Grant Deed 1998-0084895
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RECORDINGREQUES:rED BY,
MAIL T'AX STATEMENTS TO
AND WHEN RECORDED MAIL TO:
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MattTravis,as"trUsree,(jf the
Travis Faniily Trust
15774 Sunset 'Drive, Pciway" CA 92064
AttIl: Matt 'Travis
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This dOCUmerit isexemp~ ~ompayment of a recording fee
pursuant to Governm~nt Code Section 27383.
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GRANT DEED
Documentarq Transfer Tax $495.00
For valuable consideration, receipt of which is hereby acknowledged,
The POWAY REDEVELOPMENT AGENCY, a public, body, corporate and politic (the
"Agency"), acting to carry out the Redevelopment Plan ("Redevelopment Plan") for the Poway
Community Project (the, "Project"), under the Community Redevelopment Law of California,
hereby grants to MNYfrfRINYIS;,As Trustee of the Travis ,Family Trust dated November 11,
1993 ("Landowner"), the real property hereinafter referred to as the "Site," described in Exhibit
"A" attached hereto and, incorporated herein, subject to the existihgeasements, restrictions and
covenants of record described there.
1. Reservation-of Mineral Rights. Agency excepts and.reserves from the conveyance
herein described all interest 6fthe Agency in oil, gas, hydrocarbon substances and minerals ot"
every kind and character'lying more'fuan five hundred (50Q) feet below the surface, together with
the right to drill into, through, and tO,use and occupy all partS of the, Site lying more than five
hundred (500) feet below the surface thereof for any and all purposes incidental to the'exploration
for and production of oil, gas, hydrocarbon substances,or minerills from said Site or other lands"
but without, however, any righrto use either the surface of the,SittO or any portion thereofwithin
five hundred (500) feet of the surface for any purpose or purposes whatsoever, or to use the Site in
such a manner as to create a disturbance to the use or enjoyment of the Site.
2. Conveyance inAccordance With Redevelopment Plan and Disposition and
Development Agreement. The Site is conveyed in accordance with and subject to the
RedevelopmenrPlanwhich was approved and adopted py'o.rdinance No, 117 and amended by
Ordinance No. 415 of lheCityCouncil of the City of Poway, and a Disposition and Development
Agreement en~red into between Agency, Landowner aIld HMT Automotive, Inc" a California
corporation (the "Operator") daU:dNovember 4, 1997 (the "DDA"), ,a copy of which is on [lie " ,
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with the Agency at i~ offices ,as a public record and which is incorporated herein by reference.
The DDA generally requires the Operator to construct arid operate an automobile dealership (the
"ConformiI1g Dealership Facility," as defined in the DDA) on the Site (the "Developer
Improvements'!), and other requirements as set forth therein, All terms used herein shall have
same meaning as those used in theDDA.
*Hardy Matthew Travis
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3, Permitted Uses. The Landowner covenants'and,agrees for itself, its successors, its
assigns; and,every'successor,in interest to the Site or any part thereof, thallipon the date of this
Grant. Deed ,and during cOIlStruction through completiori of development and thereafter, the
Lando'W'l1er shall devote the Site and cause the Site to be devoted to the following uses:
(a) The LandoWner covenants and agrees for itself, its successors, assigns, and
every successor in interest to the Site',or any part thereof, that during construction and thereafter,
the Landowner shall ,devote' the Site to the uses specified inthecRedevelopment Plan and this Grant
Deed for the periods of time specified therein. All uses conducted 'on the Site, including, without
limitation, all a~tivities undertaken by ,the Landowner and the Operator pursuant to ,the DDA, shall
conform to the DDA, the Redevelopment Plan and all applicable provisions of the City Municipal
Code, The foregoing covenantS shall run with the land,
(b) For a.tetm commencing upon the date of this Grant Deed and ending twenty
(20) years from the date that. a :Conforming Dealership Facility lawfully opens for business on the
Site (which twenty-year period constitutes the "Operating Covenant Period"), a Conforming
Dealership Facility 'shall be operated on the Site on a continuous basis" devoted to, the sale of new
and used automobiles and truckS Mone or more Authorized Product Llnes with Manufacturer's
approval as a factory-authorized new automobile dealer as the principal activity conducted on the
Site, In addition, all activities 'for the leasing of automobiles from the ,ConfOrnling Dealership
Facility shall be conducted either on the Site or at an office located within the City of Poway.
Notwithstanding the foregoing,:the:Landowner or the Operator may tequestthe written approval of
the Agency for the sale of adiffetentor additional make ofautomobUe pursuant to Section 603 of
the DDA, After the opening ofa,Conforming Dealership Facility on the Site, additional product
lines may be added on the Site without necessity of obtaining further Agency consent; provided that
the addition of such products shall not excuse the requirement hen;under to operate or cause to be
operated a Conforming Automobile Dealership Facility with Authorized Product Lines of the
approved ManufactureL No otheruses',may be made on the Site during the Operating Covenant
Period without the prior written-approval of the Agency, which approval may be granted, refused,
or granted subjeCt to conditions"as provided in Section 603 of the DDA. The Landowner
acknowledges that the Purchase Price has been based upon the devotion of the Site to use as a
Conforming Dealership Facility for. a period of twenty (20) years, and that the Purchase Price
would have ,been materially higher if the Site were not limited to stich lise, The requirements ,of this
Section 3(b)sha!l run with,the land. Except with the prior written consent of the Agency for each
instance, which consent may be'granted or withheld in'the Agency's reasonable discretion, the
faihire,'to operate';a Conforming Dealership Facility on the Site for ,ninety (90) or more consecutive
days shall, atthe Agency's option, constitute a Default'hereunder; provided, however, that for
purposes of this'Section 3(b) a Conforming DealerShip Facility shall be deemed tO,be operating
during any period thata Conforming Dealership Facility is prevented from being operated due to
(i) required or neCessary rehabilitation of the Developer Improvements on the Site (provided that
the period during which a Conforming Dealership Facility is not operated as a result of the
rehabilitation shall in no event exceed ninety (90) days), or (ii) force majeure eventSptirsuant to
Section 602 Of the DDA which are not in any way due to the acts or omissions of. the Landowner or
Operator.
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4; RestriCtions,on Transfer. The Landowner further agrees as follows:
a_ Forthe'periodco=encing upon thedateiof this Grant Deed and until the
issuance by the,Agencyof a Release of Construction Covenants, following the completion of all of
the Developer Improvements, no voluntary or involuntary successor in interest of the Landowner
shall acq\!ire, any 'rights or powersurider the DDA or thrs GrantDeed, nor shall the Landowner
make any. total ,or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease
of the' whole or any part of the Site,or the Developer Improvements thereon without the prior
express wrinenapproval of the Agency pursuant to Section 603 of the DDA.
b, No lien or encumbrance shall be placed,on.the Site other than mortgages,
deeds of trust, or any other forin Of conveyance required for fIIianciiig of the construction of the
Developer Improvements on'the Site, and any other expenditures , necessary and appropriate to
develop the Site pursuant to the DDA, except to the extent approved by the Agency as more
particularly provided in the DDA,
c. All of the terms, covenants and conditions of this Grant Deed shall be
binding upon the Landowner and the permined successors and assigns of the Landowner.
Whenever the term "Landowner" 'is used in this Grant Deed, such term shall include any other
permitted successors and assigns as herein provided,
5. Nondiscrimination, The Landowner herein,co,-:enants by and for itself, its heirs,
executors, administrators and assigns, and all persons claiming tinder or through ,them, that there
shall be no discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion,sex, marital status, national origin or-ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the
Landowneritself or any person c1aimingunder or through Landowner, establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number,use or occupancy of tenants, lessees, subtenants, subJessees or vendees in the land ,herein
conveyed, The foregoing covenants shall run with the land.
The Landowner shall refrain from restricting the rental, sale or lease of the Site on the basis
of race, color, religion, sex, marital status, ancestry or national origin of any person, All such
deeds, leases or contracts shall contain or be subject to substantially the following
nondiscrimination or nonsegregation clauses:
(a) In deeds: "The graniee herein covenants by and for himself or herself, his
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or her heirs, executors, administrators and assigns, and all petsonsc1aiming under or through
them, that there shall be no discrimination against or segregation of, any person or group of
petsonson account of race, color, creed, religion, sex, marital status, national origin or ancestry in
the sale, lease, sublease, transfer. use, occupancy, tenure or enjoyment of the land herein
conveyed" nor shall the grantee or any person claiming under or through him or her, establish or
permit'anysuch,practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees
in the land herein conveyed, The foregoing covenants shall run with the land,"
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(6) In leases: "The1essee herein covenants\byand for himself or herself, his or
her heirs, exec\itors, 'administrators, and assigns, and aU persons claiming under or through him or
her, and,this lease is made and accepted upon and subject to the following conditions:
"That there " shall be no discrimination against, or segregation of any person or group
of persons,.on account of race, color, creed, religion,sex, marital status, national' origin,
oJ <II1cestry in the le"asing",subleasing, transferring, use"occupancy, tenure, or enjoyment of
the premises herein leased nor. shall the lessee himself. or herself, or any person claiming
under or through him or her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use, or
occupancy of tenants, lessees, sublessees, subtenants, oryendees in the premises herein
leased,"
(c) In contractS affecting the use or enjoyment o'f land: "There shall be no
discrimination agairistor s<;gregatioif of, any person, or group'of persons on account offace,
color, creed, religion" sex, marital status, national origin, or ancestry, in,the sale, lease, sublease,
transfer, use, occupancy, tenure'or enjoyment of the premises"nor shall the transferee himself or
herself or any person claiming , under or through him or her, establisb'or'permit any such practice
or practices of discrimjnation or s_egregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sub1essees or vendees of the premises."
6. Failure to Complete Developer Improvements. In any case where, thirty (30)
days after the holder ,of any mortgage or deed of trust creating, aJien or encumbrance upon the,Site
or any part thereof receives a'n.otice:from Agency of a default iIl,thecompletion of construction of
any of the Developer Improvements under the OOA, and such holder has not exercised the option
to construct as set forth inSectio:o..311 of the DO A, or if it has exercised the option but has
defaulted hereunder and failed wtime1y cure such default, iIladdition to and not in derogatiori of
any other rights or remedies itmayhaye, the Agency may p.urchase the mortgage or deed oUrust
by payment to the holder o(the arn.ountof the unpaid mortgage,or deed of trust debt, iIlcluding
principal and interest and all other sums secured by the mortgage or deed of trust If the
ownership of the Site or any p,!rfthereof has vested in,theholder"the Agency, if it so,desires, shall
be entitled'to a'conveyai1c~ from the holder to the Agency upon payment to the holder of an.amount
equal to the sum of the following:
a. The unpaid ID,ortgage or deed of trust debt at the time title became vested in
the holder (Ie~s allappropfiatectedits, including those resulting from,collection and application of
rentals and other income received during foreclosure proceediIlgs);
b. All expenses with, respect to foreclosure including reasonable attorneys'
fees;
c., The net.expense, If any (exclusive 'of general overhead), iIlcurred by the
holder as a directresultof the subsequent management of the Site or part thereof;
d. The costs of any improvements made by such,holder;
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e, An amountequi"alent to the interest,ti)at,.wouJd,have'accrued on the
aggregate of such,amolIDts.had!allsuch amounts becomepart,6f the rrtortgage or deed of trust debt
and such:debthad connnued:ifPexjstence to the date of paymenfby-the Agency; and
f. Any cust6inaryprepayment charges imposed by the lender pursuant to its
loan documents and agreed to by the Developer.
7, Right ofllie Agency to Cure Mortgage or Deed of Trust Default. In the event of
a mortgage or deed of trust defilUltor breach prior to the completion of the construction of any of
the Developer Improvements"or any part thereof, Landowner shall immediately deliver to Agency a
copy of any mortgage ,holder's t)otice of default. If the holder of ' ,any' mortgage or deed of trust has
not exercised its option to COlIStruCt, the Agency shall have the'rightbut no obligation to cure the
default. In such event, the Agencyshilll be entitled to reimbursement from the Landowner of all
proper costs and expenses incurred.by the Agency in curingsu~hdefault. The Agency shall also
be entitled to a,lien upon the Site to, the extent of such costs and disbursements. Any such.lien shall
be junior and subordinate to the mortgages or deeds oCtrustpursuant to Section 311 of the DDA.
8. Agency Option to,Reacquire Site. The parnes acknowledge that the primary
objectives oIthe Agency.in' conveying ,the Site to the Landowner are to ,eliminate blight within the
Project, encourage new investment in ,the City, ensure the optimum generation of sales tax
revenues, maximize the useof:real property within the Project,and,stimulate the economic
development of the City. Ac~ordU;gly, the Agency is and will,continUe to be interested in the long
term use of the Site and operation of a Conforming Dealership 'Facility thereon, At all times
during a term commencfug on.fue date of this Grant Deed, and endfug twenty (20) years from the
date a Conforming Dealership"Pacility ,lawfully opens for business on the Site (the "OptionTenn "),
the Landowner hereby'grants to ,the Agency, and the Agency shall have, subject to any deeds "of
trust which have been approved;purs\lant to Section 311 oCthe DDA, an option (the "Option") to
purchase the Site and Developer:Improvements for a cost (the "Option Price") not to exceed the
Purchase Price set fo~ in Section 20L2of the DDA plus thetotai "Developer's Cost" (as defined
in the DDA) actuallyfucurred to develop and complete the Developer Improvements, less
depreciation in accordance with. generally accepted accounting principles, which Option is
exercisable by the Agency futhe event any of the herefuafter described conditions of this Section 8
occur. The Option Price' shall. b,e'payable as follows: first, to satisfy any taxes or assessments
imposed in connection with ,the Site and payment of which is due; second, to payoff the
promissory note or notes held by the holder of the first deed of trust encumbering the Site; third, to
the LandOwner, 'The,A:gencY',shallhave. the right but not the obligation to exercise the Optiori,at
any time during the Option Term upot) the occurrence of any of the following events: (i) the
proposed Transfer of all or any part of the Site and/or the Developer Improvements, except as a
Transfer is duly approved in writing by the Agency pursuant to the DDA, or (ll) the "Closure" (as
defined in the DDA) of the ,operation of a Conforming Dealership Facility on the Site for not less,
than one hundred,tWenty (120) days, If the Option has not been exercised during the Option Term,
it shali automatically expire at the end of said term, Upon such expiration, the Agency will, upon
receipt of request, therefor by the Landowner, provide written confirmation in recordable form that
such Option no longer remains in'effect.
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9. Power of Termination. The Conveyance of the Site to, the Landowner pursuant to
this GrantDeed'isngageog the coIidition that the Developer improvements ,are constructed and the
Gonforming Dealership Facility is opened for businesno the, pUblic within the time set forth in the
DDA, If the Landowner ()rOp'erator defaults, beyond the applicable cure period, under the
prpvisions ofthe'ODA providing for the development of the Developer Improvements and the
opehingofaCohforming Dealership Facility, the Agency and,itssuccessors or assigns, without
paYing any compensation for any buildings or other improvements on the Site, and without making
any compensation or incurring any liability for damages or losses of any kind, shall have the power
to terminate all right, title, and'interestin the Site granted by the Grant Deed to the Landowner,
and its heirs, successors and assigns,.in the manner provided by law for the exercise ,of this power
of termination. Immediately on such a termination, the Landowner or its heirs, assigns or
successors, shall forfeit all rights or title to the Site, and the Site shall revert to the Agency or the
Agency's:assigns or successors" It is intended hereby to create apower of termination pursuant to
the California Civil Code. If; at;the expiration of five (5)yearsfroin the date of this Grant Deed,
the Agency (or its successors or assigns) ,has not exercised the power of termination retained
hereunder, such powershall,be.terfuinated. This power of termihation shall earlier cease upon the
commencement of operation ofa Conforming Dealership Facility following the completion of the
Developer Improvements. The-rights established in this Section 9 are not intended to be exclusive
of any other right, power or remedy, but each and every such right, power, and remedy shall be
cumulative and concurrent and shall be in addition to any other right, power and remedy authorized
herein or now or hereafter existing at,lawor in equity, Theserights are to be interpreted in light of
the fact that the Agency has conveyed the Site to the Landowner,for redevelopment purposes ,
particularly for development ofa Conforming Dealership Facility, and not for speculation in
undeveloped land,
10. Violations DoNot Impair Liens. No violation or breach of the covenants,
conditions, restrictions,provisions or limitations contained' in this Grant Deed shall defeat or
render invalid or in any way iinpairthe lien or charge of any mortgage or deed of trust or security
interest permitted by paragraph 4 Of this Grant Deed; provide,d, however, that any subsequent
owner of the Site shall be bound by such remaining covenants, conditions, restrictions, limitations
and provisions, whether such owner's title was acquired byforecl6sure, deed in lieu of
foreclosure, trustee's sale or otherwise.
11. Covenants , Run With Land. All covenants contained in this Grant Deed shall be
covehants:running with, the land, All of Landowner's obligations hereunder except as otherwise
expressly provided hereunder shalLterminate and shall become'llull and void on July 15, 2030 [the
expiration of the land:use res~ictions on the RedevelopmentPlari]. Every covenanrconlained in
this Grant Deed against discrimination contained in paragraph 5 of this Grant Deed shall remain in
effect in perpetuIry,
12, Covenants For Benefit of Agency. All covenants without regard to technical
classification or designation shall be binding for the benefitoftheAgency, and such covenants
shall run in favor of the Agency for the entire period during which such covenants, shall be in force
and effect, without regard to whether the Agency is or remains an owner orany land or interest
therein to which such covenants,:relate. The Agency, in the event of any breach of any such
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covenants,shali have the righi,to exercise all the rights andremedies and to maintain any actions at
law or suits inequity'of'other, proper proceedings to enforce,the,cuting of such breach.
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13. RevisionstolGrant Deed. Both Agency, its successors and assigns, and
Landovvner and the'successors and assigns of Landowner in;,and to all or any part of the, fee title to
the,Site"shall hilvethe right with the mutual consent of the Agency to consent and agree to changes
in, or to,eiimfuate in whole or in part; any of the covenants, easements or restrictions contained in
this GraptDeed without the consent of any tenant, lessee, easement holder, licensee, mortgagee,
trustee, beneficiary under a deed oitrust or any other person or entity having any interest less than
a fee in,the Site. However;Landowner and Agency are obligated to give written notice to and
obtain the consent of any'flfstmOftgagee prior to consent'or agreement between the,parties
concerning such changes to this Grant Deed. The covenants contained in this Grant Deed, without
regard to technical Classification, shall' not benefit or be enforceable by any owner of any other real
property within' or outside the Project Area, or any person or entity having any interest in any other
such realty. No amendment to the Redevelopment Plan shall reqliire the consent of the
Landowner.
AGENCY:
PO WAY REDEYELOPMENT AGENCY, a public
body, corporate and politic
By:
ATI'EST:
'-- .
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APPROVED AS TO FORM:
Stradling Yocca Carlson &
Agency SpeCial CoUnsel
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STATE OF CALIFORNIA )
COUNTYOF Sa.., Di~o ) ss,
)
On te..'o\l..~j 9 ) \ qQ.,?> , before me, E. \ \"ZA~ I<+\-- f. ~'('\ , Notary Public,
(Print Name of Notary Public)
personally appeared 0" a."",~~ L. ~OUl Q.'tl-....o><.
,
~ personally known to me
-or-
0 proved to me on the basis of satisfactory evidence to be the person~whose name""
is+al:e subscribed to the within instrument and acknciwledged to me that he/3lgeftl9cy
executed the same in hisll ..!,/their authorized ,capacitytiesj, and that by his/lgerJtt:lgir
signature~ on the instrument the person(81, or the entity upon behalf of which the
:::0J:!(~ ~tli.d...e~<;>Jt~d' instrument.
I ~ c:=~::::.. WITNESS my hood '"' oftid,1 ",I
i -,,; Notary Pubic - Caifomlo I
1 San Dkogo County f ~~
My Ccmm , Expires Apr 7.2lD1
- --- ...., -......-~ ...,." -- ., - -
Ignu ory
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this fonn.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
0 Individual
0 Corporate Officer
Title(s) Title Or Type Of Document
0 Partner(s) 0 Limited
0 General
0 Attomey-in-Fact Number Of Pages
0 Trustee(s)
0 Guardian/Conservator
0 Other:
Signer is representing: Date Of Document
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
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LANDOWNER:
By:
Matt Travis; astrus e e Travis Family Trust
dated November 11,1993
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STATE OF CALIFORNIA
COUNTY OF J{)/'If) IlUl'rJ
)
) ss.
)
On ..).I/hAn If:" <,
I
q /99 f
,
, before me,
JI.La',,t-f, /.l,genne#
(Print Name of Notary Public)
, Notary Public,
personally appeared flruvLy 7Y;tdli..euJli-M);.5
0' personally known to me
-or-
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to tliinvithin instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) onthe instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
o
~------------~
~ JUDI7h A :ENNEIT"
, ~.... , Commission" 1147820 z
~::.~"' Notary pu, oUe . Colifcmio ~
z ..~ IJ
~ _ San Diegc County
~ '.. My Comm, Expires Jul 21.200t
WITNESS my hand arid official seal.
adJ-i)d.,~
f Signature Of Notary
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form, ,
CAPACITY CLAIMED BY SIGNER
o Individual
o Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
TllIe(s)
0 Partner(s) 0 Limited
0 General
0 Attorney-In-Fact
];I Trustee(s)
0 Guardian/Conservator
0 Other:
Gro. n -f f)ee.d
Title Or Type Of Document
y
Number Of Pages
Signer is representing:
Name Of Person(s) Or Entity(ies)
Ira U).5 F:;rr1l Iy TrflS-l
Date Of Document
Signer(s) Other Than Named Above
.," t'."
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EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
Parcel A:
Parcell of Parcel Map No. l5255, in the County of San Diego; State of California, filed in the
Office of the County Recorder of San Diego, June 06,1988.
Parcel 8:
An easement for ingress'and,egiess, over, along and across that portion of Parcel 2 of Parcel
Map No. 15255, in the City'of Po way, County of Sane Diego; State of California, filed in the
Office ,of the County'Recorderof San'Diego, June 6,1988, delineated as "mutual ingress and
egress easeme'nt reserved he'reon".
Assessor's Parcel No:317-190~44
",",
EXHIBIT A-I