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HomeMy WebLinkAboutD-1922 1963 DeVaul Ranch Dr. SLO, County of SLO Recorded 08/10/2012RECORDr G REQUESTED BY: FLRST AJIERIC_AN TITLE C0_N PkN-y WHEN RECORDED RETURN TO: City of San Luis Obispo 990 Palm Street San Luis Obispo, Ca. 93401 Attn: City Clerk The undersigned declare that there is no documentary transfer tax on this matter. JULIE RODftLD San Luis Obisl unty— Clerk►Recorder Recorded at the request of First American Title Company D o C#: 2012044674 Arles: 4 Pages: MUELARDE 8/1012012 8:00 AM 19 Fees 0.00 Taxes 0.00 Others 0.00 PAID $0.00 Recorded for the Benefit of the City of San Luis Obispo at No Fee Under . Section 27383 of the Government Code PURCHASE MONEY DEED OF TRUST, DEED OF TRUST COVENANTS, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS PURCHASE MONEY DEED OF TRUST, DEED OF TRUST COVENANTS; ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Deed of Trust ") is made as of this 3rd day of 8/2012 , by Janet Mease ( "Trustor "), the buyer of the real property described herein below, whose address is: 1963 DeVaul Ranch Drive, San Luis Obispo, California To First American Title ( "Trustee ") in favor of the CITY OF SAN LUIS OBISPO, a municipal corporation, whose address is 990 Palm Street, San Luis Obispo, California 93401 ( "Beneficiary"). WHEREAS, on May 28, 2002, Beneficiary and LOVR -SLO, LLC entered into an Affordable Housing Agreement ( "Affordability Agreement ") to implement Council Resolution No. 9169 (2001 Series), approving the Rancho Obispo residential development; and WHEREAS, to implement said Affordable Housing Agreement, Beneficiary and Trustor entered into that certain Promissory Note ( "Note ") dated 08/03/2012 pursuant to which Trustor agreed to certain restrictions on the sale or transfer of that certain real property located in the County of San Luis Obispo, State of California, which is further described in Exhibit A (the "Real Property "); and WHEREAS, Beneficiary and Trustor desire to ensure that the Real Property remain affordable to moderate income persons for a period of not less than 45 years following the property�'s initial date of sale, pursuant to the Affordable Housing Agreement. NOW, THEREFORE, THIS DEED OF TRUST WITNESSF.TH: Trustor, in consideration of the indebtedness referred to below and the trust herein created, irrevocably grants, conveys, transfers and assigns to Trustee, and its successors and assigns, in 9zz Deed of Trust Page 2 trust, power of sale and right of entry and possession, all of Trustor's estate, right, title and interest in, to and under the Real Property; TOGETHER WITH all structures and improvements .now existing or hereafter erected on the Real Property, all easements, rights and appurtenances thereto or used in connection therewith, all rents, royalties, issues, profits, revenues, income and other benefits thereof or arising from the use or enjoyment of all or any portion thereof (subject, however, to the right, power and authority given herein to Trustor to collect and apply such rents, royalties, issues, profits, revenues, income and other benefits prior to an Event of Default hereunder), all interests in and rights, royalties and profits in connection with all minerals, oil and gas and other hydrocarbon substances thereon or therein, development rights or credits, air rights, water, water rights (whether riparian, appropriative or otherwise and whether or not appurtenant) and water stock, all intangible property and rights relating to the Real Property or the operation thereof or used in connection therewith, including, without limitation, trade names and trademarks and all furniture and fixtures, now or hereafter located in, or on, or attached or affixed to, or used or intended to be used in connection with, the Real Property, including, but without limitation, all heating, lighting, laundry, incinerating, gas, electric and power equipment, pipes, plumbing, fire prevention and fire extinguishing, refrigerating, ventilating and communication apparatus, air cooling and air conditioning apparatus, shades, awnings, blinds, curtains, drapes, attached floor coverings, including rugs and carpeting and other installed appliances, attached cabinets, trees; plants and other items of landscaping, shall, to the fullest extent permitted by law and for the purposes of this Deed of Trust, be deemed to be part and parcel of, and appropriated to the use of, the Real. Property and, whether or not affixed or annexed thereto, be deemed conclusively to be real property and conveyed by this Deed of Trust, and Trustor agrees to execute and deliver, from time to time, such further instruments and documents as may be required. by Beneficiary to confinn the lien of this Deed of Trust on any of the foregoing; TOGETHER WITH all of the estate, interest, right, title, other claim or demand which Trustor now has or may hereafter acquire in any and all awards made for the taking by eminent domain, or by any proceeding or purchase in lieu thereof, of the whole or any part of the Property (as hereinafter defined), including, without limitation, any awards resulting from a change of grade of streets and awards for severance damages; TOGETHER WITH all of the estate, interest, right, title and other claim or demand which Trustor now has or may hereafter acquire with respect to the unearned premiums accrued, accruing or to accrue and the proceeds of insurance in effect with respect to all or any part of the foregoing. All of the foregoing property referred to in this Deed of Trust, together with the Real Property, is herein referred to as the "Property." ARTICLE 1. PURPOSE AND CONSIDERATION. This trust deed is established for the purpose of securing, in such order of priority as Beneficiary may elect: (a) The repayment of the indebtedness evidenced by Trustor's Promissory Note (the "Note ") of even date herewith payable to the order of Beneficiary, in the principal sum of Deed of Trust Page 3 Dollars ($62,500) ( "Principal "), and any and all late charges, interest costs or fees required thereunder and all extensions, renewals, modifications, amendments and replacements thereof The amount of the Note is the monetary difference between said property's initial sales price, as allowed by the City's Affordable Housing Standards and its initial market value, as specified in the Note. (b) The payment of all other sums which may be advanced by or otherwise be due to Trustee or Beneficiary under any provision of this Deed of Trust with interest (if any) thereon at the rate provided. herein or therein. (c) Performance of all covenants of Trustor made in this Deed of Trust (d) Compliance with all Restrictions as set forth in Article 2 of the Affordable Housing Agreement and this Deed of Trust. ARTICLE 2. TRUSTOR RESTRICTIONS. To protect the security of this Deed of Trust, Trustor and Trustee hereby covenant and agree as follows: SECTION 2.01. Restrictions on Use and Occupancy. The Real Property shall be used solely for owner- occupied housing and occupied solely by moderate income households, as defined in the Affordable Housing Agreement, the terms and restrictions of which are incorporated by this reference as if fully set forth herein. SECTION 2.02. Restrictions on Sale. The Real Property shall be sold or otherwise transferred only to eligible households, as defined herein, or to the City, its Housing Authority, or to a non- profit housing agency designated by City. Sales prices shall be based on and consistent with the Affordable Housing Standards published by the City's Community .Development Department. SECTION 2.03. Terra of Use, Occupancy and Sale Restrictions. Trustor agrees that the above restrictions to the use, occupancy and sale of the Real Property shall reinain in effect for a period of not .less than forty five (45) years from the date of the property's initial sale, or until July 20, 2057. Further, Trustor agrees that all future grant deeds for or transfers of interest in the properties shall contain a restriction providing that for the period of time specified in this deed of trust, there shall be no sale, lease, rental, or other transfer of the properties except for the sale to and occupation by eligible moderate income households. Any sale, lease, rental, or other transfer of the property in violation of this Agreement shall be void, as provided below. SECTION 2..04. Determination of Eligibility. Trustor and Trustee agree to retain the Housing Authority of the City of San Luis Obispo, or other qualified entity acceptable to the City, to determine whether prospective buyers qualify as eligible households as defined in the Affordable Housing Standards. SECTION 2.05. Covenants Binding. These affordability requirements shall be covenants running with the land as defined in California Civil Code Section. 1460, and shall apply to the Deed of Trust Page 4 Real Property as further described on Exhibit A. Pursuant to Civil Code Section 1468, which governs such covenants, the provisions of this Agreement shall be binding upon all parties having any right, title, or interest in any of the properties described herein, or any portion thereof and on their heirs, successors in interest and assigns for a period of 45 years from the initial date of sale of the property. The parties agree that all future deeds or transfers of interest regarding the properties shall show the restrictions of this Agreement for as long as the Agreement is in effect. SECTION 2.06. First Right of Refusal. Upon resale, Trustor and Trustee agree that the City or the Housing Authority of the City of San Luis Obispo shall have the first right of refusal to purchase the property or properties at the then current appraised value, as further described in the Note.. SECTION 2.07. Performance of Obligations Secured. Trustor shall promptly pay when due the indebtedness evidenced by the Note and any late charges, costs and/or fees provided for in the Note and shall further perform fully and in a timely manner all other obligations of Trustor contained herein or in the Note. ARTICLE 3 — INSURANCE REQUIREMENTS SECTION 3.01. Trustor shall keep the Property and all improvements thereon insured against loss or damage by fire with extended all -risk coverage clauses, including vandalism and malicious mischief clauses, in an amount not less than one hundred percent (100 %) of the full replacement cost of such improvements with a company or companies and in such form and with such endorsements as may be approved or required by Beneficiary. SECTION 3.02. Trustor shall also maintain in full force and effect a policy of homeowners' general liability insurance insuring Trustor against liability for bodily injury, property damage And personal injury arising out of the operation, use or occupancy of the Property. The initial amount of such insurance shall be One Hundred Thousand Dollars ($100,000.00) per occurrence and not in the aggregate and shall be subject to periodic increase based upon increased liability awards or the reasonable recommendation of Trustor's professional insurance advisor. Trustor shall name Beneficiary as an additional insured under such policy. Such insurance shall be primary with respect to any insurance maintained by Beneficiary and shall not call on Beneficiary's insurance for contributions. SECTION 3.03. Trustor shall pay all premiums for the insurance policies required to be maintained under this Deed of Trust within fifteen (15) days after Trustor's receipt of a copy of the premium statement or other evidence of the amount due. At least thirty (30) days prior to the expiration of such policy, Trustor shall. deliver to Beneficiary a renewal of such policy. SECTION 3.04. Any insurance which Trustor is required to maintain under this Deed of Trust shall include a provision requiring that the insurance carrier give Beneficiary not less than thirty (30) days written notice prior to any cancellation or modification of such coverage.. If Trustor (i) fails to deliver any policy or renewal to Beneficiary required under this Deed of Trust within the 4 Deed of Trust Page 5 prescribed time period or (ii) if any such policy is canceled or modified to reduce the amount or type of coverage without Beneficiary's consent and no substituted comparable coverage is obtained by Trustor prior to such cancellation or modification, Beneficiary may obtain such insurance. In such case, Trustor shall reimburse Beneficiary for the cost of such insurance within fifteen (15) days after receipt of a statement that indicates the cost of such insurance and upon proof that Beneficiary has paid said statement. SECTION 3.05. Trustor shall maintain all insurance required under this Deed of Trust with companies holding a "general policy rating" of A -8 or better, as set forth in the most current issue of 'Best Key hating. Guide." Trustor acknowledges that the insurance described in this Section is for the primary benefit of Beneficiary. Beneficiary makes no representation as to the adequacy of such insurance to protect. Trustor's or Beneficiary's interests. Therefore, Trustor shall obtain any additional property or liability insurance that Trustor deems necessary to protect Beneficiary and Trustor, in the exercise of reasonable judgment. SECTION 3.06. Notwithstanding anything to the contrary contained herein, Trustor's obligation to carry the insurance provided for herein may be brought within the coverage of a so- called blanket policy or policies of insurance carried and maintained by Trustor; provided, however, that Beneficiary shall be named as an additional insured thereunder and that the coverage afforded Beneficiary will not be reduced or diminished by reason of the use of such blanket policy of insurance and provided further that the requirements set forth herein are otherwise satisfied. SECTION 3.07. All of the above - mentioned insurance policies or certificates of insurance must be satisfactory to Beneficiary. Beneficiary shall not by the fact of approving, disapproving, accepting, preventing, obtaining or failing to obtain any insurance, incur any liability for or with respect to the amount of insurance carried, the form or legal sufficiency of insurance contracts, insolvency of insurance companies or payment or defense of lawsuits and Trustor hereby expressly assumes full responsibility therefor and all liability, if any, with respect thereto. SECTION 3.08. Condemnation and Insurance Proceeds. SUBSECTION 3.08(a). 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 entry onto the Property is hereby assigned and shall be paid to Beneficiary 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 this Deed of Trust for the disposition of proceeds of fire or other insurance. SUBSECTION 3.08(b). Any insurance proceeds or awards in connection with any casualty or damage or injury to the Property covered by insurance ( "Insurance Proceeds ") are hereby assigned to Beneficiary to be held and applied by Beneficiary in the manner hereinafter provided. Beneficiary may, at its option, and at its own expense, appear in and prosecute in its own naive 0 0 Deed of Trust Page 6 any action or proceeding to enforce any cause of action for such Insurance Proceeds. All Insurance Proceeds shall 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 amo,mit 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 notice. SUBSBOTION 3.08(c). Trustor, immediately upon obtaining knowledge of the institution of any proceedings relating to condernnation or other taking of or damage or injury to the Property or any portion thereof, or knowledge of any casualty damage to the Property or damage in any other manner, shall immediately notify Beneficiary in writing. Beneficiary may participate, at its own expense, in any such proceedings and may join Trustor in adjusting any loss covered by insurance. ARTICLE 4. TAXES, LIENS AND OTHER ITEMS. Trustor shall pay, when due, all taxes, bonds, assessments, fees, liens (including prior trust deed liens), charges, fines, impositions and any and all other items which are attributable to or affect the Property and which may attain a priority over this Deed of Trust or the indebtedness or evidence of indebtedness secured hereby, by making payment prior to delinquency directly to the payee thereof. Trustor may initiate proceedings to contest any such taxes, bonds, assessments, fees, liens, charges, fines, impositions or other items so long as Trustor takes steps to ensure that Beneficiary's security is not threatened in any manner. Trustor shall pay all costs of the proceedings, including any costs or fees incurred by Beneficiary. Upon the final determination of any proceeding or contest, Trustor shall immediately pay the amounts due, together with all costs, charges, interest and penalties incidental to the proceedings. ARTICLE 5. RENTS AND PROFITS. Trustor acknowledges and agrees that the Property shall at all times be occupied by the Trustor as the Trustor' s primary residence and shall not be leased or rented during the term of the Note, Deed of Trust and Affordable Housing Agreement. Notwithstanding the foregoing, any rents, royalties, issues, profits, revenue, income and other benefits of the Property arising from the use and enjoyment of all or any portion thereof or from any lease or agreement pertaining thereto (the "Rents and Profits "), whether now due, past due, or to become due, and including all prepaid rents and security deposits, are hereby absolutely, presently and unconditionally assigned, transferred, conveyed and set over to .Beneficiary to be applied by Beneficiary in the payment of the principal and all other sums payable on the Note and of all other sums payable under this Deed of Trust. It is understood and agreed that neither the foregoing assignment of Rents and Profits to Beneficiary nor the exercise by Beneficiary of any of its rights or remedies under Article 5 hereof shall be deemed to defeat the owner- occupied restriction set forth in the Agreement or to make Beneficiary a mortgagee -in- possession or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Beneficiary, in person or by agent, assumes actual possession thereof. Further, the appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property or any part thereof by such receiver, shall not be deemed to make 6 Deed of Trust Page 7 Beneficiary a mortgagee -in- possession or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion thereof. ARTICLE 6. PRESERVATION AND MAINTENANCE OF PROPERTY. Trustor shall keep the Property and every part thereof in good condition and repair and shall not permit or commit any waste, impairment or deterioration of the Property nor commit, suffer or permit any act upon or use of the Property in violation of law or applicable order of any governmental authority, whether now existing or hereafter enacted and whether foreseen or unforeseen, including, without limitation, violation of any zoning, building or environmental protection statutes, ordinances, regulations, orders and restrictions or in violation of any covenants, conditions or restrictions affecting the Property or bring or keep any article upon any of the Property or cause or permit any condition to exist thereon which would be prohibited by or could invalidate any insurance coverage maintained or required hereunder to be maintained by Trustor on or with respect to any part of the Property and further shall do all other acts which from the character or use of the Property may be reasonably necessary to protect the security hereof, the specific enumerations herein not excluding the general. Trustor shall completely restore and repair promptly and in a good and workmanlike manner any building, structure or improvement thereon which may be damaged or destroyed and pay, when due, all claims for labor performed and materials furnished therefor, whether or not insurance or other proceeds are available to cover, in whole or in part, the costs of any such restoration or repair. Trustor shall notify Beneficiary immediately in writing of any damage to the Property in excess of Ten Thousand Dollars ($10,000.00). ARTICLE 7. PROTECTION OF SECURITY: COSTS AND EXPENSES: Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee and shall pay all reasonable costs and expenses, including, without limitation, costs of evidence of title and reasonable attorney's fees, 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 or to enforce or establish any other rights or remedies of Beneficiary hereunder. If Trustor fails to perform any of the covenants or agreements in this Deed of Trust or if any action. or proceeding is commenced which affects Beneficiary's interest in the Property or any part thereof, including, but not limited to, eminent domain, code enforcement or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Beneficiary or Trustee may, but without obligation to do so and upon ten (10) days' prior written notice to and demand upon Trustor (unless a shorter notice period is necessary to protect Beneficiary's interest in the security hereof, in which case only reasonable notice and demand under the circumstances shall be required) and without releasing Trustor from. any obligation hereunder, make such appearances, disburse. such sums and take such action as Beneficiary or Trustee deems necessary or appropriate to protect Beneficiary's interest, including, but not limited to, disbursement of reasonable attorney's fees, entry upon the Property to make repairs or othem ise protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of 7 Deed of Trust Page 8 either Beneficiary or Trustee appear to be prior or superior hereto. Trustor further agrees to pay all reasonable expenses of Beneficiary (including fees and disbursements of counsel) reasonably related to the protection of the rights of Beneficiary hereunder, and enforcement or collection of. payment of the Note, whether by judicial or non judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Trustor, or otherwise. Beneficiary shall give Trustor ten (10) days' prior written notice before disbursing any amounts pursuant to this Article. Any amounts disbursed by Beneficiary or Trustee pursuant to this Section shall be additional indebtedness of Trustor secured by this Deed of Trust as of the date of disbuisenient. All such amounts shall be payable by Trustor immediately without demand. Nothing contained herein shall be construed to require Beneficiary or Trustee to incur any expense, make any appearance or take any other action. ARTICLE 8.- ENFORCEMENT. Section 8.01. Acknowledgement of Enforceability. Trustor represents, warrants, covenants and agrees that it is the lawful owner of the Real Property and that it has good right and lawful authority to encumber the same as provided herein.; that the Real Property is free from any and all liens and encumbrances excepting only such as have been approved by Beneficiary and that Trustor wan•ants and will defend the title to the Property against all claims and demands whatsoever not specifically excepted herein (and except for claims and demands arising from acts or omissions of Beneficiary or any predecessor -iii- interest to Beneficiary not previously disclosed to Trustor), and Trustor will execute, acknowledge and deliver all and every such further assurances unto Beneficiary of the title to the Property hereby conveyed and intended so to be or that Trustor may be or shall become hereinafter bound so to do. Truster covenants and warrants that the Note and this Deed of Trust are valid and enforceable obligations of Trustor in accordance with the terms thereof and hereof; and that this Deed of Trust does not, nor does the Note, nor does the perforinance or observance by Trustor of any of the matters or things in the Note or this Deed of Trust, contravene any covenant in any indenture or agreement affecting Trustor. Section 8.02. Due on Sale and Other Enforcement Provisions. Trustor's agreement to ensure the continued owner occupancy of the Real Property is a substantial material consideration to Beneficiary and Beneficiary's agreement to accept the Note and to accept this Deed of Trust. In accordance with California Civil Code Section 711.5 and in order to induce Beneficiary to accept this Deed of Trust and the Note, Trustor agrees that Trustor shall not Transfer all or any part of the Property without the prior written. consent of Beneficiary. Except for a Transfer to a Eligible Household (as defined in the City of San Luis Obispo's Affordable }lousing Standards), Beneficiary may grant or deny such consent in its sole and absolute discretion and as a. condition to such consent may require any transferee to assume all obligations hereunder and to agree to be bound by all provisions contained herein. In the event of any proposed Transfer, Trustor shall provide Beneficiary with all financial and other information pertaining to the intended transferee reasonably requested by Beneficiary. In the event of any Transfer without the prior written consent of Beneficiary, Beneficiary shall have the absolute right, at its option, without demand or notice, to declare all outstanding Principal and all other sums due hereunder and under the Note Deed of Trust Page 9 to be immediately due and payable. Further, Beneficiary may bring an action at law or in equity to require Trustor and. the proposed. transferee to terminate and /or rescind any sales contract or purchase and sale transaction between them and/or to declare the transfer void, notwithstanding that the transfer may have closed and become final as beh: gee. ^. Trustor and the transferee. Further, Beneficiary may pursue any other remedy available under this Deed of Trust or the Note or at law or in equity or under any other agreement, instrument or document entered into by Trustor and Beneficiary. Beneficiary's consent to one Transfer shall not be deemed to be a waiver of the right to require consent to a future or successive Transfer. As used herein, "Transfer" includes any sale, agreement to sell, assignment, exchange or other conveyance of the Property or any portion thereof or any interest therein, whether voluntary or involuntary, by operation of law or otherwise, except that a Transfer by gift, devise or inheritance to a spouse or to a spouse as a part of a dissolution proceeding shall not be considered a Transfer for purposes of this Section. ARTICLE 9. EVENTS OF DEFAULT. Each of the following shall constitute an event of default ( "Event of Default ") hereunder (including, if Trustor and Trustee consists of more than one person or entity, the occurrence of any of such events with respect to any one or more of such persons or entities): SECTION 9.01. Breach of Covenants. Default by Trustor in the performance of any of the covenants or agreements of Trustor contained herein, in the Note, in the Affordable Housing Agreement or any other note or instrument, trust deed or other obligation of Trustor relating to the Property secured by any part of or all of the Property, whether junior or senior to this Deed of Trust. SECTION 9.02. Appointment of Trustee. The appointment pursuant to an order of a court of competent jurisdiction, of a trustee, receiver or liquidator of the Property or any part thereof, or of Trustor, or any termination or voluntary suspension of the transaction of business of Trustor, or any attachment, execution or other judicial seizure of all or any substantial portion of Trustor's assets; provided, however, that if such attachment, execution or seizure is involuntary, Trustor shall not be deemed in default unless the same is not discharged within sixty (60) days. SECTION 9.03. Bankruptcy Filing. The filing by or against Trustor of a petition in bankruptcy or for an arrangement or for reorganization or for other form of debtor relief pursuant to the federal Bankruptcy Act, as the same may be amended or replaced from time to time, or any other law, federal or state, whether now existing or hereafter amended or enacted relating to insolvency or debtor relief (except that in the case of a filing against Trustor, an Event of Default shall not exist unless Trustor fails to have the proceeding discharged within sixty (60) days after such filing), or the adjudication of Trustor as a bankrupt or an insolvent by a decree of a court of competent jurisdiction, or the making of an assignment for the benefit of creditors, or the admission by Trustor in writing of its inability to pay its debts generally as they become due, or the giving of consent by Trustor to the appointment of a receiver or receivers of all or substantially all of its property. 9 Deed of Trust Page 10 SECTION 9.04. Misrepresentations. Any representation or disclosure made to Beneficiary by Trustor as an inducement to the making of the loan evidenced by the Note that proves to be false or misleading in any material respect as of the time the same was made, whether or not any such representation or disclosure appears as part of this Deed of Trust. SECTION 9.05. Other Events. Any other event which, under this Deed of Trust, or under the Note or the Agreement, constitutes an Event of Default by Trustor hereunder or thereunder or gives Beneficiary the right to accelerate the maturity of the indebtedness, or any part thereof, secured hereby. AR'T'ICLE 10. REMEDIES. Upon the occurrence of any Event of Default and the expiration of any applicable period within which to cure the same, Trustee and Beneficiary shall, have the following rights and remedies: SECTION 10.01. Acceleration. Beneficiary may declare the entire outstanding Principal and all other sums or payments required hereunder to be due and payable immediately and notwithstanding the date such sums would otherwise be due in accordance with the Note and the Agreement. SECTION I0.02. Entry. Whether or not Beneficiary exercises the right provided in Section 10.01 above, Beneficiary, in person or by agent or court- appointed receiver, may enter upon, take possession of, manage and operate the Property or any part thereof and do all things necessary or appropriate in Beneficiary's sole discretion in connection therewith, including, without limitation, making and enforcing, and if the same be subject to modification or cancellation, modifying or canceling leases upon such. terns or conditions as Beneficiary deems proper, obtaining and evicting tenants, and fixing or modifying rents, contracting for and making. repairs and alterations, and doing any and all other acts which Beneficiary deems proper to protect the security hereof; and either with or without so taking possession, in its own naive, in the name of Trustor or by court- appointed receiver (which may be appointed on notice or on ex parte application without notice), suing for or otherwise collecting and receiving the rents and profits, including those past due and unpaid, and applying the same less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby and in such order as Beneficiary may determine. Upon request of Beneficiary, Trustor shall assemble and make available to Beneficiary at the site of the Real Property any of the Property which has been removed therefrom. The entering upon and taking possession of the Property, or any part thereof, the collection of any rents and profits and the application thereof as aforesaid shall not cure or waive any Event of Default theretofore or thereafter occurring or affect any notice or Event of Default or notice, and, notwithstanding continuance in possession of the Property or any part thereof by Beneficiary, Trustor or a receiver, and the collection, receipt and application of the rents and profits, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust or by law or in equity upon or after the occurrence of an Event of Default, including, without limitation, the right to exercise the power of sale. Any of the actions referred to in this Section may be taken by Beneficiary irrespective of whether any notice of an Event of 10 Deed of Trust Page 11 Default or election to sell has been given hereunder and without regard to the adequacy of the security for the indebtedness hereby secured. SECTION 10.03. Judicial .Action. Beneficiary may bring an action in any -court of competent jurisdiction to foreclose this Deed of Trust or to enforce any of the covenants and agreements of this Deed of Trust, or the Note and the Affordable Housing Agreement. SECTION 10.04. Power of Sale. SUBSECTION 10.04(a). Beneficiary may elect to cause the Property or any part thereof to be sold under the power of sale herein granted in any manner permitted by applicable law. In connection with any sale or sales hereunder; Beneficiary may elect to treat any of the Property that consists of a right in action or that is property that can be severed from the Real Property or any improvements thereon without causing structural damage thereto as if the same were personal property and dispose of the same in accordance with applicable law, separate and apart from the sale of the Real Property. SUBSECTION 10.04(b). Trustee may, and upon request of Beneficiary shall., from time to time, postpone any sale hereunder by public announcement thereof at the time and place noticed therefor. If the Property consists of several items of property, Beneficiary may designate the order in which such items shall be offered for sale or sold. Any person, including Trustor., Trustee or Beneficiary, may purchase at any sale hereunder, and Beneficiary shall have the right to purchase at any sale hereunder by crediting upon the bid price the amount of all or any part of the indebtedness hereby secured. SUBSECTION 10.04(c). Should Beneficiary desire that more than one sale or other disposition of the Property be conducted, Beneficiary may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as Beneficiary may deem to be in its best interests, and no such sale shall tenninate or otherwise affect the lien of this Deed of Trust on any part of the Property not sold until all indebtedness secured hereby has been fully paid. Upon any sale hereunder, Trustee shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the Property so sold, but without any covenant or warranty whatsoever, express or implied, whereupon such purchaser or purchasers shall be let into immediate possession; and the recitals in, any such deed or deeds of facts, such as default, the giving of notice of default and notice of sale and other facts affecting the regularity or validity of such sale or disposition, shall be conclusive proof of the truth of such facts and any such deed or deeds shall be conclusive against all persons as to such facts recited. therein. SUBSECTION 10.04(d). In case of any sale of the Property pursuant to any judgment or decree of any court or at public auction or otherwise in connection with the enforcement of any of the terms of this Deed of Trust, Beneficiary, its successors or assigns, may become the purchaser, and for the purpose of making settlement for or payment of the purchase price, shall be entitled to deliver over and use the Note, together with all other sums, with interest, advanced and unpaid a] Deed of Trust Page 12 hereunder, in order that there may be credited as paid on the purchase price the sum then due under the Note, including principal thereon and all other sums, with interest, advanced and unpaid hereunder. SECTION 10.05. Proceeds of Sale. The proceeds of any sale made under or by virtue of this Article, together with all other sums that then may be held by Trustee or Beneficiary under this Deed of Trust, whether under the provisions of this Article or otherwise, shall be applied as follows: (a) first, to the payment of the costs and expenses of sale and of any judicial proceedings wherein the same may be made, including reasonable compensation to Trustee and Beneficiary, their agents and counsel, and to the payment of all expenses, liabilities and advances made or incurred by Trustee under this Deed of Trust, together with interest on all advances made by Trustee at the maximum rate permitted by law to be charged by Trustee. (b) Second, to the payment of any and all sums expended by Beneficiary under the terms hereof (including, but not limited to, sums paid by Beneficiary on the prior trust deed) not then repaid and all other sums required to be paid by Trustor pursuant to any provisions of this Deed of Trust or the Note, including, without limitation, all expenses, liabilities and advances made or incurred by Beneficiary under this Deed of Trust or in connection with the enforcement hereof, together with interest thereon as herein provided. (c) Third, to the payment of the entire amount then due, owing or unpaid upon the Note, including attorney's fees and costs. (d) Fourth, all amounts otherwise due Beneficiary. (e) The remainder, if any, to the person or persons legally entitled thereto. SECTION 10.06. Waiver of Marshalling. Trustor, for itself and for all persons hereafter claiming through or under it or who may at any time hereafter become holders of liens junior to the lien of this Deed of Trust, hereby expressly waives and releases all rights to direct the order in which any of the Property shall be sold in the event of any sale or sales pursuant hereto, and to have any of the Property and /or other property now or hereafter constituted security for any of the indebtedness secured hereby, marshaled upon any foreclosure of this Deed of Trust or for any other security for any of said indebtedness. SECTION 10.07. Remedies Cumulative. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of Trustee or Beneficiary to exercise any right or power accruing upon any Event of Default shall impair any right or power or shall be construed to be a. waiver of any Event of Default or any acquiescence therein; and every power and remedy given by this Deed of Trust to Trustee or Beneficiary may 12 • Deed of Trust Page 13 be exercised from time to time as often as may be deemed expedient by Trustee or Beneficiary. If there exists additional security for the performance of the obligations secured hereby, the holder of the Note, at its sole option, and without limiting or affecting any of its rights or remedies hereunder; may exercise any of the rights and remedies to which it may be entitled hereunder either concurrently with whatever rights and remedies it may have in connection with such other security or in such order as it may determine. Any application of any amounts or any portion thereof held by Beneficiary at any item as additional security hereunder, whether pursuant to this deed of trust or otherwise, to any indebtedness secured hereby shall not extend or postpone the due dates of any payments due from Trustor to Beneficiary hereunder or under the Note, or change the amounts of any such payments or otherwise be construed to cure or waive any default or notice of default hereunder or invalidate any act done pursuant to any such default or notice. In the event that Beneficiary shall have proceeded to enforce any right under this Deed of Trust by foreclosure, sale, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been detennined adversely, then, and in. every such case, Trustor and Beneficiary shall be restored to their fonner positions and rights hereunder with respect to the Property subject to the lien hereof. ARTICLE 11. MISCELLANEOUS SECTION 11.01. Severability. In the event that any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Deed of Trust, and this Deed of Trust shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. SECTION 11.02. Certain Charges. Trustor agrees to pay the charges of Beneficiary for any service rendered Trustor, or on its behalf, connected with this Deed of Trust or the indebtedness secured hereby, including, without limitation, delivering to an escrow holder a request for full or partial reconveyance of this Deed of Trust, transmitting to an escrow holder moneys secured hereby, changing the records pertaining to this Deed of Trust and indebtedness secured hereby, showing a new owner of the Property and replacing an existing policy of insurance, held hereunder with another such policy. SECTION 11.03. Notices. All notices expressly provided hereunder to be given by Beneficiary to Trustor and all notices and demands of any kind or nature whatsoever that Trustor may be, required or may desire to give to or serve on Beneficiary shall be in writing and shall be served by first class or registered or certified mail, return receipt requested. Any such notice or demand so served shall be deposited in the United States mail, with postage thereon fully prepaid and addressed to the party so to be served at its address above stated or at such other address of which said party shall have theretofore notified in writing, as provided above, the party giving such notice. Service of any such notice or demand so made shall be deemed effective. on the date of actual delivery as shown by the addressee's return receipt or the expiration of forty -eight (48) hours after the date of mailing, whichever is the earlier in time, except that service of any notice 13 Deed of Trust Page 14 of default or notice of sale provided or required by law shall, if mailed, be deemed effective on the date of mailing. SECTION 11.04. Trustor Nat Meased. Extension of the time for payment or modification of the terms of payment of any sums secured by this Deed of Trust granted by Beneficiary to any successor -in- interest of Trustor shall not operate to release, in any manner, the liability of the original Trustor. Beneficiary shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify the terms of the payment of the sums secured by this Deed of Trust by reason of any demand made by the original Trustor. Without affecting the liability of any person, including Trustor, for the payment of any indebtedness secured hereby, or the lien of this Deed of Trust on the remainder of the Property for the full amount of any such indebtedness and liability unpaid, Beneficiary and Trustee are respectively empowered as follows: Beneficiary may from time to time and without notice (a) release any person liable for the payment of any of the indebtedness, (b) extend the time or otherwise alter the terms of payment of any of the indebtedness, (c) accept additional real or personal property of an kind as security therefor, whether evidenced by deeds of trust, mortgages, security agreements or any other instruments of security, or (d) alter, substitute or release any property securing the indebtedness; Trustee may, at any time and from time to time, upon the written request of Beneficiary (a) consent to the making of any map or plat of the Property or any part thereof, (b) join in granting any easement or creating any restriction thereon, (c) join in any subordination agreement or other agreement affecting this Deed of Trust or the lien or charge hereof, or (d) reconvey, without any warranty, all or part of the Property. SECTION 11.05. Inspection. Beneficiary may at any reasonable time or times make or cause to be made entry upon and inspections of the Property or any part thereof in person or by agent. SECTION 11.06. Reconveyance. Upon the payment in full of all sums secured by this Deed of Trust or upon forgiveness of such payment in accordance with the Note, Beneficiary shall request that Trustee reconvey the Property and shall surrender this Deed of Trust and Note evidencing indebtedness secured by this Deed of Trust to Trustee. Upon payment of its fees and any other sums owing to it under this Deed of Trust, Trustee shall reconvey the Property without warranty to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. The recitals in such reconveyance of any matters of facts shall be conclusive proof of the truthfulness thereof The grantee in such reconveyance may be described as "the person or persons legally entitled thereto." Five (5) years after issuance of such full reconveyance, Trustee may destroy the Note and this Deed of Trust unless otherwise directed by Beneficiary. SECTION 11.07. Interpretation. Wherever used in this Deed of Trust, unless the context indicates a contrary intent, or unless otherwise specifically provided herein, the word "Trui stor" shall mean and include both Trustor and any subsequent owner or owners of the Property, and the word "Beneficiary" shall mean and include not only the original Beneficiary hereunder but also any future owner and holder, including pledgees, of the Note secured hereby. In this Deed of Trust wherever the context so requires, the masculine gender includes the feminine and /or neuter, 14 • Deed of Trust Page 15 I� and the neuter includes the feminine and /or masculine, and the singular number includes the plural and conversely. In this Deed of Trust, the use of the word "including" shall not be deemed to limit the generality of the term or clause to which it has reference, whether or not non - limiting language (such as "without limitation," or "but not limited to" or words of similar import) is used with reference thereto. The captions and headings of the Articles and Sections of this Deed of Trust are for convenience only and are not to be used to interpret, define or limit the provisions hereof. SECTION 11.0 86. Consent. The granting or withholding of consent by Beneficiary to any transaction as required by the terms hereof shall not be deemed a waiver of the right to require consent to future or successive transactions. SECTION 11.09. Successors and Assigns. All of the grants, obligations, covenants, agreements, terms, provisions and conditions herein shall run with the land and shall apply to, bind, and inure to the benefit of the heirs, administrators, executors, legal representatives, successors and assigns of Trustor and the successors -in -trust of Trustee and the endorsees, transferees, successors and assigns of Beneficiary. In the event that Trustor is composed of more than one party, the obligations, covenants, agreements and warranties contained herein as well as the obligations arising therefrom are and shall be joint and several as to each such party. SECTION 11.10. Governing Law. This Deed of Trust shall be governed by and construed under the laws of the State of California. SECTION 11.11. Trustor Waivers. Trustor waives the benefit of all laws now existing or that hereafter may be enacted with respect to any statute of limitations for the filing of any action or claims by Beneficiary. SECTION 1:1..12. Superiority of First Lender Documents. SUBSECTION 11.12(a). This Deed of Trust shall not diminish or affect the rights of the First Lender (which for purposes of these documents shall be deemed also to include the California Housing Finance Agency, its successors and assigns (Ca1HFA), hereinafter collectively referred to as First Lender) under that certain deed of trust dated August 6, 2012 , executed by the Trustor in favor of the First Lender and recorded in the County of San Luis Obispo on and assigned Instrument No(s). , or any deed of trust in the name of or held by CaIHFA; or any subsequent First Lender deeds of trust hereafter recorded against the Security (collectively, the "First Deed of Trust "), except as provided in Subsection 11.12(b) below. Beneficiary and Trustor acknowledge and agree that this Deed of Trust is subject and subordinate in all respects to the liens, terms, covenants and conditions of the First Deed of Trust and to all advances heretofore made or which may hereafter be made pursuant to the First Deed of Trust including all sums advanced for the purpose of (i) protecting or further securing the lien of the First Deed of Trust, curing defaults by the Trustor under the First Deed of Trust or for any other purpose expressly permitted by the First Deed of Trust or (ii) constructing, renovating, repairing, furnishing, frxturing or equipping the Property. The terms and provisions 15 Deed of Trust Page 16 of the First Deed of Trust are paramount and controlling, and they supersede any other terms and provisions hereof in conflict therewith. SUBSECTION I L 12(b). In the event of default, the First Lender may take the following actions to cure the default, provided first that: (i) the Beneficiary has been given written notice of a. default under the First Deed of Trust (which requirement may be satisfied by recordation of a notice of default under California Civil Code Section 2924), and (ii) the Beneficiary shall not have cured the default under the First Deed of Trust within 60 days after such notice sent to the Beneficiary: 1) Foreclose on the subject property pursuant to the remedies permitted by law and written in a recorded contract or deed of trust; or 2) Accept a deed of trust or assignment to the extent of the value of the unpaid first mortgage to the current market value in lieu of foreclosure in the event of default by a. trustor; or 3) Sell the property to any person at a fair market value price subsequent to exercising its rights under the deed of trust. Any value in excess of the unpaid mortgage and costs of sale administration shall be used to satisfy the City loan. In no case may a first mortgage lender, exercising foreclosure assignment in -lieu of foreclosure or sale, obtain value or rights to value greater than the value of the outstanding indebtedness on the first mortgage at the time of the debt clearing action. The following types of transfers shall remain subject to the requirements of the City's loan and right of first refusal: transfer by gift, devise, or inheritance to the owner's spouse; transfer to a surviving joint tenant; transfer to a spouse as part of divorce or dissolution proceedings; or acquisition in conjunction with a marriage. SECTION 11.I3. Request for Notices of Default and Sale. SUBSECTION 1 1.13(a). Trustor hereby requests that a copy of any notice of default and notice of sale as may be required by law or by this Deed of Trust be mailed to Trustor at its address above stated. SUBSECTION 11.13(b). 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 that deed trust recorded concurrently herewith, be mailed to: Community Development Director, City of San Luis Obispo, 919 Palm Street, San Luis Obispo, California 93401. SECTION 11.14. No Transfer. Trustor shall not voluntarily or involuntarily (except for a transfer in accordance with the Affordable Housing Agreement) assign or otherwise transfer any of its rights, duties, liabilities or obligations hereunder or under the Note without the prior written consent of Beneficiary. L • Deed of Trust Page 17 0 SECTION 11.15. Attorney's Fees. In any action to interpret or enforce any provision of this Deed of Trust, the prevailing party shall be entitled to reasonable costs and attorney's fees. 'IN W1T NESS WHEREOF, the undersigned have executed this Deed of Trust as of the day and year first above written. (attach notarization) Janet ja e "Trusto 17 0 0 PURCHASE MONEY DEED OF TRUST DATED AUGUST 3, 2012 ACKNOWLEDGMENT IStateof \na \CS(a County of Mmize Onkl \Z before me, V\ A Notary . Public in and for said State personally appeared sh e Mf-Me- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the l foregoing paragraph Is true and correct. ITNESS my hand and official seal. Signature Cain 04/0 ^ ".16, f e II 11 (Seal) R� Deed of Trust Page 18 Exhibit A Legal Description THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Lot 29 of Tract 2401, in the City of San Luis Obispo, County of San Luis Obispo, State of California, according to map recorded May 28, 2002, in Book 20, Page I I of Maps, in the Office of the County Recorder of said County. APN: 053 -51.4 -029 18 END OF DOCUMENT