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HomeMy WebLinkAboutD-2179 Broad Street Place - Subordinate Deed of Trust, Covenants, Rents, Security and Fixture FilingRECORDING REQUESTED BY First American Title Company AND WHEN RECORDED MAIL DOCUMENT TO: City of San Luis Obispo Community Development Department 919 Palm Street San Luis Obispo, CA 93401-3249 Attn: Community Development Manager A.P.N.: 053-231-048 "This document was electronically submitted to San Luis Obispo County for recording" 2021018392 Tommy Gong San Luis Obispo - County Clerk -Recorder 03/10/2021 02:12 PM Recorded at the request of: FIRST AMERICAN TITLE COMPANY Titles:4 Pages:22 Fees: $0.00 Taxes: $0.00 Total: $0.00 Space Above This Line for Recorder's Use Only File No.: 4009-6127807 (LB) This document is recorded for the benefit of the City of San Luis Obispo and is exempt from recording fees pursuant to Sections 6103 and 27383 of the California Government Code. SUBORDINATE DEED OF TRUST, DEED OF TRUST COVENANTS, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING SEPARATE PAGE PURSUANT TO GOVT CODE 27361.6 D-2179 RECORDED REQUESTED BY, AND WHEN RECORDED RETURN TO: City of San Luis Obispo 919 Palm Street San Luis Obispo, CA 93401 Attn: Community Development Director APN: 053-231-048 Recorded for the Benefit of the City of San Luis Obispo at No Fee Under Sections 27383 and 6103 of the Government Code The undersigned declare that there is no documentary transfer tax on this matter. SUBORDINATE DEED OF TRUST, DEED OF TRUST COVENANTS, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS SUBORDINATE DEED OF TRUST, DEED OF TRUST COVENANTS, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Deed of Trust") is made as of this _ day of WkvC/ A_ , 2021, between Broad Street Place, L.P., a California limited partnership (the "Trustor"), the owner of the real property described herein below, whose address is 3720 Broad Street, San Luis Obispo, California, and First American Title Company (the "Trustee") and the CITY OF SAN LUIS OBISPO, a municipal corporation, whose address is 990 Palm Street, San Luis Obispo, California 93401 (the "Beneficiary"). WHEREAS, The Trustor desires to develop a 39-unit apartment complex plus one manager's unit (the "Project") on certain real property located in the County of San Luis Obispo, State of California, which is further described in Exhibit A attached hereto and incorporated herein by this reference (the "Real Property"). WHEREAS, the Beneficiary and the Trustor desire to ensure that the Real Property remain affordable to extremely -low, very -low and low-income persons for a period of fifty-five (55) years following the Trustor's occupancy of the completed project pursuant to the Affordable Housing Agreement and Promissory Note, each as hereinafter defined. WHEREAS, to implement the Project, the Beneficiary has agreed to make a loan from its Affordable Housing Fund, which is sourced from other than tax-exempt bonds, to the Trustor in the amount of One Million Three Hundred Thousand Dollars ($1,300,000.00) (the "Loan"), for the purpose of acquiring the Real Property to develop the Project and Trustor has delivered that certain Promissory Note (the "Note") in favor of the Beneficiary on the even date hereof. WHEREAS, the Affordable Housing Agreement and Note impose certain restrictions on the use, sale and/ or transfer of the Real Property. -1- 12767-0008\2488504v7. doc NOW, THEREFORE, THIS DEED OF TRUST WITNESSETH: The Trustor, in consideration of the indebtedness referred to below and the trust herein created, irrevocably grants, conveys, transfers and assigns to the Trustee in trust, with the power of sale and right of entry and possession, all of the 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 the 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 the Beneficiary to confirm 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 the 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 Real 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 the 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." 12767-0008\2488504v7.doc -2- ARTICLE 1. PURPOSE AND CONSIDERATION. This Deed of Trust is established for the purpose of securing, in such order of priority as the Beneficiary may elect: (a) The repayment of the indebtedness evidenced by the Promissory Note of even date herewith payable to the order of the Beneficiary, in the principal amount of One Million, Three Hundred Thousand Dollars and 00/100 ($1,300,000.00) (the "Principal"), and any and all late charges, interest costs or fees required thereunder, and all extensions, renewals, modifications, amendments and replacements thereof. (b) The payment of all other sums which may be advanced by or otherwise be due to the Trustee or the 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 the Trustor made in this Deed of Trust. (d) Performance of all covenants of the Trustor as set forth in the Promissory Note. (e) Performance of all covenants of the Trustor as set forth in the Affordable Housing Rental Restriction Agreement and Declaration of Restrictive Covenants dated Moll( 5 , 2021 between the City of San Luis Obispo and Broad Street Place, L.P. to provide affordable rental housing (the "Affordable Housing Agreement"). ARTICLE 2. DEED COVENANTS. To protect the security of this Deed of Trust, the Trustor and the Trustee hereby covenant and agree as follows: SECTION 2.01. Restrictions on Use and Occupancy. The Property shall be used solely for extremely -low, very -low, and low income rental (or leasing) housing purposes as set forth in the Affordable Housing Agreement referred to in subsection (e) of Article 1 above. SECTION 2.02. Term of Use and Occupancy Restrictions. The Trustor agrees that the above restrictions to the use and occupancy of the Property shall remain in effect for a period of fifty-five (55) years following the Trustor's occupancy of the completed project. SECTION 2.03. 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 Property as further described in Exhibit A. Pursuant to Civil Code Section 1468, which governs such covenants, the provisions of this Deed of Trust shall be binding upon all parties having any right, title, or interest in any of the Property, or any portion thereof, and on their heirs, successors in interest and assigns for a period of fifty-five (55) years following the date of the Trustor's occupancy of the completed project. The parties agree that all future deeds or transfers of interest regarding the Property shall show the restrictions of the Affordable Housing Agreement for as long as the Affordable Housing Agreement is in effect. SECTION 2.04. Performance of Obligations Secured. The Trustor shall promptly pay when due the indebtedness evidences 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 the Trustor contained herein or in the Note. 12767-0008\2488504v7.doc -3- ARTICLE 3. INSURANCE REQUIREMENTS SECTION 3.01. The Trustor shall keep the Property and all improvements thereon insured against loss or damage by fire with extended all-risk coverage clauses, including course of construction, 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 the Beneficiary. SECTION 3.02. The Trustor shall also maintain in full force and effect a policy of homeowners' general liability insurance insuring the 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 the Trustor's professional insurance advisor. SECTION 3.03. All insurance which the Trustor is required to maintain under this Deed of Trust shall name the Beneficiary as an additional insured and shall be primary with respect to any insurance maintained by the Beneficiary and shall not call on the Beneficiary's insurance for contribution. SECTION 3.04. The Trustor shall pay all premiums for the insurance policies required to be maintained under this Deed of Trust within forty-five (45) days after the Trustor's receipt of a copy of the premium statement or other evidence of the amount due. Prior to the expiration of such policy, the Trustor shall deliver to the Beneficiary a renewal of such policy. SECTION 3.05. Any insurance which the Trustor is required to maintain under this Deed of Trust shall include a provision requiring that the insurance carrier give the Beneficiary not less than thirty (30) days written notice prior to any cancellation or modification of such coverage. If the Trustor (i) fails to deliver any policy or renewal to the Beneficiary required under this Deed of Trust within the prescribed time period or (ii) if any such policy is canceled or modified to reduce the amount or type of coverage without the Beneficiary's consent and no substituted comparable coverage is obtained by the Trustor prior to such cancellation or modification, the Beneficiary may obtain such insurance. In such case, the Trustor shall reimburse the 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 the Beneficiary has paid said statement. SECTION 3.06. The 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 Rating Guide." The Trustor acknowledges that the insurance described in this Section is for the primary benefit of the Beneficiary. The Beneficiary makes no representation as to the adequacy of such insurance to protect the Trustor's or the Beneficiary's interests. Therefore, the Trustor shall obtain any additional property or liability insurance that the Trustor deems necessary to protect the Beneficiary and the Trustor, in the exercise of reasonable judgment. SECTION 3.07. Notwithstanding anything to the contrary contained herein, the 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 the Trustor; provided, 12767-0008\2488504v7.doe -4 however, that the Beneficiary shall be named as an additional insured thereunder and that the coverage afforded the 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 3.08. All of the above -mentioned insurance policies or certificates of insurance must be satisfactory to the Beneficiary. The 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 the Trustor hereby expressly assumes full responsibility therefor and all liability, if any, with respect thereto. SECTION 3.09. Condemnation and Insurance Proceeds. SUBSECTION 3.09(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 the Beneficiary as further security for all obligations secured by this Deed of Trust. Upon receipt of such proceeds, the 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 3.09(b). Any insurance proceeds or awards in connection with any casualty or damage or injury to the Property covered by insurance (the "Insurance Proceeds") are hereby assigned to the Beneficiary to be held and applied by the Beneficiary in the manner hereinafter provided. The Beneficiary may, at its option, and at its own expense, appear in and prosecute in its own name any action or proceeding to enforce any cause of action for such Insurance Proceeds. All Insurance Proceeds shall be applied by the Beneficiary upon any indebtedness secured by this Deed of Trust and in any order determined by the Beneficiary or, at the option of the Beneficiary, the entire amount so collected or any part of that amount may be released to the 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. Notwithstanding the foregoing, in the event of any fire or other casualty to the Project or any part thereof, the Trustor shall have the right to rebuild the Project, and to use all available insurance proceeds therefor, provided that no material default then exists under this Deed of Trust or the other documents evidencing and/or securing the Loan. SUBSECTION 3.09(c). The Trustor, immediately upon obtaining knowledge of the institution of any proceedings relating to condemnation 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 the Beneficiary in writing. The Beneficiary may participate, at its own expense, in any such proceedings and may join the Trustor in adjusting any loss covered by insurance. ARTICLE 4. TAXES, LIENS AND OTHER ITEMS. The 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 12767-0008\2488504v7.doc -5- 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. The Trustor may initiate proceedings to contest any such taxes, bonds, assessments, fees, liens, charges, fines, impositions or other items so long as the Trustor takes steps to ensure that the Beneficiary's security is not threatened in any manner. The Trustor shall pay all costs of the proceedings, including any costs or fees incurred by the Beneficiary. Upon the final determination of any proceeding or contest, the Trustor shall immediately pay the amounts due, together with all costs, charges, interest and penalties incidental to the proceedings. ARTICLE 5. RENTS, ISSUES AND PROFITS. That as additional security, subject to the rights of the Senior Lenders (as defined in Section 11.12 hereof), as their interests may appear, the Trustor hereby gives to and confers upon the Beneficiary the right, power and authority, during the continuance of these trusts, to collect the rents, issues and profits of said Property, reserving unto the Trustor the right, prior to any default by the Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, the Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said Property or any part thereof, in his own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as the Beneficiary may determine. The entering upon and taking possession of said Property, the collection of such rents, issues and 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. ARTICLE 6. PRESERVATION AND MAINTENANCE OF PROPERTY. The Trustor shall keep the Property and every part thereof in good condition and repair, ordinary wear and tear excepted, 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 the 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. The 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. The Trustor shall notify the Beneficiary immediately in writing of any damage to the Property in excess of Ten Thousand Dollars ($10,000.00). 12767-0008\2488504v7.doc -6- ARTICLE 7. PROTECTION OF SECURITY: COSTS AND EXPENSES. The Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee and shall pay all reasonable costs and expenses, including, without limitation, costs of evidence of title and reasonable attorneys' fees, in any such action or proceeding in which the Beneficiary or the Trustee may appear and in any suit brought by the Beneficiary to foreclose this Deed of Trust or to enforce or establish any other rights or remedies of the Beneficiary hereunder. If the 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 the 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 the Beneficiary or the Trustee may, but without obligation to do so and upon ten (10) days' prior written notice to and demand upon the Trustor (unless a shorter notice period is necessary to protect the Beneficiary's interest in the security hereof, in which case only reasonable notice and demand under the circumstances shall be required) and without releasing the Trustor from any obligation hereunder, make such appearances, disburse such sums and take such action as the Beneficiary or the Trustee deems necessary or appropriate to protect the Beneficiary's interest, including, but not limited to, disbursement of reasonable attorneys' fees, entry upon the Property to make repairs or otherwise protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of either the Beneficiary or the Trustee appear to be prior or superior hereto. The Trustor further agrees to pay all reasonable expenses of the Beneficiary (including fees and disbursements of counsel) reasonably related to the protection of the rights of the Beneficiary hereunder, and enforcement or collection of payment of the Promissory Note, whether by judicial or non judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of the Trustor, or otherwise. The Beneficiary shall give Trustor ten (10) days' prior written notice before disbursing any amounts pursuant to this Article 7. Any amounts disbursed by the Beneficiary or the Trustee pursuant to this Article 7 shall be additional indebtedness of the Trustor secured by this Deed of Trust as of the date of disbursement. All such amounts shall be payable by the Trustor immediately without demand. Nothing contained herein shall be construed to require the Beneficiary or the Trustee to incur any expense, make any appearance or take any other action. ARTICLE 8. ENFORCEMENT. Acknowledgement of Enforceability. The Trustor represents, warrants, covenants and agrees that it owns the fee interest in the Property and that it has good right and lawful authority to encumber the same as provided herein; that the Property is free from any and all liens and encumbrances excepting only such as have been approved by the Beneficiary and that the Trustor warrants 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 the Beneficiary or any predecessor in interest to the Beneficiary not previously disclosed to the Trustor), and the Trustor will execute, acknowledge and deliver all and every such further assurances unto the Beneficiary of the title to the Property hereby conveyed and intended so to be or that the Trustor may be or shall become hereinafter bound so to do. The Trustor covenants and warrants that the Promissory Note and this Deed of Trust are valid and enforceable obligations of the Trustor in accordance with the terms thereof and hereof; and that this Deed of Trust does not, 12767-0008\2488504v7.doc -7- nor does the Promissory Note, nor does the performance or observance by the Trustor of any of the matters or things in the Promissory Note or this Deed of Trust, contravene any covenant in any indenture or agreement affecting the Trustor. ARTICLE 9. EVENTS OF DEFAULT. Each of the following shall constitute an event of default ("Event of Default") hereunder (including, if the Trustor and the 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 the Trustor in the performance of any of the material covenants or agreements of the Trustor contained herein, in the Promissory Note, the Affordable Housing Agreement, or any other note or instrument, trust deed or other obligation of the Trustor relating to the Property secured by any part of or all of the Property, whether junior or senior to this Deed of Trust. Unless otherwise provided in this Deed of Trust, any default or failure to perform any covenant under this Deed of Trust shall not be an Event of Default if it is cured in compliance with the provisions of Section 9.06 below. 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 the Trustor, or any termination or voluntary suspension of the transaction of business of the Trustor, or any attachment, execution or other judicial seizure of all or any substantial portion of the Trustor's assets; provided, however, that if such attachment, execution or seizure is involuntary, the Trustor shall not be deemed in default unless the same is not discharged within ninety (90) days. SECTION 9.03. Bankruptcy Filing. The filing by or against the 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 the Trustor, an Event of Default shall not exist unless the Trustor fails to have the proceeding discharged within ninety (90) days after such filing), or the adjudication of the 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 the Trustor in writing of its inability to pay its debts generally as they become due, or the giving of consent by the Trustor to the appointment of a receiver or receivers of all or substantially all of its property. SECTION 9.04. Misrepresentations. Any representation or disclosure made to the Beneficiary by the Trustor as an inducement to the making of the Loan evidenced by the Promissory 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 Promissory Note or the Affordable Housing Agreement, constitutes an Event of Default by the Trustor hereunder or thereunder or gives the Beneficiary the right to accelerate the maturity of the indebtedness, or any part thereof, secured hereby. 12767-0008\2488504v7.doc -8- SECTION 9.06. Cure Rights. (a) Monetary Default. If a monetary Event of Default occurs, prior to exercising any remedies hereunder, the Beneficiary shall give the Trustor written notice of such default. The Trustor shall have a period of ten (10) days after such notice is given within which to cure the default prior to exercise of remedies by the Beneficiary. (b) Non -Monetary Default. If a non -monetary Event of Default occurs, prior to exercising any remedies hereunder, the Beneficiary shall give the Trustor written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, the Trustor shall have such period to effect a cure prior to exercise of remedies by the Beneficiary. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and if the Trustor (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then the Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by the Beneficiary. In no event shall the Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within one hundred eighty (180) days after the first notice of default is given. (c) Limited Partner Cure Rights. Any cure rights given to the Trustor under this Article 8 shall be extended under the same terms and conditions to the Trustor's Limited Partner (as defined in Trustor's Amended and Restated Limited Partnership Agreement (the "Limited Partner"). Any curative action offered by the Limited Partner on behalf of the Trustor shall be accepted by the Beneficiary and/or the Trustee just as if that action had been offered by the Trustor itself. ARTICLE 10. REMEDIES. Upon the occurrence of any Event of Default and the expiration of any applicable period within which to cure the same, the Trustee and the Beneficiary shall have the following rights and remedies: SECTION 10.01. Acceleration. The Beneficiary may declare the entire outstanding Principal, accrued and unpaid interest 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 Promissory Note. SECTION 10.02. Entry. Whether or not the Beneficiary exercises the right provided in Section 10.01 above, the 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 the 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 terms or conditions as the 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 the Beneficiary deems proper to protect the security hereof, and either with or without so taking possession, in its own name, in the name of the 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 attorneys' fees, upon any indebtedness secured 12767-0008\2488504v7.doc -9 hereby and in such order as the Beneficiary may determine. Upon request of the Beneficiary, the Trustor shall assemble and make available to the Beneficiary at the site of the 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 the Beneficiary, the Trustor or a receiver, and the collection, receipt and application of the rents and profits, the 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 the Beneficiary irrespective of whether any notice of an Event of 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. The 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 Promissory Note and the Affordable Housing Agreement. SECTION 10.04. Power of Sale. SUBSECTION 10.04(a). The 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, the 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 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 Property. SUBSECTION 10.04(b). The Trustee may, and upon request of the 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, the Beneficiary may designate the order in which such items shall be offered for sale or sold. Any person, including the Trustor, the Trustee or the Beneficiary, may purchase at any sale hereunder, and the 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 the Beneficiary desire that more than one sale or other disposition of the Property be conducted, the 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 the Beneficiary may deem to be in its best interests, and no such sale shall terminate 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, the 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 12767-0008\24885040. doc -10- 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, the 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 Promissory Note, together with all other sums, with interest, advanced and unpaid hereunder, in order that there may be credited as paid on the purchase price the sum then due under the Promissory 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 the Trustee or the 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 the Trustee and the Beneficiary, their agents and counsel, and to the payment of all expenses, liabilities and advances made or incurred by the Trustee under this Deed of Trust, together with interest on all advances made by the Trustee at the maximum rate permitted by law to be charged by the Trustee. (b) Second, to the payment of any and all sums expended by the Beneficiary under the terms hereof (including, but not limited to, sums paid by the Beneficiary on the prior trust deed) not then repaid and all other sums required to be paid by the Trustor pursuant to any provisions of this Deed of Trust or the Promissory Note, including, without limitation, all expenses, liabilities and advances made or incurred by the 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 Promissory Note, including attorneys' fees and costs. (d) Fourth, all amounts otherwise due the Beneficiary. (e) The remainder, if any, to the person or persons legally entitled thereto. SECTION 10.06. Waiver of Marshaling. The 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 the Trustee or the 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 12767-0008\2488504v7.doc - I I hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of the Trustee or the 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 the Trustee or the Beneficiary may be exercised from time to time as often as may be deemed expedient by the Trustee or the Beneficiary. If there exists additional security for the performance of the obligations secured hereby, the holder of the Promissory 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 the Beneficiary at any time 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 the Trustor to the Beneficiary hereunder or under the Promissory 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 the 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 determined adversely, then, and in every such case, the Trustor and the Beneficiary shall be restored to their former 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. The Trustor agrees to pay the charges of the Beneficiary for any service rendered the 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 required or permitted to be given under this Deed of Trust shall be in writing and shall be deemed to have been given upon (i) one business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, or (ii) five (5) business days after being deposited in the United States mail, by first class or registered or certified mail, postage prepaid, return receipt requested, and addressed as follows (or at such other address or which said party shall have theretofore notified in writing, as provided above, the party giving such notice). 12767-0008\2488504v7.doc -12- To the Beneficiary: City of San Luis Obispo 919 Palm Street San Luis Obispo, CA 93401 Attn: Community Development Director City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Attn: City Clerk To the Trustee: First American Title Company 899 Pacific Street San Luis Obispo, CA 93401 Attn: Lisa Bertrand To the Trustor: Broad Street Place, L.P. c/o People's Self -Help Housing Corporation 3533 Empleo Street San Luis Obispo, CA 93406 Attn: Chief Executive Officer With copies to: The Banc of America Housing Fund XIV Limited Partnership, LLLP c/o Enterprise Community Asset Management, Inc. 70 Corporate Center 11000 Broken Land Parkway, Suite 700 Columbia, Maryland 21044 Attn: Asset Management Gubb & Barshay LLP 505 14th Street, Suite 450 Oakland, CA 94612 Attn: Sarah C. Perez, Esq. SECTION 11.04. Trustor Not Released. Extension of the time for payment or modification of the terms of payment of any sums secured by this Deed of Trust granted by the Beneficiary to any successor -in -interest of Trustor shall not operate to release, in any manner, the liability of the original Trustor. The 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. 12767-0008\2488504v7.doc -13- Without affecting the liability of any person, including the 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, the Beneficiary and the Trustee are respectively empowered as follows: the 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 any 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; the Trustee may, at any time and from time to time, upon the written request of the 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. The Beneficiary may at any reasonable time or times upon reasonable notice 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, the Beneficiary shall request that Trustee reconvey the Property and shall surrender this Deed of Trust and Promissory 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, the 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, the Trustee may destroy the Promissory Note and this Deed of Trust unless otherwise directed by the 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 "Trustor" 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 Promissory Note secured hereby. In this Deed of Trust wherever the context so requires, the masculine gender includes the feminine and/or neuter, 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. Unless otherwise specified, in computing any period of time described herein, the term "days" means calendar days, unless the final days of any designated period of time is not a "business day" (as defined below), in which case the period shall run until the end of the next business day. A "business day" is any day that is not a Saturday, Sunday or legal holiday for national banks located in California. The last day of any period of time described herein shall be deemed to end at 5:00 p.m., Pacific Time. 12767-0008\2488504v7.doc -14- SECTION 11.08. Consent. The granting or withholding of consent by the 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 the Trustor and the successors in trust of the Trustee and the endorsees, transferees, successors and assigns of the Beneficiary. In the event that the 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. The 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 the Beneficiary. SECTION 11.12. Subordination. This Deed of Trust shall not diminish or affect the rights of Senior Lenders (as defined below). The Beneficiary and the 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 Senior Financing Documents (as defined below) and to all advances heretofore made or which may hereafter be made pursuant to any of the Senior Financing Documents, including all sums advances for the purposes of (i) protecting or further securing the lien of any of the Senior Financing Documents, curing defaults by the Trustor under any of the Senior Financing Documents or for any other purpose expressly permitted by any of the Senior Financing Documents, or (ii) constructing, renovating, repairing, furnishing, fixturing or equipping the Property. The terms and provisions of the Senior Financing Documents are paramount and controlling, and they superseded any other terms and provisions hereof in conflict therewith. The Trustor shall be permitted to refinance the loans evidenced by the Senior Financing Documents, and this Deed of Trust shall be subject and subordinate to the liens, terms, covenants and conditions of any such refinancing. The Beneficiary shall execute instruments further evidencing such subordination upon request. The "Senior Financing Documents" shall mean, collectively described below, and recorded concurrently herewith: (a) the construction loan promissory note in the maximum principal amount of $16,490,000.00 (the "Bank Note") issued by the Trustor and payable to Bank of America, N.A. (the "Bank"), the deed of trust made by the Trustor for the benefit of the Bank recorded concurrently herewith in the Official Records of the County of San Luis Obispo (the "Official Records"), and all other documents executed by the Trustor in connection with the loan evidenced by the Bank Note; (b) the first mortgage loan permanent promissory note in the maximum principal amount of $1,980,000.00 (the "CCRC Note") issued by the Trustor and payable to California Community Reinvestment Corporation (the "CCRC"), the deed of trust made by the Trustor for the benefit of CCRC to be recorded concurrently herewith in the Official Records, and all other documents executed by the Trustor in connection with the loan evidenced by the CCRC Note; and 12767-0008\2488504v7.doc -15- (c) the second mortgage loan permanent promissory note in the maximum aggregate principal amount of $1,737,651.00 (the "HCD Note") issued by the Trustor and payable to the State of California Housing and Community Development Department ("HCD"), the deed of trust made by the Trustor in favor of HCD to be recorded concurrently herewith in the Official Records, and all other documents executed by the Trustor in connection with the loan evidenced by the HCD Note. SECTION 11.13. Request for Notices of Default and Sale. SUBSECTION 11.13(a). The Trustor hereby requests that a copy of any notice of default and notice of sale as may be require by law or by this Deed of Trust be mailed to the Trustor at its address above stated. SECTION 11.14. Transfer. The Trustor shall not voluntarily or involuntarily assign or otherwise transfer any of its rights, duties, liabilities or obligations hereunder or under the Note without the prior written consent of the Beneficiary. Notwithstanding the forgoing, the Trustor shall have the right to sell, convey, transfer or dispose of the Property or any part thereof or any interest therein, or to enter into an agreement to do so, without the prior written consent of the Beneficiary, and provided that such transferee agrees to assume all of the obligations of the Trustor under this Deed of Trust, the Note and the Affordable Housing Agreement, the Trustor shall be permitted to assign its rights, duties, liabilities and obligations under this Deed of Trust, the Note and the Affordable Housing Agreement to the transferee, and the Note shall not become due and payable. In addition, and notwithstanding anything to the contrary in this Deed of Trust or the other documents evidencing and/or securing the Loan (the "Loan Documents"), (a) the withdrawal, removal and/or replacement of a general partner of the Trustor (the "General Partner") by the limited partner of the Trustor for cause pursuant to the terms of the Trustor's amended and restated agreement of limited partnership shall not constitute a default under any of the Loan Documents, and any such actions shall not accelerate the maturity of the Loan, provided that any substitute general partner that is not an affiliate of the limited partner is reasonably acceptable to the Beneficiary and is selected with reasonable promptness (it being agreed that no consent of the Beneficiary shall be required if the substitute general partner is an affiliate of the Limited Partner), and (b) all or a portion of the interests of the Trustor's limited partners shall be transferable without the consent of the Beneficiary except that, prior to payment in full of all capital contributions, the interest the limited partners in the Trustor shall be transferable to a non -affiliate of the limited partners only with the consent of the Beneficiary, which consent shall not be unreasonably withheld. SECTION 11.15. Change of Ownership. The Beneficiary acknowledges that Trustor anticipates taking the following action concurrently with the closing of a construction loan for the Project: transfer ninety-nine percent (99%) or more of the limited partnership interests in the Trustor to a tax credit investor. The Beneficiary hereby approves such transfer. Any future changes in the Trustor's constituent partners shall not require the Beneficiary's consent, so long as the Trustor and the Property continue to be subject of the Deed of Trust, the Note and the Affordable Housing Agreement. 12767-0008\2488504v7.doc -16- SECTION 11.16. Attorneys' 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 attorneys' fees. SECTION 11.17. Extended Use Agreement. In order to receive and allocation of federal low income housing tax credits, the Trustor will be required to record in the real property records of the County in which the property is located, an "extended low-income housing commitment" (as defined in Section 42(h)(6)(B) of the Internal Revenue Code of 1986, as amended ("Code")) ("Extended Use Agreement"). The Beneficiary acknowledges and agrees that, in the event of a foreclosure of its interest under this Deed of Trust or delivery by the Trustor of a deed in lieu thereof (collectively, a "Foreclosure"), the Beneficiary agrees to comply with the following rule contained in Section 42(h)(6)(E)(ii) of the Code: For a period of three (3) years from the date of Foreclosure, with respect to any unit that had been regulated by the Extended Use Agreement, (i) none of the eligible tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause, including but not limited to, the tenants' ineligibility pursuant to regulations of Section 42 of the Code, (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. SECTION 11.18. Security Agreement and Fixture Filing. This Deed of Trust is also intended to be and shall constitute both a "security agreement" and a "fixture filing" as defined in the California Commercial Code, the Trustor being the Debtor and the Beneficiary being the Secured Party. The Trustor hereby grants the Beneficiary a security interest in all fixtures, and in all goods which are or are to become fixtures on the Property, for the purpose of securing all indebtedness and other obligations of the Trustor now or hereafter secured by this Deed of Trust. The products of such collateral are also covered hereby. This Deed of Trust, as a fixture filing, is to be recorded in the real estate records covering the real property covered hereby. The Trustor authorizes the Beneficiary to execute, deliver, file and record (as necessary) financing and continuation statements covering such property from time to time in such form as the Beneficiary may require to perfect and continue the perfection of the Beneficiary's security interest with respect to such property, and to reimburse the Beneficiary for any costs incurred in filing such financing statements and any continuation statements. Upon the occurrence of any default by the Trustor hereunder, the Beneficiary shall have the rights and remedies of a secured party under the California Commercial Code, as well as all other rights and remedies available at law or in equity or as provided herein, all at the Beneficiary's option. The Trustor and the Beneficiary agree that the filing of a financing statement in the records normally having to do with personal property shall never be construed as in any way derogating from or impairing this declaration and the hereby stated intention of the parties hereto that everything used in connection with the operation or occupancy of such property or the production of income therefrom is and, at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as real property encumbered by this Deed of Trust and fixture filing, irrespective of whether (a) any such item is physically attached to the buildings and improvements, (b) serial numbers are used for the better identification of certain equipment, or (c) any such item is referred to or reflected in any such financing statement so filed at any time. Such mention in the financing statement is declared to be for the protection of the Beneficiary in the event any court or judge shall at any time hold that notice of the Beneficiary's priority of interest must be filed in the Uniform Commercial Code records to be effective against a particular class of persons, including, but not limited to, the federal government and any subdivisions or entities of the federal government. 12767-0008\2488504v7.doc -17- IN WITNESS WHEREOF, the undersigned have executed this Deed of Trust as of the day and year first above written. TRUSTOR: Broad Street Place, L.P., a California limited partnership Broad Street Place LLC, a California Limited Liability Company Its: General Partner By: People's Self -Help Housing Corporation, a California nonprofit public benefit corporation, Its: Sole Member / Manager By: Name: Mor en Benevedo Its: Executive Vice President BENEFICIARY: City of San Luis Obispo, a California charter city and municipal corporation By: Name: Michael Codron Its: Community Development Director 12767-0008\2488504v7.doc -18- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of San Luis Obispo ) On , 2 7-1 , before me, l ( aV(A- t5COPJ (�/ A--�� J v� r q ( (sect game and title of the officer) ' Notary Public' personally appeared � ( 1/'j'wy�� ✓ci,,A 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 foregoing paragraph is true and correct. WITNnv� official seal. Signature (Seal) CARA ALEXANDRA VERESCHAGIN Notary Public • California z San Luis Obispo County D Commission # 2255915 My Comm. Expires Aug 26, 2022 12767-0008\2488504v7.doc -19- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Luis Obispo On _a4 S , 7,02( , before me, L.A , Bccre-A,�ja �{ L t (insert name and title of the officer) Notary Public, personally appeared R G ENcU�y , 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 foregoing paragraph is true and correct. WITH SS my hand and official s 1. Signature_ (Seal) L. A. BERTRAND NotaryPublic-California z z San Luis Obispo County z Commission; 2210707 My Comm. Expires Sep 16, 2021 12767-0008\2488504v7.doc -20- EXHIBIT A Legal Description Real property in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as follows: PARCEL A: PARCEL 3 OF PARCEL MAP SLO 13-0003, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP' RECORDED JANUARY 31, 2014 IN BOOK 77 OF PARCEL MAPS AT PAGES 16 AND 17. PARCEL B: A 40 FOOT PRIVATE ACCESS AND UTILITY EASEMENT OVER PARCEL 2 OF PARCEL MAP SLO 13-0003, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED JANUARY 31, 2014 IN BOOK 77 OF PARCEL MAPS AT PAGES 16 AND 17. APN: 053-231-048 12767-0008\2488504v7.doc