Agreement Re: Assignment of Rights Under DDA and Consent Thereto 2007-0625819
T' . -',
(;,\-'///1--..
.
. RECORDiNG REQUESTED BY
FIRST AMERICAN TITlE
National Commercial Services
(~t, RECORDING~QUESTED BY THE ORIGINAL OF THIS DOCUMENT
WAS RECORDED ON SEP 25,2007
AND WHEN CORDED MAIL TO: DOCUMENT NUMBER 20070625819
I GREGORY J SMITH, COUNTY RECORDER
FIRST REGIONtL BANK SAN DIEGO COUNTY RECORDER'S OFFICE
970 West 190th treet, Suite 400 TIME, 434 PM
Torrance, Califorlnia 90502
Attention, Debo~ilh Fennell
I
Assessor's parcel No(s), 1)1 4R1 1R nn
!
.d IS. ;l;;l.-p,lb'1.5 -
I
! AGREEMENT RE: ASSIGNMENT OF RIGHTS
UNDER DDA
[ AND CONSENT THERETO
THIS AGREEJENT RE. ASSIGNMENT OF RIGHl'S UNDER DDA AND CONSENT
THERETO ("Agreement") is made as of September 20, 2007, by and among OCEAN PARK
HOTELS - P\\{Y, LLC, a California limited liability company ("Borrower"), POWA Y
REDEVELOPMfNT AGENCY, a public body, corporate and politic ("Agency"), and FIRST
REGIONAL BANK, a California banking corporation ("Lender"),
WHEREAS, Leljder has extended or will be extending a loan to Borrower in the maximum
principal amounti of Eleven Million Seven Hundred Forty-Five Thousand and Noll 00 Dollars
($ 11,745,000.00)' (the "Loan") pursuant to the terms of that certain Construction Loan
Agreement of ev n date herewith ("Loan Agreement"). The Loan is evidenced by a Promissory
Note dated of e n date herewith in the maximum principal amount' of Eleven Million Seven
Hundred Forty-F ve Thousand and No/IOO Dollars 1$1 1,745,000.00) (the "Note"), which Note is
secured by, amo g other things, a' Construction Deed of Trust dated of even date herewith, in
favor of Lender ( 'Deed of Trust"), which encumbers or will encumber c,rtain real property more
particularly desc ibed in Exhibit "A" attached hereto and incorporated'herein by this reference
("Property"), wh, ch Deed of Trust shall be recorded in the Official Records of San Diego
County, Californla, concurrently herewith. All capitalized terms not expressly defined herein
shall have the me ning ascribed to them in' the Loan Agreement.
I
I
WHEREAS, in cbnnection with the acquisition and development of the Property by Bbrrower,
Borrower, on thd one hand, and Agency, on the other- hand, have heretofore entered into and
executed, amon~ other things, that certain Disposition and Development Agreement, dated
February 7, 2006 (together with any and all amendments, modifications, and/or extensions
thereof, individlllilly and collectively, the "DDA"), pursuant'-to which Agency is obligated to
convey to Borfb~er all of its rights, title and interest in and to the Property, and Borrower is
obligatedto,acqu!re and develop the Property and construct thereon the Hotel Facility (as defined
in the DDA), ~mong other improvements (together with the Hotel Facility, hereinafter
collectively referred to as the "Project"), all in accordance with and subject to the terms and
conditions set forlh in the DDA. The DDArepresents the only agreement between Agency and
, . ,
Borrower with re~pect to the subject matter thereof.
i
I
507708.2 I Page I of9
I J+-
I
i
. . .
WHEREAS, as a material iriducement to Lender making the Loan to Borrower, Lender is
requiring that (aj Borrower execute this Agreement, which includes the assignment of all of
Borrower's rights, title and interest in and to the DDAto arid in favor of Lender, and (b) Agency
execute this ,Agreement confirrfiing (i) Agency's acknowledgement and consent to (I) the Loan,
(ii) the execution by Borrower and recordation of the Deed of Trust encumbering the Property as
security for the Loan, and (lii)the assignment(s) by Borrower to Lender provided for herein.
WHEREAS, it is a material benefil'to both Borrower and Agenc)! that Lender make the Loan to
Borrower for the construction 9f the Project, and Lender would not make the Loan without
Borrower's and Agency's execution of this Agreement.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, Borrower and Agency hereby agrees as follows:
] A2reement.
For value received, Borrower hereby absolutely and irrevocably conveys, transfers and assigns
to Lender'
] 1 All of Borrower's right, title and ,interest in and to the DDA,
I.2 All of Borrower's 'right, title and interest in and to any and all uses, permits,
licenses, entitlements, and other similar authorizations to use the Property and/or
construct, market and sell the Project, or any portion thereof, and all revenue
generated therefrom, to the fullest extent permitted by law,
The, foregoing assignment, transfer and conveyance is intended to be, and constitutes, a
present assignment, transfer and conveyance by Borrower to Lender
2. Obli2ations Secured.
This Agreement is given for the purpose of securing:
2.1 Payment of the prinCipal sum, interest and indebtedness evidenced by the Note.
22 Payment of all, other sums with interest thereon becoming due and payable to
Lender under the provisions of this Agreement or of the Note, Loan Agreement
and/or the Deed of Trust.
2,3 The performance and discharge of each and every obligation, ,covenant and
agreement of Borrower contained herein or in the Note, the Deed of Trust, the
Loan Agreement or any of the other Related Documents.
3 Covenants.of Borrower.
To protect the-security of this Agreement, Borrower covenants and agrees:
507708.2 Page 2 of 9
ctt-
. . .
3.] To p,erform each of its obligations under the DDA, at its sole cost and expense, to
enforce or secure the performance of each obligation under the DDA to be
performed by Agency under the DDA, and not to modify the DDA in any material
way, without the prior written consent of Lender, which consent Lendeimay give
or withhold in its sole discretion, Borrower assignsti?, Lender all of Borrower's
right and pmyer to modify in any respect the tenns of the DDA and any attempt
on the part of Borrower to exercise any such right without the written consent of
Lender shall be a breach of the terms hereof. After Lender has given its written
consent to any modified or new DDA, Borrower shall deliver to Lender copies of
such modified or new DDA as soon as such document(s) have been executed.
3,2 To defend at B?rrower's sole cost any action ,in any manner connected with the
DDA, or any obligation thereunder, and to pay all 'costs of Lender, including
attorneys' fees, iil any such action in which Lender may appear.
3.3 If Borrower fails 'to do any act as herein provided, then Lender, but without
obligation to do ,so and without notice to Borrower, and without releasing
Borrower from any'obligation hereof, may take action in,such manner and to such
extent as Lender maY deem necessary to protect the security described herein.
These actions inclucte'specifically, without limiting Lender's general powers, the
defense of any action purporting to affect the security described herein or the
rights or powers ,of Lender, and also the performance of each obligation of
Borrower set forth in the DDA, In exercising such powers, Lender may employ
attorneys and other agents, and pay necessary costs and. attorneys' fees. Borrower
agrees to give prompt notice to Lender of any default of Agency and of any notice
of default on the part of the Borrower with respect to the DDA, together with an
accurate and complete copy thereof.
34 To pay immediately to Lender upon demand all sums expended by Lender under
the authority hereof, including attorneys' fees, together with interest thereon at the
default rate provided in the Note and such sums shall be added to Borrower's
indebtedness and shall be secured hereby and by the Deed of Trust.
4 Covenants of Al!eney.
Agency covenants and agrees:
4 I In the event of default by Borrower under any instrument, document or agreement
rclating to the Loan, Agency, at Lender's request, will continue performance
under the-DDA on behalfofLender, or Lender's"designee, in accordance with the
terms and conditions of the DDA as long as Lender performs the obligations of
Borrower thereunder, as set forth in Section 3 I 1.3 of the DDA, from and after
Lender's enforcement of the assignment!
4,2 In.the event Lender commences performance of Borrower's obligations under the
DDA ,pursuant'to Section 311.3 of the DDA, Lender or its designee may enforce
the obligations of the DDA with the same force and effect as if enforced by
507708,2 Page 3 of9
Ji-
. . .
B~mower,;and may perform the obligations,ofBorrower, and Agency will accept
"--.' -......- , lieu of performance by Borrower in satisfaction of
such. ,performa)lce in
Borrower'sobligati6ns thereunder,
4;3 Agency will nol'terminate, cancel or release the'DDA except on the basis of a
Default (as defined 'in the DDA) under the DDA by Borrower, and will not
terminate, cancel or release the DDA for such Default by Borrower without
,having given prior written notice to Lender of Agency's intention to so terminate,
cancel oT'Telease the DDA, and then will not so. terminate, cancel or rescind the
DDA if, after Lender's receipt of such notice from Agency, and within the ninety
(90)-day period. oftimeset forth in Section 3 I I.3 of the DDA (as the same exists
on the date hereof), Lender either'cures such breach or default or, at its option,
commences proceedings to,enforce its security interest in'the DDA, and thereafter
promptly completes its, enforcement proceedings and. upon such completion,
gives notice to Agency that Lender is undertaking to perform the terms and
conditions of the DDA in place of Borrower; or causing the appointment of a
'Receiver who shall offer to undertake the obligations of Borrower urider the
,DDA, which shall be deemed to be performance by Lender in lieu of the
performance hereinabove described.
5 Borrower's Reoresentationsand Warranties.
Bo~rower represents and warrarits to Lender that: (a) Borrower has not executed any prior
assignment of the DDA, or any rights or proceeds arising thereunder, nor has Borrower
performed anY'act'OI; executed any instrument which might.preventLender rrom operating under
any of the terms ~nd conditions thereof, or which would limit Lender in such operation; (b) no
default now exists under the DDA; or any of them; (c) Borrower has good right, title and interest
in and to the DDA hereby assigned and the right to assign the ,same with Agency's consent,
which consent has been given and is expressly set forth in Section 7, below, and that no other
person or entity has any right. title or interest therein; and (d) Borrower has duly arid timely
performed all of the terms, covenants, conditions and warranties set forth in the DDA which are
to be kept, observed and performed by Borrower
6. A!encv's Reoresentationsand Warranties.
Agency hereby represents and warrants to Lender that: (a) the' DDA are each valid and
enforceable; (b) there have been no prior assignments of the DDA, or any of them, of which the
undersigned has notice or is aware; (c) neither Agency nor Borrower is in default under the
DDA, (d)andall covenants, conditions and agreements have beenpefformed aSfcquired thcrein,
excepUhose not,due to be performed until after the date hereof.
7 A!encv's ConsenUoLoan, Encnmbrance and Assi!nment:
Agency h'ereby consents to and approves:
7 I The Loan by Lender to Borrower, and the encumbrance of the Property by the
Deed of Trust, in satisfaction of and to the ext~nt any such approval and consent
507708.2 Page 4 of9
J'f-
. .
is required under the DDA, or any of them, including, without limitation, under
Section 3 11 1 of the DDA.
7.2 The assignm~nt by Bqrrower to Lender ,of all of Borrower's rights, title, and
interest in and'to the DDA in satisfaction of and to the extent any such approval
and consent is required under the DDA, or any of them, including, without
limitation, under Section 603,2 of the DDA.
8. Additional Provisions Rel!ardinl! Transfer and Assil!nment.
8.1 Notwithstanding any other provision in the DDA or any other DDA to the
contrary, in the ,event that a default has occurred under the Loan, and Lender
succeeds t,o,the rights, title and interest of Borrower ill'and to the Property and'the
DDA, Lender shall have the right to Transfer (as defined in Section 603,1 of the
ElDA) all or, any part ofits rights, title and interest in and to the Property, or any
portion thereof, ilnd the DDA, to any Person ("Third Party Transfer") Lender
deems appropriate, on such terms and conditions as Lender may deem acceptable,
in its sole discretion, with the prior written consent of Agency; provided,
however, Agency 'shall consent to the Third Party Transfer to such Person
("Qualified Transferee") in the event that such Person has the following
qualifications: (il) not leSs than five (5) years experience (either itself or through
an affiliate) in developing projects similar to that provided for in the DDA, (b) a
tangible net worth, on a, consolidated basis with its other affiliates, parentand/or
subsidiaries, of not less than $30,000,000.00, and a minimum liquidity of
$2,000,000,00, each as determined in accordance with, generally accepted
accounting principles, consistently applied, for businesses of a same or similar
type, and (c)'an:acknowledgement that such Person will assume the obligations of
Borrower urider ari assumption agreement in form and content reasonably
satisfactory to Agency and such Person. In the event that the Third Party Transfer
i?proposed to be made to a Person other than a Qualified Transferee, the Agency
shall have ,the right of consent to such Person, which consent, shall not be
unreasonably withheld,
9 Limited License Back.
9 I So long as there is no (a) uncured default by Borrower in the payment of any
principal, interest or other sums due under the Note; (b) uncured Event of Default
in the performance or observance of any of the terms of the l;oan Agreement ,or
any ,other security instrument executed in conne'ition with the Loan Agreement,
Note'or Deed ,cifTrust, or any other Related Document; or (c) uncured default in
the performance of any obligation, covenant or agreement herein, or Default
under the DDA, Borrower shall have a license to exercise all rights and powers of
the "Developer" under the DDA.
9.2 Upon'the occurrence and continuance of any default by Borrower, as described
hereinabove, or under the Related Documents"Lender may'
507708.2' Page 5 of9
~+
. .
(a) declare all sums secured hereby, immediately due and payable;
(b) at its option, without notice either in person or by agent, with or
without bringing any action, or by a receiver to be appointed by a
court, enter, take possession, of, manage and operate the Property
or any part thereof;
(c) immediately exercise any and all rights of the "Developer" under
theDDA, and any of them;
(d) make; cancel, enforce or modify the DDA, without any notice or
consent of Borrower;
(e) exercise all rights under any of the DDA, in accordance with their
terms, but subject to the provisions ofthis Agreement;
(f) do any acts which Lender deems proper to protect the security
hereof.
9.3 Any default by Borrower in the performance of any obligation herein contained
and acceleration of the indebtedness secured hereby shall constitute a default
under the terms of the Deed of Trust entitling Lender to all of its rights and
remedies thereunder, including specifically the right to declare a default
thereunder and to elect to sell the Property secured by the Deed of Trust, or
foreclose the Deed of Trust as provided by law
94 Unless and until_Lender delivers written notice ,to Agency to the contrary, Lender
shall not be obliga!ed to perform nor does it hereby undertake to perform any
obligation under the DDA or this Agreement and all claims which may be
asserted against it by persons other than B,orrower by reason of any alleged
obligation to perform any,of the terms in the DbA; should Lender incur any'such
liability, loss or damage. under the DDA or this Agreement, or in the defense of
any such claims, t1ie,amountthereof, including costs and attorneys' fees, shall be
secured hereby and by the Deed of Trust, and Borrower shall reimburse Lender
therefor immediately upon demand, and upon failure of Borrower to do so Lender
may declare allsums secured hereby immediately due and payable.
10 Miscellaneous.
]0.1 Until all indebtedness secured hereby has been paid in full, any subsequent
,!greements between Agency and Borrower relating to the Property and/or the
proje~t sl1all be deemed to be assigned to Lender hereby, upon the terms and
conditibns herein contained, and Borrower and', Agency agree to execute all
instruments necessary therefor
10.2 Up~n,theindefeasible repayment in full of ai, I indebtedness and the discharge of
any and all obligations secured hereby, this Agreement shall automatically
terminate and shall be of no effect. In such an event, Lender agrees to execute any
507708.2 Page 6 of9
J+
. .
document reasonably necessary to release its iI)t~rest hereunder The affidavit of
any officer 'of Lender showing any 'part 6fsaid indebtedness to remain unpaid
shall be conclusive evidence of the validity, effectiveness and continuing force of
this assignment; and any person may and is hereby authorized to rely thereon.
10,3 This Agreement,.together with the covenants and warranties herein contained,
shall inure to me benefit of Lender, to any lender participating in the Note, and to
any subsequent Iiolder of said Note, and shall be binding upon Borrower and
Agency, and theinespective successors and assigns. Borrower and Agency shall
immediately execute, upon the request of Lender, such estoppels and confirmation
as Lender may require in order to facilitate any financings or participations
arranged by Lender, including, but not limited to, a certifi~ation by Borrower and
Agency that,tothe extent true, this Agreement is unmodified and in full force and
effect and there are no defaults by Lender and/or Agency under this Agreement.
Borrower shall reimburse Agency in connection any actual and direct third party
costs incu-rred by Agency in connection with such estoppels and/or confirmations.
10.4 All notices hereunder shall be in writing and sent by certified mail to the
following addresses:
LENDER.
FIRST REGIONAL BANK
970 West 190th Street; Suite 400
Torrance, California 90502
Attention: Ralph Downing, Senior Vice President
With a
copy to: FIRST REGIONAL BANK
1801 Century Park East
Los Angeles, California 90067
Attention: Legal Department
AGENCY
POWAY REDEVELOPMENT AGENCY
13325 Civic Center Drive
Poway, California 92064
Attention: Dena Fuentes, Assistant Executive Director
With a
copy to: STRADLING YOCCA CARLSON & RAUTH
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Attention: Thomas P Clark, Jr., Esq.
Page 70f9 ,
507708.2
J+
. .
BORROWER.
OCEAN PARK HOTELS - PWY, LLC
27441 Tourney Road, Suite 220
ValenCia, Califomia91355
Attention: James M, Flagg
With
a copy to: MULLEN & HENZELL LLP
I 12,East Victoria Street
Santa Barbara, Califomia 93101
Attention: Ramon R. Gupta, Esq.
105 Lender may tilke or release other security, may release any party primarily or
secondarily liable for any indebtedness secured hereby, may grant extensions,
renewals or indulgences with respect to such indebtedness, and may apply any
other security held ,by itto the satisfaction of such indebtedness without prejudice
to any of its rights hereunder It is further agreed, that nothing herein contained
and no act done or omitted by Lender pursuant to the,powers and rights granted to
Lender' herein shall be deemed to be a waiver bY Lender of the rights and
remedies possessed by Lender under the terms hereof or under the DDA, onhe
right of Lender to collect said indebtedne~s and to ,enforce any other security
therefor owned by Lender may be exercised either prior to, simultaneously wiih,
or subsequent to any action taken by Lender hereunder
10.6 This Agreement constitutes an irrevocable directiOn and authorization to all
Persons owing s~lTls ,payable to Borrower by virtue of the license granted to
Borrower under the DDA to pay all such proceeds to Lender upon demand from
Lender without the necessity of any further consent or other action by Borrower
10,7 Borrower hereby agrees to indemnifY, protect and hold Lender harmless from any
and all liability, loss', 'damage or expense which Lender may incur under or by
reason of (a) this Agreement; (b) any action taken by Lender hereunder; or (c)
defense of any and, all claims and demands whatsoever which may be asserted
against Lender 'arising, out of the DDA. Should Lender incur any such liability,
loss, damage or expense, the amount thereof, including attorneys' fees, with
interest thereon at the default rate provided in the Note shall be payable by
Borrower immediately upon demand, and shall be secured hereby and by the
Deed of Trust.
10:8' Lender'S failure to avail itself of any of the rights and remedies set forth in this
Agreement for any period of time or at any time shall not be construed or deemed
to be a waiver of . any such right or remedy, and nothing herein contained nor
anything done or omitted to be done by Lender pursuant hereto shall be deemed a
waiver by Lender of any of its rights .and rerfledies under the Note and Deed of
Trust or of the benefit of the laws ofthe state in which the Property is situated.
507708.2 Page 8 of9
c\+
. .
The rights of Lender to collect the said indebtedness, to enforce any other security
therefor, or to enforce any other right or, remedy hereunder may be exercised by
Lender, either prior to, simultaneously with, or subsequent to, any such other
action hereinbefore described, and shall not be deemed an election of remedies,
10.9 This Agreement shall be governed by and construed in accordance with California
law
1010 This Agreement may be executed in several counterparts, and all so executed
shall constitute one agreement, binding on all parties hereto, notwithstanding that
all parties are not signatories to the original or the same counterpart.
(SIGNATURE PAGE FOLLOWS)
507708.2 Page 9 of9
{~+-
.~ .
IN WITNESS WHEREOF; the parties hereto have executed .this Agreement as of the day first
above written.
AGENCY:
POWAY REDEVELOPMENT AGENCY,
a public body, corporate and politic
By' rz\)~ ~0v'-'U
Name:
Title: 0-ee- v \ I '-'-.: "l) 1'~C::-<-7\;~
ATTEST
Agency Secretary
APPROVED AS TO FORM:
Stradling Yocca Carlson &,Rauth,
Agency Special Counsel
LENDER:
FIRST REGIONAL BANK,
a California banking corporation
By'
Name:
Title:
BORROWER:
OCEAN PARK HOTELS - PWY, LLC,
a California limited liability company
BY' ci ~,~ ---
Name, James M. Flagg '--
Title: Manager
(ALL SIGNATURES MUST BE ACKNOWLEDGED)
507708;2 S i gnalure Page
. .
IN WITNESS WHEREOF, the' parties hereto have .executed this Agreement as of the day first
above written,
AGENCY:
POW A Y REDEVELOPMENT AGENCY,
a public body, corporate and politic
By'
Name:
Title:
S:~~
APPROVED AS TO FORM:
Stradling Yocca Carlson & Rauth,
Agency Special Counsel
LENDER:
FIRST REGIONAL BANK,
a California banking corporation
By'
Name:
Title:
BORROVv'ER:
OCEAN PARK HOTELS - PWY, LLC,
a California limited liability company
By'
Name: James M. Flagg
Title: Manager
CALL SIGNATURES MUST BE ACKNOWLEDGED)
507708.2 Signature Page
. .
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first
above written.
AGENCY:
POW A Y REDEVELOPMENT AGENCY,
a public body, corporate and politic
By'
Name:
Title:
ATTEST
Agency.secretary
ORM.
Stradling Yocca Rauth,
Agency Special
LENDER:
FIRST REGIONAL BANK;
a California banking corporation
By'
Name:
Title:
BORROWER:
OCEAN PARK HOTELS - PWY, LLC,
a California limited liability company
By'
Name: Jilmes M, Flagg
Title: Manager
(ALL SIGNA T\JRES MUST BE ACKNOWLEDGED)
507708.2 Signature Page
. .
IN 'WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first
above written.
AGENCY:
POWAY REDEVELOPMENT AGENCY,
a public body, corporate and politic
By'
Name:
Title:
A TrEST
Agency Secretary
APPROVED AS TO FORM.
Stradling Y occa Carlson & Rauth,
Agency Special Counsel
LENDER:
FIRST REGIONAL BANK,
a Califomiabanking corporation
By' it~~
Name: '. . ~.
Title: !il ,) P
BORROWER:
OCEAN PARK (-IOTELS - PWY, LLC,
a California limited liability company
By' d N~
. . "-
Name: James'M, Flagg
Title: Manager
(ALL SIGNATURES MUST BE ACKNOWLEDGED)
507708.2 Signature Page
J+
. .
ST A TEOF CALIFORNIA
COUNTY OF %C\ l0\ea 0 ss,
On this~Jday of ~~he( ,2001, before me, Sh'P, rle. D. WOlre II a
Notary Public in and for he State of Cali fomi a, personally appeared ,:::r"m...,., ". j:"lll.~ personally
liMn" tu we (or proved on the, basisofsatisfactory evidence) to be ,the person(i)'whose mem@are
subscribed to the within irystrument and aCknowled~to me that ~~ executed the same in
dUSlherlthoir authorizedcapacityEfes), and that by Irei;4Reir signaturefg) on the instrument the
person(,ry; or the entity upon behalf of which the person(!j acted, executed the instrument.
WITNESS my hand and official seal
Signature~ 11A ~ 1 10 [)0lJ1.dlf/ '. SHERRIE O. WORRELl .
j Commlaalon,. 176Ulll
My commission expires O.llg ~/;, !WI I . . NoIoly Public . COIlIOmio
I . Ion Dtego "
,.... ,County "
_______~I.:~!~
STA TE OF CALIFORNIA
3:J b ss,
COUNTY OF () I ~
On this~ day of ~'r-.er ",20'{JJ.., before me, Sherr,e'b,Wt>rre 11 a
Notary Public in and for the, State of Califomia, personally appeared I<DbI hOU I rl personilily
known to me (61 pro..;.d UII- dll; DdSlS0r satiSfaCtory evldclH.:;e) to be the per:scm~r..,\'hose nam~r"e.
subscribed to the within instrument and acknowledged to me that @~y executed the same in
@'hoFitheirauthorized capaci)Y~), and that by li&~ signaturei>l on the instrument the
person(.r,or.the entity upon behalf of which the pers~) acted, executed the' instrument.
WITNESS my hand an~ Off~ .1.' ":'~.;~~ '"'
SignatureVJJ IM-I-P I Q ()
My commission expires 0 ~0 . Commlnlon. 176J751
cQ/" .[Jj) / I j 1I0lOry "'bile" CciUfOinio ,
Son o.evo county .
J. .'-y'.. _~~1;~;~:1",'
5oi7oa,2 Notary Acknowledgement. - Page I of 2
. .
STATE OF CALIFORNIA
COUNTY OF ks flge r~,,/s.
On this~ day of c,.,-rrc:"JJ<~ , 20 u'1 before me, -'fA.:, N7 It T ~{.lINHIA'" a
Notary Public in and fo the State ofCalifomi a, personally appeared -:TAmI?S' ('1 1-LAq;_al!y
k-oown-t<rme (or proved on the basis' of satisfactory evidence) to be the'person(1) whose name(i)c!Bare
subscribed to, the within instrument andaCknOWle2,d to me thatlliP'shel!hey executed the same in
<Jjlslh<>FIthcir authorizedcapacity(ies). and that b ~"'ltA&ir signature($l on the instrument the
person(/), or the entity upon behaif of which the person(~ acted, executed the instrument.
WITNESS,myhand and official seal
I! -t- i\ 1"", bJ:-"
Signature U ~ /"}
Zb "ZL?O <( ~ JACINTA I. ABRAHAM
My commiSSIOn expires J v... f'J -, _,' Comml,sslon # 1503786
, ~, ~ ~~; , .: Notary Public. CoUfoinla f
. Los Angelea County -
" - My Comm. Expires Jul26;_?OO8
STATE OF CALIFORNIA
ss.
COUNTY OF
On this _ day of ,20_, before me, a
Notary Public in and for the State ofCaIifomia, personally appeared personally
known to me (or ,proved on the basis of satisfactory evidence) to be the person(s) whose name(s) islare
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by hislherltheir signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal
Signature
My commission expires
507708.2 Notary Acknowledgement - - Page I of2
{~+
. .
STATE OF CALIFORNIA
COUNTY OF Eos ~eP-f/J ss.
I- I J -- -
On this ;1..1 day of~~(f~)",,-lofN , 2ofl, before me, A (;'I~ A I LlA MfHJ-'r,., a
,Notary PublIc In and Ii r the State ofpalifomi a; personally appeared I GPtt Ie i\/J l~"I^"iperso~ally
known to me (or pro"." 0"' tlle, b...!s:.of ,-,t"fastOTY BVlaeflee) to be the'person(i'I) ,whose name(j)(!slan:.;
sJ!Pscribed to th,e within i!1strum,ent and acknowled~ _to 'me, thatdi)/SlW,',' ':they executed the,' 'same in-
(l1~sYhetllAeir authorized capacityfies'). and that b)\JliSlher/tOOif slgriature(8) on the instrument the
personCt)"or the entity upon behalfofwhich the person~ acted, executed the Instrument.
WITNESS ~,hand and'of~1 sea~ ,
Signature ",,,,-l J~' '--f,.Yv./'. iL _ _ _ _ _ _ ___ _ _ _
,( ) \, \ I) l' ~(I"" ' JACINTA '-'ABRAHAM f
My com missfun expires ~+'i..t.('0 b ),.[)() q _ .,/ " ._:n.:.". , COmrriiSSiO,n" # 1503"7,'68 '
:) " ~ ~"'-:.~: ~ Notary Publ!c - .Callf~:HnkJ i
,~, '.' .Los Angeles county -
': _, - My Comm. Expires Jul ~6:_2008
STATE OF CALIFORNIA
ss.
COUNTY OF
On this _ day of ,20_, before me, a
Notary Public in and for the Siate ofCalifomi a, perso'nally appeared personally
knoWn to me (or proved on the basis'ofsatisfaCtory evidence) to be'the'person(s) whose narne(s) is/are
subscribed to the v.;ithin instn~,ment"_and ac~'nowledged to me that he/she/they executed the same in
hislher/their authorized 'c~p~city,(ies). and that by hislher/their. signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNES S my hand and official seal
Signature
My com mission expires
507708,2 NotaryAcknowledgement - - Page 2 of2
&l-
. .
EXHlBIT"A"
Legal Description
Property
[to be attached]
507708.2
J+-
. .
EXHIBIT 'A'
PARCEL A:
PARCEL 2 OF P,ARCEL MAP NO,,19954,:INTHECiTY ~F POWAY, COUNTY OF SAIII DIEGO,
STATE OF CAUFORNI~ ACCORDINGTO PARCEL MAP THEREOF FILED IN THE OFFICE OF
THE COUNTY RECORDER OF SAN, ~IEGO COUNTY, MARCH 21, 2006, AS INSTRUMENT
NO. 2006-0192773 OF OFFICIAL RECORDS.
EXCEPTING THEREFROM THAT PORTION OF SAID PARCEL 2 DESCRIBED AS FOLLOWS:
BEGINNING'ATSOUTHWEST'CORNER 'OF SAID PARCEL 2, THENCE ALONG WESTERLY
BOUNDARY OF SAIDPARC"I.,~iNO~TH 01041'30" EAST, 109;7,,?'F.E'Ifr; THENCE NORTH
88018~30. WEST, 6.00 FEET; THE,NCE NORTH 01041'30"EA.!i'f 72,09 FEET; THENCE
NORTH 88024'04" WEST ~n..l~ F~f!'" THENCE NORTH 0IO~5'56. EAST 38.92 FEET;
THE.,NCE SOUTH 88024'04. EA~62.83 FEET; THENCE IlIITOA.,NONTANGENT CURVE OF'
RADIUS 61.50 FEET W,ITH,A ,C~.I'lTER AT A BEARIN~SOUTtt ~.~052'41" WESTiA
DISTANCE OF 12;87 FE.ET, WqHADELTA OF 11059'12"; TtjENCE 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 DESCRI8ED
AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 1, THENCE ALONG THE
. .. ,"_', - ,>.. .. . ~ .._..' ,. -""'c"
EASTERLY BOUNDARY OF SAID pARCEL 1, SOUTH 01035'56''',WEST 61.08 FEET; THENCE
NORTH'88024'04" WESTF:OR1f~O~FEET; THENCE SOUTH 01035'56"WEST 102.92 FEET;
THENCE NORTH 88024'04"'WES'T, 45;09 FEET; THENCE TO, NORTHERLY BOUNDARY OF
. __.." ,. .. _ ' ~ U' _. _'
,SAID PA.RCEL 1, NORTH 0103!i'56" EAST 164.00 FEET; THENCE SOUTH 88024'04" EAST
62.09 FEET TO POINT OF BEGINNING.
SAID PROPERTY BI:!NG DESc::~BEDAS "PARCEL B" IN A. CERTIFICATE OF COMPLIANCE
RECORDED DECEMBER 26, 2006 AS INSTRUMENT NO. 2006-0913338 OF OFFICIAL
RECORDS.
PARCEL B:
AN EASEMENT AND RIGHT OF'W,A" FOR ACCESS, INGRESSANDE(!R!,SS ANDUTIUTY
PU~POSES OVER, UNDER ALONG!,NDACROSS THATPO~TION Of PARCEL 1 OF SAID
PA~C,EL MAP NO. 19954 DELI,IIIEATED AND DESIGNATE,D AS "EASEMENT FOR ACCESS,
GENERAL UTILITY AND DRAINAGE PURPOSES FOR PARCEL 2 RESERVED HEREON".
PARCEL C:
APERPETUALNOlll-E?cf~I,~SIVEEASEMENT F:O~iNGRE,~ !,ND,EGRESSOFMOTOR
VEHICLESAND;~E~~RIAIIIS, TO PERMIT Ttt~ Fit!'!; FLOW OF VEHICULAR AND
PEDESTRIAN'IN(;ItE,~ !,ND EGRESS TO, FRO"!"9Vl:itANDACROSS .THOSE PORTIONS
OF THE REAL PROPERTY DEFINED IN SECTION:I.(a) AS THE RESTAURANT PARCEL
NCS-228675.5D 1 of 2
. . .
fir'$t.American Title Insurance Company National Commercial File No" NCS-22867S-SD (LG)
Services
Date: 'September 2S, 2007
EASEMENT~R.E~(SAIDEASEMENT BEIN~.fO_RT,HE USEAND'ENJOYMENT, COMFORT
ANDCONVEN~ENCE OF ALL TENANT~, CUs:rOM~.RS,EMPLOYEES, SUPPU!=RS, IN1IITEES,
UCENSEES), TOGETHER WITH ANON-E~~LlISIVEEASEMENT FOR PARKING SPACES,
ALL AS CONVEYED, SET FORTH AND,l?ESCRIBED IN THAT CERTAIN RECIPROCAL
EASEME.NT AGREEMENT DATED;A\J~UST ~O, 2007, BY AND BETWEI:N THE POWAY
REDEVELOPMENT AGENCY, A PUBUC,BODY, CORPORATE AND pgunc AND OCEAN
PARK HOTELS-PWY, LLC;A CAUFORNIAUMITED UABIUTY COMPANY,
RECORDED c.,,,~\,-::;tS '.2007 AS DOCUMENT NO.':Z007-
~'Q)'" -D\o2C-i \ 1.\, o,fO~FICIAL RECORDS, IN niE OFFICE OF THE COUNTY
.
RECORDER OF SAN DIEGO COUNTY,CAUFORNIA,
NCS.228675'SO 20f2