Leasehold Deed of Trust with Assignment of Rents 2006-0116911
\.\
RECORDED AT
CHICAGO ,nilE ~~,REQUEST OF
DOC # 2006-0116911
1111111111111111111111111111111111111111111111111111111111111111111111
WHEN RECORDED PLEASE MAIL TO:
County of San;Diego
Department of Housing and
~ Community Development
\ 3989 Ruffin Road
San Diego, CA 92123-1890
\~ Attn: Community Development Division
\ \Y ' 2006-0116911
1d~ (Space above this line for Rec~raerTuser-- --- -'"
\ ~ COUNTY OF SAN DIEGO
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
7892
FEB 17, 2006 11 :34 AM
OFFICIAL RECOROS
SAil DIEGO COUNTY RECORDER'S OFFICE
GREGORY J. SMITH, COUIITY RECORDER
FEES: 000 WAYS: 2
PAGES: 15 DA: 1
11111111111I111111111111111 Dill 011I Dill 1111I Dill 011111I1111111 DII' DIIIOI
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LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS
This Leasehold Deed of Trust is made this 14th day of February, 2006, by Communitv
Road Housing Associates, L:P.. a California Limited Partnership {Borrower), whose business
address is 1820 S, Escondido Blvd.. Suite 101. Escondido.California 92025, to Chicago Title
Company (Trustee), whose business address is 2365 Northslde Drive. Suite 500. San Diego.
California, 92108, in favor oftheCountv of San Diego Department of Housing and Communitv
Development (Department), whose principal office is at 3989 Ruffin Road, San Diego,
California 92123-1890,
THE LIEN OF THIS LEASEHOLD DEED OF TRUST IS SECOND AND SUBSEQUENT
TO A DEED OF TRUST IN FAVOR OF UNION BANK OF CALIFORNIA, N.A., BEING
FILED CONCURRENTL YHEREWlTH.
I. BORROWER HEREBY IRREVOCABLY GRANTS, TRANSFERS AND
ASSIGNS to Trustee in trust, with power of sale and right of entry and possession, all of
Borrower's rights, title and interest now held or hereafter acquired ih'and to the following: (a) all
,of that certain real property located in the County of San Diego, State of California, described in
;, Attachment A, which is hereby incorporated by reference; and (b) all buildings and
improvements now or hereafter 'erected thereon, and all appurtenances, easements, and,articles of
property now or hereafter affixed to, placed upon or used in connection with the property and
owned by Borrower or in which Borrower has an interest, together with all additions to,
substitutions for, changes in or replacements of the whole or any part of said articles of property,
All of such real and personal property are sometimes referred to as the "Property" and are,hereby
-pledged and assigned, transferred, and set over unto Trustee, and for purposes of this Leasehold
. Deed of Trust declared to be part of the realty,
2, BORROWER HEREBY ABSOLUTELY, UNCONDITIONALLY AND
IRREVOCABLY ASSIGNS to the Department, subject to the rights of any senior lender, all
rents, royalties, issues, accounts and profits of or relating to the Property and all of Borrower's
interest under all leases, subleases, rental agreements and other contracts and occupancy
Deed ofTrusl - Solam
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agreements relating to Ihe use and possession of the Property, for the purposes and upon the
terms and conditions hereinafter sel forth. This assignment is absolute, primary and direct and is
not intended to be a separate or secondary plcdge, or other form of additional security, and no
further act or step is or shall be required of Department to perfect this assignment.
Notwithstanding the foregoing, the Department confers upon the Borrower a license to collect
and retain the rents, issues and profits of the Property as they become due and payable unless an
event of default occurs, upon the occurrence of which said license shall be automatically
revoked, This assignment shall not impose upon Department any duty to cause the Property to
produce rents nor shall the Department be deemed to be a mortgagee in possession by reason
thereof for any purpose,
3, THE ABOVE GRANT, TRANSFER, AND ASSIGNMENT IS FOR THE PURPOSE
OF SECURING:
(a) Payment of Borrower's indebtedness evidenced by a promissory note (Note) of
even date herewith in the principal amount of $1.000,000,00 (the "loan"), together with interest
on such indebtedness according to the terms of such Note, and any and all amendments,
modifications, extensions or renewals of the Note and the indebtedness and all other sums
becoming due and payable to the Department, or Trustee, pursuant to the terms of this leasehold
Deed of Trust;
(b) Payment of such additional indebtedness, when evidenced by a promissory note
or notes reciting the same to be secured by this leasehold Deed of Trust, together with interest,
as the Department may advance to Borrower, or its successor in intercst, from time to time and
payment or performance of such other obligations as the then record owner of the Property may
agree to payor perform when, evidenced by a promissory note or other instrument or agreement
reciting that it is secured hereby; and
(c) Performance and ,observance of all of the terms, covenants and conditions to be
performed or observed by Borrower under the Regulatory Agreement, the Development
Agreement, the Promissory Note, the Leasehold Deed of Trust, the Security Agreement, the
Financing Statement, and other instruments required and/or reFerenced by those agreements
(collectively referred to as the "Loan Documents"), which are incorporated herein and made part
of this Leasehold Deed of Trust.
4, TO PROTECT THE SECURITY OF THIS LEASEHOLD DEED OF
TRUST, BORROWER AGREES:
4.1 Maintenance of the Prooertv, (a) To keep the Property in a decent, safe, sanitary,
and tenantable condition and repair and permit no waste thereoF; (b) not to commit or sufFer to be
done or exist on or about the Property any condition causing the Property to become less
valuable; (c) not to construct any buildings and improvements on the Property, other than the
buildings and improvements now or hereinafter located on the Property and which are listed in
the Development Agreement without the Department's prior written consent; (d) to rebuild
promptly any buildings or improvements on the Property that may become damaged or be
destroyed while subject to the lien of this Leasehold Deed of Trust; (e) to comply with all
applicable laws or governmental regulations affecting the Property or requiring any alteration or
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improvement thereof, and not to suffer or permit any violations of any such laws, ordinances or
governmental regulations, nor of any covenant, condition or restriction affecting the Property; (I)
not to initiate or acquiesce in any change in any zoning or other land use or legal classification
which affects any of the Property without the Department's prior written consent; and (g) not to
alter the use of all or any part of the Property without the prior written consent of the
Department.
4.2 Insurance, Borrower shall comply with the insurance requirements set forth in the
Regulatory Agreement.
4.3 Payment of Taxes and Utility Charges, Borrowers shall pay, at least ten (10) days
prior to delinquency, all taxes and assessments, both general and special, fines, penalties, levies
and charges of every type or nature levied upon or assessed against any part of the Property or
upon Trustee's or the Department's interest in the Property, subject to rights to challenge such
charges in good faith,
4.4 Escrow Deposits, Upon an Event of Default, at Department's option and upon its
demand, Borrower shall pay to Department on the day upon which installments of interest and/or
principal are due under the Note, such amounts as Department from time to time estimates as
necessary to create and maintain a fund (the "Fund") from which to pay, before the same become
due, the next maturing taxes, assessments, levies, charges and insurance premiums on or against
the Property, Any excess accumulated in the Fund over the amount required for such purposes
shall be held for future use or applied to any indebtedness or obligation hereby secured, or
refunded to Borrower, at the Department's option. Borrower shall make up any deficiency on
written demand of Department. Department shall place the amounts in the Fund in an interest
bearing account and shall credit the interest earned on such amounts to the Fund semiannually
provided that upon the Fund's termination, any interest amount due shall not be payable sooner
than six months from the date of the last payment credited to the Fund, Amounts in the Fund
shall be released to Borrower for application to or shall be applied by Department to payment of
such taxes, assessments, levies, charges and insurance premiums, even though subsequent
owners of the Property may benefit thereby, provided, however, that in the event of any default
under this Leasehold Deed of Trust, all or any part of the Fund may be applied to any
indebtedness or obligation hereby secured in such order and manner as Department may
determine at its option,
Borrower agrees that any conveyance of its interest in the Property shall have the effect
of transferring to the grantee of said conveyance all of Borrower's interest in and all its rights to
the Fund without further act on the part of Borrower, and that in refunding all or any part of the
Fund, Department may deal with whoever is represented to be the owner of the Property, The
collection by Department, pursuant to the terms of this paragraph, of monthly installments to
cover taxes, assessments, levies, charges and insurance premiums may be suspended or
terminated by Department at any time upon written notice sent to the owners of the Property,
such collection being solely for the added protection and benefit of Department and entailing no
responsibility on Department other than to apply sums actually received by it and to pay interest
on sums held by it as provided in the Leasehold Deed of Trust.
Deed ofTrusl- Solarn
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7895
4,5 PavmcnLand Discharge of Liens, Borrower will pay, when due, all claims of
every kind and nature which might or could become a lien on the Property or any part thereof of
any kind or nature other than this Leasehold Deed of Trust except for the following: (a) liens for
taxes and assessments which are not delinquent although by law are given the status ofa lien and
(b) such of the above Claims as are, and only during the time they arc, being contested by
Borrower in good faith and by appropriate legal proceedings, Borrower shall post security for
the payment of these contested claims as may be requested by Department.
4,6 Rights of Department to Remedy Defaults, If Borrower defaults in payment of
any tax, assessment, lien, claim, insurance premium, Or any other proper charge in whole or in
part, or defaults in Ihe perfonnance of any of the Loan Documents, Department at any time, with
or without notice or demand upon Borrower, may make such payments or perfonn any such acts
required of Borrower, to such extent and in any fonn or manner deemed expedient by
Department and pay any other sums, expenses and charges, including attorneys' fees, necessary
to protect the Property and the lien of this Leasehold Deed of Trust, without incurring any
obligation to do so or releasing 'Borrower from any obligations and without waiving or curing
any default. Department shall be the sole judge of the validity, priority, and amount of any such
tax, assessment, lien, premium, claim or charge so paid by it and the necessity for the
perfonnance by Department of any such obligation which Borrower was required but failed to
perfonn, Department, at its option, shall be subrogated to any iax, assessment, lien, premium,
claim or charge which it has paid under these provisions and any such subrogation rights shall be
additional and cumulative security to those set forth in the Loan Documents,
4,7 Repayment to Department. Upon Department's payment of any tax, assessment,
lien, claim, inSUrdIlCe premium or other charge which Borrower fails to payor upon
DepartmenCs perfonnance of any obligation which Borrower fails to perfonn, all as set forth in
paragraph 4,6 above, the amount so paid or the cost of perfonning any such obligation, together
with other sums paid or incurred by Department, including charges, expenses and attorneys' fees
thereon from date of payment at the rate of eight percent (8%) per annum, shall be paid by
Borrower to Department upon written demand, The aggregate of all such amounts, including
interest, shall be secured by the lien of this Leasehold Deed of Trust.
4,8 Defense of Actions and Payment of Costs, Borrower will appear in and defend all
actions and proceedings purporting to affect the Property or any right or powcr of Department or
Trustee hereunder, provided that Department and Trustee, or either of them, may appear in and
defcnd any such action or proceeding and Department is authorizcd to pay, purchase or
compromise on behalf of Borrower any lien or claim which in its judgment appears to or
purports to affect the security of or to be superior to this Lcasehold Deed of Trust. Borrower will
pay on demand all sums so expended and all charges, expenses and attorneys' fees incurred, with
interest. from the datc of expenditure at eight pcrcent (8%) per annum, Borrower shall give
Department prompt written notice in writing of (a) the asscrtion of any claim, (b) the filing of an
action or procceding, (c) the occurrence of any damagc to any of the Property, (d) any
condemnation and (e) any other material non-monetary default.
5, IT IS MUTUALLY AGREED THAT:
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5,1 Awards and Damages, All judgments, awards of damages, settlements and
compensation made,in connection with or in lieu of (a) taking of all or any part of or any interest
in the Property by or under assertion of the power of eminent domain, (b) any other injury or
damage to all or any part of thc Property, are hereby assigned to and shall be paid to Department.
Department is authorized and empowered (but not required) to collect and receive any such sums
and to apply them in whole or in part upon any indebtedness or obligation secured hereby, and
entitled to settle and adjust all claims under insurance policies provided undcr this Leasehold
Deed of Trust and may deduct and retain from thc proceeds of such insurance the amount of all
expenses incurred by it in connection with any such settlement or adjustment. Allor any part of
the amounts so collected and recovered by Department may be released to Borrower upon such
conditions as Department may impose for its disposition, Application of all or any part of the
amounts collected and received by Department or the release thereof shall not cure or waive any
default undcr this Lcasehold Deed of Trust.
5,2 Sales and Encumbrances Prohibited, Except as set forth in the Development
Agreement, without prior consent of the Department, Borrower shall not make any sale,
assignment or conveyance, or transfer in any other form, nor shall Borrowcr make any further
pledge, encumbrance, mortgaging, or refinancing of the Property, or any part thereof or of any of
its interest therein, other than in accordance with the terms of the Loan Documents, Borrower
shall not assign, sell, transfer or convey any interest in the Borrower, the Property, or the Project,
including, without limitation, any general partnership interest in the Borrower, without the
Department's orior, written consent. Borrower shall promptly noti fy the Department of such
transfers and shall provide the Department with any documents respecting such transfer as the
Dcpartment may reasonably request. Exercise of purchase option in Partnership Agreement by
General Partner shall not be deemed a transfer of interest and will not violate this Section 5,2,
The General Partner may be removed by the Limited Partner pursuant to the terms of the
Partnership Agreement provided that the replacement General Partner is acceptable to the
Department. Notwithstanding the above, all rights of the Department pursuant to this section 5,2
shall be subjcct to the rights of senior lien holders, Notwithstanding the foregoing, unless the
Departmenl, Borrower and its limited partner otherwise agree in writing, so long as there is (i) no
uncured monetary default or (ii) no uncured non-monetary default which is not caused by the
casualty or condemnation event giving rise to such proceeds, any proceeds received from the
insurance policies with respect to the ProPCrty and any proceeds received from any governmental
agency due to a partial or complete condemnation of the Property shall be applied as follows: (a)
if Borrower so elects, then any insurancc proceeds arising from a casualty event shall be applied
10 rcstore. repair or rebuild the damage to the Property caused by such casualty; (b) if the
Property is subject to a partial condemnation or taking and Borrower so elects, then the proceeds
received therefrom shall be applied to restore the Property taken, provided Borrower determines
that such restoration is economically feasible and no default exists undcr the Loan Documents
following the expiration of all applicable cure periods; and (c) if the Property is subject to a total
condemnation, or if Borrower determines that restoration of the Property is not feasible
following a partial condemnation, then the proceeds from any condemnation award or claim for
damages shall be used first to repay the Loan, with the excess, if any, paid to Borrower.
Notwithstanding the foregoing, the exercise by the General Partner of the Borrower of its option
to purchase the property shall not violate this Section 5.2,
Deed ofTruSI- Solara
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5.3 Sale or Forbearance, No sale of Ihe Property, forbearance on the part of
Department or extension of the time for payment of the indebtedness hereby secured shall
operate to release, discharge, waive, modify, change or affect the liability of Borrowcr either in
whole or in part,
5,4 Late Payment. Department's acceptance of late payment of any sum shall not
constitute a waiver of its rights to require prompt payment when due of all other indebtedness, or
to declare a default for any failure so to pay, or to proceed with foreclosure or sale for any other
default then existing, Department's acceptance of partial payment of any sum after default shall
not cure sueh default or affect any notice of default unless such notice of default is expressly
revoked in writing by Department.
5,5 Department's Right to Release, Without affecting the liability of any person for
payment of any indebtedness hereby secured (other than any person released pursuant hereto),
including without limitation, anyone or more endorsers or guarantors, and without affecting the
lien hereof upon any of the Property not released pursuant hereto, at any time and from time to
time without notice:
(a) Department may, at its sole discretion, (i) release any person now or hereafter liable
for payment of any or all such indebtedness, (ii) extend the time for or agree to alter the terms of
payment of any or all of such indebtedness, and (iji) release or accept additional security for such
indebtedness, or subordinate the lien or charge hereof; and
(b) Trustee, acting pursuant to the written request of Department, may reconvey all or any
part of the Property, consent to the making of any map or plat thereof, join in granting any
easement thereon, or join in any such agreement of extension or subordination,
5,6 Reconveyance, Upon written request of Department Slating that all sums and
obligations secured hereby have been discharged, or otherwise as requested in writing by
Department, and upon surrender of this Leasehold Deed of Trust and Ihe Note and any additional
loan notes to Trustee for cancellation, and upon payment to Trustee of its fees and expense,
Trustee shall reconvey, without warranty, the Property or that part thereof then held hereunder.
The recitals in any reconveyance shall be conclusive proof of their truthfulness and the grantee in
any such reconveyance may be described "as thc person or persons legally entitlcd thereto,"
When the Property has been fully reconveyed, thc last such reconveyance shall operate as a
reassignment of all of thc rents, royalties, issucs, accounts and profits of the Property to the
person or persons legally entitled thereto unless such reconveyance expressly provides to the
contrary,
5,7 Events of Default.
(a) Event of Dcfault Defined, Anyone or more of the following events shall constitute a
default under this Leasehold Deed of Trust: (I) failure of the Borrower to pay the indebtedness
secured hereby or any installment thereof, whether principal or interest, payable, whether at
maturity or by acceleration or otherwise; or (2) failure of Borrower to observe or to perform any
covenant and/or condition to be observed or performed by Borrower pursuant to the Loan
Documents,
Deed orTrusl- Solara
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(b) Notice of Default. In the event of any material breach of this Agreement, Department
shall give written notice to Borrower or Borrower's Agent of breach by specifying: (a) the nalurc
of the event or defiCiency giving rise to the brcach; (b) 'the action required to cure thc deficiency,
if an action to cure is possible; (c) a date, which shall not be less than thirty (30) calendar days
from the mailing of the notice, by which such action to cure must be accomplished (or if such
breach is not rcasonably susceptible to cure within such a thirty (30) day period, then within such
additional time as is reasonably necessary to cure such failure, provided that Borrower has
commenced cure within the initial (30) day period and diligently pursues cure to completion), A
copy of any notice of breach or default under this Agreement or any of the other Loan
Documents given to thc Borrower or Borrower's Agent by the County shall be dclivered to
Borrower's limited partner at the following address as and when such notice is given to the
Borrower or Borrower's Agent:
NEF Assignment Corporation
c/o National Equity Fund, lnc,
120 S, Riverside Plaza, 15th Floor
Chicago, Illinois 60606
Attention: General Counsel
Notwithstanding anything to the contrary contain cd in any of the Loan Documents, the
Borrower's limited partner shall have the right, but not the obligation, to cure defaults of the
Borrower as set forth in this Section 5,7, The County agrees that the Borrower shall not be
considered to be in default or breach until the expiration of all notice and cure periods provided
to the Borrower and its limited partner.
(c) Remedies, After the expiration of all applicable notice and cure periods, the
Department may, without further notice, declare in writing a default effectivc on the date of such
declaration of default, Department's obligation to disburse Loan proceeds to Borrower shall
terminate. Upon any such declaration of default, the Department may apply to any court, state or
federal, for specific performance, for the appointment of a receiver to take over and operate the
Project in accordance with the terms of the Loan Documents, or for such other relief as may be
appropriate, it being agreed by the Borrower that the injury to the Department arising from a
default under any of the terms of the Loan Documents would be irreparable and that it would be
extremely difficult 10 ascertain the amount of compensation of the Department which afford
adequate relief in light of the purposes and policies of the Project.
5,8 Acceleration and Sale,
(a) Acceleration, In the event of any default as set forth in paragraph 5,7,
Department, without demand on Borrower, may declare all sums hereby secured immediately
due and payable by notice thereof to the Borrower or by executing and recording or by causing
the Trustee to execute and record a notice of default and election to cause the Property to be sold
to satisfy the obligations secured hereby, or by the commencement of an appropriate action to
foreclose this Leasehold Deed of Trust or by any other appropriate manner.
Deed of Trust - $olara
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(b) ForeClosure Procedure, Whenever a notice of default and intent to sell is
issued pursuant to Civil Code Section 2924, the Department will follow the notice and hearing
procedures established in 25 C.C,R, 9 7938 in addition to other applicable provisions of law,
Department agrees to comply with the provisions in Section 42 (h) (6) (E) (ii) of the Internal
Revenue Code of 1989,
5,9 Entrv Possession and ReceivershlD, In the event of any default hereunder and
irrespective of whether Department accelerates the maturity of all indebtedness secured hereby
or 'liIesa notice of default hereunder, Department at any timc, without notice of demand or
regard to the adequacy of any security for the indebtedness and obligations hereby secured, in
person, or by any agent or employee, or by receiver appointed by court, may enter upon and take
the possession of the Property or any part thereof and including the right to rent, lease, operate
and maintain any part or all of the Property, and may sue for or otherwise collect and receive all
rents, royalties, issues, accounts and profits thereof, including these past due as well as those
accruing thereafter. Borrower hereby presently assigns to Department, absolutely and regardless
of possession of the Property, all rents and other monies now due or hereafter to become due
under any lease or agreement or otherwise for the use of occupation of all or any part of the
Property, now existing or hereafter made, reserving to Borrower such rents as they become due,
but not otherwise, Borrower shall on demand execute such further assignments to Department of
any or all such leases, agreements, rents or monies as the Department may require, and deliver to
Department a fully executed original of any or all such leases or agreements, Department by any
agent, employee or receiver, may also take possession of, and for these purposes use, any and all
of Borrower's personal property contained in or on the Property and used by Borrower in the
operation, rental or leasing thereof or any part thereof. The expense (including, but not limited
to, receivers' fees, attorneys' fees and agents' compensation) incurred by Department pursuant to
the power herein contained shall be secured hereby. Department may bring or defend any legal
action in connection with the Property, as it may deem proper, and may, from time to time, make
all necessary or proper repairs, replacements and alterations to the Property, as it may seem
judicious. and may insure and reinsure the same, and may lease the property or any part or parts
thereof in such parcels and for such periods and on such terms as it may seem fit, including
leases for terms and for terms expiring after the maturity of the indebtedness hereby secured, and
may terminate any lease for any case which would entitle Borrower to terminate it. After
deducting the expenses of managing and operating the same and all maintenance, repairs,
replacements and alterations and all payments which may be made for taxes, assessments, liens,
claims, insurance premiums, or other proper charges of the Property or any part and for agents
employed by Department to manage and operate the Property, Department may apply any and all
remaining funds to the payments of the indebtedness hereby secured in such order and proportion
as Department may determine,
Neither application of said amounts to such indebtedness nor any other action taken by
Department under this paragraph shall cure or waive any default hereunder or nullify the affect
of any such notice of default or invalidate any act done pursuant to such notice or any cause of
action to foreclose this Leasehold Deed of Trust. The right to enter and take possession of the
Property, to manage and operate the same, and to collcct the rents, issues and profits thereof,
whethcr by a receiver or otherwise, shall be in addition to any other right 10 remedy hcrcunder or
afforded by law, and may be exercised concurrently therewith or independently thereof.
Department shall be liable to account only for such rents, royalties, issues, accounts and profits
Deed of Trust- Solnra
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actually received by it. Notwithstanding the above, all rights of the Department pursuant to this
section 5,9 shall be subject to therights of the senior lien holders,
5,10 Attorneys' Fees, If Trustee or Department shall be made parties to or shall
intervene in any action or proceeding affecting the Property or the title thereto or the interest of
Trustee or Department under this Leasehold Deed of Trust, or if Department employs an attorney
(including the Attorney General of the State of California) to collect any or all of the
indebtedness hereby secured ur to foreclose this Leasehold Deed of Trust. or authorizes Trustee
to act on its behalf, Department shall be reimbursed by Borrower, immediatcly and without
demand, for all reasonable costs, chargcs and attorneys' fees incurred by them or either of them
in any such case whether or not a suit be commenced, and the same, together with interest
thereon from the date of paymcnt at the rate of eight percent (8%) per annum, shall be secured
hereby as provided in paragraph 4,7,
5,11 Exercise of Remedies: Delav, No exercise of any right or remedy hcrein
contained or provided by law, and no dclay by Department or Trustee in exercising any such
right or remedy hereunder shall operate as a waiver thereof or preclude the exercise thereof
during the continuance of any default hereunder.
5,12 Trustee Substitution, The irrevocable power to appoint a substitute trustee or
trustees hereunder is hereby expressly granted to Department to be exercised at any time
hereafter, without specifying any reason thercfore by filing for record in the office where this
Leasehold Deed of Trust is recorded a deed of appointment, and said power of appointment of
successor trustee or trustees may be exercised as often as and whenever Department dcems
advisable, The exercise of said power of appointment, no matter how often, shall not be deemed
an exhaustion thereof, and upon recording of such deed or deeds of appointment, the trustee or
trustees so appointed shall thereupon, without further act or deed of conveyance, succeed to and
become fully vested with identically the same title and estate in and to the Property hereby
conveyed and with all the rights, powers, trusts and duties of the predecessor in the trust
hereunder, with the like effect as if originally named as trustee or as one of the trustees,
5,13 Remedies Cumulative, No remedy herein contained or conferred upon
Department or Trustee is intended to be exclusive of any other remedy or remedies afforded by
law or by the terms hereof to the Department or Trustee but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity,
5,14 Successors, Assigns, Gender, Number, The covenants and agreements hercin
contained shall bind, and the benefit and advantages shall inure to, the respective heirs,
executors, administrators, successors and assigns of the parties, Wherever used, Ihe singular
number shall include the plural, and the plural the singular, and thc use of any gender shall be
applicable to all genders,
5,15 Headings, The headings are inserted only for convenience of reference and in no
way define, limit, or describe the scope or intent of this Leasehold Deed of Trust, or of any
particular provision thereof, or the proper construction thereof.
Deed ofTnJSl- Solam
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5,16 Aclions on Behalf of Department. Except as is otherwise specifically provided
herein, whenever any approval, notice, direction, consent, request or other action by Department
is required or perl11itted under this Leasehold Deed of Trust, such action shall be in writing,
5,17 Obligations of Borrower, If more than Dne person has executed this Leasehold
Deed of Trust as BorrDwer, the obligations of all such persons hereunder shall be jDint and
several.
5,18
Miscellaneous, Provi siDns,
costs incurred
Section 2943,
(a) BeneficiaryStatement. Department may require reimbursement for actual
in preparing and furnishing any statement required by California Civil Code
(b) Severabilitv, If any provision of this Leasehold Deed of Trust shall be
invalid, illegal or unenforceable, the validity, lcgalily and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired.
(c) Indemnification, Borrower will indemnify and hold the County of San
Diego (County), its officers and agents (collectively referred to as "County Parties") harmless
against any and all losses, claims, demands, penalties and liabilities which County Parties may
sustain or suffer by reason of anything done or omitted in good faith pursuant to or in connection
with this Deed or Trust and no! assert any claim against County Parties by reaSDn of any action
SD taken or omitted, Borrower shall, at Borrower's expense, defend, indemnify, save and hold
expenses, damages (general, punitive or othcrwise), causes of actiDn (whether legal or equitable
in nature) asserted by any person,finn, corporation or other entity arising out of this Leasehold
Deed of Trust and Borrower shall pay County upDn demand all claims, judgments, damages,
losses or expenses (including reasonable legal expense) incurred by Department as a result of
any legal action arising Dut of this Leasehold Deed of Trust. Borrower shall indemnify and hold
harmless County Parties as set forth herein regardless of the existence or degree of fault or
negligence, whether active or passive, primary or secondary, on the part of the County or the
Borrower or their respective agents, officers, emplDyees, contractors or subcontractors provided,
however, that Borrower's duty to indemnify and hold harmless hereunder shall not extend tD
liability arising from sole negligence or willful misconduct of the County,
(d) Offset. Borrower shall not under any circumstances fail or delay to
perform (or resist the enforcement of) any of its obligations to Department in connection with
this Leasehold Deed of Trust or any other contract, note or instrument exccuted by Borrower in
favor of Department because of any indebtedness or obligation Df Department which has not
been confirmed in a final judgment of a court of competent jurisdiction (sustained on appeal, if
any) against Department, and Borrower hereby waives any such rights of set-off (or offset)
which it might otherwise have with respect to any such claims or causes of action against
Department or any such obligations or indebtedness of Department, unless and until such right of
set-off (or offset) is confirmed and liquidated by such final judgment. Borrower further waives
any right which it might otherwise have (if any) to require a marshaling of any security of the
Department or to direct the,order in which Department pursues its rights or remedies with respect
to any of its security,
Deed orTrusl- Solara
10
7902
(e) If low-income housing lax credits tinder the provisions of Sections 17058
and 23610,5 ofthe Revenue and Taxation Code of the State of California and under Section 42
of the Internal Revenue Code of 1986, as amended (the "Code"), are allocated to the Property,
then the Property will be subject to certain requirements of Section 42 of the Code, Department
acknowledges the provisions of S,ection 42 of the Code and agrees to comply with the Code as
required,
Deed of Trust - Solllra
11
7903
(e) If low-income housing tax credits under the provisions of Sections 17058
and 2361 0,5 of tlie Revenue and Taxation Code of the State of California and under Section 42
of the Internal Revenue Code of 1986, as amended (the "Code"), are allocatcd to the Property,
then the Property will be subject (0 certain requirements of Section 42 of the Code: Department
acknowledges the provisions of Section 42 of the Code and agrees to comply with the Code as
required,
IN WITNESS WHEREOF, Borrower has executed this Leasehold Deed of Trust on
the day and year set forth above, If mailing addrcsses are set forth bclow thc Borrower and
Beneficiary shall bc decmed to have requested that a copy of any noticc of default and of any
noticc of sale hcreunder be mailed to such addresses,
MAILING ADDRESSES FOR NOTICES
To Borrower:
To Department:
Community Road Housing Associates, LP
A California Limited Partnership
1820 S, Escondido Blvd" Suite 101
Escondido, California 92025
County of San Diego
Department of Housing &
Community Development
3989 Ruffin Road
San Diego. CA 92123
Community Road Housing Associates, LP
A California Limited Partnership
By: Community Housing Works, a
California nonprofit public bene
corporation,
its G ral Partner
~
County of San Diego
Department of Housing &
Community Devcloprnent
BY:~~
B :
Name: Susan M, Revnolds
Name: Catherine Trout Lichtennan
Its:
President and CEO
Its:
Director
Deed of Trust - Solara
'\PPR~VEf> t\~ ";'J.;:0m,~ .~~:'~J LEGt.uIi
:OtE1TY :~C~':':;:=..t. " .
[' 'K)~~ I
. ~'_-'~~~:i2i'ca;Q'fl1 . 1-(11(D~
11
?nfe6 I ~ ,;wJt?r;" " before me, ,IJde /; ,., <? &/1/ ;?;C' Z- Notary Public
mand for said County and State, personally appeared ~v~A~~, (l,p ~ M III S
[] personally known to me - OR- [..fjiroved to me on the basis of satisfactory evidence to be the
person"W whose nameJs1 is/~ subscribed 10 the
withihinstrument and acknowledged to me that
)elsh~~ executed the same in)i'slher/t]:leif
authorized capacityys), and that by ~iher/tjl0ir
signature,.(81 on the instrument theperso~), or the
entity upon behaJfofwhich the personsW"acted,
executed the instrument.
STATE OF CALIFORNIA } SS
COUNTY OF SANDIEGO I
WITNESS my hand and seal.
,O~v fi2rt~
/ ~ATUREOFNOTARY ~
7904
FOR, NOTARY SEAL OR STAMP
~&- - - - - -- - -
AOEUNA ENl!IQlJEZ
$,@"commlso.Ion#1548691 f
! ' Nofaty PublIc - CalIlomIa f
~ San DIego County ~
_ _.~.'~~m:...~_~_2~2_
STATE OF CALIFORNIA } SS
COUNTY OF SAN DIEGO } ~ ~
FEB11i 2Offi, ,
On , before m ,a ublic
'~O'~;dCo"",YMd S.". ",=".IY'P"''''~ -- f~~
[ personally known to me - OR- U proved to me on the basis of satisfactory evidence to be the \
person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that
he/she/they executed the same in hislher/their
authorizegcapaeity(ies), and that by hisiher/their
signature(s) on the instrument the person(s), or the
entity upon behalfofwhich the persons(s) acted,
executed the instrument.
WlTNESSmy hand and seal.
FOR NOTARY SEAL OR STAMP
.'
i
-------------J
DARREN lIMN NfAl.
J@..com_"152645.
$ Nototy p. UbIIe., , COllfomto . ~
!, San DIego Counl'( t
1_ _ _ ~~~~_~1:2~
-,'
"
7905
REQUEST FOR RECONVEYANCE
To be used only when note has been paid
TO: Chicago Title Company, Trustee:
The undersigned is the legal owner and holder ofall indebtedness secured by the
within Leasehold Deed of Trust. When all sums secured by said Leasehold Deed of Trusl
have been fully paid and satisfied, you are hereby requested and directed, on payment to
you or any sums owing to you under the terms of said Leasehold Deed of Trust, to cancel
all evidences of indebtedness secured by said Leasehold Deed of Trust, delivered to you
herewith together with said, Leasehold Deed of Trust, and lO reconvey, without warranty,
to the parties designated by the terms of said Leasehold Deed of Trust, the estate now
held by you under the same,
By:
, DIRECTOR
Mail Reconveyance to:
Department of Housing and Community Development
3989 Ruffin Road
San Diego. CA, 92 I 23-1890
Attention: Community Deyelopment Division
Date:
Deed ofTitlst - Solara
13
ATTACHMENT A
/5
"
'.
.
PARCEL "C" OF CERTIFICATE OF COMPLIANCE RECORDED JULY 6, 2005 AS FILE NO,
2005-0566608 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS:
790?
ALL OF THE LAND CONVEYED TO KENNETH A, LUDDEN PER BOOK 2362, PAGE 54 OF
OFFICIAL RECORDS, RECORDED FEBRUARY 28, 1947, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, TOGETHER WITH ALL OF THE LAND CONVEYED TO KENNETH A. LUDDEN ET AL
PER DOCUMENT NO, 102837, OF OFFICIAL RECORDS, RECORDED JUNE 15, 1961, SAID
COUNTY, SAID STATE; TOGETHER WITH ALL OF THE LAND CONVEYED TO POWAY MUNICIPAL
WATER DISTRICT PER DOCUMENT NO, 86033, OF OFFICIAL, RECORDS, RECORDED MAY 18,
1961, SAID COUNTY, SAID ,STATE; TOGETHER WITH A PORTION OF LAND CONVEYED TO
'JEFFRIES ET AL PER DOCUMENT NO. 1991-0468067, ALL OF OFFICIAL RECORDS,
RECORDED SEPTEMBER 12, 1991, SAID COUNTY, SAID STATE; ALSO BEING A PORTION OF
THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE
CITY OF POWAy, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHWEST
QUARTER NORTH OF SAID SECTION; THENCE WESTERLY ALONG THE NORTH LINE OF SAID
SOUTHEAST QUARTER NORTH 89'00'02" WEST, 344,90 FEET TO THE TRUE POINT OF
BEGINNING; THENCE SOUTH 08'18'07" WEST 144,77 FEET; THENCE SOUTH 26'03'03" WEST
82,70 FEET; THENCE SOUTH 25'35'34" WEST 167,66 FEET TO A POINT ON THE WESTERN
PROLONGATION OF THE NORTH LINE OF LAND CONVEYED TO ERNEST H, PEACOCK ET AL, BY
DEED RECORDED SEPTEMBER 2, 19S3 IN BOOK 4974, PAGE 78 OF OFFICIAL RECORDS,
COUNTY OF SAN DIEGO; THENCE EASTERLY ALONG THE PROLONGATION OF THE NORTH LINE
OF SAID PEACOCK'S LAND, SOUTH 89000'02" EAST 2,86 FEET TO ,THE NORTHWEST CORNER
OF SAID PEACOCK LAND; THENCE EASTERLY ALONG THE NORTH LINE OF SAID PEACOCK
LiIND NORTH 88000'02" WEST, 408,44 FEET TO THE WESTERLY RIGHT OF WAY OF
COMMUNITY ROAD; THENCE NORTHERLY ALONG SAID RIGHT OF WAY NORTH 01"53'32" EAST
106,97 FEET; THENCE SOUTH 89'00'02" EAST 1.00 FEET; THENCE NORTH 1"53'32" EAST
60,01 FEET; THENCE NORTH 89'00'02' EAST 1,00 FEET TO THE WESTERLY RIGHT OF WAY
OF COMMuNITY ROAD; THENCE NORTHERLY ALONG SAID RIGHT OF WAY NORTH l' 53' 32 "EAST
46,43 FEET; THENCE NORTH 89'00' 21" WEST 112,09 FEET; THENCE NORTH 01 '53' 31" EAST
104,51 FEET; THENCE SOUTH 88'06'29" EAST 6,45 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 37,50 FEET; THENCE
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 39'51':23," AN ARC DISTANCE OF 26,09
FEET; THENCE NORTH 52'02'08" EAST, 23,26 FEET TO A POINT ON THE, SOUTHERLY RIGHT
OF WAY OF HILLEARY, PLACE AS DESCRIBED IN EASEMENT FOR RIGHT OF WAY AND
INCIDENTS ,FOR A PUBLIC STREET, DOCUMENT 1992-0093381, OFFICIAL RECORDS
RECORDED FEBRUARY 21, 1992, SAID POINT IS ALSO THE BEGINNING OF A NONTANGENT
CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 7S. 00 FEET AND A RADIAL TO
SAID POINT BEARS SOUTH 37'34'04" WEST; THENCE NORTHWESTERLY, SOUTHWESTERLY AND
NORTHERLY ALONG SAID SOUTHERLY RIGHT OF WAY THE,FOLLOWING THREE COURSES:
THROUGH A CENTRAL ANGLE OF 28'12'08" AN ARC DISTANCE OF 36,92 FEET TO A POINT
ON THE NORTH LINE OF SAID SOUTHEAST QUARTER, SAID POINT IS ALSO THE BEGINNING
OF A NONTANGENT CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 74,00 FEET
AND RADIAL TO SAID POINT BEARS NORTH 20'57'53" WEST; THENCE SOUTHWESTERLY ALONG
SAID CURVE THROUGH A CENTRAL ANGLE OF 2S'37' 29" AN ARC DISTANCE OF 33,10 FEET;
THENCE NORTH 01'53'31' EAST 20,68 FEET TO A POINT ON THE NORTH LINE OF SAID
SOUTHEAST QUARTER;, THENCE WESTERLY ALONG THE NqRTH LINE OF SAID SOUTHEAST
QUARTER NORTH 89'00' 02" WEST 179,88 FEET TO THE TRUE POINT OF BEGINNING,
APN, 317-101-S3