HomeMy WebLinkAboutCDC/2002-39
RESOLUTION NO. CDC/2002-39
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A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING
AND APPROVING THE AGENCY EXECUTIVE DIRECTOR TO
EXECUTE THE DEVELOPMENT AGREEMENT BY AND BETWEEN
THE REDEVELOPMENT AGENCY AND COVENANT DEVELOPMENT,
INC. REGARDING THE DEVELOPMENT OF 22 AFFORDABLE
HOUSING UNITS
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WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") i
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organized and existing under the Community Redevelopment Law (Health and Safety Cod
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Section 33000, et seq.) and is authorized thereunder to purchase and sell property in order t
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carry out its redevelopment purposes; and
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WHEREAS, in 1994, the City of San Bernardino (the "City") entered into a Settlemen
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Agreement ("Original Settlement Agreement") with Dr. Irving Feldkamp ("Predecessor"), a
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property within Community Facilities District 995 ("CFD 995"); and
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predecessor in interest to Covenant Development, Inc. ("Covenant") in connection with certai
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WHEREAS, said Original Settlement Agreement was amended by that certain Fift
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Amendment to Mutual Release and Settlement Agreement (the "Fifth Amendment"); and
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WHEREAS, pursuant to the Fifth Amendment, and the Agreement regarding Deposit 0
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Funds and the Letter Agreement each dated July 23, 2001 and each executed by the Agency
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Covenant was required to set aside 22 lots for low and moderate income housing and th
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Agency was required to use its best efforts to provide mortgage assistance to all buyers of th
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Property who qualify for the Agency's Mortgage Assistance Program ("MAP") in certain years'
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and
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WHEREAS, Covenant pre-sold the majority of the lots on the Property without th
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requirement that certain parcels would be restricted to low and moderate income housing; and
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WHEREAS, the Agency and Covenant desire to provide replacement property (th
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"Replacement Housing Site") 22 lots of which shall be restricted to low and moderate incom
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housing or in the alternative Covenant shall be required to repay the Agency $394,384.94 plu
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interest by no later than October 1,2003; and
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WHEREAS, Covenant Development and the Agency desire to amend and supercede th
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Letter Agreement and the Agreement regarding Deposit of Funds by the execution of that certai
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Development Agreement dated December 2, 2002 to evidence the terms of the amende
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agreement between the parties.; and
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NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION, ON BEHAL
OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, DOES HEREB
RESOLVE, DETERMINE AND ORDER, AS FOLLOWS:
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Section 1.
Approval of Development Agreement and Note. The Agency hereb
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approves the form of Development Agreement attached hereto as Exhibit A and the form of Not
attached thereto with such changes as shall be approved by the Executive Director upo
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recommendation of Special Counsel.
Section 2.
Official Action. The Executive Director, and any and all other officers 0
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the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency
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to do any and all things and take any and all actions, including execution and delivery of any an
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all assignments, certificates, requisitions, agreements, notices, consents, instruments 0
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conveyance, warrants and other documents, which they, or any of them, may deem necessary 0
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advisable in order to consummate the transactions contemplated herein.
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Resolution any officer of the Agency is authorized to execute or countersign any document 0
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take any action, such execution, countersigning or action may be taken on behalf of such office
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be absent or unavailable. The Agency hereby appoints its Executive Director as agent of th
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by any person designated by such officer to act on his or her behalf in the case such officer shal
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Agency for purposes of executing any and all documents and instruments which any officer 0
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the Agency is authorized to execute hereunder.
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A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING
AND APPROVING THE AGENCY EXECUTIVE DIRECTOR TO
EXECUTE THE DEVELOPMENT AGREEMENT BY AND BETWEEN
THE REDEVELOPMENT AGENCY AND COVENANT DEVELOPMENT,
INC. REGARDING THE DEVELOPMENT OF 22 AFFORDABLE
HOUSING UNITS
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Section 3. This Resolution shall take effect upon the date of its adoption.
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
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Development Commission of the City of San Bernardino at a j t. regular meeting thereof, held
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on the 2nd day of December ,2002, by the following vote to wit:
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Commission Members: Ayes Nays Abstain Absent
ESTRADA x
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LONGVILLE x
MCGINNIS x
DERRY ~
SUAREZ --X-
ANDERSON x
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x ~QA/
"se/ry . I
The foregoing resolution is hereby approved this ~day 0 December
,2002.
MC CAMMACK
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By:
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
201 North "E" Street, Suite 301
San Bernardino, California 92401
Attn: Maggie Pacheco
(Space Above Line for Use By Recorder)
DEVELOPMENT AGREEMENT
CDC/2002-39
DEVELOPMENT AGREEMENT
BY AND BETWEEN
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AND
COVENANT DEVELOPMENT, INC.
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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (the "Agreement") is entered into as of
December 1, 2002, by and between the REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO, a public body corporate and politic (the "Agency") and COVENANT
DEVELOPMENT, INC., a California corporation (the "Developer"). The Agency and
Developer hereby agree, as follows:
RECITALS
WHEREAS, on June 18, 1990, the City of San Bernardino (the "City") created
Community Facilities District No. 995 ("District") pursuant to the Mello-Roos Community
Facilities Act of 1982 (Government Code Section 53311 et. seq.). The City issued $7,440,000
Special Tax Bonds ("Bonds"), which were secured by the special taxes authorized to be levied
against all parcels within the District. The Bonds were then refunded with the $3,315,000
Community Facilities District No. 995 of the City of San Bernardino (Verdemont Area) Special
Tax Refunding Bonds (the "Refunding Bonds"); and
WHEREAS, on or about January 14, 1994, the City commenced an action for
judicial foreclosure of special tax liens in the Superior Court of the State of California for the
County of San Bernardino, against certain named defendants therein, including the prior owner
of the property described in Exhibit A hereto (the "Property"); and
WHEREAS, the City and the prior owner of the Property entered into a Mutual
Release and Settlement Agreement dated as of August 29, 1994 (the "Original Settlement
Agreement"); and
WHEREAS, pursuant to Agreement Re Deposit of Funds between the Agency
and the Developer executed in August, 1999, the Developer paid the full amount of the
outstanding balance of special tax debt from amounts he received from the Agency in
consideration for restricting the sale of an aggregate of 22 lots of the Property for residents of
low- and moderate-income pursuant to those certain Conditions, Covenants & Restrictions
("CCRs") to be prepared by the Agency; and
WHEREAS, the Original Settlement Agreement was amendment by the Fifth
Amendment to Mutual Release and Settlement Agreement dated as of July 23, 2001 (the "Fifth
Amendment") and pursuant to the Fifth Amendment and that certain Letter Agreement dated as
of July 23, 2001, (the "Letter Agreement"), as referenced in the Fifth Amendment, the Agency
was required to use its best efforts to provide mortgage assistance to all buyers of the Property
who qualify for the Agency's Mortgage Assistance Program ("MAP"); and
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WHEREAS, in order to meet its obligations to the Agency, Covenant desires to
provide replacement property (the "Replacement Housing Site"), 22 lots of which shall be
restricted to low and moderate income housing, or in the alternative, Covenant shall be required
to repay the Agency $394,384.94 plus interest by no later than October 1,2003; and
WHEREAS, Covenant and the Agency desire to amend and supercede the Letter
Agreement and the Agreement Re Deposit of Funds by the execution of this Agreement, as
follows.
NOW THEREFORE, THE PARTIES HERETO AGREE, AS FOLLOWS:
Section 1.01. Parties to the Agreement.
(a) The Agency is a public body, corporate and politic, exerclsmg
governmental functions and powers and organized and existing under Chapter 2 of the
Community Redevelopment Law of the State of California (Health and Safety Code Section
33020, et seq.). The principal office and mailing address of the Agency for purposes of this
Agreement is:
Redevelopment Agency of the City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
(b) The Developer is a California corporation. The principal office and
mailing address of the Developer for purposes of this Agreement is:
Covenant Development, Inc.
22365 Barton Road, Suite 110
Grand Terrace, CA 92313
Attn: Lindsy L. Hubby, Jr.
Telephone: (909) 503-1134
Fax: (909) 503-1142
(c) The City of San Bernardino is not a party to this Agreement.
Section 1.02. Purpose of Agreement. The Agency loaned certain low- and
moderate-income housing funds to the Developer in consideration for the Developer restricting
certain lots located within former CFD 995, now commonly known as Cimmaron Heights at
Verdemont Ranch (the "Property"), to low- and moderate-income home buyers. The Agency
and Developer mutually agreed and determined the restriction of 22 homes to low- and
moderate-income within this particular subdivision was not the highest and best use of Agency
funds and not the highest and best use of the Property and surrounding neighborhood.
Notwithstanding, it is acknowledged that the Developer provided more than 22 homes that met
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moderate-income pricing requirements, however, said homes were not restricted by CCRs per
the requirement of the Agreement. Thus, in order to meet its obligations to the Agency,
Developer shall purchase property (the "Replacement Housing Site") approved by the Agency
and shall construct not less than 22 houses which shall be restricted to low- and moderate-
income buyers as provided by the California Health & Safety Code in existence as of the date of
this Agreement for a period often (10) years.
Section 1.02. The Replacement Housing: Site. Developer shall locate the
Replacement Housing Site no later than February 28, 2003. Subject to Agency approval of the
Replacement Housing Site, the Developer shall enter into escrow for the purchase of the
Replacement Housing Site no later than April 1, 2003. The escrow period shall be no longer
than 90 days. Construction on the Replacement Housing Site shall commence no later than
October 1, 2003. In the event that Developer has not (1) commenced construction by October 1,
2003, it shall repay the amount loaned to the Developer plus interest by no later than the close of
business October 1, 2003; and (2) completed construction of the Replacement Housing Site by
October 1, 2005, Developer shall repay the amount loaned to the Developer plus interest by no
later than the close of business October 1, 2005. Interest shall be calculated from the date of this
Agreement at the prime rate on the date hereof.
The schedule of performance set forth in Exhibit "B" attached hereto describes the time
and scope of the development.
Section 1.03. Restrictions Against Change in Ownership, Management and
Control of Developer and Assignment of Agreement. The qualifications and identity of the
Developer are of particular concern to the Agency. It is because of those qualifications and
identity that the Agency has entered into this Agreement with the Developer. No voluntary or
involuntary successor in interest of the Developer shall acquire any rights or powers under this
Agreement. The Developer shall not assign all or any part of this Agreement or any rights
hereunder without the prior written approval of the Executive Director of the Agency, which
approval shall not be unreasonably withheld.
The Developer shall promptly notify the Agency in writing of any and all changes
whatsoever in the identity of the business entities and individuals either comprising or in control
of the Developer, as well as any and all changes in the interest or the degree of control of the
Developer by any such party, of which information the Developer or any of its officers have
been notified or may otherwise have knowledge or information. This Agreement may be
terminated by the Agency and the full amount of the Loan Amount (as defined in Section
2.01(b)) shall become immediately due and payable if there is any significant or material change,
whether voluntary or involuntary, in membership, ownership, management or control of the
Developer (other than such changes occasioned by the death or incapacity of any individual) that
has not been approved by the Agency prior to the time of such change.
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Section 1.04. Benefits. The Agency has determined that the development oflow
and moderate income housing within the City is of benefit to the City and its residents and will
materially assist in the elimination of blight within the City.
ARTICLE II
Section 2.01. Purchase of Reolacement Housing Site
(a) Subject to all of the terms, conditions and provisions of this Agreement
the Developer hereby agrees to purchase an interest in real property located within the City of
San Bernardino for the purpose of constructing housing on at least twenty-two (22) lots which
shall be set aside for low- and moderate- income purchasers. Said lots shall be restricted to low-
and moderate-income home buyers for a period of ten (10) years from the date a certificate of
occupancy is issued. The Agency shall be authorized to record Affordability Covenants against
twenty-two (22) lots to be designated by Developer within the Housing Replacement Site. The
purchase of the Replacement Housing Site shall occur no later than the dates set forth on the
Scope of Development attached hereto as Exhibit B.
(b) In the event that the Developer fails to commence construction on the
Replacement Housing Site by October 1, 2003, on that date he shall be required to pay the
Agency Three Hundred Ninety Four Thousand Three Hundred Eighty Four Dollars and Ninety
Four Cents ($394,384.94) plus interest thereon from October 1, 2002, at the prime rate as of
October 1,2002 (the "Loan Amount").
(c) A promissory note evidencing the obligation of the Developer to pay to
the Agency the Loan Amount (Exhibit "C") and a deed of trust covering the Replacement
Housing Site (the "Deed of Trust") shall secure the obligation of the Developer to pay the Loan
Amount. The deed of trust shall be in the form attached hereto as Exhibit "D". The Agency
shall, at the request of the Developer, agree to subordinate the Deed of Trust to a construction
loan, the proceeds of which shall be used and applied by the Developer solely for the
improvement and development of the Replacement Housing Site.
(d) There shall be no prepayment restrictions for the payment of the Loan
Amount.
Section 2.02. Agency Mortgage Assistance. The Agency shall use its best
efforts to provide assistance through its Mortgage Assistance Program ("MAP") on a first come
first serve basis to all of the Developer's buyers who qualify for MAP assistance. Under the
MAP, the buyers shall receive no more than the following amounts in the following years:
2003/2004 - $50,000; 2004/05 - $100,000; 2005/06 - $50,000.
In the event the foregoing amounts are not used by Developer's buyers in the
years granted, said amounts shall not be carried forward, and thus shall not be available to the
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Developer's buyers in any subsequent year. The foregoing grants shall be subject to all of the
terms, conditions and qualifying criteria as may be specified in the MAP as such terms,
conditions and criteria exist at such time and consistent with the requirements imposed by the
funding source and other discretionary criteria as may be established by the Agency. Developer
shall not receive any waivers of terms in connection with this Agreement.
Section 2.03. Representations and Warranties.
(a) Warranties and Representations bv the Agency. The Agency hereby
makes the following representations, covenants and warranties:
(1) Due Organization. The Agency is a community redevelopment agency,
duly formed and operating under the laws of California. The Agency has
the legal power, right and authority to enter into this Agreement and to
execute the instruments and documents referenced herein, and to
consummate the transactions contemplated hereby.
(2) Requisite Action. The Agency has taken all requisite action and obtained
all requisite consents in connection with entering into this Agreement and
the instruments and documents referenced herein and the consummation
of the transactions contemplated hereby, and no consent of any other party
is required.
(3) Enforceability of Agreement. The persons executing any instruments for
or on behalf of the Agency have been authorized to act on behalf of the
Agency and that the Agreement is valid and enforceable against the
Agency in accordance with its terms and each instrument to be executed
by the Agency pursuant hereto or in connection therewith will, when
executed, be valid and enforceable against the Agency in accordance with
its terms. No approval, consent, order or authorization of, or designation
or declaration of any other person, is required in connection with the valid
execution and delivery of and compliance with this Agreement by the
Agency.
(b) Warranties and Representations by the Developer. The Developer hereby
makes the following representations, covenants and warranties:
(1) The Developer is a duly organized and validly eXlstmg California
corporation. The Developer has the legal right, power and authority to
enter into this Agreement and the instruments and documents referenced
herein and to consummate the transactions contemplated hereby. The
persons executing this Agreement and the instruments referenced herein
on behalf of the Developer hereby represent and warrant that such persons
have the power, right and authority to bind the Developer.
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(2) The Developer has taken all requisite action and obtained all requisite
consents in connection with entering into this Agreement and the
instruments and documents referenced herein and the consummation of
the transactions contemplated hereby, and no consent of any other party is
required.
(3) This Agreement is, and all agreements, instruments and documents to be
executed by the Developer pursuant to this Agreement shall be, duly
executed by and are or shall be valid and legally binding upon the
Developer and enforceable in accordance with their respective terms.
(4) Neither the execution of this Agreement nor the consummation of the
transactions contemplated hereby shall result in a breach of or constitute a
default under any other agreement, document, instrument or other
obligation to which the Developer is a party or by which the Developer
may be bound, or under law, statute, ordinance, rule, governmental
regulation or any writ, injunction, order or decree of any court or
governmental body applicable to the Developer or to the Property.
Section 2.04. Books and Records. The Agency shall be afforded full opportunity
to examine all books and records which relate to the Property in the possession of the Developer
and or its agents or employees, including the reasonable right to make copies of such books and
records.
ARTICLE III
COVENANTS TO RUN WITH LAND
Section 3.01. Obligation to Refrain from Discrimination. The Developer
covenants and agrees for itself, its successors, its assigns and every successor in interest to the
Property or any part thereof, that there shall be no discrimination against or segregation of any
person, or group of persons, on account of sex, marital status, race, color, religion, creed,
national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Property; nor shall the Developer, itself or any person claiming under or
through it, 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, sublessee or vendees of the Property.
Section 3.02. Form of Nondiscrimination and Nonsegregation Clauses. The
Developer covenants and agrees for itself, its successors, its assigns, and every successor in
interest to the Property, or any part thereof, that the Developer, such successors and such assigns
shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or
enjoyment of the Property (or any part thereof) on the basis of sex, marital status, race, color,
religion, creed, ancestry or national origin of any person. All deeds, leases or contracts
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pertaining thereto shall contain or be subject to substantially the following nondiscrimination or
nonsegregation clauses:
(1) In deeds: "The grantee herein covenants by and for itself, its successors
and assigns, and all persons claiming under 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 premises herein conveyed, nor
shall the grantee or any person claiming under or through it, 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, sublessee, or vendees in the premises herein conveyed.
The foregoing covenants shall run with the land."
(2) In leases: "The Lessee herein covenants by and for itself, its successors
and assigns, and all persons claiming under or through them, 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, or ancestry, in the leasing, subleasing, transferring,
use, occupancy, tenure, or enjoyment of the premises herein leased nor
shall the lessee itself, or any person claiming under or through it, 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, sublessee, subtenants, or vendees in the premises herein
leased."
(3) In contracts: "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 premises herein
conveyed or leased, nor shall the transferee or any person claiming under
or through it, 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, or
vendees of the premises herein transferred." The foregoing provision shall
be binding upon and shall obligate the contracting party or parties and any
subcontracting party or parties, or other transferees under the instrument.
The covenant of this Section shall run with the land in perpetuity.
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ARTICLE IV
DEFAULTS, REMEDIES AND TERMINATION
Section 4.01. Defaults - General.
The following shall constitute events of default:
(a) Failure to timely meet the requirements under the Scope of Development.
(b) Failure to pay the Agency the sum due as herein provided in the event
construction has not commenced by October I, 2003.
(c) Failure to timely meet any other obligation hereunder.
The injured party shall give written notice of default to the party in default,
specifying the default complained of by the nondefaulting party. Delay in giving such notice
shall not constitute a waiver of any default nor shall it change the time of default. Any failure or
delays by either party in asserting any of its rights and remedies as to any default shall not
operate as a waiver of any default or of any such rights or remedies. Delays by either party in
asserting any of its rights and remedies shall not deprive either party of its right to institute and
maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights or remedies.
Section 4.02. Legal Actions.
(a) In addition to any other rights or remedies, either party may institute legal
action to cure, correct or remedy any default, to recover damages for any default, or to obtain any
other remedy consistent with the purposes of this Agreement. Such legal actions must be
instituted in the Superior Court of the County of San Bernardino, State of California, in any other
appropriate court in that County, or in the Federal District Court in the Central District of
California.
(b) The laws of the State of California shall govern the interpretation and
enforcement of this Agreement.
(c) In the event that any legal action is commenced by the Developer against
the Agency, service of process on the Agency shall be made by personal service upon the
Executive Director or Chairman of the Agency, or in such other manner as may be provided by
law.
Section 4.03. Rights and Remedies are Cumulative. Except with respect to any
rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties as set forth herein are cumulative and the exercise by either party of one or more of
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such rights or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
ARTICLE V
GENERAL PROVISIONS
Section 5.01. Notices, Demands and Communications Between the Parties.
(a) Any and all notices, demands or communications submitted by any party
to another party pursuant to or as required by this Agreement shall be proper if in writing and
dispatched by messenger for immediate personal delivery, or by registered or certified United
States mail, postage prepaid, return receipt requested, to the principal office of the Agency and
the Developer, as applicable, as designated in Article I hereof. Such written notices, demands
and communications may be sent in the same manner to such other addresses as either party may
from time to time designate as provided in this Section. Any such notice, demand or
communication shall be deemed to be received by the addressee, regardless of whether or when
any return receipt is received by the sender or the date set forth on such return receipt, on the day
that it is dispatched by messenger for immediate personal delivery, or two (2) calendar days after
it is placed in the United States mail as heretofore provided.
(b) In addition to the submission of notices, demands or communications to
the parties as set forth above, copies of all notices may also be delivered by facsimile as follows:
to the Developer:
Covenant Development, Inc.
22365 Barton Road, Suite 110
Grand Terrace, CA 92313
Attn: Lindsy 1. Hubby, Jr.
Telephone: (909) 503-1134
Fax: (909) 503-1142
the Agency:
Redevelopment Agency of the City
of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
Telephone: (909) 663-1044
Fax: (909) 384-5135
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with copy to:
Lewis Brisbois Bisgaard & Smith LLP
650 E. Hospitality Lane, Suite 600
San Bernardino, California 92408
Attn: Alexis Crump
Telephone (909) 387-1130
Fax: (909) 387-1138
Section 5.02. Conflict of Interest. No member, official or employee of the
Agency having any conflict of interest, direct or indirect, related to this Agreement and the
development of the Property shall participate in any decision relating to the Agreement. The
parties represent and warrant that they do not have knowledge of any such conflict of interest.
Section 5.03. Warranty Against Payment of Consideration for Agreement. The
Developer warrants that it has not paid or given, and will not payor give, any third party any
money or other consideration for obtaining this Agreement. Third parties, for the purposes of
this Section, shall not include persons to whom fees are paid for professional services if rendered
by attorneys, financial consultants, accountants, engineers, architects and the like when such fees
are considered necessary by the Developer.
Section 5.04. Nonliability of Agency Officials and Employees. No member,
official or employee of the Agency shall be personally liable to the Developer, or any successor
in interest, in the event of any default or breach by the Agency or for any amount which may
become due to the Developer or to its successor, or on any obligations under the terms of this
Agreement, except for gross negligence or willful acts of such member, officer or employee.
Section 5.05. Approvals.
(a) Approvals required of the Agency or the Developer, or any officers,
agents or employees of either the Agency or the Developer, shall not be unreasonably withheld
and approval or disapproval shall be given within the time set forth in the Schedule of
Performance or, if no time is given, within a reasonable time.
(b) The Executive Director of the Agency is authorized to sign on his or her
own authority amendments to this Agreement which are of routine or technical nature, including
minor adjustments to the Schedule of Performance.
Section 5.06 Attorneys' Fees. If either party hereto files any action or brings
any action or proceeding against the other arising out of this Agreement, seeks the resolution of
disputes pursuant to hereto, or is made a party to any action or proceeding brought by the Escrow
Holder then as between the Developer and the Agency, the prevailing party shall be entitled to
recover as an element of its costs of suit or resolution of disputes, and not as damages, its
reasonable attorneys' fees as fixed by the Court or other forum for resolution in such action or
proceeding or in a separate action or proceeding brought to recover such attorneys' fees. The
P:IClerical Services DeptIMargaretParkerlAgendalAgnnts-AmendI02-12-02 Covenant Development Agmt (CFD 995)
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costs, salary and expenses of the City Attorney and members of his office in enforcing this
Agreement shall be considered as "attorneys' fees" for purposes of this Section.
Section 5.07. Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
ARTICLE VI
ENTIRE AGREEMENT, WAIVERS AND AMENDMENT
Section 6.01. Entire Agreement.
(a) This Agreement shall be executed in three (3) duplicate originals each of
which is deemed to be an original.
(b) This Agreement integrates all of the terms and conditions mentioned
herein or incidental hereto, and supersedes all negotiations or previous agreements between the
parties with respect to all or any portion of the Replacement Housing Site and the development
thereof.
(c) All waivers of the provlslOns of this Agreement and all amendments
hereto must be in writing and signed by the appropriate authorities of the Agency and the
Developer.
P:IClerical Services DeptIMargaretParkerlAgendalAgrmts-AmendI02-12-02 Covenant Development Agmt (CFD 995)
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the dates set forth below.
AGENCY
Date: jZ/h3
/
APPROVED AS TO FORM:
A'f.c~
Sp-eC\4 (
DEVELOPER
COVENANT DEVELOPMENT, INC
a California corporation
By:
[ALL SIGNATURES MUST BE NOTARIZED]
P:IClerical Services DeptIMargaretParkerlAgendalAgnnts-AmendI02-12-02 Covenant Development Agmt (CFD 995)
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CDC/2002-39
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO)
On January 21, 2003 before me, Lisa A. Gomez, Notary Public,
personally appeared Gary Van Osdel ,personally known to me (or proved to me on
the b:Jsis of s:Jtisf3ctory evidence) to be the persontsj whose nametsj iSfare subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacityfies1, and that by his/her/thoir signaturetsj on the
instrument the persontsj, or the entity upon behalf of which the persontsj acted,
executed the instrument.
WITNESS my hand and official seal.
USA A. GOMEZ
Commission # 1383245
Notary Public - California 2
San Bernardino County ~
My Comm. Expires Nov 4, 2006
(Seal)
CDC/2002-39
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO)
On January 16. 2003 before me, Lisa A. Gomez. Notary Public,
personally appeared Lindsy L. Hubby. Jr. ,personally kno'/:n to me proved to me on
the basis of satisfactory evidence to be the personW whose nameW isfa.Fe subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacityfiesj, and that by his/her/their signatureW on the
instrument the personW, or the entity upon behalf of which the personW acted,
executed the instrument.
WITNESS my hand and official seal.
Signature
~------------
LISA A. GOMEZ
:;( Commission # 1383245 ~
~ ; Notary Public - California 2
San Bernardino County !:
My Comm. Expires Nov 4. 2006
(Seal)
CDC/2002-39
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
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EXHIBIT "A"
PARCEL NO. I
THE NORTHWESTERLY 1/4 OF BLOCK 55 OF THE LANDS OF IRVINGTON LAND AND WATER COMPANY,
IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLA T RECORDED IN BOOK 3
OF MAPS, PAGE 9, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID BLOCK 55, LOCATED MIDWAY BETWEEN
THE NORTHEASTERLY CORNER AND THE NORTH-WESTERLY CORNER OF SAID BLOCK; THENCE
WESTERLY ALONG THE NORTHERLY LINE OF SAID BLOCK 55 TO THE NORTHWESTERLY CORNER
THEREOF; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID BLOCK 55 TO A POINTMIDW A Y
BETWEEN THE NORTHWESTERLY CORNER AND THE SOUTHWESTERLY CORNER OF SAID BLOCK 55;
THENCE AT RIGHT ANGLES EASTERLY ALONG THE EASTERLY AND WESTERLY CENTER LINES OF
SAID BLOCK 55 TO A POINT MIDWAY BETWEEN THE EASTERLY AND WESTERLY LINES OF SAID
BLOCK; THENCE NORTHERLY ALONG THE NORTHERLY AND SOUTHERLY CENTER LINES OF SAID
BLOCK 55 TO THE POINT OF BEGINNING.
TOGETHER WITH THOSE PORTIONS OF OLIVE A VENUE AND OHIO A VENUE, ADJOINING SAID LAND,
WHICH WOULD PASS BY OPERATION OF LA W WITH A CONVEYANCE OF SAID LAND, AS VACATED BY
RESOLUTION OF THE BOARD OF SUPERVISORS OF SAID COUNTY ON FEBRUARY 21,1910 IN MINUTE
BOOK "P", PAGES 288 AND 289, AND FILED IN ROAD BOOK "C", PAGE 250, IN THE COUNTY
SURVEYOR'S OFFICE.
SAID TRACT OF LAND CONSISTING OF LOT 2 AND PORTIONS OF LOTS I AND 3 OF SAID BLOCK 55.
ALSO TOGETHER WITH THE UNNAMED STREETS LYING WITHIN THE INTERIOR LIMITS OF SAID
NORTHWEST 1/4 OF BLOCK 55 ALSO VACATED BY SAID RESOLUTION.
PARCEL NO.2
THE NORTHEAST 1/4 OF BLOCK 55 OF IRVINGTON LAND AND WATER COMPANY'S SUBDIVISION, IN
THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PERPLA T
THEREOF RECORDED IN BOOK 3 OF MAPS, PAGE 9, RECORDS OF SAID COUNTY.
TOGETHER WITH THAT PORTION OF OHIO AVENUE, ADJOINING SAID LAND, AS WOULD PASS BY
OPERATION OF LAW WITH A CONVEYANCE OF SAID LAND, AS V ACA TED BY ORDER OF THE BOARD
OF SUPERVISORS, DATED FEBRUARY 21, I91O,ANDFILED IN ROAD BOOKC, PAGE 250, IN THE COUNTY
SURVEYOR'S OFFICE.
C9
CDC/2002-39
HEIGHTS
-
LOCATION
EXHIBIT "A"
...
N
DRIVING DIRECTIONS:
From the 215 Freeway, exit Palm Avenue, north Yz mile to Ohio Avenue,
right on Ohio, 3 blocks to the models.
6525 North Olive Avenue
San Bernardino, CA 92407
(909) 538-3011
CDC/2002-39
EXHIBIT "B"
SCHEDULE OF DEVELOPMENT
1.
No later than February 28,2003
2.
No later than April I, 2003
3.
No later than July 1, 2003
4.
No later than October 1, 2003
5.
No later than October 1,2005
2
Locate a Replacement Housing Site.
Execution of Purchase Contract and
open escrow for the Purchase of the
Replacement Housing Site
Close Escrow on the Replacement
Housing Site.
Commence construction on the
Replacement Housing Site or pay the
Agency $394,384.94 plus interest at
the prime rate existing on the date of
this Agreement.
Complete construction of 22 homes
which shall be restricted to low- and
moderate income home buyers.
CDC/2002-39
EXHIBIT "e"
PROMISSORY NOTE
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PROMISSORY NOTE
Date:
Principal Amount:
Interest Rate:
December 1, 2002
$394,384.94
Prime Rate as of December 1, 2002
FOR VALUE RECEIVED, Covenant Development, Inc. (the "Borrower")
promises to pay to the Redevelopment Agency of the City of San Bernardino (the "Agency"), its
successors or assigns, a principal sum not to exceed Three Hundred Ninety Four Thousand Three
Hundred Eighty Four Dollars and 94/100 ($394,384.94) (the "Note Amount") with accrued
interest thereon in the manner as set forth below and as set forth in the Development Agreement
dated as of December 1,2002, between the Borrower and Agency (the "Agreement").
1. Interest. Interest shall accrue on this Promissory Note from the date
hereof to October 1, 2003, in the event that Borrower has not met the requirements of Section
1.02(1) of the Agreement. In the event that Borrower has not met the requirements of Section
1.02(2) of the Agreement, interest shall accrue from the date hereof to October 1, 2005.
2. Payment ofPromissorvNote.
(a) This Note shall be due and payable on October 1,2003 in the event
that the requirements of the Section 1.02(1) of the Agreement have not been met, and thereafter,
this Note shall be due and payable on October 1, 2005 in the event that the requirements of
Section 1.02(2) of the Agreement have not been met.
(b) All sums due hereunder shall be payable in lawful money of the
United States at the principal office of the Agency at the address referenced herein or at such
other address as may be designated by the Agency in writing from time to time.
3. Securitv for Promissorv Note. This Promissory Note is secured by that
certain Deed of Trust dated as of December 1,2002, duly filed for record in the Official Records,
County of San Bernardino, California.
4. Prepayment. Borrower reserves the right to prepay, at any time, all or
part of the Note Amount or interest accrued thereon without payment of penalty or premiums.
5. Default. Failure of Borrower to timely pay an Installment Payment, or to
make any payments during the term of this Promissory Note from funds available under the
terms of Paragraph 3(a) hereof, shall constitute a default under this Promissory Note. Upon the
Agency's knowledge of a default by Borrower under this Promissory Note, the Agency shall be
required to provide notice to the Borrower in accordance with paragraph 13 hereof specifying
that such notice is a "Notice of Default", stating the nature of the default and requiring the
default to be remedied by the Borrower within ten (10) days of the date of receipt of the Notice
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of Default. If the default is not remedied within that period, the Agency may accelerate the
balance due under this Promissory Note. Upon default, the Agency may pursue all remedies
available at law and under the Regulatory Agreement to enforce its rights hereunder.
6. Maximum Interest. In no event shall the total interest payable hereunder
exceed the maximum amount of interest permitted under the usury laws of the State of
California.
7. Collection Costs. If a lawsuit is instituted by the Agency to recover on
this Promissory Note, Borrower agrees to pay all costs of collection, including reasonable
attorneys' fees and court costs incurred by the Agency in connection therewith.
8. Waiver of Presentment. Demand, protest and notice of demand and
protest are hereby waived and the undersigned hereby waives, to the extent authorized by law,
any and all exemption rights which otherwise would apply to the debt evidenced by this
Promissory Note.
9. Assignment. In no event shall the Borrower assign or transfer any portion
of this Promissory Note without the prior written consent of the Agency, which may be withheld
in the Agency's sole discretion. Upon assignment of this Promissory Note without Agency
consent, the entire Note Amount and any interest accrued thereon and unpaid shall be
immediately due and payable in full. The Agency may, at its option, assign its right to receive
payment under this Promissory Note without obtaining the prior consent of Borrower.
10. Governing Law. This Promissory Note shall be governed by the laws of
the State of California.
11. Notice. Any demand or notice required to be given hereunder or any
instrument now or hereafter executed securing this Promissory Note shall be in writing. Notices
shall be presented in person or by certified or registered United States mail, return receipt
requested, postage prepaid or by overnight delivery made by a nationally recognized delivery
service to the addresses set forth below. Notice presented by United States mail shall be deemed
effective the second business day after deposit with the United States Postal Service. This
Section shall not prevent giving notice by personal service or telephonically verified fax
transmission which shall be deemed effective upon actual receipt of such personal service or
telephonic verification. Either party may change its address for receipt of written notice by so
notifying the other party in writing.
TO BORROWER:
Covenant Development, Inc.
22365 Barton Road, Suite 110
Grand Terrace, California 92313
Attention: Lindsy L. Hubby, Jr.
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TO AGENCY:
Redevelopment Agency of the
City of San Bernardino
201 North 'E" Street, Suite 301
San Bernardino, California 92401
Attention: Executive Director
IN WITNESS WHEREOF, this Promissory Note has been duly executed by the
undersigned as of the date first above written.
By:
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CDC/2002-39
EXHIBIT "D"
DEED OF TRUST
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RECORDA nON REQUESTED BY:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
WHEN RECORDED MAIL TO:
Redevelopment Agency of the
City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401-1507
Attn: Executive Director
Space Above This Line is
For Recorder's Use Only
DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING
(Covenant Development)
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
LEASES AND RENTS AND FIXTURE FILING (the "Deed of Trust") is dated December 1,
2002, between Covenant Development, Inc. (the "Trustor"), whose address is 22365 Barton
Road, Suite 110, Grand Terrace, California 92313, the Redevelopment Agency of the City of San
Bernardino, a body corporate and politic, whose address is 201 North "E" Street, Third Floor,
San Bernardino, California 92401-1507 (the "Lender" or the "Beneficiary"); and First American
Title Insurance Company (the "Trustee").
1.0 CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably
grants, transfers and assigns to Trustee in trust, with power of sale, for the benefit of
Lender as Beneficiary, all of Trustor's right, title, and interest in and to that certain real
property described in Exhibit "A" attached hereto and incorporated herein by this
reference (the "Property"), together with all existing or subsequently erected or affixed
buildings, improvements and fixtures; all easements, rights of way, and appurtenances
and all other rights, royalties, and profits relating to the real property, including and
without limitation all minerals, oil, gas, geothermal and similar matters located in San
Bernardino County, State of California (the "Mortgaged Property").
Trustor presently assigns to the Lender all of Trustor's right, title and interest in and to all
present and future leases of the Mortgaged Property and all Rents from the Mortgaged
Property. In addition, Trustor grants Lender a Uniform Commercial Code security
interest in the Rents and the Personal Property as set forth herein.
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2.0 DEFINITIONS. The following words shall have the following meanings when used
in this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references to
dollar amounts shall mean amounts in lawful money of the United States of America:
Beneficiary. The word "Beneficiary" means the Redevelopment Agency of the City of
San Bernardino, a body corporate and politic, its successors and assigns.
Deed of Trust. The words "Deed of Trust" mean this Deed of Trust and
Assignment of Leases and Rents and Fixture Filing among Trustor, Lender, and Trustee,
and includes without limitation all assignment and security interest provisions relating to
the Personal Property and Rents.
Development Agreement. The words "Development Agreement" mean that certain
Development Agreement, dated as of December 1, 2002, by and between the Trustor and
the Lender which provides for the loan to the Trustor which is secured by this Deed of
Trust.
Improvements. The word "Improvements" means and includes all eXlstmg
improvements on the Property and all improvements to be constructed on the Property.
Indebtedness. The word "Indebtedness" means all principal and, if applicable, interest
payable under the Promissory Note and any amounts expended or advanced by Lender to
discharge obligations of Trustor or expenses incurred by Trustee or Lender to enforce
obligations of Trustor under the Promissory Note and this Deed of Trust, together with
interest on such amounts. This Deed of Trust secures, in addition to the amounts
specified in the Promissory Note, any future advances, together with all interest thereon,
that may be made by the Lender pursuant to the Development Agreement and/or the
Related Documents so long as Trustor complies with all the terms and conditions of the
Promissory Note, Development Agreement and/or the Related Documents.
Lender. The word "Lender" means the Redevelopment Agency of the City of San
Bernardino, its successors and assigns.
Mortgaged Property. The words "Mortgaged Property mean and refer to the
Property, Improvements, Personal Property and Rents, together with:
all right, title, and interest (including any claim or demand or demand in law or
equity) that Trustor now has or may later acquire in or to such Mortgaged
Property; all easements, rights, privileges, tenements, hereditaments, and
appurtenances belonging or in any way appertaining to the Mortgaged Property;
all of the estate, right, title, interest, claim, demand, reversion, or remainder of
Trustor in or to the Mortgaged Property, either at law or in equity, in possession
or expectancy, now or later acquired; all exterior landscaping on the Mortgaged
Property; all development rights or credits and air rights; all water and water
2
CDC/2002-39
rights (whether or not appurtenant to the Mortgaged Property) and shares of stock
pertaining to such water or water rights, ownership of which affects the
Mortgaged Property; all minerals, oil, gas, and other hydrocarbon substances and
rights thereto in, on, under, or upon the Mortgaged Property and all royalties and
profits from any such rights or shares of stock; all right, title, and interest of
Trustor in and to any streets, ways, alleys, strips, or gores of land adjoining the
Property or any part of it that Trustor now owns or at any time later acquires and
all adjacent lands within enclosures or occupied by buildings partly situated on
the Mortgaged Property;
all intangible Mortgage Property and rights relating to the Mortgaged Property or
its operation or used in connection with it, including, without limitation, permits,
licenses, plans, specifications, construction contracts, subcontracts, bids, deposits
for utility services, installations, refunds due Trustor, trade names, trademarks,
and service marks;
all of the right, title, and interest of Trustor in and to the land lying in the bed of
any street, road, highway, or avenue in front of or adjoining the Property;
any and all awards previously made or later to be made by any governmental
authority to the present and all subsequent owners of the Mortgaged Property that
may be made with respect to the Mortgaged Property as a result of the exercise of
the right of eminent domain, the alteration of the grade of any street, or any other
injury to or decrease of value of the Mortgaged Property, which award or awards
are assigned to the Lender, and which the Lender, at its option, is authorized,
directed, and empowered to collect and receive the proceeds of any such award or
awards from the authorities making them and to give proper receipts and
acquittances for them, and to apply them as provided in this Deed of Trust;
all leases of the Mortgaged Property or any part of it now or later entered into and
all right, title, and interest of the Trustor under such leases, including cash or
securities deposited by the tenants to secure performance of their obligations
under such leases (whether such cash or securities are to be held until the
expiration of the terms of such leases or applied to one or more of the installments
of rent coming due immediately before the expiration of such terms), all rights to
al insurance proceeds and unearned insurance premiums arising from or relating
to the Mortgaged Property, all other rights and easements of the Trustor now or
later existing pertaining to the use and enjoyment of the Mortgaged Property, and
all right, title, and interest of the Trustor in and to all declarations of covenants,
conditions, and restrictions as may affect or otherwise relate to the Mortgaged
Property;
any and all proceeds of any insurance policies covering the Mortgaged Property,
whether or not such insurance policies were required by the Lender as a condition
of making the loan secured by this Deed of Trust or are required to be maintained
3
CDC/2002-39
by the Trustor as provided below in this Deed of Trust; which proceeds are
assigned to the Lender, and which the Lender, at its option, is authorized,
directed, and empowered to collect and receive the proceeds of such insurance
policies from the insurers issuing the same and to give proper receipts and
acquittances for such policies, and to apply the same as provided below;
all plans and specifications for the Improvements; all contracts and subcontracts
relating to the Improvements; all deposits (including tenants' security deposits;
provided, however, that if the Lender acquires possession or control of tenants'
security deposits the Lender shall use the tenants' security deposits only for such
purposes as governmental requirements permit), funds, accounts, contract rights,
instruments, documents, general intangibles, and notes or chattel paper arising
from or in connection with the Property or other Mortgaged Property; all permits,
licenses, certificates, and other rights and privileges obtained in connection with
the Property or other Mortgaged Property; all soils reports, engineering reports,
land planning maps, drawings, construction contracts, notes, drafts, documents,
engineering and architectural drawings, letters of credit, bonds, surety bonds, any
other intangible rights relating to the Property and Improvements, surveys, and
other reports, exhibits, or plans used or to be used in connection with the
construction, planning, operation, or maintenance of the Property and
Improvements and all amendments and modifications; all proceeds arising from
or by virtue of the sale, lease, grant of option, or other disposition of all or any
part of the Property, Personal Property, or other Mortgaged Property (consent to
same is not granted or implied); and all proceeds (including premium refunds)
payable or to be payable under each insurance policy relating to the Property, the
Personal Property, or other Mortgaged Property;
all tax refunds, bills, notes, inventories, accounts and charges receivable, credits,
claims, securities, and documents of all kinds, and all instruments, contract rights,
general intangibles, bonds and deposits, and all proceeds and products of the
Trustor in the Mortgaged Property;
all accounts, contract rights, chattel paper, documents, instruments, books,
records, claims against third parties, money, securities, drafts, notes, proceeds,
and other items relating to the Mortgaged Property;
all proceeds of any of the foregoing.
As used in this Deed of Trust, "Mortgaged Property" is expressly defined as meaning all
or, when the context permits or requires, any portion of it and all or, when the context
permits or requires, any interest in it. Mortgaged Property does not include any
manufactured home situated on the real property described in Exhibit "A" which is not
owned in whole or in part by the Trustor.
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CDC/2002-39
Personal Property. The words "Personal Property" mean all of the right, title and
interest of Trustor now or hereafter existing in and to the following now or hereafter
located in, upon, within or about, or used in connection with or generated by the
construction, use, operation or occupancy of the Property and any business or activity
conducted thereon or therein, together with all accessories, additions, accessions,
renewals, replacements and substitutions thereto or therefor and the proceeds and
products thereof: (a) all materials, supplies, furniture, floor coverings window coverings,
furnishings, appliances, office supplies, equipment, construction materials, vehicles,
machinery, computer hardware and software, maintenance equipment, window washing
equipment, repair equipment and other equipment, tools, telephone and other
communications equipment, food service preparation equipment and utensils, chinaware,
glassware, silverware and hollowware, food and beverage service equipment, food items
and food stuffs; (b) all books, ledgers, records accounting records, files, tax records and
returns, policy manuals, papers, correspondence, and electronically recorded data; (c) all
"General Intangibles" (as defined in the California Uniform Commercial Code),
instruments, money, "Accounts" (as defined in the California Uniform Commercial
Code), accounts receivable, notes, certificates of deposit, chattel paper, letters of credit,
chooses in action, good will, rights to pay of money, rents, rental fees, equipment fees
and other amounts relating to the development or use of the Property or payable by
persons who utilize the Property or any of the Improvements or paid by persons in order
to obtain the right to use the Property and any of the Improvements, whether or not so
used; trademarks, service marks, trade dress, trade names, licenses, sales contracts,
deposits, plans and specifications, drawings, working drawings, studies, maps, surveys;
soils, environmental engineering or other reports, architectural and engineering contracts,
construction contracts, construction management contracts, surety bonds, feasibility and
market studies, management and operating agreements, service agreements and contracts,
landscape maintenance agreements, security service and other services agreements and
vendors agreements; (d) all compensation, awards and other payments of relief (and
claims therefor) made for a taking by eminent domain, or by any event in lieu thereof
(including, without limitation, property and rights and interests in property received in
lieu of any such taking), of all or any part of such Personal Property, together with
interest thereon, and any and all proceeds (or claims for proceeds) of casualty, liability or
other insurance pertaining to such Personal Property, together with interest thereon; (e)
any and all claims or demands against any person with respect to damage or diminution
in value to such Personal Property or damage or diminution in value to any business or
other activity conducted on Property; (t) any and all security deposits, deposits of security
or advance payments made to others to Trustor with respect to: (i) insurance policies
relating to the Property; (ii) prepayments and/or periodic deposits or improvements for
property taxes or assessments of any kind or nature affecting the Property; (iii) utility
services for the Property and/or the Improvements; (iv) maintenance, repair or similar
services for the Property or any other services or goods to be used by any business or
other activity conducted on the Property; (g) any and all authorizations, consents,
licenses, permits and approvals of and from all persons required from time to time in
connection with the construction, use, occupancy or operation of the Property, the
improvements, or any business or activity conducted thereon or therein or in connection
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CDC/2002-39
with the operation, occupancy or use thereof; (h) all warranties, guaranties, utility or
street improvement bonds, construction completion and payment surety bonds, utility
contracts, telephone exchange numbers, yellow page or other directory advertising and
the like; (i) all goods, contract rights, and inventory; U) all leases and use agreements of
machinery, equipment and other personal property; (k) all insurance policies covering all
or any portion of the Property; (I) all reserves and funds held in escrow by the Lender or
other persons for the Lender's benefit under the Loan Agreement and all funds deposited
with the Lender pursuant to the Loan Agreement, all accounts into which such funds are
deposited and all accounts, contract rights and general intangibles or other rights relating
thereto; (m) all names by which the Property is now or hereafter known; (n) all interests
in the security deposits of tenants; (0) all management agreements, blueprints, plans,
maps, documents, books and records relating to the Property; (p) the proceeds from sale,
assignment, conveyance or transfer of all or, any portion of the Property or any interest
therein, or from the sale of any goods, inventory or services from upon or within the
Property and/or the Improvements; (q) all documents of membership in an owner or
members association or similar group having responsibility for managing or operating
any part of the Property; (r) all other property (other than "Fixtures," as defined in the
Uniform Commercial Code) of any kind or character as defined in or subject to the
provisions of the California Uniform Commercial Code, Secured Transactions, as
amended and; (s) all proceeds of the conversions, voluntarily or involuntarily, of any of
the foregoing into cash or liquidated claims. Personal Property does not include any
manufactured home situated on the real property described in Exhibit "A" which is not
owned in whole or in part by the Trustor.
Promissory Note. The words "Promissory Note" mean the Promissory Note of even
date herewith, in the principal amount of Three Hundred Ninety Four Thousand Three
Hundred Eighty Four Dollars and 941100 ($394,384.94) delivered by the Trustor to the
Redevelopment Agency of the City of San Bernardino, as Lender, together with all
renewals, extensions, modifications, refinancing, and substitutions for the Promissory
Note.
Related Documents. The words "Related Documents" mean and include without
limitation all promissory notes, credit agreements, loan agreements, guaranties, security
agreements, mortgages, deeds of trust, and all other instruments, agreements and
documents, by and between the Trustor and the Lender whether now or hereafter
existing, evidencing or securing the Indebtedness.
Rents. The word "Rents" means all present and future rents, revenues, income, issues,
royalties, profits, and other benefits derived from the Property.
Trustee. The word "Trustee" means First American Title Insurance Company, and
any substitute or successor trustees.
Trustor. The word "Trustor" means the Trustor named above and its successors
and assigns.
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3.0 THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF LEASES AND
RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL
PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND
(2) PERFORMANCE OF ANY AND ALL OBLIGA nONS OF TRUSTOR UNDER
THE PROMISSORY NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF
TRUST. THE PROMISSORY NOTE AND THIS DEED OF TRUST ARE GIVEN
AND ACCEPTED ON THE FOLLOWING TERMS:
3.1 PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of
Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they
become due, and shall strictly and in a timely manner perform all of Trustor's obligations
under the Promissory Note, this Deed of Trust, the Loan Agreement and the Related
Documents.
3.2 POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that
Trustor's possession and use of the Property and the Mortgaged Property shall be
governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default, Trustor may (a)
remain in possession and control of the Mortgaged Property and collect Rents as they
become due and (b) use, develop, operate or manage the Property for the purposes
authorized in the Loan Agreement.
Duty to Maintain and Preserve. Trustor shall: (a) maintain the Property and the
Mortgaged Property in good condition and repair; (b) shall construct and improve the
Property in accordance with the Loan Agreement; (c) restore and repair the
Improvements or any part of the Mortgaged Property that may be damaged or destroyed,
including but not limited to construction defects, soil subsidiances and environmental
damages whether or not insurance proceeds are available to cover any part of such cost of
restoration or repair (regardless of whether the proceeds of insurance may be available to
the Trustor under this Deed of Trust); (d) pay when due all claims for labor performed
and materials furnished in connection with the Improvements and not permit any
mechanics' liens or materials suppliers' liens to arise against the Property; (e) not permit
any waste on the Property, or commit, suffer or permit any nuisance to occur on the
Property; (f) not abandon the Mortgaged Property; (g) notify the Beneficiary in writing of
any condition at or on the Property that may have a material affect on the market value of
the Mortgaged Property; and (h) maintain the Property and the Improvements and
generally operate it in a manner to realize it maximum rental potential.
Hazardous Substances.
(a) The terms "hazardous wastes", "hazardous substance", "disposal," "release", and
"threatened release", as used in this Deed of Trust, shall have the same meanings as set
forth in the Comprehensive Environmental Response, Compensation, and Liability Act of
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1980, as amended, 42 U.S. C. Section 9601, et ~. ("CERCLA"), the Superfund
Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the
Hazardous Materials Transportation Act. 49 U.S.c. Section 1801, et seq., the Resource
Conservation and Recovery Act, 49 U.S.c. Section 6901, et seq., Chapters 6.5 through
7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or
other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the
foregoing.
(b) [OMITTED -- NO TEXT]
(c) Trustor represents and warrants that neither the Trustor nor any tenant of Trustor
occupying and improving any portion of the Mortgaged Property or any contractor, agent
or other authorized user of any such tenant shall use, generate, manufacture, store, treat,
dispose of, or release any hazardous waste or substance on, under, about or from any of
the Mortgaged Property, except in compliance with all applicable law relating to the
transportation, storage, disposal or lawful use of any hazardous waste or substance.
Trustor shall comply and cause each of its tenants and all contractors, agents or other
authorized users of the Mortgaged Property to comply with all applicable laws relating to
any hazardous wastes or substances, including without limitation, obtaining and filing all
applicable notices, licenses, permits and similar authorizations. Trustor shall establish
and maintain a hazardous wastes and substances management and operations policy for
the Mortgaged Property in order to assure and monitor continued compliance by the
Trustor and each of its tenants and all contractors, agents, or other authorized users of the
Property with all laws relating to hazardous wastes or substances.
(d) Trustor authorizes Lender and its agents to enter upon the Mortgaged Property
upon reasonable notice to make such inspections and tests as Lender may deem
appropriate to determine compliance by the Trustor with this paragraph of Section 3.2 if
Lender reasonably believes a violation of law has occurred. Any inspections or tests
made by Lender shall be at Trustor's expense and for Lender's purposes only and shall
not be construed to create any responsibility or liability on the part of Lender to Trustor
or to any other person. Trustor hereby agrees to indemnify and hold harmless Lender
against any and all claims, losses, liabilities, damages, penalties, and expenses which
Lender may directly or indirectly sustain or suffer resulting from breach of this paragraph
of Section 3.2. The provisions of this paragraph of Section 3.2 of the Deed of Trust,
including the obligation to indemnify the Lender, shall survive the payment of the
Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and
shall not be affected by Lender's acquisition of any interest in the Property, whether by
foreclosure or otherwise.
Compliance with Governmental Requirements. Trustor shall promptly comply with
all laws, ordinances, and regulations, now or hereafter in effect, of all governmental
authorities applicable to the use or occupancy of the Mortgaged Property. Trustor may
contest in good faith any such law, ordinance, or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Trustor has notified
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Lender in writing prior to doing so and so long as, in Lender's reasonable opinion,
Lender's interests in the Mortgaged Property are not jeopardized. Lender may require
Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender, to
protect Lender's interest.
Duty to Protect. Trustor agrees neither to abandon nor leave unattended the
Mortgaged Property. Trustor shall do all other acts, in addition to those acts set forth
above in this section, which from the character and use of the Mortgaged Property are
reasonably necessary to protect and preserve the Mortgaged Property.
3.3 DUE ON SALE. Lender may, at its option, declare immediately due and payable all
sums secured by this Deed of Trust upon the sale or transfer, without the Lender's prior
written approval, of all or any part of the Mortgaged Property, or any interest in the
Mortgaged Property. A "sale or transfer" means the conveyance of the Mortgaged
Property or any right, title or interest therein; whether legal or equitable; whether
voluntary or involuntary; whether by outright sale, deed, installment sale contract, land
contract, contract for deed, leasehold interest with a term greater than one (1) year, lease-
option contract, or by sale, assignment or transfer of any beneficial interest in or to any
land trust holding title to the Mortgaged Property or by any other method of conveyance
of the property interest. This option shall be exercised by the Lender in accordance with
the provisions of Section 5.1 hereof; provided however, this option shall not be exercised
if such remedy is prohibited by applicable law. For the purposes hereof, a "sale or
transfer" does not include a lease or rental agreement by and between the Trustor and any
third-party owner of a manufactured home who rents or leases a "space" from the Trustor
for the rental occupancy of such manufactured home on the Property.
3.4 TAXES AND LIENS. The following provisions relating to the taxes and liens on
the Mortgaged Property are part of this Deed of Trust:
Payment. Trustor shall pay when due (and in all events prior to delinquency) all
taxes, special taxes, assessments, charges (including water and sewer), fines and
impositions levied against or on account of the Mortgaged Property, and shall pay when
due all claims for work done on or for services rendered or material furnished to the
Mortgaged Property. Trustor shall maintain the Mortgaged Property free of all liens
having priority over or equal to the interest of Lender under this Deed of Trust, except for
the lien of property taxes and assessments not due.
Right to Contest. Trustor may withhold payment of any tax, assessment, or claim in
connection with a good faith dispute over the obligation to pay, so long as Lender's
interest in the Mortgaged Property is not jeopardized. If a lien arises or is filed as a result
of nonpayment, Trustor shall within sixty (60) days after the lien arises or, if a lien is
filed, within sixty (60) days after Trustor has notices of the filing, secure the discharge of
the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate
surety bond or other security satisfactory to Lender in an amount sufficient to discharge
the lien plus any costs and attorneys' fees or other charges that could accrue as a result of
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a foreclosure or sale under the lien; provided, however, that Trustor shall not be required
to payor make provisions for the payment of any tax, assessment, lien or charge so long
as the Trustor in good faith shall contest the validity or amount thereof and so long as
such delay in payment does not subject the Property to forfeiture or sale. In any contest,
Trustor shall defend itself and Lender and shall satisfy any adverse judgment before
enforcement against the Property. Trustor shall name Lender as an additional obligee
under any surety bond furnished in the contest proceedings.
Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory
evidence of payment of the taxes or assessments and shall authorize the appropriate
governmental official to deliver to Lender at any time a written statement of the taxes and
assessments against the Property.
3.5 CONDEMNATION. The following provisions relating to condemnation proceedings are
a part of this Deed of Trust:
Proceedings. If any proceeding in condemnation is filed affecting any portion of the
Mortgaged Property, Trustor shall promptly notify the Beneficiary in writing, and Trustor
shall promptly take such steps as may be necessary to defend the action and obtain the
award. Trustor may be the nominal party in such proceeding, but the Beneficiary shall be
entitled to participate in the proceeding and to be represented in the proceeding by
counsel of its own choice, and Trustor will deliver or cause to be delivered to the
Beneficiary such instruments as may be requested by it from time to time to permit such
participation.
3.6 CASUALTY INSURANCE. The Trustor shall at all times keep the Mortgaged Property
insured for the benefit of the Trustee and the Beneficiary as additional insured as follows:
Against damage or loss by fire and such other hazards (including lightning, windstorm,
hail, explosion, riot, acts of striking employees, civil commotion, vandalism, malicious
mischief, aircraft, vehicle, and smoke) as are covered by the broadest form of extended
coverage endorsement available from time to time, including course of construction and
builders risk endorsements in an amount not less than the full insurable value of the
Mortgaged Property, with a deductible amount not to exceed Ten Thousand Dollars
($10,000); provided however, that prior to the recordation of the "Construction Loan" as
this term is defined in the Loan Agreement, such insured amount shall be not less than
$1,000,000, and upon the recordation of such Construction Loan the full insurable value
shall be not less than the principal amount of such Construction Loan, plus the principal
amount of the Indebtedness;
Against damage or loss from (a) sprinkler system leakage and (b) boilers, boiler tanks,
heating and air conditioning equipment, pressure vessels, auxiliary piping, and similar
apparatus, on such basis and in such amounts as the Beneficiary may require;
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Liability Insurance. Trustor shall procure and maintain workers' compensation
insurance for employees and comprehensive general liability insurance covering Trustor,
Trustee, and the Beneficiary against claims for bodily injury or death or for damage
occurring in, on, about, or resulting from the Mortgaged Property, or any street, drive,
sidewalk, curb, or passageway adjacent to it, in standard form and with such insurance
company or companies and in an amount of at least One Million Dollars ($1,000,000)
combined single limit, or such greater amount as the buyer may require, which insurance
shall include completed operations, product liability, and blanket contractual liability
coverage that insures contractual liability under the indemnifications set forth in this
Deed of Trust (but such insurance coverage or its amount shall in no way limit such
indemnification).
Other Insurance. The Trustor shall procure and maintain such other insurance or
such additional amounts of insurance, covering the Trustor or the Mortgaged Property, as
(a) may be required by the terms of any construction contract for the improvements or by
any governmental authority, or (b) may be reasonably required by the Beneficiary from
time to time.
Form of Policies. All insurance required under this paragraph shall be paid for and
nonassessable. The policies shall contain such provisions, endorsements, and expiration
dates as the Beneficiary from time to time reasonably requests and shall be in such form
and amounts, and be issued by such insurance companies admitted as surety companies
and doing business in the State of California, as the Beneficiary shall approve in the
Beneficiary's sole and absolute discretion. Unless otherwise expressly approved in
writing by the Beneficiary, each insurer shall have a Best Rating of not less than "A(vii)",
or better. All policies shall ( a) contain a waiver of subrogation endorsement; (b) provide
that the policy will not lapse or be canceled, amended, or materially altered (including by
reduction in the scope or limits of coverage) without at least thirty (30) days prior written
notice to the Beneficiary; (c) with the exception of the comprehensive general liability
policy, contain a mortgagee's endorsement (438 BFU Endorsement or equivalent), and
name the Beneficiary and trustee as insureds; and (d) include such deductibles as the
Beneficiary may approve. If a policy required under this paragraph contains a co-
insurance or overage clause, the policy shall include a stipulated value or agreed amount
endorsement acceptable to the Beneficiary.
Duplicate Originals or Certificates. Duplicate original policies evidencing the insurance
required under this paragraph and any additional insurance that may be purchased on the
Mortgaged Property by or on behalf of Trustor shall be deposited with and held by the
Beneficiary (a) receipts evidencing payment of all premiums on the policies and (b)
duplicate original renewal policies or a binder with evidence satisfactory to the
Beneficiary of payment of all premiums at least thirty (30) days before the policy expires.
In lieu of the duplicate original policies to be delivered to the Beneficiary under this
paragraph, Trustor may also deliver original certificates from the issuing insurance
company, evidencing that such policies are in full force and effect and containing
information that, in the reasonable judgment of the Beneficiary, is sufficient to allow
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Lender to ascertain whether such policies comply with the requirements of this
Paragraph.
No Separate Insurance. The Trustor shall not carry separate or additional insurance
concurrent in form or contributing in the event of loss with that required under this
paragraph unless endorsed in favor of Trustee and the Beneficiary as required by this
paragraph and otherwise approved by the Beneficiary in all respects.
Transfer of Title. In the event of foreclosure of this Deed of Trust or other transfer of
title or assignment of the Mortgaged Property in extinguishment, in whole or in part, of
the Indebtedness, all right, title, and interest of the Trustor in and to all insurance policies
required under this paragraph or otherwise then in force with respect to the Mortgaged
Property and all proceeds payable under, and unearned premiums on, such policies shall
immediately vest in the purchaser or other transferee of the Mortgaged Property.
Beneficiary's Right to Obtain. Trustor shall deliver to the Beneficiary original
policies or certificates evidencing such insurance at least thirty (30) days before the
existing policies expire. If any such policy is not so delivered to the Beneficiary or if any
such policy is canceled, whether or not Lender has the policy in its possession, and no
reinstatement or replacement policy is received before termination of insurance, the
Beneficiary, without notice to or demand on Trustor, may (but is not obligated to) obtain
such insurance insuring only the Beneficiary and Trustee with such company as the
Beneficiary may deem satisfactory, and pay the premium for such policies, and the
amount of any premium so paid shall be charged to and promptly paid by Trustor or, at
the Beneficiary's option, may be added to the Indebtedness. The Beneficiary
acknowledges that, if the Beneficiary obtains insurance, it is for the sole benefit of the
Beneficiary and Trustee, and Trustor shall not rely on any insurance obtained by the
Beneficiary to protect Trustor in any way.
Duty to Restore After Casualty. If any act or occurrence of any kind or nature
(including any casualty for which insurance was not obtained or obtainable) results in
damage to or loss or destruction of the Mortgaged Property, Trustor shall immediately
give notice of such loss or damage to the Beneficiary and, if the Beneficiary so instructs,
shall promptly, at the Trustor's sole cost and expense, regardless of whether any
insurance proceeds will be sufficient for the purpose, commence and continue diligently
to completion to restore, repair, replace, and rebuild the Mortgaged Property as nearly as
possible to its value, condition, and character immediately before the damage, loss, or
destruction.
3.7 ASSIGNMENT TO THE BENEFICIARY. The proceeds of any award or claim
for damages, direct or consequential, in connection with any condemnation or other
taking of or damage or injury to the Mortgaged Property, or any part of it, or for
conveyance in lieu of condemnation, are assigned to and shall be paid to the Beneficiary,
regardless of whether the Beneficiary's security is impaired. All causes of action,
whether accrued before or after the date of this Deed of Trust, of all types for damages or
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injury to the Mortgaged Property or any part of it, or in connection with any transaction
financed by funds lent to the Trustor by the Beneficiary and secured by this Deed of
Trust, or in connection with or affecting the Mortgaged Property or any part of it,
including, without limitation, causes of action arising in tort or contract or in equity, are
assigned to the Beneficiary as additional security, and the proceeds shall be paid to the
Beneficiary. The Beneficiary, at its option, may appear in and prosecute in its own name
any action or proceeding to enforce any such cause of action and may make compromise
or settlement of such action. The Trustor shall notify the Beneficiary in writing
immediately on obtaining knowledge of any casualty damage to the Mortgaged Property
or damage in any other manner in excess of Ten Thousand Dollars ($10,000) or
knowledge of the institution of any proceeding relating to the condemnation or other
taking of or damage or injury to all or any portion of the Mortgaged Property. The
Beneficiary in its sole and absolute discretion, may participate in any such proceedings
and may join borrower in adjusting any loss covered by insurance. Trustor covenants and
agrees with the Beneficiary, at Beneficiary's request, to make, execute, and deliver, at
Trustor's expense, any and all assignments and other instruments sufficient for the
purpose of assigning the aforesaid award or awards, causes of action, or claims of
damages or proceeds to the Beneficiary free, clear, and discharged of any and all
encumbrances of any kind or nature.
Compensation and Insurance Payments. All compensation, awards, proceeds,
damages, claims, insurance recoveries, rights of action, and payments that Trustor may
receive or to which the Beneficiary may become entitled with respect to the Mortgaged
Property if any damage or injury occurs to the Mortgaged Property, other than by the
Beneficiary condemnation or partial taking of the Mortgaged Property, shall be paid over
to the Beneficiary and shall be applied first toward reimbursement of all costs and
expenses of the Beneficiary in connection with their recovery and disbursement, and shall
then be applied as follows:
The Beneficiary shall consent to the application of such payments to the
restoration of the Mortgaged Property so damages only the Beneficiary has met
all the following conditions (a breach of one of which shall constitute a default
under this Deed of Trust, the Promissory Note, and any Related Document): (a)
Trustor is not in default under any of the terms, covenants, and conditions of the
Related Documents; (b) all then-existing leases affected in any way by such
damage will continue in full force and effect; (c) the Beneficiary is satisfied that
the insurance or award proceeds, plus any sums added by Trustor, shall be
sufficient to fully restore and rebuild the Mortgaged Property under then current
governmental requirements; (d) within sixty (60) days after the damage tot he
Mortgaged Property, Trustor presents to the Beneficiary a restoration plan
satisfactory to the Beneficiary and each local agency with jurisdiction, which
includes cost estimates and schedules; ( e) construction and completion of
restoration and rebuilding of the Mortgaged Property shall be completed in
accordance with plans and specifications and drawings submitted to the
Beneficiary within thirty (30) days after receipt by the Beneficiary of the
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restoration plan and thereafter approved the Beneficiary; which plans,
specifications, and drawings shall not be substantially modified, changed, or
revised without the Beneficiary's prior written consent; (f) within ninety (90) days
after such damage, Trustor and a licensed contractor satisfactory to the
Beneficiary enter into a fixed price or guaranteed maximum price contract
satisfactory to the Beneficiary, providing for complete restoration in accordance
with such restoration plan for an amount not to exceed the amount of funds held
or to be held by the Beneficiary; (g) all restoration of the Improvements so
damaged or destroyed shall be made with reasonable promptness and shall be of a
value at least equal to the value of the Improvements so damages or destroyed
before such damage or destruction; (h) the Beneficiary reasonably determines that
there is an identified source (whether from income from the Mortgaged Property
or another source) sufficient to pay all debt service and operating expenses of the
Mortgaged Property during its restoration as required above; and (i) any and all
funds that are made available for restoration and rebuilding under this
subparagraph shall be disbursed at the sole election of the Beneficiary through the
Trustee, or a title insurance or trust company satisfactory to the Beneficiary, in
accordance with standard construction lending practices and mechanics' lien
waivers and title insurance date-downs, and the provision of payment and
performance bonds by the Trustor, or in any other manner approved by the
Beneficiary in the Beneficiary's sole and absolute discretion; or
If fewer than all conditions (a) through (i) in the preceding subparagraph are
satisfied, then such payments shall be applied in the sole and absolute discretion
of the Beneficiary: to the payment of the Indebtedness secured by this Deed of
Trust; or to the reimbursement of Trustor's expenses incurred in the rebuilding
and restoration of the Mortgaged Property. If the Beneficiary elects to make any
funds available to restore the Mortgaged Property, then all of the conditions (a)
through (i) in the preceding subparagraph shall apply, except for such conditions
that the Beneficiary in its sole and absolute discretion, may waive.
Material Loss Not Covered. If any material part of the Mortgaged Property is damaged
or destroyed and the loss, is not adequately covered by insurance proceeds collected or in
the process of collection, the Trustor shall deposit with the Beneficiary, within thirty (30)
days after the Beneficiary's request, the amount of the loss not so covered.
Total Condemnation Payment. All compensation, awards, proceeds, damages,
claims, rights of action, and payments that Borrower may receive or to which the Trustor
may become entitled with respect to the Mortgaged Property in the event of a total
condemnation or other total taking of the Mortgaged Property by a public agency shall be
paid over to the Beneficiary and shall be applied first to the reimbursement of all
Beneficiary's costs and expenses in connection with their recovery, and shall then be
applied to the payment of the Indebtedness. Any surplus remaining after payment and
satisfaction of the Indebtedness shall be paid to the Trustor as its interest may then
appear.
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Partial Condemnation Payments. All compensation, awards, proceeds, damages,
claims, insurance recoveries, rights of action, and payments ("funds") that the Trustor
may receive or to which the Trustor may become entitled with respect to the Mortgaged
Property in the event of a partial condemnation or other partial taking of the Mortgaged
Property by a public agency, unless the Trustee and Beneficiary otherwise agree in
writing, shall be divided into two portions, one equal to the principal balance of the
Promissory Note at the time of receipt of such funds and the other equal to the amount by
which such funds exceed the principal balance of the Promissory Note at the time of
receipt of such funds.
The first such portion shall be applied to the sums secured by this Deed of Trust, whether
or not then due, including but not limited to principal, accrued interest, and advances with
the balance of the funds paid to the Trustor.
No Cure of Waiver of Default. Any application of such amounts or any portion of
it to any Indebtedness secured by this Deed of Trust shall not be construed to cure or
waive any default or notice of default under this Deed of Trust or invalidate any act done
under any such default or notice.
3.8 EXPENDITURES BY LENDER. If Trustor fails to comply with any provision of this
Deed of Trust, or if any action or proceeding is commenced against the Mortgaged
Property that would materially affect Lender's interests in the Property, Lender on
Trustor's behalf may, but shall not be required to, take any action that Lender reasonably
deems appropriate. Any amount that Lender expends in do doing will bear interest at the
rate charged under the Promissory Note from the date incurred or paid by Lender to the
date of repayment by Trustor. All such expenses, at Lender's option, will (a) be payable
on demand, (b) be added to the balance of the Promissory Note and be apportioned
among and be payable with any installment payments to become due during the
remaining term of the Promissory Note, or (c) be treated as a balloon payment which will
be due and payable at the Promissory Note's maturity. This Deed of Trust also will
secure payment of these amounts. The rights provided for in this paragraph shall be in
addition to any other rights or any remedies to which Lender may be entitled on account
of the default. Any such action by Lender shall not be construed as curing the default so
as to bar Lender from any remedy that it otherwise would have had.
3.9 WARRANTY. Trustor warrants that the Mortgaged Property and Trustor's use of
the Mortgaged Property complies with all existing applicable laws, ordinances, and
regulations of governmental authorities.
3.10 IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL
AUTHORITIES. The following provisions relating to governmental taxes, fees and
charges are a part of this Deed of Trust:
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Current Taxes, Fees and Charges. Upon request by Lender, Trustor shall execute such
documents in addition to this Deed of Trust and take whatever other action is requested
by Lender to perfect and continue Lender's lien and security interest on the Property.
Trustor shall reimburse Lender for all taxes, as described below, together with all
expenses incurred in recording, perfecting or continuing this Deed of Trust, including
without limitation all taxes, fees, documentary stamps, and other charges for recording or
registering this Deed of Trust.
Taxes. The following shall constitute taxes to which this section applies: (a) a specific
tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by
this Deed of Trust; (b) a specific tax on Trustor which Trustor is authorized or required to
deduct from payments on the Indebtedness secured by this type of Deed of Trust; (c) a
tax on this type of Deed of Trust chargeable against the Lender or the holder of the
Promissory Note; and (d) a specific tax on all or any portion of the Indebtedness or on
payments of principal and interest made by Trustor.
Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the
date of this Deed of Trust, this event shall have the same effect as an Event of Default (as
defined below), and Lender may exercise any or all of its available remedies for an Event
of Default as provided below unless Trustor either (a) pays the tax before it becomes
delinquent, or (b) contests the tax as provided above in the Taxes and Liens section and
deposits with Lender cash or a sufficient corporate surety bond or other security
satisfactory to Lender.
3.11 SECURITY AGREEMENT; FINANCING STATEMENTS. The following
provisions relating to this Deed of Trust as a security agreement are a part of this Deed of
Trust:
Security Agreement. This instrument shall constitute a security agreement to the extent
of any of the Mortgaged Property constitutes fixtures or other personal property, and
Lender shall have all of the rights of a secured party under the Uniform Commercial
Code as amended from time to time.
Security Interest. Upon request by Lender, Trustor shall execute financing
statements and take whatever other action is requested by Lender to perfect and continue
Lender's security interest in the Rents and Personal Property in a manner and at a place
reasonably convenient to Trustor and Lender and make it available to Lender within ten
(10) days after receipt of written demand from Lender.
Addresses. The mailing addresses of Trustor (debtor) and Lender (secured party),
from which information concerning the security interest granted by this Deed of Trust
may be obtained (each as required by the Uniform Commercial Code), are as stated on
the first page of this Deed of Trust.
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3.12 FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisIOns
relating to further assurances and attorney-in-fact are a part of this Deed of Trust:
Further Assurances. At any time, and from time to time, upon request of Lender,
Trustor will make, execute and deliver, or will cause to be made, executed or delivered,
to Lender or to Lender's designee, and when requested by Lender, cause to be filed,
recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and
places as Lender may deem appropriate, any and all such mortgages, deeds of trust,
security deeds, security agreements, financing statements, continuation statements,
instruments of further assurance, certificates, and other documents as may, in the sole
opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect,
continue, or preserve (a) the obligations of Trustor under the Promissory Note, this Deed
of Trust, and the Related Documents, and (b) the liens and security interests created by
this Deed of Trust as second priority liens on the Mortgaged Property, whether now
owned or hereafter acquired by Trustor. Unless prohibited by law or agreed to the
contrary by Lender in writing. Trustor shall reimburse Lender for all costs and expenses
incurred in connection with the matters referred to in this paragraph.
Attorney-In-Fact. If Trustor fails to do any of the things referred to in the preceding
paragraph, Lender may do so for and in the name of Trustor and at Trustor's expense.
For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in-
fact for the purpose of making, executing, delivering, filing, recording, and doing all
other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the
matters referred to in the preceding paragraph.
4.0 FULL PERFORMANCE AND RECONVEYANCE. If Trustor pays all the
Indebtedness, including without limitation, all future advances, when due, and otherwise
performs all the obligations imposed upon Trustor under the Loan Agreement, the
Promissory Note and this Deed of Trust, Lender shall execute and deliver to Trustee a
request for full reconveyance and shall execute and deliver to Trustor suitable statements
of termination of any financing statement on file evidencing Lender's security interest in
the Rents and Personal Property. Lender may charge Trustor a reasonable reconveyance
fee at the time of reconveyance.
5.0 DEFAULT. Each of the following, at the option of Lender, shall constitute an event of
default ("Event of Default") under this Deed of Trust:
Default on Indebtedness. Failure of Trustor to make any payment when due under
the Promissory Note if not cured within thirty (30) days after written notice from the
Lender.
Default on Other Payments. Failure of Trustor within the time required by this Deed of
Trust to make any payment for taxes or insurance, or any other payment necessary to
prevent filing of or to effect discharge of any lien.
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Compliance Default. Failure of Trustor to comply with any other term, obligation,
covenant or condition contained in this Deed of Trust, the Promissory Note, the Loan
Agreement, the Related Documents, including without limitation the OP A, after notice
and any applicable cure period has expired.
Breaches. Any warranty, representation or statement made or furnished to Lender by
or on behalf of Trustor under this Deed of Trust, the Promissory Note, the Loan
Agreement, or any of the Related Documents is, or at the time made or furnished was,
false in any material respect.
Insolvency. The insolvency of Trustor, appointment of a receiver for any part of
Trustor's property, any assignment for the benefit of creditors, the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Trustor, which is not
discharged or dismissed within ninety (90) days, or the dissolution or termination of
Trustor's existence as a going business (if Trustor is a business).
Foreclosure, etc. Commencement of foreclosure, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Trustor against any of the
Mortgaged Property. However, this subsection shall not apply in the event of a good
faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis
of the foreclosure, provided that Trustor gives Lender written notice of such claim and
furnishes reserves or a surety bond for the claim satisfactory to Lender.
5.1 RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of
Default and at any time thereafter, Trustee or Lender, at its option, may exercise anyone
or more the following rights and remedies, in addition to any other rights or remedies
provided by law:
Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary
may declare the entire Indebtedness secured by this Deed of Trust immediately due and
payable by delivery to Trustee of written declaration of default and demand for sale and
of written notice of default and of election to cause the Mortgaged Property to be sold,
which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit
with Trustee this Deed of Trust, the Promissory Note, other documents requested by
Trustee, and all documents evidencing expenditures secured hereby. After the lapse of
such time may then be required by law following the recordation of the notice of default,
and notice of sale having been given as then required by law, Trustee, without demand on
Trustor, shall sell the Mortgaged Property at the time and place fixed by it in the notice of
sale, either as a whole or in separate parcels, and in such order as it may determine, at
public auction to the highest bidder for cash in lawful money of the United States,
payable at time of sale. Trustee may postpone sale of all or any portion of the Mortgaged
Property by public announcement at such time and place of sale, and from time to time
thereafter may postpone such sale by public announcement at the time filed by the
preceding postponement in accordance with applicable law. Trustee shall deliver to such
purchaser its deed conveying the Mortgaged Property so sold, but without any covenant
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or warranty, express or implied. The recitals in such deed of any matters or facts shall be
conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or
Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of
Trustee and of this Trust, including cost of evidence of title in connection with sale,
Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms
hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the
date hereof; all other sums then secured hereby; and the remainder, if any, to the person
or persons legally entitled thereto.
Judicial Foreclosure. With respect to all or any part of the Mortgaged Property, Lender
shall have the right in lieu of foreclosure by power of sale to foreclose by judicial
foreclosure in accordance with and to the full extent provided by California law. It is
understood and agreed by the parties hereto that no action taken by the Lender shall result
in the imposition of personal liability on any of the members, partners, directors,
shareholders and officers, as applicable, of Trustor or on Trustor itself or its constituent
members.
UCC Remedies. With respect to all or any part of the Mortgaged Property, Lender
shall have the rights and remedies of a secured party under the Uniform Commercial
Code, including without limitation the right to recover any deficiency in the manner and
to the full extent provided by California law.
Collect Rents.Lender shall have the right, without notice to Trustor, to take possession of
and manage the Mortgaged Property and collect the Rents, including amounts past due
and unpaid, and apply the net proceeds, over and above Lender's costs, against the
Indebtedness. In furtherance of this right, Lender may require any tenant or other user of
the Mortgaged Property to make payments of rent or use fees directly to Lender. If the
Rents are collected by Lender, then Trustor irrevocably designates Lender as Trustor's
attorney-in-fact to endorse instruments received in payment thereof in the name of
Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other
users to Lender in response to Lender's demand shall satisfy the obligations for which the
payments are made, whether or not any property grounds for the demand existed. Lender
may exercise its rights under this subparagraph either in person, by agent, or through a
receIver.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take
possession of all or any part of the Mortgaged Property, with the power to protect and
preserve the Mortgaged Property, to operate the Property preceding foreclosure or sale,
and to collect the Rents from the Mortgaged Property and apply the proceeds, over and
above the cost of the receivership against the Indebtedness. The receiver may serve
without bond if permitted by law. Lender's right to the appointment of a receiver shall
exist whether or not the apparent value of the Mortgaged Property exceeds the
indebtedness by a substantial amount. Employment by Lender shall not disqualify a
person from serving as a receiver.
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Tenancy at Sufferance. If Trustor remains in possession of the Mortgaged Property
after the Property is sold as provided above or Lender otherwise becomes entitled to
possession of the Property upon default of Trustor, Trustor shall become a tenant at
sufferance of Lender or the purchaser of the Mortgaged Property and shall, at Lender's
option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the
Mortgaged Property immediately upon the demand of Lender.
Other Remedies. Trustee or Lender shall have any other right or remedy provided in
this Deed of Trust or the Promissory Note or by law.
Notice of Sale. Lender shall give Trustor reasonable notice of the time and place
of any public sale of the Personal Property or of the time after which any private sale or
other intended disposition of the Personal Property is to be made. Reasonable notice
shall mean notice given at least thirty (30) days before the time of the sale or disposition.
Any sale of Personal Property may be made in conjunction with any sale of the
Mortgaged Property.
Sale of the Mortgaged Property. To the extent permitted by applicable law, Trustor
hereby waives any and all rights to have the Mortgaged Property marshaled. In
exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any
part of the Property together or separately, in one sale or by separate sales. Lender shall
be entitled to bid at any public sale on all or any portion of the Mortgaged Property.
Waiver; Election of Remedies. A waiver by any party of a breach of a provision of
this Deed of Trust shall not constitute a waiver of or prejudice the party's rights otherwise
to demand strict compliance with that provision or any other provision. Election by
Lender to pursue any remedy provided in this Deed of Trust, the Promissory Note, in any
Related Document, or provided by law shall not exclude pursuit of any other remedy, and
an election to make expenditures or to take action to perform an obligation of Trustor
under this Deed of Trust after failure of Trustor to perform shall not affect Lender's right
to declare a default and to exercise any of its remedies.
Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the
terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may
adjudge reasonable as attorneys' fees at trial and on any appeal. Whether or not any court
action is involved, all reasonable expenses incurred by Lender which in Lender's opinion
are necessary at any time for the protection of its interest or the enforcement of its rights
shall become a part of the Indebtedness payable on demand and shall bear interest at the
Promissory Note rate from the date of expenditure until repaid. Expenses covered by this
paragraph include, without limitation, however subject to any limits under applicable law,
Lender's attorneys' fees whether or not there is a lawsuit, including attorneys' fees for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay or
injunction), appeals and any anticipated post-judgment collection services, the cost of
searching records, obtaining title reports (including foreclosure reports), surveyors'
reports, appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by
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applicable law. For the purposes hereof, the words "Lender's attorneys' fees" include the
salaries, benefits and expenses of attorneys employed in the office of the City Attorney
computed on an hourly basis for any such legal services provided in connection with the
enforcement of the rights of the Lender hereunder. Trustor also will pay any court costs,
in addition to all other sums provided by law.
Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth
in this section.
6.0 POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to
the powers and obligations of Trustee are part of this Deed of Trust:
Powers of Trustee. In addition to all powers of Trustee arising as a matter of law,
Trustee shall have the power to take the following actions with respect to the Property
upon the written request of Lender and Trustor: (a) join in preparing and filing a map or
plat of the Mortgaged Property, including the dedication of streets or other rights to the
public; and (b) join in granting any easement or creating any restriction on the Mortgaged
Property.
Obligations to Notify. Trustee shall not be obligated to notify any other party of a
pending sale under any other trust deed or lien, or of any action or proceeding in which
Trustor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by
Trustee.
Trustee. Trustee shall meet all qualifications required for Trustee under applicable
law. In addition to the rights and remedies set forth above, with respect to all or any part
of the Mortgaged Property, the Trustee shall have the right to foreclose by notice and
sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in
accordance with and to the full extent provided by applicable law.
Successor Trustee. Lender, at Lender's option, may from time to time appoint a
successor Trustee to any Trustee appointed hereunder by an instrument executed and
acknowledged by Lender and recorded in the office of the recorder of San Bernardino
County, California. The instrument shall contain, in addition to all other matters required
by state law, the names of the original Lender, Trustee, and Trustor the book and page
where this Deed of Trust is recorded, and the name and address of the successor trustee,
and the instrument shall be executed and acknowledged by Lender or its successors in
interest. The successor trustee, without conveyance of the Mortgaged Property, shall
succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust
and by applicable law. This procedure for substitution of trustee shall govern to the
exclusion of all other provisions for substitution.
7.0 NOTICES TO TRUSTOR AND OTHER PARTIES. Any notice under this Deed
of Trust shall be in writing and shall be effective when actually delivered or, if mailed,
shall be deemed effective three business days after it is deposited in the United States
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mail first class, registered mail, postage prepaid, directed to the addresses shown near the
beginning of this Deed of Trust. Any party may change its address for notices under this
Deed of Trust by giving formal written notice to the other parties, specifying that the
purpose of this notice is to change the party's address. All copies of notices of
foreclosure from the holder of any lien which has priority over this Deed of Trust shall be
sent to Lender's address, as shown near the beginning of this Deed of Trust. For Notice
purposes, Trustor agrees to keep Lender and Trustee informed at all times of Trustor's
current address. Each Trustor requests that copies of any notices of default and sale be
directed to Trustor's address shown near the beginning of this Deed of Trust.
8.0 STATEMENT OF OBLIGATION.Lender may collect a fee, in an mount not to exceed
the statutory maximum, for furnishing the statement of obligation as provided by Section
2943 of the Civil Code of California.
9.0 [RESERVED]
10.0 ASSIGNMENT OF CONTRACTS. In addition to any other grant, transfer or
assignment effectuated hereby, without in any manner limiting the generality of the
grants in the conveyance and grant section hereof, Trustor shall assign to Beneficiary, as
security for the indebtedness secured hereby, Trustor's interest in all agreements,
contracts, leases, licenses and permits affecting the Property in any manner whatsoever,
such assignments to be made, if so requested by Beneficiary, by instruments in form
satisfactory to Beneficiary; but no such assignment shall be construed as a consent by
Beneficiary to any agreement, contract license or permit so assigned, or to impose upon
Beneficiary any obligations with respect thereto.
11.0 BOOKS AND RECORDS. Trustor shall maintain, or cause to be maintained, proper
and accurate books, records and accounts reflecting all items of income and expense in
connection with the operation of the Mortgaged Property or in connection with any
services, equipment or furnishings provided in connection with the operation of the
Mortgaged Property, whether such income or expense be realized by Trustor or by any
other person or entity whatsoever excepting persons unrelated to and unaffiliated with
Trustor and who leased from Trustor portions of the Mortgaged Property for the purposes
of occupying the dame. Upon the request of Beneficiary, Trustor shall prepare and
deliver to Beneficiary such financial statements regarding operation of the Mortgaged
Property as Beneficiary may reasonably request. Beneficiary, or its designee, shall have
the right from time to time during normal business hours to examine such books, records
and accounts and to make copies or extracts therefrom.
12.0 MISCELLANEOUS PROVISIONS.
a part of this Deed of Trust:
The following miscellaneous provisions are
Environmental Default and Remedies. In the event that any portion of the
Mortgaged Property is determined to be "environmentally impaired", or an "affected
parcel" as these terms are defined at Code of Civil Procedure Section 725.5(e), then in
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such event and without limiting or in any way affecting the another rights and remedies
of the Trustee and the Beneficiary under this Deed of Trust, the Beneficiary may elect to
exercise its rights under Code of Civil Procedure Section 725.5(a) to waive its lien or
such portion of the Mortgaged Property and to exercise its rights and remedies to recover
the Indebtedness under a judgment as an unsecured creditor of the Trustor and/or to
exercise any other remedy authorized by law. The Trustor shall be deemed to have
willfully permitted or acquired in a or release or threatened release of a hazardous
substance, if such release or threatened release was knowingly or negligently caused or
contributed by to by any lessee, occupant, user of the Mortgaged Property which caused
or contributed to the release or threatened release of a hazardous substance. All costs and
expenses of the Beneficiary, including reasonable attorney's fees, plus interest at a rate
per annum of eight percent (8%) until paid, as incurred in connection with an action as
may be brought by the Beneficiary as provided in Code of Civil Procedure Section
725.5(b ).
Amendments. This Deed of Trust, together with any Related Documents, constitutes the
entire understanding and agreement of the parties as to the matters set forth in this Deed
of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless
given in writing and signed by the party or parties sought to be charged or bound by the
altercation or amendment.
Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law.
Applicable Law. This Deed of Trust has been delivered to Lender and accepted by
Lender in the State of California. This Deed of Trust shall be governed by and construed
in accordance with the laws of the State of California.
Caption Headings. Caption headings in this Deed of Trust are for convenience
purposes only and are not to be used to interpret or define the provisions of this Deed of
Trust.
Merger. There shall be no merger of the interest or estate created by this Deed of
Trust with any other interest or estate in the Property at any time held by or for the
benefit of Lender in any capacity, without the written consent of Lender.
Severability. If a court of competent jurisdiction finds any provision of this Deed of
Trust to be invalid or unenforceable as to any person or circumstance, such finding shall
not render that provision invalid or unenforceable as to any other persons or
circumstances. If feasible, any such offending provision shall be deemed to be modified
to be within the limits of enforceability or validity; however, if the offending provision
cannot be so modified, it shall be stricken and all other provisions of this Deed of Trust in
all other respects shall remain valid and enforceable.
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Successors and Assigns. Subject to the limitations stated in this Deed of Trust on
transfer of Trustor's interest, this Deed of Trust shall be binding upon and inure to the
benefit of the parties, their successors and assigns. If ownership of the Property becomes
vested in a person other Trustor, Lender, without notice to Trustor, may deal with
Trustor's successors with reference to this Deed of Trust and the indebtedness by way of
forbearance or extension without releasing Trustor from the obligations of this Deed of
Trust or liability under the Indebtedness.
Time is of the Essence.
Trust.
Time is of the essence in the performance of this Deed of
Waivers and Consents. Lender shall not be deemed to have waived any rights
under this Deed of Trust (or under the Related Documents) unless such waiver is in
writing and signed by Lender. No delay or omission on the part of Lender in exercising
any right shall operate as a waiver of such right or any other right. A waiver by and any
party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the
party's right otherwise to demand strict compliance with that provision or any other
provision. No prior waiver by Lender, nor any course of dealing between Lender and
Trustor, shall constitute a waiver of any of Lender's rights or any of Trustor's obligations
as to any future transactions. Whenever consent by Lender is required in this Deed of
Trust, the granting of such consent by Lender in any instance shall not constitute
continuing consent to subsequent instances where such consent is required.
Fixture Filing. This Deed of Trust also constitutes a fixture filing as defined in the
California Uniform Commercial Code, as amended or recodified from time to time. This
Deed of Trust is to be recorded in the real estate records of San Bernardino County,
California, and covers goods which are to become fixtures.
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THE TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF
THIS DEED OF TRUST, AND THE TRUSTOR AGREES TO ITS TERMS, AND THE
TERMS OF THE PROMISSORY NOTE SECURED BY THIS DEED OF TRUST.
TRUSTOR
Date: ! - I&>- 05
By:
[SIGNATURES MUST BE ACCOMPANIED BY NOTARY JURAT]
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO)
On January 16, 2003 before me, Lisa A. Gomez, Notary Public,
personally appeared Lindsy L. Hubby, Jr. ,personally known to me proved to me on
the basis of satisfactory evidence to be the personts1 whose namets1 iSfare subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacitytfesj, and that by his/her/their signaturets1 on the
instrument the personts1, or the entity upon behalf of which the personts1 acted,
executed the instrument.
WITNESS my hand and official seal.
7
i....-~~--------
LISA A. GOMEZ
Commission # 1383245 ~
Notary Public - California ~
San Bernardino County -
My Comm. Expires Nov 4, 2006
(Seal)