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HomeMy WebLinkAboutD-1959 3208 Rockview Place Recorded 11/26/2013cording Requested By: ride 11ty National Title Compano — Order No. �� ©) WHEN RECORDED RETURN TO: City of San Luis Obispo 990 Palm Street San Luis Obispo, Ca. 93401 Attn: City Clerk JULIE RODEWALIP - - - - AG - San Luis Obispo County— Clerk/Recorder 11/26/2013 Recorded at the request of 8:00 AM Fidelity Title Company DOC #: 2013065525 The undersigned declare that there is no documentary transfer tax on this matter. Titles: 4 Pages: 19 Fees 0.00 Taxes 0.00 Others 0.00 PAID $0.00 Recorded for the Benefit of the City of San Luis Obispo at No Fee Under Section 27383 of the Government Code PURCHASE MONEY DEED OF TRUST, DEED OF TRUST COVENANTS, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS PURCHASE MONEY DEED OF TRUST, DEED OF TRUST COVENANTS, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Deed of Trust ") is made as of this ]gthday of N ,,_ , 2013, by Pablo C. Espinoza and Susan R. Espinoza ( "Trustor "), the buyer of the real property described herein below, whose address is: 3208 Rockview Place, San Luis Obispo, California To Fidelity National Title 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 ('Beneficiary"). WHEREAS, the Beneficiary has loaned to the Trustor $80,405 of 2011 and 2012 Community Development Block Grant (hereinafter referred to as "CDBG ") Program funds for the acquisition and site remediation of property for the purpose of providing affordable housing located at 3208 Rockview Place; and WHEREAS, the Department of Housing and Urban Development (hereinafter referred to as "HUD ") approved the 2011 and 2012 Action Plans of the Consolidated Plan and approved grant agreement numbers B- 11 -UY -06 -0508 and B- 12 -UY -06 -0508 (hereinafter referred to as "the Grant Agreement "); and WHEREAS, Trustor used the $80,405 in CDBG funds for the acquisition and site remediation of property for the purpose of providing affordable housing, located at 3208 Rockview Place,-San Luis Obispo, California (hereinafter referred to as "the Property"), in the City of San Luis Obispo; and WHEREAS, the proposed activity, which meets HUD eligibility criteria by helping to provide services for low income persons, according to 24 CFR 570.201(a), and is consistent with the 980866.2 _ Deed of Trust Page 2 national objectives as described in 24 CFR 570.200(a)(2) by providing a benefit to low- and moderate income persons as described in 24 CFR 570.208(a); and WHEREAS, Beneficiary and Trustor have entered into an Affordable Housing Agreement, dated concurrently herewith; and WHEREAS, the Affordable Housing Agreement imposes certain restrictions on the sale or transfer of that certain real property located in the County of San Luis Obispo, State of California, which is further described in Exhibit A (the "Real Property "); and WHEREAS, Beneficiary and Trustor desire to ensure that the Real Property remain affordable to very low- income persons for a period of not less than 30 years following the Real Property's initial date of sale, pursuant to the Affordable Housing Agreement. 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 Beneficiary, and its successors and assigns, in trust, power of sale and right of entry and possession, all of Trustor's estate, right, title and interest in, to and under the Real Property; TOGETHER WITH all structures and improvements now existing or hereafter erected on the Real Property, all easements, rights and appurtenances thereto ,or used in connection therewith, all rents, royalties, issues, profits, revenues, income and other benefits thereof or arising from the use or enjoyment of all or any portion thereof (subject, however, to the right, power and authority given herein to Trustor to collect and apply such rents, royalties, issues, profits, revenues, income and other benefits prior to an Event of Default hereunder), all interests in and rights, royalties and profits in connection with all minerals, oil and gas and other hydrocarbon substances thereon or therein, development rights or credits, air rights, water, water rights (whether riparian, appropriative or otherwise and whether or not appurtenant) and water stock, all intangible property and rights relating to the Real Property or the operation thereof or used in connection therewith, including, without limitation, trade names and trademarks and all furniture and fixtures, now or hereafter located in, or on, or attached or affixed to, or used or intended to be used in connection with, the Real Property, including, but without limitation, all heating, lighting, laundry, incinerating, gas, electric and power equipment, pipes, plumbing, fire prevention and fire extinguishing, refrigerating, ventilating and communication apparatus, air cooling and air conditioning apparatus, shades, awnings, blinds, curtains, drapes, attached floor coverings, including rugs and carpeting and other installed appliances, attached cabinets, trees, plants and other items of landscaping, shall, to the fullest extent permitted by law and for the purposes of this Deed of Trust, be deemed to be part and parcel of, and appropriated to the use of, the Real Property and, whether or not affixed or annexed thereto, be deemed conclusively to be real property and conveyed by this Deed of Trust, and Trustor agrees to execute and deliver, from time to time, such further instruments and documents as may be required by Beneficiary to confirm the lien of this Deed of Trust on any of the foregoing; 980866.2 2 • Deed of Trust Page 3 • TOGETHER WITH all of the estate, interest, right, title, other claim or demand which Trustor now has or may hereafter acquire in any and all awards made for the taking by eminent domain, or by any proceeding or purchase in lieu thereof, of the whole or any part of the Property (as hereinafter defined), including, without limitation, any awards resulting from a_ change of grade of streets and awards for severance damages; TOGETHER WITH all of the estate, interest, right, title and other claim or demand which Trustor now has or may hereafter acquire with respect to the unearned premiums accrued, accruing or to accrue and the proceeds of insurance in effect with respect to all or any part of the foregoing. All of the foregoing property referred to in this Deed of Trust, together_ with the Real Property, is herein referred to as the "Property." ARTICLE 1. PURPOSE AND CONSIDERATION. This Deed of Trust is established for the purpose of securing, in such order of priority as Beneficiary may elect: (a) The repayment of the indebtedness evidenced by the Promissory Note Secured by Deed of Trust (the "Note "), of even date herewith, executed by Trustor as Maker, payable to the order of Beneficiary, in the principal sum of Eighty Thousand Four Hundred and Five Dollars ($80,405) ( "Principal "), and any and all late charges, interest costs or fees required thereunder, and all extensions, renewals, modifications, amendments and replacements thereof. (b) The payment of all other sums which may be advanced by or otherwise be due to Trustee or Beneficiary under any provision of this Deed of Trust with interest (if any) thereon at the rate provided herein or therein. (c) Performance of all covenants of Trustor made in this Deed of Trust (d) Performance of all covenants of Trustor as set forth in the Affordable Housing Agreement. ARTICLE 2. TRUSTOR RESTRICTIONS. To protect the security of this Deed of Trust, Trustor and Trustee hereby covenant and agree as follows: SECTION 2.01. Restrictions on Use and Occupancy. The Real Property shall be used solely for owner- occupied housing and occupied solely by very-low income households, as defined in the Affordable Housing Agreement, the terms and restrictions of which are incorporated by this reference as if fully set forth herein. SECTION 2.02. Restrictions on Sale. The Real Property shall be sold or otherwise transferred only to eligible households, as defined herein, or to the City, its Housing Authority, or to a non- profit housing agency designated by City. Sales prices shall be based on and consistent with the Affordable Housing Standards published by the City's Community Development Department. 980866.2 3 0 Deed of Trust Page 4 0 SECTION 2.03. Term of Use, Occupancy and Sale Restrictions. Trustor agrees that the above restrictions to the use, occupancy and sale of the Real Property shall remain in effect for a period of not less than thirty (30) years from the date of the Real Property's initial sale, or until September 27, 2043. Further, Trustor agrees that all future grant deeds for or transfers of interest in the Real Property 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 Real Property except for the sale to and occupation by an Eligible Household (as defined in the City of San Luis Obispo's Affordable Housing Standards). Any sale, lease, rental, or other transfer of the Real Property in violation of this Agreement shall be void, as provided below. SECTION 2.04. Determination of Eligibility. Trustor and Trustee agree to retain the Housing Authority of the City of San Luis Obispo, or other qualified entity acceptable to the City, to determine whether prospective buyers qualify as eligible households as defined in the Affordable Housing Standards. SECTION 2.05. Covenants Binding. These affordability requirements shall be covenants running with the land as defined in California Civil Code Section 1460, and shall apply to the Real Property. Pursuant to Civil Code Section 1468, which governs such covenants, the provisions of this Deed of Trust shall be binding upon all parties having any right, title, or interest in any of the Real Property, or any portion thereof, and on their heirs, successors in interest and assigns for a period of 30 years from the initial date of sale of the Real Property. The parties agree that all future deeds or transfers of interest regarding the Real Property shall show the restrictions of this Agreement for as long as the Agreement is in effect. SECTION 2.06. Right of Refusal. Upon resale, Trustor and Trustee agree that Habitat for Humanity for San Luis Obispo County, Inc. ( "Habitat ") shall have the right of first refusal to purchase the Real Property, and Beneficiary shall have the right of second refusal to purchase the Real Property if Habitat does not exercise its right of first refusal to purchase the Real Property, as further described in Section 3 of the Note. SECTION 2.07. Performance of Obligations Secured. Trustor shall promptly pay when due the indebtedness evidenced by the Note and any late charges, costs and /or fees provided for in the Note and shall further perform fully and in a timely manner all other obligations of Trustor contained herein or in the Note. ARTICLE 3 — INSURANCE REQUIREMENTS SECTION 3.01. Trustor shall keep the Property and all improvements thereon insured against loss or damage by fire with extended all -risk coverage clauses, including vandalism and malicious mischief clauses, in an amount not less than one hundred percent (100 %) of the full replacement cost of such improvements with a company or companies and in such form and with such endorsements as may be approved or required by Beneficiary. SECTION 3.02. Trustor shall also maintain in full force and effect a policy of homeowners' general liability insurance insuring Trustor against liability for bodily injury, property damage 980866.2 4 •- .• Deed of Trust Page 5 and personal injury arising out of the operation, use or occupancy of the Property. The initial amount of such insurance shall be One Hundred Thousand Dollars ($100,000.00) per occurrence and not in the aggregate and shall be subject to periodic increase based upon increased liability awards or the reasonable recommendation of Trustor's professional insurance advisor. Trustor shall name Beneficiary as an additional insured under such policy. Such insurance shall be primary with respect to any insurance maintained by Beneficiary and shall not call on Beneficiary's insurance for contributions. SECTION 3.03. Trustor shall pay all premiums for the insurance policies required to be maintained under this Deed of Trust within fifteen (15) days after Trustor's receipt of a copy of the premium statement or other evidence of the amount due. At least thirty (30) days prior to the expiration of such policy, Trustor shall deliver to Beneficiary a renewal of such policy. SECTION 3.04. Any insurance which Trustor is required to maintain under this Deed of Trust shall include a provision requiring that the insurance carrier give Beneficiary not less than thirty (30) days written notice prior to any cancellation or modification of such coverage. If Trustor (i) fails to deliver any policy or renewal to Beneficiary required under this Deed of Trust within the prescribed time period or (ii) if any such policy is canceled or modified to reduce the amount or type of coverage without Beneficiary's consent and no substituted comparable coverage is obtained by Trustor prior to such cancellation or modification, Beneficiary may obtain such insurance. In such case, Trustor shall reimburse Beneficiary for the cost of such insurance within fifteen (15) days after receipt of a statement that indicates the cost of such insurance and upon proof that Beneficiary has paid said statement. SECTION 3.05. Trustor shall maintain all insurance required under this Deed of Trust with companies holding a "general policy rating" of A -8 or better, as set forth in the most current issue of "Best Key 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 3.06. Notwithstanding anything to the contrary contained herein, Trustor's obligation to carry the insurance provided for herein may be brought within the coverage of a so- called blanket policy or policies of insurance carried and maintained by Trustor; provided, however, that Beneficiary shall be named as an additional insured thereunder and that the coverage afforded Beneficiary will not be reduced or diminished by reason of the use of such blanket policy of insurance and provided further that the requirements set forth herein are otherwise satisfied. SECTION 3.07. All of the above - mentioned insurance policies or certificates of insurance must be satisfactory to Beneficiary. Beneficiary shall not by the fact of approving, disapproving, accepting, preventing, obtaining or failing to obtain any insurance, incur any liability for or with respect to the amount of insurance carried, the form or legal sufficiency of insurance contracts, 980866.2 5 0 0 Deed of Trust Page 6 insolvency of insurance companies or payments or defense of lawsuits and Trustor hereby expressly assumes full responsibility therefor and all liability, if any, with respect thereto. SECTION 3.08. Condemnation and Insurance Proceeds. SUBSECTION 3.08(a). Any award of damages in connection with any taking or condemnation, or for injury to the Property by reason of public use, or for damages for private trespass or entry onto the Property is hereby assigned and shall be paid to Beneficiary as further security for all obligations secured by this Deed of Trust. Upon receipt of such proceeds, Beneficiary may hold the proceeds as further security or apply or release them in the same manner and with the same effect as provided in this Deed of Trust for the disposition of proceeds of fire or other insurance.. SUBSECTION 3.08(b). Any insurance proceeds or awards in connection with any casualty or damage or injury to the Property covered by insurance ( "Insurance Proceeds ") are hereby assigned to Beneficiary to be held and applied by Beneficiary in the manner hereinafter provided. Beneficiary may, at its option, and at its own expense, appear in and prosecute in its own 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 3.08(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 4. TAXES, LIENS AND OTHER ITEMS. Trustor shall pay, when due, all taxes, bonds, assessments, fees, liens (including prior trust deed liens), charges, fines, impositions and any and all other items which are attributable to or affect the Property and which may attain a priority over this Deed of Trust or the indebtedness or evidence of indebtedness secured hereby, by making payment prior to delinquency directly to the payee thereof. Trustor may initiate proceedings to contest any such taxes, bonds, assessments, fees, liens, charges, fines, impositions or other items so long as Trustor takes steps to ensure that Beneficiary's security is not threatened in any manner. Trustor shall pay all costs of the proceedings, including any costs or fees incurred by Beneficiary. Upon the final determination of any proceeding or contest, Trustor shall immediately pay 'the amounts due, together with all costs, charges, interest and penalties incidental to the proceedings. ARTICLE 5. RENTS AND PROFITS. Trustor acknowledges and agrees that the Property shall at all times be occupied by the Trustor as the Trustor's primary residence and shall not be 980866.2 6 • • Deed of Trust Page 7 leased or rented during the term of the Note, Deed of Trust and Affordable Housing Agreement. Notwithstanding the foregoing, any rents, royalties, issues, profits, revenue, income and other benefits of the Property arising from the use and enjoyment of all or any portion thereof or from any lease or agreement pertaining thereto (the "Rents and Profits "), whether now due, past due, or to become due, and including all prepaid rents and security deposits, are hereby absolutely, presently and unconditionally assigned, transferred, conveyed and set over to Beneficiary to be applied by Beneficiary in the payment of the principal and all other sums payable on the Note and of all other sums payable under this Deed of Trust. It is understood and agreed that neither the foregoing assignment of Rents and Profits to Beneficiary nor the exercise by Beneficiary of any of its rights or remedies under Article 5 hereof shall be deemed to defeat the owner - occupied restriction set forth in the Agreement or to make Beneficiary a mortgagee -in- possession or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Beneficiary, in person or by agent, assumes actual possession thereof. Further, the appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property or any part thereof by such receiver, shall not be deemed to make Beneficiary a mortgagee -in- possession or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion thereof. ARTICLE 6. PRESERVATION AND MAINTENANCE OF PROPERTY. Trustor shall keep the Property and every part thereof in good condition and repair and shall not permit or commit any waste, impairment or deterioration of the Property nor commit, suffer or permit any act upon or use of the Property in violation of law or applicable order of any governmental authority, whether now existing or hereafter enacted and whether foreseen or unforeseen, including, without limitation, violation of any zoning, building or environmental protection statutes, ordinances, regulations, orders and restrictions or in violation of any covenants, conditions or restrictions affecting the Property or bring or keep any article upon any of the Property or cause or permit any condition to exist thereon which would be prohibited by or could invalidate any insurance coverage maintained or required hereunder to be maintained by Trustor on or with respect to any part of the Property and further shall do all other acts which from the character or use of the Property may be reasonably necessary to protect the security hereof, the specific enumerations herein not excluding the general. Trustor shall completely restore and repair promptly and in a good and workmanlike manner any building, structure or improvement thereon which may be damaged or destroyed and pay, when due, all claims for labor performed and materials furnished therefor, whether or not insurance or other proceeds are available to cover, in whole or in part, the costs of any such restoration or repair. Trustor shall notify Beneficiary immediately in writing of any damage to the Property in excess of Ten Thousand Dollars ($10,000.00). ARTICLE 7. PROTECTION OF SECURITY: COSTS AND EXPENSES. Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee and shall pay all reasonable costs and expenses, including, without limitation, costs of evidence of title and reasonable attorney's fees, in any such action or proceeding in which Beneficiary or Trustee may appear and in any suit brought by 980866.2 7 • • Deed of Trust Page 8 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 8. ENFORCEMENT. Section 8.01. Acknowledgement of Enforceability. Trustor represents, warrants, covenants and agrees that it is the lawful owner of the Real Property and that it has good right and lawful authority to encumber the same as provided herein; that the Real Property is free from any and all liens and encumbrances excepting only such as have been approved by Beneficiary and that Trustor 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 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. 980866.2 8 • Deed of Trust Page 9 • Section 8.02. Due on Sale and Other Enforcement Provisions. Trustor's agreement to ensure the continued owner occupancy of the Real Property is a ' substantial material consideration to Beneficiary and Beneficiary's agreement to accept the Note and to accept this Deed of Trust. In accordance with California Civil Code Section 711.5 and in order to induce Beneficiary to accept this Deed of Trust and the Note, Trustor agrees that Trustor shall not Transfer all or any part of the Property without the prior written consent of Beneficiary. Except for a Transfer to an Eligible Household (as defined in the City of San Luis Obispo's Affordable Housing Standards), which Transfer shall be approved by Beneficiary, Beneficiary may grant or deny such consent in its sole and absolute discretion and as a condition to such consent may require any transferee to assume all obligations hereunder and to agree to be bound by all provisions contained herein. In the event of any proposed Transfer, Trustor shall provide Beneficiary with all financial and other information pertaining to the intended transferee reasonably requested by Beneficiary. In the event of any Transfer without the prior written consent of Beneficiary, Beneficiary shall have the absolute right, at its option, without demand or notice, to declare all outstanding Principal and all other sums due hereunder and under the Note to be immediately due and payable. Further, Beneficiary may bring an action at law or in equity to require Trustor and the proposed transferee to terminate and/or rescind any sales contract or purchase and sale transaction between them and/or to declare the transfer void, notwithstanding that the transfer may have closed and become final as between Trustor and the transferee. Further, Beneficiary may pursue any other remedy available under this Deed of Trust or the Note or at law or in equity or under any other agreement, instrument or document entered into by Trustor and Beneficiary. Beneficiary's consent to one Transfer shall not be deemed to be a waiver of the right to require consent to a future or successive Transfer. As used herein, "Transfer" includes any sale, agreement to sell, assignment, exchange or other conveyance of the Property or any portion thereof or any interest therein, whether voluntary or involuntary, by operation of law or otherwise, except that a Transfer by gift, devise or inheritance to a spouse or to a spouse . as a part of a dissolution proceeding shall not be considered a Transfer for purposes of this Section. ARTICLE 9. EVENTS OF DEFAULT. Each of the following shall constitute an event of default ( "Event of Default ") hereunder (including, if Trustor and Trustee consists of more than one person or entity, the occurrence of any of such events with respect to any one or more of such persons or entities): SECTION 9.01. Breach of Covenants. Default by Trustor in the performance of any of the covenants or agreements of Trustor contained herein, in the Note, in the Affordable Housing Agreement or any other note or instrument, trust deed or other obligation of Trustor relating to the Property secured by any part of or all of the Property, whether junior or senior to this Deed of Trust. SECTION 9.02. Appointment of Trustee. The appointment pursuant to an order of a court of competent jurisdiction, of a trustee, receiver or liquidator of the Property or any part thereof, or of Trustor, or any termination or voluntary suspension of the transaction of business of Trustor, or any attachment, execution or other judicial seizure of all or any substantial portion of Trustor's assets; provided, however, that if such attachment, execution or seizure is involuntary, Trustor shall not be deemed in default unless the same is not discharged within sixty (60) days. 980866.2 9 0 0 Deed of Trust Page 10 SECTION 9.03. Bankruptcy Filing. The filing by or against Trustor of a petition in bankruptcy or for an arrangement or for reorganization or for other form of debtor relief pursuant to the federal Bankruptcy Act, as the same may be amended or replaced from time to time, or any other law, federal or state, whether now existing or hereafter amended or enacted relating to insolvency or debtor relief (except that in the case of a filing against Trustor, an Event of Default shall not exist unless Trustor fails to have the proceeding discharged within sixty (60) days after such filing), or the adjudication of Trustor as a bankrupt or an insolvent by a decree of a court of competent jurisdiction, or the making of an assignment for the benefit of creditors, or the admission by Trustor in writing of its inability to pay its debts generally as they become due, or the giving of consent by Trustor to the appointment of a receiver or receivers of all or substantially all of its property. SECTION 9.04. Misrepresentations. Any representation or disclosure made to Beneficiary by Trustor as an inducement to the making of the loan evidenced by the Note that proves to be false or misleading in any material respect as of the time the same was made, whether or not any such representation or disclosure appears as part of this Deed of Trust. SECTION 9.05. Other Events. Any other event which, under this Deed of Trust, or under the Note or the Agreement, constitutes an Event of Default by Trustor hereunder or thereunder or gives Beneficiary the right -to accelerate the maturity of the indebtedness, or any part thereof, secured hereby. ARTICLE 10. REMEDIES. Upon the occurrence of any Event of Default and the expiration of any applicable period within which to cure the same, Trustee and Beneficiary shall have the following rights and remedies: SECTION 10.01. Acceleration. Beneficiary may declare the entire outstanding Principal and all other sums or payments required hereunder to be due and payable immediately and notwithstanding the date such sums would otherwise be due in accordance with the Note and the Agreement. SECTION 10.02. Entry. Whether or not Beneficiary exercises the right provided in Section 10.01 above, Beneficiary, in person or by agent or court- appointed receiver, may enter upon, take possession of, manage and operate the Property or any part thereof and do all things necessary or appropriate in Beneficiary's sole discretion in connection therewith, including, without limitation, making and enforcing,`and if the same be subject to modification or cancellation, modifying or canceling leases upon such 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 980866.2 10 Deed of Trust Page 11 such order as Beneficiary may determine. Upon request of Beneficiary, Trustor shall assemble and make available to Beneficiary at the site of the Real Property any of the Property which has been removed therefrom. The entering upon and taking possession of the Property, or any part thereof, the collection of any rents and profits and the application thereof as aforesaid shall not cure or waive any Event of Default theretofore or thereafter occurring or affect any notice or Event of Default or notice, and, notwithstanding continuance in possession of the Property or any part thereof by Beneficiary, Trustor or a receiver, and the collection, receipt and application of the rents and profits, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust or by law or in equity upon or after the occurrence of an Event of Default, including, without limitation, the right to exercise the power of sale. Any of the actions referred to in this Section may be taken by Beneficiary irrespective of whether any notice of an Event of Default or election to sell has been given hereunder and without regard to the adequacy of the security for the indebtedness hereby secured. SECTION 10.03. Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust or to enforce any of the covenants and agreements of this Deed of Trust, or the Note and the Affordable Housing Agreement. SECTION 10.04. Power of Sale. SUBSECTION 10.04(a). Beneficiary may elect to cause the Property or any part thereof to be sold under the power of sale herein granted in any manner permitted by applicable law. In connection with any sale or sales hereunder, Beneficiary may elect to treat any of the Property that consists of a right in action or that is property that can be severed from the Real Property or any improvements thereon without causing structural damage thereto as if the same were personal property and dispose of the same in accordance with applicable law, separate and apart from the sale of the Real Property. SUBSECTION 10.04(b). Trustee may, and upon request of Beneficiary shall, from time to time, postpone any sale hereunder by public announcement thereof at the time and place noticed therefor. If the Property consists of several items of property, Beneficiary may designate the order in which such items shall be offered for sale or sold. Any person, including Trustor, Trustee or Beneficiary, may purchase at any sale hereunder, and Beneficiary shall have the right to purchase at any sale hereunder by crediting upon the bid price the amount of all or any part of the indebtedness hereby secured. SUBSECTION 10.04(c). Should Beneficiary desire that more than one sale or other disposition of the Property be conducted, Beneficiary may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or at such different days'or times and in such order as Beneficiary may deem to be in its best interests, and no such sale shall 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 980866.2 11 • Deed of Trust Page 12 • facts, such as default, the giving of notice of default and notice of sale and other facts affecting the regularity or validity of such sale or disposition, shall be conclusive proof of the truth of such facts and any such deed or deeds shall be conclusive against all persons as to such facts recited therein. SUBSECTION 10.04(d). In case of any sale of the Property pursuant to any judgment or decree of any court or at public auction or otherwise in connection with the enforcement of any of the terms of this Deed of Trust, Beneficiary, its successors or assigns, may become the purchaser, and for the purpose of making settlement for or payment of the purchase price, shall be entitled to deliver over and use the Note, together with all other sums, with interest, advanced and unpaid hereunder, in order that there may be credited as paid on the purchase price the sum then due under the Note, including principal thereon and all other sums, with interest, advanced and unpaid hereunder. SECTION 10.05. Proceeds of Sale. The proceeds of any sale made under or by virtue of this Article, together with all other sums that then may be held by Trustee or Beneficiary under this Deed of Trust, whether under the provisions of this Article or otherwise, shall be applied as follows: (a) First, to the payment of the costs and expenses of sale and of any judicial proceedings wherein the same may be made, including reasonable compensation to Trustee and Beneficiary, their agents and counsel, and to the payment of all expenses, liabilities and advances made or incurred by Trustee under this Deed of Trust, together with interest on all advances made by Trustee at the maximum rate permitted by law to be charged by Trustee. (b) Second; to the payment of any and all sums expended by Beneficiary under the terms hereof (including, but not limited to, sums paid by Beneficiary on the prior trust deed) not then repaid and all other sums required to be paid by Trustor pursuant to any provisions of this Deed of Trust or the Note, including, without limitation, all expenses, liabilities and advances made or incurred by Beneficiary under this Deed of Trust or in connection with the enforcement hereof, together with interest thereon as herein provided. (c) Third, to the payment of the entire amount then due, owing or unpaid upon the Note, including attorney's fees and costs. (d) Fourth, all amounts otherwise due Beneficiary. (e) The remainder, if any, to the person or persons legally entitled thereto. SECTION 10.06. Waiver of 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 980866.2 12 • • Deed of Trust Page 13 indebtedness secured hereby, marshaled upon any foreclosure of this Deed of Trust or for any other security for any of said indebtedness. SECTION 10.07. Remedies Cumulative. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein-or by law provided, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at ,law or in equity or by statute. No delay or omission of Trustee or Beneficiary to exercise any right or power accruing upon any Event of Default shall impair any right or power or shall be construed to be a waiver of any Event of Default or any acquiescence therein; and every power and remedy given by this Deed of Trust to Trustee or Beneficiary may 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 time as additional security hereunder, whether pursuant to this deed of trust or otherwise, to any indebtedness secured hereby shall not extend or postpone the due dates of any payments due from 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 11. MISCELLANEOUS SECTION 11.01. Severability. In the event that any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Deed of Trust, and this Deed of Trust shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. SECTION 11.02. Certain Charges. Trustor agrees to pay the charges of Beneficiary for any service rendered Trustor, or on its behalf, connected with this Deed of Trust or the indebtedness secured hereby, including, without limitation, delivering to an escrow holder a request for full or partial reconveyance of this Deed of Trust, transmitting to an escrow holder moneys secured hereby, changing the records pertaining to this Deed of Trust and indebtedness secured hereby, showing a new owner of the Property and replacing an existing policy of insurance held hereunder with another such policy. SECTION 11.03. Notices. All notices expressly provided hereunder to be given by Beneficiary to Trustor and all notices and demands of any kind or nature whatsoever that Trustor' may be 980866.2 13 • Deed of Trust Page 14 • 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 11.04. Trustor Not Released. Extension of the time for payment or modification of the terms of payment of any sums secured by this Deed of Trust granted by 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 any kind as security therefor, whether evidenced by deeds of trust, mortgages, security agreements or any other instruments of security, or (d) alter, substitute or release any property securing the indebtedness; Trustee may, at any time and from time to time, upon the written request of Beneficiary (a) consent to the making of any map or plat of the Property or any part thereof, (b) join in granting any easement or creating any restriction thereon, (c) join in any subordination agreement or other agreement affecting this Deed of Trust or the lien or charge hereof, or (d) reconvey, without any warranty, all or part of the Property. SECTION 11.05. Inspection. Beneficiary may at any reasonable time or times make or cause to be made entry upon and inspections of the Property or any part thereof in person or by agent. SECTION 11.06. Reconveyance. Upon the payment in full of all sums secured by this Deed of Trust or upon forgiveness of such payment in accordance with the Note, Beneficiary shall request that Trustee reconvey the Property and shall surrender this Deed of Trust and Note evidencing indebtedness secured by this Deed of Trust to Trustee. Upon payment of its fees and any other sums owing to it under this Deed of Trust, Trustee shall reconvey the Property without warranty to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. The recitals in such reconveyance of any matters of facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto." Five (5) years after issuance of such full reconveyance, Trustee may destroy the Note and this Deed of Trust unless otherwise directed by Beneficiary. 980866.2 14 • Deed of Trust Page 15 SECTION 11.07. Interpretation. Wherever used in this Deed of Trust, unless the context indicates a contrary intent, or unless otherwise specifically provided herein, the word "Trustor" shall mean and include both Trustor and any subsequent owner or owners of the Property, and the word 'Beneficiary" shall mean and include not only the original Beneficiary hereunder but also any future owner and holder, including pledgees, of the Note secured hereby. In this Deed of Trust wherever the context so requires, the masculine gender includes the feminine and/or neuter, and the neuter includes the feminine and /or masculine, and the singular number includes the plural and conversely. In this Deed of Trust, the use of the word "including" shall not be deemed to limit the generality of the term or clause to which it has reference, whether or not non - limiting language (such as "without limitation," or "but not limited to" or words of similar import) is used with reference thereto. The captions and headings of the Articles and Sections of this Deed of Trust are for convenience only and are not to be used to interpret, define or limit the provisions hereof. SECTION 11.08. 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 11.09. Successors and Assigns. All of the grants, obligations, covenants, agreements, terms, provisions and conditions herein shall run with the land and shall apply to, bind, and inure to the benefit of the heirs, administrators, executors, legal representatives, successors and assigns of Trustor and the successors -in -trust of Trustee and the endorsees, transferees, successors and assigns of Beneficiary. In the event that Trustor is composed of more than one party, the obligations, covenants, agreements and warranties contained herein as well as the obligations arising therefrom are and shall be joint and several as to each such party. SECTION 11.10. Governing Law. This Deed of Trust shall be governed by and construed under the laws of the State of California. SECTION 11.11. Trustor Waivers. Trustor waives the benefit of all laws now existing or that hereafter may be enacted with respect to any statute of limitations for the filing of any action or claims by Beneficiary. SECTION 11.12. Superiority of First Lender Documents. SUBSECTION 11.12(a). This Deed of Trust shall not diminish or affect: (i) the rights of Habitat under that certain Deed of Trust dated concurrently herewith, securing a purchase money loan in the amount of $59,675, executed by the Trustor in favor of Habitat and to be recorded in the official records of the County of San Luis Obispo (the "First Deed of Trust "), and (ii) the rights of Habitat under that certain CalHome Program First Time Homebuyer Deed of Trust dated concurrently herewith, securing a purchase money loan in the amount of $60,000, executed by the Trustor in favor of Habitat and to be recorded in the official records of the County of San Luis Obispo (the "Second Deed of Trust "). Beneficiary and Trustor acknowledge and agree that this Deed of Trust is subject and subordinate in all respects to the liens, terms, covenants and 980866.2 15 Deed of Trust Page 16 r: conditions of the First Deed of Trust and Second Deed of Trust, and to all advances heretofore made or which may hereafter be made pursuant to the First Deed of Trust and Second Deed of Trust, including all sums advanced for the purpose of (1) protecting or further securing the lien of the First Deed of Trust or Second Deed of Trust, curing defaults by the Trustor under the First Deed of Trust or Second Deed of Trust, or for any other purpose expressly permitted by the First Deed of Trust or Second Deed of Trust, or (2) constructing, renovating, repairing, furnishing, fixturing or equipping the Property. Any payments required to be made pursuant to the Note and this Deed of Trust shall at all times be subject and subordinate in right of payment to the prior payment in full of the payments required to be made pursuant to the First Deed of Trust and Second Deed of Trust and the Promissory Notes secured thereby. The terms and provisions of the First Deed of Trust and Second Deed of Trust are paramount and controlling, and they supersede any other terms and provisions hereof in conflict therewith. Without limitation, the following rights of Beneficiary hereunder shall be subject and subordinate to the prior rights of Habitat pursuant to the terms of the First Deed of Trust and Second Deed of Trust: (A) any rights to condemnation proceeds, (B) any right to Insurance Proceeds, (C) any rights to Rents and Profits, (D) any rights in Bankruptcy, and (E) any rights to impounds made for taxes and insurance. If (i) the Beneficiary receives any payment, property, or asset of any kind or in any form on account of the Note (including, without limitation, any proceeds from any of the foregoing (A) to (E) Enforcement Action) after a default on the First Deed of Trust or Second Deed of Trust of which the Beneficiary has actual knowledge or has been given notice, or (ii) the Beneficiary receives, voluntarily or involuntarily, by operation of law or otherwise, any payment, property, or asset in or in connection with any bankruptcy proceeding, such payment, property, or asset will be received and held in trust for Habitat. The Beneficiary will promptly remit, in kind and properly endorsed as necessary, all such payments, properties, and assets to Habitat. Habitat shall apply any payment, asset, or property so received from the Beneficiary to the First Deed of Trust or Second Deed of Trust in such order, amount (with respect to any asset or property other than immediately available funds), and manner as Habitat shall determine in its sole and absolute discretion. SUBSECTION 11.12(b). Beneficiary shall have the right but not the obligation to cure any default of Trustor under the First Deed of Trust or Second Deed of Trust. SECTION 11.13. Request for Notices of Default and Sale. SUBSECTION 11.13(a). Trustor hereby requests that a copy of any notice of default and notice of sale as may be required by law or by this Deed of Trust be mailed to Trustor at its address above stated. SUBSECTION 11.13(b). In accordance with Section 2924b of the California Civil Code, request is hereby made that a copy of any notice of default and a copy of any notice of sale under that deed trust recorded concurrently herewith, be mailed to: Community Development Director, City of San Luis Obispo, 919 Palm Street, San Luis Obispo, California 93401. SECTION 11.14. No Transfer. Trustor shall not voluntarily or involuntarily (except for a transfer in accordance with the Affordable Housing Agreement) assign or otherwise transfer any 980866.2 16 • Deed of Trust Page 17 • of its rights, duties, liabilities or obligations hereunder or under, the Note without the prior written consent of Beneficiary. SECTION 11.15. Attorney's Fees. In any action to interpret or enforce any provision of this Deed of Trust, the prevailing party shall be entitled to reasonable costs and attorney's fees. IN WITNESS WHEREOF, the undersigned have executed this Deed of Trust as of the day and year first above written. (attach notarization) Pablo C. Espino a "Trustor" Su . 4EspinoW, "Trust&' 980866.2 17 State of California ) County of San Luis Obispo ) On November 13. 2013 before me, Mary Eileen Odom , Notary Public (here insert name and title of the officer), personally appeared Pablo C..EsRiinoza. and Susan R. Espinoza, who proved to me on the basis of satisfactory evidence to be the person(s) whose na#bealf re ubscribed to the within instrument and acknowledged to me that the executed the same in aut capacity(ies), and that by thei signature(s) on the instrument the person(s), or the entity upon of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my d and offi 'al seal. Signature _ (Seal) I t LT — - _', (notary)(12 -07) 'I ------------------- MARY EILEEN ODOM Commission # 2042863 z Notary Public - California San Luis Obispo County My Comm. Expires Oct 22, 2017 Deed of Trust Page 18 Exhibit A. Legal Description • THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: Parcels 1 of Parcel Map SLO 10 -0071, in the City of San Luis Obispo, County of San Luis Obispo, State of California, according to the map thereof recorded August 22, 2013 in Book 76 of Parcel Maps, at pages 77; 78, 79 and 80, in the office of the County Recorder of said County. PARCEL B: An undivided one -third interest in and to Parcel 4 of Parcel Map SLO 10 -0071, in the City of San Luis Obispo, County of San Luis Obispo, State of California, .according to the map thereof recorded August 22, 2013 in Book 76 of Parcel Maps, at pages 77, 78; 79 and 80, in the office of the County Recorder of said County. APN: Portion of 004 -583 -017 980866.2 18 September 19, 2013 COF-11"l, TO: Sheryll Schroeder, Interim City Clerk FROM: Peggy Mandeville, Principal Transportation Planner�� SUBJECT: Kundert Acquisition Closing Documents For your files, attached please find the following documents from the City's acquisition for the Los Osos Valley Road interchange project: 1. Cover letter from First American Title Company dated September 10, 2013 2. Recorded Grant Deed (copy) 3. Buyer's Final Closing Statement 4. Policy of Title Insurance G: \Transpoiiation- Data \interchanges \Los Osos Valley at 101\2012 -13 Easement AquisitionsWemo to City Clerk.docx - ' YJ C�1 �� S� } M 8 Rl * CK �� • first American Title City of San Luis Obispo c/o Hamner, Jewell & Associates, 330 James Way, Suite 150 Pismo Beach, CA 93449 Re: Seller: KFK Family Trusts Buyer: City of San Luis Obispo Property: Los Osos Valley Road San Luis Obispo, CA First American Title Company 559 Five Cities Drive. Pismo Beach, CA 93449 (805)773 -6600 Fax - (866)377 -9694 September 10, 2013 Escrow No.: 4008 - 4431345 (sss) The closing of the above referenced transaction is now complete. For your records we enclose the following (If checks are included in this package, please negotiate as soon as possible): Final HUD -I Statement and /or Settlement Statement Additional documents, if applicable Keep these instruments secure as some of them cannot be replaced. Any recorded documents to which you may be entitled, and your policy of title insurance, will follow shortly. Should you have any questions or need further assistance, please contact the undersigned. Thank you for working with First American Title. Company. We look forward to serving you in the future. Si ly, San a Sou Es o icer ssouza @firstam.com sss /sss First American helps you become your neighborhood expert. Learn more about your property at Eproperty Watch! www.firstam.epropertywatch.com Recording requested by FIRST AN1ER1CAN TITLE CO Recording requested by: Hamner, Jewell & Associates Government Real Estate Services 340 James Way, Suite 150 Pismo Beach, CA 93449 When recorded, return to: City of San Luis Obispo 99D; Palm Street San Luis Obispo, CA 93401 Attn: Peaev Mandeville L4 3-1 W( -L. JULIE RODEWAL1 San Luis Obispo County — Clerk/Recorder Recorded at the request of First American Title Company DOC#: 201^3052216 �III1118I�^IIII�III�� KT 9/1012013 8:00 AM Titles: 1 Pages: 10 Fees 0.00 Taxes 0.00 Others 0.00 PAID $0.00 APN: 053- 14.1 -013 and 053- 161 -014 No recording fee per Government Code § 6103 No Documentary Transfer Tax per Revenue and Taxation Code § 11922 GRANT.DEED (Los Osos Valley Road/US -101 Interchange Improvement Project F FEE PAl T For a valuable consideration, receipt of which is hereby acknowledged, \ A� \ 4 C. Wayne Longcrier,.as Trustee of the Karl Jr. Trust, the Karen Trust and the Kathryn Trust, collectively known as the KFK Family Trusts, as tenants in common (hereinafter collectively referred to as "Grantor.") hereby grants to the CITY OF SAN LUIS OBISPO, a political subdivision of the State of California, hereinafter referred to as "City ", the following described interests in real property located in the City of San Luis Obispo, County of San. Luis Obispo, State of California: In Fee: All that certain property described in Exhibit "A ", and depicted in Exhibit B attached hereto and incorporated herein; Temgo�Construction Easement: A temporary easement for construction, including the right to place equipment and vehicles, pile earth thereon, and utilize said Temporary Construction Easement for all other related activities and purposes in conjunction with the construction of Los Osos Valley Road Interchange Improvements, in, on, over, under, along, and across that certain property described and depicted in Exhibit "C ", attached hereto and incorporated herein. Said Temporary Construction Easement shall commence one hundred eighty (180) days after issuance by City of. a Notice of Commencement of Construction to Grantor, which shall be issued to Grantor by U.S. Pagel of 4 City of SLO/LOVR Interchange/Kundert/Deed I =31 -13 1 Mail, and shall automatically terminate upon completion of City's construction, or thirty (30) months after the commencement of construction, whichever occurs first; provided, however; that City shall have the right to extend the Temporary Construction Easement term in additional three (3) month increments if City determines that additional time beyond the 30 month period is necessary for construction completion. In such case, City shall have the unilateral right to extend the Temporary Construction Easement period through construction completion and agrees to compensate Grantor Six Hundred Twenty Four Dollars ($624) for each three month extension tern exercised. Payment for any such extensions shall be paid by City to Grantor concurrent with City's written notice to Grantor of City's intent to exercise such extension provisions. In any event, this temporary easement will automatically terminate at the conclusion of City's construction, or on December 31, 2016, whichever occurs first. Upon completion of construction of City's project, said Temporary Construction Easement area shall be generally restored to the condition that existed prior to construction, to the extent reasonably practical, except for landscaping and vegetation. The provisions hereof shall inure to the benefit of the City, its successors and assigns, and shall bind the heirs, executors, administrators, assigns and successors in interest of the respective parties hereto, and all covenants shall apply to and run with the above described property. Dated: 4 Z� I; Dated: �� f Dated: Z� Dated: GRANTOR: C. Wayne Lo gcrier, as Trustee of the Karl Trust By: Name: C. Wayne Long c r Title: Trustee C. Wayne ngcrier, as Trustee of th ren Trust B - -` Name: C. Wayne Lo crier Title: Trustee C. Wayne Longcrier, as Trustee of the Kathryn Trust Name: C. Wayne Title: Trustee C. Wayne Longcrier, as Trustee of the KFK Family Trusts Name: C. Wayne Title: Trustee Page 2 of 4 City of SLO/LOVR lnterchange/Kundert/Deed 1 -31 -13 ACKNOWLEDGMENT State of C(�l Arn a County of So, L On tl.►.t 2-1 Z.O 1 .3 before me, (ptiyp �}. ' jA& //V 61eo'elf Notary Public, personally appeared C. Wayne Lon crier, who proved to me on the basis of satisfactory evidence 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(ies), and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under.PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. c11iNY A. 8PRINGFORO Cau(.t 1824851 IA Noi�ar �.auao�aa � eM tw onao caan tit cart. Etr..q�. ! tt1S Si a of No Public (Seal) Page 3 of 4 City of SLO%LOVR Interchange/Kundert/Deed 1 -31 -13 f CERTIFICATE OF ACCEPTANCE This is to certify that the City of San Luis Obispo hereby accepts for public purposes the real property, or interest therein, described in that Grant Deed dated _ ��,%, %� , '204:3- , from C. Wayne Longcrier, as Trustee of the Karl Jr. Trust, the Karen rust and the Kathryn Trust, collectively known as the KFK Family Trusts, as tenants in common, Grantor therein, to the City, and consents to the recordation thereof. In Witness Whereof, I have hereunto set my hand this 16 day of 2013. APPRO D AS TO FORM: By: J. Chrisine Dietrick City Attorney City of San Luis Obispo CITY OF SAN LUIS OBI PO By Name: Jan Vell Marx Title: Mayor Page 4 of 4 City of SLO/LOVR Intemhange/Kundert/Deed 1 -31 -13 EXHIBIT "A" APN 053- 161 -014 FEE A parcel of land lying in the City of San Luis Obispo, County of San Luis Obispo, State of California, and being a portion of Parcel B, Parcel Map SLO -17 -57 as per Map recorded April 10, 1974 in Book 17, Page 57 of Parcel Maps in the office of the County Recorder of said County, and being more particularly described as follows; Beginning at the intersection of the easterly line of said Parcel B with the southerly line of that parcel as described in Exhibit "A" of that certain offer to dedicate as recorded in Volume 1827, Page 520 Official Records of the County Recorder of said County Thence S37 °28'24 "W 12.47' along the easterly line of said Parcel B to a point on the arc of a 1236.54' radius curve concave northerly, Thence westerly along the are of said curve (from a tangent which bears N78 °06'56 "W) a distance of 610.11' through a central angle of 28 °16' 1 l" and being subtended by a chord bearing and distance of N63 °58' 51 "W 603.94' to a point on the westerly line of said Parcel B; Thence N41 °55'48 "E 24.65' along said westerly line to a point on the north line of said Parcel B; Thence S88 °32'26 "E 93.62' along said north line to a point on the southerly line of that parcel as described in Exhibit "A" of that certain offer to dedicate as recorded in Volume 1827, Page 520 Official Records of the County Recorder of said County, said point being on the arc of a 899.97' radius curve concave northerly; Thence southeasterly along said southerly line on the arc of said curve (from a tangent which bears S41 °41'40 "E) a distance of 524.36' through a central angle of 33 °22'59" and being subtended by a chord bearing and distance of S58 °23'09 "E 516.97' to, the point of beginning, containing 24,988 square feet or 0.5736 acres more or less. The Basis of bearings for this description is the California State Plane Coordinate System, NAD83(92), Zone V. All distances are Grid distances. To convert to ground distances multiply by 1.00004032 EXHIBIT "B FSE 3020 OR 717 � �i 1 • 588'3226 "E 93.62 , ��, 4 `y `p FEE AREA 24,988 Sq. Ft. Q� 0.5736 ACRES PARCEL "B" 17 PM 57 0 100' 200' SCALE: 1" = 100' LEA O.R. OFFICIAL RECORD P.O.B. POINT OF BEGINNING P.M. PARCEL MAP (T) TANGENT PARCEL "C" 17 PM 57 zo 1 lbs i- ,4? Ste` -��Ab � �•- N78'06'56_'NY�� BASIS OF BEARINGS: CALIFORNIA STATE PLANE COORDINATE SYSTEM. NAD83(92), ZONE V. ALL DISTANCES ARE GRID DISTANCES. TO CONVERT TO GROUND DISTANCES MULTIPLY BY 1.00004032. ��V 70.T CITY OF SAN LUIS OBISPO 11��I1 COUNTY OF SAN LUIS OBISPO ;T ROAO.�as 2 FL. cA sm STATE OF CALIFORNIA PARCEL "A" 17 PM 57 )ATE: 10/29/12 APN: 053 - 161 -014 DE NO.1761 EXHIBIT "A" APN 053- 141 -013 TCE A parcel of land lying in the City of San Luis Obispo, County of San Luis Obispo, State of California, and being a portion of Parcel C, Parcel Map SLO -17 -57 as per Map recorded April 16, 1974 . in Book 17, Page 57 of Parcel Maps in the office of the County Recorder of said County, and being more particularly described as follows; Beginning at the intersection of the easterly line of said Parcel C with the northerly line of that parcel as described in Exhibit "A" of that certain offer to dedicate as recorded in Volume 1827, Page 520 Official Records of the County Recorder of said County, said point being on the arc of a 799.97' radius curve concave northerly; Thence westerly along said northerly line on the arc of said curve (from a tangent which bears N78 °05'09 'V) a distance of 396.58' through a central angle of 28 °24' 15" and being subtended by a chord bearing and distance of N63 °53'01 "W 392.53'; Thence departing from said northerly line N40 °19'06 "E 25.00' to a point on the arc of a 774.97' radius curve concave northerly, Thence easterly along the arc of said curve (from a tangent which bears S49 °40'54 "E) a distance of 396.19 ' through a central angle of 29 °17'29" and being subtended by a chord bearing and distance of S64 °19'38 "E 391.89' to a point on the easterly line of said Parcel C; Thence S3 7 °28'24 "W 27.81' along said easterly line to the point of beginning, containing 9,909 square feet or 0.2275 acres more or less. The Basis of bearings for this description is the California State Plane Coordinate System, NAD83(92), Zone V. All distances are Grid distances. To convert to ground distances multiply by 1.00004032 EXHIBIT C PAGE 1 OF 4 I~ O 0 CQ 0 LEGEND: O.R. P.O.B. (T) T.C.E. EXHIBIT TEMPORARY CONSTRUCT10N . EASEMENT PARCEL "C" v�a-zros °E 17 P.M. 57 0 T. C E. / h Sq.Ft. 9.909 Acres 0.2275 44`" /PARCEL "D" 17 P.M. 57 OSOS n S3778'24 "W 2781' ALLY �1P.�:�'. • -�. _ N78Rs o9 W (r1 04 PARCEL "B" 17 P.M. 57 0 100' 200' SCALE: I" OFFICIAL RECORD POINT OF BEGINNING PARCEL MAP TANGENT t TEMPORARY CONSTRUCTION EASEMENT BASIS OF BEARINGS CALIFORNIA STATE PLANE COORDINATE SYSTEM, NAD83(92), ZONE V. ALL DISTANCES ARE GRID DISTANCES. TO CONVERT TO GROUND DISTANCES MULTIPLY BY 1.ODOD4032. D®KIEN COUNTY OF SAN LIUIS BOB SPO r~aon°o moTe no m-gm. a mso STATE OF CALIFORNIA EXHIBIT C PAGE 2 OF 4 PARCEL "A" 17 P.M. 57 DATE:, 10/29/12 APN: 053 - 141 -013 DE NO.1761 4. First American Title Company 559 Five Cities Drive • Pismo Beach, CA 93449 Buyer's Final Settlement Statement Property: Los Osos Valley Road, San Luis Obispo, CA File No: 4008 - 4437345 Officer: Sandra Souza/sss New Loan No: Settlement Date: 09/10/2013 Disbursement Date: 09/10/2013 Print Date: 09/10/2013,10:28 AM Buyer: City of San Luis Obispo Address: c/o Hamner, Jewell & Associates, 330 James Way, Suite 150, Pismo Beach, CA 93449 Seller: KFK Family Trusts Address: 100 Cross Street #103, San Luis Obispo, CA 93401 -Char a Description Buyer Charge Bu er _Credit, Consideration: Total Consideration - 42,500.00 Deposits in Escrow: Receipt No. 7261 10459 on 09/09/2013 by City of San Luis Obispo 43,550.00 Title /Escrow Charges to: Escrow Fee to First American Title Company 655.00 ALTA Owners. Policy Standard to First American Title Company 395.00 Totals 43;550.00 43,550.00 Page 1 of 1 ;Form No. 1402.06 ALTA Owner's Policy (6- 17 -06) 1100302P050600 0 0 • M Policy Page 1 F Policy Number: 4437345 OWNER'S POLICY OF TITLE INSURANCE ISSUED BY First American Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (the "Company's insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions. First American T&!e Insurance Company By ATTEST ' �� SECRETARY Form No. 1402.06 • ALTA Owner's Policy (6- 17 -06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown In Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated In Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments Imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other Instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, Increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured ": The Insured named in Schedule A. (1) The term "Insured" also Includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. • Policy Page 2 Policy Number: (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant ": An Insured claiming loss or damage. (f) "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land Is insured by this policy. (h) "Mortgage "`: Mortgage, deed of trust, trust deed, or other security Instrument, including one evidenced by electronic means authorized by law. (i) "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title ": The estate or interest described in Schedule A. (k) "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend If there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest In the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth In Section 5(a) of these Conditions, (II) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the 'event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. S. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained In section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of Its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in First American Title Insurance Company Form No. 1402.06 • ALTA Owner's Policy (6- 17 -06) Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as Insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in Its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (Ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company Is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, If requested by any authorized representative of the Company, the Insured Claimant shall grant Its permission, In writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, In the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath; produce any reasonably requested information, or grant permission to secure reasonably necessary Information from third parties as required In this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, Including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim Insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, • Policy Page 3 Policy Number: attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage. sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (1) the Amount of Insurance; or (ii) the difference between the value of the Title as Insured and the value of the Title subject to the risk Insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful In establishing the Title, as Insured, (i) the Amount of Insurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Tltle, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable.for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 30. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy, 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment.shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies In respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation Involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. First American Title Insurance Company Form No. 1402.06 • . Policy Page 4 ALTA Owner's Policy (6- 17 -06) Policy Number: (b) The Company's right of subrogation includes the rights of the Insured to Indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules'o. Except as provided in the Rules, there shall be no joinder or consolidatlon with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, If any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, It does not (I) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, In whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to Include that provision or such part held to be Invalid, but all other provisions shall remain In full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department. POLICY OF TITLE INSURANCE C3 A R J C ss s. First American Title Insurance Company Form No. 6 • • ALTA Ownerer''s s Policy (6- 17 -06) SCHEDULE A First American Title Insurance Company Name and Address of Title Insurance Company: First American Title Insurance Company 1 First American Way Santa Ana, CA 92707 File No.: 4008 - 4437345 Address Reference: Los Osos Valley Road, San Luis Obispo, CA Amount of Insurance: $42,500.00 Date of Policy: September 10, 2013 at 8:00 A.M. 1. Name of Insured: Policy No.: 4437345 Premium: $395.00 City of San Luis Obispo, a political subdivision of the State of California 2. The estate or interest in the Land that is insured by this policy is: A Fee Title is vested in: City of San Luis Obispo, a political subdivision of the State of California 4. The Land referred to in this policy is described as follows: Policy Page 5 Policy Number: Real property in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as follows: A parcel of land lying in the City of San Luis Obispo, County of San Luis Obispo, State of California, and being a portion of Parcel B, Parcel Map SLO -17 -57 as per Map recorded April 10, 1974 in Book 17, Page 57 of Parcel Maps in the office of the County Recorder of said County, and being more particularly described as follows: Beginning at the intersection of the easterly line of said Parcel B with the southerly line of that parcel as described in Exhibit "A" of that certain offer to dedicate as recorded in Volume 1827, Page 520 Official Records of the County Recorder of said County; Thence S37 028'24 "W 12.47' along the easterly line of said Parcel B to a point on the arc of a 1236.54' radius curve concave northerly; Thence westerly along the arc of said curve (from a tangent which bears N78 006'56 "W) a distance of 610.11' through a central angle of 28 116'11" and being subtended by a chord bearing and distance of N63 058'51 "W 603.94' to a point on the westerly line of said Parcel B; Thence N41 055'48 "E 24.65' along said westerly line to a point on the north line of said Parcel B; Thence S88 032'26 "E 93.62' along said north line to a point on the southerly line of that parcel as described in Exhibit "A" of that certain offer to dedicate as recorded in Volume 1827, Page 520 Official Records of the County Recorder of said County, said point being on the arc of a 899.97' radius curve concave northerly; Thence southeasterly along said southerly line on the arc of said curve (from a tangent which bears S41 041'40 "E) a distance of 524.36' through a central angle of 33 022'59" and being subtended by a chord bearing and distance of S58 023'09 "E 516.97' to the point of beginning. The Basis of bearings for this description is the California State Plane Coordinate System, First American Title Insurance Company Form No. 1402.06 • Policy Page 6 ALTA Owner's Policy (6- 17 -06) Policy Number: NAD83(92), Zone V. All distances are Grid distances. To convert to ground distances multiply by 1.00004032 APN: Ptn of 053 - 141 -013 and Ptn of 053 - 161 -014 First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6- 17 -06) File No. 4008 - 4437345 • SCHEDULE B • Policy No. 4437345 EXCEPTIONS FROM COVERAGE Policy Page 7 Policy Number: This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien, or right to a lien for services, labor or material not shown by the public records. Part Two: 1. General and special taxes and assessments for the fiscal year 2013 -2014, a lien not yet due or payable. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 3. A public easement for navigation and the incidents of navigation such as boating, fishing, swimming, hunting and other recreational uses in and under the San Luis Obispo Creek and including a public right of access to the water. (Affects Parcels 1 and 2) 4. An offer of dedication for public road, utility, sewer, drainage; and incidental purposes, recorded April 10, 1975 as Book 1827, Page 520 of Official Records. To: City of San Luis Obispo First American Title Insurance Company Form No. 1402.06 Policy Page 8 ALTA Owner's Policy (6- 17 -06) • Policy Number: The above referenced Offer of Dedication was accepted by the City of San Luis Obispo per Resolution No. 6565, recorded January 31, 1989 as Instrument No. 6244, Book 3263, Page 460 of Official Records. The terms and provisions contained in the document entitled Parcel Map SL 74 -115 recorded April 10, 1975 as Book 17, Page 57 of Parcel Maps. An easement for a right of way to lay, construct, maintain, operate, repair, renew, change the size of and remove one or more pipe lines, with metering, measuring, regulating and other equipment, for the transportation of gas, petroleum products and other substances, with the right of ingrss and egress; and incidental purposes, recorded August 10, 1983 as Instrument No. 37273, Book 2510, Page 972 of Official Records. In Favor of: Southern California Gas Company, a corporation Affects: a portion of said land An easement for highway slopes and incidental purposes, recorded December 9, 1985 as Instrument No. 71379, Book 2780, Page 334 of Official Records. In Favor of: State of California Affects: a portion of said land First American Title Insurance Company Form No. 1402.06 Policy Page 9 ALTA Owner's Policy (6- 17 -06) • Policy Number: First.American Title Privacy Information We Are Committed to Safeguarding Customer Information In order to better serve your needs now and In the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of Its source. First American calls these guidelines its Fair Information Values. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: • Information we receive from you on applications, forms and in other communications to us, whether In writing, In person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency. Use of Information We request Information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any Internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal Information listed above to one or more of our affiliated companies. Such affiliated companies Include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies Involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those Individuals and entitles who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and In accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Information Obtained Through Our Web Site First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the Information about you we receive on the Internet. In general, you can visit First American or Its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information Is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop Ideas to improve the content of our site. There are times, however, when we may need Information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal Information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile Information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above. Business Relationships First American Financial Corporation's site and Its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites. Cookies Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive. FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience. Fair Information Values Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy. Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize Its importance and contribution to our economy. Use We believe we should behave responsibly when we use information about a consumer In our business. We will obey the laws governing the collection, use and dissemination of data. Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct Inaccurate Information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections. Education We endeavor to educate the users of our products and services, our employees and others in our Industry about the importance of consumer privacy. We will instruct our employees on our fair Information values and on the responsible collection and use of data. We will encourage others in our Industry to collect and use information in a responsible manner. Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain. Form 50- PRIVACY (8/1/09) Page 1 of 1 Privacy Information (2001 -2010 First American Financial Corporation) First American Title Insurance Company