20-0828_SJC GROVES LP_Deed of Trust, Security Agreement and Fixture Filing•: ` Recording Requested by:
Tleor Title National Commercial Services
6eo-714 .
RECORDINGREQUESTED BY AND
WHEN RECORDED MAIL TO:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attn: City Manager
HrIN: !21 -UN -21
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
II 1 111111111111111111111 II II I I II II NO FEE
*$ R 0 0 1 2 0 0 6 1 9 1$*
2020000470237 2:09 pm 09104120
93 410A D11 A36 S02 15
0.00 0.00 0.00 0.00 42.00 0.00 0.000.000.00 0.00
SPACE ABOVE FOR RECORDER'S USE ONLY
EXEMPT FROM RECORDING FEE PER
GOVERNMENT CODE §27383
DEED OF TRUST SECURaY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(City of San Juan Capistrano - The Groves at Williams Ranch)
This Deed of Trust, Security Agreement and Pixture•Filing (with Assignment of Rents) ("Deed
of Trust") is dated as of August 28, 2020, by SJC GROVES LP, a California limited partnership,
whose address is 14211 Yorba Street, Suite 200, Tustin; CA 92780 ("Trustor"), to,TJCOR
TITLE COMPANY OF CALIFORNIA, a California corporation ("Trustee"), for the benefit of
the CITY OF SAN JUAN CAPISTRANO, a municipal corporation; whose address is 32400
Paseo Adelanto, San Juan Capistrano, California 92675 ("Beneficiary"), and is executed to
secure those two certain Promissory Notes each of even date herewith, in the principal'amounts
of Four Million One Hundred Thousand Dollars ($4,100,000.00) and Four Million Eight
Hundred Thousand Dollars ($4;800,000.00), respectively, executed by Trustor in favor of
Beneficiary (such Promissoty Notes, as it may from time to time be supplemented, amended
extended, renewed or otherwise modified), the provisions of which are incorporated in the Deed
of Trust by,this reference.
This Deed of Trust is made with respect to that certain Affordable Housing Disposition
and Development Agreement (City of San Juan Capistrano - The Groves at Williams Ranch),
dated July 16, 2019, for reference. purposes only, between the Trustor's predecessor -in -interest
and the Beneficiary, as amended (the "Affordable Housing Agreement").
Trustor hereby IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to Trustee,
its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH RIGHT OF
ENTRY AND POSSESSION, the following property ("Trust Estate"):
(a) . All of that certain real property in the City of San Juan Capistrano, County
of Orange, State of California, more particularly described in Exhibit "A" attached hereto and by
this reference made a part hereof ("Subject Property"); ;
(b) All buildings, structures and other improvements now or in the future
located or to be. constructed on the Subject Property ("Improvements");
Exempt from fee per GC 27388.1(a)(2); recorded
1 concurrently "in connection with" a transfer subject
1603k4012603420.4 to the impositlon of documentary transfer tax.
lRecording Requested by:
Ticor Title National Commercial Services
�o-70��
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attn: City Manager
APN: 121-050-21
SPACE ABOVE FOR RECORDER'S USE ONLY
EXEMPT FROM RECORDING FEE PER
GOVERNMENT CODE §27383
DEED OF TRUST. SECURITY AGREEMENT AND FIXTURE FILING
W[TH ASSIGNMENT OF RENTS
(City of San Juan Capistrano - The Groves at Williams Ranch)
This Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) ("Deed
of Trust") is dated as of August 28, 2020, by SJC GROVES LP, a California limited partnership,
whose address is 14211 Yorba Street, Suite 200, Tustin, CA 92780 ("Trustor"), to TICOR
TITLE COMPANY OF CALIFORNIA, a California corporation ("Trustee"), for the benefit of
the CITY OF SAN JUAN CAPISTRANO, a municipal corporation, whose address is 32400
Paseo Adelanto, San Juan Capistrano, California 92675 ("Beneficiary"), and is executed to
secure those two certain Promissory Notes each of even date herewith, in the principal amounts
of Four Million One Hundred Thousand Dollars ($4,100,000.00) and Four Million Eight
Hundred Thousand Dollars ($4,800,000.00), respectively, executed by Trustor in favor of
Beneficiary (such Promissory Notes, as it may from time to time be supplemented, amended
extended, renewed or otherwise modified), the provisions of which are incorporated in the Deed
of Trust by this reference.
This Deed of Trust is made with respect to that certain Affordable Housing Disposition
and Development Agreement (City of San Juan Capistrano - The Groves at Williams Ranch),
dated July 16, 2019, for reference purposes only, between the Trustor's predecessor -in -interest
and the Beneficiary, as amended (the "Affordable Housing Agreement").
Trustor hereby IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to Trustee,
its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH RIGHT OF
ENTRY AND POSSESSION, the following property ("Trust Estate"):
(a) All of that certain real property in the City of San Juan Capistrano, County
of Orange, State of California, more particularly described in Exhibit "A" attached hereto and by
this reference made a part hereof ("Subject Property");
(b) All buildings, structures and other improvements now or in the future
located or to be constructed on the Subject Property ("Improvements");
1603\40\2603420.4
Exempt from fee per GC 27388.1(a)(2); recorded
concurrently "in connection with" a transfer subject
to the imposition of documentary transfer tax.
(c) All tenements, hereditament, appurtenances, privileges, franchises and
other rights and interests now or in the future benefitting or otherwise relating to the Subject
Property or the Improvements, including easements, rights-of-way and development rights
("Appurtenances"). (Appurtenances, together with the Subject Property and the Improvements,
are hereafter collectively referred to as the "Real Property");
(d) Subject to the assignment to Beneficiary set forth in Paragraph 4 below,
all rents, issues, income, revenues, royalties and profits now or in the future payable with respect
to or otherwise derived from the Trust Estate or the ownership, use, management operation,
leasing or occupancy of the Trust Estate, including those past due and unpaid ("Rents");
(e) All present and future right, title and interest of Trustor in and to all
inventory, equipment, fixtures and other goods (as those terms are defined in Division 9 of the
California Uniform Commercial Code ("UCC"), whether existing now or in the future) located
at, upon or about, or affixed or attached to or installed in, the Real Property, or used or to be used
in connection with or otherwise relating to the Real Property or the ownership, use, development,
construction, maintenance, management, operation, marketing, leasing or occupancy of the Real
Property, including furniture, furnishings, machinery, appliances, building materials and
supplies, generators, boilers, furnaces, water tanks, heating, ventilating and air conditioning
equipment and all other types of tangible personal property of any kind or nature, and all
accessories, additions, attachments, parts, proceeds, products, repairs, replacements and
substitutions of or to any of such property ("Goods," and together with the Real Property,
collectively the "Property"); and
(f) All present and future right, title and interest of Trustor in and to all
accounts, general intangibles, chattel paper, deposit accounts, money, instruments and
documents (as those terms are defined in the UCC) and all other agreements, obligations, rights
and written material (in each case whether existing now or in the future) now or in the future
relating to or otherwise arising in connection with or derived from the Property or any other part
of the Trust Estate or the ownership, use, development, construction, maintenance, management,
operation, marketing, leasing, occupancy, sale or financing of the Property or any other part of
the Trust Estate, including (to the extent applicable to the Property or any other portion of the
Trust Estate) (i) permits, approvals and other governmental authorizations, (ii) improvement
plans and specifications and architectural drawings, (iii) agreements with contractors,
subcontractors, suppliers, project managers, supervisors, designers, architects, engineers, sales
agents, leasing agents, consultants and property managers, (iv) takeout, refinancing and
permanent loan commitments, (v) warranties, guaranties, indemnities and insurance policies,
together with insurance payments and unearned insurance premiums, (vi) claims, demands,
awards, settlements, and other payments arising or resulting from or otherwise relating to any
insurance or any loss or destruction of, injury or damage to, trespass on or taking, condemnation
(or conveyance in lieu of condemnation) or public use of any of the Property, (vii) license
agreements, service and maintenance agreements, purchase and sale agreements and purchase
options, together with advance payments, security deposits and other amounts paid to or
deposited with Trustor under any such agreements, (viii) reserves, deposits, bonds, deferred
payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other
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rights to the payment of money, trade names, trademarks, goodwill and all other types of
intangible personal property of any kind or nature, and (ix) all supplements, modifications,
amendments, renewals, extensions, proceeds, replacements and substitutions of or to any of such
property (collectively, "Intangibles").
Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security interest
in all present and future right, title and interest of Trustor in and to all Goods and Intangibles and
all of the Trust Estates described above in which a security interest may be created under the
UCC (collectively, the "Personal Property"). This Deed of Trust constitutes a security
agreement under the UCC, conveying a security interest in the Personal Property to Trustee and
Beneficiary. Trustee and Beneficiary shall have, in addition to all rights and remedies provided
herein, all the rights and remedies of a "secured party" under the UCC and other applicable
California law. Trustor covenants and agrees that this Deed of Trust constitutes a fixture filing
under Sections 9313 and 9402(6) of the UCC.
FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary may elect,
the following: (a) payment of that certain Land Promissory Note dated August 28, 2020 in the
original principal amount of Four Million One Hundred Thousand Dollars ($4,100,000) (the
"Land Note"), (b) payment of that certain Project Promissory Note dated August 28, 2020 in the
original principal amount of Four Million Eight Hundred Thousand Dollars ($4,800,000.00) (the
"Project Note", and together with the Land Note referred to herein as the "Notes"); and (c) due,
prompt and complete observance, performance and discharge of each and every monetary and
non -monetary condition, obligation, covenant and agreement contained herein or contained in
the Affordable Housing Agreement. The Affordable Housing Agreement, that certain
Regulatory Agreement (San Juan Capistrano — The Groves at Williams Ranch) dated August 28,
2020, for reference purposes only, between the Trustor and the Beneficiary ("Regulatory
Agreement") and the Notes (collectively, "Secured Obligations") and all of their terms are
incorporated herein by reference and this conveyance shall secure any and all extensions,
amendments, modifications or renewals thereof, however evidenced.
AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
COVENANTS AND AGREES:
1. That Trustor shall perform its obligations as set forth in the Secured Obligations
at the time and in the manner respectively provided therein;
2. That Trustor shal I not permit or suffer the use of any of the property for any
purpose other than the use for which the same was intended at the time this Deed of Trust was
executed;
3. That the Secured Obligations are incorporated in and made a part of this Deed of
Trust. Upon default of a Secured Obligation, and after the giving of notice and the expiration of
any applicable cure period, the Beneficiary, at its option, may declare the whole of the
indebtedness secured hereby to be due and payable. This Deed of Trust shall cover, and the
property subject hereto shall include, all property now or hereafter affixed or attached to or
incorporated upon the Subject Property in, to or under which Trustor now has or hereafter
acquires any right, title or interest, which, to the fullest extent permitted by law, shall be deemed
1603\40\2603420.4
fixtures and a part of the Subject Property. To the extent any of the property subject to this Deed
of Trust consists of rights in action or personal property covered by the UCC, this Deed of Trust
shall also constitute a security agreement, and Trustor hereby grants to Beneficiary, as secured
party, a security interest in such property, including all proceeds thereof, for the purpose of
securing the Secured Obligations. In addition, for the purpose of securing the Secured
Obligations, Trustor hereby grants to Beneficiary, as secured party, a security interest in all of
the property described herein in, to, or under which Trustor now has or hereafter acquires any
right, title or interest, whether present, future or contingent, including, but not limited to, all
equipment, inventory, accounts, general intangibles, instruments, documents and chattel paper,
as those terms are defined in the UCC, and all other personal property of any kind (including,
without limitation, money and rights to the payment of money), whether now existing or
hereafter created, that are now or at any time hereafter (i) in the possession or control of
Beneficiary in any capacity; (ii) erected upon, attached to or appurtenant to the Subject Property;
(iii) located or used on the Subject Property or identified for use on the Subject Property
(whether stored on the Subject Property or elsewhere); or (iv) used in connection with, arising
from, related to, or associated with the Subject Property or any of the personal property
described herein, the construction of any improvements on the Subject Property, the ownership,
development, maintenance, management or operation of the Subject Property, the use or
enjoyment of the Subject Property or the operation of any business conducted thereon, including,
without limitation, all such property described as the Trust Estate hereinabove. The security
interests granted in this Paragraph 3 are hereinafter severally and collectively called the
"Security Interest". The Security Interest shall be self -operative with respect to the real property
described herein but Trustor shall execute and deliver on demand such additional security
agreements, financing statements and other instruments as may be requested in order to impose
the Security Interest more specifically upon the real and personal property encumbered hereby.
The Security Interest, at all times, shall be prior to any other interest in the personal property
encumbered hereby. Trustor shall act and perform as necessary and shall execute and file all
security agreements, financing statements, continuation statements and other documents
requested by Beneficiary to establish, maintain and continue the perfected Security Interest.
Trustor, on demand, shall promptly pay all costs and expenses of filing and recordation, to
ensure the continued priority of the Security Interest. Trustor shall not sell, transfer, assign or
otherwise dispose of any personal property encumbered hereby without obtaining the prior
written consent of Beneficiary, except that the Trustor may, in the ordinary course of business,
replace personal property or dispose of personal property that will not be replaced because of its
obsolescence. Unless Beneficiary then agrees otherwise in writing, all proceeds from any
permitted sale or disposition in excess of that required for full replacement shall be paid to
Beneficiary to be applied on the Notes subject to the rights of any senior lenders. Although
proceeds of personal property are covered hereby, this shall not be construed to mean that
Beneficiary consents to any sale of such personal property. Upon its recordation in the real
property records of Orange County, this Deed of Trust shall be effective as a financing statement
filed as a fixture filing. In addition, a carbon, photostatic or other reproduced copy of this Deed
of Trust and/or any financing statement relating hereto shall be sufficient for filing and/or
recording as a financing statement;
4. That all rents, profits and income from the property covered by this Deed of Trust
are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured.
Permission is hereby given to Trustor so long as no default exists hereunder after the giving of
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notice and the expiration of any applicable cure period, to collect such rents, profits and income
for use in accordance with the provisions of the Secured Obligations;
5. That upon default hereunder or under the aforementioned agreements, and after
the giving of notice and the expiration of any applicable cure period, Beneficiary shall be entitled
to the appointment of a receiver by any court having jurisdiction, without notice, to take
possession and protect the property described herein and operate same and collect the rents,
profits and income therefrom;
6. That Trustor will keep the improvements now existing or hereafter erected on the
property insured against loss by fire and such other hazards, casualties, and contingencies as may
be required by applicable provisions of the Secured Obligations, and all such insurance shall be
evidenced by standard fire and extended coverage insurance policy or policies. Such policies
shall be endorsed with standard mortgage clause with loss payable to the Beneficiary and
certificates thereof together with copies of original policies, if requested, shall be deposited with
the Beneficiary;
7. To pay before delinquency any taxes and assessments affecting said Property; to
pay, when due, all encumbrances, charges and liens, with interest, on said Property or any part
thereof which appear to be prior or superior hereto; and to pay all costs, fees, and expenses of
this trust. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor shall
not be required to pay and discharge any such tax, assessment charge or levy so long as Trustor
is contesting the legality thereof in good faith and by appropriate proceedings, and Trustor has
adequate funds to pay any liabilities contested pursuant to this Paragraph 7;
8. As it is provided more specifically in the Secured Obligations, to keep said
property in good condition and repair, subject to ordinary wear and tear, casualty and
condemnation, not to remove or demolish any buildings 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 (subject to Trustor's right to contest the validity or
applicability of laws or regulations); not to commit or permit waste thereof, not to commit, suffer
or permit any act upon said property in violation of law and/or covenants, conditions and/or
restrictions affecting said property; not to permit or suffer any material alteration of or addition
to the buildings or improvements hereafter constructed in or upon said property without the
consent of the Beneficiary;
9. 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 reasonable attorney's fees in a reasonable sum, in any such
action or proceeding in which Beneficiary or Trustee may appear;
10. Should Trustor fail, after the giving of notice and the expiration of any applicable
cure period, to make any payment or do any act as herein provided, then Beneficiary or 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 in such manner and to
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such extent as either may deem necessary to protect the security hereof. Following default, after
the giving of notice and the expiration of any applicable cure period, Beneficiary or Trustee,
being authorized to enter upon said property for such purposes, may commence, appear in and/or
defend any action or proceeding purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee; may 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, may pay necessary expenses, employ counsel, and pay his reasonable fees;
11. Beneficiary shall have the right to pay all insurance premiums required by the
Secured Obligations when due should Trustor fail to make any required premium payments. All
such payments made by the Beneficiary shall be added to the sums secured hereby;
12. To pay immediately and without demand all sums so expended by Beneficiary or
Trustee, under permission given under this Deed of Trust, with interest from date of expenditure,
at the highest rate of interest permitted by law;
13. That the funds to be advanced hereunder are to be used in accordance with
applicable provisions of the Secured Obligations; upon the failure of Trustor to do so, after the
giving of notice and the expiration of any applicable cure period, Trustor shall be in default
hereunder;
14. Trustor further covenants that it will not voluntarily create, suffer, or permit to be
created against the property subject to this Deed of Trust any lien or liens except as authorized
by Beneficiary and/or as provided in the Secured Obligations and further that it will keep and
maintain the property free from the claims of all persons supplying labor or materials which will
enter into the construction of any and all buildings now being erected or to be erected on said
premises. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor
shall not be obligated to pay any claims for labor, materials or services which Trustor in good
faith disputes and is diligently contesting, provided that Trustor shall, at Beneficiary's written
request, within thirty (30) days after the filing of any claim or lien (but in any event, and without
any requirement that Beneficiary must first provide a written request prior to foreclosure) record
in the Office of the Recorder of Orange County, a surety bond in the amount required by law to
protect against a claim of lien, or provide such other security reasonably satisfactory to
Beneficiary;
15. That any and all improvements made or about to be made upon the premises
covered by this Deed of Trust and all plans and specifications, comply with all applicable
municipal ordinances and regulations and all other applicable regulations made or promulgated,
now or hereafter, by lawful authority, and that the same will upon completion comply with all
such municipal ordinances and regulations and with the rules of the applicable fire rating or
inspection organization, bureau, association or office.
IT IS MUTUALLY AGREED THAT:
16. Trustor confirms that if Trustor should sell, enter into a contract of sale, convey,
or in any way transfer all or any interest of Trustor in the Real Property encumbered by this Deed
of Trust or suffer Trustor's title or any interest therein to be divested, whether voluntarily or
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involuntarily, unless the same is a Permitted Transfer as defined in the Affordable Housing
Agreement, without the prior written consent of the Beneficiary being first obtained, then
Beneficiary shall have the right, at Beneficiary's sole option, to declare all sums payable under
the Notes secured hereby immediately due and payable in full, irrespective of the maturity date
otherwise specified in the Notes. No waiver of this right shall be effective unless in writing and
signed by the Beneficiary. Consent by the Beneficiary to any one such transaction shall not be
deemed a waiver of the right to require such consent to future or successive transactions.
Further, upon default under one of the Secured Obligations, and after the giving of notice and the
expiration of any applicable cure period provided therein, the Beneficiary, at its option, may
declare the whole of the indebtedness secured hereby to be immediately due and payable in full,
irrespective of the maturity date otherwise specified in the Notes;
17. As provided more specifically in the Secured Obligations, should the Property or
any part thereof be taken or damaged by reason of any public improvement or condemnation
proceeding, or damaged by fire, or earthquake, or in any other manner, subject to the rights of
any senior lenders, Beneficiary shall be entitled to all compensation, awards, and other payments
or relief therefor which are not used to reconstruct, restore or otherwise improve the property or
part thereof that was taken or damaged, and shall be entitled at its option to commence, appear in
and prosecute in its own name, any action or proceedings, or to make any compromise or
settlement, in connection with such taking or damage subject to the rights of any senior lenders.
All such compensation, awards, damages, rights of action and proceeds which are not used to
reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged,
including the proceeds of any policies of fire and other insurance affecting said property, are
hereby assigned to Beneficiary subject to the rights of any senior lenders;
18. Notwithstanding Sections 16 and 17, in the event that a portion of the Property is
taken for a public improvement or pursuant to a condemnation proceeding and the Qualifying
Units (as defined in the Regulatory Agreement) remain intact and continue to be owned and
operated by Trustor in conformance with the Affordable Housing Agreement and the Regulatory
Agreement, Beneficiary shall not declare all sums due and payable under the Notes, nor shall the
Beneficiary be entitled to any compensation, awards and other payments therefor, provided that
such compensation, awards and other payments are used for (1) paying principal and interest
owed on the Permanent Loan (as defined in the Affordable Housing Agreement), (2) making
improvements to the Property that are approved by Beneficiary, in its reasonable discretion, or
(3) payment of principal owing under the Notes. In the event that Trustor receives such
compensation, awards or other payments and fails to expend the funds in conformance with
subsections (1) and (2) this section within thirty (30) days of receipt of such funds, Trustor shall
be in default under this Deed of Trust.
19. Upon default by Trustor in taking any action or in making any payments provided
for herein, or in the Secured Obligations, if Trustor shall fail to perform any covenant or
agreement in this Deed of Trust within thirty (30) days after written demand therefor by
Beneficiary (or, in the event that more than thirty (30) days is reasonably required to cure such
default, should Trustor fail to promptly commence such cure, and diligently prosecute same to
completion), after the giving of notice and the expiration of any applicable cure period,
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
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of election to cause the property to be sold, which notice Trustee shall cause to be duly fled for
record and Beneficiary may foreclose this Deed of Trust. Beneficiary shall also deposit with
Trustee this Deed of Trust and all documents evidencing expenditures secured hereby;
20. After the lapse of such time as may then be required by law following the
recordation of said notice of default, and notice of sale having been given as then required by
law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it
in said notice of sale, either as a whole or in separate parcels, and in such order as it may
determine at public auction to the highest bidder for cash in lawful money of the United States,
payable at time of sale. Trustee may postpone sale of all or any portion of said property by
public announcement at the time and place of sale, and from time to time thereafter may
postpone the sale by public announcement at the time and place of sale, and from time to time
thereafter may postpone the sale by public announcement at the time fixed by the preceding
postponement. Trustee shall deliver to the purchaser its Deed conveying the property so sold,
but without any covenant or warranty, express or implied. The recitals in the Deed of any
matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including
Trustor, Trustee or Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds
of sale to payment of (1) the expenses of such sale, together with the reasonable expenses of this
trust including therein reasonable Trustee's fees or attorney's fees for conducting the sale, and
the actual cost of publishing, recording, mailing and posting notice of the sale; (2) the cost of any
search and/or other evidence of title procured in connection with such sale and revenue stamps
on Trustee's Deed; (3) all sums expended under the terms hereof, not then repaid, with accrued
interest at the maximum rate allowed by law; (4) all other sums then secured hereby; and (5) the
remainder, if any, to the person or persons legally entitled thereto;
21. Beneficiary may from time to time substitute a successor or successors to any
Trustee named herein or acting hereunder to execute this Deed of Trust. Upon such
appointment, and without conveyance to the successor trustee, the latter shall be vested with all
title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each
such appointment and substitution shall be made by written instrument executed by Beneficiary,
containing reference to this Deed of Trust and its place of record, which, when duly recorded in
the proper office of the county or counties in which the property is situated, shall be conclusive
proof of proper appointment of the successor trustee;
22. The pleading of any statute of limitations as a defense to any and all obligations
secured by this Deed of Trust is hereby waived to the full extent permissible by law;
23. Upon written request of Beneficiary stating that all sums secured hereby have
been paid and all obligations secured hereby have been satisfied, and upon surrender of this Deed
of Trust to Trustee for cancellation and retention and upon payment of its fees, Trustee shall
reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance
of any matters of fact shall be conclusive proof of the truthfulness thereof. The grantee in such
reconveyance may be described as "the person or persons legally entitled thereto";
24. The trust created hereby is irrevocable by Trustor;
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25. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto,
their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term
"Beneficiary" shall include not only the original Beneficiary hereunder but also any future
successor in interest to Beneficiary. In this Deed of Trust, whenever the context so requires, the
masculine gender includes the feminine and/or neuter, and the singular number includes the
plural. All obligations of Trustor hereunder are joint and several;
26. Trustee accepts this Trust when this Deed of Trust, duly executed and
acknowledged, is made public record as provided by law. Except as otherwise provided by law,
the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or
of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless
brought by Trustee;
27. The undersigned Trustor requests that a copy of any notice of default and of any
notice of sale hereunder be mailed to it at the address set forth in the Deed of Trust;
28. Trustor agrees at any time and from time to time, upon receipt of a written request
from Beneficiary, to furnish to Beneficiary detailed statements in writing of income, rents,
profits, and operating expenses of the premises, and the names of the occupants and tenants in
possession, together with the expiration dates of their leases and full information regarding all
rental and occupancy agreements, and the rents provided for by such leases and rental and
occupancy agreements, and such other information regarding the premises and their use as may
be requested by Beneficiary;
29. Trustor agrees that the obligations secured by this Deed of Trust are made
expressly for the purpose of acquiring the Property, completing the construction work necessary
to construct a new 75- unit affordable housing development on the Property, as is more
specifically provided in the Secured Obligations;
30. As is provided more specifically in the Secured Obligations, the obligations of
Trustor thereunder are nonrecourse obligations of the Trustor. The sole recourse of Beneficiary
shall be the exercise of its rights against the Property;
31. Notwithstanding specific provisions of this Deed of Trust, non -monetary
performance hereunder shall not be deemed to be in default where delays or defaults are due to:
war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God; acts
of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of
transportation; governmental restrictions'or priority; litigation; unusually severe weather;
inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of
the other party; acts or failure to act of the Authority or any other public or governmental agency
or entity (except that any act or failure to act of Beneficiary shall not excuse performance by
Beneficiary unless such act or failure to act is allowed or required by law); or any other causes
beyond the reasonable control or without the fault of the party claiming an extension of time to
perform. An extension of time for any such cause (a "Force Majeure Delay") shall be for the
period of the enforced delay and shall commence to run from the time of the commencement of
the cause. If, however, notice by the party claiming such extension is sent to the other party
more than thirty (30) days after the commencement of the cause, the period shall commence to
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run only thirty (30) days prior to the giving of such notice. Times of performance under this
Deed of Trust may also be extended in writing by the Beneficiary and Trustor;
32. If the rights and liens created by this Deed of Trust shall be held by a court of
competent jurisdiction to be invalid or unenforceable as to any part of the obligations described
herein, the unsecured portion of such obligations shall be completely performed and paid prior to
the performance and payment of the remaining and secured portion of the obligations, and all
performance and payments made by Trustor shall be considered to have been performed and paid
on and applied first to the complete payment of the unsecured portion of the obligations;
33. (a) Subject to the extensions of time set forth in Paragraph 31, and subject to
the further provisions of this Paragraph 33, failure or delay by Trustor to perform any term or
provision respectively required to be performed under the Secured Obligations or this Deed of
Trust constitutes a default under this Deed of Trust;
(b) Beneficiary shall give written notice of default to Trustor, specifying the
default complained of by the Beneficiary. Delay in giving such notice shall not constitute a
waiver of any default nor shall it change the time of default;
(c) Any failures or delays by Beneficiary in asserting any of its rights and
remedies as to any default shall not operate as a waiver of any default or of any such rights or
remedies. Delays by Beneficiary in asserting any of its rights and remedies shall not deprive
Beneficiary of its right to institute and maintain any actions or proceedings which it may deem
necessary to protect, assert, or enforce any such rights or remedies;
(d) If an event of default occurs under the terms of this Deed of Trust, prior to
exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor written notice of
such default. Trustor shall have a reasonable period of time after such notice is given within
which to cure the default prior to exercise of remedies by Beneficiary under this Deed of Trust.
In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is
about to become materially jeopardized by any failure to cure a default or the default is not cured
within thirty (30) days after the notice of default is first given;
(e) If an event of default occurs under the terms of the Secured Obligations,
prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor notice of
such default. As is provided more specifically in the Secured Obligations, if the default is
reasonably capable of being cured within thirty (30) days, Trustor shall have such period to
effect a cure prior to exercise of remedies by the Beneficiary under the Secured Obligations, or
this Deed of Trust. If the default is such that it is not reasonably capable of being cured within
thirty (30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently
and in good faith works to effect a cure as soon as possible, then Trustor shall have such
additional time as is reasonably necessary to cure the default prior to exercise of any remedies by
Beneficiary. In no event shall Beneficiary be precluded from exercising remedies if its security
becomes or is about to become materially jeopardized by any failure to cure a default.
34. This Deed of Trust shall be subject and subordinate to the terms of that certain
extended use agreement executed by the Trustor in connection with the Trustor's allocation of
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low-income housing tax credits under Section 42 of the Code (the "Extended Use Agreement").
If Beneficiary or its successors or assigns (collectively, the "Subsequent Owner") acquires the
Property by foreclosure (or instrument in lieu of foreclosure), then the "extended use period" (as
defined in Section 42(h)(6)(D) of the Internal Revenue Code) shall terminate, except for the
obligation of the Subsequent Owner to comply with the limitations on evictions, termination of
tenancy and increase in rents for the three year period following the Subsequent Owner's
acquisition of the Property, as set forth in Section 42(h)(6)(E)(ii) of the Internal Revenue Code.
As provided in the Affordable Housing Agreement, upon request when appropriate, Beneficiary
shall execute such documentation as is necessary to subordinate this Deed of Trust to a Senior
Loan.
[Signatures on Following Page]
11
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IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and
year first set forth above.
TRUSTOR:
SJC GROVES LP, a California limited partnership
By: RCC MGP LLC,
a California limited liability company,
its managing general partner
By: Riverside Charitable Corporation,
a California nonprofit public benefit corporation,
its sole membera nanager
By:
Kennet S. Ro er son, (dent
By: SJC Groves CCR LLC,
a California limited liability company,
its developer general partner
By: C & C Development Co., LLC,
a California limited liability company,
its member and manager
Lo
Todd R. Cottle, Trustee of the 2007
Todd R. Cottle and Jennifer N. Cottle
Revocable Trust, its Member
By: The Waterford Group, Inc,
a California corporation,
its member /I
Rawson
Chief Executive Officer
[SIGNATURES MUST BE NOTARY ACKNOWLEDGED]
S-1
SIGNATURE PAGE TO DEED OF TRUST
1603\40\2603420.4
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ()(-Q-fe,
O
On before me; �,-InC6 ihOLU S1)oVVr . Notary Public,
persona y appeared -e S . , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
RECINDA KAY SHAFER
Notary Public - California
s • =� :: Orange County Z
Z
' Commission # 2177234
My Comm. Expires Dec 25, 2020
1603\40\2603420.4
Q
11PTIRVAIM70
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On SLI. Z k4i4X- f, 3GYo , before me, VAAI-4-A' M rt Ca -V }uta � , Notary Public,
personally appeared 12, (v H-elea W s caul , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he4he/they executed the same in hitbw/their
authorized capacity(ies), and that by his4wr/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
KARA ANN CAW000
t Notary Public- California
t Orange County >
Commission k 2251886
My Comm. Expires Aug 29, 2022
1603\40\2603420,4
Name: CGGr�t Lt..r,j-0U-
Notary Public
EXHIBIT A TO
DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(San Juan Capistrano — The Groves at Williams Ranch)
Legal Description of Subject Property
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF .ORANGE, STATE OF
CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
THAT PORTION OF REAL PROPERTY IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF
ORANGE,STATE OF CALIFORNIA, AS DESCRIBED IN THE DEED RECORDED ON AUGUST 30, 1995, AS
INSTRUMENT NO. 95-0376665 OF OFFICIAL RECORDS, IN THE OFFICE OF THE ORANGE COUNTY
RECORDER, LYING SOUTHEASTERLY OF THE FOLLOWING DESCRIBED LINE:
COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF CAMINO CAPISTRANO AS DESCRIBED
IN BOOK 281, PAGE 245 OF DEEDS, WITH THE EAST -WEST CENTERLINE OF SECTION 36, T7S, R8W,
SBM, SAID POINT ALSO BEING THE SOUTHEAST CORNER OF REAL PROPERTY AS DESCRIBED IN SAID
DEED RECORDED ON AUGUST 30, 1995, AS INSTRUMENT NO. 95-0376665 OF OFFICIAL RECORDS;
THENCE WESTERLY ALONG SAID EAST -WEST CENTERLINE OF SECTION 36, T7S, R8W, SBM, NORTH
89"01'53" WEST 421.39 FEET TO THE TRUE POINT OF BEGINNING.
THENCE NORTH 00°56'38" EAST 58.57 FEET;
THENCE NORTH 2621'02" WEST 12.70 FEET;
THENCE NORTH 47'09'31" EAST 120.82 FEET;
THENCE NORTH 45°44'28 EAST 144.28 FEET;
THENCE NORTH 46°25'09" EAST 74.13 FEET;
THENCE NORTH 37°40'58" EAST 94.88 FEET;
THENCE NORTH 28002'57" EAST 111.60 FEET
THENCE NORTH 3302'08" EAST 37.69 FEET;
THENCE NORTH 25°17'01" EAST 131.95 FEET;
THENCE SOUTH 7321'32" EAST 150.69 FEET TO SAID CENTERLINE OF CAMINO CAPISTRANO AS
DESCRIBED IN BOOK 281, PAGE 245, OF DEEDS.
APN: A PORTION 121-050-021
A-1
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