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D-1579 Judson Terrace Lodge - 3042 August Street - 004-972-028 - 004-972-052 Recorded 01/30/2003
tl111j��iii��INIIIIIN�';9111111 February 3, 2003 To Lee Price, City Clerk From: Gil Trujillo, Acting City Attorney Ole/ Subject: Judson Terrace Homes Documents I am forwarding the following original documents we received from First American Title Insurance Company for Judson Terrace Homes: • Copy of all recorded documents • Original Note in the amount. of $417,000.00 • Original Addendum: Acknowledgement of Revisions Please place these in the City's official files as appropriate. GAT /sw attach. c: Jeff Hook (w /o attach) RECEIVED FEB 0 3 2003 SLO GIN CLERK 16 AV Q W-A RECORDING REQUESTED BY First American Title Company 849 Pacific Street S�� cj�ol isgg�, CA 93401 WHEN RECORDED, MAIL TO:. Lee Price, City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 001- 2, APN: GO - 'bm& San Luis OODEWA� D Clerk/Recorder 1 Recorded at the request of First American Title Company C : 200.1009750 5 DOGS 0- sR ,� 1/30/2003 8:00 AM Titles: 5 Pages: 39 Fees 0.00 Taxes 0.00 Others 0.00 PAID $0.00 i PURCHASE MONEY DEED OF TRUST, DEED OF TRUST COVENANTS, AFFORDABILITY AGREEMENT, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS PURCHASE MONEY DEED OF TRUST, DEED OF TRUST COVENANTS, AFFORDABILITY AGREEMENT, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AN IXTURE FILING (collectively, "Deed of Trust ") is made as of this /0 7K, day of 2003, by and between the City of San Luis Obispo .( "City ", "Be eficiary", or "Lender ") and Judson Terrace Lodge, a California non - profit public benefit corporation ( "Owner" or "Trustor "), collectively, "the Parties;" To First American Title Insurance Company ( "Trustee ") in favor of the CITY OF SAN LUIS OBISPO, a municipal corporation, whose address is 990 Palm Street, San Luis Obispo, California 93401 RECITALS A. CITY has loaned to Owner Community Development Block Grant ( "CDBG ") funds to acquire and improve certain Property located at 3042 Augusta Street, as more particularly described in Exhibits A and B (attached hereto and incorporated herein), and hereinafter referred to as the "Property." B. OWNER intends to administer said Property to provide rental housing affordable to very-low or low- income persons. C. CITY and OWNER desire to assure that the dwellings in this rental housing project remain affordable to very-low and low- income persons for a period of not less than 30 years from the date of close of escrow. T Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 2 NOW, THEREFORE, THIS DEED OF TRUST WITNESSETH: 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 trust, with power of sale and right of entry. and possession, all of Trustor's estate, right, title and interest in, to and under the Property; TOGETHER WITH all structures and improvements now existing or hereafter erected on the Property, all easements, rights and appurtenances ithereto 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 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 Property, including, ibut 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 Property and, whether or not affixed or annexed thereto, be deemed conclusively to be 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 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 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, ofl 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 Property, is herein referred to as the "Property." Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 3 ARTICLE 1. DEFINITIONS. 1.01. "Affordable to very-low and low - income" means residential rental or sales costs that conform to income and affordable housing standards issued by the Community Development Director of the City of San Luis Obispo and updated periodically to reflect state or federal housing cost indices. 1.02. "HUD" shall mean the U.S. Department of Housing and Urban Development and its staff. 1..03. "Eligible" shall mean persons or households whose incomes meet the standards for very- low or low- income categories in the City's most current Affordable Housing Standards, as issued periodically by the City's Community Development Department. ARTICLE 2. 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 Four Hundred and Seventeen Thousand Dollars ($417,000.00) ( "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 total of all City funds loaned to Trustor, said funds being from the City's Community Development Block Grant program and Affordable Housing Fund. The purposes of said loan is to help Trustor puchase and improve the Property for housing affordable to very-low and low- income persons; (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; and (c) Performance of all covenants of Trustor made in this Deed of Trust. ARTICLE 3. DEED COVENANTS. To protect the security of this Deed of Trust, Trustor and Trustee hereby covenant and agree as follows: SECTION 3.01. Restrictions on Use and Occupancy. The Property shall be used solely for affordable rental housing and occupied solely by very-low or low- income households, consistent with the Project Description, Exhibit "C." s Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 4 SECTION 3.02. Term, Use and Occupancy Restrictions. Trustor agrees that the above restrictions to the use and occupancy shall remain in.effect for a period of not less than thirty (30) years from the date of the close of escrow of the Property's initial acquisition, after which time this Deed of Trust shall automatically expire. 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 occupancy by eligible very-low or low income persons. Any sale, lease, rental, or other transfer of the Property in violation of this covenant shall be void, as provided below. SECTION 3.03. 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. 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 the term of this Agreement. The parties also agree that all future deeds or transfers of interest regarding the properties shall show and be bound by these covenants for the term of this Agreement. SECTION 3.04. Right of First Refusal. Upon resale, Trustor and Trustee agree that the City or the Housing Authority of the City of San Luis Obispo, or other housing provider approved by the City, shall have the right of first refusal to purchase the Property at the then current appraised value, as further described in the Note. SECTION 3.05. 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 4. HUD - REQUIRED PROVISIONS. SECTION 4.01. Notwithstanding any other provision in this Agreement, and so long as a mortgage affecting the development and the Property is 'held by the Secretary of Housing and Urban Development, including his successors and assigns (collectively the "HUD Secretary" or "HUD "), or a regulatory agreement and/or use agreement in favor of the HUD Secretary is still outstanding; the following provisions shall apply: (a) All of the provisions of this Agreement shall be subject and subordinate to all applicable HUD mortgage and capital advance regulations and related administrative requirements under Section 202, Supportive Housing for the Elderly, of the Housing Act of 1959, as amended (the "Section 202 Program "). In the event of any conflicts between the provisions of this Agreement and the provisions of any applicable HUD regulations, related HUD administrative requirements or HUD capital advance documents, including, Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 5 but not necessarily limited to, a Capital Advance Agreement; a Capital Advance Program Use Agreement, a Capital Advance Program Regulatory Agreement, A Deed of Trust With Assignment of Rents, A Security Agreement and a UCC Financing Statement (collectively, the "HUD Documents "), the HUD Regulations, related HUD Administrative requirements and HUD Documents shall govern and control; (b) Enforcement of the provisions of this Agreement shall not result in any claim against the Development, the Section 202 Program capital advance proceeds, any reserve or deposit required by HUD and deposited with the HUD Secretary (or another) in connection with the Section 202 Program transaction, or other income from the development and the Property, other than (i) available residual receipts authorized for release by HUD and (ii) the non - Project assets of the Owner; (c) In the event that any of the restrictions on occupancy, use and rents described in this Agreement at any time exceed HUD's restrictions on occupancy, use and rents under the Section 202 Program, or otherwise affect the financial viability of the development (i.e., impairing the Owner's ability to sustain a level of income sufficient to meet all financial obligations of the development, including HUD - required escrows and development operating expenses), as determined by HUD, then HUD reserves the right to require the City to remove or void all or any portion of the occupancy, use and rent restrictions described in this Agreement. In the absence of the City's compliance with a HUD request that the City remove or void the restrictions, then the City expressly recognizes the power of the HUD Secretary to take the appropriate action to unilaterally remove or void the restriction(s) and that HUD shall not have to look any further than this Agreement containing the restriction(s) for the power to remove or void it/them; (d) The City shall not declare a default under the Agreement without prior written consent of the HUD Secretary; and (e) This Agreement shall not be amended without the prior written consent of the HUD Secretary, which consent shall not be unreasonably withheld. ARTICLE 5 — INSURANCE REQUIREMENTS SECTION 5.01. 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 5.02. Trustor shall also maintain in full force and effect a policy of 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 Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 6 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 5.03. 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 5.04. 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 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 5.05. 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 Rating 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 5.06. 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 5.07. 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, Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 7 insolvency of insurance companies or payment or defense of lawsuits and Trustor hereby expressly assumes full responsibility therefore and all liability, if any, with respect thereto. SECTION 5.08. Condemnation and Insurance Proceeds. SUBSECTION 5.08(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 5.08(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 name 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 amount so collected or any part of that amount may be released to Trustor. This application or release shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such notice. SUBSECTION 5.08(c). 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 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 6. 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. Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 8 ARTICLE 7. RENTS AND PROFITS. Trustor acknowledges and agrees that the Property shall at all times be occupied as rental housing for very-low and low income persons and shall not be leased or rented for other uses during the term of the Note and this Deed of Trust. 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 12 hereof shall 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 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 8. 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 therefore, 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 9. PROTECTION OF SECURITY: COSTS AND EXPENSES. Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 9 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 otherwise protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of 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 disbursement. 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 10. ENFORCEMENT. Section 10.01. Acknowledgement of Enforceability. Trustor represents, warrants, covenants and agrees that it is the lawful owner of 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 Beneficiary and that 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 Beneficiary or any predecessor -in- 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. Trustor covenants and warrants that the Note and this Deed of Trust are valid and enforceable obligations of Trustor in accordance with the terms • Deed of Trust/Deed of Trust Covenants —.3042 Augusta Street Page 10 • thereof and hereof; and that this Deed of Trust does not, nor does the Note, nor does the performance 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. ARTICLE 1.1. 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 11.01. Breach of Covenants. - Default by Trustor in the performance of any of the covenants or agreements of Trustor contained herein, in the Note 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 11.02. 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 11.03. 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. SECTION 11.04. 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 11.05. 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. Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 11 ARTICLE 12. 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 12.01. 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 12.02. Entry. Whether or not Beneficiary exercises the right provided in Section 12.01 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 terms 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 name, 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 Property any of the Property that has been removed there from. 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 Default or election to sell has been given hereunder and without regard to the adequacy of the security for the indebtedness hereby secured. SECTION 12.03. 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 Housing Agreement. Deed of Trust/Deed of Trust Covenants. — 3042 Augusta Street Page 12 SECTION 12.04. Power of Sale. SUBSECTION 12.04(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 aright 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 12.04(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 therefore. 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 12.04(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 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, 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 12.04(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 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 12.05. 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/Deed of Trust Covenants — 3042 Augusta Street Page 13 • 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 12.06. Waiver of Marshaling. 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 12.07. 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 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 Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 14 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 determined adversely, then, and in every such case, Trustor and Beneficiary shall be restored to their former positions and rights hereunder with respect to the Property subject to the lien hereof. ARTICLE 13. MISCELLANEOUS SECTION 13.01. 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 13.02. 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 13.03. 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 of default or notice of sale provided or required by law shall, if mailed, be deemed effective on the date of mailing. SECTION 13.04. 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 Beneficiary to any • Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 15 0 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 therefore, 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 13.05. 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 13.06. 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 13.07. 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 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 • Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 16 • 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 13.08. 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 13.09. 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 there from are and shall be joint and several as to each such party. SECTION 13.10. Governing Law. This Deed of Trust shall be governed by and construed under the laws of the State of California. SECTION 13.11. 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 13.12. Superiority of First Lender Documents. SUBSECTION 13.12(a). This Deed of Trust shall not diminish or affect the rights of the First Lender under that certain deed of trust dated January 1 , 2003 , executed by the Trustor in favor of the First Lender and recorded in the County of San Luis Obispo on (to be recorded) 01 /30 /0,3and assigned Instrument No. ----- - - - - -- or any subsequent First Lender deeds of trust hereafter recorded against the Security (the "First Deed of Trust "), except as provided in Subsection 12.13(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, fixturing or equipping the Property. The terms and provisions of the First Deed of Trust are paramount and controlling, and they supersede any other terms and provisions hereof in conflict therewith. SUBSECTION 13.12(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, and (ii) the Beneficiary shall not have cured the default *CONCURRENTLY HEREWITH 0 . • Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 17 under the First Deed of Trust, or diligently pursued curing the default as determined by the First Lender, within the 60 -day period provided in 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 13.13. Request for Notices of Default and Sale. SUBSECTION 13.13(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 13.13(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, 990 Palm Street, San Luis Obispo, California 93401. SECTION 13.14. No Transfer. 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 Beneficiary. SECTION 13.15. 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. SECTION 13.16. Notices. Notices required to be sent to CITY shall be sent by certified mail, return receipt requested, to the following address: Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 1 Community Development Director, c/o City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Notices required to be sent to OWNER shall be sent by certified mail, return receipt requested, to the following address: Judson Terrace Lodge 3042 Augusta Street San Luis Obispo, CA 93401 Attn: Administrator IN WITNESS WHEREOF, the undersigned have executed this Deed of Trust as of the day and year first above written. JUDSON TERRACE LODGE, A CALIFORNIA CORPORATION: Sharon Kuhlenschmidt, Chairperson Eldora Warkentin, Vice Chair CITY OF SAN LUIS OBISPO: ian, City Officer /2/03 1--2 - OZ Date APPROVED AS TO FORM AND LEGAL EFFECT: ///6/6 Attorney Date Deed of Trust/Deed of Trust Covenants — 3042 Augusta. Street Page 19 by: STATE OF CALIFORNIA COUNTY OF SAN LUIS OBISPO SS. On 'LOD 3 before me, �el(1Ct e hi personally appeared GV-C (Name and Title of Officer) A avi IG 1 do �_a (name of Signer(s) ❑ personally known to me - OR - '1 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 agreement. wwwwwwwwwo JODIE DICKEY L33W�XM COMM. #1298070 NOTARY PUBL'C CALIFORNIA WITNESS m hand and official seal. sAN Luis oeisPO couNTY o y My Comm. Expires March 22,2005-4 �. � Signature of No6q Public Title of Document Date of Document No. of Pages Other signatures not acknowledged: Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 20 CERTIFICATE This is to certify that the interest in the Property described in Exhibits A and B and conveyed by the Deed of Trust/Deed of Trust Covenants dated 111-010,-4 , from Judson Terrace Lodge, a California non - profit public benefit Corporation, to the City of San Luis Obispo, a Charter Municipal Corporation, is hereby accepted by the undersigned officer or agent on behalf of the Council of the City of San Luis Obispo, pursuant to the authority granted by City Council Resolution No. 8190 (1993 Series), adopted July 6, 1993, and the grantee consents to recordation thereof by its duly authorized officer. QTY O AN LUIS OBISPO: Ken H pian, . ity Administrative Officer Notary: STATE OF CALIFORNIA COUNTY OF SAN LUIS OBISPO On a, /}-- / y / eg � 03 e /e3 -?-, Date SS. me, �.' personally (Name and Title of Officer) (name of Sigher(s) personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in 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 agreement. WITNESS my of Notary Public LEE PRICE Commission # 1220447 i Notary Pubiic - Califamia San Luis Obispo County My Comm 5#g "21, 2003 I January 27, 2003 ADDENDUM: ACKNOWLEDGEMENT OF REVISIONS Re: PURCHASE MONEY DEED OF TRUST, DEED OF TRUST COVENANTS, AFFORDABILITY AGREEMENT, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING Project: Judson Terrace Lodge Location; 3042 Augusta Street, San Luis Obispo, California. WHEREAS, at the request of the U.S. Department of Housing and Community Development (HUD), the City of San Luis Obispo has revised said document to include additional information regarding HUD's rights and responsibilities; NOW THEREFORE, Judson Terrace Lodge (JTL) and the City of San Luis Obispo,. hereby acknowledge and approve said revisions, as listed below, in legislative text (underlined text is added): SECTION 3.04. Right of First Refusal. Upon resale, Trustor and Trustee agree that the City or the Housing Authority of the City of San Luis Obispo, or other housing provider approved by the City, shall have the right of first refusal to purchase the Property at the then current appraised value, as further described in the Note. Notwithstanding the foregoing, so long as Section 4.01 shall apply, said right of first refusal shall require HUD's prior written consent. SECTION 4.01. (e) HUD approval of a Transfer of Physical Assets (TPA) shall be deemed to constitute approval of the TPA by the City. (f) This Agreement shall not be amended without the prior written consent of the HUD Secretary, which consent shall not be unreasonably withheld.. SECTION 13.12. Superiority of First Lender Documents. SUBSECTION 13.12. This Deed of Trust shall not diminish or affect the, rights of the First Lender under that certain deed of trust dated. January 1, 2003 , , executed by the Trustor in favor of the First Lender and recorded in the County of San Luis Obispo on .January -40 , 2003 , and assigned Instrument No. CONCURRENTLY HEREWITH or any subsequent First Lender deeds of trust hereafter recorded against the Security (the "First Deed of Trust "), except as provided in Subsection 13.12(b) below. Addendum: Acknowledgement of Revisions, JTL Deed of Trust Page 2 SECTION 13.14. No Transfer. Subject to the rights of HUD under Section_4.01(e) herein, which shall og vern, 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 Beneficiary., CITY OF SAN LUIS OBISPO Ken Hampian, City Administrative Officer Date Gilbert Trujillo, Acting City Attorney JUDSON TERRACE LODGE ice/ Jh/UCDBG /acknowledgementofrevisions -D?j Date Date Date Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 3 ARTICLE 1. DEFINITIONS. 1.01. "Affordable to very-low and low- income" means residential rental or sales costs that conform to income and affordable housing standards issued by the Community Development Director of the City of San Luis Obispo and updated periodically to reflect state or federal housing cost indices.. 1.02. "HUD" shall mean the U.S. Department of Housing and Urban Development and its staff. 1.03. "Eligible" shall mean persons or households. whose incomes meet the standards for very- low or low- income categories in the City's most current Affordable Housing Standards, as issued periodically by the City's Community Development Department. ARTICLE 2. 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 Four Hundred and Seventeen Thousand Dollars ($417,000.00) ( "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 total of all City funds loaned to Trustor, said funds being from the City's Community Development Block Grant program and Affordable Housing Fund. The purposes of said loan is to help Trustor puchase and improve the Property for housing affordable to very-low and low- income persons; (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; and (c) Performance of all covenants of Trustor made in this Deed of Trust. ARTICLE 3. DEED COVENANTS. To protect the security of this Deed of Trust, Trustor and Trustee hereby covenant and agree as follows: SECTION 3.01. Restrictions on Use and Occupancy. The Property shall be used solely for affordable rental housing and occupied solely by very--low or low- income households, consistent with the Project Description, Exhibit "C." SECTION 3.02. Term, -Use and Occupancy Restrictions. Trustor agrees that the above restrictions to the use and occupancy shall remain in effect for a period of not less than thirty (30) years from the date of the close of escrow of the Property's initial acquisition, after which time this Deed of Trust shall automatically expire. Further, Trustor agrees that all future grant deeds Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 4 • 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 occupancy by eligible very-low or low income persons. Any sale, lease, rental, or other transfer of the Property in violation of this covenant shall be void, as noted below. SECTION 3.03. 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. 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 the term of this Agreement. The parties also agree that all future deeds or transfers of interest regarding the properties shall show and be bound by these covenants for the term of this Agreement. SECTION 3.04. Right of First Refusal. Upon resale, Trustor and Trustee agree that the City or the Housing Authority of the City of San Luis Obispo, or other housing provider approved by the City, shall have the right of first refusal to purchase the Property at the then current appraised value, as further described in the Note. Notwithstanding the foregoing, so long as Section 4.01 shall apply, said right of first refusal shall require HUD's prior written consent. SECTION 3.05. 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 4. HUD - REQUIRED PROVISIONS. SECTION 4.01. Notwithstanding any other provision in this Agreement, and so long as a mortgage affecting the development and the Property is held by the Secretary of Housing and Urban Development, including his successors and assigns (collectively the "HUD Secretary" or "HUD "), or a regulatory agreement and/or use agreement in favor of the HUD Secretary is still outstanding, the following provisions shall apply: (a) All of the provisions of this Agreement shall be subject and subordinate to all applicable HUD mortgage and capital advance regulations and related administrative requirements under Section 202, Supportive Housing for the Elderly, of the Housing Act of 1959, as amended (the "Section 202 Program "). In the event of any conflicts between the provisions of this Agreement and the provisions of any applicable HUD regulations, related HUD administrative requirements or HUD capital advance documents, including; but not necessarily limited to, a Capital Advance Agreement, a Capital Advance Program Use Agreement, a Capital Advance Program Regulatory Agreement, A Deed of Trust With Assignment of Rents, A Security Agreement and a UCC Financing Statement (collectively, the "HUD Documents "), the HUD Regulations, related HUD Administrative requirements and HUD Documents shall govern and control; Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 5 (b) Enforcement of the provisions of this Agreement shall not result in any claim against the .Development, the Section 202 Program capital advance proceeds, any reserve or deposit required by HUD and deposited with the HUD Secretary (or another) in connection with the Section 202 Program transaction, or other income from the development and the Property, other than (i) available residual receipts authorized for release by HUD and (ii) the non - Project assets of the Owner; (c) In the event that any of the restrictions on occupancy, use and rents described in this Agreement at any time exceed HUD's restrictions on occupancy, use and rents under the Section 202 Program, or otherwise affect the financial viability of the development (i.e., impairing the Owner's ability to sustain a level of income sufficient to meet all financial obligations of the development, including HUD - required escrows and development operating expenses), as determined by HUD, then HUD reserves the right to require the City to remove or void all or any portion of the occupancy, use and rent restrictions described in this Agreement. In the absence of the City's compliance with a HUD request that the City remove or void the restrictions, then the City expressly recognizes the power of the HUD Secretary to take the appropriate action to unilaterally remove or void the restriction(s) and that HUD shall not have to look any further than this Agreement containing the restriction(s) for the power to remove or void it/them; (d) The City shall not declare a default under the Agreement without prior written consent of the HUD Secretary; and (e) HUD approval of a Transfer of Physical Assets (TPA) shall be deemed to constitute approval of the TPA by the City. (f) This Agreement shall not be amended without the prior written consent of the HUD Secretary, which consent shall not be unreasonably withheld. ARTICLE 5 — INSURANCE REQUIREMENTS SECTION 5.01. 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 5.02. Trustor shall also maintain in full force and effect a policy of 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 Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 16 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 13.08. 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 13.09. 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 there from are and shall be joint and several as to each such party. SECTION 13.10. Governing Law. This Deed of Trust shall be governed by and construed under the laws of the State of California.. SECTION 13.11. 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 13.12. Superiority of First Lender Documents. SUBSECTION 13.12(a). This Deed of Trust shall not diminish or affect the rights of the First Lender under that certain deed of trust dated JANUARY 1, 2003 , , executed by the Trustor in favor of the First Lender and recorded in the County of San Luis Obispo on JANUARY 30 , 2003 , , and assigned Instrument No. * or any subsequent First Lender deeds of trust hereafter recorded against the Security (the "First Deed. of Trust "), except as provided in Subsection 13.12(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, fxturing or equipping the Property. The terms and provisions of the First Deed of Trust are paramount and controlling, and they supersede any other terms and provisions hereof in conflict therewith. SUBSECTION 13.12(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, and (ii) the Beneficiary shall not have cured the default * CONCURRENTLY HEREWITH Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 17 under the First Deed of Trust, or diligently pursued curing the default as determined by the First Lender, within the 60 -day period provided in 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 13.13. Request for Notices of Default and Sale. SUBSECTION 13.13(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 13.13(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, 990 Palm Street, San Luis Obispo, California 93401. SECTION 13.14. No Transfer. Subject to the rights of HUD under Section 4.01(e) herein, which shall govern, 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 Beneficiary. SECTION 13.15. 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. SECTION 13.16. Notices. Notices required to be sent to CITY shall be sent by certified mail, return receipt requested, to the following address: EXMIT "A" ALL THAT CERTAIN LAND SITUATED IN THE STATE OF .CALIFORNIA, COUNTY OF SAN LUIS OBISPO, AND IS DESCRIBED AS FOLLOWS:. PARCEL ONE: THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT DIABLO MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 16 OF THE GOLDTRE.E VINEYARD TRACT AS SHOWN ON MAP FILED IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 °37'00' WEST, 1,190.89 FEET TO THE SOUTHWESTERLY LINE OF COUNTY ROAD NO. 257, AS DESCRIBED IN THE DEED TO THE COUNTY OF SAN LUIS OBISPO, RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 72 °00'00" EAST, 372.70 FEET TO THE NORTHWESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO JOHN GAUSTAD, RECORDED JULY 12, 1948, IN BOOK 484, PAGE 1 OF OFFICIAL RECORDS; THENCE ALONG NORTHWESTERLY LINE OF SAID LAND OF JOHN GAUSTAD 30 041'00" WEST, 8.20 FEET TO A POINT; THENCE CONTINUING ALONG SAID NORTHWESTERLY LINE SOUTH 30 041'00" WEST, 146.80 FEET TO! A POINT; SAID POINT BEING THE MOST WESTERLY CORNER OF THE PROPERTY CONVEYED TO GEORGE R. ROBERTSON AND CONSTANCE M. ROBERTSON BY DEED RECORDED JUNE 9, 1969, IN BOOK 1520, .PAGE 43 OF OFFICIAL RECORDS, AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 72 000'00" EAST ALONG THE SOUTHWESTERLY LINE OF THE PROPERTY CONVEYED TO ROBERTSON AND THE SOUTHEASTERLY PROLONGATION THEREOF, 150.00 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF THE PROPERTY CONVEYED TO GAUSTAD AS AFOREMENTIONED; THENCE SOUTH 30 °41'00" WEST ALONG THE SOUTHEASTERLY LINE OF SAID GAUSTAD PROPERTY; 135.00 FEET TO THE MOST SOUTHERLY CORNER THEREOF; THENCE NORTH 72 000'00" WEST, 150 FEET TO THE MOST WESTERLY CORNER OF SAID GAUSTAD PROPERTY; THENCE NORTH 30 041'00" EAST, 135.00 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. SAID PROPERTY BEING A PORTION OF PARCEL A OF PARCEL MAP SL077 -118 RECORDED ON SEPTEMBER 26, 1977, IN. BOOK 23, PAGE 88 OF PARCEL MAPS. AND ALL THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL, DESCRIBED AS FOLLOWS: 0 - . 0 BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT, ACCORDING TO MAP RECORDED SEPTEMBER 30,1893 IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 037'00" WEST, 1190.89 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF COUNTY ROAD NO. 257, AS CONVEYED TO THE COUNTY OF SAN LUIS OBISPO IN DEED RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS; THENCE SOUTH 72 °00'00" EAST ALONG SAID SOUTHWESTERLY LINE 522.70 FEET FOR THE TRUE POINT OF BEGINNING, SAID POINT BEING THE NORTHWEST CORNER OF THE PROPERTY CONVEYED_ TO F. P. SILVEIRA AND WIFE IN DEED DATED JULY 29, 1942 AND RECORDED JULY 30, 1942 IN BOOK 324, PAGE 367 OF OFFICIAL RECORDS; THENCE FROM SAID TRUE POINT OF BEGINNING ALONG THE SOUTHWESTERLY LINE OF SAID ROAD SOUTH 72 000'00" EAST, 75.00 FEET; THENCE LEAVING SAID SOUTHWESTERLY LINE AND RUNNING SOUTH 30 041'00" WEST, 290 FEET TO THE SOUTH LINE OF THE PROPERTY CONVEYED TO SAID F. P. SILVEIRA AND WIFE; THENCE ALONG SAID SOUTH LINE NORTH 72 000'00" WEST, 75.00 FEET TO THE SOUTHWEST CORNER OF THE PROPERTY SO CONVEYED; THENCE NORTH 30 °41'00" EAST ALONG THE WESTERLY LINE OF THE PROPERTY SO CONVEYED 290.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO HENRY V. BETTENCOURT AND MARIE JANE BETTENCOURT IN, DEED DATED MARCH 18, 1957 IN BOOK 884, PAGE 300 OF OFFICIAL RECORDS. SAID LAND BEING ALSO DESCRIBED IN THAT CERTAIN NOTICE OF MERGER RECORDED NOVEMBER 6, 2002 AS INSTRUMENT NO. 2002 - 096118 OF OFFICIAL RECORDS. PARCEL TWO: A NON - EXCLUSIVE EASEMENT FOR VEHICULAR INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -1.18 IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, ,STATE OF CALIFORNIA, ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 24.00 FEET IN WIDTH LYING 12.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 72012'12" WEST A DISTANCE OF 8.70 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE SOUTH 18 °10'43" WEST A DISTANCE OF 52.83 FEET; THENCE SOUTH 30 °41'00" WEST A DISTANCE OF 56.27 FEET; THENCE SOUTH 63 °26'39" WEST A DISTANCE OF 86.42 FEET; THENCE SOUTH 18 °16'55" WEST A DISTANCE OF 131.26 FEET TO THE NORTHERLY RIGHT OF WAY OF AUGUSTA STREET AS SHOWN ON SAID PARCEL MAP. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR. SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. PARCEL THREE: A NON - EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -118, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977, IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING' 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 72012'12" WEST A DISTANCE OF 105.92 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE SOUTH 18 °16'37" WEST A DISTANCE OF 21.38 FEET; THENCE SOUTH 71043'23" EAST A DISTANCE OF 7.84 FEET; THENCE SOUTH 18016'37" WEST A DISTANCE OF 30.14 FEET; THENCE SOUTH 71'43'23" EAST A DISTANCE OF 6.70 FEET; THENCE SOUTH 18'16'37" WEST A DISTANCE OF 18.46 FEET; THENCE NORTH 71 °43'23" WEST A DISTANCE OF 14.26 FEET; THENCE SOUTH 18016'37" WEST A DISTANCE OF 20.54 FEET; THENCE NORTH 71 °43'23" WEST A DISTANCE OF 82.58 FEET; THENCE SOUTH .18 ° 16'37" WEST A DISTANCE OF 77.19 FEET; THENCE SOUTH 71043'23" EAST A DISTANCE OF 9.87 FEET; THENCE SOUTH 18° 16'37" WEST A DISTANCE OF 26.46 FEET; THENCE SOUTH 71 °43'23" EAST A DISTANCE OF 65.89 FEET; THENCE SOUTH 18 °15'12" WEST A DISTANCE OF 89.33 FEET; THENCE SOUTH 71 °43'23" EAST A DISTANCE OF 15.74 FEET TO A POINT WHERE SAID STRIP OF LAND WIDEN° TO 9.00 FEET LYING 2.50 FEET ON THE EASTERLY SIDE AND 6.50 FEET ON THE WESTERLY SIDE OF SAID DESCRIBED CENTERLINE; THENCE SOUTH 18 015'12" WEST A DISTANCE OF 15.57 FEET TO THE NORTHERLY RIGHT -OF -WAY OF AUGUSTA STREET AS SHOWN ON SAID PARCEL MAP. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. PARCEL FOUR: AN EASEMENT FOR STORM DRAIN PURPOSES, UNDER, OVER, AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -118 IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED. SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEING NORTH 30 051'43" EAST A DISTANCE OF 11.60 FEET FROM THE MOST WESTERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE NORTH 72 056'44" WEST A DISTANCE OF 111.35 FEET. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE.AT THE WESTERLY LINE OF SAID DEED. tco .00 0 `o G0L_ DTREE VINEYARD TRACT CORNER NO. 16 /O UANp S�� pOUG gS 11 F`1- W � Y z NO. 5571 EXPIRES 9 -30 -05 OF CAL EXHIBIT "B" Map Av�Nv� ON�S7 o 522.7 572p0 00 E - S30'41'00 "W 8.2 0' Z, 0 o 00 o �1hL S-7 00 Dc 1 1\ 150.011 00 PORTION OF PARCEL A OF SLO 77 -118 (1543 OR 6 7) w 0 0 o z N� 2 00 00 W 150_.00 GRAPHIC SCALE 50 0 2 5 50 ALL BEARINGS AND 6m: EIIIIIIIII DISTANCES SHOWN PER RECORD DEEDS. 1 inch = 50 ft. JOB y: 0 -029 JUDSON TERRACE HOMES KEN WILSON 7400 MORRO ROA, ATASCADERO. CA ILSO W LS 5571 i 805- 466 -2445 805- 466 -0812 FAX E 1 _ 0 1 844 OR 300 , 0,E - 572'00 i o° o o Oi 5 00 �\ rn o� i o o rn � N O O O w O O O O r e- O rn (n M z o DOCUMENT °I N0. 1996 - ol 36556 N� 2.00 7400 MORRO ROA, ATASCADERO. CA ILSO W LS 5571 i 805- 466 -2445 805- 466 -0812 FAX 3a �� COUNTY OF SAN LUI • S OBISP COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM APPLICATION FOR FUNDING DURING 2002 PROGRAM YEAR (Attach additional sheets if necessary) NOTE: (1) Please review the CDBG regulations and guidelines and the Request for Proposals before completing this proposal. A copy of a HUD - prepared CDBG eligibility guidebook is available upon request from county staff. Also, please call county and /or :city CDBG staff with any questions about how to complete the form or about the rating criteria and process. (2) If the information for any of the questions below requires more room to provide a complete explanation of your proposed project or program, please attach additional sheets. 1. Name and mailing address of applicant organization, with contact person and phone number: Judson Terrace Lodge Corporation (a nonprofit corporation) 300 Augusta Street San Luis Obispo, CA 93401 Roger Jump, Administrator, Judson Terrace Homes 544 -1600 2. Title /name of proposed project or program: Accessibility Improvements for Judson Terrace Lodge - Frail Elderly Housing 3. Please describe the proposed project or program. Include a description of the groups who will benefit and an explanation of how they will benefit from the proposed project or program. For projects, describe the location of the project (be as specific as possible, e.g. street address). For programs, state the location from which the program will be operated and/or describe the geographic area served by the program. Also, please include a schedule of project/program milestones. The proposed ADA accessibility improvements for Judson Terrace Lodge are a critical component of the proposed housing for very low income frail seniors. Increases in construction costs have forced us to review all aspects of the proposed plans and reduce costs wherever possible through "value engineering." As a result, we have been forced to modify, delay, or delete some aspects of the project that are necessary for the well being of residents. One of the items deleted was a single- occupant lift. The lift was planned to serve the frail residents occupying units at the back of the building. Without the lift, the travel distance to the common .areas on the first floor, such as the dining or lounge areas, increases dramatically. Another key part of the improvements is the upgrade of the emergency call system, which is currently planned as a basic wired system that has a limited range and notification capabilities. Because of the frail seniors who will be living at the development, we would like to upgrade the system to a wireless one that will be into the Judson Terrace Homes system and provide computer monitoring and a mobile call transmitter for the residents. Other proposed improvements include handicap accessible equipment for the laundry room and handicap accessible showers for 29 additional units. 2002 CDBG Application OroLtion: Judson Terrace. Lodge _ ConstructihgI the handicap ramp access from Augusta Street through Judson Terrace Homes up to the proposed site is a City permit issuance requirement to comply with ADA provisions. Judson Terrace Lodge is designed to serve frail seniors. Installing handicap accessible showers in the remaining 29 units would enhance the livability of the units as a majority of the residents are expected to have mobility impairments. In summary, the proposed accessibility improvements include the following: Construct handicap ramp access from the street to Judson Terrace Lodge, Install single - person lift, Add handicap accessible showers to 29 additional units, Install 3 handicap front - loading washers and dryers, and Upgrade the emergency call system. 4. Total amount of CDBG funds requested: $108,000 Please identify the jurisdiction(s) you are applying to: If you are requesting CDBG funds from more than one jurisdiction, please break down the amount shown above by the jurisdiction listed below. City of Arroyo Grande:. City of Atascadero: City of Paso Robles: City of San Luis Obispo: _X $108,000 City of Grover Beach:. Unincorporated community of: County -wide: 5. Please describe the budget for the proposed project or program. a. Revenues: 1. CDBG Funds requested $108,000 2. Other funds (please describe below) $ 0 Total Revenues $ 108,000 2— �002 CDBG Application 0ozation: Judson'Terrace Lodge NOTE: The CDBG funds are the only ones being requested for the ADA accessibility improvements for the project. Funding for the development and construction of Judson Terrace Lodge is being provided by HUD Section 202 -, HOME (County of San Luis Obispo) and CDBG funds (City of San Luis Obispo). a. Expenditures: List below by item or'cost category. Please see the attached budget for a listing by cost category. 6. Does the proposed project or activity meet one of the three national objectives of the CDBG program? Please check one of the objectives below that applies to the proposal, and explain below that applies to the proposal, and explain how the project or activity meets that national objective. a. X Benefits low and moderate - income persons as defined by the U.S. Department of Housing and Urban Development (HUD). NOTE: To meet this national objective, the proposed activity must benefit a specific clientele or residents in a particular area of the county or participating city, at least 51 percent of whom are low and moderate - income persons. See current income limit schedule in the Request for Proposals. b. Aids in the prevention or elimination of slums or blight. NOTE: To meet this national objective, the proposed activity must be provided within a designated slum or blighted area, and must be designed to address one or more conditions that contributed to the deterioration of the area. C. Meets community development needs having a particular urgency where existing conditions pose a serious and immediate threat to the health or welfare of the community, and no other funding sources are available. NOTE: To meet this national objective, the proposed activity must be provided to deal with major catastrophes or emergencies such as floods or earthquakes. 3— 7. If the project or46gram is designed to meet 0 National Objective of providing benefit to low and moderate income persons, please estimate the number of persons (or households) to benefit from the project and break that estimate down by income group as follows: a. Total number of persons or households who will benefit from the project (regardless of income group): Persons /households (circle the applicable unit) 32 households at any one time will be benefited. When a resident leaves, he or she will be replaced by another eligible low- income resident. a. Of the total number of persons or households entered above, how many will be low-income (earning 51% - 80% or less of the County Median income)? persons /households (circle the applicable unit) Of the 32 households, one, the resident manager, may be low income. The remaining 31 households will be very low- income seniors. a. Of the total number of persons or households entered above, how many will be very low- income (earning 50% or less of the County Median income)? Persons /households (circle the applicable unit) Of the 32 households, 31 households will be very low income. Based on HUD Section 202 requirements, eligibility for the project is limited to seniors with incomes of 50% of area median income or below. The resident manager, who may qualify as very low income, will occupy one unit. 8. Check any of the following eligible activity categories that apply to the proposed project or program: (Refer to .CDBG regulations and Guide to Eligible CDBG Activities) Acquisition of real property Disposition of real property Public facilities and improvements (may include acquisition, construction, reconstruction, rehabilitation or installation) Privately -owned utilities Clearance, demolition, removal of buildings and improvements, and /or movement of structures to other sites 113I&HOm ?_002 CDBG App lication O ization: Judson Terrace Lode 4 -EXHIBIT C Relocation of individuals, families, businesses, non -profit organizations, and /or farms X Removal of architectural barriers Housing rehabilitation New housing construction (under limited circumstances) Code enforcement Historic preservation Commercial or industrial rehabilitation Special economic development Special activities by subrecipients Public services Planning studies 9. Describe the need and the degree to urgency for the proposed project or program. What would be the consequences if the proposed project or program is not funded in the next year? The ADA accessibility improvements are critical to this project for frail seniors. All of these items had been included as part of the project plan.. However, construction cost increases forced us to delete, delay or modify these improvements even though they are an integral part of the project. The best time to make these improvements is during the initial construction of the project, rather than making changes later. With approval of 2002 CDBG funding for this project, we will be able to make the accessibility improvements during construction.. Residents will benefit from the improvements from the first day that they move into Judson Terrace Lodge. The project has received all necessary approvals from the City. We will be ready to start construction as soon as HUD approves the plans and the HUD review process is completed. The estimated date for start of construction is early next fall. 10. Please describe the specific organization(s) method to implement the 5— I 2002 CQ BG App lication O _ ization: proposed project or program: (single or multiple group, with roles; public agency ?; non - profit ?; for- profit ?; experience in operating similar programs; etc.). The project is being developed by American Baptist Homes of the West (ABHOW) and Judson Terrace Lodge, Inc., both of which are non - profit organizations. ABHOW, incorporated in 1949, has extensive experience in developing and managing senior housing. I certify that the information in this application is true and accurate to the best of my ability and knovy4edge. to Signature Date Sharon Kuhlenschmidt President, Board of Directors, Judson Terrace Lodge Corporation rinted or typed name 0 ESTIMATED COSTS IT L ADA ACCESSIBILITY IMPROVEMENTS JUDSON TERRACE LODGE October 23, 2001 COST BT CATEGORY Install handicap ramp access from street to JTL. Install accessible showers in 29 units Install 3 handicap front - loading washers and dryers Install single - person lift Upgrade emergency call system Total NOTES $ 38,000 New path from street to JTL as required by the City to meet ADA provisions. 24,000 Accessible showers currently planned for 2 units only. 7,800 $1,620 each washer and $980 each dryer 24,000 This will provide mobility impaired residents more direct access to the common areas from the back of the building. 14,200 The purpose is to upgrade to a wireless system that will tie into the JTH system and provide computer monitoring and a mobile call transmitter for residents. $ 108;000 END OF DOCUMENT A • January 27, 2003 ADDENDUM: ACKNOWLEDGEMENT OF REVISIONS • Re: AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND JUDSON TERRACE LODGE CORPORATION TO USE $323,000 IN COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS AND AFFORDABLE HOUSING FUNDS TO PURCHASE AND IMPROVE PROPERTY LOCATED AT 3042 AUGUSTA STREET IN SAN LUIS OBISPO, CALIFORNIA Project: Judson Terrace Lodge Location: 3042 Augusta Street, San Luis Obispo, California. WHEREAS, at the request of the U.S. Department of Housing and Community Development (HUD), the City of San Luis Obispo has revised said document to include additional information regarding HUD's rights and responsibilities; NOW THEREFORE, Judson Terrace Lodge (JTL) and the City of San Luis Obispo hereby acknowledge and approve said revisions, as listed below, in legislative text (underlined text is added): 14. HUD- Required Provisions. (d) The City shall not declare a default under the Agreement without prior written consent of the HUD Secretary, and HUD approval of a Transfer of Physical Assets (TPA). shall be deemed to constitute approval of the TPA by the City. CITY OF SAN LUIS OBISPO Ken Hampian, City Administrative Officer Date Gilbert Trujillo, Acting City Attorney Date 0 • Addendum: Acknowledgement of Revisions, JTL_ Grant Agreement Page 2 JUDSON TERRACE LODGE /1u�fhori ayox�' Date Date Jh/ UCDBG /acknowledgementofrevisions2 Grant Agreement — Judson Terrace Lodge Corporation Page 13 (d) The City shall not declare a default under the Agreement without prior written consent of the HUD Secretary, and HUD approval of a Transfer of Physical Assets (TPA) shall be deemed to constitute approval of the TPA by the City. (e) This Agreement shall not be amended without the prior written consent of the HUD Secretary, which consent shall not be unreasonably withheld. 15. Entire Agreement and Modification This Agreement sets forth the full and entire understanding of the parties regarding the matter set forth herein. Any other prior or existing understandings or Agreements by the parties, whether formal or informal, regarding any matters are hereby superseded or terminated in their entirety. No changes, amendments, or alterations shall be effective unless in writing and signed by all parties hereto. This Agreement may be amended at any time, subject to HUD rules in effect at the time of the amendments, upon the prior written, and mutual consent of the parties. JTL specifically acknowledges that in entering into and executing this Agreement, JTL relies solely upon the provisions contained in this Agreement and no others. 16. Law and Governing Venue This Agreement has been executed and delivered in the State of California and its validity, enforceability and interpretation of any of the clauses shall be determined and governed by California State law. All duties and obligations of the parties created hereunder are performable in San Luis Obispo County, and such County shall be that venue for any action, or proceeding that may be brought, or arise out of, in connection with or by reason of this Agreement. 17. Enforceability If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Aut:Rr 7 f l First American Title Company 899 Pacific Street San Luis Obispo, CA 93401 PR 06243 Ofc: 4009 DATE: 01/15/2003 RECEIPT NO.: 4009118 RECEIPT FOR DEPOSIT FILE NO.: 4009- 940201 FUNDS IN THE AMOUNT OF: $417,000.00 WERE RECEIVED FROM: City of San Luis Obispo CREDITED TO THE ACCOUNT OF: TYPE OF DEPOSIT: Wire Comments: Property Location: DEPOSITED WIRE INFORMATION: Bank Name: Contact: Federal Routing Number: Confirmation Number: Confirmation Date/Time: BY: Susan Murray, 01/15/2003 ESCROW OFFICER: Susan Murray REPRESENTING: Funds For Closing "The validity of this receipt, for the deposit referenced, is subject to clearance by the depository financial institution and credit to our account." Received by First American Title Customer Copy RETURN TO: City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 -3249 JUDSON TERRACE LODGE PROMISSORY NOTE SECURED BY DEED OF TRUST $ 417,000.00 Date: At San Luis Obispo; California FOR VALUE RECEIVED, Judson Terrace Lodge, a California non - profit public benefit corporation, ( "Maker ") promises to pay to the order of the City of San-Luis Obispo ( "City ") at 990 Palm Street, San Luis Obispo, California 93401 or such other address as City may from time to time designate, the sum of Four Hundred and Seventeen Thousand Dollars ($417,000.00) in lawful money of the United States, according to the terms set forth herein. This Note shall accrue interest, compounded monthly at an interest rate of 4.0 percentage points plus the Ilth District monthly Cost of Funds, as. published by the Federal Home Loan Bank Board as of the above date, amortized over thirty (30) years, with monthly payments of principal and interest due and payable to the City on the first business day of each month unless waived or forgiven, as set forth below. It is the City's intent that said funds be used by JUDSON TERRACE LODGE to purchase property at 3042 Augusta Street (hereinafter referred to as "PROPERTY ") to be used for housing affordable to very-low and low income persons, as defined by the City's Affordable Housing Standards or other standards which may be adopted by the City Council which supercede these standards. Further, it is the City's intent that said property shall be used for affordable housing for a period of not less than 30 (thirty) years from the date of close of escrow. 1. Security for Note. This Note is secured by a deed of trust (the "Deed of Trust ") executed by Maker, as Trustor, and naming City as Beneficiary, covering certain real Property ( "the Property ") owned by Maker in the County of San Luis Obispo, State of California, commonly knows as 3042 Augusta Street, which Property is more particularly described in Exhibits A and B, attached hereto. 2. City's Right of First Refusal. Upon resale, the City or the Housing Authority of the City of San Luis Obispo shall have the first right of refusal to purchase the Property at then current appraised value. The consideration for the City's right of first refusal shall consist of l percent of the remaining City loan balance. The balance of the City loan remaining after deducting this 1 percent of the loan balance shall be credited toward the purchase price if the City or the Housing Authority chooses to exercise the purchase option. The provisions of this section shall not impair the rights of a first mortgage lender secured by a recorded deed of trust. The purchase moneylender shall have a higher priority than the City's loan. The City's security shall be 0 0 Judson Terrace Lodge Promissory Note, 3042 Augusta Street Page 2 prioritized -as a second mortgage. This first priority applies to the purchase moneylender's assignee or successor in interest, to: (a) Foreclose on the subject Property pursuant to the remedies permitted by law and written in a recorded contract or deed of trust; or (b) 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 (c) Sell the Property 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. 3. Violation. of Terms of Deed of Trust. In the event Maker violates any terms of the Deed of Trust, as described in Article 11, "Events of Default ", of said recorded Deed, then the Principal of and accrued interest on the Loan shall be immediately due and payable to the City as set forth below and in the Deed of Trust. 4. Waiver of Principal and Interest. City waives payment of the principal and interest on the Loan for such time as Maker, or subsequent buyers, owners or assigns, continue to abide by ;the terms of said Deed of Trust during the term of the loan. 5. Loan Term/Forgiveness of Loan. The term of the this note shall be thirty (30) years from the date of closing of the Property's initial close of escrow for the Property's initial purchase. City will forgive the repayment of the outstanding Principal of the Loan and all interest thereon as long as Maker, or subsequent buyer, owner, lessee or assignee complies with the terms of said Deed of Trust for a period of at least 30 (thirty) years beyond the date of the close of escrow for the Property's initial purchase. . 6. Prepayment. This Note may not be prepaid in whole or in part, unless called due by City. 7. Payment. The amount due under this Note shall be paid without the necessity for notice or demand by City. 8. Payment Amount. The amount due under this Note shall be paid from the net proceeds as a result of any transfer. Net proceeds is the sales price minus any loans or liens that are senior to this Note and minus closing costs. Judson Terrace Lodge Promissory Note, 3042 Augusta Street Page 3 9. Default Defined. In addition to other defaults referred to in this Note and the Deed of Trust, it shall be a default under this Note if Maker fails to make any payment or perform any obligation under or in connection with (a) this Note, (b) the Deed of Trust, or (c) any other note, trust deed or other obligation of Maker relating to the Property, secured by all or any part of the Property, whether junior or senior to this Note, and if such failure is not cured within such time as may be permitted by the obligation or the obligee. 10. Options of City upon Default. Upon the occurrence of a default, City shall have the option, without further notice or demand: (a) To declare the Note to be immediately due and payable; (b) If the default relates to use or transfer of the Property, to bring an action at law or in equity to require Maker to terminate said land use or transfer to the extent that the use or transfer violates terms of the Deed of Trust, and/or to require the Maker, subsequent buyer, owner, lessee, or assignee to rescind the sales contract or lease and/or to declare the transfer void, notwithstanding that the transfer may have closed and become final as between Maker and the transferee; or (c) To pursue any other remedy available under this Note or the Deed of Trust, or at law or in equity or under any other agreement, instrument or document entered into by Maker and City. 11. Failure to Exercise Options. Failure to exercise any such option upon the occurrence of one or more events of default shall not constitute a waiver of City's right to exercise any such option at a later time. 12. Costs of Enforcement and Collection. If Maker defaults under this Note, Maker shall pay all costs of enforcement and collection, including, but not limited to, costs and attorney's fees, including reasonable attorney's fees, whether or not such enforcement or collection includes filing a lawsuit or prosecution of a lawsuit, if filed. 13. City's Right to Transfer Interest in Note. City and any subsequent holder of this Note may at any time, without consent of Maker, sell, assign, pledge, hypothecate, transfer and negotiate or grant participation in any part of or any interest in City's rights and benefits under this Note to another governmental body or nonprofit organization which is eligible to receive such transfer under state and federal law.. 14. Waiver of Notice and Statute of Limitations. Except for any notice expressly required by this Note, Maker waives demand, notice of demand, presentation for payment, notice of non- � w Judson Terrace Lodge Promissory Note, 3042 Augusta Street Page 4 payment or dishonor, protest and notice of protest. To the fullest extent permitted by law, Maker waives the defense of the statute of limitations in any action on this Note or to recover on the security for this Note. 15. Liability. City's acceptance of any payment under this Note which is less than payment in full of all amounts then due and payable, or the granting of any extension of time for payment of any amount due under this Note or for the performance of any covenant, condition or agreement entered into by Maker and City, or City's grant of any other indulgence to Maker, or City's taking or release of other or additional security for the indebtedness evidenced hereby, or any other modification or amendment of this Note shall in no way release or discharge the liability of Maker or any endorser, guarantor or other person secondarily liable for this Note. 16. Governing Law. This Note shall be governed by the laws of the State of California. Maker agrees that the, site of any hearing or action of whatever nature or kind regarding this Note shall be conducted in the County of San Luis Obispo, State of California. 17. Severability. If any provision of this Note or any application of such provision be declared by a court to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other application of such provision or the balance of the provisions hereof, which shall, to the fullest extent possible, remain in full force and effect. 18. HUD - Required Provisions. Notwithstanding any other provision in this Agreement, and so long as a mortgage affecting the development and the Property is held by the Secretary of Housing and Urban Development, including his successors and assigns (collectively the "HUD Secretary" or "HUD "), or a regulatory agreement and/or use agreement in favor of the HUD Secretary is still outstanding, the following provisions shall apply: (a) All of the provisions of this Agreement shall be subject and subordinate to all applicable HUD mortgage and capital advance regulations and related administrative requirements under Section 202, Supportive Housing for the Elderly, of the Housing Act of 1959, as amended (the "Section 202 Program "). In the event of any conflicts between the provisions of this Agreement and the provisions of any applicable HUD regulations, related HUD administrative requirements or HUD capital advance documents, including, but not necessarily limited to, a Capital Advance Agreement, a Capital Advance Program Use Agreement, a Capital Advance Program Regulatory Agreement, A Deed of Trust With Assignment of Rents, A Security Agreement and a UCC Financing Statement (collectively, the "HUD Documents "), the HUD Regulations, related HUD Administrative requirements and HUD Documents shall govern and control; a - & Judson Terrace Lodge Promissory Note, 3042 Augusta Street Page 5 (b) Enforcement of the provisions of this Agreement shall not result in any claim against the Development, the Section 202 Program capital advance proceeds; any reserve or deposit required by HUD and deposited with the HUD Secretary (or another) in connection with the Section 202 Program transaction, or other income from the development and the Property, other than (i) available residual receipts authorized for release by HUD and (ii) the non - Project assets of the Owner; (c) In the event that any of the restrictions on occupancy, use and rents described in this Agreement at any time exceed HUD's restrictions on occupancy, use and rents under the Section 202 Program, or otherwise affect the financial viability of the development (i.e., impairing the Owner's ability to sustain a level of income sufficient to meet all financial obligations of the development, including HUD - required escrows and development operating expenses), as determined by HUD, then HUD reserves the right to require the City to remove or void all or any portion of the occupancy, use and rent restrictions described in this Agreement. In the absence of the City's compliance with a HUD request that the City remove or void the restrictions, then the City expressly recognizes the power of the HUD Secretary to take the appropriate action to unilaterally remove or void the restriction(s) and that HUD shall not have to look any further than this Agreement containing the restriction(s) for the power to remove or void it/them; (d) The City shall not declare a default under the Agreement without prior written consent of the HUD Secretary; and (e) This Agreement shall not be amended without the prior written consent of the HUD Secretary, which consent shall not be unreasonably withheld. 19. Notices. Notices required to be sent to CITY shall be sent by certified mail, return receipt requested, to the following address: Community Development Director, c/o City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Notices required to be sent to MAKER shall be sent by certified mail, return receipt requested, to the following address: Judson Terrace Lodge 3042 Augusta Street San Luis Obispo, CA 93401 Attn: Administrator 0 0 Judson Terrace Lodge Promissory Note, 3042 Augusta Street Page 1 MAKER: JUDSON TERRACE LODGE, A NON - PROFIT PUBLIC INTEREST CALIFORNIA CORPOJZATION, by: Sharon Kuhlenschmidt, Chairperson Date f - .z - B Eldora Warkentin, Vice-Chair Date OF -SAN LUIS OBISPO: Officer Date FORM AND LEGAL EFFECT: /d — 6 I - (e -o'J JeiTrey Jorg nsen, City Attorney Date Exhibits: A. Legal Description B. Map Jh/L /edbgrjt1promissorynotel2 -13 -02 [ h),111 M I D _ CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of San Luis Obispo On January 2, 2003 before me, Jodie Dickey, personally appeared Sharon Kuhlenschmidt and Eldora Warkentin, ❑ personally known to me - OR - ® proved to me on the basis of satisfactory evidence to be the person(s) whose ,}pDIE DICKEY name(s) is /are subscribed to the within instrument and p Co . #1298070 acknowledged to me that he /she /they executed the same in m NOTARYLPUBL'C CALIFORNIA _ SAN LUIS OBISPO COUNTY o his/her /their authorized ca aci leS and that b My Comm. Expires March 22. 2005 p `� ( )' y his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) ,❑ Individual ❑ Corporate Officer Title ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other- Absent Signer (Principal) is Representing: ADM -005 (07/01) DESCRIPTION OF ATTACHED DOCUMENT Judson Terrace Lodge Promissory Note Secured by Deed of Trust Title or Type of Document 9 Number of Pages Date of Document Signer(s) Other Than Name(s) Above LP_ IBIT 51:0- 940201 DESCRIPTION: (Legal Description of Consol dsted'P.roperty Per Notice of Merger) PARCEL 1: THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT DIABLO MERIDIAN, IN THE CRY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLIAWS: BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT AS SHOWN -ON MAP FILED IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 °37'00' WEST, 1,190.89 FEES' TO TM LINE OF COUNTY ROAD NO. 257, AS DESCRIBED IN THE DEED TO THE COUNTY OF SAN LUIS OBISPO, RECORDED NOVEMBER 4, 1932, IN BOOK 130. PAGE 137 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 72 000'00" EAST, 372.70 FEET TO THE NORTHWESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO JOHN GAUSTAD, RECORDED JULY 13,1948, IN BOOK 484, PAGE 1 OF OFFICIAL RECORDS; THENCE ALONG NORTHWESTERLY LINE OF SAID•LAND OF JOHN GAUSTAD 30 041'00" WEST, 8.20 FEET TO A POINT; THENCE CONTINUING ALONG SAID NORTHWESTERLY LLNE'SOUTH 30 041'00" WEST; 146.80 FEET TO A POINT; SAID, .POINT BEING THE MOST WESTERLY CORNER OF THE PROPERTY CONVEYED TO GEORGE R. ROBERTSON AND CONSTANCE M. ROBERTSON BY DEED RECORDED JUNE 9, 1%9, IN BOOK 1520, PAGE 43 OF OFFICIAL RECORDS; AND THE TRUE POINT OF BEGINNING: THENCE SOUTH 72 °00'00" .EAST ALONG THE SOUTHWESTERLY LINE OF THE PROPERTY CONVEYED TO ROBERTSON AND THE SOUTHEASTERLY PROLONGATION THEREOF, 150.00 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF THE PROPERTY CONVEYED TO GAUSTAD AS AFOREMENTIONED; THENCE. SOUTH .30° 41'00" WEST ALONG THE SOUTHEASTERLY LINE OF SAID GAUSTAD PROPERTY; 135.00 FEET TO THE MOST SOUTHERLY CORNER THEREOF; THENCE NORTH 72 °00'00" WEST, 150 FEET TO THE MOST WESTERLY CORNER OF SAID GAUSTAD' PROPERTY; THENCE NORTH 30 041'00" EAST, 135.00 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. SAID PROPERTY BEING A PORTION OF PARCEL A OF PARCEL MAP SLO77 -118 RECORDED ON SEPTEMBER 26, 1977, IN BOOK 23, PAGE 88 OF PARCEL MAPS. U-01-b] ALL THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, 'COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL, DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 16 OF IM GOL.DTREE VINEYARD TRACT, ACCORDING TO MAP RECORDED SEPTEMBER 30,1893 IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 °37'00" WEST, 1190.89 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF COUNTY ROAD NO. 257, AS CONVEYED TO THE COUNTY OF SAN LUIS OBISPO IN DEED RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS; THENCE SOUTH 72 000'00" LAST ALONG SAID SOUTHWESTERLY LINE 522.70 FEET FOR THE TRUE POINT OF BEGINNING, SAID POINT BEING THE NORTHWEST CORNER OF THE PROPERTY CONVEYED TO F. P. SILVEIRA AND WIFE IN DEED DATED JULY 29, 1942 AND RECORDED JULY 30, 1942 IN BOOK 324, PAGE 367 OF OFFICIAL RECORDS; THENCE FROM SAID TRUE POINT OF (CONTINUED NEXT PAGE) Page 1 of 2 ULl-- LV- (VV( J • JVnri inl�,nnVV pl rmmM Y I J 7VV L I V I I/ Pin SLOMMI •.. BEGINNING ALONG THE SOUTHWESTERLY LINE OF SAID ROAD SOUTH 72 000'00" BAST, 75.00.FEET; THENCE LEAVING SAID SOUTHWESTERLY LINE AND RUNNING SOUTH 30 041'00" WEST, 290 FEET TO THE SOUTH LINE OF THE PROPERTY CONVEYED TO SAID F. P. SILVEIRA AND WIFE; THENCE ALONG SAID SOUTH LINE NORTH 72 °00'00" WBST, 75.00.FEET TO THE SOUTTiWB.ST CORNER OF THE PROPERTY SO CONVEYED; THENCE NORTH 30 041'00" EAST ALONG THE WESTERLY LINE OF THE PROPERTY SO CONVEYED 290.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO HENRY V. BETFNCOURT AND MARIE JANE BETTENCOURT IN DEED DATED MARCH 18, 1 -957 IN BOOK 884, PAGE 300 OF OFFICIAL RECORDS. SAID LAND BEING ALSO DESCRIBED IN THAT CERTAIN NOTICE OF MERGER RECORDED NOVEMBER 6, 2002 AS INSTRUMENT NO. 2001. 096119 OF OFFICIAL RECORDS. Page 2 of 2 EXHIBIT "B" Map GOLDTREE VINEYARD -72 0 CORNER NO. 116 v�N�E - S5p0 E JQ� 1 84 4 OR 300 °oo 0 `O s �. 372 70 „S 522'j0 �1 572 0° °° 572'p4 00 E i �o S30'41'00 "W 75.00 N 8.20' oo C"i o Co. -00 OR` p S O� 150.p0 :o �rL� 572 00 V) .� 'b W O 1 O O O O Lri 0 O v O M � Z PORTION OF PARCEL A 3 DOCUMENT OF SLO 77 -118 N0. 1996- (1543 OR 6 7) 0 36556 U) LAND °O,� O 00 pOUG�qS��LF� z -1 1, - N7 75.00 if- o� W 150.00 � i Y Z NO. 5571 EXPIRES 9 -30 -05 � P �9TF OF CAL�FO��\ GRAPHIC SCALE 50 0 25 50 ALL BEARINGS AND DISTANCES SHOWN PER RECORD DEEDS. 1 inch = 50 ft. JOB #: 0 -029 JUDSON TERRACE HOMES 3. O U O O ?' uj O N w 0 First. American Title Company Escrow #SLO- 940201 AND WHEN RECORDED MAIL TO Judson Terrace Homes 3000 Augusta Street San Luis Obispo, CA 93401 C® I— Y, of Document Recorded on 1 -30 ")4.73 as No.aT23-!: °o Has not been compared with original. JULIE L. ROD= WA_D. COUNTY CLERK-RE CORDER The undersigned hereby certifies that this is a true and correct copy of the original documents or in rument. FIRST AMERIC T CO By ORIGINALPARTIAL RECONVEYANCE WHEREAS a portion of the indebtedness secured by the Deed of Trust executed by JUDSON TERRACE HOMES, a California corporation (" Trustor°), to First American Title Insurance Company, a California corporation, as Trustee, dated and recorded on November 21, 1969 in the County Recorder's Office of the County of San Luis Obispo, State of California (the "Recorder's Office'), as Instrument No. 25927, in Book 1587, at Page 683, and as amended by the Amendment to Deed of Trust dated September 21, 1970, executed by and between Trustor and the undersigned, and recorded on October 8, 1970, in the Recorder's Office, as Instrument No. 24957, in Book 1587, at Page 683, has been paid and satisfied. NOW, THEREFORE, pursuant to request thereto made by the beneficiary named in said Deed of Trust, as amended, the undersigned Trustee, does hereby GRANT AND REOONVEY unto THE PARTIES ENTITLED THERETO, without warranty, all the estate and interest derived to the said Trustee, under said Deed of Trust, as amended, in that portion of the lands therein described, situated in the City of San Luis Obispo, County of San Luis Obispo, State of California, described in Exhibit "A" attached hereto and made a part hereof. Dated: OR -1063 First American Title Insurance Company, as Trustee Title:.551 _ (;�,ec;W417 State of California ) -r sq. County of LOS �geles ) On this �' day ofJ 200 -1, bAQre: met, t e undersigned, a notary public in and for said to-, p ovally appeared _U' L! k C _ -------------- personally known to me (or proved to me on.the basis of satisfactory evidence) to be he person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /sheAhey executed the same in his /her /their authorized capacity(ies) and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signatu Sk t^ -- - - - -- (printAame) SHERYLN HEF OG COWL 01388t03 SAN FRANCMW COLPM Conm EM. AM 1 2008 EXHIBIT ..A ■'.. LEGAL DESCRIPTION OF PROPERTY TO BE RECONVEYED That portion of the south half of Section 36, Township 30 South, Range 12 East, Mount Diablo Meridian, in the City of San Luis Obispo, County of San Luis Obispo, State of California, according to the official plat thereof, described. as follows: Beginning at Corner No. 16 of the Goldtree Vineyard Tract as shown on map filed in Book 1, Page 14 of Record of Surveys, in the office of the County Recorder -of said County; thence ' South 2 037' West, 1,190.89 feet to the Southwesterly line of County Road No. 257, as described in the Deed to the County of San Luis Obispo, recorded November 4, 1932, in Book 130, Page 137 of official records in the office of the County Recorder of said county; thence along said Southwesterly line ' South 720 East, 372.70 feet to the Northwesterly corner of the land described in the deed to John Gaustad, recorded July 12, 1948, in Book 484, Page-1 of official records; thence along Northwesterly line of said land of John Gaustad 30 041' West, 8.20 feet to a point; thence continuing along said Northwesterly line South 30 041' West, 146.80 feet to a point; said point being the most Westerly corner of the property conveyed to George R. Robertson and Constance M. Robertson by deed recorded June 9, 1969, in Book 1520, Page 43 of official records, and the true point of beginning; thence South 72 °00' East along the Southwesterly Line of the Property conveyed to Robertson and the Southeasterly prolongation -thereof, 150 feet to a point in the Southeasterly line of the Property conveyed .,to Gaustad as aforementioned; thence South 30 °41' .West along the Southeasterly line of said Gaustad property; 135 feet to the most Southerly corner thereof; thence North 72000'West, 150 feet to the most Westerly corner of said Gaustad Property; thence North 30 041' East, 135 feet to the true point of ' beginning. Said property being a portion of Parcel A of Parcel Map SLO -69 -49 recorded May 29, 1969, in Book 3, at Page 74 of Parcel Maps. k:r .► f �• y• �1 • RE00RD O REQUESTED BY: First American Title Company ORDER NO. SLO- 940201 WHEN REOORDED MAIL TO: Judson Terrace Lodge c% Judson Terrace Homes 3000 Augusta Street San Luis Obispo, CA 93401 Attn: Roger Jump CCYPY of Document Recorded S%. 00 t.A• on 1-30-2%00 as No. Has not been compared with original. iU,U&L.. 0 . -IMI Q_LC1UI afa .P: tRl r.CQVFR. correct copy of the origi I docu o stlurrlent FlRST I TI CO By SPACE ABOVE THIS LMFAR FEM40MS Ltd ORIGINALCORPORATION GRANT DEED The undersigned Grantor(s) declare(s): Documentary transfer tax is $ [X] computed on full value of property conveyed, [ ] computed on full value less value of liens and encumbrances remaining at time of sale. [ ] Unincorporated area: [X] City of San Luis Obispo [ ] Realty not sold. FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged JUDSON TERRACE HOMES, a nonprofit corporation hereby GRANT(S) TO JUDSON TERRACE LODGE, a California nonprofit public benefit corporation that property in San Luis Obispo County, State of California, described as follows: For legal description, see Exhibit A' attached hereto and made a part hereof. Mail tax statements to Judson Terrace Lodge, c/o Judson Terrace Homes, 3000 Augusta Street, San Luis Obispo, CA 93401 Date: Beef emb ;L , 200-1 State of California ) ss. County of izt. Lai S O 2 nU On ='r1191 24 before me, the undersigned, a notary publl n' and for said state, personally appeared S% "ZL s 1�1i1.+leinSli� 44tand A5A& /GL wv" "n �' perrnnAft kG2wn to-w#e (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names(s) .dare subscribed to the within Instrument and acknowledged to me that Retshelthey executed the same In aslsAw/thefr signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument. VYRNESS my hand official seal. namue (print ) p �f0 JODIE DI M #12960NW PU 8M LMS VE y O�Iit 0 OOIIMTtr O NaW My COPAL ErO n YOrar 21L 21161 In Witness Whereof, said corporation has caused its corporate name and seal to be affixed hereto and this instrument to be executed by its duly authorized officers. JUDSON TERRACE HOMES L...r 1 --*.I-1 (Legal Description of Property) • That portion of the South half of Section 36, Township 30 South, Range 12 East, Mount Diablo Meridian, in the City of San Luis Obispo, County of San Luis Obispo, State of California, according to the official plat thereof, described as follows: Beginning at comer No. 16 of the Goldtree Vineyard Tract, as shown on map filed in Book 1, Page 14 of Record of Surveys, in the office of the County Recorder of said County; thence South 20 37' West, 1,190.89 feet to the Southwesterly line of County Road No. 257, as described in the Deed to the County of San Luis Obispo, recorded November 4, 1932, in Book 130, Page 137 of Official Records, in the office of the County Recorder of said County; thence along said Southwesterly line South 720 East, 372.70 feet to the Northwesterly comer of the land described in the Deed to John Gaustad, recorded July 12, 1948, in Book 484, Page 1 of Official Records; thence along the Northwesterly line of said land of John Gaustad, 300 41' West, 8.20 feet to a point; thence continuing along said Northwesterly line, South 300 41' West, 146.80 feet to a point, said point being the most Westerly comer of the property conveyed to George R. Robertson and Constance M. Robertson by Deed recorded June 9, 1969, in Book 1520, Page 43 of Official Records, and the true point of beginning; thence South 720 00' East along the Southwesterly line of the property so conveyed to Robertson and the Southeasterly prolongation thereof, 150 feet to a point in the Southeasterly line of the property conveyed to Gaustad as aforementioned, thence South 300 41' West along the Southeasterly line of said Gaustad property 135 feet to the most Southerly corner thereof, thence North 720 00' West, 150 feet to the most Westerly comer of said Gaustad property; thence North 300 41' East, 135 feet to the true point of beginning. Also, said property being a portion of Parcel A of Parcel Map SLO 77 -118 recorded on September 26, 1977, in Book 23, Page 88 of Parcel Maps. s t ;' t • REO WINIG REQUERED BY First American Title Company ORDER NO. SLO- 940201 WHEN RECORDED MAIL TO: Judson Terrace Lodge CIO Judson Terrace Homes 3000 Augusta Street San Luis Obispo, CA 93401 Attn: Roger Jump C Oof Document Recorded on as No. AWE-- t?C Has not been compared with original. correct copy of the original docume r in rument. FlRST AMER TIT COM Toni l BY SPACE ABOVE THIS LINE MR FEM90895 tSE ORIGINALCORPORATION GRANT DEED (EASEMENTS) The undersigned Grantor(s) declare(s): Documentary transfer tax is $ (] computed on full value of property conveyed, [ ] computed on full value less value of liens and encumbrances remaining at time of sale. [ ] Unincorporated area: [X] City of San Luis Obispo [X] Realty not sold. FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged JUDSON TERRACE HOMES, a nonprofit corporation hereby GRANT(S) TO JUDSON TERRACE LODGE, a California nonprofit public benefit corporation certain easements located on that property in San Luis Obispo County, State of California, described as follows: For legal description, see Exhibit A" attached hereto and made a part hereof. Mail tax statements to Judson Terrace Lodge, c/o Judston Terrace Homes, 3000 Augusta Street, San Luis Obispo, CA 93401 52.0 a(q Date: December 20t In Witness Whereof, said corporation has caused its State of California ) ) ss. County of —qxt/\ wl's C) b i P 0 - 4Aa 1344 3 On DeeemZer 200 , before me, the undersigned, a notary ubllc in and for said state, personally War SWr Iy(yyt and tCti}��� proved to me on the basis of satisfactory evidence) to be the person(s) whose names(s) Ware subscribed to the within Instrument and acknowledged to me that heki+eAhey executed the same In htsA+wAheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) ached, executed the Instrument MNESS my hand and official seal corporate name and seal to be affixed hereto and this instrument to be executed by its duly authorized officers. JUDSON TERRACE HOMES By: Title; By: Title. ;00 it +� E(pn nerv) M MN" K cuU = 0 o I ::.1 "11:11 (Legal Description of Easements) • A non - exclusive easement for vehicular ingress and egress, over and across the following described property: That portion of Parcel 'A' of Parcel Map SLO 77 -118 in the City of San Luis Obispo, County of San Luis Obispo, State of California according to the map filed September 26, 1977 in Book 23 of Parcel Maps at Page 88 in the Recorder's Office of said County and State described as follows: A strip of land 24.00 feet in width lying 12.00 feet on each side of the following described centerline: Beginning at a point on the southerly line of the land described in the deed to Judson Terrace Homes filed November 21, 1969 in Book 1543 of Official Records at Page 68 in said Recorders Office as shown on the map filed October 4, 2001 in Book 81 of Licensed Surveys at Page 85 in said Recorder's Office said point bearing North 72 012'12" West a distance of 8.70 feet from the most southerly corner of said land; thence leaving said line South 18 010'43' West a distance of 52.83 feet; thence South 30 041'00" West a distance of 56.27 feet; thence South 63 026'39" West a distance of 83.59 feet; thence South 18 016'55" West a distance of 133.25 feet to the northerly right -of -way of Augusta Street as shown on said Parcel Map. The sidelines of said strip are to be lengthened or shortened to terminate at the southerly line of said deed and at said northerly right -of -way. A non - exclusive easement for pedestrian ingress and egress, over and across the following described property: That portion of Parcel 'A' of Parcel Map SLO 77 -118 in the City of San Luis Obispo, County of San Luis Obispo, State of California according to the map filed September 26, 1977 in Book 2 3 of Parcel Maps.at Page 88 in the Recorder's Office of said County and State described as follows: A strip of land 5.00 feet in width lying 2.50 feet on each side of the following described centerline: Beginning at a point on the southerly line of the land described in the deed to Judson Terrace Homes filed November 21, 1969 in Book 1543 of Official Records at Page 68 in said Recorder's Office as shown on the map filed October 4, 2001 In Book 81 of Licensed Surreys at Page 85 in said Recorders Office said point bearing North 72 012'12" West a distance of 105.92 feet from the most southerly comer of said land; thence leaving said line South 18 016'37" West a distance of 21.38 feet; thence South 71043'232 East a distance of 7.84 feet; thence South 18 016137" West a distance of 30.14 feet; thence South 71043'230 East a distance of 6.70 feet; thence South 18 °16'37" West a distance of 18.46 feet; thence North 71 043'23" West a EKMFr "A" (contlinuW • distance of 14.26 feet; thence South 18 016137' West a distance of 20.54 feet; thence North 71 043'23' West a distance of 83.72 feet; thence South 18 016'37' West a distance of 77.19 feet; thence South 71043'23* East a distance of 11.01 feet; thence South 18 016'37" West a distance of 25.74 feet; thence South 71043'23* East a distance of 65.89 feet; thence South 18 015'12' West a distance of 90.18 feet; thence South 71 043'23' East a distance of 15.74 feet to a point where said strip of land widens to 9.00 feet lying 2.50 feet on the easterly side and 6.50 feet on the westerly side of said described centerline; thence South 18 01512' West a distance of 15.57 feet to the northerly right -of -way of Augusta Street as shown on said Parcel Map. The sidelines of said strip are to be lengthened or shortened to terminate at the southerly line of said deed and at said northerly right -of -way. An easement for storm drain purposes, under, over and across the following described property: That portion of Parcel 'A' of Parcel Map SLO 77 -118 in the City of San Luis Obispo, County of San Luis Obispo, State of California according to the map filed September 26, 1977 in Book 2 3 of Parcel Maps at Page 88 in the Recorder's Office of said County and State described as follows: A strip' of land 5.00 feet in width lying 2.50 feet on each side of the following described centerline: Beginning at a point on the westerly line of the land described in the deed to Judson Terrace Homes filed November 21, 1969 in Book 1543 of Official Records at Page 68 in said Recorder's Office as shown on the map filed October 4, 2001 in Book 81 of Licensed Surveys at Page 85 in said Recorder's Office said point bearing North 30 051'43" East a distance of 11.60 feet from the most westerly comer of said land; thence leaving said line North 72 056'44' West a distance of 111.35 feet. The sidelines of said strip are to be lengthened or shortened to terminate at the westerly line of said deed. When recorded return to: Department of Housing and Urban Development Los Angeles Office 611 W. 6th Street, Suite 800 Los Angeles, CA 90017 Attn: Office of Counsel ORIGINAL CPy of Document Recorded on as No. Has not been compared with original. JULIE L. RODEWALD. COUNTY CLERK - RECORDER The undersgned hereby certifies that this is a true and correct copy of the original d or instrument. FIRST *E: T _____________________________________________________________ U.S. Department of Housing and Urban Development Office of Housing - Federal Housing Commissioner CAPITAL ADVANCE PROGRAM USE AGREEMENT SECTION 202 OF THE HOUSING ACT OF 1959 OR SECTION 811 OF THE NATIONAL AFFORDABLE HOUSING ACT This Agreement made the first day of January, 2003, by and between the United States of America, Secretary of Housing and Urban Development (hereinafter called "HUD ") and Judson Terrace Lodge, a nonprofit public benefit corporation, organized and existing under and by virtue of the laws of the State of California (hereinafter called the "Owner "), provides as follows: Whereas, the Owner and HUD have entered into a Capital Advance Agreement to assist in financing a rental housing project to house elderly persons or persons with disabilities, (hereinafter called "persons "), in accordance with Section 202 of the Housing Act of 1959 or Section 811 of the National Affordable Housing Act, and the applicable regulations; Whereas, HUD through the Capital Advance Agreement has provided funding for the Project identified as project number 122- EE163- WAH -NP, financed with a Note and Mortgage (Deed of Trust), dated January 1, 2003 and covering real property as described in Exhibit "A" attached hereto, which Mortgage was recorded concurrently herewith in the Recorder's Office of San Luis Obispo County, California; and Whereas, the Project is subject to a Regulatory Agreement, dated January 1, 2003 and recorded concurrently herewith; Whereas, pursuant to section 202 of the Housing Act of 1959 (elderly projects) or section 811 of the National Affordability Act (disabled projects) and the corresponding regulations, in exchange for HUD's agreement to provide capital advance financing and project rental assistance payments, the Owner has agreed to continue to operate the Project only as rental housing for very -low income elderly or disabled persons for not less -than 40 years from April 1, 2004, unless otherwise approved by HUD. Now Therefore, in consideration of the mutual promises set forth herein and of other valuable consideration, the parties hereby agree as follows: --------------------------------------------------- 1 form HUD - 90163 -CA ent have the same meaning as 1. Definitions. All terms` ;tfsed in this Agreem set forth in the definitions in 24 CFR part 889 or 890. 2. Term. This Agreement shall remain In effect for not less than 40 years from April 1, 2004, unless otherwise approved by HUD. 3. Use Restriction. The Project shall be used solely as rental housing for very - low income elderly or disabled persons. 4. Transfer. HUD has been granted and is possessed of an interest in the above described Project such that the Owner shall remain seized of the title to said property and refrain from transferring, conveying, assigning, leasing, mortgaging, pledging, or otherwise encumbering or permitting or suffering any transfer, conveyance, assignment, lease, mortgage, pledge or other encumbrance of said property or any part thereof without the release of said covenants by HUD. The Owner has constituted HUD as its attorney -in -fact to transfer the project to another private nonprofit corporation in the event of default under the Capital Advance Agreement or the Regulatory Agreement. The Owner may transfer the Project during the term of this Agreement only with the prior written approval of HUD, and any such grantee shall assume the obligations under this Agreement as a condition of any transfer. In any event, this Agreement shall be binding upon the Owner's successors and assigns. 5. Release. The endorsement by a duly authorized officer of HUD (1) upon any conveyance or transfer made by the owner of any real or personal property which is determined to be excess to the needs of the Project, or (2) upon any instrument of conveyance or dedication of property, or any interest therein, for use as streets, alleys, or other public rights -of -way, or for the establishment, operation and maintenance of public utilities, or (3) upon any instrument transferring or conveying an interest therein, or (4) upon any instrument of release made by the Owner of the Project shall be effective to release such property from the restrictive covenants hereby created. 6. Enforcement. In the event of a breach or threatened breach of any of the provisions of this Agreement, any eligible tenant or applicant for occupancy, or the Secretary or his or her successors or delegates, may institute proper legal action to enforce performance of such provisions, to enjoin any acts in violation of such provisions, to recover whatever damages can be proven, and/or to obtain whatever other relief may be appropriate. 7. Severability. The invalidity, in whole or in part, of any of the provisions set forth above shall not affect or invalidate any remaining provisions. -------------------------------- 2 form HUD - 90163 -CA ',�;.a • • In Witness Whor6of HUD and the Owner by its officers thereunto duty authorized has caused these presents to be signed In its name this 28th day of January, 2003. OWNER: Judson Terrace Lodge, a California non rofit public benefit corporation By: -- —--- - - - - -- Ancel Romero, Authorized Agent State of California ) ) ss. County of Los Angeles ) HUD: United States of America, Secretary of Housing and Urban Development Title: Authorized Agent On this. 28th day of January, 2003, before me, the undersigned, a notary public in and for said state, personally appeared Angel Romero . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies) and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signat U! (print em-?-'n State of California ) ss. County of Los Angeles ) On this Zg day of January, 2003 beforg mg, the undersigned, a notary public in and for said state, personally appeared Yn P L. tl1 raC.4`. . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in 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,, execut d the instrument. WI NESS my hand and official eal. — - - - - - -- 1 ------ - --G- 1-6 h 1 4cc,mal (print name) ------------------------------------------------------------- 3 form HUD - 90163 -CA ALTA 1992 LOM POLICY SLO- 940201 -B EXHIBIT "A" ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA. COUNTY OF SAN LEIS OBISPO. AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH. RANGE 12 EAST. MOUNT DIABLO MERIDIAN. IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO. STATE OF CALIFORNIA. ACCORDING TO THE OFFICIAL PLAT THEREOF. DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT AS SHOWN ON MAP FILED IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 °37'00' WEST. 1.190.89 FEET TO THE SOUTHWESTERLY LINE OF COUNTY ROAD TAO. 257. AS DESCRIBED IN THE DEED TO THE COUNTY OF SAN LUIS OBISPO. RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 72 000'00" EAST, 372.70 FEET TO THE NORTHWESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO JOHN GAUSTAD, RECORDED JULY 12, 1948. IN BOOK 484. PAGE 1 OF OFFICIAL RECORDS: THENCE ALONG NORTHWESTERLY LINE OF SAID LAND OF JOHN GAUSTAD 30 °41'00" WEST, 8.20 FEET TO A POINT; THENCE CONTINUING ALONG SAID NORTHWESTERLY LINE SOUTH 30 °41'00" WEST. 146.80 FEET TO A POINT; SAID POINT BEING THE MOST WESTERLY CORNER OF THE PROPERTY CONVEYED TO GEORGE R. ROBERTSON AND CONSTANCE M. ROBERTSON BY DFFD RECORDED JUNE 9, 1969, IN BOOK 1520, PAGE 43 OF OFFICIAL RECORDS. AND THE TRUE POINT OF BEGINNING: THENCE SOUTH 72=00'00' EAST ALONG THE SOUTHWESTERLY LINE OF THE PROPERTY CONVEYED TO ROBERTSON AND THE SOUTHEASTERLY PROLONGATION THEREOF. 150.00 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF THE PROPERTY CONVEYED TO GAUSTAD AS AFOREMENTIONED; THENCE SOUTH 30 °41'00" WEST ALONG THE SOUTHEASTERLY LINE OF SAID GAUSTAD PROPERTY; 135.00 FEET TO THE MOST SOUTHERLY CORNER THEREOF: THENCE NORTH 72 °00'00" WEST, 150 FEET TO THE MOST WESTERLY CORNER OF SAID GAUSTAD PROPERTY; THENCE NORTH 30 °41'00' EAST. 135.00 FEET, MORE OR LESS. TO THE TRUE POINT OF BEGINNING. SAID PROPERTY BEING A PORTION OF PARCEL A OF PARCEL MAP SL077 -118 RECORDED ON SEPTEMBER 26, 1977, IN BOOK 23, PAGE 88 OF PARCEL MAPS. AND ALL THAT PORTION OF THE SOUTH HALF OF SECTION 36. TOWNSHIP 30 SOUTH, RANGE 12 EAST. MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO. STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL. DESCRIBED AS FOLLOWS: PAGE b ALTA 1992 LOA4 POLICY • a SLO- 940201 -B BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT, ACCORDING TO MAP RECORDED SEPTEMBER 30,1893 IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 037'00" WEST, 1190.84 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF COUNTY ROAD NO. 257. AS CONVEYED TO THE COUNTY OF SAN LUIS OBISPO IN DEED RECORDED NOVEMBER 4, 1932. IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS: THENCE SOUTH 72 °00'00" EAST ALONG SAID SOUTHWESTERLY LINE 522.70 FEET FOR THE TRUE POINT OF BEGINNING, SAID POINT BEING THE NORTHWEST CORNER OF THE PROPERTY CONVEYED TO F. P. SILVEIRA AND WIFE IN DEED DATED JULY 29. 1942 AND RECORDED JULY 30, 1942 IN BOOK 324, PAGE 367 OF OFFICIAL RECORDS: THENCE FROM SAID TRUE -POINT OF BEGINNING ALONG THE SOUTHWESTERLY LINE OF SAID ROAD SOUTH 72=00'00' EAST, 75.00 FEET: THENCE LEAVING SAID SOUTHWESTERLY LINE AND RUNNING SOUTH 30 °41'00" WEST, 290 FEET TO THE SOUTH LINE OF THE PROPERTY CONVEYED TO SAID F. P. SILVEIRA AND WIFE: THENCE ALONG SAID SOUTH LINE NORTH 72 °00'00' WEST, 75.00 FEET TO THE SOUTHWEST CORNER OF THE PROPERTY SO CONVEYED: THENCE NORTH 30 °41'00" EAST ALONG THE WESTERLY LINE OF THE PROPERTY SO CONVEYED 290.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO HENRY V. BETTENCOURT AND MARIE JANE BETTENCOURT IN DEED DATED MARCH 18. 1957 IN BOOK 884, PAGE 300 OF OFFICIAL RECORDS. SAID LAND BEING ALSO DESCRIBED IN THAT CERTAIN NOTICE OF MERGER RECORDED NOVEMBER 6, 2002 AS INSTRUMENT NO. 2002 - 096118 OF OFFICIAL RECORDS. PARCEL TWO: A NON - EXCLUSIVE EASEMENT FOR VEHICULAR INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -118 IN THE CITY OF SAN LUIS OBISPO. COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA. ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 24.00 FEET IN WIDTH LYING 12.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 72 °12' 12" WEST A DISTANCE OF 8.70 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND: THENCE LEAVING SAID LINE SOUTH 180 10'43" WEST A DISTANCE OF 52.83 FEET: THENCE SOUTH 30 °41'00" WEST A DISTANCE OF 56.27 FEET: THENCE SOUTH 63 °26'39" WEST A DISTANCE OF 86.42 FEET; THENCE SOUTH 18° 16'55" WEST A DISTANCE OF 131.26 FEET TO THE NORTHERLY RIGHT OF WAY OF AUGUSTA STREET AS SHOWN ON SAID PARCEL MAP. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. PAGE 9 ALTA '.M LOAN P01CY SLO- 940201 -B PARCEL THREE: A NON - EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -118, IN THE CITY OF SAN LUIS OBISPO. COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977, IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4. 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 72012'12" WEST A DISTANCE OF 105.92 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE SOUTH 18° 16'37" WEST A DISTANCE OF 21.38 FEET: THENCE SOUTH 71043'23" EAST A DISTANCE OF 7.84 FEET: THENCE SOUTH 18° 16'37' WEST A DISTANCE OF 30.14 FEET; THENCE SOUTH 71 °43'23" EAST A DISTANCE OF 6.70 FEET; THENCE SOUTH 18° 16'37' WEST A DISTANCE OF 18.46 FEET: THENCE NORTH 71 °43'23' WEST A DISTANCE OF 14.26 FEET: THENCE SOUTH 18 °16'37" WEST A DISTANCE OF 20.54 FEET; THENCE NORTH 71043'23" WEST A DISTANCE OF 82.58 FEET; THENCE SOUTH 18 016'37" WEST A DISTANCE OF 77.19 FEET; THENCE SOUTH 71 °43'23" EAST A DISTANCE OF 9.87 FEET: THENCE SOUTH 18° 16'37" WEST A DISTANCE OF 26.46 FEET: THENCE SOUTH 71 °43'23" EAST A DISTANCE OF 65.89 FEET; THENCE SOUTH 18° 15' 12" WEST A DISTANCE OF 89.33 FEET; THENCE SOUTH 71 °43'23" EAST A DISTANCE OF 15.74 FEET TO A POINT WHERE SAID STRIP OF LAND WIDENS TO 9.00 FEET LYING 2.50 FEET ON THE EASTERLY SIDE AND 6.50 FEET ON THE WESTERLY SIDE OF SAID DESCRIBED CENTERLINE; THENCE SOUTH 18 °15'12" WEST A DISTANCE OF 15.57 FEET TO THE NORTHERLY RIGHT -OF -WAY OF AUGUSTA STREET AS SHOWN ON SAID PARCEL MAP. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. PARCEL FOUR: AN EASEMENT FOR STORM DRAIN PURPOSES, UNDER, OVER, AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL 'A' OF PARCEL MAP SLO 77 -118 IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGF. 10 ALTA :992 LOAN POLICY SLO- 940201 -B PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEING FORTH 30 051'43" EAST A DISTANCE OF 11.60 FEET FROM THE MOST WESTERLY CORNER OF SAID LAND: THENCE LEAVING SAID LINE NORTH 72 056'44" WEST A DISTANCE OF 111.35 FEET. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE WESTERLY LINE OF SAID DEED. TD PAGE 11 � F � HUD Form 9G- 90165 -CA RECORDING REQUESTED BY- Department of HUD WHEN RECORDED RETURN TO: Department of Housing and Urban Development Los Angeles Office 611 W. 6th Street, 8th Floor Los Angeles, CA 90017 Attn: Office of Counsel C/ O P Y_ of Document Recorded on /-30 as No.�a Has not been compared with original. JULIE L. RODEWALD. COUNTY CLERK - RECORDER The undersigned hereby certifies that this is a true and correct copy of the original docurne4 or inshmeryt. FIRST AME TI C0 8Y SPACE ABOVE THIS LINE FOR RECORDER'S USE ORIGNALDEED OF TRUST WITH ASSIGNMENT OF RENTS THIS DEED OF TRUST, Made this first day of January, 2003, by and between Judson Terrace Lodge, herein called Trustor, a nonprofit corporation organized and existing under the laws of the State of California, and First American Title Company, herein called Trustee(s), and the United States of America acting by and through the Secretary of Housing and Urban Development, herein called Beneficiary. WITNESSETH: That Trustor grants, transfers, and assigns to Trustee in trust, upon the trusts, covenants, conditions and agreements and for the uses and purposes hereinafter contained, with power of sale, all that real property situated in San Luis Obispo County, State of California, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN Together with the rents, issues, and profits thereof, SUBJECT, HOWEVER, to the right, power, and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues, and profits; and together with all buildings and improvements of every kind and description now or hereafter erected or placed thereon, and all fixtures, including but not limited to all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, laundry equipment, steam and hot -water boilers, stoves, ranges, elevators and motors, bath tubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures, mantels, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking apparatus and appurtenances, and all shades, awnings, screens, blinds and other furnishings, it being hereby agreed that all such fixtures and furnishings shall to the extent permitted by law be deemed to be permanently affixed to and a part of the realty; and Together with all building materials and equipment now or hereafter delivered to said premises and intended to be installed therein; and Together with all articles of personal property now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the lands described which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, AV 713, 1. 1 0 W Including all other goods and chattels and personal property as are ever used or furnished in operating a building. or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles I n substitution therefore, whether or not the same are, or shall be attached to said building or buildings in any manner, and said Trustor agrees to execute a Security Agreement covering the aforesaid fixtures and articles of personal property, at the time of placing such personal property or any part thereof in the building or buildings to be erected on the lands herein described in the manner and form required by law, at its expense and satisfactory to the Beneficiary. To have and to hold the property hereinbefore described together with appurtenances to the Trustee, its or his/her successors and assigns forever. FOR THE PURPOSE of securing performance of each agreement of Trustor herein and repayment of a capital advance amount to the Beneficiary in the principal sum of Two Million Five Hundred Ninety -Three Thousand Nine Hundred and N o/ 10 0 t h s Dollars ($2,593,900.00), evidenced by its note of even date herewith, with a final maturity date of April 1, 2044, which note is identified as being secured by a certificate thereon. Said note and all of its terms are incorporated herein by reference and this conveyance shall secure any and all extensions thereof, however evidenced. AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: 1. That it will pay the Note at the time and in the manner provided; 2. That it will not permit or suffer the use of any of the property for any purpose other than the use for which the same was intended at the time this Deed of Trust was executed; 3. That the Regulatory Agreement, executed by the Trustor and the Beneficiary, which is being recorded simultaneously herewith, is incorporated in and made a part of this Deed of Trust. Upon default under the Regulatory Agreement, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be due and payable; 4. That all rents, profits and income from the property covered by this Deed of Trust are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured. Permission is hereby given to Trustor so long as no default exists hereunder, to collect such rents, profits and income for use in accordance with the provisions of the Regulatory Agreement; 5. That upon default hereunder or under the aforementioned Regulatory Agreement, Beneficiary shall be entitled to the appointment of. a receiver by any court having jurisdiction without notice, to take possession and protect the property described herein and operate same and collect the rents, profits and income therefrom; 6. That at the option of the Trustor the principal balance secured hereby may be adjusted on terms acceptable to the Beneficiary if a partial prepayment results from an award in condemnation in accordance with provisions of paragraph S herein, where there is a resulting loss of project income; 2 7. That the Trustor will keep the improvements now existing or hereafter erected on the deeded property insured against loss by fire and such other hazards, casualties, and contingencies, as may be stipulated by the Beneficiary from time to time, and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies, in amounts not less than necessary to comply with the applicable Coinsurance Clause percentage, but in no event shall the amounts of coverage be less than 80 percent of the Insurable Values or not less than the principal sum of the Note secured by this Deed of Trust, whichever is the lesser, and in default thereof the Beneficiary shall have the right to effect insurance. Such policies shall be endorsed with a standard Mortgagee clause with loss payable to the Beneficiary and shall be deposited with the Beneficiary; That if the premises covered hereby, or any part thereof, shall be damaged by fire or other hazard against which insurance is held as hereinabove provided, the amounts paid by any insurance company, to the extent of the principal sum the remaining unpaid, shall be paid to the Beneficiary, and, at his /her option, may be applied to the debt or released for the repairing or rebuilding of the premises; 8. Should the property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damage by fire, or earthquake, or in any other manner, the Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefore, and shall be entitled at its option to commence, appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage. All such compensation, awards, damages, rights of action and proceeds, including the proceeds of any policies of fire or other insurance affecting said property, are hereby assigned to the Beneficiary. After deducting therefrom all its expenses, including attorney's fees, the balance of the proceeds shall be applied to the amount due under the Note secured hereby; 9. Trustor warrants that it is lawfully seized and possessed of said real estate in fee simple and has good right to convey same; 10. Trustor agrees to keep said premises in good repair, and not to do, or permit to be done, upon said premises, anything that may impair the value thereof, or of the security intended to be effected by virtue of this instrument; that it will not make any structural alterations to the building without the written consent of the Beneficiary; to pay to the Beneficiary, as herein provided, or deposit in an escrow account acceptable to the Beneficiary, until the final maturity date, a sum sufficient to pay all taxes and special assessments that heretofore or hereafter may be lawfully levied, assess or imposed by any taxing body upon the said land, or upon the Trustor or Beneficiary on account of the ownership thereof to the extent that provisions has not been made by the Trustor for the payment of such taxes and special assessments as hereinafter provided in Paragraph 17; 1 1 . In case of the refusal or neglect of the Trustor to make such payments, o r to satisfy any prior lien or encumbrances, or to keep said premises in good repair, the Beneficiary may pay such taxes, assessments, and insurance premiums, when due, and may make such repairs to the property as in the Beneficiary's discretion he /she may deem necessary for the proper preservation thereof, and any money's so paid or expended shall become so much additional indebtedness, secured by this Deed of Trust, to be paid out of the proceeds of the sale of the premises, if not otherwise paid by the Trustor, and shall bear interest at the rate to be specified by the beneficiary from the date of advance until paid, and shall be due and payable on demand; 3 12. It is expressly provided, however (all other provisions of this Deed of Trust to the contrary notwithstanding), that the Beneficiary shall not be required nor shall he/she have the right to pay, discharge, or remove any tax, assessment, or tax lien upon or against the premises described herein or any part thereof or the improvements situated thereon, so long as the Trustor shall, in good faith, contest the same or the validity thereof by appropriate legal proceedings brought in a court of competent jurisdiction, which shall operate to prevent the collection of the tax, assessment, or lien so contested and the sale or forfeiture of the said premises or any part thereof to satisfy the same, but in the event of a tax contest, the Trustor shall deposit with the Beneficiary an amount estimated by the Beneficiary sufficient to satisfy all taxes, penalties, interest, and costs which may reasonably accrue during such contest; 13. That, except as approved by the Beneficiary, it will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust any lien or liens inferior or superior to the lien of this Deed of Trust and further that it will keep and maintain the same free from the claim of all persons supplying labor of materials which will enter into the construction of any and all buildings now being erected or to be erected on said premises; 14. That the improvements about to be made upon the premises, covered by the Deed of Trust, and all plans and specifications comply with all municipal ordinances and regulations and all other regulations made or promulgated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office. In the event the Trustor shall at any time fail to comply with such rules, regulations, and ordinances which are now or may hereafter become applicable to the premises above described, after due notice and demand by the Beneficiary, thereupon the principal sum and all arrears of interest and other charges provided for herein, shall at the option of the Beneficiary become due and payable; 15. The Trustor covenants and agrees that so long as this Deed of Trust and said note secured hereby are outstanding, it will not execute or file for record any instrument which imposes a restriction upon the sale or occupancy of the mortgaged property on the basis of race, color, creed, national origin, sex or familial status; 16. That the funds to be advanced herein are to be used in the construction of certain improvements on the lands herein described, in accordance with a Capital Advance Agreement between the Trustor and Beneficiary dated January 1, 2003, which Capital Advance Agreement (except such part or parts thereof as may be inconsistent therewith) is incorporated herein by reference to the same extent and effect as if fully set forth and made a part of this Deed of Trust; and if the construction of the improvements to be made pursuant to said Capital Advance Agreement shall not be carried on with reasonable diligence, or shall be discontinued at any time for any reason other than strikes or lock -outs, the Beneficiary, after due notice to the Trustor or any subsequent owner, is hereby invested with full and complete authority to enter upon said premises, employ watchmen to protect such improvements from depredation or injury and to preserve and protect the personal property therein, and to continue any and all outstanding contracts for the erection and completion of said buildings, to make and enter into any contracts and obligations wherever necessary, either in his/her own name or In the name of the Trustor, and to pay and discharge all debts, obligations, and liabilities Incurred thereby. All such sums so advanced by the Beneficiary (exclusive of portions of the principal of the Indebtedness secured thereby) shall be additionally secured by this Deed of Trust and shall be due and payable on demand with interest at the rate to be 4 specked by the Beneficiary. The principal sum and other charges provided for herein shall, at the option of the Beneficiary or holder of this Deed of Trust and the note securing the same, become due and payable on the failure of the Trustor to keep and perform any of the covenants, conditions and agreements of said Capital Advance Agreement. This covenant shall be terminated upon completion of the improvements to the satisfaction of the beneficiary and the making of the final payment as provided in said Capital Advance Agreement; 17. The Trustor will pay to the Beneficiary, on each payment date thereof, until the final maturity date, a sum equal to the ground rents, if any, next due, plus the premiums that will next become due and payable on policies of fire and other property insurance covering the premises, plus water rates, taxes and assessments next due on the premises covered hereby, (all as estimated by the Beneficiary) less all sums already paid therefor divided by the number of months to elapse before one month prior to the date when such ground rents, premiums, water rates taxes and special assessments w i I I become delinquent, such sums to be held by Beneficiary in trust to pay said ground rents, premiums, water rates, taxes and special assessments; 18. Any excess funds accumulated under the preceding paragraph remaining after payment of the items therein mentioned, shall be credited to subsequent monthly payments of the same nature required thereunder; but if any such item shall exceed the estimate therefore, the Trustor shall without demand forthwith make good the deficiency. Failure to do so before the due date of such item shall be a default hereunder. If the property is sold under foreclosure or is otherwise acquired by the Beneficiary after default, any remaining balance of the accumulations under the preceding paragraph shall be credited to the principal of the debt as of the date of commencement of foreclosure proceedings or as of the date the property is otherwise acquired; 19. That the Beneficiary shall have the right to inspect the premises at any reasonable time; 20. That so long as the Deed of Trust and note secured hereby are outstanding, it will not (a) rent dwelling accommodations in the premises in excess of the rates approved by the Beneficiary or for periods of less than one month; (b) rent the premises as an entirety; (c) rent the premises or any part thereof to any person for the purpose of subleasing; (d) rent the premises or permit its use for hotel or transient purposes; (e) require of any tenant as a condition of occupancy life -lease contracts, fees or other payments over and above those for rents, utilities, and collateral services; 21. Trustor herein agrees to pay to Beneficiary or to the authorized loan servicing representative of the Beneficiary the maximum amount permitted by law at time of the request for any statement or accounting pursuant to Sections 2943 or 2954 of the California Civil Code. IT IS MUTUALLY AGREED THAT 22. In the event of default in making any payment provided for herein or in the note secured hereby for a period of thirty (30) days after the due date thereof, or i f Trustor shall fail to perform any covenant or agreement in this Deed of Trust and such violation is not corrected to the satisfaction of the Beneficiary within thirty (30) days of the date of mailing of written notice from the Beneficiary to the Trustor by certified or registered mail, or such further time as the Beneficiary determines is necessary to correct the violation, the Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee a written declaration of default and demand for 5 sale, and of written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed for record and the Beneficiary may foreclose this Deed of Trust. Beneficiary shall also deposit with Trustee this Deed, the note and all documents evidencing expenditures secured hereby; 23. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchase its Deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of the sale to payment of ( 1 ) the expenses of such sale, together with the reasonable expenses of this trust including therein reasonable Trustee's fees or attorney's fees for conducting the sale, and the actual cost of publishing, recording, mailing and posting notice of the sale; (2) the cost of any search and /or other evidence of title procured in connection with such sale and revenue stamps on Trustee's Deed; (3) all sums expended under the terms hereof, not then repaid, with accrued interest at the rate specified in said note; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or persons legally entitled thereto; 24. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Deed of Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed and its place of record, which when duly recorded in the proper office of the county or counties in which the property is situated, shall be conclusive proof of proper appointment of the successor trustee; 25. The pleading of any statue of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law; 26. Upon written request of Beneficiary stating that the full indebtedness secured hereby has been paid, the performance of the covenants and agreements herein made by the Trustor, and upon surrender of this Deed of Trust and said note to Trustee for cancellation and retention upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reoonveyance of any matters or fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto"; 27. The trust created hereby is irrevocable by Trustor; 28. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term "Beneficiary" shall include not only the original Beneficiary hereunder but also future owners and holders including pledgees of the note secured • hereby. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or the neuter, and the singular number includes the plural. All obligations of each Trustor hereunder are joint and several; 29. It is expressly agreed that no extension of time for payment of the debt hereby secured given by the Beneficiary to any successor in interest of the Trustor shall operate to release, in any manner, the original liability of the Trustor; 30. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by the law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee; 31. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to it at the mailing opposite the name of the Trustor hereto. Failure to insert such address shall be deemed a waiver of any request hereunder for a copy of such notices. Mailing Address for Notices Name of Trustor Street and Number City and State Judson Terrace Lodge 6120 Stoneridge Mall Road, 3nd Floor Pleasanton CA 94588 IN WITNESS WHEREOF the Trustor has caused its name to be hereunto subscribed by its duly authorized officer(s) the day and year herein first above written. State of California ) ) ss. County of Los Angeles ) Judson Terrace Lodge, a California nprofit public By: --- ----- - - - - -- . benefit corporation Ancel Romero, Authorized Agent On this �$4'"� day of January, 2003, before me, the undersigned, a notary public in and for said state, personally appeared Ancel Romero , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies) and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. - - - -- -- — — - - - - -- SHERYLN HERTZOG Signatu COOL # 1300100 �anrn�e• oM�ow� IMI FwwCOWCOUMV — -- - - - - -- - - -- E04 arnnr. AUG. 2000 (print nAme 7 ALTA 1992 MAN POLICY SLO- 940201 -B EXHIBIT "A" ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA. COUNTY OF SAN LEIS OBISPO. AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST. MOUNT DIABLO MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO. STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT AS SHOWN ON MAP FILED IN BOOK 1. PAGE 14 OF RECORD OF SURVEYS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2°37'00' WEST, 1.190.89 FEET TO THE SOUTHWESTERLY LINE OF COUNTY ROAD NO. 257, AS DESCRIBED IN THE DEED TO THE COUNTY OF SAN LUIS OBISPO. RECORDED NOVEMBER 4, 1932, IN BOOK L30, PAGE 137 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 72 °00'00" EAST, 372.70 FEET TO THE NORTHWESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO JOHN GAUSTAD, RECORDED JULY 12, 1948. IN BOOK 484, PAGE 1 OF OFFICIAL RECORDS: THENCE ALONG NORTHWESTERLY LINE OF SAID LAND OF JOHN GAUSTAD 30 °41'00" WEST, 8.20 FEET TO A POINT; THENCE CONTINUING ALONG SAID NORTHWESTERLY LINE SOUTH 30 °41'00" WEST. 146.80 FEET TO A POINT; SAID POINT BEING THE MOST WESTERLY CORNER OF THE PROPERTY CONVEYED TO GEORGE R. ROBERTSON AND CONSTANCE M. ROBERTSON BY DEFD RECORDED JUNE 9, 1969, IN BOOK 1520, PAGE 43 OF OFFICIAL RECORDS. AND THE TRUE POINT OF BEGINNING: THENCE SOUTH 72 °00'00' EAST ALONG THE SOUTHWESTERLY LINE OF THE, PROPERTY CONVEYED TO ROBERTSON AND THE SOUTHEASTERLY PROLONGATION THEREOF. 150.00 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF THE PROPERTY CONVEYED TO GAUSTAD AS AFOREMENTIONED; THENCE SOUTH 30 °41'00" WEST ALONG THE SOUTHEASTERLY LINE OF SAID GAUSTAD PROPERTY; 135.00 FEET TO THE MOST SOUTHERLY CORNER THEREOF: THENCE NORTH 72 000'00" WEST, 150 FEET TO THE MOST WESTERLY CORNER OF SAID GAUSTAD PROPERTY: THENCE NORTH 30 °41'00" EAST. 135.00 FEET, MORE OR LESS, TO THE TRITE POINT OF BEGINNING. SAID PROPERTY BEING A PORTION OF PARCEL A OF PARCEL MAP SL077 -118 RECORDED ON SEPTEMBER 26. 1977, IN BOOK 23, PAGE 88 OF PARCEL MAPS. AND ALL THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST. MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL. DESCRIBED AS FOLLOWS: PAGE 6 ALTA 1992 LOAN POLICY SLO- 940201 -B BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT, ACCORDING TO MAP RECORDED SEPTEMBER 30.1893 IN BOOK 1. PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 °37'00' WEST, 1190.84 FEET TO A POINT IN THE SOUTHWESTERLY LINE OfCOUNTY ROAD NO. 257. AS CONVEYED TO THE COUNTY OF SAN LUIS OBISPO IN DEED RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS: THENCE SOUTH 72 °00'00" EAST ALONG SAID SOUTHWESTERLY LINE 522.70 FEET FOR THE TRUE POINT OF BEGINNING. SAID POINT BEING THE NORTHWEST CORNER OF THE PROPERTY CONVEYED TO F. P. SILVEIRA AND WIFE IN DEED DATED JULY 29. 1942 AND RECORDED JULY 30, 1942 IN BOOK 324, PAGE 367 OF OFFICIAL RECORDS: THENCE FROM SAID TRUE POINT OF BEGINNING ALONG THE SOUTHWESTERLY LINE OF SAID ROAD SOUTH 72'00'00" EAST, 75.00 FEET: THENCE LEAVING SAID SOUTHWESTERLY LINE, AND RUNNING SOUTH 30 °41'00" WEST, 290 FEET TO THE SOUTH LINE OF THE PROPERTY CONVEYED TO SAID F. P. SILVEIRA AND WIFE: THENCE ALONG SAID SOUTH LINE NORTH 72 000'00' WEST, 75.00 FEET TO THE SOUTHWEST CORNER OF THE PROPERTY SO CONVEYED:,THENCE NORTH 30 041'00" EAST ALONG THE WESTERLY LINE OF THE PROPERTY SO CONVEYED 290.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO HENRY V. BETTENCO[:RT AND MARIE JANE BETTENCOURT IN DEED DATED MARCH 18, 1957 IN BOOK 884, PAGE 300 OF OFFICIAL RECORDS. SAID LAND BEING ALSO DESCRIBED IN THAT CERTAIN NOTICE OF MERGER RECORDED NOVEMBER 6, 2002 AS INSTRUMENT NO. 2002 - 0%118 OF OFFICIAL RECORDS. PARCEL TWO: A NON - EXCLUSIVE EASEMENT FOR VEHICULAR INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL 'A" OF PARCEL MAP SLO 77 -118 IN THE CITY OF SAN LEIS OBISPO. COUNTY OF SAN LUIS OBISPO. STATE OF CALIFORNIA, ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 24.00 FEET IN WIDTH LYING 12.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN- SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 7201212 * WEST A DISTANCE OF 8.70 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND. THENCE LEAVING SAID LINE SOUTH 18 010'43" WEST A DISTANCE OF 52.83 FEET; THENCE SOUTH 30 °41'00" WEST A DISTANCE OF 56.27 FEET: THENCE SOUTH 63 °26'39" WEST A DISTANCE OF 86.42 FEET; THENCE SOUTH 18 °16'55" WEST A DISTANCE OF 131.26 FEET TO THE NORTHERLY RIGHT OF WAY OF AUGUSTA STREET AS -SHOWN ON SAID PARCEL MAP. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. PAGE 9 ALTA :712 LOAN POLICY PARCEL THREE: SLO- 940201 -B A NON - EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL 'A' OF PARCEL MAP SLO 77 -118, IN THE CITY OF SAN LUIS OBISPO. COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977, IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21. 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4. 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 72012'12" WEST A DISTANCE OF 105.92 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND: THENCE LEAVING SAID LINE SOUTH 18 °16'37" WEST A DISTANCE OF 21.38 FEET: THENCE SOUTH 71043'23* EAST A DISTANCE OF 7.84 FEET; THENCE SOUTH 18' 16'37' WEST A DISTANCE OF 30.14 FEET; THENCE SOUTH 71 °43'23" FAST A DISTANCE OF 6.70 FEET; THENCE SOUTH 18' 16'37" WEST A DISTANCE OF 18.46 FEET; THENCE NORTH 71 °43'23' WEST A DISTANCE OF 14.26 FEET; THENCE SOUTH 18 016'37' WEST A DISTANCE OF 20.54 FEET, THENCE NORTH 71 °43'23' WEST A DISTANCE OF 82.58 FEET; THENCE SOUTH 18 °16'37" WEST A DISTANCE OF 77.19 FEET; THENCE SOUTH 71043'23" EAST A DISTANCE OF 9.87 FEET; THENCE SOUTH 18016'37" WEST A DISTANCE OF 26.46 FEET; THENCE SOUTH 71 °43'23' EAST A DISTANCE OF 65.89 FEET; THENCE SOUTH 18' 15' 12" WEST A DISTANCE OF 89.33 FEET; THENCE SOUTH 71 °43'23" EAST A DISTANCE OF 15.74 FEET TO A POINT WHERE SAID STRIP OF. LAND WIDENS TO 9.00 FEET LYING 2.50 FEET ON THE EASTERLY SIDE AND 6.50 FEET ON THE WESTERLY SIDE OF SAID DESCRIBED CENTERLINE; THENCE SOUTH 18° 15'12" WEST A DISTANCE OF 15.57 FEET TO THE NORTHERLY RIGHT -OF -WAY OF AUGUSTA STREET AS SHOWN ON SAID PARCEL MAP. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. PARCEL FOUR: AN EASEMENT FOR STORM DRAIN PURPOSES, UNDER, OVER, AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -118 IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE IIOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE. 10 AIJA :991LOAV POLICY SLO- 940201 -B PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEING NORTH 30 °51'43" EAST A DISTANCE OF 11.60 FEET FROM THE MOST WESTERLY CORNER OF SAID LAND: THENCE LEAVING SAID LINE NORTH 72 056'44" WEST A DISTANCE OF 111.35 FEET. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE WESTERLY LINE OF SAID DEED. TD PAGE 11 } °' �Il�tielr;Y'reorded •rehim to: ` Department of Housing and Urban Development Los Angeles Office 611 W. 6th Street, Suite 800 Los Angeles, CA 90017 Attn: Office of Counsel ORIGINAL Copy-of Document Recorded CIO on 3b -;LW3 as No.100?k Has not been compared with original. JULIE L. RODEWA_0. COUNTY CLERK - RECORDER The undersigned hereby certifies that this is a true and correct copy of the original docu or • strument. FIRST AMERIC TWIT CO By U.S. Department of Housing and Urban Development Office of Housing - Federal Housing Commissioner CAPITAL ADVANCE PROGRAM REGULATORY AGREEMENT HOUSING FOR THE ELDERLY OR HANDICAPPED (NONPROFIT) SECTION 202 OF THE. HOUSING ACT OF 1959 OR SECTION 811 OF THE NATIONAL AFFORDABLE HOUSING ACT This Agreement entered into this first day of January, 2003, between Judson Terrace Lodge, a California nonprofit public benefit corporation, whose address is 6120 Stoneridge Mall Road, 31d Floor, Pleasanton CA 94588, hereinafter called Mortgagor, and the undersigned Secretary of Housing and Urban Development, hereinafter called HUD. In consideration of the making of the capital advance by HUD and the disbursement of any part thereof, and in order to comply with the requirements of the Housing Act of 1959 or National Affordable Housing Act of 1990 and the Regulations adopted by the Secretary pursuant thereto, the Mortgagor agrees for itself, its successors and assigns, and any owner of the mortgaged property, that in connection with the mortgaged property and the project operated thereon and so long as the capital advance is outstanding: 1. The Note and Mortgage bear no interest and repayment is not required so long as the housing remains available for very low- income elderly persons or very low- income persons with disabilities (whichever is applicable). 2. Mortgagor will establish and maintain a special fund to be known as the revenue fund account in a bank which is a member of the Federal Deposit Insurance Corporation, Savings Association Insurance Fund, or the National Credit Union Share Insurance Fund, into which w i I I deposited all rentals, charges, income and revenue arising from the operation or ownership of the project. The bank in which this account is established shall provide collateral acceptable to HUD to equal the maximum amount in the account at any one time when such amount exceeds $100,000. If the bank will not provide appropriate collateral in such instances, the Mortgagor will be required to establish accounts in two or more banks so that the total amount on deposit at any time does not exceed $100,000 in any one bank. Expenditures shall be made from revenue fund account only in accordance with the operating budget submitted to and approved by HUD. form HUD - 92466 -CA (4/92) .. _10 R7Yy 'ate ^"i.eff. - .� r�,' � . ' �,, V d'� _ � Sr•_ '. 3. Not later than 30, `prior to the beginning of each ftfacal year, the Mortgagor shall submit an operating budget for that fiscal year to HUD. The budget shall Include all necessary operating expenses, current maintenance charges, expenses of reasonable upkeep and repairs, taxes and special assessment levies, prorated amounts required for insurance and all other expenses incident to the operation of the project; and shall show the expected revenue to pay such expenses, including reserve fund deposits. The expenses incurred and disbursements shall not exceed the reasonable and necessary amount thereof, and the Mortgagor will not expend any amount or incur any obligations in excess of the amounts approved in the annual operating budget except upon written certification by the Mortgagor to HUD that such expenses were unanticipated and are necessary and provided further, that nothing in this section shall limit the amount which the Mortgagor may expend from funds obtained from some other source than project revenues or other funds required of the Mortgagor pursuant to this Agreement or the Capital Advance Agreement. 4. As security for the Capital Advance for the required payments under this Agreement into the reserve fund for replacements, and for all other obligations of the Mortgagor under this Agreement, the Mortgagor hereby assigns, pledges and mortgages to HUD all its rights to the income and charges of whatever sort which it may receive or be entitled to receive from the operation of the mortgaged property, subject, however, to any assignment of rents or project income in the Mortgage referred to herein. Until a default occurs under this Agreement, however, permission is granted to Mortgagor to collect and retain under the provisions of this Agreement such rents, income, operating surplus and charges, but upon default this permission is terminated, as to all rents, income, operating surplus and charges due or collected thereafter. 5. (a) Mortgagor will establish and maintain a reserve fund for replacements i n a separate account in a bank which is insured by the Federal Deposit Insurance Corporation, Savings Association Insurance Fund, or the National Credit Union Share Insurance Fund. Concurrently with the effective commencement of rental assistance payments under the Project Rental Assistance Contract, the Mortgagor will deposit an amount equal to $1,302.00 per month unless a different date or amount is approved in writing by HUD. Such fund, whether in the form of a cash deposit or invested in obligations of, or fully guaranteed as to principal by, the United States of America shall at all times be subject to the control of HUD. Disbursements from such fund, whether for the purpose of effecting replacement of structural elements and mechanical equipment of the project for any other purpose, may be made only after the consent in writing of HUD. In the event of a default in the terms of the mortgage, HUD may demand the full or partial application of the balance in such fund to be amount due on the mortgage debt. (b) Mortgagor will deposit the minimum capital investment with an escrow agent acceptable to HUD pursuant to Regulations. (c) Within 60 days after the end of each fiscal year, any residual receipts realized from the operation of the mortgaged property shall be deposited in a separate residual receipts account. Residual receipts shall be under the control of HUD and shall be disbursed only at the discretion of HUD for such purpose as i t may determine to be necessary or appropriate. 6. The real property covered by the Mortgage and this Agreement is described in Exhibit "A" attached hereto. 2 form HUD - 92466 -CA (4/92) 5W y►3 �A .. ,. � , i ..fj ,:,t tea' ` .: 5 ' 7. Mortgagor shall not Withoutt the''40en approval of the Secretary: (a) Transfer, dispose of or encumber any of the mortgaged property. Any such transfer shall be only to a person or persons or corporation satisfactory to and approved by HUD, who shall, by legal and instrument in writing, to be recorded or filed in the same recording office in which conveyances of the property covered by the Mortgage are required to be filed or recorded, duly assume all obligations under this Agreement and under the Note and Mortgage; (b) Assign, transfer, dispose of, or encumber any personal property, including rents or charges, and shall not disburse or pay out any funds except as provided herein and in the Capital Advance Agreement; (c) Remodel, reconstruct, add to, or demolish any part of the mortgaged property or subtract from any real or personal property of the project; (d) Pay any compensation or make any distribution of income or other assets to any of its officers, directors or stockholders; (e) Enter into any contract or contracts for supervisory or managerial services; (f ) Require as a condition of occupancy or leasing of any unit or residential space in the project, any consideration or deposit other than a security deposit in an amount equal to one month's total tenant payment or $50, whichever is greater. The family is expected to pay the security deposit from its own resources and other available public or private resources. The Mortgagor may collect the security deposit on an installment basis. The security deposits must be placed in a segregated interest - bearing account. A record shall be maintained of the amount in this account that is attributable to each family in residence in the project. Annually for all families, and when computing the amount available for disbursement, the Mortgagor shall allocate to the family's balance, the interest accrued on the balance during the year. Unless prohibited by State or local law, the Mortgagor may deduct for the family, from the accrued Interest for the year, the administrative cost of computing the allocation to the family's balance. The amount of the administrative cost adjustment shall not exceed the accrued interest allocated to the family's balance for the year. The amount of the segregated, interest - bearing account maintained by the Mortgagor must at all times equal the total amount collected from the families then in occupancy plus any accrued interest and less allowable administrative cost adjustments. The Mortgagor must comply with any applicable State and local laws concerning interest payments on security deposits. The Mortgagor, subject to State and local law, may use the family's security deposit balance as reimbursement for any unpaid family contribution or other amount which the family owes under the lease in accordance with the Regulations. (g) Permit the use of the dwelling accommodations of the project for any purpose except the use which was originally intended, or permit commercial use greater than that originally approved by HUD; 3 form HUD - 92466 -CA (4/92) (h) y`i4rrteiid-its ,artiidrae`ofitrioorporation or by -laws other than as permitted under the terms of the articles of incorporation approved by HUD. 8. Mortgagor shall maintain the mortgaged premises, accommodations and the grounds and equipment appurtenant thereto, in good and substantial repair and condition; provided that, in the event all or any of the buildings covered by the Mortgage shall be destroyed or damaged by fire or other casualty, the money derived from any insurance on the property shall be applied in accordance with the terms of the Mortgage. 9. Mortgagor shall not file any petition in 'bankruptcy or insolvency, or for a receiver, or for reorganization or composition, or make any assignment for the benefit of creditors or to a trustee for creditors; or permit an adjudication in bankruptcy, or insolvency, the taking possession of the mortgaged property or any part thereof by a receiver, or the seizure and sale of the mortgaged property or any part thereof under judicial process or pursuant to any power of sale and fail to have such adverse actions set aside within 45 days. 10. Mortgagor shall from funds other than project income immediately satisfy or release any mechanic's lien, or any other lien which attaches to the mortgage property or any personal property used in the operation of the project, and shall dismiss or have dismissed or vacated any receivership, or petition in bankruptcy or assignment for benefit of creditors, creditors bill or insolvency proceeding involving the project or the mortgaged property. 1 1 . (a) - If the Mortgagor has or comes to have any nonproject funds, all income and other funds of the mortgaged project shall be segregated from any such funds of the Mortgagor and segregated from any funds of any other corporations or persons. Income and other funds pledged to the .mortgaged project shall be expended only for the purposes of the project. (b) Mortgagor shall provide for the management of the project satisfactory to HUD. Any management contract entered into by the Mortgagor involving the project shall contain a provision that it shall be subject to termination, without penalty and with or without cause, upon written request by HUD addressed to the Mortgagor and the management agent. Upon receipt of such request the Mortgagor shall immediately move to terminate the contract within a period of not more than 60 days and shall make arrangements satisfactory to HUD for continuing proper management of the project. (c) Neither Mortgagor nor its agents shall make any payments for services, supplies or materials unless such services are actually rendered for the project or such supplies or materials are delivered to the project and are reasonably necessary for its operation. Payments for such services or materials shall not exceed the amount ordinarily paid for such services, supplies or materials in the area where the services are rendered or the supplies or materials furnished. (d) The mortgaged property, equipment, buildings, plans, offices, devices, books, apparatus, contracts, records, documents, and all other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and subject to examination and inspection at any reasonable time by HUD and its duly authorized agents. Mortgagor and its successors, assigns or its agents shall retain copies of all written contracts or other instruments which affect the mortgaged property, all or any of which may be subject to inspection and examination by HUD or its duly authorized agents. 4 form HUD - 92466 -CA (4192) it •1' ti . . '� _. (e) The books and accounts of the operations of the mortgaged property and of the project shall be kept In accordance with the requirements of HUD. (f) Within 60 days following the end of each fiscal year HUD shall be furnished with a complete annual financial report based upon an examination of the books and records of Mortgagor prepared in accordance with the requirements of HUD, certified to by an officer of the Mortgagor and, when required by HUD, prepared and certified by a Certified Public Accountant, or other person accepted to HUD. (g) At the request of HUD, its agents, employees, or attorneys, the Mortgagor shall give specific answers to questions upon which information is desired from time to time relative to the income, assets, liabilities, contracts, operation, and condition of the property and the status of the Mortgage and any other information with respect to the Mortgagor or the mortgaged property and of the project which may be requested. (h) All receipts of the project shall be deposited in the name of the project in a bank, whose deposits are insured by the FDIC, Savings Association Insurance Fund, or the National Credit Union Share Insurance Fund. Such funds shall be withdrawn only in accordance with the provisions of this Agreement for expenses of the project. Any person receiving funds of the project shall immediately deposit such funds in the project bank account and failing so to do in violation of this Agreement shall hold such funds in trust. Any person receiving property of the project in violation of this Agreement shall immediately deliver such property to the project and failing so to do shall hold such property in trust. ( i ) Mortgagor shall at all times, if required by laws of the jurisdiction, maintain in full force and effect a license to operate the project from the State and /or other licensing authority. Mortgagor shall lease any portion of the project only on terms approved by HUD. ( j ) Mortgagor shall not collect from tenants or occupants or prospective tenants or occupants of the project any admission fee, founder's fee, life -care fee, or similar payment pursuant to any agreement, oral or written, whereby the Mortgagor agrees to furnish accommodations or services in the project to persons making such payments. (k) No officer, director, trustee, member, stockholder nor authorized representative of the Mortgagor except for management by sponsor or non - profit affiliate, shall have any financial interest in any contractual arrangement entered into by the Mortgagor in connection with rendition of services, the provision of goods or supplies, management of the project, procurement of the site or other matters whatsoever. 12. (a) If project is funded under Section 202 of the Housing Act of 1959, as amended, Mortgagor will limit public occupancy of the project to elderly families and individuals as defined in Section 202 of the Housing Act of 1959, and applicable HUD Regulations. If project is funded under Section 811 of the National Affordable Housing Act of 1990, Mortgagor will limit public occupancy of the project to persons with disabilities as defined in Section 811 of the National Affordable Housing Act of 1990, and applicable HUD Regulations. The criteria governing eligibility of tenants for admission to Section 202 of Section 5 form HUD - 92466 -CA (4/92) '�4��•'�C'�� _) . .. .. _ .. r - _ .,�= •ter )►!::s'.. -. . 811 units and the conditions of continued oocupancy shall be In accordance with the Project Rental Assistance Contract. (b) Except as provided in (d) below Mortgagor will make its dwelling accommodations and services available to eligible occupants at charges established in accordance with a schedule to be approved in writing by HUD. Such accommodations shall not be rented for a period less than 30 days. Commercial facilities, if any, shall be rented only in accordance with a schedule of charges fixed by the Mortgagor and approved in writing by HUD. Subleasing of dwelling accommodations or commercial facilities shall be permitted only upon the terms and conditions approved by HUD in writing. (c) Upon prior written approval by the Secretary, Mortgagor may charge to and receive from any tenant such amounts as from time to time may be mutually agreed upon between the tenant and the Mortgagor for any facilities and /or services which may be furnished by the Mortgagor or others to such tenant support request, in addition to the facilities and services included in the approved Project Rental Assistance Contract. (d) Nothing contained in this Agreement shall be construed to relieve the Mortgagor of any obligations under the Project Rental Assistance Contract. 13. Mortgagor will comply with the provisions of any Federal, State or local law prohibiting discrimination in housing on the grounds of race, color, creed, age, sex, handicap, familial status or national origin, including Title VI of the Civil Rights Act of 1964 (42U.S.C.2000d -1), the Fair Housing Act (42U.S.C.3601), Section 504 of the Rehabilitation Act of 1973 (29U.S.C.794), Age Discrimination Act of 1975 (42U.S.C.6101) Executive Orders 11063 and 11246, Section 3 of the Housing and Urban Development Act of 1968, and the affirmative fair housing marketing requirements at 24CFR part 200, subpart M. 14. No litigation seeking the recovery of a sum in excess of $5,000 nor any action for specific performance or other equitable relief shall be instituted nor shall any claim for a sum in excess of $5,000 be settled or compromised by the Mortgagor unless prior written consent thereto has been obtained from HUD. Such consent may be subject to such terms and conditions as HUD may prescribe. 15. Upon a violation of any of the above provisions of this Agreement by Mortgagor, HUD may give written notice, thereof, to the Mortgagor, by registered or certified mail, addressed to the address stated in this Agreement, or such other address as may subsequently, upon appropriate written notice thereof to HUD, be designated by the Mortgagor as its legal business address. If such violation is not corrected to the satisfaction of HUD within 30 days after the date such notice is mailed or within such further time as HUD determines is necessary to correct the violation, without further notice HUD may declare a Default under this Agreement effective on the date of such declaration of default and such default HUD may: (a) Take possession of the project, bring any action necessary to enforce any rights of the Mortgagor growing out of the project operation, and operate the project in accordance with the terms of this Agreement until such time as HUD in its discretion determines that the Mortgagor is again in a position to operate the project in accordance with the terms of this Agreement and in compliance with the requirements of the Note and Mortgage, or require Power of Attorney from Mortgagor to effectuate transfer of the project to a HUD approved nonprofit corporation. 6 form HUD - 92466 -CA (4/92) (b) Collect all rents' and charges In, connection, with the operation -of the project and use such collections to pay the Mortgagors obligations under this Agreement and under the Note and Mortgage, and the necessary expenses of preserving the property and operating the project. (c) Declare the whole of said indebtedness immediately due and payable and then proceed with the foreclosure of the mortgage. (d) Apply to any court, State or Federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, for the appointment of a receiver to take over and operate the property in accordance with the terms of this Agreement, or for such other relief as may be appropriate, since the injury to HUD arising from a default under any of the terms of this Agreement.would be irreparable and the amount of damage would be difficult to ascertain. (e) Require the Mortgagor to transfer all of its right title and interest in the project and to all project assets to a private nonprofit corporation designated by HUD and, for this purpose the Mortgagor hereby constitutes and appoints HUD its true and lawful attorney -in -fact, with full power of substitution in the premises, to transfer the project and all project assets to the private nonprofit corporation designated by HUD, if the Mortgagor fails or refuses to make such a transfer as required by HUD. 16. (a) Mortgagor has executed the Project Rental Assistance Contract. The terms of the Project Rental Assistance Contract, when executed, shall be incorporated by reference into this Regulatory Agreement. (b) A violation of the Project Rental Assistance Contract may be construed to constitute a default hereunder in the sole discretion of HUD. (c) In the event said Project Rental Assistance Contract expires or terminates before the expiration or termination of this Agreement, the provisions of this paragraph and any other reference to said Contract, and to assisted units contained herein shall be self - cancelling and shall no longer be effective as of the date of the expiration or termination of the Project Rental Assistance Contract. 17. As used in this Agreement the term: (a) "Default" means a default declared by HUD when a violation of this Agreement is not corrected to its satisfaction within the time allowed by this Agreement or such further time as may be allowed by HUD after written notice; (b) "Distribution" means any withdrawal or taking of cash or other assets of the project other than for payment of reasonable expenses incident to its construction, operation and maintenance; (c) "Mortgage" includes "Deed of Trust", "Chattel Mortgage ", "Declaration of Covenants" and any other security for the Note identified herein; (d) "Mortgaged Property" includes property, real, personal, or mixed, covered by the mortgage or mortgages securing the note held by HUD; 7 form HUD - 92466 -CA (4/92) (e) 'Mortgagee' refers 'to the holder of the mortgage identified herein, Its successors and assigns; (f) 'Project' includes the mortgaged property and all its other assets or whatsoever situate, used In or owned by the business conducted on said mortgaged property; (g) "Residual Receipts' means any cash remaining after: ( 1 ) The Payment of: ( i ) All amounts required to be deposited in the reserve fund for replacements; (ii) All obligations of the project other than the mortgage held by HUD unless funds for payment are set aside or deferment of payment has been approved by HUD; and (2) The segregation of: ( i ) An amount equal to the aggregate of all special funds required to be maintained by the project; (ii) All tenant security deposits held. (h) "Assisted Units" refer to units assisted pursuant to Project Rental Assistance Contract. ( i ) "Assistance Contract" refers to a Project Rental Assistance Contract between the Mortgagor and HUD under Section 202 of the Housing Act of 1959 or between the Mortgagor and HUD under Section 811(d)(2) of the National Affordable Housing Act of 1990. 18. HUD shall not be liable for any of its actions hereunder except for arbitrary and capricious conduct. 19. This instrument shall bind, and the benefits shall inure to, the respective parties hereto, their legal representatives, executors, administrators, successors in office or interest, and assigns, and all owners of the mortgaged property, so long as the Mortgage is outstanding. 20. The invalidity of any clause, part or provision of this Agreement shall not affect the validity of the remaining portions thereof. 21. Mortgagor warrants that it has not, and will not, execute any other agreement with provisions contradictory of, or in opposition to, the provisions hereto, and that, in any event, the requirements of this Agreement are paramount and controlling as to the rights and obligations set forth and supersede any other requirements in conflict therewith. '22. Mortgagor does not assume personal liability for payments due under the Note and mortgage or for payments to the reserve for replacement fund. However, defaults or other failures to follow program requirements may result in limited denial of participation or debarment from HUD or other Federal programs. 8 form HUD - 92466 -CA (4/92) �.'�. 23. Mort at 'shall have available nec g essary equipment or devices and make reasonable accommodations to meet the needs or persons with visual and/or hearing Impairments in compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 7 9 4 ) and 24 CFR Part 8. HUD: United States of America Secretary of Housing and Urban Development Title: ;} J 7' )i State of California ss. County of Los Angeles Judson Terrace Lodge, a California nonprofit public benefit corporation Ancel Romero Title: Authorized Age On this ax day of January, 2003, before me, the undersigned, a notary public in and f or said state, personally appeared Ancel Romero , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her/their authorized capacity(ies) and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. - - - - -- - - -- - - - -- Signatur (print ame) State of California ) ) ss. County of Los Angeles ) S ERYLN HERTZOG COMM. i 1369103 NWMWSIC• cx�oRF- SAN FRANCISCO COUNT'• COMM Exp. AUG. 10.204: On this 2 day of January, 2003, bef r me the undersigned, a notary public in and for said state, personally appeared r personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in 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. ;S' I NESS my hand and official eal. • G. HOSHIYAMA COMM. i 1353909 nature WTAMPUKIC• CAUPOMM &" FRANCISCO COLRM __ -- —� _ 4 m m, Cw- - APFM 27.2009 (print name) 9 form HUD - 92466 -CA (4/92) rx: • ALTA 199 LOAN POUCf SLO- 940201 -B EXHIBIT "A" ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA. COUNTY OF SAN LEIS OBISPO. AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT DIABLO MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO. STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT AS SHOWN ON MAP FILED IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 °37'00' WEST, 1.190.89 FEET TO THE SOUTHWESTERLY LINE OF COUNTY ROAD TAO. 257, AS DESCRIBED IN THE DEED TO THE COUNTY OF SAN LUIS OBISPO. RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 72 °00'00" EAST, 372.70 FEET TO THE NORTHWESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO JOHN GAUSTAD, RECORDED JULY 12, 1948, IN BOOK 484, PAGE 1 OF OFFICIAL RECORDS: THENCE ALONG NORTHWESTERLY LINE OF SAID LAND OF JOHN GAUSTAD 30 °41'00" WEST, 8.20 FEET TO A POINT; THENCE CONTINUING ALONG SAID NORTHWESTERLY LINE SOUTH 30041'0f)' WEST. 146.80 FEET TO A POINT; SAID POINT BEING THE MOST WESTERLY CORNER OF THE PROPERTY CONVEYED TO GEORGE R. ROBERTSON AND CONSTANCE M. ROBERTSON BY DEED RECORDED JUNE 9, 1969, IN BOOK 1520, PAGE 43 OF OFFICIAL RECORDS, AND THE TRUE POINT OF BEGINNING: THENCE SOUTH 72 °00'00" EAST ALONG THE SOUTHWESTERLY LINE OF THE. PROPERTY CONVEYED TO ROBERTSON AND THE SOUTHEASTERLY PROLONGATION THEREOF. 150.00 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF THE PROPERTY CONVEYED TO GAUSTAD AS AFOREMENTIONED; THENCE SOUTH 30 °41'00' WEST ALONG THE SOUTHEASTERLY LINE OF SAID GAUSTAD PROPERTY; 135.00 FEET TO THE MOST SOUTHERLY CORNER THEREOF: THENCE NORTH 72 000'00" WEST, 150 FEET TO THE MOST WESTERLY CORNER OF SAID GAUSTAD PROPERTY; THENCE NORTH 30 °41'00" EAST, 135.00 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. SAID PROPERTY BEING A PORTION OF PARCEL A OF PARCEL MAP SL077 -118 RECORDED ON SEPTEMBER 26, 1977, IN BOOK 23, PAGE 88 OF PARCEL MAPS. AND ALL THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST. MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO. STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL, DESCRIBED AS FOLLOWS: PAGE 9 ALTA 1992 LOAN POLICY SLO- 940201 -B BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT, ACCORDING TO MAP RECORDED SEPTEMBER 30,1893 IN BOOK 1. PAGE 14 OF RECORD OF SURVEYS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 °37'00' WEST, 1190.89 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF COUNTY ROAD NO. 257. AS CONVEYED TO THE COUNTY OF SAN LUIS OBISPO IN DEED RECORDED NOVEMBER 4, 1932. IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS: THENCE SOUTH 72 °00'00" EAST ALONG SAID SOUTHWESTERLY LINE 522.70 FEET FOR THE TRUE POINT OF BEGINNING. SAID POINT BEING THE NORTHWEST CORNER OF THE PROPERTY CONVEYED TO F. P. SILVEIRA AND WIFE IN DEED DATED JULY 29, 1942 AND RECORDED JULY 30, 1942 IN BOOK 324, PAGE 367 OF OFFICIAL RECORDS: THENCE FROM SAID TRUE POINT OF BEGINNING ALONG THE SOUTHWESTERLY LINE OF SAID ROAD SOUTH 72'00'00" EAST, 75.00 FEET: THENCE LEAVING SAID SOUTHWESTERLY LINE AND RUNNING SOUTH 30 °41'00" WEST, 290 FEET TO THE SOUTH LINE OF THE PROPERTY CONVEYED TO SAID F. P. SILVETRA AND WIFE: THENCE ALONG SAID SOUTH LINE NORTH 72 000'00" WEST. 75.00 FEET TO THE SOUTHWEST CORNER OF THE PROPERTY SO CONVEYED: THENCE NORTH 30 °41'00" EAST ALONG THE WESTERLY LINE OF THE PROPERTY SO CONVEYED 290.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO HENRY V. BETTENCOURT AND MARIE JANE BETTENCOURT IN DEED DATED MARCH 18. 1957 IN BOOK 884, PAGE 300 OF OFFICIAL RECORDS. SAID LAND BEING ALSO DESCRIBED IN THAT CERTAIN NOTICE OF MERGER RECORDED NOVEMBER 6, 2002 AS INSTRUMENT NO. 2002-0%118 OF OFFICIAL RECORDS. PARCEL TWO: A NON - EXCLUSIVE EASEMENT FOR VEHICULAR INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -118 IN THE CITY OF SAN LUIS OBISPO. COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 24.00 FEET IN WIDTH LYING 12.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 72° 12' 12' WEST A DISTANCE OF 8.70 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE SOUTH 18 °10'43' WEST A DISTANCE OF 52.83 FEET: THENCE SOUTH 30 °41'00" WEST A DISTANCE OF 56.27 FEET: THENCE SOUTH 63 °26'39" WEST A DISTANCE OF 86.42 FEET; THENCE SOUTH 18 °16'55" WEST A DISTANCE OF 131.26 FEET TO THE NORTHERLY RIGHT OF WAY OF AUGUSTA STREET AS SHOWN ON SAID PARCEL MAP. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. PAGE 9 ALTA :992 LOAN POLICY SLO- 940201 -B PARCEL; THREE: A NON - EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -118, IN THE CITY OF SAN LUIS OBISPO. COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977, IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DF.SCRIBFD CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4. 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 7201212" l2" WEST A DISTANCE OF 105.92 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE SOUTH 18 °16'37" WEST A DISTANCE OF 21.38 FEET: THENCE SOUTH 71043'23" EAST A DISTANCE OF 7.84 FEET. THENCE SOUTH 18 016'37" WEST A DISTANCE OF 30.14 FEET; THENCE SOUTH 71 °43'23" EAST A DISTANCE OF 6.70 FEET; THENCE SOUTH 18° 16'37' WEST A DISTANCE OF 18.46 FEET; THENCE NORTH 71 °43'23' WEST A DISTANCE OF 14.26 FEET: THENCE SOUTH 18 °16'37" WEST A DISTANCE OF 20.54 FEET; THENCE NORTH 71 043'23" WEST A DISTANCE OF 82.58 FEET; THENCE SOUTH 18 °16'37" WEST A DISTANCE OF 77.19 FEET; THENCE SOUTH 71043'23" EAST A DISTANCE OF 9.87 FEET: THENCE SOUTH 180 16'37" WEST A DISTANCE OF 26.46 FEET; THENCE SOUTH 71 °43'23" EAST A DISTANCE OF 65.89 FEET; THENCE SOUTH 18* 15'12" WEST A DISTANCE OF 89.33 FEET; THENCE SOUTH 71043'23" EAST A DISTANCE OF 15.74 FEET TO A POINT WHERE SAID STRIP OF, LAND WIDENS TO 9.00 FEET LYING 2.50 FEET ON THE EASTERLY SIDE AND 6.50 FEET ON THE WESTERLY SIDE OF SAID DESCRIBED CENTERLINE; THENCE SOUTH 18 °15'12' WEST A DISTANCE OF 15.57 FEET TO THE NORTHERLY RIGHT -OF -WAY OF AUGUSTA STREET AS SHOWN ON SAID PARCEL MAP. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. PARCEL FOUR: AN EASEMENT FOR STORM DRAIN PURPOSES, UNDER, OVER, AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL 'A" OF PARCEL MAP SLO 77 -118 IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO. STATE OF CALIFORNIA ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 10 Win• : vi +:�.`%i L. _. i��� ' .. • ALTA ;M LOAN POLICY SLO- 940201 -B PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4. 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEING NORTH 30 °51'43" EAST A DISTANCE OF 11.60 FEET FROM THE MOST WESTERLY CORNER OF SAID LAND: THENCE LEAVING SAID LINE NORTH 72 056'44" WEST A DISTANCE OF 111.35 FEET. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE WESTERLY LINE OF SAID DEED. TD C PAGE 11 RECORDING REQUESM BY U.S. Deparbmnt of Housing and thban DovaWmant WHEN RECORDED MAIL TO: Office of Counsd Department of HUD 611 W. 6th Street. Suite 800 Los Angeles, CA 00017 CO Py of Document Recorded J'.00. 44ph . on 130 703 as No. �°� —� Has not been compared with original. JULIE L. RODEWALD, COUNTY CLERK - RECORDER The undersigned hereby certifies that this is a true and correct cop��`orig�l do'ume or strument. FIRST AME IC TIT CO — SPACE ABOVE THIS UNE FOR RECORDER'S USE U.S. Department of Housft #M Urban Development PERFORMANCE BOND — DUAL OBLIGEE Project No. 122 -EE1li3- WAH-NP ORIGINAL Pe RECORDING REQUESM BY U.S. Deparbmnt of Housing and thban DovaWmant WHEN RECORDED MAIL TO: Office of Counsd Department of HUD 611 W. 6th Street. Suite 800 Los Angeles, CA 00017 CO Py of Document Recorded J'.00. 44ph . on 130 703 as No. �°� —� Has not been compared with original. JULIE L. RODEWALD, COUNTY CLERK - RECORDER The undersigned hereby certifies that this is a true and correct cop��`orig�l do'ume or strument. FIRST AME IC TIT CO — SPACE ABOVE THIS UNE FOR RECORDER'S USE U.S. Department of Housft #M Urban Development PERFORMANCE BOND — DUAL OBLIGEE Project No. 122 -EE1li3- WAH-NP ORIGINAL 'ISSUED IN OCTUPUCATE• BOND FJO=CUTED IN EIGHT (8) COUNTERPARTS FHA Form No. 2452 -EH Bond No.005SB 103322012 BCM (REV. 9. 10, 3078) Bored Pfernlum Amt. S HUD Projed No. 122- EE1tI3- WAH-NP Protect Narim Judson Tenaoe Lodge Project Location: Gan Luis Obispo U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT PERFORMANCE BOND - DUAL OBLIGEE (Under Section 202 of the Hotcttrrg Ad of 1959 or 811 of the Naomi AfrordeM Housing ACt of 1890) EXECUTED IN d COUNTERPARTS KNOW ALL MEN BY THI E PRESENTS: That we. Broward Brothers, for~. hereinafter called 'Principal' and Travelers Ca=ft and Surety Comm" gf Amerce v Conni_ Corporation, hereinafter called 'Swett. are held and firmly bound unto Judson Terrace Lodge, a California nonprofit pubW benefit corporation. hereirmAer called 'Owned'. and unto the Secretary of Housing and Urban Develop resat, hereinafter cased the %=%W, as their respective interests may appear, as Dual Obligees, in am penal sum of Thme Wdlion Three Hundred btidyflve Thousand hate Hundred Sbdy and Wt10Ms Dollars ($3,365,980.00), In tawfui money of the United Stares, for tha payment of which sum well and ftly to be made. we hind oursvtws, our heirs, executom administrators, and sucoessors, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBUGATiON is such that WHEREAS. the Principal entered into Construction Contmd with the Owner, dated January 2003, a copy of which Contract is by reference made a part hereof. for the construction or rehabilitation of the Housing Projed consisting of 32 -units and further identified by HUD Project No., Name and Locatton as Wmenced abort. arnt, WHEREAS. Lender has agreed to advance to Owner a sum of money, secured by a mortgage on said Project to be used In making payment under said contract, and desires protection as its Inteiest rrrwy appear in We event of default by Principal under said Contact, said protection to be subject to the performance by the Obfigees, or erbter of them, of the obligations to Principal In connection with said Contract. NOW. THEREFORE, 9 the Prhrctpai sh0 web, truly and raiMuy perform its duties. all the underlalrings. covenants. terms and conditions. and agreement of said Construction Contract during the original term thereof. and any authorized wdension or modification thereof with or without notice to the Surety, and N he shall satisfy e11 claims and demands incurred under such Contract, and fully indemnify and save harmless the Obligees from all costs and damages which they may suffer by reason of failure to do so, and shall reimburse and repay the Obligees all outlay and expense which they may incur In making good any default, then this obligation shall he void; otherwise to remain in h ill force and afford PROVIDED, FURTHER, drat the said Surety, for value received hereby stipulates and agrees that no change, extension of time, alteration or addition to the tens of the Contract of to the worn to bo perrormed thereunder or to 8ro specifica6one e000mparryirlg tho same, shall in any wise affect its obligation on this bond. and It does hereby waive notice of any such change, exdension of time, alternation or addition to the terms of the Cordred or to the specifications. I PROVIDED, FURTHER, that no final settlement between the Owner and trio Contractor shall abddoe the right of any beneficiary hereunder. whom ctafm MY be unsaUsfted. iN WITNESS WHEREOF. this instrument is executed in Eight (8) counterparts, each one of which shall be deemed an original. this 28th day of January. 2DM. SURETY: Travelers Casualty and surety Company cf America Br- a John; o (Attom" act) With Power of Attorney Attached PRINCIPAL: NOM (1) Date of Bond must not be prior to date of Contract Power of Attorney same date as Bond. it Contractor Is Partner him all Pampers must cm=de Bond. In cahfomia, in addition to this Performance Bond a'Catffomia Labor arid materials Payment Bond- Private Work' must be also be provided by Contractor. M Bards must be recorded per Title 15 of CMI Code. (3) Attach acknowledgments of an parties execuUng the Bond. ALL-PURPOSE,•A43HNOWLEDGMENT •!�!•!•!•f•i•!• -aggem.0 State of California County of Sacramento SS. • I IOn January 28, 2003 before me, Monica A. Wingate I • (DATE) personally appeared David K. Johnson (NOTARY) • • SIGNER(S) I 0 personally known to me - OR- ❑ proved to me on the basis of satisfactory • i 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), ,. MONICAA.WNGATE or the entity upon behalf of which the NOTARY PUBUC - CALIFORNIA COMMISSION # 1258544 C @,MY erson s acted, executed the instrument. p ( ) SACRAMENTO COUNTY ' Commission Exp. April 26, 2004 WITNESS m y hand and official seal. I NOTARY'S SIGNATU • INFORMATION • 'OPTIONAL The infonnation below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. • CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT • ❑ INDIVIDUAL ❑ CORPORATE OFFICER ' i TITLE OR TYPE OF DOCUMENT TITLES) • 1-1 PARTNERS) • I • © ATTORNEY -IN -FACT NUMBER OF PAGES I I❑ TRUSTEE(S) � • ❑ GUARDIAN /CONSERVATOR • DATE OF DOCUMENT f❑ OTHER: I • • I OTHER I + SIGNER IS REPRESENTING: RIGHT THUMBPRINT IiAi� OP /ERSOti(3) OR EttTrr Y Travelers Casuals and Surety - OF Company of America SIGNER a A ej "A SW VALM- SIERRA. M362-330 On this A" day of January, 2003, before miN the undersigned, a notary public in and for said state, personally appeared ._sn3 Cad . personally known to .me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(les) and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. SignaturA a RYLN HERTIOG 00[NM, s 13Mo3 VXFPANCUDCOUMY (print name) 0 Camp G* AUQL 1 2M TRA ALTY AND SURETY COMPANY OF ALICA V$LSRS.CASDALTY AND�SURBTY COMPANY FARMINGTON CASUALTY COMPANY Hartford,Coanecticnt06183 -9062 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEYS) -IN -FACT KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, corporations duly organized under the laws of the State of Connecticut, and having their principal offices in the City of Hartford, County of Hartford, State of Connecticut, (hereinafter the " Companies ") hath made, constituted and appointed, and do by these presents make, constitute and appoint David K. Johnson, Monica A. Wingate, Stephen D. Bender, of Sacramento, California, their true and lawful Attorney(s) -in -Fact, with full power and authority hereby conferred to sign, execute and acknowledge, at any place within the United States, the following instrument(s): by his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking and any and all consents incident thereto and to bind the Companies, thereby as fully and to the same extent as if the same were signed by the duly authorized officers of the Companies, and all the acts of said Attorney(s) -in -Fact, pursuant to the authority herein given, are hereby ratified and confirmed. This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are now in full force and effect: VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to ad for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her. VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary. VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority. This Power of Attorney and Certificate of Authority is signed and sealed by facsimile (mechanical or printed) under and by authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, which Resolution is now in full force and effect: VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached (1140 8tmdu+d) RECORDING REQUESTED BY: Houaing and U nn DDev�elopmcM VWIM RECORDED MAIL TO: Office or Counsel Department of HUD 611 W. d' Street. Suite 800 Loa Angelis, CA 90017 C0 P of Document Recorded V1Od A,r++, vu3 716 on i -�o a"� as No. ;L Has not been compared with original. RODEVIA�_D. COUNTY CLERK - RECORDER The undersigned hereby certifies that this is a true and correct copy of the original documents instrument. FIRST AMERICAN TIT . C By --- -SPACE ABOVE TM LINE FOR RECORDERS USE U .S: DeparUmerd of Housing and Urban Dwok" me " PAYMENT BOND Project No.12Z-EE163 -WAH4W ORIGINAL 'ISSUED IN OCTUPUCATE• PAYMENT BOND Traveims aasuam► and aorelty Company of America PRIVATE CONTRACT - CALIFORNIA One Tower Square 3118,; Hartford, CT 06183 Bond No. 0055B 103322012 BCM Bond No. TBD Premium: Included Premium: Included KNOW ALL MEN BY THESE PRESENTS: That we Broward Bros., Inc. (hereinafter called Principa% as Principal, and Travelers Casuaky and Surety Company of America, incorporated under to lace of the State of Oonnectiart, and duly authorized to transact the business of surety In the State of California (hereinafter called the Surety), as Surety, are held and firmly bound unto any and all persons perfuming labor upon or furnishing materials to be used in or furnishing appliances, t or corn to thLwo�ri� contracted to be performed under the contract hereinafter mentioned, in the sum of �rri nru,�"ngaa ($3,365,950.00 ) DOLLARS, lawful money of the United States, for which payment, well and truly to be made, the Principal and the Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these pnesenta. WHEREAS, on the 28th day of January 2003 the Principal entered into a written contact with Judson Terrace Lodoe, a cardomFa nmyrord pulft benefit cwPoradon as Owner for Judson Terrace a odpe. San Lub Obispo a copy of which contract is or may be attached hereto, and Is hereby referred to; NOW, THEREFORE, the condition of this obligation Is such that if the Principal shall pay or cause to be paid in full all Uairrrs Jul tdlurr, w rrraltarab, a appfrXKAA, a hAllirs, ur puma. w antra w all. ptarvrrrrrd rurnistrAJ rx wrrUitwled in connection with such work, then this obligation shall be null and void; otherwise, to remain in full force and effect THIS BOND is executed for the purpose of complying with the laws of the State of California as contained in Title 15, Works of Improvement, of the Civil Code of the State of California, and all ads amendatory thereof, and this bond shall inure to the benefit of any and all persons who perform labor upon or furnish materials to be used in or fumish appliances, teams or power contributing to the work described in said contract in accordance with the provisions of said statute. No suit or action on this bond shall be maintained unless the same shall be filed within sbc months after the completion of said structure or work described in said contact, as "Completion" is defined under applicable sections of Title 15, Works of Improvement, of the Civil Code of the State of Califomia. SIGNED, sealed and dated this 28th day of January 2003 TM ROM WST RE FLm AID RECCIMM N TM OPrrCE OF TIE RECORIOM OF TIM COMITY N VOKE THE CONTRACT IS TO BE PERFORMED N ORDER FULLY TO COMPLY VM THE STATUTE AM FULLY PROTECT ALL PART= AB PROWD® N BAD STATUTE. BOU-26H (10M V By: Fore Principal velem Casualty and Surety Company of America David K Johnum Attaffib 41717act ALL-PURPOSE ACKNOWLEDGMENT Fsetate of California County of Sacramento SS. • I • On January 28, 2003 before me, Monica A. Wingate i (DAM (NOTARY) personally appeared David K. Johnson I SIGNER(S) Ipersonally known to me - OR- ❑ proved to me on the basis of satisfactory . I I• evidence to be the person(s) whose name(s) • is /are subscribed to the within instrument and I '' acknowledged to me that helshe/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), I i .-.. MONICAAA..`WINGAE a or the entity upon behalf of which the ' TARY PUSUC- CA 0 NOLI FO RNIA — person(s) acted, executed the instrument. COMMISSION 12585" • S�MMIS • ' My Cwmmisslon Exp. April 26.2M I • WITNESS m y hand and official seal. ' • NOTARY'S SIGNATU • I INFORMATION ' 'OPTIONAL The inforn)ation below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. ,. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT I ❑ INDIVIDUAL ' I• ❑ CORPORATE OFFICER ' ' TITLE OR TYPE OF DOCUMENT i TME(S) ❑ PARTNER(S) NUMBER OF PAGES • © ATTORNEY -IN ' -FACT ' ❑ TRUSTEE(S) • ' • ❑ GUARDIAN /CONSERVATOR DATE OF DOCUMENT • ' ❑ _OTHER: ' • • OTHER • RIGHTTHUMBPRINT I SIGNER IS REPRESENTING: NAM or rmoN(a) oa a nTrY OF Travelers Casuel y and Surety SIGNER Company of America a s • • State of Califomia ) ) ss. County of Los Angeles ) On this e.R 4" day of January, 2003, before me, 8^7WO--d e undersigned, a notary public in and for said state, personally appeared nNvi personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies) and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signl_atur -S[kv- In J (print na e) TBAVB i ASUALTY AND:SDRBTY CO>I�ANY O CA TRAVBLERS CASUALTY AND`sUR$TY COMP sFARMIIdGTON CASUALTY: RECORDING REQUESTED BY: County of San Luis Obispo AFTER RECORDING MAIL TO: Director of Planning and Building County of San Luis Obispo County Government Center San Luis Obispo, CA 93408 C0 Py of Document Recorded 4„00 4.pr on Lk as No.;Aa---Cky Has not been compared with original. JULIE- L. RODE -: ALD. COUNTY CLERK -RECORDER The undersigned hereby certifies that this is a true and correct copy of the original docu o strument FIRST AMEBIC TIT C BY SPACE ABOVE RESERVED FOR RECORDER MODIFICATION AND SUBORDINATION AGREEMENT THIS MODIFICATION AND SUBORDINATION AGREEMENT (this "Agreement ") is made and entered into as of this �i day of January, 2003, by and between JUDSON TERRACE LODGE, a California nonprofit public benefit corporation (hereafter referred to as "Borrower'), and the COUNTY OF SAN LUIS OBISPO, a political subdivision of the State of California (hereafter referred to as "County"), based on the following recital of facts: RECITAL OF FACTS A. Borrower and County entered into that certain Agreement Regarding Use of 1999 Home Funds for Predevelopment Costs for Senior Assisted Housing by Judson Terrace Lodge dated October 2, 2000 (the "County Loan Agreement"), for the purpose of County providing to Borrower a loan of $200,000 (the "Loan Amount") from County's 1999 HOME Investment Partnerships Program funds to pay for Borrower's predevelopment costs in connection with the development of a rental housing apartment complex for low and very low income elderly persons (the "Project") on property located in the City of San Luis Obispo, County of San Louis Obispo, State of California, and more particularly described in Exhibit "A" attached hereto (the "Property"). B. In connection with the County Loan Agreement, Borrower executed and delivered to County (i) a County of San Luis Obispo Home Investment Partnerships Program Promissory Note Secured by Deed of Trust dated October 2, 2000 in the sum of the Loan Amount from Borrower, as maker, to County, as holder (the "County Note "); (ii) a Deed of Trust With Assignment of Rents (Short Form) dated October 2, 2000, among Borrower, as Trustor, First American Title Insurance 1 E 0 0 Company, a California corporation, as Trustee, and County, as Beneficiary, recorded on October 3, 2000 as Document No. 2000-051760 of the Official Records of the Recorder of San Luis Obispo County (the "Official Records "), and securing the County Note (the "County Deed of Trust"); and (iii) an Affordability Agreement/Restrictive Covenants dated October 2, 2000, between County, as Lender, and Borrower, as Owner, and recorded on October 3, 2000 as Document No. 2000 - 057161 of Official Records (the "County Restrictive Covenants "). C. At the time of execution of the County Loan Agreement, Borrower and County assumed that the Project would consist of 29 assisted rental housing units that would be affordable to low and very low income elderly persons (the "Affordable Housing Units "), and one (1) resident manager's unit, for a total of 30 housing units. Since the execution of the County Loan Agreement, the total number of Affordable Housing Units has increased from 29 units to 31 units. In addition, the deadline for completion of the Project and the occupancy of the Affordable Housing Units was agreed by Borrower and County to be within 36 months of the execution date of the County Loan Agreement, or by October 2, 2003. Because construction of the Project has not started and the estimated construction period for completion of the Project is now 14 months, the completion of the Project and occupancy of the Affordable Housing Units will not occur by October 2, 2003. D. Although the Loan Amount has been fully disbursed by County, the United States of America, acting by and through the Secretary of Housing and Urban Development (the "HUD Secretary"), which will be providing Borrower with a Capital Advance (grant) pursuant to Section 202, Supportive Housing for the Elderly (the "Section 202 Program "), in the sum of $2,593,900 for the development of the Project, and which will be construed as the primary lender /grantor for the Project, requires that the County Loan Agreement, County Note, County Deed of Trust and County Restrictive Covenants be amended to include subordination and other related provisions as required under the Section 202 Program, including an amendment that will permit Borrower to rent the Affordable Housing Units only to very low- income elderly persons so long as the Section 202 Program requirements are applicable to the Project. E. Borrower and County desire to correct the number of Affordable Housing Units referred to in the County Loan Agreement from 29 Affordable Housing Units to 31 Affordable Housing Units and to extend the completion and occupancy deadline date for the Affordable Housing Units. Further, in order to comply with HUD's Section 202 Program requirements, Borrower and County desire to amend the County Loan Agreement, County Note, County Deed of Trust and County Restrictive Covenants to (i) allow the occupancy of the Affordable Housing Units by either qualified low or very low income elderly persons, rather than by qualified low and very low income 2 I� elderly persons, and (ii) include the subordination and other related provisions required by the HUD Secretary pursuant to the Section 202 Program. F. The amendments of County Loan Agreement, County Note, County Deed of Trust and County Restrictive. Covenants to satisfy the Section 202 Program requirements are as contemplated in these documents, as specifically found in Section 4(a) of the County Loan Agreement, Section 15 of the County Note, the Certificate attached to the County Deed of Trust, and Section 3.03 of the County Restrictive Covenants. MODIFICATION AND SUBORDINATION NOW, THEREFORE, for and in consideration of the premises as set forth in the Recital of Facts, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and County hereby agree as follows: A. The Recital of Facts is incorporated herein and made a part of this Agreement by this reference. B. The second "Whereas" clause and Section 1(d) of the County Loan Agreement are each amended such that references therein to "29" assisted rental housing units to be developed and rented in connection with the Project shall now read "31" assisted rental housing units. C. Section 1(d) of the County Loan Agreement is further amended such that the reference therein to "36 months" as the period allowed for completion of the Project and occupancy of the Affordable Housing Units shall now read "48 months ". D. Recital B of the County Restrictive Covenants is amended such that the reference to "30 housing units" that Borrower intends to build in connection with the Project shall now read "32" total housing units. E. Wherever in the Loan Agreement, County Note, County Deed of Trust and County Restrictive Covenants there is a reference to "low and very low income ", such reference is now changed to read, 'low and /or very low income ". F. The HUD- Required Provisions Rider - County of San Luis Obispo Loan Documents, which is attached hereto as Exhibit "B ", is hereby attached to and made a part of each of the County Loan Agreement, County Note, County Deed of Trust and County Restrictive Covenants. EXCEPT as amended by this Agreement, the County Loan Agreement, County Note, County Deed of Trust and County Restrictive Covenants, each shall and does remain in full force and effect. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement and caused same to be effective on the day and year first above written. BORROWER: JUDSON T RACE LODGE, a Califom' nonprofit public enefit corporation By: �.� Sharron Kulensschmidt, /Chairperson B y: eJ6 /014. 2 "2- Eldora Warkentin, Vice - Chairperson COUNTY: COUNTY SAN LUIS ISP By: Victor Rolanda, AICP Director, Department of Planning and Building APPROVED AS TO FORM AND LEGAL EFFECT: James B. Lindholm, Jr. Coun By: D pu o ty Counsel Dated: 1- Z__q 2003 State of California ) ) ss. County of San Luis Obispo ) On this 2-4441 day of January, 2003, before me, the undersigned, a notary public in and for said state, personally appeared Sharon Kulenschmidt and Eldora Warkentin, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) istare subscribed to the within instrument, and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies) and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. - Sign re. V r (print name) State of California ) ) ss. County of San Luis Obispo ) m #c-_c -02aGton>l� N C0U* at San Uds Comm: 6V. 25; 004 On this � day of January, 2003, before me, the undersigned, a notary public in and for said state, personally appeared Victor Holanda, personally known to me to be the person(g whose name(, is /Oot subscribed to the within instrument and acknowledged to me that he/sb -e /may executed the same in his /ftWtbMr authorized capacity(W) and that by his /f*/fir signaturelp on the instrument the person(, or the entity upon behalf of which the person04 acted, executed the instrument. WITNESS my hand and official seal. NANCY H. ROBINSON Commission # 1379678 z •Notary Public - California ; Son Luis Obispo County EXHIBIT "A" (LEGAL DESCRIPTION) PARCEL ONE: THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT DIABLO MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT AS SHOWN ON MAP FILED IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 °37'00" WEST, 1,190.89 FEET TO THE SOUTHWESTERLY LINE OF COUNTY ROAD NO. 257, AS DESCRIBED IN THE DEED TO THE COUNTY OF SAN LUIS OBISPO, RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 72000'00" EAST, 372.70 FEET TO THE NORTHWESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO JOHN GAUSTAD, RECORDED JULY 12, 1948, IN BOOK 484, PAGE 1 OF OFFICIAL RECORDS; THENCE ALONG NORTHWESTERLY LINE OF SAID LAND OF JOHN GAUSTAD 30041'00" WEST, 8.20 FEET TO A POINT; THENCE CONTINUING ALONG SAID NORTHWESTERLY LINE SOUTH 30 °41'00" WEST, 146.80 FEET TO A POINT; SAID POINT BEING THE MOST WESTERLY CORNER OF THE PROPERTY CONVEYED TO GEORGE R. ROBERTSON AND CONSTANCE M. ROBERTSON BY DEED RECORDED JUNE 9, 1969, IN BOOK 1520, PAGE 43 OF OFFICIAL RECORDS, AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 72 °00'00" EAST ALONG THE SOUTHWESTERLY LINE OF THE PROPERTY CONVEYED TO ROBERTSON AND THE. SOUTHEASTERLY PROLONGATION THEREOF, 150.00 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF THE PROPERTY CONVEYED TO GAUSTAD AS AFOREMENTIONED; THENCE SOUTH 30 041'00" WEST ALONG THE SOUTHEASTERLY LINE OF SAID GAUSTAD PROPERTY; 135.00 FEET TO THE MOST SOUTHERLY CORNER THEREOF; THENCE NORTH 72 °00'00" WEST, 150 FEET TO THE MOST WESTERLY CORNER OF SAID GAUSTAD PROPERTY; THENCE NORTH 30 041'00" EAST, 135.00 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. SAID PROPERTY BEING A PORTION OF PARCEL A OF PARCEL MAP SL077 -118 RECORDED ON SEPTEMBER 26, 1977, IN BOOK 23, PAGE 88 OF PARCEL MAPS. AND ALL THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL, DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT, ACCORDING TO MAP RECORDED SEPTEMBER 30,1893 IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2037'00" WEST, 1190.89 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF COUNTY ROAD NO. 257, AS CONVEYED. TO THE COUNTY OF SAN LUIS OBISPO IN DEED RECORDED NOVEMBER 4,1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS; THENCE SOUTH 72 000'00" EAST ALONG SAID SOUTHWESTERLY LINE 522.70 FEET FOR THE TRUE POINT OF BEGINNING, SAID POINT BEING THE NORTHWEST CORNER OF THE PROPERTY CONVEYED TO F. P. SILVEIRA AND WIFE IN DEED DATED JULY 29, 1942 AND RECORDED JULY 30, 1942 IN BOOK 324, PAGE 367 OF OFFICIAL RECORDS; THENCE FROM SAID - TRUE POINT OF BEGINNING ALONG THE SOUTHWESTERLY LINE OF SAID ROAD SOUTH 72 000'00" EAST, 75.00. FEET; THENCE LEAVING SAID SOUTHWESTERLY LINE AND RUNNING SOUTH 30 °41'00" WEST, 290 FEET TO THE SOUTH LINE OF THE PROPERTY CONVEYED TO SAID F. P. SILVEIRA AND WIFE; THENCE ALONG SAID SOUTH LINE NORTH 72 000'00" WEST, 75.00 FEET TO THE SOUTHWEST CORNER OF THE PROPERTY SO CONVEYED; THENCE NORTH 30 041'00" EAST ALONG THE WESTERLY LINE OF THE PROPERTY SO CONVEYED 290.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO HENRY V. BETTENCOURT AND MARIE JANE BETTENCOURT IN DEED DATED MARCH 18, 1957 IN BOOK 884, PAGE 300 OF OFFICIAL RECORDS. SAID LAND BEING ALSO DESCRIBED IN THAT CERTAIN NOTICE OF MERGER RECORDED NOVEMBER 6, 2002 AS INSTRUMENT NO. 2002 - 096118 OF OFFICIAL RECORDS. PARCEL TWO: A NON - EXCLUSIVE EASEMENT FOR VEHICULAR INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -118 IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN, LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS:. A STRIP OF LAND 24.00 FEET IN WIDTH LYING 12.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 72 °12'12" WEST A DISTANCE OF 8.70. FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE SOUTH 18 010'43" WEST A DISTANCE OF 52.83 FEET; THENCE SOUTH 30 041'00" WEST A DISTANCE OF 56.27 FEET; THENCE SOUTH 63 °26'39" WEST A DISTANCE OF 83.59 FEET; THENCE SOUTH 18 016'55" WEST A DISTANCE OF 133.25 FEET TO THE NORTHERLY RIGHT OF WAY OF AUGUSTA STREET AS SHOWN ON SAID PARCEL MAP. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT - OF -WAY. PARCEL THREE: A NON - EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL 'A" OF PARCEL MAP SLO 77 -118, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977, IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE 0 1. . . 0 RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 72 012'12" WEST A DISTANCE OF 105.92 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE SOUTH 18 016'37" WEST A DISTANCE OF 21.38 FEET; THENCE SOUTH 71 °43'23" EAST A.DISTANCE OF 7.84 FEET; THENCE SOUTH 18 °16'37" WEST A DISTANCE OF 30.14 FEET; THENCE SOUTH 71 043'23" EAST A DISTANCE OF 6.70 FEET; THENCE SOUTH 18 016'37" WEST A DISTANCE OF 18.46 FEET; THENCE NORTH 71 043'23" WEST A DISTANCE OF 14.26 FEET; THENCE SOUTH 18 °16'37" WEST A DISTANCE OF 20.54 FEET; THENCE NORTH 71 °43'23" WEST A DISTANCE OF 83.72 FEET; THENCE SOUTH 18 °16'37" WEST A DISTANCE OF 77.19 FEET; THENCE 71 043'23" EAST A DISTANCE OF 11.01 FEET; THENCE SOUTH 18 016'37" WEST A DISTANCE OF 25.74 FEET; THENCE SOUTH 71 043'23" EAST A DISTANCE OF 65.89 FEET; THENCE SOUTH 18 015'12" WEST A DISTANCE OF 90.18 FEET; THENCE SOUTH 71 °43'23" EAST A DISTANCE OF 15.74 FEET TO A POINT WHERE SAID STRIP OF LAND WIDENS TO 9.00 FEET LYING 2.50 FEET ON THE EASTERLY SIDE AND 6.50 FEET ON THE WESTERLY SIDE OF SAID DESCRIBED CENTERLINE; THENCE SOUTH 18 015'12" WEST A DISTANCE OF 15.57 FEET TO THE NORTHERLY RIGHT -OF -WAY OF AUGUSTA STREET AS SHOWN ON SAID PARCEL MAP. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. PARCEL FOUR: AN EASEMENT FOR STORM DRAIN PURPOSES, UNDER, OVER, AND .ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -118 IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA ACCORDING TO THE MAP FILED SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEING NORTH 30 051'43" EAST A DISTANCE OF 11.60 FEET FROM THE MOST WESTERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE NORTH 72 05644" WEST A DISTANCE OF 111.35 FEET. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE WESTERLY LINE OF SAID DEED.. EXHIBIT "B" HUD - REQUIRED PROVISIONS RIDER COUNTY OF SAN LUIS OBISPO LOAN DOCUMENTS This HUD - Required Provisions Rider (the 'Rider") is dated as of �� u 2-'t , 200.3, and is attached to and made a part of that certain (a) Agreement Regarding Use %f 1999 Home Funds for Predevelopment Costs for Senior Assisted Housing By Judson Terrace Lodge (the "County Loan Agreement"), between Judson Terrace Lodge,. a California nonprofit public benefit corporation, its successors and assigns (the "Borrower"), and the County of San Luis Obispo, a political subdivision of the State of California (the "County"); (b) County of San Luis Obispo HOME Investment Partnerships Program Promissory Note Secured by Deed of Trust, from Borrower to County (the 'County Note'); (c) Affordability Agreement/Restrictive Covenants (the "County Restrictive Covenants') between Borrower and County; and (d) Deed of Trust with Assignment of Rents by Borrower to County (the "County Deed of Trust "), all dated October 2, 2000 (collectively, the "County Documents'), relating to the property commonly known as Judson Terrace Lodge (the "Property" or "Development "). In the event of any conflict, inconsistency or ambiguity between the provisions of this Rider and the provisions of the County Documents, the provisions of this Rider shall control. All capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the County Documents. As used in this Rider, the term "HUD Documents" shall mean the following documents relating to the HUD Section 202 Capital Advance for the Development (HUD Project No. 122- EE163- WAH -NP). A. Deed of Trust With Assignment of Rents on the Property from Borrower to HUD and recorded against the Property (the "HUD Deed of Trust "); B. Capital Advance Program Regulatory Agreement between Borrower and HUD and recorded against the Property (the "HUD Regulatory Agreement "); C. Capital Advance Program Use Agreement between Borrower and HUD and recorded against the Property (the "HUD Use Agreement "); D. Security Agreement between Borrower and HUD (the "HUD Security Agreement'); B-4 E. UCC Financing Statement between Borrower, as Debtor, and HUD, as Secured Party, and filed with the California Secretary of State (the 'UCC Financing Statement "); F. HUD Project Rental Assistance Contract (the `PRAC"); and G. Other HUD Capital Advance documents. 1. Term of Rider. Notwithstanding anything else in this Rider to the contrary, the provisions of this Rider shall be and remain in effect only so long as the HUD Documents, or any of them, are in effect; thereafter, this Rider and its requirements shall be deemed no longer in effect. 2. Subordination. The covenants contained in the County Documents shall be subordinate to the rights of HUD under the HUD Documents, and to the HUD rules and regulations pertaining thereto. In addition, so long as the HUD Documents are in effect, in the event that there are any conflicts between the terms and conditions in the County Documents and the terms and conditions of the HUD Documents and HUD rules and regulations pertaining thereto, the HUD documents and HUD rules and regulations shall prevail. No default may be declared under the County Documents without HUD prior written consent. 3. HUD Rules. During the time period in which Section 202 or the PRAC regulations apply to the development, rents approved by HUD pursuant to the Section 202 program and the PRAC shall be deemed to be in compliance with the County Restrictive Covenants, and compliance by the Borrower with the Section 202 Regulations and the PRAC with respect to continued occupancy by households whose incomes exceed the eligible income limitations of Article 2 of the County Restrictive Covenants, or other matters set forth in Article 2 of the County Restrictive Covenants, shall be deemed to be compliance with the requirements of the County Documents. Nothing in the County Documents shall in any way limit, interfere or conflict with the rights of HUD with respect to Development; operation and management of the Development; nor can the County Documents in any way jeopardize the continued operation of the project in terms at lease as favorable to existing as well as future terms. 4. County Loan Disbursement. All loan proceeds have been disbursed by the County and Borrower acknowledges the receipt thereof. 5. Residual Receipts. Any whole or partial repayment of the principal and any other payments as set forth in the County Documents shall be made only from Residual Receipts (as defined in the HUD Documents), and then only after obtaining the prior written approval of HUD, or from the Borrower's own funds. 6. Indemnification. Enforcement by the County of any indemnification provisions in the County Documents will not and shall not result in any monetary claim against the Development, the HUD Capital Advance proceeds, any reserve or deposit required by HUD in connection with the HUD Capital Advance, or the rents or other income from the Development other than residual receipts authorized for release by HUD, without the prior written consent of HUD, or non - project assets; but County shall have the right to add any amounts due the County pursuant to indemnification provisions in the County Documents to the principal amount of the County Loan and the County Note and interest shall accrue thereon commencing on the date indemnification payments are due. 7. Transfer. Approval by HUD of a Transfer of Physical Assets (as defined in Handbook 4350.1 Rev -1 and by HUD Directive 9913, or the then current HUD transfer of ownership instructions) ( "TPA ") shall constitute approval of the transfer by the County and the Borrower shall deliver to the County, at the same time as its delivery to HUD, any application for HUD's approval of a proposed transfer. Also, the Borrower shall require the transferee to expressly assume the Borrowers obligations under the County Documents; provided, however, HUD shall not be required to enforce the requirements of this.sentence. The County shall have the right to specifically enforce the requirement that any transferee assume the Borrower's obligations under the County Documents. In the absence of such written assumption, no transfer shall be deemed to relieve the transferor from any obligations under the County Documents. 8. Default under County Documents. The County shall not declare a default under the County Documents unless it has received the prior written approval of HUD, and the County's right to accelerate the County Note during the term of the HUD Documents shall be enforceable only with the prior written approval of HUD. 9. Receiver. The County, for itself, its successors and assigns, further covenants and agrees that in the event of the appointment of a receiver in any action by the County, its successors or assigns, to foreclose the County Deed of Trust, no rents, revenue or other income of the Development collected by the receiver or by the mortgagee -in- possession shall be utilized for the payment of interest, principal, or any other charges due and B-3 v� payable under the County Deed of Trust, except from Residual Receipts, if any, as the term is defined in the HUD Regulatory Agreement. The appointment of a receiver shall require approval by the Secretary of HUD, and pursuant to HUD regulations, as long as the County is the beneficiary under the County Deed of Trust, the County cannot be mortgagee -in- possession. In the event of the appointment, by any court, of any person, other than HUD or the County, as a receiver or a mortgagee or party in possession, or in the event of any enforcement of any assignment of leases, rents, issues, profits, or contracts contained in the County Documents, with or without court action, no rents, revenue or other income of the Development collected by the receiver, person in possession or person pursuing enforcement as aforesaid, shall be utilized for the payment of interest, principal or any other amount due and payable under the provisions of the County Documents, except from Residual Receipts in accordance with the HUD Regulatory Agreement. The receiver, person in possession or person pursuing enforcement shall operate the Development in accordance with all provisions of the HUD Documents. 10. Deed -in -Lieu of Foreclosure. In the event that HUD acquires title to the Property by deed -in -lieu of foreclosure, the lien of the County Deed of Trust will automatically terminate subject to the conditions as hereinafter described. Beneficiary may cure a default under the HUD Deed of Trust prior to conveyance by deed -in -lieu of foreclosure. HUD shall give written notice to the Borrower of a proposed tender of title in the event HUD decides to accept a deed -in -lieu of foreclosure. HUD will only give such written notice if, at the time of the placing of the subordinate lien against the Property, HUD receives a copy of an endorsement to the title policy of the Borrower or County which indicates that (a) the Deed of Trust has been recorded and (b) HUD is required to give notice of any proposed election or tender of a deed -in -lieu of foreclosure. Such notice shall be given at the address stated in the County Deed of Trust or such other address as may subsequently, upon written notice to HUD, be designated by the County as its legal business address. The County shall have thirty (30) days to cure the default after notice of intent to accept a deed -in -lieu of foreclosure is mailed. 11. Borrower's Notice to County. Notwithstanding the requirements set forth in Paragraph 10 above, in the event that Borrower contemplates executing a deed -in -lieu of foreclosure, Borrower shall first give the County thirty (30) days' prior written notice; provided, however, that the failure of the Borrower to give said notice shall have no effect on the right of HUD to accept a deed -in-lieu of foreclosure. r V. • • 12. Amendment No amendment to any County Document made after the date of this Rider shall have any force or affect until and unless such amendment is approved in writing by HUD. IN WITNESS WHEREOF, the Borrower and the County have each caused this Rider to be executed by its duly authorized officer and to be made effective on and as of the effective date of the County Documents. COUNTY OF SAN LUIS OBISP a politiqal 06division of St of California By: ' 66- &P_ Victor Holanda, AICP Its: Director, Department of Planning and Building JUDSON TEFIRACE LODGE, a Califomi nprofit public benefit corporation By. ,- Sharon Kulenschmidt Its: Chairperson By: G/,0Z Eldora Warkentin Its: Vice - Chairperson B-5 r CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of San Lads ob isoo ss. On Inum 2L' X03, before me, personally appeared V i C, r NANCY H. ROBINSON Commissions 1379678 .� Notary Public - California niCUAIROUnson NQ a i�bl, ft;ld title of (e.g..'Jam . Notary PublicU Q , Names) of Signers) personally known to me 14-VIUV12d to-ine-on the basis of sa i evidenee -- to be the person(K whose name(K is /q, subscribed to the within instrument and acknowledged to me that heldli&h a executed the same in his /tW /tXr authorized capacity(jlaQ, and that by his /I)O/Xr signature(Q on the instrument the personoo, or the entity upon behalf of which the person% acted, executed the instrument. Son Luis Obispo County WIT NES my hand and official seal. (VIy Comm. F.xplres Place Notary Seal Above ignature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Do u ent Title or Type of Docuum+ent: Ibl� Document Date: �CII�UQ,I�.i 2.41 2003 Number of Pages: 14 Signer(s) Other Than Named Above. Shan KulenSchm dtt E(dorn 1nlarkenti n Capacity(ies) Claimed b,y §igner r ,,,,�,� n 1 Signer's Name:. y 1i✓ r�LL{ SAW ❑ Individual Top of thumb here ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conse^yator N Other M-recloci tiRm erne nt of Plann �lnn �_B� i �d 11�� Signer Is Representing: O 1887 NB*WW Nolery AeeoCMM • 8750 De Sab Ave.. P.O. Boor 2402 • CMfsworft CA 81313 —MM Rod. No. 6807 Reader Cal Tc"Me 1411(*876�8827 f r Escrow No. Loan No. WHEN RECORDED MAIL TO: Plannina and Buildina Denartment Housing and Economic Development County Government Center San Luis Obispo, California 93408 � , - Y� on/ as•No.• 7 Has not been compared with original. JLiE L. RODEWALO. COUNTY CLERK - RECORDER The undersigned hereby certifies that this is a true and correct copy of the original docume or instrument. FIRST AMERI LE P SPACE ABOVE THIS UNE FOR RECORDER'S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made Z 1l'441 c%.t.. 6* J 2.063 , between Judson Terrace Lodge, a California nonprofit public benefit cornorati on , herein called TRUSTOR, whose address is 3000 Augusta Street, San Luis Obispo, California, 93401, (Number and Street) (City) (we) FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and California, County of San Luis Obispo, a political subdivision of the State of , herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the Ci ty of San Luis Obispo, County of San Luis Obi soo , State of California, described as: See property description attached as Exhibit "A" Y: together witllthe rents issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and confeked Upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of $ 700,000.00 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2) the performance of each agreement of Trustor incorporated by reference or contained herein and (3) payment of additional sums and interest thereon which may hereafter be Loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth In subdivision A. and K Is mutually agreed that each and all of the lemma and provisions set forth In subdt,rision 13 of the fictitious deed of mist recorded in Orange County August 17,1964. and in all other counties August 18. 1964, In the book (continued on reverse sidel .,f, ,,am .,1010;N0tT °RECORD. The following Is a copy of Subdnrlsions A and B of the fictitious Deed OUT= t recorded in each county in Califomia as stated in the foregoing Deed`oi Trust and incorporated by„ refererice,in,sald,Deecl of.Tiust.as.be. V o part thereof as if set forth at length therein. A To protect the security of this Deed.of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike mariner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act . upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Tnustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of titre and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Tnrstor and without releasing Trustor from any obligation hereof, may: make or do the same In such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement Is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby.,after its due date. Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay: (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or 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.' (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by 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, 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 segued hereby, and in such order as 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. (6) • That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be Ned for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures seared hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Tnistee, without demand on Trustor. shall sell said property at the time and place faced by it in said notice of sate, dither as a whole or In separate.parcels, and in such order as It may determine. at public auction to the highest bidder for cash in ;lawful money .of_fhe United States:,payabie;at-dm6 of sale. Trustee may postpone sale of all or-any portion of said property by public -'(Writinued on reverse side) t, �> 11. Borrower's Notice to County. Notwithstanding the requirements set forth in Paragraph 10 above, in the event that Borrower contemplates executing a deed -in -lieu of foreclosure, Borrower shall first give the County thirty (30) days' prior written notice; provided, however, that the failure of the Borrower to give said notice shall have no effect on the right of HUD to accept a deed -in -lieu of foreclosure. 12. Amendment. No amendment to the County Documents made after the date of this Rider shall have any force or affect until and unless such amendment is approved in writing by HUD. IN WITNESS WHEREOF, the Borrower and the County have each caused this Rider to be executed by its duly authorized officer and to be made effective on and as of the effective date of the County Documents. County of San Luis Obispo, a political subdivision of the State of California By: Its: Director, De a On nt of ton and Yu r (-d iyl Judson Terrace Lodge, a California nonprofit public benefit corporation ice► - G' CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of 80,A Luis Ob SS pQ ss. On M, before me, Da personally appeared \ NANCY H. ROBINSON _ ;;Z, Commission # 1379678 Z -a' Notary Public - California ; *ersonally known to me eyidenee to be the person(A whose name is/* subscribed to the within instrument and acknowledged to me that he/sb6/tW executed the same in his /lam /tKr authorized capacity(W&), and that by his /ti& /tWjr signatureoQ on the instrument the personal, or the entity upon behalf of which the person acted, executed the instrument. San Luis Obispo County WITNESS my hand and official seal. My Comm. EA*es Nov 9, MI, e 01 Place Notary Seal Above gn lure of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Q lu t St, () s 1 e (-- O i ut i SM l ocxn Doom /r_ yAR Document Date: Sa 2-4 © Number of Pages: )- lit Signer(s) Other Than Named Above: Sharon KU f ew.h m dfi E (dom Wa r k enfi�n Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual Top of thumb here ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or o nsery for Other: e E Out Signer Is Representing:, 0 1987 NROW Nolery Ateodetim - 9350,00 Solo Ave.. P.O. Box 2402 • Chel%worth, CA 91313.2402 Prod. No. 5907 Reorder: Call Toa•Froe 1-111100$7"OU EXMIT "All ALL THAT CERTAIN LAND SITUATED THE STATE OF CALIFORNIA, COUNTY OF SAN LUIS OBISPO, AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: THAT PORTION OF THE SOUTH HALF ITY OF SECTION 36, TOWNSIP 30 SOUTH, LUIS OB SPOHCOUNTY OF SAN LUIS OBISPO, MOUNT DIABLO MERIDIAN, IN THE OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS: BEGINNING AT CORNER N0. 16 OF THE GOLDTREE VINEYARD OFFICE OF THE COUNTY RECORDER OF IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN _ SAID COUNTY; THENCE SOUTH 2037'00' �ED � � E 1,190.89 FEET TO DEED T .�E COUNTY OF SAWN SOUTHWESTERLY S OBISPOF COUNTY ROAD NO. 257, AS DES RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS IN YTHLINE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERL 72 °00'00^ EAST, 372.70 FEET TO THENORTHWESTERLY CORNER O , OF THE 1 OF OFFICIAL RECORDS; DEED TO JOHN GAUSTAD, RECORD THENCE ALONG NORTHWESTERL � LONG SAID JOHN GAUSTAD NE SOUTH 0 °418000 FEET TO A POINT; THENCE CONTINUING WEST, 146.80 FEET TO A POINT; SAID POINT BEING THE MOST WESTERLY CORNER OF THE PROPERTY CONVEYED TO GEOOKE 520, PAGE 43 OF OFF RECORDED JUNE 9, 1969, IN BO ICIAL RECORDS, AND THE TRUE POINT OF BEGINNING; THENCE SOUTH TSON' AND THE SOUTHEAHSTERLYTPR SOUTHWESTERLY THEREOF, PROPERTY CONVEYED TO ROBE 150.00 FEET TO A POINT IN THE HENCE SOUTH 30 °41I00" WEST ALONG THE SOUTHEASTERLY LINE GAUSTAD AS AFOREMENTIONED, T LINE OF SAID GAUSTAD PROPERTY; T TO THE MOST WESTERLY CORNER SAID THEREOF; THENCE NORTH 72 000'00" WEST, 15 0 FEE PROPERTY; THENCE NORTH 30 041'00" EAST, 135.00 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. SAID PROPERTY BEING A PO R2IOPN GE 88 OF PARCEL MAPS. F PARCEL A OF MAP SL077 -118 RECORDED ON SEPTEMBER 26, 1977, IN BOO, AND ALL THAT PORTION THE SOUTH MERIDIAN, OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE E AND, MER , IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LU S OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND RETURNED TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL, DESCRIBED AS FOLLOWS: A -5 PARCEL THREE: A NON - EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL OF CALIFORNIA8, ACCORDING OTO F SAN THELMAP FILED COUNTY OF SAN LUIS OBISPO, S TATE SEPTEMBER 26, 1977, IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: IN THE DEED TO BEGINNING AT A POINT ON THE SOUTHERLY LINE 169FIN B�� 1K �3 OF OFFICIAL IAL RECORDS AT JUDSON TERRACE HOMES FILED NO PAGE 68 IN SAID RECORDER'S OFFICE IN SAID RECORDER'S OFFICE SA D POINT BEARING NORTH OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 72 012'12" WEST A DISTANCE OF 105 OUTH 1 FROM" WEST ODST ISTANCE OF 21 38 CORNER ET; OHENCE LAND; THENCE LEAVING SAID LINE SOUTH 71 043'23" EAST A DISTANCE OFE 7.84 FEET; ISTANCE OF 6.70 EET;'THENCE SOUTH 18° 16'37" 6'307F UTH 18* 30.14 FEET; THENCE SOUTH 71'43'23 WEST A DISTANCE OF 18.46 FEET; THENCE NCE OF 20 54 FEET; THENCE NORTH 71043'23" 04.2 16 37 WEST A DISTANCE A THENCE SOUTH 18 77.19 FEET; THENCE DISTANCE OF 82.58 FEET; THENCE SOUTH FEET;'THENWCE SOUTH 8x16 370'`FWEST A DISTANCE OF SOUTH 71 °43'23" EAST A DISTANCE OF 26.46 FEET; THENCE SOUTH 71 °43'23" THENCE SOUTH 71C43023 65.89 AST A DISTANCE OSOUTH WEST A DISTANCE OF 89.33 FEET; 5.74 FEET TO 9.00 FEET LYING 2.50 FEET ON A POINT WHERE SAID STRIP OF LAND SIDE OFOSA D DE RIBED CENTERLINE; HENCE SOUTH SIDE AND 6.50 FEET ON THE WESTERLY 18015'12" WEST A DISTANCE OF 15.57 FEET APO TTHE 0 SIDELINES OF SAID OF AUGUSTA TO BE STREET AS SHOWN ON SAID PARCEL LENGTHENED OR SHORTENED TO TERMINATE AT THE SOUTHERLY LINE OF SAID DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. PARCEL FOUR: AN EASEMENT FOR STORM DRAIN PURPOSES, UNDER, OVER, AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL OF CALIFORNIA ACCORDING TOO F SAN THELMAP FILED COUNTY OF SAN LUIS OBISPO, ST ATE SEPTEMBER 26, 1977 IN BOOK 23 OF PARCEL MAPS AT PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: . A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE WESTERLY 2 NE969 IN BOOK 1543 F OFFICIAL RECORDS AT JUDSON TERRACE HOMES FILED NOVEMBER A -7 • PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEING NORTH 30 051'43" EAST A DISTANCE OF 11.60 FEET FROM THE A DISTANCE OF SAID SIDELINES THENCE LEAVING SAID LINE NORTH 72056'44" OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE WESTERLY LINE OF SAID DEED. 0 Al A -8 HUD- REQUIRED PROVISIONS RIDER COUNTY OF SAN LUIS OBISPO LOAN DOCUMENTS This HUD - Required. Provisions Rider (the "Rider ") is dated as of ZLt"" a . a f42il� 200,3 , and is attached to and made a part of that certain (a) Agreement Regarding the Development of Assisted Housing for Frail Elderly Persons By Judson Terrace Lodge (the "County Loan Agreement "), between Judson Terrace Lodge, a California nonprofit public benefit corporation, its successors and assigns (the "Borrower "), and the County of San Luis Obispo, a political subdivision of the State of California (the "County "); (b) County of San Luis Obispo HOME Investment Partnerships Program Promissory Note Secured by Deed of Trust, from Borrower to County (the "County Note "); (c) Affordability Agreement/Restrictive Covenants (the "County Restrictive Covenants ") between Borrower and County \; and (d) Deed of Trust [Assignment of Rents and Fixture Filing] by Borrower to County (the "County Deed of Trust "), all dated z , 2003 (collectively, the "County Documents "), relating to the property commonly known as Judson Terrace Lodge (the "Development "). In the event of any conflict, inconsistency or ambiguity between the provisions of this Rider and the provisions of the County Documents, the provisions of this Rider shall control. All capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms the County Documents. As used in this Rider, the term "HUD Documents" shall mean the following documents relating to the HUD Section 202 Capital Advance for the Development (HUD Project No. 122- EE 163- WAH -NP). A. Deed of Trust With Assignment of Rents on the Property from Borrower to HUD and recorded against the Property (the "HUD Deed of Trust "); B. Capital Advance Program Regulatory Agreement between Borrower and HUD and recorded against the Property (the "HUD Regulatory. Agreement "); C. Capital Advance Program Use Agreement between Borrower and HUD and recorded against the Property (the "HUD Use Agreement "); 0, D. Security Agreement .between Borrower and HUD (the "HUD Security Agreement "); E. UCC Financing Statement between Borrower, as Debtor, and HUD, as Secured Party, and filed with the California Secretary of State (the "UCC Financing Statement "); F. HUD Project Rental Assistance Contract (the "PRAC "); and G. Other HUD Capital Advance documents. 1. Term of Rider. Notwithstanding anything else in this Rider to the contrary, the provisions of this Rider shall be and remain in effect only so long as the HUD Documents, or any of them, are in effect; thereafter, this Rider and its requirements shall be deemed no longer in effect. 2. Subordination. The covenants contained in the County Documents shall be subordinate to the rights of HUD under the HUD Documents, and to the HUD rules and regulations pertaining thereto. In addition, so long as the HUD Documents are in effect, in the event that there are any conflicts between the terms and conditions in the County Documents and the terms and conditions of the HUD Documents and HUD rules and regulations pertaining thereto, the HUD documents and HUD rules and regulations shall prevail. No default may be declared under the County Documents without HUD prior written consent. 3. HUD Rules. During the time period in which Section 202 or the PRAC regulations apply to the development, rents approved by HUD pursuant to the Section 202 program and the PRAC shall be deemed to be in compliance with the County Restrictive Covenants, and compliance by the Developer with the Section 202 Regulations and the PRAC with respect to continued occupancy by households whose incomes exceed the eligible income ..._.._.. ___._._.__.._.... • limitations of Article 2 of the County Restrictive Covenants, or other matters set forth in Article 2 of the County Restrictive Covenants, shall be deemed to be compliance with the requirements of the County Documents. Nothing in the County Documents shall in any way limit, interfere or conflict with the rights of HUD with.respect to development, operation and management of the Development; nor can the County Documents in any way jeopardize the continued operation of the project in terms at lease as favorable to existing as well as future terms. 4. County Loan Disbursement. Upon continued satisfaction of the conditions precedent to loan disbursement set forth in the County Loan Agreement, the County shall disburse the County Loan proceeds to Borrower from time to time following approval by the County and HUD of Borrower's requisitions in accordance with the HUD Documents. HUD approval of a requisition shall be deemed County approval, provided that the requisition conforms to the use of HOME funds shown in the Financing Plan approved by the County and is an eligible use of HOME funds under applicable HOME regulations. The County agrees that the uses of County HOME funds shown in the Financing Plan are eligible uses. Requisitions not requiring HUD approval shall be submitted only to the County for approval and disbursement pursuant to the County Loan Agreement. Notwithstanding the foregoing, if any County.Loan proceeds are to be used toward Borrower's satisfaction of HUD's "front money escrow" requirements, then such County Loan proceeds shall be disbursed in accordance with HUD's Section 202 Program and HUD's Firm Commitment dated September 18, 2002, issued to Borrower, in connection with the Development. 5. Residual Receipts. Any whole or partial repayment of the principal and any other payments as set forth in the County Documents shall be made only from Residual Receipts (as defined in the HUD Documents), and then only after obtaining the prior written approval of HUD, or from the Borrower's own funds. 6. Indemnification.. Enforcement by the County of any indemnification provisions in the County Documents will not and shall not result in any monetary claim against the 3 I . 0 0 Development, the HUD Capital Advance proceeds, any reserve or deposit required by HUD in connection with the HUD Capital Advance, or the rents or other income from the Development other than residual receipts authorized for release by HUD, without the prior written consent of HUD, or non - project assets; but County shall have the right to add any amounts due the County pursuant to indemnification provisions in the County Documents to the principal amount of the Loan and the Note and interest shall accrue thereon commencing on the date indemnification payments are due. 7. Transfer. Approval by HUD of a Transfer of Physical Assets (as defined in Handbook 4350.1 Rev -1, by HUD Directive 9913, the then current HUD transfer of ownership instructions) ( "TPA ") shall constitute approval of the transfer by the County and the Borrower shall deliver to the County, at the same time as its delivery to HUD, any application for HUD's approval of a proposed transfer. Also, the Borrower shall require the transferee to expressly assume the Borrower's obligations under the County Documents; provided, however, HUD shall not be required to enforce the requirements of this sentence. The County shall have the right to specifically enforce the requirement that any transferee assume the Borrower's obligations under the County Documents. In the absence of such written assumption, no transfer shall be deemed to relieve the transferor from any obligations under the County Documents. 8. Default under County Documents. The County shall not declare a default under the County Documents unless it has received the prior written approval of HUD, and the County's right to accelerate the County Note during the term of the HUD Documents shall be enforceable only with the prior written approval of HUD. 9. Receiver. The County, for itself, its successors and assigns, further covenants and agrees that in the event of the appointment of a receiver in any action by the County, its successors or assigns, to foreclose the County Deed of Trust, no rents, revenue or other income of the Development collected by the receiver or by the mortgagee -in- possession shall be utilized for the payment of interest, principal, or any other charges due and payable under the County Deed of Trust, except from Residual Receipts, if any, as the 4.._ term is defined in the HUD Regulatory Agreement. The appointment of a receiver shall require approval by the Secretary of HUD, and pursuant to HUD regulations, as long as the County is the beneficiary under the County Deed of Trust, the County cannot be mortgagee -in- possession. In the event of the appointment, by any court, of any person, other than HUD or the County, as a receiver or a mortgagee or party in possession, or in the event of any enforcement of any assignment of leases, rents, issues, profits, or contracts contained in the County Documents, with or without court action, no rents, revenue or other income of the Development collected by the receiver, person in possession or person pursuing enforcement as aforesaid, shall be utilized for the payment of interest, principal or any other amount due and payable under the provisions of the County Documents, except from Residual. Receipts in accordance with the HUD Regulatory Agreement. The receiver, person in possession or person pursuing enforcement shall operate the Development in accordance with all provisions of the HUD Documents. 10. Deed -in -Lieu of Foreclosure. In the event that HUD acquires title to the Property by deed -in -lieu of foreclosure, the lien of the County Deed of Trust will automatically terminate subject to the conditions as hereinafter described. Beneficiary may cure a default under the HUD Deed of Trust prior to conveyance by deed -in -lieu of foreclosure. HUD shall give written notice to the Borrower of a proposed tender of title in the event HUD decides to accept a deed -in -lieu of foreclosure. HUD will only give such written notice if, at the time of the placing of the subordinate lien against the Property, HUD receives a copy of an endorsement to the title policy of the Borrower or County which indicates that (a) the Deed of Trust has been recorded and (b) HUD is required to give notice of any proposed election or tender of a deed -in -lieu of foreclosure. Such notice shall be given at the address stated in the County Deed of Trust or such other address as may subsequently, upon written notice to HUD, be designated by the County as its legal business address. The County shall have thirty (30) days to cure the default after notice of intent to accept a deed -in -lieu of foreclosure is mailed. 5' • RECORDING REQUESTED BY: County of San Luis Obispo AND WHEN RECORDED MAIL TO: Director of Planning & Building County of San Luis Obispo County Government Center San Luis Obispo, CA 93408 APN: 004- 972 -028, 004 - 972 -052 copyof Document Recorded on �'� )L as No. �� � Has not been compared with original. JULIE L. RDD -,11 , CCUry i�' CL ER'K-R- CCRDER The undersigned hereby certifies that this is a true and correct copy of the original documents r instruumenL FIRST AMERICAN TI C By AFFORDABILITY AGREEMENT /RESTRICTIVE COVENANTS THIS AGREEMENT is made and entered into z-`1 2003, by and between the County of San Luis Obispo (the "County" or "Lender") and Judson Terrace Lodge, a California nonprofit public benefit corporation ( "Owner'). RECITALS A. The County has loaned to Owner $700,000 of Home Investment Partnerships (HOME) Program funds for the purpose of construction of assisted living rental housing for low and /or very low income elderly persons on that certain property described in Exhibit "A" (attached hereto and incorporated herein) and hereinafter referred as referred to as the "Property." B. Owner intends to construct 31 housing units on the Property for the purpose of renting 31 of the future housing units to frail elderly persons of low and /or very low income. C. The County and Owner intend to designate 31 of the future housing units as "floating HOME - assisted" housing units pursuant to Title 24, Section 92.252(j) of the Code of Federal Regulations. C. The County and Owner desire to assure that all floating HOME assisted housing units in this rental housing project remain affordable to elderly persons of low and /or very low income for a period of 30 years from the date that construction of the housing units is Page 1 of 5 completed and the last floating HOME assisted housing unit has been occupied by an eligible low and /or very low income elderly resident. NOW, THEREFORE, the parties acknowledge and agree as follows: ARTICLE 1. DEFINITIONS 1.01. "Low income persons" means persons whose income does not exceed 80 percent of area median income adjusted for family size by the State Department of Housing and Community Development. 1.02. 'Very low income persons" means persons whose income does not exceed 50 percent of area median income adjusted for family size by the State Department of Housing and Community Development. 1.03. Persons meeting the definitions under section 1.01 shall be referred to as "Eligible Households." 1.04. "Area Median Income" shall mean the county wide median income in the then currently published guidelines of the U.S. Department of Housing and Urban Development. ARTICLE 2. USE RESTRICTIONS 2.01. These affordability requirements shall be covenants running with the land as defined in California Civil Code section 1460. 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 30 years from the date of occupancy of the last unit constructed. The parties agree that all future deeds or transfers of interest regarding the subject Property shall show the restrictions of this Agreement for as long as this Agreement is in effect. 2.02. The Owner, by and for itself and any successors in interest, covenants and agrees Page.20 5 • that for the period of time specified in this Agreement there shall be no sale, lease, rental, or other transfer of the Property except for the rental of individual floating HOME assisted housing units to Eligible Households. Any sale, lease, rental or other transfer of the Property in violation of this covenant shall be void unless authorized by the prior written consent of the Director of the County Department of Planning and Building. 2.03. In the event of a transfer of title as a result of foreclosure or deed -in -lieu of foreclosure of the first deed of trust, the affordability restrictions shall become permanently void. 2.04. Owner shall designate 31 of the future housing units as "floating HOME - assisted" housing units, pursuant to Title 24, Section 92.2520) of the Code of Federal Regulations. As such Owner may redesignate which housing units are HOME - assisted, provided that they are comparable to the non HOME - assisted housing units and that the number of HOME- assisted housing units is not reduced below 31. 2.05. All 31 floating HOME - assisted housing units on the Property shall be rented to Eligible Households. Rents for the 31 floating HOME assisted housing units on the Property shall not exceed the amounts permitted by Title 24, Section 92.252 of the Code of Federal Regulations. ARTICLE 3. GENERAL. 3.01. Notices required to be sent to the County hereunder shall be sent by certified mail, return receipt requested, to the following address: Victor Holanda, AICP, Director of Planning & Building, County of San Luis Obispo, County Government Center, San Luis Obispo, CA 93408. 3.02. The Owner hereby specifically acknowledges and agrees to be bound by the covenants respecting affordability on the Property contained herein. 3.03 Notwithstanding any other provisions contained in this Agreement, the provisions contained in the attached HUD - Required Provisions Rider shall take precedence. Page 3 -of 5 JUDS TERRACE LODGE, a California nonprofit public benefit corporation, Sharon Kuhlenschmidt Date Chairperson 6�� Eldora Warkentin Date Vice- Chairperson (All signatures must be acknowledged by a notary) CO OF SAN L I O PO d3 Victor Holanda, AICP Date Director, Department of Planning and Building STATE OF CALIFORNIA COUNTY OF SAN LUIS O'BtISPO ) ,�,,,,p On fa[) l�,N 24 Mlle ,,�'b`efore me, the undersigned, a Notary Public in and for said County and State, personally appeared Victor Holanda, AICP personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. �aM&ftWr. - -1 Nota Pu i A I `� My Commission expires Now, -1 1 2006 CT Date APPROVED AS TO FORM AND LEGAL EFFE JAMES LINDHOLM, JR. CountjDeput ksell By: o ty Counsel QNANCY H. ROBINSON Commission # 1379678 MYCorr1m-ExpkesNovq, Notary Public - Califo rnia San Luis Obispo Counfy .2006 Page 4: of 5 } STATE OF CALI RNIA/ S �� }ss. COUNTY OF ! iS�0 } On IZ— y LO 3 , before me, w 5 Al y r personally appeared �% Q t" �J 40 � % �/'� S r� o—� P i G1 oI—Q_ ujo—l— h e22 1-1 t.-) , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (this area for official notarial seal) Title of Document Date of Document No. of Pages Other signatures not acknowledged SUSAN MUPSAY N COMM. #1278424 Notary Pubec4aff mla County of San Luis Obi ,S My Comm'. w. Sept 25, 2 _ ;)ON (1/94) (Ger 9 FiititAmwiden Title rreaaece Comaar+i 0 0 CERTIFICATE This is to certify that the interest in real property conveyed by the Affordabilit [)#A- Agreement/Restrictive Covenants dated ? ' , from Judson Terrace Lodge to the County of San Luis Obispo, a olitical subdivision of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the Board of Supervisors of the County of San Luis Obispo pursuant to the authority conferred by Board of Supervisors Resolutions Nos. 99 -145 adopted April 13, 1999, 2001 -139 adopted April 3, 2001, and 2002 -146 adopted April 2, 2002, and the grantee consents to recordation thereof by its duly authorized officer. COUN OF SAN LU S OB O Dated: 1 —'2 1/ — o3 Victor Holanda, AICP Director, Department of Planning and Building STATE OF CALIFORNIA ) COUNTY OF SAN LUIS OBISPO On Tan uaru 24, 2003 , b< before me, the undersigned, a Notary Public in and for said County and State, personally appeared Victor Holanda, AICP, personally known to me to be the person whose name is subscribed to the within instrument. and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. NoWy Pub i NANCY H. ROBINSON _ Commission 8 1379678 -s' Notary Public - CaGfomia San Luis Obispo County MY Corrrr, EX083 Nov 9, Mb My Commission expires NoU, �, 200fo • A -9 EXHIBIT "Atl ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN LUIS OBISPO, AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: 2 EAST THAT PORTION OF THE SOUTH HALF OF SECTION N LUIS OB SPOHCOUNTY OF SAN LUIS O, MOUNT DIABLO MERIDIAN, IN THE CIT Y OF STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 16 OF F THE SURVEDYS, IN THE OFFICE OF THE COUNTY RECORDER OF IN BOOK 1, PAGE 14 OF RECORD O RLY LINE OF 1, 190.89 FEET SAID COUNTY: THENCE SOS DESCRIBED IN THE E DEED TO THE COUNTY OF SFAN LUIS OBISPO, COUNTY ROAD NO. 257, RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS IN THE OFFICE SOUTH 72 °00'00" EAST, 372.70 FEET OF THE COUNTY RECORDER OF TO HE NORTHWESTERLY CORNER OF THEN DESCRIBED IN THE DEED TO JOHN GAUSTAD, RECORDEDNE 12,1948, IN BOK LAND OF JOHN GAUSTAD 3O0 °41'OOLWEST 820 THENCE ALONG NORTHWESTERLY FEET TO A POINT; THENCE CONTINUING ID POINT BEING THE MOSTSWESTE�- yECORNER3 WEST, 146.80 FEET TO A POINT; SAID OF THE ED PROPERTY CONVEYED TO GEORGE ROBERTSON AN3OOF CONSTANCE RECORDS, AND THE TRUE POENT RECORDED JUNE 9, 1969, IN BOOK 1520, OF BEGINNING; THENCE SOUTH 72*00'00" EAST ALONG THE AND THE SOUTHEASTERLY PROLONGpTIONNTHEREOF, 150.00 FEET TO A POINT IN THE SOUTHEASTERLY THENCE SOUTH 30 °41I GAUSTAD AS AFOREMENTIONED; THE 00" WEST ALONG THE SOUTHEASTERLY LINE OF SAID GAUSTAD PROPERTY: 135.00 FEET TO THE MOST SOUTHERLY CORNER THEREOF; 50 FEET TO HE MOST WESTERLY CORNER OF S ID GAUSTAD THENCE NORTH 72 000'00" WEST, 1 PROPERTY; THENCE NORTH 30 °41'00" EAST, 135.00 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. SAID PROPERTY BEING A PORTION P OE 88 �F PARCEL MAPS. EL MAP SL077 -118 RECORDED ON SEPTEMBER 26, 1977, IN BOOK 23, AND, ALL THAT PORTION OF THE SOUTH IN OTHE�TYOOF SAN LUIS OBISPO, MOUNT.DIABLO BASE AND MERIDIAN, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING E SURVEYOR ENERAL, DESCRIBED SAID LAND RETURNED AS FOLLOWS: TO THE GENERAL LAND OFFICE BY TH A -5 BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT, ACCORDING TO MAP RECORDED SEPTEMBER 30,1893 IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 °37'00" WEST, 1190.89 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF COUNTY ROAD NO. 257, AS CONVEYED TO THE COUNTY OF SAN LUIS OBISPO IN DEED RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS; THENCE SOUTH 72 °00'00" EAST ALONG SAID SOUTHWESTERLY LINE 522.70 FEET FOR THE TRUE POINT OF BEGINNING, SAID POINT BEING THE NORTHWEST CORNER OF THE PROPERTY CONVEYED TO F. P. SILVEIRA AND WIFE IN DEED DATED JULY 29, 1942 AND RECORDED JULY 30, 1942 IN BOOK 324, PAGE 367 OF OFFICIAL RECORDS; THENCE FROM SAID TRUE POINT OF BEGINNING ALONG THE SOUTHWESTERLY LINE OF SAID ROAD SOUTH 72 000'00" EAST, 75.00 FEET; THENCE LEAVING SAID SOUTHWESTERLY LINE AND RUNNING SOUTH 30 °41'00" WEST, 290 FEET TO THE SOUTH LINE OF THE PROPERTY CONVEYED TO SAID F. P. SILVEIRA AND WIFE; THENCE ALONG SAID SOUTH LINE NORTH 72 000'00" WEST, 75.00 FEET TO THE SOUTHWEST CORNER OF THE PROPERTY SO CONVEYED; THENCE NORTH 30 °41'00" EAST ALONG THE WESTERLY LINE OF THE PROPERTY SO CONVEYED 290.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO HENRY V. BETTENCOURT AND MARIE JANE BETTENCOURT IN DEED DATED MARCH 18, 1957 IN BOOK 884, PAGE 300 OF OFFICIAL RECORDS. SAID LAND BEING ALSO DESCRIBED IN THAT CERTAIN NOTICE OF MERGER RECORDED NOVEMBER 6, 2002 AS INSTRUMENT NO. 2002 - 096118 OF OFFICIAL RECORDS. PARCEL TWO: A NON - EXCLUSIVE EASEMENT FOR VEHICULAR INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL MAP SLO 77 -118 IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS BOOK 23 ,O OF MAP CAORNIA, ACCORDING TO THE MAP 88 IN THE RECORDER'S OFFICE F SEPTEMBER 26, 1977 I SAID COUNTY AND STATE DESCRIBED AS FOLLOWS: A STRIP OF LAND 24.00 FEET IN WIDTH LYING 12.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO JUDSON TERRACE HOMES FILED NOVEMBER 21, 1969 IN BOOK 1543 OF OFFICIAL RECORDS AT PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEARING NORTH 72012'12" WEST A DISTANCE OF 8.70 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE SOUTH 18 °10'43" WEST A DISTANCE OF 52.83 FEET; THENCE SOUTH 30 041'00" WEST A DISTANCE OF 56.27 FEET; THENCE SOUTH 63 °26'39" WEST A DISTANCE OF 86.42 FEET; THENCE SOUTH 18 016'55" WEST A DISTANCE OF 131.26 FEET TO THE NORTHERLY RIGHT OF WAY OF STREET NETERMINATE SIDELINES ARE TO BE LENGTHENED OR ON TO AT THE SO SOUTHERLY LINE OF AI DEED AND AT SAID NORTHERLY RIGHT -OF -WAY. A -6 PARCEL THREE: A NON - EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF PARCEL "A" OF PARCEL OF CALI ORNIA8, ACCORDING OTO F SAN THELMAP FILED COUNTY OF SAN LUIS OBISPO, STATE SEPTEMBER 26, 1977, IN BOOK COB D AS FOLLOWS: T PAGE 88 IN THE RECORDERS OFFICE OF SAID COUNTY AND STATE DES R A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE 1969 F� BOOK 1543 OF OFFICIAL RECORDS AT JUDSON 'TERRACE HOMES FILED NOVEMBER PAGE 68 IN SAID RECORDER'SPOOF I8 SAID S o��S o�CE D OCTOBER BEARING NORTH 81 OF LICENSED SURVEYS AT 72012'12" WEST A DISTANCE OF 105.92 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE SOUTH 18° 16'37" WEST A DISTANCE OF'21.38 FEET; THENCE SOUTH 71 043'23" EAST A DISTANCE OF FEET; ISTHANCE OF 6.70 FEET; 16'37 THEE SOUTH 18016'37" 30.14 FEET, THENCE SOUTH WEST A DISTANCE OF 18.46 FEET; THENCE NORTH 71043'23" WEST A DISTANCE OF 14.26 FEET; 71043'23" WEST A THENCE SOUTH 18 °16'37" VJESNC DISTANCE UTH OF 20.54 FEET; WEST A DISTANCE OF 717.19 FEET; THENCE DISTANCE OF 82.58 FEET; THE SOUTH 71 043'23" EAST A DISTA 43 230" EAST A DISTANCE OF 65.89 FEET; THENCE SOUTH 18'15'12" OF 26.46 FEET, THENCE SOUTH 71 WEST A DISTANCE OF 89.33 FEET; THENCE A POINT WHERE SAID STRIP OF WIDEN TO 9.00 FEET LYING DISTANCE O FEET ON THE EASTERLY SIDE AND 6.50 ES FEET ST THE WESTERLY 57 FEET O THE NORTHERLY RIGHT-OF-WAY OF AUGUSTA 18015'12" WEST A DISTANCE O STREET AS SHOWN ON DTO PARCEL MAP. E SIDELINES OF SAID TERMINATE AT TE SOUTHERLY LINE OF S DI DEED AND AT LENGTHENED OR SHORTENED SAID . SAID NORTHERLY RIGHT -OF -WAY. PARCEL FOUR: AN EASEMENT FOR STORM DRAIN PURPOSES, UNDER, OVER, AND ACROSS THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF .PARCEL "A" OF PARCEL MAP SLO B ACCORDING TOO THELMAP FILED COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA SEPTEMBER 26, 1977 IN BOOK 23OIBED AS PARCEL MAPS S:T PAGE 88 IN THE RECORDER'S OFFICE OF SAID COUNTY AND STATE DESC R A STRIP OF LAND 5.00 FEET IN WIDTH LYING 2.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT ON THE NOVF�MBER 21969. IN BOOKS DESCRIBED OF OFFICIAL RECORDS AT JUDSON TERRACE HOMES FILED A -7 • PAGE 68 IN SAID RECORDER'S OFFICE AS SHOWN ON THE MAP FILED OCTOBER 4, 2001 IN BOOK 81 OF LICENSED SURVEYS AT PAGE 85 IN SAID RECORDER'S OFFICE SAID POINT BEING NORTH 30 °51'43" EAST A DISTANCE OF 11.60 FEET FROM THE MOST WESTERLY CORNER OF SAID LAND; THENCE LEAVING SAID LINE NORTH 72 056'44" WEST A DISTANCE OF 111.35 FEET. THE SIDELINES OF SAID STRIP ARE TO BE LENGTHENED OR SHORTENED TO TERMINATE AT THE WESTERLY LINE OF SAID DEED. TD A -8 RECORDING REQUESTED BY: First American Title Company 849 Pacific Street San Luis Obispo, CA 93401 COTPyof Document Recorded TWO q�t on I -3U ^�� as No. uo3- Has not been compared with original. JULIE L. RODEEWALO. COUtiTY CL= Rii'ORDER The undersigned hereby certifies that this is a true and WHEN RECORDED, MAIL TO: correct copy of the original documents instrument. d FIRST AMMERIC 4N TIT Lee Price, City Clerk City of San Luis Obispo (� 990 Palm Street San Luis Obispo, CA 93401 0 APN: PURCHASE MONEY DEED OF TRUST, DEED OF TRUST COVENANTS, AFFORDABILITY AGREEMENT, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS PURCHASE MONEY DEED OF TRUST, DEED OF TRUST COVENANTS, AFFORDABILITY AGREEMENT, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AN IXTURE FILING (collectively, "Deed of Trust ") is made as of this /D day of 2003, by and between the City of San Luis Obispo ( "City", "Be eficiary", or "Lender ") and Judson Terrace Lodge, a California non - profit public benefit corporation ( "Owner" or "Trustor "), collectively, "the Parties;" To First American Title Insurance Company ( "Trustee ") in favor of the CITY OF SAN LUIS OBISPO, a municipal corporation, whose address is 990 Palm Street, San Luis Obispo, California 93401 RECITALS A. CITY has loaned to Owner Community Development Block Grant ( "CDBG ") funds to acquire and improve certain Property located at 3042 Augusta Street, as more particularly described in Exhibits A and B (attached hereto and incorporated herein), and hereinafter referred to as the "Property." B. OWNER intends to administer said Property to provide rental housing affordable to very-low or low- income persons. C. CITY and OWNER desire to assure that the dwellings in this rental housing project remain affordable to very-low and low- income persons for a period of not less than 30 years from the date of close of escrow. Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 2 NOW, THEREFORE, THIS DEED OF TRUST WITNESSETH: 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 trust, with power of sale and right of entry and possession, all of Trustor's estate, right, title and interest in, to and under the Property; TOGETHER WITH all structures and improvements now existing or hereafter erected on the 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 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 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 Property and, whether or not affixed or annexed thereto, be deemed conclusively to be 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 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 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 Property, is herein referred to as the "Property." Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 3 ARTICLE 1. DEFINITIONS. 1.01. "Affordable to very-low and low- income" means residential rental or sales costs that conform to income and affordable housing standards issued by the Community Development Director of the City of San Luis Obispo and updated periodically to reflect state or federal housing cost indices. 1.02. "HUD" shall mean the U.S. Department of Housing and Urban Development and its staff. 1.03. "Eligible" shall mean persons or households whose incomes meet the standards for very- low or low- income categories in the City's most current Affordable Housing Standards, as issued periodically by the City's Community Development Department. ARTICLE 2. 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 Four Hundred and Seventeen Thousand Dollars ($417,000.00) ( "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 total of all City funds loaned to Trustor, said funds being from the City's Community Development Block Grant program and Affordable Housing Fund. The purposes of said loan is to help Trustor puchase and improve the Property for housing affordable to very-low and low- income persons; (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; and (c) Performance of all covenants of Trustor made in this Deed of Trust. ARTICLE 3. DEED COVENANTS. To protect the security of this Deed of Trust, Trustor and Trustee hereby covenant and agree as follows: SECTION 3.01. Restrictions on Use and Occupancy. The Property shall be used solely for affordable rental housing and occupied solely by very-low or low- income households, consistent with the Project Description, Exhibit "C." 71Y • - • , • Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 4 SECTION 3.02. Term, Use and Occupancy Restrictions. Trustor agrees that the above restrictions to the use and occupancy shall remain in effect for a period of not less than thirty (30) years from the date of the close of escrow of the Property's initial acquisition, after which time this Deed of Trust shall automatically expire. 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 occupancy by eligible very-low or low income persons. Any sale, lease, rental, or other transfer of the Property in violation of this covenant shall be void, as provided below. SECTION 3.03. 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. 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 the term of this Agreement. The parties also agree that all future deeds or transfers of interest regarding the properties shall show and be bound by these covenants for the term of this Agreement. SECTION 3.04. Right of First Refusal. Upon resale, Trustor and Trustee agree that the City or the Housing Authority of the City of San Luis Obispo, or other housing provider approved by the City, shall have the right of first refusal to purchase the Property at the then current appraised value, as further described in the Note. SECTION 3.05. 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 4. HUD - REQUIRED PROVISIONS. SECTION 4.01. Notwithstanding any other provision in this Agreement, and so long as a mortgage affecting the development and the Property is held by the Secretary of Housing and Urban Development, including his successors and assigns (collectively the "HUD Secretary" or "HUD "), or a regulatory agreement and/or use agreement in favor of the HUD Secretary is still outstanding, the following provisions shall apply: (a) All of the provisions of this Agreement shall be subject and subordinate to all applicable HUD mortgage and capital advance regulations and related administrative requirements under Section 202, Supportive Housing for the Elderly, of the Housing Act of 1959, as amended (the "Section 202 Program "). In the event of any conflicts between the provisions of this Agreement and the provisions of any applicable HUD regulations, related HUD administrative requirements or HUD capital advance documents, including, All Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 5 but not necessarily limited to, a Capital Advance Agreement, a Capital Advance Program Use Agreement, a Capital Advance Program Regulatory Agreement, A Deed of Trust With Assignment of Rents, A Security Agreement and a UCC Financing Statement (collectively, the "HUD Documents "), the HUD Regulations, related HUD Administrative requirements and HUD Documents shall govern and control; (b) Enforcement of the provisions of this Agreement shall not result in any claim against the Development, the Section 202 Program capital advance proceeds, any reserve or deposit required by HUD and deposited with the HUD Secretary (or another) in connection with the Section 202 Program transaction, or other income from the development and the Property, other than (i) available residual receipts authorized for release by HUD and (ii) the non - Project assets of the Owner; (c) In the event that any of the restrictions on occupancy, use and rents described in this Agreement at any time exceed HUD's restrictions on occupancy, use and rents under the Section 202 Program, or otherwise affect the financial viability of the development (i.e., impairing the Owner's ability to sustain a level of income sufficient to meet all financial obligations of the development, including HUD - required escrows and development operating expenses), as determined by HUD, then HUD reserves the right to require the City to remove or void all or any portion of the occupancy, use and rent restrictions described in this Agreement. In the absence of the City's compliance with a HUD request that the City remove or void the restrictions, then the City expressly recognizes the power of the HUD Secretary to take the appropriate action to unilaterally remove or void the restriction(s) and that HUD shall not have to look any further than this Agreement containing the restriction(s) for the power to remove or void it/them; (d) The City shall not declare a default under the Agreement without prior written consent of the HUD Secretary; and (e) This Agreement shall not be amended without the prior written consent of the HUD Secretary, which consent shall not be unreasonably withheld. ARTICLE 5 — INSURANCE REQUIREMENTS SECTION 5.01. 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 5.02. Trustor shall also maintain in full force and effect a policy of 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 Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 6 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 5.03. 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 5.04. 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 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 5.05. 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 Rating 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 Tmstor deems necessary to protect Beneficiary and Trustor, in the exercise of reasonable judgment. SECTION 5.06. 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 require ments set forth herein are otherwise satisfied. SECTION 5.07. 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, Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 7 insolvency of insurance companies or payment or defense of lawsuits and Trustor hereby expressly assumes full responsibility therefore and all liability, if any, with respect thereto. SECTION 5.08. Condemnation and Insurance Proceeds. SUBSECTION 5.08(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 5.08(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 name 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 amount so collected or any part of that amount may be released to Trustor. This application or release shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such notice. SUBSECTION 5.08(c). 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 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 6. 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 7. RENTS AND PROFITS. Trustor acknowledges and agrees that the Property shall at all times be occupied as rental housing for very-low and low income persons and shall not be leased or rented for other uses during the term of the Note and this Deed of Trust. 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 12 hereof shall make Beneficiary a mortgagee -m- 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 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 8. 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 therefore, 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 9. PROTECTION OF SECURITY: COSTS AND EXPENSES. Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the ir Deed of Trust/Deed' of Trust Covenants — 3042 Augusta Street Page 9 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 otherwise protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of 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 disbursement. 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 10. ENFORCEMENT. Section 10.01. Acknowledgement of Enforceability. Trustor represents, warrants, covenants and agrees that it is the lawful owner of 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 Beneficiary and that 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 Beneficiary or any predecessor -in- 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. Trustor covenants and warrants that the Note and this Deed of Trust are valid and enforceable obligations of Trustor in accordance with the terms Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 10 thereof and hereof; and that this Deed of Trust does not, nor does the Note, nor does the performance 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. ARTICLE 11. 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 11.01. Breach of Covenants. Default by Trustor in the performance of any of the covenants or agreements of Trustor contained herein, in the Note 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 11.02. 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 11.03. 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. SECTION 11.04. 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 11.05. 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. Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 11 ARTICLE 12. 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 12.01. 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 12.02. Entry. Whether or not Beneficiary exercises the right provided in Section 12.01 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 terms 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 name, 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 Property any of the Property that has been removed there from. 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 Default or election to sell has been given hereunder and without regard to the adequacy of the security for the indebtedness hereby secured. SECTION 12.03. 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 Housing Agreement. SECTION 12.04. Power of Sale. SUBSECTION 12.04(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 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 12.04(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 therefore. 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 12.04(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 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, 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 12.04(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 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 12.05. 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 12.06. Waiver of Marshaling. 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 12.07. 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 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 determined adversely, then, and in every such case, Trustor and Beneficiary shall be restored to their former positions and rights hereunder with respect to the Property subject to the lien hereof. ARTICLE 13. MISCELLANEOUS SECTION 13.01. 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 13.02. 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 13.03. 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 of default or notice of sale provided or required by law shall, if mailed, be deemed effective on the date of mailing. SECTION 13.04. 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 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 therefore, 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 13.05. 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 13.06. 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 13.07. 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 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 Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 16 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 13.08. 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 13.09. 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 there from are and shall be joint and several as to each such party. SECTION 13.10. Governing Law. This Deed of Trust shall be governed by and construed under the laws of the State of California. SECTION 13.11. 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 13.12. Superiority of First Lender Documents. SUBSECTION 13.12(a). This Deed of Trust shall not diminish or affect the rights of the First Lender under that certain deed of trust dated January 1 , 2003 , executed by the Trustor in favor of the First Lender and recorded in the County of San Luis Obispo on (to be recorded) , and assigned Instrument No. ----- - - - - -- or any subsequent First Lender deeds of trust hereafter recorded against the Security (the "First Deed of Trust "), except as provided in Subsection 12.13(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, fixturing or equipping the Property. The terms and provisions of the First Deed of Trust are paramount and controlling, and they supersede any other terms and provisions hereof in conflict therewith. SUBSECTION 13.12(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, and (ii) the Beneficiary shall not have cured the default ,, , • Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 17 under the First Deed of Trust, or diligently pursued curing the default as determined by the First Lender, within the 60-day period provided in 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 13.13. Request for Notices of Default and Sale. SUBSECTION 13.13(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 13.13(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, 990 Palm Street, San Luis Obispo, California 93401. SECTION 13.14. No Transfer. 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 Beneficiary. SECTION 13.15. 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. SECTION 13.16. Notices. Notices required to be sent to CITY shall be sent by certified mail, return receipt requested, to the following address: Community Development Director, c/o City Clerk City of San.Luis Obispo .990 Palm Street San Luis Obispo, CA 93401 Notices required to be sent to OWNER shall be sent by certified mail, return receipt requested, to the following address: Judson Terrace Lodge 3042 Augusta Street San Luis Obispo, CA 93401 Attn: Administrator IN WITNESS WHEREOF, the undersigned have executed this Deed of Trust as of the day and year first above written. JUDSON TERRACE LODGE, A CALIFORNIA CORPORATION: Sharon Kuhlenschmidt, Chairperson Eldora Warkentin, Vice Chair CITY OF SAN LUIS OBISPO: 1 --2 - D Date o � C�c —, / /d •d ian, City Administrative Officer APPROVED AS TO FORM AND LEGAL EFFECT: Attorney -o Date Deed of Trust/Deed of Trust. Covenants — 3042 Augusta Street Page 19 by: STATE OF CALIFORNIA ) COUNTY OF SAN LUIS OBISPO ) SS. On a OD.3 before me, G ht.O'kam , personally (Name and Title of Officer) (name of Signer(s) ❑ personally known to me - OR - �4 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 agreement. JODIE DICKEY O COMM. 41298070 • O NOTARY PUBLIC -CALIFORNIA WITNESS m hand and official seal. s "" wls ores March 22. ° y � My Cantu. Expires MarcA 22.2005 Signature of No64 Public Title of Document Date of Document No. of Pages Other signatures not acknowledged: Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 20 CERTIFICATE This is to certify that the interest in the Property de sc 'bein Exhibits A and B and conveyed by the Deed of Trust/Deed of Trust Covenants dated 171,010.1 „ from Judson Terrace Lodge, a California non - profit public benefit Corporation, to the City of San Luis Obispo, a Charter Municipal Corporation, is hereby accepted by the undersigned officer or agent on behalf of the Council of the City of San Luis Obispo, pursuant to the authority granted by City Council Resolution No. 8190 (1.993 Series), adopted July 6, 1993, and the grantee consents to recordation thereof by its duly authorized officer. LUIS OBISPO: /o Ken H pian, ity Administrative Officer Date Notary: STATE OF CALIFORNIA ) COUNTY OF SAN LUIS OBISPO ) SS. On CJ ��� before me, , personally I(Name and Title of Officer) (name of Si personally known to me - OR - proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in 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 agreement. LEE PRICE WITNESS my and a Commission # 122o447 Z Z Notary Pubic - Coffomia is San Luis Obispo County r MV Ccmrrm B#W May21, 2000 Signature of Notary Public O January 27, 2003 ADDENDUM: ACKNOWLEDGEMENT OF REVISIONS Re: PURCHASE MONEY DEED OF TRUST, DEED OF TRUST COVENANTS, AFFORDABILITY AGREEMENT, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING Project: Judson Terrace Lodge Location: 3042 Augusta Street, San Luis Obispo, California. WHEREAS, at the request of the U.S. Department of Housing and Community Development (HUD), the City of San Luis Obispo has revised said document to include additional information regarding HUD's rights and responsibilities; NOW THEREFORE, Judson Terrace Lodge (JTL) and the City of San Luis Obispo, hereby acknowledge and approve said revisions, as listed below, in legislative text (underlined text is added): SECTION 3.04. Right of First Refusal. Upon resale, Trustor and Trustee agree that the City or the Housing Authority of the City of San Luis Obispo, or other housing provider approved by the City, shall have the right of first refusal to purchase the Property at the then current appraised value, as further described in the Note. Notwithstanding the foregoing, so long as Section 4.01 shall apply, said right of first refusal shall require HUD's prior written consent. SECTION 4.01. (e) HUD approval of a Transfer of Physical Assets (TPA) shall be deemed to constitute approval of the TPA by the City. Mt This Agreement shall not be amended without the prior written consent of the HUD Secretary, which consent shall not be unreasonably withheld. SECTION 13.12. Superiority of First Lender Documents. SUBSECTION 13.12. This Deed of Trust shall not diminish or affect the rights of the First Lender under that certain deed of trust dated January 1, 2003 , , . executed by the Trustor in favor of the First Lender and recorded in the County of San . Luis Obispo on January 2003 , and assigned Instrument No. or any subsequent First Lender deeds of trust hereafter recorded against the Security (the "First Deed of Trust "), except as provided in Subsection 13.12(b) below. 0 4 Addendum: Acknowledgement of Revisions, JTL Deed of Trust Page 2 SECTION ,13.14. No Transfer. Subject to the rights of HUD under Section 4.01(e) herein, which shall govern, 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 Beneficiary. CITY OF SAN LUIS OBISPO Ken Hampian, City Administrative Officer Date Gilbert Trujillo, Acting City Attorney Date JUDSON TERRACE LODGE lr�e/ �lras�, /flt�hiir� Date JWLJCDBG /acknowledgementohevisions Date vi a • Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street .Page 3 ARTICLE 1. DEFINITIONS. 1.01. "Affordable to very-low and low- income" means residential rental or sales costs that conform to income and affordable housing standards issued by the Community Development Director of the City of San Luis Obispo and updated periodically to reflect state or federal housing cost indices. 1.02. "HUD" shall mean the U.S. Department of Housing and Urban Development and its staff. 1.03. "Eligible" shall mean persons or households whose incomes meet the standards for very- low or low- income categories in the City's most current Affordable Housing Standards, as issued periodically by the City's Community Development Department. ARTICLE 2. 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 Four Hundred and Seventeen Thousand Dollars ($417,000.00) ( "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 total of all City funds loaned to Trustor, said funds being from the City's Community Development Block Grant program and Affordable Housing Fund. The purposes of said loan is to help Trustor puchase and improve the Property for housing affordable to very-low and low- income persons; (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; and (c) Performance of all covenants of Trustor made in this Deed of Trust. ARTICLE 3. DEED COVENANTS. To protect the security of this Deed of Trust, Trustor and Trustee hereby covenant and agree as follows: SECTION 3.01. Restrictions on Use and Occupancy. The Property shall be used solely for affordable rental housing and occupied solely by very-low or low- income households, consistent with the Project Description, Exhibit "C." SECTION 3.02. Term, Use and Occupancy Restrictions. Trustor agrees that the above restrictions to the use and occupancy shall remain in effect for a period of not less than thirty (30) years from the date of the close of escrow of the Property's initial acquisition, after which time this Deed of Trust shall automatically expire. Further, Trustor agrees that all future grant deeds Deed of Trust/Deed of Trust Covenants - 3042 Augusta Street Page 4 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 occupancy by eligible very-low or low income persons. Any sale, lease, rental, or other transfer of the Property in violation of this covenant shall be void, as noted below. SECTION 3.03. 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. 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 the term of this Agreement. The parties also agree that all future deeds or transfers of interest regarding the properties shall show and be bound by these covenants for the term of this Agreement. SECTION 3.04. Right of First Refusal. Upon resale, Trustor and Trustee agree that the City or the Housing Authority of the City of San Luis Obispo, or other housing provider approved by the City, shall have the right of first refusal to purchase the Property at the then current appraised value, as further described in the Note. Notwithstanding the foregoing, so long as Section 4.01 shall apply, said right of first refusal shall require HUD's prior written consent. SECTION 3.05. 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 4. HUD- REQUIRED PROVISIONS. SECTION 4.01. Notwithstanding any other provision in this Agreement, and so' long as a mortgage affecting the development and the Property is held by the Secretary of Housing and Urban Development, including his successors and assigns (collectively the "HUD Secretary" or "HUD "), or a regulatory agreement and/or use agreement in favor of the HUD Secretary is still outstanding, the following provisions shall apply: (a) All of the provisions of this Agreement shall be subject and subordinate to all applicable HUD mortgage and capital advance regulations and related administrative requirements under Section 202, Supportive Housing for the Elderly, of the Housing Act of 1959, as amended (the "Section 202 Program "). In the event of any conflicts between the provisions of this Agreement and the provisions of any applicable HUD regulations, related HUD administrative requirements or HUD capital advance documents, including, but not necessarily limited to, a Capital Advance Agreement, a Capital Advance Program Use Agreement, a Capital Advance Program Regulatory Agreement, A Deed of Trust With Assignment of Rents, A Security Agreement and a UCC Financing Statement (collectively, the "HUD Documents "), the HUD Regulations, related HUD Administrative requirements and HUD Documents shall govern and control; Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 5 (b) Enforcement of the provisions of this Agreement shall not result in any claim against the Development, the Section 202 Program capital advance proceeds, any reserve or deposit required by HUD and deposited with the HUD Secretary (or another) in connection with the Section 202 Program transaction, or other income from the development and the Property, other than (i) available residual receipts authorized for release by HUD and (ii) the non - Project assets of the Owner; (c) In the event that any of the restrictions on occupancy, use and rents described 'in this Agreement at any time exceed HUD's restrictions on occupancy, use and rents under the Section 202 Program, or otherwise affect the financial viability of the development (i.e., impairing the Owner's ability to sustain a level of income sufficient to meet all financial obligations of the development, including HUD - required escrows and development operating expenses); as determined by HUD, then HUD reserves the right to require the City to remove or void all or any portion of the occupancy, use and rent restrictions described in this Agreement. In the absence of the City's compliance with a HUD request that the City remove or void the restrictions, then the City expressly recognizes the power of the HUD Secretary to take the appropriate action to unilaterally remove or void the restriction(s) and that HUD shall not have to look any further than this Agreement containing the restriction(s) for the power to remove or void it/them; (d) The City shall not declare a default under the Agreement without prior written consent of the HUD Secretary; and (e) HUD approval. of a Transfer of Physical Assets (TPA) shall be deemed to constitute approval of the TPA by the City. (f) This Agreement shall not be amended without the prior written consent of the HUD Secretary, which consent shall not be unreasonably withheld. ARTICLE 5 — INSURANCE REQUIREMENTS SECTION 5.01.. 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 5.02. Trustor shall also maintain in full force and effect a policy of 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 ' ` , • Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 16 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 13.08. 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 13.09. 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 there from are and shall be joint and several as to each such party. SECTION 13.10. Governing Law. This Deed of Trust shall be governed by and construed under the laws of the State of California. SECTION 13.11. 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 13.12. Superiority of First Lender Documents. SUBSECTION 13.12(a). This Deed of Trust shall not. diminish or affect the rights of the First Lender under that certain deed of trust dated , , executed by the Trustor in favor of the First Lender and recorded in the County of San Luis Obispo on And assigned Instrument No. or any subsequent First Lender deeds of trust hereafter recorded against the Security (the "First Deed of Trust "), except as provided in Subsection 13.12(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 Trustor for any other purpose expressly permitted by the First Deed of Trust or (ii) constructing, renovating, repairing, furnishing, fixturing or equipping the Property. The terms and provisions of the First Deed of Trust are paramount and controlling, and they supersede any other terms and provisions hereof in conflict therewith. SUBSECTION 13.12(b). In the event of default, the First Lender may take the following actions to cure the default, provided fast that: (i) the Beneficiary has been given written notice of a default under -the First Deed of Trust, and (ii) the Beneficiary shall not have cured the default Deed of Trust/Deed of Trust Covenants — 3042 Augusta Street Page 17 under the First Deed of Trust, or diligently pursued curing the default as determined by the First Lender, within the 60 -day period provided in 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 fast 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 13.13. Request for Notices of Default and Sale. SUBSECTION 13.13(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 13.13(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, 990 Palm Street, San Luis Obispo, California 93401. SECTION 13.14. No Transfer. Subject. to the rights of HUD under Section 4.01(e) herein, which shall govern, 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 Beneficiary. SECTION 13.15. 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. SECTION 13.16. Notices. Notices required to be sent to CITY shall be sent by certified mail, return receipt requested, to the following address: 1-BIT A DES(�tIPTTON: (Legal Description of Consolidated Propartp Par Notice of !Merger) PARCEL 1: THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNS141P 30 SOUTH. RANGE 12 F. AST, MOUNT DIABLO MERIDIAN, IN THE CRY OF SAN LUIS OBISPO, COUNTY OF SAN -LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT MWtEOF. DESCRIBED AS FOLI OWS: BEGINNING AT CORNER NO. 16 OF THE GOIDTREE VINEYARD TRACT AS SHOWN ON MAP FILED IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUN'T'Y; THENCB SOUTH 2 °37'00' WEST. 1, 190.89 FEET TO THR.SOVIHWF.SCERLY IAA OF COUNTY ROAD NO. 257, AS DESCRIBED IN THE DEED TO THE COUNTY OF "SAN LUIS OBISPO, RECORDED NOVEMBER 4, 1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOLMIWESTERLY LINE SOUTH 72 600'00" BAST, 372.70 FEET TO THE NORTHWEYI13RLY CORNER OF THE LAND DESCRIBED IN THE DEED TO JOHN GAUSTAD, RECORDED JULY 12,1948, IN BOOK 484, PAGE 1 OF OFFICIAL RECORDS; THENC13 ALONG NORTHWESTERLY L!NE OF SAM -L&ND OF JOHN GAUSTAD 30.41'00" WEST, 9:20 FEET TO A POINT; THENCE CONTINUING ALONG SAID NORTHWESTERLY LINE'SOUTH 30 041100'' WEST, 146.80 FEET TO A POINT. SAID POINT BEING THE MOST WEmiRLY CORNER OF THE PROPERTY CONVEYED TO GEORGE R. ROBERTSON AND COriSTANCE M. ROBERTSON BY DEED RECORDED JUNE 9, 1969; IN BOOK 1520, PAGE 43 OF OFFICIAL RECORDS; AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 72 °00'00' .EAST ALONG THE SO Y LINE OF THE PROPERTY CONVEYED TO ROBERTSON AND THE SOUM14MIRLY PROLONGATION THEREOF, 150.00 FEET TO A POINT IN THE SOUTFIFAS'TERLY LINE OF THE PROPERTY CONVEYED TO GAUSTAD AS AFOREMENTIONED; THENCE. SOU `IH 30 °41'00' WEST ALONG THE SOUTHEASTERLY LINE OF SAID GAUSTAD PROPERTY; 135.00 FEET TO THE MOST SOUTHERLY CORNER THEREOF; THENCE NORTH 72 °00'00" WEST, 150 FEET TO THE MOST WESTERLY CORNER OF SAID GAUSTAD' PROPERTY; THENCE NORTH 30 °41'00` EAST, 135.00 FEET. MORE OR LESS, TO THE TRUE POINT OF BEGINNING. SAID PROPERTY BEING A PORTION OF PARCEL A OF PARCEL MAP SLO77 -118 RECORDED ON SEPTEMBER 26. 1977, IN BOOK 23, PAGE 88 OF PARCEL MAPS. 0-`L ALL THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 30 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, 'COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND R27VPIW TO THE GENERAL LAND OFFICE BY THE SURVEYOR GENERAL, DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 16 OF THE GOLDTREE VINEYARD TRACT'. ACCORDING TO MAP RECORDED SEPTEMBER 30, 1893 IN BOOK 1, PAGE 14 OF RECORD OF SURVEYS, IN THE OFFICE OF TIME COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 2 037'00" WEST, 1190,89 FBBT TO A POINT IN THE SOLTIIiWESTERLY LINE OF COUNTY ROAD NO. 257. AS CONVEYED TO THE COUNTY OF SAN LUIS OBISPO IN DEED RECORDED NOVEMBER 4,1932, IN BOOK 130, PAGE 137 OF OFFICIAL RECORDS; THENCE SOUTH 72000'00" PAST ALONG SAID SOUTHVYM?.ST7ERLY LINE 522.70 FEET FOR THE TRUE POINT OF BEGINNING, SAID POINT BEING THE NORTHWEST CORNER OF THE PROPERTY CONVEYED TO F. P. SELVEIRA AND WIFE IN DEED. DATED JULY 29.1942 AND RECORDED JULY 30, 1942 IN BOOK 324, PAGE 367 OF OFFICIAL RECORDS; THENCE FROM SAID TRUE POW OF (CONTINUED NEXT PAGE) Page 1 of 2 SLOMMI BEGINNING ALONG THE SOUTHWESTERLY UM OF SAID ROAD. um - now00' BASF.,5.00 FEET; THENCE LEAVAIO WD am LANE AND RUNNM SOUTS 30 941'00' WEST, Z% RET TO THE SOUTH um OF THE PROPERTY CONVEYED TO SAID F. P. SmVEIRA AND WIFB; THENCE AIANG SAID SOUTH LINE NORM 72 °00'00° WEST. 75.00 FBBT TO THE 9OTTTHWBST CORNER OF THE PROPERTY SO CONVEYED; THENCE NORTH 30 °41'00' EAST ALONG TIM WBS1'PdtLY LINE OF THE PROPERTY SO CONVEYED 290.00 FEET TO THE TRUE POW OF BEGMMG. EXCEPTING THEREFROM THAT PORTION CONVEYED TO HENRY V. BSI'iENCOURT AND MARIE JANE BETTENCOURT IN DEED DATED MARCH 18, 1957 IN BOOK 884, PAGE 300 OF OFFICIAL_ RECORDS. SAID LAND BEING ALSO DESCRIBED IN THAT CERTAII4 NOTICE OF MERGER RECORDED NOVEMBER 6, 2002 AS INSTRUMENT NO. 2002 - 096118 OF OFFIQAL, RECORDS. Page 2 of 2 GOLDTREE VINEYARD TRACT CORNER NO. 16 to O O ,`0O s 872.70 EXHIBIT "B" Map PvENvE ONNSpN J 522 70' S7 2.Op pp E 72 1 844 OR 300 o E 00 0p o S 30'4 "00 "W S71 o 8.20' 0 7S 00. N of n� 3 o° GoGo N 0p 01 - o 0 �Dc 00 00 E O o N � s 7 2 I o t alb w °o t / pI p N 0 N u MI _ � 00 PORTION OF PARCEL A 3 M Z DOCUMENT M OF SLO 77 -118 - °I N0. 1996 — (1543 OR 6 7) of 36556 W V) 0 V LAND SCR z 1 1, N72.Q0o� pOUG(,gS `c`� - 75- v w s N7 2.90 0p W Y Z NO. 5571 ' EXPIRES 9 -30 -05 s ' OF CAL1F� GRAPHIC SCALE so o 25 so ALL BEARINGS AND DISTANCES SHOWN PER RECORD DEEDS._ 1 inch = 50 (t. JOB f: 0 -029 JUDSON TERRACE HOMES ol KEN WILSON LS 5571 WILI 30 N 44 7400 MORRO ROAD 805- 466 -8445 ,ATASCADRJW. -CA 805 -488 -0818 PAX COUNTY OF SAN LUIS OBISP� ' COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM APPLICATION FOR FUNDING DURING 2002 PROGRAM YEAR (Attach additional sheets if necessary) NOTE: (1) Please review the CDBG regulations and guidelines and the Request for Proposals before completing this proposal. A copy of a HUD - prepared CDBG eligibility guidebook is available upon request from county staff. Also, please call county and /or :city CDBG staff with any questions about how to complete the forni or about the rating criteria and process. (2) If the information for any of the questions below requires more room to provide a complete explanation of your proposed project or program, please attach additional sheets. 1. Name and mailing address of applicant organization, with contact person and phone number: Judson Terrace Lodge Corporation (a nonprofit corporation) 300 Augusta Street San Luis Obispo, CA 93401 Roger Jump, Administrator, Judson Terrace Homes 544 -1600 2. Title /name of proposed project or program: Accessibility Improvements for Judson Terrace Lodge - Frail Elderly Housing 3. Please describe the proposed project or program. Include a description of the groups who will benefit and an explanation of how they will benefit from the proposed project or program. For projects, describe the location of the project (be as specific as possible, e.g, street address). For programs, state the location from which the program will be operated and /or describe the geographic area served by the program. Also, please include a schedule of project/program milestones. The proposed ADA accessibility improvements for Judson Terrace Lodge are a critical component of the proposed housing for very low income frail seniors. Increases in construction costs have forced us to review all aspects of the proposed plans and reduce costs wherever possible through 'value engineering.' As a result, we have been forced to modify, delay, or delete some aspects of the project that are necessary for the well being of residents. One of the items deleted was a single- occupant lift. The lift was planned to serve the frail residents occupying units at the back of the building. Without the lift, the travel distance to the common areas on the first floor, such as the dining or lounge areas, increases dramatically. Another key part of the improvements is the upgrade of the emergency call system, which is currently planned as a basic wired system that has a limited range and notification capabilities. Because of the frail seniors who will be living at the development, we would like to upgrade the system to a wireless one that will tie into the Judson Terrace Homes system and provide computer monitoring and a mobile call transmitter for the residents. Other proposed Improvements include handicap accessible equipment for the laundry room and handicap accessible showers .for 29 additional units. e . --r nn --V- IF__f..Jr OW in Constructing the handicap ramp access from Augusta Street through Judson Terrace Homes up to the proposed site is a City permit issuance requirement to comply with ADA provisions. Judson Terrace Lodge is designed to serve frail seniors. Installing handicap accessible showers in the remaining 29 units would enhance the livability of the units as a majority of the residents are expected to have mobility impairments. In summary, the proposed accessibility improvements include the following: Construct handicap ramp access from the street to Judson Terrace Lodge, Install single - person lift, Add handicap accessible showers to 29 additional units, Install 3 handicap front - loading washers and dryers, and Upgrade the emergency call system. 4. Total amount of CDBG funds requested: $108,000 Please identify the jurisdiction(s) you are applying to: If you are requesting CDBG funds from more than one jurisdiction, please break down the amount shown above by the jurisdiction listed below. City of Arroyo Grande: City of Atascadero: _ City of Grover Beach: County -wide: City of Paso Robles: City of San Luis Obispo: X $108,000 Unincorporated community of: 5. - Please describe the budget for the proposed project or program. a. Revenues: 1. CDBG Funds requested $108,000 2. Other funds (please describe below) $ 0 Total Revenues $108,000 2— 2002 CDBG AppQcaW O izaGon: Judson Terrace Lodge IB IT C. NOTE: The CDBG funds are the only ones being requested for the ADA accessibility improvements for the project. Funding for the development and construction of Judson Terrace Lodge is being provided by HUD Section 202, HOME (County of San Luis Obispo) and CDBG funds (City of San Luis Obispo). a. Expenditures: List below by item or cost category. Please see the attached budget for a listing by cost category. 6. Does the proposed project or activity meet one of the three national objectives of the CDBG program? Please check one of the objectives below that applies to the proposal, and explain below that applies to the proposal, and explain how the project or activity meets that national objective. a. X Benefits low and moderate - income persons as defined by the U.S. Department of Housing and Urban Development (HUD). NOTE: To meet this national objective, the proposed activity must benefit a specific clientele or residents in a particular area of the county or participating city, at least 51 percent of whom are low and moderate - income persons. See current income limit schedule in the Request for Proposals. b. Aids in the prevention or elimination of slums or blight. NOTE: To meet this national objective, the proposed activity must be provided within a designated slum or blighted area, and must be designed to address one or more conditions that contributed to the deterioration of the area. C. Meets community development needs having a particular urgency where existing conditions. pose a serious and immediate threat to the health or welfare of the community, and no other funding sources are available. NOTE: To meet this national objective, the proposed activity must be provided to deal with major catastrophes or emergencies such as floods or earthquakes. 3— 7. If the project o*ogram Is designed to meet* National Objective of iprovlding benefit to low and moderate income persons, please estimate the number of persons (or households) to benefit from the project and break that estimate down by Income group as follows: a. Total number of persons or households who will benefit from the project (regardless of income group): Persons /households (circle the applicable unit) 32 households at any one time will be benefited. When a resident leaves, he or she will be replaced by another eligible low - income resident. a. Of the total number of persons or households entered above, how many will be low- income (earning 51% - 80% or less of the County Median income)? persons /households (circle the applicable unit) Of the 32 households,, one, the resident manager, may be low income. The remaining 31 households will be very low- income seniors. a. Of the total number of persons or households entered above, how many will be very low- income (earning 50% or less of the County Median income)? Persons /households (circle the applicable unit) Of the 32 households, 31 households will be very low income. Based on HUD Section 202 requirements, eligibility for the project is limited to seniors with incomes of 50% of area median income or below. The resident manager, who may qualify as very low income, will occupy one unit. 8. Check any of the following eligible activity categories that apply to the proposed project or program: (Refer to CDBG regulations and Guide to Eligible CDBG Activities) Acquisition of real property Disposition of real property Public facilities and improvements (may include acquisition, construction, reconstruction, rehabilitation or installation) Privately -owned utilities Clearance, demolition, removal of buildings and improvements, and /or movement ofstructures to other sites EXHIBIT C 2002 CDBG Appric ation Organization: OE IT C Relocation of individuals, families, businesses, non -profit organizations, and /or farms X Removal of architectural barriers Housing rehabilitation New housing construction (under limited circumstances) Code enforcement Historic preservation Commercial or industrial rehabilitation Special economic development Special activities by subrecipients Public services Planning studies 9. Describe the need and the degree to urgency for the proposed project or program. What would be the consequences if the proposed project or program is not funded in the next year? The ADA accessibility improvements are critical to this project for frail seniors. All of these items had been included as part of the project plan. However, construction cost increases forced us to delete, delay or modify these improvements even though they are an integral part of the project. The best time to make these improvements is during the initial construction of the project, rather than making changes later. With approval of 2002 CDBG funding for this project, we will be able to make the accessibility improvements during construction. Residents will benefit from the improvements from the first day that they move into Judson Terrace Lodge. The project has received all necessary approvals from the City. We will be ready to start construction as soon as HUD approves the plans and the HUD review process is completed. The estimated date for start of construction is early next fall. 10. Please describe the specffic organization(s) method to Implement the 5— 2002 CDBG Application Organization: 0EXHInI TC proposed project or program: (single or multiple group, with roles; public agency ?; non- profit ?; for - profit ?; experience in operating similar programs; etc.). The project is being developed by American Baptist Homes of the West (ABHOW) and Judson Terrace Lodge, Inc., both of which are non -profit organizations. ABHOW, incorporated in 1949, has extensive experience in developing and managing senior housing. I certify that the information in this application is true and accurate to the best of my ability and knoAedge. !o Signature Date Sharon Kuhlenschmidt President, Board of Directors, Judson Terrace Lodge Corporation Printed or typed name Title 0 ESTIMATED COSTS IBI ADA ACCESSIBILITY IMPROVEMENTS JUDSON TERRACE LODGE October 23, 2001 COST BT CATEGORY NOTES Install handicap ramp access from street to JTL $ 38,000 New path from street to JTL as required by the City to meet.ADA provisions. Install accessible showers in 29 units 24,000 Accessible showers currently planned for 2 units only. Install 3 handicap front - loading washers and dryers 7,800 $1,620 each washer and $980 each dryer Install single - person lift 24,000 This will provide mobility impaired residents more direct access to the common areas from the back of the building. Upgrade emergency call system 14,200 The purpose is to upgrade to a wireless system that will tie into the JTH system and provide computer monitoring and a mobile call transmitter for residents. Total $ .108,000