Deed of Trust with Assignment of Rents 1995-0451286 r • S
CERTIFIED ot' 2 (..orrect ; tt)r
order No. 984299 Contents of the ; ^al (1,1•;M:_:,
Recorded
Recorded IO 6 95-
File�To....19 q.r - O'i s i I& 6_.�_.
Offic',.' :? cord: California
WHEN RECORDED MAIL TO:
CIIICA(,o T1'12.. Y
Timothy E. Fields, Esq.
Schall, Boudreau & Gore, A.P.C.
501 West Broadway, Suite 800
San Diego, CA 92101
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(LONG FORM)
This DEED OF TRUST, made between the POWAY REDEVELOPMENT AGENCY, a public body corporate and
politic, herein called TRUSTOR, whose address is 13325 Civic Center Drive, Poway, California 92064;
CHICAGO TITLE INSURANCE COMPANY, herein called TRUSTEE, and POWAY LAND, INC., herein called
BENEFICIARY,
WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Poway,
County of San Diego, State of California, described as:
Lots 1 through 54 inclusive and Lots A through K inclusive, of CITY OF POWAY TRACT NO. 89-14, in the City of
Poway, County of San Diego, State of California, according to Map thereof No. 12944, filed in the Office of the
County Recorder of San Diego County, June 11, 1992.
together with rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and
conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the
Additional Payment Amount, with interest thereon according to the terms of a promissory note or notes of even date herewith
made to Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2) the performance of each agreement of
Trustor incorporated by reference or contained herein and (3) payment of additional sums and interest thereon which may
hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they
are secured by this Deed of Trust.
A. To protect the security of this Deed of Trust, Trustor agrees:
1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or
restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon
and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said
property or requiring any alterations or improvements to be made thereon, not to commit or permit waste thereof; not to
commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all
other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not
excluding the general.
2) To provide, maintain and deliver to Beneficiary. The amount collected under any fire or other insurance policy may
be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of
Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not
cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
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3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable
sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to
foreclose this Deed.
4) To pay; at least ten days before delinquency all taxes and assessments affecting said property, including
assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any
part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.
Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without
obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof,
may; make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof,
Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defeat any action
purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise
any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any
such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of
expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in
effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the
maximum allowed by law at the time when said statement is demanded.
B. It is mutually agreed:
1) That any aware in connection with any condemnation for public use of or injury to said property or any part thereof
is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner
and with the same effect as above provided for disposition of proceeds of fire or other insurance.
2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either
to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.
3) That at any time or from time to time, without liability therefor and without notice, upon written request of
Beneficiary and presentation of this Deed and said not for endorsement, and without affecting the personal liability of any
person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the
making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement
subordinating the lien or charge hereof.
4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender
of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may
choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals
in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such
reconveyance may be described as 'the person or persons legally entitled thereto".
5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority,
during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right,
prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder,
to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at
any time without notice, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the
adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part
thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and
apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any
indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said
property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any
default or notice of default hereunder or invalidate any act done pursuant to such notice.
6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement
hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written
declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property,
which notice shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all
documents evidencing expenditures secured hereby.
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After the lapse of such time as may then be required by law following the recordation of said notice of default, and
notice of said having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the
time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine,
at public auction to the highest bidder for case in lawful money of the United States, payable at time of sale. Trustee may
postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to
time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee
shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or
implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person,
including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.
After deducting all costs, fees and expenses of trustee and of this Trust, including costs of evidence of title in
connection with sale, Trustee shall apply to proceeds of sale to payment of: all sums expended under the terms hereof, not
then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured
hereby; and the remainder, if any, to the person or persons legally entitled thereto.
(7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by
instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument,
executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where
said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall,
without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument
must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book-and page where this Deed is
recorded and the name and address of the new Trustee.
8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees,
administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees,
of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires the
masculine gender includes the feminine and/or neuter, and the singular number includes the plural.
9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as
provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any
action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.
The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to him at
his address hereinbefore set forth.
TRUSTOR
POWAY REIDEVBOPMENT AGENCY, a public
body corporat nd politic
Pk`) t cutive Director
ATTEST:
ti 7U4 lam.
Agency Secretary
APPROVED AS TO FORM:
STRADLWG, YOCCA. CARLSON & RAUTN
a Professional Corporation
By: cz
Sp 'al Ag y Counsel
PUBL:3I 390 114241132345.00015 3
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ADDENDUM TO DEED OF TRUST
ITO BE INSERTED)
PUBL:31390_I14241B2345.00015
i i
FIRST ADDENDUM TO
DEED OF TRUST
This is the Addendum to that certain Deed of Trust With Assignment of Rents Dated
October 6, 1995 made by the Poway Redevelopment Agency, as borrower in favor of Chicago
Title Company as Trustee, and Poway Land, Inc., a California corporation, as beneficiary, and
contains additional provisions and agreements between the parties, as follows:
ARTICLE I
SECURITY AGREEMENT AND FIXTURE FILING
Pursuant to California Uniform Commercial Code ("UCC") Sections 9313 and 9402 as
amended and recodified from time to time, this Deed of Trust shall constitute a Security
Agreement and Fixture Filing ("Security Agreement"). Trustor is sometimes referred to herein
as "Borrower."
1. Description of Collateral. The collateral, as defined in this Security Agreement,
includes, without limitation, the following items and types of Collateral as well as certain other
items and types of collateral:
(a) All machinery, apparatus, equipment, fittings, fixtures and other personal
property of every kind and nature whatsoever owned by Trustor, or in which Trustor has or may
hereafter have or acquire an interest used in connection with the present or future operation and
occupancy of all or any part of the property, and all building equipment, materials and supplies
of any nature whatsoever owned by Trustor, or in which Trustor has or may hereafter have or
acquire an interest, now or hereafter located upon the property;
(b) All licenses, permits, franchises, authorizations and agreements (including
all applicable permits) now or hereafter obtained by Trustor from any governmental authorities
having jurisdiction over the operation, management or use of the property, the improvements,
the equipment or the intangible property and rights relating thereto.
(c) All of Trustor's right, title and interest in and to any and all moneys
deposited by Trustor or deposited on behalf of Trustor with any federal, state, city, county,
governmental agency, irrigation, sewer or water district or company, gas or electric company,
telephone company, other utility company and any other public or quasi-public body or agency,
for the installation, or to secure the installation of, any utility or public service or work
pertaining to the property;
(page 4 of 6)
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(d) To the extent not already described in sections (a) through (c) above, all
inventory of Trustor now owned and hereafter acquired and used in connection with the
property;
As used herein to qualify the scope of Beneficiary's security interest in any of the
collateral, the phrase "property" and/or "collateral" shall be used in its broadest and most
comprehensive sense and shall include without limitation property used or acquired (or to be
used or acquired) in connection with the improvement, development, construction or remodeling
of any or all of the Haley Ranch Mobile Home project.
2. Relation of Fixture Filing To Deed of Trust. Some or all of the collateral
described above may be or become a fixture in which Beneficiary has a security interest under
the aforementioned Security Agreement. However, nothing herein shall be deemed to create any
lien or interest in favor of the Trustee under this Deed of Trust in any such Collateral which is
not a fixture, and the purpose of this Deed of Trust is to create a fixture filing under UCC
Section 9313. The rights, remedies and interests of Beneficiary under this Deed of Trust are
independent and cumulative, and there shall be no merger of any lien hereunder with any
security interest. Beneficiary may elect to exercise or enforce any of its rights, remedies, or
interests under this Deed of Trust as Beneficiary may from time to time deem appropriate.
3. Limitations. Except as otherwise clearly and expressly provided herein (i)
Beneficiary has not consented to any other security interest of any other person in any fixtures
and has not disclaimed any interest in any fixtures; and (ii) Beneficiary has not agreed or
consented to the removal of any fixtures from the Mortgaged Property, and any such consent
by Trustor shall not be binding on Beneficiary.
4. Security Agreement. This Deed of Trust constitutes both a real property deed of
trust and a "security agreement", within the meaning of the UCC, and the property includes both
real and personal property and all other rights and interest, whether tangible or intangible in
nature, of Trustor in the property. Trustor by executing and delivering this Deed of Trust has
granted to the Trustee for the benefit of the Beneficiary, as security for the obligations secured
hereunder, a security interest in the personal property. If Trustor defaults, the Trustee, in
addition to any other rights and remedies which it may have, shall have and may exercise
immediately and without demand, any and all rights and remedies granted to a secured party
upon default under the UCC, including, without limiting the generality of the foregoing, the
right to take possession of such personal property or any part thereof, and to take such other
measures as the Trustee may deem necessary for the care, protection and preservation of such
personal property.
(page 5 of 6)
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5. Further Assurances. If the Beneficiary shall request that the Trustor execute
an instrument or document (including any security agreement, financing statement, continuation
statement, certificate of title or estoppel certificate relating to the Note, stating the interest and
changes then due and any known defaults) that is necessary or advisable so that the Beneficiary
and any other holders of the Note may obtain the full benefit of the lien intended to be created
hereby and rights and powers granted herein, and if it shall provide the Trustor with such
instrument or document, the Trustor shall promptly execute and deliver such instrument or
document.
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(page 6 of 6)
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STATE OF CALIFORNI }ss
COUNTY( OF
NT
On ` C.TQR E (n 19 _� before me,
n C?H u L). l TC }-1 , personally appeared
personally known to me ( or 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/soler executed the same in his/hem/444U authorized
capacity(., and that by hisilm4sitafr signature on on the instrument the personor the entity upon behalf of which the
person(() acted, executed the instrument.
WITNESS my hand and official seal. CHARl011E M.COLLIfyS
COMM.i)025770
Signaturtic tw NotaryQr ;c—California
SAN . :0 COUNTY
`• k.ti•awns. es MAY 8.199
(This area for official notarial seal) ...���•••����
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