HomeMy WebLinkAbout2008 CON (DEED) Casa Familiar - Deed of Trust, Assigment of Rents, Security AgreementPLEASE COMPLETE THIS INFORMATION.
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GCS # 2008-0b012
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AUG 28, 2008 4:27 PM
OFFICIAL RECORDS
SAKI DIECiO COUNTY RECORDER'S OFFICE
GREGORY - SMITH, COUNTY RECORDER
FEES: OASWAYS:
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PAGES:
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(Please fill in document title(s) on this line)
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
(Additional recording fee applies)
9/95
Rec.Form #R25
Recording Requested By:
FIRST AMERICAN TITLE
National Commercial Services
OFFICIAL BUSINESS
Document entitled to free
recording per Govt. Code
Section 6103.
DEED OF TRUST
(HOME FUND - PROJECT NO. 08-02)
Recording Requested by and
When Recorded Mail To:
CITY OF NATIONAL CITY
1243 National City Boulevard
National City, CA 91950
Attn.: Community Development Manager/Housing
/)(-15-331 1
Above Space For Recorder's Use Only
DEED OF TRUST, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
FIXTURE FILING ("Deed of Trust") is made as of August 25, 2008, by and between
CASA FAMILIAR, INC. ("Trustor"), a California non-profit public benefit corporation, First
American Title Company of California, Inc. ("Trustee"); and THE CITY OF NATIONAL CITY, a
public body corporate and politic ("Beneficiary").
RECITALS
A. Beneficiary is making a loan to Trustor in the original principal amount of
ONE HUNDRED EIGHTY TWO THOUSAND FOUR HUNDRED SIXTY SIX Dollars ($182,466)
(the "Loan") pursuant to that certain Loan Agreement (the "Loan Agreement") entered into by
Trustor and Beneficiary and dated as of July 28, 2008. The Loan is evidenced by a promissory
note of even date herewith executed by Trustor (the "Note") in the principal amount of the Loan.
B. Trustor intends to use the Loan proceeds for the purpose of providing financing
for the housing development described in the Loan Agreement (the "Project"). The Project will
be developed on sites legally described on Attachment "1" to this Deed of Trust (the "Property").
NOW THEREFORE, in consideration of the Loan, Trustor hereby irrevocably grants,
conveys, transfers and assigns to Trustee, its successors and assigns, in trust, with power of
sale and right of entry and possession as provided below all of its present and future estate,
Deed of Trust
Exhibit "D"
1
right, title and interest in and to the Property, together with all right, title and interest of Trustor
therein and in and to, and grants to Beneficiary a security interest in, the following:
(A) All development rights, air rights, water, water rights, and water stock relating to the
Property.
(B) All present and future structures, buildings, improvements, appurtenances and
fixtures of any kind on the Property, including but not limited to all apparatus, attached
equipment and appliances used in connection with the operation or occupancy of the Property,
such as heating and air-conditioning systems and facilities used to provide any utility services,
ventilation, vehicular cleaning, storage or other services on the Property, and all signage,
carpeting and floor coverings, partitions, generators, screens, awnings, boilers, furnaces, pipes,
plumbing, vacuum systems, brushes, blowers, cleaning, call and sprinkler systems, fire
extinguishing apparatus and equipment, water tanks, heating, ventilating, air conditioning and
air cooling equipment, and gas and electric machinery and equipment, it being intended and
agreed that all such items will be conclusively considered to be a part of the Property conveyed
by this Deed of Trust, whether or not attached or affixed to the Property.
(C) All appurtenances of the Property and all rights of Trustor in and to any streets,
roads or public places, easements or rights of way, relating to the Property.
(D) All of the rents, royalties, profits and income related to the Property, to the extent not
prohibited by any applicable law.
(E) All proceeds and claims arising on account of any damage to or taking of the
Property and all causes of action and recoveries for any loss or diminution in value of the
Property.
(F) All existing and future goods, inventory, equipment and all other personal property of
any nature whatsoever now or hereafter located on the Property which are now or in the future
owned by Trustor and used in the operation or occupancy of the Property or in any construction
on the Property but which are not effectively made real property under Clause (B) above,
including but not limited to all appliances, furniture and furnishings, building service equipment,
and building materials, supplies, equipment, machinery, plumbing and plumbing material and
supplies, concrete, lumber, hardware, electrical wiring and electrical material and supplies,
roofing material and supplies, doors, paint, drywall, insulation, cabinets, ceramic material and
supplies, flooring, attached appliances, fencing, landscaping and all other materials, supplies
and property of every kind and nature.
(G) All present and future accounts, general intangibles, chattel paper, contract
rights, deposit accounts, instruments and documents as those terms are defined in the
California Uniform Commercial Code, now or hereafter relating or arising with respect to the
Property and/or the use thereof or any improvements thereto, including without limitation: (i) all
rights to the payment of money, including escrow proceeds arising out of the sale or other
disposition of all or any portion of the estate of Trustor upon the Property now or hereafter
existing thereon; (ii) all plans, specifications and drawings relating to the development of the
Deed of Trust
Exhibit "D"
2
Property and/or any construction thereon; (iii) all use permits, licenses, occupancy permits,
construction and building permits, and all other permits and approvals required by any
governmental or quasi -governmental authority in connection with the development, construction,
use, occupancy or operation of the Property; (iv) any and all agreements relating to the
development, construction, use, occupancy and/or operation of the Property between Trustor
and any contractor, subcontractor, project manager or supervisor, architect, engineer, laborer or
supplier of materials; (v) all lease or rental agreements; (vi) all names under which the Property
is now or hereafter operated or known and all rights to carry on business under any such names
or any variant thereof; (vii) all trademarks relating to the Property and/or the development,
construction, use, occupancy or operation thereof; (viii) all goodwill relating to the Property
and/or the development, construction, use, occupancy or operation thereof; (ix) all reserves,
deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of
any kind relating to the Property; (x) all loan commitments issued to Trustor in connection with
any sale or financing of the Property; (xi) all funds deposited with Beneficiary by Trustor, and all
accounts of Trustor with Beneficiary, including all accounts containing security deposits and
prepaid rents paid to Trustor in connection with any leases of the Property, and all proceeds
thereof; and (xii) all supplements, modifications and amendments to the foregoing.
(H) All of the right, title and interest of Trustor in and to all sales contracts of any nature
whatsoever now or hereafter executed covering any portion of the Property, together with all
deposits or other payments made in connection therewith.
(I) All of the right, title and interest of Trustor in and to any construction contracts, plans
and specifications, building permits, and all other documents necessary for completion of the
improvements to the construction of the Property.
(J) All water stock relating to the Property, all shares of stock or other evidence of
ownership of any part of the Property that is owned by Trustor in common with others, and all
documents of membership in any owner's or members' association or similar group having
responsibility for managing or operating any part of the Property.
Trustor does hereby covenant with Trustee and Beneficiary, that Trustor has good right
to bargain, sell and convey Trustor's interest in the Property in manner and form as above
written; and Trustor warrants and will defend same to Beneficiary, forever, against all lawful
claims and demands whatsoever except as stated above.
THIS DEED OF TRUST IS FOR THE PURPOSE OF SECURING:
(1) performance of each agreement of Trustor herein contained or incorporated
herein by reference;
(2) payment of the indebtedness (including, without limitation, interest thereon)
evidenced by the Note, and any extension or renewal or modification thereof;
Deed of Trust
Exhibit "D"
3
(3) performance of each agreement of Trustor contained in the Loan Agreement, or
any of the other "Loan Documents" (as defined in the Loan Agreement), and any extension,
renewal or modification of such Loan Agreement and other Loan Documents;
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR HEREBY
COVENANTS AND AGREES AS FOLLOWS:
1. Payment of Secured Obligations. To pay when due (a) the principal of,
and the interest on, the indebtedness evidenced by the Note, (b) charges, fees and all other
sums as provided in the Loan Agreement, and (c) the principal of, and interest on, any future
advances secured by this Deed of Trust.
2. Maintenance, Repair, Alterations. To keep the Property in good condition
and repair; to complete promptly and in a good and workmanlike manner all buildings and other
improvements to be constructed on the Property, including specifically all buildings and
improvements described in the Loan Agreement, and promptly restore in like manner any
structure that may be damaged or destroyed thereon; to pay when due all claims for labor
performed and materials furnished therefor, to comply with all laws, ordinances, regulations,
covenants, conditions and restrictions now or hereafter affecting the Property or any part thereof
or requiring any alterations or improvements thereon; not to commit or permit any waste or
deterioration of the Property; to keep and maintain abutting grounds, sidewalks, roads, parking
and landscape areas in good and neat order and repair; not to commit, suffer or permit, to the
extent Trustor is able by the exercise of commercially reasonable best efforts, any act to be
done in or upon the Property in violation of any law, ordinance or regulation.
3. Insurance. To provide, maintain at its expense and deliver to Beneficiary
at all times until payment in full of all obligations secured hereby, insurance as required by the
Loan Agreement or the Note. In the event of any loss or damage, Trustor shall give immediate
notice thereof to Beneficiary, and Beneficiary may thereupon make proof of such loss or
damage, if the same is not promptly made by Trustor. Trustor and Beneficiary hereby agree to
cooperate in making any adjustment and compromise of any loss covered by the
aforementioned insurance policies upon the Property, and Trustor authorizes and empowers
Beneficiary, at its option, to collect and receive the proceeds, and endorse checks and drafts
issued therefor. Beneficiary agrees that in the event of any loss covered by insurance policies
on the Property subject to this Deed of Trust, provided there is not then existing any material
default (or such existing default will be cured by the proceeds of such insurance) in the obser-
vance or performance of any of the covenants and agreements contained herein or in the Note
or any future notes secured hereby, or in any other agreement with or for the benefit of the
Beneficiary in connection with any indebtedness secured hereby, the proceeds of such
insurance shall be used for the repair or restoration of the Property and will be disbursed in
accordance with such protective terms and conditions as Beneficiary may reasonably impose.
Trustor hereby fully assigns to Beneficiary all current and future claims it may
have under any policy of insurance related to the Property or the Project, regardless of whether
such insurance was required to be maintained under the Loan Documents. Any and all
Deed of Trust
Exhibit "D"
4
unexpired insurance shall inure to the benefit of and pass to the purchaser of the Property at
any foreclosure sale, or any Trustee's sale held pursuant hereto.
Further, Beneficiary may at the time in its sole discretion require Trustor to
submit satisfactory evidence of insurance policies obtained pursuant to this Paragraph 3 and of
Trustor's compliance with all the provisions of said policies.
4. Lawsuits. To appear in and defend, or otherwise take such action therein
as the Beneficiary and Trustee or either of them may deem advisable with respect to, any action
or proceeding affecting the security for the Loan in which Beneficiary or Trustee may appear.
5. Beneficiary Statement. To pay all charges for all court costs and
expenses which Beneficiary may elect to advance in order to keep unimpaired, protect, and
preserve the title thereto; and to pay for any statement provided for by law in effect at the date
hereof regarding the obligations secured hereby, any amount demanded by the Beneficiary not
to exceed the maximum allowed by law at the time when said statement is demanded.
6. Condemnation. That all judgments, awards of damages and settlements,
hereafter made as a result of or in lieu of any condemnation or other proceedings for public use
of, or for any damage to, the Property or the improvements thereon, are hereby assigned to
Beneficiary. If (i) Trustor is not then in material default hereunder (or such default will be cured
with the proceeds from the foregoing), and (ii) the taking is a partial taking, all proceeds thereof
shall be applied to restoring the Property, if practicable, as reasonably determined by
Beneficiary. In the event (i) Trustor is then in material default hereunder (and such default will
not be cured with the proceeds of the foregoing), (ii) the taking is a total taking, or (iii) the taking
is a partial taking and Beneficiary has reasonably determined that restoration of the Property is
not practicable, the proceeds shall be paid to Beneficiary to the extent of those monies due and
owing under the Note, this Deed of Trust, future notes or future deeds of trust, and Beneficiary
is hereby authorized to receive such monies. Trustor agrees to execute such further
assignments of any such award, judgment or settlement which may be received by Trustor.
Subject to any prior rights of creditors under the Senior Financing (as defined in the Loan
Agreement), Beneficiary may apply any and all such sums to the indebtedness secured hereby
in such manner as it elects or, at its option, the entire amount so received by it or any part
thereof may be released. Neither the application nor the release of any such sums shall cure or
waive any default or notice of default hereunder or invalidate any act done pursuant to such
notice.
7. Permitted Acts of Beneficiary. That without affecting the liability of any
person, including Trustor (other than any person released pursuant hereto), for the payment of
any indebtedness secured hereby, Beneficiary is authorized and empowered as follows:
Beneficiary may at any time, and from time to time, either before or after the maturity of the
obligations secured hereby, and without notice (a) release any person liable for the payment of
any of the indebtedness, (b) make any agreement extending the time or otherwise altering the
terms of payment of any of the indebtedness, (c) accept additional security therefor of any kind,
or (d) release any property, real or personal, securing the indebtedness.
Deed of Trust
Exhibit "D"
5
8. Reconveyance of Property. That upon written request of Beneficiary
stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust
and the Note to Trustee for cancellation and retention, and upon payment of its fees, Trustee
shall reconvey, without warranty, the Property then held hereunder. The recitals in such
reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The
grantee in such reconveyance may be described as "the person or persons legally entitled
thereto."
9. Default and Trustee's Sale. That upon the occurrence of an "Event of
Default" under this Deed of Trust (as defined in Section 18 below) Beneficiary may declare all
principal remaining unpaid, all interest then earned and remaining unpaid, and all sums other
than principal or interest secured hereby, immediately due and payable (and thenceforth at the
option of the Beneficiary and except as otherwise prohibited by law, the entire balance of the
unpaid principal shall thereafter bear interest at the Default Rate of interest per annum set forth
in the Note until paid) and may proceed to exercise the power of sale granted by this Deed of
Trust by delivery to Trustee of written declaration of default and demand for sale and of written
notice of default and of election to cause to be sold said Property, which notice Trustee shall
cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the
Note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation of
said notice of default, and notice of sale having been given as then required by law, Trustee,
without demand on Trustor, shall sell the Property at the time and place fixed by it in said notice
of sale, either as a whole or in separate parcels, and in such order as it may determine, at public
auction to the highest bidder for cash in lawful money of the United States, payable at time of
sale. Trustee may postpone sale of all or any portion of the Property by public announcement
at such time and place of sale, and from time to time thereafter may postpone such sale by
public announcement at the time fixed by the preceding postponement. Trustee shall deliver to
such purchaser its deed 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 Trustor, Trustee or Beneficiary, may purchase
at such sale.
After deducting all costs, fees and expenses of Trustee, including cost of evidence of title
in connection with sale, Trustee shall apply the proceeds of sale to payment of: first, all sums
expended by the Beneficiary under the terms hereof or under the Note, not then repaid, with
accrued interest at the Deferral Rate; second, all other sums then secured hereby; and the
remainder, if any, to the person or persons legally entitled thereto.
10. Substitute Trustees. Beneficiary, or any successor in ownership of any
indebtedness secured hereby, may from time to time, by instrument in writing, substitute a
successor or successors to any Trustee named herein or acting hereunder, which instrument,
executed by the Beneficiary and duly acknowledged and recorded in the Office of the Recorder
of the County of San Diego, and by otherwise complying with the provisions of California Civil
Code Section 2934a, or any successor section, shall be conclusive proof of proper substitution
of such successor Trustee or Trustees, who shall, without conveyance from the Trustee
Deed of Trust
Exhibit "D"
6
predecessor, succeed to all its title, estate, right, powers and duties. Said instrument must
contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page
where this Deed of Trust is recorded and the name and address of the new Trustee.
11. Successors Bound. That this Deed of Trust applies to, inures to the
benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors,
successors, assigns, trustees and receivers. In this Deed of Trust, whenever the context so
requires, the masculine gender includes the feminine and/or neuter, and the singular number
includes the plural.
12. Evidence of Title. That if, because of any default hereunder, or because
of the filing or contemplated filing of any legal proceedings affecting the Property, Beneficiary
deems it necessary to obtain an additional evidence of title or to cure any defect in title,
Beneficiary may procure such evidence or cure such defect, pay the cost thereof, and shall
have an immediate claim against Trustor therefor, together with a lien upon the Property for the
amount so paid, with interest at the Deferral Rate. Beneficiary is further authorized to require an
appraisal of the Property at any time that Beneficiary may reasonably request.
13. Default in Other Instruments; Bankruptcy. That default in the terms of any
other instrument securing the debt secured hereby, and/or the filing or other commencement of
any bankruptcy or insolvency proceedings including any assignment for the benefit of creditors
or other proceedings intended to liquidate or rehabilitate, by, for or against Trustor shall after
any applicable notice and cure period constitute default under this Deed of Trust.
14. Statute of Limitations. That the pleading of any statute of limitations as a
defense to any and all obligations secured by this Deed of Trust is hereby waived by the
Trustor, to the full extent permissible by law.
15. Severability. That the invalidity of any one or more covenants, phrases,
clauses, sentences, paragraphs or sections of this Deed of Trust shall not affect the remaining
portions of this Deed of Trust or any part hereof and this Deed of Trust shall be constructed as if
such invalid covenants, phrases, sentences, paragraphs or sections, if any, had not been
inserted herein.
16. Order of Application. That if the indebtedness secured hereby is now or
hereafter becomes further secured by a security agreement, deed of trust, pledge, contract of
guaranty or other additional securities, Beneficiary may to the full extent allowed by law, at its
option, exhaust any one or more of said securities as well as the security hereunder, either
concurrently or independently and in such order as it may determine, and may apply the
proceeds received upon the indebtedness secured hereby without affecting the status of, or
waiving any right to exhaust all or any other security including the security thereunder and
without waiving any breach or default in any right or power, whether exercised hereunder or
contained herein, or in any such other security.
17. Covenants of Trustor.
Deed of Trust
Exhibit "D"
7
(a) Audit by State and Federal Agencies. In the event
the Loan is subjected to audit, monitoring or other inspections by appropriate state and federal
agencies, Trustor shall comply with such inspections and pay, on behalf of itself and
Beneficiary, the full amount of the cost to the inspecting agency of such inspections (unless
such inspection and any resulting liability arises solely from the gross negligence or willful
misconduct of Beneficiary).
(b) Program Evaluation and Review Trustor shall
allow Beneficiary's authorized personnel to inspect and monitor its facilities and program
operations as they relate to the Project or the Loan Agreement, including the interview of
Trustor's staff, tenants, and other program participants, as reasonably required by Beneficiary
during the term of the Loan.
18. Default. The Trustor shall be in default under this Deed of Trust upon any
of the following events which, if not cured within the applicable cure period provided, if any, shall
constitute an event of default hereunder ("Event of Default"):
a. The failure of Trustor to pay or perform any monetary covenant or
obligation hereunder or under the terms of the Note, the Loan Agreement or any other
documents executed in connection therewith, without curing such failure within ten (10) days the
date such payment is due. Notwithstanding anything herein to the contrary, the herein
described cure period shall not apply to a failure by Trustor to timely repay the Loan at the
Maturity Date of the Note;
b. The failure of Trustor to perform any nonmonetary covenant or
obligation hereunder or under the terms of the Loan Agreement, the Note, or any other
documents executed in connection therewith, without curing such failure within thirty (30) days
after receipt of written notice of such default from Beneficiary (or from any party authorized by
Beneficiary to deliver such notice as identified by Beneficiary in writing to Trustor) specifying the
nature of the event or deficiency giving rise to the default and the action required to cure such
deficiency; provided, however, that if any default with respect to a nonmonetary obligation is
such that it cannot be cured within a 30-day period, it shall be deemed cured if Trustor
commences the cure within said 30-day period and diligently prosecutes such cure to
completion thereafter. Notwithstanding anything herein to the contrary, the herein described
notice requirements and cure periods shall not apply to any Event of Default described in
Sections 18(c) through 18(h) below;
c. The material falsity of any representation or breach of any
warranty or covenant made by Trustor under the terms of this Deed of Trust, the Note, the Loan
Agreement or any other document executed in connection therewith;
d. Trustor or any constituent member or partner, or majority
shareholder, of Trustor shall (a) apply for or consent to the appointment of a receiver, trustee,
liquidator or custodian or the like of its property, (b) fail to pay or admit in writing its inability to
pay its debts generally as they become due, (c) make a general assignment for the benefit of
creditors, (d) be adjudicated a bankrupt or insolvent or (e) commence a voluntary case under
Deed of Trust
Exhibit "D"
8
the Federal bankruptcy laws of the United States of America or file a voluntary petition that is
not withdrawn within ten (10) days of the filing thereof or answer seeking an arrangement with
creditors or an order for relief or seeking to take advantage of any insolvency law or file an
answer admitting the material allegations of a petition filed against it in any bankruptcy or
insolvency proceeding;
e. If without the application, approval or consent of Trustor, a
proceeding shall be instituted in any court of competent jurisdiction, under any law relating to
bankruptcy, in respect of Trustor or any constituent member or partner, or majority shareholder,
of Trustor, for an order for relief or an adjudication in bankruptcy, a composition or arrangement
with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or
custodian or the like of Trustor or of all or any substantial part of Trustor's assets, or other like
relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is
being contested by Trustor, in good faith, the same shall (a) result in the entry of an order for
relief or any such adjudication or appointment, or (b) continue undismissed, or pending and
unstayed, for any period of ninety (90) consecutive days;
f. Trustor shall suffer or attempt to effect a "Transfer" (as defined in
Section 33 below) other than in full compliance with the terms of this Deed of Trust (or otherwise
in violation of Section 14 or 29 of the Loan Agreement);
g. Trustor shall be in default under the CC&Rs, the Senior Financing,
any Junior Financing or Other Financing (as all these terms are defined in the Loan Agreement),
the Supportive Services Agreement (as defined in, and if applicable under, Section 7 of the
Loan Agreement) or any other secured or unsecured obligation relating to the Project, unless
the default is cured or waived within the cure period, if any, applicable thereto under the terms
of the obligation which is in default; or
h. Following completion of the construction of the Project, voluntary
cessation of the operation of the Project for a continuous period of more than thirty (30) days or
the involuntary cessation of the operation of the Project in accordance with this Deed of Trust
for a continuous period of more than sixty (60) days.
19. Acceleration. The entire principal and all accrued and unpaid interest on
the Note shall be due and payable as therein set forth; provided, however, that the entire
balance of the outstanding principal and all accrued and unpaid interest on the Note, together
with any outstanding interest and other amounts payable thereunder, shall, at the election of
Beneficiary and upon notice to Trustor thereof (except in the case of default described in
Section 18 (c) or (d) , in which case no notice shall be required), become immediately due and
payable upon any Event of Default as set forth in the Note, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by Trustor.
20. Breach by Trustor, Cure by Beneficiary or Trustee. In the event of
Trustor's failure to comply with any or all of the promises and agreements set forth in this Deed
of Trust or to make any payment or to do any act as provided in this Deed of Trust, then
Deed of Trust
Exhibit "D"
9
Beneficiary or Trustee, but without obligation to do so and without notice to or demand upon
Trustor and without releasing Trustor from any obligation hereof, may make or do the same in
such manner and to such extent as either in its sole judgment may deem necessary to protect
the security hereof (including, without limitation, to procure insurance and pay the premiums
therefor; to pay unpaid water rents, sewer service charges, and other governmental or municipal
charges and rates, and all or any part of the unpaid taxes, assessments, and reassessments, if
in its judgment the same are just and valid; to pay the cost of appraisals, reappraisals, and
extensions of title; to enter or have its agents enter upon the Property whenever reasonably
necessary for the purpose of inspecting the Property or making repairs or installations as it
deems necessary to preserve the Property or to protect the same from vandalism, without
thereby becoming liable as a trespasser or mortgagee or beneficiary in possession, and to pay
for such repairs and installations). Beneficiary and Trustee are hereby authorized to enter upon
the Property for such purposes; to appear in and defend any action or proceeding purporting to
affect the security hereof or the rights or powers of Beneficiary or Trustee; to pay, purchase,
contest or compromise any encumbrance, charge or lien which in the judgment of either
appears to be prior or superior hereto; and, in exercising any such powers, to pay necessary
expenses, employ counsel of its choice and pay the reasonable fees of such counsel. Trustor
agrees to pay immediately and without demand all sums so expended by Beneficiary or Trust-
ee, with interest from the date of expenditure at the amount allowed by law in effect at the date
hereof, and that Beneficiary shall have a lien upon the Property for the sums so expended and
such interest thereon.
21. Security Agreement. That all property covered by this Deed of Trust be
deemed to constitute real property or interests in real property to the maximum extent permitted
under applicable law. To the extent that any tangible property, equipment or other property
covered by this Deed of Trust constitutes personal property, such personal property shall
constitute additional security. This Deed of Trust shall create in Beneficiary a security interest in
such personal property and shall in respect thereof constitute a security agreement (the
"Security Agreement"). Beneficiary shall be entitled to all of the rights and remedies in respect
of any personal property included in the Property covered by this Deed of Trust afforded a
secured party under the Uniform Commercial Code and other applicable law. At Beneficiary's
request Trustor will at any time and from time to time furnish Beneficiary for filing financing
statements signed by Trustor in form satisfactory to Beneficiary. Trustor acknowledges and
agrees that thirty (30) days' notice as to the time, place and date of any proposed sale of any
personal property shall be deemed reasonable for all purposes. Trustor agrees that the
Security Agreement created hereby shall survive the termination or reconveyance of this Deed
of Trust unless Beneficiary executes documentation expressly terminating the Security
Agreement.
22. Assumption of Liability. Except as provided in Section 33, the assumption
of liability for the payment of the indebtedness hereby secured, by any successor in interest to
Trustor in the Property (in the event Beneficiary elects not to accelerate the repayment of the
Loan pursuant to any transfer or disposition of the Property by operation of law or otherwise)
shall not release Trustor from any liability Trustor has hereunder or under the other Loan
Documents for the payment of such indebtedness or any sums advanced under and secured by
this Deed of Trust. Any forbearance or indulgence of Beneficiary, or extensions of time for the
Deed of Trust
Exhibit "D"
10
payment of all or any part of the indebtedness secured hereby, or the release of a part of the
Property from the lien of this Deed of Trust, for, or without, payment of a consideration, shall not
in any manner diminish or reduce the liability of Trustor (subject to the nonrecourse provisions
of Section 27) for the payment of the indebtedness now or hereafter secured hereby; and that
any payments made upon the said indebtedness shall be deemed to have been made on behalf
and for the benefit of all parties obligated to pay the same. The acceptance of payments in
excess of the installments provided to be paid upon the Note or the consideration paid for any
such release shall not alter or diminish the obligation of Trustor to thereafter make payments in
the amounts and on the dates provided therein, until the same are fully paid.
23. Future Advances. That upon the request of the Trustor or its successor in
ownership of the Property, Beneficiary may, at its option, at any time before full payment of the
Note secured hereby, make further advances to the Trustor or its successors in ownership, and
the same, with interest and late charges as permitted by law, shall be secured by this Deed of
Trust; and provided further that if Beneficiary, at its option, shall make a further advance or
advances as aforesaid, the Trustor or its successors in ownership agree to execute and deliver
to Beneficiary a note to evidence the same, payable on or before the maturity of the
indebtedness under the Note secured hereby and bearing such other terms as Beneficiary shall
require.
Trustor further acknowledges and agrees: that this Deed of Trust is intended to,
and shall, secure not only the original indebtedness under the Note, but any and all future
advances made by Beneficiary to Trustor; that this Deed of Trust shall secure any unpaid
balances of advances made with respect to the Property; that Beneficiary shall have the benefit
of all statutes now existing or henceforth enacted to assure repayment of any such future
advances plus interest thereon; that to secure the payment of said original indebtedness and
future advances Beneficiary shall also have a lien upon all other personal property and
securities now or hereafter in its possession belonging to Trustor; that all rights, powers and
remedies conferred upon Beneficiary herein are in addition to each and every other right which
Beneficiary has hereunder; that all rights, powers and remedies conferred upon Beneficiary in
equity or by law may be enforced concurrently therewith; that Beneficiary shall be subrogated to
the rights and seniority of any prior lien paid or released by reason of the application thereon of
any of the proceeds hereof, and that each and all of the covenants, agreements, and provisions
hereof shall bind the respective heirs, executors, administrators, successors, and assigns of
Trustor and Beneficiary herein, and all others who subsequently acquire any right, title, or
interest in the Property, or to this Deed of Trust and the indebtedness secured hereby.
24. Captions. That the captions of the sections of this Deed of Trust are for
convenience only and shall not be considered in resolving questions of interpretation or
construction.
25. Estoppel Certificates. That Trustor shall from time to time at Beneficiary's
request furnish Beneficiary or any person designated by Beneficiary, a certified statement in
form reasonably satisfactory to Beneficiary confirming as of the date of the certificate the unpaid
principal balance and accrued interest on the Note and stating that Trustor is not in default
hereunder (or describing any default), and stating that Trustor has no defense, right of set off or
Deed of Trust
Exhibit "D"
11
counterclaim in the payment of the indebtedness, or any part thereof, or the observance or
performance of any obligation (or describing any such defense, set off or counterclaim). Any
purchaser or assignee of the Note or this Deed of Trust or any interest therein may rely on such
certificate.
26. Books and Records. That Trustor and all subsequent owners of the
Property, if any, shall keep and maintain full and correct books and records showing in detail the
earnings and expenses of the Property and shall permit Beneficiary at no expense to Trustor or
its representatives to examine such books and records and all supporting data and vouchers,
from time to time at reasonable times, on request, at Trustor's offices or at another mutually
agreed upon location.
27. Obligation Nonrecourse. Except to the extent any Event of Default
hereunder results directly or indirectly from any fraud or intentional and material
misrepresentation by Borrower in connection with the Loan, the Loan is a nonrecourse
obligation of Trustor and in the event of the occurrence of an Event of Default, Beneficiary's only
recourse under this Deed of Trust shall be against the Property, the proceeds thereof, the rents
and other income arising from its use and occupancy as provided in the Deed of Trust, and any
other collateral given to Beneficiary as security for repayment of the Loan.
28. Fixture Filing. This Deed of Trust is also a fixture filing with respect to the
personal property which is or is to become fixtures on the Property, and is to be recorded in the
real property records ofSan Diego County, California.
29. Assignment of Rents. All of the existing and future rents, royalties,
income, and profits of the Property that arise from its use or occupancy are hereby absolutely
and presently assigned to Beneficiary. However, until Trustor is in default under this Deed of
Trust, Trustor will have a license to collect and receive those rents, royalties, income and profits.
Upon any Event of Default by Trustor, Beneficiary may terminate Trustor's license in its
discretion, at any time, without notice to Trustor, and may thereafter collect the rents, royalties,
income and profits itself or by an agent or receiver. No action taken by Beneficiary to collect
any rents, royalties, income or profits will make Beneficiary a "mortgagee -in -possession" of the
Property, unless Beneficiary personally or by agent enters into actual possession of the
Property. Possession by a court -appointed receiver will not be considered possession by
Beneficiary. All rents, royalties, income and profits collected by Beneficiary or a receiver will be
applied first to pay all expenses of collection, and then to the payment of all costs of operation
and management of the Property, and then to the payment of the indebtedness and obligations
secured by the Deed of Trust in whatever order Beneficiary directs in its absolute discretion and
without regard to the adequacy of its security. If required by Beneficiary, each lease or
occupancy agreement affecting any of the Property must provide, in a manner approved by
Beneficiary, that the tenant will recognize as its lessor any person succeeding to the interest of
Trustor upon any foreclosure of this Deed of Trust. The expenses (including receivers' fees, if
any, compensation to any agent appointed by Beneficiary, counsel fees, costs and compen-
sation to any agent appointed by Beneficiary, and disbursements) incurred in taking possession
and making such collection, shall be deemed a portion of the expense of this trust. The entering
upon and taking possession of the Property, and/or the collection of such rents, issues and
Deed of Trust
Exhibit "D"
12
profits and the application thereof as aforesaid, shall not cure or waive any default or notice of
default hereunder or invalidate any act done pursuant to such notice. Beneficiary may exercise
any one or more of the remedies in this section without waiving its right to exercise any such
remedies again or for the first time in the future. The foregoing shall be subject to the provisions
of applicable law.
30. Applicable Law. This Deed of Trust shall be governed by, and construed
in accordance with, the laws of the State of California.
31. Approvals. Except with respect to those matters set forth hereinabove
providing for the Beneficiary's approval, consent or determination to be at the Beneficiary's "sole
discretion" or "sole and absolute discretion," the Beneficiary hereby agrees to act reasonably
with regard to any approval, consent, or other determination given by the Beneficiary hereunder.
The Beneficiary agrees to give Trustor written notice of its approval or disapproval following
submission of items to the Beneficiary for approval, including, in the case of any disapproved
item, the reasons for such disapproval. Any consent to a transfer under Section 33 of this Deed
of Trust, and any other consent or approval by Beneficiary under this Deed of Trust or any of the
other Loan Documents, may be given by Beneficiary's Executive Director without action of
Beneficiary's governing board unless the Executive Director in his or her sole discretion elects
to refer the matter to the board.
32. Good Faith and Fair Dealing. The Beneficiary and Trustor agree to
perform all of their obligations and the actions required of each hereunder in good faith and in
accordance with fair dealing.
33. Assignment of Interest.
a. Without the prior written approval of the Beneficiary, which
approval the Beneficiary may withhold in its sole and absolute discretion, Trustor shall not (i)
sell, encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its
interest in the Property or the Project (excluding tenant leases pursuant to the terms of the Loan
Agreement), (ii) permit the Transfer of greater than 49% of its ownership and/or control, in the
aggregate, taking all transfers into account on a cumulative basis, or (iii) Transfer any of its
rights or obligations under the Loan Documents. Notwithstanding the foregoing, Beneficiary
consents to the events described in the last paragraph of Section 14.0 of the Loan Agreement
without Trustor obtaining any further consent of Beneficiary. Trustor hereby agrees that any
purported Transfer not approved by the Beneficiary as required herein shall be ipso facto null
and void, and no voluntary or involuntary successor to any interest of Trustor under such a
proscribed Transfer shall acquire any rights pursuant to the Loan Agreement or this Deed of
Trust.
b. At any time Trustor desires to effect a Transfer hereunder, Trustor
shall notify the Beneficiary in writing (the "Transfer Notice") and shall submit to the Beneficiary
for its prior written approval (i) all proposed agreements and documents (collectively, the
"Transfer Documents") memorializing, facilitating, evidencing and/or relating to the
circumstances surrounding such proposed Transfer, and (ii) a certificate setting forth
Deed of Trust
Exhibit "D"
13
representations and warranties by Trustor and the proposed transferee to the Beneficiary
sufficient to establish and ensure that all requirements of this Section 33 have been and will be
met. No Transfer Documents shall be approved by the Beneficiary unless they expressly
provide for the assumption by the proposed transferee of all of Trustor's obligations under the
Loan Documents. The Transfer Notice shall include a request that the Beneficiary consent to
the proposed Transfer and shall also include a request that Trustor be released from further
obligations under the Loan Documents. The Beneficiary agrees to make its decision on
Trustor's request for consent to such Transfer, as promptly as possible, and, in any event, not
later than thirty (30) days after the Beneficiary receives the last of the items required by this
Section 33. In the event the Beneficiary consents to a proposed Transfer, then such Transfer
shall not be effective unless and until the Beneficiary receives copies of all executed and
binding Transfer Documents which Transfer Documents shall conform with the proposed
Transfer Documents originally submitted by Trustor to the Beneficiary. From and after the
effective date of any such Transfer, Trustor shall be released from its obligations under this
Deed of Trust and the other Loan Documents accruing subsequent to such effective date.
c. Notwithstanding anything in this Deed of Trust to the contrary,
Trustor agrees that it shall not be permitted to make any Transfer, whether or not the
Beneficiary consent is required therefor and even if the Beneficiary has consented thereto, if
there exists an Event of Default under this Deed of Trust at the time the Transfer Notice is
tendered to the Beneficiary or at any time thereafter until such Transfer is to be effective.
d. The provisions of this Section 33 shall apply to each successive
Transfer and proposed transferee in the same manner as initially applicable to Trustor under the
terms set forth herein.
Deed of Trust
Exhibit "D"
14
IN WITNESS WHEREOF, the undersigned have executed this Deed of Trust as of the date first
above written.
TRUSTOR:
CASA FAMILIAR, INC.,
a Califoj is non-profit p
B
Andrea Skorepa
Its: President/CEO
benefit corporation
BENEFICIARY:
CITY OF NATIONAL CITY,
a public orporate and politic
By:
RON MORRISON, Mayor
City Attorney
By:
7J
'aC
George H. Eiser III, Legal Counsel
Deed of Trust
Exhibit "D"
15
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of Calr'for a )
County of
Jd/2lP jd ) / / `
On _ _ b,I f before me, V /U n,] P Ij/u>
appear d r r€PA, I , who' foroved6to me on the
satisfactory evidence to bt the personfa1 whose na(,sI' is/are
withi instrument and acknowledged to me that he they xecuted the same in
his/ e /their authorized capacity�j, and that .y his/ their signature,.er
on t e instrument the person(,a1', or the entity upon behalf of which the
person J1 acted, executed the instrument.
AMY BOYD
COMM. # 1805792 z
NOTARY mimic - CAUFORNIA
SAN moo COUNTY
My Comm. Expires July 3,2012
, personally
basis of
subscribed to the
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my Rand
Signature Fdotary
and
official seal.
Public Place Notary Seal Above
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California )
County of cx !1 r> ; 4_cy-, )
On :� 5%G' before me,
appeared tY) ille Y 1^%5-e-4
satisfactory evidence to be the
V f fl , Cr'C LCIt , IU I
, who proved to die
person1.$) whose name..s-
the within instrument and acknowledged to me that he// -,hey executed the
same in his/ja.er/.heir authorized capacity LiaA), and that by his/her/Lbeir
signatureL.s.) on the instrument the person(s-}, or the entity upon behalf of
which the person (50- acted, executed the instrument.
ru Yj (; c , personally
on the basis of
is/ape-subscribed to
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.
Signature of Notary Public Place Notary Seal Above
Deed of Trust
Exhibit "D"
16
lb
ATTACHMENT 1
SITE LEGAL DESCRIPTION
Legal Description of 1111 D Avenue & 1101-1119E Avenue, National City, CA
Parcel 1 - Lot 12 and the North Half of Lot 13 of Jennie H. Hobson Subdivision,
according to Map Thereof No. 1887. Filed in the Office of the County Recorder of San
Diego County, February 26, 1926. Excepting the East 10 Feet Thereof.
APN 556-560-12-00 (more commonly known as 1111 D Avenue)
Parcel 2 - 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 556-560-37-0000 (more commonly known as 1101-1119 E Avenue)
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 California 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 Government 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, 18th 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. Dalla City Clerk
APPROVED AS TO FORM:
George K. Eiser, Ill
City Attorney
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 COMMUNt"I'Ii;.S
DEVELOPMENT AUTHORITY REVENUE BONDS IN AN AMOUNT NOT TO EXCEED
S1,250,000 IN CONNECTION WITH THE CASA FAMILIAR, INCORPORATED ACQUISITION
AND REHABILITATION PROJECT
PREPARED BY
Alfredo Yharra (Ext. 4279)
DEPARTMENT
Community Development Department, Housing and
Grants Division
EXPLANATION
Pursuant to Section 147(d) of the Internal Revenue Code and Section 6586.5 of the California 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 1111 i) Avenue, National City, California
91950 (the "D Avenue Project") to he 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 E Avenue, National City, California 91950 (the "E Street Project") Io be owned and
operated by the Borrower.
Environmental Review N/A
Financial Statement
There is no lisc:al 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)
Recording Requested By:
FIRST AMERICAN TITLE
National Commercial Services
NO CHARGE ON THIS DOCUMENT
PER CALIFORNIA GOVERNMENT
CODE SECTION 6103 41
Recording Requested By
And When Recorded Mail To:
City of National City
1243 National City Boulevard
National City, CA 91950-4397
DOC # 01 0-0044565
1 IIIII01 ��� 010 IIIII 11011011110IIIII � 111IIIII IIII IIIII IIII ����
JAN 28, 2010 8:00 AM
OFFICIAL RECORDS
SAN DIEGO COUNTY RECORDER'S OFFICE
DAVID L. BUTLER, COUNTY RECORDER
FEES: 0.00 WAYS: 3
PAGES: 4
111111IIIIInlllulllIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIInlllNllill
3-/1S9U
AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING
THIS AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING ("Amendment") is dated as of this 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 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, Assignment of
Rents, Security Agreement and Fixture Filing dated August 25, 2008, and recorded in the Office of
the Recorder of San Diego County on August 28, 2008, as file number 2008-0463012 (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 loan in the amount of One Hundred Eighty -Two Thousand Four
Hundred Sixty -Six and No/100 Dollars ($182,466.00) obtained from the Beneficiary. The
Beneficiary has agreed to increase the loan to an amount up to One Million One Hundred Ten
Thousand Three Hundred Forty -Seven and No/100 Dollars ($1,110,347.00). 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 toamend 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:
1. Restatement of Recital A. Recital A of the Deed of Trust is amended and restated in its
entirety to provide as follows:
A. Beneficiary is making a loan to Trustor in the original principal amount of
One Million One Hundred Ten Thousand Three Hundred Twenty -Seven and No/100
Dollars ($1,110,327.00) (the "Loan") pursuant to that certain HOME Program Loan
Agreement (2008-02) entered into by Trustor and Beneficiary, and amended by that
F:\CLIENTS\National City\I 101 D Street (Casa Familiar)\City Loan Increase (HOME)\Final\Deed of Trust Amendment (HOME).doc
R
8477
certain Amendment to HOME Program Loan Agreement (2008-02), dated November
9, 2009 (collectively with any and all amendments thereto, the "Loan Agreement").
The Loan is evidenced by that certain Promissory Note (HOME Fund Project No.
008-02), executed by Trustor and amended by that certain Amendment to Promissory
Note (HOME Fund Project No. 008-02), dated November 9, 2009 (collectively with
any and all amendments thereto, the "Note") in the principal amount of the Loan.
2. 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.
3. 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.
4. 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 4 4/
Andrea Skorepa, Presid t and CEO
BENEFICIARY:
City of National City
By:
on Morrison, Mayor
APPROVED AS TO FORM:
George H. Eiser, City Attorney
E:\CLIENTS\National City 11101 D Street (Casa Familiar)\City Loan Increase (HOME)\Final\Deed of Trust Amendment (HOME).doc
ACKNOWLEDGMENT
State of California
County of San Diego
8478
On Dtemhtf /4 , 2009, before me, Mie k *nip* 4,13W & -personally appeared,
APIP� a�at who proved to me on the basis of tisfactory evidence to be the
person( whose name(p)Oare subscribed to the within instrument and acknowledged to me that
h;r r hey executed the same in hi f' 'i heir authorized capacity(46), and that by his&their
signature(0) on the instrument the person(0), or the entity on behalf of which the persons) 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.
Signature /
4/# eiedead
MICHAEL R. FREEDMAN
Commission # 1846675
Notary Public - California
San Diego County
Comm. Expires Apr 30, 2013
(Seal)
E:ACLIENTS\National City11101 D Street (Casa Familiar)ACity Loan Increase (HOME)AFinal\Deed of Trust Amendment (HOME).doc
r
8479
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California
County of SAN DMZ 0
On Gis.IJUilP(
public, personally appeared
}§
20 t0 , before me, amigt, .m5 A Ntj5u'-1
j'o u Mo,Q.\SOJ
a notary
Name(s) of Signer(s)
proved to me on the basis of satisfactory evidence to be the personK whose name,K isfer-e subscribed to
the within instrument and acknowledged to me that hefslte, 1 ey executed the same in his4ter4Eheif
authorized capacityii., and that by hisAiekl it signatur on the instrument the persot or the entity
upon behalf of which the persoi.sfacted, 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.
.t^- CHAA RNI J%1COMM.#1755224 m Wiry wwo.caame,
n
U.1 iil SANMOCOMITY -
_
MY EP:Aih3.To11 f
Place Notary Seal above
*************************************************************t********
OPTIONAL
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(s)
Signer's Name(s)
Individual Husband and Wife
Corporate Officer-Title(s)
Partner- Limited General
Auttorney-in-Fact
Trustee
Guardian or Consecrator
Other
Signer(s) is/are representing