First Amendment to Disposition of Development Agreement, Grant Deed & Maintenance Agreement 2001-00175661675
DOC ! 2001 ®0017566
JAN 11, 2001 8 :58 AM
RECORDING REQUESTED BY, ) OFFICIAL RECORDS
AND WHEN REGORDED'MAIL TO: ) SAUIEGO' COUNTY. RECURDER'S' OFFICE
GREWRY 1 SMITH, COLMTY RECORDER
Poway Redevelopment Agency ) FEES: 0.00
13325 Civic Center Drive ) WAY: 2
P.O. Poway, California 92074 -0789[ IIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII1
�p Attention: Executive Director
2001 - 0017506
This document, is.exempt from payment of a recording fee
- pursuantto'Giivemme'nt COdeSection2738,.
FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT, GRANT DEED AND MAINTENANCE AGREEMENT
THIS FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT, GRANT DEED AND MAINTENANCE AGREEMENT (the "Amendment ") is
entered into as of December 19, 2000, by and among the POWAY REDEVELOPMENT
AGENCY, a public body, corporate and politic (the "Agency "), MATT TRAVIS, As Trustee Of
The Travis Family Trust Dated November 11, 1993 (the "Landowner "), and HMT AUTOMOTIVE,
INC., a California corporation (the "Operator").
RECITALS
A. The Agency, the Landowner and the Operator entered into that certain Disposition
and Development Agreement dated as of November 4, 1997 (the "Agreement "), pursuant to which
the Agency conveyed to the Landowner an approximately 1.6 acre parcel of real property located on
Poway Road east of Midland Road (the "Site "), and the Operator agreed to develop and operate an
automobile dealership thereon.
B. The Agency conveyed the Site to the Landowner pursuant to a "Grant Deed"
executed by the Agency and the Owner, dated as of February 9, 1998, which was recorded in the
official records of San Diego County, California on February 19, 1998 as Document No. 98-
0084895. In connection with the Agency's conveyance of the Site 4o the Landowner, the Agency;
the Operator and the Landowner executed a "Maintenance Agreement," dated as of February 9, 1998,
which- was.recorded in the official records of San Diego County, California on February 19, 1998 as
Document No. 98- 0084897.
_ C. By this Amendment, the parties desire to make certain revisions and additions to the
Agreement, the Grant Deed and the Maintenance.Agreement, in order to provide for the approval of
Thrifty Car Sales as an "Authorized Product Line," to provide for the consolidation of the Site and
land adjacent to the Site, to provide for the demolition or substantial rehabilitation of the
improvements on the land adjacent to the Site; and such other matters as are set forth herein.
NOW, THEREFORE, the Agency, the Landowner and the Operator hereby agree as
follows:
DOCS00786356v2\22345.0068
1676
1. Approval of Thrifty Car Sales. The,Agency hereby approves Thrifty Cat Sales as,
an "Authorized ProductLine ; "'in replacement of, or•in addition'to, the Hyundai new car line
currently being sold on the Site, pursuant to Sections 402.and'603 ofthe.Agreement and Section 3(b)
of the Grant Deed executed pursuant to the Agreement. Notwithstanding the foregoing, the standards
set forth in the Agreement for an "Authorized Product Line" and "Conforming Dealership Facility"
are not modified by this Amendment. Any further changes with respect to the Authorized Product
Line or Conforming Dealership Facility which are proposed by the Operator shall require the
approval of the Agency in accordance with the requirements of the Agreement and the Grant Deed.
In the event that the Operator proposes another nationally recognized and advertised used car sales
facility as an Authorized ProductLine, the Agency "Executive Director shall nave the authority to
approve such modification under Section 606 of the Agreement. The Agency Executive Director
shall not unreasonably withhold his consent thereto, pursuant to the criteria set forth in Sections 402
and 603 of the Agreement and Section.3(b) of the Grant Deed.
2. Consolidation of Parcels. The Agency shall process and cause to be recorded a, lot
line adjustment or parcel map which consolidates into a single legal parcel the Site and the parcel
adjacent to the Site located at 13611 Poway Road, on which the Midland Auto Repair and
Automotive Outlet used car sales businesses +(and a portion of the Hyundai dealership) are currently
operated (the "Adjacent Site "). The Landowner shall cooperate with the Agency's processing of
such lot line adjustment or parcel map, including without limitation the execution of such documents
as may be necessary or appropriate to -do so; provided, however, that the Agency shall be responsible
for all of the costs of such lot line adjustment or parcel map. The final approval and recordation of
such lot line adjustment or parcel map shall occur within four months after the termination and/or
expiration of all leases of the Adjacent Site. The Landowner represents that the term of the current
lease of the Midland Auto Repair business expires on March 1, 2005, and the term of the current
lease of the Automotive Outlet business expires on February 25, 2007. The Landowner shall not
enteninto,any; new leases or extensions of the terms of such leases without the written approval of the
Agency, which approval may be given or withheld in Agency's sole discretion.
3. Rehabilitation of Adjacent Site. The Landowner shall, at his sole expense,
demolish or substantially rehabilitate the buildings located on the Adjacent Site. The demolition or
substantial rehabilitation of such buildings shall be completed within four months after the
termination and/or expiration of the terms of the current leases of the Adjacent Site.
4. Remedies. In the event that Landowner or Operator is in Default of its obligations
under this Amendment, and such Default is not timely cured in accordance with the requirements of
Section 501 of the Agreement, the Agency shall in that event be entitled to revoke its approval of
Thrifty Car Sales as the Authorized Product Line by written notice thereof to Landowner and
Operator, in addition to any other remedies available to the Agency pursuant to the Agreement.
5. Amendment of Maintenance Agreement. The requirements of the'Maintenance-
Agreement are hereby made applicable to theAdjacent Site as well as the Site.
6. Amendment of Grant Deed. The Agency's option to reacquire the Site as set forth
in Section 8 of the Grant Deed.shall apply only to the originalfSite, and notto the Adjacent Site,
notwithstanding the :consolidationof the Site and the Adjacent Site. In the event that the Agency
exercises the Option pursuant to Section 8 of the :Grant Deed, the Agency shall take such actions as
may be necessary or appropriate to detach the Site from the Adjacent Site in.order to acquire the Site.
DOCSOC \786356v2\22345.0068
• 1677 •
The Landowner shall cooperate with the Agency's processing of such detachment, including without
hinitation' the, execution.of such.documentsas,may be necessary or appropriate- .to'do so; provided,
however; that the Agency shall'be responsible for all of the costs of such detachment.
7. Use of Adjacent Site. The uses on the Adjacent Site shall conform to the Poway
Road Specific Plan, the Paguay Redevelopment Plan, and all applicable provisions of the Poway
Municipal Code, and shall also be subject to the nondiscrimination provisions of Section 5 of the
Grant Deed. The other provisions of the Agreement and Grant Deed shall not be applicable to the
Adjacent Site, notwithstanding its consolidation with the Site.
8. 'Termination of Amendment. In the event that the Operator does not (a) commence
the operation of a Thrifty Car Sales dealership on the Site within one year from the date of this
Amendment, and (b),ternimate the operation of the Hyundai Dealership on the Site within one year
from the date of this Amendment, this Amendment shall automatically terminate and shall be of no
further force or effect. The provisions of Sections 2 through 7 of this Amendment shall.become
effective upon the first date on which both conditions (a) and (b) of this Section 8 have occurred.
9. No Other Changes. Except as expressly provided to the contrary in this
Amendment, the terms of the Agreement, Grant Deed and Maintenance Agreement, -and any other
documents executed pursuant to the. Agreement, shall remain in full force and effect as written. All
terms used herein and not defined' herein but defined in the Agreement, Grant Deed and Maintenance
Agreement, as applicable,, shall have the meaning given to such terms in those documents.
IN WITNESS WHEREOF, the Agency, the Landowner and the Operator have executed
this First Amendment to Disposition and Development Agreement as of the date set forth above.
ATTEST:
Ag ncysecretary, Lori Anne Peoples
APPROVED AS TO'FORM:
& Rauth,
Counsel
DOC SOC \786356v2\22345.0068
AGENCY:
POWAY REDEVELOPMENT AGENCY, a public
body, corporate and politic
By:
Chairman, Mich V. Cafagna
E
STATE" OF CALIFORNIA )
ss.
COUNTY OF i )
1678 •
On San upM q, -aO O 1 before me, 5neZZ e D • %&)D 2 lee I Notary Public,
(Print Name of Notary Public)
personally appeared M c,h- el P. C "Aye cr l
personally known to me
- -- _or- -
�— ; d rn P th 1,n�; f cat;4fa ory vtP dcn Ito be the person(4 whose name(A Oare
subscribed -to the within instrument and acknowledged to me that l'i shetthey executed the same
in tg?4ef4teir authorized capacity(iQ4, and that by jf— signature( on'the instrument the
person(; or the entity upon behalf of which the person( acted, executed the instrument.
SHERRIED WORRELL WITNESS my hand and official seal.
Commission k :1713093
Notary Public - California
San Diego County - Q�� [`p �(r��
MYCcmm.Bpir -s Jun 30; 2003 %
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
❑ Individual
❑ Corporate Officer
Tiile(s)
❑ Partner(s) ❑ Limited
❑ General
i
Attomey -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
DOCS OC \786356v2 \22345.0063
DESCRIPTION OF ATTACHED DOCUMENT.
17'r 51 Ameroalena -t P Obfr A5MI:
Title Or Type Of Document
Number Of Pages
_ Date Of Documents
mAfi TkAoii>
Signens) Other Than Named Above
1679
LANDOWNER-
By By:
Matt Travis, as e of the Travis Family
Trust dated November 11, 1993
OPERATOR:
- - - -HMT• AUTOMOTIVE , -'INC., a California -
corporation
By:
Matt Trav esident
\
DOCSOC \786356v2 \22345.0068
STATE OF CALIFORNIA )
ss.
COUNTY OF CA O )
On Va oQ , t
Notary Public, , ,
n �(� /� /— (Print Name of Notary Public)
personally appeared 1 ltJ��t ILy1/0
personally known to me
- - — -or-
❑ proved to me on the basis of satisfactory evidence to be the persorl whose name94 is /*
subscribed to the within instrument and acknowledged tome that he�thV executed the same
in his */tlKir authorized capacity(i 4), and that by his/b r /t* signature on the instrument the
person o, or the entity upon behalf of which the persongo acted, executed the instrument.
JENNiFEFZ,M IN 177
Commission� 1222
®Nofoy Pubic - Colifomi
Sen Di•-go County
..gf Exp',as Orf 31,2072
my hand and offtci�l.saal.
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
❑�ry Individual
`K Corporate Officer
�l Sid1fr*
Title(s)
❑ Partner(s) ❑ Limited
❑ General
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
■
�4
■
Signer is representing:
Name Of Person(s) Or Ennty(ies)
DESCRIPTION OF ATTACHED DOCUMENT
- �mendmey��
Title Or Type Of Document
4
Number Of Pages
►nembe -19i2-,lYJ0
Date Of Documents
�. a c� kA,
Sigfier(s),Otbcrjhan Named Above
DOCS OC \786356v2 \22345.0068