Non-Disturbance Agreement 1987-290450. .
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RECORDING REQUESTED BY
TICR~JgWD~BRWf~&~~ ~,cAlIFORNIA
AND WHEN RECORDED, RETURN TO:
1981 HAY 27 AM 8' 00
I ..yrl'^ I..L',. I.. I
~UN 1 y HLCOHOI~
1055
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POWAY REDEVELOPMENT AGENCY
c/o Thomas P. Clark, Jr., Esq.
Stradling, Yocca, Carlson & Rauth
660 Newport Center Drive
Suite 1600
Newport Beach, California 92660
NON-DISTURBANCE AGREEMENT
fmF
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THIS NON-DISTURBANCE AGREEMENT is made as of the
1;)tL day of
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1987, by and between the POWAY
REDEVELOPMENT AGENCY, a public body organized and existing
under Chapter 2 of the Community Redevelopment Law of the
State of California, hereinafter referred to as the "Agency,"
and DAYTON HUDSON CORPORATION, a Minnesota corporation,
hereinafter referred to as "Tenant."
~R~1.1.l11.N.&RY:
A. Agency is a party to that certain Disposition
and Development Agreement dated February 9, 1986 as amended
by First Amendment To Disposition And Development Agreement
dated February 9, 1987, (hereinafter, the "DDA") a Memorandum
of which is being recorded concurrently with this Non-
Disturbance Agreement, in the Official Records of San Diego
County,/ California, which DDA relates to certain real
property and improvements located thereon situated in the
County of San Diego, State of California, and which real
property is described in Exhibit A attached hereto and
2/018/065217-0003/5
4/23/87
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incorporated by reference herein.
Said real property
described in Exhibit A is hereinafter referred to as the
"Subject Property."
B. Tenant is the tenant under a lease dated
August 22, 1986 between Lucky Stores, Inc., a Califoria
corporation, as tenant and R&R partners-Poway, a California
general partnership, as landlord, as amended by lease
amendment dated 1Jf>R./L 0/7 ' 1987 (hereinafter referred to
as the "Lease"), a short form of which Lease is being
recorded concurrently with this Non-Disturbance Agreement and
which Lease is being assigned to Tenant concurrently with the
recordation of this Non-Disturbance Agreement, where Rand R.
partners-poway, a California general partnership (hereafter
referred to as "Landlord") is Landlord, which Lease demises
to Tenant a portion of the Subject Property.
C. Tenant and Agency desire to enter into this
Agreement to establish certain
rights,
safeguards and
obligations with respect to their interests and to further
provide for various contingencies as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing
and of the mutual agreement of the parties hereto to the
terms and conditions hereinafter contained, the parties
hereto agree as follows:
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1. In the event of any default or other action
under the DDA which results in the conveyance of the Subjec:
property, or a portion thereof, to the Agency or its assigns
(other than a conveyance of the real property defined as the
"Agency portion" in the DDA pursuant to Section 616 of the
DDA or through judicial foreclosure or private power of sale
proceeding, under the lien established by Section 707 of the
DDA) then Agency and Tenant do hereby agree that the Lease
and all of the terms, provisions, agreements and covenants
thereof shall survi ve any such default or defaul ts in, or
other action under the DDA, and the Lease shall continue in
full force and effect in accordance with and subject to all
of its terms, provisions, covenants and agreements as a
direct lease with Agency as landlord and Tenant as tenant.
Agency shall exercise and undertake all of the rights,
obligations and duties of Landlord in and under the Lease and
thereafter shall be entitled to collect all rents and
payments being due and payable under the Lease. So long as
Agency or its successors or assigns exercises and undertakes
all of the rights, obligations and duties of Landlord in anc
under the Lease as a direct Lease, Tenant covenants and
agrees that it shall attorn to Agency or its successors or
assigns as/Tenant's new Landlord. However, in no event shall
Agency or its successors or assigns be liable for or bound by
any payment of rent or additional rent made by Tenant to
Landlord or any such previous lessor for more than one (I)
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month in advance nor for any payment of a security deposit to
such landlord or previous lessor.
2. Agency agrees that, prior to taking any
proceedings to enforce any rights under the DDA which rights
include the conveyance of the Subject property to Agency for
any reason other than the expiration of the term of the DDA
as provided therein, Agency shall Tenant thirty (30) days'
notice in writing prior to the effective date of such
proceedings, specifying the reason for such proceeding. Such
notice shall be given to Tenant at 33 South Sixth Street,
Post Office Box 1392, Minneapolis, Minnesota 55402-1382,
Attention: R..iAt..EsTh1i..-~lYAl>'.WJI57TlA77cAJ, or at such other
address as Tenant may designate to Agency in writing.
3. Agency agrees that, for and during the term of
the Lease and extensions thereof, Agency shall not take any
action, directly or indirectly, to disturb or otherwise
affect Tenant's occupancy of the premises demised by' the
Lease including Tenant's appurtenant right to use common and
parking areas as provided for in the Lease (other than
pursuant to Section 616 of the DDA and/or to foreclose the
lien established by Section 707 of the DDA), so long as
Tenant is not in default thereunder, notwithstanding any
provisions to the contrary contained in the DDA.
4. No provision contained herein shall be deemed
an amendment or modification of any provision contained in
the Lease, including, without limiting the generality of the
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foregoing, any rights thereunder given to Tenant to terminate
the Lease.
5. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their success-
ors, transferees and assigns.
IN WITNESS WHEREOF,
the
parties
hereto
have
executed this Agreement as of the day and year first herein-
above set forth.
POWAY REDEVELOPMENT AGENCY
a California public body
By:
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"Agency"
DAYTON HUDSON CORPORATION,
a Minneapolis corporation
By:
\
r:dw.~rd J 8ierm~r'1
Vice PreSident
a~gsl Sfores
By:
~L~
William P.Hise
Assistant Secretol)'
"Tenant"
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STATE OF CALIFORNIA )
) ss.
COUNTY OF . SAN DIEGO )
-ri
On' the /,,3 - day of /YJ.qy , 1987, before
me, the undersigned, a Notary Public, in and for said State
and County, personally appeared ,~RLlCG .::], Tt:JrLe'1-
and n-.""tl-:Jof'1IE' I<!. WAHL..> TE,v , personally known to
me (or proved to me on the basis of satisfactory evidence) to
be the persons who executed the wi thin ins t rument as the
CHA.RrnA-'I .pra.ident and Secretary, on
behalf of POWAY REDEVELOPMENT AGENCY, the corporation therein
named, and acknowledged to me that such corporation executed
the within instrument pursuant to its bylaws or a resolution
of its board of directors.
WITNESS my hand and official seal.
(SEA 8
OFFICiAl SEAL
CATHY BROKAW
Nalary PuIlIJc-<:aIlIomIa
SAN DIEGO COUNlY
My Corrrn. EJ<p . lop. 21, ll1l9
c~ vf1~~
Notary Pub c
STATE OF '-L(~Ne~oT-A )
) ss.
COUNTY OF tterJN~/N )
On the .2KOI' day of A.r,,', \ , 1987, before
me, the undersigned, a Notary' 'fublic, in and for said State
and County,. personally appeared cciulo.<d :r. e.1~Ao\\
and W\I[IAA. P, ~ , personally known to
me (or proved to me on the basis of satisfactory evidence) to
be the persons who exeS:.l!..tJi!<;l, the within instrument as the
V (('P. President)"'an'cf'l"~ A-SSI.s..~t Secretary, on
behalf of DAYTON-HUDSON CORPORATION, the corporation therein
named, and acknowledged to me that such corporation executed
the within instrument pursuant to its bylaws or a resolution
of its board of directors.
WITNESS my hand and official seal.
. ACWJ~t,~
No,tary Public
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'. '.Develoger Portic~
THE LAND R'EFERRED TO IN THISCOM!dITMENT IS LOCATED IN THE
.COUNTY OF. SAN DIEGO, STATE, OF CALIFORNIA AND DESCRIBED AS FOLLOWS:
THAT FORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION
2, TOWNSHIP 1~ SOUTH,-RANGE 2 WEST.'SAN BERNARDINO MERIDIAN, ACCORDING TO
OFFICIAL PLAT THEREOF, AND THAT PORTIDN.OF THE COUNTY OF SAN DIEGO TRACT
NO. 4107; ACCORDING TO MAP THEREOF NO. 10258 FILED IN THE OFFICE OF
COUNTY RECORDER OF SAN DIEGO COUNTY ON NOVE~BER 6, 1981, ALL IN THE CITY
OF POWAY, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS
FOLLOWS: .,
COMMENCING AT THE INTERSECTION OF THE SOUTH LINE OF SAID SECTION 2 WITH
THE CENT~R LINE OF COUNTY OF SAN DIEGO ROAD SURVEY NO. lB59-2, ON FILE IN
THE OFFiCE OF THE COUNTY ENGINEER OF SAID COUNTY, SAID INTERSECTION BEARS
SOUTH 86037' 04" EAST, 1309.78 FEET FROM THE SOUTHWEST CORNER OF SAIO
SECTION 2; THENCE.SOUTH 81f037'04" EAST, 33.03 FEET TO A LINE THAT IS
PARALLEL WITH AND 33.00 FEET EASTERLY, MEASURED AT RIGHT ANGLES FROM THE
CENTER LINE OF SAID ROAD SURVEY NO. 1859-2; ~HENCE LEAVING SAID SOUTH LINE
OF SECTION 2 ALONG SAID LINE PARALLEL WITH THE CENTER LINE OF ROAD SURVEY
NO. 1859-2 NORTH 1005'35" EAST, 523.66 FEET TO THE POINT OF BEGINNING;
THENCE CONTINUING ALONG SAID FARALLEL LINE NORTH 1005'35" EAST, 415.92
FEET TO THE BOUNDARY OF LAND DESCRIBED IN DEED TO THE COUNTY OF SAN DIEGO
RECORDED MARCH 13,1981 AS FILE/PAGE NO. 81-076295 OF OFFICIAL RECORDS;
THENCE ALONG THE EOUNOARY OF SAID COUNTY LAND SOUTH 88054'25" EAST, 13.00
FEET; THENCE CONTINUING ALONG SAID BOUNDARY NORTH 1005'35" EAST, 17.65
FEET TO THE BEGINNING OF A TANGENT 1654.00 FOOT RADIUS CURVE, CONCAVE
EASTERLY; THENCE CONTINUING ALONG SAID BOUNDARY AND THE ARC OF SAID CURVE
NORTHEASTERLY; THROUGH A CENTRAL ANGLE OF 12044'41" A DISTANCE OF 367.91
FEET TO THE SOUTHERLY BOUNDARY OF COUNTY OF SAN DIEGO TRACT NO. 3461-7,
ACCORDING TO MAP THEREOF NO. 8885, FILED IN THE OFFICE OF COUNTY RECORDER
OF SAN DIEGO COUNTY ON JUNE 7, 1978, A RADIAL LINE TO SAID POINT BEARS
NORTH 76009'44" WEST; THENCE LEAVING SAID COUNTY LAND ALONG THE SOUTHERLY
BOUNDARY OF SAID MAP NO. 8885 SOUTH 86050 '15" EAST (MAP NO. 8585 EQUALS
SOUTH 86051'57~ EAST) 387.97 FEET TO THE CENTER LINE OF TWIN PEAKS ROAD,
(125.00 FEET WIDE) FORMERLY CAMINO DEL NORTE, AS DEDICATED ON THE
ASOVEMEN~IONED MAP NO. 10255, SAID POINT BEING IN THE ARC OF A lEOO.OO .
FOOT RADIUS CURVE, CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT
EEARS NORTH 5105='38:' EAST; THENCE LEAVING THE SOUTHERLY BOUND~RY OF S~ID
MAP NO. .8855 SOUTHEASTE?L Y ALONG SAID CENTER LINE AND THE ARC OF SAID
CURVE THROUGa-A CENTRAL ANGLE OF 1017'53" (MAP NO. 10255 EQUALS 1017'43")
A DISTANCE OF' 33.98 FEET (MAP NO. 10255 EQUALS 33.91 FEETl:; THENCE
CONTINUING ALONG SAID CENTER LINE TANGENT TO SAID CURVE SOUTH'36043'2S",
EAST, 601.37 FEET TO AN INTERSECTION WITH THE BOUNDARY OF SAID MAP NO.
10253; THENCE LEAVING SAID CENTER LINE ALONG THE BOUNDARY OF SAID MAP NO.
10253 SOUTH 53016'3'" WEST, 117.55 FEET; THENCE CONTINUING ALONG SAID
BOUNDARY THE FOLLOWING COURSES SOUTH 12031'51" WEST, 198.52 FEET; SOUTH
83041'27" WEST, 173.00 FEET; NORTH 74049'13" WEST, 72.50 FEET AND NORTH
45010'53" WEST, 69.30 FEET; THENCE LEAVING THE BOUND:"RY OF SAID MAP NO.
10255 ALONG THE BOUNDARY OF LAND DESCRIBED IN DEED TO THE COUNTY OF SAN
DIEGO RECORDED OCTOBER 31, 1980 AS FILE/PA~= NO.' 80-365974 OF OFFICIAL
RECORDS SOUTH 51043'07" WEST (DEED eqUALS SOUTH 51043'40" WEST), 138.8~
EXHIBIT ~ \11"
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FEET; THENCE CONTINUING ALONG SAID BOUNDARY NORTH 74019'43" WEST (DE2D
EQUALS NORTH 74" IS' 10" WESi). 118.40 FEET AND NORTH 80054'25" \'lEST (NORTH
88054'50". WEST); '185.40 FEET TO THE TRUE POINT OF BEGINNING.
EXPRESSLY EXCEPTING THAT PORTION OF THE NORTHEASTERLY HALF OF SAID CAMINO
DEL NORTE DE~ICATED ON SAID hlAP NO. 10255.
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Agency Portion
01-29-!!7
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AG:::NCY POR7:0~
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TIIAT PORTION OF SECTIONS 2 AND 11, TOII~SHIP 14 SOUTH, RANGE
2 IIEST, SAN BERNARDINO HERIDIAN, IN THE CITY OF POIIAY,
COUNTY OF SAN DIEGO, S7ATE OF C~LlfORNIA, ACCORDING TO
UNITED STATES GOVERNHENT SURVEY, APPROVED SEPTEHBER 11,
1879, ALSO BEING A PORTION OF PARCEL 1 AS DESCRIBED IN DEED
TO THE COUNTY OF SAN DIEGO RECORDED OCTOBER 31, 1980, AT
fILE/PAGE NO. 80-365974, OffICIAL RECORDS, DESCRIBED AS
fOLLOHS:
. BEGINNING AT THE INTERSECTION OF THE CENTERLINE Of POHERADO
ROAD WITH THE SOUTH LINE Of SAID SECTION 2, AS SHOIIN ON
RECORD Of SURVEY HAP NO. 6563. fILED IN THE OfFICE Of THE
COUNTY RECORDER Of SAID COUNTY ON JULY 21, 1965, SAID POINT
BEARS SOUTH 86-37-04 EAST, 1294.08 fEET (RECORD Of SURVEY NO
6563 = SOUTH 86-37-45 EAST, 129u,88 fEET) fRO~1 THE SOUTHIIEST
CORGER Of SAID SECTION 2; THEnCE ALONG THE SOU.H LINE OF
SAID SECTION 2 SOUTH 86-37-04 EAST, 48.73 fEET (DEED = SOUTH
86-37-45 EAST, 49.05 fEETl TO A LINE THAT IS PARALLEL WITH
AND 33.00 fEET EASTERLY, HEASURED AT RIGHT ANGLES fROH THE
CENTERLINE Of ROAD SURVEY NO, 1559-2, ON fILE IN THE OfFICE
Of THE COUNTY ENGINEER; THENCE LEAVING SAID SOUTH LINE ALONG
SAID PARALLEL LINE ~ORTH 1-05-35 EAST, 523.56 fEET ( DEED =
. NORTH 1-05-02 EAST, 523.08 fEET); THENCE LEAVING SAID
PARALLEL LINE SOUTH 88-5~-25 EAST (DEED = SOUTH 88-5~-58
EASTl,185.40 fEET; THENCE SOUTH 7~-19-43 EAS. ~DEED = SOUTH
74-19-10 EASTl 118.40 fEET;THENCE NORTH 51-43-07 EAS7 (DEED
NORTH 51-43-40 EAST l, 130. 8~ fEET TO AN ANGLE POINT IN THE
BOUNDARY Of COUNTY Of SAN DIEGO TRACT NO. 4107, AS SHOHN ON
HAP THEREOf NO. 10258, fILED IN THE OfFICE OF THE COUN.Y
RECORDER Of SAID COUNTY ON NOVE~SER 6, 1981; THENCE ALONG
IHE BOUNDARY Of SAID HAP NO. 10258, SOUTH 46-10-53 EAST,
69.30 fEET AND CONTINUING ALONG SAID BOUNDARY SOUTH 74-49-13
EAST, 72.50 fEET AND NORTH 83-41-27 EAST, 173.00 fEE. AND
NORTH 12-13-51 EAST, 198.52 FEE. AND NORTH 53-16-31 EAS.,
54.58 fEET TO THE SOUTIIWESTERLY' SIDELINE Of TWIN PEAKS ROAD
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2 of 2
Agency portion
(FORMERLY CAMINO DEL NORTE) (126.00 FEET WIDE); THENCE
LEAVING SAID TRACT BOUN~ARY ALONG SAID SOUTHWESTERLY
SIDELINE SOUTH 36-.3-29 EAST, ..6.25 FEET TO THE BEGINNING
~f A TANGENT 1863.00 fO~T RADIUS CURVE CONCAVE
NORTHEASTERLY; THENCE SOUTHWESTERLY ALONG THE ARC Of SAID
CURVE THROUGH A CENTRAL ANGLE Of .-15-59 A DISTANCE Of
138.72 fEET TO A POINT Of CUSP WITH A 25.00 fOOT RADIUS
CURVE CONCAVE SOUTHERLY, A RADIAL LINE THROUGH SAID POINT Of
CUSP BEARS NORTH .9-00-32 EAST; THENCE LEAVING SAID 1663.00
fOOT RADIUS CURVE COUNTERCLOCKWISE ALONG THE ARC Of SAID
25.00 fOOT RADIUS CURVE THROUGH A CENTRAL ANGLE Of .87-30-39
A DI::TANCF. OF' 30.10 fF.F.T; TIIENCE TANGENT TO SAID CURVE SOUTH
51-29-53 WEST, .82.02 fEET TO Till:: UI::(;1NII111(; Of A TAIIGCIIT
1057.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE
SOUTHWESTERLY AND WESTERLY ALONG THE ARC Of SAID CURVE
THOOUGH A CENTRAL ANGLE Of 37-.9-03 A DISTANCE OF 697.66
FEET; THENCE TANGENT TO SAID CURVE SOUTH 89-18-56 WEST,
56.27 fEET TO THE BEGII;IIING Of A TANGENT 25.00 fOOT RADIUS
CURVE CONCAVE SOU!HEASiERLY; THENCE COUNTERCLOCKWISE ALONG
THE ARC Of SAID CURVE THROUGH A CENTOAL ANGLE OF 66-00-00 A
DISTANCE OF 38.~O fEET, TO A ~INE THAT IS PARA~LEL WITH AND.
51.00 FEET EASTERLY, MEASURED AT RIGIIT ANGLES fROM THE
CENTERLINE Of THE ABOVEMENTIONED COUNTY Of SAN DIEGO ROAD
SURVEY NO. 1859-2; THE1;CE PARALLEL WITH SAID CENTERLINE,
SOUTH 1-18-56 WEST (HO'D SURVEY NO. 1859-2 = SOUTH 1-18-08
WEST>, 503... FEET; THENCE AT RIGIIT ANGLES NORTH 88-.1-0.
WEST, 60..1 FEET TO THE ABOVEMENTIONED CENTERLINE OF
POHERADO ROAD AS SHOWN ON RECORD OF SURVEY NO. 6563; THENCE
ALONG SAID CENTERLINE HORTH 0-50-51 EAST (RECORD OF SURVEY
NO. 6563 = NORTH 0-50-ijO EAST) 769.52 FEET TO THE POINT OF
BEGINIHHG.
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