HomeMy WebLinkAboutCC Resolution 8215 (Centertown Associates)RESOLUTION NO. 8215
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
APPROVING THE GROUND LEASE OF PROPERTY PURSUANT
TO A FIRST AMENDED AND RESTATED GROUND LEASE
BETWEEN THE SAN RAFAEL REDEVELOPMENT AGENCY
OF THE CITY OF SAN RAFAEL AND
CENTERTOWN ASSOCIATES LTD. AND APPROVING THE
PAYMENT BY CENTERTOWN ASSOCIATES LTD. OF FEES
The City of San Rafael, Marin County, California, hereinafter
referred to as "City," does hereby declare, find and determine
that:
1. WHEREAS, the San Rafael Redevelopment Agency of the City of
San Rafael (the "Agency") is party to a ground lease (the "Ground
Lease") with Centertown Associates Ltd. ("Lessee") providing for
the 75 -year lease to Lessee of real property owned by the Agency,
as described in Exhibit A, attached hereto for a 60 -unit low and
moderate income housing project ("Project"), in order to effectuate
the purposes of the Central San Rafael Redevelopment Plan (the
"Redevelopment Plan"); and
2. WHEREAS, the Community Redevelopment Law (Health and Safety
Code Section 33000 et seq.) provides in Section 33431 that any sale
or lease of Agency property may be made only after a public hearing
of the Agency after publication of notice as provided by Law; and
3. WHEREAS, the Community Redevelopment Law further provides in
Section 33433 that before any property acquired in whole or in part
with tax increment monies is sold or leased for development
pursuant to a redevelopment plan, such sale or lease shall first
be approved by the legislative body after public hearing; that
notice of the time and place of the hearing shall be published in
a newspaper of general circulation in the community for at least
two successive weeks prior to the hearing; and that the Agency
shall make available for public inspection a copy of the proposed
sale or lease and a summary of the financial aspects of the
proposal; and
4. WHEREAS, Agency and Lessee are desirous of making certain
amendments to the Ground Lease in the form of the "First Amended
and Restated Ground Lease" attached hereto as Exhibit B, including
the restructuring of repayment under the ground lease and of
planning fees associated with the Project through promissory notes,
to effectuate the receipt by Lessee of financing for the Project;
and
5. WHEREAS, notice of a joint public hearing by the City Council
of the City of San Rafael (the "City Council") and Agency was
published in the Marin Independent Journal on August 6, 1990 and
August 13, 1990; and
6. WHEREAS, the Agency has prepared a summary ("Section 33433
Summary") pursuant to Section 33433 of the Health and Safety Code
describing the cost of the First Amended and Restated Ground Lease
to the Agency, the value of the property interests to be leased,
the sum of the lease payments and other information required by
said Section 33433, and said summary was made available to the
public for inspection; and
7. WHEREAS, the City Council and the Agency held a joint public
hearing on Monday, August 20, 1990, in the City Council Chambers
to consider and act upon the Ground Lease;
NOW, THEREFORE, the City Council of the City of San Rafael
takes the following ACTION:
202\Resol\SrCtyApp.Ehs 1
ORIGINA.1
Section 1. RESOLVED that the City Council finds and
determines that the sum of the lease payments for the real property
described in Exhibit A, owned by the Agency which would be leased
to Centertown Associates Ltd. pursuant to the First Amended and
Restated Ground Lease, constitutes fair and equitable lease
payments for the real property according to its value and is not
less than the fair market rental value of the real property for
uses in accordance with the Redevelopment Plan and the First
Amended and Restated Ground Lease. This finding is based upon the
"Section 33433 Summary" prepared pursuant to Section 33433, which
is incorporated herein by this reference.
Section 2. RESOLVED that the City Council hereby approves
and authorizes the execution of the First Amended and Restated
Ground Lease between the Agency and Centertown Associates Ltd.
Section 3. RESOLVED that the City Council authorizes the
payment of planning fees, in the amount of $126,000 by Centertown
Associates Ltd., in the form of a promissory note, secured by a
deed of trust, in the forms attached as Exhibits C and D,
respectively.
I, JEANNE M. LEONCINI'Clerk of the City of San Rafael, hereby
certify that the foregoing resolution was duly and regularly
introduced and adopted at a special joint meeting of said City
Council held on the 20th day of August 1990, by the
following vote, to wit:
AYES: COUNCILMEMBERS: Boro, Breiner, Shippey, Thayer & Mayor Mulryan
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
JEANN M. LEONCINI, C erk
202\Resol\SrCtyApp.Ehs 2
EXHIBIT A
LEGAL DESCRIPTION
Parcel A
All that certain real property situate in the City of San Rafael,
County of Marin, State of California, described as follows:
"Map of Centertown an Air -space Condominium. Also Being a
reversion to acreage being the Lands of U.F. Service Corp., a
California Corporation, as described by Deed recorded under
Recorder's Serial No. 83-16358, Marin County Records and a portion
of the lands described by the Record of Survey filed in Book 18 of
Surveys, at Page 47, Marin County Records", filed for record
December 13, 1983 in Volume 18 of Maps, at Page 98, Marin County
Records.
Parcel B
All that certain real situate in the City of San Rafael, County of
Marin, State of California, described as follows:
BEGINNING at a point on the Westerly line of C Street distant
thereon 109 feet 8 inches Northerly from the intersection of said
Westerly line of C Street and the Northerly line of Second Street
said point of beginning being the Southeast corner of that lot
conveyed by Loretta Ceaser to John Mirata by Deed recorded in
Book 165 of Deeds, page 269, running thence Westerly at a right
angle to C Street and along the Southerly line of the Lot so
conveyed by Ceaser to Mireta 150 feet; thence Southerly at a right
angle 42 feet; thence Easterly at a right angle 150 feet to the
Westerly line of C Street thence Northerly along the said line of
C Street 42 feet to the point of beginning.
BEING a portion of Block 15 of the Townsite of the Town of San
Rafael.
FIRST AMENDED AND RESTATED
GROUND LEASE
CENTERTOWN PROJECT
Redevelopment Agency of the City of San Rafael
and
Centertown Associates Ltd.
Section 1.1
TABLE OF CONTENTS
RECITALS . . . . . . . . . . . .
ARTICLE I
DEFINITIONS . . . . . . . . . ..
Definitions . . . . . . . . . . . . . . .
ARTICLE III
Page
1
2
2
10
10
10
11
15
22
22
CONSTRUCTION OF IMPROVEMENTS; REHABILITATION
ARTICLE II
AND
LEASE
OF THE LAND; RENTAL PROVISIONS;
Section
3.1
TAXES AND ASSESSMENTS . . . . . . . . .
Section
2.1
Lease of the Land. . . . . . . . . . . ,
Section
2.2
Duration of Term . . . . . . . . . . . . .
Section
2.3
Rental Provisions. . . . . . . . .
Section
2.4
Use of Development and Assurances of,
Lessee. . . . . . . . . . . . . . . . . .
Section
2.5
Riahts of Lessee, . . . . . . . . . . . . .
Section
2.6
Taxes and Assessments,. . . . . . . . . .
ARTICLE III
Page
1
2
2
10
10
10
11
15
22
22
CONSTRUCTION OF IMPROVEMENTS; REHABILITATION
AND
MAINTENANCE; USE OF PREMISES . . . . . .
28
Section
3.1
Construction of Improvements. . . . . . .
28
Section
3.2
Permits. Licenses and Easements. . . . .
32
Section
3.3
Use of Premises. . . . . . . . . . . . .
33
Section
3.4
Maintenance of the Improvements and the,
Land. . . . . . . . . . . . . . . . . ..
34
Section
3.5
Utilities. . . . . . . . . . . . . . . .
35
Section
3.6
Condition of Land,. . . . . . . . . . . .
35
Section
3.7
Existina Improvements. . . . . . . . . .
36
Section
3.8
Manaaement. . . . . . . . . . . . . . . .
36
ARTICLE IV
MORTGAGE LOANS
Section 4.1 Mortaaae of Leasehold and Improvements,. .
Section 4.2 Notice to and Riahts of Leasehold,
Mortaaaee. . . . . . . . . . . . . . . .
Section 4.3 Subordination by Lessor,. . . . . . . . .
Section 4.4 Mortaaae on Fee. . . . . . . . . . . . .
Section 4.5 Notice and Riaht to Cure Defaults Under,
Mortaaae Loans . . . . . . . . . . . . . .
Section 4.6 Priorities . . . . . . . . . . . . . . . .
Section 4.7 No Meraer. . . . . . . . . . . . . . . .
37
37
38
43
44
46
46
47
ARTICLE V
INSURANCE . . . . . . . . . . . . 47
Section 5.1 Reauired Insurance Coverage. . . . . . . 47
(a) Fire and Special Coveraae Endorsement. . . . . 47
(b) Liabilitv and Property Damaae Insurance. . . . 48
i
TABLE OF CONTENTS
Page
Section
10.7
Effective Date: Counterparts. . . . . .
. 70
Section
10.8
Lease Binding on Successors. . . . . .
. 70
Section
10.9
Relationship of Parties. . . . . . . .
. 70
Section
10.10
Termination: Holding Over. . . . . . .
. 71
Section
10.11
Arbitration. . . . . . . . . . . . . .
. 71
Section
10.12
Consents: Further Acts. . . . . . . . .
. 72
Section
10.13
Construction of Words. . . . . . . . .
. 72
Section
10.14
Titles. . . . . . . . . . . . . . .
. 73
Section
10.15
Invaliditv of Particular Provisions. .
. 73
Section
10.16
Assignment . . . . . . . . . . . . . . .
. 73
Section
10.17
Applicable Law . . . . . . . . . . . . .
. 78
Section
10.18
Reguests for Approval. . . . . . . . .
. 78
Section
10.19
Non-recourse . . . . . . . . . . . . . .
. 78
iii
B. Agency holds fee title to certain land in the City of
San Rafael, California, which land is more particularly described
in Exhibit A attached hereto and incorporated herein (the
"Land"). Agency desires to lease the Land to Lessee, and Lessee
desires to lease the Land from Agency, for low income and market
rate housing use for a period of seventy-five (75) years.
C. The parties acknowledge that the terms of this Lease
are valid, enforceable and legally binding on the parties hereto,
and that they possess the requisite authority to enter into this
Lease.
NOW, THEREFORE, in consideration of the promises and the
respective covenants and agreements hereinafter contained, the
parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions.
The following terms shall have the following meanings in
this Lease:
(a) "Adjusted Household Income" shall mean the total
of the Adjusted Incomes of all persons in a household.
2
used to determine the rental payments as provided in
Section 2.3(a).
(g) "Commencement Date" shall mean the date of this
Lease first written above.
(h) "Development" shall mean and include both the
Improvements owned by Lessee and located on the Land and the
leasehold estate in the Land held by Lessee which is created by
this Lease.
(i) "Dwelling Units" shall mean the residential units
within the Development, and any additions or alterations thereto;
such Dwelling Units shall be occupied by Residents.
(j) "Household" shall mean all persons residing
together in one Dwelling Unit.
(k) "Impositions" shall mean any taxes or assessments,
general or specific and any other governmental charge whatsoever,
which if not paid when due would impair the lien of the Mortgage
Loans, or encumber title to the Development and any payment in
lieu of taxes, which Lessee has agreed to or is bound to pay with
respect to the Development.
4
following the closing of the permanent Mortgage Loan. If, within
60 days or such longer period as may be agreed upon by Lessor and
Lessee, Lessor and Lessee are unable to agree upon the amount of
Lessee's Equity Investment in the Development and the Land, the
issue shall be resolved by arbitration pursuant to Section 10.11.
Lessee's actual organizational and administrative costs directly
related to the Development shall be supported by copies of time
sheets prepared by Lessee at the time such costs are incurred.
(p) "Low Income Household" shall mean the occupant(s)
of a residential unit in the Development whose aggregate adjusted
household income does not exceed 80% of the Median Gross Income
for the Area, adjusted for household size.
(q) "Low Income Unit" shall mean a unit qualifying as
such using the calculations set forth in Exhibit B.
(r) "Median Gross Income for the Area" shall mean
income for households of an applicable size in the San Francisco
PMSA (Primary Metropolitan Statistical Area) most recently
determined by the United States Department of Housing and Urban
Development (HUD), adjusted for household size.
In the event that such income determinations are
no longer published by HUD, "Median Income" shall mean the median
gross yearly income for households in Marin County, as published
N
or Lessee's general partner(s) to Lessor in connection with
the Project, and any loans or other advances from Lessee's
general partner(s) to the Lessee, the proceeds of which are
applied to the Project, but specifically excluding Lessor's
obligations to Bridge Housing Corporation under the Koret
note dated November 6, 1989 in the amount of $169,000 for
Lessor's purchase of the "Koret site," and
(iii) all costs relating to the management of the
Development (including but not limited to a reasonable
management fee), and
(iv) all costs of the operation, maintenance and
repair of the Project, including, without limitation,
reasonable allocations to repair and maintenance reserves, a
2 -month debt service reserve (for a sufficient time for the
Development to achieve an annualized breakeven cash flow for
at least one operating quarter), the partnership management
fee, if any, the "sponsor's distribution" as that term is
defined by and in an amount not to exceed the amount allowed
by Section 8089 of the Department of Housing and Community
Development's RHCP regulations, and any extraordinary
expenditures for the benefit of the Project reasonably
approved by Lessor.
As used in the preceding paragraph, the term
"proceeds from the sale or refinancing of the Project" shall mean
the net cash realized from the refinancing, sale or other
disposition of all or a portion of the Project or Improvements or
both (after payment of expenses relating thereto, including,
without limitation, repayment of any debt owed by Lessee with
8
(z) "Term" shall mean period set forth in Section 2.2
during which this Lease shall be operative, unless earlier
terminated in accordance with the provisions of this Lease.
ARTICLE II
LEASE OF THE LAND; RENTAL PROVISIONS;
TAXES AND ASSESSMENTS
Section 2.1 Lease of the Land.
Lessor for and in consideration of the rent, covenants and
agreements of Lessee set forth herein, to be paid, kept and
performed by Lessee, hereby leases the land to Lessee, and in
consideration thereof, Lessee does take, hire and lease the Land
from Lessor pursuant to the terms of this Lease.
Section 2.2 Duration of Term.
The Term of this Lease shall commence on November 6, 1989
("Commencement Date"), and shall expire seventy-five (75) years
from the Commencement Date of this Lease.
10
or such longer period as may be agreed upon by Lessor
and Lessee, Lessor and Lessee are unable to agree
whether Lessee's Equity Investment in the Development
and the Land have been returned to Lessee from
Development income, the issue shall be resolved by
arbitration pursuant to Section 10.11.
(2) If Lessee's Equity Investment in the
Development and Land has not been returned to Lessee,
the rent shall continue to be $1.00 per year or
fraction thereof until Lessee's Equity Investment in
the Development and Land have been returned to Lessee
in full.
(3) If Lessee's Equity Investment in the
Development and Land has been returned in full to
Lessee during the preceding five (5) years, or as soon
as it is returned to Lessee in full, the rent shall be
recalculated each semi-annual calendar period and paid
in arrears as follows until a total sum of $1,061,104
(minus any prepayment of rent received by Lessor from
Lessee) shall have been paid to Lessor:
Within 60 days following each January 1
and July 1, Lessee shall pay to Lessor rent equal to
78% of the Net Project Income for the preceding semi -
12
calculation of the Net Project Income, Lessor shall review and
approve or disapprove the same. If Lessor disapproves Lessee's
calculation of the Net Project Income or the documents in support
thereof, Lessor shall notify Lessee in writing stating the
reasons for Lessor's disapproval. If, within 90 days or such
longer period as may be agreed upon by Lessor and Lessee, Lessor
and Lessee are unable to agree on the Net Project Income, the
issue shall be resolved by arbitration pursuant to Section 10.11.
(c) Rent and all other sums payable by Lessee to
Lessor under this Lease shall be paid in lawful currency of the
United States of America at Lessor's address for notices as set
forth below, or to such other person or at such other place as
Lessor may from time to time designate by notice in writing to
Lessee.
(d) Upon Lessee's prepayment of rent to Lessor, Lessor
shall use the prepayment received from Lessee to make a principal
prepayment in an equal amount but not to exceed $69,000.00 plus
accrued interest to BRIDGE Housing Corporation under that
Promissory Note dated November 6, 1989 from Lessor to BRIDGE
Housing Corporation in the original principal amount of
$169,000.00 for Lessor's purchase of the "Koret" site.
14
(ii) For the purpose of this Section 2.4, an
"economically feasible" Development shall mean a Development
which is meeting its operating expenses (including expenses
necessary to maintain the Development in good and tenantable
condition), reasonable reserve requirements, taxes and debt
service due on the Mortgage Loans, and a reasonable
distribution to Lessee not exceeding 7-3/4% of Lessee's
Equity Investment in the Development Land.
(b) (i) For the duration of the Term of this Lease,
Low Income Household selection shall be based on income
eligibility for Low Income Households as defined in
Section 1.1(p) and subject to final approval by the Lessee.
(ii) Low Income Household status shall be
determined by Lessee at the time of initial occupancy of a
unit and re -certified annually on the basis of a Resident
Income Certification in the form set forth in Exhibit D
executed by the Residents of the Low Income Household and
accompanied by a copy of:
(1) their federal income tax return for the
immediately prior tax year;
income; or
(2) their employer's verification of current
16
The Lessee agrees to inform all prospective Low
Income Residents of the requirements for annual certification of
income and of the provisions of the preceding paragraphs.
(c) If applicable, Lessee shall meet any requirements
of any regulatory agreement executed by Lessee which regulatory
agreement shall enforce the requirements of any program or
instruments of tax-exempt financing issued, as a means of
providing financing for the Development.
(d) Lessee hereby agrees subject to applicable law:
(i) not to use or permit the use of the
Development or the Land for any disorderly or unlawful
purpose, and not to use the Land and the Development other
than to provide proper housing facilities to Residents and
to maintain the character of the Development as required by
any Mortgage Loan Documents and this Lease, for so long as
such Mortgage Loan Documents remain in effect and for the
entire Term of this Lease;
(ii) not to utilize any of the Dwelling Units at
any time on a transient basis or for hotel, motel,
dormitory, rooming house, nursing home, hospital, rest home
or similar uses;
18
of the status of the occupancy of the Development on a quarterly
basis until 50% occupancy and a semi-annual basis thereafter for
the Term of this Lease, including the number of Dwelling Units
rented to Low Income Households. Such certificate shall be in
substantially the form of the "Designation of Low Income Units"
attached hereto as Exhibit D.
(g) The Lessee will obtain, complete, and maintain on
file income certifications from each Low Income Resident, dated
immediately prior to the occupancy of Dwelling Units in the
Development, in substantially the form of the Income
Certification attached hereto as Exhibit E. Lessee shall make a
good faith effort to verify that the income provided by a Low
Income applicant in an income certification is accurate by taking
one or more of the following steps as a part of the verification
process: (1) obtain a pay stub for the most recent pay period,
(2) obtain an income tax return for the most recent tax year,
(3) contact the applicant's current employer. Copies of such
income certifications shall be attached to Exhibit D when
submitted to Lessor.
(h) Lessee will maintain complete and accurate records
pertaining to the Dwelling Units, and will permit any duly
authorized representative of the Agency upon ten (10) days'
notice to inspect the books and records of the Lessee pertaining
20
Section 2.5 Riahts of Lessee.
Subject to the terms and conditions set forth in Section 2.4
above, Lessee shall have the sole and exclusive right:
Resident;
(a) to select and terminate the occupancy of a
(b) to determine the eligibility of a Resident for
rental of a Dwelling Unit within the Development;
(c) to give notice to a Resident to vacate the
Development or any part thereof; and
(d) to institute and prosecute legal proceedings
against a Resident and levy execution upon any judgement obtained
in such proceedings.
Section 2.6 Taxes and Assessments.
(a) Subject to Section 2.6 (c), as a part of the
consideration for the execution and delivery of this Lease and as
additional rent and subject to all the provisions hereof, Lessee
covenants and agrees during the entire Term of this Lease, at its
own cost and expense, to pay the public officers charged with the
collections thereof, as the same become due and payable and
22
prorated between Lessor and Lessee on the basis that the number
of days in each such fractional tax year bears to 365.
Upon request by Lessor, Lessee covenants to
furnish to Lessor, within thirty (30) days after the date upon
which any such tax, assessment or other charge is payable,
official receipts of the proper taxing or other authority, or
other proof satisfactory to Lessor, evidencing the full payment
thereof. In the event of Lessee's failure to pay any such tax,
assessment or other charge, Lessor shall have the right to pay
the same and charge said amount to Lessee as additional rent,
which rent shall not be deferred but shall be due and payable
immediately upon receipt of notice by Lessee that Lessor has paid
a tax, charge or assessment pursuant to this Section. Lessor
agrees promptly to send to Lessee (i) copies of any notices for
any taxes, assessments or charges, if such notices have been
received by Lessor, and (ii) evidence of any such payment of
taxes, assessments or charges made by the Lessor, which are the
responsibility of Lessee pursuant to the terms of the Lease.
Subject to the rights of the Mortgagees to cure
such default, and without limitation of the provisions of
Article IX, failure by Lessee to pay any such tax, assessment or
other charge shall be a default by Lessee under this Lease for
which Lessor may terminate the Lease.
24
or charges, including joining in, or signing of, any protests or
pleadings which Lessee may deem advisable to file. During any
such contest, Lessee shall (by the payment of such disputed
taxes, assessments or charges, if necessary) prevent any
advertisement of tax sale, any foreclosure of, or any divesting
thereby of Lessor's title, reversion or other interest in or to
the Land.
(d) As used herein, the term "property taxes" shall
include all general and special taxes, assessments, duties and
levies, charged and levied upon or assessed by any governmental
authority against the Development, including the Land, the
Improvements, any other improvements situated on the Land other
than the Improvements, the various estates in the Land and the
Development, any leasehold improvements, fixtures, installations,
additions and equipment, whether owned by Lessor or Lessee.
Further included in the definition of Property Taxes herein shall
be general and special assessments, license fees, levy or tax
(other than federal or state income or gift tax, and any
franchise, capital stock, inheritance or estate taxes) imposed by
any authority having the direct or indirect power to tax, as
against any legal or equitable interest of the Lessor and/or
Lessee in the Land or in the Development or on the act of
entering into leases or any tax, fee, or charge with respect to
the possession, leasing, transfer of interest, operation,
management, maintenance, alteration, repair, use or occupancy of
ARTICLE III
CONSTRUCTION OF IMPROVEMENTS; REHABILITATION
AND MAINTENANCE; USE OF PREMISES
Section 3.1 Construction of Imurovements.
(a) Lessee shall construct 60 units of housing and
related improvements substantially as indicated in the design
plans prepared by Treffinger, Walz and MacLeod, and approved by
the City of San Rafael and Lessor, which are incorporated herein
by reference, as modified by any issued permit for the
construction of the Development. All construction,
reconstruction, additions and rehabilitation of the Improvements
shall be the property of Lessee until the termination of this
Lease.
(b) Lessee shall develop the Development on or before
the dates set forth in the Schedule of Performance attached
hereto as Exhibit F; provided, however, that any delay in
construction due to causes beyond the reasonable control of
Lessee shall extend the time in which said construction must be
completed by the length of such delay.
(c) For the purpose of this Section 3.1, the term
"beyond the reasonable control of the Lessee" shall mean, and is
limited to, delays caused directly by acts of God; epidemics;
28
(d) Notwithstanding the above and the Schedule of
Performance set forth in Exhibit F, so long as (i) Lessee is
diligently prosecuting the work and (ii) any Mortgage Lender has
agreed to extend performance dates under the Mortgage Loan
Documents so as not to cause a default thereunder, Lessor's
consent to extend the performance dates set forth in Exhibit F
shall not be unreasonably withheld.
(e) Prior to the commencement of construction of the
Improvements herein required to be constructed by Lessee under
Section 3.1(a), Lessee shall, at its own cost and expense,
furnish to Lessor as obligee or co -obligee, either (i) a faithful
performance bond of a surety company licensed to transact
business in the State of California and satisfactory to Lessor
with Lessee's contractor or contractors as principal, in a sum
not less than one hundred percent (100%) of the estimated cost of
construction, and a labor and materials bond of a surety company
licensed to transact business in the State of California and
satisfactory to the Lessor with Lessee's contractor or
contractors as principal in a sum not less than fifty percent
(50%) of the total estimated cost of the construction contract or
contracts for the Improvements, guaranteeing respectively
faithful performance and the payment for all materials,
provisions, provender, supplies and equipment used in, upon, for
or about the performance of said construction work or labor done
thereon of any kind whatsoever, or (ii) other instrument of
of the Lease, but at the expiration of the Lease Term, or upon
the sooner termination of this Lease, title to the Improvements
shall vest in Lessor. Lessee agrees to execute at the time of
such expiration or termination a quitclaim deed for the
Improvements to Lessor to be recorded at Lessor's option and at
Lessor's sole cost and expense.
Lessee agrees that any Improvements on the Land
and any maintenance, repair work, alterations, replacements
and/or additions in connection therewith shall be of good
quality. Except as provided elsewhere herein and in the Mortgage
Loan Documents, Lessee shall have no authority to place any lien
or any encumbrances upon the fee title to the Land, or in any
manner to bind the interest of Lessor in the Land or to assign
the rentals payable to Lessor under this Lease for any claim in
favor of any person dealing with Lessee. Lessee covenants and
agrees promptly to pay all sums legally due and payable by Lessee
on account of any labor performed or materials supplied for which
a lien can legally be asserted against Lessee's leasehold
interest in the Land or Lessee's fee title to the Improvements
thereon. In the event any mechanic or materialmen's lien is
filed against the Land, Lessee at its expense, shall promptly
cause such lien to be removed by bonding or otherwise.
Section 3.2 Permits. Licenses and Easements.
32
under color of any statute, rule, order, ordinance, requirement
or regulation, defend against the same, and in good faith
diligently conduct any necessary proceedings to prevent and avoid
any adverse consequence of the same. Lessee agrees that any such
contest shall be prosecuted to a final conclusion as speedily as
possible. Lessor agrees upon request by Lessee to sign, promptly
and without charge therefor to Lessee, all applications for
licenses and permits required by Lessee for the lawful conduct
and operation of any business on the Land or in the Improvements,
including, without limitation, applications for occupancy
permits, provided that the cost of obtaining such licenses and
permits shall be borne by Lessee, and to the extent such
participation by the Lessor is required by the body receiving
such application.
Section 3.4 Maintenance of the Improvements and the Land.
During the Term of this Lease, Lessee or its designee shall
perform, or cause to be performed, all maintenance and repairs
necessary to maintain the Improvements and Land in good repair
and tenantable condition, except for ordinary wear and tear.
34
If the soil conditions are not in all respects entirely suitable
for the use or uses to which the Land will be put, it is the sole
responsibility and obligation of Lessee, at its sole cost, to
take such action as may be necessary to place the soil conditions
of the Land in a condition entirely suitable for the construction
of the Improvements, subject to all other provisions contained in
this Lease, including Section 10.19.
Section 3.7 Existing Improvements.
Lessor makes no warranty, express or implied, regarding the
condition of any physical improvements to the Land existing as of
the Commencement Date. Lessee had inspected the Land and
improvements and acknowledges that it is leasing the Land and
acquiring fee title to the improvements thereon existing as of
the Commencement Date in an "as is" condition. Any improvements
to the Land existing as of the Commencement Date shall be
considered part of the Improvements.
Section 3.8 Manaaement.
Lessee shall direct and supervise the operation and
management of the Development and shall, at all times during the
term of this Lease, maintain or employ a professionally trained
staff to manage the Development. Lessor hereby consents to
management of the Development by Bridge Property Management
36
Section 4.2 Notice to and Riahts of Leasehold Mortaaaee.
(a) During the continuance of any Leasehold Mortgage
and until such time as the lien of any Leasehold Mortgage has
been extinguished, the Mortgagee shall have all rights provided
in this Article IV. Lessor shall not accept any surrender of
this Lease, nor shall Lessor consent to any material amendment or
modification of this Lease which may be adverse to the interest
of the Mortgagee, without the prior written consent of any
Mortgagee.
(b) When giving notice to Lessee with respect to any
default hereunder, Lessor shall also serve a copy of each such
notice upon any Mortgagee who shall have given Lessor a written
notice requesting such notice and specifying its name and
address. In the event Lessee shall default in the performance of
any of the terms, covenants, agreements or conditions of this
Lease on Lessee's part to be performed, any Mortgagee shall have
the right, within the grace period available to Lessee for curing
such default and such additional period permitted under Section
4.2(c) below, to cure such default, whether the same consists of
the failure to pay rent or the failure to perform any other
obligation, and the Lessor shall accept any such performance by
any Mortgagee as though the same had been done or performed by
Lessee.
38
(ii) commenced proceedings to obtain possession of
the Development(including possession by a receiver) and to
proceed diligently to obtain such possession and to cure
such default in the case of default which can be cured when
the Mortgagee has obtained possession thereof; or
(iii) instituted foreclosure proceedings and
thereafter to diligently proceed to complete such
foreclosure proceedings or otherwise acquire Lessee's
interest under this Lease with reasonable and continuous
diligence in the case of a default which cannot be cured in
the manner set forth in subparagraphs (i) or (ii) above. As
long as any Mortgagee is diligently proceeding to complete
foreclosure, the Lessor shall not terminate the Lease. No
Mortgagee shall be required to continue such possession or
continue such foreclosure proceedings if the default which
prompted the service of such a notice has been cured. No
Mortgagee shall be obligated to cure any default in the
payment of money which has occurred more than ninety (90)
days before receipt of notice of such default, in order to
preserve its interest under its Mortgage Loan Documents or
to exercise any of the rights granted to it under this
Lease.
(iv) if a Mortgagee is prohibited by any process
or injunction issued by any court or by reason of any action
40
delivering the Mortgagee Lease. The Mortgagee Lease shall
contain the same covenants,agreements, terms, provisions and
limitations as are contained herein, except such amendments as
may be necessary to prevent a repetition of the default which
caused such termination.
(e) Except as provided in Section 4.2(g) below, during
the period that a Mortgagee shall be in possession of the Land
and/or Development and/or during the pendency of any foreclosure
proceeding instituted by a Mortgagee, the Mortgagee shall pay or
cause to be paid the rent specified in Section 2.3 and all other
charges of whatever nature payable by Lessee hereunder which have
been accrued and are unpaid and which will thereafter accrue
during said period. Following the acquisition of Lessee's
leasehold estate by the Mortgagee or its designee, the Mortgagee
or party acquiring title to Lessee's leasehold estate shall
immediately cure all monetary defaults, subject to
Section 4.2(c)(iii). Any default other than a monetary default
shall be, and shall be deemed to have been, waived by Lessor upon
completion of the foreclosure proceedings or acquisition of
Lessee's interest in this Lease by any purchaser at the
foreclosure sale or who otherwise acquires Lessee's interest.
(f) All notices by Lessor to Mortgagees shall be given
by registered or certified mail, return receipt requested,
addressed to the Mortgagees at the address last specified to
42
in full force and effect. The Lessor agrees to subordinate all
other provisions of this Lease to the rights of Mortgagees
holding a Leasehold Mortgage. The Lessor agrees to execute a
subordination agreement substantially in the form attached to
this Lease as Exhibit G in order to implement the provisions of
this Section.
Section 4.4 Mortaaae on Fee.
(a) As additional security to any Mortgagee, Lessor
shall, upon Lessee's written request, execute, acknowledge and
deliver a deed of trust and related security instruments (a "Fee
Mortgage") upon Lessor's interest in this Lease and Lessor's fee
interest in the Land (Lessor's interest in this Lease and fee
interest in the Land shall herein collectively be referred to as
Lessor's "Fee Interest"). Lessor shall not be obligated to
encumber Lessor's Fee Interest with a Fee Mortgage, unless the
following conditions are satisfied: (i) Lessor shall not be
personally liable to the Mortgagee for the repayment of the
indebtedness secured or for the performance of the terms,
covenants and conditions of the Fee Mortgage; (ii) no Event of
Default by Lessee hereunder shall be uncured at the time Lessor
is requested to execute the Fee Mortgage; (iii) the proceeds of
each loan secured by a Fee Mortgage shall be used solely (A) to
pay the costs incurred in the initial construction and
development of the Project(including reimbursement to Lessee for
44
permitted to take and hold the Development subject to, or by
assumption of, such obligations without personal liability and
without charge or penalty upon such default. Neither Lessor's
right to cure any default nor any exercise of such right shall
constitute an assumption of liability under the note or mortgage.
Section 4.5 Notice and Riaht to Cure Defaults Under Mortaaae
Loans.
Upon the recording of the Short Form Lease pursuant to
Section 10.5, Lessee on behalf of Lessor shall cause to be
recorded in the office of the County Recorder of Marin County
requests for copies of any notice of default or notice of sale
under the Mortgage Loans. In the event of default by Lessee
under the Mortgage Loans, Lessor shall have the right, but not
the obligation, to cure such default. Any payments made by
Lessor to cure such default shall be treated as added rent due
from Lessee. Such added rent is to be paid within thirty (30)
days of the date on which the payment was made by the Lessor.
Section 4.6 Priorities.
With the exception of the Mortgage Loans (subject to the
provisions of Section 4.3) and exceptions numbered 1, 2, 3 and 5,
set forth in the Preliminary Title Report issued by First
American Title Company of Marin, dated May 1, 1989, Order
46
included in the standard form of extended coverage endorsement in
amounts such that the proceeds of such insurance shall not be
less than the full replacement value of the buildings and
Improvements or any other amount required by the Mortgagees and
approved by Lessor which is reasonably and commercially
available.
(b) Liabilitv and Property Damaqe Insurance. During
the Term of the Lease, Lessee shall keep in full force and effect
a policy or policies of public liability and property damage
insurance against liability for bodily injury to or death of any
person or property damage arising out of the Development and/or
the Land. If reasonably and commercially available, the limits
of such insurance shall not be less than five million dollars
($5,000,000) combined single limit for injury to persons or death
for any one occurrence, and not less than one million dollars
($1,000,000) for property damage to others' property.
(c) Workers' Compensation Insurance. Lessee shall
carry workers' compensation insurance covering all persons
employed by Lessee in connection with the Development and with
respect to whom death, bodily injury and sickness insurance
claims could be asserted against the Lessor or Lessee.
(d) Builders Risk Insurance. Lessee shall require its
contractor(s) to carry builder's risk insurance, at contractor's
48
such policies or certificates of such insurance shall be promptly
furnished to the Mortgagees and the Lessor.
(b) Any policy of insurance shall provide that any
change or cancellation of said policy must be in writing to the
Mortgagees, Lessee, and the Lessor at their respective principal
offices at least thirty (30) days before the effective date of
said change or cancellation.
Section 5.3 Proceeds of Insurance Uvon Damaae or Destruction.
(a) For so long as a Mortgage Loan on the Development
is outstanding, all fire and special or extended coverage
(casualty) and builders' risk insurance proceeds shall be
applied, subject to the rights of the Mortgagee, to the payment
of the costs of repairing or rebuilding that part of the
Development damaged or destroyed if Lessee agrees in writing
within ninety (90) days after payment of the proceeds of
insurance that such repair or rebuilding is economically
feasible. If the Development is not repaired or replaced, all
such proceeds shall be applied in a manner consistent with the
terms of the Mortgage Loan Documents. The balance, if any, after
payment to the Mortgagee, shall be paid to Lessee and this Lease
shall terminate, and shall be become void from the time the
decision is made by Lessee not to rebuild, and from that date the
50
of Occupancy for the rebuilt Improvements. The Certificate
of Occupancy Date for the rebuilt Improvements shall be
inserted in Exhibit B and, from that date forward, shall be
used to determine the rent under Section 2.3.
(ii) If only a portion of the Improvements is
damaged or destroyed, the rent shall be abated or reduced by
the percentage of the amount of damage or destruction to the
Improvements until the Improvements are repaired or rebuilt
and approved for occupancy by the City of San Rafael.
Section 5.4 Hold Harmless and Indemnitv.
(a) Indemnification of Lessor. Lessee agrees to
indemnify and hold Lessor harmless from and shall defend
(including payment of attorneys fees) Lessor against all
liability, penalties, losses, damages, costs and expenses
including attorneys fees, claims or judgment arising from any
injury to any person or persons or any damage to any property
occurring in, on or about the Development and/or the Land, or as
a result of any accident or other occurrence during the Term,
occasioned in any way as a result of Lessee's or Lessee's
officers', employee', agents', servants', concessionaires',
licensees', contractors' or invitees' use, maintenance,
occupation or operation of the Development and/or the Land;
provided, however, that Lessee shall not be required to indemnify
52
ARTICLE VI
PROVISIONS RESPECTING CONDEMNATION AND DAMAGE OR
DESTRUCTION OF DEVELOPMENT
Section 6.1 Condemnation or Damaae or Destruction of
Develovment.
(a) If the Development or any part thereof shall be
taken or condemned, for any public or quasi -public purpose or use
by any competent entity in appropriate proceedings, or by any
right of eminent domain, the whole compensation therefore shall
be paid directly to the Mortgagees, as their interests may
appear, subject to the terms of the Mortgage Loan Documents and
applicable law. In the event that the Mortgage Loans have been
paid in full, all proceeds resulting from any taking or
condemnation of the Development or any portion thereof, shall be
paid to Lessee.
(b) Subject to the rights of the Mortgagees, all
condemnation proceeds received by the Mortgagees, or paid to
Lessee, in compensation for taking of less than substantially all
of the Development shall be applied as follows:
(i) If the Development or any part thereof is
taken without any material loss of or damage resulting to
the Development, but creating a right to compensation
54
(i) If the Development is totally damaged or
destroyed and Lessee elects to rebuild the Improvements,
Lessee's rent shall be abated only from the date of the
damage or destruction until Lessee is issued a Certificate
of Occupancy for the rebuilt Improvements. The Certificate
of Occupancy Date for the rebuilt Improvement shall be
inserted in Exhibit B and, from that date forward, shall be
used to determine the rent under Section 2.3.
(ii) If only a portion of the Improvements is
damaged or destroyed, the rent shall be abated or reduced by
the percentage of the amount of damage or destruction to the
Improvement.
(d) If the entire Development shall be taken as
aforesaid, or, in the case of a partial taking, there is a
decision not to continue with the Development and carry out its
reconstruction or restoration pursuant to (b) above, then the net
condemnation award for the Development shall be paid to the
Mortgagees as their interests may appear in accordance with the
terms of the Mortgage Loan Documents, the balance shall be paid
to the Lessee. This Lease shall then terminate, and shall become
void from the time possession thereof is required for public use,
and from that date the parties hereto shall be released from
further obligation hereunder.
56
Section 6.3 Waiver of Eminent Domain.
So long as Lessee is not in breach of any of the material
terms, conditions, covenants of this Lease, the Lessor agrees not
to exercise its own right of eminent domain against the
Development for the term of this Lease.
ARTICLE VII
PARTICULAR COVENANTS
Section 7.1 Non -Discrimination Clause.
Lessee herein covenants by and for Lessee and Lessee's
successors and assigns and all persons claiming under Lessee or
through Lessee that this Lease is made and accepted upon and
subject to the condition that there shall be no discrimination
against or segregation of any person or group of persons on
account of race, color, creed, religion, sex, sexual orientation,
marital or familial status, national origin or ancestry, or
handicap, in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the Land herein leased nor
shall Lessee or any person claiming under or through Lessee
establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
58
Section 7.3 Leases and Contracts,.
Lessee covenants that it will require a provision in all
contracts involving the Development and in all leases to its
Residents in the Development that these contracts and leases
require compliance with the terms and conditions of this Lease
applicable to such contracts and leases.
Section 7.4 Lessee's Riqht of First Refusal,.
If Lessor wishes to sell or transfer its interest in the
Land and this Lease, Lessor shall first give 45 days' written
notice to Lessee so that Lessee may have the first right to
purchase the Land. The notice shall contain the purchase price
and a complete description of the terms on which Lessor wishes to
sell or transfer the Land. Within 45 days of receipt of the
notice given by Lessor, Lessee shall in writing either accept the
offer to purchase the Land on the terms provided in the notice or
reject the offer. Failure to accept the offer in writing within
the 45 -day period shall be deemed a rejection. If the terms of
the sale or transfer change or if Lessor desires to sell or
transfer the Land after expiration of a 90 -day period from the
date Lessee receives the last notice from Lessor, the sale or
transfer shall again be subject to Lessee's right of first
refusal contained in this Section.
M. us
assignee, purchaser or mortgagee or trustee under a deed of trust
encumbering the Development, the Land and/or this Lease.
ARTICLE VIII
COVENANTS AND ASSURANCES OF AGENCY
Section 8.1 Lessor to Give Peaceful Possession.
(a) The Lessor covenants that it is seized in fee
simple of, and has good and marketable title to, the Land and
that the same is free of all easements, covenants, conditions and
restrictions except as set forth in the Preliminary Title Reports
issued by First American Title Insurance Company, dated May 1,
1989, Order No. 152218 RR and dated April 25, 1989, Order
No. 152307 RR. The Lessor covenants and warrants that it has the
full right and authority to make this Lease. The Lessor
covenants and warrants that Lessee and the Residents shall have,
hold and enjoy, during the Lease Term, peaceful, quiet and
undisputed possession of the Land herein leased without hindrance
or molestation by or from anyone so long as Lessee is not in
default hereunder.
(b) Lessor hereby assigns to Lessee, and Lessee hereby
accepts, all rights and obligations under that certain Parking
Lot Lease, dated November 22, 1988, with Jack Krystal as the
tenant.
62
Lease, and continuance of such failure for thirty (30) days,
in addition to a grace period of twenty-one (21) days after
receipt by Lessee of written notice from Lessor specifying
such failure;
(2) Failure of Lessee to observe and perform any
other material covenant, condition or agreement hereunder on
its part to be performed and (i) continuance of such failure
for a period of sixty (60) days, in addition to a grace
period of twenty-one (21) days, after receipt by Lessee of
written notice from Lessor or its agent specifying the
nature of such default, or (ii) if by reason of the nature
of such default the same cannot be remedied within the said
sixty (60) days and grace period, Lessee fails to proceed
with reasonable diligence after receipt of said notice to
cure the same;
(3) Lessee's abandonment of the Land as
determined under Civil Code Section 1951.3 or succeeding
statutes.
(b) Notices given under this Section shall specify the
alleged default and the applicable Lease provisions and shall
demand that Lessee perform the provisions of this Lease or pay
the rent that is in arrears, as the case may be, within the
applicable period of time, or quit the premises. No such notice
64
the Lessor fails to proceed with reasonable diligence after
receipt of the notice to cure the default.
(b) If the Lessor breaches or defaults under the
Lease, Lessee shall give the Lessor and the Mortgagees written
notice requiring that the breach or default be remedied by the
Lessor. If the default or breach is not cured within the time
set forth in (a) above, Lessee or the Mortgagees may take any
action at law or in equity as may be necessary to protect their
respective interests. Such action shall include but is not
limited to the right of (i) Lessee or the Mortgagees to cure such
default and recover any expenditure with interest thereon (at the
reference lending rate then in effect at the largest financial
institution in the State of California, or at the maximum amount
allowed under applicable law, if less), from the Lessor within
thirty (30) days after sending to Lessor a statement therefor,
(ii) any rights or remedies granted to Lessee and/or the
Mortgagees under the Mortgage Loan Documents or the laws of the
State of California.
been obtained from each Mortgagee, if required under the Mortgage
Loan Documents.
(b) Lessor and Lessee acknowledge and agree that
Mortgagees may require amendments to this Lease as a condition
precedent to providing Mortgage Loans. Lessor agrees to
cooperate with Lessee and Mortgagees, and Lessor's approval of
amendments shall not be unreasonably withheld.
Section 10.4 Notices.
All notices hereunder shall be in writing signed by an
Authorized Officer(s) and shall be sufficient if sent by United
States first class, registered or certified mail, postage
prepaid, addressed:
(1) if to the Lessor:
Redevelopment Agency of the
City of San Rafael
1400 Fifth Avenue
San Rafael, California 94915
Attention: Executive Director
(2) If to Lessee:
CENTERTOWN ASSOCIATES, LTD.,
a California Limited Partnership
c/o BRIDGE Housing Corporation
82 Second Street, Suite 200
San Francisco, California 94105
Attention: James M. Buckley
(3) with a copy to:
Ecumenical Association for Housing
M
Section 10.7 Effective Date; Counterparts.
This Lease shall become effective upon the commencement of
the Term set forth in Section 2.2. This Lease may be executed in
two counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
Section 10.8 Lease Bindina on Successors.
Subject to Section 4.3 and any subordination agreement
executed therewith, this Lease and all its provisions and
attached Exhibits shall inure to the benefit of, and shall be
binding upon, the Lessor, Lessee and their respective successors
and assigns.
Section 10.9 Relationship of Parties.
Nothing contained in this Lease shall be deemed or construed
by the parties hereto or by any third party to create the
relationship of principal and agent or of partnership or of joint
venture or of association whatsoever between Lessor and Lessee,
it being expressly understood and agreed that neither the
computation of any payments and other charges hereunder nor any
other provisions contained in this Lease, nor any act or acts of
the parties hereto, shall be deemed to create any relationship
70
arbitrator can be entered as a final and binding judgement in any
court with applicable jurisdiction. The arbitrator shall comply
with and be governed by the provisions of the arbitration laws of
the State of California and the parties shall have all rights of
discovery permitted in civil cases pursuant to the Code of Civil
Procedure of the State of California. The party prevailing in
the arbitration shall be entitled, in addition to the award, to
receive all of its costs and attorneys' fees for the arbitration.
Section 10.12 Consents; Further Acts.
Whenever in this Lease the consent or approval of either
Lessor or Lessee is required or permitted, the party requested to
give such consent or approval will act promptly and will not
unreasonably withhold its consent or approval unless expressly
provided otherwise herein. Each party to this Lease agrees to
perform any further acts and to execute and deliver any documents
that may be reasonably convenient or necessary to carry out the
provisions of this Lease.
Section 10.13 Construction of Words.
Except where the context otherwise requires, words imparting
the singular number shall include the plural number and vice
versa, words imparting persons shall include firms, association,
72
representatives) to occupy or use all or any part of the
Development without first obtaining Lessor's written consent,
which shall not be unreasonably withheld, provided, however, that
nothing contained herein shall prohibit Lessee from conducting a
multi -family residential rental business on the premises,
including the renting of Dwelling Units, in accordance with the
terms of this Lease, nor require Lessee to obtain Lessor's
consent thereto. Lessee shall have the right to encumber its
leasehold interests in accordance with the provisions of
Article IV of this Ground Lease. Any assignment or transfer
without Lessor's consent shall be voidable, and, at Lessor's
election, shall constitute a default. No consent to any
assignment or transfer shall constitute a waiver of the
provisions of this Section.
(b) If Lessee or any approved successor is a
partnership, a withdrawal or change, voluntarily, involuntarily
or by operation of law, of a general partner or the dissolution
of the partnership, or the transfer of any interest resulting
from the death or incapacity of a general partner, shall be
deemed a voluntary assignment requiring Lessor's consent;
provided, however, that a transfer of any interest among the
partners or to an entity wholly owned or controlled by the
partner making the transfer, shall not be deemed a prohibited
assignment or an assignment which requires the consent of Lessor.
74
or institutes a proceeding under the Bankruptcy Act in which
Lessee is the bankrupt; or, if Lessee is a partnership or
consists of more than one person or entity, if any partner
of the partnership or entity is or becomes bankrupt or
insolvent, or makes an assignment for the benefit of
creditors;
(2) If a writ of attachment or execution is
levied on this Lease.
(3) If, in any proceeding or action to which
Lessee is a party, a receiver is appointed with authority to
take possession of the premises.
(f) An involuntary assignment shall constitute a
default by Lessee and Lessor shall have the right to elect to
terminate this Lease, in which case this Lease shall not be
treated as an asset of Lessee.
(g) Except as otherwise permitted herein , Lessor
reserves the right to condition such consent upon the conditions
that the financial net worth and business experience of the
proposed assignee or transferee is, in the opinion of Lessor,
reasonably comparable to that of Lessee. Subject to the above
condition, Lessor agrees not to unreasonably withhold its consent
to any assignment or transfer.
76
Section 10.17 Applicable Law.
This Lease shall be governed by and construed in accordance
with the laws of the State of California.
Section 10.18 Reouests for Aboroval.
Whenever Lessor or Lessee is required to obtain prior
written consent on any matter from the other party, and no
specific time for response is set by terms of this Lease, then
after notice has been duly given as required by this Lease and no
response has been given to the other party for ten (10) working
days after receipt of such notice, then written consent shall be
deemed to have been given by the party failing to respond.
Section 10.19 Non-recourse.
Notwithstanding any other provision in this Lease, Lessee,
its partners and their respective successors and assigns, shall
not have any personal liability under this Lease. In the event
of any default by Lessee, Lessor's remedy shall be limited to its
right to terminate this Lease and recover the Development as
provided herein. Lessor may seek appropriate interim remedies
not inconsistent herewith, but, in no event, shall Lessor assert
any claim or have any right to seek or obtain any judgment
against Lessee or any partners of Lessee for rent, damages or any
78
other obligations, or exercise any offset against any assets of
Lessee held by Lessor or funds owed by Lessor to Lessee or any of
its partners.
IN WITNESS WHEREOF, the parties have executed this Land
Lease as of the day and year first above written.
Approved as to Form: LESSOR:
Redevelopment Agency of the City
of San Rafael
Lessor's Attorney
By:
Executive Virebtor
Attest:
9. etary
LESSEE:
CENTERTOWN ASSOCIATES LTD., a
California Limited Partnership
By: Centertown Inc., a
California non-profit
corporation, its G eral
Partner.
r'
i
By: / Y
I. Don�l Terne
Presen
By:
Mary Murtagh
First`'Vice Prudent
202\Agree\FARGndLs.Ehs
79
Exhibit "A"
LEGAL DESCRIPTION
Parcel A
All that certain real property situate in the City of San Rafael,
County of Marin, State of California, described as follows:
"Map of Centertown an Air -space Condominium. Also Being a
reversion to acreage being the Lands of U.F. Service Corp., a
California Corporation, as described by Deed recorded under
Recorder's Serial No. 83-16358, Marin County Records and a
portion of the lands described by the Record of Survey filed in
Book 18 of Surveys, at Page 47, Marin County Records", filed for
record December 13, 1983 in Volume 18 of Maps, at Page 98, Marin
County Records.
Parcel B
All that certain real property situate in the City of San Rafael,
County of Marin, State of California, described as follows:
BEGINNING at a point on the Westerly line of C Street distant
thereon 109 feet 8 inches Northerly from the intersection of said
Westerly line of C Street and the Northerly line of Second Street
said point of beginning being the Southeast corner of that lot
conveyed by Loretta Ceaser to John Mirata by Deed recorded in
Book 165 of Deeds, page 269, running thence Westerly at a right
angle to C Street and along the Southerly line of the Lot so
conveyed by Ceaser to Mireta 150 feet; thence Southerly at a
right angle 42 feet; thence Easterly at a right angle 150 feet to
the Westerly line of C Street thence Northerly along the said
line of C Street 42 feet to the point of beginning.
BEING a portion of Block 15 of the Townsite of the Town of San
Rafael.
EXCEPTING from Parcel A and Parcel B above described, all
buildings, structures and improvements of every kind, now
existing or to be constructed on or under the surface of the
above described property, for a term of years equal to and to run
concurrently with the term of this Ground Lease.
202\Agree\Far-Exhs.Ehs
Exhibit "C"
CERTIFICATE OF OCCUPANCY DATE
Exhibit "E"
RESIDENT INCOME CERTIFICATION
(Section 2.4(g) of Ground Lease)
PROJECT NAME: Centertown
ADDRESS: Third Street and C Street, San Rafael
OWNER: Centertown Associates Ltd.
82 Second Street, Suite 200
San Francisco, CA 94105
APT. NO. APT. SIZE MONTHLY RENT:
TENANT/HOUSEHOLD NAME:
Last First
TOTAL CURRENT HOUSEHOLD GROSS ANNUAL INCOME:
(total household income includes all wages, salaries, etc., as
reported as gross income for federal income tax.)
Attached hereto are federal or state income tax returns, stubs
from paychecks or other evidence of the income of the persons
listed below.
Name of
Member of the Relation- Social Place of
Household shin Age Securitv No. Emplovment Income
I/We the undersigned have read and answered fully, frankly and
personally each of the above questions under penalty of perjury
and do hereby swear they are true.
Tenant -- Head of Household Spouse
Date Date
Lessee
AUG -16`11M 1 HU 09:45 I -Y EKb NHVE El' HL TEL N0:415/7 :1481 ##481 P02
Exhibit "G"
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN THE
LEASEHOLD ESTATE IN THE PROPERTY BECOMING
SUBJECT TO AND OF LOWER PRIORITY THAN THE
LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENT.
THIS AGREEMENT, made this day of ,
1989, by the REDEVELOPMENT AGENCY OF THE CITY OF SAN RAFAEL, a
public body, corporate and politic, owner of the land hereinafter
described and hereinafter referred to as "Owner," and CENTERTOWN
ASSOCIATES, LTD., a California limited partnership, present owner
and holder of the leasehold estate created by the ground lease
hereinafter described and hereinafter referred to as "Lessee".
WITNESSETH
WHEREAS, Redevelopment Agency of the City of San Rafael, as
lessor, executed a ground lease, dated ,
covering:
in favor of CENTERTOWN ASSOCIATE$, LTD., as lessee, a short form
of which was recorded on , in book
page , Official Records of Marin County; and
WHEREAS, Lessee has executed, or is about to execute, a deed
of trust and note in the sum of $ , dated
, in favor of (the
"Lender"), payable with interest and upon the terms and
Conditions described therein, which deed of trust is to be
recorded concurrently herewith; and
WHEREAS, it is a condition precedent to obtaining said loan
that said deed of trust last above mentioned shall
unconditionally be and remain at all times a lien or charge upon
the land hereinbefore described, prior and superior to the ground
lease above described and to the leasehold estate created
thereby; and
Exhibit G-1
AUG -16-'90 THU 09:46 .ME`r'ERS NAUE ET GL TEL N0:415/1 4481 #4R1 PA4
the leasehold estate created thereby to a deed or deeds of
trust or to a mortgagee or mortgages.
Owner and Lessee declare, agree and acknowledge that:
(a) owner and Lessee consent to and approve (i) all
provisions of the note and dead of trust in favor of Lender above
referred to, and (ii) all agreements, including but not limited
to any loan or escrow agreements, between Lessee and lender for
the disbursement of the proceeds of Lender's loan;
(b) Lender in making disbursements pursuant to any
such agreement is under no obligation or duty to, nor has lender
represented that it will, see to the application of such proceeds
by the person or persons to whom lender disburses such proceeds
and any application or use of such proceeds for purposes other
than those provided for in such agreement or agreements shall not
defeat the subordination herein made in whole or in part; and
(c) Owner and Lessee intentionally and unconditionally
waive, relinquish, subject and subordinate the ground lease above
described, the leasehold estate created thereby together with all
rights and privileges of Owner and Lessee thereunder in favor of
the lien or charge upon said land of the deed of trust in favor
of lender above referred to and understand that in reliance upon,
and in consideration of, this waiver, relinquishment, subjection
and subordination specific loans and advances are being and will
be made and, as part and parcel thereof, specific monetary and
other obligations are being and will be entered into which would
Exhibit G-3
Exhibit "H"
MEMORANDUM OF LEASE
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CENTERTOWN ASSOCIATES, LTD.
c/o Bridge Housing Corp.
82 Second Street, Suite 200
San Francisco, California 94105
MEMORANDUM OF GROUND LEASE
This Memorandum of Ground Lease is made and entered into as
of this day of , 1989, by and between
the San Rafael Redevelopment Agency, a public body, corporate and
politic ("Lessor") and CENTERTOWN ASSOCIATES, LTD., a California
limited partnership ("Lessee").
RECITALS
A. Lessor is the owner of all that certain real property
(the "Land") situated in the City of San Rafael, County of Marin,
California, commonly known as 855 "C" Street, and more
particularly described in Exhibit "A" attached hereto.
B. Lessor wishes to lease to Lessee and Lessee wishes to
lease from Lessor the Land together with all rights, privileges
and easements appurtenant to the Land.
AGREEMENT
NOW, THEREFORE, Lessor and Lessee hereby agree as follows:
1. Upon the covenants and conditions and for the
consideration set forth in that certain unrecorded Ground Lease
of even date herewith by and among Lessor and Lessee (hereinafter
referred to as the "Lease"), Lessor does hereby lease the Land to
Lessee, and Lessee does hereby lease the Land from Lessor. By
this reference the Lease is incorporated in this instrument and
made a part hereof.
Exhibit H-1
PROMISSORY NOTE
(Deferred Fees)
$126,000.00
San Rafael, California
August 20, 1990
FOR VALUE RECEIVED, Centertown Associates, Ltd., a California Limited
Partnership (the "Borrower"), hereby promises to pay to the City of San Rafael,
California, a public entity (the "City"), the principal amount of One Hundred
Twenty-six Thousand and No/100th Dollars ($126,000.00). The outstanding
principal balance of this Note shall bear no interest.
Payments of principal shall be due and payable as follows:
(a) Semi-annual Pavments from Surplus Cash. Commencing on the first day
of March following that first day of January referred to in Section 2.3(a)(ii)
of the Ground Lease between the Borrower and the San Rafael Redevelopment
Agency (the "Agency"), dated November 6, 1989, as amended, relating to 855 and
815 C Street in the City of San Rafael (the "Property"), and on the first day
of every sixth month thereafter, semi-annual payments in an amount equal to
seventy-eight percent (78%) of Surplus Cash shall be due and shall be applied
to the repayment of the principal balance of this Note; provided, however, that
the semi-annual payments due under this paragraph shall be payable only from
Surplus Cash. Borrower may retain twenty-two percent (22%) of Surplus Cash to
pay fees to its general partner or affiliates before using the remaining 78% of
Surplus Cash to pay the principal due under this Note. Payments due on this
Note in excess of Surplus Cash shall be deferred until paid.
As used in this Note, "Surplus Cash" shall mean (i) the proceeds of
the operation of the Project (which includes the Development and the Land
defined in the Ground Lease) including any proceeds from the sale or
refinancing of the Project, minus (ii) payment of principal and interest on any
debt affecting the Project, including, without limitation, payments of
principal and interest on any debts from Borrower or Borrower's general
partner(s) to the Agency in connection with the Project, and any loans or other
advances from Borrower's general partner(s) to the Borrower, the proceeds of
which are applied to the Project, but specifically excluding the Agency's
obligations to Bridge Housing Corporation under the Koret note dated November
6, 1989 in the amount of $169,000 for the Agency's purchase of the "Koret
site," this Note, the Borrower's $303,000 Note to the Agency, the Borrower's
$490,000 Note to the Agency, the Borrower's RHCP Note to the Department of
Housing and Community Development ("HCD"), the Borrower's Note to the Marin
Community Foundation, the Borrower's Note to the Housing Trust Fund, and the
Borrower's CDBG Note to the County of Marin, and (iii) all costs relating to
the management of the Development (including but not limited to a reasonable
management fee), and (iv) all costs of the operation, maintenance and repair of
the Project, including, without limitation, reasonable allocations to repair
and maintenance reserves, a 2 -month debt service reserve (for a sufficient time
for the Development to achieve an annualized breakeven cash flow for at least
one operating quarter), the partnership management fee, if any, the "sponsor's
7b:CityFee.Not CU T --,g (8/15/90)
distribution" as that term is defined by and in an amount not to exceed the
amount allowed by Section 8089 of HCD's RHCP regulations, and any extraordinary
expenditures for the benefit of the Project reasonably approved by the Agency.
As used in the preceding sentence, the term proceeds from the sale or re-
financing of the Project" shall mean the net cash realized from the refinanc-
ing, sale or other disposition of all or a portion of the Project or Improve-
ments or both (after payment of expenses relating thereto, including, without
limitation, repayment of any debt owed by Borrower with respect to the Project,
any liens and encumbrances affecting the Project, any assignment, transfer,
financing or refinancing fees, charges and closing costs and brokerage
commissions). The proceeds of any construction and take-out loans shall in no
event be deemed "proceeds from the sale or refinancing of the Project."
(b) Lumo Sum Pavment from Sales Proceeds. Upon the sale or transfer of
(i) all or part of the improvements on the Property or any interest therein, or
(ii) any general partner's beneficial interests in Borrower, the unpaid
principal shall be due; provided, however, that the payment of unpaid principal
shall be payable only from the proceeds from the sale or transfer. Payment due
on this Note in excess of the proceeds from the sale or transfer shall be
deferred until the earlier of the maturity date of this Note, or payment in
full from Surplus Cash, or a subsequent sale or transfer described in the first
sentence of this paragraph, provided that the payment due shall be payable only
from the proceeds from the sale or transfer. As used in this Note, the phrase
"proceeds from the sale or transfer." shall mean the net cash realized from the
sale or transfer of the improvements located on the Property or any interest
therein or the interests of any general partner of Borrower (after payment of
all expenses relating thereto, including, without limitation, repayment of any
debt owed by Borrower with respect to the Property or the improvements thereon,
any liens and encumbrances affecting the Property or the improvements thereon,
any assignment, transfer or financing fees and charges, closing costs and
brokerage commissions).
(c) Maturitv Date. On July 31, 2065, the principal balance remaining
unpaid shall be due and payable in full.
Payments on this Note shall be made at the principal office of the City of
San Rafael at 1400 Fifth Street, San Rafael, California 94901 or at such other
place as the holder hereof may inform the Borrower in writing, in lawful money
of the United States.
Privilege is reserved to pay the debt in whole or in part, without
prepayment charge or penalty, on any business day prior to maturity.
If default be made in the payment of any installment under this Note, and
if the default is not made good prior to the due date of the next such install-
ment, the entire principal sum shall at once become due and payable without
notice at the option of the holder of this Note. Failure to exercise this
option shall not constitute a waiver of the right to exercise the same in the
event of any subsequent default.
Upon the failure of the Borrower to perform or observe any term or provi-
sion of this Note, or upon the occurrence of any event of default under the
7b:CityFee.Not 2 (8/15/90)
terms of the Deed of Trust securing this Note, the holder may exercise its
rights or remedies hereunder or thereunder.
The Borrower waives presentment for payment, demand, protest and notices
of dishonor, and all defenses and pleas on the ground of any extension or
extensions of the time of payment or of any due date under this Note, in whole
or in part, whether before or after maturity and with or without notice. The
Borrower hereby agrees to pay court costs and expenses, which may be incurred
by the holder hereof, in the enforcement of this Note or the Deed of Trust
securing this Note.
This Note is secured by a Deed of Trust of even date herewith, to First
American Title Company of Marin, a California corporation, as Trustee, on real
estate in the City of San Rafael, County of Marin, California.
Notwithstanding anything to the contrary in this Note, in the Deed of
Trust or in any other instrument evidencing or securing the obligations of the
Borrower under this Note, the holder hereof expressly agrees that there shall
be no personal liability of the Borrower or its partners under this Note, under
the Deed of Trust and under any other instrument given to evidence or secure
the obligations of the Borrower under this Note. The liability of the Borrower
and its partners shall be strictly and absolutely limited to the property
conveyed by the Deed of Trust and the rents, profits, issues, products and
proceeds from the property. In the event a default shall occur under this Note
or with respect to the indebtedness evidenced by this Note, the holder hereof
shall not seek any judgment for a deficiency against the Borrower or the
partners, legal representatives, successors or assigns of the Borrower, in any
action to foreclose, to exercise a power of sale, to confirm any foreclosure or
sale under power of sale, or to exercise any other rights or powers, under or
by reason of the Deed of Trust or any other instrument evidencing or securing
the obligations of the Borrower under this Note.
CENTERTOWN ASSOCIATES, LTD.,
a California Limited Partnership
By: Centertown, Inc., a C lifornia
nonprofi li ne it
corporation, t Ge al Partner
9
By:
I. Do a Terer
Pres'den
Mary,Iurtagh
First Vice Pra4s/ident
7b:CityFee.Not 3 (8/15/90)
Order No.
-Escrow No.
Loan No.
RECORDING REQUESTED BY &
WHEN RECORDED MAIL TO:
City of San Rafael
1400 Fifth Street
San Rafael, CA 94901
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST, made August L O, 19 9 0 , between
Centertown Associates, Ltd., a California Limited Partnershipherein called TRUSTOR,
whose address is 92 Second Street, Suite 200, San Francisco, California 94105
(Number and Street) (City) (State)
FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and
City of San Rafael, California, a public entity
, herein called BENEFICIARY,
WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property in the
City of San Rafael County of Marin State of California, described
in Exhibit "A", attached and incorporated herein.
See Addendum attached, for additional provisions incorporated herein.
*provided that the $126,000.00 note of even date herewith plus any additional
note or notes which may be secured by this Deed of Trust shall not exceed
$200,000.00.
Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to—and conferred upon Beneficiary to
collect and apply such rents, issues and profits.
For the Purpose of Securing (1) payment in the su11T of $ 126 , 0 00 . 00 with interest thereon according to the terms of a promissory note or
notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each
agreement of Trustor incorporated by reference or contained herein (3) Payment of additional sums and Interest thereon which may hereafter be loaned to
Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust r
To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements,
and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each
and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and In all other
counties August 18, 1964, in the book and at the page of Official Records In the office of the county recorder of the county where said property Is located,
noted below opposite the name of such county, namely:
COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 536 Kings 838 713 Placer 1028 379 Sierra 38 187
Alpine 3 130.31 Lake 437 110 Plumes 166 1307 Slsklyeu 506 762
Amador 133 438 Lassen 192 367 Riverside 3776 347 Solana 1287 621
Butte 1330 513 Los Angeles T•3878 874 Sacramento 5039 124 Sonoma 2067 427
Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56
Celuss 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 SBS
Contra Costa 4684 1 Mariposa 90 453 San Francisco A•804 596 Tahom■ 457 183
Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595
EI Derade 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108
Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160
Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237
Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yale 769 16
Imperial 1189 701 Napa 704 742 Santa Crus 1638 607 Yuba 398 693
Inyo 165 672 Nevada 363 94 Shasta Boo 633
Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774
shell inure to and bind the parties hereto, with respect to the properly above described. Said agreements, terms and provisions contained in said subdivision
A and B, (identical in all counties, and printed on the reverse side hereof) are by the within reference thereto, incorporated herein and made a part of this Deed
of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided
the charge therefor does not exceed the maximum allowed by low.
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth_
Signature of Truster
1
STATE OF CALIFORNIA Isg
COUNTY OF Centertown Associates, Ltd., a
,
On California Limited Partnership
oefore me. the undersigned, a Notary Public In and for said State, per
S
sonally appeared
Personalty known to me (or proved to me on the basis of satisfactory
evidence) to be the pe►sonis) whose name(s) Is/ere subscribed to the
whNn Instrument and acknowledged to me that he/she/they executed
the same.
WITNESS my hand and oNicisf seal.
By: Center t I California
nonpro it p b is nefit
corpor`tion, 'ts / neral Partner
By:
I. Do Id Terne.-, Pre,sident
By:
Mary Mu>rta�h, Firsit Vice Presides
DO NOT II -CORD
The fulluwrng is • copy of Subdivusons A also B a fictitious Deed of Trust recorded in each county in 31111d as stated ill thu luregumij Uuud of Trust and til
corporated by reference in said Dead tit Trust as bs , d pan thereof as it set forth at length therein
A. To protect the security of this Deed of Trust, Trustor agrees:
(1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and
workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when duo 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 or permit waste thereof; not
toeommit, 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
or use of said property may be reasonably necessary, tlta specific altumerations Herein not excluding the general
(2) To provide. maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fife
or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Bene-
ficiary the enure amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or v,aive any default or notice of default
hereunder or invalidate any act done pursuant to such notice
13' 7o appear in and defend any action or prot.eeding purporting to affect the security heneol or the rights or powers lir Beneficiary or I iustee, and to pay all
costs and expenses, mciuomg cost of evidence of title and attorney s lees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may
appear, alto in any suit brought by Beneficiary to foreclose this Deed
14) 71 day. at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when
due, all ineumorances. charges and hens, with interest, on said property or any part thereof, which appear to be prior or superior nereto, all costs, fees and expensas of
this Trust.
Should Trustor tail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to
or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either ntay deem
necessary to protect the security hereof. Beneficiary or Trustee being authorized to enter upon said property for such purposes: appear in and defend any action or pro-
ceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any Incumbrance, charge or lion
which in the judgment of either appears to be prior or superior hereto; and, til exercising any such powers, pay necessary expenses, employ counsel and pay tits reason-
able fees.
15) To pay immediately and without demand all sums to expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed
by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount
demanded by ina Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.
B. It is mutually agreed:
(1) That any award of damages in connection with any condemnation for public use of or injury to said property or env pan thereof is hereby assigned and
shall be paid to Beneficiary who may apply or release such moneys receivea by film in the some manner and with the same effect as above provided for disposition of
proceeds of fire or other insurance.
(2) That by accepting payment of any sum secured hereby after its due date. Beneficiary does not waive tits right either to require prompt payment when due
of all other sums so secured or to declare default for failure so to pay
131 That at any time or from time to lime, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Dead
and said note for andorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any
part at said property, consent to the making of any neap or plat thereof, join in granting any easement thereon; or join in any extension agreement or any agreement
subordinating the lien or charge hereof.
14) That upon written request of beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee
for cancellation and retention or other disposition as Trustee in its safe discretion may choose and upon payment of its fees. Trustee shall reconvey, without warranty,
the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee til such
reconveyance may be described as "the person or persons legally entitled thereto."
(51 That as additionil suwrity. Trustor hereby gives to and confers upon Beneficiary the right, power and authority, outing the continuance of these Trusts,
to collect the runts, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby
or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary
may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the in-
debtedneuhereoyseeured, enterupon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, Issues, and prof-
its, including those pastaueand unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebted-
ness secured hereby, and In such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and
profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
16) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare
all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and
of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and
all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then re-
quired by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate par-
cels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may
postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such safe
by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but with-
out any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person,
including Trustor. Trustee, or Beneficiary as hereinafter defined, may purchase as such sale.
Alter deducting all costs, lees and expenses of Trustee and of this Trust, including cost of evidence of tale in connection with sate, Trustee shall apply the pro-
ceedsof sale to payment at: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof;
all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
(7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor
or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of
the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall,
without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the nume of the original Trustor.
Trustee and Beneficiary nereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.
IB) That this Dead applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successor: and as-
signs. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed,
whenever the context so requires, the masculine gender includes the leminine and/or neuter, and the singular number includes the plural.
(9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to
notify any parry hereto of pending safe under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless
brought by Trustee.
DO NOT RECORD REQUEST FOR FULL RECONVEYANCE
TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE.
The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Dead of Trust. Said note or notes, to-
gether with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of
any sums owing to you under the terms of said De of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said
Deed of Trust delivered to you herewith, together th the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed
of Trust, all the estate now ',old by you under the some.
Dated
Please mail Deed of Trust.
Note and Reconveyance to
Do nut lose lir destroy this Deed of Thist OR TUE NOTE which it securer. Hadi nurse be dehri-red to the Tnlstee fur carindlatiurr before reconvevance will be inadc-
rc
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STATE OF CALIFORNIA )ss
CITY AND COUNTY OF SAN FRANCISCO )
On this 24th day of August, 1990, before me, a Notary Public in and for
said State, personally appeared I. Donald Terner, President, /__j personally
known to me or /LXJ proved to me on the basis of satisfactory evidence to be
the person who executed the within instrument as the President on behalf of
the Corporation therein named, which is the General Partner of the Limited
Partnership named therein on whose behalf the Corporation executed the
instrument and acknowledged to me that the Corporation executed the same as
the General Partner and that the Limited Partnership executed it.
WITNESS my hand and official seal.
.� OFFICLAL SEAL
JOYCE'UHIMMA GL1Tr
NOTARY PUBLIC • CALIFORNIA
r� ALAMEDA COUNTY
My Comm. Wiles Aug. 7.1992. '
STATE OF CALIFORNIA )ss
COUNTY OF ALAMEDA )
'7 y/ ublic J
On this 24th day of August, 1990, before me, a Notary Public in and for
said State, personally appeared Mary Murtagh, First Vice President,
personally known to me or /XX/ proved to me on the basis of satisfactory
evidence to be the person who executed the within instrument as the
First Vice President on behalf of the Corporation therein named, which is the
General Partner of the Limited Partnership named therein on whose behalf the
Corporation executed the instrument and acknowledged to me that the
Corporation executed the same as the General Partner and that the Limited
Partnership executed it.
WITNESS my hand and official seal.
C CeFICLaL SEAL
t JOYCE HIYAMA GLiTr
- NOTARY PUBLIC - CALIFORNIA
ALA.NEDA COUNTY
- - - - - My Comm. Wires Aug. 7.1992
V
7:CTlps.jur
t�/rVubl i c 6 '
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL ONE
i
All that certain real property situate in the City of San Rafael,
County of Marin, State of California, described as follows:
ALL BUILDINGS, STRUCTURES AND IMPROVEMENTS of every kind, now
existing or to be constructed, on or under the surface of the
following described land for a term of years equal to and to run
concurrently with the term of that certain Ground Lease between
the Redevelopment Agency of the City of San Rafael, a public
body, corporate and politic, as lessor, and Centertown
Associates, Ltd., a California limited partnership, as lessee,
disclosed by the Memorandum of Lease dated November 6, 1989,
recorded concurrently herewith, said buildings structures and
improvements are and shall remain real property:
Parcel A
All that certain real property situate in the City of San Rafael, County of
Marin, State of California, described as follows:
ALL THE LANDS as shown upon "t4ap of Centertown An Air -Space Condominium",
filed for record December 13, 1983 in Volume 18 of Maps, at page 98, Marin
County Records.
Parcel B
All that certain real property situate in the City of San Rafael, County of
Marin, State of California, described as follows:
BEGINNING at a point on the Westerly line of C Street distant thereon 109
feet 8 inches Northerly from the intersection of said Westerly line of C
Street and the Northerly line of Second Street said point of beginning being
the Southeast corner of that lot conveyed by Loretta Ceaser to John Mirata by
Deed recorded in Book 165 of Deeds, page 269, running thence Westerly at a
right angle to C Street and along the Southerly line of the Lot so conveyed
by Ceaser to Mireta 150 feet; thence Southerly at a right angle 42 feet;
thence Easterly at a right angle 150 feet to the Westerly line of C Street
thence Northerly along the said line of C Street 42 feet to the point of
beginning.
BEING a portion of Block 15 of the Townsite of the Town of San Rafael.
PARCEL TWO
That Leasehold interest created by that certain Ground Lease
dated November 6, 1989, executed by the Redevelopment Agency of
the City of San Rafael, as Owner, and Centertown Associates,
Ltd., as Lessee, as referenced in the document entitled
"Memorandum of Ground Lease", which was recorded November 30,
1989, as Instrument No. 89-69343, Official Records for the term
and upon and subject to all the provisions contained in said
documents, and in said lease.
ADDENDUM TO DEED OF TRUST WITH ASSIGNMENT OF RENTS (Short Form)
Between Centertown Associates, Ltd., as Trustor,
First American Title Insurance Company, as Trustee, and
City of San Rafael, as Beneficiary
Notwithstanding anything to the contrary in the Note, in
this Deed of Trust or in any other instrument evidencing or
securing the obligations of the borrower under the Note, the
holder hereof expressly agrees that there shall be no personal
liability of the borrower or its partners under the Note, under
this Deed of Trust and under any other instrument given to
evidence or secure the obligations of the borrower under the
Note. The liability of the borrower and its partners shall be
strictly and absolutely limited to the property conveyed by this_
Deed of Trust and the rents, profits, issues, products and
proceeds thereof. In the event a default shall occur under the
Note or with respect to the indebtedness evidenced by the Note,
the holder hereof shall not seek any judgment for a deficiency
against the borrower or the partners, legal representatives,
successors or assigns of the borrower, in any action to
foreclose, to exercise a power of sale, to confirm any
foreclosure or sale under power of sale, or to exercise any other
rights or powers, under or by reason of this Deed of Trust or any
other instrument evidencing or securing the obligations of the
borrower under the Note.
The Note secured
that the Note may be
the property subject
partner's interest in
7a: addendum. d-6.
by this Deed of Trust contains a provision
due and payable upon a sale or transfer of
to this Deed of Trust or any general
borrower.
PROMISSORY NOTE
(Predevelopment Loan)
$303,000.00
San Rafael, California
August 20, 1990
FOR VALUE RECEIVED, Centertown Associates, Ltd., a California Limited
Partnership (the "Borrower"), hereby promises to pay to the San Rafael
Redevelopment Agency, a public body, corporate and politic (the "Agency"), the
principal amount of Three Hundred Three Thousand and No/100th Dollars
($303,000.00). The outstanding principal balance of this Note shall bear no
interest until January 1, 1992; thereafter, the outstanding principal balance
shall bear simple interest at the rate of three percent (3%) per annum until
this Note is paid in full.
Payments of principal and interest shall be due and payable as follows:
(a) Semi-annual Pavments from Surplus Cash. Commencing on the first day
of March following that first day of January referred to in Section 2.3(a)(ii)
of the Ground Lease dated November 6, 1989, as amended, relating to 855 and 815
C Street in the City of San Rafael (the "Property"), and on the first day of
every sixth month thereafter, semi-annual payments in an amount equal to
seventy-eight percent (78%) of Surplus Cash shall be due and shall be applied
first toward accrued interest and then to the repayment of the principal
balance of this Note; provided, however, that the semi-annual payments due
under this paragraph shall be payable only from Surplus Cash. Borrower may
retain twenty-two percent (22%) of Surplus Cash to pay fees to its general
partner or affiliates before using the remaining 78% of Surplus Cash to pay
interest and principal on this Note. Payments due on this Note in excess of
Surplus Cash shall be deferred until paid.
As used in this Note, "Surplus Cash" shall mean (i) the proceeds of
the operation of the Project (which includes the Development and the Land
defined in the Ground Lease) including any proceeds from the sale or
refinancing of the Project, minus (ii) payment of principal and interest on any
debt affecting the Project, including, without limitation, payments of
principal and interest on any debts from Borrower or Borrower's general
partner(s) to the Agency in connection with the Project, and any loans or other
advances from Borrower's general partner(s) to the Borrower, the proceeds of
which are applied to the Project, but specifically excluding the Agency's
obligations to Bridge Housing Corporation under the Koret note dated November
6, 1989 in the amount of $169,000 for the Agency's purchase of the "Koret
site," this Note, the Borrower's $490,000 Note to the Agency, the Borrower's
RHCP Note to the Department of Housing and Community Development ("HCD"), the
Borrower's Note to the Marin Community Foundation, the Borrower's Note to the
Housing Trust Fund, and the Borrower's CDBG Note to the County of Marin, and
(iii) all costs relating to the management of the Development (including but
not limited to a reasonable management fee), and (iv) all costs of the
operation, maintenance and repair of the Project, including, without
limitation, reasonable allocations to repair and maintenance reserves, a
2 -month debt service reserve (for a sufficient time for the Development to
achieve an annualized breakeven cash flow for at least one operating quarter),
the partnership management fee, if any, the "sponsor's distribution" as that
7a:$303kNot.ct 1C � �y (8/15/90)
term is defined by and in an amount not to exceed the amount allowed by Section
8089 of HCD's RHCP regulations, and any extraordinary expenditures for the
benefit of the Project reasonably approved by the Agency. As used in the
preceding sentence, the term "proceeds from the sale or refinancing of the
Project" shall mean the net cash realized from the refinancing, sale or other
disposition of all or a portion of the Project or Improvements or both (after
payment of expenses relating thereto, including, without limitation, repayment
of any debt owed by Borrower with respect to the Project, any liens and
encumbrances affecting the Project, any assignment, transfer, financing or
refinancing fees, charges and closing costs and brokerage commissions). The
proceeds of any construction and take-out loans shall in no event be deemed
"proceeds from the sale or refinancing of the Project."
(b) Lump Sum Pavment from Sales Proceeds. Upon the sale or transfer of
(i) all or part of the improvements on the Property or any interest therein, or
(ii) any general partner's beneficial interests in Borrower, the unpaid
principal plus accrued interest shall be due; provided, however, that the
payment of unpaid principal and accrued interest shall be payable only from the
proceeds from the sale or transfer. Payment due on this Note in excess of the
proceeds from the sale or transfer shall be deferred until the earlier of the
maturity date of this Note, or payment in full from Surplus Cash, or a
subsequent sale or transfer described in the first sentence of this paragraph,
provided that the payment due shall be payable only from the proceeds from the
sale or transfer. As used in this Note, the phrase "proceeds from the sale or
transfer" shall mean the net cash realized from the sale or transfer of the
improvements located on the Property or any interest therein or the interests
of any general partner of Borrower (after payment of all expenses relating
thereto, including, without limitation, repayment of any debt owed by Borrower
with respect to the Property or the improvements thereon, any liens and
encumbrances affecting the Property or the improvements thereon, any
assignment, transfer or financing fees and charges, closing costs and brokerage
commissions).
(c) Maturitv Date. On July 31, 2065, the principal balance remaining
unpaid, plus accrued interest, shall be due and payable in full.
The Borrower and Agency acknowledge that this Note is subordinate to and
shall be repaid after the repayment of that Promissory Note dated August 20,
1990 in favor of the City of San Rafael in the original principal amount of
$126,000.
Payments on this Note shall be made at the principal office of the San
Rafael Redevelopment Agency at 1313 Fifth Street, San Rafael, California 94901
or at such other place as the holder hereof may inform the Borrower in writing,
in lawful money of the United States.
Privilege is reserved to pay the debt in whole or in part, without
prepayment charge or penalty, on any business day prior to maturity.
If default be made in the payment of '7y installment under this Note, and
if the default is not made good prior to the due date of the next such install-
ment, the entire principal sum shall at once become due and payable without
notice at the option of the holder of this Note. Failure to exercise this
7a:$303kNot.ct 2 (8/15/90)
9
option shall not constitute a waiver of the right to exercise the same in the
event of any subsequent default.
Upon the failure of the Borrower to perform or observe any term or provi-
sion of this Note, or upon the occurrence of any event of default under the
terms of the Deed of Trust securing this Note, the holder may exercise its
rights or remedies hereunder or thereunder.
The Borrower waives presentment for payment, demand, protest and notices
of dishonor, and all defenses and pleas on the ground of any extension or
extensions of the time of payment or of any due date under this Note, in whole
or in part, whether before or after maturity and with or without notice. The
Borrower hereby agrees to pay court costs and expenses, which may be incurred
by the holder hereof, in the enforcement of this Note or the Deed of Trust
securing this Note.
This Note is secured by a Deed of Trust of even date herewith, to First
American Title Company of Marin, a California corporation, as Trustee, on real
estate in the City of San Rafael, County of Marin, California.
Notwithstanding anything to the contrary in this Note, in the Deed of
Trust or in any other instrument evidencing or securing the obligations of the
Borrower under this Note, the holder hereof expressly agrees that there shall
be no personal liability of the Borrower or its partners under this Note, under
the Deed of Trust and under any other instrument given to evidence or secure
the obligations of the Borrower under this Note. The liability of the Borrower
and its partners shall be strictly and absolutely limited to the property
conveyed by the Deed of Trust and the rents, profits, issues, products and
proceeds from the property. In the event a default shall occur under this Note
or with respect to the indebtedness evidenced by this Note, the holder hereof
shall not seek any judgment for a deficiency against the Borrower or the
partners, legal representatives, successors or assigns of the Borrower, in any
action to foreclose, to exercise a power of sale, to confirm any foreclosure or
sale under power of sale, or to exercise any other rights or powers, under or
by reason of the Deed of Trust or any other instrument evidencing or securing
the obligations of the Borrower under this Note.
CENTERTOWN ASSOCIATES, LTD.,
a California Limited Partnership
By: Centertow Inc., a falifornia
nonprof' pu 1" benfit
corporation, is Nerbral Partner
By: `-'b1_1-
I. DoritdTer.'ier
Presid
By:
Mary MM rtagh
First Vice Pre dent
7a:$303kNot.ct 3 (8/15/90)
Oroer No.
Escrovi No.
Loan No.
RECORDING REQUESTED BY &
WHEN RECORDED MAIL TO:
San Rafael Redevelopment Agency
1313 Fifth Street
San Rafael, CA 94901
Attn: Howard Ours
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST, made August 20 , 1990 between
Centertown Associates, Ltd., a California Limited Partnership
herein called TRUSTOR,
whose address is 82 Second Street, Suite 200, San Francisco, California 94105
(Number and Street) (City) (State)
FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and
San Rafael Redevelopment Agency, a public body, corporate and politic
herein called BENEFICIARY,
WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property in the
City of San Rafael County of Marin , State of California, described
in Exhibit "A", attached and incorporated herein.
See Addendum, attached, for additional provisions incorporated herein.
Together with the rents, Issues and profits thereof, subject, however, to the right, power and authority hereinafter given to -and conferred upon Beneficiary 10
collect and apply such rents, Issues and profits.
For the Purpose of Securing (1) payment of the sum of S $ 3 0 3 '000.00 with Interest thereon according to the terms of a promissory note or
notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each
agreement of Trustor incorporated by teferenre or contained herein (3) Payment of additional sums and interest thereon which may hereafter be loaned to
Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the property above described. Trustor expressly makes each and all of the agreements,
end adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and It Is mutually agreed that each
and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and In all other
counties August 18, 1964, In the book and at the page of Official Records in the office of the county recorder of the county where said property Is located,
noted below opposite the name of such county, namely:
COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 356 Kings 858 713 Placer 1028 379 Sierra 38 187
Alpine 3 130.31 Lake 437 110 Plumes 166 1307 Srskiyou 306 762
Amador 133 438 Lassen 192 367 Riverside 3778 347 Solana 1287 621
BU"o 1330 513 Los Angeles T•3878 874 Sacramento 5039 124 Sonoma 2067 427
Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56
Coluss 323 391 Marin 1849 122 San Bernardino 6213 768 Suffer 653 385
Contra Costa 4684 1 Mariposa 90 433 San Francisco A•804 596 Tehama 457 183
Dal Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 393
EI Dorado 704 633 Merced 1660 733 San Luis Obispo 1311 137 Tulare 2330 108
Fresno 5052 623 Modoc 191 93 San Mateo 4778 17S Tuolumne 177 160
Glenn 469 76 Mono 69 302 Santa Barbara 2065 B81 Ventura 2607 237
Humboldt 801 83 Monterey 357 239 Santa Clara 6626 66+4 Yelo 769 16
Imperial 1189 701 Napa 704 742 Santa Crus 1638 607 Yuba 398 693
Inye 165 672 Nevada 363 94 Shasta BOO 633
Kem 3756 690 Orange 7192 18 San Diego SERIES 3 Beek 1964, Page 149774
shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in sold subdivision
A and B, (identical In all counties, and printed on the reverse side hereof) are by the within reference thereto, Incorporated herein and made a part of this Deed
of Trust for all purposes as fully as if set forth of length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided
the charge therefor does not exceed the maximum allowed by law.
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address herelnbefore set forth
I
STATE OF CALIFORNIA I�
COUNTY OF )
On
before me. the undersigned, a Notary Public In and for sold State, pet-
soneily eppearefi
Personally known to me (or proved to me on the basis of satisfactory
evidence) to be the Persons) whose namels) Is/ere subscribed to the
within Inslnxnent and acknowledged to me that he/she/they executed
the same.
WITNESS my hand and official seal.
Signature of Trurfor
Centertown Associates, Ltd., a
California Limited Partnership
BN: Cenre yJtbli
. , tnef
Coil i.fornl.a
nonpr f�r�neral
it
corfto F, per
By:
I. D ald ^Exner, President
By:
✓ ��_
Mary Muttagh
First--' lice Pres-ident
DO NOT RECORD
The following ,is a copy of Subdivisions A and B s fictitious Deed of Trust recorded In each Luunty in Imre as stated in the turnguing Deed of T rust and in
corporated by reference to said Dead of Trust as beet, a pan thereat as it set forth at length therein
A. To protect the security of this Deed of Trust, Trustor agrees.
(1) To keep said property to good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and
workmanlike manner any buildingwhieh 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 or permit waste thereof; 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 tiom the character
or use of said property may be reasonably necessary, ilia specific enumerations Iwerain not excluding the general.
(2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire
or other insurance policy may be applied by Beneficiary upon any Indebtedness secured hereby and in such order as Beneficiary may determine, or at optional Bene-
ficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default
hereunder or invalidate any act done pursuant to such notice.
(T To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all
costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which beneficiary or Trustee may
appear, and in any suit brought by Beneficiary to loreclose this Deed.
(4) To pay. at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock, when
due, all incumbrances, charges and liens with Interest, on said property or any part thereat, which appear to ba prior or superior hereto; all Lusts, lees and axoensas of
this Trust.
Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to
or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such mariner and to such extant as either may deem
necessary to protect the security hereof. Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or pro-
ceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, pay, purchase, contest or compromise any incumbrance, charge or lien
which In the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reason-
able fees.
(6) To pay immediately and without demand all sums so expanded by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed
by law In effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount
demanded by the Beneficiary not to exceed the maximum allowed by law at ilia time when said statement is demanded.
B. It is mutually agreed:
(1) That any award of damages In connection with any condemnation for public use of or Injury to said property or any part thereof is hereby assigned and
shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above pruvided for uisposition of
proceeds of fire or other insurance.
(2) That by accepting payment of any sum secured hereby alter its due data. Beneficiary dues not waive his right either to require prompt payment when due
of all other sums so secured or to declare default for lailure so to pay
(3) That at any time or from time to time, without liability therefor and without notice, upon written request of beneficiary and presentation of this Deed
and said note for endorsement, and without affecting the personal liability of any person for payment of the Indebtedness secured hereby, Trustee may: reconvey any
part of said property; consent to the making of any map or plat thereof; loin in granting any easement thereon; or join in any extension agreement or any agreement
subordinating ilia lien or charge hereof
(4) That upon written request of beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Dead and said note to Trustee
for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees. Trustee shall reconvey, without warranty,
the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such
reconveyance may be described as "the person or persons legally entitled thereto."
(6) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts,
to collect the rents, issues and profits of said property, reserving unto Trustar the right, prior to any default by T rustor in payment of any indebtedness secured hereby
or In performance of any agreement hereunder, to collect and retain such rents, Issues and profits as they become due and payable. Upon any such default, Beneficiary
may at any time without notice, either in parson, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the in-
debtedness hereby secured, enterupon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and prof-
its, including those pastdue and unpaid, and apply the same, less costs and expenses of operation and collection. Including reasonable attorney's fees, upon any indebted-
ness secured hereby, and In such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and
profits and the application thereof as aforesaid, shalt not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
(6) That upon default by Trustor in payment of any Indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare
all sums secured hereby immediately duo and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and
of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also :hail deposit with Trustee this Deed, said note and
all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by low following the recordation of said notice of default, and notice of sale having been given as then re-
quired by law, Trustee, without demand on Trustor, shall sail said property at the time and place fixed by it in said notice of sate, either as a whole or in separate par-
cels, and In such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at rima of sWa. Trustee may
postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale
by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser Its dead conveying the property so sold, but with-
out any covenant or warranty, axpross or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any parson,
Including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such safe
After deducting all costs, fees and expanses of Trustee and of this Trust, including cost of evidence of tale In connection with sale, Trustee shall apply the pro-
ceadsof safe to payment of; all sums expanded under the terms hereof, not then repaid, with accrued interest at ilia amount allowed by law in effect at the date hereof;
all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
17) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by Instrument in wilting, substitute a successor
or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of
the recorder of the county or counties where said property Is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall,
without conveyance from the Trustee predecessor, succeed to all Its title, estate, rights, powers and duties. Said instrument must contain the narne of ilia original Trustor.
Trustee and Beneficiary hereunder, the book and page where this Deed Is recorded and the name and address of the new Trustee.
(8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and as-
signs, The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. in this Deed,
whenever the context so requires, the masculine gander Includes the feminine and/or neuter, and the singular number Includes the plural.
(9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to
notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustar, Beneficiary or Trustee shall be a party unless
brought by Trustee.
DO NOT RECORD REQUEST FOR FULL RECONVEYANCE
TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE:
The undersigned is the legal owner and holder of the note or notes, and of all other Indebtedness secured by the foregoing Deed of Trust. Said note or notes, to-
gether with all other indebtedness secured by said Deed of Trust, have been fully pard and satisfied, and you are hereby requested and direetud, on payment to you at
any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of Indebtedness secured by said
Dead of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Dead
of Trust, all the estate now • vld by you under the same.
Dated
Please mail Deed of Trust,
Note and fleconveyance to
Do not lose or destroy this Dred of Tnrst OR THE AIDT£ which it secures. Both must be delivered to the Tnistee for cancellation before reconvevance will be trade
N - to a
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STATE OF CALIFORNIA )ss
CITY AND COUNTY OF SAN FRANCISCO )
On this 24th day of August, 1990, before me, a Notary Public in and for
said State, personally appeared I. Donald Terner, President, /--/ personally
known to me or /LXJ proved to me on the basis of satisfactory evidence to be
the person who executed the within instrument as the President on behalf of
the Corporation therein named, which is the General Partner of the Limited
Partnership named therein on whose behalf the Corporation executed the
instrument and acknowledged to me that the Corporation executed the same as
the General Partner and that the Limited Partnership executed it.
WITNESS my hand and official seal.
STATE OF CALIFORNIA )ss
COUNTY OF ALAMEDA ) '
.
N a'y.ft lic
f J
On this 24th day of August, 1990, before me, a Notary Public in and for
said State, personally appeared Mary Murtagh, First Vice President, /--/
personally known to me or /LX/ proved to me on the basis of satisfactory
evidence to be the person who executed the within instrument as the
First Vice President on behalf of the Corporation therein named, which is the
General Partner of the Limited Partnership named therein on whose behalf the
Corporation executed the instrument and acknowledged to me that the
Corporation executed the same as the General Partner and that the Limited
Partnership executed it.
WITNESS my hand and official seal.
OFs:,.L4L Si3:.
JOYC�;�ill1 a 1-;u17
v NOTARY PLEDA • UNTY 7M1"A V
�
ALAMEDA COUNTY �
My Carr -n. Eons AL
7,1992
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of ry�ublicj ;
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G�FICu;= L
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JO YCE H; ik'AA car
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i
NOTARY PUBLIC .C.'SLJFOBNu
r . ` V V
ALAMEDA COUNTY
+N Comm. Excdes Aug. 7. 1992 y
STATE OF CALIFORNIA )ss
COUNTY OF ALAMEDA ) '
.
N a'y.ft lic
f J
On this 24th day of August, 1990, before me, a Notary Public in and for
said State, personally appeared Mary Murtagh, First Vice President, /--/
personally known to me or /LX/ proved to me on the basis of satisfactory
evidence to be the person who executed the within instrument as the
First Vice President on behalf of the Corporation therein named, which is the
General Partner of the Limited Partnership named therein on whose behalf the
Corporation executed the instrument and acknowledged to me that the
Corporation executed the same as the General Partner and that the Limited
Partnership executed it.
WITNESS my hand and official seal.
OFs:,.L4L Si3:.
JOYC�;�ill1 a 1-;u17
v NOTARY PLEDA • UNTY 7M1"A V
�
ALAMEDA COUNTY �
My Carr -n. Eons AL
7,1992
7:CTlps.jur
"tom 'C��?;"1`-/
of ry�ublicj ;
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EXHIBIT "A"
LEGAL DESCRIPTIO14
PARCEL ONE
All that certain real property situate in the City of San Rafael,
County of Marin, State of California, described as follows:
ALL BUILDINGS, STRUCTURES AND IMPROVEMENTS of every kind, now
existing or to be constructed, on or under the surface of the
following described land for a term of years equal to and to run
concurrently with the term of that certain Ground Lease between
the Redevelopment Agency of the City of San Rafael, a public
body, corporate and politic, as lessor, and Centertown
Associates, Ltd., a California limited partnership, as lessee,
disclosed by the Memorandum of Lease dated November 6, 1989,
recorded concurrently herewith, said buildings structures and
improvements are and shall remain real property:
Parcel A
All that certain real property situate in the City of San Rafael, County of
Marin, State of California, described as follows:
ALL THE LANDS as shown upon "Map of Centertown An Air -Space Condaninium",
filed for record December 13, 1983 in Volume 18 of Maps, at page 98, ,Marin
County Records.
Parcel B
All that certain real property situate in the City of San Rafael, County of
Marin, State of California, described as follows:
BEGINNING at a point on the Westerly line of C Street distant thereon 109
feet 8 inches Northerly from the intersection of said Westerly line of C
Street and the Northerly line of Second Street said point of beginning being
the Southeast corner of that lot conveyed by Loretta Ceaser to John Mirata by
Deed recorded in Book 165 of Deeds, page 269, running thence Westerly at a
right angle to C Street and along the Southerly line of the Lot so conveyed
by Ceaser to Mireta 150 feet; thence Southerly at a right angle 42 feet;
thence Easterly at a right angle 150 feet to the Westerly line of C Street
thence Northerly along the said line of C Street 42 feet to the point of
beginning.
P -ING a portion of Block 15 of the Townsite of the Town of San Rafael.
PARCEL TWO
That Leasehold interest created by that certain Ground Lease
dated November 6, 1989, executed by the Redevelopment Agency of
the City of San Rafael, as owner, and Centertown Associates,
Ltd., as Lessee, as referenced in the document entitled
"Memorandum of Ground Lease", which was recorded November 30,
1989, as Instrument No. 89-69343, Official Records for the term
and upon and subject to all the provisions contained in said
docum,ts, and in said lease.
ADDENDUM TO DEED OF TRUST WITH ASSIGNMENT OF RENTS (Short Form)
Between Centertown Associates, Ltd., as Trustor,
First American Title Insurance Company, as Trustee, and
San Rafael Redevelopment Agency, as Beneficiary
Notwithstanding anything to the contrary in the Note, in
this Deed of Trust or in any other instrument evidencing or
securing the obligations of the borrower under the Note, the
holder hereof expressly agrees that there shall be no personal
liability of the borrower or its partners under the Note, under
this Deed of Trust and under any other instrument given to
evidence or secure the obligations of the borrcJer under the
Note. The liability of the borrower and its partners shall be
strictly and absolutely limited to the property conveyed by this
Deed of Trust and the rents, profits, issues, products and
proceeds thereof. In the event a default shall occur under the
Note or with respect to the indebtedness evidenced by the Note,
the holder hereof shall not seek any judgment for a deficiency
against the borrower or the partners, legal representatives,
successors or assigns of the borrower, in any action to
foreclose, to exercise a power of sale, to confirm any
foreclosure or sale under power of sale, or to exercise any other
rights or powers, under or by reason of this Deed of Trust or any
other instrument evidencing or securing the obligations of the
borrower under the Note.
The Note secured
that the Note may be
the property subject
partner's interest in
7a:addendum.dt(1)
by this Deed of Trust contains a provision
due and payable upon a sale or transfer of
to this Deed of Trust or any general
borrower.
PROMISSORY NOTE
(Purchase of Improvements -- Foundation)
$490,000.00 San Rafael, California
August 20, 1990
FOR VALUE RECEIVED, Centertown Associates, Ltd., a California Limited
Partnership (the "Borrower"), hereby promises to pay to the San Rafael
Redevelopment Agency, a public body, corporate and politic (the "Agency"), the
principal amount of Four Hundred Ninety Thousand and No/100th Dollars
($490,000.00). The outstanding principal balance of this Note shall bear no
interest until January 1, 1992; thereafter, the outstanding principal balance
shall bear simple interest at the rate of three percent (3%) per annum until
this Note is paid in full.
Payments of principal and interest shall be due and payable as follows:
(a) Semi-annual Payments from Suralus Cash. Commencing on the first day
of March following that first day of January referred to in Section 2.3(a)(ii)
of the Ground Lease dated November 6, 1989, as amended, relating to 855 and 815
C Street in the City of San Rafael (the "Property"), and on the first day of
every sixth month thereafter, semi-annual payments in an amount equal to
seventy-eight percent (78%) of Surplus Cash shall be due and shall be applied
first toward accrued interest and then to the repayment of the principal
balance of this Note; provided, however, that the semi-annual payments due
under this paragraph shall be payable only from Surplus Cash. Borrower may
retain twenty-two percent (22%) of Surplus Cash to pay fees to its general
partner or affiliates before using the remaining 78% of Surplus Cash to pay
interest and principal on this Note. Payments due on this Note in excess of
Surplus Cash shall be deferred until paid.
As used in this Note, "Surplus Cash" shall mean (i) the proceeds of
the operation of the Project (which includes the Development and the Land
defined in the Ground Lease) including any proceeds from the sale or
refinancing of the Project, minus (ii) payment of principal and interest on any
debt affecting the Project, including, without limitation, payments of
principal and interest on any debts from Borrower or Borrower's general
partner(s) to the Agency in connection with the Project, and any loans or other
advances from Borrower's general partner(s) to the Borrower, the proceeds of
which are applied to the Project, but specifically excluding the Agency's
obligations to Bridge Housing Corporation under the Koret note dated November
6, 1989 in the amount of $169,000 for the Agency's purchase of the "Koret
site," this Note, the Borrower's RHCP Note to the Department of Housing and
Community Development ("HCD"), the Borrower's Note to the Marin Community
Foundation, the Borrower's Note to the Housing Trust Fund, and the Borrower's
CDBG Note to the County of Marin, and (iii) all costs relating to the
management of the Development (including but not limited to a reasonable
management fee), and (iv) all costs of the operation, maintenance -and repair of
the Project, including, without limitation, reasonable allocati� ns to repair
and maintenance reserves, a 2 -month debt service reserve (for a sufficient time
for the Development to achieve an annualized breakeven cash flow for at least
7b:490KNote.Ctd1 py (8/15/90)
one operating quarter), the partnership management fee, if any, the "sponsor's
distribution" as that term is defined by and in an amount not to exceed the
amount allowed by Section 8089 of HCD's RHCP regulations, and any extraordinary
expenditures for the benefit of the Project reasonably approved by the Agency.
As used in the preceding sentence, the term "proceeds from the sale or re-
financing of the Project" shall mean the net cash realized from the refinanc-
ing, sale or other disposition of all or a portion of the Project or Improve-
ments or both (after payment of expenses relating thereto, including, without
limitation, repayment of any debt owed by Borrower with respect to the Project,
any liens and encumbrances affecting the Project, any assignment, transfer,
financing or refinancing fees, charges and closing costs and brokerage
commissions). The proceeds of any construction and take-out loans shall in no
event be deemed "proceeds from the sale or refinancing of the Project."
(b) Lump Sum Payment from Sales Proceeds. Upon the sale or transfer of
(i) all or part of the improvements on the Property or any interest therein, or
(ii) any general partner's beneficial interests in Borrower, the unpaid
principal plus accrued interest shall be due; provided, however, that the
payment of unpaid principal and accrued interest shall be payable only from the
proceeds from the sale or transfer. Payment due on this Note in excess of the
proceeds from the sale or transfer shall be deferred until the earlier of the
maturity date of this Note, or payment in full from Surplus Cash, or a
subsequent sale or transfer described in the first sentence of this paragraph,
provided that the payment due shall be payable only from the proceeds from the
sale or transfer. As used in this Note, the phrase "proceeds from the sale or
transfer" shall mean the net cash realized from the sale or transfer of the
improvements located on the Property or any interest therein or the interests
of any general partner of Borrower (after payment of all expenses relating
thereto, including, without limitation, repayment of any debt owed by Borrower
with respect to the Property or the improvements thereon, any liens and
encumbrances affecting the Property or the improvements thereon, any
assignment, transfer or financing fees and charges, closing costs and brokerage
commissions).
(c) Maturity Date. On July 31, 2065, the principal balance remaining
unpaid, plus accrued interest, shall be due and payable in full.
The Borrower and Agency acknowledge that this Note is subordinate to and
shall be repaid after the repayment of that Promissory Note dated August 20,
1990 in favor of the City of San Rafael in the original principal amount of
$126,000 and that Promissory Note dated August 20, 1990 in favor of the San
Rafael Redevelopment Agency in the principal amount of $303,000.
Payments on this Note shall be made at the principal office of the San
Rafael Redevelopment Agency at 1313 Fifth Street, San Rafael, California 94901
or at such other place as the holder hereof may inform the Borrower in writing,
in lawful money of the United States.
Privilege is reserved to pay the debt in whole or in part, without
prepayment charge or penalt,,, on any business day prior to maturity.
If default be made in the payment of any installment under this Note, and
if the default is not made good prior to the due date of the next such install-
ment, the entire principal sum shall at once become due and payable without
7b:490KNote.Ctd 2 (8/15/90)
notice at the option of the holder of this Note. Failure to exercise this
option shall not constitute a waiver of the right to exercise the same in the
event of any subsequent default.
Upon the failure of the Borrower to perform or observe any term or provi-
sion of this Note, or upon the occurrence of any event of default under the
terms of the Deed of Trust securing this Note, the holder may exercise its
rights or remedies hereunder or thereunder.
The Borrower waives presentment for payment, demand, protest and notices
of dishonor, and all defenses and pleas on the ground of any extension or
extensions of the time of payment or of any due date under this Note, in whole
or in part, whether before or after maturity and with or without notice. The
Borrower hereby agrees to pay court costs and expenses, which may be incurred
by the holder hereof, in the enforcement of this Note or the Deed of Trust
securing this Note.
This Note is secured by a Deed of Trust of even date herewith, to First
American Title Company of Marin, a California corporation, as Trustee, on real
estate in the City of San Rafael, County of Marin, California.
Notwithstanding anything to the contrary in this Note, in the Deed of
Trust or in any other instrument evidencing or securing the obligations of the
Borrower under this Note, the holder hereof expressly agrees that there shall
be no personal liability of the Borrower or its partners under this Note, under
the Deed of Trust and under any other instrument given to evidence or secure
the obligations of the Borrower under this Note. The liability of the Borrower
and its partners shall be strictly and absolutely limited to the property
conveyed by the Deed of Trust and the rents, profits, issues, products and
proceeds from the property. In the event a default shall occur under this Note
or with respect to the indebtedness evidenced by this Note, the holder hereof
shall not seek any judgment for a deficiency against the Borrower or the
partners, legal representatives, successors or assigns of the Borrower, in any
action to foreclose, to exercise a power of sale, to confirm any foreclosure or
sale under power of sale, or to exercise any other rights or powers, under or
by reason of the Deed of Trust or any other instrument evidencing or securing
the obligations of the Borrower under this Note.
CENTERTOWN ASSOCIATES, LTD.,
a California Limited Partnership
By: Centert In a C lifornia
nonpro it p b is en it
corporation, is G n al Partner
By: �.
I. Ddn�ld Termer
P r.a�s i dein t i
By:
Mar urtag /
Fir Vice Pi6sident
7b:490KNote.Ctd 3 (8/15/90)
Order No.
Escrow No.
Loan No.
RECORDING P.EOUESTED BY &
WHEN RECORDED MAIL TO:
Salt Rafael Redevelopment Agency
1313 Fifth Street
San Rafael., CA 94901
Attn: 11oward Ours
SPACE ABOVE THIS LINE FOR RECORDER'S VSE
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST, made August 20 1990 between
Centertown Associates, Ltd., a California Limited Partnership
herein called TRUSTOR,
whose address is 82 Second Street, Suite 200, San Francisco, California 94105
(Number and Street) (City) (State)
FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and
San Rafael Redevelopment Agency, a public body, corporate and politic
, herein called BENEFICIARY,
WITNESSETH: Thal Trustor grants to Trustee in Trust, with Power of Sale, that properly in the
City of San Rafael County of Marin , State of'California, described
in Exhibit "A", attached and incorporated herein.
See Addendum, attached, for additional provisions incorporated herein.
Together with the remit, Issues and prorls thereof, su6iect, however, to the right, power and authority hereinafter given to -and conferred upon Beneficlery to
collect and apply such rents, Issuer and profiH.
For the Purpose of Securing (1) payment of the sum of S 490 0 Q 0. 0 0 with Interest thereon according to the terms of a promissory note or
notes of even dale herewith made by Trustor, payable to order or 8enericlary, end extensions or renewals thereof, and (2) the performance of each
agreement of Trustor Incorporated by teferettre or contained herein (3) Payment of additlonal sums end Interest thereon which may hereafter be loaned to
Truttor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the properly above described, Trvstor expressly makes each and all of the agreements,
and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth In subdivision A, and It It mutually agreed that each
and all of the terms and provlslons set forth In subdivision 8 of the ficfillous deed of frust recorded In Orange County August 17, 1964, and In all other
counties August IB, 1964, In the book and at the page of Omclal Records In the omce of the county recorder of the county where said property Is located,
noted below opposite the name of such county, namely:
COUNTY BOOK PACE COUNTY BOOK ►ACE COUNTY BOOK PACE COUNTY BOOK PACE
ATsmedo 1280 556 Kings ash 713 Nater 1078 379 Sierra 31 111
Alpine 3 130.31 lake 437 110 Plumas 166 1307 Sialtlyeu 306 762
Amader 133 438 lessen 192 367 Riverside 3778 347 Salome 1287 621
aerie 1330 513 let Angeles T-3878 874 Sacramento 5039 124 Senema 2067 427
Calaveras 183 338 Modern 911 136 San Benito 300 405 Stanislaw 1970 96
celusa 323 391 Marin 1849 122 Son Bernardino 6213 768 Sulfur 655 Sas
Centra Costa 4664 1 Marlposa 90 433 San Francisco A-604 396 Teberme 437 183
Oel Norte 101 549 Mendocino 667 99 Sen Jeoquln 2853 283 Trinity 108" 593
EI Dorado 704 635 Merced 1660 7S3 San luls Obispo 1311 137 Tulare 2530, 101
Fresno 3032 623 Mod.c 191 93 San Mateo 4778 173 Tuolumne 177 160
Glenn 469 76 Men. 69 302 Samoa Bar6sra 2065 all Ventura 2607 237
Humboldt 801 53 Menterey 357 239 Sonia Clare 6626 664 Yale 769 16
Imperial 1199 701 Nap■ 704 742 Sonia Cruz 1638 607 Yuba 398 693
Inye 163 677 Nevada 363 94 Shest■ 800 633
Kern 3756 690 Orange 7187 18 San Diego SERIES S Beek 1964, Page 149774
11,411 inure'to and bind the parties hereto, with respect to the properly above described. Said agreements, terms and provisions contained In sold subdivision
A and e, (identical In all counties, and printed an the reverse side hereof) are by Ike within reference thereto, Incorporated herein and made a part of this Deed
of Truss for all purposes as fully as If set forth el length herein. and Beneficiary may charge for a statement regarding the obligation secured hereby, provided
,he charge therefor does not exceed the maximum allowed by law.
Ike undertigned Truslor, requests that a copy of any notice of defoult and any notice of tele hereunder be mailed to him of hit address herelnbefore tel forth
Sipneture of Truslor
)
3TATEOFCALIFORNIA )u Centertown Associates, 1.,t(1. , a
:ouNTvoF ) California Limited Partnership
3n
i-elore me, the undersigned, a Notary Public In and for said Stele, per- By: Cen teI?MarM
Z , California
.onollyapvearer+ nonprli b nefiA
corpoits neral Partner
By:
�eraonally known In me (er proved to me on the basis of gallelaclory
a d �rner, , � esident
virlersce) Io be the person(s) whose neme(s) Is/ars subscribed to the
Y"htn Instrument and acknowledged to me that he/she/They executed fly
he same.
rtagh
VITNESS my hand and olfiHnl goal Vice P r,e§,i de n t
DO NOT R E C O Il U
Ira lollowtng is a copy of Subdivisions A and 13 of •' fictitious Doeu of Trust recorded lin eocn county nn Car"�Inio os stated in the foregoing Deed of Trust and in•
orpore'ned by reference in said Deed of Trust as bei- ort thereof as if set forth at length theram.
1'a protect' tile security of 11,11 Deed of Trust. I —stor agrees:
(I) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and In good and
vraeismanlike mariner any hullding which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished
tl,orefor; to comply with all laws effecting said property, or requiring any alterations or improvements to be made thereon; not to commit or permtt waste thereof; not
.o commit, suffer or permit tiny act upon said property In violation of low; to cultivate, irrigate• fertilize• furniyete, prune and do all other acts which from the character
or ire of said properly may be reasonably necessary, the specific enumerations herein not excluding the general.
121 To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with lots payable to Beneficiary. The cinount collected unoer any fire
other Insurance policy may be applied by Beneficiary upon any Indebtedness secured hereby and ,n such order as Beneficiary may determine, or at option of Bons -
my Ilio entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default
-eunder or Invalidate any act done pursuant to such notice.
13 To appear rn orad defend any action or proceeding purporting to affect ilia security hereof or Ilia rights or powers of Beneficiary or Trustee; and repay all
osts and expenses, including cost of evidence of title and attorney's lees in o reasonable sum• in any such action or proceeding in whlrh Beneficiary or Trustee may
poem, atnd In any suit brought by Beneficiary to foreclose this Deed.
(4) To pay. no least ten days before delinquency all taxes and assessments effecting said propel ty, including assessments on appurtenant water stock: when
Jo, all Incun,bronces, charges and liens, with Interest• on said property or any pert thereof, which appear to be prior or superior hereto: ell costs• fees and expenses of
ns Trust.
Should Trustor fail to make any payment or to do any act as herein provided. then Beneficiary or Trustee, but without obligation so to do and without notice to
demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such menner and to such extent as either may deem
t,ecestary to protect ilia security hereul. Beneficiary or Trustee being authorized to enter upon said property for such purposes: appear In and defend any action or pro-
-eedinq purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any Ifveunhbrance, charge or lien
v.hich in the judgment of either appears to he prior or superior herein; arid, in exercising any such powers, pay necessary expenses, employ counsel and pay his reason-
. -tile lees
15) To pay Immedlately and without demand all sums so expended by Beneficiary or Trustee, with Interest from date of expenditure of the amount allowed
try law in effect at (fie date hereof, and to pay for any statement provided for by low In effect at the dote hereof regarding the obligation secured hereby any amount
:'emended by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.
I3. It is mutually agreed:
111 That any award of demnes in connection with any condemnation for public use of or Injury to said property or any part thereof Is hereby assigned and
shall he paid to Beneficiary who may apply or release such moneys received by him In the some manner and with the some affect as above provided for disposition of
t)roceeds of lire or other insurance.
121 Thnt by accepting payment of any sura secured hereby alter its duo date, Benolicinry does not weive his right either to require prompt payment when due
of nil other sums so secured or to declare default for failure so to pay.
(3) That at tiny time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of Ibis Deed
and said note for endorsement, and without affecting the personal liability of any person for payment of the Indebtedness secured hereby, Trustee n,ay: reconvey any
licit of said properly; consent to the making of any map or plot thereof; join in granting any easement the.,eon; or join In any extension agreement or any agreement
subordinating the lien or charge hereof.
(41 Thnt upors written reouest of beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee
for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of Its lees, Trustee shall reconvey, without warranty,
filo property then held hereunder. The recitals in such reconveyance of any matters or facts shell be conclusive proof of the truthfulness thereof. The Grantee In such
_-onveyence may Ice described as "the person or persons legally entitled thereto."
ISI That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts,
to collect the rents• issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any Indebtedness secured hereby
.it In performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become duo and payable. Upon any such default. Beneficiary
may at any tine without notice, either in person, by agent, or by a receiver to be appointed by a court, end without regard Iq the adequacy of any security for the In-
c:abtedness hereby secured, enter upon and take possession of said property or any part thereof, In hit own name sue for or otherwise collect such rents, Issues• and prof -
i tr, including those past duo and unpaid, and apply the same, less costs and expenses of operation and collection, Including reasonable attorney's fees, upon any Indebted.
ncss secured hereby, and In such order as Beneficiary may determine. The entering upon end taking possession of said property, the collection of such rants• issues and
;rrofits and ilia application thereof as aforesaid, shell not cure or waive any default or noticr of default hereunder or Invalidate any act done pursuant to such notice.
(6) That upon default by Trustor In payment of any Indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare
Fill sums secured hereby Immediately due and payable by delivery to Trustee ^f written declaration of default and demand for into and of written notice of default and
of election to cause to be sold sold property, which notice Trustee shell cause to be filed for record. Beneficiary also shell deposit with Trustee this Deed, said now and
rtl documents evidencing expenditures secured hereby.
Alter ilia lapin of such time as may then be required by low following the recordation of said notice of default, and notice of sale having been given as then re-
quited by law, Trustee, without demand on Trustor• shall sell said property at the time and place fixed by it in said notice of sale• either as a whole or In separate per -
cols, and in such order as it may determine, at public auction to the highest bidder for cash In lawful money of the United States, payable of time of tale. Trustee mey
postpone safe of all or any portion of said property by publi, announcement at such time and place of sale, and from time to time thereafter may postpone such sale
!-y public announcement at the time fixed by the preceding postponement. Trustee shell deliver to such purchaser Its deed conveying the properly so sold, but with-
out any covenant or warranty, express or Implied. The recitals In such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person,
Irclurl!ng Trustor, Trustee, or Beneficiary as hereinalter defined, may purchase at such sole.
Alter deducting ell cost%, lees and expenses of Trustee and of this Trust. Including cost of evidence of mle In connection with sola, Trustee shell apply the pro -
coeds of sale to payment of- all surnt expended under ilia terms hereof, not then repaid, with accrued interest at the amount allowed by levy In effect at the data hereof;
oil other sums then secured hereby: and the remainder. If any, to the person or persons legally edtitled thereto.
(7) Beneficiary, or any successor In ownership of any indebtedness socured hereby, may from time to time, by Instrument In writing, substitute a successor
nr successors to any Trustee named herein or acting hereunder, which Instrument, executed by the Beneficiary and duly acknowledged and recorded In the office of
Ura recorder of the county or counties where said property Is situated, %hall be conclusive proof of proper substitution of such successor Trustee or Trustees, who sholl,
without conveyance from the Trustee predecessor, succeed to all Its title, estate, rights, powers and duties. Said Instrument must contain ilia narna of the original Trustor,
Trustee and Beneficiary hereunder, the book end page where this Deed Is recorded and the name and address of the new Trustee.
18) That this Deed applies to. Inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, succeviors and as-
signs The term Beneficiary shall mean the owner and holder, Including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed,
whenever the context so rerlu!res, ilia masculine genclor includes ilia feminine and/or neuter, and the singular number Includes live plural.
19) That -Trustee accepts this Trust when this Deed, duly executed and acknowledged. Is made a public record as provided by law. Trustee is not obligated to
notify any party hereto at pending sole under any other Deed of Trust or of any action or proceeding In which Truslor. Beneficiary or Trustee shall be s party unless
brought by Trustee.
DO NOT RECORD REQUEST FOR FULL RECONVEYANCE
iO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE:
The undersigned Is ilio legal owner and holder of ilia note or notes, and of all other Indebtedness secured by the foregoing Deed of Trust. Sold note or notes, to-
L,ather with all other Indebtedness secured by said Deed of Trust, hove been fully paid and satisfied; and you are hereby requested and directed, on payrnent to you of
any gums owing to you under the lams of said Deed of Trust, to cancel said nolo or notes above mentioned, and all other evidences of Indebtedness secured by sold
Dead of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to ilia parties designated by the terms of said Deed
iA Trust, off the estate now '.aid by you under the same.
Dated
Please mail Deed of Trust,
Note and Reconveyance to
Do nuI lose or des fro t• ,his Decd u Tnur OR THE NOTE n Inch it seutres. Bosh nuts, be drlircrrd to Ilse This fee far rmtcellation before reran-rratirc will be made.
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STATE OF CALIFORNIA )ss
CITY AND COUNTY OF SAN FRANCISCO ) '
On this 24th day of August, 1990, before me, a Notary Public in and for
said State, personally appeared I. Donald Terner, President, /--/ personally
known to me or /LX proved to me on the basis of satisfactory evidence to be
the person who executed the within instrument as the President on behalf of
the Corporation therein named, which is the General Partner of the Limited
Partnership named therein on whose behalf the Corporation executed the
instrument and acknowledged to me that the Corporation executed the same as
the General Partner and that the Limited Partnership executed it.
WITNESS my hand and official seal.
JOYCE HIYAW GLATT
HOTARY PUBLIC • CALIFORNA
ALAA'EDA COII,VTY
Q y y ky ramm. cove: Aug. 7. 1992 '
STATE OF CALIFORNIA )ss
COUNTY OF ALAMEDA )
Noy/qubl is /
On this 24th day of August, 1990, before me, a Notary Public in and for
said State, personally appeared Mary Murtagh, First Vice President, /__j
personally known to me or /LX proved to me on the basis of satisfactory
evidence to be the person who executed the within instrument as the
First Vice President on behalf of the Corporation therein named, which is the
General Partner of the Limited Partnership named therein on whose behalf the
Corporation executed the instrument and acknowledged to me that the
Corporation executed the same as the General Partner and that the Limited
Partnership executed it.
WITNESS my hand and official seal.
. . - Q?eicu�L
JOYCE HHAMA GIATT '
NOTARY PLIKIC. CALIFORNIA '
ALAMEDA C06'7TY
C"mm. Emva Aug. 7y 1992 .
7:CTlps.jur
N( i Aublic J
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEI. ONE
All that certain real property situate in the City of San Rafael,
County of Marin, State of California, described as follows:
ALL BUILDINGS, STRUCTURES AND IMPROVEMENTS of every kind, now
existing or to be constructed, on or under the surface of the
following described land for a term of years equal to and to run
concurrently with the term of that certain Ground Lease between
the Redevelopment Agency of the City of San Rafael, a public
body, corporate and politic, as lessor, and Centertown
Associates, Ltd., a California limited partnership, as lessee,
disclosed by the Memorandum of Lease dated November 6, 1989,
recorded concurrently herewith, said buildings structures and
improvements are and shall remain real property:
Parcel A
All that certain real property situate in the City of San Rafael, County of
Marin, State of California, described as follows:
ALL THE LANDS as shown upon "Map of Centertown An Air -Space Condominium",
filed for record December 13, 1983 in Volume 18 of Maps, at page 98, Marin
County Records.
Parcel B
All that certain real property situate in the City of San Rafael, County of
Marin, State of California, described as follows:
BEGINNING at a point on the Westerly line of C Street distant thereon 109
feet 8 inches Northerly from the intersection of said Westerly line of C
Street and the Northerly line of Second Street said point of beginning being
the Southeast corner of that lot conveyed by Loretta Ceaser to John Mirata by
Deed recorded in Book 165 of Deeds, page 269, running thence Westerly at a
right angle to C Street and along the Southerly line of the Lot so conveyed
by Ceaser to Mireta 150 feet; thence Southerly at a right angle 42 feet;
thence Easterly at a right angle 150 feet to the Westerly line of C Street
thence Northerly along the said line of C Street 42 feet to the point of
beginning.
BEING a portion of Block 15 of the Townsite of the Town of San Rafael.
PARCEL TWO
That Leasehold interest created by that certain Ground Lease
dated November 6, 1989, executed by the Redevelopment Agency of
the City of San Rafael, as owner, and Centertown Associates,
Ltd., as Lessee, as referenced in the document entitled
"Memorandum of Ground Lease", which was recorded November 30,
1909, as Instrument No. 89-69343, Official Records for the term
and upon and subject to all the provisions contained in said
documents, and in said lease.
ADDENDUM TO DEED OF TRUST WITH ASSIGNMENT OF RENTS (Short Form)
Between Centertown Associates, Ltd., as Trustor,
First American Title Insurance Company, as Trustee, and
San Rafael Redevelopment Agency, as Beneficiary
Notwithstanding anything to the contrary in the Note, in
this Deed of Trust or in any other instrument evidencing or
securing the obligations of the borrower under the Note, the
holder hereof expressly agrees that there shall be no personal
liability of the borrower or its partners under the Note, under
this Deed of Trust and under any other instrument given to
evidence or secure the obligations of the borrower under the
Note. The liability of the borrower and its partners shall be
strictly and absolutely limited to the property conveyed by this
Deed of Trust and the rents, profits, issues, products and
proceeds thereof. In the event a default shall occur under the
Note or with respect to the indebtedness evidenced by the Note,
the holder hereof shall not seek any judgment for a deficiency
against the borrower or the partners, legal representatives,
successors or assigns of the borrower, in any action to
foreclose, to exercise a power of sale, to confirm any
foreclosure or sale under power of sale, or to exercise any other
rights or powers, under or by reason of this Deed of Trust or any
other instrument evidencing or securing the obligations of the
borrower under the Note.
The Note secured
that the Note may be
the property subject
partner's interest in
7a:addendum.dt(1)
by this Deed of Trust contains a provision
due and payable upon a sale or transfer of
to this Deed of Trust or any general
borrower.
PREDEVELOPMENT LOAN AGREEMENT
($303,000 Predevelopment Loan)
THIS AGREEMENT is entered into and made effective as of the 20th day
of August, 1990, by and between the San Rafael Redevelopment Agency, a public
body, corporate and politic ("the Agency") and Centertown Associates, a
California limited partnership ("the Borrower").
This Agreement is entered into on the basis of the following facts,
intentions and understanding of the parties:
A. The Borrower is organized for the purpose of providing low and
moderate income housing units.
B. The Borrower as the Lessee and the Agency as the Lessor have
entered into a Ground Lease dated as of November 6, 1989, evidenced by that
Memorandum of Lease recorded November 30, 1989, as Instrument No. 89-69343 of
the Official Records of Marin County, as amended, encumbering the real property
located at 815 and 855 "C" Street, San Rafael, Marin County, California (the
"Property"), more particularly described in Exhibit "A" attached hereto and
incorporated herein.
C. In accordance with the terms of the Ground Lease, the Borrower
intends to construct and operate on the Property a 60 -unit rental housing
development (the "Project") which will benefit the Agency and the residents of
the City of San Rafael.
D. To provide additional financing for the development of the
Project, the Borrower has applied for, and the Agency has approved, a
$303,000.00 loan to the Borrower from the Agency.
E. The purpose of this Loan Agreement is to set forth the terms and
conditions upon which the Agency will loan the funds to the Borrower in order
for the Borrower to develop the Project.
IN CONSIDERATION FOR THEIR MUTUAL UNDERTAKINGS, THE PARTIES HERETO AGREE
AS FOLLOWS:
SECTION ONE: LOAN; LOAN DOCUMENTS; AND LOAN PROCEEDS
1.1 The Loan. Subject to the terms and conditions of this Agreement, the
Agency agrees to lend the Borrower Three Hundred Three Thousand and No/100th
Dollars ($303,000.00). The $303,000.00 loan (the "Loan") to the Borrower shall
be evidenced by a Promissory Note, which shall contain the terms set forth in
Exhibit B, attached hereto and incorporated by this reference herein.
1.2 Security for the Loan. The Loan shall be secured by a Deed of Trust (the
"Deed of Trust") on the Borrower's leasehold interest in the Property and fee
title to the improvements thereon.
7B:Loanagmt.CT
C e�N P (8/15/90)
The Agency hereby agrees to subordinate its Deed of Trust securing the
Loan to any and all deeds of trust and regulatory agreements securing any
construction loan or permanent loan for the Project, including, without
limitation, the following: (i) First Nationwide Bank construction loan in an
amount not to exceed $5,000,000; (ii) Marin Community Foundation construction
loan in an amount not to exceed $200,000; (iii) First Nationwide Bank permanent
loan in an amount not to exceed $1,500,000; (iv) Federal Home Loan Bank
permanent loan in an amount not to exceed $400,000; (v) Department of Housing
and Community Development permanent loan in an amount not to exceed $2,700,000;
(vi) additional permanent loans from Marin Community Foundation and the County
of Marin in a total amount not to exceed $220,000; and (vii) the City of San
Rafael loan for deferred City fees in an amount not to exceed $200,000. The
Agency shall execute and record, at Borrower's expense, a subordination
agreement in order to implement the provisions of this section.
1.3 Closinq Documents. Borrower shall execute and deliver to the Agency the
following items in a form satisfactory to the Agency:
a. This Loan Agreement;
b. The $303,000.00 Promissory Note;
c. The Deed of Trust securing the Loan, duly recorded in the Official
Records of the County of Marin;
d. A copy of the Borrower's general partner's corporate resolution
authorizing the Loan; and
e. Such other documents as may be required by this Agreement or as the
Agency may otherwise require prior to closing. (All of the above documents in
this Section 1.3 are herein sometimes referred to collectively as the "Loan
Documents").
1.4 Use of Loan Proceeds. The Loan proceeds will be used solely and
exclusively for predevelopment costs relating to the Project as set forth in
Exhibit C, attached hereto and incorporated herein.
1.5 Disbursements of Loan Proceeds. The Agency shall disburse the Loan funds
pursuant to Borrower's written requests which shall be delivered to the Agency
together with a copy of the bill or paid receipt for which the disbursement is
requested. The Borrower shall submit no more than one request for disbursement
per month. The Agency shall disburse, the actual amount of the predevelopment
costs incurred, as evidenced by the bills and/or paid receipts, not as
estimated in Exhibit C, up to a maximum of $300,000.
1.6 Previous Disbursement of $3,000. Agency shall only disburse $300,000
under this Agreement. The Agency has previously advanced funds under an
$18,000 Promissory Note dated April 17, 1989 from BRIDGE Housing Corporation
and Ecumenical Association for Housing in favor of the Agency. Upon the
Agency's receipt of $15,000 under the $18,000 Promissory Note dated April 17,
1989, the $18,000 Promissory Note shall be cancelled, and the remaining $3,000
shall be repaid under the $303,000 Note.
7B:Loanagmt.CT 2 (8/3/90)
1.7 Aaalication for Disbursements. The Agency may require Borrower to take
such steps as the Agency deems necessary to require proper application of Loan
disbursements; however, the Agency shall have no obligation to see to the
proper application of such disbursements by Borrower. From the proceeds of the
Loan, the Agency may, at its option, pay amounts due and secured by existing
mortgages, deeds of trust and other encumbrances, the cost of clearing title to
the Property securing the Loan, assessments and taxes or other liens or claims
of liens against the Property securing the Loan, and any other sums necessary
to maintain the Agency's security in the Property.
1.8 Optional Disbursements. The Agency may in its sole discretion make such
disbursements as it deems appropriate for the protection of its security
notwithstanding Borrower's failure or refusal to make a request for such
disbursement. Without limiting to the foregoing, the Agency may make disburse-
ments for payment of fees, expenses or charges which are required to be paid by
Borrower under this Agreement, if Borrower is in default under this Agreement.
SECTION TWO: ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES
OF BORROWER
The Borrower covenants, represents and warrants to the Agency as follows:
2.1 Orqanization of the Borrower. The Borrower is a duly organized limited
partnership, validly existing and in good standing under the laws of the State
of California. The Borrower has all requisite power and authority in the State
of California to own and operate its properties within the State to carry on
its business as now conducted, and to own or hold under lease its properties,
and to execute, deliver and perform this Agreement, the Note, the Deed of Trust
and other Loan Documents.
2.2 Authorization of Loans. The execution, delivery and performance of this
Agreement, the Note, the Deed of Trust and other Loan Documents have been duly
authorized by the Borrower; this Agreement, the Note, the Deed of Trust and
other Loan Documents have been duly executed and delivered and constitute the
valid and binding obligations of the Borrower enforceable in accordance with
their respective terms.
SECTION THREE: DEFAULT AND REMEDIES
3.1 Events of Default. The occurrence of any of the following events shall,
at the option of the Agency, constitute an event of default by the Borrower
under the terms of this Agreement, the Note, the Deed of Trust and any other
Loan Documents:
a. The Borrower fails to pay, within sixty (60) days after the date when
due, any principal and interest payment, or other sums due under this
Agreement, or under the Note or any extension or renewals thereof;
b. The Borrower fails to comply with and fully and timely perform or
fulfill any of the Borrower's obligations or conditions --)f this Agreement or
any other Loan Documents; L
c. Unless agreed to in writing by the Agency, the Borrower voluntarily or
involuntarily sells, transfers, disposes of or further encumbers all, or any
7B:Loanagmt.CT 3 (8/3/90)
portion, or any interest in the Property or improvements thereon, or in the
event the Borrower is divested of any interest in Property or improvements
thereon or any part thereof by operation of law;
d. Material injury or destruction of the Property or improvements
thereon, by fire, other casualty or otherwise, which shall not have been
immediately repaired to the condition prior to such damage or destruction;
e. Insolvency, failure in business, commission of an act of bankruptcy,
general assignment for the benefit of creditors, filing of any petition in
bankruptcy or for relief under the provision of the Bankruptcy Act or any act
for the relief of debtors, appointment of a receiver, trustee or liquidator for
the Property, admission in writing of an inability to pay debts as they mature,
adjudicated as bankrupt or insolvent, dissolution or liquidation under law or
statute, by or against the Borrower; or
f. Default under any loan secured by a deed of trust on the Property or
improvements thereon senior to the Agency's Deed of Trust securing this Loan
or a breach or default under any document relating to such loan secured by such
senior deed of trust.
3.2 Remedies of the Aaencv uaon Default. Upon the occurrence of an event of
default or any other default by the Borrower in the performance of this
Agreement or any of the Loan Documents, the Agency shall have the following
rights, in addition to the the Agency's other rights and remedies provided by
law, subject to subparagraph d. of this Section 3.2:
a. If the Agency so elects, its obligations to make the Loan shall
terminate, and the Agency may declare the entire principal amount of the Loan
to become immediately due and payable, and upon doing so, the Agency shall have
full power to exercise any and all rights and powers granted to the Agency in
the Note, the Deed of Trust and other Loan Documents in the event of default.
b. The Agency may, at its option, take possession of the Property
securing the Loan, together with all materials, equipment and improvements
thereon, pursuant to the rights given to the Agency under the Deed of Trust.
c. The Agency may terminate this Agreement.
d. Notwithstanding anything to the contrary in the Note, in the Deed of
Trust or in any other instrument evidencing or securing the obligations of the
Borrower under the Note, the holder of the Note expressly agrees that there
shall be no personal liability of the'Borrower or its partners under the Note,
under the Deed of Trust and under any other instrument given to evidence or
secure the obligations of the Borrower or its partners under the Note. The
liability of the Borrower and its partners shall be strictly and absolutely
limited to the property conveyed by the Deed of Trust and the rents, profits,
issues, products and proceeds thereof. In the event a default shall occur
under the Note or with respect to the indebtedness evidenced by the Note, the
holder of the Note shall not seek any judgment for a deficiency against the
Borrower or the partners, legal representatives, successors or assigns of the
Borrower.
7B:Loanagmt.CT 4 (8/3/90)
3.3 Nonwaiver by the Aqencv. No waiver by the Agency of any breach of a
covenant, warranty or other event of default shall constitute a waiver of the
right of the Agency to assert any future remedies provided for in this
Agreement or any other Loan Document on the basis of the same or a similar
breach of a covenant or warranty or other event of default.
SECTION FOUR: GENERAL PROVISIONS
4.1 Assiqnment. Neither the Loan, nor any part thereof shall be assignable by
operation of law or by the Borrower without the prior written consent of the
Agency. This Agreement is made for the sole protection and benefit of the
Borrower and the Agency, and no other person shall be deemed to have a right of
action of any kind hereunder or any claim to the Loan proceeds.
4.2 Governinq Law. This Agreement and all other Loan Documents shall be
construed according to the laws of the State of California.
4.3 Notice. Any notice required by or given pursuant to this Agreement shall
be made in writing and shall be served personally or sent by certified mail,
return receipt requested:
(a) to the Agency, addressed to:
San Rafael Redevelopment Agency
1313 Fifth Street
San Rafael, California 94901
Attention: Howard W. Ours, Assistant Executive Director
(b) to the Borrower, addressed to:
Centertown Associates, Ltd.
c/o BRIDGE Housing Corporation
82 Second Street, Suite 200
San Francisco, California 94105
Attention: James M. Buckley, Project Manager
with a copy to:
Ecumenical Association for Housing
1510 Fifth Avenue
P.O. Box 1410
San Rafael, California 94915
Attention: Alvin Bonnett, Director of Development
Any notice given in accordance with the provisions of this Section shall
be deemed to be effective, if delivered, on the date of such delivery or, if
mailed, on the date signed for or on the date refused. Each party may give
notice to each of the parties of a change of its address for the purposes of
giving notice under this Section.
4.4 Amendments. This Agreement may be changed only by an agreement in writing
and signed by both parties.
7B:Loanagmt.CT 5 (8/3/90)
4.5 Further Assurances. The parties agree, from time to time and as may be
reasonably required by any party hereto, to execute and deliver such further
documents and do all matters and things which may be necessary to carry out the
intention of this Agreement more effectively and completely.
4.6 Headinqs. The headings to the various sections and paragraphs of this
Agreement have been inserted for convenient reference only and shall not be
used to construe this Agreement.
4.7 Aqencv Not a Joint Venturer. Notwithstanding anything to the contrary
herein contained, the Agency, by entering into this Agreement or by any action
taken pursuant hereto, will not be deemed a partner or joint venturer with the
Borrower.
In Witness Whereof the parties have executed this Agreement as of the date
first written above.
ATTEST:
(l - '
eine M. Leo cirri
Agency Secretary
Approved as to Form:
Agency aunse�
Centertown Associates, Ltd.,
a California Limited Partnership
By: Centertow Inc
corpora ion, i
aXal
lifornia nonprofit
G Partner
By:
I. Do 1-cr'Terzier, President
By:
,
y
Mary kurtyagFirst Visident
San Rafael Redevelopment Agency,
a public body, corporate and politic
By:
Pamela J. Nico ai
Executive Director
7B:Loanagmt.CT 6 (8/15/90)
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEI, ONE
All that certain real property situate in the City of San Rafael,
County of Marin, State of California, described as follows:
ALL BUILDINGS, STRUCTURES AND IMPROVEMENTS of every kind, now
existing or to be constructed, on or under the surface of the
following described land for a term of years equal to and to run
concurrently with the term of that certain Ground Lease between
the Redevelopment Agency of the City of San Rafael, a public
body, corporate and politic, as lessor, and Centertown
Associates, Ltd., a California limited partnership, as lessee,
disclosed by the Memorandum of Lease dated November 6, 1989,
recorded concurrently herewith, said buildings structures and
improvements are and shall remain real property:
Parcel A
All that certain real property situate in the City of San Rafael, County of
Marin, State of California, described as follows:
ALL THE LANDS as shown upon "Map of Centertown An Air -Space Condominium",
filed for record December 13, 1983 in Volume 18 of Maps, at page 98, ,Marin
County Records.
Parcel B
All that certain real property situate in the City of San Rafael, County of
Marin, State of California, described as follows:
BEGINNING at a point on the Westerly line of C Street distant thereon 109
feet 8 inches Northerly from the intersection of said Westerly line of C
Street and the Northerly line of Second Street said point of beginning being
the Southeast corner of that lot conveyed by Loretta Ceaser to John Mirata by
Deed recorded in Book 165 of Deeds, page 269, running thence Westerly at a
right angle to C Street and along the Southerly line of the Lot so conveyed
by Ceaser to Mireta 150 feet; thence Southerly at a right angle 42 feet;
thence Easterly at a right angle 150 feet to the Westerly line of C Street
thence Northerly along the said line of C Street 42 feet to the point of
beginning.
BEING a portion of Block 15 of the Townsite of the Town of San Rafael.
PARCEL TWO
That Leasehold interest created by that certain Ground Lease
dated November 6, -989, executed by the Redevelopment Agency of
the City of San Ra-�ael, as Owner, and Centertown Associates,
Ltd., as Lessee, as referenced in the document entitled
"Memorandum of Ground Lease", which was recorded November 30,
1989, as Instrument No. 89-69343, Official Records for the term
and upon and subject to all the provisions contained in said
documents, and in said lease.
EXHIBIT "B"
PROMISSORY NOTE
(Predevelopment Loan)
$303,000.00
San Rafael, California
August , 1990
FOR VALUE RECEIVED, Centertown Associates, Ltd., a California Limited
Partnership (the "Borrower"), hereby promises to pay to the San Rafael
Redevelopment Agency, a public body, corporate and politic (the "Agency"), the
principal amount of Three Hundred Three Thousand and No/100th Dollars
($303,000.00). The outstanding principal balance of this Note shall bear no
interest until January 1, 1992; thereafter, the outstanding principal balance
shall bear simple interest at the rate of three percent (3%) per annum until
this Note is paid in full.
Payments of principal and interest shall be due and payable as follows:
(a) Semi-annual Pavments from Surplus Cash. Commencing on the first day
of March following that first day of January referred to in Section 2.3(a)(ii)
of the Ground Lease dated November 6, 1989, as amended, relating to 855 and 815
C Street in the City of San Rafael ( the "Property") , and on the first day of
every sixth month thereafter, semi-annual payments in an amount equal to
seventy-eight percent (78%) of Surplus Cash shall be due and shall be applied
first toward accrued interest and then to the repayment of the principal
balance of this Note; provided, however, that the semi-annual payments due
under this paragraph shall be payable only from Surplus Cash. Borrower may
retain twenty-two percent (22%) of Surplus Cash to pay fees to its general
partner or affiliates before using the remaining 78% of Surplus Cash to pay
interest and principal on this Note. Payments due on this Note in excess of
Surplus Cash shall be deferred until paid.
As used in this Note, "Surplus Cash" shall mean (i) the proceeds of
the operation of the Project (which includes the Development and the Land
defined in the Ground Lease) including any proceeds from the sale or
refinancing of the Project, minus (ii) payment of principal and interest on any
debt affecting the Project, including, without limitation, payments of
principal and interest on any debts from Borrower or Borrower's general
partner(s) to the Agency in connection with the Project, and any loans or other
advances from Borrower's general partner(s) to the Borrower, the proceeds of
which are applied to the Project, but specifically excluding the Agency's
obligations to Bridge Housing Corporation under the Koret note dated November
6, 1989 in the amount of $169,000 for the Agency's purchase of the "Koret
site," this Note, the Borrower's $490,000 Note to the Agency, the Borrower's
RHCP Note to the Department of Housing and Community Development ("HCD"), the
Borrower's Note to the Marin Community Foundation, the Borrower's Note to the
Housing Trust Fund, and the Borrower's CDBG Note to the County of Marin, and
(iii) all costs relating to the management of the Development (including but
not limited to a reasonable management fee), and (iv) all costs of the
operation, maintenance and repair of the Project, including, without
limitation, reasonable allocations to repair and maintenance reserves, a
2 -month debt service reserve (for a sufficient time for the Development to
achieve an annualized breakeven cash flow for at least one operating quarter),
the partnership management fee, if any, the "sponsor's distribution" as that
7a:$303kNot.ct 1 (8/15/90)
term is defined by and in an amount not to exceed the amount allowed by Section
8089 of HCD's RHCP regulations, and any extraordinary expenditures for the
benefit of the Project reasonably approved by the Agency. As used in the
preceding sentence, the term "proceeds from the sale or refinancing of the
Project" shall mean the net cash realized from the refinancing, sale or other
disposition of all or a portion of the Project or Improvements or both (after
payment of expenses relating thereto, including, without limitation, repayment
of any debt owed by Borrower with respect to the Project, any liens and
encumbrances affecting the Project, any assignment, transfer, financing or
refinancing fees, charges and closing costs and brokerage commissions). The
proceeds of any construction and take-out loans shall in no event be deemed
"proceeds from the sale or refinancing of the Project."
(b) Lump Sum Pavment from Sales Proceeds. Upon the sale or transfer of
(i) all or part of the improvements on the Property or any interest therein, or
(ii) any general partner's beneficial interests in Borrower, the unpaid
principal plus accrued interest shall be due; provided, however, that the
payment of unpaid principal and accrued interest shall be payable only from the
proceeds from the sale or transfer. Payment due on this Note in excess of the
proceeds from the sale or transfer shall be deferred until the earlier of the
maturity date of this Note, or payment in full from Surplus Cash, or a
subsequent sale or transfer described in the first sentence of this paragraph,
provided that the payment due shall be payable only from the proceeds from the
sale or transfer. As used in this Note, the phrase "proceeds from the sale or
transfer" shall mean the net cash realized from the sale or transfer of the
improvements located on the Property or any interest therein or the interests
of any general partner of Borrower (after payment of all expenses relating
thereto, including, without limitation, repayment of any debt owed by Borrower
with respect to the Property or the improvements thereon, any liens and
encumbrances affecting the Property or the improvements thereon, any
assignment, transfer or financing fees and charges, closing costs alld brokerage
commissions).
(c) Maturitv Date. On July 31, 2065, the principal balance remaining
unpaid, plus accrued interest, shall be due and payable in full.
The Borrower and Agency acknowledge that this Note is subordinate to and
shall be repaid after the repayment of that Promissory Note dated August ,
1990 in favor of the City of San Rafael in the original principal amount of
$126,000.
Payments on this Note shall be made at the principal office of the San
Rafael Redevelopment Agency at 1313 Fifth Street, San Rafael, California 94901
or at such other place as the holder hereof may inform the Borrower in writing,
in lawful money of the United States.
Privilege is reserved to pay the debt in whole or in part, without
prepayment charge or penalty, on any business day prior to maturity.
If default be made in the payment of any installment under this Note, and
if the default is not made good prior to the due date of the next such install-
ment, the entire principal sum shall at once become due and payable without
notice at the option of the holder of this Note. Failure to exercise this
7a:$303kNot.ct 2 (8/15/90)
option shall not constitute a waiver of the right to exercise the same in the
event of any subsequent default.
Upon the failure of the Borrower to perform or observe any term or provi-
sion of this Note, or upon the occurrence of any event of default under the
terms of the Deed of Trust securing this Note, the holder may exercise its
rights or remedies hereunder or thereunder.
The Borrower waives presentment for payment, demand, protest and notices
of dishonor, and all defenses and pleas on the ground of any extension or
extensions of the time of payment or of. any due date under this Note, in whole
or in part, whether before or after maturity and with or' without notice. The
Borrower hereby agrees to pay court costs and expenses, which may be incurred
by the holder hereof, in the enforcement of this Note or the Deed of Trust
securing this Note.
This Note is secured by a Deed of Trust of even date herewith, to First
American Title Company of Marin, a California corporation, as Trustee, on real
estate in the City of San Rafael, County of Marin, California.
Notwithstanding anything to the contrary in this Note, in the Deed of
Trust or in any other instrument evidencing or securing the obligations of the
Borrower under this Note, the holder hereof expressly agrees that there shall
be no personal liability of the Borrower or its partners under this Note, under
the Deed of Trust and under any other instrument given to evidence or secure
the obligations of the Borrower under this Note. The liability of the Borrower
and its partners shall be strictly and absolutely limited to the property
conveyed by the Deed of Trust and the rents, profits, issues, products and
proceeds from the property. In the event a default shall occur under this Note
or with respect to the indebtedness evidenced by this Note, the holder hereof
shall not seek any judgment for a deficiency against the Borrower or the
partners, legal representatives, successors or assigns of the Borrower, in any
action to foreclose, to exercise a power of sale, to confirm any foreclosure or
sale under power of sale, or to exercise any other rights or powers, under or
by reason of the Deed of Trust or any other instrument evidencing or securing
the obligations of the Borrower under this Note.
CENTERTOWN ASSOCIATES, LTD.,
a California Limited Partnership
By: Centertown, Inc., a California
nonprofit public benefit
corporation, its General Partner
as
By:
I. Donald Terner
President
Mary Murtagh
First Vice President
7a:$303kNot.ct 3 (8/15/90)
EXHIBIT "C" Page 1 of 2
REJEYELOPMENT AGENCY LUAN BUUGET
Centertown Apartments
April 9, 1990
Category and F i rm Paid to Date
HARD COSTS
Decon $ 6,370.00
Midstate 0.00
Total Hard Costs $ 6,370.00
DESIGN
Treffinger Walz & McLeod $150,000.00
ENGINEERING
Zucco Associates
Herzog Associates
Finite Engineering
Levine Fricke
Joseph Grippi & Assoc.
Total Engineering
TOTAL COSTS
$ 4,200.00
14,709.36
16,078.70
2,918.74
2,141.25
$ 40,048.05
$196,418.05
To be Paid
$ 9,000.00
52,630.00
$ 61,630.00
$ 0.00
$ 8,658.75
5,290.64
8,921 .30
22,081.26
0.00
$ 44,951.95
$106,581.95
Total
$ 15,370.00
52,630.00
$ 68,000.00
$150,000.00
$ 12,850.75
20,000.00
25,OOU.00
25,000.00
2,141 .25
$ 85,000.00
$303,000.00*
* Reference is made to that $18,000.00 Promissory Note to the Agency from
BRIDGE Housing Corporation and Ecumenical Association for Housing dated April
17, 1989. Upon payment of $15,000.00 to the Agency, the $18,000.00 Promissory
Note shall be cancelled; the remaining $3,000.00 is made a part of this Loan
in anticipation and consideration of the Agency's cancellation of the
$18,000.00 Note.
EXHIBIT "C" Page 2 of 2
Firm Description of Work
Decon Excavation and aeration of contaminated soil
Replacement and compaction of soil
Midstate Site Preparation
Treffinger, Walz Initial site studies for residential project
& McLeod or existing structure
Design development and work with planning
department and Design Review Board
Model of project
Zucco Associates
Review of construction files for existing
structure
Structural analysis of existing structure
Development of criteria for retrofitting new
project on existing structure.
Herzog Engineering
Review of construction files for existing
project
Environmental audit of existing site
. Geotechnical study for retrofit of proposed
project
Finite Engineering
. Existing conditions survey
. Development of civil engineering plan to
retrofit proposed project
Levine -Fricke
. Contaminated soil plan and lab analysis
Joseph Grippi
. Survey of existing property boundaries