HomeMy WebLinkAboutCDC/2006-19
RESOLUTION NO. CDC/2006-19
2
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE AMENDMENT NO.1 TO THAT CERTAIN
2001 ACQUISITION, WORKING CAPITAL AND HOMEBUYER GRANT
ASSISTANCE LOAN AGREEMENT AND RELEASE OF THE 2001
REGULATORY AGREEMENT AND CANCELLATION OF THE
PROMISSORY NOTE RELATED THERETO BETWEEN THE AGENCY
AND THE CALIFORNIA MOBILE HOME PARK CORPORATION
(TROPICANA AND ORANGEWOOD MOBILE HOME PARKS)
(LOW/MOD HOUSING FUND)
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WHEREAS, the Community Development Commission of the City of San Bernardin
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(the "Commission") is the governing body of the Redevelopment Agency of the City of S
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Bernardino (the "Agency"), a public body, corporate and politic, organized and existing pursuan
12
13
to the California Community Redevelopment Law (Health and Safety Code Section 33000, e
14 sea.); and
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WHEREAS, the Agency expended Agency funds on behalf of the mobile home par
16 conversion program for the initial analysis, due diligence and administrative and consultan
17
expenses in cOIll1ection with the purchase of the Tropicana Mobile Home Park and seven (7
18
other mobile home parks (the "Parks") between July, 1995 and March 1996; and
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WHEREAS, in May 1996, the Agency caused the formation of the San Bernardin
20 Mobile Home Park Corporation currently existing as the California Mobile Home Par
21
Corporation and then transferred its ownership interest in each Park to either the Corporation 0
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one of its subsidiaries; and
23
WHEREAS, in an attempt to recoup a portion of its expenditures incurred prior to th
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purchase of the Parks, Agency officials at that time acting on behalf of the Corporation,
controlled by the Agency, required the Corporation to execute eight (8) notes and eight (8) deed
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of trust (the "Park Reimbursement Obligations") securing the Park Reimbursement Obligation
2
for the benefit of the Agency; and
3
WHEREAS, in 1999, control of the Corporation and its subsidiaries was transferred to a
4
independent non-profit Board of Directors to alleviate the further costs and time associated wit
5
Agency administration of the Corporation and also in 1999, in connection with the issuance b
6
the County of San Bernardino Housing Authority ("County Housing Authority") of it
7
$27,195,000 mortgage revenue notes (the "1999 Notes"), the Agency reconveyed the deeds 0
8
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trust upon receipt of a new deed of trust securing the Park Reimbursement Obligations; and
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WHEREAS, the County Housing Authority refunded all of the Parks included fo
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financing in the 1999 Notes, except for the Tropicana Park, with GNMA Collateralized Bond
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("Refunding Bonds"), and the Corporation applied a portion of the proceeds of the Refundin
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Bonds to pay the Park Reimbursement Obligations in full upon the issuance of each series of th
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Refunding Bonds; and
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WHEREAS, the Agency then loaned low- and moderate-income housing funds to th
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Corporation totaling $4,187,296 and executed a Note (the "2001 Note") and 2001 Regulator
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Agreements (the "2001 Regulatory Agreements") which are recorded subordinate to th
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documents for each of the Refunding Bonds and recorded against the Tropicana Park; and
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WHEREAS, the Tropicana project did not possess the financial strength to support th
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issuance by the County Housing Authority of Refunding Bonds, and instead the Corporatio
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obtained conventional financing to repay the portion of the 1999 Notes attributable to th
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Tropicana Park; and
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WHEREAS, III order to secure the Corporation's outstanding debt to the Agency
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$2,000,000 of the original $4,187,296 Agency Loan was secured solely by the Tropicana Park a
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evidenced by a 2002 Note and 2002 Deed of Trust to the Agency in the amount of $2,000,000'
and
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WHEREAS, the Agency loaned the Corporation $550,000 in 2001 (the "$550,000 Loan"
4
pursuant to a 2001 Acquisition, Working Capital and Homebuyer Grant Assistance Lo
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Agreement dated February 8, 2001 ("2001 Loan Agreement"), to assist with upgrades an
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repairs to both the Tropicana Park and the Orangewood Estates Park; and
7
WHEREAS, the Corporation now desires to sell the Tropicana Park and has offered t
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pay the Agency $560,477.31 in full satisfaction of the outstanding balance of $474,274.4
10
(principal of$2M plus interest of $474,274.40) on the $2,000,000 Loan; and
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WHEREAS, in connection with the sale of the Tropicana Project, also the Corporatio
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has represented to the Agency that it intends to pay $154,270 of the $550,000 Loan and h
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requested that the Agency agree to transfer the remaining balance of $395,730 to th
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Orangewood Estates Park (in the event that HUD approves such transfer) and another propert
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owned by the Corporation located in Los Angeles County (the "LA County Property") as
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modification to the $550,000 Loan; and
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WHEREAS, the Commission has duly considered the terms of such transactions as
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contemplated herein and finds that approval of said transactions at this time is in the best
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interests of the Agency.
20
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
FOLLOWS:
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Authorization of Full Satisfaction of 2 000 000 Loan and Authorizatio
Section 1.
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of Amendment No. I to $550.000 2001 Loan Agreement. The Commission hereby authorize
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and approves the forgiveness of a portion of the $2,000,000 Loan, as follows:
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Original Loan Amount $2,000,000.00
Accrued Interest to 6/30/06 $474,274.40
Less Credit ($913.797.09)
Total $1,560,477.40
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The Commission further approves acceptance of a partial payment on the $550,000 2001
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Loan in the amount of $154,270 and the transfer of the balance of $395,730 thereon to th
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Orangewood Estates Park (in the event that HUD approves such transfer) and the LA Count
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Property in accordance with Amendment No. I to the 2001 Loan Agreement (the "Amendmen
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No. I") between the Corporation and the Agency substantially in the form attached hereto
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together with any changes therein or additions thereto as may be approved by the Executiv
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Director of the Agency and Agency Counsel. The Executive Director or hislher designee, ar
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hereby authorized and directed to execute said Amendment No. I.
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The authorizations as granted herein shall remain in full force and effect for ninety (90
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days from and after the date of this Resolution and the approval hereof by the Commission.
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the event that the Tropicana Park has not sold, together with the remittance of the required fund
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to the Agency, on or before September 19, 2006, the approvals as granted herein shall expire an
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be of no further force or effect after said date; provided, further, that the amount to be paid to th
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Agency upon such sale of the Tropicana Park shall be not less than the amount set forth abov
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which is equal to $1,560,477 .40 should the sale occur after June 30, 2006, but prior to Septemb
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19,2006.
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Section 2. Official Action. The Executive Director of the Agency and Agency Counse
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are hereby authorized and directed, on behalf of the Agency, to do any and all things and to tak
any and all actions, including execution and delivery of reconveyances, certificates, agreements
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notices, consents, instruments of conveyance and other documents as may be approved b
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Executive Director and Agency Counsel and as may be reasonably necessary or advisable i
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connection with transactions contemplated hereby.
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Section 3.
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The Resolution shall become effective immediately upon its adoption.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE AMENDMENT NO.1 TO THAT CERTAIN
2001 ACQUISITION, WORKING CAPITAL AND HOMEBUYER GRANT
ASSISTANCE LOAN AGREEMENT AND RELEASE OF THE 2001
REGULATORY AGREEMENT AND CANCELLATION OF THE
PROMISSORY NOTE RELATED THERETO BETWEEN THE AGENCY
AND THE CALIFORNIA MOBILE HOME PARK CORPORATION
(TROPICANA AND ORANGEWOOD MOBILE HOME PARKS)
(LOW/MOD HOUSING FUND)
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4
5
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
9 Community Development Commission of the City of San Bernardino at a ; t. rel!ular meeting
10 thereof, held on the 19 th day of June
, 2006, by the following vote to wit:
11 Commission Members:
Abstain
Absent
Aves
Navs
12 ESTRADA
13 BAXTER
14 MCGINNIS
--1L
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----X-
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DERRY
KELLEY
JOHNSON
MC CAMMACK --1L
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---1L
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20 The foregoing resolution is hereby approved this ~day of June
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,2006.
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.;
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trick . Morris, Ch81 n
Co . ty Development Commission
of the City of San Bernardino
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By:
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AMENDMENT NO.1
TO THE 2001 ACQUISITION, WORKING CAPITAL AND HOMEBUYER GRANT
ASSISTANCE LOAN AGREEMENT
AND ACKNOWLEDGEMENT OF SATISFACTION OF A 2001
$2,000,000 LOAN AND RELEASE OF REGULATORY AGREEMENT
THIS AMENDMENT NO.1 TO THE LOAN AGREEMENT ("Amendment") made and
entered into as of June 19,2006, by and between THE CALIFORNIA MOBILE HOME PARK
CORPORATION, a California public benefit corporation (the "Corporation") and the
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body,
corporate and politic duly organized and existing under the laws of the State of California (the
"Agency") hereby modifies and amends that certain 2001 Acquisition, Working Capital and
Homebuyer Grant Assistance Loan Agreement dated February 8, 2001 (the "$550,000 Loan")
and acknowledges satisfaction of that certain 2002 Agency Note and the release and
reconveyance of a certain Regulatory Agreement (the "$2,000,000 Note"), as follows:
WIT N E SSE T H:
WHEREAS, the Agency expended Agency funds on behalf of the mobile home park
conversion program for the initial analysis, due diligence and administrative and consultant
expenses in connection with the purchase of the Tropicana Mobilehome Park and seven (7) other
mobilehome parks (the "Parks") between July 1995 and March 1996; and
WHEREAS, in May 1996, the Agency caused the formation of the San Bernardino
Mobilehome Park Corporation currently existing as the California Mobile Home Park
Corporation and then transferred its ownership interest in each Park to either the Corporation or
one of its subsidiaries; and
WHEREAS, in an attempt to recoup a portion of its expenditures incurred prior to the
purchase of the Parks, Agency officials at that time acting on behalf of the Corporation, as
controlled by the Agency, required the Corporation to execute eight (8) notes and eight (8) deeds
of trust (the "Park Reimbursement Obligations") securing the Park Reimbursement Obligations
for the benefit of the Agency; and
WHEREAS, in 1999, control of the Corporation and its subsidiaries was transferred to an
independent non-profit Board of Directors to alleviate the further costs and time associated with
the Agency administration of the Corporation and also in 1999, in connection with the issuance
by the County of San Bernardino Housing Authority ("County Housing Authority") of its
$27,195,000 mortgage revenue notes (the "1999 Notes"), the Agency reconveyed the deeds of
trust upon receipt of a new deed of trust securing the Park Reimbursement Obligations; and
WHEREAS, the County Housing Authority refunded all debt previously recorded against
the seven (7) Parks refinanced with the 1999 Notes, except for the Tropicana Park, with GNMA
Collateralized Bonds (the "Refunding Bonds"), and the Corporation applied a portion of the
proceeds of the Refunding Bonds to pay the Park Reimbursement Obligations in full upon the
issuance of each series of the Refunding Bonds; and
4815-1966-6689.3
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WHEREAS, the Agency then loaned low and moderate income housing funds to the
Corporation totaling $4,187,296 (the "2001 Loan")and executed a 2001 Loan Agreement (the
"2001 Loan Agreement"), a Note (the "2001 Note") and 2001 Regulatory Agreement (the "2001
Regulatory Agreements") which are recorded subordinate to each of the GNMA Collateralized
Bonds documents and recorded against the Tropicana Park as well; and
WHEREAS, the Tropicana Park was unable to evidence the financial strength to support
the issuance by the County Housing Authority of GNMA Collateralized Bonds, and instead the
Corporation obtained conventional financing to repay the portion of the 1999 Notes attributable
to the Tropicana Park; and
WHEREAS, in connection with the conventional financing, in order to secure the
Corporation's outstanding debt to the Agency, $2,000,000 of the original $4,187,296 Agency
Loan was secured solely by the Tropicana Park as evidenced by a 2002 Note and 2002 Deed of
Trust to the Agency in the amount of $2,000,000 plus a Regulatory Agreement continued to be
recorded against the Tropicana Park; and
WHEREAS, the Agency loaned the Corporation $550,000 in 2001 (the "$550,000 Loan")
pursuant to a Loan Agreement dated February 8, 2001, to assist with upgrades and repairs to both
the Tropicana Park and the Orangewood Project; and
.
WHEREAS, the Corporation now desires to sell the Tropicana Park and has offered to
pay the Agency $1,560,477.31 in full satisfaction of the outstanding balance of $2,474,274.40
(principal of$2,000,000.00 plus interest of $474,274.40) on the $2,000,000 Loan; and
WHEREAS, also in connection with the sale of the Tropicana Park, the Corporation has
represented to the Agency that it intends to pay $154,270 of the $550,000 Loan (representing the
amount thereof expended on the Tropicana Park) and has requested that the Agency agree to
transfer the remaining balance of $395,730 to the Orangewood Project (in the event that HUD
approves said transfer) and certain property owned by the Corporation located in Los Angeles
County (the "LA County Property"); and
WHEREAS, the Agency has duly considered the terms of such transactions as
contemplated herein and finds that approval of said transactions at this time is in the best
interests ofthe Agency.
NOW, THEREFORE, THE CALIFORNIA MOBILE HOME PARK CORPORATION
AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO HEREBY
AGREE, AS FOLLOWS:
Section 1. Covenants and Duties of the Corooration.
.
A. The Corporation hereby agrees to pay the Agency $1,560,477.31 (representing the
amount of the $2,000,000 Loan plus accrued interest calculated through and including June 30,
2006, equal to $474,274.40 less the Agency forgiveness amount which is equal to $913,797.09)
on the Closing Date which date shall be the date escrow closes on the sale of the Tropicana Park
which amount shall represent the full payment of the $2,000,000 Loan.
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B. The Corporation hereby agrees to pay the Agency $154,270 (representing the
amount of a partial payment on the $550,000 Loan) and the Corporation shall execute and
deliver a 2006 Note to the Agency in the amount of $395,730 which note shall be secured by a
2006 Deed of Trust and 2006 Regulatory Agreement. The Corporation shall cause the 2006
Deed of Trust and 2006 Regulatory Agreement each dated as of June I, 2006, to be recorded
against the Orangewood Project (as herein provided) and the LA County Property. Said 2006
Note shall only secure the amount of $395,730 and the Agency shall release and remove the lien
of the 2006 Deed of Trust and Regulatory Agreement on both parcels of property when the said
note is paid in full.
C. The amount to be paid to the Agency from subsections A and B above are further
described, as follows:
$1,560,477.31
Representing the amount of the $2,000,000 Loan plus accrued and
unpaid interest less the Agency forgiveness amount of $913,797.09
$154,270
representing the amount of a partial payment on the $550,000 Loan
$1,714,747.31
Total
The forgiveness amount with respect to the $2,000,000 Loan shall be calculated on the
basis of the percentage figure derived from (i) the total number of days that the Corporation
through its ownership of the Tropicana Park was in compliance with the original Regulatory
Agreement recorded against the Tropicana Park upon its acquisition by the Agency (i.e., 4,047
days), divided by (ii) the total number of days for which the Regulatory Agreement as recorded
against the Tropicana Park upon the Agency acquisition thereof was intended to be in effect (i.e.,
30 years or 10,958 days). Such resulting percentage figure of36.93 19% shall then be multiplied
against the principal balance of the $2,000,000 Loan, plus accrued and unpaid interest, to
determine the forgiveness amount applicable as of any date of calculation.
Such accrued interest and forgiveness figures shall be recalculated by the Agency in the
event the actual final payment date as contemplated herein is a date earlier or later than June 30,
2006.
Section 2. Covenants and Duties of the Al!:encv. Upon receipt of the amounts set forth
in Section I hereof, the Agency shall:
1. Release and reconvey the 2001 Regulatory Agreement and the 2002 Deed of
Trust and cancel the 2002 Note, thereby releasing all liens and encumbrances of the Agency on
the Tropicana Park related to the $2,000,000 Loan.
2. Release and reconvey the 2001 $550,000 Note and the 2001 $550,000 Deed of
Trust upon the (i) delivery of the funds set forth in Section 1(2) above, (ii) the execution and
delivery of the 2006 Note in the amount of $395,730 and the 2006 Deed of Trust and 2006
Regulatory Agreement securing the 2006 Note and (iii) the recording of the 2006 Deed of Trust
and 2006 Regulatory Agreement in the official records of the County of San Bernardino and the
County of Los Angeles.
4815-1966-6689.3
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Section 3. Entire Ae:reement; Amendment. This Amendment represents the entire
agreement between the parties in connection with the $2,000,000 Loan and $550,000 Loan
except as evidenced in the 2006 Note, 2006 Deed of Trust and 2006 Regulatory Agreement;
provided, however, that this Amendment does not effect the terms and conditions of the 2001
Loan evidenced by the 2001 Loan Agreement in connection with the obligations, duties and
covenants of the Corporation with respect to property or Parks other than the Tropicana Park.
This Amendment may be amended by the parties hereto by a writing signed by both parties.
Section 4. Payment of Business Davs. Whenever in this Amendment any amount is
required to be paid on a day which is not a Business Day, such payment shall be required to be
made on the Business Day immediately following such day.
Section 5. Notices. All written notices to be given under this Amendment shall be given
by first class mail or personal delivery or by telecopier and promptly confirmed by mail, to the
party entitled thereto at its address set forth below, or at such address as the party may provide to
the other party in writing from time to time. Notice shall be effective forty-eight (48) hours after
deposit in the United States mail, postage prepaid or, in the case of any notice to the Trustee or in
the case of personal delivery to any person, upon actual receipt at the address set forth below:
To the Agency:
Redevelopment Agency of the City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401-1507
To the Corporation:
The California Mobile Home Park Corporation
1551 North Tustin Avenue, Suite 550
Santa Ana, California 92705
Section 6. Partial Invaliditv. If any Section, paragraph, sentence, clause or phrase of
this Modification Agreement shall for any reason be held illegal, invalid or enforceable, such
holding shall not affect the validity of the remaining portions of this Amendment.
Section 7. Governine: Law. This Agreement shall be construed and governed in
accordance with the laws of the State.
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IN WITNESS WHEREOF, the Redevelopment Agency of the City of San Bernardino
and The California Mobile Home Park Corporation have caused this Amendment to be signed by
their respective officers, all as of the day and year first above written.
Dated:
REDEVELOPMENT AGENCY OF
CITY OF SAN BERNARDINO
BY~
Maggie P checo, Executive Director
Approved as to Form and
Legal Content:
\ /~J--
Agency Co I
THE CALIFORNIA MOBILE HOME
PARK CORPORATION
Dated:
By:
President
4817-3619-9425.1
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IN WITNESS WHEREOF, the Redevelopment Agency of the City of San Bernardino
and the California Mobile Home Park Corporation have caused this Amendment to be signed by
their respective officers, all as of the day and year first above written.
REDEVELOPMENT AGENCY OF
CITY OF SAN BERNARDINO
Dated:
By:
Maggie Pacheco, Executive Director
Approved as to Form and
Legal Content:
Agency Counsel
THE CALIFORNIA MOBILE HOME
P CORPORA T 0
,
,
Dated:
B. .Wt
President
4815-1966-6689.3
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CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
State of California
} ss.
Oran~
onJLt~ ~~,(~ ~efore K' Lcw.r~~E;gJ~:'J~tl.~!!!d&fit~
personally appeared Lhrll S P,t)aJu<1n -,
Name(s)of Signer(s)
l.i7G,ersonally known to me
DCproved fo me on the basis of satisfactory
evidence
County of
J~----~~~-~~-
LAURIE R. CIW'UN
i@ Commlsalon# 1511078 ~
!' NoIary NlIIc - CaIIomIa f
j' Orange Coonv -
_ _ _ ~~:..~~2.:~
to be the person(s) whose name(s) is/are
subscribed to the within instrument and
acknowledged to me that he/shelthey executed
the same in his/her/their authorized
capacity(ies), and that by his/herltheir
signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
D Individual
D Corporate Officer - Title(s):
D Partner - D Limited D General
D Attorney-in-Fact
D Trustee
D Guardian or Conservator
D Other:
Signer Is Representing:
Number of Pages:
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Top of thumb here
@1999 National NotaryAssocia~Ofl' 9350 De SotoAve.. P.O. Box 2402. Chatsworth, CA91313-2402' www.nationalnotary.org
Prod. No. 5907
Reorder: Call Toll-Free 1-800-876-6827
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2006 PROMISSORY NOTE SECURED BY DEED OF TRUST
Date:
Maturity Date:
Principal Amount:
June 23, 2006
January 1,2013
$395,730 plus prior accrued and unpaid interest as provided below
which is currently equal to $66,616.36 as of the date of this Note
3.000% per annum
This Promissory Note shall be secured by (i) the Orangewood Mobile
Home Park as currently owned by the Borrower in the City of San
Bernardino, California, if and to the extent the recordation of a Deed
of Trust upon such property is approved by the United States
Department of Housing and Urban Development, and (ii) that certain
property located in the City ofSylmar, California, APN 2580-004-016.
Interest Rate:
Premises:
FOR VALUE RECEIVED, The California Mobile Home Park Corporation and
the Orangewood Mobile Home Park Corporation, each a California non profit public benefit
corporation (collectively the "Borrower"), promises to pay to Redevelopment Agency of the City
of San Bernardino (the "Lender"), its successors or assigns, a principal sum not to exceed Three
Hundred Ninety Five Thousand Seven Hundred Thirty Dollars ($395,730) (the "Note Amount")
with accrued interest thereon in the manner as set forth below in addition to the accrued and
unpaid interest on that certain promissory note dated as of February 8, 200 I, and designated as
the "Promissory Note Payable to a Public Agency" executed by a predecessor entity to the
Borrower in an original principal amount equal to $550,000 with interest commencing to accrue
from and after September 1,2002, at the rate of three percent (3%) per annum and the unpaid
accrued interest thereon as of the date of this 2006 Promissory Note Secured by Deed of Trust is
equal to $66,616.36.
I. Calculation of Note Amount. The Note Amount is equal to that amount
required to repay the Lender in connection with a loan made by the Lender to the Borrower.
2. Interest: Late Charges. Interest shall accrue on the unpaid principal
balance of the Note Amount and the prior accrued and unpaid interest at the rate of interest equal
to 3.000% per annum from the date of this Promissory Note until the Note Amount is paid in
full. Interest shall be calculated for the actual number of days for which each principal balance
of the Note Amount is outstanding on the basis of a 365/366 day year. Interest shall be payable
monthly as of the first day of each calendar month commencing on September 1, 2006, and
monthly thereafter for the exact number of days during the applicable monthly interest
calculation period based upon the principal amount hereof and the prior accrued and unpaid
interest balance hereof as recited herein. Principal and a portion of the prior accrued and unpaid
interest shall be payable on September 1 of each year commencing on September 1,2007 in an
amount equal to $77,057.73 on each such September 1 through and including September 1,2012,
with the final payment of the remaining principal and prior accrued interest balance, together
with the then current accrued and unpaid interest, being due and payable on the maturity date
4819-7343-9745.1
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hereof which is January I, 2013, unless the entire principal balance and accrued and unpaid
interest amount has been remitted in whole prior to such maturity date as authorized herein,
Any interest or principal payment required to be made that is not made on the
applicable payment date shall incur a five percent (5%) late payment charge calculated upon the
amount of the payment not timely made if such payment is not actually received by the Lender
on or before the fifth (5th) calendar day after the due date for such interest or principal payment
3, Source of Payment Payment of the Note Amount and interest accrued
thereon shall be made by the Borrower from the income, receipts and revenues generated from
the operations of the Orangewood Mobile Home Park and from any other sources of the
Borrower available for payment thereof, including the sale of the real properties securing this
Promissory Note pursuant to the applicable Deed of Trust
All sums due hereunder shall be payable in lawful money of the United States of
America at the principal office of the Lender at the address referenced herein or at such other
address as may be designated by the Lender in writing from time-to-time,
4, Maturity Date. Regardless of any other provision of this Promissory Note,
the balance of all unpaid principal of and accrued but unpaid interest on the principal amount
shall be paid in full on or before January 1,2013 (the "Maturity Date").
5. Security for Note. This Promissory Note is secured by a Deed of Trust
and Regulatory Agreement of even date herewith executed by the undersigned on behalf of the
Borrower in favor of the Lender, as beneficiary, encumbering the Premises (described therein),
duly filed in the official records of the county in which said Premises are located.
6. Prepavment. Borrower reserves the right to prepay, at any time and from
time-to-time in one or more payments, all or part of the Note Amount or interest accrued thereon
without payment of penalty or premiums.
7. Default Failure of the Borrower to timely pay this Promissory Note when
due and payable shall constitute a default of the terms of this Promissory Note. Upon the
Lender's knowledge of a default by the Borrower under this Promissory Note, the Lender 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 five (5) calendar days of the date of receipt of the
Notice of Default. If the default is not remedied within that period by the Borrower, the Lender
may accelerate the balance due under this Promissory Note. Upon default, the Lender may
pursue all remedies available at law and under the Deed of Trust to enforce its rights hereunder.
8. Maximum Interest In no event shall the total interest and late charges
payable hereunder exceed the maximum amount of interest permitted under the usury laws of the
State of California.
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9, Collection Costs. If a lawsuit is instituted by the Lender to recover on this
Promissory Note, the Borrower agrees to pay all costs of collection, including reasonable
attorneys' fees and court costs incurred by the Lender in connection therewith.
10. 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.
11. Assignment. In no event shall the Borrower assign or transfer any portion
of this Promissory Note without the prior written consent of the Lender, which may be withheld
in the Lender's sole discretion. Upon assignment of this Promissory Note without Lender
consent, the entire Note Amount and any interest accrued thereon and unpaid shall be
immediately due and payable in full. The Lender may, at its option, assign its right to receive
payment under this Promissory Note without obtaining the prior consent of Borrower.
12. Governing Law. This Promissory Note shall be governed by the laws of
the State of California.
[END OF PAGE]
48\9-7343-9745.\
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13. 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 their address for receipt of written notice by so
notifying the other party in writing.
TO BORROWER:
The California Mobile Home Park Corporation
1551 North Tustin Avenue, Suite 550
Santa Ana, California 92705
Attn: President
TO LENDER:
Redevelopment Agency of the City of San Bernardino
201 North "E" Street, Third Floor
San Bernardino, California 92401
Attn: Executive Director
IN WITNESS WHEREOF, this Promissory Note has been du1y executed by the
undersigned as of the date first written above.
,
4819-7343-9745.1
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CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
State of California
} ss.
Crrincgu
onJLLne.; ))jJ, d.Cf:f...o before me, WIII(JL.f,~{lnl tJ~u.fiL~,
O'('"""]')e.n' ~ . N,m,,'" TO!,. ." (,.g. "., 000. N"~ P .'(
personally appeared nl9-, Q ~rl (1f() . '
Name{s}of Stgner(s)
:II1 personally known to me
D proved to me on the basis of satisfactory
evidence
County of
@ lAllRlE R, CIW\jij
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to be the person(s) whose name(s) is/are
subscribed to the within instrument and
acknowledged to me that he/shelthey executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
D Individual
D Corporate Officer - Trtle(s):
D Partner - D Limited D General
D Attorney-In-Fact
D Trustee
D Guardian or Conservator
D Other:
.
Top of thumb here
Signer is Representing:
~ 1999 National Notary Associalion . 9350 De Solo Ave., P_O. Bo~ 2402. Chatsworth. CA91313-2402. www.lIBlionalnotary,org
Prod. No. 5907
Reorder: Call TolJ.Free 1-8OO-B76-6627
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This page is part of your document - DO NOT DISCARD
\
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06 1392563
RECORDED/FILED IN OFFICIAL RECORDS
RECORDER'S OFFICE
LOS ANGELES COUNTY
CALIFORNIA
06/26/06 AT 08:00am
TITLE(S) :
...
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FEE
D.T.T.
/FREE
FFl
33
CODE
20
CODE
19
CODE
9
Assessor's Identification Number (AIN)
To be completed by Examiner OR Title Company in black ink.
Number of AIN's Shown
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THIS FORM IS NOT TO BE DUPLICATED
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RECORDING REQUESTED BY
AND WHEN RECORDED
RETURN TO:
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
clo LEWIS BRISBOIS BISGAARD & SMITH LLP
650 EAST HOSPITALITY LANE, SUITE 600
SAN BERNARDINO CA 92408
A TIN: ALEXIS CRUMP
1/
06 1892563
DEED OF TRUST. SECURITY AGREEMENT.
ASSIGNMENT OF LEASES AND RENTS. AND
FINANCING STATEMENT
This document filed for record
by Orange Coest Title Compa~
as an accommodation only. It
ha. not been examined as to 11II
execution or 8! to III .nect
upon the lIlle.
4811-5817-0369.1
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DEED OF TRUST. SECURITY AGREEMENT.
ASSIGNMENT OF LEASES AND RENTS. AND
FINANCING STATEMENT
Dated: As of June 1,2006
MADE BY THE CALIFORNIA MOBILE HOME PARK CORPORATION
AND
ORANGEWOOD MOBILEHOME PARK CORPORATION
TO
ORANGE COAST TITLE COMPANY, as Trustee
FOR THE BENEFIT OF
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
06 1392563
481 I-58 I 7'()369. I
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DEED OF TRUST. SECURITY AGREEMENT.
ASSIGNMENT OF LEASES AND RENTS. AND
FINANCING STATEMENT
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
LEASES AND RENTS, AND FINANCING STATEMENT ("Deed of Trust") is made as of
June 1, 2006, by THE CALIFORNIA MOBILE HOME PARK CORPORATION and the
ORANGEWOOD MOBILEHOME PARK CORPORATION ( collectively "Trustor") to
ORANGE COAST TITLE COMPANY, having an address at 1955 Hunts Lane, San Bernardino,
California 92408, as trustee ("Trustee"), for the benefit of REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO, having an address at 201 North "E" Street, Third Floor,
San Bernardino, California 92401 ("Beneficiary"). All capitalized terms not expressly defined in
this Deed of Trust shall have the meanings given to them in that certain 2006 Promissory Note
Secured By Deed Of Trust made by the Trustor for the benefit of the Beneficiary dated as of
June 1,2006 (the "Note").
WHEREAS, Trustor is a non profit public benefit corporation organized under the
laws of the state of California and is authorized to incur indebtedness for the purpose of
financing the acquisition or rehabilitation of multifamily housing projects; and
WHEREAS, among other things, the Trustor has agreed to pledge the Premises, as
hereinafter defined, as further security for the repayment of the Note in accordance with this
Deed of Trust.
NOW, THEREFORE, in consideration of the obligations pledged under the Note
to secure timely repayment thereof and in accordance with the terms, provisions and limitations
of this Deed of Trust, and to secure the performance of the covenants and agreements contained
herein, whether currently in effect or to be executed after the date hereof, and any other
documents evidencing and securing the obligation secured hereby (collectively, the "Related
Documents") to be performed by Trustor, Trustor, intending to be legally bound, does hereby
irrevocably GIVE, GRANT, BARGAIN AND SELL, ALIENATE, MORTGAGE, CONVEY,
CONFIRM, TRANSFER AND ASSIGN TO TRUSTEE, ITS SUCCESSORS AND ASSIGNS,
FOR THE BENEFIT OF BENEFICIARY, ITS SUCCESSORS AND ASSIGNS, IN TRUST,
WITH POWER OF SALE, all of Trustor's estate, right, title and interest in and to that certain
real property situated and, lying, and being in the City of San Bernardino, County of San
Bernardino and State of California and more particularly described in Exhibit "A" attached
hereto (the "Premises");
TOGETHER with all easements, rights of way, strips and gores of land, vaults,
streets, alleys, water rights, mineral rights and rights used in connection therewith or as a means
of access thereto, or to provide service thereto, privileges, franchises, development, air and other
rights and appendages now or in the future belonging to or in any way appertaining to the
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Premises, including, without limitation, all tenements, hereditaments and appurtenances thereof
and thereto pertaining or belonging, and all underground and overhead passageways and licenses
in connection therewith;
TOGETHER with all of Trustor's right, title and interest in any and all of the
Premises, and leases, subleases, management agreements, arrangements, concessions or
agreements, written or oral, relating to the use and occupancy of the Premises or any portion
thereof, now or hereafter existing or entered into, as any of the foregoing may be amended,
extended, renewed or modified from time to time, which grant is made subsequent in time and
priority to the rights granted to Beneficiary pursuant to Section 25 hereof;
TOGETHER with all rents, issues and profits of the Premises for so long and
during all such times as Trustor may be entitled thereto (which are pledged primarily and on a
parity with said real estate and not secondarily), which grant is made subsequent in time and
priority to the rights granted to Beneficiary pursuant hereto;
TOGETHER with all of Trustor's right, title and interest in and to any and all
buildings, structures and improvements now or hereafter erected on the Premises, including,
without limitation, the buildings and structures, the fixtures, attachments, appliances, equipment,
machinery and other articles attached to said buildings and improvements and all tangible or
intangible personal property owned by Trustor now or any time hereafter located on or at the
Premises or used in connection therewith, including, but not limited to, all goods, machinery,
tools, equipment (including, without limitation, fire sprinklers and alarm systems, air
conditioning, heating, boilers, refrigerating, electronic monitoring, water, lighting, power,
sanitation, waste removal, entertainment, recreational, window or structural cleaning rigs,
maintenance and all other equipment of every kind), lobby and all other indoor or outdoor
furniture (including, without limitation, tables, chairs, planters, desks, sofas, shelves, lockers and
cabinets), furnishings, appliances, inventory, rugs, carpets and other floor coverings, draperies,
drapery rods and brackets, awnings, venetian blinds, partitions, chandeliers and other lighting
fixtures, and all other fixtures, apparatus, equipment, furniture, furnishings, and articles, any
plans and specifications pertaining to the Premises, including, without limitation, all
installations, fixtures and furnishings specifically designed for any part of the Premises,
including, hardware and software, HV AC and other utility installations, all appraisals,.
engineering, soils, environmental and other reports and studies relating to the Premises, all
permits, licenses and contract rights, warranties, guarantees, catalogues, tenant suppliers,
advertising materials and telephone exchange numbers as identified in such materials, it being
understood that the enumeration of any specific articles of property shall in no way result in or
be held to exclude any items of property not specifically mentioned;
TOGETHER with all the estate, interest, right, title, other claim or demand,
including claims or demands with respect to the proceeds of insurance in effect with respect
thereto, which Trustor now has or may hereinafter acquire in or with respect to the Premises, and
any and all awards made for the taking by eminent domain, or by any proceedings or purchase in
lieu thereof, of the whole or any part of the Premises, including, without limitation, any awards
resulting from the change of grade of streets and awards for severance damages; and
4811-5817-0369.\
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TOGETHER with all proceeds and avails of the conversion, voluntarily or
involuntarily, of any of the foregoing into cash or liquidated claims, including but not limited to
proceeds of insurance and of any conveyance of the Premises or any part thereof,
TO HAVE AND TO HOLD the Premises, together with all and singular of the
rights, privileges, tenements, hereditaments and appurtenances thereto in any way incident or
belonging unto the Trustee and to its successors or substitutes in trust and its and their assigns
forever,
FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary
may elect, and without limiting the generality of the foregoing provisions of this Deed of Trust:
(a) payment of all amounts due under the Note;
(b) payment of all sums advanced by Beneficiary or Trustee to protect
the Premises;
(c) performance of every obligation, covenant or agreement of Trustor
contained herein, in the Note, and in the Related Documents, and that certain UCC-l Financing
Statement of even date herewith executed by Trustor, as debtor, and Beneficiary, as secured
party, and all supplements, amendments and modifications thereto and all extensions and
renewals thereof (the "UCC-l ");
. (d) performance of every obligation, covenant and agreement of
Trustor contained in any agreement now or hereafter exacted by Trustor which recites that the
obligations thereunder are secured by this Deed of Trust; and
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(e) compliance with and performance of each and every material
provision of any declaration of covenants, conditions and restrictions pertaining to the Premises
or any portion thereof.
All of the land, rights, estate and property hereinabove described, real, personal
and mixed, whether affixed or annexed or not (except where otherwise herein specified), and all
rights hereby conveyed and mortgaged are intended so to be as a unit and are hereby understood,
agreed and declared to form a part and parcel of the real estate and to be appropriated to the use
of the real estate, and shall for the purposes of this Deed of Trust be deemed to be real estate and
conveyed and mortgaged hereby.
Trustor covenants that: (i) it has good marketable and insurable title and interest
to the Premises subject only to the Permitted Exceptions and is lawfully seized of the Premises;
(ii) it has good right, full power and lawful authority to convey and mortgage the same, and that
it will warrant and forever defend the Premises and the quiet and peaceful possession of the same
against the claims of all persons whomsoever; (iii) all leases, management agreements, licenses
and other instruments hereinabove referred to and assigned and mortgaged hereby are valid and
subsisting and in full force and effect and Trustor is not in default thereunder, Trustor has no
knowledge of any default thereunder by any other party, and no written notice of default
4811-5817-0369.1
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remaining uncured as of the date hereof has been given or received by Trustor; (iv) this Deed of
Trust and the other Related Documents pertaining to the Premises when duly recorded in the
appropriate public records create a valid and enforceable lien upon the Premises subject hereto
and thereto securing the sums secured hereby and thereby, and, as of the date hereof, there are no
defenses or offsets to this Deed of Trust or to any indebtedness secured hereby; and (v) each and
every warranty and representation of Trustor contained in any part of the Related Documents
was true, complete and correct in all material respects at the time made and remade, and does not
omit any material fact necessary to make such warranty or representation not misleading.
This Deed of Trust is given pursuant to the Note and the Related Documents.
Each and every term and provision of the Note and the Related Documents including the rights,
remedies, obligations, covenants, conditions, agreements, indemnities, representations and
warranties of Trustor, are hereby incorporated by reference herein as though set forth in full and
shall be considered a part of this Deed of Trust, and payment, fulfillment and performance
thereof is secured hereby, and, in accordance with the Note and the Related Documents, any
default under the Note and the Related Documents which continues beyond the applicable notice
and cure period under the said documents shall constitute an "Event of Default" (as hereinafter
defined) under this Deed of Trust entitling Beneficiary to all the remedies provided in this Deed
of Trust, under the Note and the Related Documents, at law and in equity.
Without limiting the generality of the foregoing, Trustor does hereby covenant
and agree to carry out, perform, fulfill and observe each and every covenant, agreement,
obligation and indemnity of Trustor set out in the Note and the Related Documents and Trustor
specifically agrees for the benefit of Beneficiary, as follows:
Maintenance. Reoair and Restoration ofImorovements. Payment of Liens. Etc.
1. Trustor shall: (a) promptly repair, restore or rebuild, or cause to be
repaired, restored or rebuilt, any buildings or improvements now or hereafter on the Premises
which may become damaged or be destroyed; (b) constantly maintain or cause to be maintained
the Premises in good condition and repair, without waste; (c) keep the Premises free from
mechanics' liens or claims for lien; (d) pay when due any indebtedness which may be secured by
a lien or charge on the Premises and comply with all requirements of all the Related Documents
evidencing or securing such indebtedness, and, upon request, exhibit satisfactory evidence of the
discharge of such prior lien or such compliance to Beneficiary; (e) comply with all requirements
of law, municipal ordinances or restrictions of record and all other applicable laws, rules,
regulations, directions, requirements, orders and notices of violation of any governmental or
quasi-governmental agency, body or office with respect to the Premises and the operation or use
thereof;'(t) initiate or acquiesce in no zoning variation or reclassification of the Premises or any
part thereof without Beneficiary's written consent; (g) pay each item of indebtedness and
perform and fulfill each of the obligations secured by this Deed of Trust when due or required
according to the terms hereof, the Note and Related Documents; (h) make no material alterations
to or demolish any portion of the Premises, except as required by law or municipal ordinance or
as contemplated by the Note; and (i) suffer or permit no change in the. general nature of the
occupancy of the Premises without Beneficiary's written consent.
4811-5817-0369.1
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Payment of Taxes
2. Trustor shall pay, before any penalty attaches, all real property taxes and
assessments, general and special, and all other taxes and assessments of any kind or nature
whatsoever, including, without limitation, nongovernmental levies or assessments such as
maintenance charges, levies or charges resulting from covenants, conditions and restrictions
affecting the Premises, which are assessed or imposed upon the Premises, or become due and
payable, and which create, may create or appear to create a lien upon the Premises, or any part
thereof, or upon any maintenance thereof, and shall pay special taxes, special assessments, water
charges, sewer service charges and other utility charges which may become a charge or lien
against the Premises when due and shall, upon written request, furnish to Beneficiary duplicate
receipts therefor or other evidence of payment acceptable to Beneficiary. To prevent default
hereunder, Trustor shall pay in full under protest, in the manner provided by statute, any tax or
assessment which Trustor may decide to contest. Trustor shall not suffer, permit or initiate the
joint assessment of any real and personal property which may constitute all or a portion of the
Premises or suffer, permit or initiate any other procedure whereby the lien of the real property
taxes and the lien of the personal property taxes shall be assessed, levied or charged to the
Premises as a single lien.
Issuance and Premium Deposits
3. ( a) Trustor shall maintain fire and extended coverage, rental
interruption, casualty, liability and other policies of insurance relating to the Premises as required
pursuant to the Note. All policies of insurance to be furnished hereunder shall be in forms and
from companies reasonably satisfactory to Beneficiary and in amounts as provided in the Note
with mortgagee clauses attached to all policies in favor of Beneficiary and in form reasonably
satisfactory to Beneficiary, and shall name Beneficiary as an additional insured, and shall include
provisions requiring that the coverage evidenced thereby shall not be terminated (including
termination for non-payment) or materially modified without thirty (30) days' prior written
notice to Beneficiary and that no act or thing done by Trustor shall invalidate the policy as
against Beneficiary. Trustor shall deliver all policies, including additional and renewal policies,
together with evidence of payment of premiums thereon, to Beneficiary, and in the case of all
insurance about to expire, shall deliver renewal policies not less than thirty (30) days prior to
their respective dates of expiration.
(b) Trustor shall not take out separate insurance concurrent in form or
contributing in the event of loss with that required to be maintained hereunder unless Beneficiary
is included thereon under a standard, non-contributory mortgagee clause acceptable to
Beneficiary. Trustor shall immediately notify Beneficiary whenever any such separate insurance
is taken out and shall promptly deliver to Beneficiary the original policy or policies of such
insurance.
(c) In the event of foreclosure of this Deed of Trust or other transfer of
title or assignment of the Premises in extinguishment, in whole or in part, of the debt secured
hereby, all right, title and interest of Trustor in and to all policies of insurance require~ by this
4811-5817-0369.1
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Section 3 and covering solely the Premises or any portion thereof shall inure to the benefit of and
pass to the successor in interest to Trustee or the purchaser or grantee of the Premises.
Adiustment of Losses with Insurer and ADDlication of Proceeds oflnsurance
4. (a) Trustor shall give prompt written notice to Beneficiary after the
happening of a casualty to or in connection with the Premises or any part thereof the cost of
which to repair, as reasonably estimated by Trustor, is $50,000 or more, whether or not covered
by insurance. In case of loss, Beneficiary shall have the right (but not the obligation) to settle
any insurance claim filed for more than $100,000; provided, however, that if there does not exist
a default UDder the Note, this Deed of Trust or any of the Related Documents, Trustor shall have
the right to participate in and jointly settle any such insurance claims with Beneficiary, provided
that Beneficiary shall have the sole right to settle any such insurance claims which are not settled
jointly by Beneficiary and Trustor on or before ninety (90) days of such loss, unless Trustor has
been UDable, despite diligent efforts on its part, to settle the claim in question within such ninety
(90) day period, in which case such ninety (90) day period shall be extended for up to an
additional sixty (60) days in order to give Trustor sufficient time to effect such settlement, on the
condition that Trustor continue diligent efforts to achieve a settlement during any such extension
period. Any claim filed for $100,000 or less shall be adjusted and settled by Trustor alone,
provided that Beneficiary shall have the right to settle any such claims that Trustor has not
settled on or before ninety (90) days after the date of such loss. Beneficiary is at all times
authorized to collect and receive any insurance money. If Beneficiary may, and elects to, apply
such proceeds in payment or reduction of the indebtedness secured hereby, whether due or not,
and if the same are insufficient to pay such amount in full, then Beneficiary may, at its option,
declare the balance due and payable UDder the Note and this Deed of Trust to be due and payable
forthwith and avail itself of any of the remedies provided for herein or in the Note in the case of
a default. If Beneficiary may not, or does not elect to, apply the insurance proceeds to the
indebtedness as set forth in the preceding sentence, such insurance proceeds shall be used to
reimburse Trustor for the cost of rebuilding or restoration of the Premises. The Premises shall be
so restored or rebuilt as to be of at least equal value and quality and substantially the same
character as the Premises were prior to such damage or destruction. If Beneficiary elects to
reimburse Trustor out of insurance proceeds, such proceeds shall be made available, from time to
time, upon Beneficiary being furnished with satisfactory evidence of the estimated cost of
completion thereof and with such architect's certificates, waivers of lien, contractors' sworn
statements and other evidence of cost and of payments as Beneficiary may require and approve.
If the estimated cost of the work exceeds $100,000, Beneficiary shall also be furnished with all
plans and specifications for such rebuilding or restoration as the Beneficiary may require and
approve.
(b) Any insurance proceeds paid to and held by Beneficiary to
reimburse Trustor for the cost of rebuilding or restoration of the Premises shall be placed by
Beneficiary in an interest bearing accoUDt selected by Beneficiary. Any interest eamed on such
insurance proceeds shall be applied and disbursed in the same manner as such insurance
proceeds and shall, for the purposes hereof, be deemed to be part of such insurance proceeds,
except that if, after the completion of any such rebuilding or restoration, there remains any
4811-5817-0369.1
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interest earned on such proceeds, same shall be disbursed to Trustor, provided that no default
exists under this Deed of Trust or any of the Related Documents.
(c) In case of loss after foreclosure proceedings have been instituted,
the proceeds of any such insurance policy or policies, if not applied as aforesaid to the rebuilding
or restoring of the buildings or improvements, shall be applied in payment or reduction of the
indebtedness secured hereby or in payment or reduction of the amount due in accordance with
any decree of foreclosure that may be entered in any such proceedings, and the balance, if any,
shall be paid to the owner of the equity of redemption if it shall then be entitled to the same or as
the court may direct. In the event of a foreclosure sale, Beneficiary is hereby authorized to
assign, without the consent of Trustor, any and all insurance policies to the purchaser at the sale,
or to take such other steps as Beneficiary may deem advisable to cause the interest of such
purchaser to be protected by any of the said insurance policies.
Tax
5. If, by the laws of the United States of America, or of any state or political
subdivision having jurisdiction over Trustor, any tax is due or becomes due in respect of the
Note or the recording of this Deed of Trust, Trustor covenants and agrees to pay such tax in the
manner required by any such law. Trustor further covenants to defend and hold harmless and
agrees to indemnify Beneficiary, its successors or assigns, against any liability incurred by
reason of the imposition of any tax in respect of the Note or the recording of this Deed of Trust.
. Effect of Changes in Laws Regarding Taxation
6. In the event of the enactment after the date of this Deed of Trust of any
law of the State of California or any political subdivision thereof deducting from the value of
land for the purpose of taxation any lien thereon, or imposing upon Beneficiary the obligation to
pay the whole or any part of the taxes or assessments or charges or liens herein required to be
paid by Trustor, or changing in any way the laws relating to the taxation of deeds of trust or
debts secured by deeds of trust or the Beneficiary's interest in the Premises, or any portion
thereof, or the manner of collection of taxes, so as to adversely affect this Deed of Trust or the
debt secured hereby, then, and in any such event, Trustor, upon demand by Beneficiary, shall pay
such taxes or assessments, or reimburse Beneficiary therefor.
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Indemnification; Subrogation; Waiver of Offset
7. (a) If Trustee or Beneficiary is made a party to any litigation
concerning the Note, this Deed of Trust or any of the Related Documents, the Premises or any
part thereof or interest therein, or the occupancy of the Premises by Trustor, then Trustor shall
indemnify, defend and hold harmless Trustee (to the extent permitted by law) and Beneficiary
from and against any and all liability by reason of said litigation, including attorneys' fees and
expenses incurred by Trustee and Beneficiary as a result of any such litigation, whether or not
any such litigation is prosecuted to judgment, or in any way arising out of such litigation,
including, without limitation, any negotiation, whether or not successful, of any proposed
settlement of any such litigation. Without limiting the generality of the immediately preceding
sentence, each of Trustee and Beneficiary may employ an attorney or attorneys to protect its
rights hereunder and Trustor shall pay all attorneys' fees and expenses incurred by Trustee and
Beneficiary .
(b) Trustor waives any and all right to claim or recover against
Trustee, Beneficiary, their respective officers, employees, agents and representatives for loss of
or damage to Trustor, the Premises, Trustor's property or the property of others under Trustor's
control from any cause insured against or required to be insured against by the provisions of this
Deed of Trust.
(c) All sums payable by Trustor pursuant to the Note, this Deed of
Trust or any of the Related Documents shall be paid without notice, demand, counterclaim,
setoff, deduction or defense and without abatement, suspension, deferment, diminution or
reduction, and the obligations and liability of Trustor hereunder shall in no way be released,
discharged or otherwise affected (except as expressly provided herein) by reason of: (I) any
damage to or destruction of or any condemnation or similar taking of the Premises or any part
thereof; (ii) any restriction or prevention of or interference by any third party with any use of the
Premises or any part thereof; (iii) any title defect or encumbrance or any eviction from the
Premises or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating
to Trustee or Beneficiary, or any action taken with respect to this Deed of Trust by any trustee or
receiver of Beneficiary, or by any court, in any such proceeding; (v) any claim which Trustor has
or might have against Trustee or Beneficiary; (vi) any default or failure on the part of Trustee or
Beneficiary to perform or comply with any of the terms hereof or of any other agreement with
Trustor; (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing;
whether or not Trustor shall have notice or knowledge or any of the foregoing. Except as
expressly provided herein, Trustor waives all rights now or hereafter conferred by statute or
otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured
hereby and payable by Trustor.
Actions Affecting the Premises
8. Trustor shall appear in and contest any action or proceeding purporting to
affect the security hereof or the rights or powers of Beneficiary or Trustee; and shall pay all costs
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and expenses, including costs of evidence of title and attorneys' fees and expenses, in any such
action or proceeding in which Beneficiary or Trustee may appear.
Actions bv Trustee or Beneficiary to Preserve Premises
9. If Trustor fails to make any payment or to do any act as in the manner
provided in the Note or any of the Related Documents, Beneficiary and/or Trustee, each in its
own discretion, without obligation so to do, without releasing Trustor from any obligation, and
without notice to or demand upon Trustor, may make or do the same in such manner and to such
extent as either may deem necessary to protect the security hereof. In connection therewith (but
without limiting their general powers, whether conferred herein, in any of the Related
Documents or by law), each of Beneficiary and Trustee shall have and are hereby given the right,
but not the obligation: (a) to enter upon and take possession of the Premises; (b) to make
additions, alterations, repairs and improvements to the Premises which they or either of them
may consider necessary or proper to keep the Premises in good condition and repair; (c) to
appear and participate in any action or proceeding affecting or which may affect the security
hereof or the rights or powers of Beneficiary and Trustee; (d) to pay, purchase, contest or
compromise any encumbrance, claim, charge, lien or debt which in the judgment of either may
affect or appears to affect the security of this Deed of Trust or be prior or superior hereto; and
(e) in exercising such powers, to pay necessary expenses, including employment of counselor
other necessary or desirable consultants. Trustor shall, immediately upon demand therefor by
Beneficiary and Trustee, or either of them, pay to Beneficiary and Trustee an amount equal to all
of their respective costs and expenses incurred in connection with the exercise by either
Beneficiary or Trustee, or both, of the foregoing rights, including, without limitation, costs of
evidence of title, court costs, appraisals, surveys and receiver's, trustee's and attorneys' fees and
expenses.
Full Performance Required: Survival of Warranties
10. All representations, warranties and covenants of Trustor contained in the
Note or made to Beneficiary in connection with the indebtedness secured hereby or contained in
the Related Documents or incorporated by reference therein, shall survive the execution and
delivery of this Deed of Trust and shall remain continuing obligations, warranties and
representations of Trustor so long as any portion of the obligations secured by this Deed of Trust
remain outstanding.
Cumulative Security
1 \. No other security now existing, or hereafter taken, to secure the
obligations secured hereby shall be impaired or affected by the execution of this Deed of Trust;
and all such security shall be taken, considered and held as cumulative. The taking of other
security, execution of partial releases of the security, or any extension of the time of payment of
the indebtedness secured hereby shall not diminish the force, effect or lien of this Deed of Trust
and shall not effect or impair the liability of any maker, surety or endorser for the payment of
said indebtedness. If Beneficiary at any time holds any other security for any of the obligations
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secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at its option,
either before, concurrently, or after a sale is made hereunder.
Appointment of Successor Trustee
12. Beneficiary may, from time to time, by a written instrument executed and
acknowledged by Beneficiary, mailed to Trustor and recorded in the county in which the
Premises is located, and by otherwise complying with the provisions of applicable law, substitute
a successor or successors to any Trustee named herein or acting hereunder; and said successor
shall, without conveyance from the predecessor Trustee, succeed to all title, estate, rights, powers
and duties of said predecessor.
Liens
13. Trustor shall pay and promptly discharge, at Trustor's cost and expense,
all liens, encumbrances and charges upon the Premises. If Trustor shall fail to remove and
discharge any such lien, encumbrance or charge, then, in addition to any other right or remedy of
Beneficiary, Beneficiary may, but shall not be obligated to, discharge the same, either by paying
the amount claimed to be due, or by procuring the discharge of such lien, encumbrance or charge
by depositing in a court a bond or the amount claimed, otherwise giving security for such claim,
or by procuring such discharge in such manner as is or may be prescribed by law. Trustor shall,
immediately upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all
costs and expenses incurred by Beneficiary of the foregoing right to discharge any such lien,
encumbrance or charge.
Trustee's Powers
14. At any time, or from time to time, without liability therefor and without
notice, upon written request of Beneficiary and presentation of this Deed of Trust and the Note
secured hereby for endorsement or the effect of this Deed of Trust upon the remainder of said
Premises, the Trustee may: (a) consent in writing to the making of any map or plat thereof,
(b) join in granting any easement thereon or (c) join in any extension agreement or any
agreement subordinating the lien or charge hereof.
Trustee Notice
15. Trustee is not obligated to notify any party hereto of any pending sale
under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or
Trustee shall be a party, unless brought by Trustee.
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Compensation and Indemnification of Trustee
16. Trustee shall be entitled to reasonable compensation for all services
rendered or expenses incurred in the administration or execution of the trust hereby created and
Trustor hereby agrees to pay the same. To the extent permitted by law, Trustee shall be
indemnified, held harmless and reimbursed by Trustor for any liability, damage or expense,
including attorneys' fees and amounts paid in settlement, which Trustee may incur or sustain in
connection with this Deed of Trust or in the doing of any act which Trustee is required or
permitted to do by the terms hereof or by law, and shall be reimbursed therefor by Trustor
promptly upon demand, unless such liability, damage or expense results from Trustee's acts
constituting gross negligence or willful misconduct on the part of Trustee.
Beneficiary's Powers
17. Without affecting the liability of any other person liable for the payment
of any obligation herein mentioned, and without affecting the lien or charge of this Deed of Trust
upon any portion of the Premises not then or theretofore released as security for the full amount
of all unpaid obligations, Beneficiary may, from time to time and without notice: (a) release any
person so liable, (b) extend the maturity or alter ahy of the terms of any such obligations, (c)
grant other indulgences, (d) take or release any other or additional security for any obligation
herein mentioned, or (e) make compositions or other arrangements with debtors in relation
thereto.
Effect of Extensions of Time and Amendments
18. If the payment of the indebtedness or the performance of any of the
obligations secured by this Deed of Trust, or any part thereof, be extended or varied, or if any
part of the security be released, all persons now or at any time hereafter liable therefor, or
interested in the Premises, shall be held to assent to such extension, variation or release, and their
liability and the lien and all provisions hereof shall continue in full force, the right of recourse, if
any, against all such persons being expressly reserved by Beneficiary notwithstanding such
extension, variation or release. Any person or entity taking a junior deed of trust or lien other
than the lien created by that certain Deed of Trust, Security Agreement, Assignment of Leases
and Rents, and Financing Statement dated December 1, 1995, executed by the Trustor ("First
Deed of Trust") upon the Premises or any interest therein, shall take said lien subject to the rights
of Beneficiary herein to amend, modify and supplement this Deed of Trust, the Note, any other
Related Documents, or any other document or instrument evidencing or securing the
indebtedness hereby secured, and to vary the rate of interest and the method of computing the
same, and to impose additional fees and other charges, and to extend the maturity of said
indebtedness, and to grant partial releases of the lien of this Deed of Trust, in each and every
case without obtaining the consent of the holder of such junior lien and without the lien of this
Deed of Trust losing its priority over the rights of any such junior lien.
Beneficiary's Performance of Default Acts; Subrogation
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19. If Trustor fails to perform any of its covenants and agreements herein or in
the Note or in any of the Related Document within the time parameters set forth in the Note or
any of the Related Documents, as the case may be, then, Beneficiary may elect, in its sole
discretion, to make any payment or perform any act herein or therein required of Trustor, in any
form and manner deemed expedient by Beneficiary, and may, but need not, make full or partial
payments of principal or interest on prior encumbrances, if any, and purchase, discharge,
compromise or settle any tax lien or other prior lien or title or claim thereof, or redeem from any
tax sale or forfeiture affecting the Premises or contest any tax or assessment. All moneys paid
for any of the purposes herein authorized and all expenses paid or incurred in connection
therewith, including, without limitation, attorney's fees and expenses, and any other moneys
advanced by Beneficiary to protect the Premises and the lien hereof, shall be so much additional
indebtedness secured hereby, and shall become immediately due and payable without notice.
Inaction of Beneficiary shall never be considered as a waiver of any right accruing to it on
account of any default on the part of Trustor. Should any amount paid out or advanced
hereunder by Trustee, be used directly or indirectly to payoff, discharge or satisfY, in whole or in
part, any lien or encumbrance upon the Premises or any part thereof on a parity with or prior or
superior to the lien hereof, then as added security hereunder, the Beneficiary shall be subrogated
to any and all rights, equal or superior titles, liens and equities, owned or claimed by any owner
or holder of said outstanding liens, charges and indebtedness, however remote, regardless of
whether said liens, charges and indebtedness are acquired by assignment or have been released
of record by the holder thereof upon payment. Beneficiary and any person designated by the
Beneficiary shall have the right, and is hereby granted the right, to enter upon the Premises for
the foregoing purposes.
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Beneficiary's Reliance on Tax Bills. Etc.
20. Beneficiary, in making any payment authorized by this Deed of Trust or
the Note: (a) relating to taxes and assessments, may do so according to any bill, statement or
estimate procured from the appropriate public office without inquiry into the accuracy of such
bill, statement or estimate or into the validity of any tax, assessment, sale forfeiture, tax lien or
title or claim thereof; or (b) for the purchase, discharge, compromise or settlement of any other
prior lien, may do so without inquiry as to the validity or amount of any claim for lien which
may be asserted.
Events of Default
21. The following events shall constitute a default hereunder:
(a) failure to pay principal and interest when due under the Note;
(b) failure to perform any of the covenants or conditions contained in
the Note or breach of any of the provisions contained therein. As long as the $3,030,000 San
Bernardino Joint Powers Financing Authority, Multifamily Housing Revenue Bonds (Glen Aire
Mobile Estates Project) Series 1995 (the "Bonds")are outstanding, failure of Trustor to pay
principal and interest when due under the Note shall not constitute a default under the Note or
this Deed of Trust unless the First Deed of Trust has been foreclosed upon and Trustor fails to
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cure or commence to cure any such default within 30 calendar days of the date of a notice of
default from Beneficiary.
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(c) any other default shall have occurred under the Note or any of the
other Related Documents and the default shall not have been cured within any applicable grace
period; or
(d) any unpermitted transfer of title as described in this Deed of Trust;
or
In the event of a default under subsections (a) or (b) of this Section 21,
Beneficiary shall be required to provide notice to Trustor, Agency Special Counsel, and the
Agency Consultant in accordance with paragraph 14 of the Note, specifying that such notice is a
"Notice of Default", stating the nature of the default and requiring the default to be remedied by
the Trustor within 30 calendar days of the date ofreceipt of the Notice of Default. Unless notice
is given as required under the Note, an event of default as described in subsections (a) and (b)
above shall not constitute a default of the Note or this Deed of Trust.
Foreclosure: Expense of Litigation: Indemnification
22. (a) Upon the occurrence of an Event of Default, the Beneficiary shall
have the right to seek its remedies hereunder as provided in the Note. Thereafter, Beneficiary
may in such order as Beneficiary, in its sole discretion and as provided in the Indenture, may
elect:
(i) either in person or by an agent, with or without bringing
any action or proceeding, or by a receiver appointed by a court, and without regard to the
adequacy of its security, enter upon and take possession of the Premises, or any part thereof, in
its own name or in the name of Trustee, and perform any acts which it deems necessary or
desirable to preserve the value, marketability or rentability of the Premises, or any part thereof or
interest therein, increase the income therefrom or protect the security hereof and, with or without
taking possession of the Premises, sue for or otherwise collect the rents, issues and profits
thereof, including those past due and unpaid, and apply the same, less costs and expenses of
operation and collection including, without limitation, attorney's fees and expenses, in payment
of any indebtedness secured hereby, all in such order as Beneficiary may determine. The
entering upon and taking possession of the Premises, the collection of such rents, issues and
profits or the application thereof as aforesaid, shall not cure or waive any default or notice of
default hereunder or invalidate any act done in response to such default or pursuant to such
notice of default and, notwithstanding the continuance in possession of all or any portion of the
Premises or the collection, receipt and application of rents, issues or profits, Trustee or
Beneficiary shall be entitled to exercise every right provided for herein or in any of the other
Related Documents or by law upon occurrence of any Event of Default, including the right to
exercise the power of sale;
(ii) commence an action to foreclose this Deed of Trust as a
mortgage, appoint a receiver, or specifically enforce any of the covenants hereof;
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(iii) exercise its rights under California Code of Civil Procedure
Sections 726.5 or 736; or
(iv) exercise all other rights and remedies provided herein, in
any other Related Documents, in any other document or agreement now or hereafter securing all
or any portion ofthe obligations secured hereby, or at law or in equity.
(b) Should Beneficiary elect to foreclose hereunder by exercise of the
power of sale herein contained, Beneficiary shall notify Trustee and shall deposit with Trustee
this Deed of Trust and the Note and such receipts and evidence of expenditures made and
secured hereby as Trustee may require.
(i) Upon receipt of such notice from Beneficiary, Trustee shall
cause to be recorded, published and delivered to Trustor a notice of default and election to sell
("Notice of Default") as is then required by law. Trustee shall, without demand on Trustor, after
lapse of such time as may then be required by law and after recordation of such Notice of Default
and after notice of sale ("Notice of Sale") shall have been given as required by law, sell the
Premises at the time and place of sale fixed by it in said Notice of Sale, either as a whole, or in
separate lots or parcels or items as Trustee shall deem expedient, 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 the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good
and sufficient deed or deeds conveying the property so sold, but without any covenant 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, without limitation, Trustor,
Trustee or Beneficiary, may purchase at such sale and Trustor hereby covenants to warrant and
defend the title of such purchaser or purchasers.
forth in Section 23 hereof.
(ii) Trustee shall apply the proceeds of sale in the priority set
(iii) Subject to the provisions of California Civil Code Section
2924g, Trustee may postpone sale of all or any portion of the Premises by public announcement
made at the time and place set forth in the Notice of Sale, and from time to time thereafter may
further postpone such sale by public announcement or subsequently given Notice of Sale, and
without further notice may make such sale at the time fixed by the last postponement, or may, in
its discretion, give a new Notice of Sale. Should Beneficiary in its discretion determine that
more than one such sale or other disposition would be advantageous, Beneficiary may, at its
option, cause the same to be conducted simultaneously, or successively on the same day, or at
such different days or times and in such order as Beneficiary may deem to be in its best interest.
(c) Concurrently herewith, Trustor has executed and delivered to
Beneficiary the UCC-l with respect to certain collateral described therein. In the event of any
inconsistency between the provisions hereof and the provisions of the UCC-l with respect to the
collateral described therein, the provisions of the UCC-l shall control. Upon the occurrence of
an Event of Default, Beneficiary may proceed in any sequence: (i) to exercise its rights
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hereunder with respect to all or any portion of the Premises and all or any portion of the
collateral; and (ii) to exercise its rights under the UCC-l with respect to all or any portion of the
collateral in accordance with the provisions of California Commercial Code (the "Code") Section
9501(4). The receipt by Beneficiary of any proceeds of the disposition of such collateral, or as a
result of the exercise of any of Beneficiary's other rights hereunder, shall not cure any Event of
Default or reinstate any obligation under any of the Related Documents for purposes of
California Civil Code Section 2924c.
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(d) Should Beneficiary elect to cause any of the Premises to be
disposed of as personal property as permitted by this Deed of Trust, it may dispose of any part
thereof in any manner now or hereafter permitted by Division 9 of the Code or in accordance
with any other remedy provided by law. Both Trustor and Beneficiary shall be eligible to
purchase any part or all of such property at any such disposition. Any such disposition may be
either public or private as Beneficiary may so elect, subject to the provisions of the Code.
Beneficiary shall give Trustor five (5) days' prior written notice of the time and place of any
public sale or other disposition of such property or of the day on or after which any private sale
or any other intended disposition is to be made, and if such notice is sent to Trustor as provided
in the Reimbursement Agreement, it shall constitute reasonable notice to Trustor.
(e) In connection with any foreclosure of the lien hereof or any action
to enforce any other remedy of Beneficiary under this Deed of Trust, the Note or any of the
Related Documents, Trustor agrees to pay all expenditures and expenses which may be paid or
incurred by or on behalf of Beneficiary, including, without limitation, attorneys' fees and
expenses, appraisers' fees, outlays for documentary and expert evidence, stenographers' charges,
publication costs, and costs (which may be estimated as to items to be expended prior to the date
of sale) of procuring all such abstracts of title, title searches and examinations, title insurance
policies, and similar data and assurances with respect to title and value as Beneficiary may deem
reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which
may be had pursuant to such decree the true condition of the title to or the value of the Premises,
and the right to such fees and expenses shall be deemed to have accrued on commencement of
such action and shall be enforceable whether or not such action is prosecuted to judgment. All
expenditures and expenses of the nature mentioned in this Section 22, and such expenses and
fees as may be incurred in the protection of the Premises and the maintenance of the lien of this
Deed of Trust, including the fees and expenses of any attorney employed by Beneficiary in any
litigation or proceeding affecting this Deed of Trust, the Note, any other Related Document or
the Premises (including, without limitation, the occupancy thereof or any construction work
performed thereon), including, without limitation, probate and bankruptcy proceedings, or in
preparations for the commencement or defense of any proceeding or threatened suit or
proceeding, whether or not an action is actually commenced, shall be immediately due and
payable by Trustor and shall be secured by this Deed of Trust.
(1) Without limiting the liability of Trustor as set forth above, Trustor
shall indemnifY Beneficiary and its officers, directors, employees, representatives and agents,
and hold them harmless from and against all claims, injury, damage, loss and liability of any and
every kind to any persons or property by reason of: (i) the operation or maintenance or the
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Premises, and (ii) any other action or inaction by, or matter which is directly or indirectly, the
responsibility of Trustor.
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(g) In the event Beneficiary wrongfully institutes a foreclosure action
upon the lien of this Deed of Trust, Trustor shall be entitled to seek relief available under the
laws of the State of California and obtain reasonable attorneys= fees and costs.
Application of Proceeds of Foreclosure Sale
23. The proceeds of any foreclosure sale of the Premises shall be distributed
and applied in the following order of priority: (1) first, to payment of all costs and expenses
incident to the foreclosure proceedings, including, without limitation, the costs, fees and
expenses of Trustee, attorneys' fees and expenses, the actual cost of publishing, recording,
mailing and posting notice and all such items as are mentioned in the preceding Section 22;
(b) second, to the cost of any search and/or other evidence of title procured in connection
therewith and the transfer tax on any deed or conveyance; (c) third, to all sums expended under
the terms hereof, not then repaid, with accrued interest at the rate provided herein; (d) fourth, to
all other sums secured hereby, in such order as provided in Article VIII of the Indenture.
Appointment of Receiver
24. Upon, or at any time after, the occurrence of an Event of Default
hereunder, Beneficiary, as a matter of right, and without notice to Trustor or anyone claiming
under Trustor, and without regard to the then value of the Premises or the adequacy of any
security for the obligations then secured hereby, shall have the right to apply to any court having
jurisdiction to appoint a receiver or receivers of the Premises, and Trustor hereby irrevocably
consents to such appointment and waives notice of any application therefor. Any time after an
Event of Default has occurred hereunder and notice thereof has been provided to Trustor
pursuant to the Note, a court of competent jurisdiction may appoint a receiver for the Premises.
Such appointment may be made either before or after sale, without notice, without regard to the
solvency or insolvency of Trustor at the time of application for such receiver and without regard
to the then value of the Premises, and Beneficiary hereunder may be appointed as such receiver.
Such receiver shall have power, until the later of (a) the expiration of the full statutory period of
redemption (whether or not the Premises are redeemed), in the case of a deficiency after a duly
conducted foreclosure sale, (b) the disbursement of all proceeds of the Premises collected by
such receiver and the payment of all expenses incurred in connection therewith and (c) the
termination of such receivership with the consent of Beneficiary or pursuant to an order of a
court of competent jurisdiction: (i) to operate the Premises and collect the rents, issues and
profits of the Premises; (ii) to extend or modify any then existing leases and agreements
regarding the Premises and to make new leases and agreements, which extensions, modifications
and new leases and agreements may provide for terms to expire, or for options to extend or
renew terms to expire, beyond the maturity date of the indebtedness secured hereunder and
beyond the date of the issuance of a deed or deeds to a purchaser or purchasers at a foreclosure
sale, it being understood and agreed that any such leases and agreements, and the options or
other such provisions to be contained therein, shall be binding upon Trustor and all persons
whose interests in the Premises are subject to the lien hereof and upon the purchaser or
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purchasers at any foreclosure sale, notwithstanding any redemption from sale, discharge of the
indebtedness secured hereby, satisfaction of any foreclosure, decree or issuance of any certificate
of sale or deed to any purchaser; and (iii) to exercise all other powers which may be necessary or
are usual in such cases for the protection, possession, control, management and operation of the
Premises during the whole of said period. The court, from time to time, may authorize the
receiver to apply the net income in his hands in payment in whole or in part of: (A) the
indebtedness secured hereby, or by any decree foreclosing this Deed of Trust, or any tax, special
assessment or other lien which may be or may become superior to the lien hereof or of such
decree, provided such application is made prior to the foreclosure sale; and (B) the deficiency in
case of a sale and deficiency.
~D
Assignment of Rents. Issues. Profits and Losses
25. (a) Trustor hereby sells, assigns and transfers absolutely unto
Beneficiary all the rents, issues, profits and avails now due and which may hereafter become due
under or by virtue of any lease, whether written or verbal, or any letting of, or of any agreement
for the use or occupancy of, the Premises or any part thereof, which may have been heretofore or
may be hereafter made or agreed to or which may be made or agreed to by Beneficiary under the
powers herein granted, it being the intention hereby to establish an absolute and present transfer
and assignment of all such rents, issues, profits, leases and agreements, and all the avails
thereunder, to Beneficiary and not merely the passing of a security interest. Trustor hereby
irrevocably appoints Beneficiary its true and lawful attorney, in its name and stead, with or
without taking possession of the Premises, personally or by receiver as provided herein (it being
understood that such power of attorney is coupled with an interest and irrevocable) at the option
of Beneficiary at any time and from time to time, to demand, receive and enforce payment, to
give receipts, releases and satisfactions, and to sue, in the name of Trustor, Trustee or
Beneficiary, for all of said avails, rents, issues and profits arising from or accruing at any time
hereafter, and all now due or that may hereafter become due, under each and every of the leases
and agreements, written or verbal, or other tenancy existing, or which may hereafter exist, on the
Premises, with the same rights and powers and subject to the same immunities, exoneration of
liability and rights of recourse and indemnity as Beneficiary would have upon taking possession
ofthe Premises hereunder.
(b) Provided that there exists no Event of Default hereunder, under the
Note or any other Related Document, Trustor shall have the right under a revocable license
granted hereby, and Beneficiary hereby grants to Trustor such a revocable license, to collect all
of the rents arising from or out of the leases or any renewals or extensions thereof, or from or out
of the Premises or any part thereof, as trustee for the benefit of Beneficiary. The license granted
hereby shall be revoked automatically (and without the necessity of taking any other
action) upon the occurrence of any such Event of Default. Beneficiary acknowledges that it has
assigned to First Trust of California National Association, as Bond Trustee under the Indenture,
certain rental payments pursuant to the Indenture and in a manner not inconsistent herewith or
with the Note or any other Related Document.
(c) Upon the occurrence of an Event of Default hereunder Beneficiary
may, at its option, exercise (or cause the Trustee to exercise) its rights hereunder. If Beneficiary
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elects to exercise its rights hereunder, Beneficiary or Trustee may, at any time and without
notice, either in person, by agent or by a receiver appointed by a court, enter upon and take
possession of all or any portion of the Premises, enforce all leases, collect all rents (including,
without limitation, those past due and unpaid) and apply the same to the costs and expenses of
operation and collection, including, without limitation, attorneys' fees and expenses, and to any
indebtedness then secured hereby, all in such order as Beneficiary may determine. In connection
with the exercise by Beneficiary of its rights hereunder, Trustor agrees that Beneficiary shall
have the right to specifically enforce such rights and to obtain the appointment of a receiver in
accordance with the provisions hereof without regard to the value of the Premises or the
adequacy of any security for the obligations then secured hereby. The collection of such rents or
the entering upon and taking possession of the Premises, or the application thereof as aforesaid,
shall not cure or waive any default or notice of default hereunder or invalidate any act done in
response to such default or pursuant to such notice of default, or be deemed or construed to make
Beneficiary a mortgagee-in-possession of the Premises or any portion thereof.
(d) Trustee represents and agrees that the amount of any rent paid shall
be consistent with the terms and conditions of the Related Documents, and that except as
authorized in the Note, no payment of the rents to accrue for any portion of said Premises will be
waived, released, reduced, discounted or otherwise discharged or compromised by Trustor. As
between Trustor and Beneficiary, Trustor waives any rights of set off against any person in
possession of any portion of the Premises. If any lease provides for the abatement of rent during
repair of the Premises demised thereunder by reason of fire or other casualty, Trustor shall
furnish to Beneficiary loss of rents insurance, the policies to be in amount and form as shall be
satisfactory to the Beneficiary and written by such insurance companies as shall be reasonably
satisfactory to the Beneficiary. Trustor agrees that it will not assign any of the rents or profits of
the Premises, except to a purchaser or grantee of the Premises.
(e) Nothing herein contained shall be construed as constituting
Beneficiary a mortgagee-in-possession in the absence of the taking of actual possession of the
Premises by Beneficiary. In the exercise of the powers herein granted Beneficiary, no liability
shall be asserted or enforced against Beneficiary, all such liability being expressly waived and
released by Trustor to the fullest extent permitted by law. Nothing contained herein, including,
without limitation, the assignment provisions set forth above, shall impose upon Beneficiary any
duty to produce any rents, issues or profits or cause Beneficiary to: (i) be responsible for
performing any of the obligations of lessor under any lease, or (ii) be responsible or liable for
any waste or for any dangerous or defective conditions of the Premises, for negligence in the
management, upkeep, repair or control of the Premises, or for any other act or omission by any
other person.
26. INTENTIONALLY OMITTED
Beneficiary's Right of Possession in Case of Default
27. (a) To the extent permitted by law, upon the occurrence of an Event of
Default under this Deed of Trust, the Note or any of the Related Documents, whether before or
after the indebtedness secured hereby is declared to be due as aforesaid, Trustor shall forthwith,
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upon demand of Beneficiary, surrender to Beneficiary and Beneficiary shall be entitled to take
actual possession of the Premises or any part thereof, personally, or by its agent or attorneys. In
such event Beneficiary in its discretion may, to the extent permitted by law, with or without force
and with or without process of law, enter upon and take and maintain possession of all or part of
said Premises, together with all documents, books, records, papers and accounts of Trustor or the
then owner of the Premises relating thereto, and may exclude Trustor, its agents or servants,
wholly therefrom and may, as attorney in fact or agent of Trustor, or in its own name as
Beneficiary and under the powers herein granted, hold, operate, manage and control the Premises
and conduct the business, if any, thereof, either personally or by its agents, and with full power
to use such measures, legal or equitable, as in its discretion or in the discretion of its successors
or assigns may be deemed proper or necessary to enforce the payment or security of the avails,
rents, issues and profits of the Premises, including actions for the recovery of rent, actions in
forcible detainer and actions in distress for rent, and with full power, in each case to the fullest
extent permitted by law; (i) to cancel or terminate any lease or sublease for any cause or on any
ground which would entitle Trustor to cancel the same; (ii) subject to the provisions of any
applicable non-disturbance or similar agreements, to elect to disaffirm any lease or sublease
which is then subordinate to the lien hereof; (iii) to extend or modify any then existing leases and
to make new leases, which extensions, modifications, and new leases may provide for terms to
expire, or for options to lessees to extend or renew terms to expire, beyond the maturity date of
the indebtedness hereunder and beyond the date of the issuance of a deed or deeds to a purchaser
or purchasers at a foreclosure sale, it being understood and agreed that any such leases, and the
options or other such provisions to be contained therein, shall be binding upon Trustor and all
persons whose interests in the Premises are subject to the lien hereof and upon the purchaser or
purchasers at any foreclosure sale, notwithstanding any redemption from sale, discharge of the
Deed of Trust indebtedness, satisfaction of any foreclosure decree or issuance of any certificate
of sale or deed to any purchaser; (iv) to enter into any management, leasing or brokerage
agreements covering the Premises; (v) to make all necessary or proper repairs, decorations,
renewals, replacements, alterations, additions, betterments and improvements to the Premises as
to it may seem judicious; (vi) to insure and reinsure the same and all risks incidental to
Beneficiary's possession, operation and management thereof; and (vii) to receive all of such
avails, rents, issues and profits; Trustor hereby granting full power and authority to exercise each
and every of the rights, privileges and powers herein granted at any and all times hereafter,
without notice to Trustor.
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(b) Beneficiary shall not be obligated to perform or discharge, nor
does it hereby undertake to perform or discharge, any obligation, duty or liability under any
lease. Trustor shall and does hereby agree to indemnify and hold Beneficiary harmless of and
from any and all liability, loss or damage which it mayor might incur by reason of its
performance of any action authorized under this Section 27 and of and from any and all claims
and demands whatsoever which may be asserted against it by reason of any alleged obligations
or undertakings on its part to perform or discharge any of the terms, covenants or agreements of
Trustor, unless such liability, loss or damage results from Beneficiary's acts constituting gross
negligence or willful misconduct on the part of Beneficiary. Should Beneficiary incur any such
liability, loss or damage by its performance or nonperformance of actions authorized by this
Section 27, or in the defense of any claims or demands, the amount thereof, including costs,
expenses and reasonable attorneys' fees and expenses, together with interest on any such amount
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shall be secured hereby, and Trustor shall reimburse Beneficiary therefor immediately upon
demand.
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(c) Notwithstanding the foregoing, Beneficiary's reservation in this
Section 27 of a right of possession of the Premises in the event of a default hereunder shall not
be deemed to impose any requirement of possession in order to perfect the assignment of rents
and leases contained herein, it being agreed and intended by Trustor that any and all assignments
of rents and leases are perfected upon the execution of this Deed of Trust without necessity of
any further action.
Application of Income Received bv Beneficiarv
28. Beneficiary, in the exercise of the rights and powers hereinabove
conferred upon it by Section 23, Section 24 and Section 25 hereof, shall have full power to use
and apply the rents, issues and profits of the Premises to the payment of or on account of the
following, in such order as Beneficiary may determine:
(a) to payment of all reasonable fees and expenses of the Beneficiary;
(b) to payment of all reasonable fees of the receiver approved by the
court;
(c) to payment of all prior or current real estate taxes and special
assessments with respect to the Premises;
(d) to payment of all premiums due for the insurance required by the
provisions of this Deed of Trust;
(e) to payment of expenses incurred for normal operation and
maintenance of the Premises in such order of priority as Beneficiary shall deem proper,
including, without limitation, the payment of management (which shall include reasonable
compensation to Beneficiary and its agent or agents, if management be delegated to an agent or
agents), brokerage (which shall include leasing commissions and other compensation and
expenses of seeking and procuring tenants and entering into leases) and attorneys' fees;
(f) if received prior to any foreclosure sale of the Premises, then to
Beneficiary for payment of the amounts and fees and expenses due to Beneficiary under the
Note.
The rights and powers of Beneficiary under this Deed of Trust and the application of the avails,
rents, issues and profits as provided above shall continue until expiration of the redemption
period from any foreclosure sale, whether or not any deficiency remains after a foreclosure sale.
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Beneficiary's Right ofInsoection
29. Beneficiary, or its agents, representatives or workers shall have the right to
inspect the Premises and access thereto shall be permitted for the purpose of inspecting the same
and for the purpose of performing any of the acts Beneficiary is authorized to perform hereunder
or by law or under any other Related Document, including, without limitation, the rights
provided in California Civil Code Section 2929.5.
Condemnation
30. (a) If any proceeding or action be commenced for the taking of the
Premises, or any part thereof or interest therein, for public or quasi-public use or otherwise, or if
the Premises are taken or damaged by reason of any public improvement, or under the power of
eminent domain or by condemnation or any transaction in lieu of condemnation, or in any other
manner (in any such case a "Condemnation"), or should Trustor receive any notice or other
information regarding such proceeding, action or Condemnation, Trustor shall give prompt
written notice thereof to Beneficiary. Beneficiary shall be entitled at its option, without regard to
the adequacy of this security, to commence, appear in and prosecute in its own name any such
action or proceeding and Beneficiary shall be entitled to make any compromise or settlement in
connection with such Condemnation; provided, however, that if there does not exist a default
under the Note, this Deed of Trust or the other Related Documents, Trustor shall have the right
to participate in and jointly settle with Beneficiary any such action or proceeding. Subject to the
First Deed of Trust, Trustor's entire interest in all compensation, awards, damages, rights to
action and proceeds awarded to Trustor by reason of any Condemnation (collectively,
"Condemnation Proceeds") are hereby assigned, transferred and set over to Beneficiary, and
Trustor agrees to execute such further assignments of such proceeds as Beneficiary or Trustor
may require.
(b) If Trustor is obligated to restore or replace the damaged or
destroyed buildings or improvements under the terms of any lease or leases which are or may be
prior to the lien of this Deed of Trust, and if such Condemnation does not result in cancellation
or termination of such lease, then, provided Trustor is not then in default under this Deed of
Trust, the Condemnation Proceeds shall be used to reimburse Trustor for the cost of rebuilding or
restoring of buildings or improvements on the Premises. In all other cases, Beneficiary shall
have the right, at its option, to apply the Condemnation Proceeds upon or in reduction of the
indebtedness secured hereby, whether due or not, and if the same are insufficient to pay such
amount in full, Beneficiary may, at its option, declare the amounts due under the Note and this
Deed of Trust to be due and payable as and when such amounts come due and avail itself of any
of the remedies provided herein or in the Note as in the case of a default. If the Condemnation
Proceeds are required to be used as aforesaid to reimburse Trustor for the cost of rebuilding or
restoring buildings or improvements on the Premises, or if Beneficiary elects that the
Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or
restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in
Section 4 hereof for the payment of insurance proceeds towards the cost of rebuilding or
restoration of such buildings and other improvements. Any surplus which may remain out of the
Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the
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option of Beneficiary, be applied on account of the indebtedness secured hereby or be paid to
any other party entitled thereto. If the Condemnation Proceeds are not sufficient to repay the
Bond in full and are not used as aforesaid to reimburse Trustor for the cost of rebuilding or
restoring buildings or improvements on the Premises, Trustor shall immediately pay any
remaining balance, together with accrued interest. Application or release of the Condemnation
Proceeds as provided herein shall not cure or waive any default or notice of default hereunder or
under any other Related Document or invalidate any act done pursuant to such notice.
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(c) Any Condemnation Proceeds paid to and held by Beneficiary to
reimburse Trustor for the cost of restoration of the Premises shall be placed by Beneficiary in an
interest bearing account selected by Beneficiary. Any interest earned on such Condemnation
Proceeds shall be applied and disbursed in the same manner as such Condemnation Proceeds and
shall, for the purposes hereof, be deemed to be part of such Condemnation Proceeds.
(d) Trustor hereby specifically, unconditionally and irrevocably
waives all rights of a property owner granted under California Code of Civil Procedure Section
1265.225(a), which provides for allocation of condemnation proceeds between a property owner
and a lienholder, and any law or successor statute of similar import.
31. INTENTIONALLY OMITTED.
Giving of Notice
32. Any notice, demand, request or other communication which any party
hereto may be required or may desire to give hereunder shall be in writing and shall be deemed
to have been properly given: (a) if hand delivered, on the day so delivered to the address set
forth below; (b) if mailed, on the third Business Day after the day on which it is deposited in the
United States mails in the continental United States, registered or certified mail, postage prepaid,
returned receipt requested, addressed as set forth below; (c) if by Federal Express or other
reputable express courier service, overnight delivery, on the next Business Day after the date
delivered to such express courier service, addressed as set forth below; or (d) if by telecopy
transmission, on the day and at the time on which delivered to such party at the address and the
telecopier number set forth below:
If to Trustor:
Redevelopment Agency of the
City of San Bernardino
201 North "E" Street, Third Floor
San Bernardino, California 9240 I
with a copy to:
Lewis Brisbois Bisgaard & Smith LLP
Special Counsel
650 E. Hospitality Lane, Suite 600
San Bernardino, California 92408
If to Trustee:
Commonwealth Land Title Company
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275 West Hospitality Lane
San Bernardino, California 92408
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If to Beneficiary:
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Attention:
or at such other address or to such other addresses as the party to be served with notice may have
furnished in writing to the party seeking or desiring to serve notice as a place for the service of
notice.
Estoppel Affidavits; Statements bv Beneficiarv
33. (a) Trustor, within fifteen (15) days after written request from
Beneficiary, shall furnish a written statement, duly acknowledged, setting forth the unpaid
principal of, and interest on, the indebtedness secured hereby and whether or not any offset or
defense exists against such indebtedness, and covering such other matters as Beneficiary may
reasonably require.
(b) Beneficiary shall furnish, upon request and subject to the
provisions hereof, any statement regarding the obligations secured hereby or regarding the
amounts held in any trust or reserve fund hereunder required by California Civil Code Section
2943. For any statement requested by Trustor regarding the obligations secured hereby, or
regarding the amounts held in any trust or reserve fund established hereunder, Beneficiary may
charge a reasonable fee, not to exceed the maximum amount permitted by law at the time of the
request therefor. Trustor hereby requests that a copy of any Notice of Default and every Notice
of Sale be mailed to it as provided by law at the address provided for in this Deed of Trust.
Binding on Successors and Assigns
34. This Deed of Trust may not be changed or terminated orally. The
covenants contained in this Deed of Trust shall run with the Premises and shall bind Trustor, the
successors and assigns of Trustor, all subsequent owners, encumbrancers, tenants and subtenants
of the Premises, and all persons claiming under or through Trustor, and shall inure to the benefit
of Beneficiary, the personal representative, successors and assigns of the Beneficiary and all
subsequent holders of this Deed of Trust.
No Third Parties Benefited
35. This Deed of Trust is made and entered into for the sole protection and
benefit of Trustee, Beneficiary and Trustor, their successors and assigns, and no other person or
persons shall have any right to action hereon.
36.
INTENTIONALLY OMITTED
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Captions
37. The cover pages and the captions and headings of various paragraphs of
this Deed of Trust are for convenience only and are not to be construed as defining or limiting, in
any way, the scope or intent of the provisions hereof.
Security Agreement and Financing Statements
38. (a) Trustor and Beneficiary agree: (i) that this Deed of Trust shall
constitute a ASecurity Agreement" within the meaning of the Code with respect to all sums on
deposit with the Trustee (the "Deposits") and with respect to any property (the "Property")
included in the definition herein of the word APremises" which may not be deemed to form a
part of the real estate described in Exhibit "A" or may not constitute a "fixture" (within the
meaning of Code Section 9313), and all replacements of such Property, substitutions for such
Property, additions to such Property, and the proceeds thereof (said Property, replacements,
substitutions, additions and the proceeds thereof being sometimes herein collectively referred to
as the "Collateral"); (ii) that a security interest in and to the Collateral and the Deposits is hereby
granted to the Beneficiary; and (iii) that the Deposits and all of Trustor's right, title and interest
therein are hereby assigned to Beneficiary, all to secure payment of the indebtedness and to
secure performance by Trustor of the terms, covenants and provisions of the Note, this Deed of
Trust and the other Related Documents.
(b) If an Event of Default occurs hereunder, Beneficiary, pursuant to
the appropriate provisions of the Code, shall have an option to proceed with respect to both the
real property and the Collateral in accordance with its rights, powers and remedies with respect
to the real property, in which event the default provisions of the Code shall not apply. The
parties agree that if Beneficiary shall elect to proceed with respect to the Collateral separately
from the real property, Beneficiary shall have all remedies available to a secured party under the
Code and five (5) days' notice of the sale of the Collateral shall be reasonable notice. The
reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by
Beneficiary shall include, but shall not be limited to, attorneys' fees and legal expenses incurred
by Trustee. Trustor agrees that, without the written consent of Beneficiary, Trustor will not
remove or permit to be removed from the Premises any of the Collateral, however, so long as
Trustor is not in default hereunder, it shall be permitted to sell or dispose of the Collateral when
obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the
Premises, but only upon replacing the same or substituting for the same other Collateral at least
equal in value and utility to the initial value and utility of the Collateral disposed of and in such a
manner that said replacement or substituted collateral shall be subject to the security interest
created hereby and that the security interest of Beneficiary shall be perfected and second in
priority, it being expressly understood and agreed that all replacements thereof, substitutions
therefor or additions thereto, unless Beneficiary otherwise consents, will be free and clear of
liens, encumbrances, title retention devices and security interests of others.
(c) Trustor and Beneficiary agree, to the extent permitted by law, that:
(i) all of the goods described within the definition of the word "Property" herein are or are to
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become fixtures on the land described in Exhibit "A", (ii) this instrument, upon recording or
registration in the real estate records of the proper office, shall constitute a "fixture filing" within
the meaning of Code Sections 9313 and 9402; and (iii) Trustor is the record owner of the site
described in Exhibit "A". The addresses of Trustor and Beneficiary are set forth in the
introductory paragraph hereof.
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(d) This Deed of Trust shall be self operative with respect to the
security interest granted in the Collateral, but Trustor agrees, upon request by Beneficiary from
time to time, to execute, acknowledge and deliver to Beneficiary, a separate security agreement,
financing statement or other similar security instruments, in a form satisfactory to Beneficiary,
covering all property of any kind whatsoever owned by Trustor, as the case may be, which in the
sole opinion of Beneficiary is essential to the operation of the Premises and which constitutes
goods within the meaning of the Code or concerning which there may be any doubt whether the
title to same has been conveyed by or security interest perfected by this Deed of Trust under the
laws of the State of California, and will further execute, acknowledge and deliver or cause to be
executed, acknowledged and delivered, any financing statement, affidavit, continuation
statement or certificate or other document as Beneficiary may request in order to perfect,
preserve, maintain, continue and extend the security interest hereunder and the priority of this
Deed of Trust and such security instrument. Trustor further agrees to pay to Beneficiary on
demand all costs and expenses incurred by Beneficiary in connection with the preparation,
execution, recording, filing and refiling of any such document. Trustor shall from time to time,
on request of Beneficiary, deliver to Beneficiary an inventory of the Collateral in reasonable
detail. To the extent permitted by the provisions of the Code, now or hereinafter in effect,
Trustor hereby authorizes Beneficiary, without the signature of Trustor, to execute and file any
of the documents described in this Section 40 if Trustee shall determine that such are necessary
and advisable in order to perfect Beneficiary's security interest in the Collateral.
39. INTENTIONALLY OMITTED
Beneficiary's Lien for Costs and Expenses
40. At all times, regardless of whether any funds have been disbursed, this
Deed of Trust secures (in addition to any funds disbursed from time to time) the payment of any
and all costs and expenses due to or incurred by Trustee or Beneficiary in connection with the
Note to be secured hereby.
Acceptance bv Trustee
41. Trustee accepts this trust when this Deed of Trust, duly executed and
acknowledged, is made a public record as provided by law.
Trust Irrevocable: No Offset
42. The trust created hereby is irrevocable by Trustor. No offset or claim that
Trustor now or may in the future have against Beneficiary shall relieve Trustor from paying
installments or performing any other obligation herein or secured hereby.
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43. Trustor, Beneficiary and Trustee agree to do, and to cause to be done, such
further acts and things and to execute and deliver, or to cause to be executed and delivered, such
additional assignments, agreements, powers and instruments, and any of them may reasonably
require or deem advisable to keep valid and effective the charges and lien hereof, to carry into
effect the purposes of this Deed of Trust or to better assure and confirm unto any of them their
rights, powers and remedies hereunder; and, upon request by Beneficiary, shall supply evidence
of fulfillment of each of the covenants herein contained concerning which a request for such
evidence has been made.
Truth-in-Lending
44, Trustor represents and agrees that the obligation secured hereby is an
exempt transaction under the Truth-in-Lending Act, 15 U.S.C. 1601, et seQ.
Environmental Reoresentations. Warranties and Covenants of Trustor
45, Trustor represents that, after due inquiry and investigation, no portion of
the Premises has ever been used by previous owners and/or operators to refine, produce, store,
handle, transfer, process or transport Hazardous Materials, including but not limited to gasoline,
petroleum and other petroleum by-products, asbestos, explosives, PCBs, radioactive materials or
any hazardous or toxic material, substance or waste which is defined by those or similar terms or
is regulated as such under any statute, law, ordinance, rule or regulation of any governmental
authority having jurisdiction over the Project or any portion thereof or its use, including, without
limitation, any material, substance or waste which is: (a) defined as a hazardous substance under
Section 311 of the Water Pollution Control Act;(33 U,S.C. 1317) as amended; (b) defined as a
hazardous waste under Section 1004 of the Resource Conservation and Recovery Act of 1976,
42 U.S.C. 6901, et seQ" as amended; (c) defined as a hazardous waste substance under Section
I 0 I of the Comprehensive Environmental Response, Compensation and Liability Act of 1986, as
amended by the Superfund Reauthorization Act of 1986, 42 U.S.C. 9601, et seQ. or any so-called
"superfund" or "superlien" law, including the judicial interpretations thereof; (d) defined as a
"pollutant" or "contaminant" under 42 U.s.C.A. 9601(33); (e) defined as "hazardous waste"
pursuant to 40 C.F.R. Part 260; (t) defined as a "hazardous chemical" under 29 C.F.R. Part 1910;
(g) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste"
under Sections 25117, 25115 or 25122.7, or listed pursuant to Section 25140 of the California
Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Act); (h) defined as
"used oil" under Section 25249.110 of the California Health and Safety Code, Division 20,
Chapter 6.5; (i) defined as a "hazardous substance" under Section 25316 of the California Health
and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance
Account Act); G) defined as a "hazardous material," "hazardous substance," or "hazardous
waste" under Section 25501 ofthe California Health and Safety Code, Division 20, Chapter 6.95
(Hazardous Materials Release Response Plans and Inventory); (i) defined as a "hazardous
substance" under Section 25281 of the California Health and Safety Code: Division 20, Chapter
6.7 (Underground Storage of Hazardous Substances Act); (I) defined as " waste" under Section
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13050 of the California Water Code; (rn) listed under Section 2549.8 of the California Health
and Safety Code, Division 20, Chapter 6.6 (Proposition 65); or (n) subject to any other law or
other past, present or future requirement of any governmental authority regulating, relating to, or
imposing obligations, liability or standards of conduct concerning, the protection of human
health, plant life, animal life, natural resources, property or the reasonable enjoyment of any
solid, liquid, gas, odor or any form of energy from whatever source ("Hazardous Materials").
Trustor has not in the past, nor shall Trustor in the future, use the Premises or allow the Premises
to be used for the purpose of refining, producing, storing, handling, transferring, processing or
transporting said Hazardous Materials.
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The Trustor hereby covenants and agrees to indemnify, defend and hold harmless
the Beneficiary from and against any and all claims, judgments, damages, penalties, fines, costs
and liabilities that arise directly or indirectly from or in connection with the presence, suspected
presence, release or suspected release of any Hazardous Materials in, or from, the Premises,
whether into the air, soil, surface water or groundwater at the Premises, or any other violations,
actual or alleged, of any of the statutes, laws, ordinances, rules or regulations of any
governmental authority, including without limitation those set forth above, or any breach of the
foregoing representations, warranties and covenants.
Governing Law
46. This Deed of Trust shall be governed by the laws of the State of
California.
THE TRUSTOR ACKNOWLEDGES RECEIPT OF A TRUE COPY OF THIS
DEED OF TRUST WITHOUT CHARGE.
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IN WITNESS WHEREOF, Trustor has executed this Deed of Trust on the day
and year first above written.
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TRUSTOR PLEASE NOTE: UPON THE OCCURRENCE OF A DEF AUL T,
CALIFORNIA PROCEDURE PERMITS TRUSTEE TO SELL THE PREMISES AT A SALE
HELD WITHOUT SUPERVISION BY ANY COURT AFTER EXPIRATION OF A PERIOD
PRESCRIBED BY LAW. UNLESS YOU PROVIDE AN ADDRESS FOR THE GIVING OF
NOTICE, YOU MAY NOT BE ENTITLED TO NOTICE OF THE COMMENCEMENT OF
ANY SALE PROCEEDINGS. BY EXECUTION OF THIS DEED OF TRUST, YOU
CONSENT TO SUCH PROCEDURE. BENEFICIARY URGES YOU TO GIVE PROMPT
NOTICE OF ANY CHANGE IN YOUR ADDRESS SO THAT YOU MAY RECEIVE ANY
NOTICE GIVEN PURSUANT TO THIS Deed ofTRUST.
THE CALIFORNIA MOBILE HOME PARK
CO TION
By:
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ORANGEWOOD
MOBILEHOME
PARK
CORPORATION
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STATE OF CALIFORNIA
COUNTYOF~
On Jl..Lnt- !1~nd , 2006, before me, LtLuni R.Cf.o.p'!!:::h NOTARY
PUBLIC, personally appeared1\?m(~ -I(QUlnan. personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) Is/are subscnbed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
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WITNESS my hand and official seal.
Signa
(Seal)
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lAURIE R. CHAPlIN
i@ Commlulon # 1511078 f
!. Notary I'I.C>lIc . CaIfomIa f
j Orange County d
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EXHIBIT "A"
DESCRIPTION OF PREMISES
The real property situated in the State of California, County of Los Angeles, and
described as follows:
[See Continuation of Exhibit "A"]
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Exhibit "A"
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THAT PORTION OF BLOCK 3 OF THE MACLAY RANCHO, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 37 PAGES 5 TO 16 INCLUSIVE OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY BOUNDARY OF THE CITY OF LOS ANGELES, DISTANT THEREON
SOUTH 660 01' 57" EAST 648.89 FEET FROM THE MOST EASTERLY CORNER OF LOT 26 OF TRACT NO. 25723 AS
PER MAP RECORDED IN BOOK 656 PAGES 91 AND 92 OF MAPS, IN SAID OFFICE OF THE COUNTY RECORDER;
SAID POINT ALSO BEING THE MOST EASTERLY CORNER OF LOT 1 OF TRACT NO. 15039, AS PER MAP
RECORDED IN BOOK 679 PAGES 63 AND 64 OF MAPS, IN THE SAID OFFICE OF THE COUNTY RECORDER;
THENCE ALONG SAID NORTHERLY BOUNDARY SOUTH 66" 01' 57" EAST 476.01 FEET TO THE CENTER LINE OF
GRIDLEY STREET, 60.00 FEET WIDE; THENCE ALONG SAID CENTER LINE SOUTH 480 25' 52" WEST 1,079.44 FEET;
THENCE LEAVING SAID CENTER LINE, NORTH 410 34' 08" WEST 30.00 FEET; THENCE ALONG THE
SOUTHEASTERLY BOUNDARY OF TRACT NO. 25835, AS PER MAP RECORDED IN BOOK 679 PAGES 61 AND 62 OF
MAPS, IN SAID OFFICE OF THE COUNTY RECORDER TO AND ALONG THE BOUNDARY LINES OF SAID ABOVE
MENTIONED TRACT NO. 15039, THE FOLLOWING COURSES
NORTH 230 52' 03" EAST 513.28 FEET; SOUTH 660 01' 57" EAST 125.00 FEET; THENCE NORTH 230 52' 03" EAST 60.00
FEET; NORTH 660 01' 57" WEST 125.00 FEET AND NORTH 230 52' 03" EAST 396.00 FEET TO THE POINT OF
BEGINNING.
EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID
REAL PROPERTY TOGETHER WITH THE RIGHT TO EXPLORE, DEVELOP, EXTRACT AND REMOVE THE SAME
THEREFROM BY SLANT DRILLING OR THE "WHIPSTOCK" METHOD OF OPERATION, WITH DERRICKS OR DRILL
RIGS LOCATED OUTSIDE OF THE BOUNDARIES OF THE LAND HEREIN DESCRIBED, PROVIDED, HOWEVER,
THAT THE FOREGOING EXCEPTION AND RESERVATION DOES NOT INCLUDE A RIGHT OF ENTRY ON THE
SURFACE OF THE LAND HEREINABOVE DESCRIBED AS RESERVED BY MOLLIN INVESTMENT COMPANY, A
CORPORATION, RECORDED FEBRUARY 18, 1953 IN BOOK 41007 PAGE 183, OFFICIAL RECORDS.
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This page is part of your document - DO NOT DISCARD
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06 1392564
RECORDED/FILED IN OFFICIAL RECORDS
RECORDER'S OFFICE
LOS ANGELES COUNTY
CALIFORNIA
06/26/06 AT 08:00am
TITLE(S) :
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D.T.T.
FEE
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CODE
20
CODE
19
CODE
9
Assessor's Identification Number (AIN)
To be completed by Examiner OR Title Company in black ink.
Number of AIN's Shown
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THIS FORM IS NOT TO BE DUPLICATED
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Orange Coast Title Company
RECORDING REQUESTED BY
AND WHEN RECORDED
RETURN TO:
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
C/O LEWIS BRISBOIS BISGAARD & SMITH LLP
650 EAST HOSPITALITY LANE, SUITE 600
SAN BERNARDINO CA 92408
A TTN: ALEXIS CRUMP
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06 13~ 25$41
(Space Above for Recorder's Use)
REGULATORY AGREEMENT AND RESTRICTIVE COVENANTS
ThIs document filed for record
by Orange Coast Tltla Company
aa an accommodation only. It
haS not been ..amlnad 81 to Its
execution or aa to Its eff~llt
upon the title.
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REGULATORY AGREEMENT AND RESTRICTIVE COVENANTS
by and among
THE CALFORNIA MOBILE HOME PARK CORPORATION
and ORANGEWOOD MOBILEHOME PARK CORPORATION,
each a Non-Profit Public Benefit Corporation
and
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
Relating to:
That Certain 2006 Promissory Note Secured By Deed Of Trust
In the Amount of $395,730
Dated as of June 1,2006
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Section
SUBORDINATE TAX REGULATORY AGREEMENT
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Table of Contents
Page
PARTIES .........................................................................................................................................1
PREAMBLES ..................................................................................................................................1
I.
2.
3.
4.
5.
6.
7.
8.
9.
10.
II.
12.
13.
14.
15.
16.
17.
General........................................... .................................... ................... ................... 2
Term of Restrictions ... .................................... ............... ..........................................2
Proj ect Restrictions.................................................................................................. 4
Occupancy Restrictions ...... ... .............................................................................. .... 5
Rental Restrictions................................................................................................... 9
Compliance with Act, Code and Rules.................................................................... 9
Transfer Restrictions................................................................................................ 9
Enforcement........................................................................................................... 10
Indemnification...................................................................................................... 11
Agent of the Agency ..............................................................................................11
Interpretation.......................................................................................................... 11
Amendment............................................................................................................11
Severability............................................................................................................ 12
Notices................................................................................................................... 12
Governing Law .................................. ....................................................................13
Attorneys' Fees ......................................................................................................13
Regulatory Agreement Binding .............................................................................13
TESTIMONIUM SIGNATURES
EXHIBIT A The Land
EXHIBIT B Certification of Tenant Eligibility
EXHIBIT C Certificate of Continuing Program Compliance
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REGULATORY AGREEMENT AND RESTRICTIVE COVENANTS
THIS REGULATORY AGREEMENT AND RESTRICTIVE COVENANTS (the
"Regulatory Agreement") dated as of June I, 2006, by and between the SAN BERNARDINO
REDEVELOPMENT AGENCY, a public body corporate and politic, and its successors and assigns
(herein called the "Agency") and THE CALIFORNIA MOBILE HOME PARK CORPORATION
and THE ORANGEWOOD MOBILEHOME PARK CORPORATION, each a California Non-Profit
Public Benefit Corporation (collectively the "Company")
WITNESSETH:
WHEREAS, the Agency loaned The California Mobile Home Park Corporation
$550,000 in 2001 (the "$550,000 Loan") pursuant to a Loan Agreement dated February 8, 2001, to
assist with upgrades and repairs to both the Tropicana Mobilehome Park Project ('Tropicana
Project") and the Orangewood Mobilehome Park Project ("Orangewood Project"); and
WHEREAS, the Company desires to sell the Tropicana Project free and clear of all
liens and encumbrances; and
WHEREAS, the Corporation has provided documentation to show that $154,270 of
the $550,000 Loan proceeds was applied to upgrades and repairs to the Tropicana Project and the
remainder of$395,730 was applied to the Orangewood Project; and
WHEREAS, the Company has agreed to pay $154,270 of the $550,000 Loan
(representing the amount thereof expended on the Tropicana Project) and has requested that the
Agency agree to transfer the remaining balance of $395,730 to the Orangewood Project; and
WHEREAS, the Agency has duly considered the terms of such transactions as
contemplated herein and finds that approval of said transactions at this time is in the best interests of
the Agency.
NOW, THEREFORE, in consideration of the mutual premises and covenants hereinafter set
forth, and of other valuable consideration, the Company, the Trustee and the Agency agree, as
follows:
I. General. This Regulatory Agreement secures that certain Note dated as of June
1,2006 by the Company to the Agency in the amount of$395,730.
2. Term of Restrictions.
(a) Occupancv Restrictions: The term of the Occupancy Restrictions set forth in Section
4 of this Regulatory Agreement ("Occupancy Restrictions") shall commence on the date of this
Regulatory Agreement and shall end on June I, 2013.
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(b) Rental Restrictions: The term of the Rental Restrictions set forth in Section 5 of this
Regulatory Agreement ("Rental Restrictions") shall commence on the date of this Regulatory
Agreement and shall end on June 1,2013.
(d) Termination of Regulatorv Agreement: This Regulatory Agreement shall terminate
upon the termination of the Occupancy Restrictions and the Rental Restrictions as provided in
paragraphs (a) and (b) hereof.
3. Proiect Restrictions. The Company represents, warrants and covenants that:
(a) The Project was constructed for the purpose of providing multifamily residential
rental property, specifically mobilehome parks, and will constitute a qualified residential rental
project, as such phrase is used in Section 142(a)(7) of the Code.
(b) Each component of the Project consists of a building or structure or several proximate
buildings or structures which are located on a single tract ofland or contiguous tracts ofland which
may include facilities functionally related and subordinate thereto.
(c) In the event a unit within a building or structure is occupied by the Company, the
building or structure must include no fewer than four units not occupied by the Company.
(d) All of the units in the Project contain complete living, sleeping, eating, cooking, and
sanitation facilities for a single person or a family.
(e) None of the units in the Project will at any time be utilized on a transient basis, or
used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, hospital,
sanitarium or rest home.
(f) All of the units in the Project will be leased, rented, or available for lease or rental on
a continuous basis to members of the general public (other than units for a resident manager or
maintenance personnel or units for individuals or families oflow or moderate income as provided for
in Section 4(a) hereof).
(g) The Company shall not restrict Qualifying Tenants (as hereinafter defined) from the
enjoyment of unrestricted access to all common facilities and common areas of the Project.
(h) The Company shall not discriminate on the basis of race, creed, color, sex, or national
origin in the lease, use or occupancy of the Project or in connection with the employment or
application for employment of persons for the operation and management of the Project.
(i) All tenant lists, applications, and waiting lists relating to the Project shall at all times
be kept separate and identifiable from any other business of the Company which is unrelated to the
Project. Such documents shall be maintained in the State in a reasonable condition for proper audit
and subject to examination during business hours by representatives of the Agency.
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G) All tenant leases (including existing renewals ofleases) shall be expressly subordinate
to any deed of trust, and all leases (including existing renewals ofleases) of units to Qualifying
Tenants shall contain clauses, among others, wherein each individual lessee:
(I) certifies the accuracy of the statements made in its application and
Certification of Tenant Eligibility;
(2) agrees that the family income, family composition and other eligibility
requirements at the time the lease is executed shall be deemed substantial and material obligations of
his tenancy; that he will comply promptly with all requests for income, family composition and other
information relevant to determining low or moderate income status from the Company or the
Agency; and that his failure or refusal to comply with a request for information with respect thereto
shall be deemed a violation of a substantial obligation of his tenancy; and
(k) If the Project includes a rental or management office, such office shall be used
exclusively for the rental or management of the Project.
4. Occupancy Restrictions. The Company represents, warrants and covenants that:
(a) At least twenty percent (20%) of the units in the Project shall be occupied (or treated
as occupied as provided herein) or held vacant and available for occupancy by Qualifying Tenants
and such units will be of comparable quality and will be a range of sizes and number of bedrooms
comparable to those units which are available to other tenants. Qualifying Tenants shall mean those
persons and families who shall be determined from time to time by the Company to be eligible as
Aindividuals whose income is fifty percent (50%) or less of area median gross income@ within the
meaning of Section l42(d)(2)(B) of the Code in a manner consistent with the method of
determination of lower income families that is, as of the date hereof, in effect under the Section 8
Program .
Occupants of a unit are considered individuals or families of Alow or moderate income@ only
if their combined adjusted income (computed in the manner prescribed in Section 1. 1 67(k)-3(b )(3) of
the Income Tax Regulations as in effect on the date hereof and treating all occupants as a single
family) does not exceed fifty percent (50%) of the median gross income for the area with adjustments
for smaller and larger families as set forth in Exhibit B hereto. For purposes of this definition, the
occupants of a residential unit shall not be deemed to be Qualifying Tenants if all the occupants of
such residential unit at any time are Astudents@,asdefinedin Section l5l(c)(4) of the Code, no one
of whom is entitled to file a joint return under Section 6013 of the Code. The determination of
whether an individual or family is of low or moderate income shall be made at the time the tenancy
commences and on an ongoing basis thereafter, determined at least annually. Any unit occupied by
an individual or family who is a Qualifying Tenant at the commencement of occupancy shall not
continue to be treated as if occupied by a Qualifying Tenant during their tenancy in such unit if such
individual or family subsequently ceases to be oflow or moderate income unless such individual's or
family's income does not exceed 140% of the maximum income qualifying as low or moderate
income for a family of its size.
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In the event that a unit does cease to be treated as occupied by a QualifYing Tenant for such
reason, and thereupon less than twenty percent (20%) of the completed units in the Project would not
be occupied by, or held vacant and available for occupancy by, QualifYing Tenants, the next vacant
unit of comparable or smaller size not previously occupied by a QualifYing Tenant must be rented to
a QualifYing Tenant or held vacant and available for occupancy by a QualifYing Tenant. Any
completed unit vacated by a QualifYing Tenant which results in the Project not being in compliance
with the provisions of this Section must be rented (on other than a temporary basis) to a QualifYing
Tenant before any other units in the Project are rented to tenants who are not QualifYing Tenants
until the Project is again in compliance.
(b) As a condition to initial and continuing occupancy, each person who is intended to be
a QualifYing Tenant shall be required annually to sign and deliver to the Company a Certification of
Tenant Eligibility substantially in the form attached hereto as Exhibit B, or in such other form as may
be approved by Counsel to the Agency (the "Eligibility Certification"). In said Eligibility
Certification the prospective QualifYing Tenant certifies that he or his family qualifies as being of
low or moderate income. In addition, such person shall be required to provide whatever other
information, documents or certifications are deemed necessary by the Agency to substantiate the
Eligibility Certification, on an ongoing annual basis, and to verifY that such tenant continues to be a
QualifYing Tenant within the meaning of Section 4(a) hereof.
(c) The form oflease to be utilized by the Company in renting any units in the Project to
any person who is intended to be a QualifYing Tenant shall provide for termination of the lease and
consent by such person to immediate eviction in accordance with applicable law for failure to qualifY
as a QualifYing Tenant as a result of any material misrepresentation made by such person with
respect to the Eligibility Certification.
(d) Eligibility Certifications will be maintained on file by the Company with respect to
each QualifYing Tenant who resides in a Project unit or resided therein during the immediately
preceding calendar year, and the Company will, promptly upon receipt, file a copy thereof with the
Agency.
(e) On the first day of the Qualified Project Period (which date shall be the date of this
Regulatory Agreement) and on or before the first day of each January, April, July and October
thereafter, commencing October, 2006, the Company will submit to the Agency a certificate,
substantially in the form of Exhibit C attached hereto, executed by the Company stating the
percentage of units of the Project which were occupied by QualifYing Tenants at all times during the
preceding three months and identifYing QualifYing Tenants who commenced or terminated
occupancy of the Project during such three months (provided that if such percentage exceeds the
percentage required by this agreement to be held for occupancy by Qualifying Tenants, the Company
may certifY as to that percentage of units).
(t) The Company covenants and agrees that during the term of this Regulatory
Agreement, it will prepare and submit to the Agency on or before July I of each year, commencing
July 1,2007, a report certified to be accurate by the Company (a) identifYing the tenancies and the
dates of occupancy (or vacancy) for all dwelling units in the Project including the percentage of the
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dwelling units of the Project which were occupied by Qualified Tenants (or held vacant and available
for occupancy by Qualified Tenants) at all times during the year preceding the date of such certificate
(b) describing all transfers or other changes in ownership of the Project or any interest therein and (c)
stating, that to the best knowledge of the person executing such certificate after due inquiry, all units
were rented or available for rental on a continuous basis during such year to members of the general
public and that the Company was not otherwise in default under this Regulatory Agreement during
such year (provided that as to clauses (a) and (b), the Company may provide information as to only
the percentage of units required by this Regulatory Agreement to be held for occupancy by
Qualifying Tenants.
(g) On July I, 2007 and each July I thereafter, the Company shall certify to the United
States Treasury Department that the Project and the tenants thereof comply with the restrictions set
forth in Sections 3 and 4(a) hereof.
(h) (RESERVED)
(i) The Company will immediately notify the Agency at any time the dwelling units in
the Project are not occupied or available for occupancy as provided above.
0) The Company will obtain and maintain on file with respect to each Qualifying Tenant
residing in the Project, evidence reasonably satisfactory to the Agency as to such Qualifying Tenant's
income for the taxable year immediately preceding such Qualifying Tenant's initial occupancy in the
Project, which may include OMB Form No. 2502-0204, ACertification and Re-Certification of
Tenant Eligibility@.
(k) The Company will comply with the rental restrictions contained in Health & Safety
Code Section 34377.2(B)(ii) with respect to restrictions on mobilehomes.
5. Rental Restrictions.
(a) The Company represents, covenants and warrants that once available for occupancy,
each unit in the Project will be rented or available for rental to members of the general public on a
continuous basis until the termination of such requirements, as provided in Section 2( c) hereof.
(b) The rental restrictions imposed by this Section and the occupancy restrictions of
Section 4(a) hereof may be enforced by the Agency by an action for specific performance.
6. Omitted
7. Transfer Restrictions. The Company covenants and agrees that the Company will
cause or require as a condition precedent to any conveyance, transfer, assignment or any other
disposition of the Project prior to the termination of the Rental Restrictions and Occupancy
Restrictions provided herein (the "Transfer") that the transferee of the Project pursuant to the
Transfer assume in writing pursuant to an assumption agreement (the "Tax Regulatory Assumption
Agreement"), in a form acceptable to the Agency all duties and obligations of the Company under
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this Regulatory Agreement, including this Section 7, and such transferee shall be a corporation \
organized under Section 501(c)(3) ofthe Code. Any transfers of this Agreement shall require the
prior written consent of the Agency.
8. Enforcement.
(a) The Company shall permit any duly authorized representative of the Agency,
including the Trustee, to inspect any books and records of the Company regarding the Project and
with respect to the incomes of Qualifying Tenants which pertain to compliance with the provisions
of this Regulatory Agreement, the Law and Section 142( d) or any successor provision of the Code.
(b) The Company shall submit any information, documents or certificates requested by
the Agency or the Trustee which either of them deem reasonably necessary to substantiate the
Company's continuing compliance with the provisions of this Regulatory Agreement, the Law and
Section 142(d) or any successor provision of the Code.
(c) The Company covenants and agrees to give written notice to the Agency of any
violation of the Company's obligations hereunder within five (5) days after first discovering any such
violation. If any such violation is not corrected to the satisfaction of the Agency within the period of
time specified by the Agency, which shall be at least thirty (30) days after the date any notice to the
Company is mailed, without further notice, the Agency shall declare a default under this Regulatory
Agreement effective on the date of such declaration of default. Upon such default the Company
hereby agrees to pay the Agency an amount equal to any rents or other amounts received by the
Company for any units in the Project which were in violation of this Regulatory Agreement during
the period such violation continued. The Agency shall apply to any court, state or federal, for
specific performance of this Regulatory Agreement or an injunction against any violation of this
Regulatory Agreement, or any other remedies at law or in equity or any such other actions as shall be
necessary or desirable so as to correct non-compliance with this Regulatory Agreement.
9. Indemnification. The Company hereby agrees to indemnify, defend and hold
harmless, the Agency and Trustee from and against all liabilities, losses, damages, costs, expenses
(including attorneys' fees and expenses), causes of action, suits, allegations, claims, demands and
judgments of any nature arising from the consequences of a legal or administrative proceeding or
action brought against them, or any of them, on account of any failure by the Company to comply
with the terms of this Regulatory Agreement, or on account of any representation or warranty
contained herein being untrue.
10. Agent of the Agencv. The Agency shall have the right to appoint an agent to carry out
any of its duties and obligations hereunder, and shall inform the Company of any such agency
appointment by written notice.
II. Interpretation. Any terms not defined in this Regulatory Agreement shall have the
same meaning as terms defined in the Indenture or in the Law or in Section I 42(d) of the Code and
Treasury Regulations applicable thereto.
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12. Amendment. It is agreed that the parties hereto shall promptly amend this Regulatory
Agreement (in a form suitable for recording) upon written agreement signed by each party.
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13. Severability. The invalidity of any clause, part or provision of this Regulatory
Agreement shall not affect the validity of the remaining portions thereof.
14. Notices. All notice to be given pursuant to this Regulatory Agreement shall be in
writing and shall be deemed given when mailed by certified or registered mail, return receipt
requested, to the parties hereto at the addresses set forth below, or to such other place as a party may
from time to time designate in writing. A duplicate copy of each notice, certificate or other
communication given hereunder by the Agency or the Company shall also be given to the Trustee at
the address set forth below. The Agency, the Company and the Trustee may, by notice given
hereunder, designate any further or different addresses to which subsequent notices, certificates or
other communications shall be sent. The initial addresses for notices and other communications are,
as follows:
To the Agency:
Redevelopment Agency of the San Bernardino
201 North E Street, 3'd Floor
San Bernardino, California 92408
To the Company:
The California Mobile Home Park Corporation
1551 North Tustin Avenue, Suite 550
Santa Ana, California 92705
15. Governing Law. This Regulatory Agreement shall be governed by the laws of the
State of California and, where applicable, the laws of the United States of America.
16. Attornevs' Fees. In case any action at law or in equity, including an action for
declaratory relief, is brought against the Company to enforce the provisions of this Regulatory
Agreement, the Company agrees to pay reasonable attorneys' fees and other reasonable expenses
incurred by the Agency or the Trustee in connection with such action.
17. Regulatory Agreement Binding. This Regulatory Agreement and the covenants
contained herein shall run with the land upon which the Project is located (the "Land"), as described
in Exhibit A attached hereto and incorporated herein by reference, and shall bind the Company, its
heirs, legal representatives, executors, administrators, successors in office or interest, and assigns,
and all subsequent owners of the Project or any interest therein. The benefits herein shall inure to the
Agency and its successors and assigns and the Trustee and its successors and assigns, for the term of
this Regulatory Agreement as provided in Section 2( d).
18. HOD and FHA Requirements. This Regulatory Agreement is expressly subordinate
to the terms of that certain Regulatory Agreement For Multifamily Housing Projects dated as of
February 1,2003, made by and between the Orangewood Mobilehome Park Corporation and the
Secretary of Housing and Urban Development recorded in the records of the County of San
Bernardino against the Property secured hereby, in connection with the FHA financing (the "FHA
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Regulatory Agreement"). As long as the FHA Regulatory Agreement and the Financing Documents
(as defined in the Indenture of Trust dated as of February 1, 2003 ( the "Indenture") made in
connection with the issuance of the Housing Authority Of The County Of San Bernardino
Multifamily Mortgage Revenue Bonds (GNMA Collateralized - Santiago Orangewood Mobilehome
Park Project) Series 2003A ("Senior Bonds") are in effect, any remedies hereunder in the event of
default in the terms of this Regulatory Agreement shall only be enforced with the prior written
consent ofthe Lender and HUD (as those terms are defined in the Indenture for the Senior Bonds).
As long as the Indenture for the Senior Bonds is in effect, in the event of foreclosure or transfer of
title by deed in lieu of foreclosure, this Regulatory Agreement and the restrictions hereunder will
automatically terminate, as more fully set forth in the provisions of Section 2( c) hereof. (All terms
used in this Section 18 and not otherwise defined shall have the meanings given in the Indenture.)
Notwithstanding any thing in this Agreement to the contrary.
(a) The provisions of this Regulatory Agreement are subject and subordinate to the
National Housing Act, all applicable HUD insurance (and Section S of the U.S. Housing Act of
1937, if applicable) regulations and related administrative requirements and the FHA Loan
Documents and in the event of any conflict between the provisions of this Agreement and the
provisions of the National Housing Act, any applicable HUD (and Section 6 of the U.S. Housing Act
of 1937, if applicable) regulations and related Housing Act, HUD (and Section 8 of the U.S. Housing
Act of 1937, if applicable) regulations and related administrative requirements and FHA Loan
Documents shall be controlling in all respects.
(b) This Regulatory Agreement shall not be construed to restrict or adversely affect the
duties and obligations of the Lender under the contract of mortgage insurance between the Lender
and HUD with respect to the Mortgage Loan.
(c) Any project funds held by the Lender for or on behalf of the Company in connection
with the Mortgage Loan under the contract of mortgage insurance between the lender and HUD shall
be maintained separate and apart from the funds established and held by the Trustee for the benefit of
the owners of the bonds and the various escrows and funds, if any, under the Indenture.
(d) Neither the Agency, northe Trustee, nor any of the owners of the Bonds has or shall be
entitled to assert any claim against the Mortgage, any reserve or deposit required by HUD in
connection with the Mortgage Loan, or the rents or income of the Project other than available
"Surplus Cash" (as such term is defined in the FHA Regulatory Agreement). The preceding sentence
shall not be deemed to restrict the rights of the Agency, the Trustee or the Lender or any of the
owners of the Bonds to proceed under any separate agreement against any party other than the
Borrower who has guaranteed the performance of the Borrower=s obligations under this Regulatory
Agreement.
(e) The monetary obligations of the Borrower, if any, contained in this Regulatory
Agreement shall be limited obligations, payable solely from the income and assets of the Project, and
neither the Borrower nor any successor assignee thereof, nor any partner or employee of the
Borrower, nor any successor or assignee thereof, shall have any personal liability for the satisfaction
4834-3082-9313.1
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of any obligations of the Borrower or any claim arising out of this Regulatory Agreement; and
neither the Agency nor the Trustee shall be entitled to assert any claim against the Mortgage, any
reserve or deposit required by HUD in connections with the Mortgage Loan, or the rents or income
of the Project other than available "Surplus Cash" (as such term is defined in the FHA Regulatory
Agreement).
(t) Any default by the Borrower under this Regulatory Agreement shall not constitute a
default under the FHA Loan Documents.
(g) The Borrower shall not be in violation of this Regulatory Agreement ifit shall take (or
refrain from taking) any actions prohibited (or required) by HUD pursuant to the National Housing
Act, applicable HUD (and Section 8 of the U.S. Housing Act of 1937, if applicable) insurance
regulations and related administrative requirements and the FHA Loan Documents.
(h) This Regulatory Agreement and the restrictions hereunder are subject and subordinate
to the lien and security interest granted by the Mortgage. In the event of foreclosure or transfer of
title by deed in lieu of foreclosure, this Regulatory Agreement and the restrictions hereunder shall
automatically and immediately terminate and shall thereafter be of no further force and effect.
(i) This Regulatory Agreement may not be amended without the prior written approval of
HUD.
G) The provisions of this Regulatory Agreement shall inure to the benefit of HUD, its
successor and assigns.
(k) In the event that any covenant or provision contained in this Regulatory Agreement is
more stringent or burdensome than the minimum requirements, as in effect on the date hereof,
imposed for the financing of multifamily residential rental housing developments with bonds which
are tax-exempt pursuant to the Internal Revenue Code (and implementing regulations), any such
covenant or provision herein which is more stringent or burdensome shall automatically become and
be deemed null and shall be reduced to and be replaced by the comparable minimum requirement
provided for in the Internal Revenue Code (and implementing regulations) in effect on the date of
execution of this Agreement, as it the same were fully set forth at length herein.
(I) In consideration of HUD' s agreeing to insure the Mortgage Loan, and in reliance by
HUD upon the premises of the Borrower, the Lender and the Agency to comply herewith, HUD has
reserved the right to require the Agency to remove or void any restrictions that exceed the
requirements of the Internal Revenue Code upon a determination by HUD that the restriction(s) is
threatening the financial viability of the project (i.e., impairing the Borrower's ability to sustain a
level of income sufficient to meet all financial obligations of the Project, including debt service
costs, HUD-required escrows, and project operating expenses). In the absence of the Agency=s
compliance with a HUD request to take appropriate action to unilaterally remove or void the
restriction(s), such Agency expressly recognizes the power ofHUD to take the appropriate action to
unilaterally remove or void the restrictions( s) and that HUD shall not have to look any further than
the legal instrument containing the restriction( s) for the power to remove or void it.
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In the event of any conflict between the provisions of this Section 18 and the provisions
contained in any other Section of this Agreement, the provisions of this Section 18 shall govern and
be controlling in all respects.
19. Counterparts. This Regulatory Agreement may be signed in counterparts, each of
which shall constitute an original and all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Regulatory Agreement to be
signed by their respective duly authorized representatives, as of the day and year first written above.
REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO, as cy
By: ~ <-----./
APPROVED AS TO FORM:
BY:~~
Agency Coun el
THE CALIFORNIA MOBILEHOME PARK
CORPORATION, as Company
By:
Its President
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IN WITNESS WHEREOF, the parties have caused this Regulatory Agreement to be
signed by their respective duly authorized representatives, as of the day and year first written above.
REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO, as Agency
By:
Its Executive Director
A TrEST:
By:
Its Secretary
THE CALIFORNIA MOBILE HOME PARK
CO RATION, as
By:
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4834-3082-9313.1
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STATE OF CALIFORNIA )
COUNTY OF~tJ &n.tJAeC>lOO )
On to ~d-I-d()Dl" before me, L1~A.6Mtez1 ~ ~e insert name and title of the
officer), personally appeared 1U1IIG.&16 "PIAI'.J..IF;u> . , personally known to me ~r Jlfeved
tg 1118 6ft the Basis of satisfaet61') <:.ddGIi6e) to be the person(~ whose nam~dYaFe subscribed to
the within instrument and acknowledged to me that he@!9'they executed the same in lH@/tIieir
authorized capacity(~, and that by hts@'tlM:irsignature{Hon the instrument the person~ or the
entity upon behalf of which the person(a1 acted, executed the instrument.
(Seal)
@_.USAA'GOMEZ
~. Commission # 1383245
Z . · Notary Public - California j[
M Son Bernardino County :>:
y Comm. Expires Nov 4.2006
4834-3082-9313.1
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STATE OF CALIFORNIA
COUNTY OF o~e
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on.::Lne. ~,dtf::i.o before m~~ ~~~ (here insert name and title of the
officer), personally appeared . ~ (. - , personally known to me (or proved
to me on the basis of satisfactory evidence) to e the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
(Seal)
Signa
J~ - - - - - -
lAURfER._- -
i@ Commlulon#151l078 f
! Nokuy PublIc . CaIItomIo f
j Orange CounIv -
- _ _ ~:~.:.~Sep2.20081
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4834-3082.9313.\
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EXHIBIT A
THE LAND
[See Attached]
4834-3082-9313.1
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Exhibit "A"
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THAT PORTION OF BLOCK 3 OF THE MACLAY RANCHO, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 37 PAGES 5 TO 16 INCLUSIVE OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY BOUNDARY OF THE CITY OF LOS ANGELES, DISTANT THEREON
SOUTH 660 07' 57" EAST 648.89 FEET FROM THE MOST EASTERLY CORNER OF LOT 26 OF TRACT NO. 25723 AS
PER MAP RECORDED IN BOOK 656 PAGES 91 AND 92 OF MAPS, IN SAID OFFICE OF THE COUNTY RECORDER;
SAID POINT ALSO BEING THE MOST EASTERLY CORNER OF LOT 1 OF TRACT NO. 15039, AS PER MAP
RECORDED IN BOOK 679 PAGES 63 AND 64 OF MAPS, IN THE SAID OFFICE OF THE COUNTY RECORDER;
THENCE ALONG SAID NORTHERLY BOUNDARY SOUTH 660 07' 57" EAST 476.01 FEET TO THE CENTER LINE OF
GRIDLEY STREET, 60.00 FEET WIDE; THENCE ALONG SAID CENTER LINE SOUTH 480 25' 52" WEST 1,079.44 FEET;
THENCE LEAVING SAID CENTER LINE, NORTH 410 34' 08" WEST 30.00 FEET; THENCE ALONG THE
SOUTHEASTERLY BOUNDARY OF TRACT NO. 25835, AS PER MAP RECORDED IN BOOK 679 PAGES 61 AND 62 OF
MAPS, IN SAID OFFICE OF THE COUNTY RECORDER TO AND ALONG THE BOUNDARY LINES OF SAID ABOVE
MENTIONED TRACT NO. 15039, THE FOLLOWING COURSES
NORTH 230 52' 03" EAST 513.28 FEET; SOUTH 660 07' 57" EAST 125.00 FEET; THENCE NORTH 230 52' 03" EAST 60.00
FEET; NORTH 660 07' 57" WEST 125.00 FEET AND NORTH 230 52' 03" EAST 396.00 FEET TO THE POINT OF
BEGINNING.
EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID
REAL PROPERTY TOGETHER WITH THE RIGHT TO EXPLORE, DEVELOP, EXTRACT AND REMOVE THE SAME
THEREFROM BY SLANT DRILLING OR THE "WHIPSTOCK" METHOD OF OPERATION, WITH DERRICKS OR DRILL
RIGS LOCATED OUTSIDE OF THE BOUNDARIES OF THE LAND HEREIN DESCRIBED, PROVIDED, HOWEVER,
THAT THE FOREGOING EXCEPTION AND RESERVATION DOES NOT INCLUDE A RIGHT OF ENTRY ON THE
SURFACE OF THE LAND HEREINABOVE DESCRIBED AS RESERVED BY MOLLIN INVESTMENT COMPANY, A
CORPORATION, RECORDED FEBRUARY 18, 1953 IN BOOK 41007 PAGE 183, OFFICIAL RECORDS.
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EXHIBIT B
FORM OF CERTIFICATION OF TENANT ELIGIBII1TY
RENTAL UNIT:
Street Address:
Unit No.:
City:
Zip Code:
I/We, the undersigned, being first duly sworn, state that I/we have read and answered fully
and truthfully each of the following questions for all persons who are to occupy the unit in the above
apartment development for which application is made, all of whom are listed below:
1. 2. 3. 4. 5.
Name of Relation-ship
Members of to Head of Social
the Household Security Place of
. Household Age Number Emplovment
Date of Occupancy of Rental Unit by Tenant:
Date of Lease Signed for RentaI Unit by Tenant:
Certification Date (Earlier of Date of Occupancy or Date Lease signed):
6. Anticipated Annual Income. The anticipated total annual income from all sources of each
person listed in 1 for the twelve month period beginning on the Certification Date listed above,
including income described in (a) below, but excluding all income described in (b) below, is
$ .
<:-:)
......
(a) The amount set forth above includes all of the following income (unless such income
is described in (b) below;
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(i) all wages and salaries, overtime pay, commissions, fees, tips and bonuses
before payroll deductions;
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(ii) net income from the operation of a business or profession or from the rental of
real or personal property (without deducting expenditures for business expansion or
amortization of capital indebtedness or any allowance for depreciation of capital assets);
(iii) interest and dividends (including income from assets as set forth in item 7(b)
below);
(iv) the full amount of periodic payments received from social security, annuities,
insurance policies, retirement funds, pensions, disability or death benefits and other similar
types of periodic receipts;
(v) payments in lieu of earnings, such as unemployment and disability
compensation, workmen's compensation and severance pay;
(vi) the maximum amount of public assistance available to the above persons;
(vii) periodic and determinable allowances, such as alimony and child support
payments and regular contributions and gifts received from persons not residing in the
dwelling;
(viii) all regular pay, special pay and allowances of a member of the Armed Forces
(whether or not living in the dwelling) who is the head of the household or spouse; and
(ix) any earned income tax credit to the extent it exceeds income tax liability.
(b) The following income is excluded from the amount set forth above:
(i) casual, sporadic or irregular gifts;
(ii) amounts that are specifically for or in reimbursement of medical expenses;
(iii) lump sum additions to family assets, such as inheritances, insurance payments
(including payments under health and accident insurance and workmen's compensation),
capital gains and settlement for personal or property losses;
(iv) amounts of educational scholarships paid directly to student or educational
institution, and amounts paid by the govemment to a veteran for use in meeting the costs of
tuition, fees, books and equipment, but in either case only to the extent used for such
purposes;
(v) hazardous duty pay to a member of the household in the armed forces who is
away from home and exposed to hostile fire;
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(vi) relocation payments under Title II of the Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970;
(vii) income from employment of children (including foster children) under the age
of 18 years,
(viii) foster child care payments; (ix) the value of coupon allotments under the Food
Stamp Act of 1977;
(ix) and payments to volunteers under the Domestic Volunteer Service Act of
1973.
(x) payments received under the Alaska Native Claims Settlement Act;
(xi) income derived from certain submarginal land of the United States that is held
in trust for certain Indian tribes;
(xii) payments on allowances made under the Department of Health and Human
Services' Low-Income Home Energy Assistance Program; and
(xiii) payments received from the Job Partnership Training Act.
.
7. Net Family Assets. Ifany of the persons described in item 1 above (or any person whose
income or contributions were included in item 6) has any savings, stocks, Notes, equity in real
property or other form of capital investment (excluding interests in Indian trust lands), provide:
(a) the total value of all such assets owned by all such persons: $
and
(b) the amount of income expected to be derived from such assets in the 12-month period
commencing this date: $
8. Students
(a) Will all of the persons listed in item 1 above be or have they been full-time students
during five calendar months of this calendar year at an educational institution (other than a
correspondence school) with regular faculty and students?
Yes
No
(b) (Complete only if the answer to Question 8(a) is A Yes@). Is any such person (other
r..' than nonresident aliens) married and eligible to file a joint federal income tax return?
en
.
Yes
No
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. The above information is full, true and complete to the best of my knowledge. I have no objections
to inquiries being made for the purpose of verifYing the statements made herein.
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I acknowledge that all of the above information is relevant to the status under federal
income tax law of the interest on Bonds issued to finance construction of the Project for which
application is being made. I consent to the disclosure of such information to the Agency of such
Bonds, the owners of such Bonds, any trustee or agent acting on their behalf and any authorized
agent of the Treasury Department or Internal Revenue Service.
Date
Signature
STATE OF CALIFORNIA
COUNTY OF
)
)
On before me, (here
insert name and title of the officer), personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name( s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in hislher/their authorized capacity(ies), and that by hislher/their signature( s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
Signature
(Seal)
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FOR COMPLETION BY PROJECT OWNER ONLY:
(
t",
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A. Calculation of eligible income:
(I) Enter amount entered for entire household in 6 above: $
(2) If the amount entered in 7(a) above is greater than $5,000, enter
(i) the product of the amount entered in 7(a) above multiplied by the
current passbook savings rate as determined by HUD:
$
(ii) the amount entered in 7(b) above:
$
(iii) enter the greater ofline (i) or line (ii):
$
(3) TOTAL ELIGIBLE INCOME (Line A(l) plus line A(2)(iii):
$
B. Enter number of family members listed in item I above:
C. The amount entered in A(3) (Total Eligible Income) is:
$
Less than $ of median income for the area in which the
Development is located, which is the maximum income at which a household
may be determined to be a Qualifying Tenant as that term is defined in the
Declaration (AQualifying Tenant@).
More than the above-mentioned amount.
D. Number of apartment unit assigned:
E. Monthly rent: $
F. This apartment unit (was/was not) last occupied for a period of 31 consecutive days
by a person or persons whose adjusted income, as certified in the above manner, was equal to or less
than the amount at which a person would have qualified as a Qualifying Tenant under the terms of
the Regulatory Agreement.
G. Applicant:
Qualifies as a Qualifying Tenant.
Does not qualify as a Qualifying Tenant.
4834-3082-9313,1
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EXHIBIT C
g({J
CERTIFICATE OF
CONTINUING PROGRAM COMPLIANCE
Date:
,20_,
The following information with respect to the Orangewood MobiIehome Park (the
"Project"), is being provided by The California Mobile Home Park Corporation (the "Company") to
the Housing Authority ofthe County of San Bernardino (the "Agency"), pursuant to that certain Tax
Regulatory Agreement dated as of June 1,2006 (the "Regulatory Agreement") with respect to the
Project:
(A) The total number of residential units which are completed and available for
occupancy IS , The total number of such units occupied is
(B) The following residential units (identified by unit number) have been designated for
occupancy by "Qualified Tenants," as such term is defined in the Regulatory Agreement (for a total
of ):
(C) The following residential units which are included in (B) above, have been re-
designated as units for Qualified Tenants since ,20_, the date on which the
last "Certificate of Continuing Program Compliance" was filed with the Agency by the Company:
Unit
Number
Previous Designation
of Unit (ifanv)
Replacing
Unit Number
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(D) The following residential units are considered to be occupied by Qualified Tenants
based on the information set forth below:
<'I
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Number of
Unit Date
Name of
Tenant
Persons Residing
In the Unit
Total Adjusted
Gross Income
Initial
Occupancv
.
(E) The Company has obtained a "Certification of Tenant Eligibility", in the form
provided as Exhibit "B" to the Regulatory Agreement, from each Tenant named in (D) above, and
each such Certification is being maintained by the Company in its records with respect to the Project.
Attached hereto is the most recent "Certification ofTenant Eligibility" for each Tenant named in (0)
above who signed such a Certification since , 20_, the date on which the last
"Certificate of Continuing Program Compliance" was filed with the Trustee by the Company.
(F) In renting the residential units in the Project, the Company has not given preference to
any particular group or class of persons (except for persons who qualify as Qualified Tenants); and
none of the units listed in (D) above have been rented for occupancy entirely by students, no one of
which is entitled to file a joint return for federal income tax purposes. All of the residential units in
the Project have been rented pursuant to a written lease, and the term of each lease is at least
months.
(G) The information provided in this "Certificate of Continuing Program Compliance" is
accurate and complete, and no matters have come to the attention of the Company which would
indicate that any of the information provided herein, or in any "Certification of Ten ant Eligibility"
,~;, obtained from the Tenants named herein, is inaccurate or incomplete in any respect.
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IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of the
Company, on ,20_
THE CALIFORNIA MOBILE HOME PARK
CORPORATION
By
Its -:PRE ~I C> B "-'1""
4834-3082-9313.14834-3082-9313.1
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ORANGE COAST TIlLE COMPANY
WHEN RECORDED MAIL TO:
Redevelopment Agency of the
City of San Bernardino
C/o Lewis Bisbois Bisgaard & Smith LLP
650 E. Hospitality Lane, Suite 600
San Bernardino, CA 92408
Attn: Alexis Crump
75?:J~9',o~
Electronically Recorded In OffIcial Records, County of San Bernardino
LARRY WALKER
Auditor/Controller. Recorder
800 Orange Coast Title Company
Doc #: 2006.0433196
1111111111111111111111
Titles: 2
Fee,
Taxes
011,.,
PAlO
Substitution of Trustee an Full Reconveyance
.
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01:14PM
LMJ
Pages: 4
25.00
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25.00
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ORANGE COAST TITLE COMPANY
WHEN RECORDED MAIL TO:
Redevelopment Agency of the
City of San Bernardino
C/o Lewis Bisbois Bisgaard & Smith LLP
650 E. Hospitality Lane, Suite 600
San Bernardino, CA 92408
Attn: Alexis Crump
753C,91,O:j
Substitution of Trustee an Full Reconveyance
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SUBSTITUTION OF TRUSTEE AND FULL RECONVEYANCE
(TROPICANA MOBILEHOME PARK)
WHEREAS, the San Bernardino Mobilehome Park Corporation, now The California
Mobile Home Park Corporation was the original Trustor, and the original Trustees are as stated
below, and the Redevelopment Agency of the City of San Bernardino ("Beneficiary") was the
original Beneficiary under the following Deeds of Trust and Collateral Assignment of Leases
and Rents:
I. Second Deed of Trust, Assignment of Leases and Rents, Fixture Filing and
Security Agreement in the amount of $2,000,000 dated as of September 12, 2002,
with Orange Coast Title Insurance Company as Trustee and recorded as
instrument number 2002-0480069 in the official records of San Bernardino
County on September 13, 2002 (the "2002 Deed of Trust");
2. Subordinate Deed of Trust and Assignment of Rents in the amount of $550,000
dated as of February 8, 2001, with First American Title Insurance Company, a
California corporation as Trustee and recorded as instrument number
20010069873 in the official records of San Bernardino County on February 27,
2001 (the "2001 Deed ofTrust");
3.
Deed of Trust, Security Agreement, Assignment of Leases and Rents and
Financing Statement in the amount of $518,775 dated as of September I, 1997,
with Commonwealth Land Title Company as Trustee and recorded as instrument
number 19970358487 in the official records of San Bernardino County on
September 30, 1997 and re-recorded on November 5, 1997, as document number
19970408442 to increase the amount to $554,327.00 (the "1997 Deed of Trust");
and
4. Collateral Assignment of Leases and Rents dated February 8, 2001, by the San
Bernardino Mobilehome Park Corporation in favor of Redevelopment Agency of
the City of San Bernardino recorded as instrument number 20010069874 in the
official records of San Bernardino County on February 27, 2001; and
5. Collateral Assignment of Leases and Rents dated February 8, 2001, by the San
Bernardino Mobilehome Park Corporation in favor of Redevelopment Agency of
the City of San Bernardino recorded as instrument number 2002-0 II 0998 in the
official records of San Bernardino County on March 6, 2002; and
WHEREAS, the undersigned as present Beneficiary under said 2002 Deed of Trust, 200 I
Deed of Trust and 1997 Deed of Trust desires to substitute a new Trustee thereunder as the
indebtedness secured by said 2002 Deed of Trust, 200 I Deed of Trust and 1997 Deed of Trust
has been fully satisfied; and
4830-6166-5025.1
. WHEREAS, the Beneficiary caused the recording of the Regulatory Agreement and
Covenants made by The California Mobile Home Park Corporation as successor to the San
Bernardino Mobilehome Park Corporation dated February 8, 2001 and recorded February 27,
2001 in the official records of San Bernardino County as instrument number 2001-0069875 and
the terms and conditions of said agreement have been satisfied; and
WHEREAS, the Redevelopment Agency of the City of San Bernardino caused the
recording of the Affordability Covenants and Restrictions dated June 7, 1995 and recorded on
November 15, 1995 in the official records of San Bernardino County as instrument number
19950395263 and the terms and conditions of said covenants have been satisfied; and
WHEREAS, Redevelopment Agency of the City of San Bernardino recorded a Financing
Statement on April 22, 1998 as instrument number 19980151206 in the official records of San
Bernardino County and the terms and conditions of said Financing Statement have been satisfied.
NOW THEREFORE, the Beneficiary hereby does the following:
1. Substitutes itself under said 2002 Deed of Trust, 2001 Deed of Trust and 1997
Deed of Trust and Beneficiary hereby grants and reconveys, without warranty, to the parties
designated by the terms of said 2002 Deed of Trust, 200 I Deed of Trust and 1997 Deed of Trust,
all the estate now held by Beneficiary under the same.
. 2. Confirms that the terms and conditions of the Regulatory Agreement and
Covenants have been satisfied and said Regulatory Agreement and Covenants should therefore
be removed as a lien.
3. Confirms that the terms and conditions of the Affordability Covenants and
Restrictions have been satisfied and said Affordability Covenants and Restrictions should
therefore be removed as a lien.
4. Confirms that the terms and conditions of the Financing Statement have been
satisfied and said Financing Statement should therefore be removed as a lien.
5. Confirms that the terms and conditions of items I through 5 listed above, have
been satisfied and should therefore be removed as a lien.
Jtme 18, 2006
Redevelopment Agency of the City of San Bernardino
ortf ~
Maggie Pacheco, Executive Director
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STATE OF CALIFORNIA )
COUNTY OF~tU 26atJI4fZj)jI\JCJ )
On & - Z-l- 2bOv before me, \.J. SI4 A. GaMe-Z ~ (here insert name
and title of the officer), personally appeared ~A U ,
personally known to me {af IlIOv"d tv lll" vn II." ba.;. v[ .!lt13flletsr.:: e"ili8f18e) to be the
person(sf'whose name(~~ subscribed to the within instrument and acknowledged to me that
he@th@yexecuted the same in ~theirauthorized capacity~ and that by ~their-
signature(M-on the instrument the person~ or the entity upon behalf of which the person~
acted, executed the instrument.
(Seal)
~-------~'----~
fit LISA A. GOMEZ
_ . Commission # 1383245
i' Notary Public - Caiifornia ~
San 8ernardino County -
My Comm. Expwes Nov 4. 2CXl6
4830-6166-5025.1