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HomeMy WebLinkAbout2008 CON (DEED) Casa Familiar - Deed of TrustRecording Requested By: FIRST AMERICAN TITLE National Commercial Services NO CHARGE ON THIS DOCUMENT PER CALIFORNIA GOVERNMENT CODE SECTION 6103 Recording Requested By And When Recorded Mail To: Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4397 II DOG# ono-0463oa9 III11HIHIIIIIII II�����IIIIIIIIII1 �111 IIIIIIIIII�I��IIII AUG 28, 2008 4:27 PM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE GREGORYJ. fiG,11TR. COON y RECORDER FEES: OJIU [)A: 1 PAGES: 13 1111101110 IIIII IIIII IIIII IIIII IIIII IIIII 1101 IIIII Hill Hill IIIII IIIII IIII IIII Nc : - 3533Y4 DEED OF TRUST THIS DEED OF TRUST is made as of this 25t1i day of August, 2008, by Casa Familiar, Inc., a California nonprofit public benefit corporation ("Trustor"), whose address is 119 West Hall Street, San Ysidro, California 92037, Attention: Andrea Skorepa, and First American Title Company ("Trustee") and the Community Development Commission of the City of National City (`Beneficiary'), whose address is 1243 National City Boulevard, National City, California, 91950- 4397. TRUSTOR HEREBY irrevocably grants, transfers, and assigns to Trustee, in trust, with power of sale, all that property in the City of National City, County of San Diego, State of California, described as: (See Legal Description - Exhibit "A") FOR THE PURPOSE OF SECURING: (1) Payment of the indebtedness evidenced by a Promissory Note of even date herewith executed by Trustor, in the principal sum of One Million Five Hundred Ninety -Seven Thousand Five Hundred Thirty -Four and No/100 Dollars ($1,597,534.00), and any renewal, extension, or modification of the promissory note (the "Note"); (2) Any additional sums and interest that may hereafter be loaned to the then record owner of the Property by Beneficiary, when evidenced by another note or notes reciting that it or they are so secured; (3) The performance of each agreement contained in this Deed of Trust; (4) The performance of each agreement of Trustor under that certain Bridge Loan Agreement ("Loan Agreement") of even date herewith, by and between Trustor and Beneficiary on file in the Office of Beneficiary; and F:ACLIENTS\National City\1 101 ()Street (Casa Familiar)AFinal\Deed of 71rust.doc (5) The performance of each agreement and covenant of Trustor under that certain Declaration of Covenants, Conditions and Restrictions ("Restrictions") of even date herewith and recorded concurrently herewith affecting the Property. A. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: Maintenance and Repair (1) To keep the Property in good condition and repair; not to remove or demolish any buildings on the Property; to complete or restore promptly and in good and workmanlike manner any building that may be constructed, damaged, or destroyed on the Property; to pay when due all claims for labor performed and materials furnished for the Property: to comply with all laws affecting the Property or requiring any alterations or improvements to be made on the Property; not to commit or permit waste of the Property; not to commit, suffer, or permit any act upon the Property in violation ()flaw; and to cultivate, irrigate, fertilize, fumigate, prune, and do all other acts that from the character or use of the Property may be reasonably necessary. Fire Insurance (2) To provide, maintain, and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary as its interest may appear. Subject to the rights of any senior lenders, the amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured by this Deed of Trust and in any order determined by Beneficiary, or at the option of Beneficiary the entire amount so collected or any part of that amount may be released to Trustor. This application or release shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such a notice. Notwithstanding the foregoing, in the event of any fire or other casualty to the Property, Trustor shall have the right to rebuild the Property, and to use all available insurance proceeds therefor, provided that (a) such proceeds are sufficient to rebuild the Property in a manner that provides adequate security to Beneficiary for repayment of the indebtedness secured hereby or if such proceeds are insufficient then Trustor shall have funded any deficiency, (b) Beneficiary shall have the right to approve (which shall not be unreasonably withheld or delayed) plans and specifications for any major rebuilding and the right to approve (which shall not be unreasonably withheld or delayed) disbursements of insurance proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists hereunder or under the Note. If the casualty affects only part of the Property and total rebuilding is not feasible, then proceeds may be used for partial rebuilding and partial repayment of the indebtedness secured hereby in a manner that provides adequate security to Beneficiary for repayment of the remaining indebtedness secured hereby. Defense of Security (3) To appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary, or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or F:ACLIENTS\National City 1 I01 D Street !Casa Familiar)AFinal\Deed of @st.doc proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust. Payment of Liens and Taxes (4) To pay, at least ten (10) days before delinquency, all taxes and assessments affecting the Property, including assessments on appurtenant water stock, all encumbrances, charges, and liens, with interest, on the Property or any part of the Property, which appear to be prior or superior to this Deed of Trust; and all costs, fees, and expenses of this Trust. If Trustor fails to make any payment or to do any act as provided in this Deed of Trust, then Beneficiary or Trustee may (but is not obligated to) make the payment or do the act in the required manner and to the extent deemed necessary by Beneficiary or Trustee to protect the security of this Deed of Trust. The performance by Beneficiary or Trustcc of such an act shall not require notice to or demand upon Trustor and shall not release Trustor from any obligation under this Deed of Trust. Beneficiary or Trustee shall also have the following related rights and powers: to enter upon the Property for the foregoing purposes; to appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary or Trustee; to pay, purchase, contest, or compromise any encumbrance, charge, or lien that in the judgment of either appears to be prior or superior to this Deed of Trust; to employ counsel; and to pay necessary expenses and costs, including reasonable attorneys' fees. Reimbursement of Costs (5) To pay immediately and without demand all sums expended by Beneficiary or Trustee pursuant to this Deed of Trust, with interest from date of expenditure at the amount allowed by law in effect at the date of this Deed of Trust, and to pay any amount demanded by Beneficiary (up to the maximum allowed by law at the time of the demand) for any statement regarding the obligation secured by this Deed of Trust. (6) That it will pay the Note at the time and in the manner provided therein. (7) That it will not permit or suffer the use of any of the Property for any purpose other than the use for which the same was intended at the time this Deed of Trust was executed. (8) That the Note, the Loan Agreement, and the Restrictions are incorporated herein by reference and made a part of this Deed of Trust, although not attached. Copies are on file in the office of the Beneficiary. (9) To perform, in a timely manner, each agreement and covenant by and between Trustor on any and all notes, loans and deeds of trust that are senior and/or junior to this Deed of Trust. A default in any of these obligations and the expiration of any applicable notice or cure period shall constitute a default under this Deed of Trust. E:ACLIENTS\National City \1101 D Street (Casa Familiar)AFinal 'Deed of'rust.doc B. THE PARTIES AGREE THAT: Condemnation Award (10) Any award of damages in connection with any taking or condemnation, or for injury to the Property by reason of public use, or for damages for private trespass or injury to the Property, is hereby assigned and shall be paid to Beneficiary (subject to the rights of any senior lenders), as its interest may appear as further security for all obligations secured by this Deed of Trust. Upon receipt of such proceeds, Beneficiary may hold the proceeds as further security, or apply or release them in the same manner and with the same effect as provided in Section 2 of this Deed of Trust for the disposition of proceeds of fire or other insurance. Waiver of Late Payments (11) By accepting payment of any sum secured by this Deed of Trust after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare default for failure to pay any indebtedness secured by this Deed of Trust. Trustee's Powers (12) Upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, Trustee may (a) reconvey all or any part of the Property; (b) consent to the making and recording, or either, of any map or plat of all or any part of the Property; (c) join in granting any easement on the Property: or (d) join in or consent to any extension agreement or any agreement subordinating the lien, encumbrance, or charge of this Deed of Trust. Trustee need not provide Trustor with notice before taking any of the foregoing actions, and shall not he liable for the proper performance of the act. The exercise by Trustee of any of the foregoing powers shall not affect the personal liability of any person for payment of the indebtedness secured by this Deed of Trust, or the lien of this Deed of Trust on the remaining property as security for the repayment of the full amount secured by this Deed of Trust. Full Reconveyance (13) Upon written request of Beneficiary stating that all sums secured by this Deed of Trust have been paid, surrender of this Deed of Trust, the Note, and any other notes secured by this Deed of Trust to Trustee for cancellation and retention, and payment of Trustee's fees and charges. Trustee shall reconvey, without warranty, the Property then subject to this Deed of Trust. The recitals in the reconveyance shall be conclusive proof of the truthfulness of the recitals. The grantee in the recon- veyance may be described as "the person or persons legally entitled thereto." Five years after issuance of the full reconveyance, Trustee may destroy the Note and this Deed of Trust, unless directed in the request to retain them. E:ACLIENTS\National City \1101 D Street (Casa Eamiliar)U'ina1Deed of Trust.doc Assignment of Rents (14) As additional security, Trustor hereby gives to and confers upon Beneficiary the right, power, and authority during the continuance of these Trusts, to collect the rents, issues, and profits of the Property, but reserves the right, prior to any default, which shall continue beyond any applicable notice and cure periods, to collect and retain these rents, issues, and profits as they become due and payable. Upon any such default, Beneficiary may, without notice and without regard to the adequacy of the security for the indebtedness secured by this Deed of Trust, either personally or by agent or court -appointed receiver, do the following: enter upon and take possession of the Property or any part of the Property; sue for or otherwise collect all rents, issues, and profits, including those past due and unpaid; and apply these rents, issues, and profits, less costs and expenses of operation and collection (including reasonable attorneys' fees), upon any indebtedness secured by this Deed of Trust, in any order determined by Beneficiary. The exercise of the foregoing rights by Beneficiary shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such a notice. Default in Foreclosure (15) Upon default by Trustor in the payment of any indebtedness secured by this Deed of Trust or in the performance of any material obligation under this Deed of Trust, and the expiration of any and all applicable notice or cure periods, Beneficiary may declare all sums secured by this Deed of Trust immediately due and payable by delivering to Trustee a written declaration of default and demand for sale and a written notice of default and election to sell the Property. Trustee shall cause the notice of default and election to sell to be recorded. Beneficiary also shall dcposit with Trustee this Deed of Trust, the Note, and all documents evidencing any additional expenditures secured by this Deed of Trust. After the required time period has lapsed following the recordation of the notice of default, and after notice of sale has been given as required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place specified in the notice of sale, either as a whole or in separate parcels, and in any order determined by Trustee, at public auction to the highest bidder for cash in lawful money of the United States, payable at the time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser at the auction its deed conveying the Property sold, but without any covenant or warranty, express or implied. The recital in the deed of any matter or fact shall be conclusive proof of the truthfulness of the recital. Any person, including Trustor, Trustee, or Beneficiary, may purchase at the sale. After deducting all costs, fees, and expenses of Trustee and Beneficiary under this paragraph, including costs of procuring evidence of title incurred in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms of this Deed of Trust, not then repaid, with accrued interest at the amount allowed by law in effect at the date of this Deed of Trust; all other sums then secured by this Deed of Trust; and the remainder, if any, to the person or persons legally entitled to the remaining proceeds. E `,CLIENTS\National City 1 IOI D Street (Casa Familiar)\Einal\Deed of rust.doc (16) Should the undersigned agree to or actually sell, convey, transfer, or dispose of, or further encumber the real property described in this deed of trust securing the Promissory Note, or any part of it. or any interest in it, without first obtaining the written consent of the Holder of the Note, then all obligations secured by the Note and trust deed may be declared due and payable, at the option of the Holder. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. General Provisions (17) This Deed applies to, inures to the benefit of, and binds all parties to this Deed of Trust and their heirs, legatees, devisees, administrators, executors. successors, and assigns. The tern "Beneficiary" shall mean the holder and owner, including pledgee, of the Note secured by this Deed of Trust, whether or not named as a beneficiary in this Deed of Trust, and the heirs, legatees, devisees, administrators, executors, and assigns of any such person. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. Acceptance by Trustee (18) Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party to this Deed of Trust of 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. Substitution of Trustees (19) Beneficiary, or any successor in ownership of any indebtedness secured by this Deed of Trust, may from time to time, by written instrument, substitute a successor or successors to any Trustee named in or acting under this Deed of Trust. The substitution instrument shall contain the name of the original Trustor, Trustee, and Beneficiary under this Deed of Trust, the book and page where this Deed is recorded, and the name and address of the new Trustee. When executed by Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, the substitution instrument shall be conclusive proof of proper substitution of the successor Trustee or Trustees. Any successor Trustee or Trustees shall, without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers, and duties. Cumulative Powers and Remedies (20) The powers and remedies conferred in this Deed of Trust are concurrent and cumulative to all other rights and remedies provided in this Deed of Trust or given by law. These powers and remedies may be exercised singly. successively, or together, and as often as deemed necessary. E:yCLIENI S\National City \t 101 D Street (Casa Familiar)AFinar.Deed of l'i•ust.doc Conclusiveness of Recitals (21) The recitals contained in any reconveyance, trustee's deed, or any other instrument executed by Trustee from time to time under the authority of this Deed of Trust or in the exercise of its powers or the performance of its duties under this Deed of Trust, shall be conclusive evidence of their truth, whether stated as specific and particular facts, or in general statements or conclusions. Further, the recitals shall be binding and conclusive upon Trustor, its heirs, executors, administrators, successors, and assigns, and all other persons. Attorneys' Fees (22) If any action is brought for the foreclosure of this Dccd of Trust or for the enforcement of any provision of this Deed of Trust (whether or not suit is filed), Trustor agrees to pay all costs and expenses of Beneficiary and Trustee, including reasonable attorneys' fees; and these sums shall be secured by this Deed of Trust. Co -trustees (23) If two or more persons are designated as Trustee in this Decd of Trust, any, or all, power granted in this Deed of Trust to Trustee maybe exercised by any of those persons, if the other person or persons are unable, for any reason, to act. Any recital of this inability in any instrument executed by any of those persons shall be conclusive against Trustor and Trustor's heirs and assigns. Request for Notices of Default and Sale (24) In accordance with Section 2924b of the California Civil Code, request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under any Deeds of Trust executed by Trustor, and recorded in the Official Records of San Diego County, California, in which Beneficiary, is named as beneficiary, be mailed to: National City CDC 1243 National City Boulevard National City, CA 91950-4397 Attention: Executive Director NOTICE: A copy of any notice of default and of any notice of sale will be sent only to the address contained in this recorded request. If your address changes, a new request must be recorded. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale under this Deed of Trust be mailed to Trustor at the address of Trustor set forth above. (25) Trustor shall permit Beneficiary and its agents or representatives, to inspect the Property at any and all reasonable times, upon prior written notice (unless Trustor is in default under any of the Loan E: CLIENTSWational City`.1101 D Street (Casa Familiar)AFinalVDeed of 7vstdoc Documents). Inspections shall be conducted so as not to interfere with the tenants' use and enjoyment of the Property and the general operation of the Property. (26) The Property shall be subject to the restrictions set forth in the Loan Agreement and Restrictions and Trustor hereby consents to such restrictions and agrees to be bound thereby. Such restrictions shall be in addition to and not in limitation of the rights of Beneficiary expressly set forth in this Deed of Trust. (27) For purposes of this Deed of Trust, "Hazardous Materials" mean and include any hazardous, toxic or dangerous waste, substance or material including, without limitation, flammable explosives, radioactive materials, asbestos, hazardous wastes, toxic substances and any materials or substances defined as hazardous materials, hazardous substances or toxic substances in (or for purposes ot) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended (42 U.S.C. §9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901, et seq.), and those substances defined as hazardous wastes in §25117 of the California Health and Safety Code or as hazardous substances in §25316 of the California Health and Safety Code or in any regulations promulgated under either such law, any so-called "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect. (28) In addition to the general and specific representations, covenants and warranties set forth in the Deed of Trust or otherwise, Trustor represents, covenants and warrants, with respect to Hazardous Materials, as follows: (a) Neither Trustor nor, to the best knowledge of Trustor, any other person, has ever caused or permitted any Hazardous Materials to be manufactured, placed, held, located or disposed of on, under or at the Property or any part thereof, and neither the Property nor any part thereof, or any property adjacent thereto, has ever been used (whether by Trustor or, to the best knowledge of Trustor, by any other person) as a manufacturing site, dump site or storage site (whether permanent or temporary) for any Hazardous Materials. "Hazardous Materials" for purposes of this Paragraph 28(a) shall not include substances typically used in the ordinary course of developing, operating and maintaining apartment complexes, provided that such substances are used in accordance with all applicable laws. (b) Trustor hereby agrees to indemnify Beneficiary, its officers, employees, contractors and agents, and hold Beneficiary, its officers, employees, contractors and agents harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Beneficiary, its officers, employees, contractors or agents for, with respect to, or as a direct or indirect result of, the presence or use, generation, storage, release, threatened release or disposal of Hazardous Materials on or under the Property or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials from the Property (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under CERCLA, any so-called E:ACLIENTS\National City Vl 101 D Street (Casa Familiar..FinalVDeed of'liust.doc "Superfund" or "Superlien" law, or any other federal, state or local statute, law. ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials) regardless of whether or not caused by or within the control of Trustor. The foregoing indemnification shall not apply to any liability resulting from (i) an event that occurs after a transfer of the Property due to any foreclosure sale (judicial or nonjudicial) or a deed in lieu of foreclosure, or (ii) acts or omissions of Beneficiary or its agents. (c) Trustor has not received any notice of (i) the happening of any event involving the use, spillage, discharge, or cleanup of any Hazardous Materials ("Hazardous Discharge") affecting Trustor or the Property or (ii) any complaint, order, citation or notice with regard to air emissions. water discharges, noise emissions or any other environmental, health or safety matter affecting Trustor or the Property ("Environmental Complaint") from any person or entity, including, without limitation, the United States Environmental Protection Agency ("EPA"). If Trustor receives any such notice after the date hereof, then Trustor will give, within seven (7) business days thereafter, oral and written notice of same to Beneficiary. (d) Without limitation of Beneficiary's rights under this Deed of Trust, Beneficiary shall have the right, but not the obligation, to enter onto the Property or to take such other actions as it deems necessary or advisable to clean up. remove, resolve or minimize the impact of, or otherwise deal with, any such Hazardous Materials or Environmental Complaint upon its receipt of any notice from any person or entity, including without limitation, the EPA, asserting the existence of any Hazardous Materials or an Environmental Complaint on or pertaining to the Property which, if true, could result in an order, suit or other action against Trustor affecting any part of the Property by any governmental agency or otherwise which, in the sole opinion of Beneficiary, could jeopardize its security under this Deed of Trust. All reasonable costs and expenses incurred by Beneficiary in the exercise of any such rights shall be secured by this Deed of Trust and shall be payable by Trustor upon demand together with interest thereon at a rate equal to the highest rate payable under the note secured hcrcby. (e) The foregoing representation, covenants, indemnities and warranties shall be continuing and shall be true and correct for the period from the date hereof to the release of this Deed of Trust (whether by payment of the indebtedness secured hereby or foreclosure or action in lieu thereof), and these representations, covenants, indemnities and warranties shall survive such release. (29) Each successor owner of an interest in the Property other than through foreclosure or deed in lieu of foreclosure of an interest superior to this Deed of Trust, shall take its interest subject to this Deed of Trust. (30) This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. (31) Trustor covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of E:ACLIENTS\National City\1 101 D Street (Casa Familiar)AFinal,Deed of "I'rust.doc the Property, nor shall Trustor or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926,12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land. (32) Trustor shall refrain from restricting the rental, lease and sale of the Property and any dwelling unit thereon on the basis of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability of any person. All such deeds, leases or contracts for the rental, lease or sale of the Property or any dwelling unit, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) Dccds. In deeds "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) Leases. In leases "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased." (c) Contracts. In contracts for the rental, lease or sale of the Property or any dwelling unit "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, usc, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." l F:ACLIEN S\National CityV1101 1)Street (Casa Familiar)AFinal \ Deed of1r st.doe (33) All individuals signing this Deed of Trust for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any othcr legal capacity, covenant to the Beneficiary that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. TRUSTOR: Casa Familiar, Inc., a California nonprofit public benefit corporation By: Andrea Skorepa, President an 1 CLIENTS\National City\1101 D Street (Casa Eamiliar)'vFinal'Deed ofF u E:st.doc ACKNOWLEDGMENT State of California County of San Diego On Z3 , 2008, before me, Re*/ /W / Amt. personally appeared, Andr6t4rproved to me on the basis of satisfactory evidence to be the pers. s whosc namc(h) fs. re subscribed to the within instrument and acknowledged to me that hed--/they executed the same in his 1e /their authorized capacity(iesj, and that by hi er heir signature4s'on the instrument the personksl, or the entity on behalf of which the person(e) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. AMY BOYD ,�,`•_'b� COMM. # 1805792 2 Z ! NOTARY PUBLIC - CALIFORNIA R,� SAN DIEGO COUNTY My Comm. Expires July 3, 2012 (Seal) C: \CLIENI S\National City\ 101 D Street (Casa Familiarp,FinalADeed of113ust.doc Exhibit "A" Property Description All that certain real property situated in the County of San Diego, State of California, described as follows: LOT 12 AND THE NORTH HALF OF LOT 13 OF JENNIE M. HOBSON SUBDIVISION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1887, FILED IN THE COUNTY RECORDER'S OFFICE, FEBRUARY 26, 1926, EXCEPTING THEREFROM THE EAST 10 FEET THEREOF. APN: 556-560-12-00 THE SOUTHERLY 94.00 FEET OF THE NORTHERLY 374.00 FEET OF THE EASTERLY 155.00 FEET OF THE WESTERLY 170.00 FEET OF THE EAST HALF OF THE WEST HALF OF 10-ACRE LOTS 13 AND 14 IN QUARTER SECTION 154 OF RANCHO DE LA NACION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11, 1869. APN: 556-560-37-00 F.: \CI IFNTS \National City \1101 D Street (Casa Familiar..rinalVDeed of'I - st.doc Recording Requested By: FIRST AMERICAN TITLE National Commercial Services NO CHARGE ON THIS DOCUMENT PER CALIFORNIA GOVERNMENT CODE SECTION 6103 Recording Requested By 4 2 5 And When Recorded Mail To: Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4397 Illillll III Hill IIII IIIII IIIH IIIII IIHI IIIII IIIII IIIII IIIII IIII illl OCT 12, 2009 8:00 AM OFFICIAL RECORDS SAN DIEGD COUNTY RECORDER' OFFICE DAVID L. BUTLER: COUNTY RECORDER FEES: 0.00 DA: 1 PAGES: 13 I III III III I I YI II IIII I I III I IIIII II III IIIII II III IIIII II I II IIIII III II 1II I NI I IIII NHS- 40/133 DEED OF TRUST THIS DEED OF TRUST datcd as of the 1st day of October, 2009, by Casa Familiar, Inc., a California nonprofit public benefit corporation ("Trustor" ),whose address is 119 West Hall Street, San Ysidro, California 92173, Attention: Andrea Skorepa, and First American Title Company (-Trustee-) and the Community Development Commission of the City of National City (`Beneficiary"); whose address is 1243 National City Boulevard, National City, California, 91950- 4397. TRUSTOR HEREBY irrevocably grants, transfers, and assigns to Trustee, in trust, with power of sale, all that property in the City of National City, County of San Diego, State of California, described as: (See Legal Description - Exhibit "A") FOR THE PURPOSE OF SECURING: (1) Payment of the indebtedness evidenced by a Promissory Note of even date herewith executed by Trustor, in the principal sum of Eight Hundred Thirty -Five Thousand and No/100 Dollars ($835,000.00), and any renewal, extension, or modification of the promissory note (the `'Note"); (2) Any additional sums and interest that may hereafter he loaned to the then record owner of the Property by Beneficiary, when evidenced by another note or notes reciting that it or they are so secured; (3) The performance of each agreement contained in this Deed of Trust; (4) The performance of each agreement of Trustor under that certain Acquisition, Rehabilitation and Permanent Financing Loan Agreement (`Loan Agreement") of even date herewith, by and between Trustor and Beneficiary on file in the Office of Beneficiary; and (5) The performance of each agreement and covenant of Trustor under that certain Declaration of Covenants, Conditions and Restrictions (``Restrictions") of even date herewith and recorded concurrently herewith affecting the Property. C VCLIENTS'.National ('ity.104 Fast 5th (('asa FamiliarP,Fina]Deed of T ru st.doc 426 A. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: Maintenance and Repair (1) To keep the Property in good condition and repair; not to remove or demolish any buildings on the Property; to complete or restore promptly and in good and workmanlike manner any building that may be constructed, damaged, or destroyed on the Property; to pay when due all claims for labor performed and materials furnished for the Property; to comply with all laws affecting the Property or requiring any alterations or improvements to be made on the Property; not to commit or permit waste of the Property; not to commit, suffer, or permit any act upon the Property in violation of law; and to cultivate, irrigate, fertilize, fumigate, prune, and do all other acts that from thc character or use of the Property may be reasonably necessary. Fire Insurance (2) To provide, maintain, and deliver to Beneficiary tire insurance satisfactory to and with loss payable to Beneficiary as its interest may appear. Subject to the rights of any senior lenders, the amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured by this Deed of Trust and in any order determined by Beneficiary, or at the option of Beneficiary the entire amount so collected or any part of that amount may be released to Trustor. This application or release shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such a notice. Notwithstanding the foregoing, in the event of any fire or other casualty to the Property, Trustor shall have the right to rebuild the Property, and to use all available insurance proceeds therefor, provided that (a) such proceeds are sufficient to rebuild the Property in a manner that provides adequate security to Beneficiary for repayment of the indebtedness secured hereby or if such proceeds are insufficient then Trustor shall have funded any deficiency, (b) Beneficiary shall have the right to approve (which shall not be unreasonably withheld or delayed) plans and specifications for any major rebuilding and the right to approve (which shall not be unreasonably withheld or delayed) disbursements of insurance proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists hereunder or under thc Note. If the casualty affects only part of the Property and total rebuilding is not feasible, then proceeds maybe used for partial rebuilding and partial repayment of the indebtedness secured hereby in a manner that provides adequate security to Beneficiary for repayment of the remaining indebtedness secured hereby. Defense of Security (3) To appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary, or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust. F:ACLII:N"I SyNational City\304 Last 5th (Casa Familiar)AFinalDeed of T i st.doc 427 Payment of Liens and Taxes (4) To pay, at least ten (10) days before delinquency, all taxes and assessments affecting thc Property, including assessments on appurtenant water stock, all encumbrances, charges, and liens, with interest, on the Property or any part of the Property, which appear to be prior or superior to this Deed of Trust; and all costs, fees, and expenses of this Trust. if Trustor fails to make any payment or to do any act as provided in this Deed of Trust, then Beneficiary or Trustee may (but is not obligated to) make the payment or do the act in the required manner and to the extent deemed necessary by Beneficiary or Trustee to protect the security of this Deed of Trust. The performance by Beneficiary or Trustee of such an act shall not require notice to or demand upon Trustor and shall not release Trustor from any obligation under this Deed of Trust. Beneficiary or Trustee shall also have the following related rights and powers: to enter upon thc Property for the foregoing purposes; to appear in and defend any action or proceeding purporting to affect thc security of this Deed of Trust or the rights or powers of Beneficiary or Trustee; to pay, purchase, contcst, or compromise any encumbrance, charge, or lien that in the judgment of either appears to be prior or superior to this Deed of Trust; to employ counsel; and to pay necessary expenses and costs, including reasonable attorneys' fees. Reimbursement of Costs (5) To pay immediately and without demand all sums expended by Beneficiary or Trustee pursuant to this Deed of Trust, with interest from date of expenditure at the amount allowed by law in effect at the date of this Deed of Trust, and to pay any amount demanded by Beneficiary (up to the maximum allowed by law at the time of the demand) for any statement regarding the obligation secured by this Deed of Trust. (6) That it will pay the Note at the time and in thc manner provided therein. (7) That it will not permit or suffer the use of any of the Property for any purpose other than the use for which the same was intended at the time this Deed of Trust was executed. (8) That the Note, the Loan Agreement, and the Restrictions are incorporated herein by reference and made a part of this Deed of Trust, although not attached. Copies are on file in the office of the Beneficiary. (9) To perform, in a timely manner, each agreement and covenant by and between Trustor on any and all notes, loans and deeds of trust that are senior and/or junior to this Deed of Trust. A default in any of these obligations and the expiration of any applicable notice or cure period shall constitute a default under this Deed of Trust. L:'vCLIENTS\National ('iiy`304 Fast 5th (Casa Familiar)AFinal`Deed of Tr st.doc 428 B. THE PARTIES AGREE THAT: Condemnation Award (10) Any award of damages in connection with any taking or condemnation, or for injury to the Property by reason of public use, or for damages for private trespass or injury to the Property, is hereby assigned and shall be paid to Beneficiary (subject to the rights of any senior lenders), as its interest may appear as further security for all obligations secured by this Deed of Trust. Upon receipt of such proceeds, Beneficiary may hold the proceeds as further security, or apply or release them in the same manner and with the same effect as provided in Section 2 of this Deed of Trust for the disposition of proceeds of fire or other insurance. Waiver of Late Payments (1 1) By accepting payment of any sum secured by this Deed of Trust after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare default for failure to pay any indebtedness secured by this Deed of Trust. Trustee's Powers (12) Upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, Trustee may (a) reconvey all or any part of the Property; (b) consent to the making and recording, or either, of any map or plat of all or any part of the Property; (c) join in granting any easement on the Property; or (d) join in or consent to any extension agreement or any agreement subordinating the lien, encumbrance, or charge of this Deed of Trust. Trustee need not provide Trustor with notice before taking any of the foregoing actions, and shall not be liable for the proper performance of the act. The exercise by Trustee of any of the foregoing powers shall not affect the personal liability of any person for payment of the indebtedness secured by this Deed of Trust, or the lien of this Deed of Trust on the remaining property as security for the repayment of the full amount secured by this Deed of Trust. Full Reconveyance (13) Upon written request of Beneficiary stating that all sums secured by this Deed of Trust have been paid, surrender of this Deed of Trust, the Note, and any other notes secured by this Deed of Trust to Trustee for cancellation and retention, and payment of Trustee's fees and charges, Trustee shall reconvey, without warranty, the Property then subject to this Dced of Trust. The recitals in the reconveyance shall be conclusive proof of the truthfulness of the recitals. The grantee in the recon- veyance may be described as `'the person or persons legally entitled thereto." Five years after issuance of the full reconveyance, Trustee may destroy the Note and this Deed of Trust, unless directed in the request to retain them. E:ACLIENTSVNational City304 East 5th (Casa Familiar) AEinal•Dced of Tr st.doc 429 Assignment of Rents (14) As additional security, Trustor hereby gives to and confers upon Beneficiary the right, power, and authority during the continuance of these Trusts, to collect the rents, issues, and profits of the Property, but reserves the right, prior to any default, which shall continue beyond any applicable notice and cure periods, to collect and retain these rents, issues, and profits as they become due and payable. Upon any such default, Beneficiary may, without notice and without regard to the adequacy of the security for the indebtedness secured by this Deed of Trust, either personally or by agent or court -appointed receiver. do the following: enter upon and take possession of the Property or any part of the Property; sue for or otherwise collect all rents, issues, and profits, including those past due and unpaid; and apply these rents, issues, and profits, less costs and expenses of operation and collection (including reasonable attorneys' fees), upon any indebtedness secured by this Deed of Trust, in any order determined by Beneficiary. The exercise of the foregoing rights by Beneficiary shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such a notice. Default in Foreclosure (15) Upon default by Trustor in the payment of any indebtedness secured by this Deed of Trust or in the performance of any material obligation under this Deed of Trust, and the expiration of any and all applicable notice or cure periods, Beneficiary may declare all sums secured by this Deed of Trust immediately due and payable by delivering to Trustee a written declaration of default and demand for sale and a written notice of default and election to sell the Property. Trustee shall cause the notice of default and election to sell to be recorded. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, and all documents evidencing any additional expenditures secured by this Deed of Trust. After the required time period has lapsed following the recordation of the notice of default, and after notice of sale has been given as required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place specified in the notice of sale, either as a whole or in separate parcels, and in any order determined by Trustee, at public auction to the highest bidder for cash in lawful money of the United States, payable at the time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser at the auction its deed conveying the Property sold, but without any covenant or warranty, express or implied. The recital in the deed of any matter or fact shall be conclusive proof of the truthfulness of the recital. Any person, including Trustor, Trustee, or Beneficiary, may purchase at the sale. After deducting all costs, fees, and expenses of Trustee and Beneficiary under this paragraph, including costs of procuring evidence of title incurred in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms of this Deed of Trust, not then repaid, with accrued interest at the amount allowed by law in effect at the date of this Deed of Trust; all other sums then secured by this Deed of Trust; and the remainder, if any, to the person or persons legally entitled to the remaining proceeds. E \CLIENT s\National City\304 East 5th (Casa Familiar),Final vDeed of I i'ust.doc 430 (16) Should the undersigned agree to or actually sell, convey, transfer, or dispose of, or further encumber the real property described in this deed of trust securing the Promissory Note, or any part of it. or any interest in it, without first obtaining the written consent of the Holder of the Note, then all obligations secured by the Note and trust deed may be declared due and payable. at the option of the Holder. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. General Provisions (17) This Deed applies to, inures to the benefit of, and binds all parties to this Deed of Trust and their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term `Beneficiary" shall mean the holder and owner. including pledgee, of the Note secured by this Deed of Trust, whether or not named as a beneficiary in this Deed of Trust, and the heirs, legatees, devisees, administrators, executors, and assigns of any such person. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. Acceptance by Trustee (I 8) Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party to this Deed of Trust of 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. Substitution of Trustees (19) Beneficiary, or any successor in ownership of any indebtedness secured by this Deed of Trust, may from time to time, by written instrument, substitute a successor or successors to any Trustee named in or acting under this Deed of Trust. The substitution instrument shall contain the name of the original Trustor, Trustee, and Beneficiary under this Deed of Trust, the book and page where this Deed is recorded, and the name and address of the new Trustee. When executed by Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, the substitution instrument shall be conclusive proof of proper substitution of the successor Trustee or Trustees. Any successor Trustee or Trustees shall, without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers, and duties. Cumulative Powers and Remedies (20) The powers and remedies conferred in this Deed of Trust are concurrent and cumulative to all other rights and remedies provided in this Deed of Trust or given by law. These powers and remedies may be exercised singly, successively, or together, and as often as deemed necessary. F:ACI.IFNTS\National City304 Fast 5th (Casa Familiar..Final\Deed oflr st.doc 431 Conclusiveness of Recitals (21) The recitals contained in any reconveyance, trustee's deed, or any other instrument executed by Trustee from time to time under the authority of this Deed of Trust or in the exercise of its powers or the performance of its duties under this Deed of Trust, shall be conclusive evidence of their truth, whether stated as specific and particular facts, or in general statements or conclusions. Further, the recitals shall be binding and conclusive upon Trustor, its heirs, executors, administrators, successors, and assigns, and all other persons. Attorneys' Fees (22) If any action is brought for the foreclosure of this Deed of Trust or for the enforcement of any provision of this Deed of Trust (whether or not suit is filed), Trustor agrees to pay all costs and expenses of Beneficiary and Trustee, including reasonable attorneys' fees; and these sums shall be secured by this Deed of Trust. Co -trustees (23) If two or more persons are designated as Trustee in this Deed of Trust, any, or all, power granted in this Deed of Trust to Trustee may be exercised by any of those persons, if the othcr person or persons are unable, for any reason, to act. Any recital of this inability in any instrument executed by any of those persons shall be conclusive against Trustor and Trustor's heirs and assigns. Request for Notices of Default and Sale (24) In accordance with Section 2924b of the California Civil Code, request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under any Deeds of Trust executed by Trustor, and recorded in the Official Records of San Diego County, California, in which Beneficiary, is named as beneficiary, be mailed to: Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4397 NOTICE: A copy of any notice of default and of any notice of sale will be sent only to the address contained in this recorded request. If your address changes, a new request must be recorded. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale under this Deed of Trust be mailed to Trustor at the address of Trustor set forth above. (25) Trustor shall permit Beneficiary and its agents or representatives, to inspect the Property at any and all reasonable times, upon prior written notice (unless Trustor is in default under any of the Loan Documents). Inspections shall be conducted so as not to interfere with the tenants' use and enjoyment of the Property and the general operation of the Property. E:ICLIENTS‘National City y304 East Sth (Casa ramiliar)U'inalVDeed of Tiust.doe 432 (26) The Property shall be subject to the restrictions set forth in the Loan Agreement and Restrictions and Trustor hereby consents to such restrictions and agrees to be bound thereby. Such restrictions shall be in addition to and not in limitation of the rights of Beneficiary expressly set forth in this Deed of Trust. (27) For purposes of this Deed of Trust, `Hazardous Materials" mean and include any hazardous, toxic or dangerous waste, substance or material including, without limitation, flammable explosives, radioactive materials, asbestos, hazardous wastes, toxic substances and any materials or substances defined as hazardous materials, hazardous substances or toxic substances in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA-), as amended (42 U.S.C. §9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901, et seq.), and those substances defined as hazardous wastes in §25117 of the California Health and Safety Code or as hazardous substances in §25316 of the California Health and Safety Code or in any regulations promulgated under either such law, any so-called "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect. (28) In addition to the general and specific representations, covenants and warranties set forth in the Deed of Trust or otherwise, Trustor represents, covenants and warrants, with respect to Hazardous Materials, as follows: (a) Neither Trustor nor, to the best knowledge of Trustor, any other person, has ever caused or permitted any Hazardous Materials to be manufactured, placed, held, located or disposed of on, under or at the Property or any part thereof, and neither the Property nor any part thereof, or any property adjacent thereto, has ever been used (whether by Trustor or, to the best knowledge of Trustor, by any other person) as a manufacturing site, dump site or storage site (whether permanent or temporary) for any Hazardous Materials. "Hazardous Materials" Ibr purposes of this Paragraph 28(a) shall not include substances typically used in the ordinary course of developing, operating and maintaining apartment complexes, provided that such substances arc used in accordance with all applicable laws. (b) Trustor hereby agrees to indemnify Beneficiary, its officers, employees, contractors and agents, and hold Beneficiary, its officers, employees, contractors and agents harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Beneficiary, its officers, employees, contractors or agents for, with respect to, or as a direct or indirect result of, the presence or usc, generation, storage, release, threatened release or disposal of Hazardous Materials on or under the Property or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials from the Property (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under CERCLA, any so-called "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct g E:'.(LIENTS'National Cityy304 East 5th (Casa Familiar(\FinalDeed or Trust.doc 433 concerning any Hazardous Materials) regardless of whether or not caused by or within the control of Trustor. The foregoing indemnification shall not apply to any liability resulting from (i) an event that occurs after a transfer of the Property due to any foreclosure sale (judicial or nonjudicial) or a deed in lieu of foreclosure, or (ii) acts or omissions of Beneficiary or its agents. (c) Trustor has not received any notice of (i) the happening of any event involving the use, spillage, discharge, or cleanup of any Hazardous Materials (`Hazardous Discharge") affecting Trustor or the Property or (ii) any complaint, order, citation or notice with regard to air emissions, water discharges, noise emissions or any other environmental, health or safety matter affecting Trustor or the Property ("Environmental Complaint") from any person or entity, including, without limitation, the United States Environmental Protection Agency ("EPA"). If Trustor receives any such notice after the date hereof, then Trustor will give, within seven (7) business days thereafter, oral and written notice of same to Beneficiary. (d) Without limitation of Beneficiary's rights under this Deed of Trust, Beneficiary shall have the right, but not the obligation, to enter onto the Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any such Hazardous Materials or Environmental Complaint upon its receipt of any notice from any person or entity, including without limitation, the EPA, asserting the existence of any Hazardous Materials or an Environmental Complaint on or pertaining to the Property which, if true, could result in an order, suit or other action against Trustor affecting any part of the Property by any governmental agency or otherwise which, in the sole opinion of Beneficiary, could jeopardize its security under this Deed of Trust. All reasonable costs and expenses incurred by Beneficiary in the exercise of any such rights shall be secured by this Deed of Trust and shall be payable by Trustor upon demand together with interest thereon at a rate equal to the highest rate payable under the notc secured hereby. (e) The foregoing representation, covenants, indemnities and warranties shall be continuing and shall be true and correct for the period from the date hereof to the release of this Deed of Trust (whether by payment of the indebtedness secured hereby or foreclosure or action in lieu thereof), and these representations, covenants, indemnities and warranties shall survive such release. (29) Each successor owner of an interest in the Property other than through foreclosure or deed in lieu of foreclosure of an interest superior to this Deed of Trust, shall take its interest subject to this Deed of Trust. (30) This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. (3 1) Trustor covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Trustor or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation of any person or group of persons on 9 E:ACLIENTS \National City'304 East 5th (Casa Familiarp.Final.Deed of Trust.doe 434 account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code. as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land. (32) Trustor shall refrain from restricting the rental. lease and sale of the Property and any dwelling unit thereon on the basis of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability of any person. All such deeds, leases or contracts for the rental, lease or sale of the Property or any dwelling unit, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) Deeds. In deeds "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection. location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) Leases. In leases "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the leasing, subleasing. renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased." (c) Contracts. In contracts for the rental, lease or sale of the Property or any dwelling unit `'There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." E:ACLIEN-FS`.National City`304 East 5th (Casa Familiar)AFinal\Deed of 7� st.doc 435 (33) All individuals signing this Deed of Trust for a party which is a corporation, limited liability company, partnership or other legal entity. or signing under a power of attorney, or as a trustee, guardian, conservator. or in any other legal capacity, covenant to the Beneficiary that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. TRUSTOR: Casa Familiar, Inc., a California nonprofit public benefit corporation Andrea Skorepa, Presi 11 F:ACt-IF-NTS'.National Cityy304 Fast 5th (Casa FamiliarainahDeed of T ust.doc 436 ACKNOWLEDGMENT imad - ir. personally appeared, noesit IjREPA woo proved to me on the basis of satisfactory evidence to be the person4s1 whose name :,are subscribed to the within instrument and acknowledged to me that 41e611tItey executed the same in kris&threir authorized capacity(ies), and that by h sCe. /ttir signature(5) on the instrument the person(s,); or the entity on behalf of which the person(s) acted, executed the instrument. State of California County of San Diego On©C(/lte ...00ff2009, before me, I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official scat. Signature MICHAEL R. FREEDMAN Commission # 1846675 Notary Public - California San Diego County M Comm. Ex . ires A . r 30, 2013 (Seal) EA' LIEIS TSvvNational City`304 East Sth (Casa Familiar)yFinalDeed of I rust doc 437 Exhibit "A" Property Description All that certain real property situated in the County of San Diego, State of California, described as follows: LOTS 1, 2 AND 3 AND THE NORTH HALF OF LOT 4 IN BLOCK 4 OF J.D. O'CONNELL'S SUBDIVISION OF THE EAST HALF OF THE 10 ACRE TRACT 6, IN QUARTER SECTION 155 OF RANCHO DE LA NACION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 468, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JANUARY 24. 1888. APN: 556-214-01-00 13 E:`,CLILNTS,National Cityy304 East 5th (Casa Familiar).Final.Deed of Trust.doc • Recording Requested By: FIRST AMERICAN TITLE National Commercial Services NO CHARGE ON THIS DOCUMENT PER CALIFORNIA GOVERNMENT CODE SECTION 6103 Q Recording Requested By 8 4$ 5 And When Recorded Mail To: Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4397 3ir159u IIIIIIII III IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII �IHI IIIII IIII �111 JAN 28, 2010 8:00 AM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE DAVID L. BUTLER, COUNTY RECORDER FEES: 0.00 PAGES: 5 IIIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII YIII IIIII IIII IIIII IIIII IIII IIII AMENDMENT TO DEED OF TRUST THIS AMENDMENT TO DEED OF TRUST ("Amendment") dated as of the 9th day of November, 2009, by Casa Familiar, Inc., a California nonprofit public benefit corporation ("Trustor"), whose address is 119 West Hall Street, San Ysidro, California 92037, Attention: Andrea Skorepa, and First American Title Company ("Trustee") and the Community Development Commission of the City of National City ("Beneficiary"), whose address is 1243 National City Boulevard, National City, California, 91950-4397. RECITALS Trustor, Trustee and the Beneficiary are parties to that certain Deed of Trust dated August 25, 2008, and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463009 (the "Deed of Trust"). Trustor acquired and began rehabilitation of the project on the Property, as defined in the Deed of Trust, with the aid of a bridge loan in the amount of One Million Five Hundred Ninety -Seven Thousand Five Hundred Thirty -Four and No/100 Dollars ($1,597,534.00) obtained from the Beneficiary. The Beneficiary has agreed to make a permanent financing loan to Trustor to be secured by the Deed of Trust, which permanent financing loan shall be in an amount up to Six Hundred Sixty -Nine Thousand Six Hundred Fifty -Three and No/100 Dollars ($669,653.00). All amounts loaned by the Beneficiary to Trustor shall be referred to collectively as the "Loan" and shall be secured by the Deed of Trust. Therefore, Trustor and the Beneficiary desire to amend the Deed of Trust as provided herein. In the event of any conflict between the Deed of Trust and this Amendment, this Amendment shall control. NOW, THEREFORE, in furtherance of the recitals stated above and the mutual covenants set forth below, Trustor and Beneficiary hereby amend the Deed of Trust, and agree, promise and declare as follows: EACLIENTS\National City\1101 D Street (Casa Familiar)1Permanent Loan (Low Mod)\Final\Deed of Trust Amendment (Low Mod).doc 8459 . Restatement of Secured Obligations. The statement of obligations secured by the Deed of Trust is amended and restated in its entirety to provide as follows: FOR THE PURPOSE OF SECURING: (1) Payment of the indebtedness evidenced by that certain Promissory Note of dated as of November 9, 2009, executed by Trustor in favor of Beneficiary, in the principal sum of Six Hundred Sixty -Nine Thousand Six Hundred Fifty -Three and No/100 Dollars ($669,653.00), and any renewal, extension, or modification of the same (the "Note"); (2) Any additional sums and interest that may hereafter be loaned to the then record owner of the Property by Beneficiary, when evidenced by another note or notes reciting that it or they are so secured; (3) The performance of each agreement contained in this Deed of Trust; (4) The performance of each agreement of Trustor under that certain "Permanent Financing Loan Agreement (Low -Mod Funds)" dated as of November 9, 2009, by and between Trustor ("Borrower" therein) and Beneficiary ("CDC" therein), on file in the Office of Beneficiary; and (5) The performance of each agreement and covenant of Trustor under that certain Declaration of Covenants, Conditions and Restrictions (Tenant Restrictions), dated August 25, 2008, and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008- 0463007. 2. Wherever the phrase "Loan Agreement" appears in the Deed of Trust, the same shall mean that certain "Permanent Financing Loan Agreement (Low -Mod Funds)" dated as of November 9, 2009, by and between Trustor ("Borrower" therein) and Beneficiary ("CDC" therein), on file in the Office of Beneficiary, and any and all future amendments thereto. 3. Except to the extent modified by this Amendment, Trustor hereby confirms each of the covenants, agreements and obligations of Trustor set forth in the Deed of Trust. 4. This Amendment may be executed in any number of counterparts and, as so executed, the counterparts shall constitute one and the same agreement. The parties agree that each such counterpart is an original and shall be binding upon all the parties, even though all of the parties are not signatories to the same counterpart. E:\CLIENTS\National City11101 D Street (Casa Familiar)1Permanent Loan (Low Mod)\Final\Deed of Trust Amendment (Low Mod).doc 8460 5. All individuals signing this Amendment for a party which is a corporation, partnership. limited liability company or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the Beneficiary that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. TRUSTOR: Casa Familiar, Inc., a California nonprofit public benefit corporation BY . rZec.- Andrea Skorepa, President and eE0 BENEFICIARY: Community Development Commission of the City of National City By: Print Name: Op a its: /i%ey art_ inn ',Jo.) APPROVED AS TO FORM: . Sp Special Counsel to C E.\CLIENTS\National City\1101 D Street (Casa Familiar)\Permanent Loan (Low Mod)1Final\Deed of Trust Amendment (Low Mod).doc } ACKNOWLEDGMENT State of California 8461 ) r� County of San Diego ) On Ab/M,t.2-f P , 2009, before me, 4��%40L {Q,'um.) fi�p/ h�j . personally appeared, ANDR64. SKoAePA w w proved to me on the basis of sa isfactory evidence to be the person(a') whose name(R)Js are subscribed to the within instrument and acknowledged to me that he hey executed the same in hisetheir authorized capacity(ics), and that by hi their signatures') on the instrument the person(r), or the entity on behalf of which the person)) acted. executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. MICHAEL R. FREEDMAN Commission # 1846675 Notary Public - California San Diego County M Comm. Ex ires A . r 30, 2013 (Seal) E.\CLIENTS\National City\1101 D Street (Casa Familiar)\Permanent Loan (Low Mod)\Final \Deed of Trust Amendment (Low Mod).doc 8462 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California County of Sit to 166,0 I § . I On Z4w t AAA 20 10 , before me, CuS A , A]lyyt,F s( la- a notary public, personally appearedR.ON.S. MORAL%SOt4 ,,who Name(s) of Signer(s) proved to me on the basis of satisfactory evidence to be the person whose nameks)" is4ese-subscribed to the within instrument and acknowledged to me that he/ahc/thoy executed the same in hisikei'their. authorized capacityJi.e and that by hisAerlteir signature(& -on the instrument the person(', or the entity upon behalf of which the personts'jacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct. WITNESS my hand and official seal. y,•n. CFW2LESA. N • . 183tEY COMM. tt755224 m Wavy Public-Callornis W , a AN 0160000UIRY - Place Notary Seal above Signatu ****************************************************************************** Description of Attached Document Title or Type of Document Document Date Signer(s) Other than named above Capacity(ies) Claimed By Signer(s) Signer's Name(s) Individual Husband and Wife OPTIONAL Number of Pages Corporate Officer-Title(s) Partner- Limited General Auttorney-in-Fact Trustee Guardian or Consecrator Other Signer(s) is/are representing RESOLUTION NO. 2008 — 133 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING THE ISSUANCE OF TAX-EXEMPT OBLIGATIONS BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY FOR CASA FAMILIAR, INC. WITH RESPECT TO THE PROPOSED ACQUISITION AND REHABILITATION OF MULTIFAMILY HOUSING PROJECTS WHEREAS, the California Statewide Communities Development Authority (the "Authority"), of which the City of National City (the "City") is a member pursuant to the provisions of that certain Amended and Restated Joint Exercise of Powers Agreement Relating to the California Statewide Communities Development Authority, dated June 1, 1988 (the "Agreement"), is authorized by the laws of the State of California (the "Law") to cause the execution and delivery of taxable and tax-exempt obligations for the purpose of financing educational and other facilities owned and operated by nonprofit public benefit corporations located within the area of operation of the Authority; and WHEREAS, Casa Familiar, Inc. (the "Borrower"), a nonprofit public benefit corporation formed exclusively for charitable purposes, including providing affordable housing, has requested the Authority to cause the issuance of tax-exempt obligations (the "Obligations") in the approximate amount of $1,250,000, the proceeds of which will be applied to finance (i) the acquisition, rehabilitation and equipping of an eight unit multifamily housing development located at 1111 D Avenue, National City, California 91950 (the "D Avenue Project") to be owned and operated by the Borrower and (ii) the acquisition, rehabilitation and equipping of a ten unit multifamily housing development located at 1101-19 E Avenue, National City, California 91950 (the "E Avenue Project" and the D Avenue Project, the "Projects") to be owned and operated by the Borrower; and WHEREAS, the amount of Bonds allocable to the D Avenue Project shall not exceed $650,000, and the amount of Bonds allocable to the E Avenue Project shall not exceed $600,000; and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986 (the "Code") requires that the "applicable elected representative" with respect to the Projects hold a public hearing on the issuance and delivery of the Obligations; and WHEREAS, the City Council, as the "applicable elected representatives" to hold said public hearing, has held said public hearing at which all those interested in speaking with respect to the financing of the Projects were heard; and WHEREAS, Section 6586.5 of the Califomia Government Code (the "Government Code") requires that the City Council approve the financing upon a finding of significant public benefit after a public hearing following publication of at least five days' written notice in a newspaper of general circulation in the City; and WHEREAS, the City Council has on the date hereof held a public hearing following duly published notice thereof and all persons desiring to be heard have been heard. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City, as follows: Section 1. The City Council hereby finds and determines that the foregoing recitals are true and correct. Resolution No. 2008 — 133 July 1, 2008 Page 2 Section 2_ The City Council hereby approves the issuance of the Obligations with respect to the proposed Projects by the Authority. Section 3. The issuance and delivery of the Obligations shall be subject to the approval of and execution by the Authority of all financing documents relating thereto to which the Authority is a party and subject to the sale of the Obligations by the Authority. Section 4. The Corporation shall be responsible for the payment of all present and future costs in connection with the issuance of the Obligations, including, but not limited to, any fees and expenses incurred by the City in anticipation of the issuance of the Obligations. The payment of the principal, prepayment premium, if any, and purchase price of and interest on the Obligations shall be solely the responsibility of the Corporation. The Obligations shall not constitute a debt or obligation of the City. Section 5. This Council hereby determines that it is appropriate for the Authority to cause the issuance of the Obligations to finance the acquisition, rehabilitation, construction, and development of the Projects, and hereby approves the issuance of the Obligations. It is the purpose and intent of the Council that this resolution constitute approval of the Obligations for the purposes of Section 9 of the Agreement. Section 6. This Council hereby finds that the financing of the Projects will result in significant public benefits to the citizens of the City pursuant to Section 6586 of the Government Code, including demonstrable savings in effective interest rate, bond preparation, bond underwriting, or bond issuance costs. Section 7. The adoption of this Resolution is solely for the purpose of meeting the requirements of the Code and the Govemment Code, and shall not be construed in any other manner, the City nor its staff having fully reviewed or considered the financial feasibility of the financing of the Projects or the expected operation of the Projects with regards to any State of California statutory requirements, and such adoption shall not obligate, without further formal action to be taken by this Council, (i) the City to provide financing to the Corporation for the financing of the acquisition, construction and development of the Projects or to cause the delivery of the Obligations for the purpose of such financing; or (ii) the City, or any department of the City, to approve any application or request for, or take any other action in connection with the ownership or operation of the Projects. Section 8. The City Clerk shall forward a certified copy of this Resolution and a copy of the affidavit of publication of the public hearing notice to: Stephen G. Melikian Jones Hall, A Professional Law Corporation 650 California Street, 18111 Floor San Francisco, CA 94108 Section 9. This Resolution shall take effect from and after the date of its passage and adoption. --- Signature Page to Follow --- Resolution No. 2008 —133 July 1, 2008 Page 2 PASSED and ADOPTED this 1st day of July, 2008. on Morrison, Mayor ATTEST: MI hael R. Daila ity Clerk APPROVED AS TO FORM: George Eiser, III City Attomey City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE July 1, 2008 AGENDA ITEM NO. 16 ITEM TITLE PUBLIC HEARING FOR THE ISSUANCE OF CALIFORNIA STATEWIDE COMMLJNrI'IFS DEVELOPMENT AUTIIORITY REVENUE BONDS IN AN AMOUNT NOT TO EXCEED S1,250,000 iN CONNECTION win! THE CASA FAMILIAR, INCORPORATED ACQUISITION AND REHABILITATION PROJECT PREPARED BY Alfredo Ybarra (Ext. 4279) DEPARTMENT Community Development Department, Housing and Grants Division EXPLANATION Pursuant to Section 147(d) of the Internal Revenue Cndc and Section 6586.5 of the Califomia Government Code, the City Council is being asked to hold a public hearing to provide an opportunity for all interested persons to speak or to submit written comments concerning the proposal to issue the debt and the nature or location of the project. The California Statewide Communities Development Authority (CSCI)A) proposes to issue multifamily housing revenue bonds in the amount not to exceed $1,250,000 and to lend the proceeds to Casa Familiar, Inc., a California nonprofit public benefit corporation. the proceeds of which will be applied to finance (i) the acquisition, rehabilitation and equipping of an eight unit multifamily housing development located at 11 I 1 D Avenue, National City, California 91950 (the "1) Avenue Project") to be owned and operated by Casa Familiar, Inc., a California nonprofit public benefit corporation (the "Borrower") and (ii) the acquisition, rehabilitation and equipping of a ten unit multifamily housing development located at 1101-19 F. Avenue, National City, California 91950 (the "E Street. Project") to be owned and operated by the Borrower. Environmental Review N/A Financial Statement 'There is no liscal impact associated with this request. Approved By: Finance Director Account No. STAFF RECOMMENDATION N/A BOARD / COMMISSION RECOMMENDATION ATTACHMENTS ( Listed Below) Resolution No. Background Report A-200 (9/99)