Loading...
HomeMy WebLinkAboutReso RDA 5-1997 RESOLUTION NO. 5-97 REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION APPROVING THE FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT FOR RETROFITTING THE N~TROPO?.IT~N HOTET. WHEREAS, in October, 1995 the Agency Board adopted Resolution No. 123- 95 approving the Owner Participation Agreement between the Redevelopment Agency, Tipton Management Company, and Martin Metro, Inc. for the retrofitting of the Metropolitan Hotel. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of South San Francisco that it hereby approves the First Amendment to Owner Participation Agreement for retrofitting the Metropolitan Hotel. * * * * I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 12th day of March , 1997 by the following vote. AYES: Boardmembers James L. Datzman, Eugene R. Mullin and Chairman Joseph A. Fernekes NOES: ABSTAIN: None ABSENT: Boardmembers John R. Penna and Robert Yee Redevelopment Agency of the City of South San Francisco A:q~IETROPOL.RDA EXHIBIT TO RESOLUTION NO. 5-97 FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY,TIPTON MANAGEMENT COMPANY AND MARTIN METRO, INC. This First Amendment to the Owner Participation Agreement between the City of South San Francisco Redevelopment Agency Tipton Management Company, Incorporated and Martin Metro, Incorporated is entered into as of this ~ day of , 1997, by and between the City of South San Francisco Redevelopment Agency , a public body corporate and politic ("Agency") Tipton Management Company, Incorporated, collectively, hereinafter referred to as (',Participant") and Martin Metro, Incorporated, hereinafter referred to as "Owner- Lessor"). RECITALS WHEREAS, the Agency, Participant, and Owner-Lessor have entered that certain Owner Participation Agreement (hereinafter called the "OPA") dated as of October 25, 1994 in connection with the seismic retrofitting and upgrade of the Metropolitan Hotel within the Downtown Central Redevelopment Project Area; and WHEREAS, Article 3 of the OPA provides that the Agency will provide Agency funding through a loan to the Participant in accordance with the provisions said Article; and WHEREAS, the parties to the OPA desire to amend the propose Agency Loan in certain respects; NOW, THEREFORE, the parties hereto agree as follows: 1. Section 3.1 Agency Loan is hereby amended to provide for a loan of $1,094,000. 2. Section 3.3.3 is hereby amended to provide for the amendment of the Promissory Note in the amount of $1,094,000. 3. No other provision of the OPA, except as otherwise provided in this First Amendment, is altered or revised, and all other provisions of the Agreement, shall remain in full force and effect. This First Amendment shall be effective as of the original date of the Agreement. IN WITNESS WHEREOF, THE Parties have caused this First Amendment to Owner Participation Agreement to be duly executed as of the date first written above. AGENCY: CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, a public body corporate and politic BY: Joe Femekes, Chair Tipton Management Company BY: Rick Tipton Martin Metro, Inc. BY: William J. Barton President 2 I | [ -- EXHIBIT "A' COP;: OF D :V; OPMENT AND ANCILLARY IHPROV~C~.NTS shall be as follows= 1. SELECTIVE DEMOLITION, PREPARATION, SITEwORK Demo selected partition wa115 Demo Vault Demo existing mezzanine stairs & framing Strip out selected'toilet room areas Strip for ramp & rear access Strip finishes for misc. framing Remove selected skylights 2 · CONCRETE '- Mezzanin% concrete floor ~ill Ramp @ rear access Modif~ steps & ramps @ stree.t Encase selected metal elements 3. METALS '. Mezzanine frame -- Mezzanine metal deck w/framing Building retrofit framing and braces Spiral mtairs Epoxy anchors Collector strapping & misc. 4. CARPENTRY: Stud & joist framing Door frames hardware refit & install Hlsc. 5. DIAPHRAGM, MOISTURE, THEP~/AL: Re-roof / flashing / seal Board & Bart & insulation MisC. caulk & seal 6. DOORS, WINDOWS, FRAMES, HARDWARE: New interior door-frames & hardware P&nic & specialty hardware Repair / refit selected door-frames Skylights & flashings 7. FINISHES: Sheetrock / pa~ch, repair misc. walls & ceilings ~. Hard finishes - toilet rooms Catfish/vinyl floors & hotel areas Paint & p&tch misc. hotel areas Paint & patch misc. commtrcial areas Misc. mesh / stucco areas --SCOP; O~ DE~L~PI~?, COnt'd BUILDING SPECIALTIES: Toilet room specialties Signage Toile~ room part£~ions 9. EQUIPMENT: Replace manager's kitchen equipmen= as necessary 10. SPECIAL CONSTRUCTION: Floor leveling - com'l retail areas Misc. wall finishes @ com'l space ground floor / basement 11. MECHANICAL: Modify pl~ing New fixtures Rough-out lines Modify heating -- 12. ELECTRICAL: Modify electrical systems Install new electrical in mezzaniue and toilet rooms PROMISSORY NOTE $1,094,000 CITY OF SOUTH SAN FRANCISCO, CALIFORNIA , 1997 FOR VALUE RECEIVED, the undersigned Participant, TIPTON MANAGEMENT COMPANY, Inc., ("Maker"), hereby promises to pay the CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY ("Beneficiary"), the principal sum of One Million and Ninety Four Thousand Dollars ($1,094,000), without interest; MARTIN METRO, Inc., Owner-Lessor of the property described in the Deed of Trust executed this date, ("Trustor") acknowledges this agreement, and the terms and conditions contained herein including the referenced Deed of Trust encumbering the subject property. This note shall replace that Promissory Note and Deed of Trust dated March 27, 1996 in the amount of $894,000 between the City of South San Francisco Redevelopment Agency and Tipton Management Company, Inc., a copy of which is attached hereto and incorporated herein by reference. Repayment of this note shall be as follows: A. During the design, development and construction period, which shall not exceed two (2) years after the commencement date, no interest shall accrue and no payments of principal or interest shall be required of Maker by the City of South San Francisco Redevelopment Agency. B. In the event that, during the two (2) year design, development and construction period referenced in Section A, the property secured by the above referenced Deed of Trust is sold, conveyed or otherwise transferred, assigned to any party other than to an organization of which Richard Tipton is a principal, then the entire unpaid principal balance shall become immediately due and payable. C. During the two (2) years referenced in Section A the residential portion of the property, known as the Metropolitan Hotel (located at 220 Linden Avenqe) shall be used as single Room Occupancy Housing and for no other purpose. Additionally the property shall be subject to a Rent Regulatory Agreement, made a part hereof by reference. Such Rent Regulatory Agreement stipulates maximum affordable rent levels for the hotel rooms. During the above designated two (2) years, if the hotel room rents exceed those stipulated in the Rent Regulatory Agreement, the undersigned shall be considered in default of the terms of this note and, then the entire unpaid balance of the principal amount shall become immediately due and payable. This note will be replaced with the Promissory Note(s) and Deed(s) of Trust described in the Owner Participation Agreement between the City of South San Francisco Redevelopment Agency and Tipton Management Company, Inc., a copy of which is attached hereto and incorporated herein by reference. The $1,094,000 contributed by the City of South San Francisco Redevelopment Agency shall be used to structurally reinforce, repair and improve the residential and commercial segments of the above referenced property. The proceeds of this loan will be administered by the Bank of California under a Disbursement Agreement, exhibited hereto, and shall be subject to withdrawal only as necessary to carry out the purposes indicated above. All proceeds not so withdrawn shall be applied to reduce the principal amount of this note. This Note is secured by a Deed of Trust, dated concurrently herewith, by and between Martin Metro, Inc, ("Trustor"), the City of South San Francisco ("Beneficiary"), and Tipton Management Company, Inc. ("Maker"). This Note shall be governed by and construed in accordance with the laws of the State of California. If the undersigned is more than one, each covenant and obligation contained herein shall be joint and several. MARTIN-METRO, INC. TIPTON MANAGEMENT COMPANY, INC. BY: % AYq /~ .~ W-illiam ~/~rton, President Richard Ti~ President CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of ~/')~/~/'~--- / ,~'~ ,~'/~//,~' County of On ~:)o.,?/ /~7 beforemo, ~ ~--' ~,~~/~ personally appeared ~[/...&/~z~/4// ~. ,:~~,/~,(i.~.,.J~,~,.o,,.,uu..)',' -/,~r N&me(s) o~ Signer(s) [] personally known to me - OR oved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by ~'~.-~-. _'..~,~--.,~:~',: _~.~,e~.~._-~ ~_: ~ ~ ~ his/her/their signature(s) on the instrument the person(s), · ~ $ANDI~EJI~IKINS ~ or the entity upon behalf of which the person(s) acted, ~ ~:'~ ~.~.~.~ ~ executed the instrument. ~ ~ I~,~mra,.,~.~ II WITNESS my hand and official seal. OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachmen! of this form to another document, Description of Attached Document Title or Type of Document: Document Date: 7 Number of Pages: ~--/ Signer(s) Other Than Named Above: /~,~,,~"-- Capacity(ies) Claimed by Signer_(s).~-~ Signer's Name: /~///~./~ ~'~-, ~,~ '/- Signer's Name: [] Individual l-3 Individual ~.Gorporate Officer p~~/~,~_~ [] Corporate Officer Title(s): /(.~r..../~... Title(s): [] Partner -- [] Limited [] General I--I Partner -- [] Limited [] General [] Attorney-in-Fact [] Attorney-in-Fact [] Trustee [] Trustee [] Guardian or Conservator [] Guardian or Conservator [] Other: Top of thumb here [] Other: To~ of thumb here Signer Is Representing: Signer Is Representing: 1994 National Nota~/Association · 8236 Remmet Ave., P.O. Box 7184 · Canoga Park, CA 91309-7184 Pn:)d. No. 5907 Reorder. Cai To~l-Free 1-800-876-6827 1 DEED OF TRUST T~IS DEED OF TRUST ("Security Instrument") is made on , 1997. The grantors are Tipton Management Company, Inc., 433 Hamilton, Palo Alto, California 94302 and Martin Metro, Inc., 1111 E1 Sur Way, Sacramento, California 95864 (identified collectively as "Borrower"). The "Trustee" and "Beneficiary" are the City of South San Francisco Redevelopment Agency, a publiq agency, organized and existing under the laws of the State of California, and whose address is 400 Grand Avenue, South San Francisco, California ("Agency" or "Lender"). Borrower owes Lender the principal sum of ONE MILLION AND NINETY FOUR THOUSAND DOLLARS ($1,094,000). This debt is evidenced by Borrower's Promissory Note ("Note") dated , 1'997. The Note provides that the full debt shall be due and payable upon sale, transfer, conveyance or assignment to any other party(ies), except an organization with Richard Tipton as principal, of any interest or right of Borrower in the property without prior written consent of the Lender, or on the date Borrower, after reasonable opportunity to cure, is declared by Lender to be in default of any provision of this Security Instrument, the Note, Owner Participation Agreement, or Rent Regulatory Agreement. Borrower acknowledges and agrees that upon completion of construction, Borrower will sign a new Promissory Note and amended Deed of Trust both of which reflect the actual amount loaned by Lender. The loan, evidenced by the Note and secured by this Security Instrument (the "Loan"), is being made from housing revenues of the South San Francisco Redevelopment Agency. This Security Instrument secures to Lender: (a) the repayment of the debt evidenced by the Note, and all renewals, extensions and modifications of the Note, and (b) the performance of Borrower's covenants and agreements under this Security Instrument, the Note, Owner Participation Agreement, and Rent Regulatory Agreement. For this purpose, Borrower irrevocably grants, transfers, assigns, and conveys to Trustee, in trust, with power of sale and right of entry and possession, all of Borrower's rights, title and interest now held or hereafter acquired in and to the following described property located in San Mateo County, California: Real Property located at southeast corner of Grand Avenue and Linden Avenue in the City of South San Francisco, State of California, more particularly described in Exhibit C to Owner Participation Agreement between Borrower and Agency, which is incorporated herein by reference. TOGETHER WITH all the improvements now or hereafter erected on the property, and all easements, appurtenances, and fixtures now or hereafter a part of the property. All replacements and additions shall also be covered by this Security Instrument. All of the foregoing is referred to in this Security Instrument as the "Property". 2 Borrower COVENANTS that Martin-Metro, Inc. is lawfully seized of the fee estate (Property) hereby conveyed and that Tipton Management Company is lawfully seized of the 41 year lease on the improvements hereby conveyed and that each party has the right to grant and convey the Property or 'their interest therein, and, except as set forth in the Sections 2.1. and 3.3.2. of the Owner Participation Agreement for the First Deed of Trust, the Property is unencumbered. Borrower warrants and will defend generally the title to the Property against all claims and demands, subject to such encumbrances of record. THIS SECURITY INSTRUMENT combines uniform covenants for use and non-uniform covenants with limited variations by jurisdiction to constitute a uniform security instrument covering real property. This Security Instrument applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devises, administrators, executors, successors, and assigns. UNIFORM COVENANTS. Borrower and Lender covenant and agree as follows: 1. Payment of Principal and Interest. Borrower shall promptly pay when due the principal of and interest on the debt evidenced by the Note. 2. Application of Payments. All payments under paragraph 1 shall be applied: first, to any interest due, and second to any principal due. 3. Prior Deeds of Trust, Charges, Liens. The Borrower shall perform all of the Borrower's obligations under the preexisting liens identified in Section 3.3.2. of the Owner Participation Agreement, including Borrower's covenant to make payments when due. Borrower shall pay all taxes, assessments, charges, fines and impositions attributable to the Property which may attain priority over this Security Instrument. Borrower shall pay these obligations on time directly to the person owed payment. Borrower shall promptly discharge any lien which shall have attained priority over this Security Instrument unless Borrower: (a) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to Lender; (b) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings which in the Lender's opinion operates to prevent the enforcement of the lien; or (c) secures from the holder of the lien an agreement satisfactoryto Lender subordinating the lien to this Security Instrument. If Lender determines that any part of the Property is subject to a lien which may attain priority over this Security Instrument, Lender may give Borrower a notice identifying the lien. Borrower shall satisfy such lien or take one or more of the actions set forth above within ten (10) days of the giving of notice. 4. Subordination. Except as specifically set forth in this paragraph 4, Borrower may not subordinate this Security Instrument to any other deed of trust, promissory note, lien or other such similar document without first obtaining prior written approval of Lender. 5. Hazard or Property Insurance. Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage" and any other hazards including floods or flooding. All insurance policies and renewals shall include a standard mortgage clause. Lender shall be named as a loss payee on all insurance policies. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by the Borrower. Unless Lender and Borrower otherwise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property damaged, if the restoration.or repair is economically feasible and Lender's security is not lessened. If restoration or repair is not economically feasible or Lender's security would be lessened, the insurance proceeds shall be applied to the sums secured by this Security Instrument, whether or not then due, with any excess paid to Borrower. If Borrower abandons the Property, or does not answer within thirty (30) days a notice from Lender that the insurance carrier has offered to settle a claim, then Lender may collect the insurance proceeds. Lender may use the proceeds to repair or restore the Property or to pay sums secured by this Security Instrument, whether or not then due. The thirty (30) day period will begin when the notice is given. 6. Operation, Preservation, Maintenance and Protection of the Property. Borrower shall not destroy, damage or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Borrower further covenants and agrees to keep said Property in good condition and repair, not to remove or demolish any building thereon without first obtaining prior written approval of Lender; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said Property or requiring any alterations or improvements to be made thereon; not to commit, suffer or permit any act upon said Property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character of use of said Property may be reasonably necessary to maintain the Property in an aesthetically pleasing condition, the specific enumerations herein not excluding the general. 4 (a) Default. Borrower shall be in default if any forfeiture action or proceeding, whether civil or criminal, is begun that in Lender's good faith judgement could result in forfeiture of the Property or otherwise materially impair the lien created by this Security Instrument or Lender's security interest. Borrower may cure such default and reinstate, by causing the action or. proceeding to be dismissed with a ruling that, in Lender's good faith determination, precludes forfeiture of the Borrower's interest in the Property or other material impairment of the lien created by this Security Instrument of Lender's security interest. Borrower shall also be in default if Borrower, during the loan application process, gave materially false or inaccurate information or statements to Lender (or willfully failed to provide Lender with any material information) in connection with the loan evidenced by the Note, including, but not limited to, representations concerning Borrower's use of the Property to provide retail use of portions of the ground floor area and single occupancy rooms, rented pursuant to the Rent Regulatory Agreement, for at least twenty five (25) years. 7. Condemnation. The proceeds of any award or claim for damages, direct or consequential, .in connection with any condemnation or other taking of any part or the Property, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid first to the Lender to satisfy any unpaid debt or liens, and then to Borrower. 8. Borrower Not Released; Forbearance by Lender Not a Waiver. Extension of the time for payment or modification or amortization of the sums secured by this Security Instrument granted by Lender to any successor in interest of Borrower shall not operate to release the liability of the original Borrower or Borrower's successors in interest. Lender shall not be required to commence proceedings against any successor in interest or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Security Instrument by reason of any demand made by the original Borrower of Borrower's successor's in interest. Any forbearance by Lender'in exercising any right or remedy shall not be a waiver of or preclude the exercise of any right or remedy. 9. Successors and Assigns Bound; Joint and Several Liability; Co-signers. The covenants and agreements of this Security Instrument shall bind and benefit the successors and assigns of Lender and Borrower. Borrower's covenants and agreements shall be joint and several. Any assignment of Borrower's obligations, duties, covenants, rights or benefits hereunder shall Only occur after written approval of such assignment by Lender. If the Lender approves in writing an assignment o~ the Security Instrument, then Lender will release Borrower from covenants and agreements of this Security Instrument. 5 10. Notices. Any notice to Borrower provided for in this Security Instrument shall be given by delivering it or mailing it by first class mail. The notice shall be directed to the Property Address or any other address Borrower designates by notice to Lender. Any notice to Lender shall be given by first class mail to Lender's address stated herein or any other address Lender designates by notice to Borrower. Any notice provided for in this Security Instrument shall be deemed to have been given to Borrower or Lender when given as provided in this paragraph. 11. Governing Law; Severability. This Security Instrument shall be governed by the laws of the State of California. In the event that any provision or clause of this Security Instrument or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Security Instrument or the Note which can be given effect without the conflicting provision. To this end the provisions of this Security Instrument and the Note are declared to be severable. 12. Borrower's Copy. Borrower shall be given one copy of the Note and the Security Instrument. 13. Transfer of the Property or a Beneficial Interest in Borrower. If all or any part of the Property of any interest i it is sold or transferred without prior written notice to Lender and Lender's prior written consent which shall be granted upon written acknowledgement by buyer or transferee of his or her assumption of all conditions and covenants of this Deed of Trust, Promissory Note, Owner Participation Agreement and Rent Regulatory Agreement, Lender may require immediate payment in full of all sums secured by this Security Instrument. If Lender exercises this option, Lender shall give Borrower prior written notice of acceleration. The notice shall provide a period of not less than thirty (30) days from the date the notice is delivered or mailed within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument or other applicable law without further notice or demand on Borrower. 14. Borrower's Right to Reinstate. If Borrower meets certain conditions, Borrower shall have the right to have enforcement of this Security Instrument discontinued at any time prior to the earlier of: (a) five (5) days (or such other period as applicable law may specify for reinstatement) before sale of the Property pursuant to any power of sale contained in this Security Instrument; or (b) entry of a judgement enforcing this Security Instrument. Those conditions are that Borrower: (a) pay Lender all sums which then would be due under this Security Instrument and the Note as if no acceleration had occurred; (b) cure any default of any other covenants or agreements; (c) pay all expenses incurred in enforcing this Security Instrument, including, but not limited to, reasonable attorneys' fees; and (d) take such action as Lender Gay reasonably require to assure that the lien of this Security Instrument, Lender's rights in the Property and Borrower's obligation to pay the sums secured by this Security Instrument shall continue unchanged. Upon reinstatement by Borrower, this Security Instrument and the obligations secured hereby shall remain fully effective as if no acceleration had occurred. However, this right to reinstate shall not apply in the case of acceleration. 1~. Hazardous Substances. Borrower shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Borrower shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate for maintenance of the Property. Borrower shall promptly give Lender written notice of any investigation, claim, demand, lawsuit or other actions by any ~overnmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge. If~Borrower learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Borrower shall promptly~take all necessary remedial actions in accordance with Environmental Law. As used in this paragraph 15., "Hazardous Substances".are those substances defined as toxic or hazardous substances by Federal and State Laws and Regulations. NON-UNIFORM COVENANTS. Borrower and Lender further covenant and agree as follows: 16. Acceleration; Remedies. Lender shall give notice to Borrower prior to acceleration following Borrower breach of any covenant or agreement in this Security Instrument. The notice shall specify: (a) the default; (b) the action required to cure the default; (c) the date, not less than thirty (30) days from the date that notice is given to Borrower by which the default must be cured; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument and sale of the Property. If the default is not cured by the Borrower on or before the date specified in the notice then Lender at its option may require immediate payment in full of all sums secured by this Security Instrument without further demand and may invoke the power of sale and any other remedies permitted by applicable law. Lender shall bD entitled to collect all expenses incurred in pursuing this r~medy, including, but not limited to, reasonable attorneys' fees and costs of title evidence. 7 If Lender invokes the power of sale, Lender or Trustee shall mail copies of a notice of sale in the manner prescribed by applicable law to Borrower, the Senior Lien Holder and to the other persons prescribed by applicable law. Trustee shall give notice of sale by public advertisement for the time and in the manner prescribed by applicable law. Trustee, without demand on Borrower, shall sell the Property at public auction to the highest bidder for cash at the time and place and under the terms designated in the notice of sale in one or more parcels and in any order Trustee determines. Trustee may pqstpone sale of the Property to any later time on the same date by public announcement at the time and place of any previously scheduled sale. Lender or its designee may purchase the Property at any sale. Trustee shall deliver to the purchaser Trustee's deed conveying the Property without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima fascia evidence of the truth of the statements made therein. Trustee shall apply the proceeds of the sale in the following order: (a) to all expenses of the sale, including, but not limited to, reasonable Trustee's and attorney's fees; (b) to all sums secured by this Security Instrument; and (c) any excess to the person or persons legally entitled to it. 17. Release. Upon payment of all sums secured by this Security Instrument, Lender shall release this Security Instrument without charge to Borrower. Borrower shall pay any recordation costs. 18. Hold Harmless and Indemnification. Borrower shall indemnify and hold the Agency, the City, its officers, employees and agents harmless against any and all losses, claims, demands, penalties and liabilities which the Agency, the City, its officers, employees or agents may sustain or suffer by reason of anything done or omitted in good faith pursuant to or in connection with this Deed of Trust and not assert any claim against the Agency, the City, its officers or agents by reason of any action so taken or omitted. Borrower shall, at its own expense, defend, indemnify, save and hold the Agency, the City, its officers, employees and agents harmless from any and all claims, demands, losses, expenses, damages (general, punitive or otherwise), causes of action (whether legal or equitable in nature) asserted by any person, firm, corporation or other entity arising out of this Deed of Trust and Borrower shall pay the Agency, the City upon demand all claims, judgment, damages, losses or expenses (including reasonable legal expense) incurred by the Agency, the City as a result of any legal actionp450Xaris~n~ of this Deed of Trust. 19. Attorney Fees. In the event of litigation arising from the enforcement of or a default under this Deed of Trust, the non- prevailing party shall pay all reasonable costs and expenses, including reasonable attorney fees, incurred by the prevailing party in such litigation. BY SIGNING BELOW, the Borrower accepts and agrees to the terms and covenants contained in this Security Instrument. "Borrower" Tipton Management Company, Inc. Participant by: i rton, President Martin-l~etro, Inc. Owner/Lessor Acknowledgement: "Lender" Redevelopment Agency of the City of South San Francisco by: Michael A. Wilson Executive Director Approved as to form: by: Steven T. Mattas Agency Counsel CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of On F~..~ "~/ //~;? before me, personally appeared /_~/~~,,~,, /,,_,,~,,r,.v ~/,.,, , Name(s) o~ Signer(a) [] personally known to me - OR -~t/proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by ~.s~..~,s~s~s,-sr,,_~~.,~ his/her/their signature(s) on the instrument the person(s), ~. ,d~:~ SANDRAE. JENFJN$ ~i orthe entity upon behalf of which the person(s)acted, le~.~c,u:a~ ~ executed the instrument.  WITNESS my hand and official seal. OPTIONAL Though the information be/ow is not required by law, it may prove valuable to persons re(ying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Docu,.ment Title or Type of Docume~: Document Date: °~7/;~ ~/~/'~ ./ Number of Pages: Signer(s) Other Than Named Above: //~ Capacity(les) Claimed by Signer(s) Signer's Name: /~//~/~-/.~ ~-"--~ ~ Signer's Name: [] Individual [] Individual '~/-...Corporate Officer p/.~./~/,./~ [] Corporate Officer Title(s): Title(s): [] Partner -- I-I Limited [] General 1:3 Partner--[] Limited [] General [] Attorney-in-Fact [] Attorney-in-Fact [] Trustee [] Trustee [] Guardian or Conservator [] Guardian or Conservator [] Other: Top of thumb here [] Other: Top of thumb here Signer Is Representing: Signer Is Representing: 1994 NatiOnal Notary Association · 8236 Remmet Ave., P.O. Box 7184 * Canoga Park, CA 91309-7184 Prod. No. 5907 Reon:Jer: Call Toll-Free 1-600-876-6827