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06-0630_FARMER'S & MERCHANTS BANK_Agreement of Purchase and Sale
,ANGE IN TERMS AGREEME' PrinGp�lYfa3t3 [fkT €IIi�WlrQ#>a>E t~nflit34tti �fE le�If2S 3t a.1 40 94�u References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 Principal Amount: $ 5,100,000.00 Lender: Farmers & Merchants Bank of Long Beach/a CA Corp San Juan Capistrano Office 31873 Del Obispo Street San Juan Capistrano, CA 92675' Date of Agreement: May 7, 2008. DESCRIPTION OF EXISTING INDEBTEDNESS. A loan evidenced by a promissory note dated 06-30-2006, in the original amount of $5,100,000.00 and referencing loan number 90-100-9430-8 ("Note"), The outstanding principal balance due under the Note, as of the date of this Agreement, is $5,100,000.00. DESCRIPTION OF COLLATERAL. A lien on real property evidenced by that certain Deed of Trust dated 06-30-2006, and recorded on 07-12-2006, in the Official Records of Orange County, State of California as instrument number 2006000465927, DESCRIPTION OF CHANGE IN TERMS. Effective as of May 23, 2008, the Note is hereby modified as follows: 1) The date on which all outstanding principal is due and payable (together with any accrued but unpaid interest thereon) ("Maturity Date") is hereby extended to 06-30-2011. 21 The payment schedule reflected in the "Payment" paragraph of the Note is amended to require continuing monthly payments of interest only until the Ma urity Dace as extended above. 3) The interest rate used to calculate interest payable on the unpaid principal balance of the Note ("Interest Rate") will be at a fixed rate of 5,750% per annum. 4) The "VARIABLE INTEREST RATE" paragraph of the Note is hereby deleted in its entirety. 5) The interest calculation method described in the "Payment" paragraph is amended as follows: The annual interest rate for the Note is computed on a 365/360 basis; that is, by applying. the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. 6) The "INTEREST AFTER DEFAULT" paragraph of the Note is hereby amended and restated in its entirety as follows: Upon default, including failure to pay upon final maturity, at Lender's option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in the Note (including any increased rate). Upon default, the interest rate on the Note shall, if permitted under applicable law, immediately increase by adding a 5.000 percentage point margin ("Default Rate Margin"), The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity, or after the Note would have matured had there been no default, the Default Rate Margin will continue to apply to the final interest rate described in the Note. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(sl. it is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non -signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. RESOLUTION, AUTHORIZATION AND/OR CERTIFICATE TO BORROW/GRANT COLLATERAL/GUARANTY ACKNOWLEDGMENT. The Undersigned hereby acknowledges that except for any changes that are reflected in any Resolutions, Authorizations and/or Certificates of even date herewith, if any, the information set forth in the existing Loan Documents, including but not limited to any Resolutions, Authorizations and/or Trust Certificates, is current and accurate as of the date of this Agreement. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREFS TO THE TERMS OF THE CREEMEP T. CHANGE IN TERMS SIGNERS: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By=- t A DAVID F. ADAMS, Executive Director o SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY 0 copy By: CYNTHIA L. RUSSELL, Agency Finance Officer of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY LASER PRO €-6n9, Ve,. 5.39.MOW Capp, -11 4 F-11111 S ane. 1091, 2006- A9 RigRts Resav CA c,}}OA NMCrf1MT20C.FC TA -11634 PR ai AGREEI E,N T OF KIRC,' ASE AND SALE AND JOINT ESCROW INSTRUCTIONS THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 21, 2006 {the "Effective Date"), by and between the SAN JUAN CA.PIS'I`RANO COMMUNITY REDEVELOPMENT AGENCY, a California municipal agency ("buyer"), and HOME DEPOT LISA, INC',, a Delaware corporation (`.Seller")- RITC'ITALS A. Seller is the owner of record of approximately two (2) acres of unimproved land located in the City of Sari Juan Capistrano, County of Orange, State of California, and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference (the "Real Property"). E. Buyer desires to purchase the property frorn Seller, and Seller desires to sell the same to Buyer, all in accordance with this Agreement. C. The Parties acknowledge that wile this Agreement is not subject to the California Environmental Quality Act ("CEQA") compliance, any future use of he Real Property will be subject to the full CEQA compliance. NOW, THEREFORE, for variable and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. I3efinitions. For purposes of this Agreement, the terms set forth below shall have the following meanings: (a) "Agreement" means asset forth in the opening paragraph on Page 1 hereof. (b) "Approved Title Conditions" is defined in Paragraph 5 below. (c) `Authorities" means any governmental and quasi -governmental body or agency having jurisdiction over the Property, including, without limitation, the State, the City and the County. (d) "Buyer" rnearis as set forthinthe opening paragraph on Page 1 hereof. (e) "Buyer's "Title Notice" is defined in Paragraph 7(a)(i) below. (1) `Cash Equivalent" means a wirc transfer of funds or a certified or bank cashier's chech drawn on a bank licensed to do business in the Statc. (g) -City"' means the City of ` an .fuan Capistrano, (_'alifor ia. (11) "Close of Escrow" Incans the date all required doc£iments have been approved, executed deliver and recorded (inciuding the (1rant Deed recorded. in the Official Records) and the, Purchase Price: paid. t (i) "Closing Date" means not later than April 22, 2006, subject to extension pursuant to the provisions of Paragraph 6(b) below. (1) "County" means the County of Orange, State of (k} "Deposit" is defined in Paragraph 4(a) below. (1) "Effective Date" meats as set forth in the opening paragraph on this Page 1. (m) "Escrow" means the above -referenced escrow opened with Escrow bolder for the consummation of the transaction described in this Agreement. Ilan l of 18 (n) "Escrow Holder" means First American Title Insurance Company, at the office designated by Seller. (o) "Governmental Regulations" gleans any and all laws, ordinances, rules, requirements, resolutions, policy.: statements and regulations (including, without limitation, those relating to density, land use, traffic and utilities circulation and migration, subdivision, zoning, environmental, toxic or hazardous waste, occupational health and safety, water, earthquake hazard reduction, and building and fire codes) of the Authorities bearing on the development, construction, alteration, rehabilitation, maintenance, use, operation, lease or sale of the Property as Contemplated by Buyer. (p) "`Grant recd" means a grant decd in a form customarily used by the Escrow Ilolder for transactions related to property in the County. (q) ' Hazardous Substances", as used in this Agreement, means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including but not limited to any (a) petroleum and petroleum products, (b) substances defined as hazardous under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.G. Section 9601, the California. Nater Lode Section 13050, the Federal Vater Pollution Control Act, 33 U.S.C. Section 1317, and. California Health and Safety Code Section 25316 and (c) materials defined as "hazardous waste" in the Resource Conservation and Recovery Act, 42 U.S.C, Section 6903 and the Hazardous Waste Control Law, California Health and Safety Code Section 25117. (r) "Official Records" means the Official Records of the County. (s) "Opening of Escrow" means the date on which a fully executed copy of this Agreement is delivered to Escrow Holder by buyer and Seller. (t) "Property" means, collectively, (1) the Real Property described in Recital A above, (2) any improvements thereon, and (3) all right, title and interest of Seller in and to all streets, alleys, appurtenances, easements and rights-of-way in, on, across, in front of, abutting and/or adjoining the Real Property. (u) "Purchase Price" is defined in Paragraph 3 below. (v) "Real Property„ ineans as set forth in Recital A, above. (w) "San Juan Capistrano Community Redevelopment Agency" is a public legislative body, corporate and politic, formed and acting as a redevelopment agency pursuant to state community redevelopment law, Health and Safety {.bode sections 33000 et. seq. (x) "Seller" means as set forth in the opening paragraph on Page 1 hereof. (y) "Seller's Title: Notice" is defined in Paragraph 7(a)(i) below. (z) "State" means the State of California, (ata) "Title Company" means First American Title Insurance Company, at the office designated by Seller. (bb) "Title Documents" is defined in Paragraph 7(a)(1). (cc) "Title, Policy" is defined in Pan, graph 10 below. (dd) "To the best of Seller's knowledge" or other references herein to Seller's knowledge mean the knowledge a party would be expected to have by reason of continued involvement with the - Property as owner, developer and/or managing agent with assurance that such knowledge is hayed upon a. diligent inquiry and. the; good faith, conscientious exercise of such party's duties. 2. 1?urrchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the; Property, on the terms and conditions set forth in this Agreement. 3. Purchase Price. The Purchase Price (the "Purchase Price") for the Property shall be Five Million One Hundred "Thousand Dollars ($5, 100,000.00). r- 11ne 2 of 18 4. Payment of Purchase Price. The Purchase Price shall be payable as follows: (a) Deposit. Upon the Opening of Escrow Buyer shall deposit into Escrow cash or Cash Equivalent in the amount equivalent to one (1) percent of the purchase price or fifty one thousand Dollars ($$51,000) (the "Deposit"). The Deposit shall be invested by Escrow Holder in a an interest- bearing account at a federally insured bank or institution approved by Buyer, with any interest accruing thereon to be paid or credited to Buyer. Except as. provided herein, the Deposit shall be refundable to Buyer should Buyer validly terminate this Agreement or should Seller breach this Agreement. (b) Disposition. The Deposit shall become nonrefundable and shall serve as liquidated damages in the event .Buyer shall fail to close the transaction pursuant to the previsions of the Agreement, except in the event of a breach of this Agreement by Seller. At the Close of p:scrow, the entire Deposit shall be applied and credited toward payment of the Purchase Price. (c) Cash Balance. On or before the Closing Date, Buyer shall deposit into Pscrow cash or CashEquivalent in the amount of the balance of the Purchase Price. 5. Condition of Title. At the Close of Escrow, Seller shall convey fee simple title to the Property to Buyer by a Grant Deed, subject only to (collectively, the "Approved Title Conditions"). (a) liens for real property taxes not they delinquent; (b) matters of title respecting the Property approved by Buyer in accordance with Paragraph 7(a)(i) below; and (c) matters affecting the condition of title to the Property created by or with the written consent of Buyer. 6. Escrow. I'scrow. .Buyer and Seller shall, within two (2) days following the mutual execution and delivery of this Agreenient cause the Opening of Escrow by delivering a fully executed copy at this Agreement to Escrow holder. Escrow holder shall imm(aa diately notify Buyer and Seller in writing of the date of the Opening ofEscrow, scrow. (b) (,lose ofI.screw. The Close of Escrow shall occur on the (:losing Date, unless Seller and Buyer mutually agree in writing to extend the Closing Date. (c) %__screw instructions. "phis Agreement shall serve as Escrow Instructions to Escrow Holder. Buyer and Seller hercby authorize their respective attor«eys to execute and deliver to Escrow Holder any additional or supplementary instructions as F.'scrow ) folder my reasonably request and/or which may be necessary or convenient to implement the terms of this Agreement and close the transaction contemplated hereby. In the event of any conflict or inconsistency between said additional or supplementary instructions and this Agreement, including without limitation, any printed or typed form prepared by Escrow Holder, the ternis of this Agreement shall control; and nothing in said additional or supplementary instructions shall be dcQniedto change the terms, provisions or conditions of this Agreement unless the Parties expressly so state in writing. In addition, in the event of any conflict or inconsistency between the provisions of this Agreement constituting instructions to E,,scrow Folder (including tyre provisions of this Paragraph 6 ) and the provisions of this Agreement constituting the agreement of the Parties to purchase and sell the Property, the latter provisions shall control. (d) Indemnification of Escrow Holder. If this Agreement or any matter relating hereto shall become the subject of any litigation or controversy, then Buyer and Seller agree, jointly and y, Page 3 of 19 severally, to bold Escrow Holder free and harmless from any loss or expense, including attorneys' fees, that may be suffered by it by reason thereof; provided, that the foregoing shall not release Escrow .Holder from any liability for negligence or misconduct or the breach of any of the provisions of the Escrow instructions contained herein, including any liability for court costs and professional fees as provided in paragraph 6(e) below. If conflicting demands are made or notices served upon Escrow bolder with respect to this Agreement, then Buyer and Seller expressly agree that Escrow Holder shall be entitled to file a suit in interpleader and obtain an order frotrn the court requiring Buyer and. Seller to interplead acid litigate their several claims and rights among themselves. Upon the filing of the; action in interpleader, Escrow Holder shall be fully released and discharged from any obligations imposed upon it by this Agreement; provided, that the foregoing shall not release Escrow Holder from any liability for negligence or tn.isconduct or the breach of any of the provisions of the Escrow instructions contained herein. (e) Nonliability of Escrow Holder. Escrow holder shall not be liable for the sufficiency or correctness as to form, manner, execution or validity of any instrument deposited with it, nor as to the identity, authority or rights of any person executing such instrument, nor for failure to comply with any of the provisions of any agreement, contract or other instrument fled. with Escrow holder or referred to herein; provided, that Escrow Holder shall be liable for the correctness, genuineness, sufficiency and validity of any document prepared by Escrow holder and shall also be liable for insuring the proper execution and identity of the executing party with respect to any document executed in the presence of any of Escrow Holder's agents. Escrow Folder's duties hereunder shall be limited to the safekeeping of such money, instruments or other documents received by it as Escrow Holder, and for their disposition in accordance with the terms of this Agreement. Notwithstanding the foregoing, if Escrow Holder is also acting as the Title: Company under the terms of this Agreement, then nothing in this paragraph 6(e) shall limit Escrow Holder's liability under the Tide Policy. 7. Conditions to the Close of Escrow. (a) Conditions Precedent to Buyer's Obligations. The Close of Escrow and Buyer's obligations with respect to the transaction contemplated by this Agreement are subject to the satisfaction, not later than the Closing Date (unless otherwise specified below), of the following conditions; and the obligations of the Parties with respect to such conditions are as follows: (i) Title. Buyer shall have approved the legal description of` the Real Property attached hereto as Exhibit "A" and any matters of title respecting the Property, including those matters disclosed by the following documents and instruments (collectively, the "Title Documents"): (A) a preliminary title report for a ChTA Owner's Policy of title insurance dated as of or after the Effective Date and issued by the Title Company with respect to the. Property and (B) legible copies of all documents., whether recorded or unrecorded, referred to as exceptions to title in the preliminary tide report. Seller shall cause the 'rifle Company to deliver the Title Documents to Buyer within tern (10) days after the Opening of Fscrow_ Within five (S) days after delivery of the "rifle Documents to Buyer, Buyer shall give Seller and Escrow Holder written notice (the "Buyer's Title Notice") of Buyer's disapproval of the legal description of the Real Property, any Title Document Jndfor any matter of title respecting the Property. Buyer's failure to give the Buyer's 'Title Notice shall be constitute approval of the "title Documents and the title matters shown thereon. 1'ar;e 4 of 18 Seller shall, within ten (10) days after receipt of the Buyer's Title Notice, either (i) eliminate the matters set forth therein from the Title Policy as exceptions to title to the Property, and/or (ii) give Buyer written notice (the "Seller's Title Notice") of those matters set forth in the Buyer's Title Notice, if any, which Seller shall not so eliminate. If either (x) Seller fails timely to eliminate any matter set forth in the Buyer's Title Notice but not in the Seller's Title Notice, or (y) Buyer gives Seller written notice of Buyer's disapproval of the Seller's Title Notice within Live (5) days after delivery of the same to Buyer, then this condition shall be deemed to have failed., unless subsequently waived by Buyer in writing. (ii) Insr2ection. Buyer shall be satisfied, at Buyer's sole cost and expense, with the condition of the Property, including the results of "Phase 1'' environmental study and geotechnical studies desired by Buyer. Should Buyer fail to be satisfied with the condition of the Property, then Buyer may, by delivery of written notice to Seller, terminate this Agreement; whereupon the Deposit, less one-half (1/2) of any Escrow and title fees and costs, shall be refunded to Buyer and this Agreement shall be deemed null and void and of no further force or effect with Buyer and Seller having no further rights, obligations or liabilities hereunder except as otherwise set forth herein; provided, that if Buyer shall have firiled to deliver written notice pursuant to this Paragraph 7(a)(ii) within fourteen calendar (14) days after the Effective Date (the "Inspection Period"), then Buyer shall be deemed to be satisfied with the condition of the Property and to have waived. this Paragraph 7(a)(ii). (iii) "As_Is" Sala:.. BUYER SPECIFICALLY ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PI..JRCI-IASIN(r THE PROPERTY ON AN `AS, IS WITH ALL. FAULTS' BASIS, AND "I'%IAT BUfYIR IS NOT RELYING ON ANY REM SENTATIONS OR WARRANTIES OF ANY KIND WHATSO VEIZ, E PRESSS OR I:MPI.J D, FROM SELLER, ITS AGF"N`I"S, OR. BROKJ RS, AS T() ANY MAI" ,I. RS CONCERNING THE I'ROPER'I'Y, INCI.,CJDING WITHOUT LIMITATION: (a) the quality, mature, adequacy and physical condition of the Property; (b) the duality, nature, adequacy and physical condition of soils, geology and any groundwater, (c) the existence. quality, nature, adequacy and physical condition of utilities serving the Property; (d) the development potential of the Property, and the Property's use, habitability, merch�urtability, or fitness, suitability, value or adequacy of' the Property for any particular purpose; (e) the zoning or other legal status of the Property or any other public= or private restrictions on use of the Properiv; (f) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governrrrental entity or of any other person or entity; (g) the presence or removal of any "Hazardous Substances" on. under or about the Property or the a4joining or neicgiboring; property; (h) the condition of titleto they Property; or (i) the leases, se€-vicecontracts, or other agreements affecting the Property, Buyer represents and warrants that Boyer has conducted or been allowed to conduct a full visual inspection of the Property. and has not been dented reasonable access to any area thereof. Buyer has hada complete right to bring experts on.. the. Property and to conduct, in a reasonable manner, all tests necessary to determine the condition of the Property. Buyer has knowledge of applicable laws (including, but not limited to, latus and regulations governing :zoning in land use, environmental conditions, and Hazardous Substances) and his review and investigation of the condition of the Property has included consideration of the applicability and effect of such laws. Without limiting the PPage 5 of 18 generality of the foregoing, Buyer has investigated to its own satisfaction the environratent.al. condition of the soil, water, groundwater and structures on the Property and of any equipment or material stored on the property. In. purchasing the Property, Buyer assumes the risk that Hazardous Substances may be present on the Property that were not revealed by Buyer's investigation. Buyer hereby releases and forever discharges Seller and all of its respective officers, directors, shareholders, employees, representatives and agents of any kind, and all of its predecessors, assigns and successors -in -interest of any kind, from any and all. claims which. Buyer may have against any or all of them arising out of the Property, its sale and/or its condition. Without limiting the generality of the foregoing, Buyer hereby waives the provisions of California Civil Code Section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor." Buyer acknowledges that it may not now know fully the number or magnitude of the claims that it may have against Seller, and that it may suffer some further loss or damage in some way connected with the Property, its sale and/or its condition, but which is unknown or unanticipated at this time. Buyer has takers these risks and possibilities into account and accepts that, nevertheless, this Paragraph 7(a)(iii) covers all claims which, although unknown at the. time of execution of this Agreement, may be discovered later. In.. waiving the provisions of Civil Code Section 1542, Buyer understands and assumes these risks, Buyer agrees to reimburse, hold harmless and indemnify Seller and each and all of Seller's affiliates described above, against any and all claims and governmental orders or decrees, which may exist now or in. the future, relating to the presence, cleanup, removal, transportation, storage or disposal of Hazardous Substances at the Property. (iv) Representations, Warranties and Covenants of Seller. Seller shall have duly performed each and every agreement to be performed by Seller hereunder and Seller's representations, warranties and covenants set forth in this Agreement shall be true and correct as of the Closing Date. (v) leo Adverse Changes. At the Closing Date. there shall have been no adverse changes in the physical or financial condition of [lie Property. (vi) Seller's „_Deliveries. Seller shall have delivered the items described in this .Paragraph 7(a), and �in Paragra.phs 8(a) and 9 below. (vii) Title jnsur ince. As of the Close of Escrow, the Title Company shall have issued or shall have cornrnitted to issue the Title Policy to Buyer. The conditions set forth in this Paragraph 7(a) are solely for Buyer's benefit and may be waived only by Buyer. Buyer shall at all times have the right to waiver any condition. Such waiver or waivers shall be in writing to Seller. 'I'he waiver by Buyer of any condition shall not relieve Seller of arty liability or obligation with respect to any representation, warranty, covenant or agreement'of Seller. Except as otherwise provided herein, all approvals given by Buyer under this Paragraph 7(a) shall be Page 6 of 18 in writing and, except as provided herein, the failure of Buyer to disapprove any matter requiring its approval under this Paragraph 7(a) by the time therefore shall be deemed approval thereof by Buyer. Neither Seller nor Buyer shall act or fail to act for the purpose of permitting or causing any condition to fail (except to the extent Buyer, in its own discretion, exercises its right to disapprove any such items or matters). (b) Conditions Precedent to Seller's Obligations. The Close of Escrow and Seller's obligations with respect to the transactions contemplated by this Agreement are subject to the satisfaction, by the dates specified below, of the following conditions: (i) Restrictive Covenant.. On or before the Closing Bate, Seller shall have executed, acknowledged and delivered to Escrow Molder for recordation as provided herein, a Restrictive Covenant Agreement reasonably acceptable to Seller as to form, and providing that for a period of twenty (20) years from the Closing Date, no portion of the Property may be used for the sale, display, lease or distribution of lumber, hardware items, plumbing supplies, electrical supplies, paint, wallpaper or wallcoverings, hard. or soft flooring (including without thnitation, tile, wood flooring, rugs or carpeting), interior design services, kitchens or bathrooms or connponents thereof (including without Limitation, tubs, sinks, faucets, mirrors, cabinets, showers, vanities, couritcrtops and related hardware), indoor a.nd outdoor lighting, window treatments (including without limitation, draperies, curtains and blinds), cabinets, siding, ceiling farts, gardening supplies, nursery products, pool. supplies, patio furniture or patio accessories, non -patio furniture, kitchen appliances, closet organizing systems, pictures or picture framing, or Christmas trees. A copy of the Restrictive Covenant Agreement is attached hereto as Exhibit "B" and shall be set forth in the deed transferring; title to the Property to the Buyer. On or before the Closing Date, Buyer shall have executed, acknowledged and delivered to Escrow Holder for recordation as provided herein, a Declaration of. Use Restriction reasonabl y acceptable to Buyer as to form, and providing that for a period of twenty (20) years from the. Closing Date, the use of the real property, owned by Buyer, described as Assessor's parcel's # 121-240-39 and 121-240-73, County of Orange, California, would be restricted, such that retail home improvement centers, as defined in the Declaration of Use Restriction would be prohibited. A copy of the Declaration of Use Restriction is attached hereto is Exhibit "C"' (ii)- BLH�er's Deli-y'eries. On or before the Closing Date, Buyer shall have delivered to Escrow f"lolder for disbursement as provided herein, the Purchase Price and the documents and materials described in Paragraph 8(b) below. (c) failure_ of Conditions to Close„ of Escrocy. If any of the conditions set forth in Paragraphs 7(a) or 7(b) above arc; not timely s�rtisfied or waived, for any reason other than the default of Buyer or `eller under this Agreement, them: (i) This Agreement.. the Escrow and all of Buyer's and Seller's rights and obligations hereunder, shall tern-unate, except as otherwise provided herein; provided, that no such termination shall occur until. the party for whose benefit such condition exists (A) has had the opportunity to waive such condition within three (3) business days after receipt of written notice from the other party, and (B) does not elect to waive such condition; ,uid (ii) Seller, Buyer and Escrow Holder shall promptly return all dcy,;u€vents and /A Page 7 of 18 funds which are held by them on the date of said termination to the party who delivered or deposited them hereunder, including return by Escrow Holder of the Deposit and interest thereon. to Buyer (less, in the case of the party otherwise entitled to such funds, however, the amount of any cancellation charges required to be paid by such party tinder Paragraph 7(d) below). (d) Cancellation Nees and Expenses. If Escrow terminates because of the non -satisfaction of any condition for a reason other than the default of Buyer or Seller under this Agreement, then the cancellation charges required to be paid by and to Escrow Holder and the Title Company shall be borne one-half (1/2) by Seller and one-half (1/2) by Buyer and all other charges shall be borne by the party incurring same. 8. Pe.11veries to Escrow Molder. (a) BySeller. Seller hereby covenants and agrees to deliver or cause to be delivered to Escrow Holder on or prior to the Closing Date, the following instruments and documents, the delivery of each of which shall be a condition to the performance by Buyer of its obligations under the terms of this Agreement: (i) Grant Deed, The Grant Deed, duly execrated and acknowledged in recordable form by Seller, conveying the Property to Buyer subject only to the Approved Title Conditions (ii) Proof of Authority. Such proof of Seller's authority and authorization to easter into this Agreement and consummate the transactions contemplated hereby and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents and. other certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company and/or Brayer. (iii) Lien Affidavits, Any lien affidavits or mechanic's lien indemnifications as may be reasonably requested by the Tide Company in order to issue the Title Policy. (b) By_uTyer. Buyer hereby covenants and agrees to deliver or cause to be delivered to Escrow Holder on or prior to the Closing Date the following instruments and documents, the delivery of each of which shall be a condition to the Close of Escrow: (i) Purchase Price, The Purchase Price in accordance with paragraphs 3 and 4 above. rn^ (ii) r1gratior7s. The amount due ,Seller, if any, after the prorations are computed in accordance with Paragraph 12 below. (iii) restrictive Covenant_.' recnaent. The Restrictive Covenant Agreement described in Paragraph 7(b)(1) above.__ _ 9. Delivery to _13tuver Upon Close of Escrow. Seller hereby covenants and agrees to deliver to Buyer, on the Closing Date, exclusive possession of the Property. 1 Q Title Insurance. At the Close of Escrow, Seller shall cause the Title Company to issue or commit to issue to buyer an CLTA Owner's Policy of Title Insurance with any title endorsements reasonably requested by Buyer showing fee title to the Property vested in .Buyer subject only to the Approved Title Conditions ("Title Policy"). The Title Policy shall be issued with liability in an amount equal to the Purchase Price. 11. Costs and Expenses. On close of Escrow, all costs and expenses charged by or through the escrow, including without limitation, the premium for the title policy, all endorsements thereon, and escrow holder fees, with the exception of the proration in paragraph 12 hereof, shall be borne by the Seller. Each party shall bear all their own respective costs and expenses, including without limitation., such party's attorney's fees, incurred by such party in negotiating and performing this Agreement. 12. Prorations. (a) (General. Subject to the provisions of Paragraphs 12(b) and 12(c) below, all expenses, if any, affecting; the Property shall be paid or shall be prorated as of 11:54 P.M. on the day of the Close of Escrow. For purposes of calculating prorations, Seller shall be deemed to be in the title to the Property; and therefore responsible for the expenses, for the entire day upon which the Close of Escrow occurs. Any apportionments and prorations which are not expressly provided for herein shall be made in accordance with customary practice in the County. Such adjustments, if and to the extent known. and agreed upon as of the Close of Escrow, shall be paid by Buyer to Seller (if the prorations result in a net credit to the Seller) or by Seller to Buyer (if the prorations result in a net credit to the Buyer), by increasing or reducing the cash or Cash Fquivalent to be paid by Buyer at the Close of Escrow. Any such adjustments not determined or not agreed upon as of the Close of Escrow shall be paid by Buyer to Seller, or by Seiler to Buyer (if the prorations result in a net credit to the Buyer), by increasing or reducing the cash or Cash Equivalent to be paid by Buyer at the Close of Escrow. Any saich adjustments not determined or not agreed capon as of the Close of Escrow shall be paid by Buyer to Seller, or by Seller to Buyer. as the case naay be, in cash or Cash Equivalent as soon as practicable following the Close of Escrow, (b) Taxes and Assessments. Notwithstanding the provisions of Paragraph 12(a) above to the contrary, all kaon -delinquent real estate taxes and assessinents on the Property shall be prorated based on the actual current tax and assessment bills; provided, however, if the; real estate tax bill has not yet been received by Seller by the Closing Date, then current year`s real estate taxes shall be de-eined to be one hundred two percent (1020 0) of the: amount of the previous year's tax bill. If, after the Close of Escrow. any supplemental real est=ate taxes are assessed against the Property pursuant to Chapter 3.5 of fart 0.5 of Division 1. of the California Revenue and Taxation Code (§§ 75 through 75.890, inclusive) by reason of any event occurring prior to the Close of Escrow, then Seller shall pray Such taxes to 13taver within ten (10) days after demand by Buyer therefor. All liens, all delinquent taxes and all delinquent installments of a.ssessinents on the Property shall be paid for by Sellar at the Clos,° ofEscrow from funds accruing to Seller without contribution or proration frons F3uyer. 13. IDisbursern nts and Other Actions by Lscro�_14older. At the Close of I:'scrc�w, Escrow I folder small. promptly undertake all of the following in the manner herein below indicated: (a) I''unds. Disburse all funds deposited with Escrow Bolder by Buyer in p?ayment of the Purchase Price; as follows: (i) Deduct and pay all items chargeable to the account of Seller pursuant to Page 9 of 18 Paragraph l l above. (ii) If, as the result of the prorations and credits pursuant to Paragraph 12 alcove, amounts are to be charged to account of Seller, deduct and/or pay the total amount of such charges. (iii) Disburse the balance of the Purchase Price to Seller promptly upon the Close of Escrow. (iv) Disburse the remaining balance of the funds, if any, to Buyer upon the Close of Escrow. (b) Recording. Cause to be recorded in the Official Records of the County of Orange, State of California, in the following order, the Grant Deed (with documentary transfer tax information to be affixed after recording), the Restrictive Covenant Agreement and any other documents which the Parties hereto may mutually direct to be recorded in the Official Records; and obtain conformed copies thereof for distribution to Buyer and Seller. (c) 'title Policy. Direct the Title Company to issue the `title Policy to Buyer. (d) Disbursement of Documents to Seller,. Disburse to Seller all documents (or copies thereof) deposited into Escrow by Buyer pursuant hereto. 14. Seller's Representations and Warranties. In addition to any express agreements of Seller contained herein, the following constitute representations and warranties of Seller to Buyer. (a) Power and Authority. Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated Hereby. The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (b) Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with the entering into this Agreement, the instruments referenced herein, and the consunu-nation of the transactions contemplated hereby. (c) y�, i&y. `This Agreement and all documents required hereby to be executed by Seller are and shall be valid, legally binding obligations of and enforceable against Seller in accordance with their terms. Neither the execution and delivery of this Agreement and documents referenced herein, nor the consurnniation of the transactions contemplated herein, conflict with or shall result in the breach of any terms or previsions of any contract, loan, or other agreement or instrument to which Seller is a party or affecting the Property. All consents, approvals and authorizations necessary for the execution of this Agreement and the consummation of the transactions contemplated herein by Seller have been obtained. Seller has not sold, conveyed or entered into any contract for the sale of all or any portion of the Property or any rights incident thereto, nor do there exist any rights of' first refusals or options to purchase the Property or any rights incident thereto. (d) Recitals. Tlie information containedin the Recitals is true and correct. Page 10 or 1.8 (e) No Brokers. Seller has not discussed this Agreement or the subject matter hereof with, and has not engaged in any fashion or any connection with this transaction the services of, any real estate broker, agent, or salesman, so as to create any legal right in any such broker, agent, or salesman to claim a real estate commission or similar fee with respect to the conveyance of the Property or the other transactions contemplated by this Agreement. Seller shall indemnify and hold Buyer harmless from and against any and all claims (including without limitation, court costs and reasonable attorneys` fees actually incurred in connection with any such claims) for any real estate commissions or similar fees arising out of or in any way connected with any breach of the foregoing representation. (f) Lawsuits and Claims. There are, and at the Close of Escrow there will be, no pending actions; lawsuits, claims or judicial, municipal or administrative proceedings affecting all or any portion of the Property or in which Seller is or will be a party by reason of Seller's ownership of the Property. To the best of Seller's knowledge, there are no threatened or contemplated actions, lawsuits, claims or proceedings, nor the existence of any facts which. aright give rise to such actions, lawsuits, claims or proceedings. Between the Effective Date acrd the Close of Escrow, Seller will not commence or defend any action with respect to the Property except upon such ternrs as are mut€aally acceptable to Seller and Buyer. (g) Bapkru tc�r. "There are, and at the Close of Escrow there will be, no attachments, execution proceedings, assignments for the benefit of' creditors, insolvency, bankruptcy, reorganization or other proceedings pending against Seller, and to the best of Seller's knowledge, no such proceedings are or will be threatened or contemplated against Seller. (h) Condition of Property. Seller has no knowledge, and Seller has received no notice, of any violation of Governmental Regulations relating to the Property, any existing or contemplated plan to widen. or modify any street or highway contiguous to the Property or any other plan, study or effort of the Authorities. (i) Taxes and assessments, Other than the amounts disclosed try the tax bills delivered. to Buyer by Seller, no other real property taxes have been or will be assessed against the Property for the current tax year: To the best of Seller's knowledge, no special assessments or charges have been or will be levied against the Property for any existing public Improvements or otherwise or will result from work, activities or inrproverncnts done to the Property by Seller. (l) Title. Seller is the legal fee simple Titleholder of the steal Property and has good, marketable and insurable title to the Property, free and clear of all. liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights-of-way, options, _judgments or other matters, except as disclosed by the Title Docurnents There shall be no change in the ownership, operation or control of Seller from the date hereof until the Close of Escrow. (k.) 1,10litics. BUyer shall be responsible for the cost of construction of all utility extensions required to serve the property. (1) hazardous Materials. Seller has conducted no operations on the Property. To the best of Seller's knowledge, Seller has not engaged in or permitted any dumping, discharge. disposal, spillage or leakage (whether legal or illegal, accidental or intentional) of such Hazardous Material on or about the Property or any portion thereof. page 1; of 18 (m) ]:leases and Contracts. There are, and, prior to the Close of Escrow, will be, no oral or written leases, subleases, licenses, occupancies or tenancies in effect pertaining to the Property, and no persons or entities occupy or have the right to occupy or use all or any portion of the Property. There are no service or maintenance contracts, warranties, guarantees. bonds. insurance policies or other agreements (whether oral or written) which will affect or be obligations of the Buyer or the Property following the Close of Escrow, other than the Contracts and Title Documents approved herein. At the Close of Escrow, Seller shall deliver possession of the Property to Buyer free of actual occupancy and any right of occupancy by any party, and, except as otherwise provided in Paragraph 7(a) above, all Contracts and Title Documents disapproved by Buyer will be terminated by Seller, at Seller's sole cost and expense, at or prior to the Close of Escrow. (n)Operation d Prey. Seller hereby agrees, through and including the Close of Escrow and at the Seller's sole cost and expense, that Seller will; (1) keep all existing insurance policies affecting; the Property in full force and effect; (2) comply with all Governmental Regulations and operate, use and maintain the Property in first class condition; (3) not enter Into leases or any other obligations, contracts or agreements affecting; the Property without the prior written consent of Buyer, which consent Buyer may withhold in its sole discretion; (4) not subject the Property to any liens, encumbrances, covenants, conditions, easements, rights-of-way or similar matters alter the date of this Agreement which will not be eliminated prior to the Close of Escrow, (S) not make my alterations to the property; and (6) pay in full, prior to the Close of Escrow, all bills and invoices for current financing, labor, goods, materials and services of any bind relating to the Property for the period prior to the Close of Escrow. (o) Changes. Seller shall promptly notify Buyer of any change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of Seller under this Agreement untrue, misleading, or any covenant of Buyer under this Agreement incapably: or less likely of being performed- it being understood that the Seller's obligation to provide notice to Buyer shall in no way relieve Seller of any liability for a breach by Seller of any of its representations, warranties or covenants Under this Agreement. (p) No representation, warranty or statement of Seller in this Agreement or in any document, certificate or schedule furnished or to be furnished to Buyer pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statement or facts contained therein not misleading. ,Seller's represcantations and warranties made in this Paragraph 14 shall be continuing and shall be true and correct as of the Close of l"scrow with the same force and effect as if remade by Seller in a separate certificate at that time.. They truth and accuracy of Seller's representations and warranties. rnade herein .shall; constitute a condition for the benefit of Buyer to the: Close of Escrow (as elsewhere provided herein) and. shall survive_ and shall not rnerge into, the Close of l scrow and the recording of the Orant bead in the Official Records, 15. 3t is Rgpresentations and Warran ics. in addition to the express agreements of Buyer contained herein, the following constitute representations and warranties of Buyer to Seller: (a) Power and _Authority. Buyer has the legal power, right and authority to enter into this A� -,reement and the instruments; referenced herein, and to consummate the transactions contemplated Paige 12 of 18 (b) Indemnification of Seller. Buyer hereby agrees to indemnify, defend and hold Seller harmless from and against any and all losses, damages, costs and expenses, including without limitation legal fees and disbursements, incurred by Seller as a result of a breach of Buyer's representations, warranties and/or covenants in this Agreement; provided, however, nothing contained herein shall obligate Buyer with respect to, or negate or modify any liability of Seller for a breach of, Seller's representations, warranties and/or covenants in this Agreement. 17, Notices All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered (including by means of professional messenger service) or sent by registered or certified mail, postage prepaid., return receipt requested, and shall be deemed received upon the date of receipt thereof. %/1 To Seller: The Home Depot USA, Inc. Director, Real Estate 3800 Nest Chapman Ave. Orange, CA 9286 Facsimile: 714/940-3579 And to: The Nome Depot USA, Inc. Director- Legal, heal Estate Law 3800 West Chapman Ave. Grange, CA 9286 Facsimile: 714/ 940-3632 And to: The Home Depot USA, Inc. Atte: Vice President Real Estate Law Croup 2455 Paces Derry Road, Building C-20 Atlanta, GA 30339-4024 Facsimile: 770/384-3042 With a copy to: Corporate Property Dispositions Attn: Brent Ryhlick Corporate Property Disposition, LLC 1.5101 Red Ilill Ave. #210 Tustin, CA 92780 Facsimile: 714 /259-0970 Page 14 of 18 To Buyer: San .Tuan Capistrano Community Redevelopment Agency Atte: Dave Adams, Executive Director 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Facsimile 949/488.3874 To Escrow Holder: Notice of change of address shall be given by written notice in the manner detailed in this Paragraph 17, 18. No Broker _„Com.m..ission. Seller shall not pay any broker commission as a part of this transaction. 19. Rcquircd Action_s_of Bu cj- and Seller. Buyer and Seller agree to execute all such instruments and documents and to tame all actions pursuant to the provisions hereof in order to consummate the purchase and sale herein contemplated and shall use their best efforts .to accomplish the Close of Escrow in accordance with the provisions hereof. 20. Entry. Buyer and Buyer's representatives, agents and designees shall have the right, at reasonable tunes and upon reasonable notice to Seller to enter upon the Property, at Buyer's own cost, for any purpose in connection with its proposed purchase, and the right to make such inspections, investigation,, and tests as Buyer may elect to make or obtain. The exercise by Buyer of any of the preceding or any zither act- of Buyer shall not negate any representation, warranty or covenant of Seller or modify any of Buyer's rights or Seller's obligations in the event of any breach by Seller of aay of its representations, warranties or covenants under this Agreement. Buyer hereby indemnifies Seller from any and all liabilities and losses (including mechanics' liens) arising out of any such entry by Buyer or its agents, designees or representatives. 21. Legal and Equitable Enforcement of this Agreement. (a) Defar It by Se.Her. In the event of the default or breach by Seller of any of its obligations, covenants, representations or warranties under this Agreement, Buyer shall have the right to pursue any remedy available to it at law or equity, including the specific performance of this Agreement. (b) Default by Buer. (i) IN ' 1*1' FIVFNI ” HE CLOSINCT AND TTIE CONSUMMATION OF TIDE TRANSACUONS HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF,BUYER. BUYER ANIS SELLER AGREE THAT IT WOULD BE IMPRACTICAL ANT) F"XTREWLY DIFFICULTTO ESTIMATE THE DAMAGES W141CI-I SELLER. MAY SUFFER. T111a ✓lrtOR ?, BUYER AND SELLER DO HEREBY AGREE; THAI` A REASONABLE ESTIMATE OF THF TOTAL NIST DETRIMENT THAT SELLER WOULD N -c 15 of' 18 SUFFER IN T1IE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE P1t9FV1QrqjS AND SHALL BE THE ,TOTAL SUM OF ONE PERCENT (1%) OF THE STATEP'PURC A' PRICE. s Initials Seller's Initials (ii) PI RSUAN"T `ro C:IVIL CODE SECTION 3389, SELLER RESERVES ITS RIGHTS TO SPECIFIC PERFORMANCE OF THE AGREEMENT A`I' SI I..LER'S DISCRETION IN THE EVENT 01, BUYER'S BREACH. 22. Assi rmignt. Buyer may not assign its rights under this Agreement without the express written consent of Seller. 23. Miscellaneous. (a) Partial ity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application'of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. (b) Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. (c) Survival of Representations. The covenants, agreements, representations and warranties; made herein shall survive the Close of Escrow and shall not merge into the Grant Deed and the recordation thereof in the Official Records. (d) Term. This Agreement shall remain in full force and effect until mutually rescinded by the Parties. (e) Professional Dees. In the event of the bringing of any action or suit by Seller, Buyer and/or Escrow ]folder aq-,,ainst another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the ether party arising out of this Agreerlrent, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including actual attorneys' tees, accounting and engineering fees, and any other professional fetes resulting therefrom. (� mire Are nc nt. This Agreement (including all Exhibits attached hereto) is the final expression of, and contains the entire agreement between the Parties with respect to the sutijcct matter hereof and supersedes all prior understandings with respect thereto, This Agreement may not be modified, changed, supplcmented or terminated, nor may any obligations hereunder be waived, except by written instrunient signed by the party to be charged or by Its agent duly authorized in writing or as otherwise expressly permitted herein. The Parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the Parties hereto. Page. 16 of IS (g) Time of Essence. Seller and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every terra, condition, obligation and provision hereof and that failure to timely perforin any of the terms, conditions, obligations or provisions hereof by either party shall constitute a material breach of and a noncurable (but waivable) default under this Agreement by the party so falling to perforin. (h) Construction. headings at the beginning of each paragraph and subparagraph are solely for the convenience of the Parties and are not a part of the Agreement. VVfrenever required by the context of this Agreement, the singular shall include the plural and the rnascul.ine shall include the feminine and vice versa. This .Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as it. both. Parties had prepared the same. Unless otherwise indicated, all references to paragraphs and subparagrapbs are, to this Agreement. All exhibits referred to in this Agreement are attached and incorporated by this reference. In the event the date on which Buyer or Seller- is required to take any action under the terms of this Agreement is riot a business day, the action shall be taken an the next succeeding business day. (i} CYL)_y rninE LaNv. The Parties hereto acknowledge that this Agreement has been negotiated and entered into in the State. The Parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the state of California. (�} Cc>Lgqerpar ls. This Agreement pray be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. (k) Negotiated Transaction. The provisions of this Agreement were negotiated, drafted and prepared by all the Parties, hereto and no party shall be deemed to have been the author of any particular terra or conditions contained herein. (1) Amendment. Neither this Agreement nor any provision hereof' may be Changed, amended. nioditied, waived or discharged orally or by any course of dealing, but only by an instrument in writing signed by the party against which enforcement of the change, amendment, modification, waiver or discharge is sought. (n) (: aption-s_ All captions, headings, paragraph and subparagraph numbers and letters are solely for reference purposes and shall not be deemed to be supplementing, limiting, or otherwise varying the text of this Agreement. (n)`icy rGt>ilii_y. The invalidity or unenforceability of a particular provision of this Agreement shall riot affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were oi.nitted.. {o) Mite for Performance. if the tirne period by which any right, option or election provided under this Agreement must be exercised, or by which any act required. hereunder must be performed, or by which the. Closing must be held. expires on a Saturday, Sunday or legal or bank holida_y, thea such time period shall be automatically extended through the close of business «n the next regularly scheduled business day. t'zi�-e 17oC18 f hereby. The individuals executing; this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (b) Requisite Action. All requisite action (including but not limited to governmental authorities and notices) has been taken by Buyer in connection with the entering into this Agreement. and the instruments referenced herein, and the consummation of the transactions contemplated hereby. (c) YV lic%_ity. This Agreement and all documents required hereby to be executed by Buyer are and shall be valid, legally binding obligations of and enforceable against Buyer in. accordance with their terms. Neither the execution and delivery of this Agreement and documents referenced herein.. nor the consummation of the transactions herein contemplated, conflict with or result in the breach of any terms, conditions or provisions of any contract, loan, or other agreements or instruments to which Buyer is a party. All consents, approvals and authorizations necessary for the execution of this Agreement and the consunnnation of the transactions contemplated herein by Buyer have been obtained. (d) No Brokers. Buyer has not discussed this Agreement or the subject matter hereof with, and has not engaged in any fashion or any connection with this transaction the services of, any real estate broker, agent, or salesman, so as to create any legal right in any such broker, agent, or salesman to claire a real estate commission or similar fee with respect to the conveyance of the Property or the other transactions contemplated by this Agreement. Buyer shall indemnify and hold Seller harmless from and against any and all claims (including without limitation, court costs and reasonable attorneys' fees actually incurred in connection with any such claims) for any real estate commissions or similar .fees arising out of or in any way connected with any breach of the foregoing representation. (e) General Representation, Norepresentation, warranty or statement of Buyer in this Agreement or in any document, certificate or schedule furnished or to be furnished to Seller pursuant hereto contains or will contain any untrue statement or a material fi�rct, omits or will omit to state a material fact necessary to make the statements or facts contained therein not misleading - Buyers representations and warranties made in this paragraph 15 shall be continuing and shall be true and correct as of the Close of' Escrow with the same force and effect as if remade by Buyer in a separate certificate at that tinie. The truth and accuracy of Buyers representations and warranties made herein shall constitute a condition for the benefit of Seller to the Close of Escrow and shall survive, and shall not merge into, the Close of Escrow or the recordation of the Grant Beed In. the Official Records. 16. Indemnification. (a) Indcnxnificatior of 1� yer. Seller hereby agrees to indemnify, defend and bold Buyer harmless frorn and against any and all losses, damages, costs and expenses, including without limitation legal fees and disbursements, incurred by Buyer as a result of a breach of Seller's representations, warranties and/or covenants in this Agreement-, provided, however, nothing contained herein shrill obligate Seller with respect to, or negate or modify any liability of Buyer for a breach of, Buyer's representations, warranties and/or covenants in this Agreement. Page 13 of 18 (p) Force and Effect. The submission of this Agreement to Buyer for examination or consideration does not constitute an offer to sell the Property, and this Agreement shall become effective, if at all, only upon the full and mutual execution and delivery thereof by Seller mid Buyer. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year hereinabove written. "Buyer" San ,Juan Capistrano APPROVED AS TO FORM: Sohn R. Shaw, Esti. Redevelopment Agenc- Counsel J ohhR. Shaw. Esq. ATTEST: ST: g, fret R. Monahan, Agency Secretary ":Seller" The Home Depot USA, Inc., a Delaware Corporation i$y_ _.. — Name K. Jerh j J'itle rector Lega 7.568-001%agreements% Home Depo purchase agreeement - Finai.doc Page 1.8 of 1.8 !.90 EXHIBilf ;i All LP -1127.1-a -ES-20101 �T'pTi 0 ti -1 ALL THAT CERTAlY !.-kND LZit-IG OVI R A OF TEE PIRYOR HOMESTF-kD TRACT, IN THE RIAXCHO BOCA DL 1A �IIAY n i�i CITY OF 'TUAN CAPISTP-WO, COtJNTY OF OR-kNGE, STATE OF CALIFORNIA, AS PER YAP OF PARTITIOR 0? SAID TRACT IN TFM DECAL" OF THE SUPI=CR COURT 01 THL' STATE OF C2;LIFORNJA IN ASD FOR THE COUNTY OF ORANGE nN CASE !No. 1-2-10 AS SAID LXND IS MORE PARTICULARVZ DESCRIBED AS FOLLOWS-, . BEGINVING AT THE !NT-FRSEZTION OF TiCE CENTERL-INE OF DEL OBISPO STREET AND THE CEt7lBRLINE OF STONEHI!j: DRIVE AS SITON-9 11T TRACT NO, 11074, RECORDED r;,.T BOOK 474, PAGtS 35 THROUCyli 38 OF MISCELLANFOUS MAPS 11: THE 6�F.ICZ OF SAID WIMNGE COUNTY RECORDZRr THZNSZ 575'421010EI 1418.,74-TEET ALONG SAXD CENTMItrz' OF STOINERILT, DXIW� TO A TA14GENT CURVE CONCAVE SOUTHERLY AIND HAVING A RA-DIUS OF 2Q0.0.Cao -:-` FLET, THENCE' -EASTERLY ALONG SAID CURVE THROUaR A CENTRAL ANrtv- 6F, 63'48 t 240 W, ARC DISTANCE OF 132.89 FEET TO A TAGEXT tzn; TITEVINCE, c4W'NIG SAID LINE 572'51038"E, 7-52.83 FEE;7'TO THE INTERSECTION W71Vh-' X T'HE WEST LIRn OF TfiZ ATCHISON, TOR8RA KM SANTPL FE RAILROAD COMPANY RIGRT-OF-WAY , 1010.CD FEET WIDE; TREE CZ &LONG ShID WEST LINZ N16*47135"E, 48.00 FEET Ta T5—r TRUE POINT OF BEGINNING, SAID r_01111T 'BEING ON THE NORTH LINE 07 SAT D STONEXII-L DnIVE; TIMNCE ANG SAID NORTH LINE N72 * 53 1 38 11W, 87 . Ll 4 F?ET t, VRIFFMCE N17' 06122"E, 4. 00 FEET; qli-_9CF COITTINUING ALO,�G SXV) !v"ORTH LINTE 2:7.65 FE -ET TC, POINT ON A N09-TANGFITT CURVE CONCAVE WEST A1Xf) FAVTX;�` A PADIUS Or" 4170.00 FEET, SAID CURVE ALSO BEING Tn tASTIZE'RLY LINE DF THE I. D!" oll.' TITIE COUNTY OF QP_kNGE AS DESCRIBED IR T"& CEL NO. 125.3 OF THAT CERTAIV M'4ML ORDER OFF CONDEMNATION, SUPPRIOR COURT Ci&ISF, NO, 62-69- 63, P. CERTIFIED con Or BICE WAS RZCORDED OCTOBER 5, 1,994 AS ENSTPMENT NO. 94-0596C_55 OF WFFICIAL i�CORDS, A RADIAL LINE TFRoJGH SAID POT),ZT SEAR8 975'41'07"W; TICENCL NORT'HERLY ALONG SAID CURVT TPROtlC�%' A CENT -PAL ANGLE Or o2�2'(1911 P.N A.Rc: DIS-LANCF, OF 196.69 FEET TO A TANTGVNT LINE; THENCE t%I-ONG SAInL Llli� NII'SG'44 92.90 FEET TO TBE SOUTHERLY LITE:OF THAT CERTkI24 =lD DESCRIBED VER. DEED RECORDED YARCH 4, 1905 IN BOOX 111, PAGE 202 OF DtrDS, prCoRus OF OFAINTGE COUNTY, THENCE ALONG SAID 1,11NE 'S65'1,5141"E, 11150.35 FEE:. To THE WEST LnNE OF SAID XTCHISOR, TOP33Fk AND S -STA FE PAILF,0,k!) TIFILNCE Aj_09�x SAID LINn 246.09 FEET TC "fm "RUE POINIT OF CONTAINING! 8,q-,955.9 SQUARE FZ2T OR 2,042 ACRES Doc;S,700'.LEG 1126/99 E X"y H I B I T A I ftLVA N Restrictive Covenant For a period of twenty (20) years from the date this Deed is recorded in the Official Records of Orange County, California, no portion of the property shall be used for a retail home improvement center or for any business which sells, displays, ]cases, rents or distributes the following items or materials, singly or in any combination: lumber, hardware, tools, plumbing supplies, pool supplies, jacuzzis and hot tubs, electrical supplies, paint, wallpaper and other wallcoverings, windows, window treatments (including draperies, curtains and blinds), kitchen or bathrooms or components thereof (including tubs, sinks, faucets, mirrors, cabinets, showers, vanities, countertops and related hardware), hard and soft flooring (including file [including ceramic tile:N, wood flooring, rugs and carpeting), siding, ceiling fans, gardening anti garden nursery supplies, artificial and natural plants, outdoor cooking equipment and accessories, patio furniture and patio accessories, Christmas trees, indoor and outdoor lighting systems and light. fixtures, cabinets and unfinished and finished furniture, kitchen and household appliances, closet organizing systems, pictures or picture framing, interior design services, or other products generally sold in a retail home improvement center, except for the incidental sale of such items. An "incidental sale of such items" is oric in which there is n.o more than the lesser of (i) five percent (5%) of the total floor area of such business, or (ii) 1,000 square feet of sales and/or display area, relating to such items individually or in the aggre-ate. By way of example but not limitation, as of the date of recording of this Deed stares operated under the following trade nartres each constitute a retail home improvement center: Home Depot, Lowe's, Menard's, .Ace Hardware, Sutherlands, H.S. Farrell, Flader Hardware, Lumbermen's Building Centers, Denaults and United Building Centers. 1 *44114 go. r r 1. r Recording Requested by and When Recorded Return to: City of San Juan Capistrano Attn: City Clerk 32400 Paseo Adelanto San Tuan Capistrano, CA 92675 [F xerript from. Recording Fees/G.C. Sec. 61031 DECLARA'T'ION OF USE RESTRICTION (Assessor's Parcels # 121-240-39 and 121-240-73, County of Orange, California) This Declaration of Use Restriction (hereinafter "Declaration") is made as of 2006 by the San Juaj Capistrano Comnrunity Redevelopment agency, a public body corporate and politic (hereinafter "Agency"), Declarant hereby covenants for its successors and assigns as follows: RECITALS, Agency owns fee title to Assessor's Parcels Numbers 121-240-39 and 121-240-73 ("the Agency's Property") located within the City of San Tuan Capistrano; Agency has purchased from the 1Ionic Depot Corporation ("Home Depot") Assessor's Parcels Numbers 121-253-13 and 121-253-15 which adjoins the Agency's property under a purchase agreement dated March 21, 2006; Agency has covenanted with Horne Depot in the: purchase agreement that Agency, and its successors, assigns and transferees, shall not permit the construction or operation of a large retail home improvement center, as more particularly' described. below, with respect to the use of Assessor's Parcels Numbers 121-240- 39 and 121-240-73. The covenant is to take the form of this restrictive covenantldeclar rtir}rr of use restriction. Agency has further covenanted to cstabiish the use restriction fora period of t«°enty (20) years for this Agency property. This Declaration is therefore intended to implement the restrictive covenant pro-vided for in paragraph 7 of the purchase agreement. 2. FS`I'ABLISHMENT OF USE RESTRICTION, ],or a period of twenty (20) years from March 21, 2006, Declarant., and its successors, assigns and transferees, shall not utilize, construct or otherwise operate on the Agency's Property a retail home improvernerlt center ("Retail Home Improvement Center"). A retail Home Improvement Center is a large retail outlet or store which offers a wide variety and different classifications of products relating to Dome improvement. A Retail Home Improvement Center is also characterized by a large industrial style building and operations with footprints of up to 200,000 square feet. Retailers and other businesses offering products and services in a much more narrow range of the total spectrum of the retail. home improvement center- industry, and typically with sinaller footprints would not be within the definition of a Retail Home Improvement Center. By way of example but not limitation, as of the date ofrecording of this Declaration stores operated under the following trade mantes each constitute a Retail f-lonic Improvement Center: Home Depot, Lowe's, Menard's, Ace Hardware, Sutherlands, H.S. Harrell, Mader Hardware, Lumbermen's Building Centers, and United Building Centers. By way of example but not limitation, as ofthe date of recording of this Declaration, a store such as that operated in Sart .luau Capistrano under the trade name, De,naults, is nota Retail Horne Improvement Center, SUCCESSORS AND ASSIGNS. This Declaration shall run with the land and bind all of Declarant's successors, assigns and tr<utsfcrees for the term of this Declaration. The legal description of the Agency Property, subject to the restriction, is attached hereto as Exhibit "A" INT WITNESS WHERI-7.0 ,"the undersigned. has executed this instrument as of the date above written. .Attest: Margaret R. Monahan Agency Secretary Declarant, San Juan Capistrano Community Redevelopment Agency BY: Joe Soto, Chairman Approved as to Form: E r ohrt lam. Shaw, Agency Counsel LEGAL DESCRIPTIONS ASSESSOR'S PARCEL NO. 121-240-39 BEGINNING AT THE NORTHEAST CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO ALBERT PRYOR ARID CRISTINA S. LANDELL BY DEED RECORDED MARCH 4, 1905 IN BOOK 111, PAGE 202 OF DEEDS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SAID POINT BEING THE SOUTHEAST CORNER OF THE NORTHERLY 59 '/2 ACRES ALLOTTED TO ROSA A. DE PRYOR, CASE NO. 1210, SUPERIOR COURT OF SAID COUNTY ARID RUNNING FROM SAID POINT OF BEGINNING SOUTH 80 DEG. 20'30" EAST ALONG THE EASTERLY EXTENSION OF THE SOUTH LIME OF SAID 59'/2 ACRES, 300.40 FEET TO A POINT IN THE CENTER LINE OF THAT CERTAIN RIGHT OF WAY DEEDED TO THE STATE OF CALIFORNIA BY DEED RECORDED JUNE 29, 1929 IN BOOK 293, PAGE 150 OF OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEING NORTH 38 DEG, 54' EAST 396.30 FEET FROM THE SOUTHERLY END OF A 1555.303 FOOT TANGENT LIFE AS DESCRIBED IN SAID DEED, THENCE SOUTH 38 DEG. 54' 'WEST 396.30 FEET ALONG SAID CENTER LINE TO THE BEGINNING OF A TANGENT CURVE; THENCE ALONG A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 2000 FEET, THROUGH AN ANGLE OF 10 DEG. 57'51 " A DISTANCE OF 382.72 FEET TO THE EASTERLY LINE OF A PARCEL OF LAND CONVEYED TO ALBERT PRYOR BY DEED RECORDED JULY 24, 1929 IN BOOK 294, PAGE 162 OF SAID OFFICIAL RECORDS; THENCE SOUTH 13 DEG. 32' WEST 192.34 FEET, MORE OR LESS, ALONG SAID EASTERLY LINE OF SAID LAST MENTIONED PARCEL OF LAND TO AN IRON PIPE AT THE SOUTHEASTERLY CORNER OF SAID PARCEL; THENCE NORTH 66 DEG. 19' WEST 697 FEET PARALLEL TO THE SOUTHERLY LINE OF SAID PARCEL OF LAND DESCRIBED IN SAID DEED RECORDED IN BOOK 111, PAGE 202 OF DEEDS, RECORDS OF SAID COUNTY TO THE CENTER LINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY; THENCE NORTHERLY ALONG THE SAID CENTER. LINE 76 FEET TO A POINT; THENCE NORTH 66 DEG. 19' VILEST 745.10 FEET TO THE SOUTHEASTERLY CORNER OF THE PARCEL OF 1.6384 ACRES CONVEYED TO JOHN O. FORSTER BY DEED RECORDED MAY 29, 1931 IN BOOK 4803, PAGE 4033 OF SAID OFFICIAL RECORDS; THENCE NORTH 9 DEG. 35' EAST ALONG THE. EASTERLY LINE OF SAID LAST MENTIONED PARCEL 453.84 FEET TO THE !NORTHEAST CORNER THEREOF; THENCE SOUTH 80 DEG. 20'30" EAST 1450.34 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION LYING EASTERLY OF THE WESTERLY LINE OF THE 100 FOOT RIGHT OF WAY OF THE ATCHINSON, TOPEKA ARID SANTA FE RAILROAD. Page 1 of 2 ALSO EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED IN THE DEED TO THE ORANGE COUNTY FLOOD CONTROL DISTRICT, RECORDED JANUARY 28, 1963 IN BOOK 6409, PAGE 742 OF SAID OFFICIAL RECORDS. ASSESSOR'S PARCEL NO. 121-240-70 BEGINNING AT A 4 x 4 REDWOOD POST MARKING THE SOUTHEAST CORNER OF THE LAND CONVEYED TO ALBERT PRYOR AND CHRISTINE LANDELL BY DEED RECORDED IN BOOK 111, PAGE 202 OF DEEDS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 5 DEG. 30'30" EAST 341.14 FEET ALONG THE EASTERLY LINE OF SAID PARCEL, BEING THE EASTERLY LIFE OF THE PRYOR HOMESTEAD AS SAID EASTERLY LINE IS SHOWN ON A MAP FILED IN BOOK 3, PAGE 59 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TO AN IRON PIPE; THENCE NORTH 13 DEG. 32' EAST 240.03 FEET ALONG SAID EASTERLY LIFE TO AN IRON PIPE; THENCE NORTH 66 DEG. 19' WEST 697.00 FEET, PARALLEL WITH THE SOUTHERLY LINE OF SAID LAND OF LANDELL AND OTHERS, TO THE CENTER LINE OF THE ATCHINSON, TOPEKA AND SANTA FE RAILROAD; THENCE NORTERLY ALONG SAID CENTER LINE 76.00 FEET; THENCE FORTH 66 DEG. 19' WEST 400.00 FEET PARALLEL WITH SAID SOUTHERLY LINE. THENCE SOUTH 23 DEG. 41' WEST TO SAID SOUTHERLY LIFE; THENCE SOUTH 66 DEG 19' EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION LYING EASTERLY OF THE WESTERLY LIFE OF THE 100 FOOT RIGHT OF WAY OF THE ATCHINSON, TOPEKA AND SANTA FE RAILROAD. Page 2 of 2 YY R�It kJ E rst Antericaii Title Co.rsapany 2 First Amcriea a Way - Sanbi Ana, CA 92747 Bgyv?s Esrima ted Settlement Statement Property- APN's: 121-253-1.3 & 121-253-15, San han File No: OSA-2278445 Capistrano, CA Officer: Robert BenaventefRO3 New Loan No: 17-001452MC Settlement Hate. Dtshursmtaent Date, 04/24/2006 Pfint Date: 4/20/2006, 10:18 AM Rayer: San Juan Capistrano Redcvelopaxaent Address: attn: Dou0las Du€nhart, 32400 Paseo Adelanto, Sa€a Japan Capistrano, CA 92675 Seller: Home Depot U -SA., Inc. Address: attn: Director, Real Estate, 3800 West Chapman Avenue, Orange, CA 92868 Bever Credit I TOWS I 5,100,000.00 1 5, r 00,000.00 1 Notice - This Estimated Settlement Statement is subject to changes, corrections or additions at the time of final computation of the Settlement Statement.. San Juan Capistrano Redevelopment Agency, a California municipal agency By: its, Authorized Signer Page $ of 1 RESOLUTION NO. CRA 11-06-21-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, SAN JUAN CAPISTRANO, AUTHORIZING THE EXECUTIVE DIRECTOR AND FINANCE OFFICER TO RENEW THE EXISTING LOAN AGREEMENT FOR LOWER ROSAN RANCH PROPERTY (FARMERS AND MERCHANTS SANK) (APN #121-253-13 AND 121-253-15,) WHEREAS, the San Juan Capistrano Community Redevelopment Agency ("Agency„) is engaged in activities necessary to execute and implement the Redevelopment Plan for the Central Redevelopment Project Area; and, WHEREAS, in the furtherance: of the objectives of the California Community Redevelopment Law (California Health and Safety Cade Section 33004 et $eq.), the Agency acquired parcels #121-253-13 AND 1.21-253-15 on April 22, 2006 for $5.1 million; and, WHEREAS, the Agency secured financing for the acquisition through a loan agreement with Farmers and Merchants Bank; and, WHEREAS, the Agency extended the original financing from June 30, 2008 to .lune 30, 2011; and, WHEREAS, the Agency desires to renew the existing loan agreement for another five years, to include monthly principal and interest payments. NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the San Juan Capistrano Community Redevelopment Agency, San ,Juan Capistrano does hereby; Section 1: Authorize the Executive Director and Finance Officer of the Agency and direct the execution of all documents necessary to secure short term financing, based on the terms outlined in Exhibit A. MASSED, APPROVED, AND ADOPTED this 21st day of June 2011 ATTE% MAIM *OR'RIS, ADEN ' SECRETARY T �?ZL LAURA FREESE, CHAIRMAN 6121/2011 STATE OF CALIFORNIA ) COUNTY OF ORANGE )ss. CITY OF SAN JUAN CAPISTRANO j 1, MARIA MORRIS, appointed Agency Secretary of the Community Redevelopment Agency of the City of San Juan Capistrano, do hereby certify that the foregoing Resolution No. CRA 11-06-21-01 was duly adopted by the Board of Directors of the Community Redevelopment Agency at a regular meeting thereof, held the 21st day of June, 2011 by the following vote: AYES: DIRECTORS: Allevato, Kramer, Taylor and Chair Freese NOESIRECTORS: Reeve ABSEf IIRECTORS: None MARIA%INNS, Agency 2 1 6/21/2011 May 2%, 2011 M', CynflN-� Russet! (-'Nef Fnanciai Officer C;Y 324011 P�Seo Adelarito C,Eir, Juan Caoisfrano CA 92'6,7, Dear Ms, Russell, MerChants Banis pleased tcs present jt)e renewal of credf as oufl; ined tai ovv., Credit faciitv describ ' ed .[q this letter rernains subject to tl' Rank's final credit appravai, rejection, or n-nd.ffiLatin n , BORROTJER� GU ft3f S: CREDIT FACILFEY: Amount, Term, fnterc-q ?batt: San Juan 'C'apiqtrano CommtNY RedevelopmE.:,,nt Agency None Points, $4 .10U00 — re-docurnentatiorr of existing loan ft 9010094,308 f-'snorflIze, over 18ornonihs with a maturity of 60 months i7jXed at 5,25% with monthly payment approx, $32,G55.99 $500.00 1 None prapaymililf. penalty: None COLLATERAL Fircsf deed of trust OP, vacant!arid PrWelrlzY focated �qt Stanehili Dnve, San Juan Cap!W9,no CA. AP 121-240-'3391 73, 76 & 123,253-13, 15 LOAN AGREEMEN71' The Gre6t facility wift be subjed.- to a standard Bur �gjne5s Loan Agreement that 'w'Wind'u,de the FoOowing Monitoring requ !i . reamenf� and timely recemt Of Perio6flm4ncial informaticn r,Qg 2rding the Borrower and Guava-ntor'sl $1 Annua't submiisicn 0' CPA aUdifed fiscal ;react' end state me'rllts. EXHIBIT A CONDITIONS PRECEDENT; Recei ' rt and review o�f ail refevarjt jnf�,rnjatiorr and flr@� Bank a PROV P"I I efter �s intended for use by Sar, jU2r� Cari' trBtlo QOMMurnty Redevelopment Agency far r urr)Ge of discussior, and may not be distributed, reproduced, !righof,-- or part or used for any at` e" PurPO,e without the expressed Written cansent of Bank. VV8 at Fam'iers Mer[ Chants Bank are working on youf !0an renewat and look forward to a trrrreTy dosing. Pir.qt Vice President .. ......... . . 3�1q .9 6 CRA 6/21/2011 AGENDA REPORT TO: Dave Adams, Interim Executive Director FROM: Cindy.Russell, Finance Officer SUBJECT: Consideration of Renewal of Loan Agreement for Assessor's Parcel Numbers (APN's) 121-253-13 & 15 (Lower Rosan Ranch) (Farmers and Merchants Bank) RECOMMENDATION: By motion, adopt a resolution authorizing the Interim Executive Director and Finance Officer to execute the loan documents for the renewal of the existing loan agreement with Farmers and Merchants Bank for the Lower Rosan Ranch property, (APN 121-253- 13 &15) based on the terms provided as Exhibit A to the Resolution. SUMMARY: On April 22, 2006, the Agency acquired 2+ acres off of Stonehill Drive, along the frontage of the Agency -owned Lower Rosan Ranch property. The property was acquired in order to provide access to the existing Agency -owned property and assemble the area for future development. The property was acquired for $5.1 million and financed through a short-term interest only loan with Farmers and Merchants Bank (F&M). The original loan was for just over two years maturing on June 30, 2008 with a variable interest rate at 150 basis points below prime. At the onset of the agreement the interest rate was 6.75% or approximately $345,500 annually. In May 2008, the Agency was still working to assemble and annex the last parcel along the flood control to complete the developable area. At that time, the Agency extended the interest only loan agreement with F&M for another three years to June 30, 2011. The interest rate was fixed at 5.75%, or approximately $295,000 annually. Anticipating that the property disposition would not be determined prior to the June 30, 2011 maturity of the loan, staff contacted F&M to evaluate the ability to renew the loan agreement. As part of the May 3, 2011 budget update report, staff recommended the loan be extended until the disposition of the property is finalized. Additionally, staft recommended that $1 million be paid down on the principal amount and that future payments be principal and interest as opposed to interest only. The $1 million principal payment has been made and the terms of the renewal of the loan agreement would be as follows: Amount: $4.1 million — re -documenting of existing loan #9010094308 Term: Amortize over 180 months, with a maturity of 60 months Agenda Report Page 2 June 21, 2011 Interest Rate: Fixed at 5.25% with monthly payment of approximately $32,958.99 or $395,000 annually Prepayment Penalty: None If the property is sold, the entire loan outstanding at that time would be retired. The amount outstanding at the end of five years would be approximately $3.07 million. Staff recommends the Agency adopt a resolution authorizing the Executive Director and Finance Officer to execute the necessary documents for renewing the loan agreement pursuant to the terms provided as Exhibit A to the resolution. FINANCIAL CONSIDERATIONS: The FY 2011112 includes the principal and interest payments on this loan renewal at $395,000. Projected tax increment is sufficient to continue to fund these payments until the disposition of the property is determined. BOARDICOMMISSION REVIEW: Not applicable. NOTIFICATION: O.J. Gause, Farmers and Merchants Bank, San Juan Capistrano By motion, adopt a resolution authorizing the Interim Executive Director and Finance Officer to execute the loan documents for the renewal of the existing loan agreement with Farmers and Merchants Bank for the Lower Rosan Ranch property, (APN 121-253- 13 &15) based on the terms provided as Exhibit A to the resolution. Respectfully submitted, Cindy Russell Finance Officer Attachment - 1 . ttachment:1. Resolution RESOLUTION NO. CRA 11-06-21- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, SAN JUAN CAPISTRANO, AUTHORIZING THE EXECUTIVE DIRECTOR AND FINANCE OFFICER TO RENEW THE EXISTING LOAN AGREEMENT FOR LOWER ROSAN RANCH PROPERTY (FARMERS AND MERCHANTS BANK) (APN #121-253-13 AND 121-253-15.) WHEREAS, the San Juan Capistrano Community Redevelopment Agency ("Agency") is engaged in activities necessary to execute and implement the Redevelopment Plan for the Central Redevelopment Project Area; and, WHEREAS, in the furtherance of the objectives of the California Community Redevelopment Law (California Health and Safety Code Section 33000 et seq.), the Agency acquired parcels #121-253-13 AND 121-253-15 on April 22, 2006 for $5.1 million; and, WHEREAS, the Agency secured financing for the acquisition through a loan agreement with Farmers and Merchants Bank; and, WHEREAS, the Agency extended the original financing from June 30, 2008 to June 30, 2011; and, WHEREAS, the Agency desires to renew the existing loan agreement for another five years, to include monthly principal and interest payments. NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the San Juan Capistrano Community Redevelopment Agency, San Juan Capistrano does hereby: Section 1: Authorize the Executive Director and Finance Officer of the Agency and direct the execution of all documents necessary to secure short term financing, based on the terms outlined in Exhibit A. PASSED, APPROVED, AND ADOPTED this 21 st day of June 2011. LAURA FREESE, CHAIRMAN ATTEST: MARIA MORRIS, AGENCY SECRETARY May 27, 2011 Ms. Cynthia Russell Chief Financial Officer City'Treasurer 32400 Paseo Ade[anto San Juan Capistrano CA 92675 Dear Ms, Russell-, Wars Merchants I --armers & Merchants Bank is pleased to present the renewal of credit as outlined Wow. Credit facility described in this letter remains subject to the Bank's final credit approval, rejection, or s'nodification. BORROWER: San Juan Capistrano Community Redevelopment Agency GUARANTORS- None CREDIT FACILITY: Amount: $4,100,000 -- re-doCLImentation of existing loan # 9010094308 Term- Amortize over 180 months with a rnaturity of 60 months Interest Rate, Fixed at 5.25% with monthly payment approx. $32,958,99 Documentation Fees.. $500 00 Points: None Prepayment Penalty: None COLLATERAL. First deed of trust on vacant land property Iocated at Stonehill Drive, San Juan Capistrano CA. APP 121-240-39, 73, 76 & '123-253-13, 15 LOAN AGREEMENT- The credit facility will be subject to a standard Business Loan Agreement that will include the foilowing monitoring requirements and timely receipt of periodic financial inforrnaflor� regarding the Borrower and Guarantors. e Annual Submission of CPA audited fiscal year end statements, SAN JUAN CAPS RANO, CA Q-2675 (949) 488-85r0 CONUTIONS PRECEDENT: Receipt and review of all relevant information and final Bank approval, This letter is intended for use by Sar; ,duan Capistrano Community Redevelopment Agency for purpose of disc€jssjon and may not be distributed, reproduced, in whole or part or used for any other purpose without the expressed written consent of Bank. We at Farmers & Merchants Bank are working on your loan renewal and look forward to a til-nely closing. sincerely, ""OJ Cause First dice President Regional Manager SAN JUANI CANSTRANO, CA 92676 (949) 488-8650 f,; TV QIr Wh JG AN [,'hPfi-'s'I'Y2 rS"w'iS — � 1 EP�a.lita'fiM9i¢¢tt€ Fi�'�i?Hi X144^ Y> EE¢Paa =� X74 E'Y` 051USAN 5IiA?S C'AI'ISTRANR) `. NOTIFICATION OF MEETING OF POTENTIAL INTEREST SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY The Board of Directors of San Juan Capistrano Community Redevelopment Agency will meet at 6:00 p.m. on Tuesday, April 5, 2011, in the City Council Chamber in City Hall, to consider: "Consideration of Renewal of Loan Agreement for Assessor's Parcel Numbers (APN's) 121-253-13 & 15 (Lower Rosan Ranch) (Farmers and Merchants Bank)" — Item No. B4. If you have specific thoughts or concerns regarding this item, you are encouraged to participate in this decision making process. You can communicate with the Board of Directors through correspondence addressed to the Board and/or by attending the meeting and speaking to the Board during the public meeting. Correspondence related to this item must be received at the City Clerk's office by 5:00 p.m. on Monday, April 4, 2011, to allow time for the Board to consider its content. If you would like to speak at the meeting, please complete a yellow "Request to Speak" form found inside the entrance to the Council Chamber. This form is turned in at the staff table, just in front of the Council dais. You will be called to speak by the Chairman when the item is considered. You have received this notice at the request of the City staff member Cindy Russell, f=inance Officer. You may contact that staff member at (949) 443-6301 with any questions. The agenda, including agenda reports, is available to you on our web site: www.sanjuancapistrano.org. If you would like to subscribe to receive a notice when agendas are posted to the web site, please make that request by sending an e-mail to: cit clerk saa uanca istrano.or . Maria Morris, CMC City Clerk cc: O.J. Gause, Farmers and Merchants Bank, San Juan Capistrano 32400 Paseo Adehanto * San Juan Caphirm o Cafifornii 92675 049) 03.1171 RESOLUTION NO. CRA 06-04-18 02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, SAN JUAN CAPISTRANO, AUTHORIZING THE EXECUTIVE DIRECTOR AND FINANCE OFFICER TO SECURE FINANCINGFOR THE ACQUITION OF HOME DEPOT'S PROPERTY (APN #121-253-13 AND 121-253-15.) WHEREAS, the San Juan Capistrano Community Redevelopment Agency ("Agency") is engaged in: activities necessary to execute and implement the Redevelopment Plan for the Central Redevelopment Project Area; and, WHEREAS, in the furtherance of the objectives of the California Community Redevelopment Law (California Health and Safety Code Section 33000 et $eq.), the Agency approved a Purchase and Sale Agreement on March 18, 2006 for the acquisition of parcels #121-253-13 AND 121-253-15 ; and, WHEREAS, the Purchase and Sale Agreement has a $5.1M purchase price and calls for the close escrow on April 22, 2006. NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the San Juan Capistrano Community Redevelopment Agency, San Juan Capistrano as follows: Section 1. The. Board of directors finds and determines the Agency has a financial obligation under the Purchase and Sale Agreement: Section 2: The Executive Director and Finance Officer of the Agency are hereby authorized and directed to execute all documents necessary to secure short term financing, at prime or better, for the purchase of APN's 121-253-13 & 15. Section 3: The Executive Director and Finance Officer may fund the escrow from cash reserves until .the financing is secured, if necessary. This would include authorization to be out of compliance with the City's investment policy for that period of time. PASSED, APPROVED, AND ADOPTE?JOETO, ay f ril, 2006. CHAERMAN ATTEST: argare R. Monahan, Agency Secretary STATE OF CALIFORNIA ) COUNTY OF ORANGE CITY OF SAN .JUAN CAPISTRANO ) 1, MARGARET R. MONAHAN, appointed Agency Secretary of the Community Redevelopment Agency of the City of San Juan Capistrano, do hereby certify that the foregoing Resolution No. CRA 06.04_10-02 was duly adopted by. the Board of Directors of the Community Redevelopment Agency at a regular meeting thereof, held the 18th day of April 2006 by the following vote: AYES: DIRECTORS: Allevato, Bathgate, Swerdlin, Hart & Chairman Soto NOES DIRECTORS: None AB -SENT: DIRECTORS: None T R. MONAHAN, Agency Secretary The foregoing instrument is-, this office. Attest: City Cie of the City of San By: of #Gee original on f€ , 20 °' Co ty of Orangoa April 10, 2006 FeM Farmers & Merchants Bank Ms. Cynthia L. Russell San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 EXPRESSION OF INTEREST Re: Agreement of Purchase and Sale and Joint Escrow Instructions dated March 21, 2006 Dear Ms. Russell: Farmers and Merchants Bank is pleased to present the following proposal to extend credit as outlined below. This proposal is not a commitment to lend and should not be construed as such nor relied upon by you or any other person for such purposes. This is based upon our current understanding of your needs and may be revised, as appropriate based upon further discussions. All credit facilities described in this letter remain subject to the Bank's final credit approval, rejection, or modification. BORROWER: San Juan Capistrano Community Redevelopment Agency GUARANTORS, None CREDIT FACILITY: Amount: $5,100,000.00 non -revolving loan for purpose of acquiring approximately two (2) acres of unimproved land in the City of San Juan Capistrano, County of Orange, State of California, unore particularly described as Assessor's Parcel's # 121-253-13 and 121-253-15. Term: Twenty-four months. Interest Rate: F&M Prime Rate minus 1.50%, floating with a floor of 6.00%, payable interest only monthly. Presently F&M Prime is 7.75%, making the effective start rate 6.25%. Fees: $ 9,504 Title Insurance 5,600 Escrow fee 150 Document fee 100 Estimated recording fee $ 15,354 Estimated Total Fees Points: None Prepayment Penalty: None COLLATERAL: The following fee interest in real estate shall secure the loan, via First Trust Deed executed and recorded with Farmers & Merchants Bank as Beneficiary: Commonly known by APN`s 921-253-13; 121-253-15; 121= 240-39; and 129-240-73 CONDITIONS PRECEDENT: The following are conditions currently identified as precedent to approving a loan, but may not be an all inclusive list. 1) Satisfactory appraisal to be performed by Bank approved appraiser and acceptable to Bank. Estimated cost to appraise the property is $5,000 and is to be tendered at time of acceptance. 2) Review and approval of preliminary title report. DOCUMENTATION: 1) The Bank's standard loan documentation. This letter is intended for use by San Juan Capistrano Community Redevelopment Agency and the City of San Juan Capistrano for purpose of discussion and may not be distributed, reproduced, in whole or part or used for any other purpose without the expressed written consent of the Bank. This proposal shall expire unless accepted substantially in substance prior to May 10, 2008. We at Farmers & Merchants Bank are pleased to consider your loan request and look forward to working with you to facilitate a timely closing. Sincerel , Charles S. Varga Sr. Vice PresidenlManager O. J. Gause Vice President =M Farmers & Merchants Bask 12535 Seal Beach. Blvd Seal Beach, CA 90740 (562)-799-2002 * Fax (562)430-0252 July 12, 2006 San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 RE: Escrow No. 17001452 -MC We are pleased to inform you that your escrow has been completed on the property known as: vacant land , San Juan Capistrano, CA 92675. In completion of the above referenced escrow transaction, please find enclosed the following items: (X) R eceipt in the amount of $18,205.06 (X) Closing Statement TAXES ARE YOUR RESPONSIBILITY. The law does not require that tax statements or notices be mailed, but it places the responsibility for payment entirely upon the owner after the close of escrow. First installment is due and payable November l and delinquent after December 10; second installment is due and payable February 1 and delinquent after April 10. Special district assessments and bonds of record may have different delinquency dates and are also your responsibility. If you do not receive a tax bill one month prior to delinquency, a written request, including the legal description, must be made to the County Tax Collector. however, if yours is an impounded loan, taxes will be paid by the Lender when due. The Lender will advise you of your total monthly payment amount, consisting of principal and interest, and impounds if applicable. Your property is subject to the following liens: 1) First Deed of Trust in favor of Farmers and Merchants Bank, 31873 Del Obispo Street, San Juan Capistrano, CA 92675, and your next payment will be due per lender's instructions. Recorded documents to which you are entitled will be mailed to you by the County Recorder. Any other documents to which you are entitled will be forwarded to you as soon as they are available. Thank you for choosing Farmers and Merchants Bank for your escrow needs. Very truly yours, Farmers & Merchants Bank �Xilcki.acon Escrow Officer (562)-799-2028 Farmers & Merchants Bark 12535 Seal Beach Blvd Seal Beach, CA 90740 (562)-799-2002 *l=ax (562)-430-0252 Closing Date: 7/12/2006 Escrow Statement of: San Juan Capistrano Community Redevelopment Agency Property Address: vacant land San Juan Capistrano, CA 92675 New 1 st Trust Deed to:Farmers and Merchants Bank Initial Deposit Title Charges ALTA tenders For $5,100,000.00 Recordin Char os Deed of Trust Escrow Charges Escrow Fee New Loan ChaEges 1 st LOAN to: Farmers and Merchants Bank Appraisal Fee To Dela Hooke Appraisal Company Appraisal Review Fee To Farmers and Merchants Bank Loan Document Fee To Farmers & Merchants Bank Flood Determination & LOL To CBC INNOVIS Loan Payoff Farmers and Merchants Bank Interest *Totals* Escrow No: 17001452 - MC Escrow macer: Mary K. Chacon DEBITS CREDITS From To $ 5,100,000.00 $ 38,496.32 $ 7,602.80 $ 54.00 $ 5,600.00 $ 2,750.00 $ 275.00 $ 150.00 $ 17.00 $ 5,100,000.00 $ 3,842.46 $ 18,205.06 $ 5,138,496.32 $ 5,138,496.32 CORPORATE HESOLUTION TO BORROW / GHANT COLLATERAL References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or it m. Any item above containing """ has been omitted due to text length limitations. Lendec Farmers & Merchants Bank of Long Bea CA Corp Corporation: SAN JUAN CAPISTRANO COMMUNITY San Juan Capistrano Office el REDEVELOPMENT AGENCY 31873 Del Obispo Street 32400 PASEO ADELANTO San Juan Capistrano, CA 92675 SAN JUAN CAPISTRANO, CA 92675 . at 1, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: THE CORPORATION'S EXISTENCE. The complete and correct name of t orporation is SAN. JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Corporation" l. The Corporation is a non-profit corporation which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of California. The Corporation is duly authorized to transact business in all other states in which the Corporation is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the Corporation is doing business. Specifically, the Corporation is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. The Corporation has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. The Corporation maintains an office at 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 92675. Unless the Corporation has designated otherwise in writing, the principal office is the office at which the Corporation keeps its books and records. The Corporation will notify Lender prior to any change in the location of The Corporation's state of organization or any change in The Corporation's name. The Corporation shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi -governmental authority or court applicable to the Corporation and The Corporation's business activities. RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if+fh_iJnt'h_1s7R is a clo corporation having no Board of Directors then at a meeting of the Corporation's. shareholders, duly called and held oJ : li 7 at which a quorum was present and voting, or by other duly authorized action in lieu of a meeting, the resolutions seesalutian v�ere adopted. OFFICERS. The following named persons are officers of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY: NAMES TITLES AUTHORIZED ACTUAL SIGNATURES DAVID L. ADAMS Executive Director Y X CYNTHIA L. RUSSELL Agency Finance Officer Y X ITA&__ l,&V_� MARGARET R. MONAHAN Agency Secretary N ACTIONS AUTHORIZED. Any two (2) of the authorized persons listed above may enter into any agreements of any nature with Lender, and those agreements will bind the Corporation. Specifically, but without limitation, any two (2) of such authorized persons are authorized, empowered, and directed to do the following for and on behalf of the Corporation: Borrow Money. To borrow, as a cosigner or otherwise, from time to time from Lender, on such terms as may be agreed upon between the Corporation and Lender, such sum or sums of money as in their judgment should be borrowed; however, not exceeding at any one time the amount of Five Million One Hundred Thousand & 001100 Dollars { 5,100,000.00), in addition to such sum or sums of money as may be currently berrowed'by the Corporation from Lender. Execute Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Corporation's credit accommodations, on Lender's forms, at such rates of interest and on such terms as may be agreed upon, evidencing the surges of money so borrowed or any of the Corporation's indebtedness to Lender, and also to execute and deliver to Lender one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of credit accommodations. Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now or hereafter belonging to the Corporation or in which the Corporation now or hereafter may have an interest, including without limitation all of the Corporation's real property and all of the Corporation's personal property frangible or intangible), as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed lincluding any amendments to or modifications, renewals, and extensions of such promissory notes), or any other or further indebtedness of the Corporation to Lender at any time owing, however the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered. Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms and conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Notwithstanding the foregoing, any one of the above authorized persons may execute, deliver, or record financing statements. Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the Corporation's account with Lender, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable. Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as the officers may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Resolution. CORPORATE N TO BORROW / GRAN , COLLATERAL Loan 90-100-9430-87 (Continued) ASSUMED BUSINESS NAMES, The Corporation has filed or recorded all documents or filings required by law relating to all assumed business names used by the Corporation. Excluding the name of the Corporation, the following is a complete list of all assumed business names under which the Corporation does business: None. NOTICEST6 . LENDER. _7he . Corporation will promptly notify lender in writing at Lender's address . shown above for such other addresses as Lender may designate from time to time) prior to any (A) change in the Corporation's name;. (B) change in the Corporation's assumed business name(s); (C) . change in the management of the Corporation; (D) change in the authorized signer -W,, (E? change in the Corporation's principal office address; (F) change in the Corporation's state of organization; (G) conversion of the Corporation to a new or different type of business entity; or ; <(FI) chi r as f the Corporation that directly or indirectly relates to any agreements between the Corporation and Lender. No ci ng y ;th Co ora on's? ame or state of organization will take effect until after Lender has received notice. CERTIFICATION CONCERNING OFFICE RE L4ns ONS. The officers named above are duly elected, appointed, or employed by or for the Corporation, as the case stay be, and occupy the set opposite their respective names. This Resolution now stands of record on the books of the Corporation, is in full force and effect, and has not been modified or revoked in any manner whatsoever. NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal is affixed to this Resolution. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are hereby ratified and approved. This Resolution shall be continuing, shall remain in full force and effect and Lender may, rely on it until written notice of its revocation shad have been delivered to and received by Lender at Lender's address shown above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Corporation's agreements or commitments in effect at the timenotice is given. IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signatures set opposite the names listed above are their genuine signatures. I have read all the provisions of this Resolution, and I personally and on behalf of the Corporation certify that made in this Resolution are true and correct. This Corporate Resolutions to Borrow ! Grant Collateral is dated CERTIFIED TO AND ATTE TED Y: COMMUNITY REDEVELOPMENT ACs NOTE: If the officers signing this Resolution are designated by the foregoing document as one of the officers authorized to ace on the Corporation's behalf, it is advisable to have this Resolution signed by at least one non -authorized officer of the Corporation. LASER PRO Lendlnp, V., 5.33.00404 09p, ii I.M S'NS. R. 1a 5991, 2008- Ail Aipht4 Rasarre6. - CA LMARfAN0lCrlI€ UC16.rC i 1-6768 N<-28 Borrower: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 Lender: Farmers & Merchants B k of Lo San Juan Capistrano sc 31873 Del Obispo S et San Juan Capistrano, A 675 Principal Amount: $5,100,000.00 initial Bate: 6.750% Date of Note: June 30, 2006 PROMISE TO PAY. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Borrower") promises to pay to Farmers & Merchants Bank of Long Beach, a CA Corp ("Lender"), or order, in lawful money of the United States of America, the principal amount of Five Million One Hundred Thousand & 041100 Dollars ($5,100,000.00), together with interest on the unpaid principal balance from June 30, 2006, until paid in full. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in one principal payment of $5,100,000.00 plus interest on June 30, 2008. This payment due on June 30, 2008, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 30, 2006, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the annual interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE, The interest rate on this Note is subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index"). This is the rate Lender charges, or would charge, on 90 -day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the Current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The ind& currently is 8.250% per annum. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate of 1:500 percentage points under the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 6.750% per annum. NOTICE: Under no circumstances will the interest rate on this Note be less than 6.500% per annum or more than the maximum rate allowed by applicable law. PREPAYMENT, MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $100.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Farmers & Merchants Bank of Long Beach, a CA Corp; San Juan Capistrano Office; 31873 Del Obispo Street; San Juan Capistrano, CA 92875. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $5.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, at Lender's option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal and such sum will hear interest therefrom until paid at the rate provided in this Note (including any increased rate►. Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately increase by adding a 5.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security, agreement, purchase or sales agreement, or any other agreement, in favor of.any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under•this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings; whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However; this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or i M. Any item above containing "***" has been omitted due to text length limitations. Borrower: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 Lender: Farmers & Merchants B k of Lo San Juan Capistrano sc 31873 Del Obispo S et San Juan Capistrano, A 675 Principal Amount: $5,100,000.00 initial Bate: 6.750% Date of Note: June 30, 2006 PROMISE TO PAY. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Borrower") promises to pay to Farmers & Merchants Bank of Long Beach, a CA Corp ("Lender"), or order, in lawful money of the United States of America, the principal amount of Five Million One Hundred Thousand & 041100 Dollars ($5,100,000.00), together with interest on the unpaid principal balance from June 30, 2006, until paid in full. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in one principal payment of $5,100,000.00 plus interest on June 30, 2008. This payment due on June 30, 2008, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 30, 2006, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the annual interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE, The interest rate on this Note is subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index"). This is the rate Lender charges, or would charge, on 90 -day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the Current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The ind& currently is 8.250% per annum. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate of 1:500 percentage points under the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 6.750% per annum. NOTICE: Under no circumstances will the interest rate on this Note be less than 6.500% per annum or more than the maximum rate allowed by applicable law. PREPAYMENT, MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $100.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Farmers & Merchants Bank of Long Beach, a CA Corp; San Juan Capistrano Office; 31873 Del Obispo Street; San Juan Capistrano, CA 92875. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $5.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, at Lender's option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal and such sum will hear interest therefrom until paid at the rate provided in this Note (including any increased rate►. Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately increase by adding a 5.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security, agreement, purchase or sales agreement, or any other agreement, in favor of.any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under•this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings; whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However; this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. PROMISSORY Loan No: 90-100-9430-8 ,; ,; Page 2 of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS` FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by federal Tawe applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County, State of California. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: a Deed of Trust dated June 30, 2006, to a trustee in favor of Lender on real property located in ORANGE County, State of California. That agreement contains the following due on sale provision: Lender may, at Lender's option, declare immediately due and payable all sums secured by the Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, insta€Invent sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease -option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Borrower is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%1 of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Borrower. However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law. Receipt of 'Payments. Payments received by 2:00 P.M. Pacific Standard Time on any business day shall be credited as of that day. All other payments may be credited as of the next business day. Rate Change. Should the terms of the note indicate a rate change on a specific date, and that date falls on a weekend or holiday, the rate change may occur on the business day immediately preceding. Successor Interests. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. General Provisions. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing there. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by fender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO TETE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER, SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BY ®AVID�$X4 � . . ADAMS, Execrative Director of SARI JUAN 13y. CYN IA L. RUSSELL, Agency Finance Officer of CAPISTRANO COMMUNITY REDEVELOPMENT SA JUAN CAPISTRANO COMMUNITY AGENCY REDEVELOPMENT AGENCY LASER Pilo Ver. 5.71.)0.0J9 Cop'. -,Wld F1'—M SoluGona, hn t997, 2006. AH fthW Ream . - CA LVtARLANFACrK PLl0ZO.FC MOM PR -29 to accrue frar?f , as per Instructions in Escrow � G Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beac CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675 San Juan Capistrano, CA 82675 LOAN TYPE. This is a Variable Rate Nondisclosable Loan to a Corporation for $5,100,000.00-duo.n e reference rate (Farmers & Merchants Bank of Long Beach Prime Rate, with an interest rate. floor of 6.500% carr25 t the margin of 1.500%, resulting in an initial rate of 6.750. PRIMARY PURPOSE OF LOAM. The primary purpose of this loan is for: ❑ Personal, Family, or Household Purposes or Personal Investment.' K Business (including Real Estate Investment). SPECIFIC PURPOSE. The specific purpose of this loan is: REFINANCE PURCHASE OF 2.02 ACRE PARCEL ON STONEHILL DRIVE IN SAN JUAN CAPISTRANO, CA 92675. DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $5,100,000.00 as follows: Amount paid to Borrower directly: $5,100,000.00 55,100,000.00 Deposited to ESCROW Account # 17001452 -MC Note Principal: $5,100,000.00 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED JUNE 30, 2006. BORROWER: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY Al By: . �' By. DAVID L. ADAMS, Executive Director of SAN JUAN CYN IA L. RUSSELL, Agency Finance Officer of CAPISTRANO COMMUNITY REDEVELOPMENT SAN JUAN CAPISTRANO COMMUNITY AGENCY REDEVELOPMENT AGENCY LASO MG L-dbi . Yee. $.3LOO.0 cop,. ".—I ri—a SlWft a, Ilk. 1987, .2rep q9 Atg— RaaaveE. - CA LAWLANDM10EI'.LPLV20XC Mft 6765 MH 26 =:::::� ;< References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or m. Any item above containing "'has been omitted due to text length limitations. Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beac CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675 San Juan Capistrano, CA 82675 LOAN TYPE. This is a Variable Rate Nondisclosable Loan to a Corporation for $5,100,000.00-duo.n e reference rate (Farmers & Merchants Bank of Long Beach Prime Rate, with an interest rate. floor of 6.500% carr25 t the margin of 1.500%, resulting in an initial rate of 6.750. PRIMARY PURPOSE OF LOAM. The primary purpose of this loan is for: ❑ Personal, Family, or Household Purposes or Personal Investment.' K Business (including Real Estate Investment). SPECIFIC PURPOSE. The specific purpose of this loan is: REFINANCE PURCHASE OF 2.02 ACRE PARCEL ON STONEHILL DRIVE IN SAN JUAN CAPISTRANO, CA 92675. DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $5,100,000.00 as follows: Amount paid to Borrower directly: $5,100,000.00 55,100,000.00 Deposited to ESCROW Account # 17001452 -MC Note Principal: $5,100,000.00 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED JUNE 30, 2006. BORROWER: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY Al By: . �' By. DAVID L. ADAMS, Executive Director of SAN JUAN CYN IA L. RUSSELL, Agency Finance Officer of CAPISTRANO COMMUNITY REDEVELOPMENT SAN JUAN CAPISTRANO COMMUNITY AGENCY REDEVELOPMENT AGENCY LASO MG L-dbi . Yee. $.3LOO.0 cop,. ".—I ri—a SlWft a, Ilk. 1987, .2rep q9 Atg— RaaaveE. - CA LAWLANDM10EI'.LPLV20XC Mft 6765 MH 26 Farmers & Merchants Basic 12535 Seal Beach Blvd Seal Beach, CA 90740 (562) 799-2028' Fax (562) 430-0252 Estimated Borrower(s) Closing Statement Closing Date: Escrow Statement of- Borrower(s): San Juan Capistrano Community Redevelopment Agency Property Address: vacant land San Juan Capistrano, CA 92675 From To New 1st Trust Deed to:Farmers and Merchants Bank Title Charges Lenders For $5,100,000.00 Sub -Escrow Fee Recordin Charges Deed of Trust e Escrows Charges Escrow Fee New Loan Charges 1 st LOAN to: Farmers and Merchants Bank, -le Appraisal Fee To Lidgard & Associates Appraisal Review Fee To Farmers and Merchants Bank Loan Document Fee To Farmers & Merchants Bank Flood Determination & LOL To Farmers and Merchants Bank Additional Disbursements Farmers and Merchants Bank payoff LN#90-100-9208-9 Balance Due Escrow *Totals` ft,,,. ii Cf�%PY Escrow Ng: 97 1452 MC Escrow Officer: Mary K. Chacon DEBITS CREDITS $ 5,100,000.00 $ 9,503.50 $ 125,00 $ 95.00 $ 5,600.00 $ 2,750.00 $ 275.00 $ 150.00 $ 17.00 $ 5,119,980.82 $ 38,496.32 $ 5,138,496.32 $ 5,138,496.32 Escrow Instructions to Farmers & Merchants Bank of Long Beach ("ESCROW HOLDER") 12535 Seal Beach Blvd Seal Beach, CA 90740 (562) 799-2029. FAX (562) 430-0252 Date: June 16, 2006 PY Escrow No.: 17001452 -MC C 0 Escrow Officer: Mary K. Chacon Lender will hand Escrow Holder the sum of $5,100,000.00. Escrow Holder is authorized to pay andlor deliver all of the above to the order of San Juan Capistrano Community Redevelopment Agency, when Escrow Holler holds for lender the following documents: 1. Promissory note dated as per Laser Pro documents in the amount of :$5,100,000.00 executed by BORROWER in favor of FARMERS AND MERCHANTS BANK OF LONG BEACH, a California corporation, with interest from date endorsed% as per the terms contained therein. *The date of endorsement shall be the date funds are disbursed by Lender BORROWER'S EXECUTION OF THE LOAN DOCUMENTS SHALL BE DEEMED APPROVAL AS TO ALL TERMS AND CONDITIONS CONTAINED THEREIN, AND ESCROW HOLDER IS AUTHORIZED TO INSERT THE INTEREST ACCRUAL DATE WITHIN THE ABOVE NOTE OVER THE SIGNATURE OF THE BORROWER(S) WITHOUT FURTHER INSTRUCTIONS. Deed of Trust executed by San Juan Capistrano Community Redevelopment Agency, a California municipal agency and San Juan Capistrano Community Redevelopment Agency, a public body corporate and politic, which Escrow Holder will have recorded securing payment of said note, covering the following described property in the county of Orange: AS MORE PARTICULARLY described in the description attached hereto and made a part hereof wearied Exhibit 'A7 APN: 121-253-13 &-15 and 121-240-39 & -73 First American Title Co.,'s Policy of Tifie Insurance with a liability of $5,100,000.00 containing the issuing company's usual exceptions relating to matters not examined by it, showing said Deed of Trust to be a first record lien on the property therein described except All taxes for fiscal year 2006-2007, a lien not yet due and payable; conditions, restrictions, reservations, easements and rights of way of record, if any - ESCROW HOLDER IS HEREBY RELEASED FROM ANY AND ALL LIABILITY WITH REGARD TO OBTAINING INSURANCE OF ANY KIND ON SUBJECT PROPERTY, THIS MAY INCLUDE, BUT IS NOT LIMITED TO, HAZARD INSURANCE, FLOOD INSURANCE, COURSE OF CONSTRUCTION INSURANCE, HOMEOWNER'S ASSOCIATION BLANKET INSURANCE COVERAGE, AND ALL OTHER TYPES OF INSURANCE. BUYER/BORROWER SHALL OBTAIN ALL INSURANCE AFFECTING SUBJECT PROPERTY OUTSIDE OF ESCROW, AND SHALL PAY ALL PREMIUMS RELATED THERETO. ESCROW HOLDER SHALL NOT BE REQUIRED TO OBTAIN TAX SERVICE FOR LENDER THROUGH THIS ESCROW. In the event the conditions of this escrow have not been complied with on or before July 17, 2006, Escrow Holder is instructed to complete the same as soon as reasonably possible thereafter, unless lender makes a written demand upon you for the return of the money andfor documents deposited by tender. Borrower hereby approves and confirms the foregoing instructions and will deliver to Escrow Holder duly executed all the documents therein demanded and such other documents and money as Escrow Holder may require to comply with said instructions. Escrow Holder is authorized to pay from said funds costs of policy of title insurance, drawing and recording all instruments, all encumbrances necessary to enable Escrow Holder to procure the policy of title insurance above demanded, appraisal fee, appraisal review fee, flood determination fee(s) as submitted by lender, demand of loan broker, 9 any, and all expense of the escrow- Escrow holder Is hereby authorized to send to the title company by wire transfer funds sufficient to pay off loans of record, it required herein. Escrow holder is hereby Instructed to pate demand of Farmers & Merchants Bank, a California corporation, from funds due borrower at the close of this escrow. Pay remainder to San Juan Capistrano Community Redevelopment Agency In the event Borrower fails to furnish all papers within the time specified, the lender may withdraw the money or documents deposited by him and the undersigned will pay all expenses incurred herein. Initials: (?P=, go LOAN ESCROW 1NSTRUCThjv4S Escrow No. 1i—(452MC Page 2 LENDER: FARMERS AND MERCHANTS BANK OF LONG BEACH, a California corporation 7. ades` Varga, Sena ice President fiROWER: San Juan Capistrano Community Redevelopment Agency By; Davl , Adams, Executive Director By: nthia L, Russell, Agency Finance Director. By: 4_ re R, a ge c S Mailing Address: 32400 Paseo Adelanto San Juan Capistrano, CA 92875 Farmers & Merchants Bank of Long Beach is authorized to act as escrow holder pursuant to the authOrity issued by the Callfornla.State Banking Department. J LJIi" t a-Caab � �-F :ars r r L3ffl - r �s•1 ,.: l.KC1V1 mac •-t-*j e1c->C 1 9 f 110 r. y " C Real property In the C+tyy of , Courcy of , St6be of , described as follows: BEGINNING AT T14E INTERSECTION OF THE WESTERLY RIGHT OF WAY LIEGE OF THE ATCHISON, TOMM AND SANTA FE RAILROAD, WI til THE SU!!"T"I^i LINE OF THE ISD CONVEYED BY ROSA A. PRYOR TO ALBERT PRYOR AND CHRLT INA 5. LANDELL, BY DEED RECORDED IN ITEC I l A, :RAGE 202 OF DEEDS OF SAID ORANGE COUNTY; THENCE SOUTH 16 DEGREES 01` 30' WEST ALONG THE ABOVE MENTIONED WESI`I~RLY RIGHT OF WAY LINE, 205.52 FEET TO A 2 -INCH PIPE MONUMENT MARKED "1R.D.Eo.10301"; THENCE NORTH 61 DEGREES 11' 37" WFs7 1f 8.34 FEECTo AN iNTERSECt�{3iV WITH THE NORTHWESTERLY'LINE OF THE ABOVE MENTIONED PARCEL 1; THENCE NORTH 30 DEGREES 03' 57" EAST 117:9 FEET TO THE MOST NORTHERLY COFFER OF SAID PARCEL 1; THENCE SOUTH 656 DEGREES IV 26" EAST ALONG SAID SOUTH LINE OF LAND CONVEYED TO ALBERT PRYOR AND CHRIMNA S. LAN DELL, 963.82 FEET TO THE POINT OF BEGINNING. THEREFROM, THE PORTIOA LYINGOF OF LAND 25D,00 FEET IN. WIM, DESCRIBED IN PARCEL LI -1 11.0 1 OF THE US PENDENS RECORDED MARCH 20,1962 IN BOOK 6W, PAGE 731 OF OFF1CIAL RECORDS, ENTrrLED ,ORANGE COUNTY FLOOD CONTROL DISMCT, A BODY POLMC AND CO . RPORATE OF THE STATE OF CALIFO . R . NIA1 PLAINTIFF, VS. PAUL N. YORBA AND OTHERS, DEFENDANTS. - ALSO: EXCEPTING THEREFROM THAT PORTION DESMBED AS PARCEL NO. 128 IN DEEDTO THE COUNTY OF ORANGE RECOR I DED FEBRUARY . 24, . 1992 As INSTRUMENT NO. . 92-105463 OF SAID 'I-FFICIAL RECORDS. PARCEL. 2. COUNTY, # , PARCEL 3. r�—cam i" r r r om: r 2 i tzD�reuw DOC 41-)u es x 1 a : 1IJ4t :: 40 r 1 xrs r'. eI -- BEGINNING AT A 4 x4 REDWOOD POST MARKING THE SOUTHEAST CORDER OF THE LAND CONVEYED TO ALBERT PRYOR AND CHRISTINE LAN DELL BY DEED RECORDED IN BOOK 111, PAGE 202 OF DEEDS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH S° 30' 30- EAST 341.14 FEET ALONG THE EAS'T'ERLY LINE OF SAID PARCEL, BF NG THE EASTERLY ERLY LINE OF THE PRYOR HOMESTEAD AS SAID EASTERLY LINE IS SHOWN ON A MAP FILED IN BOOK 3, PAGE 59 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RETARDER OF SAID COUNTY, TO AN IRON PIPE; THENCE NORTH 13° 32' EAST 240;03 FEET ALONG SAID EASTERLY LINE TO AN IRON PIPE; THENCE NORTH 660 19' WEST 697.00 FEET, PARALLEL WITH THE SOUTHERLY LINE OF SAID LAND OP LANDELL AND OTHERS, TO THE CENTER LINE OF THE ATCHINSON, TOPEKA AND SANTA FE RAILROAD; THENCE NORTHERLY ALONG SAID CENTER LINE 76.00 FEET; THENCE NORTH 66° 19' WEST 400.00 FEET PARALLEL WM SAID SOUTHERLY LINE THENCE SOUTH 230 41' WEST TO SAID SOUTHERLY LITTLE; 'niENCE SOUTH 6611 19' EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION LYING EASTERLY OF THE WESTERLY LINE OF THE 100 FOOT RIGHT OF WAY OF THE ATCHINSON, TOPEKA AND SANTA FE RAILROAD. ALSO EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED IN PARCEL NO. 12.7 OF THE DFED OF THE COUNTY ORANGE RECORDED MAY 13, 1991 AS INMUMENT NO. 91-231671 OF OFFICIAL RECORDS OF ORANGE COUNTY CALIFORNIA. PARCEL 4 BEGINNING AT THE NORTHEAST CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO ALBERT PRYOR AND CRISTINAA S. LANDELL BY DEED RECORDED MARCH 4, 1945 IN BOOK 111, PAGE 202 OF DEEDS, RECORDS OF ORANGE.COUNTY, CALIFORNIA, SAID POINT BEING THE SOUTHEAST CORNER OF THE NORTHERLY 591/2 ACRES ALLOTEo TO ROSA A. DE PRYOR, CASE NO. 1210, SUPERIOR. COURT. OF SAID COUNTY AND RUNNING FROM SAID POINT OF BEGINNING SCUTA 80 DEG. 2W 3W EAST ALONG THE EASTERLY EXTENSION OF THE SOUTH LINE OF SAID 59112 ACRES, 300.:40 FEET TO A POINT IN THE CENTER LINE OF THAT CERTAIN RIGHT OF WAY DEEDED TO THE STATE OF CALIFORNIA. DEED RECORDED JUNE 29, 1929 IN BOOK 293, PAGE 160 OF OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEING NORTH 38 DEG. 54' EAST 396.30 FEET FROM THE SOUTHERLY END OF A 1565.30 FOOT TANGENT LINE AS DESCRIBED IN SAID DEED; THENCE SOUTH 38 DEG. 54' WEST 396.3iD F ' AL®NG SAID CENTER LIME TO. THE BEGINNING OF A TANGENT CURVE; THENCE ALONG A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 2000 FEET, THROUGH AN ANGLE OF til DEG. 57' 51H A DISTANCE Or - 382.72 F382.72 FEET TO THE EASTERLY LIME OF A PARCEL OF LAND CONVEYED TO ALBERT PRYOR BY DEEB RECORDED JULY 24, 1929 IN BOOK.294, PAGE 162 OF SAID OMCIAL RECORDS; THENCE SOUTH 13 DEG. 32' WEST 192.34 FEE', MORE OP LESS, ALONG'SAID EASTERLY LIME €7F SAID LAST MENTIONED PARCEL OF LAND TO. ANN.IRON .PIPE AT THE SOUTL•LEASTERLY CO. NER OF SAID PARCEL; THENCE NORTH 66 LECs. 19' WEST 697 FEET PARALLEL TO THE SOUTHERLY LINE OF SAID PARCEL OF LAND DESCRIBED IN SAID DEEB RECORDED iN BOOK 111, PAGE 202 OF DEEDS, RECORDS OF SAID COUNTY TO THE CENTER LINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY; THENCE NORTHERLY ALONG THE SAID. CENTER LINE, 76 FEET TO A POINT, THENCE NORTH 66 DEG. 19' WEST 745.10 FEET TO THE SOUTHEASTERLY. CORNER OF THE PARCEL OF 1.6384 ACRES CONVEYED TO JOHN 0. FORSTER BY DEED RECORDED MAY 29, 1931 IN BOOK 480, PANE 403. OF SAID OFFICIAL RECORDS; THENCE NORTH 9 DEG. 35' EAST ALONG THE EASTERLY LINE OF SAID LAST MENTIONED PARCEL 453.84 FEET TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 80 DEC. 20' 30" EAST 14501.34 FEET" TO THE POINT OF BEGINNING. EIfCEP nNG THEREFROM THAT PORTION LYING EASTERLY OF THE WESTERLY LINE OF THE 100 FOOT RIGHT OF WAY OF THE ATCHINSON, TOPEKA AND SANTA FE RAILROAD. FLOODALSO EXCEPTING THEREFROM THAT POR71ON THEREOF DESCRIBED IN THE DEED TO THE ORANGE COUNTY CONTROL DISTRICT,D.D JANUARY 28,1963BOOK #.:fir ri. 742 OF :: D OFFICIAL RECORDS. APN: 121-253-13;121-253-15;121-240-73 and 121-240-39 Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beac , a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675 San Juan Capistrano, CA 92675 HAZARD INSURANCE DISCLOSURE - Made Pursuant to California Civil Code Section 2955.5 C CU y IMPORTANT DO NOT SIGN THIS FORM UNTIL YOU CAREFULLY READ IT AND UNDERSTAND ITS CONTENT You have applied for a loan or credit accommodation that will be secured by real property. As a condition of the loan or credit accommodation, Lender may require you to maintain hazard insurance coverage for the real property. California law provides that Lender cannot require you, as a condition of receivin or maintaining a loan secured by real property, to provide hazard insurance coverage against,risks to the property such as fire and other perils) in an amount exceeding the replacement value of the building or structures attached to the property. BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, RECEIVED AND UNDERSTAND THIS HAZARD INSURANCE DISCLOSURE. THIS DISCLOSURE IS DATED JUNE 30, 2006. BORROWER - SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BY.- 3=W^-- DAVIDe ADAMS, Executive Director of SAV JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By. a CYN T A IL USS LL, Agency Vinan6e officer of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY I SER Rap Ver. 5.31.OQ.p COP,. S'1160 g, lac- M7, ].ORS. All Rights Rasarvotl. - CR 5-('C TR6706 PR 26 .... .._ ............ ........... ## het. IiI� References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or i Any item above containing "***" has been omitted due to text length limitations. r.. Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beac , a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675 San Juan Capistrano, CA 92675 HAZARD INSURANCE DISCLOSURE - Made Pursuant to California Civil Code Section 2955.5 C CU y IMPORTANT DO NOT SIGN THIS FORM UNTIL YOU CAREFULLY READ IT AND UNDERSTAND ITS CONTENT You have applied for a loan or credit accommodation that will be secured by real property. As a condition of the loan or credit accommodation, Lender may require you to maintain hazard insurance coverage for the real property. California law provides that Lender cannot require you, as a condition of receivin or maintaining a loan secured by real property, to provide hazard insurance coverage against,risks to the property such as fire and other perils) in an amount exceeding the replacement value of the building or structures attached to the property. BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, RECEIVED AND UNDERSTAND THIS HAZARD INSURANCE DISCLOSURE. THIS DISCLOSURE IS DATED JUNE 30, 2006. BORROWER - SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BY.- 3=W^-- DAVIDe ADAMS, Executive Director of SAV JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By. a CYN T A IL USS LL, Agency Vinan6e officer of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY I SER Rap Ver. 5.31.OQ.p COP,. S'1160 g, lac- M7, ].ORS. All Rights Rasarvotl. - CR 5-('C TR6706 PR 26 WHEN RECORDED MAIL TO: Farmers & Merchants Bank of Long Beach, a CA Corp San .Juan Capistrano Office 31873 Del Obispo Street San .Juan Capistrano, CA 92675 O, RECORDER'Sz ONLY THIS DEED OF TRUST is dated June 30, 2006, among SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, A, CALIFORNIA MUNICIPAL AGENCY AND SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, A PUBLIC BODY CORPORATE AND POLITIC, whose address is 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 92675 ("Trustor"); Farmers & Merchants Bank of Long Beach, a CA Corp, whose address is San ,Juan Capistrano Office, 31873 "Del Obispo Street, Son Juan Capistrano, CA 92675 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"); and Farmers Merchants Trust Company of Long Beach, A California Corporation, whose address is PO Box 891, Long Beach, CA 90801 (referred to below as "Trustee"). CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably grants, transfers and assigns to Trustee in. trust, with power of sale, for the benefit of Lender as Beneficiary, all of Trustor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances all water, water rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all .other rights, royalties, .and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property.") located in ORANGE County, State of California: See EXHIBIT "A", which is attached to this Deed of Trust and made a part of this Deed of Trust as if frilly set forth herein. The Real Property or its address is commonly known as VACANT LAND, SAN JUAN CAPISTRANO, CA 92675. The Assessor's Parcel Number for the Real Property is 121-253-13 &-15 AND 121-240-39 &-73. Trustor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Trustor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. This is an absolute assignment of Rents. made in connection with an obligation secured by real property pursuant to California Civil Code Section 2938. In addition, Trustor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. FOLLOWINGTHIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST 1pi THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF THE TRUSTOR UNDER TH , E NOTE, THE RELATED *OCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE TERMS - PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner DEED OF TRUST Loan No: 90-100-9430-5 (Continued) Wage 2 perform all of Trustor's obligations under the Note, this Deed of Trust, and the Related Documents. POSSESSION AND MAINTENANCE DP THE PROPERTY. Trustor agrees that Trustor's possession and use of the Property shall be governed by the following provisions: ftseossipi ,,ano Use`."--- Until the occurrence of an Event of Default, Trustor may (1) remain in possession anti coP�r`af the ;Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Maintain. Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Trustor represents and warrants to Lender that: (1 ) During the period of Trustor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Trustor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Trustor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Trustor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Trustor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any other person. The representations and warranties contained herein are based on Trustor's due diligence in investigating the Property for Hazardous Substances. Trustor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Trustor's ownership or interest in the Property, whether or not the same was or should have been known to Trustor. The provisions of this section of the Deed of Trust, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Trustor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Trustor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without. Lender's prior written consent. Removal of Improvements. Trustor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Trustor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Leader's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Trustor's compliance with the terms and conditions of this Deed of Trust. DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Page 3 Compliance with Governmental Requirements. Trustor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, .of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With. Disabilities. Act. Trustor may, contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding,, including appropriate appeals, so .long as Trustor has notified Lender in writing prior to doing so andso long as, in Lender's sole opinion, Leader's interests in the Property are not jeopardized. .Lender may require Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's. interest. Duty to. Protect. Trustor agrees neither to abandon or leave unattended the Property. Trustor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON. SALE - CONSENT BY LENDER.. lender.may, at Lender's option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale. or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in. the Real Property. A "sale or transfer" means the conveyance of Heal Property or any right, title or interest in the Beal, Property; , whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease -option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the heal Property, or by any other method of conveyance of an interest in the Real Property. If any Trustor is a corporation, partnership or limited. liability company, transfer also :includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or. -limited liability company interests, as the case may be, of such Trustor. However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Propertyare part of this Deed of Trust: Payment.. Trustor shall pay when 'due (and in all events at least ten (10) days prier to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Trustor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lienof taxes and assessments not due and except as otherwise provided in this Deed of Trust. Right to Contest. Trustor may withhold payment of any tax,. assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a Tien arises or is filed as a result. of nonpayment, Trustor shall within fifteen (15) days after. the lien arises or, if a lien is filed, within fifteen (15) days after. Trustor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees; or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment' before enforcement against the Property. Trustor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at. any time a written statement of the taxes and assessments against the Property. Notice of Construction. Trustor shall notify Lender at least fifteen (15) days before any work is commenced, any.services are furnished, or any materials are supplied to the .Property, if any mechanic's lien, materialmen's lien, or other lien could be assertedon account of the work, services„ or materials. Trustor Will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Trustor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this DEED OF TRUST �.Pan No- 90-100-9430-8 (Continued) Deed of Trust. Page 4 Maintenance of Insurance. Trustor shall procure and maintain policiesof fire insurance with standard extended coverage endorsements on a replacement basis for the full , insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Trustor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally, Trustor shall maintain such other insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may reasonably require. Notwithstanding the foregoing, in no event shall Trustor be required to provide hazard insurance in excess of the replacement value of the improvements on the Real Property. Policies shall be written in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Trustor, upon request of Lender, Will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Trustor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Trustor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Trustor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Trustor fails to do so within fifteen (15) days of the casualty. If in Lender's sole judgment Lender's security interest in the Property has been impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If the proceeds are to be applied to restoration and repair, Trustor shall repair or replace the damaged or. destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Trustor from the proceeds for the reasonable cost of repair or restoration if Trustor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Trustor as Trustor's interests may appear. Trustor's Report on Insurance. Upon request of Lender, however not more than .once a year, Trustor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the expiration date of the policy. Trustor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Trustor fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Trustor's failure to discharge or pay when due any amounts. Trustor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Trustor's behalf may (but shall not be obligated tot take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Trustor: All such expenses will DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Page 5 become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the .term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable. at the Note's maturity. The Deed of Trust also will secure payment of these amounts. Such right shall be in addition to all other rights and. remedies to which Lender may be entitled upon Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: Title. Trustor warrants that: (a) Trustor holds good and marketable title of record to the Property in :fee simple, free and clearof all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust, and (b) Trustor has the full right, power, and authority to execute and deliver this Deed of Trust to Lender. Defense of Title. Subject to the exception in the paragraph above, Trustor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Trustor's title or the interest of Trustee or Lender under this Deed of Trust, Trustor shall defend the action at Trustor's expense. Trustor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Trustor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Trustor warrants that the Property and Trustor's use of the Property complies with all existing .applicable laws., ordinances, and regulations. of governmental authorities. . Survival. of Representations and Warranties. All representations, warranties, and agreements made by Trustor in this Deed of Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in full force and effect until such time as Trustor's Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to eminent domain and inversecondemnation proceedings are a part of this Deed of Trust: Proceedings. If any eminent domain or inverse condemnation proceeding is commenced affecting the Property, Trustor shall promptly notify Lender in writing, and Trustor shall promptly take such'steps'as may be necessary to pursue or defend the action and. obtain the award. Trustor may be the nominal party in any such proceeding, but Lender shall be entitled, at its election, to.participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and .Trustor will deliver or cause to be delivered to lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. If any award is made or settlement entered into in any condemnation proceedings affecting all or any part of the Property or by any proceeding or purchase in lieu of condemnation, Lender may at its election, and to the extent permitted by law, require that all or any portion of the award or settlement be applied to the Indebtedness and to the repayment of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the condemnation proceedings. IMPOSITION OF TAXES, FEES AND CHARGES SY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a. part of this Deed of Trust: Current Taxes,, Fees and Charges. Upon request by Leader, Trustor shall execute such documents in addition to this Deed of 'frust and take whatever other action is requested by Lender to perfect and continue lender's lien on the Real Property.. Trustor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Pa' e 6 registering this Deed of Trust. Taxes.The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Deed of Trust or upon, all or any part of the Indebtedness secured by this Deed of- Trust; (2) a specific tax on Trustor which Trustor is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note, and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Trustor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies. for an Event of Default as provided below unless Trustor either (1) pays the tax before it becomes delinquent, or (2) . contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed; of Trust as a security agreement. are a part of this Deed of Trust: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Trustor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. Trustor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Trustor shall not remove; sever or detach the Personal Property from the Property. Upon default, Trustor shall assemble any Personal. Property not affixed to the Property in a manner and at a place reasonably. convenient to Trustor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Trustor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Deed of Trust may be obtained {each as required by the Uniform Commercial Code) are as stated on the first page of this Deed of Trust. FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of. this Deed of Trust: Further Assurances. At any time, and from time to time, upon request of Lender, Trustor will make, execute and deliver, or will cause to be made, executed or delivered, .to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve. (1) Trustor's obligations under the dote, this Deed of Trust, and the related Documents, and (2) the liens and security interests created by this Deed. of Trust as first and prior liens on the Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or Lender agrees to the contrary in writing, Trustor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney -in -Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney in -fact for the purpose of making, executing, delivering, filing, recording, and doing all other things' as may be necessary or desirable, in Lender's Sole opinion, to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. 'if Trustor pays all the Indebtedness when due, and otherwise performs all the DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Page 7 obligations imposed upon Trustor under this Deed of Trust, Fender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's -security interest in the Rents and the Personal Property. Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust: Payment Default. Trustor fails to make any payment when due under the Indebtedness. Other Defaults. Trustor fails to comply with or to perform any other term, obligation, covenant or. condition contained in this Deed of Trust or in any of the Related. Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Trustor. Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this deed of Trust, the !Vote or in any of the Related Documents. Default can Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other paymeni_ necessary to prevent filing of or to effect discharge of any lien. Default in Favor of Third Parties.. Should Trustor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Trustor's property or Trustor's ability to repay the Indebtedness or perform their respective obligations under this Deed of Trust or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished.to Lender by Trustor or on Trustor's behalf under this Deed of Trust or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Deed of .Trust or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Insolvency. The dissolution or termination of Trustor's existence as a going business, the insolvency of Trustor, the appointment of a receiver for any part of Trustors property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding; self-help, repossession or any other method, by any creditor of Trustor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Trustor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Trustor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Trustor under the terms of any other agreement between Trustor .and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Trustor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the DEED OF TRUST" Loan No: 90-180-9430-8 (Conon led) Page 8 guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Trustor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. RIGHTS ARID REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may exercise any one or more of the following rights and remedies: Election of Remedies. 'Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an. obligation of Trustor under this Deed of Trust, after Trustor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the. entire Indebtedness secured by this Deed of Trust 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 the Property, which notice Trustee shall cause to be filed for record. Beneficiary, also shall deposit with Trustee this Deed of Trust, the Dote, other documents requested by Trustee, and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the ,time and place fixed by it in the 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 the 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. in accordance with applicable law. 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 may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the 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. Judicial Foreclosure. With respect to all or any part of the Real Property, Lender shall have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the manner and to the full extent provided by California law. Collect Rents. Lender shall have the right, without notice to Trustor to take possession of. .and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Trustor irrevocably designates Lender as Trustor's attorney-in-fact to endorse instruments received in ppyment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property DEED OF TRUST Loan No. 90-100-9430-8 (Confinued) preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted .by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving.es a receiver. Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Trustor, Trustor shall become a tenant at sufferance of Lender or the, purchaser of the Property and shall, at Lender's option, either ( 1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law. Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal. Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least ten (1.0) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Sale of the Property. To the extent permitted by applicable law, Trustor hereby waives.. any and all rights to have the Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one, sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terrns of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are:necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate `from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there. is a Lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and -any anticipated: post -judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Trustor also will pay any court costs, in addition to all other suras provided by law. Rights of Trustee. Trustee. shall have all 'of the rights and duties of Lender as set forth in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing . and filing a . map or plat of the . Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) juin in any subordination or other agreement affecting this Deed. of Trust or the interest of Lender under this Deed of Trust. Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Trustor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Mage 10 the: right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial. foreclosure, in either case in accordance with and to the full extent provided by applicable law. Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of ORANGE County, State of California. The instrument shall contain, in addition to all other matters required by state law, the names of the original Lender, Trustee, and Trustor, the book and page where this Deed of Trust is recorded, and the name and address of the successor trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for substitution. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. NOTICES. Any notice required to be given under this Deed of Trust shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust: Trustor requests that copies of any notices of default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Trustor agrees to keep Lender informed at all times of Trustor's current address. Unless otherwise provided or required by law, if there is more than one Trustor, any notice given by Lender to any Trustor is deemed to be notice given to all Trustors. STATEMENT OF OBLIGATION FEE. Lender may collect a fee, not to exceed the maximum amount permitted by law, for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust, No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Trustor's residence, Trustor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Trustor's previous. fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all. cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity; without the written consent of Lender. Governing Law. This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Geed of Trust has been accepted by Lender in the State of California. Choice of Venae. If there is a lawsuit, Trustor agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County, State of California. DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Page 11 No Waiver by Lender. Lender shall not be deemed to. have waived any rights"r t of rust unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall, operate as a. waiver of such right or any other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a waiver of Lender's right otherwise to Oemand strict compliance with that provision or any other provision of this Deed of Trust. No. prior waiver by fender, nor any course of dealing between Lender and Trustor, shall constitute a waiver of any of Lender's rights or of any of Trustor's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of Trust, the granting of such consent by Leader in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction. finds anyprovision of this Deed of Trustto. be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible; the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Deed of Trust, Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Deed of Trust shell not affect the legality, validity or enforceability of any other provision of this Deed of Trust. Successors and !Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Trustor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns, If ownership of the Property becomes vested in a person other than Trustor, Lender, without notice to Trustor, may deal with Trustor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Trustor from the obligations of this Deed of Trust or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Deed of Trust. DEFINITIONS. The following capitalized words and terms shall have the following meanings .when used in this Deed .of Trust. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of .America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code: Beneficiary. The word "Beneficiary„ means Farmers & Merchants Bank of Long, Beach, a CA Corp, and its successors and assigns. Borrower. The word "Borrower" means SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY and includes all co-signers and co -makers signing the Note and all their successors and assigns. Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Trustor, Lender, and Trustee, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Default. The word "Default" means the Default set forth in this Deed of Trust in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7-7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Deed of Trust in the events of default section of this Deed of Trust. DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Gu.tar nty. Them Word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Trustors obligations or expenses incurred by Trustee or Lender to enforce Trustor's obligations under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. Lender. The word "Lender" means Farmers & Merchants Bank of Long Beach, a CA Corp, its successors and assigns. Nate. The word "Note" means the promissory note dated June 30, 2006, in the original principal amount of $5,100,000.00 from Trustor to Lender, together with all renewals of, extensions. of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. NOTICE TO TRUSTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned. by Trustor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all ,replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property„ means collectively the Deal Property and the Personal Property. Deal Property. The words "Real Property" mean the real property, interests and rights, as further described in this Deed of Trust. Related. Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future leases, rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property together with the cash proceeds of the Rents. Trustee. The word "Trustee" means Farmers & Merchants Trust Company of Long Beach, A California Corporation, whose address is PO Box 891, Long Beach, CA 90801 andany any substitute or successor trustees. Trustor. The word "Trustor" means SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY. DEED OF TRUST Loan No: 90-100-9430-5 (Continued) Page 13 TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND TRUSTOR AGREES TO ITS TERMS, INCLUDING THE VARIABLE RATE PROVISIONS OF THE NOTE SECURED BY THIS DEED OF TRUST. Fin SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CERTIFICATE OF ACKNOWLEDGMENT On , 20� before me, personally appeared DAVID L. ADAMS; CYNTHIA L. PUSa the basis of satisfactory evidence) to be the pers( rnls' ) instrument and acknowledged to me that he/sh /they capacity(ies), and that by his/her/their signature(s) o#the in which the persons) acted, executed the in; WITNESS my hand and official seal ) SS personally known to me (or proved to me on ,ke name(s) is/are subscribed to the within -uted the same in his/her/their authorized enoe person(s), or the entity capon behalf of Signature. (Seal) State of California } County of Orange } ss. City of San Juan Capistrano. ) r .(Gov't Code 40814 & Civil Code 118 1) 9n Juty�6,4.200G before n e, lVMargaret R. Monahan, Agency Secretga, personally appeared David F. 4. 9 Adams aid Cy t} is L. Russell, personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. (SEAL) WITNESS Amy hand and official seal. iwAi Marg et R Monahan, Agency Secretary Capacity Claimed by Signers Executive Director and. Agency Finance Officer Title Signers are Representing San Juan Capistrano Community Redevelopment Agency I Deed of Trust Title or Type of Document June 30 2006 Date of Document 0 DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Page 14 IM REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) , Trustee P11 The undersigned is the legal owner and holder of all Indebtedness se red by this Deed of Trust. All suras secured by this Deed of Trust have been fully paid and satisfied. You e hereby directed, upon payment to you of any sums owing to you under the terms of this meed of Trust or pursuant to any applicable statute, to cancel the Note secured by this Deed of Trust (which is delivered to you together with this Deed of Trust), and to reconvey, without warranty, to the parties designated by the terms of this Deed of Trust, the estate now held by you under this Deed of Trust. Please mail the reconveyance and Related Documents to: Beneficiary: 8y: Its: LRSE%!'fl Lad S. Ver. S.St.pp,ppy Cep'. M MOU eeervaG. --CA LAHMLAN01C 1%tPL1 t.FC T -8186 P% -Z6 (Rev._g Request for Taxpayer (lieu. January 2005) Identification Number and Certification Department of the Treasury Internal Revenue Service Name las shown on your income tax return) Print ILI or Business nama, if different from above type SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY SeeSole proprietor Individual/ 'c Check appropriate pox: ❑ ® Corporation on on Address (number, street, and apt, or suite no-) page 32400 PASEO ADELANTO 2. City, state, and ZIP code SAN JUAN CAPISTRANO, CA 92675 fist account number(s) here (optional# 90-100-9430-8. ❑ Partnership ❑ Other 11.� -------- Give form to the requester. Do not send to the IRS. ❑ Exempt from backup withholding Requester's name and address (options€i Farmers & Merchants Bank of Long Beach, a CA Corp San Juan Capistrano Office 31873 Del Obispo Street; San Juan Capistrano, CA 92675 1-pFrMtaxpayer [aenUTICatlon l UMber (I IN) Enter your TIN in the appropriate box. The TIN provided must match the name given Social.security number. on Line 1 to avoid backup withholding, For -individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification or number (EIN). If you do not have a number, see How to Get a TIN on page 3. Emplcyer identification number Note: If the account is in more than one name, see the chart on page 4" for guidelines 13-0053595 " on whose number to enter. _ € Certification Under penalties of perjury, I certify that: 1 . The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to. report all interest or dividends, or (c) the IRS has notified me that i am no longer subject to backup withholding, and 3. 1 am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For teal estate transactions, item 2 dues not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IIIA), and generally, pay nts other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TII',. fSe _ t! instructions on page 4.) , Purpose of Form A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person "requesting it (the' requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. Note: If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. For federal tax purposes you are considered a person if you are: 0 An individual who is a citizen or resident of the United ® Any estate (other than a foreign estai) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information. Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W.-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual. may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in thesaving clause may permit:an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. States, ® A partnership, corporation, company, or association created 2. The treaty article addressing the income. or organized in the United States or under the laws of the 3. The article number for location) in the tax treaty that United States, or contains the saving clause and its exceptions. SFA Farm W-9 (Rev. 1-20051 Form W-9 (Rev. 1-2(105) - Paae 2 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the eon from tax under the terms of the treaty arbgie,_, Example. Article 26 of i e S. fwhina income tax treaty allows an exemption from tai a . claoI rship income received by a Chinese student temporarily present in -the -United States. Under'U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claire an exemption from tax on his or her scholarship or fellowship income; would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity not subject to backup withholding give the requester the appropriate completed Form W-8. What is backup withholding? Persons .making certain payments to you must under certain conditions withhold and pay to the IAS 28% of such payments (after December 31, 2002). This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Heal estate transactions are not subject to backup withholding. You will not be.subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, or 2. You do riot certify your TIN when required (see the Part II instructions on page 4 for details), or 3. The IRS tells the requester that you furnished.an . incorrect TIN, or 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9. Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withbb.Iding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines. andlor imprisonment. i1llisuse.of TIMs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific instructions IT1=11 If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Parti of the form. Sole proprietor. Enter your individual name as shown on your social security card on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line. Limited liability company (LLC)- If you are a single-ma.mber LLC (including. a foreign LLC with a domestic owner) that is. disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter: the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.), then check the box for "Other" and enter "LLC—in the space provided. Other entities. Enter your business name as shown on required Federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line. Note- You are requested to check the appropriate box for your status (individuallsole proprietor, corporation, etc.). Exempt From Backup Withholding If you are exempt, enter your name as described above and check the appropriate box for your status, then check the "Exempt from backup withholding" box in the line following the business name, sign and date the form. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. (dote: If you are exempt from backup withholding, you. should still complete this form to avoid possible erroneous backup withholding. Exempt payees. Backup withholding is not required on any payments made to the following payees: 1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies or instrumentalities, 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or 5. An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6. A corporation, ' Form- W -g (Rev. 1-20e5� Page 3 7. A foreign central bank of issue, . 8. A dealer in securitiesor commodities. required to register in the United States, the District of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 10. A real estate investment trust, 1 1. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(x), 13. A financial institution, 14. A middleman known in the investment community as a nominee or custodian, or 15. A trust exempt from tax under section 664 or described in section 4947.. The chart below showstypes of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15. . ............. ..... ....... IF the payment is for ... THEN the payment is exempt for... Interest and dividend payments All exempt recipients except for 9 Broker transactions. Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly ac% as a. broker Barter exchange transactions Exempt recipients 1 through 5 and patronage dividends Payments over $600 required to be reported direct Generally, exempt recipients and sales over $5,000' 1 through 7Z See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation (including gross proceeds paid 'to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1.099-MISC are not exempt from backup ` withholding; medical and healthcare payments, attorneys' fees; and payments for services paid by a' Federai.executive agency. Part I. Taxpayer Identification Number (TIN) Eater your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number TITIN). Enter it in the social security number box. If youdo not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use. your SSN. - If you are a single -owner LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity's EIN. Mote: See the chart on page 4 for further clarification of name and TIN combinations. How to get TIN. If you. do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local Social Security Administration office or get this form on-line at www.soclalsecurity.godlonlinelss-5.pdf. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for. an EIN online by accessing the IRS website at www.irs.gov/b.6sinessesl and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS -4 from the IRS b .: visiting wwwars.gov orb calling 1 -800 -TAX -FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the, requester before you;are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Writing "Applied For" means that you have already applied for a TIN. or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. Form w-9 (Rev. 1-2005) Part fl Certification To establish to the withhold in agent that you are a U.S. person, or resident alien` sign orm W-9. i You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise. .Fora joint account, only the person whose T1 Nis shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding on page 2. Signature requirements. Complete the certification as indicated in 1 through 5 below. 1. Interest, dividend, and Harter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to -backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Heal estate transactions. You must sign the •certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification.unless you Have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business f or rents,. royalties, goods,(other than bills for merchandise), medical and Health care services {including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisiti©h or abandonment of secured property, cancellation' of debt, qualified. tuition program pajtments (under section 529), IRA, Coverdell ESA, Archer MSA or I4SA contributions or ' distributions, and pension distributions. You`must give your correct TIN, but you do not have to sign the certification. 17'rivacy Act Notice What Name and Number To Give the Reatiester For etas type of acatmt: Give narna and SSN of: t. Individual The individual 2. Two or more individuals Qoint The actual owner of the account or, if account) combined funds, the first individual on the account ' 3. Custodian account of a minor The minor z (Uniform Gift to Minors Act) 4. a. The usual revocable savings. The grantor -trustee' trust [grantor is also trusteel b. 50 -called trust account that is The actual owner ' not a legal or valid trust under state law S. Sole proprietorship or single -owner The owner s LLC For this type of acoou t: Give name and i IN of: 6. Sale proprietorship or single -owner The owner a LLC 7.- A valid trust, estate, or pension Legal entity 4 trust 8. Corporate or LLC electing corporate The corporation status an Form 8832 9. Association, club, religious, The organization charitable, educational, of other tax-exempt organization 10. partnership or mutti-member LLC The partnership 11. A broker or registered nominee - The broker or nominee 12, Account with the Department of The public entity Agriculture in the name of'a public entity (such as a state or local government, school district, or - prison) that receives agriculturai program payments ' List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. Circfe the minor's name and furnish the minor's SSN. a You must show your individual name and you may also enter your business or "DBA" name an the second name line. You may use either your SSN or BN Iif you have onel. If you are a sole proprietor, IRS encourages you to use your SSN. ` List first and circle the name of the Legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Mote: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest,. dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer, Certain penalties may also apply. Ln June, 30, 2006 Ms. Cynthia L. Russell San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92875 Dear Cynthia: Enclosed are the loan documents for the $5,100,000 for your reviews and to be signed by the designated signers. With the second set of documents, please feel free to write your questions, notes or comments for discussion purposes. On a side note you will notice a Hazard Insurance document that is needed to be singed. Please note that the document reads that the Bank may require you to provide insurance. As this is loan secured by vacant land, the Bank is not making any requirements for insurance, and will not make any requirements for insurance providing it property remains vacant land. Don't you just know that some legal beagle received payment for coming up with this idea. Please note that the Deed of Trust must be signed before a notary public. Also note that the pay off of the existing loan secured by the certificate of deposit does not include the interest due on that note. When returning the documents please enclose a check for the interest amount. If you or the city's counsel has any questions regarding the documents, please do not hesitate to call me. The office phone number is (949) 488-8550, or use my direct line (949) 488-8411. Best Regards, O.J. Gause !lice President/Manager Encl: 31873 Dei Obispo San Juan Capistrano, CA 92676 (949) 488-8580 Print or type See Instruct on page 2. Form -U '(Rev. Request for Taxpayer -Gyve farm W the January 2005) i requester. Do not Identification Number and Certification send to the IRS. pepartment of the Treasury internal Revenue Service Name (as shown on your income tax return) Business name, If different from above - SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY Individual! Check appropriate box: [I®Corporattan P sp ❑er 19'--------�------------ ❑artnerhiOther Exempt t from backu ❑ p p Sole proprietor withholding Address {number, street, and W. or suite no.) Requester's name and address (optional) 32400 PASEO ADELANTO Farmers & Merchants Bank of Long Beach CA Corp City, state, and ZIP code San Juan Capistrano Office SARI JUAN CAPISTRARiO, CA 92675 31873 Del Obispo StreetSan Juan Capistrano, CA 92675 t.ist account numbar(s) here (optional) 90-100-9430-8 rq%� € 1 axpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given Social security number on fine 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part 1 instructions on page 3. For other entities, it is your employer identification or number (EIN). If you do not have a number, see Hour to Get a TIN on page 3. --- Employer identification number Note: If the account is in more than one name, see the chart on page 4 for guidelines 33-0053595 on whose number to enter. Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number.to be issued to .To), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3, i am a U.S. person (including a U.S. resident alien), Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply, For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4.) Sign Signature of Here I U.S. persons Datelo, A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid,acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. Note: If a requester gives you a form other than Earns W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. For federal tax purposes you are considered a person if you are: 0 An individual who is a citizen or resident of the United States, Any estate (other thana foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information. Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W -B (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U:S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. If you are a U.S, resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country, Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. r o partnership, corporation, sorcompany, d or he lads of created 3. The article number (or location) in the tax treaty that or organized in the United States or under the laws of the contains the saving clause and its exceptions. United States, or g p SFA Form W-9 #Rev.1-2005) Form W9 (Rev. 1=2605) - - Page 2 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes. a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that. includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity not subject to backup withholding,give the requester the appropriate completed Form W-. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments (after December 31, 2002). This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, or 2. You do not certify your TIN when required (see the Part II instructions on page 4 for details), or 3. The IRS tells the requester that you furnished an incorrect TIN, or 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from baAup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9. Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINS. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. r T= If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your socia€ security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your social security card on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line. Limited liability company (LLC). If you are a single -member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.l, then check the box for "Other" and enter "LLC" in the space provided. Other entities. Enter your business name as shown on required Federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, -trade, or DBA name on the "Business name". line. Note: You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.). If you are exempt, enter your name as described above and check the appropriate box for your status, then check the "Exempt from backup withholding" box in the line following the Business name, sign and date the form. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note: If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Exempt payees. Backup withholding is not required on any payments made to the following payees: 1. An organization exempt from tax under section 501(a), any IRA, ora custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2), 2, The United States or any of its agencies or instrumentalities, 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or 5. An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6, A corporation, Form W-9 (Rev. 1-2006} Page 3 7. A foreign central bank of issue, S. A dealer in securities or commodities required to register in the United States, the District. of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 10. A real estate investment trust, 11. An entity registered at all times durin the tax year under the Investment Company Act c 1940, 12. A common trust fund operated by a bank under section 584(a), 13. A financial institution, 14. A middleman known in the investment community as a nominee or custodian, or 1 S. A trust exempt from tax under section 664 or described in section 4947. The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15. IF the payment is for ... THEN the payment is exempt for... Interest and dividend payments All exempt recipients except for 9 Broker transactions Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker Barter exchange transactions Exempt recipients 1 through 5 and patronage dividends Payments over $600 required Generally, exempt recipients to be reported and direct 1 through 72 sales over $5,000' See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1059-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees; and payments for services paid by a Federal executive agency. Part I. Taxpayer Identification Number (TIN) Enter your Thal in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your.TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single -owner LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 21, enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity's EIN. Note, See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local Social Security Administration office or get this form on-line at Wviw.socialsecurity.govfonline/ss-5.pdf. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ]TIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessingg the IRS website at www.irs.gov/businesses/ and clicking on Empiayer ID Numbers under Related Topics. You can get Forms W-7 and SS -4 from the IRS by visiting www.€rs.gov or by calling 1 -800 -TAX -FORM (1-800-829-3676). If you are asked to complete Form SN -9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note- Writing "Applied For" means that you have already applied for laNN or that you intend to apply for one soon, Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. Fobm W-9 (Rev. 1-2005) To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding on page 2. Si nature requirements. Complete the certification as indicated in 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered actrve during 1983. You must give your correct TIN, but you do not have to sign the _certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered Inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the farm. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods lather than bills for merchandise), medical and health care services (including payments to corporations►, payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or. abandonment of secured property, cancellation of debt, qualified tuition program payments [under section 529), IRA, Coverdell ESA, Archer VISA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. Primacy Act Notice Page 4 What Name and Number To Give the Requester For INS type of encaurd: Give narne and SSH eU 1. incl#viduai The individual 2. Two or more Individuals goint The actual owner of the account or, if account) combined funds, the first indfviduai on the account ` 3. Custodian account of a minor The minor (Uniform Gift to Minors Act# 4. a. The usual revocable savings -- - The grantor -trustee' trust (grantor is also trustee) b. Se -called trust account that is The actual owner' not a legal or valid trust under state law 5. Sole proprietorship or single -owner The owners LLC For this type of account: Clive name and EIN of: 6. Sole proprietorship or singlo-owner The owner 3 LLC 7. A valid trust, estate, or pension Legal entity c trust a. Corporate or LLC electing corporate The corporation status On Form 8aa2 9. Association, club, religious, The organization charitable, educational, or other tax-exempt organization 10. Partnership or multi -member LLC The partnership 11. A broker or registered nominee The broker or namioee 12. Account with the Department of The public entity Agriculture In the name of a public entity (such as a state or local government, school district, or - prison) that receives agricultural _ program payments F List First and circle the name of the person whose number you furnish, if only one person on a joint account has an SSN, that person's number must be furnished. z Circle the minor's name and furnish the minor's SSN. a You must show your individual name and you may also enter your business or "DBA" name on the second name fine. You may use either your $$N or EIN (if you have one). It you are a sale proprietor, IRS encourages you to use your SSN. 4 List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Note: If no name is circled when more than one name is ' listed, the number will be considered to be that of the first name listed. Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file infprmation.returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply. Corporat6orl: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 1, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: 6 : a s 8e erchants Bank of Long Beach, a CA Corp uarr Capistrano Office 31873 Del Obispo Street San Juan Capistrano, CA 92675 THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Corporation"). The Corporation is a non-profit corporation which is, and at all times shall be, duly organized, validly existing, and in. good standing under and by virtue of the laws of the State of California. The Corporation is duly authorized to transact business in all other states in which the Corporation is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the Corporation is doing business. Specifically, the Corporation is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. The Corporation has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. The Corporation maintains an office at 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 92675. Unless the Corporation has designated otherwise in writing, the principal office is the office at which the Corporation keeps its books and records. The Corporation will notify Lander prior to any change in the location of The Corporation's state of organization or any change in The Corporation's name. The Corporation shall do all things necessary to preserve and to keep'in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi -governmental authority or court' applicable to the Corporation and The Corporation's business activities. RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the Corporation is a close corporation having no Board of Directors then at a meeting of the Corporation's shareholders, duly called and held on , at which a quorum was present and voting, or by other duly authorized action in lieu of a meeting, the resolutions set forth in this Rese tin were adopted. OFFICERS. The following named persons are officers of SAN JUAN CAPISTRANO COMMUNIT E PMENT AGENCY: NAMES TITLES AUTHORIZED SIGNATURES DAVID L. ADAMS Executive Director Y X CYNTHIA L. RUSSELL Agency mance Officer Y X MARGARET R. MONAHAN Agency Secretary N ACTIONS AUTHORIZED. Any two (2) of the authorized persons listed above may enter into any agreements of any nature with Leader, and those agreements will bind the Corporation. Specifically, but without limitation, any two (2) of such authorized persons are authorized, empowered, and directed to do the following for and on behalf of the Corporation: Borrow Money. To borrow, as a cosigner or otherwise, from time to time from Lender, on such terms as may be agreed upon between the Corporation and Lender, such sum or sums of money as in their judgment should be borrowed; however, not exceeding at any one time the amount of Five Million One Hundred Thousand & 001100 Dollars ($5,100,000.004, in addition to such sum or sums of money as may be currently borrowed by the Corporation from Lender. Execute !Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Corporation's credit accommodations, on Lender's forms, at such rates of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any of the Corporation's indebtedness to Lender, and also to execute and deliver to Lender one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of credit accommodations. Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now or hereafter belonging to the Corporation or in which the Corporation now or hereafter may have an interest, including without limitation all of the Corporation's real property and all of the Corporation's personal property (tangible or intangible), as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed (including any amendments to or modifications, renewals, and extensions of such promissory notes!, or any other or further indebtedness of the Corporation to Lender at any time owing, however the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred; endorsed, hypothecated or encumbered. Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms and conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Notwithstanding the foregoing, any one of the above authorized persons may execute, deliver, or record financing statements. Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the Corporation's account with Lander, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable. Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documenils and agreements as the officers may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Resolution, .......... no 10 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text leD.9th Vmitations. Corporat6orl: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 1, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: 6 : a s 8e erchants Bank of Long Beach, a CA Corp uarr Capistrano Office 31873 Del Obispo Street San Juan Capistrano, CA 92675 THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Corporation"). The Corporation is a non-profit corporation which is, and at all times shall be, duly organized, validly existing, and in. good standing under and by virtue of the laws of the State of California. The Corporation is duly authorized to transact business in all other states in which the Corporation is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the Corporation is doing business. Specifically, the Corporation is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. The Corporation has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. The Corporation maintains an office at 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 92675. Unless the Corporation has designated otherwise in writing, the principal office is the office at which the Corporation keeps its books and records. The Corporation will notify Lander prior to any change in the location of The Corporation's state of organization or any change in The Corporation's name. The Corporation shall do all things necessary to preserve and to keep'in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi -governmental authority or court' applicable to the Corporation and The Corporation's business activities. RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the Corporation is a close corporation having no Board of Directors then at a meeting of the Corporation's shareholders, duly called and held on , at which a quorum was present and voting, or by other duly authorized action in lieu of a meeting, the resolutions set forth in this Rese tin were adopted. OFFICERS. The following named persons are officers of SAN JUAN CAPISTRANO COMMUNIT E PMENT AGENCY: NAMES TITLES AUTHORIZED SIGNATURES DAVID L. ADAMS Executive Director Y X CYNTHIA L. RUSSELL Agency mance Officer Y X MARGARET R. MONAHAN Agency Secretary N ACTIONS AUTHORIZED. Any two (2) of the authorized persons listed above may enter into any agreements of any nature with Leader, and those agreements will bind the Corporation. Specifically, but without limitation, any two (2) of such authorized persons are authorized, empowered, and directed to do the following for and on behalf of the Corporation: Borrow Money. To borrow, as a cosigner or otherwise, from time to time from Lender, on such terms as may be agreed upon between the Corporation and Lender, such sum or sums of money as in their judgment should be borrowed; however, not exceeding at any one time the amount of Five Million One Hundred Thousand & 001100 Dollars ($5,100,000.004, in addition to such sum or sums of money as may be currently borrowed by the Corporation from Lender. Execute !Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Corporation's credit accommodations, on Lender's forms, at such rates of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any of the Corporation's indebtedness to Lender, and also to execute and deliver to Lender one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of credit accommodations. Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now or hereafter belonging to the Corporation or in which the Corporation now or hereafter may have an interest, including without limitation all of the Corporation's real property and all of the Corporation's personal property (tangible or intangible), as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed (including any amendments to or modifications, renewals, and extensions of such promissory notes!, or any other or further indebtedness of the Corporation to Lender at any time owing, however the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred; endorsed, hypothecated or encumbered. Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms and conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Notwithstanding the foregoing, any one of the above authorized persons may execute, deliver, or record financing statements. Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the Corporation's account with Lander, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable. Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documenils and agreements as the officers may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Resolution, CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL loan No. 90-100-9430-8 (Continued) Page 2 ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or filings required by law relating to all assumed business names used by the Corporation. Excluding the name of the Corporation, the following is a complete list of all assumed lousiness names under which the Corporation does business: None. NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (A) change in the Corporation's name; 113) change in the Corporation's assumed business name(s); (Cl change in the management of the Corporation; 1171 change in the authorized signeris); (E) change in the Corporation's principal office address; (F) change in the Corporation's state of organization; (G) conversion of the Corporation to a new or different type of business entity; or JH) change in any other aspect of the Corporation that directly or indirectly.. relates to any agreements between the Corporation and Lender. No change its the Corporation's name or state of organization will take effect until after Lender has received notice. CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are duly elected, appointed, or employed by or for the Corporation, as the case may be, and occupy the positions set opposite their respective names. This Resolution now stands of record on the books of the Corporation, is in full force and effect, and has not been modified or revoked in any manner whatsoever. NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal is affixed to this Resolution. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are hereby ratified and approved. This Resolution shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to and received by Lender at Lender's address shown above for such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Corporation's agreements or commitments in effect at the time notice is given. IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signatures set opposite the names listed above are their genuine signatures. I have read all the provisions of this Resolution, and I personally and on behalf of the Corporation certify that all statements and representations made in this Resolution are true and correct. This Corporate Resolution to Borrow I Grant Collateral is dated CERTIF1 ANT X MARGARET R. MONAHAN, Agency Secretary of SAN. JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY NOTE: If the officers signing this Resolution are designated by the foregoing daeurnent as one of the officers authorized to act on the Corporatirm's behalf, it is advisai7[e to have this nesolutlon signed by at least one non -authorized officer of the Corporation. LAS EV PRO Sending, Vey. 6.33.aa.a0a Capr, Ne,tentl Anencief $dn(One, enc. 107, 2000, Atl Ri6hu few . -CA l:INAR1.AiJnlGflll.%.1C10 FC TR -8786 P5.26 PROMISSORY NOTE 000 ;......::::::::::::::; References in the shaded area are for Lender's use only and do not limit the applicability a Es document to any particular loan or item. Any item above containing "**" has been omitted due to text length limitations. Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beach, a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675 San Juan Capistrano, CA 92675 Principal Amount., $5,100,000.00 Initial Rate: 65.750% Datp, of Note: June 30, 2006 PROMISE TO PAY, SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Borrower") promises to pay to Farmers & Merchants Bank of Long Beach, a CA Corp ("Lender"), or order, in lawful money of the United States of America, the principal amount of Five Million One Hundred Thousand & 001100 Dollars ($5,100,000.00), together with interest on the unpaid principal balance from June 30, 2006, until paid in full. PAYMENT. Borrower will pay this loan in full immediately upon Lender`s demand. If no demand is made, Borrower will pay this loan in one principal payment of $6,100,000.00 plus interest on June 30, 2008. This payment due on June 30, 2008, will be for all principal and all accrued interest not yet paid. In addition, .Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 30', 2006, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to. principal; then to any late charges; and then to any unpaid collection costs. Interest on this Note is computed on a 3651365 simple interest basis; that is, by applying the ratio of the annual interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding, Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index"l. This is the rate Lender charges, or would charge, on 90 -day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. 'the lndex currently is 8.250% per annum. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate of 1.500 percentage points under the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 6.750% per annum. NOTICE: Under no circumstances will the interest rate on this Note be less than 6.500% per annum or more than the maximum rate allowed by applicable law. PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $100.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earl -ser than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or, delivered to: Farmers & Merchants Bank of Long Beach, a CA Corp; San Juan Capistrano Office; 31873 Del Obispo Street; San Juan Capistrano, CA 92675. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $5.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, at Lender's option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in this Note (including any increased rate). Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately increase by adding a 5.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note Other Defaults. Borrower fails to Comply with or to perforin any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property; any assignment for the benefit of creditors, any type of creditor workout; or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture. proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party PROMISSORY DOTE Loan No: 90-100-9430-8 (Continued) Page 2 of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. . Insecurity. Lender in good faith believes itself insecure. LENDER'S RIGHTS, Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to tate extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County, State of California. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: a Deed of Trust dated June 30, 2006, to a trustee in favor of Lender on real property located in ORANGE County, State of California. That agreement contains the following due on sale provision: Lender may, at Lender's option, declare immediately due and payable all sums secured by the Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three 13) years, lease -option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Borrower is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Borrower. However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law. Receipt of Payments. Payments received by 2:00 P.M. Pacific Standard Time on any business day shall be credited as of that day. All other payments may be credited as of the next business day. Date Change. Should the terms of the note indicate a rate change on a specific date, and that date falls on a weekend or holiday, the rate change may occur on the business day immediately preceding. Successor Interests. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. General Provisions. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made, The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BOR80WER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. as -•s i SAN .JUAN CAPISTRAN MUTY ELOPMENT AGENCY By: DAVID L. ADAMS, Executive Directar of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY cr%py By: CYNTHIA L. RUSSELL, Agency Finance Officer of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY L45ER PAO La�ain0 Ver, 5.81.00.905 Cop'. }1a,lnna Fineap€11 SW14111, €n 1887, M6. M Righty Re- - CA L WARE NMC;ALKID20.RC T -8786 M-26 00_ ...� ..... r....... �....... �..�•��.��?:. 0.: 0 > .: ^ I, References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beach, a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675 Sass Juan Capistrano, CA 92675 LOAN TYPE. This is a Variable Rate Nondisclosable Loan to a Corporation for $5,100,000.00 due on June 30, 2008. The reference rate (Farmers & Merchants Bank of Long Beach Prime Rate, with an interest rate floor of 6.500% currently 8.250%I is added to the margin of -1.500%, resulting in an initial rate of 6.750. PRIMARY PURPOSE OF LOAN, The primary purpose of this loan is for: ❑ Personal, Family, or Household Purposes or Personal Investment. N Business (including Real Estate Investment). SPECIFIC PURPOSE. The specific purpose of this loan is: REFINANCE PURCHASE OF 2.02 ACRE PARCEL ON STONEHILL DRIVE IN SAN JUAN CAPISTRANO, CA 92675. DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $5,100,000.00 as follows: Amount paid to Borrower directly: $5,100,000.00 $5,100,000.00 Deposited to ESCROW Account # 17001452 -MC Note Principal: $ 5,100,000.00 FINANCIAL CONDITION, BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO [MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED JUNE 30, 2006. BORROWER., iASEfl PRp Eantre�p, Vx. 5.3F.OE1.004 Cnyr, yerEe�M Fn..Nl G.Wt.-, I— t49i, 2(*U, AN fthle Ra—e . -CA L:\yAR€ANF)1C Fl1LP11120.fC TR -9186 PR�y6 WHEN RECORDED MAIL TO: Farmers &. Merchants Bank of Long Beach, a CA Corp San Juan Capistrano Office 31873 Del Obispo Street Sara Juan Capistrano, CA 92675 Lem DEED OF TRUST THIS DEED OF TRUST is dated June 30, 2006, among SA od. N C® COMMUNITY REDEVELOPMENT AGENCY, A CALIFORNIA MUNICIPAL AGENC ,� D AN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, A PUBLIC BODY CORPORA ND POLITIC, whose address is 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 92675 ("Trustor"); Farmers & Merchants Bank of Long Beach, a CA Corp, whose address is San Juan Capistrano Office, 31873 Del Obispo Street, Sara Juan Capistrano, CA 92675 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"), and Farmers & Merchants Trust Company of Lang Beach, A California Corporation, whose address is PO Box 891, Long Beach, CA 90801 (referred to below as "Trustee"). CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably grants, transfers and assigns to Trustee in trust, with power of sale, for the benefit of Lender as Beneficiary, all of Trustor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements"and fixtures; all easements, rights of way, and appurtenances; all water, water rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in ORANGE County, State of California: See EXHIBIT "A", which is attached to this Deed of Trust and made a part of this Deed of Trust as if fully set forth herein. The heal Property or its address is commonly known as VACANT LAND, SAN JUAN CAPISTRANO, CA 92675. The Assessor's Parcel Number for the Real Property is 121-253-13 &-15 AND 121-240-39 &-73. Trustor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Trustor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. This is an absolute assignment of Rents made in connection with an obligation secured by real property pursuant to California Civil Code Section 2938. In addition, Trustor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS ,AND (13) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF THE TRUSTOR UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEEB OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE, Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner DEM -OF TRUST Loan No: 90-100-9430-8 (Continued) perform all of Trustor's obligations under the Dote, this Deed of Trust, and the Related Documents. POSSESSION ANIS MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor's po 4on and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Tre a remain in possession and control of the Property; (2) use, operate or manage the Property3} collect the Rents from the Property. Duty to Maintain. Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Trustor represents and warrants to Lender that: (1) During the period of Trustor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Trustor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Trustor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous 'Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Trustor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Trustor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made. by Lender shall be for Lender's purposes only'and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any other person. The representations and warranties contained hereinare based on Trustor's due diligence in investigating the Property for hazardous Substances. Trustor he (1 } releases and waives any future claims against Lender for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Heed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Trustor's ownership or interest in the Property, whether or not the same was or should have been known to Trustor. The provisions of this section of the Deed of Trust, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Trustor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property.. Without limiting the generality of the foregoing, Trustor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Trustor shall not demolish or remove any lmprovements from the Real Property without Lender's prior. written consent. As a condition to the removal of any Improvements, Lender may require Trustor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Fight to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Trustor's compliance with the terms and conditions of this Deed of Trust. DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Page 3 Compliance with Governments[ Requirements. Trustor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including. without limitation, the Americans With Disabilities Act. Trustor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Trustor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized: -Lender may require Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Trustor agrees neither to abandon or leave unattended the Property. Tor shall do all other acts, in addition to those acts set forth above in this section, which from theOand use of the Property are reasonably necessary to protect and preserve the Property DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option,;Ler's r immediately due and payable all sums secured by this Deed of Trust upon the sale or .transfer, without prior written .consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease -option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding- title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Trustor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Trustor. However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. Trustor shall pay when due (and in all events at least ten (10) days prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Trustor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this meed of Trust, except for the lien of taxes and assessments not due and except as otherwise provided in this Deed of Trust. Right to Contest. Trustor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Trustor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen 0 5) days after Trustor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Trustor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Trustor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, material€men's lien, or other lien could be asserted on account of the work, services, or materials. Trustor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Trustor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this CREED -OF TRUST Loan No: 90-104-9430-8 (Continued) Page 4 Deed of Trust. Maintenance of Insurance. Trustor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Trustor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally, Trustor shall maintain such other insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may reasonably require. Notwithstanding the foregoing, in no event shall Trustor be required to provide hazard insurance in excess of the replacement value of the improvements .on the Real Property. Policies shall be written in form, amounts, coverages and basis re. bly In Lender and issued by a company or companies reasonably acceptable to Lender. Tr for u n0 Lender, will deliver to Leader from time to time the policies or certificates of ins nc in orm satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Trustor or any other person. Should the Deal Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Trustor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the fall unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and .to maintain such insurance for the term of the loan. Application of Proceeds. Trustor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Trustor fails to do so within fifteen (15) days of the casualty. If in Lender's sole judgment Lender's security interest in the Property has been impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If the proceeds are to be applied to restoration and repair, Trustor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Trustor from the proceeds for the reasonable cost of repair or restoration .if Trustor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 1$0 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Trustor as Trustor's interests may appear. Trustor's Report on Insurance. Upon request of Lender, however not more than once a year, Trustor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (9) the amount of the policy; (4) the property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the expiration date of the policy. Trustor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Trustor fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Trustor's failure to discharge or pay when due any amounts Trustor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Trustor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Trustor. All such expenses will DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Page 5 become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are apart of this Deed of Trust: Title. Trustor warrants that: (a) Trustor holds good and marketable title of record to the Property in fee simple, .free and clear of all liens and encumbrances other than those set forth in the Rpal Property description or in any title insurance policy, title report, or final title opini ue nd accepted by, Lender in connection with this Deed of Trust, and (b) Trustor has th full rig an authority to execute and deliver this Deed of Trust to Lender. Defense of Title. Subject to the exception in the paragraph above, Trustor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Trustor's title or the interest of Trustee or Lender under this Deed of Trust, Trustor shall defend the action at Trustor's expense. Trustor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel 'of Lender's own choice, and Trustor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Trustor warrants that the Property and Trustor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Trustor in this Deed of Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in full force and effect until such time as Trustor's Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to eminent domain .and inverse condemnation proceedings are a part of this Deed of Trust: Proceedings. If any eminent domain or inverse condemnation proceeding is commenced affecting the Property, Trustor shall promptly notify Lender in writing, and Trustor shall promptly take such steps as may be necessary to pursue or defend the action and obtain the award. Trustor may be the nominal party in any such proceeding, but Lender shall be entitled, at its election, to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Trustor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds, If any award is made or settlement entered into in any condemnation proceedings affecting all or any part of the Property or by any proceeding or purchase in lieu of condemnation, Lender may at its election, and to the extent permitted by law, require that all or any portion of the award or settlement be applied to the Indebtedness and to the repayment of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the condemnation proceedings. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Deed of Trust: Current Taxes, Fees and Charges. Upon request by Lender, Trustor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Heal Property. Trustor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or DEF -1r; O TRI -SV Loan No: 90-100-9430-8 (Continued) registering this Deed of Trust. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Trustor which Trustor is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Trustor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either (1 ) pays the tax before it becomes delinquent, or (2) contests the tax as providejEortthopcPurloy e nd Liens section and deposits with Lender cash or a sufficient corporate surety satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of this Deed of Trust: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and, Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. " Security Interest. Upon request by Lender, Trustor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. Trustor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Trustor shall not remove, sever or detach the Personal Property from the Property. Upon default, Trustor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Trustor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. ,Addresses. The mailing addresses of Trustor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Deed of Trust. FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust: Further Assurances. At any time, and from time to time, upon request of Lender, Trustor will make, execute and deliver., or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Trustor's obligations under the Note, this Deed of Trust, and the delated Documents, and (2) the liens and security interests created by this Deed of Trust as first and prior liens on the Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or Lender agrees to the contrary in writing, Trustor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney -in -Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. FUM. PERFORMANCE, If Trustor pays all the Indebtedness when due, and otherwise performs all the DEED--ODEED--OF TRUST Loan No: 90-100-9430-8 (Continued) obligations imposed upon Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust: Payment Default. Trustor fails to make any payment when. due under the Indebtedness. Other Defaults, Trustor fails to comply with or to perforin any other term, obligation, covenant or condition contained in this Deed of Trust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained.in any other agreement between Lender and Trustor. Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note or in any of the Related Documents. Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Default in Favor of Third Parties, Should Trustor default under any loan, e n f credit, security agreement, purchase or sales agreement, or any other agreement, i or a t er creditor or person that may materially affect, any of Trustor's property or Trustor's bili to repay the Indebtedness or perform their respective obligations under this Deed of Trust or any o elated Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Trustor or on Trustor's behalf under this Deed of Trust or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Insolvency. The dissolution or termination of Trustor's existence as a going business, the insolvency of Trustor, the appointment of a receiver for any part of Trustor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Trustor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Trustor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Trustor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Trustor under the terms of any other agreement between Trustor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Trustor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the DEED OF TRUST i-oan No: 90-100-9430-8 (Continued) guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Trustor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. BIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may exercise any one or more of the following rights and remedies: Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust, after Trustor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Foreclosure by Sale. [upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust 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 the Property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, other documents requested by Trustee, and all documents evidencing expenditures secured hereby, After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand. on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may deV e, at public auction to the highest bidder for cash in lawful money of the United $, b e of sale. Trustee may postpone sale of all or any portion of the Property by publi nn un at such time and place of sale, and from time to time thereafter may postpone such sale by ubli announcement at the time fixed by the preceding postponement in accordance with applicable law. rustee 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 may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the 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. Judicial Foreclosure. With respect to all or any part of the heal Property, Lender shall have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the uniform Commercial Code, including without limitation the right to recover any deficiency in the manner and to the full extent provided by California law. Collect Dents. Lender shall have the right, without notice to Trustor to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the lents are collected by Lender, then Trustor irrevocably designates Lender as Trustor's attorney-in-fact to endorse instruments received in payment thereof in the name of Trustor and to negotiate the sante and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property DEED OF TRUST Loan No: 90-100-9430-8 .(Continued) Page 9 preceding foreclosure or sale:, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a. receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Trustor, Trustor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law. Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Sale of the Property. To the extent permitted by applicable law, Trustor waives any and all rights to have the Property marshalled. In exercising its rights and remed' ONdrMee or`Lender shall be free to sell all or any part of the Property together or separately neby separate sales. Lender shall be entitled to bid at any public sale on all or any portion of tPr perty. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Trustor also will pay any court costs, in addition to all other sums provided by law. Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Beed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Trustor. (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Trustor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have DEED OF TRUST" Loan No: 90-100-9430-8 (Continued) Page 10 the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office, of the recorder of ORANGE County, State of California. The instrument shall contain, in addition to all other matters required by state law, the names .of the original Lender, Trustee, and Trustor, the book and page where this Deed of Trust is recorded, and the name and address of the successor trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for substitution. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. NOTICES. Any notice required to be given under this Deed of Trust shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust: Trustor requests that copies of any notices of default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. All i of notices of foreclosure from the holder of any lien which has priority over this Deed of rust n to Lender's address, as shown near the beginning of this Deed of Trust. Any party m c an it ass for notices under this Deed of Trust by giving formal written notice to the other parties, eci ying that the purpose of the notice is to change the party's address. For notice purposes, Trustor agree eep Lender informed at all times of Trustor's current address. Unless otherwise provided or required by law, if there is more than one Trustor, any notice given by Lender to any Trustor is deemed to be notice given to all Trustors. STATEMENT OF OBLIGATION FEE. Lender may collect a fee, not to exceed the maximum amount permitted by law, for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Trustor's residence, Trustor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Trustor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Governing Law. This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Deed of Trust has been accepted by Lender in the State of California. Choice of Venue. if there is a lawsuit, Trustor agrees upon Lender's request to submit to the jurisdiction of the courts of ©range County, State of California. DEED OF TRUST Loan No: 90-100-9430-8 (Continued) Page 11 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of. this Deed of Trust shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. No prior waiver by Lender, nor any course of dealing between Lender and Trustor, shall -constitute a waiver of any of Lender's rights or of .any of Trustor's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Deed of Trlast. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legality, validity or enforceability of any other provision of this Deed of Trust. Successors and Assigns. Subject to any limitations stated in th 0 e € rust on transfer of Trustor's interest, this Deed of Trust shall be binding upon and i e o t e flt of the parties, their successors and assigns. If ownership of the Property becomes vest in person other than Trustor, Lender, without notice to Trustor, may deal with Trustor's successors reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Trustor from the obligations of this Deed of Trust or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Deed of Trust_ DEFINITIONS, The following capitalized words and terms shall have the following meanings when used in this Deed of Trust. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code: Beneficiary. The word "Beneficiary" means Farmers & Merchants Bank of Long Beach, a CA Corp, and its successors and assigns. Borrower. The word "Borrower" means SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY and includes all co-signers and co -makers signing the Note and all their successors and assigns. Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Trustor, Lender, and Trustee, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Default. The word "Default" means the Default set forth in this Deed of Trust in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, pub. L. No. 99-499 f"SARA"?, the hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery -Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event. of Default" mean any of the events of default set forth in this Deed of Trust in the events of default section of this Deed of Trust. DEED OF TRIST Loan 90-100-9430-8 (C, d Page 12 Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled, The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all yewals of, extensions of, modifications of, consolidations of and substitutions for the to or ments and any amounts expended or advanced by Lender to discharge Trustor's ig do R incurred by Trustee or Lender to enforce Trustor's obligations under this Deed of T st, oge th interest on such amounts as provided in this Deed of Trust. Lender. The word "Lender" means Farmers & Merchants Bank of Long Beach, a CA Corp, its successors and assigns. Neste. The word "Note" means the promissory note dated June 30, 2006, in the original principal amount of $5,100,000.00 from Trustor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. NOTICE TO TRUSTOR., THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Trustor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property: and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or rather disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Deed of Trust. Delated Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future leases, rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property together with the cash proceeds of the rents. Trustee. The word "Trustee" means Farmers & Merchants Trust Company of Long Beach, A California Corporation, whose address is PO Box 891, Long Beach, CA 90801 and any substitute or successor trustees. Trustor. The word "Trustor" means SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY. DEED OF TRUST Loam No., 90-100-3430-8 (Continued) Page 13 TRUSTOR ACKNOWLEDGES WAVING READ ALL THE PROVISIONS OF THIS ®EE® OF TRUST, AND TRUSTOR AGREES TO ITS TERMS, INCLUDING THE VARIABLE RATE PROVISIONS OF THE NOTE SECURED BY THIS DEED OF TRUST. SAN .DUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY Ry: _ COPY DAVID L. AIDS, Executive Director of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CYNTHIAL. V t JUAN r. ,:,r 0111R REDEVELOPMENT AGENCY CERTIFICATE O ' '.l Im personally appeared DAVID L. ADAMS; CYNTHIA L. RUSSELL, personally known. to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her)their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature __ � _ (Seel) DEED OF TRUST E:n No: 90-100-9430-8 (C,. R (D® NOT RECORD) 114 REQUEST FOR FULL RECONVEYAN (To COV be used only when obligations have been pa in !!) To: Trustee Page 14 The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All sums secured by this Deed of Trust .have been fully paid and satisfied. You are hereby directed, upon payment to you of any sums owing to you under the terms of this Deed of Trust or pursuant to any applicable statute, to cancel the Note secured by this Deed of Trust which is delivered to you together with this Deed of Trust), and to reconvey, without warranty, to thedesignated by the terms of this Deed of Trust, the estate now held by you under this Deed of Trym. P e ail the reconveyance and Related Documents to: Date Beneficiary: By: Its: 4 FA Pp(7 t-60 V- 5.3I'MON C.". Hetlann (ynenael $oEnGO, B. Inc. 189%, 2008. M flight, fi--J. - GA LAW RF NG%CTRL IG01.-C. TA -8188 F'A 2fi dimrtit.;:<.::::::::a.e AN References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***r' has been omitted due to text length limitations. Borrower, SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beach, a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31673 Del Obispo Street SAN JUAN CAPISTRANO, CA 92676 San Juan Capistrano, CA 92675 HAZARD INSURANCE DISCLOSURE Made Pursuant to California Civil Code Section 2955.5 DO NOT SIGN THIS FORM UNTIL YOU CAREFULLY READ IT AND UNDERSTAND ITS CONTENT You have applied for a loan or credit accommodation that will be secured by real property. As a condition of the loan or credit accommodation, Lender may require you to maintain hazard insurance coverage for the real property. California law provides that Lender cannot require you, as a condition of receiving or maintaining a loan secured by real property, to provide hazard insurance coverage against risks to the property (such as fire and other perils) in an amount exceeding the replacement value of the building or structures attached to the property. BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, RECEIVED ARID UNDERSTAND THIS HAZARD INSURANCE DISCLOSURE. THIS DISCLOSURE IS DATED JUNE 30, 2€ 06. BORROWER: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: DAVID L. A Executive actor of SAN JilAl� CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: [] co Py CYNTHIA L. RUSSELL, Agency Fiance Officer of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY LASER PRO Eendino. V., 5.31,00X66 COPY. i,q{S 5111t— J— 1907, 2006. Alf RiV— Resp — - CA L',lRARL4kOSCPEILPLW 46.F6 TR 096 PA 26