Subordination Agreement 2001-0800167
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024564
NOV 01. 2001 4:59 PM
Recording Requested By and OFFICIAL RECORDS .
When Recorded, Mail To: SAN ,DIEGO, COUNTY RECORDER'S OFFICE
Fremontlnvestment,& Loan GREGORY J . SMITH. COUNTY RECORDER
175 N. Riverview Drive FEES: 52.00
Anaheim, CA 92808 \llllllllII1111~lll\ 1~11~ 11\1 m~m \11'
Commercial Real Estate Department
Attn: Norma Rincand
Loan No.. 950113926
2001.0800167
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(Space above this line for recorder's Lise)
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of
September.cL, 2001, between POWAY LIBRARY PLAZA, LLC, a California limited liability company
("Borrower"), POWA Y REDEVELOPMENT AGENCY, a public body, corporate and politic ("Junior Lender")
and. FREMONT INVESTMENT & LOAN, a California industrial loan ,association ("Fremont").
RECITALS
A. Junior Lender is making or has made a loan'to Borrower in the original principal
amount of Nine Hundred Thousand Dollars ($900,000) (the "Junior Loan") evidenced by that certain
promissory note dated as of August'28, 2001 from Borro/erto Junior Lender and secured by, among other
things, that certain de~ust dated as of 1r:;!JJ:! (\ I . executed by Borrower, as trustor, to
(~,,,....A\L. W as trustee, and naming JUnior Lender, as benefiCiary, recorded on
as Document No. in the Official Records of
County, California (the "Official Records") and encumbering the real property. described
on Exhibit A attached hereto and .incor'porated herein by reference (the "Property"). The documents
evidencing, securing or relating to the Junior Loan are hereafter referred to collectively as the "Junior Loan
Documents."
B. Fremont is making or has made a loan to Borrower in the original principal amount of
Two Million Seven Hundred Thousand Dollars ($2,700,000) (the "Senior Loan") evidenced by that certain
Secured Promissory Note dated July 5, 2000 from Borrower to Fremont and secured by, am'ong otherthirigs,
that certain Deed of Trust and Fixture Filing dated July 5, 2000 executed by Borrower, as trustor,'to Fremont
Generai 'Credit Corporation, as trustee, and naming Fremont, as beneficiary, recorded on July 6, 2000 as
instrument No 2000.0357519 in the Official Records and encumbering the Property The documents
evidencing, securing or relating to the Senior Loan are hereafter referred to collectively as the "Senior Loan
Documents."
C. Fremont has indicated that it will not extend credit to Borrower unless Junior Lender
executes this Agreement. This document is cert~iedt() be a tn.'{; and correct
2$468366.1 91201 1646P 01839862 copy 9~~ll1aLdocumeni rec%ed /!~ F ~Oj
aSin~( ent N;; g"~CJI ~ 7 . in the oHice of the
Recorder of San D,G\;::rVnmt',
COMMONw",r,LTH LAND TITLE CO.
ID~)~ICcj 5GO
By . Title" r~
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NOW. THEREFqRE, for good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged by each party hereto, the parties hereby agree:
1 DEFINITIONS. As used herein,
1 "Indebtedness" shall mean all advances, debts, obligations and liabilities of
Borrower heretofore, now or hereafter made,incurredisuffe.red or created, wheihervoluntary
or involuntary and however arising, whether due or not due, absolute or contingent liquidated
or unliquidated, determined or undetermined, and wheiher Borrower may be liable individually
or jointly or in-its capacity as a general partner of a,borrower, including without limitation
obligations and liabilities arising after the commencement .of any bankruptcy or insolvency
proceeding by. or against Borrower;
2. "Junior Indebtedness" shall mean all Indebtedness now or hereafter owing from
Borrower to Junior Lender in connection with the Junior Loan; and
3. "Senior-Indebtedness" shall mean alllnd13btedness now or hereafter owing from
Borrower to Fremont in connection with the Senior Loan.
2. SUBORDINATION. Junior Lender hereby unconditionally subordinates all Junior
Indebtedness, and the lien or charge of all Junior Loan Documents, to all.Senior Indebtedness, and the lien or
charge of all Senior Loan Documents,
3. RESTRICTIONS UPON PAYMENT .oF INDEBTEDNESS, DISPOSITION OF
PAYMENTS RECEIVED BY JUNIOR LENDER, RESTRICTIONS U~()N TI\.KING OF COLLATERAL, AND
RESTRICTIONS UPON ACCELERATION AND EXERCISE OF REMEDIES. Junior Lender irrevocably
consents, agrees and directs that all Senior Indebtedness indefeasibly shall be paid in full prior to any payment
to Junior Lender No payments shall be made by or on behalf of Borrow".r to Junior Lender if Borrowerwould
be in breach of a covenant of Borrower contained in any agreement between Borrower and Senior Lender
upon giving effect to any such payment. Upon notification by Senior lender to Junior.Lender in writing of the
occurrence of an "Event of Default," or event which with the giving of notice of the passage of time, or both,
wouid constitute an "Event of Default," under any of the Senior loan Documents now or hereafter in effect
between Borrower and Senior Lender, then such limited right of Junior Lender to receive payments as
specified above immediately shali cease until such time, if any, as all "Events of Default" or potential "Events
of Default' under any of the Senior Loan Documents now or hereafter in effect between Borrower and Senior
Lender have been fully cured orwaived by Senior lender in writing, or'untii such time, if any, as all Senior
Indebtedness is paid in full, Except to the limited extent that payments are permitted pursuant to this
Section 3, Borrower will not make, directly or indirectly (including any indirect payment by means of
repurchase or redemption by Borrower of subordinated Indebtedness), and Junior Lender will not accept or
receive from Borrower or any guar,mtor of all or any portion of the Junior Indebtedness, directly or indirectly
(including any indirect receipt of payment by means of any redemption or repurchase by Borrower of
subordinated indebtedness). any payment or benefit, in cash, property or otherwise, on account of principal of
or interest on or any other amounts'payable with respect to any Junior indebtedness. If any such payment is
made or received Junior Lender shall immediately deliver the samek> Senior Lender In the form received, with
any endorsement or assignment necessary for the transfer of such payment from Junior Lender'lo Senior
Lender, and, until so delivered, Junior lender shall hold ,such payment in trust as the property of Senior
Lender Except for the security interests in favor of Junior lender in effect as of the date hereof, all of which
have been disclosed by Junior Lender and Borroweno Senior lender and all of which are subordinated
pursuant to the terms of this Agreement, Junior Lender shall not take or hold any liens, security or collateral
from Borrower for the Junior Indebtedness so long as any Senior Indebtedness remains outstanding.
Notwithstanding any default or event 6f default with respect to the Junior Indebtedness, Junior Lender shall
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not exercise any of its rights or remedies under the Junior Loan Documents (including, without limitation, the
imposition of any late charges, defaultinterest or other fees orpenaliies)"s~~U not accelerate the maturity of
the Junior Indebtedness, shall not take any legal or equitable actio.ns to ,<ollect or enforce such Junior
IndebtEidness or any guaranty of all or any portion of such Junior Indebtedness (including, without limitation,
the commencement of any judicial or nonjudicial foreclosure proceedings), shall not seek to attach or ievy
upon any assets or properties of Borrower, and shall not instigate or joi~ in .the instigation of, any involuntary
bankruptcy or insolvency proceeding against Borrower or any guarantor of all or any portion of the Senior
Indebtedness, without in each case obtaining the prior written consent of Senior Lender, which Senior Lender
may grant or withhold in its sole discretion; provided that, notwithstanding :!h~ exercise of any remedies by
Junior Lenderwith the consent of Senior Lender, the Junior Indebtedness shall continue to be subordinated in
right of payment to the Senior Indebtedness upon the terms hereof.
4 DISPOSITION OF EVIDENCE OF JUNIOR INDEBTEDNESS. Junior Lender
warrants to Fremont that it has not heretofore assigned, transferred"hYP9thecated or disposed of any Junior
Indebtedness to any third party and Junior Lender shall not, except in an instrument which makes reference to
the subordination of such Junior Indebtedness in accordance with this' Agreement, assign, transfer,
hypothecate or dispose of any claim it has or may have against Borrower while any Senior Indebtedness
remains outstanding.
5. AGREEMENT TO BE CONTINUING, ~RPL!ES TO BORROWER'S EXISTING
SENIORINDEBTEDNESS AND ANY SENIOR INDEBTEDNESSHE~EAFTER ARISING. This Agreement
shall bea continuing agreement and shall appiy to any and all Seniorlndei?tedness of Borrower to Fremont
now existing or hereafter arising as part of the Senior Loan or r,?lating to the protection of the security
therefore including any Senior Indebtedness as part of the Senior Loan',or relating to the protection of the
security therefore. of any receiver, trustee, debtor-in-possession or the similar person or entity that is a
successor in interest of Borrower in the event of Borrower's insolvency
6. NON-TERMINATION BY JUNIOR LENDER. So long as any Senior Indebtedness
remains due, or so long as Fremont has any outstanding commitmenl.toextend credit to or for the account of
Borrower, Junior Lender may not terminate this Agreement for any' reason whatsoever
7 NOTICES OF DEFAULT, MODI FICA TIONS" Junior Lender hereby agrees to send to
Fremont a copy of any default nbtice sent by Junior Lender to Borrower under or in connection with any of the
Junior Indebtedness or any of the Junior Loan Documents conourrently:with the delivery of such notice to
Borrower Junior Lender hereby agri[les that it shall not, without Fremont's prior written consent, which
Fremont may grant or withhold in'itssoie discretion, modify any oHlle Junior Loan Documents.to shorten the
maturity thereof, Increase the amount secured by the Property, increase the interest rate thereunder or
otherwise'make the terms thereof more onerous to Borrower
8 INFORMATION, OTHER AGREEMENTS., Junior Lender agreesthat Fremont shall
have no obligation to inform Junior Lender or keep Junior Lender informed of the financial arid other
information pertaining to Borrower's financial condition. Junior Lender assumes the responsibility. to keep itseif
adequately informed by such means of any facts, events or circumstances which might in any way affect
Junior Lender's risks hereunder, and Junior Lender agrees that Fremont shall not have any obligation to
disciose to Junior Lender any information or material acquired by Fremont in the course of Fremont's
relationshipwith Borrower Should Fremont elect to provide information to Junior Lender as a courtesy, Junior
Lender understands that, by providing such information, Fremont shall not be deemed to have warranted the.
accuracy, completeness or value of the information so provided, and..J~nior Lender agrees that Fremont shall
not have any liability to Junior.Lender for providing inaccurate, incom,plete,erroneous or outdated information.
Junior Lender understands that there may be various agreementsb~tween Fremont and Borrower evidencing
and governing the Senior Indebtedness, and Junior Lender acknowledges and agrees that such agreements
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are not intended to confer any benefits on Junior Lender andJhat,Fr!lmont shall have no obligation to Junior
Lender or any other' person to exercise any rights, enforce any're.l11edies, or take any other actions which
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may be available to them under such agreements. Nothing in this Agreement shall obligate Fremont to give
"ny notice of any default or event of'default to Junior Lender at any .time; provided that nothing in this
Agreement shall constitute a waiver by Junior Lender of any notice rights provided by applicable law in
connection with'a foreclosureof.the Senior Deed of Trust.
9 TRANSFER OF ASSETS OR REORGANIZATION OF BORROWER. As a material
inducement to Fremont to make the Senior Loan to Borrower, and for so long as any of. the Senior
Indebtedness remains unpaid cr any of Borrower's obligations undedhe.Senior Loan Documents remain
unperformed, Junior Lender hereby agrees that it shall not file or consent to an involuntary bankruptcy
proceeding,with'respect to Borrower or any of its general partners, or join in any such filing, without the prior
written consent of Fremont, which Fremontmay grant orwithholdin,itssole discretion. In the event Borrower
enters Into or is the subject of any bankruptcy proceeding, receivership, insolvency, assignment for the benefit
of creditors, reorganization, whether or not pursuant to bankruptcy laws, sa,le of all or substantially all of its
assets, dissolution, liquidation or any other marshaling of the assets and liabilities of Borrower, then in any
such event any payment or distribution of any of Borrower's assets, whether in cash, securities or other
properly,. shall be paid. or delivered'first to Fremont untit all Senior Indebtedness is paid in full, in the event
Junior Lender receives any such payment or distribution that is payable.to Fremont pursuant to the terms of
this Agreement, Junior Lender shall hold such payment or distribution and forthwith deliver same in kind to
Fremont.
10. NO WAIVERBY FREMONT. No delay or failure of Fremont in exercising any right or
remedy hereunder shall be deemed'a waiver of such right or remedy Any waiver, permit, consent or approval
of any kind by Fremont must be in writing and shall be effective only to the extent set forth in such writing.
11 WAIVERS AND CONSENTS BY JUNIOR LENDER. All of the Seniorlndebtedness
shall be deemed to have been made or incurred in reliance upon this Agreement, and, except as otherwise
expressly provided herein, Junior Lender expressly waives all notice of the acceptance by Fremont of the
subordination and other provisions of this Agreement and all other notices whatsoever (except as set forth in
the last sentence of Section 8 above), and Junior Lender expressly waives reliance by Fremont upon the
subordination and other agreements as herein provided.
Junior Lender agrees (a) that Fremont has not made any warranties or representations to
Junior Lender with respect lo'the,dueexecution, legality, vaiidity, completeness or enforceability ofthe Senior
Loan Documents, or the collectibilityof the Senior Indebtedness, and (b) that, absent fraud or intentional
misconduct, Fremont shall not have any liability to Junior Lender for,.and Junior Lender waives any ciaim or
defense which Junior Lender may now or hereafter have against Fremont arising out of (i) any and all actions
which Fremont takes or omits to take (including, without limitation, actions with respect to the creation,
perfection or continuation of liens or security interests in any collateral, actions with respect to the occurrence
of any defaultor event of default, aCtions with. respect to the foreclosure upon, sale, release of, depreciation of
or failure to realize upon, any collateral and actions with respect to the collection of any claim for "II or any,Part
of theSenior.lndebtedness from any account debtor, guarantor or any other party) with respect to the Senior
Loan Documents in .effect from time to time.. (ii) Fremont's election, in any proceeding Instituted under Chapter
11 otTitle 11 of the United States code (11 U:S.C 3101 et seq.) (the "Bankruptcy Code':),oflhe application
or nonapplication of Section 1111(b)(2) of the Bankruptcy Code,and/or (Iii) any borrowing or grant of a
security interest by Borrower, as debtor,in-possession, undefSection364 of the Bankruptcy Code.
Fremont acknowledges that Junior Lender has made no warranties or representations to
Fremontwith respect to the due execution, legality, validity, completeness or enforceability of the Junior Loan
Documents or the coliectibility of the Junior Indebtedness,
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Fremont, at any.time and from time to time, may enter into such agreements with Borrower as
Fremont may deerTl'Jiroper, extending the time for payment of, oi"rerfewing or otherwise altering the terms of
all or any, of the Senior Indebtedness (other than increasing the principal amount of the Senior loan except in
accordance with the terms of, the Senior loan Documents) or affecting'any security underlying any or all of
such Senior Indebtedness, ormay'ex~hange, sell, release, surrender or otherwise deal with any such security,
without in any way impairing or affecting this Agreement thereby Fremont shall not be required to proceed
against Borrower or any surety'orguarantor or against any collateral heretofore or hereafter provided by
Borrower or any surety or guarantor prior to or as a condition of exercising or enforcing its rights thereunder.
Junior Lender waives any right to challenge, attack or seek to avoid the Senior Indebtedness,
or any liens on collateral securing same, under California Civil Code Sections 3439 et sea" to the extent
appiicable, Bankruptcy Code Section 548, or any other comparabie law or statute, and agrees that the Senior
Indebtedness was incurred, and any iiens securing same were granted, in good faith,. for reasonably
equivalent value, and upon the basis. of balance sheets and cash flow statements demonstrating the solvency
and adequate capitaiization and cash fiow of Borrower Even in the event any of the Senior Indebtedness, or
any iien'securing same, should be invaiidated, avoided or set aside, the subordination provided for herein
nevertheless shall continue in full force and effect and, as between Fremont and Junior lender, the Senior
Indebtedness shall be deemed to remain in full force and effect
In the event that all or any part of the Senior Indebtedness at any time is secured by any
deeds of trust or mortgages or omer instruments creating or granting liens on any interest in real property
(Which event has occurred and is contemplated to occur), Junior Lender authorizes Fremont, upon the
occurrence of and during the. cortinua"nce of any event of default, at its sole option, without notice or demand
and without affecting any obiigations'of Junior Lender hereunder, the enforceability of this Agreement, or the
validity or enforceability of any liens of Fremont on any collateral, to foreclose any and ali of such deeds of
trust or mortgages or other instruments by judicial or nonjudicial sale. Except to the extent required by
appiicable law relating to such foreclosure or sale, Junior Lender expressly waives any right to receive notice
of any judicial or nonjudicial foreclosure or sale of any real property or inlerest therein subject to any such
deeds of trust or mortgages or other instruments and Junior lender's failure to receive any such notice shall
not impair or affect Junior Lender's obligations to Fremont orthe enforceability of this Agreement or any liens
created or granted hereby
12. APPLICATION OF PAYMENTS. Junior lender agrees that Fremont may apply
payments received from Borrower in such manner or fashion as Fremont in its discretion deems appropriate,
and Junior lender shall have no right to direct the manner or fashion in which Fremont applies such
payments.
13. MISCEllANEOUS. This Agreement binds and inures to the benefit of the
successors and assigns of the parties, including without limitation the holders of any participation interests
purchased from Fremont, p~ovided that Junior Lender may not assign the Junior Indebtedness except as set
forth in Section 4 above, This Agreement may not be amended, modified or terminated except by a written
instrument signed by the party or parties to be Charged.
14. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the localiaws of the State of California, without reference to choice of law rules.
15 COUNTERPART EXECUTION. This Agreement may be executed in counterparts
and shall become effective as of the date first set forth above when each party shall have delivered executed
counterparts her~of to the other parties, whereupon all such counterparts shall be deemed originals and, when
taken together, shall constitute.but one agreement.
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16. AUTHORITY. Junior Lender herebyceiiifiestoFremont that Junior Lender has all
necessary authority to grant the subordination evidenced hereby and to execute this Agreement
17 COSTS AND EXPENSES OF PROCEEDINGS. In the event of any litigation,
arbitration, hearing or other proceeding relating to this Agreement, the prevailing party shall be entitled to
recover its reasonable costs and, expenses,. including attorneys' fees. As used in this Agreement, the term
"attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties
hereto, which may include printing, photostating, duplicating and oth~rexpenses, airfreight charges, and fees
billed for law clerks, paralegals, ,librarians and others not admitted to the bar but performing services under the
supervision of an attorney The terms "attorneys' fees" or "attorneys' fees and costs" shall aisoinclude,
without limitation, all such fees and expenses incurred with respect.toappeals, arbitrations, bankruptcy
proceedings and any post-judgment proceedings to collect any judgment, and whether or not any action or
proceeding is brought with respect to the matter for which said fees and expenses were incurred. The
provisions allowing for the recoyery.ofpost-judgment fees, costs and expenses are separate and several and
shall survive the merger of this Agr.eementinto any judgment.
18. WAIVEROF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAiVES A.~Y RI.!3HTTO TRIAL BY JUI~.YOfANY CLAIM, DEMAND, ACTION OR
CAUS~ OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT,
DOCUMENTOR AGREEM~"IT E)(EyUTED OR DELIVERED IN CONfo:lECTION HEREWITH, OR (B) IN
ANY WAY CONNECTEDW.ITHl{R:REt,ATED OR INCIDENTAL TO,TI:lE DEALINGS OF THE PARTIES
HERETO OR ANY OF Tf:lEM W,ITI:!.R~SPECT TO THIS AGRESMENTOR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENTJ:XECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATEi)'HERET90R THERETO, IN EACI:!CASEWHETHER NOW EXISTING OR
HEREAFTER ARISING, ANDWHETI;lER SOUNDING IN CONTR{<CTOR'TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSEOF ACrlONSHALL BE DECIDED BY COURT TRIAL WITHOUT AJURY, AND THAT ANY PARTY
TO THIS.AGREEMENT MAY FILE A-NORIGINAL COUNTERPART ORA COPY OF THIS Section WITH
ANY COURT AS WRITTEN EVU)ENCEOF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY. AS BETWEEN JUNIOR LENDERAND BORROWER ONLY, THE
FOREGOING WAIVER SHALL NOT BE DEEMED TO APPLY TO ANY OF THE JUNIOR LOAN
DOCUMENTS OTHER THAN THIS AGREEMENT, UNLESS SET FORTH IN SUCH DOCUMENTS.
19. NOTICES. Any. notice, or other document or demand.required or permitted under this
Agreement shall be in writing addressed to the appropriate address set forth below and shall be deemed
deiivered upon the earliest of (a)' actual receipt, (b) the next business day after the date when sent by
recognized overnight courier, 0((0) the second business day after the date when sent by registered or certified
mail, postage prepaid. Any party may, from time to time, change the address at which such written notice or
other documents or demands are to be sent, by giving the other party written notice of such change in the
manner hereinabove provided.
To Fremont: Fremont Investment & Loan
175 North Riverview Drive
Anaheim, California 92808
Attention: Commercial Real Estate Department,
Norma Rincand
Loan No. 950113926
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To Borrower' clo Meissner Jacquet
3870 Murphy Canyon Roa,d
Suite 300
San Diego, California 92123-4421
Attention: Tim Meissner
To Junior Lender Poway Redevelopment Agency
13325 Civic Center Drive
Poway, California 92604
Attention: Executive Director
20. FURTHER ASSURANCES. Junior Lendershall, at any time and from time to lime,
! upon the request of Fremont, execute, acknowledge and deliver all such further documents and instruments,
and take all such further actions, as shall be necessary or reasonable to give effect to the agreements set
forth herein,
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IN WITNESS WHEREOF, the parties have executed' this Agreement as of the date first set
forth above.
FREMONT.
FREMONT INVESTMENT & LOAN,
a California industrial loan association
By' /Ld-IW
Its: ~<;S"L +- V;c.-#' /l...,<t;.J_d-
BORROWER:
POWAY LIBRARY PLAZA, LLC, a California .
limited liabil~~pany .
By
"'-'fi
Its:
JUNIOR LENDER:
POWAY REDEVELOPMENT AGENCY,
a public body, corporate and politic
i
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,
STATE OF CALIFORNIA )
COUNTY OF ~'f\ \)~e5-2- ) SSe
)
; \' on~, before me,.:i\l~e {J, Ulrrell; a Notary Public, personally appeared
, .,('(\ me \'6 ~/)p~ , p.'o3f\elly k"v.,!' tu me(or proved to me on the basIs of
;
satisfactory evidence) to Delhe person'whose name is subscribed to the within instrument and acknowledged
to methat~1stre executed the same In~r authorized capacity, and thet by .!1WlIleI'signeture on the,
instrument the person, or the entity upon behalf of which the person ected, executed the instrument.
WITNESS my hand and official seal.
~~
Notary Public
1.- -,:.,,~;,;-,,; "'
_ . Commission #1223)93
l' Notary PUbl1c - Contanta J
j . San Diego Ccunly I
MyCcmm, ElQ:li:es.ltxt3l.2D3
-----------~...;,
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STATE OF CALIFORNIA )
COUNTY OF ?<:o (') D'\Et3 () ) SS,
)
, .1r. O~ q~~ D I , before me, ..shellR.;e \) ,IlJi\(rf',UNotary Public, personally appeared
mp<, 1.... LOPe. , personally known to me (e{.~fQ"egtG me QR IRe basie-ef
~~ti~f~d~')'e'~id'il~ge) to be the person w~~AnQ~me is subscribed ta'the within instrument and acknowledged
to me that ~~executed the same .in' authorized capacity, and'lhat by~ signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
WiTNESS my hand and official seal.
~ll^JlQib)oQ~_
Notary Public
"' ~. .;;,..... .. ii>
r- - - - -S~R;E;;.;{);~ - J
fit Commission # 122.3093
~, . NOtay Publ1c - CofifanlO . ~
J 'San Diego County f
__ _ _ ~~m~~:y~~~
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STATE OF CALIFORNIA )
COUNTY OF Ce./Io,,,M~.... ) SSe
)
~"tlm+ On Oc\,,\,t( d;, 20b I ,before me, 032J.tjl. rIA 2"'C/lM,Q" a Notary Public, personally appeared
Ih t,( , personally known to me (erproved1o-me-en IAe basis-ef
6alisfactorj-€-viElenco) to be the person whose name is subscribed to the within instrument and acknowledged
to me that he/~xecuted the same in hisll<erauthorlzed capacity, and that by hisl.heTsignature on the
instrument the person, or the entity upon behalf of which the person'acted, executed the instrument.
WITNESS my hand and official seal.
1 i- ;;.: ,~.i,~ 'I ..'
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Commtsslon 1/1234987
~, Notay Publ'1C - Cafifomla ~
J Orange County f
. - - - ~~.:~:.~~~~
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EXHIBIT "A"
PARCEL 1
All that portion of the Southwest Quarter of the Northwest QUarter of Section 13, Township
14 South, Range 2 West, San Bernardino Base and Meridian, in the County of San Diego,
State of California, according to Official Plat thereof, described as follows:
Beginning at the Southeast corner of said Southwest Quarter of the Northwest Quarter; thence
along the East line of said Quarter.
1 North 1 040'30" East, 50.00 feet to a point on the Northerly boundary of the public
road known as poway Road-R.S, 944 & R.S. 1713; thence continuing along said East
line
2. North 1040'30" East, 340.02 feet to a point on the Southerly boundary of Heritage
Hills Unit No.4, Map No. 6486, thence along said Southerly boundary of Heritage
Hills Unit No 4, Map No 6486
I 3 North 89008'30" West, 23.92 feet to the True Point of Beginning; thence continuing
I
along said Southerly boundary and the Southerly boundary of Heritage Hills Unit No
1, Map No 5934
4 North 89008'30" West, 458 49 feet to a point on the Easterly boundary of the public
road known as Tarascan Drive; thence along said Easterly boundary
5 South 1033'47" West, 319 76 feet to the beginning of a tangent 20 foot radius curve,
concave Northeasterly; thence Southerly, Southeasterly and Easterly along the arc of
said curve through a central angle of 90042' 17" a distanceof31 66 feet to a point on
the Northerly boundary of Poway Road; thence along said boundary
6, South 89008'30" East, 220.50 feet to a point distant thereon North 89008'30" West,
241 feet from said Point" A", thence Northeasterly in a straight line to the True Point
of Beginning.
EXCEPTING THEREFROM the Westerly 120 feet-measured along the Northerly line.
The Easterly line of said Westerly 120 feet being drawn parallel with the most Westerly line
ofthe above described land and the Southerly prolongation thereof.
PARCEL 2.
All ,that portion of the Southwest Quarter of the Northwest Quarter of Section 13, Township
14 South, Range 2 West, Sail Bernardino Meridian, inthe.City of Poway, in the County of
San Diego, State of California, according to Official Plat thereof, described as follows:
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Beginning at the Southeast corner of said Southwest Quarter of the Northwest Quarter , thence
along the East line of said Quarter North 1040' 30" East 50.00 feet to a point on the
Northerly boundary of the public road known as Poway ~oad R.S. 944 & R.S. 1713-1,
thence continuing along said East.line North 10 40' 30" East 60.49 feet to the True"Point of
Beginning; thence leaving said boundary North 880 50' .38!' West 165.04 feet; thence South
01004' 39" West 61.34 feet to a point on the Northerly right of way of said Poway Road;
thence along said right of way North 890 08' 30" West 76.59 feet; thence leaving said right
of way North 330 59' 15" East 406.01 feet to a point on the Southerly boundary of Heritage
Hills Unit No.4, according to Map thereof No. 6486, filed in the Office of the County
Recorder of San Diego County, September 23, 1969; thence along said boundary South 890
09' 49" East23.92 feet to a point on the Easterly boundary of said Southwest Quarter of the
Northwest Quarter; thence along said boundary South 010 41' 14" West 279.53 feet to the
True Point of Beginning.
PARCEL 3
A walkway access easement over a portion of the Southwest Quarter of the Northwest
Quarter of Section 13, Township 14 South, Range 2 West, San Bernardino Meridian, in.the
City of Po way , County of San,Diego, State of California, according to Official Plat thereof,
more particularly described as follows:
Beginning at a point on the Easterly boundary of said Southwest Quarter of the Northwest
Quarter, being an intersection with the Northerly right-of-way of poway Road, according to
Road Survey 944, thence along said Northerly right-of-way
1. North 89008'30" West 57.86 feet to the True Point of Beginning; thence along said
right-of-way
2. North 89008'30" West 42.14 feet; thence leaving said right-of-way
3 North 01040'30" East 6101 feet; thence
4 South 88050'40" East 42.32 feet; thence
5. South 01050'35" West 60.79 feet to the True Point of Beginning
PARCEL 4.
A parking easement over a portion of the Southwest Quarter of the Northwest Quarter of
Section 13, Township 14 South, Range 2 West, San Bernardino Meridian, in the City of
Poway,. County of San Diego, State of California, according to Official Plat thereof, more
particularly described as follows'
Begiruring at a point on the Easterly boundary of said Southwest Quarter of the Northwest
Quarter, being an intersection with the Northerly right-of-way of Poway Road, according to
Road Survey 944; thence along said Northerly right-of-way.
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1 North 89008'30" West 100.00 feet to the True Point of Beginning; thence along said
right-of-way
2. North 89008'30" West 64 41 feet; thence leaving said right-of-way
3. North 01004'39" East'61.34 feet; thence
4. South 88050'40" East 65.05 feet; thence
5. South 01040'30" West 61'.01 feet to the True Point of Beginning
PARCEL 5:
A drainage easement over a portion of the Southwest Quarter of the NorthweslQuarter of
Section 13, Township 14 South, Range 2 West, San Bernardino Meridian, in the City of
Poway, County of San Diego, State of California, according to Official Plat thereof, more
particularly described as follows:
Beginning at a point on the Easterly boundary of said Southwest Quarter of the Northwest
Quarter, being an intersection with the Northerly right-of-way of poway Road, according to
Road Survey 944; thence along said Northerly right-of-way.
1. North 89008'30" West 134.65 feet to the True Point of Beginning; thence along said
right-of-way
2, North 89008'30" West 29.76 feet; thence leaving said right-of-way
3 North 01"40'39" East 61.34 feet; thence
4 South 88050'40" East 29.84 feet; thence
5 South 01009'20" West 61.19 feet to the True Point of Beginning
PARCEL 6:
A fIre service easement over a portion of the Southwest Quarter of the Northwest Quarter of
Section 13, Township 14 South, Range 2 West, San Bernardino Meridian, in the City of
Poway, County of San Diego, State of California, according to Official Plat thereof, more
particularly described as follows:
Beginning ala point on the Easterly boundary of said Southwest Quarter of the Northwest
Quarter, being an intersection with the Northerly right-of-way of Poway Road, according to
Road Survey 944; thence along said Northerly right-of-way.
1 North 89008'30" West 148.36 feet to the True Point of Beginning; thence along said
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right-of-way
2. North 89008'30" West 16.05 feet; thence leaving said right-of-way
3 North 01004'39" East 27.89 feet; thence
4 South 43010'12" East 15.24 feet; thence
5. North 88057'15" West 13.67 feet; thence
6. North 01"02'45" West 43.87 feet; thence
7 South 88050'40" East 10 01 feet; thence
8. South 01002' 45" EasU;3 48 feet; thence
9. South 88057' 15" West 18.89 feet; thence
10. South 01002 '45" East 7.09 feet to the True Point of Beginning.
PARCEL 7.
A water service easement being a portion of the Southwest Quarter of the Northwest Quarter
of Section 13, Township 14 South, Rari.ge 2 West, San Bernardino Meridian, in the City of
Poway, County of San Diego, State of California, according to Official Plat thereof, more
particularly described as follows:
Beginning at a point on the Easterly boundary of said Southwest-,Quarter of the Northwest
Quarter, being an intersection with the Northerly right-of-way of Poway Road, according to
Road Survey 944; thence along said Northerly right-of-way.
1 North 89008'30" West 93.36 feet to the True Point of Beginning; thence along said
right-of-way
2. North 89008'30" West 1000 feet; thence leaving said right-of-way
3 North 01034'20" East 61 03 feet; thence
4 South 88050'40" East 10 00 feet; thence
5 South 01034'20" West 60 97 feet to the True Point of Beginning
APN 317-101-09, 10
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PARCEL 8:
Easements for vehicular ingress and egress and vehicular p;u:kingas provided in that certain
"Agreement granting Easements for Joint Use of Parking and Driveways" dated June 14,
2001 by and between the City of Poway and Poway Library Plaza LLC.
APN' 317-101-31,32,9 and 10
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