HomeMy WebLinkAboutReso RDA 10-1996 RESOLUTION NO. 10-96
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA
A RESOLUTION APPROVING AN OWNER PARTICIPATION
AGREEMENT BETWEEN THE SOUTH SAN FRANCISCO
REDEVELOPMENT AGENCY AND THE GRAND HOTEL FOR
A GRANT TNV~STM~NT PARTNERSHIP T.OAN
WHEREAS, the attached Owner Participation Agreement has been
negotiated between the Grand Hotel General Partnership, owner of
property located at 731 and 739 Airport Boulevard, on the one
hand, and the City of South San Francisco Redevelopment Agency on
the other; and
WHEREAS, the Owner Participation Agreement concerns 731 and
739 Airport Boulevard and contains the proposed agreement between
the Grand Hotel General Partnership and the Redevelopment Agency
of the City of South San Francisco for the redevelopment of such
property; and
WHEREAS, the Owner Participation Agreement provides that the
Redevelopment Agency will provide a loan in the amount of
$500,000, for a Grant Investment Partnership Loan.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency
of the City of South San Francisco that:
1. The Executive Director is authorized and directed to
execute on behalf of the Redevelopment Agency of the City of
South San Francisco an Owner Participation Agreement between the
Redevelopment Agency and owners of the Grand Hotel General
Partnership for improvements to the Grand Hotel property located
at 731 and 739 Airport Boulevard.
2. The Executive Director is further authorized to execute
any and all loan documents necessary to assure that the Owner
Participation Agreement is carried out as stated.
T "~ IT
I hereby certify that the foregoing Resolution was regularly
introduced and adopted by the Redevelopment Agency of the City of
South San Francisco at a regular., meeting held on the llth
day of September , 1996 by the following vote:
AYES: Boardmembers Joseph A. Fernekes, Eugene R. Mu]lin, John R.
Penna, Robert Yee and Chairman Jack Drago
NOES: None
ABSTAIN: None
ABSENT: None
Cl'ert~ ~c
Redevelopment Ag y of the
City of South San Francisco
RDAGrandHotel. opa
ATTACHMENT TO RESOLUTION NO. 10-96
THIS OWNER PARTICIPATION AGREEMENT (this "Agreement") dated as of
, 199__, is entered into by and between the CITY OF SOUTH SAN
FRANCISCO REDEVELOPMENT AGENCY, a public body corporate and politic (the
"Agency") and The Grand Hotel, doing business as A General Partnership
("Participant"). The Agency and Participant agree as follows:
This Agreement is entered into with reference to the following facts:
A. This Agreement is entered into pursuant to, and in implementation
of, the Downtown/Central Redevelopment Plan for Redevelopment Project No. 1 of
the City of South San Francisco as adopted by the City Council of the City of
South San Francisco by Ordinance No. 1056 - 89 on July 12, 1989.
B. The purpose of this Agreement is to effectuate the Redevelopment
Plan for the Project Area by providing for the redevelopment of the Property.
Completion of the Improvements constituting the Project pursuant to this
Agreement is in the best interests of the City and the Agency, and the health,
safety and welfare of residents and taxpayers of the Project Area and the
City, and is in accord with the public purposes and provisions of applicable
and state and local laws.
C. A material inducement to the Agency to enter into this Agreement is
the agreement by Participant to construct the Improvements within a limited
period of time as referenced in Section 2.11 and the Agency would be unwilling
to enter into this Agreement in the absence of an enforceable commitment by
Participant to construct the Improvements within a limited period of time.
D. Construction of the Improvements will assist in the elimination of
blight in the Project Area, provide additional jobs, improve safety in the
Project Area and substantially improve the economic and physical conditions in
accordance with the purposes and goals of the Redevelopment Plan.
E. The Agency has determined that the land uses specified in this
Agreement and the provisions relating to construction of the Improvements
specified in this Agreement are consistent with the provisions of the
Redevelopment Plan and each of its applicable elements.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1. DEFINITIONS.
Section 1.1. Definitions.
The following terms as used in this Agreement shall have the meanings
given unless expressly provided to the contrary:
1.1.1. Agency means the City of South San Francisco Redevelopment
Agency, a public body, corporate and politic, exercising governmental
functions and powers and is organized and existing under the Con~nunity
Redevelopment Law of the State of California and with full power and authority
to execute this Agreement. The principal office of the Agency is located at
400 Grand Avenue, South San Francisco, California 94080.
1.1.2. Agency Loan means the loan of funds by the Agency to
Participant as set forth in Article 3.
1.1.3. Agreement means this Owner Participation Agreement.
1.1.4 Agency Note shall mean the promissory note detailing the
terms and conditions of the loan of funds by the Agency to Participant, as set
forth in Article 3.
1.1.5. Cit~ means the City of South San Francisco, a municipal
corporation. The principal office of the City is located at 400 Grand Avenue,
South San Francisco, California 94080.
1.1.6 City Note shall mean the promissory note detailing the
terms and conditions of the loan of funds by the City to Participant, as set
forth in Article 3.
1.1.7 Gross Revenue shall mean all revenues received by
Participant from the property's tenants.
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1.1.8. Improvements means the improvements described on Exhibit A,
attached hereto and incorporated herein by this reference (the "Scope of
Development").
1.1.9. Project means the construction of the Improvements on the
real property located at 731 and 739 Airport Blvd. in accordance with the
Scope of Development.
1.1.10. Project Area means Redevelopment Project No. 1 of the
Agency.
1.1.11. Property means the real property located at 731 and 739
Airport Blvd.
1.1.12. Redevelopment Plan shall mean the Redevelopment Plan for
Downtown Central Redevelopment Project No. 1 of the City of South San
Francisco as adopted by the City Council of the City of South San Francisco by
Ordinance No. 1056 - 89 on July 12, 1989.
1.1.13. Operating Expenses shall be the usual and customary expenses
of the Property that are not paid directly by the tenants.
1.1.14. Participant means The Grand Hotel, A General Partnership.
1.1.15 SCOPE OF DEVELOPMENT shall mean the proposed improvements
described in Exhibit ~A" attached thereto and incorporated herein by
reference.
1.1.16 SCHEDULE OF PERFORMANCE shall mean the development schedule
defined in Exhibit "B" attached hereto and incorporated herein by reference.
ARTICLE 2. DEVELOPMENT OF THE PROPERTY
Section 2.1. Ownership of the Property. Participant hereby
covenants that Participant is the sole owner of the property located at
located at 731 and 739 Airport Blvd. as of the date and execution of this
Agreement.
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Section 2.2. Development of the Property.
2.2.1. Scope of Development.
Participant hereby agrees to construct the Improvements on the Property
more fully described in Exhibit A. Said improvements shall conform to the
requirements of the city building codes and any other applicable statues,
ordinances and regulations. Participant shall complete all Improvements as
provided for in this Agreement.
Section 2.2.2 Schedule of Performance
Participant hereby agrees to complete the Scope of Development referred
to in Section 2.2 above, on the Schedule defined in Exhibit B.
Section 2.3. Cost of Construction.
The Cost of developing and constructing the Improvements shall be borne
solely by Participant and shall not be an obligation of the Agency, except to
the extent the Agency shall assist Participant by reimbursing the cost of
construction of the Improvements, up to the amount of the Agency Loan.
Section 2.4. Final Construction Drawings and Related Documents.
Participant shall prepare, submit, and shall obtain approval from the
City' of plans and specifications for the Improvements. In addition,
Participant hereby covenants that it shall obtain all necessary permits which
may be required by the City or any other governmental agency having
jurisdiction over such construction or development.
Section 2.5. Progress of Construction.
During construction of the Improvements, Participant shall submit to the
Agency from time to time, within ten days following the Agency's request
therefor, but not more frequently than monthly, a written report of the
progress of the construction when and as requested by the Agency. The report
9/5/96 4
- shall be in such form and detail as to inform the Agency fully of the status
of construction.
Section 2.6. Access and Inspections.
Participant hereby agrees to provide City and Agency staff access to and
right of inspection of the project without charge or fee during all reasonable
business hours. This shall be in addition to those rights and entitlements the
City and Agency may have under law. Personnel costs and workman's compensation
exposure shall be borne by City/Agency.
Section 2.7. Local, State and Federal Laws.
Participant shall carry out the construction of the Improvements in
conformity with all applicable laws, including all applicable federal and
state occupation, safety and health standards.
Section 2.8 Applicable Building Codes City/Agency acknowledge
that the Property is of historic value to the conmnunity, and that the State
Historical Building Code applies to the subject project as provided for in
Section 2.2.1. City's Building Department will review plans and specifications
utilizing this code where appropriate. Participant will obtain all permits
which may be required by City.
Section 2.8.1 Section 106 Compliance Participant will assist
City/Agency in assuring compliance with Section 106 of the National Historic
Preservation Act of 1966, as amended (16 U.S.C.:470), EOl1593 (identification
and preservation of historic properties - 36 C.F. R. Part 800), and the
Archaeological and Historic Preservation Act of 1974 (U.S. C.: 469a-1 et
seq.).
Section 2.9. Anti-discrimination During Construction.
Participant shall not discriminate against any employee or applicant for
employment because of age, sex, marital status, race, handicap, color,
religion, creed, ancestry, or national origin in the construction of the
Improvements.
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Section 2.10 Prevailing Wages Participant, and all contractors and
subcontractors enH~loyed by or under contract with Participant, will com~ly
with all applicable provisions, including reporting requirements, of the
Davis-Bacon Act (40 U.S.C.=276a to 276 A-7) regarding labor standards for
federally assisted construction agreements in the construction of improvements
contemplated by this Agreement. This Section shall be waived if the Federal
Youth Build program is implemented as a part of this project.
Section 2.11. Failure to Complete Construction of
Improvements Within Eight Months.
If Participant fails to complete the construction of the Improvements on
the Property as provided for in the Schedule of Performance (Exhibit B), then
all sums disbursed or advanced by the Agency shall, at the option of Agency,
immediately become due and payable, and the Agency shall be released from any
and all further obligations to Participant under the terms of this Agreement.
ARTICLE 3. CITY/AGENCY FUNDING
Section 3.1. Agency Loan.
The Agency agrees, in consideration for Participant's redevelopment of the
Property and, subject to the terms and conditions precedent set forth below,
to lend Participant an amount not to exceed FIVE HUNDRED THOUSAND DOLLARS
($500,000) to construct improvements on the Property.
Section 3.2 City Loan
The City agrees to provide Participant a loan of "HOME" funds from City's
allocation of Federal HOME Investment Partnership funds from the County of San
Mateo, in an amount not to exceed FOUR HUNDRED THOUSAND DOLLARS ($400,000) to
construct improvements on the Property. As consideration for the use of the
residential elements of the property as affordable housing for the 30 year
period as set forth in the Rent Regulatory Agreement(Exhibit C). Two hundred
thousand dollars ($200,000) of this amount will become a deferred forgivable
loan which becomes a grant on the thirty-first (31) year.
9/5/96 6
Section 3.3. Conditions Precedent to City/Agency Loans and Grant.
The City/Agency's obligation to disburse those funds described in
Sections 3.1 and 3.2 above, is subject to the following conditions precedent=
3.3.1. Disbursement Agreement Agency and Participant shall enter
into a Disbursement Agreement attached hereto as Exhibit D for funding
construction of the improvements defined in the Scope of Development (Exhibit
A) The Disbursement Agreement shall include all construction costs which
shall be based upon a=tual construction hard and soft costs, to be incurred by
Participant in the construction of improvements, as provided for in the Scope
of Development. Participant shall also submit a project proforma and
disbursement schedule prior to the execution of the Disbursement Agreement.
3.3.1.1 Bank Disbursement
Agency and Participant agree that it is in their mutual interest to enter into
an agreement with, and pay the costs of , a bank whose function will be to
disburse Agency funds for project improvements; the bank shall be required to
provide a monthly accounting to Agency for the disbursement of funds; and
subsequent to project completion service the Promissory Note defined herein.
3.3.1.2. The total cost incurred by Participant in the construction
of the Improvements shall be verified by the Agency based upon the
documentation submitted pursuant to subsection 3.3.1 above, and the
determination thereof by the Agency shall be final and conclusive as to the
amount of such total cost.
3.3.3. Agency's obligations herein shall terminate upon
Participants default hereunder or under any other agreement with the Agency or
the City.
3.4 Participant's execution and delivery to the Agency of the
Promissory Note.
Within ten (10) days of Agency approval of this Agreement, Participant
shall execute, and deliver a Promissory Note and Deed of Trust, referenced
herein, in the amount of five hundred thousand dollars ($500,000) for the loan
9/5/96 7
granted hereunder. Within thirty (30) days subsequent to completion of
construction Participant shall submit to agency the total cost of
improvements. Agency shall calculate the total funds utilized by Participant
in constructing improvements and submit Agency's findings to Participant.
With Participant's concurrence Agency shall prepare, and Participant agrees to
execute, ~unended Proraissory Note and Deed of Trust reflecting Participant's
actual obligation to Agency, which shall include those funds requisite to
completion of the subject improvements.
3.5. Security Agreement.
3.5.1 Loan Security In consideration of the Agency funding made
available to Participant pursuant to this Agreement, Agency loan and City loan
each shall be in the form of a Promissory Note (the form of which is attached
hereto as Exhibit E secured by a Trust Deed (the form of which is attached
hereto as Exhibit F) naming Agency as beneficiary.
ARTICLE 4. TRANSFERS AND SECURITY INTERESTS
Section 4.1. Limitation as to Transfer of the Property
and Assignment of Agreement
4.1.1. Prior to the repayment of the Agency Loan, Participant shall
not, except as permitted by this Agreement, sell, transfer, assign, convey or
sublease Participant's interest in the Property. Participant acknowledges
that the identity of Participant is of particular concern to the Agency, and
it is because of Participant's identity that the Agency has entered into this
Agreement with Participant.
4.1.2. If prior to the repayment of the Agency Loan Participant (I)
sells, transfers, conveys, subleases or assigns Participant's interest in the
Property or any of Participant's rights in this Agreement to or in favor of
any person or entity, or (ii) sells, transfers, assigns, subleases or conveys
Participant's leasehold interest assuming any such now or in future exists in
the Property then all sums disbursed or advanced by the Agency shall, at the
option of Agency, immediately become due and payable, with the exception if
such activity as sale, transfer, assignment, sublease, or conveyance is caused
by the death of a partner and partner's heirs become a party to the
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partnership, said conditions of the agreement shall be maintained as provided
for herein.
ARTICLE 5. USE OF THE PROPERTY
Section 5.1. Uses.
Participant covenants and agrees for itself, and its successors and its
assigns, that during construction and thereafter, Participant, such
successors, and such assignees shall use the Property solely for the purposes
of operating residential units and a restaurant. Participant is expressly
prohibited from using the Property for any uses prohibited by applicable City
zoning ordinances or regulations, or the Redevelopment Plan for the Project
Area.
Section 5.2. Obligation to Refrain from Discrimination.
There shall be no discrimination against or segregation of any person,
or group of persons, on account of sex, marital status, age, handicap, race,
color, religion, creed, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Property, and
Participant (itself or any person claiming under or through Participant) shall
not establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees, or vendees thereof or
any portion thereof.
Section 5.3. Effect and Duration of Covenants.
All of the terms, covenants, agreements or conditions set forth in this
Agreement pertaining thereto shall cease and terminate excepting only the
following provisions which shall survive in accordance with their provisions:
1. Section 5.1 (relating to uses) shall remain in effect for a period
starting from the date that this Agreement is executed until the Agency Loan
is satisfied.
9/5/96 9
2. Section 5.2 (relating to nondiscrimination) shall remain in effect
in perpetuity.
ARTICLE 6 RELOCATION OF TENANTS
Section 6.1 Relocation
6.1.1 If due to the construction schedule and activity, it is
necessary to temporarily relocate any residents presently residing in the
units to be retrofitted, Participant shall be responsible for the temporary
relocation of said residents, such relocation to be in conformance with the
relocation provisions of California Redevelopment Law and Federal Relocation
Requirements. Said costs, if any, shall be a part of the project budget.
ARTICLE 7. DEFAULTS, REMEDIES AND TERMINATION
Section 7.1. Defaults - General.
7.1.1. Failure or delay by either party to perform any term or
provision of this Agreement constitutes a default under this Agreement. The
party who so fails or delays must immediately commence to cure, correct, or
remedy such failure or delay, and shall complete such cure, correction or
remedy with reasonable diligence and during any period of curing shall not be
in default.
7.1.2. The non-defaulting party shall give written notice of
default to the party in default, specifying the default complained of by the
injured party. Failure or delay in giving such notice shall not constitute a
waiver of any default, nor shall it change the time of default.
7.1.3. Except as otherwise expressly provided in this Agreement,
any failure or delay by either party in asserting any of its rights or
remedies as to any default shall not operate as a waiver of any default or of
any such rights or remedies or deprive either such party of its right to
institute and maintain any actions or proceedings which it may deem necessary
to protect, assert or enforce any such rights or remedies.
Section 7.2. Applicable Law.
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This Owner Participation Agreement shall be constructed and interpreted
in accordance with the laws of the State of California. Any action must be
instituted in either the Superior Court of the County of San Mateo, State of
California, or in an appropriate court in that County.
Section 7.3. Rights and Remedies are Cumulative.
Except as otherwise expressly stated in this Agreement, the rights and
remedies of the parties are cumulative, and the exercise by either party of
one or more of such rights or remedies shall not preclude the exercise by it,
at the same time or different times, of any other rights or remedies for the
same default or any other default by the other party.
Section 7.4. Inaction Not a Waiver of Default.
Except as expressly provided in this Agreement to the contrary, any
failures or delays by either party in asserting any of its rights and remedies
as to any default shall not operate as a waiver of any default or of any such
rights or remedies, or deprive either such party of its rights to institute
and maintain any actions or proceedings which it may deem necessary to pro-
tect, assert or enforce any such rights or remedies.
Section 7.5. Remedies.
If either party defaults with regard to any of the provisions of this
Agreement, the non-defaulting party shall serve written notice of such default
upon the defaulting party. If the default is not commenced to be cured within
ten (10) days after service of the notice of default and is not cured promptly
in a continuous and diligent manner within a reasonable period of time after
commencement thereof, then (I) the non-defaulting party may terminate this
Agreement, and the defaulting party shall be liable to the non-defaulting
party for any damages caused by such default, and the non-defaulting party may
thereafter commence an action for damages against the defaulting party with
respect to such default; and/or (ii) the non-defaulting party, at its option,
may thereafter commence an action for specific performance of the terms of
this Agreement pertaining to such default; and/or (iii) the Agency shall be
released from any and all further obligations to Participant under the terms
9/5/96
of this Agreement. In addition, if Participant is the defaulting party, the
Agency may acquire Participant's interest in the Property by any legal means,
including eminent domain, for redevelopment in accordance with the
Redevelopment Plan. Participant hereby stipulates and agrees that the only
issue in such proceedings shall be the then current fair market value of the
Property.
ARTICLE 8. GENERAL PROVISIONS
Section 8.1. Notices, Demands and Communications Between the
Parties.
Any written notice or payment of one party to the other shall be service
by registered or certified mail, postage prepaid, return receipt requested,
addressed to the parties as follows:
To the Agency: CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY
P.O. Box 711
South San Francisco, CA 94083
ATTENTION: Executive Director
Copies to: Agency Counsel
P.O. Box 711
South San Francisco, CA 94083
To Participant: Donald M. Ahlbach
Managing Partner
315 Harbor Way
South San Francisco, CA 94080
All notices shall be deemed received on the date two (2) business days after
the date of deposit into the U.S. mail in the fashion provided herein.
Section 8.2. Conflicts of Interest.
9/5/96 12
NO member, official or employee of the Agency shall have any direct or
indirect interest in this Agreement, nor participate in any decision relating
to the Agreement which is prohibited by law.
Section 8.3. Warranty Against Payment of Consideration for
Agreement.
Participant warrants that it has not paid or given, and will not pay or
give, to any third person, any money or other consideration for obtaining this
Agreement, other than normal costs of conducting business and costs of
professional services such as architects, engineers and attorneys.
Section 8.4. Nonliability of Agency and City Officials.
No member, official or employee of the Agency or City shall personally
be liable to Participant, or any successor in interest of Participant, in the
event of any default or breach by the Agency or for any amount which may
become due to Participant or successor or on any obligation under the terms of
this Agreement.
Section 8.5 Mediation
Should any dispute arise out of this Agreement, which cannot be resolved
by the parties, the parties shall meet in mediation and attempt to reach a
resolution with the assistance of a mutually acceptable mediator. The costs
of the mediator, if any, shall be paid equally by the parties, if a mediated
settlement is reached, neither party shall be deemed the prevailing party for
purposes of the settlement, and each party shall bear its own legal costs.
Neither party shall be permitted to file legal action without first meeting in
mediation and making a good faith attempt to reach a mediated resolution.
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Section 8.6. Litigation.
If the Agency shall be or shall become a party to any legal proceedings
instituted in connection or arising out of this Agreement or the improvement
of the Property in which the Agency is the prevailing party, Participant
agrees to pay to the Agency all sums paid or incurred by the Agency as costs
and expenses in the legal proceedings, including but not limited to actual
attorneys' fees and costs incurred by the Agency.
Section 8.7. Severability.
Any failure by the Agency to enforce any of its remedies hereunder in
any particular instance shall not constitute a waiver by the Agency of its
right to subsequently enforce its rights in the event of a subsequent default.
Section 8.8. Entire Agreement, Waivers and Amendments.
The Agreement is executed in duplicate originals, each of which is
deemed to be an original. This Agreement, together with all attachments and
exhibits hereto, constitutes the entire understanding and agreement of the
parties. This Agreement integrates all of the terms and conditions mentioned
herein or incidental hereto, and supersedes all negotiations or previous
agreements between the parties with respect to all or any part of the subject
matter hereof. Any waiver or modification of any provision of this Agreement
must be in writing and signed by the party to be charged.
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
as of the day and year first above written.
CITY OF SOUTH SAN FRANCISCO
REDEVELOPMENT AGENCY
Chairperson
ATTEST:
Agency Secretary
Participant
APPROVED AS TO FORM:
Agency Counsel
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-- EXHIBIT A'
SCOPE OF DEVELOPMENT
GRAND HOTEL/AFFORDABLE HOUSING PROJECT
The project consists of two buildings containing the Grand Hotel, 16 single room
occupancy units with an additional manager's units; Darby Dan's, an established
restaurant; an apartment complex with 8- one bedroom units; and an adjacent parking
lot. The proposed scope of development will rehabilitate both structures to include:
new doors and windows, sheet vinyl and ceramic tile, renovated kitchens, new deck,
seismic upgrades, roof and vinyl insulation, interior and exterior painting, restroom
remodels, disabled access, and parking lot and landsca ing improvements.
EXHIBIT B
SCHEDULE OF PERFORMANCE
1. Participant shall submit to City Schematic Design for the proposed Improvements
to the subject property within thirty (30) days of receipt of a fully executed Owner
Participation agreement. The Redevelopment Agency shall approve Schematic Design in
writing within 14 days of the date of submission; failure by Agency to respond within 14
days shall mean that Agency has approved the Schematic Design as submitted; should the
Redevelopment agency require revisions, such revisions as are necessary shall be
resubmitted to the Redevelopment agency within 15 days of such request.
2. Participant shall submit to Agency Design Development plans, elevations, outline
notes and specifications, based upon the Schematic Design approved by Agency, within 60
days of the date Participant receives Agency approval of' Schematic Design. Agency's
Executive Director shall approve Design Development materials within 14 days of the date
of submission. Failure by Agency's Executive Director to respond within 14 days shall
mean that Agency has approved the Design Development materials as submitted. Should
the Redevelopment Agency require revisions, such revisions as are necessary shall be re-
submitted to the Redevelopment Agency within 15 days of such request.
3. Participant shall submit to Agency Construction Documents, based upon the
Design Development materials approved by Agency, within 90 days of' the date Participant
receives Agency approval of Design Development materials. Agency's Executive Director
shall approve Construction Documents within 21 days of the date of submission. Failure
by Agency's Executive Director to respond within 21 days shall mean that Agency has
approved the design Development materials as submitted. Should the Redevelopment
agency require revisions, such revisions as are necessary shall be re-submitted to the
Redevelopment Agency within 15 days of such request.
4. Participant shall submit Construction Documents and request a Building Permit
from City's Building Department.
5. Participant shall award a contract to a qualified contractor based on the
construction documents within 45 days of construction documents being made available.
6. Construction shall begin within 30 days of Participant's awarding a contract to a
qualified contractor.
7. Construction shall be completed within eight (8) months subsequent to receiving a
building permit.
$. Within twenty-one (21) days subsequent to completion of construction Participant
shall submit to Agency a composite report of all monies expended during design and
construction of the Project.
EXHIBIT C ·
RENT REGULATORY AGREEMENT
Between
The Redevelopment Agency of the City of South San Francisco
and
The Grand Hotel
This Agreement ("Agreement") is entered into as of this day of ,
1996, by the Redevelopment Agency of the City of South San Francisco, hereinafter
referred to as "Agency," and The Grand Hotel, a General Partnership, hereinafter referred
to as "Participant."
RECITALS
A. Participant is the owner of that real property located at 731 and 739 Airport
Boulevard in the City of South San Francisco, more particularly described in
Exhibit "C" hereto (hereinafter Property). The property is the site of Participant's
proposed renovation project.
B. Agency is an entity formed and operating in accordance with the provisions of
Sections 33000 et seq of the Health and Safety Code of the State of California.
The property is located within the jurisdiction of the Agency and within the South
San Francisco Downtown Central Redevelopment Project Area. The Project must
therefore comply with Affordable Housing Requirements set out in Health and
Safety Code Section 33413 (B)(2).
C. By this Agreement, Participant and Agency desire to provide affordable housing
within the Project to satisfy those obligations described in Paragraph B, above.
D. This Agreement, Promissory Note and Deed of Trust executed and recorded
concurrently with each other constitute the entire agreement between the parties.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. All hotel units located at the properties shall be governed by this Agreement. The
Participant or Participant's representative shall rent the units and shall not
discontinue use of those units as residential rental units during the term of this
Agreement.
2. No later than sixty (60) days from the anniversary date each year of the recording
date of this Agreement, Participant or Participant's representative shall submit to
the Community Development Block Grant Coordinator of the City of South San
Francisco a report containing a listing of each hotel unit and the rent received.
This listing shall be forwarded to Agency's Executive Director.
3. Hotel room rents shall be affordable to very low income tenants for a period of 25
years. Affordable rent is defined as rent, including utilities, that does not exceed
30% of 65% of the median household income for San Mateo County as defined by
HUD. Rent levels for this project as specified in attached Exhibit "__". In case of
any dispute regarding income levels or rents to be charged under this Agreement,
the determination of the Agency shall be final.
4. This Agreement shall run with the land, shall be binding on, and shall inure to the
benefit of the heirs, successors, and assigns of the Participant and Agency. It is
expressly agreed by Participant that any note entered into between Participant and
Agency regarding the Property shall be subject to acceleration by Agency if
Participant breaches any term of this Agreement.
5. Agency shall record this Agreement. This Agreement shall be subordinated only to
Agency's loan on the Property. In the event of sale or refinancing of the Property,
Agency shall agree to subordinate this Rent Regulatory Agreement on the
following conditions:
a. The terms and conditions of the new Promissory Note and Deed of Trust
are approved in writing by Agency as being conventional and not impairing
Agency's security interest in the Property, and
b. The Rent Regulatory Agreement is incorporated into the new loan.
REDEVELOPMENT AGENCY OF GRAND HOTEL
THE CITY OF SOUTH SAN FRANCISCO
BY: BY:
Executive Director Participant
ATTEST: APPROVED AS TO FORM
City Clerk City Attorney
2
DISBURSEMENT REQUEST AND AUTHORIZATION
:' ' '! ,;t00 :,?. · .
$~500,000,00 08-30-1996. 08-30-2026 ]' 801501 :.. ::.: ::?~:,':::: :';'""'%'""~'""~;" ': '~:'': :::~";/; "" ':'~' '"' ~:~''':'; """"
-'. References In the shaded area m'e for LencieCs use only and do not limit the applloabiity d INs documenl to any pariIculm' la4n or Item.
Iorrower: The Grams Hote~ Lender: Cay of Soum Sm Frmci~co Reeevek:~mmnt Agency
731-73~ Airport Blvd. 44~ Gfaml Avenue
South San Francisco, CA 940~0 P.O. Box 711
South San F~, CA 040~0
LOAN TYPE. This is ~ Fixed Rate (4.(XX)%), Installment Loan to a l=~rtnership for S500,000.00 due on August 30, 2026.
PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is foc.
D Per,onal. Fatuity. or Hou~4~old Purpo~ea or Personal Investment.
~ Busineea (Including Real Estate Investmenl).
SPECIFIC PURPOSE. The specific purpose d tl'Js loan is: Improvments to hotel.
FLOOD INSURANCE. As reflected on Rood Map No. 0002-9 dated 09-02-1981, for the community of 065062, the properly that will secure the loan is
not located in an area that has been identified by the Director of the Fecl~'al Emergency Management A0ancy as an area I~ving special flood I'm~rds.
Therefore, although flood insurance may be available for the property, no spaclaJ flood hazard insurance is required by law for this
DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds wiil be disbursed until ail of Lender's conditions for making the loan
have been satisfied. Please disburse the loan proceeds of $.500,000.00 as follows:
Amount paid to othere on Borrower's behalf:. $.5(X),000.00
Note Principal: $,500,000.00
__LIEN RELEASE FEES. In addition to all other charges, Borrower agrees, to the extent not prohibited by law, to pay all governmental fees for ret~_~ of
.encieCs security interests in collateral securing this loan. Borrower wtfl pay these fees at the time the lien or liens are released. The estimated amotmt
~ these future lien release fees is $76.00.
,=INANClAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE
INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN
BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION iS DATED AUGUST 30, 199~.
BORROWER:
The Grand Hotel
Donald AhlbaCh, General Paflner
Flxld Rate. Installment. LASER PRO, Reg. U.S. Pat. & T.M. Off., VA-. 3.22 (c) 199~ CFI ProServlcel, Inc. Ail rights relerve~. ICA-f20 GRANO,LN RI.OVT.]
PROMISSORY NOTE
· '" ............. ~'"":'~:~'~' ::" ............................... ':':' ': .................. ~:'::'~' ?":~ ' ............. "'""' .... ~'*'~': '~'::'~i ........ ~'~:~' .......................... :~'.." ......... ~' ~ ' ' -- '/ '~' ' ~'*' ~" ' ",.~
-,..'~ Prlncliiiiil. :....'.:..' :.'. [." ~an D~ i', .M~rlly...'..,,]' :.:,]r~an ~ ~'~}~::.i!~iill .. ~:,: t iC.'o~ ~,~ccou~~,w~,,_
~"'.."""'" .... " '" '..', ':" · ' ........ ""~.' ..... : ':... ' -"'.:~[:!-:' ~'~'.'.'.~).'.'!'.' '~,: ~:."':.~'.":':.".~."~"i. ~ ~'.'.:.~ ':',.' "',".*'.::..~:' "?; · :~' "' ~"~:.~' ": .~ ~::
P~farences In Ihe shaded ~ Ire for Lende¢$ use only In· do not llm# the llpplV, ibillty of thts document to &ny I~ Ioen or Item.
rrower: The Grand Hotel Lender: City of ~)uth ~m Fran~ Redev~ Agency
731-7'30 JUrpod Blvd. 400 Grand Avenue
Sotdh San Fr~___ _,F~o_, CA ~4000 P.O. Box 711
Sou~ ~en Franclsuo, CA ~)00
Principal Amount: $500,000,00 Interest Rate: 4,000~ Date of Note: August 30, 1996
PROMISE TO PAY. The Grand Hotel ("Borrower') promteel to ply lo City of South Sin Frandlco Redevelo~t Ageltcy ("L.ende¢~ Or
Order, In law/ul money of the United Ststsl of Amerto~, the prlnclpel Imount of Five Hundred Thousand & 001100 Doller~ ($600,000.00),
together with Interest at the rate of 4.000% per annum on the unpeid prlnotpel balance from ~lul~ 3 !, 200 1. unt .Il ps'Icl In ~ull.
PAYMENT. Borrower will pay lhte loan In 300 payments of ~3,134.04 each payment BOdTOWer'$ fir· payment I~ due Septsf~ 30, 2001,
all subsequent payments are due on the same day of each month after that. Borrower'~ final payment will be due on Auguat 30, 202~, and will
be for all ixlncipal and all accrued Interest not yet paid. Payments Ine. lude pilnclpal and Interest. Interest on this Note is computed on · 36~
simple infa~est basis; that is, by epplying the re~ of the ·nntml interest rite over ~ yeet of 360 days, multiplied by the outsfanc~ng ixtnctpel I~,
multtpllecl by the ·cruel number of deys the princip~ I~nce is outstencllng. 80~TOWer will pay Lender at Lender's ·ddms~ shown ~ or It ~Jch
other place es lender mey designate in writing. Unless other, tse agreed or required by ~pplicable lew, payments wi be ~ tirst to ·ny unplid
cc~ costs ~ any late ch~, then to any unpaid interest, and ~ny ren~Jning ~nount to principal.
liREPAYM~; MINIMUM INTEREST CHARGE. In ·ny event, even upon full prepayment Of this Note, Borrower unciststencis If,it lender is ~
to I minimum Interest char0e of $100~0. Other then Borrower'S obligition to pay ;Iny minimum interest ch~, Borrower m~y pay without penalty All
or · podion of the amount owed eadisr than it is due. Eerly payments wi not, unless ·greed to by Lender in wttUng, refieve Borrower of Borrower's
obligation to continue to make payments under the payment schedule. F~thar, they wi reduce the princip~ balance due ·nd mey result in Borrow~
fnsking fewer payments.
LATE CHARGE. If · payment is 10 days or more late, Sorrower will be cherged 5.000~ of the regularly scheduled payment or $50.00, whichever
DEFAULT. Borrower will be in default it any of the fo#owing happens: (·) Borrower fails to make ·ny I:myment when due. (b) BOITOWer breaks
promise 8o~ower has made to Lender, or Borrower fails to comply with or to perform when due any other term, ob#~ltion, covenant, or cor~n
confained in this Note (x any agreement related to this Note, or in any other agreement or loan Borrower hes with Lender. (c) B~TOWer defaults und~
~ loan, extension of credit, sacudly agreement, purchase or sales agreement, or any other agreement, in favor of ,,ny other c~er]itor or person the·
,my mefarially effect any of 8orrower's preperty or 8orrowee$ ability to repay this Note or perform Bcxrower's obl'~litions und~ this Note or any of the
~lated Documents. (d) Any representation or slatement made or furnished to Lender by Borrower or on B0fTOWer'S beheff is false or misleeding in any
..~atedAl respect either now or at the time made or furnished. (e) Any pertner dies or any of the partners or Borrower becofTmS Insolvent, a rece~ is
eppointed for 8ny part of Borrower's property, BO(TOWer mekes an 8Ssignment for the benefit Of creditors, or any proceeding is commenced ~ by
Bon'ower or against Bcxrower under ·ny benkruptcy or i .~. ncy laws. (f) Any creditor bles to teke any Of 8of~ower'$ prupedy on or in which Len(:ler
hes · lien or sacudty Interest This in(dudes · 0arnishment of any of BO(TOWnS acCOUntS with Lender. (g) Arty of the events ~ In this detsu#
saction occurs with respect to ·ny gensrel paJlner of Borrower or any gu~.or Of this Note. (h} A r~ ,:c~ change occurs in BOfTOW~$
I~n~nci~l condition, or Lender be~leves the prospect Of p,,yment or performance of the Indebtedness is impaired.
If Iny default, other titan · default in payment, is curable and if Borrower ~ not been 0iven a notice of · bre~ch of the same provision of this Nofa
within lhe preceding lweive (12) months, it mey be cured (·nd no event Of default wi have occurred} if 80fTOWer, after recei~ng w~ notice from
lender demanding cure of such defauit: (8} cures the default within fifteen (15) days; or (b} it the cure requires more than ti~een (15) days,
immecllalaly initiates steps which lender deems in Lender's sole disoretion to be sutrlcient to cure the default and thereafter continlJes and compistss All
reasonable 8nd nsc~__~_ry steps sufficient to produce compliance ~s soon as reasonably prec,.
LENDER'S RIGHTS. Upon default, Lender may dec~ the entire unpaid princilNd be·anco on this Note and All ·ccrued unpeicl interest immecrmtsty
due, without notice, end then Bec'ewer wi pay that amount. Upon Borrow~$ faJure to pay idl ·mounts declared due plJrSuent to this section,
incfuding failure to pay upon tinaJ msfurity, Lender, ,,t its option, mey 8tso, if permilted under ,,oplicabis I~w, increesa the int~ fete On this Nofa
5.iX)0 pen:eh·age points. Lender mey him or pay someone else to help co#act this Note if 8(XTOWer does not p~y. B~TOWer ~ wi pey ~ Ihet
· mount. This inclucles, subject to 8ny limits under 8ppllcable isw, Lender'S ·ttornsys' fees ·nd Lender's legal expenses whether or not there is ·
lawsuit, including ·ltorneys' fees ·nd le0Al expenses for benkruptcy proceedings (indiucling effods to modify or vecite ·ny ·utomitic stey or injunct~),
eppe·is, ,:nd any ·nticipeted post-judgment cotloc~ satyr. BOfTOWer AlSO wi pay ~ny coud costs, in ·ddition to All other sums provided by
Thte Note has been delivered to Lencler and accepted by Lender In the State of California. If there te · tew,4JIt, Borrower agreee upon
Lender's request to submit to the Jurisdiction of Ute court~ of San Matso Courtly, ~ State of Celltornla Thi~ Nots ~ be governed by
conatnJed In accorctence with the laws of tho State of Cellfornte.
DISHONORED ITEM FEE. Borrower wi pey · fee to Lender Of $12.00 if Borrower makes · payment On BOfTOWer'$ Ic)~n ~ the check or
pr~uthodzod cherge with which Borrower pays is I·ter dishonored.
C(X.LATE:RAL. BCNTOW~ 8cknowied0es this Note is secured by · Deed Of Trust dated August 30, 1996, to · trustee in favor of Lender on real properly
located in San Matsu County, State of Calltorni,~. Thet agreement contains the tolinwing due on sale provision: Lender rally, It ils option, cl~
immedletdy due and pey·ble All sums secured by this Deed of Trust upon the sale or trm~;~, without the lender's prtor wntten consent, of ~ll or
~ of lira Real Properly, or any interest in the Real F'ropedy. ,4 ~ or tm,-~;~r' me,ns the conveyance of Reid Prupedy or ~ny ri0ht ~ or
-..~n; whether isgtd, benelicial or equitable; whether voluntery or involuntery; whether by oubtght ~ deed, installment ~ contrect, lend con~
~ntract for deed. leesehoid Interest with · la~n gre~ter than three (3) years, la~tion contract, or by sale, as~,ignment, or tr~nskir of any ban~
~erest in or to any land lrust holding title to the Reid Property, or by Iny other method of cof~nce of I:~ Properly interest. If llny Trustor is ·
voting Alocl(, plir~p interests or imited Itebility comp·ny interosfa, es the nasa mey be. of Trustor. However, this option shati not be exer~ by
Lender if such exercise is prohibited by 8.oplicabla lew.
08-30-1996 PROMISSORY NOTE P~le 2
Loan No 801501 (Continued)
GENERAL PROVISIONS. Lende~ m~y de~y or forgo enforcing ,~ny of Its rights or remedies under thts Note wilhoul Ioling Il'tim. Bo~Tower
_ other person who signs, guarantees or ondo~es lhts Note, to the extent Mowed by tsw, waive shy Ippllczble stetut~ of ImiteEons,
' ' clem~nd for payment, protest end notice of dishonor. Upon iny change in lha terms of this Note, end unless olha~vlee ~ stated Iff wriling, no
p~irly who signs this Note, whethor Is makor, gu~zntor, &ccommodation n~kor or ®ndo~er, ~ be released from 11~3,ity. Al luch p~"ttes ~gris
Lencl~ may renew or extend (repeateofy ,,ncl for Iny length of lime) this Io~n, or release ~ny party, partner, or gu~tntor or col~leml; or Impair, Iii Io
realize upon or perfect Lender's securtly Interest In lhe collateral; end take eny other ~ deemed __ne~___~ by Lender without lhe consent of or
notice !o anyone. Ali such parlles ~ agree lhat L®nde~ may modify this loan without the consent of or notice to Inyone ~ than the I~ wilh
whom the modification is mede.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD AU. THE PROVISIONS OF THIS NOTE. BORROWER AGREF.~ TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.
BORROWER:
The Grand Hotel
ay:
Donald Ahlbech, General Partner
Flxec] Rate. Inttallment. LASER t3~O, Reg. U.S. I~t. & T.M. Off., Vet. 3.22 (c) 1 m CFI ProServlcel, Iflc. All rlghtl retervecl. [CA-O~'O QRAND.LN
RECORDATION REQUESTED BY:
Clly of South San Francl~:o Redevelopment
Agency
400 Grand Avenue
P. O. Box 711
~outh San Francleco, CA e4oee
WHEN RECORDED MAIL TO:
City of South San Francisco Redevelopment
Agency
400 Grand Avenue
P.O. Box 711
~xJth San Francisco, CA
SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY
CONSTRUCTION TRUST DEED
THIS DEED OF TRUST IS DATED AUGUST 30, 1996, among The Grand Hotel, A General Partnership, whose
address Ls 731-739 Airport Blvd., South San Francisco, CA 94080 (referred to below se "Truator"); City of
South San Francisco Redevelopment Agency, whose address is 400 Grand Avenue, P. O. Box 711, South San
Francisco, CA 94080 (referred to below sometimes aa "Lender" and sometimes as "Beneficiary"); and First
American Title Insurance Company (referred to below as 'Trustee").
CONVEYANCE AND GRANT. For valuable consideration. Trustor Irrevocably grant~. Iransfara and assigns to Trustee In bust. with pow~
of sale. for the benefit of Lender as Beneficiary. ,ti of TrustoCs right, title, and Interest in and to the following described reel property, together
with aB existing or subsequently erected or affixed buildings, improvements and fixtures; al easements, rights of way, and appurtenances; aB water,
water dghts and ditch rights (including stock in utilities with dilch or irrigation rights); and aB.other, rig.h~, ro.~valties[.an.d pro.fits mia. ting to the real
property, including without limitation all minerals, oil, gas, geothermal and similar matters, Iocatea in san Mateo L;oumy, State of
----~alifornla (the "Real Property"):
Lot 8, 9 and 10 in Block 152, ss shown on that certain map entitled "SOUTH SAN FRANCISCO, SAN
MATEO CO. CAL. PLAT NO.1", filed in the office of the County Recorder of San Msteo County, State
of California, on March 1, 1892 in Book "B" of Maps at page(s) 6 and copied into Book 2 of Maps st
Page 52.
The Real Property or its address i$ commonly known as 731-739 Airport Blvd., South San Francisco, CA
94080. The Assessor's Parcel Number for the Reel Properly is 012-146-030, 012-146-040, 012-146--050.
Trustor presentiy assigns to Lender (also known as Beneficiary in this Deed of Trust) aB of Trustor'$ right, tills, and interest in and to aB present and
future leases of the Properly and all Rents from the Properly. This is an absolute assignment in the Rents given as additional Secudty pursuant to
California Civil Code Section 2938. In addition, Trustor grants Lender a Uniform Commercial Code securily interest in the Rents and the Personal
Property detined below.
DEFINITIONS, ~ toilowing words shell heve the loilowing mesning$ when ~d In this Deed of Tru~l. Terms nof oltm~vls~ detinsd in this Deed
of Trust shell have the meanings affributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in
lawful money of the United States of America.
Beneflclmy. The word 'Beneliciery" means City of South San Francisco Redevelopment Agency, ils successors and assigns, city of South
San Francisco Redevelopment Agency also is referred to as 'Lender" in this Deed of Trust.
Deed of Trust. The words "Deed of Trust' mean this Deed of Trust among Trustor, Lender, and Trustee, and includes without limitation aB
assignment and secudty inlerest provisions relating to Ihs Personal Property and Rents.
Existing Indebtedness. The words 'Existing Indebtedness" mean Ihs indebtedness described below in the Existing Indebtedness section of
this Deed of Trust.
Guarantor. The word 'Guarantor" means and includes without limitation any and all guarantors, sureties, and accommodation parties in
connection with the Indebtedness.
Improvements. The word 'Improvements" means and Includes without limiiallon all exlsling and future Improvements, buddings, $tructure~
mobile homes affixed on the Real Propmly, facilities, additions, replacements and other construction on Ihs Real Properly.
Indebtedness. The word 'Indebtedness" means aB principal and Interest payable under the Note and any amounts expended or advanced
- -- by Lender to discharge obligations of Trustor or expenses Incurred by Trustee or Lender 1o enforce obligations of Trustor unc~ this Deed of
Trust, together with interest on such amounts as provided in this Deed of Trust.
Lender. The word 'lender' means City of South San Francisco Redevelopment Agency, its sL___,,c,~_som and assigns.
Note. The word "Nole" means the Note dated August 30, 1996, in the principal amount of $500,000.00 eom Trustor to Lender,
together with all renewals, extensions, modifications, retinancings, and substitutions for the Nole.
Personal Property. The words 'Personal Property' mean all equipment, fixtures, and olher adioies of personal properly now or hereafter
o~-3o-199~ DEED OF TRUST
Loan No ~01501 (Continued)
owmad by T~t~, a~ ~ ~ ~ a~c~ ~ a~ ~ ~ ~ ~ t~ ~ M ~, ~, a~ ad~ to, d
~n~ ~, a~ a, s~~ ~, any ~ s~h ~ and t~t~ ~ ~ ~ ~ ~ ,m~ ~ i~
~ and m~n~ ~ ~e~u~) ~om Iny ~ ~ ot~ ~on ~ ~ ~. ~ ~ ~ ~ ~ I~u~
and In~ ~e~ ~ ~ ~ by, ~ In t~ p~on ~ Tr~t~ ~t ~ ~ ~ ~ ~t~ lo ~ ~,
~n, ~on, ~, ~e~, ~ ~b~on ~ t~ ~1 Pr~ ~ ~ I~~ ~ ~ ~m~ ~ ~ ~ ~,
w~t~ ~l~e ~ ~m~ ~, p~r~, ~ ex~ut~, I~ludi~ ~t~ ,~ ~ ~ ~, a~~ and ~r~,
~s and ba~, a~ any and ~ ~ ~ en~n~, ~~ ~h~, ~ ~, ~prova~, ~
~ ~h~ ~ ~pr~ r~ to ~ auth~ t~ ~~nl ~ ~ ~ ~ ~, ~ ~ ~ ~ ~ ~,
~u~nt ~h~, stu~, ~, ~n~, p~ and ~o~, ~ to ~ ~ ~ I~o~n~.
~. ~ w~d ~ ~ ~ t~ ~ ~ and t~ ~ ~.
~ Pr~. ~ w~ ~ ~ ~n ~ ~, int~ and ~hb ~ ~ ~ ~ ~n~ and ~,~ ~on.
~ ~umml~ ~ w~ ~t~ D~u~nb" ~n and i~u~ ~ ,~ ~ ~~ no~, ~a a~n~,
~r~n~, en~ron~n~ agr~, g~an~, ~u~ ageing, m~, ~ ~ ~ ~ ~ ot~ Im~, ag~n~
~u~, w~t~ ~ ~ ~ ~, ~ in ~n~Hon ~h t~ I~~
R~ ~ w~d ~n~" ~m ~ p~nt and ~um mn~, m~n~, I~, ~, r~, ~, a~ ol~ ~
TmM~. ~ w~d ~t~" ~ fi~t ~n ~ I~ura~ ~m~ny a~ a~ s~ ~ ~:~ ~.
TmM~. ~ w~d ~t~ ~ any and ~ ~o~ and en~ ~ ~ ~ ~ T~ ~udi~ ~ho~ ,~on ~ T~t~
~ ahoy.
~IS ~ ~ TROT, IN~ING ~ ASSIGNM~ ~ R~T~ ~D ~ SE~I~ I~T IN ~ R~TS ~D
PR~, IS GIV~ TO SEC~E (1) PAYM~T ~ T~ IND~DNESS ~D ~) ~~ ~ ~ ~D ~ ~IGATI~5
~T~ ~D~ ~ ~, ~ R~TED ~M~, ~D ~15 ~ ~ ~. ~ ~ ~ TROT,
ASSIGNM~T ~ R~TS AND ~ ~C~I~ INT~EST IN T~ RENT5 ~D ~~ ~~, I~ ~ GI~ TO ~E
~D ~ ~IGATIONS OF ~UST~ ~D~ ~T C~TAIN CONSTR~TI~ LO~ AG~M~ B~ TR~T~ ~D ~D~
~ ~ DA~ HER~I~. ~Y ~T ~ ~A~T UN~ ~ ~NSTR~T~ LO~ AG~M~T, ~ ~Y ~ ~ R~T~
~M~S REF~RED TO ~EIN, S~ ~ BE ~ ~T ~ D~A~T ~ ~S ~ OF TROT. ~ ~TE ~D ~15
~ ~ ~T ~E GI~ ~D AC~T~ ON ~ F~OWING T~M~:
PAYM~ AND ~FORM~CE. ~t ~ ot~ pro~ In lh~ D~ ~ T~t, T~I~ ~ ~y lo Len~ ~ amoun~ ~ by th~
~ ~ T~I ~ t~y ~o~ d~, a~ s~g s~ and in a ~ ~n~ ~m ~ ~ T~I~s ~ und~ t~ Note, ~ ~ ~ T~L
and ~ ~t~ D~u~n~.
~SSESSION ~D MAIdS,CE OF T~ PROP~. T~I~ agr~ t~t T~l~s ~ ~ ~ of t~ ~ s~ ~ go~ by
~ ~ pro~o~:
Po~ ~d ~. Unb~ t~ ~e~ of an E~nt of Defa~, Tr~t~ ~y (a) m~n in ~ and conb~ of t~ ~,
~a~ ~ ~ge t~ Pr~, a~ (c) ~ any ~n~ ~om t~ ~.
~ ~ M~ntMn. T~t~ s~ ~n~n t~ Pr~ In le~nt~ ~ a~ ~ ~m ag ~al~, ~~, a~
~in~ ~ lo pr~ ~ ~1~.
~znr~us Subs~ ~ ~ ~do~ w~," ~do~ subset," "~," ~," a~ ~hr~te~ ~," ~ ~ in th~
~ ~ T~t, s~g ~ t~ ~ ~ni~ ~ ~t f~h in t~ Compmhen~ En~~ ~, ~m~on, and
1~, ~ a~n~, a2 U.S.C. ~on ~1, et ~. ~R~, t~ Su~ ~nd~n~ n~ ~h~flon ~ ~ 1~, ~. L No.
~ ~, t~ ~do~ Mat~ Transp~tion ~, 49 U.S.C. ~on 1~1, et ~., ~ ~u~ Co~a~on
42 U.S.C. ~fion 6~1, et ~., C~pt~ 6.5 thro~h 7.7 ~ D~ion ~ of t~ ~f~ ~ .~ ~ ~, ~n ~1~, et ~.,
ot~ ~p~bH s~te ~ F~ ~, ~, ~ r~ula~o~ ad~d pu~ to any ~ t~ ~. ~ ~ ~do~ ~"
~rd~ subset" s~ a~o i~u~, ~tho~ limi~on, ~um and ~t~um b~ ~ any ~on ~ and ~t~.
T~I~ ~n~ and w~n~ to Len~ t~t: (a) D~ ~ ~ ~ T~t~s ~ ~ ~ Pr~, ~e
~a~on, ~nu~ctme, st~, b~t~nt, d~p~l, m~ ~ lhr~le~ ~ ~ any ~r~ was~ ~ su~ by any ~n on,
un~, ~o~ ~ Eom t~ ~ ~) T~I~ ~ no kn~ of, ~ r~n to ~ t~t ~ ~ ~n, ~t ~ pm~o~
to and a~now~ by Le~ in ~, (i) any ~, ~afion, manufa~, M~, ~ ~, r~, ~ t~
a~ ~rdo~ w~le ~ subs~ ~, un~, ~o~ ~ ~om t~ ~ by a~ ~ ~ ~ ~n~ ~ t~ ~
~r~te~ ~a~on ~ ~i~ ~ any ~nd by any ~on mla~ to s~h ~; a~ (c) ~t ~ ~ d~ 1o
by ~ in ~, (I) ~t~ T~t~ n~ any ~nt, conbact~, agent ~ o~ a~ ~ of l~ ~ s~ ~, ~te,
~n~ac~m, st~, ~t, d~p~ ~, ~ r~ any ~do~ w~te ~ subs~ ~, u~, ~ ~ ~om t~ ~ a~ ~) n~ s~h
ac~ s~, ~ c~d~t~ in ~mpfia~ with ~ ~pl~b~ ~ral, s~te, a~ ~ M~, ~ and ~~, i~u~ ~h~
,m~ ~ ~, ~ula~o~, and ~di~ ~ ahoy. Tr~t~ a~ ~ ~ ~ a~n~ ~ en~ up~ t~ ~ to
~e s~h ins~o~ and l~b, at T~t~s ~, ~ Len~ ~y ~m ~M ~ ~ ~m~ ~ t~
~ ~ t~ D~ of Trot. ~y i~ ~ ~ ~ by Len~ s~ ~ ~ Le~s p~ o~ and s~ ~ ~ c~ 1o
~te any r~po~ib~i~ ~ ~biF~ on ~ ~d ~ Len~ to Tr~t~ ~ to any ~ ~ ~ ~n~ and w~n~
~n me ~ ~ T~t~s d~ ~1~ in In~ t~ ~ f~ ~ w~ a~ ~do~ subset. T~I~ ~y (a)
m~ and w~ any ~um ~ ag&mt ~ ~ in~m~ ~ ~n~ in ~ ~ T~ ~0~ Mb~ ~ ~n~
~ un~ any s~h ~, and ~) agr~ I0 in~m~ and ~d ~ ~n~ ~ ~ ~ ~ ~, ~, ~b~, ~,
~, and ~ w~h ~n~ ~y ~r~ ~ ind~ s~in ~ s~ ~ ~ a ~ ~ t~ ~on ~
~ n ~~ ~ any ~, ~on, ~n~, st~a~, ~p~, r~ ~ ~ ~ ~ ~ ~ T~t~s ~hip
~ in~t in t~ ~, w~t~ ~ not t~ ~ w~ ~ should ~ ~n k~n M T~I~. ~ ~0~o~ ~ ~ ~
T~, i~udi~ ~ ~l~a~on to in~m~, s~, s~ t~ pay~n/~ t~ In~~ a~ ~ ~ a~ ~on~
t~ ~ ~ Trot and s~l not ~ a~t~ by Le~s ncqu~on ~ any In~ in ~ ~, w~ by f~um ~
gul~, W~te. T~I~ s~ ~t ~, cond~ ~ ~ any nu~ n~ ~ ~ ~ s~ any s~pl~ ~ ~
~ ~ any p~on ~ t~ ~. ~tho~ ~ t~ ~ ~ t~ f~, T~I~ ~ ~ mmo~, ~ ~ant ~ any o~ ~ t~
~M lo mmo~, any ~m~, ~a~ 0~udi~ ~ a~ ~s), ~, gm~ ~ r~ ~ ~ ~ ~ ~en ~nt ~ ~.
08..30-.1~)96 DEED OF TRUST Page 3
Loan No 801501 (ConUnued)
Removal of Iml)rovemenll. Trust(x shill nol demolbh or remove any Improvements from Ihe Pail Proparly without lhe Ixtor wriften consent
of Lender. As ,. condifton to the removal of any Improvernenis, Lender may require Trustor to m~ke arrangements ~atisl/c~ory to Lender to
replace such Improvements with Improvements of at is·st equal velue.
Lender'· RIgM lo Entez. Lender and its agents and representatives may enter upon the ResJ Property at d reasonsble limes to attend to
Lender's interests and to inspect the Properly for purposes of Truslor'$ compliance with the terms and conditions of this Deed of Trust.
Comp#once with Governmental Requlrementt. Trustor shel promptly comply wtlh all laws, ordinances, and regu~tions, now or hereafter in
effect, of all governmen~ ·uthodties applicable to lhe use or occupancy of the Property, including without limitalk)n, the Americans With
Disabititles AcL Trustor rney contest in good faith any such law, ordinance, or regulation ·nd withhold comp",,nce dudng any proceeding,
including appropriate ~ppeels, so long es Trustor has notified Lender in writing prior to doing so and so long es, in Lender's sole opinion,
Lend~$ interests in the Property are not jeopardized. Lender may' require Trustor to post adequate security or · surety bond, ressonably
satisfactory to Lender, to protect Lender's interest.
Duty to Protect. Trustor agrees neither to abandon nor leave unaifended the Property. Trustor shMi do all other acts, in adcMlon to those ~
set forth above in this section, which from the character and use of the Properly are reasonM:)ly necassap/tO protect Ind preserve th/
DUE ON SALE - CONSENT BY LENDER. Lender may, ·t its option, declare immediately due and payable all sums secured by I~ Deed of Trust
upon the sale or transfer, without the Lendads prior written consent, of MI or any pad of the Real Properly, or any Interest in the Fleal Property. A
"sale or tmnsfed' means the conveyance of Real Prop·dy or any right, trite or interest therein; whether legal, beneficial or equitable; whether
vo/untery or involuntary;, whether by' outright sale, deed, installment sale conbact, isnd contract, contract for deed, lessahold interest with a term
greater than three (3) years, lo·sa-option contract, or by sale, ·ssignmont, or transfer of any beneficial interest in or to any land trust holding ~ to
the Real Properly, or by any other method of conveyance of Real Properly interest. If any Trustor is a coq3oration, partn~ship or limited liability
company, transfer also includes any change in ownership of more than twenty-ifve percent (2.5%) of lho voting stock, partnership interests or limited
liability company interests, as the casa may be, of Trustor. However, this option shall not be exercised by Lender if such exercise is prohibited by
TAXES AND LIENS. The following provisions relating to the trams ·nd liens on the Property are · part of this Oeed of TrusL
Payment. Trustor shall pay when due (and in all events at least ten (10) days prior to detinquency) all taxes, special taxes, assessments,
charges (including water and sewer), tines and impositions levied against or on account of the Property, and shall pay when due MI claims for
work done on or for services rendered or material furnished to the Properly. Trustor shall maintain the Property free of all liens having priodty
over or equal to the interest of Lenck~ under this Deed of Trust, except for the lien of taxes and assessments not due, except for the existing
indebtedness referred to below, 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 · good faith dispute ~ the obligation
to pay, so long as Lender's interest in the Property is not jeopardized. If · lien arises or is flied as a result of nonpayment, Trusto~ 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 · sufficient corporate surety bond or other security satistacto~/to Lender in an
amount sufficient to discharge the lien plus any costs and attorneys' fees or other charges that could accrue as · result of a foreclosure or sale
under the lien. In any contest, Trustor shall defend itself ·nd Lender and shall satisty any adve~e judgment before enforcement against the
Properly. Trusto~' shall name Lender as an additional obligee under any surety bond furnished in the contest procesding$.
Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or essessments and shal
authorize the appropriate governmental official to deliver to Lender at any time a wfitlen stetemant of the taxes and assessments against the
Notice of Construction. Trustor shall notify Lender ·t least fifteen (15) days before any work is commenced, any services ~re furnished, or
any materials am supprmd to the Properly, if any mechanic's lien, materialmen's lien, or other lien could be asseded on account of the work,
services, or materials. Trustor will upon request of Lender furnish to Lender advance assurances satisfactory to Lendaf the] Trustor can and
will pay the cost of such improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Properly are a part of this Deed of TrusL
Maintenance of Insurance. Trustor shall procure and maintain policies of tire insurance with standard extended coverage endorsements on a
replacement basis for the full insurable v-,lua covedng all Improvements on the Real Properly in an amount sufficient to ·void application of
any coinsurance clause, and with · stenderd mortgagee clause in favor of Lender. Trustor shal also procure and maln~n comprehensive
generel liability insurance in such coverage amounts as Lender may request with tn~stee and Lender being named as ·d(~dkm~l insureda in
such liability insurance policies. Additionally, Trustor shall maintain such other insurance, including but not limited to hazard, business
interruption, and boiler insur·nce, 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 Red Property. Policies shall be w~ltten in form,
amounts, coverages ·nd basis reasonably acceptable to Lender and issued by a company or companies reasonably kcc~ptable to Lender.
Trustor, upon request of Lender, will deliver to Lender trom time to lima the policies or certificetes of insurance in form satisfactory to Lender,
including stipulations that coverages will not be cancelled or diminished without at least ten (10) days' pdor written notice to Lender. Each
insurance policy also shall include an endorsement providing that coy·rage in tevor of Lender w~l not be Impaired in any way by any act,
omission or default of Trustor or any other person. Should the Real Propedy at any time become located in an area designated by the Director
of the Federal Emergency Management Agency as a special flood hazard ·rea, Trustor agrees to obtain and maintain Federal Flood Insurance
to the extent such insurance is required by Lender and is or becomes avaltable, for Ibe term of the loan or for the full unp·id principal balance
of the loan, or the maximum limit of coverage that is avallabla, whichever is less.
Applloatlon of Proceedl. Trustor shall prompify noltty Lender of any toes or damage to the Properly. Lender may make proof of loss ti
Trustor fails to do so within fifteen (15) days of the casualty. If in Lender's sole judgment Lender's security interest in the Properly hes been
impaired, Lender may, at its election, receive and retain the proceeds of any insur·nce and Ippty the proceeds to the reduction of the
Indebtedness, payment of any llen affecting the Property, or the restoration and rep~k' of the Property. If Ihe proceeds ~re to be Koplled to
restoration and repair, Trustor shall repair or replace the damaged or destroyed Improvements in a manner satistacto~y to Lend~. Lender
shall, upon satisfactory proof of such expenditure, pay or reimburse Trustor from the proceeds for the reasonable cost of rep~ or restoration If
Trustor is not in default under this Deed of Trust. Any proceeds which have not been disbu~ed wttNn 180 days oflar lhoir receipt ·nd which
Lender has not committed to the repair or restor·tion of the Prupedy shall be used arst 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
08-30-1996 DEED OF TRUST Page 4
Loan No 801501 (Continued)
~ny proceeds after payment in full of the thdebledneea, such proceeds shat be pek] to Trustor ~ Trustor's interests rrmy appel.
Unexpired InSurance at Sale. Any unexpired insurenco shell inure to the banal# of, and ~ to, ltm purcheser of lhe Properly covered by
this Deed of Trust at any trustes's s~e or other sale held under the prov~ons of INS Deed of Trust, or at any' forec~0su~ ~i~ of ~h Prop~ltty.
Compliance with Existing Indabtodneu. During the pedod in which any E)dstlng Iodebiadnas~ described below is In ®tle~. compliance w~h
the insurance provisions contained in the instrument evidencing such Existing Indebtedness ~ constitute compliance w~ the insurance
provisions under this Deed of Trust, to the exlent compliance with the terms of this Deed of Trust would constitute a duplicalon of Insuranc~
requirement. If any proceeds from the Insurance become payable on loss, the provtsions in Ihts Deed of Trust for division of proceeds shat
Koply only to that portion of the proceeds not payable to the holder of the F.3dsting Inclebled~-,i~i.
Truslor'a Repod on Insurance. Upon request of Lender, however not more limn once a year, Trustor shall furnish Io ~ a repod on
each e3dstthg policy of Insurance showing: (a) the name of the insurm'; (b) the ~Jcs insured; (c) the amount of the policy;, (d) the properly
Insured, the then current replacement value of such IXopedy, and the manner of determining that value; and (e) the expiration date of the
policy. Trusto~ shell, upon request of Lender, have an Independent appraiser satisfactory to Lender determine the cash value repiacement
EXPENDITURES BY LENDER. If Trustor fal~ to comply with any provision of this Deed of Trust, Including any oblation to malnfaln Existing
Indebtedness in good standing as required below, or if any action or proceeding is commenced that would materially aflecl Lentil's interests in the
Pro~, Lender on Truslo~s behalf may, but shall not be required to, take any action ltmt Lender deems appropriate. Any amount that Lender
expends in so doing wB bear interest al the rate provided for In the Note from the data incurred or paid by Lender to the dele of repayment by
Truslor. All such expenses, at Lentils option, will (a) be payable on demand, (b) be added to the balance of the Note and be appodioned
among and be payable with any installment payments to become due during either (1) the term of any applicable insurance Ix~cy or (ii) the
remaining term of the Note, or (c) be treated as · balloon payment which will be due and payable at the Note'$ maturity. This Deed of Trust also
wi, secure payment of these amounts. The rights provided for In lhls paragraph shall be in adcr~on to any other rights or any remedies to which
Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from
any remedy that it othem, ise would have had.
WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Properly are a pad of this Deed of Trust.
Tllle. Truslor warrants lhal: (a) Trustor holds good and marketable title of record to the Properly in fee simple, free and ck~r of all liens and
encumbrances other than those set forth In the Real Properly description or in the F_Jdsting Indebtedness section below o~ in any titia Insurance
policy, title repod, 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 titie to the Properly against
the lawful claims of all persons. In lhe event any action or proceeding is commenced thel questions Trusto~'s lille or the interest of Trustee or
Lender under this Deed of Trust, Trustor shall defend the action at Truslor's expense. Trustm 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 counsei of Lenck~'$ own choice, and
Trustor will deliver, or cause lo be delivered, 1o Lender such inslruments as Lender may request from time to time to permit such participation.
Compltence With Laws. Truslor warrants that the Property and Truslor's use of the Property complies with all existing appllcabie laws,
ordinances, and regulations of governmental authorities.
EXISTING INDEBTEDNESS. The following provisions concerning existing Indebtedness (the 'F_xtsting Indebtedness') are a pa~ of this Deed of
Trust.
Existing Men. The lien of this Deed of Trusl securing the Indebtedness may be seconcl~/and Inferior to an existing lien. Trustor expressly
covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to Wevent any default on such indebtedness, any
default under the instruments evidencing such indebtedness, or any default under any securify documents for such indebtedF, e~.
Default. If the payment of any installment of principal or any interest on the Existing Indebtedness is not made within the time required by the
note evidencing such indebtedness, or should a defauif occur under the inslrument securing such indebtedness and not be cured during any
applicable grace period therein, then, at the option of Lender, the Indebtedness secured by this Deed of Trust shall become immediately due
and payable, and this Deed of Trust shall be in default.
No Modification. Trustor shall not enter into any agreement with the holder of any mortgage, deed of trust, or ofher security agreement which
has prkxity over this Deed of Trust by which that agreement is modified, amended, extended, or renewed without lhe prior written consent of
Lender. Truslor shall neithe~ request nor accept any future advances under any such security agreement without the prior written consent of
CONDEMNATION. The following provisions relating to eminent domain and inveme condemns~on pr___~Kll_ riga are a pad of this Deed of Trust.
Application of Net Proceed___~. If any award is made or settiement entered into in any condemnation proceedings affecting al or any pad of
the Prol:~fty o~ by any proceeding or purchase in lieu of condemnation, Lender may at ~ eloction, and to the extent permitted by law, require
Ihet al or any portion of the award or settiement be applied to the Indebtedness and to the repayment of all reasonable costs, expenses, and
attorneys' fees incurred by Trustee or Lendor in connection with the condemnation proceedings.
Proceedings. If any eminent domain or inverse condemnation proceeding is commenced affecting the Properly, Trusto~ shel promptiy notify
Lender in writing, and Truslor shall promptiy take such steps as may be necass~y to pursue or defend the action and obtsJn the award.
Trustor may be the nominal party in any such proceeding, but Lander shall be entitied, al ils elec~n, to participate in the proceeding and to be
represented in the proceeding by counsel of its own choice, and Trustor will dsllver or cause to be detivemd lo Lender such inslruments as
may be requested by it from lime lo lime to permit such participalion.
-~MPO$1TION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following p~ovtsions relating to governmental taxes,
eee and charges are a part of this Deed of Trust:.
Currenl Taxes, Fees and Charga~ Upon request by Lender, Trustor shell execute such documents in addition to this Deed of Trust and take
whatover other action is requested by Lendor to perlecl and continue Lender's lien on lhe Real Properly. Trustor shall relmbu~e Lendor for al
limitation all taxes, fees, documentary stamps, and olher charges for recording or regist~ this Deed of TrusL
Taxel. The following shall constitute taxes to which Ibis section applies: (a) a specific lax upon this type of Deed of Trusl or upon al or any
08-30-1996 DEED OF TRUST Page
Loan No 801501 (Continued)
pm1 of tho Indebtedness secured by Ihis Deed of Trust;, (b) a specific tex on Trustor which Trustor is authoflmd Or required to deduct from
payments on tho Indebtedness secured by this type of Deed of Trust; (c) a tax on this ~ of Deed of Trust ch~rgeebte ageinst the Land~ or
Ihe holder of tho Nota; and (d) a specific Iix on d or any portion of the Indeblednes~ or on payments of principal and Intanlst mlde by
Trustor.
~ubsequenl Texe~. If any tax to which this section eppltes is enacted subsequent to the date of ~ Deed of Trust, It~ event shat heve the
Mrne effect as an Event of Default (as defined below'), and Lender may exercbe any or al of its aveitabte ren~K~les for In Event of Defautt as
provided below unless Trustor either (a) p~ys the rix before it becom~ delinquent, o1' (I)) Go,limb th~ t~x 15 pr0v~IIKI Ibov~ In IM
and Liens section and deposifs with Lender c~sh o~ a su~cient corporate surety bond or olher Secur#y satisfactory to Lender.
SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions reta§ng to this Deed of Trust as a security ~greement are =
of this Deed of Trust.
~ecurlty Agreement. This Instrument shall cons~futa a security agreement to the extent any of lhe Property constitutes to(fume or other
personal properly, and Lencl~ shall have ~11 of the rights of a secured party under the Uniform Comrn~ Code as amended from lime to
Security Interest. Upon request by Lender, Trustor shall execute flnar~ng statements and lake whaleve¢ other ~ is requested by Lender
to per~ and continue Lenders secunty Interest in the Rents and Pmsonal Property. Trustor shel reimburse Lender for all expenses Incurred
In perfacling Or continuing this secuf~y Interest. Upon defau#, Trustor shell assen~ the Pe~ Properly In a manner and at · I~
reaso~ly convenienl to Trustor and Lender and make it avaitable 1o Lender within tt~ee (3) days after receipt of written dem~ncl from Lender.
Addresses. The meillng edd~ of Tcustor (debtor) and Lender (secured pmly), from which information concerning the security Interest
gr~nled by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code), are as staled on the lirst I:~ge of this
Deed of Trust.
FURTHER ASSURANCES; A'I-rORNEY-IN-FACT. The f~owing prov~sions relating to further essurances and attorney-in-fad are a part of this
Deed of Trust.
Further Assurances. At any time, and from lima to lime, upon request of Lender, Trustor w~ make, execute and cl~, or wll cause to be
made, executed Or delivered, to Lender Or to Lender's designee, and when requested by Lender, cause to be flied, reon~cted, reflled, Or
rerecorded, as the case may be, at such limes and in such of~ and places as Lender may deem appropriate, any and al such mortgages,
deeds of bust, securily deeds, security agreements, financing statements, conlinuetion statements, instruments of fu~ essuranca,
cert~tes, and other documents as may, in the sole opinion of Lender, be necessary cr desirable in order to effectuate, complete, perfect,
continue, Or preserve (a) the oi3llgations of Trustor under the Note, this Deed of Trust, ·nd Ihe Related Documents, ·nd (b) the liens and
secudly Interests created by this Deed of Trust on the Properly, whether now owned or hereerm~ acquired by Trustor. U __~e<___~_ prohibited by
law Or agreed to the contrary by Lender in writing, Trustor shall reimburse Lender for al costs and expenses Incurred in connaclion with the
matters rete~red to in this paragraph.
Atlomey-4n-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 Trusto~s expense. For such purposes, Trustor her·by irrevocably appoints Lender as Trustor's attorney-in-fact for the purpose
of making, exec~ng, delivering, filing, recording, and doing all other things as may be nac~ or desirable, in Lender's sob opinion, to
accon~lish the mattms referred to in the preceding paragraph.
FULL PERFORMANCE. If Truster pays all lhe Indebtedness when due, and other~ pe~ al Ine obligations imposed upon Trustor under this
Deed of Trust, Lender shell execute and deliver to Trustee a request for full reconvey·nc· and shat execute and deliver to Trustor ~
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 lima of reconvey·nee.
DEFAULT. Each of the following, at the option of Lender, shall cons~ute an event of default ('Event of Default") under this Deed of Trust:
Default on Indebtedness. Failure of Trustor to make any payment when due on the Indebtedness.
Default on Other Payments. Failure of Trustor within the lima required by this Deed of Trust to make any payment for taxes or insurance, or
any ofher payment necessary to prevent filing of or to effed discharge of any lien.
Defaull in Favor of Third Parties. Should Borrower or any Truster 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 thai may materlalty affect any of Borrower's property
Borrow~s or any Trustor's ability Io repay the Loans or pafferm their respec(h/e ob#gations under I~ Deed of Trust or any of the Related
Documents.
COmldtsnce Detsull. Failure of Truslor lo comply with any other term, obr~alion, covenant Or condition contained in this Deed of Trust, the
Note or in any of the Related Documents.
False Statements. Any warranty, representation Or statement made or furnished to Lender by Or on behalf of Trustor under INs Deed of Trust,
the Nots or the Reiated Documents is false or misleading in any material respect, either now or at lhe time made or furnished.
Defeclive Collalerallzallon. This Deed of Trust or any of the Related Documents ceases to be In fuli force and eftect (including failure of any
coilataral documents to create a valid and perfected security interesl or lien) at any lime and for any reason.
De·lit or Insolvency. The cr~,so~on or termina§on of Truslcr's existence as a going business or lhe death of ·ny parlner, Ihe Insolvency of
Trustor, the appointment of a rece~ for any pm1 of Trustor's property, any assignment f~x Ihe benefit of creditors, ·ny lype of creditor
workout, Or the commencement of ·ny proceeding under any bankruptcy or Insolvency laws by Or against Trustor.
Foreclosure, Forfellure, etc. Commencement of foreclosure or forfeiture proceedings, whsther by Judicial proceeding, self-help,
repossession Or any other method, by any creditor of Trustor Or by any govemmenbl agency against any of the Properly. However, this
subsection shall not apply in the event of · good faith dispute by Trustor as to ~ velldity or reasonableness of the c~im which is the basis of
the foreclosure or forefeiture proceeding, providad that Truslor gives Lender w~tten no~ce of such claim and furnishes reserves or · surety
bond for the claim ss~tactory to Lender.
B~each of Olher AgreemenL Any breach by Trustor under the terms of any o!~ ~ belween Trustor and lender Ifmt is no(
remedied within any grace period provided tl~n, Including without limit·lion ·ny agreement concerning any Indebtedness or othor obligation
of Trustor to Lender, whether extsting now or lete~.
08-30--1996 DEED OF TRUST Pa~e e
Loan No 801501 (Continued)
Event~ Affecting Guarantor. Any of the preceding events occurs with respect to any Guerantor of any of lhe Indebtedness er any Gu~J~ntor
dies or becomes incompetent, or fevok~ or disput~ the Validity of, or liability under, any Gu~anty of the Indebtedna~. Lend~, at ~ option,
may, but shall not be required to, permit the Guarantor's estete to ~ssume unconditionalty Ihe oi)lig~lion$ Id~ng under Ihe guaranty in a
manne~ satisfector/to Lender, end, in doing so, cure the Event of Default.
Adverse Change. A material adve~e change occurs In Trustor's financial con~tion, or Lender believes the prospecl of payment or
performance of the Indebtedness is impaired.
Exlsllng Indebtedness. A default shall occur under any F. xtsling Indebtedness or under any Insfrumant on the Properly securing any F. xtsting
Indebtedness, or commencement of any suit or other ac0on to foreclose any e)dsting ~en on lhe Properly.
Rlghl 1o Cure. If such a failure is curable and if Trustor has not been given · notice of · breech of the same provision of INs Deed of Trust
within Ihe preceding twelve (12) months, it may be cured (and no Event of Default w~l have occun'ed) if Trustor, alter Lend~ sands mJtten
notice demanding cure of such failure: (a) cures the failure within attean (15) days; or (b) if me cure requtms more than Ifteen (15) days,
immec,atety initiates steps suf~cient to cure the failure end thereafter continues and completes al ressonebie and nic~ssar/steps sufficient to
produce comp~ance es soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any ~ Ihemaflor, Trustee or Lender, ,t its option,
may exercise any one or more of the following ~hts end remedies, in addition to any other ~ghts or mmedios provkied by iew:.
Foreclosure by Sale. Upon an Event of Defaull under this Deed of Trust, Beneflc~ may ~ lhe entire Indebtedness secured by ~
Deed of Trust immediately clue and payable by ~ to Trustee of written decfarslion of defauif end demand for sale and of wrttten no,ce of
defaull and of etection to cause to be sold the Property, which notice Trustee shall cause to be lied for record. Beneitcfary ~ shall deposit
with Trustee this Deed of Trust, the Note, other documents requested by Trustee, end all documents evidencing expenditures secured hereby.
Alter lite lapse of such time as may then be requirod by law following the reoocdation of the nofice of default, and noace of sale having been
given as then required by law, Trustee, without demand on Trustor, shall sell the Property et the lime and place fixed by if in Ihe notice of sale,
~he~ as a whole or in separate parcels, and in such order as it may determine, at pubic auction to the highest bidder for cash in lawful money
of the United Stales, payable at time of sale. Trustee may postpone sale of all or any podion of the Properly by public announcement at such
time and place of sale, and f~om lima to time thereafter may postpone such sale by public announcement al the time fixed by the preceding
postponement in accordance with applicable taw. Trustee shall dellv~ to such purchaser its deed conveying the Properly so sold, but without
any covenant or warranty, express or Implied. The recitals in such deed of any realtors or facts shal be conclusive proof of the fruthfulnesa
thereof. Any person, Including Trustor, Trustee or Beneficiary may purchase al such sale. Alter deducting all costs, fees ~ expenses of
Tn,'stee and of this Trust, including cost of evidence of lilie in connection with sale, Trustee shal .pply Ihe proceeds of sale to payment o~. al
sums expended under the terms hereof, not then repaid, with accrued Interest at the amount alowed by law in effect at lhe date ha~eof; all
other sums then secured hereby;, and the remainder, if any, to the person or persons legally enli6ed Ihereto.
~ Judicial Foreclosure. With respect to all or any part of the Real Properly, Lender she, have lhe right in lieu of foreclosure by power of sale to
foreclose by judicial foreclosure in accordance with and to the full e3dant provided by CaJifornia I~v.
UCC Remedies, With respect to al or any part of the Personal Properly, Lender shal have al Ihe rights and remedies of a secured party
under l~e Uniform Commercial Code, including without lirnitetion the right to recever any deviancy in the manner and to the full extent
prov~led by California law.
CoIlecl Rents, Lender shall have the right, wifhout notice to Trustor, to take possession of and menage the Properly and coleot the Rents,
including amounls past due and unpaid, and ~pply the net proceeds, over and above Lenders costs, against lhe Indsbtedness. In
fudherance of INs right, Lender may require any tenant or other user of the Properly to make p~yments of rant or use fees ~ to Lender.
If the Rents are collected by Lender, then Trustor Irrevocably designates Lender as Trust(x's attorcey.4n-faot to endorse Instruments received
in payment the, eof in the name of Trustor and to nagoliafa the same and collect the proceeds. Payments by tenants or other usa~ to Lender
in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or nof any proper grounds for lhe
demand existed. Lender may exercise its ~hts under this subparagraph either in person, by agent, or through a receiver.
Appoint Receiver. Lender shall have the right to have a receiver appointecl to take possession of al or any p4ul of the Properly, with the
power to protect and preserve the Properly, to operate the Property preceding foreclosure or sale, mtcl to coiled the Rents from the Properly
and N3ply the proceeds, over and above the cost of the receive~hip, against the Indebtedness. The receiver may sa~e without bond if
permitted by law. Lender's right to the appointment of a receiva~ shall e.~Jst whether or not the ~oparant value of Ihe Property exceeds Ihe
Indebtedness by a substan~l amount. Employment by Landor shall not disqualify a person front sendng es a receiver.
Tenancy at Sufferance. If Truster remains in possession of the Properly after the Properly ts sold es provfcted above or Lender ofhenvisa
becomes entilled to possession of the Properly upon default of Trustor, Trustor shall be(oma a tenant at sufferance of Lender or the purchaser'
of the Properly and shall, at Lender's option, either (a) pay a reasonable rental for the use of Ihe Properly, or (b) vacate the Properly
imme~ately upon the demand of Lender.
Other Remedies. Trustee or Lender shall have any other right or remedy provided in INs Deed of Trust or the Note or by' law.
Notice of Sale. Lender shall give Trustor reasonable notice of the lima and place of any public sab of the Pe~on~ Properly or of the time
alter which any private sale or other Intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given
at least five (5) days before the time of the sale or disposition. Any sale of Personal Properly may be made in conjunc~on w~h any sale of the
Sale of lhe Properly. To the extent perrnitted by applicable law, Trustor here~y waives any and al ~ghts Io have the Property marshalled. In
exerc~ng its ~hts and remedies, the Truslee or Lender shall be free to see all or any part of the ~ together or separately, in one sale or
by separate sales. Lender shall be enlitbd 1o bid at any publ~ sale on all or any po~on of the PrOl~.
Waiver;, Elecllon of Remedies. A waiver by any party of a breach of a provision of this Deed of Trust shall not constitute a waiver of or
prejudice the party's rights other, visa to demand slrict compliance with that provision or any olhor provision. Eleclion by Lenc~' 1o pursue any
remedy provided in this Deed of Trust, the Note, in any Related Document, or provided by iew ~ not exclude pu~sdt of any ofber remedy,
and an eteclion to make expenditures or to lake action to perform an obligation of Trustor unclm' INs Deed of Trust after fa~um of Trustor to
perform shall nof affect Lender's ~ght to declare a default and to exeroisa any of its remedies.
Altorneya' Fees; Expenses, If Lender Institutes any suit or a~on to enforce any of the farms of INs Deed of Trust, Lender shsl be enl~ied to
recover such sum as the court may adjudge reasonable as attorneys' fees at lrial and on ~ ~. Whethor or not any courl action is
Involved, all reasonable expenses Incun'ed by Lander which in Lender's opinion are necessary ~t any lime for the protection of Its intereat or
08-30.-1996 DEED OF TRUST Page 7
Loan No 801501 (Continued)
the enforcemenl of tls rights shall become I pl~ of the Indebladnss~ plyable on cleff~ncl and shall ~ interest at the Nde mia from the dale
of expenditure unlit repaid. Expenses covered by this paragraph inc~ucla, without imitation, however sub}eof to any Emits under appllcshle
law, LendM's altorneys' fees whether or not there is I lawsuit, Including Ilto~' fe~s for blnl,d'uptoy proceeding~ (inc~l,Kllng stforts to modify
or vacate ,,ny automa~ slay or Injunction), Kopeats ,nd any anticZpaled post-judgment colleclion servk~s,the cost of searching record,
obtaining tttle reports (Including foreclosure reports), suweyors' reports, appraisal fees, ~ insu~znce, and fees for the Trustee, to the extant
permitted by applicable law. Trustor also will pay any court costs, in eddltion 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 oblig~fions of Trustee Ire I~ of this Deed of
Trust.
Powers of Trustee. In addition to all powms of Trustee a~ising as a melter of law, Trustee shell have the power to take lhe folowing ~dlon~
with respect to the Properly upon the writton request of Lender and Trustoc (a) join In prepming and filing a map or peal of the Real Properly,
Including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any msbtc~on on the Real
Property; and (c) join in any sub(xcllnation or other agreement affecting this Deed Of Trust or Ihe Interest of Lender under INI Deed of Trust.
Obllgsttonl to Nofify. Trustee shall not be obligsted to notify any other pmly of a pending sale under any other Irust deed or ,eh, or Of any
action or proceeding in which Trustor, Lender, or Trustee shall be a perly, unless the ac~on or proceeding is brought by Trustee.
Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In acldi~on to the rights and ref~ sel forlh above,
with respect to all or any part of the Properly, the Trustee shall heva the ~tghl to forectose by notice and sale, and Lender shel have the ~ghl 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, ~ Trustee to any Trustee appolnled hereunder by
an Instrument executed and acknowledged by Lander and rec~dad In lhe or,ce of the recordar of San Malao Counly, Californle. The
Insfrument shall contain, in addition 1o all other matters required by slate law, the names of the original Lender, Trustee, and Tmstor, the book
and page where this Deed of Trust is recorded, and the nsma and address of the s,___ _,,'~,~,~x trustee, and the instrument shei be executed and
ecknowiedged by Lender or its successors in inlerest. The successor Irustee, without conveyance of Ihe Properly, shall s~__~'~ed__ to all the b'tle,
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.
NOTICES TO TRUSTOR AND OTHER PARTIES. Any notice under this Deed of Trust shall be in wrWng, may be be sent by tslefecsimllle, and
she, be effective when actually delivered, or when deposited with a nationally recognized overnight courter, or, if mailed, shall be deemed effective
when deposited in the United Slates mall first class, cartitled or registered mall, postage prepaid, cl','eclad to the addr__~?~___ shown near the
beginning of this Deed of Trust. Any pm'ly may change ils address for notices under this Deed of Trust by giving formal written notice to the other
parties, specit~ng that the purpose of the notice is 1o change the party's address. All copies of notices of foreclosure from the ~ of any lien
which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the buginning of this Deed of Trust. For notice
purposes, Trustor agrees to keep Lender and Trustee informed at ali limas of Trustor's current address. Each Trustor requesis Ihst copies of any
no_'_ij,~m___ of default and sale be directed to Trustor's address shown near the beginning of this Deed Of Trust.
STATEMENT OF OI~_IGATION. Lender may collect · fee, in an amount not to exceed the slatutor/maximum, for furnishing lira statement of
oi3~gation as provided by Section 2943 of the CI~ Code of California.
MiSCl; i ANEOUS PROVISIONS. The following miscellaneous provisions ~ a part of ~ Deed of Trust:.
Amendments. This Deed of Trust, together with any Related Documents, constitutee the entire undmslanding and agreamanl of the pertias as
to the matters set forlh in this Deed Of Trust. No altera§on of or amendment to this Deed of Trust she, be effective unless given in wriling 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 then Trustor's residence, Trustor shall furnish to Lender, upon request, a ceftirmcl
statement of net operating income received from the Propaf~/during Trustor's previous fiscal year in such form and detail as Lender shell
require. "Net opereting income" shell mean all cash receipts from the Property less all cash expenditures made in connection with the
opo~tion of the Property.
Acceptance by Trustee. Trustee accepts this Trusl when this Deed of Trust, duly executed and acknowledged, is made a public record as
provided by law.
Applicable Law. This Deed of Trust has been delivered to Lender and ec~:epled by Lender In Ute Stale of Calitornla. Thla Deed of
Trust shall be governed by and construed In accordance wifh the laws of Ute State of California.
Captton Headings. Capfion headings in this Deed of Trust ere for convenience purposes only and ~ not to be used to interpret or define the
provisions of this Deed of Trust.
Merger. There shell be no merger of the Interest or estate oreeted by this Deed of TnJst with any other Interest or estate in the Properly at any
time held by or for the benefit of Lender In any capacity, without the written consent of Lender.
Multiple Parllce. All obligations of Trustor under this Deed Of Trust shall be joint and several, and all references to Trustor shall mean each
and every T~ustor. This means that each of the Borrowers signing below is responsible for all obligations in this Deed of Trust.
Severabllity. If a courl of competent Jurisdicfion finds any provision of this Deed Of Trust to be Invalid or unenforceable as Io any person or
circumstance, such finding shall not render that provision invalid or unenforceable as 10 any ~ persons or circumstances. If feasible, ,ny
such offending prov~si~rt shall be deemed to be modified to be within the limits Of enforceel:~ty or vzdidity;, however, if the offending provtsion
cannot be so modified, it shell be stricken ,nd ~11 other provisions of this Deed of Trusl in ~1 other respects shall remain veld and enfor~.
Successors and Aesigns. Subject to the limilafions slated In this Deed of Trust on Irensfer Of Trustor's interest, this Deed ot Trust shall be
binding upon and inure to the benefll of the pm'lk~, Iheir s~ and assigns. If ownership of Ihe Propmly becomes vested in a p~son
other then Trustor, Lender, without notice to Trustor, may deal with Trustor'S s __L,~'~___*4X~ with referer, ce to lhts Deed of Trust and the
Indebtedness by way of forbearance or extension without releasing Trustor from the obligations of Ihis Deed of Trust or lability unc~' Ihe
Indabladrmss.
Time la of Ne Essence. Time is of the essence in the pa~formance of lhis Deed of Trust.
08-30-1996 DEED OF TRUST Page $
Loan No 801501 (Continued)
Waivers and Consents. lende~ sl~ll not be deemed to have w~ved ·ny rights under this Deed of Trust (or under the Reiited Documents)
unless such w·lver is In writing ·nd signed by lender. No dally or omission on the pm1 of lender in exercising ·ny right sl~ll opor·te ~s ·
wlivi.' of such right or any other right. A waive' by i~ny I:~rty of · provision of this Deed of Trust ~ not constitute · wAIve' of or prejudice
the party'S right othetwisa to demand strict complllnce with that provision or ·ny other provision. No ~ waiver by lender, nor ·ny course of
dealing between Lender and Trustor, shall constitute I waiver of ·ny of lender's ~tghts or ·ny of TrustoCs obligations es to Shy futura
transactions. Whenave~ consent by lende~ is required In this Deed of Trust, the gr,,n§ng of such consent by lencle~ in ·ny instance shall not
constitute continuing consent to subsequent instances where such consent is required.
EACH TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND EACH TRUSTOR AGREES TO
ITS TERMS.
TRUSTOR:
The Grand Hotel
Donald Ahlbech, General Partner
CERTIFICATE OF ACKNOWLEDGMENT
On . before me,
personally appeared Donald Ahlbach, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(si
who~e name(s) is/are subsc~bed to the within inslrument and ·cknowk~ged to me lhat he/she/they executed the same in his/he~lthair
luthorized capacity(ms), and that by his/her/their Signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
· ~cted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
(DO NOT RECORD)
REQUEST FOR FULL RECONVEYANCE
(To be USed only when obl~·tlons hev~ been paid in full)
To: , Trustee
The unde,~gned is the legal owner ·nd holder of ~ Indebtedness secured by this Deed of Trust. A1 sums secured by this Deed of Trust have
been fully i~iid ·nd satisfied. You ~re hereby directed, upon payment to you of ·ny sums owing to you undm' the terms of this Deed of Trust or
pursLmnt to any applicable statute, to cancel the Note secured by this Deed of Trust (which is deavered to you together with this Deed of Trust),
and to reconvey, without warranty, to the pir~s designated by the terms of this Deed of Trust, the estate now held by you under this Deed of
Trust. Please mall the reconvey·nc· and Related Documents to:
I !R Pf~O, Reg. U.S. Pal. & T.M. Off., Var. 3.22 (c) 1996 CFI ProSerylcel, Illc. All rights reservecl. ICA-Q01 CIFIAND,LN R1.OVt. J
EXHIBIT G
PROPERTY DESCRIPTION
APN: 012-146-030.
012-146-040
012-146-050
Located in SanMateo County, State of California (the "Real Property"):
Lot 8,9 and 10 in Block 152, as shown on that certain map entitled "SOUTH SAN
FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1", filed in the office of the
County Recorder of San Mateo County, State of California, on March 1, 1892 in
Book "B" of Maps at page(s) 6 and copied into Book 2 of Maps at Page 52.