HomeMy WebLinkAboutMINUTES - 12052006 - HA.2 Q
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
TO: BOARD OF COMMISSIONERS CORRECTED COPY!
FROM: Rudy Tamayo, Executive Director PLEASE DESTROYPREVIOUS ISSUE
DATE: December 5, 2006
SUBJECT: APPROVE CONTRACT TO PURCHASE LAND AND FACILITY AT 2870
HOWE ROAD, MARTINEZ, FOR USE AS THE SECTION 8
ADMINISTRATIVE OFFICE; AUTHORIZE BORROWING $2,847,500.00
FROM WESTAMERICA BANK
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION
APPROVE the purchase of improved property commonly known by street address:
2870 Howe Road, Martinez ("Property" or "Howe Road Property"), for the price of
$3,350,000, pursuant to the following documents, following the sellers' agreement to
the same:
Standard Offer, Agreement, and Escrow Instructions for Purchase of Real Estate;
Counter-Offer dated September 8, 2006;
Revised Counter-Offer dated September 13, 2006;
Amendment to Purchase Contract dated November 3, 2006;
Addendum to Standard Offer, Agreement and Escrow Instructions for Purchase of
Real; Estate (regarding Sellers Waiver of Relocation Benefits);
Amendment No. 2 to Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate;
copies of which are attached hereto as Exhibit A, and AUTHORIZE OR RATIFY the
Executive Director's and Development Director's execution of said documents
effective December 5, 2006.
CONTINUED ON ATTACHMENT: X YES SIGNATU
r�XeCULJVe r
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
_APPROVE _OTHER
SIGNATURE(S): T
ACTION OF BOARD ON I-W-C-MbeV- 5. 2OV10 APPROVED AS R OMMENDED OTHER_
zOn this day the Board requested that a note of ,Ciazification be added to show
that the Board is authorizing borrowing $2,847,500 in addition to a
fpreviously authorized loan of $1,370,092.
VOTE OF COMMISSIONERS
UNANIMOUS(ABSENT - ) I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT
AYES: NOES: COPY OF AN ACTION TAKEN AND ENTERED N THE
MINUTES OF THE BOARD OF COMMISSIONERS ON THE
ABSENT: ABSTAIN: DATE SHOWN.
Vacant: District IV ATTESTED DeYY(K&r 52CIO&
cc: County Administrator JOHN CULLEN,CLERK OF THE BOARD OF
County Counsel SUPERVISORS AND COUNTY ADMINISTRATOR
BY DEPUTY
11GLERK HOUSING AUTHORRVHowe R02d1-120508 Bd Order.wpd
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2870 Howe Road
December 5, 2006
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AUTHORIZE the Executive Director to execute a Contingency Removal document upon
determination by the Executive Director and the County Administrator that removal or waiver
of contingencies is appropriate and submit the same to the escrow holder.
AUTHORIZE borrowing $2,847,500.00 from WestAmerica Bank pursuant to the terms and
conditions substantially as set forth in the documents attached hereto as Exhibit B, consisting
of:
Promissory Note, including Exhibit A thereto (3 pages);
Government Certificate (2 pages);
Deed of Trust, including Exhibit A thereto (10 pages);
Assignment of Rents, including Exhibit A thereto (6 pages);
Hazardous Substances Certificate and Indemnity Agreement (6 pages);
Hazard Insurance Disclosure (1 page);
Agreement to Provide Insurance (2 pages);
Notice of Insurance Requirements (1 page);
Disbursement Request and Authorization (1 page);Notice of Final Agreement (1 page);
and AUTHORIZE the Executive Director and the Finance Director to execute the above
documents on behalf of the Housing Authority.
AUTHORIZE the Executive Director and the Finance Director to execute any other
documents required to consummate the above purchase agreement and loan, as set forth in
Exhibits A and B, subject to the prior written approval of the County Administrator and
approval as to form by the County Counsel.
APPROVE the use of $661,050 from the Section 8 Operating Reserve Fund for the down
payment and other ancillary costs (as reported herein) related to the purchase of the
building.
DETERMINE that the project, consisting of the purchase of the of the Property and its use as
administrative offices for the Section 8 staff, is exempt from CEQA under CEQA Guideline
section 15061(b)(3) (general rule of applicability), because it can be seen with certainty that
there is no possibility that the project may have a significant effect on the environment, and
AUTHORIZE the Community Development Department to file a Notice of Exemption with the
County Clerk.
Il. FINANCIAL IMPACT
The Housing Authority will use $661,050 from the Section 8 reserve fund, and the remaining
purchase-related costs in the amount of $2,847,500 will be borrowed from WestAmerica
Bank. The loan terms require a 15% down payment (included in the $661,050) with a 7 1/4
percent fixed rate 10-year note, with the payments amortized over 25 years. The monthly
payment is $20,805.36. At the end of the 10-year period, a balloon payment of
$2,285,561.86 is due. Housing Authority staff plans on retiring the note within the 10-year
period as more fully explained in this report.
Additional costs attributable to this project, will be funded from reserves. There will be no
impact to the general fund.
The Housing Authority currently is paying $20,978 in monthly lease and tax payments, for
the current Section 8 administrative facilities, parking facilities, and site storage. These costs
will be avoided if the Property is purchased.
III. REASONS FOR RECOMMENDATION/BACKGROUND
A. Need for New Section 8 Administrative Office.
The rent at the existing Section 8 administrative facility at 1805 Arnold Drive, Martinez, is
$16,380 per month (11,000 square feet at $1.41/square foot), plus $984 a month for
1:1CLERKIHOUSING AUTHORITY1Howe Road-720506 Bd Order.wpd
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2870 Howe Road
December 5, 2006
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property taxes. In addition, the Housing Authority pays $1,050 a month to rent needed extra
parking spaces from a nearby church to augment the 30 spaces available at the Arnold Drive
facility. Currently, the Housing Authority has 42 full time employees at the Arnold Drive
facility, which is not large enough to meet all Housing Authority's space needs. Therefore,
the Housing Authority rents 2,500 square feet off-site for file storage, at a monthly cost of
$2,564.00. The total monthly rental cost (including property taxes and not including
operating costs such as custodial costs and utilities) of the current Section 8 facility,
additional parking, and off-site storage, is $20,978.
The lease for the Arnold Drive facility expires in July 2007, and lease rates are projected to
increase 3% annually with another five-year agreement. The Housing Authority considered
entering into another multi-year agreement to remain at the current location. Upon review of
other alternatives, Housing Authority staff recommends purchase of the Howe Road Property
as being the superior alternative to meeting the Housing Authority's needs. The building at
the Property has over 14,000 square feet of office space and 52 parking spaces, which is
enough to meet all current client and staff needs, including parking and storage. Attached
hereto is as Exhibit C is a photograph of the building on the Property. Only minor internal
modifications are required for Housing Authority staff to move into the building. (See
Expenditure plan, below.)
B. Purchase Agreement and Other Costs .
Housing Authority staff has had numerous discussions with the owners of the Property and
eventually negotiated a sale price of $3,350,000,00, which is the appraised value of the
Property as determined by WestAmerica Bank.
Housing Authority staff recommends that the Board approve the purchase of the Property,
as set forth pursuant to the terms of the agreement attached as Exhibit A.
1) Proposed Removal of Contingencies.
Section 9 of the Standard Offer, Agreement and Escrow Instructions for Purchase of Real
Estate, sets forth a number of contingencies, which must be satisfied or waived by the
Housing Authority as a condition of the sale. Housing Authority staff has reviewed numerous
documents and conducted a number of the "due diligence reviews" of the property. The
following paragraphs address some of the matters which the Housing Authority must approve
as sale contingencies, and summarizes some of Housing Authority staff's reasons for
supporting the purchase of the Property.
a) No Significant Concerns Disclosed by Sellers. The sellers' have, in draft documents,
represented that the sellers are not aware of any problems on matters of concern, including,
but not limited to, material physical defects, soil conditions, natural hazard zone, hazardous
substances and mold, and fire damage.
b) Physical Inspection. On October 6, 2006, Housing Authority staff obtained a "Wood
Destroying Pests and Organism Inspection Report" from HT Pest Defense, Inc. The report
indicates that HT Pest Defense did not find any major termite issues with the building. In
addition, Robert Moore, the Housing Authority's Development Director, who has extensive
construction inspection experience, has inspected the building and has is of the opinion that
the building is sound.
c) Hazardous Substance Conditions Report. Housing Authority staff has reviewed an
Environmental Investigation Report (Phase 1 report) dated August 1998, prepared by Ingram
Mason & Fiarbairn for United Commercial Bank. Housing Authority staff is aware that it may
not rely on this report. However, based upon its review of the report, the commercial nature
of the building, and the sellers lack of knowledge of any matters of concern, Housing
Authority staff recommends that the Board accept any environmental condition (if any) on the
property.
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2870 Howe Road
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d) Title. Housing Authority staff has reviewed the preliminary title report and the
Convenants, Conditions, and Restrictions for the Property, and recommends that the title is
acceptable as represented in these documents.
e) Leases. There was a long term master lease between the sellers and a corporation
formed by the sellers. The sellers and the sellers' corporation have represented that this
master lease has expired. In addition, the sellers and the sellers' corporation have agreed
that, to the extent they have not already done so, they will terminate this master lease, as well
as waive any relocation benefits. (See Addendum to Standard Offer, Agreement and Escrow
Instructions for Purchase of Real Estate (regarding Sellers Waiver of Relocation Benefits.) In
addition, there are three other rental agreements, with either the sellers or the sellers'
corporation as landlord. Estoppel Certificates will be obtained to satisfy Housing Authority
staff that these tenants only occupy the building pursuant to month-to-month rental
agreements.
2) Other Moving Costs.
Housing Authority staff has roughly and conservatively budgeted $50,000.00 for other moving
costs. If this amount is exceeded, the Housing Authority will use its reserves. There will no
impact to the general fund.
C. Expenditures and Revenues.
The following is a rough allocation of expenditures arrd revenue sources for the project:
Expenditures:
Purchase Price $3,350,000
Closing Costs $ 33,550
Other Moving Costs $ 50,000
Building Improvements $ 125,000
Total Expenditures $3,508,550
Revenues:
WestAmerica Bank Loan $2,847,500
Section 8 Operating $ 661,050
Reserves
Total Revenue $31508,550
D. Westamerica Bank Loan.
Health and Safety Code section 34359 empowers the Housing Authority to borrow money
from private sources to be secured by means of deeds of trust. After seeking financing
proposals from a number of institutions, WestAmerica Bank was tentatively selected by staff
to provide financing for this project.
Housing Authority staff is seeking permission to borrow from WestAmerica Bank,
$2,847,500.00, at 7 1/4 percent, amortized over 25 years, with fixed payment of$20,805.36
per month for 10 years, after which a balloon payment of $2,282,612.78 will be due and
payable. At this time, the Housing Authority has sufficient reserves to pay cash for the
property. However, Housing Authority staff believes that the WestAmerica Bank loan is more
advantageous than paying cash because staff would like to maintain the reserves for
maximum flexibility to meet uncertain future economic conditions. Staff does not have a fixed
plan for retiring this debt, and intends to re-evaluate its financial situation with respect to the
loan and this building annually.
Among the loan documents that staff is requesting the Board to approve is a document
entitled "Government Certificate." This document requires the Board to authorize the
Executive Director and the Finance Director, to borrow up to $4,217,592.00. This amount is
the sum of the amount of the loan that is now before the Board ( $2,847,500), plus
$1,370,092.00, which is the amount of a pre-existing loan that the Housing Authority obtained
from WestAmerica Bank. The Government Certificate also includes a provision by which the
Board allows the Executive Director and the Finance Director to mortgage any and all
IiCLERMHOUSING AUTHORITY1Howe Road-120506 Bd Order.wpd
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2870 Howe Road
December 5, 2006
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Housing Authority property. However, the Executive Director and the Finance Director will not
execute any deed of trust to property other than the Howe Street Property.
E. CEQA
The Community Development Department has recommended, and the Board is requested to
concur with the Community Development Department and determine that this project is
exempt from the California Environmental Quality Act (CEQA) under CEQA Guideline section
15061(b)(3) (general rule of applicability) for the following reason: It can be seen with
certainty that there is no possibility that the activity may have a significant effect on the
environment. A copy of the Notice of Exemption prepared by the County Community
Development Department is attached.
IV. CONSEQUENCES OF NEGATIVE ACTION
The Housing Authority will not be able to purchase the Howe Street property and will continue
to operate with insufficient storage and parking for clients and staff at the current building and
pay annually increasing lease rates of 3%.
19CLERMHOU61NG AUTHORITY1Howe Road-120506 Bd Order wpd
' EXHIBIT A
OCT-31-2006 15:09 FRO((-COLLIERS INTERNATIONAL 9252790452 T-154 P.002/014 F-606
i «
STANDARD OFFER, AGREEMENT AND ESCROW
INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non-Residential)
AIR Commercial Real Estate Association
_ Axlgue[ 2006
(Date for Reference Purposes)
1. Buyer•
1.1 Housing Authority of rhe Councy of Concra costa II"Buyer")
hereby offers to purchase Ina real property.hereinafter described,from Ohe lyi toe"Parties"of inaviou3uy,a"Pai
through an escrow("Escrow")to close 30 or le e e pays after me waiver or expiration of Ina Buyer's Contingencies, ("Bxpeeted Closing -
Date')to be Help by_North American Ticle (^Escrpw Holder")whose address is
500 walnut Ave., Valle- o, CA 94592 Attn: Nani Treat J
_ ,Phone No. (707) 649-5074_ ,Facsimile No. (707) 649-5067
upon me terms dna conditions se(form in this agreement("Agreemw0 ). Buyer shall nave die nghi to as6ign Buyers rights hereundei but any 6ucn
assignment snail not relieve Buyer of Buyer's opllgations pereln unless Seller expressly releases Buyer.
1.2 The term"Data of Agreement"as used herein shall Do the date when by execution and delivery(as defined in paraorapn 20.2)of/nig
document or a supsequem countarolTor thereto.Buyer and Seller nave reached agreement in writing whereby Seller agrees to sell.and Buyer agrees to
purchase,the Property upon terms accepted by doth Parties.
2. Property.
2 1 TOO real property('Property")mat is the sypieci of this offer consists of(Insert A brief physical description)_a two-story-office
building (wirh surroundinct__e_urface parlting) con[ainin9 pproxima Lely 15,246 6q.fton
approximately .34 acres _
is located In me city of Martine•: _ county of Contra Costa
Staleof California _ ,Is commonly Known by me street address of 2870 Howe Road, Martinez, CA
94553and is is legally described as: Parcel Map. 113 Face 25 Parcel B
(APN: 376-090-018-7
2.2 If me legal aoscnpbon of Ina Property is not complete or Is inaccurate,this Agreement snail not be Invalid and Ina legal description shall De
completed or Corrected to meet me requiroments of the bender
(-Title Company").which snail Issue me tills policy hereinafter aescriped. -
2-3 The Property Includes, at no additional cost to Buyer. me permanent improvements mareon, Incluaing f0o$e items wnlch pursuant to
applicable law are a pan of the properly,as well as the following hems, if any. owned by Seller and at present located on free Property. electrical
dismbuuon systems(powe(panel,ous dueling,ronquns,disconnects,lighting fixtures);telephone distribution systems lines,jaCxs and connections
only):space heaters,miarria,ventilating, air conditioning equipment('HVAC');air lines;fire sprinkler systems:security and fire selection systems;
carpets:window coverings,wall coverings;and N/A
(collectively,ir'Improvements") "
2,4 Tne bre sprmKlet mo(i F3 to owned by Bellec and Inctuded in Ute Purchase Price, Cl Is leased by Seller,and Buyer will Heed to negogate a
now lease with the fire monitoring company,or 6'1 ownership will 00 delemineo during Escrow.
2.5 Except as provided in Paragraph 2.3,the Purchase Price does not include Seller's personal Property.furniture and furnishings,and
at of
wnicn snail De removed by Sailer prior to Closing
7. Purchase Price.
3.1 The purcnaee price("Purchase Price")to be paid by Buyer to Seller far the Property shalt be$3_355,0 00 00 . payable as
follows; _--
(a) Cash down payment,including me Deposit as defined in paragraph 4.3(or if an all cash
transaction.Ina Purchase Price): $671.000-00
(Str1Au final
applcable) (b) Amount of"New LDan"as defined in pa(agraph 5.1,if any: $2,6$4.000,00
(c) Buyer sna11 lake lilfe to the Property suplect to and/or assume One following existing dead($)of
trust("Existing Dead(s)of Trust")securing the swsting promissory Motels)('Existing Note($)');
EII--All-€�siglg-Nett{-FirW�JWa=}swlRaRvnpaid�rigsipaF9alagceasot-the--
__...._
saidpiiisi P six ia-payawa-aFS--
fS4rih@-,f-0 r -- Full1delfig M! rs8f3H FRIO at
-_ nnitni+lAlirpai4(dgq/Or111�-
appNEadl9)---- e;riife un p3id-Qa1aAee4"UK3-QA---
—_.... .(it)--Afl-�xif'.NFig�`rete-(�$egdrld-PI6t8-)-wllPdl}-gRpare-pflflelpol-631an6B-aii-al-NO
_Closing-Bf-2pprextmalely.- ....-- .. �
•..- inGwxigigfefest-a[me-rate-sF- --;�pefannurwuntifPaih(anp+oFrn�-
...__ -nufa+Ni9;�9alanaeaa-due-erg-- --},
F&tiNaitAeN---...�:T-^..yer-Shaltgive Selier-adeeq oNf"m 1"Pprsha$o-Mohey-Dead-eLTruSFj-ertirls-.
applcable)-- prepany;+o-sesufetRfrpromiasory-Beta-eF-Buyer-teSeNer-tlescrip�apa-fi--
--- `�:,chaso-MdAsy-NWagmtneamei>i�----- i
Total Purchase Price: $1,355.000-0.0
PAGE 1OFA
ff,IITALS - I rr� T ALS--
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3.2 If Buyer is taking title to the Property subject to,or assuming,an Existing Deed of Trust and sucn dead or trust permits toe Deneficlary to
demand payment of fees Including,out not bmitoa to.points,processing fees,and appraisal fees as a condition to ins transfer of lite Property,Buyer
agrees to pay such fees up to a maximum of 1 5%of Ina unpaid principal balance of the applicable Existing Note.
4. Deposits.
4.1 X Buyer ties aMivered to Broker a cneck In the sum of$33,750.00 _ ,payable Ed Escrow Holder,10 De held ny Broker
unlit Dom Parties nave executed this Agreement and the executed Agreement has user,gellveraq to Escrow Holder,or Q Buyer shall deliver to Escrow
Halder a check in the sum of $ wren born Partes have executed this Agreement and the executed
Agreement has been gelivered to Escrow HOlder, When Cashed,ins cneck snail as deposrteq into Ens Escrow'&tmsl account to be appheo Edward the
Purchase Price of the Property at toe Closing. Should Buyer and Seller not enter into an agreement for purcnase and sale,Buyer's check or funds
snail,upon request Dy Buyer,De promptly returnea to Buyer.
4 2 Aodntion3l aeposits;
(al Wilnin 5 business days after me Dale of Agreement.Buyer shall deposit win Escrow Holder trio agdiuonal sum of
$^__ to De applied to toe Purchase Price at The closing.
(0)Within 5 business days atter me contingencies discussed in paragraph 9 1 (a)mrough(k)are approved or wa Vaq,Buyer snail deposit
win Escrow Holder the additional sum of$100,000,00 to pe applied to the Purcrase Price at me Closing.
4.3 Escrow Holder snail deposit Ins fungs geposlreq min it oy Buyer pursuant to paragraphs 4.1 aid 4.2 icoliati ve{y Too'Deper.11"L In a State or
Federally cnan erea Dann in an Interest oearing account whose term is appropriate anal consistent with Ira timing requirements of This transaction.The
(merest therefrom snail accrue to too benefit of Buyer,woo nereby acknowledges Inat there may as penalties or interest forfeitures if Ire applicable
Instrument Is redeemed prior 10 its specified malurily. Buyer's Federal Tax Igemificagon Numoef isNOTE.Such
interest oearing account cannot oo opened until Buyers Federal Tax Icenrlication Numoer,s prorleed. _
"-
5. Financing Contingency.(Strike if not app/icaple)
5.1 Tnis offer Is contingent upon Buyer Obtaining from an Insurance company,financial institution of olner tender,a commitment to lend to Buyer
a sem equal to At least so %of Ins Purchase Pnra,at terms reasonably acceptable m Buyer.Such loan('New Loan)shall De secured py
a first deed of bust of mon9age on me Property.IT MIS Agreement p(Ovlgee for Seller to carry back junior financing,than Seiler shall nave me mill Io
approve ala terms of me New Loan.Seiler shat nave 7 pays from receipt Of the commitment setting fbnn the proposed Terms of toe New Loan to
approve or disapprove of such proposed terns. If Seller falls to nutty Escrow Helderin writing, of Cone cl sapprovai within said 7 days it snail be
conclusively presumed that Seller nas approved Ire terms of the New Loan.
5.2 Buyer horsey agrees to au gaimy pursue obtaining Ina New Loan. If Btlyef shall fall to notify Its Broker,Escrow Holder and Seller,in
writing within _ 45 days following the Data of Agreement,that the New Loan has not been obtained,it shall be conclusively presumed
that Buyer has either obtained said Now Loan or has waived this New Loan contingency.
5.3 It.after due diligence,Buyer snail nogty its Broker,Escrow Holder and Seller.In writing,within mo Time specified in paragraph 5.2 hereof,that
Buyer has not obtained Said New LOAD,EMs Agreement shall De terminated,and Buyer snail DO entitled to Mo prompt return of me Deposit plus any
Interest earned maroon,less Only Escrow Holder and Title Company Cancellation fees and costs,-Mich Buyer Shall pay.
6. Seller Financing tpufchasei Money Nate), fStogre if nor appocabra)
6.1 Tne Purchase Money Note snail provide for rnlerest an unpaid principal at the rate of per annum.witti principal and
interest paid as follows '"-
The Purchase Monty Nate and Purchase Money Deed at Trust shall pe on Ina current forms commonly usea Dy Escrow Holder,andpe junior and
subordinate only to the Existing Notels)and/or the Now Loan expressly called(of by cors Agreement.
6 2 Tne Purchase Money Note and/or the Putconse Money Dseq of Trust shall contain provisions tegardmg ins IoiWwmg Isola also pamompn
10.3(D)1:
(a) Prepaymant.Principal may De prepaiq in whole or In parr at any Ante wldlOul Penalty.At me option of me Buyer
(b) Late Coarpo.A late CDarge of 6%shall De payaole with respect to any payment of principal,Interest,or other charges,not made within
10 days after itis due.
(c) Due On Safe.In the avant me Buyer sells or transfers title to Ens Propeny or any portion thereof,men me Seller may,at Sellers option,
require Ins entire unpaid Dalance of saiq Note to De paid in tua.
6.3 If Ins Purcnase Money Deed of Trust is to be subordinate to owner financing,Escrow Hower snail,at Buyer's expense prepare and record on
Seller's Denali a request for notice of a6faull andlor sale with regard to each mortgage or deed$of trust to which it will De subore,nate,
6.4 WARNING:CALIFORNIA LAW DOES NOT ALLOW DEFICIENCY.I000EME.NTs ON SELLER FINANCING. IF BUYER ULTIMATELY
OEFAULTS ON THE LOAN,SELLER'S SOLE REMEDY IS TO FORECLOSE ON THE PROPERTY.
1. Real Estate Brokers.
7.1 Tne fallowing real estate hroker(a)("Brokers")and OfOkefag9 relatidnsnips exist in This transaction and are consented to by Ino
Parties(cneck the applicable boxes):
Q _-___ __._ _ represents Seller exclusively('Seller's Droke(');
represents Buyer exciusively("Buyer's Draker-):of
El Colliers Internacional represents born Seller and Buyer("Dual Agency')
Tne Panes acknowledge that Brokers are Iiia procuring cause of mis Agreement.See paragraph 24 regaroing the nature of a real estate agency
relationship. Buyer shall use the services of Buyers Broker exclusively in Connection with any and all negotiations and offers wim feepect to the
Property for a period of 1 year from the data inserted for reference purposes at the lope of page 1.
7.2 Buyer and Seller each represent and warrant to too other that helshe/i has had no dealings with any person, film, broker or finder In
connection win Ire negobaaon of IIs Agreement and/or roe consummation of trio purcnase and sale contemplated regain,other than me Drokers
nomad in paragraph 7.1,and no broker or Omar person. firm or enilTy.Omer man said Brokers Isfaie enTiOad t0 any commission or finder's fee ib
connection with tiros transaction as me result of any ae311nfis or acts of such Party.Buyer and Seller do each nereby agree to Indemnify,defend,protect
and Mold the Diner narmless from Arlo against any costs,expenses or liability for compensation,commission or enafges which may be ciaimi:a Dy any
broker,under or Otter similar party,owner man sale[named BfOkefa Dy reason Of any dealings or act of Ina indemnifying Parry.
8. Escrow and Closing.
B.1 upon acceptance hereof by Seller.This Agreement,Including any coumaroffers incorporated harem py Ina Parties,snail constitute not only
The agreement of purchase and sale pelween Buyer and Seller,but also Instructions to Escrow Holder tar the consummation of the Agreement mrougn
Ins Escrow.Escrow Holder shall not prepare any furthor escrow mspuclions restating or amending me Agreement unless spepflca0y so instructed by
ins Parties w a Broker Dereln.Subject to the reasonable approval of inti Panes,Escrow Halder may,however,include Its standard general escrow
provisions.
8.2 As soon as practical after me receipt Of this Agreement and any relevant counteroffers,Escrow Halder shall ascertain me Date of Agreement
as defined in paragraprs 1.2 Ono 20.2 and advise mo Panes and Brokers.In writing,of me date ascertained.
8.3 Escrow Holger Is Hereby authoozed and instructed lO conauct toe Escrow In accordance with Ihis Agreement,applicable law and custom and
practice of the community in wnlch Escrow Holdef is located,including any reporting requirements of Ins Internal Revenue Code.In me event Of a
conflict between me law of 100 state where me Property is located and Ins law of the slate*rare the Escrow Holder is located,toe law of the state
wnere me Property is located snail prevail
6.4 SrOjeCT to satisfaction of toe Cummgen Cies Derain oescrinea,Escrow Holder snail Close tnls escrow(Ina'closing')by recording a general
warranty ailed la grant geed In Caldbrnia)and the other aea.ments required to be recorded,Ano Dy disbursing the funds and oocumenu,in accordance
with this Agreement.
8.5 Buyer and Seller snarl each pay one-half of me Escrow Holder's changes and Seiler shall pay Ilia usual recorging fees Ann any requited
dOcbmOelary transfer lanes.Seller Snail pay 1110 Premium for a Standard coverage Owner's or joint protection policy of title Insurance.
66 EStrow Hower sMall verity mat all of Buyers contingencies have Dean s3As(led Or waived pop( to Closing. Tog matters conminea in
paragraphs 9 1 suoparagrapns(D),(C).(d).(e),(g),(1).(n),and lo),9.4,9.5,Q.13,14,16,18.20,21,22,anq 24 are,nowever,matters of agreement
between the Parties only and are not instructions to Escrow Holder.
fw
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11.7 If this Varsachon Is terminated for rlon•saysfacnon aria non-waive(of a Buyer's Contingency,as aofineq in paragraph 9,2,then neither of me
P3nlas shall Inereafrer have any liability to Ine other linear This Agreement,except to Ins extent of a areach of any adirmabve covenant or warranty in
Mis Agreement. In Ina event of such termination. Buyer Snail De promptly rofunaeo all funds OeROsiled by Buyer with Escrow Holder.less only Title
Company and Escrow Holder Cancelidhon fees aria costs.all of winch shall be Buyers opligalion.
8.9 The Closing shall oceur an me Expected Closing Data,or as soon hereafter as Me Escrow is,n condition for Closing:provileq,nowever,that
it via Closing does not occur by the Expected CIOshg Date and Salo Date is not extended by mutual instructions of ma Parties,a Party not then in
default under his Agreement may notify the other Patty.Escrow Molder,aria Bfotiefs,in wilting Trial,unless the Closing occurs within 5 business days
following silo notice,Ina Escrow shall be deemed terminated witnout further nonce or instrticiidnS.
8.9 Except as otherwise provided nerem,The terininadon of Escrow shall not relieve or release eltner Party from any obligation to pay Escrow
Monera tees and costs or constitute a waiver,release or alsem3rue of any oreacn of default mat has occurreq in the performance of Me obligations.
agreements,covenants or warranties oontalneo Therein.
8.10 If this Escrow Is terminated for any reason other man Sellers bfeden or default,men at Sellers request,and as a congihon to the folurn of
Buyer's deposit,Buyer shall within 5 days after written request deliver to Seller,at AD Charge,copies of all surveys,enoineenng studies,sod(epons,
maps,master plans,feasioility studies and other similar items prepared by or for Buyer trial pertain to Me Property.Proviaed,nowever,that Buyer shall
not be raquirbo to deliver any such repon if the written COnui which Buyer entered Into with one consunanl who prepared such report specifically
formas ine dissemination of toe repon to others.
9. ComiOgencies to Closing.
9.1 Too Closing of title transaction is contingent upon Ina satisfaction or waiver of The following contingencies.IF BUYER FAILS TO NOTIFY
ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT
SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM.MATTER OR DOCUMENT Buyers conditional approval
snail constitute disapproval.unless provlslon n made by Me Seller witnrt Toe time specified Therefore by me Buyer in such con lalonal approval or by
This Agreement,wnicnaver is later,to(the satatachan of me condition Imposed by the Buyer.Escrow HOlgef shall promptly provucle an Parties wan
copies of any writlen disapproval or conditional approval which it receives.Wial regard to subpafagfapns(a)Inrougn(1)ins pre•pruo time periods
snail Control unless a different number of days is Inseneq In ins spaces provided.
(a)Uisclasure.Seller snail mane to Buyer,througn escrow,all of the applicable disclosures required by law(See AIR Commercial Real Estate
Association("AIR")stanoara form entitled"Seders Mandatory Disclosure Statement')ane prOvlda Buyer with a completed Property information Sheet
("Property Information Sheet')concerning ins P(Openy,duly executed by or on beflaif of Seller In ins current form or aquivaient to mar PuDiisned by
the AIR waren 10 ar T_-_Jaye following the Date of Agreement.Buyer nas 10 days from The receipt of Bata disclosures(O approve or disapprove
Ina madefi lisdosad.
(b)Physical Inspection, Buyer has 4Cl-W 20 days from ins receipt of ine Property Information Sheet of he Date of Agreement.
whichever is later,to satisfy itself with regara to me physical aspects and size of me Property.
(C)Hd114rdou5 Substance Conditions Report.Buyer Mae 30 at -- MAYS from Me receipt of ins Properly Information Sheet O1 line Date
of Agreement,whichever is later,to satisfy Itself win regard to Ma enveonmenlal aspects of The Prop9ily.Seder recommends mal Buyer obtain a
Hazardous Suoslance Conditions Report concerning 10a Property and relevant adjoining propenles.Any sucn report snail be paid for by Buyer. A
"Hazardous Substance"for purposes of Tnis Agreement is defined as any substance whose nature anovor quantity of existence,use,manufacture,
disposal or affect,render It subject to Federal,state of Total regulation,investigation,rememation or removal as potentially Injurious to pubhc Mealin or
welfare.A"Hazardous Substance Conaltion"for purposes of thus Agreement is aefinacl as the axlstan Cil on, under d(falOvantly adjacent to ins
Properly of a Hazardous Substance mal would require remegiabon analof felTIOval Unger applicable FOgeral.state or local law.
(d)Soil Inspection.Buyer nas 30 of- -- Maya from the receipt of ins Property Information Sneer or The Dow of Agreement,whichever is
later,to satisfy Itself with regard to the condition of ineme soils an me Property.Seller recommends that Buyar obtain a soil test repon.Any such repon
snap be paid for by Buyer.Seiler snail provide Buyer copies of any soils repon trial Seller may nave wiinin 10 days of the Date of Agreement.
Tel GovammBnfal Approvals.Buyer nas 30 OF 60 days from Me Date of Agreement to satisfy itself with regard to approvals and
permits from governmental agen6es or departments which have or may nave jurisdiction over the Property and which Buyer deems necessary or
gesirable in connection with its mtenclea use of the Property.Including, out not limited lo,parmite and approvals required wort respect to zoning.
Planning,Oulloing and Safety,fire,police,nanoicapped one Americans wiin DlsabltiT168 ACI requirements,transportation and environmental matters.
(H Conadrons of Titre. Escrow holder spall cause a current commitment for Gee insurance(Title Commitment")concerning he Property
issued by one Title Company,as well as legiole copies of all documents referred to In IRB Title Commitment("UAdonying POcumeAts")to be delivered
to Buyer within 10 OF -- aays following the Date Of Agreement.Buyer has io days from the receipt of me Title Commitment and Underlying
Documents to satisfy itself with regard to the condition of tone Tne uisapprovol of Buyer of any monetary entumorance,wnicn by ins wrms of this
Agreement,s not to remain against ins Property after the Closing. snail not be cOMioared a failure of this Contingency,as Seller anall nave ine
oDllgawon.at Sellers axpense,It satisfy and remove such disapproved monetary enCumDrance at or oefore me Closing
(g)Spivoy.Buyer nas 30 t -- pays from the receipt Of Intl Title Commitment and Underlying Dgcumenis to sausfy itself wiin(agard
to any ALTA lAta supPtement based upon a survey prepared to Arnepcan Lana Title ASadalahon('ALTA")sian03mS for an owners policy by a licensed
surveyor,Snowing ins legal description and boundary lines of one Property,any easements of record,and any improvements,poles,structures and
Things located witrhn 10 feet of either side of me Property Dounclary,lines,Any Such survey shall be prepared at Buyers dirochon aria expeosa.If Buyar
has obtained a survey and approved(Me ALTA tide suPPIOiTlOnt.Buyer may elect wilRln the period allowed for Dover's approval of a survey to have an
ALTA extended coverage owners form of tine policy,in which event Buyer shall pay any adliianal premium altoputable meroro.
(n)Existing LOa Ser and Tenancy Srarements.Seller shoji within g0-Of 20 Days of the Date of Agreement prowl*Dom Buyer and
ESCTOw Halder with legible copies at all leases,s4bleaS93 Or rental arrangements(Collectively,'Existing Leaser")affecting IRB Property,and wim a
tenancy statement("Estoppel CenificatB')in all latest form or equivaleel TO mal puDllsheO Dy Into AIR,executed by Seller anolor each tenant and
subtenant of ins,Property.Seller shall use its best efforts to nave each tenant complete and execute an Estoppel Cemficate, If any tenant fads or
refuses 10 provide an Estoppel Certificate man Seller shall complete and execute so Estoppel Certificate for lost tenancy.Buyer has 10 days frorn rho
receipt of Sala Existing Leases and Estoppel Caftihcate5 to Satisfy Itself with regsrd to the Existing Leases and any other tenancy Issues.
(i) Other Agreements. Sellar snail witnln 10 of -- days of the Date of Agreement provide Buyer with legible copies of all Omer
agreements ("other Agreements") mown to Seller mal will affect toe Properly after Closing, Buyer has 10 clays from ins fecoipl of Said Diner
Agreements to satisfy itself with regard to such Agreements.
0)Financing.1t paragraph 5 hereof dealing with a financing contingency has not Dean slnCxen,the satisfaction or weiver of sucn New Loan
contingency.
(Ie)Existing Notes.If paragrapn 3.1(c)has not been stricxan.SBlwr snail wuhin 10 ar -- days Of the pate of Agreement provide Buyer
with legible copies of the Existing Notes,Existing Deeds of Trust and relates agreements(cullecGvely, Loan Documents`)To wnicn the Property will
limen subject after the Closing.Escrow holder small promptly request from ins nolders of tree Existing Notes a penehciary statement("Beneficiary
Statement')confirming: (1)ma amount at The Itnpalo principal balance,ma current interest rata,aria ins date to wnicn interest is Palo.and(2)ine
nature and amount of any impounds Field by Ina penehciary in connection wan such loan.Buyer has 10 BF days from ilia receipt of ins Loan
Documents and Beneficiary Statements to satisfy itself-,In regard to sucn financing.Buyer's obligation to close is conditioned upon Buyer piling able to
purchase me Property without acceleration or change In the terms of any Existing Notes of Cnareas 10 Buyer except As Otherwise provided In MIs
Agreement or approved py Buyer,provided,nowever,Buyer shall pay Ina transfer toe retenea to in paragrapn 3.2 hereof.
(0 Personal Prdperl In ins event Mat any personal property Is included in Me Pufenase Price,Buyer nas 10 of -- days from ine
Date of Agreement to satisfy itself win regard to tris ilia condition of such personal properly.Sailer recommends trial Buyer obtain a UCC-1 report Any
Burn report shall De paid for Dy Buyer.Sellzr snail provide Buyer copies of any Gens or encumDrances affecting sucn personal properly that it is aware
of within 10 or- -- days of the Dale of Agreement.
(m)0e5ir1061),Damage or loss.Two snail not have ocmrract prior to IRB Closing,a destruction of.or damage or lass to,the Property of
any portion thereof.from any cause wholsoaver,which would cost more loan$10,000-00 to repair or cure.If Me cost of repair or cure Is$10,000.00 or
less,Seller snail repair or cure the Toss proof 10 the Closing Buyer shall nave the Option,wllnin 10 pays after lecelpl at written notice of a loss coshn0
mete than x10.000.00 to repair or cure,to ether terminate This transaction or to purchase.the Property ndtwgristatldmg sucn loss.but without geaucbon
or offset against Ina Purchase Price.If Ina cost to repslr of cure is more than$10,000.00,and Buyer goea not elect to tefminate tins Iraniia"OO,Buyer
shall rte entitled to any insurance pfoceeas applicable to such loss. unless coulenvise no4fisa ,n writing. Escrow Holder shall aseume no such
destruction,damage or toss has accurrod prior to Closing.
(n)Material Change,Buyer snail have 10 days following receipt of written notice of a Material Change within whim to satisfy itself with regard
to sucn change."Material Change"snail mean a change in Ina Awnus of the use,occupancy.Tenants,or conaition of the Properly Mal occurs after ale
date of ins offer and prior to the Closing.Unless 0106iwise notified in wndng,Escrow holger shall assume that no Material Cnange nas occurred prior
to the Closing,
to)Salter Performance.The delivery of all documents and one cue pedonnance Oy Sellar of each and every unaertaxing and agreement to oe
PAGE a OF 8
ALS IN IAL
02003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFA-9.31046
-777 y , CCT-31-2006 16:11 FR03t-CgLItERS INTERNRT(gNAL B262T44d52 T-t6d P.446(416 f-646
peffoimed by Seller under MIs Agteemeni.
Ip)Warranties.That each representation 25114 warranty of Seller herein De true And correct as of the Closing Escrow Holder shall assume that
mis oonabon nag been smisfeo unless notified to the contrary In wrong py,any Party prior to me Closing.
tq)Brommi ge Fes,Payment at the Closing Of such prokeraga fee its I$specified in this Agreement or later writton instructions to Escrow
HOider oxeCgIOO Dy Seiler and DrOkarS("Brokerage Foe") It is agreed by the Parties and Escrow Molder that Brokets are A third parry beneficiary of
mis Agreement insofar a3 ma Brokerage Fee is cuncemed,and mat no change snail to made wog respect to the payment of pie Br0orage Fee
speclflea in this Agreement,without the whiten consent of Brokers.
9 2 All of the corttingencies specified in subparagraphs(at through tp)of paragraph s.1 are Ids the benefit of,and may be waived Dy,Buyer,and
may be elsewhere harem referred to as"Boyar's Contingencies."
9.3 If any Buyers Contingency or env other mailer suojecl to Buyer's approval is disapproved as provided for horein n a timely manner
cDisapproved Rem-),Seiler snail have me Trani wlmm TO pairs fallowing me receipt of notice of Buyers disappravai to elect to cure such Disapproved
Item prior to Ina Expected Closing Data('Sailer;Election").Sellers failure to give to Boyer within such pIs6od,wotlen notice of Sellers Commitment to
Cure sucn Disapproved item on or Delore the Expactoa Closing Date shall Ds conclusively Pr6sumsd to be Sellers Election not to cure soon
Disapproved Item,It Seller elect$,eimer by widen notice Or failure to give written notice,not to Curd a Disapproved Item,Buyer shall nave me election,
within 10 lays after Sellers Election to either accept title to me P(OPerly Subject to such Disapproved Item.or to terminate tins transaction.Buyer's
rauure to na4fy,Sailer in wilting of Buyer's election to accept title to the Property subject to the Disapproved Item without deduction Or offset snail
constitute Buyers election to terminate IMS Iransacuop Unless expressly provided oererwlise obtain. Seller's right 10 cure shalt not apply to the
remadinon of hazardous Substance Conciluons or to the Financing Contingency.unless Ina Patties mutually instruct otnSrwtse,it the time periaos foe
1ne satisfaction of contingencies or for Seller's and Buyer's said Elections would expire on a date after the Expeged Closing Date,me Expected Closing
Data shall be Deemed extended for 3 business days following Tne expiration Of (a)Ina applicable contingency per,od(s).m)the period wmun which me
Scher may ol"i to cure me Disapproved Item, OF(a)if Seller elects not to cure, me period within which Buyer may elect to proceed with mis
transaction,whicnever is later.
9.4 Buyer unRe{sidnds and agrees mat until Soon time as ail Boyers Contingencies have peen satisfied or waived.Seiler andtor uS agents may
solicit,emenam and/or acc0pi back-up offers to purchase the ProPerry.
4.5 The Parties acKnowledge that extensive local,slate and Federal legislation establish proud liability upon owrors and/or users of real property
(or me investigation and remediation Of M32ardaus SuDslances Trig astarminaban of The existence of a hazardous Substance Condition and true
evaluation of the impact of such a condluon are highly technical and Devoid the expertise of Orciers.Trig Padres acknowledge mat they have been
advised by Brokers to consort their own technical and legal experts with respaci to me possitsle presence at hazardous SuDslances on me Property Or
calamine propert,o$,dna Boyar and Sailor arc not retying upon any inv tvioawon by or sratemein of Rmxcrx with respect merelo.Tne Panics horsey
assume all resporuboildy,for me impact of sucn Hazarlous Suostances upon their respective Interests hairpin.
10. Documents Raqubeel at or Wore Closing:
10.1 Five days prior to ma Closing data BsCOw Nolder shall obmm an updated Title Commitment concerning the Property from one Title Company
and provide copies ineroof to Soon of Thai Pardee.
10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at Ina Closing:
(a) Grant or general warranty deed,duly oxacuted and in recordable form,conveying fee bile to me Properly to Buyer.
(D) it applicable,me Beneficiary Statements COnCern+ng Existing NOlets).
(c) If applicable. me Existing Leases and Omer Agreements IOgetnOr wife duty executed asslg11menls thereof by Seller and Buyer. Tne
assignment of Existing Leases shall be on me most recent Assignment and Assumption of Lessars interest in Lease form PUD115nea Dy the AIR or its
equivalent.
(a)If applicable,Esmppel Certificates executed by Seller and/or toe tenants)of the Property.
(e)An affidavit execu(ed by Sailor TO mo affect mat Setter is 1101 a'foreign person" imil Rig meaning of Internal Revenue Code Section 1449
or successor statutes.If Seller does not provide such aff civil in form reasonably satisfactory to Duye(at least a business days prior to me Closing,
Escrow?folder snail at the Closing viii from Sellers proceeds and remit to Internal Revenue Service such sum as is requwed by applicable Federal
law with respect to poria ass from foreign sellers.
II)If ih6 Pfopany 15 vacated In California,an affidavit executed by Seiler to mo affect that Seiler Is not a"nonrosigont"within one meaning of
Cailtbmia Ravenve arm Tax Code Section 18662 or successor siatutes.if Sailor does not provide such affidavit in form reasonably satisfactory to Buyer
at least 3 ouSuIeSS using prior to me Closing.Escrow Molder shall at the Closing oeduct from Sellers proceeds and remit to uta Franchise Tax Boara
soon sucn as 6 requited by sucn slawte.
(g)If apphcabta,a Dill of sale.duty exsCUleQ eonvoying bile to any induoed personal property to Buyer,
(h)If Ino Seller is a corporauan, a oulY exeCuted corporate resaiuhon authorizing the execution of this Agreement and me said of the
Property.
10.3 Buyer small eoltvor to Seller throdgh Escrow:
(a)The casn portion of the Purcnase PACs and soon addituoe,sums as are factouss of Buyer under this Agraemont snafi De aepOsNed OY
Buyer witn Escrow ho)gor.by federal funds wiry Transfer,or env Cities method acceptable to Escrow Mdldor as Immediately collectable lungs,no tater
than 2.00 P,M.on Ina Dustiness day prior to the Expected Closing Oate. exdcutod originals of those
to)rf a Purchase Money Nota aril Pulanase Money Deed of Tnrsf are tailea for by this Agreement,the dolt
documents,the purchase Money D000 of Trust being in recordable form,tDgetner with ii of(ire insurance on one improvements to toe amount of
me full(eplacament cost naming Saber as a mortgage loss payee,and a real estate tax service contract jet Buyers expense),assuring Seller of notice
of the status of payment of real property taxes during the life of ma Purchase Money Now.
(c)Tne Assignment and Assumption of t Olwwirs Interest in Lease form specitied in paragrapr 10.2(c)&pave,Duty S,,60A1ed Dy buyer.
(a)Assumptions amy axecutea or Buyer of the aphgations of Seller trial accrbe after Closing under any Other Agreamen1S
(e)if applicants,a written assumption duly ex0cuted by Buyer of the loan documents with respect to Existing Notes.
(f)it me Buror is a corporation,a duiv executed corporate rosolubon uUmiadzing me execution or Rus Agreamem and the purcmasa of me
Property.
10.4 At Closing,Escrow Molder snall cause to be iasuad to Buyer a standard coverage(or ALTA extended,d {g)1 elected pursuant 10 9.t owner's
form policy of lips insurance effective as of Ina Closing,issued by me Title Company in The full amOunt of the Purchase Price,Insuring 11110 10 me
Property vested in Buyer,subject only to one exceptions approved Dy Buyer.In the event There is a Purchase Money Deed of Trust In this bansao40n,
me policy of one insurance snail be a tom,protection policy insuring nom Buyer and Seiler.
IMPORTANT:IN A PURCHASE OR EXCHANGE OF HEAL PROPERTY,IT MAY BE ADVISAPLE TO OBTAIN TITLE INSURANCE IN CONNECTION
WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST
IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR
INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING-
it. Prorations and Apjoslments.
11.1 Tares. Applicable real property texas ono special assessment Donds shall no prorated through Escrow as of me date of toe Closing,Dosed
upon the latest lax Dai avaiteole.The Parties agnea to prorate as of Sna Closing any loxes assessod against the property Oy supplemental bio levied by
reason of events occurring prior to me Closing Payment of me prorated amount snail De maaD promptly in cash upon receipt of a COPY of any
supplemental Dill.
11'2 insurance. WARNING: Any insurance -110 Sailer may have maintained will terminate on the Closing. Buyer is advised 10 Obtain
appropriate insurance to cover die Properly.
11.3 Rontars,interest and Expanses, Sche4uted rentals,interest on Existing News,unities,and operating expenses shark be prorated A$Of mo
date of Closing.The Parties agree to prompny ndlosi between themselves opp ide of Escrow any rums received after The Closing.
11,4 socuply Deposn,security Deposits Moto Oy Seller Shall tie given To Dwyer as a creast to Ina G35n required of Buyer at me Closing.
11.5 post Closing Matters.Any Item tb De prorated that is not determmee or determinable at m8 Closing snail 130 promptly acoustic Dy me Parlits
by appropriate cash payment oulsido of Int Escrow wnbh me amount cue i5 determined.
11-6 VOAattOnS+n ExrSorrg Nes Batanaes, in me event trial Buyer is Purchasing the Property 5ub)bct 10 an Existing Dead of Trust(s),and in Ind
event Ictal a Beneficiary Statement as to me applicable Existing Notes)discloses met Ina unpaid principal Distance of sucn FAIL Notes)at the
cAosing will De more or less than toe amount set lorlo in paragraph 3.1(c)hereof("Existing Note VadallOW1,men Ina Purchase Money Notes)snail De
reduced or increased M,an amount equal to such Existing Note variation.If there is TO ba no Purchase Money Note,the cash required at the Closing
per paragrapn 3.1(x)snau Do reduced or mC(Oased by the amount of Soon Exisuno Note variation.
11 7 variations in Now Loan Balance in toe event Buyer is obtaining a New Loan and Ina amount humately,obtalnsO exceeds me amount sat
form in paragrapn 5.1.men ma amount of the Purchase Money Nota,It any.Soso pe roduced by The amount of such excess.
12, Representation and Warranties of Seller and Disclarmars.
12.1 Sellers wariamies and representation$shalt survivethe Closing and delivery of me dead tot a Period Of 3 years,and,ale true,material and
renes upon by Buyer ano BrOKerS in all respects.Seller hereby m iKod the following warranties and represeniagons to Royer and t3roKere:
PAGE 4OFa ��,r�/C�-+-,��w�
TIALS INtaF= TIAt.a
02443-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFA,5-3104E
004-31-2096 15:12 FROM-COLLIERS INTERNATIONAL 9252799452 T-154 P 0091014 F-909
to)Authority of Seller Seller is trip owner of me Property amovor pas The full ngm,power and autnopty,to sell,convey and transfer Ina
Property is Buyer as prawoed herein,ane to perform Sailer's obligations nereuncor.
(b)Maintenance During Escrow and Equipment Condition At Closing.except as otherwise provldeq in paragraph 9 1(m)nerebf,Seller shall
maintain me Property,wisi file Closing in its pre#Ent condition.Ordinary wear and tear excepted.The HVAC,plumping,alevamrs,loading peers Ana
electrical systems snail rein good operating order and condition at Ina time of Closing.
(et Hazardous SuosMnces/Sfarage Tanks Seller nos no knowledge.except as otherwise drsciosea to Buyof to wrtting.of me existence or
Prior ewstence on ins Property of any Hazardous Suostance,nor of inti existence or prior existence of any above or below ground storage tank.
(a)Compnanee,Seller nos no Knowledge of any aspect or condition aline Property wnicn violates applicable laws,rules,reguta4ono,capes
or covenants,conailion3 or restrictions,or of improvements or alterations made to Ina Rrepeny without a parrot where one was requtrea.or of any
unfudilleq order or directive of any opplic:rlite governmental agency or Casually insurance company requiring any rivesegavon,romedlation,repair,
maintenance or improvement be performed an Inti Property.
(a)Changes rn Agreements.Prior TO the Closing,Sevier will nor violate or modify any Existing Lease or Other Agrsem6nt.ar Create any now
Teases lir other agreements aftecling inti Property,without Buyers written approval,wnicn approval will not be unreasonably wdnnoo.
Q}Possessory Rights.Seller nos no xrowiedoe mat anyone will,at file Closing,have any right to possession 01 inti Property,except as
disCloaed oy this Agreement of alnermse in writing to Buyer
to)Mechanics'Liens.There are no imsanslieo mechanics'or materialonso lien rights concomrng too Property.
in) Ac(,Ons Suits or ttrocoemnps. Seiler Lias no knowlagge at any actions, suits or proceedings pending or IMeatelled before any
commrasion.Down,Dgroau,agency,arbivalar.court or tribunal trial wduto affect the Property or[hs right to occupy or utilize same.
11)Notice of Changes.Seiler will promptly noitly Buyer and Brokers in "I no of any Mateaaf Cbanoe(see paragraph 9.1ein Affecting Ina
Property inat becomes Known to Seller prior W dlu Closing.
ti}No Tenant Bankruptcy Prbceodings Seller has no notice or knowledge that any tenant of fie Property is Ina supieet of a bankruptcy,or
insolvency proceeding.
(K)No Seller BankrMPrcy Proceedings.Seller is not Ina uuPICCI of 3 bar kfupldy.insolvency or proowe proceeding.
(I)Personal Property, Seiler nes tui isndwna4go ural anyone will,at ine•Ciosing.nave any tight to possession of any Personal property
included in Ins Purchase Pocs nor Knowledge of any liens or ancumOn ncAs affecting such personal property,except as disclosed by this Agreement of
otherwise in writing to Buyer.
122 Buyer nareby acknowledges Mat,except as mperwise staled in Inas Agreement.Buyer is purCnasing Ina Property in its existing condition and
will,ay me time called for Wait),make or nave waived all inspections of the Property Buyer Del]eves are necessary to protect its own interest in,one its
Contemplated use at me Propany.Tile Partial ackftowl0ae trial.excepf as Otherwise stated m mtS Acfe�emenn,no rapresenuntwns,inoacements, _
promises, agreements,assurances,oral or written. concerning the Property,or any aspect at me occupational safety and health laws. Hazardous
Substance laws,or any other act,oro Bence or law,nava been mace DY either Party or Brokers,of raliAd open by enhor Party Patina
12.3 In toe event that Buyer learns trial a Seiler representation or warranty mlgnt Do untrue prior to toe Closlria.and Buyer elms to purcnase Ina
Property anyway then,and in that event,Buyer waives any rignt Inst It may have to bring an action of proceeding against Seller of Brokers rogaro,ng
SAID representation or warranty.
12.4 Any crivlrormemol reports,soils reports,surveys,and other similar documents which were praparod by third party Consultants and Proviaad
to Buyer by Seller or Ssna('s representatives.have been delivered as an accommoaatton to Buyer and without any fepresematlon or warranty as to the
sufficiency,accuracy,completeness,ardour validity of Sala documents,all of whlcri Buyer relies on at its own risk.Seller pelieves said documents to be
accurate,but Buyer Is advised to retain appropriate consultants to review said documents Ano investigate the Property.
13. PossoseRm.
Possession of the Property shall be given to Buyer at me Closing oublact to me nems of lenants under Existing Leases,
14. Buyer's Entry.
At any time during Ina Escrow period, Buyer,and its agents and(epreSan[ativas, shall nave the fight at reasonable times and subfect to lion's of
tenants,to enter upon the Property for Ina purpose of making Inspocuons and tests specified In this Agreement. No destructive testing shall to
conductao.Powever.without Salter's prior approval which snail not be unreasonably witnheid.Following any soon entry of work.unless otherwise
tleected In writing by Seller,Buyer shall return too Property to ma conalllon it was in poor to such entry or work,including the recompaction or ramovAl
of any aisfuptad soli or maternal as gaiter may reasonably direct.All such inspections and tests and arty other work COndUCtell Or materials turnnsnad
with respect to Ina Property by or for Buyer snail be paid for by Buyer as and when due and Buyer$nail Indemnify,defonq,protect and held nermless
Seder and tie Property Of and from any antl all claims,liabilities,Iosties,expenses pncleeing reasonable attorneys'fees),damages,intoeing mese for
Injury to person or property,arising out of or rotating to any sucn wofh or malenals or me acts or emissions of Buyer,its agents or employees in
connection merewlln.
/5. a ties naeu con,k and Assurances.
Tile Ponies Snell Been.ailigently and in good faint,undertake an salons and procedures reasonably required to place me Escrow In condition for
Closing as and wren requtrad by this Agreement.Tne Parties agree to provide all ruttier information.and to execute and deliver all fvriner documents,
reasonably required by Escrow;blear or me Title Company.
16. Attorneys'Feas.
it any Parry or Bfoker cringe An action of Procaedrng(including artritlation)involving me Property wnalow faunae in tort,Contract Or equity,or to
decigni ngrilS nereunder.the Prevailing Party IRS nareafler defined)in any sucn prorseahng,Action,or appeal Mellon,snail Do entitled to reasonaom
attorneys fees.SucP fees may Do AwArdag in She same suit or recovered in 3 separate sun,wheiner or not such aCtlO0 Or PTadaeding IS pers4ea t0
decision or ivagmont The term"Prevailing Party"snail include,wariouf Iimilallon.a Party or Brew who supsianowly obtains or defeats ins relief
Sauget,as the case may De,whether by compromise,settlement.iva9ment.or the abandonment by me other Party of Broker of Its claim or gefense.
The anomeys'lags Award Snail not be computed in accordance with any court fail schedule,but shall rte eucn as 10 fully feimgur9e all anameys'leas
reasonaoly incurred.
17. Prior Agreements/Anorldirl
17.1 Tnis Agreement supersedAs any and ail Pflor agreements between Seller And Buyer regarding the Plopeny.
17.2 Amarilmenls(o this Agreement are effactive only 4 made in wnling and executed by Boyar and Sellar.
18, Broker's Rights.
18.1 if Iola Sale Is not consummated due to me detault of apl)er toe Buyer or Salter,me defaulting Parry shall De liable to and shat[pay to Brokers
ins Brokerage Fee that Brokers wauto have receival pad no safe Dean consummefed.it Buyer is me Defaulting party,paymant at said Browoos,Fee
is in addition to any obligation with(aspect 10 611wilate1 or other aamapes.
18.2 upon the Closing.BfOKers Are aumofizap to publicize toe facts of 1016 Morn ecuan.
19. Notices.
19.1 Whenever any Party.Escrow Holder Or Brokers herein snail desire to give or serve any notice.demand,request.approval,disapproval or
Dine(communication,each such communication snap be in writing Aria snout tie delivered personally,by messenger or Dy MAIL pOstage prepaid.to toe
,owe"Set forth in mis Agreement or oy mesimtla Irat erelsslan
19.2 service of any soon communication snap be deomeq rdaae on me dale of actual receipt if personally gakvored,Any such communiCation
sent by regular mad shaft De deemed given 48 hours atter me same ei fnailea.Communications sent by united States Express M21I lir overnight counar
[hat guarantee next day delivery shall be deemed asllvered 24 nears after delivery of the Sams to the Postal Service or courier.communications
transmitted by facsimile transmission snap Do doomed delivered upon telephonic confirmation of receipt toonfirriegan report from fax machine is
sufficient),provided a Copy is also aellvefad via delivery or mail.If such Communication is received on a Saturday.Sunday or legal holiday,it shall be
deemep rocenva t on me next business day.
19.3 Any Party or Broker Persia may from time to Time,oy notice in wfiong,designate a different address to which,of a different Person Or
adouional parsons to whom.all communications are mo(eaher to To mace.
20. Duration of Offer.
20.1 II this offer Is nal accepted Dy Seller on or estate 5'00 P.M.Accoroing to Ina time standard applicable to me city of
on the date of september B, ad DS _
It snail be oeemad atawmaoc3lly ft-OKup.
20.2 The 3cceprancd Of this offer,Or of any supsequem mvrgardfter noting,;not creates an agreement between me Part as OaSChbed in
paragraph 1.2,shall bo deemed made upon delivery to the Omer Party or either Brolor narain of a Quill executed writing unconditionally accepting the
last outstanding after Or counteroffer.
21. LIQUIDATED DAMAGES. L nig Lic1-(4,(i QBted Damaoe5 baradraoh is abpliCahla only if i itialed by bntP Parties).
THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFPicUf_T TO FIX, PRIOR TO SiGNING THIS
AGRE
EMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS
PAGE 8 OF 0 "�E rp���C
INITI
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770B,L)GAT10,NS
13 FROM-COLLIERS INTERNATIONAL 9252790452 T-154 F.00T/014 F-606
NDER THIS AGREEMENT THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL
PROVIDED FDR THE BUYER'S BENEFIT. BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE
UIDATED DAMAGES IN THE AMOUNT OF N/A UPON PAYMENT OF
AID M TLLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW
CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.
Buyer Id I s Seller Initials
22, ARBITRATION OF DISPUTES. (This Arbitration Of DisputeS paragraph is applicable only if initialed by born Parties.
22.1 ANY CONTROVERSY AS TO WHETHER SEDER IS ENTITLED TO THE LIQUIDATED DAMAGES ANDIOR BUYER IS
ENTITLED TO THE RETURN OF DEPOSIT MONEY,SHALL BE DETERMINED BY BINDING ARBITRATION BY,AND UNDER THE
COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION("COMMERCIAL RULES"),ARBITRATION HEARINGS
SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED,ANY SUCH CONTROVERSY SHALL BE ARBRRATED
BY 3 ARBITRATORS WHO SHALL BE IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST 5 YEARS OF FULL TIME
EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE; OF REAL ESTATE THAT IS THE
SUBJECT OF THIS AGREEMENT.THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES.THE ARBITRATORS SHALL
HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW,THE INTENTION OF THE PARTIES
AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN
ARBITRATION HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL
RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS.THE AWARD SHALL Be EXECUTED BY AT LEAST 2
OF THE 3 ARBITRATORS,BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING,AND MAY INCLUDE
ATTORNEYS'FEES AND COSTS TO THE PREVA)LING PARTY PER PARAGRAPH 16 HEREOF.JUDGMENT MAY BE ENTERED
ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY
NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.
22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A
COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND
UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH
AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE,
22.3 NOTICE:BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING CUT OF THE
MATTERS INCLUDED IN THE"ARBITRATION OF DISPUTES"PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED
BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT OR JURY TRIAL.BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY
AND APPEAL,UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES"PROVISION.IF
YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO
ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS
ARBITRATION PROVISION IS VOLUNTARY,
WE HAVE READ AND uNDFRSTANO THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS
INCLUDED IN THE"ARBITRATION OF DISPUTOPRSl N TO NEUTRAL ARBITRATION.
� sever Initials
23. Miscellaneous.
23.1 Binding ENuot. Tnis Agreement snail be binding on ins Parties wnnout regard to whether or not paragraphs 21 and 22 are mitialea by
DDM of me Fames.Paragrapns 21 and 22 are each incorporated into this Agreement only if initialed by pain Parties at Ire time that the Agreement ic
execuleo.
23.2 Applicable Law. This Agreement shall me governed by,and paragraph 22 3 is amen000 to refer to,the laws of mo slate in wnich the
Properly is located.
23.3 Time of Essence.Time is of toe essence of finis Agreement.
23.4 Counterparts. Tnis Agreement maybe executed oy Buyer and Seller in countarpans,each of which snail me seemed an onglnal.Ana all
of wnicn logemer snag constitute one and Ine same Instrument. Escrow Holder, after verifying mat the counterpens are Idantical except for the
signatures,is authorizes Ana metructe4 to compirls the signed signature pages on one of ins counterparts,wnicn snail then constitute toe Agreement.
23.5 waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEOING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
23.8 Conflict. Any conflict between Ina printed provisions of IMS Agreement and lot)Typewritten or handwritten provisions snail be
controvea by the typewritten or nanawnden provisions
33.7 1031 Exchange.Both Salter ano Buyer agree to cooparare with each orlter in mp event that either or now wish to pamcipaia in a 1031
exchange. Any party Initialing an excnange snall Dear all costs of such exchange.
24. Disclosurea Regarding Tho Nature of a Reol Estate Agoncy Relationshlp.
24.1 The Parties and BroKers agree lost their relationships)shall De governed Dy the principles set Joao in the appicnDle sections of Iris
California Cwd Code.as sviltr Yeq 1n paragraph 24 2,
24.2 Wren entering into a discussion wild a real estate agent regarding a real estate transaction,a Buyer or Seller should from the outset
understand what type of agency relationship or represeOlatiOp it has with Me agent or agents in ins transaction. Buyer and Seller acknowledge being
advised by the Bfoyafs in This transaction,as 1a11ows
(e)Seiler's Agent.A Sellers agent unser a listing agreement with she Seller acts as ins agent for ins Seger Only.A Sellers agent or suoagent
nas Me following afbral obrgations.(1)To Ins Seller..A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with toe Seller.(2)
To Ina Buyer dna me Seger. a Diligent exercise of reasopapla shills anti care in performance of ins agent's pupas. P.A duty of honest and faif geasng
and goon fain. c.A duty to disclose all facts Known to Ina agent materially aNechng the value or aasirabibly of the property that are not known td.or
within ins diligent attention and observation of,ins Parties An agent 15 not obligarea to reveal to eilne!Party any confidential information dptaineo from
me Omer Party wnicn does not involve the afldmalive ouNes sen lorth above.
(D)Buyer's Agent.A selling agent can,with b Buyer's consent.agree to act as agent for The Buyer only.In these situations,the agent is not
the Sailor's agent,even if my agreement Me 49e0t may receive compensation for services rentlared,either in full or in pan from the Seller.An agent
acting oniy for a Buyer has the following affirmative obligations.11)To[tie Buyer:A frdugary duly of utmost Data,imegrily.honesty,and loyalty m
dealings with ins Buyer.(2)To trio Buyer and(no Seller.a.Dd,Oent axurwse of reasonzwe slogs and care in performance of ins agents aures.b.A
duty of nonose and farr aealing and good forth.G.A duly to alsciose all(act$Known to Joe agent materially affecting me value or desialDlbty Of toe
property that are no[known to,or within Joe ahigan[attention and eb$alvaw Dr.me Panics.An agent is not obligalao to reveal id signal Parly any
conLavroial information oora,neq from the Omer Party which does not involve the affirmative duties set forth 00va.
(c)Agent Representing Bold Sailor and Buyer A real estate agent.eimer acting aKecdy or mrougn one or more associate iicensae,can
legally be ins agent of main Me Seller and the Buyer in a lransaclion,but only with trio knowleage Ana consent of pain Ina Seller and its Buyer.ti)in a
dual agency situation,the agent nas the following ahirmahve obligations to born Ina Seller and toe Buyer:a A fiduciary awry of utmost care,integrity.
honesty and loyalty In Me aeaiing5 wan caner Seller of me Buyer.b.Other duties ro Ina Seller antl the Buyer as slated above In Mair respective
sections(a)or(or of this paragraph 24.2.12)in repreaenung both Seller ano Buyer,ins agent May not minoui MB express permission of Me respective
14-✓1 PAGE 5 OF 6 5E ALA--
INITIALS INITIALS
02003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFA-5-3104E
OCT-31-2006 15:14 FROM-COLLIERS INTERNATIONAL 9252790452 T-154 P.000/014 F-606
Party,disclose to the olner Parry hal me Seller will accept a price less than rhe haling price or trial toe Buyer will pay a price greater than roe price
offered.(3)The apove duties of the agent In a real estate transaction do nor relieve a Sehef or Buyer from the respoflsipihty to prolact their own
Inlofeate.Buyer and Seller snould carefully read all agreements To assure that they adequately express Their wnderstamaing or tn.vansaoion.A real
estate agent is a person qualified to advise apoul real estate If legal or tax advice is desirad,consult a competent professional
Id)Fuller Disclosures.Throughout This Transaction Buyef and Seller may recewe more Iran one disclosure.depending upon the nwmber of
agents assisting In The transaction.Buyer and Seller should each read its contents each ume It is presented,considering me falalionshlp oetween them
and me real estate agent in iris transaction and alar disclosure.Brokers have no responeitidily wlln respect to any default or oreacn ne(k0l Dy either
Party.Tne haoihty bncluding court costs and attorneys'fees), of any Broiler win respect to any breach of duty, error of omission relating To this
Agreement shall not exceed The fee received by such Broker pursuant to his Agreement;provided.however. mar Elie foregoing limitation on Been
Broker's Iiatioty snail not be applicants to any gross negligence or willful miecondwet of such Broker.
24.3 Conrdentiar,Information.Buyer and Seger agree to Identity to BmKers;as'Conlatmtial"any communication or information given Blotters mat
is considered Ity such Party to tie confidential.
25. Construction of Agreement.In construing this Agreement,all headings and titles are for the convenience of the penies only and snap not he
cOnsidered a pan of This Agreement. Whenever required by The content, he singular spall include the plural and vice versa. Unless otherwise
specifically indicated to the Contrary,the word"days"as used In Eras Agreement snail mean and year to calendar days,This Agreement small out be
conovued as if prepared py one of Ina panies,put tamer according to Its lair meaning as a whole,as it both parties nam prepared it.
26 Additional Provisions:
Additional previsions of his oyer,if tiny.are as follows or are aluched nerelo my an addendum consisting of paragraphs
hrough _ _ ht Inure are no additional provisions write"NONE".)
26.1 This offer is subject ro Buyer obtaining approval_of its Board of Commissioners co
Proceed with this purchase within 60 days of Seller's acceptance. --"
26.2 Bum may elect to Secure 1008 financing. -- "
26.3 Buyer co pay £or a_T1 inapecrions. _ -
26.4 5eller,to Eaayfor Che;cransfer talc.
7TENTION:NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY
BROKER AS TO THE LEGAL SUFFICIENCY,LEGAL EFFECT,OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO
WHICH IT RELATES,THE PARTIES ARE URGEU TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID
INVESTIGATION SHOULD
INCLUDE BUT NOT BE LIMITED TO:THE POSSIBLE PRESENCE OF HAZARDOUS SUPSTANCES,THE ZONING OF THE PROPERTY,THE
INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS,AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S
INTENDED USE
WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THIS AGREEMENT MAY
NEEP TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
NOTE:
1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE$ALE OF RESIDENTIAL PROPERTY.
2. IF THE BUYER IS A CORPORATION,IT 15 RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE
OFFICERS.
The undersigned Boyer otters and agrees to Puy the Property on the terms and conditions stated and aetinowladges receipt of a copy hereat.
BROKER: BUYER:
Colliers Internarional Housing Auchority of the CouncY of
Contra Costa
Ann: Trigger Raital/Scott Ellis _ By: n
Tne: ___ Date' 1 -3-00
Actorees: 1850 Mt. Diablo Blvd. #200- � Name Printed: µp Y>:Al 1) -_
Walnut Creek. CA 94596 Tile; Zs
/s
Teiepnone:(925) 2790120^ _ _ Telephons:(w 4CT- O{q,
Facslmtle:(925) 279-0850 - Facsimile.( Z- 901V( _
Email _
FedsrallD No.
-- B
at saay �-a& r ..----
e Printed: -Tad f!g✓t "_
Eta: Fjrw4 Os.J�
Address: 3133 Estudillo Sc. _
Martinez, CA 94553 _
Teleprons:49251 957-8000 1
Facsimile:(925) 372-0236 _
Email,
Federal ID No.
27. Acceptance.
27.1 Seller accepts file foregoing offer to purchase Ina property and hefeby agrees 10 sell the Pfopeny Io Buyer on he terms and conditions
Therein speciGeo.
27 2 Seller acknowledges Vial BmKers have peen retained to locate a Buyer and are dna procuring cause of The purchase and sale of he
Property set fohn in this Agreement.In consideration of real estate tirOKerage service Tendered or Broilers,Seller agrees to pay BmKers a real estate
BroKerago Foe In a sum equal to 5 %of the Purchase Price divided In such shares as said Broilers snail direct In wiling.This Agreement
shall serve as an arevocaole Instruction ro Escrow Holder to pay such BroKerage Fee Id STOKers owl of The proceeds accruing to Ina account of Seller at
he CIo51ng.
27.3 Seller ackoowtedgoa receipt of a copy hereof and authorizes Brolwom to deliver a signed copy to Buyer.
PAGE 7 OF B OE4-'C'
TTI LS INITIALS
x02003•AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFA-63104E
OCT-31-2006 15:14 FROIMCOLLIERS INTERNATIONAL 6252700452 T-154 P.006/014 F-606
NOTE:A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER EY SELLER UNDER THIS AGREEMENT.
BROKER: SELLER:
Colliers Internacional
Ann: Jeff Weil _--._ By:
Titlo: DaIB:
Address: 1050 ML. Diablo Blvd.,�14200 __ ____ Name Printed:
Walnut: Creek, CA 94596 Tale:
.�. ..--.._..._ .....
Telepnone:(925) 279-0120 - Telepnone:( I
Facsimllea 92 5 1 279-0450 Facsimile:(,-)
Emae. _ -`....--
Federal ID No
Date"
Name Printed: y
Title, .. ..----
Atlgress:
Facsimile:(_)`.._.
Email'
FederallD Na '
These forms are often modified to meet Ohanging requirements of law and needs of the industry.Always write or call to make sura you aro
utilizing the most currem form:AIR COMMERCIAL REAL ESTATE ASSOCIATION.700 South Flower Street,S4ite 800,Los Angeles,CA 90017.
(213)887-11777.
6 Copyrignt 2007 By AIR COmmemial Real Estate Association.
All rights reserved.
No pan of these works may pe reproduced in any form without permission In writing.
PAGE 80F 8
S —
INITIALS
®2001•AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFA-5-3104E
EXHIBIT A Continued
= OCT-31-2006 15:15 FROM-COLLIERS INTEIMATIONAL 9252286452 T-154 P.0161014 F-606
Counterm0ner
September 8,2006
By and Between(Seller): I✓dmonds H.Chandler Ir.and Lorna L.Chandler
(Buyer): housing Authority of the County of Contra Costa
Address of Property: 2870 Howe Road,Maninez,California
APN: 376-090-018,Parcel B and an undivided 31.85%interest in Common Area,
Parcel D
This is a Counter Offer to Standard Offer,Agreement and Escrow Instructions for Purchase of
Real Estate dated August 31,2006,attached hereto.
Seller accepts the offer provided the Buyer agrees to the following changes as follows:
1. Par.2.1 —The legul description is revised to read in full as follows: "Parcel Map
113 Page 25 Parcel B and an undivided 31.85%interest in Common Area,Parcel D-
2. Par.2.4-The fire sprinkler monitor is owned by Seller and included in the purchase
price.
3. Par.2.5-The Purchase Price doe,not include door access panels and computer
racks,which shall be removed by Seller prior to close of escrow.
4. Par.4.4-At such time as Buyer has removed all contingencies to this purchase,all
Deposits shall become non-refundable and either applied to the Purchase Price at
Closing or be released to Seller as Liquidated Damages if Buyer has failed to
perform Buyer's obligations under this Agreement-
5. Par.8.5-As is The Custom in the County of Contra Costa,Buyer shall pay for title
insurance,escrow fees and recording toes,and Seller shall pay County transfer tax..
6. Par.9.1 —The time period in Paragraph 9.1 (c)is changed from"60"to"20"days.
7. Par.9.1(q)is hereby deleted-
s. Par. IS -Brokers Rights,delete entirely.
1
OCT-31-2006 15:15 FROM-COLLIERS INTERNATIONAL 9252190452 T-154 P111104 F-606
9. Par.21 - L.iquidated Damages. The Ietters"N/A"in Paragraph 21 shall be deleted
and replaced with the figure"$133,750". Seller's and Buyer's initials immediately
below shall constitute the initialing of Paragraph 21,as modified,by Seller and
Buyer.
Buyer's Initials "Seller's
All the teens and conditions contained in the Offer which have not been specifically
modified or deleted by this Counter-Offer are hereby approved by Sellar.
This Counter Offer shall expire and be revoked without further notice,at 5:00 p.m. on
September 15,2006 unless it is accepted and signed by Buyer and a fully executed copy ix
actually received by Seller's agent prior to said time.
Acknowledgement of Receipt: Seller's agent acknowledges that a copy of the Counter-
offer executed by Buyer was received on al a.m./p.m.
Seller(s) f
By: Q���K�rr 6'r?sem � •. �y --���V�� � ��_
Date: Date:
Name Printed:_Edmonds H.Chandler,Tr._ Name Printed:—Lorna L.Chandler _
Title: Title:
Address:3875 Quail Ridge Road Address:3875 Quail Ridge Road_____,_
Lafsyet[e,CA 94549 _ Lafayettle.CA 94549
Telephone: 925.663.2011 Telephone: t}25.683.2010
Facsimile:925.372.8069 Facsimile: 925.372.8069
Email:ed_chandler@sbd-us— Email:loma_chandler@sbd_us
Federal ID No.: 562-64-6364 Federal ID No.: 572- 4-9 76 ____
2 �N�
OCT-31-2006 15:15 FROM-COLLIERS INTERNATIONAL 9252790452 T-154 P.012/014 F-606
ACClrPTANCE BUYER
HOUSING AUTHORITY OF THE COUNTY OF
CONTRA COSTA
By
Name:
Title:
BY:
Name:
Title:
EXHIBIT A Continued
OCT-31-2006 15:15 FROM-COLLIERS INTERNATIONAL 0252790452 T-154 P.013/014 F-606
Revised Counter-Offer
September 13,2006
By and Between(Seller)Edmonds H.Chandler and Lorna L.Chandler
(Buyer)Housing Authority of The County of Contra Costa
Address of Property:2870 Howe Road,Martinez,California
APN: 376-090-018,Parcel B and undivided31.85%interest in Compton Area,
Parcel A
This is a Revised Counter-Offer to the Counter-Offer dated September 8th,and Standard
Offer,Agreement and] scrow Instructions:for Purchase of Real Estate dated August 31,
2006,both attached hereto.
Buyer accepts the Counter-Offer from Seller dated September 8,2006 provided the Seller
agrees to the changes as follows:
1.) #4 of Seller's September 8i'Counter-Offer propo r arpepParagraph 4.4,is l�f
hereby deleted.Seller will be allowed to remain i ee sp sect property as an
existing tenant in its current premises for up to 90 days after close of escrow
or until April 1",2007,whichever is later.The base monthly rent for the lease
premises shall be$1.25 per square foot per month.Buyer and Seller shall
work in good faith to sign a lease agreement prior to close of escrow. I`i yea
i 2.) of Seller's September 8'Counter-Officr will
proposing a revision to Paragraph I
9.1(e)is hereby deleted and the 60 days will remain. ficd
ra
mb c1(o 3.) #9 of Seller's September 81 Counter-Offer regarding Paragraph 21 that
5 a
1'1 r proposes liquidated damages is hereby deleted and shall remain as offered.
tntttc4 All the terms and conditions contained in the Offer and September 8'h Counter-Offer
404ich have not been modified or deleted by this Revised Counter are hereby
approved by the Buyer.
This Revised Counter-Offer shall expire and be revoked without further notice at 5:00
p.m.on September 20`1',2006 unless it is accepted and signed by the Seller and a fully
executed copy is actually received by Buyer's agent prior to said time.
Acknowledge of Receipt:Buyer's agent acknowledges that a copy of the Revised
Counter-Offer executed by Seller was received on at a m.Jp.m.
�.NC
..00T-31-2006 15:15 FR011-COLLIERS INTERNATIONAL 9252790452 T-154 P.014/014 F-606
Revised Counter-Offer Page 2 of 2
September 14,2006
Buyer:
Housing Authority of the County of Contra Costa
B �t!�
Ante: 2
-xl�t Name(Printed): Rudy laglayo
Title: Executive Director
Telephone: (925)957-8019
Facsimile: 5 372.3678
By:
Date: 14 !9ffL 24wxe
Name(Printed):Robert Moore
Title: Director of Development
Telephone: (925)957-8025
Facsimile; (925)372-3678
Seller(s)
'J
By: By:
Date: S�)op—, /� La0< pate: is zJ2lb
Name(Printed)e-nMavca hL. CIMAjAtgic r/tlVame(Prin(ed)
Title: Title:
Address: 3 87 C2UWC 9-p Address; S k 7S
L4A.,gV F77?�--/ c14 9ti:SY r
Telephone: 12 S 0 3 Z43 0 Telephone:_ 9
SQ
Oy�r'C.
EXHIBIT A Continued
10!-13-2009 11:04 FROM-COLLIERS INTERNATIONAL 8252780452 T-168 P.002/005 F-655
Amendment to Purchase Contract
November 3,2006
By and Between(Seller) )rdmonds H. Chandler and Loma L, Chandler
(Buyer)Housing Authority of the County of Contra Costa
Address of Property: 2870 Howe Road, Martinez, California
APN: 376-090-018, Parcel B and undivided 31.85% interest in Common Area,
Parcel D
Pursuant to the Counter-Offer to the Counter-Offer dated September 8th, and Standard
Offer,Agreement and Escrow Instructions for Purchase of Real Estate dated August 31,
2006, Buyer and Seller agree to amend the purchase agreement as follows:
The purchase price of the subject property shall be reduced to $3,3507000.00.
Buyer:
Housin uthority of the County of Contra Costa
R
Date:
Name (Printed)
Title ��CLfl-1/L �/�
Seller:
Edmonds H. and Loran L. C ndlcr
By.
Date: f�(-� (29
Name(Printed) ';_ At QtiDS !�. C(�9�'r� L C�)'�� I
lty:
Date:
Name (Printed) Jj)�rtt. L Cka-,Kd(W
Exhibit A Continued
Addendum to Standard Offer, 2870 Howe Road,Martinez CA 94553
Pagel
Addendum to Standard Offer,Agreement and Escrow Instructions for Purchase of Real Estate
(2870 Howe Road,Martinez CA 94553)
Seller Waiver of Relocation Benefits
Effective upon the date this Addendum("Addendum")is approved by Buyer by a Resolution of
other action of its Board of Commissioners,Edmonds H. Chandler Jr. and Lorna L. Chandler("Sellers"),
Security By Design,Inc.,a California Corporation("Security By Design'), and the Housing Authority of
the County of Contra Costa(`Buyer"), for good and valuable consideration,mutually promise and agree
as follows:
1. Sellers have entered a master lease("Lease")with Security by Design, commencing on July 1,
2001, for a term of 60 months plus 5 executable extensions for a total of 360 months,for occupancy of
part of the building on the property commonly known by the street address of 2870 Howe Road,Martinez
CA 94553, and legally described as: Parcel Map 113 Page 25 Parcel B (APN 376-090-018-7)
("Property"). Sellers are officers and shareholders of Security By Design,with authority to execute
agreements on behalf of Security By Design.
2. Sellers now desire to sell to Buyer, and Buyer desires to purchase from Sellers,the Property
pursuant to the terms and conditions in a Standard Offer,Agreement and Escrow Instructions for
Purchase of Real Estate dated August 31,2006,Counter Offer dated September 8,2006,Revised
Counter-Offer dated September 13,2006, and Amendment to Purchase Contract dated November 3,2006
("Agreement"):
3. Sellers and Security By Design,make the following representations and warranties to Buyer,
with the understanding that these representations and warranties are material and are being relied upon by
the Buyer,and that this Addendum is a material and necessary part of the Agreement.
(1)Upon Buyer's purchase of the Property from Sellers, Sellers and Security By Design
shall terminate the Lease so that Buyer shall have full and complete possession of the
portion the building on the Property covered by the Lease.
(2) Sellers' and Security By Design's rights to relocation benefits,if any,(as set forth in
California Government Code Section 7260 et seq. and 42 United States Code section
4601 et seq.)have been explained fully and are understood by Sellers and Security By
Design. Sellers and Security By Design agree that the payment of compensation in the
Agreement to Sellers includes full compensation for any relocation payments to which
Sellers and Security by Design may be entitled. Sellers and Security By Design warrant
and represent that Sellers and Security By Design do not have,nor shall either of them
claim, any right to relocation benefits arising out of or connected with the acquisition of
the Property by Buyer,including termination of the Lease, and Sellers and Security by
Design knowingly waive any such right or claim.
(3)Sellers and Security By Design warrant and represent that Sellers have no other right
or claim to compensation arising out of or connected with the purchase of the Property by
Addendum to Standard Offer,2870 Howe Road,Martinez CA 94553
Page 2
Buyer,except as specifically set forth in the Agreement,including but not limited to all
claims for compensation for loss of good will, all claims for compensation for
improvements pertaining to realty, all claims for compensation for fixtures, equipment or
machinery,attorneys'fees,costs or damages of every kind and nature by reason of or
connected with the Buyer's acquisition of the Property and agrees never to assert such a
claim. Sellers and Security By Design expressly waive all rights provided by section
1542 of the California Civil Code,which provides as follows:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release,which if known
by him must have materially affected his settlement with the debtor.
SELLERS: BUYERS: HOUSING AUTHORITY OF
THE COUNTY OF CONTRA COSTA
EDMONDS H. CHANDLER JR. By:
Date: Date:
LORNA L. CHANDLER
Date:
SECURITY BY DESIGN,A CALIFORNIA
CORPORATION
By:
Lorna L. Chandler,its
Dated:
By:
Edmonds H. Chandler Jr.,its
Date:
LTMAHousing Authority\Howe Road\RelocationWaiver.wpd
AMENDMENT NO. 2
TO
STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS
FOR PURCHASE OF REAL ESTATE
November 15, 2006
By and Between (Seller), Edmonds H. Chandler and Loma L. Chandler
(Buyer) The Housing Authority of the County of Contra Costa
Address of Property: 2870 Howe Road, Martinez, California 94553
APN: 376-090-018, Parcel B and undivided 31.85% interest
in Common Area, Parcel D.
Pursuant to the Standard Offer, Agreement and Escrow Instructions for Purchase of Real
Estate dated August 31, 2006, Counter-Offer dated September 8, 2006, Revised Counter-
Offer dated September 13, 2006, Amendment to Purchase Contract dated November 3,
2006, and Addendum to Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate (Sellers Waiver of Relocation Benefits), Buyer and Seller agree,
effective upon the date of approval hereof by Buyer's Board of Commissioners, to amend
paragraph 26.1 of the Standard Offer, Agreement and Escrow Instructions for Purchase of
Real Estate as follows:
"The offer by Buyer is subject to Buyer obtaining approval of its.Board of
Commissioners to purchase the Property, on or before December 5, 2006."
Buyer:
The Housing Authority of the County of Contra Costa
B � f1� a2
DateD, v �
Name: Rudy Tamayo
Title: Executive Director
Seller:
Edmonds . Chandler and Lorna L. Chandler
Date: / — Z e) _ 2,e)p &
EXHIBIT B._.
NOV. ";. 200( 2 : 12PM NO 547 P3
PROMISSORY NOTE DRAFT '
References In the shaded area are for Lenders use only and do not gml!the applicability or this document to any particular Bart tx Item
Any Item obove orate ni "'has been omitted due to taxi length limitations.
Borrower: HOUSING AUTHORITY OF THE COUNTY OF Lender: WESTAMERICA BANK
CONTRA COSTA FAIRFIELD CREDITADMINISTRATION
P.O.BOX 2759 4550 MANGELS BOULEVARD
MARTINEZ,CA 94555 PO BOX 1200 MAC A-18
SUISUN,CA 94,5&5
Principal Amount: $2,847,500.00 Interest Rate: 7,250% Date of Note: October 30, 2006
PROMISE TO PAY. HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA ('Borrower") promises to pay to WESTAMERICA BANK
('Lender'), or order, In lawful money of the United States of America, the principal amount of Two Million Eight Hundred Forty raven
Thousand Five Hundred d 0OM00 Dollars(32,847,5D0.00), together with Interest at the nate of 7.250%on the unpaid principal balance from
October 91,2006,until paid In full,
PAYMENT, Borrower will pay this loan In full Immediately upon Lender's demand. 11 no demand Is made,Borrower will pay this loan In 110
regular payments of 520,77851 each and one Irregular last payment estimated at 52,282,612.76. Borrower's tint payment Is due December 1,
2008,and all subsequent payments are due on the same day of each month after that Borrower's final payment will be due on November 1,
2016,and will be for all principal and all accrued Interest not yet paid. Payments Include principal and Interest Unless otherwise agreed or
required by applicable law,payments will be applied first to any accrued unpaid Interest:then to principal;them to any unpaid collection costs;
and then to any fats charges. The annual Interest rata for this Note Is computed on a 385/980 balls;that Is,by applying the ratio of the annual
Interest rate over a year of 860 days,multiplied by the outstanding principal balance,multiplied by the actual number of days the principal
balance Is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place to Lander may designate In writing.
PREPAYMENT;MINIMUM INTEREST CHARGE Borrower agrees that all loan teas and other prepaid finance charges are earned sully as of the date
of We loan and will not be subject to refund upon early payment(whether voluntary or as a result or default),except as otherwise required by law. In
any event,even upon full prepayment of this Note,Borrower understands that Lender Is entitled to a minimum Interest charge of$5D.00. Other than
Borrowers obligation to pay any minimum interest charge,Borrower may pay without penalty all or a portion of the amount owed earlier than it is due.
Early payments will not unless agreed to by Lander in writing, relieve Borrower of Borrowers obligation to eontlnue to make payments under the
payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrowers making fewer payments. Borrower
agrees not to send Lander payments marked'paid in full',"without recourse% or similar language. If Borrower sends such a payment, Lander may
accept it without losing any of Landers rights under this Note, and Borrower will mhrnnaln obligated to pay any further amount owed to Lander. Ali
written Communications concerning disputed amounts, Including any check at other payment Instrument that Indicates that the payment oonstil tel
"payment In full"of the amount owed or that Is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed
or delivered to: WESTAMERICA BANK,LOAN SERVICES,PO BOX 1190 MAC AAE SUISUN,CA 94585.
LATE CHARGE. If a payment is 15 days or more late,Borrower will be charged 20001.of the regularly scheduled payment.
INTEREST AFTER DEFAULT. Upon default,the interest rate on this Note stall Immediately Increase by 4.000 percentage points, h permitted under
applicable Law.
DEFAULT. Each of the following sheil con"lute an event of default('Event of Default')under this Note;
Payment Default Borrower tags to make any payment when due under this Note.
Other Defaults. Borrower fags to comply with or to perform any Other term,obligation,oovenard or condition carnalned In this Note or in any of
the totaled documents or to comply with or to perform any term, obligation, covenant or condition contained In any other agreement between
Lender and Borrower.
Environmental Default Failure of any party to comply with or perform when due any term, obligation, covenant or oond'41on contained in any
environmental agreement executed In connection with any loan.
False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or on Borrowers behalf under this Note
or the related documents is false or misleading in any material respect,ether now or at the time made or furnished or becomes false or misleading
at any time theroallar.
Insolvency, The dissolution or termination of Borrowers existence as a going business,the Insolvency of Borrower,the appointment of a receiver
for any pan of Borrowers property, any assignment for the benefit of creditors, any,type of creditor workout, or the commencement of any
proceeding under any bankruptcy or Insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or torfelture proceedinos, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any oollateral securing the loan. This
includes a gamishment of any of Borrowers accounts,Including deposit accounts,with Lender. However,this Event of Default shall not apply if
there is a good faith dispute by Borrower as to the validity or raasonablorims of the claim which is the basis of the creditor or forfeiture proceeding
and If Borrower gives Lender written notice of the creditor or forfeiture proceeding and doposiG9 with Lander monies or a surety bond for the
creditor or ftrfosure proceeding,in an smoum determined by Lander,in its Bole discretion,as being an adequate reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surely,or accommodation party of any
of the indebtedness or any guarantor,endorser,surety,or accorramcdatIon party riles or becomes incompetont,or revokes or disputes the validity
of,or liability under,any guaramy of the indebtedness evidenced by this Note. In&te event of a death,Lender,at its option,may but shall not be
required to,pomhit the guarantor's estate to assume untcondtlonally the obligations arising under the guaranty in a manner satsfaciory to Lender,
and,in doing so,cure any Event of Default.
Change In Ownership, Any change In ownership of twontyrAve percent(25%)or more of the common stock of Borrower,
Adverse Change, A material adverse change occurs In Borrowers financial condition, or Lender believes the prospect of payment or
performance of this Nate is impaired.
Cure Provlalons. it any default,other than a default In payment Is curable and If Borrower has not been given a notice of a broach of the game
provision of this Note within the preceding twelve(12)months,It may be cured ii Borrower,after receiving written notice from tender demanding
cure of such default (1) cures the default within fifteen(15) days;or (2) If the cure requires more than fifteen(15) days, Immediately Inhiaas
steps which Larder deems In Lan der's sole discretion to be suf Want to cure the default and thereafter continues and completes all reasonable
and necessary saps sufficient to produce compliance as soon as reasonably practical,
NOV' 3, 2006 2: 12PM NO,,. 547 P. 4
PROMISSORY NOTE t.y;��� �
Loan No: 212-50347 (Continued) Page 2
LENDER'S RIGHTS. Upon default,Lender may declare the entire unpaid principal balance on this Note Wind all accrued unpaid Interest immediately
due,and than Borrower will pay that amount.
ATTORNEYS'FEES;EXPENSES. Lender may hire or pay someone also to help collect this Note H Borrower does not pay. Borrower will pay Lender
that arrourtL This Includes,subject to any limits under appllcablo law,LendsYs attorneys'flies and Lender's legal expenses,whether or not there 18 a
lawsuit. Includlrig attorneys'fees, expenses for bankruptcy proceedings (Including efforts to modify or vacate any automatic stay Or Injunction), and
appeals. Borrower also will pay any Court costs,In addition to as other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial In any scUon, proceeding, or Counterclaim brought by either
Lender or Borrower against the other.
GOVERNING LAW. This Note will be governed by federal law applicable to Lander and,to the extent not preempted by federal law,the laws of
the State of California without regard to Its confllets of law pMVfalons. This Nota has been aocapted by Lander In the Stele of California.
CHOICE OF VENUE. If there is a lawsuit,Borrower agrees upon Lender's request to submit to the jurisdiction of the cowls of SOLANO County,State
Of California.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $30.00 H Borrower makes a payment on Borrower's Iron and the check or
preauthorized charge with which Borrower pays is later dishonored.
COLLATERAL Borrower acknowledges this Note is secured by the following colletwel described In the security Instruments fisted herein:
(A) a Deed of Trust dated October 30, ZOOS, to a trustee In favor of Lender on real property located In CONTRA COSTA County, Stats of
California. That agreement contains the following due on sale provlsbn: Lender may,at Lender's option,declare Immediately due and payable all
sums secured by the Deed of Trust upon the sale or transfer,without Larders prior written consent,of ail or any pert of the Real Property,or any
interest In the Real Property, A Ocala or transfer means the conveyance of Real Property or any right,title or Interest in the Real Property;whether
legal,beneficial or equitable;whether voluntary or Involuntary;whether by outright sale,deed,installment sate contract,lend contract,contract fur
doed,leasehold Interest with a term greater than three(3)years,lease-option contract,or by sale,assignment or transfer of any beneficial interest
In or to any land Wel holding title to the Real Property,Cr by any other method of conveyance of an thereat in the Real Property, If any Borrower
is a corporation,partnership or limited liability company,transfer also Includes any change in ownership of more than twenty-five percent(25%)of
the voting stock,partnership Interests or limited liability company interests,as tlta case may be,of such Borrower. However,this option shall not
be exercised by Lender If such exorolae is prohibited by applicable law.
(B) an Assignment of All Rants to Lender on real property located In CONTRA COSTA County,State of California.
SUCCESSOR INTERESTS. The tors of this Note shall be binding upon Borrower,and upon Borrower's heirs,Personal fepreeentativas,successors
and assigns,and shall inure to the benefit of Larder and Its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES Please notify us H we report any Inaccurate
information about your a000unt(s)to a Consumer reporting agency. Your written notice dweloing the specific Inaccuracy(i0e)should be sent to us at
the following address;WESTAMERICA BANK LOAN SERVICES PO BOX 1180 MAC A•1 E SUISUN,CA 94WS.
GENERAL PROVISIONS. This Note is payable on demand. The Inclusion of spocRk default provides or rights of Lender Shall not preclude Londor a
right to declare payment of this Note on Ito demand. Lender may delay Or foga enforcing any of its rights or remodlos under this Note without losing
stem. Borrower and any other person who signs, guarantees or endorsee this Note,to the extent allowed by law, waive any applicable statute of
limitations, presentment, demand for payment and notice of dishonor. Upon any change In the terms of this Note, and tmlosa otherwise expressly
staled In writing,no parry who signs this Nota,whetter as matter, guarantor,accommodation maker or endorser,shall be released from liability. All
such partles agree that Lender may renew or extend(repeatedly and for any length of time)this loan or release any party or guarantor or collateral;or
Impair, fall to real" upon or perfect Landeea security interest In the Collateral; and take arty other action deemed necessary by Lender without the
consent of or notice to anyone. All such parties also agree that Lander may modify this loan without the consent of or notice to anyone other than the
party with whom the modification is made. The obligations under this Note ere joint and several.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO
THE TEAMS OF THE NOTE
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE,
BORROWER;
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
By. By:
RUDY TAMAYO, EXECUTIVE OIRECTOR of
JOHN HUNTER FINANCE DIRECTOR of HOUSING
HOUSING AUTHORITY OF THE COUNTY OF AUTHORITY OF TME COUNTY OF CONTRA COSTA
CONTRA COSTA
INi11 Mr 1-6�N.Wm W.wnnr MW ,r'.ml 4 r4w/uw.a .u Gmr.r..gKpyr�IC TMwrn rwi
TXhUSt.,bl ned
inSigliedbire
DRAFT
.EXHIBIT"A"
The,following are added as additional provisions to that certain Promissory Note
:in the Principal amount of$2M7,504:00 with a;Loan Date of October3b..2006,.Loan
No:212-50347(the"Note','}regarding that certain loan from Westamerica Bank as
Lender to'Housing'Authority of the County of Contra Costa as Borrower(the"Loa2
Non-recourse Debt. This Note and liability,for all sums due or to;become
due pursuant to the Note and/or'the'related Deed of Trust,Assignment of
Rents or Hazardous Substances Agreement,or any other Related
Documents whleh area part of the Loan;:are and at all times shall be non-
recourse. Borrower shall have no personal.liability for;any of such
amounts due or-to become,due pursuant to the Note,Deed of Trust;
Assignment of Rents,'Hazardous Substances Agreement or Related:;
:Doouments,wWdh embody or.secure'die,Loan. Lender agrees to.look only
to the collateral for the Note=in satisfaction of the debt in event of
default and hereby waives recourse to Borrower's other assets.
Conflict wi rovisions inFielated Documents The Non-recourse.Debt
provision of this Exhibit A shall supersede any contrary.provisions
contained in the Note,the Deed of Trust,Assignment of Rents,Hazardous
Substances Agrcerftent,orapy other Related Documents which-are.a part
of the Loan, and.in;the event of-any conflict'between any provision of any
of those documents and this-Exhibit A.the terms of this Exhibit A shall
control:
All other provisions of the Note:and/orthe related:Deed of Trust,Assignment of
Rents or Hazardous:6ubstances Agreement,or.any other Related Documents which are a
part of the Loan,not specifically modified by this Exhibit.A,shall remain in.full:force.
and=effect. Nothing:contained herein_sbalFbe construed to Emit orimpair Lender's.
ability to enforce angor all of its rernedies with:respect to the collateral forthe L6an in
the event of default.
HOUSING AUTHORITY OFTHE COUNTY OF CONTRA:COSTA
By: By:
Rudy Tamayo,Executive Director John Hunter,Finance Directorof.
of Housing Authority of the County of Housing Authority of the Ciiunty of
:Contra Costa Contra Costal
s EXHIBIT $ Coxitinued
INK 3, 2006 2: 12PM FAIRFIELD RE CREDIT ADMINSVPINO. 547 IP. I
GOVERNMENTAL CERTIFICATE
"Pteformance3111T68hadeawea are for Lender s use only and donor limit the applicabtllty of this deoument to any particular loan or item.
Any iGsm above contalnin ••'P hes been omitted due to text length lim rations.
Entity: HOUSING AUTHORITY OF THE COUNTY OF Lender: WESTAMERICA BANK
CONTRA COSTA FAIRFIELD CREDIT ADMINISTRATION
P.O.80X 2758 4550 MANGELS BOULEVARD
MARTINEZ,CA 94569 PO BOX 1200 MAC A•1 R
SUISUN,CA 84585
WE,THE UNDERSIGNED,DO HEREBY CERTIFY THAT•.
THE ENTIYY'S EXISTENCE The complete and correct name of the governmental&Aft Ic HOUSING AUTHORITY OF THE COUNTY OF CONTRA
COSTA ("Enleyl. The Entity is a governmental entity which is, and at all times shell be, duly organized,validly existing,and in good standing under
and by virtuo of the laws and regulations of the Stale of California The Entity hat'fhe full power and authority to own its properties and to transact the
business and activities in which it is presently engaged or presently proposes to engage. The Entity maintains an otltce at 2870 HOWE ROAD,
MARTINEZ, CA 04663, The Err*shall do all things necessary to preserve and t0 keep In full force and effect its existence, rights and padoges,and
shelf comply with all regulations, rules, ordinances, statutes, orders and decrees of the Entity and any other govsrnmeMel or quasi-govemmenial
authority or court applicable to the Entity and The Entity's business activities.
CERTIFICATES ADOPTED. At a meeting Of the appropriate governing body Of the Entity, duly called and hold on October 90, 2006, at which a
quorvm was present and voting,or by other duly sulhofted action In Ileu of a meeting,the resolutions set forth in this Certificate were adopted.
OFFICIALS. The following named persons Is an Officials of HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA:
NAMES TITLES AUTHORIZED ACTUALSIGNATURES
RUDYTAMAYO EXECUTIVE DIRECTOR Y X
JOHN HUNTER FINANCE DIRECTOR • X
ACTIONS AUTHORIZED, Any Wo (2) of the authorized persons listed above may enter into any agreements of any nature with Lender, and those
agreements will bind the Entity. Specifically,but without)lmaa110n,any two(2)of such authorized persona is authorized,empowered,and directed to
do the following for and on behalf of the Entity:
Borrow Money. To borrow,as a cosigner or otherwise,from time to time from Lender,on such teems as may be agreed upon between the Entity
and Lender,such sum or sums of money as in theirjudgment should be borrowed;however,not exceeding at any one time the amount of Four
Million Two Hundred seventeen Thousand Five Hundred Ninety-two &00/100 Dollars ($4,217,S92,00), in addition to such sum or turns of
money as may be currently borrowed by the Entity from Londor.
Execute Notes. To axectae and deliver to Lender the promissory rate or notes, or other evidence of the Entity's credit accommodations. on
Lender's tams, at such rates of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any of the
Entity's Indebtedness to Lender, and also to exscute and deliver to Lender one or more renewals, extensions, modifications, refinancings,
consolidations,or substitutions for one or more of the notes,any pon'ron of the notes,or any other evidence of credit accommodations,
Grant Security. To mortgago, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any propemy now or
hereafter belonging to the Entity or In which the Entity now or hereafter may have an interest, Including without limitation all of the Entity's real
property and all of the Entlty's persona) property(tangible or frdangible), as security for the payment of any loans or credit accommodations so
obtained,any promissory notes so executed(including any amendmerb to or modifications,rahawale,and extensions of such promissory notes),
or any othor or furthor lhdobtedness of the Entity to Lender at any time owing, however the name may be evidenced. Such property may be
mortgaged,pledged,transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness Is incurred,
or at any other time or times, and may be erOter In addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed,
hypothecated or encumbered.
Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation
agreement and other security agreements and financing statements which Lander may require and which shall evidence the terms anti conditions
under and pursuant to which such liens and oncumbrances,or any of them,are given;and also to execute and deliver to Lender any other written
inarrumerts,any chattel paper, or any other collateral, of any kind or nature,which Lender may doom necesssry or proper in connection with or
pertaining to the giving of the lions and encumbrances. Nohvllhstariding the foregoing, any one of fhb above aufiorized persons may execute,
deliver,or record fihagcitV statements.
Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of
indebtedness payable to or belonging to the Entity or in which the Entity may have an interest,and either to receive cash for the some or to cause
such procaeda to W credited to the Entity's account with Lender,or to cause such other disposition of the proceeds derived therefrom as they
may doom advisable.
Further Aces. In the case of lines of credit,to designate additional or alternate individuals as being auftrized to request advances under such
lines, and in all oases,to do and perform ouch other acts and things,to pay any and all fees and costs, and to excoUle and deliver Such other
documents and agreements,Including agreements waiving the right to a trial by Jury, as the ollicials may In their diecretion deem reasonably
necessary or proper in order to carry into effactthe provisions of this Certificato.
ASSUMED BUSINESS NAMES. The Entity has filed oh recorded all dooumenTS or filings required by law relating to all assumed business names used
by the Entity. Excluding the name of the Entity,the following is a complete list of all assumed bustness names under which the Entity does business:
None,
NOTICES TO RIDER, The Entity will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may
designate from time to time) prior to any (A) change In the Enti 's name; 18) change in the Entity's assumed business namo(s); (C) change in the
structure of the Entity; (D) change in the authorized signer(s); (E) change In the Entity's principal office address: (F) change In the EnWa principal
residence;or (G) change in any other aspect of the Entity fiat directly or indirectly relates to any agreements betwcon the Ehttly and Lender.
CERTIFICATION CONOIERNING OFFICIALS AND CERTIFICATES. The Officials named above is duty elected,appointed,or employed by or for the
Entity,as the case may be,and occupy the positions eel Opposite,their respective names. This CerO mte now stands of record on the books of the
Entity,is In full force anq effect,and has not been modified or revoked in any manner whatsoever.
NOV: 12006 2: 12PM FAIRFIELD RE CREDIT ADMINSVP NO, 547 P. 2
GOVERNMENTAL CERTIFICATE �kFT-
Loan No., 212-50347 (Continued) page 2
CONTINUING VALIDITY. Any and all acts authorized pursuant to this Certificate and performed prior to the passage of this Cenificato are hereby'
ratified and approved. This Certificale shall be continuing, shall remain In full force and effect and Lender rrray rely on It until written notice of its
revocation shall have been delivered to and received by Lender at LwklDer addrasa shown above (or such addresses as Lender may debignate from
time to tune). Any such notice shall not affect any of the Enllgs agreements or Commitments in effect at the time noliice is given.
IN TESTIMONY WHEREOF,we have hereunto set our hand.
We each have read all the provisions of this Carllfloate, and we each pereonafly and an behalf of the Entity certify that all statements and
representations made In this Cenl1leato aro true and Correct. This Governmental Certificate is dated October 30,2006.
CERTIFIED TO AND ATTESTED BY:
x
RUDY A , CUTI E DIRECTOR of HOUSING
AUTHORITY OF THE CODNTY OF CONTRA COSTA
X
JOHN , FINANCE DIRECTOR of HOUSING
AUTHORITY OK THE COUNTY OF CONTRA COSTA
NOTC: 11 Ire MWa slpdne this Conill este IS doelanated by the toragung dom"mi m one el aro o(5aiats aU1140nD0010 bet on thr Fnlld'o behell,It I6 edvlaanle td haoo INE
CeAllcalo algnod by at INN oM riarWlhenrad dGeial of IM Entity.
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i
EXHIBIT B Continued
AUNC ' _rI
RECORDATION REQUESTED BY:
WESTAMERICA BANK
FAIRFIELD CREDIT ADMINISTRATION
4550 MANGELS BOULEVARD
PO BOX 1200 MAC A•1 B
SUISUN,CA 94585
WHEN RECORDED MAIL TO:
WESTAMERICA BANK
FAIRFIELD CREDIT ADMINISTRATION
4550 MANGELS BOULEVARD
PO BOX 1200 MAC A-1 B
SUISUN,CA 94585
FOR RECORDER'S USE ONLY
DEED OF TRUST
MAXIMUM LIEN. The lien of this Deed of Trust shall not exceed at any one time $2,847,500.00.
THIS DEED OF TRUST is dated October 30, 2006, among HOUSING AUTHORITY OF THE COUNTY OF
CONTRA COSTA , whose address is 2870 HOWE ROAD, MARTINEZ, CA 94553 ("Trustor"); WESTAMERICA
BANK, whose address is FAIRFIELD CREDIT ADMINISTRATION, 4550 MANGELS BOULEVARD, PO BOX 1200
MAC A-18, SUISUN, CA 94585 (referred to below sometimes as "Lender" and sometimes as "Beneficiary");
and WESTSTAR MORTGAGE CORPORATION, whose address is 4550 MANGELS BOULEVARD, FAIRFIELD,
CA 94534 (referred to below as "Trustee").
CONVEYANCE AND GRANT. For valuable consideration,Trustor Irrevocably grants,transfers and assigns to Trustee In trust,with power
of sale,for the benefit of Lender as Beneficiary,all of Trustor's right,title,and interest in and to the following described real property,together
with all existing or subsequently erected or affixed buildings, Improvements and fixtures; all easements, rights of way, and appurtenances; all
water,water rights and ditch rights(including stock in utilities with ditch or irrigation rights);and all other rights,royalties,and profits relating to the
real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in
CONTRA COSTA County, State of California:
EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF BY REFERENCE
The Real Property or Its address is commonly known as 2870 HOWE ROAD, MARTINEZ, CA. The
Assessor's Parcel Number for the Real Property is 376-090-018.
Trustor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Trustor's right,title,and Interest in and to all present
and future leases of the Property and all Rents from the Property. This is an absolute assignment of Rents made in connection with an obligation
secured by real property pursuant to California Civil Code Section 2938. In addition, Trustor grants to Lender a Uniform Commercial Code
security interest in the Personal Property and Rents.
THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL
PROPERTY,IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS
OF THE TRUSTOR UNDER THE NOTE,THE RELATED DOCUMENTS,AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND
ACCEPTED ON THE FOLLOWING TERMS:
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust,Trustor shall pay to Lender all amounts secured by this
Deed of Trust as they become due,and shall strictly and in a timely manner perform all of Trustor's obligations under the Note,this Deed of Trust,
and the Related Documents.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor's possession and use of the Property shall be governed
by the following provisions:
Possession and Use. Until the occurrence of an Event of Default,Trustor may (1) remain In possession and control of the Property; (2)
use,operate or manage the Property;and (3) collect the Rents from the Property.
Duty to Maintain. Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and
maintenance necessary to preserve Its value.
Compliance With Environmental Laws. Trustor represents and warrants to Lender that: (1) During the period of Trustor's ownership of
the Property,there has been no use,generation, manufacture,storage,treatment,disposal,release or threatened release of any Hazardous
Substance by any person on,under,about or from the Property; (2) Trustor has no knowledge of,or reason to believe that there has been,
except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any
use, generation, manufacture,storage,treatment, disposal, release or threatened release of any Hazardous Substance on, under,about or
from the Property by any prior owners or occupants of the Property,or (c) any actual or threatened litigation or claims of any kind by any
person relating to such matters;and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Trustor nor
any tenant,contractor,agent or other authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any
Hazardous Substance on,under,about or from the Property;and (b) any such activity shall be conducted in compliance with all applicable
_ DEED OF TRUST.._. i. " fir,.-
Loan No: 212-50347 (Continued) Page 2
federal,state,and local laws,regulations and ordinances,Including without limitation all Environmental Laws. Trustor authorizes Lender and
its agents to enter upon the Property to make such inspections and tests, at Trustor's expense, as Lender may deem appropriate to
determine compliance of the Property with this section of the Deed of Trust. Any Inspections or tests made by Lender shall be for Lender's
purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any other person. The
representations and warranties contained herein are based on Trustor's due diligence in investigating the Property for Hazardous
Substances. Trustor hereby (1) releases and waives any future claims against Lender for Indemnity or contribution in the event Trustor
becomes liable for cleanup or other costs under any such laws;and (2) agrees to indemnity and hold harmless Lender against any and all
claims, losses,liabilities,damages, penalties,and expenses which Lender may directly or Indirectly sustain or suffer resulting from a breach
of this section of the Dead of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened
release occurring prior to Trustor's ownership or Interest in the Property,whether or not the same was or should have been known to Trustor.
The provisions of this section of the Dead of Trust,including the obligation to indemnify,shall survive the payment of the Indebtedness and
the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the
Property,whether by foreclosure or otherwise.
Nuisance,Waste. Trustor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to
the Property or any portion of the Property. Without limiting the generality of the foregoing, Trustor will not remove, or grant to any other
party the right to remove,any timber, minerals(including oil and gas),coal,clay,scoria,soil,gravel or rock products without Lender's prior
written consent.
Removal of Improvements. Trustor shall not demolish or remove any Improvements from the Real Property without Lender's prior written
consent. As a condition to the removal of any Improvements, Lender may require Trustor to make arrangements satisfactory to Lender to
replace such Improvements with Improvements of at least equal value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to
attend to Lender's interests and to inspect the Real Property for purposes of Trustor's compliance with the terns and conditions of this Deed
of Trust.
Compliance with Governmental Requirements. Trustor shall promptly comply with all laws,ordinances,and regulations,now or hereafter
In effect,of all governments[authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With
Disabilities Act. Trustor may contest in good faith any such law,ordinance, or regulation and withhold compliance during any proceeding,
including appropriate appeals, so long as Trustor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion,
Lender's interests In the Property are not jeopardized. Lender may require Trustor to post adequate security or a surety bond, reasonably
satisfactory to Lender,to protect Lender's interest.
Duty to Protect. Trustor agrees neither to abandon or leave unattended the Property. Trustor shall do all other acts, in addition to those
acts set forth above in this section,which from the character and use of the Property are reasonably necessary to protect and preserve the
Property.
DUE ON SALE-CONSENT BY LENDER. Lender may,at Lender's option,declare Immediately due and payable all sums secured by this Deed
of Trust upon the sale or transfer,without Lender's prior written consent,of all or any part of the Real Property,or any Interest in the Real Property.
A"sale or transfer"means the conveyance of Real Property or any right,title or Interest in the Real Property;whether legal,beneficial or equitable;
whether voluntary or involuntary;whether by outright sale,dead,installment sale contract,land contract,contract for deed,leasehold interest with
a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust
holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Trustor Is a corporation,
partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (250/6) of the voting
stock,partnership interests or limited liability company interests,as the case may be,of such Trustor. However,this option shall not be exercised
by Lender if such exercise Is prohibited by applicable law.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust:
Payment. Trustor shall pay when due(and in all events at least ten (10)days prior to delinquency) all taxes, special taxes, assessments,
charges(including water and sewer),fines and impositions levied against or on account of the Property,and shall pay when due all claims
for work done on or for services rendered or material furnished to the Property. Trustor shall maintain the Property free of all liens having
priority over or equal to the interest of Lender under this Deed of Trust,except for the lien of taxes and assessments not due and except as
otherwise provided In this Deed of Trust.
Right to Contest. Trustor may withhold payment of any tax,assessment,or claim in connection with a good faith dispute over the obligation
to pay,so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment,Trustor shall within
fifteen(15)days after the lien arises or,If a lien Is filed,within fifteen(15)days after Trustor has notice of the filing,secure the discharge of the
lien,or if requested by Lender,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an
amount sufficient to discharge the lien plus any costs and attorneys'fees,or other charges that could accrue as a result of a foreclosure or
sale under the lien. In any contest,Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against
the Property. Trustor shall name Lender as an additional obligee under any surety bond furnished In the contest proceedings.
Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall
authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the
Property.
Notice of Construction. Trustor shall notify Lender at least fifteen(15)days before any work is commenced,any services are furnished,or
any materials are supplied to the Property, if any mechanic's lien,materialmen's lien,or other lien could be asserted on account of the work,
services,or materials. Trustor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Trustor can and
will pay the cost of such improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust.
Maintenance of Insurance. Trustor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on
a replacement basis for the full Insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of
FIN ri
'DEED OF TRUST
Loan No: 212-50347 (Continued) Page 3
any coinsurance clause,and with a standard mortgagee clause In favor of Lender. Trustor shall also procure and maintain comprehensive
general liability Insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in
such liability Insurance policies. Additionally, Trustor shall maintain such other insurance, including but not limited to hazard, business
interruption,and boiler insurance,as Lender may reasonably require. Notwithstanding the foregoing,in no event shall Trustor be required to
provide hazard Insurance in excess of the replacement value of the Improvements on the Real Property. Policies shall be written in form,
amounts,coverages and basis reasonably acceptable to Lender and Issued by a company or companies reasonably acceptable to Lender.
Trustor,upon request of Lender,will deliver to Lender from time to time the policies or oertigcates of insurance In form satisfactory to Lender,
including stipulations that coverages will not be cancelled or diminished without at least thirty(30)days prior written notice to Lender. Each
Insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act,
omission or default of Trustor or any other person. Should the Real Property be located in an area designated by the Director of the Federal
Emergency Management Agency as a special flood hazard area,Trustor agrees to obtain and maintain Federal Flood Insurance,if available,
within 45 days after notice is given by Lender that the Property is located In a special flood hazard area,for the full unpaid principal balance
of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance
Program,or as otherwise required by Lender,and to maintain such insurance for the term of the loan.
Application of Proceeds. Trustor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or
replacement exceeds $10,000.00. Lender may make proof of loss If Trustor tails to do so within fifteen (15) days of the casualty. If in
Lender's sole judgment Lender's security interest in the Property has been impaired,Lender may,at Lender's election,receive and retain the
proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness,payment of any lien affecting the Property,or the
restoration and repair of the Property. If the proceeds are to be applied to restoration and repair,Trustor shall repair or replace the damaged
or destroyed Improvements In a manner satisfactory to Lender. Lender shall,upon satisfactory proof of such expenditure,pay or reimburse
Trustor from the proceeds for the reasonable cost of repair or restoration if Trustor is not in default under this Dead of Trust. Any proceeds
which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the
Property shall be used first to pay any amount owing to Lender under this Deed of Trust,then to pay accrued Interest,and the remainder, if
any,shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness,
such proceeds shall be paid to Trustor as Trustors interests may appear.
Trustor's Report on Insurance. Upon request of Lender, however not more than once a year,Trustor shall furnish to Lender a report on
each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the
property Insured, the then current replacement value of such property, and the manner of determining that value;and (5) the expiration
date of the policy. Trustor shall, upon request of Lender,have an independent appraiser satisfactory to Lender determine the cash value
replacement cost of the Property.
TAX AND INSURANCE RESERVES. Subject to any limitations set by applicable law, Lender may require Trustor to maintain with Lender
reserves for payment of annual taxes,assessments, and insurance premiums, which reserves shall be created by advance payment or monthly
payments of a sum estimated by Lender to be sufficient to produce,amounts at least equal to the taxes,assessments,and insurance premiums to
be paid. The reserve funds shall be held by Lender as a general deposit from Trustor, which Lender may satisfy by payment of the taxes,
assessments,and insurance premiums required to be paid by Trustor as they become due. Lender shall have the right to draw upon the reserve
funds to pay such items,and Lender shall not be required to determine the validity or accuracy of any Item before paying it. Nothing in the Deed
of Trust shall be construed as requiring Lender to advance other monles for such purposes,and Lender shall not Incur any liability for anything it
may do or omit to do with respect to the reserve account. Subject to any limitations set by applicable law,if the reserve funds disclose a shortage
or deficiency,Trustor shall pay such shortage or deficiency as required by Lender. All amounts in the reserve account are hereby pledged to
further secure the Indebtedness,and Lender is hereby authorized to withdraw and apply such amounts on the Indebtedness upon the occurrence
of an Event of Default. Lender shall not be required to pay any Interest or earnings on the reserve funds unless required by law or agreed to by
Lender in writing. Lender does not hold the reserve funds in trust for Trustor, and Lender is not Trustor's agent for payment of the taxes and
assessments required to be paid by Trustor.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Trustor
falls to comply with any provision of this Deed of Trust or any Related Documents,including but not limited to Trustors failure to discharge or pay
when due any amounts Trustor Is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Trustors behalf
may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes,
liens,security interests,encumbrances and other claims,at any time levied or placed on the Property and paying all costs for insuring,maintaining
and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under
the Note from the date Incurred or paid by Lender to the date of repayment by Trustor. All such expenses will become a part of the Indebtedness
and,at Lender's option,will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable
with any Installment payments to become due during either (1) the term of any applicable Insurance policy;or (2) the remaining term of the
Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust also will secure payment
of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default.
WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust:
Title. Trustor warrants that: (a)Trustor holds good and marketable title of record to the Property in fee simple,free and clear of all liens and
encumbrances other than those set forth In the Real Property description or in any title insurance policy, title report, or final title opinion
issued in favor of,and accepted by, Lender in connection with this Deed of Trust,and (b)Trustor has the full right,power,and authority to
execute and deliver this Dead of Trust to Lender.
Defense of Title. Subject to the exception In the paragraph above,Trustor warrants and will forever defend the title to the Property against
the lawful claims of all persons. In the event any action or proceeding is commenced that questions Trustor's title or the interest of Trustee or
Lender under this Deed of Trust,Trustor shall defend the action at Trustor's expense. Trustor may be the nominal party in such proceeding,
but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice,and
Trustor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such
participation.
Compliance With Laws. Trustor warrants that the Property and Trustor's use of the Property complies with all existing applicable laws,
ordinances,and regulations of governmental authorities.
``- DEED OFTRUSTLoan No: 212-50347 (Continued) Page 4
Survival of Representations and Warranties. All representations,warranties,and agreements made by Trustor in this Deed of Trust shall
survive the execution and delivery of this Dead of Trust,shall be continuing In nature,and shall remain in full force and effect until such time
as Trustor's Indebtedness shall be paid in full.
CONDEMNATION. The following provisions relating to eminent domain and Inverse condemnation proceedings are a part of this Dead of Trust:
Proceedings. If any eminent domain or inverse condemnation proceeding is commenced affecting the.Property, Trustor shall promptly
notify Lender in writing, and Trustor shall promptly take such steps as may be necessary to pursue or defend the action and obtain the
award. Trustor may be the nominal party in any such proceeding,but Lender shall be entitled,at its election,to participate in the proceeding
and to be represented in the proceeding by counsel of its own choice, and Trustor will deliver or cause to be delivered to Lender such
Instruments and documentation as may be requested by Lender from time to time to permit such participation.
Application of Net Proceeds. If any award Is made or settlement entered Into in any condemnation proceedings affecting all or any part of
the Property or by any proceeding or purchase in lieu of condemnation, Lender may at Its election, and to the extent permitted by law,
require that all or any portion of the award or settlement be applied to the Indebtedness and to the repayment of all reasonable costs,
expenses,and attorneys'fees incurred by Trustee or Lender in connection with the condemnation proceedings.
IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,
fees and charges are a part of this Dead of Trust
Current Taxes, Fees and Charges. Upon request by Lender,Trustor shall execute such documents in addition to this Deed of Trust and
take whatever other action Is requested by Lender to perfect and continue Lender's lien on the Real Property. Trustor shall reimburse Lender
for all taxes, as described below, together with all expenses incurred In recording, perfecting or continuing this Dead of Trust, including
without limitation all taxes,fees,documentary stamps,and other charges for recording or registering this Deed of Trust.
Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Deed of Trust or upon all or any
part of the Indebtedness secured by this Dead of Trust; (2) a specific tax on Trustor which Trustor Is authorized or required to deduct from
payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender
or the holder of the Note;and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by
Trustor.
Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Dead of Trust,this event shall have the
same effect as an Event of Default,and Lender may exercise any or all of its available remedies for an Event of Default as provided below
unless Trustor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens
section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender.
SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part
of this Deed of Trust:
Security Agreement. This Instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures,and Lender
shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time.
Security Interest. Upon request by Lender,Trustor shall take whatever action is requested by Lender to perfect and continue Lender's
security interest in the Rents and Personal Property. Trustor shall reimburse Lender for all expenses incurred In perfecting or continuing this
security interest. Upon default, Trustor shall not remove, sever or detach the Personal Property from the Property. Upon default,Trustor
shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Trustor and Lender
and make it available to Lender within three(3)days after receipt of written demand from Lender to the extent permitted by applicable law.
Addresses. The mailing addresses of Trustor(debtor)and Lender(secured party)from which information concerning the security interest
granted by this Dead of Trust may be obtained(each as required by the Uniform Commercial Code) are as stated on the first page of this
Deed of Trust.
FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and atiomey-in-fact are a part of this
Dead of Trust:
Further Assurances. At any time,and from time to time,upon request of Lender,Trustor will make,execute and deliver,or will cause to be
made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or
rerecorded,as the case may be,at such times and in such offices and places as Lender may deem appropriate,any and all such mortgages,
deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance,
certificates,and other documents as may, in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete,perfect,
continue, or preserve (1) Trustor's obligations under the Note, this Dead of Trust, and the Related Documents, and (2) the liens and
security interests created by this Deed of Trust as first and prior liens on the Property,whether now owned or hereafter acquired by Trustor.
Unless prohibited by law or Lender agrees to the contrary in writing,Trustor shall reimburse Lender for all costs and expenses incurred in
connection with the matters referred to In this paragraph.
Attorney-In-Fact. If Trustor falls to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of
Trustor and at Trustor's expense. For such purposes, Trustor hereby Irrevocably appoints Lender as Trustor's attorney-in-fact for the
purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole
opinion,to accomplish the matters referred to in the preceding paragraph.
FULL PERFORMANCE. If Trustor pays all the Indebtedness when due,and otherwise performs all the obligations imposed upon Trustor under
this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Trustor suitable
statements of termination of any financing statement on file evidencing Lender's security Interest in the Rents and the Personal Property, Lender
may charge Trustor a reasonable reconveyance fee at the time of reconveyance.
EVENTS OF DEFAULT. Each of the following,at Lender's option,shall constitute an Event of Default under this Deed of Trust:
Payment Default. Trustor fails to make any payment when due under the Indebtedness.
Other Defaults. Trustor fails to comply with or to perform any other term,obligation,covenant or condition contained in this Deed of Trust or
Rin
DEED OF TRUSTS
Loan No 212-50347 (Continued)
Page 5
In any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Trustor.
Compliance Default. Failure to comply with any other tens,obligation,covenant or condition contained in this Deed of Trust,the Note or in
any of the Related Documents.
Default on Other Payments. Failure of Trustor within the time required by this Dead of Trust to make any payment for taxes or insurance,or
any other payment necessary to prevent filing of or to effect discharge of any lien.
Environmental Default. Failure of any party to comply with or perform when due any term,obligation,covenant or condition contained in
any environmental agreement executed in connection with the Property.
False Statements. Any warranty,representation or statement made or furnished to Lender by Trustor or on Trustor's behalf under this Deed
of Trust or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be In full force and effect(including failure of any
collateral document to create a valid and perfected security Interest or lien)at any time and for any reason.
Insolvency. The dissolution or termination of Trustors existence as a going business, the insolvency of Trustor, the appointment of a
receiver for any part of Trustor's property,any assignment for the benefit of creditors,any type of creditor workout,or the commencement of
any proceeding under any bankruptcy or Insolvency laws by or against Trustor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Trustor or by any governmental agency against any property securing the
Indebtedness. This includes a garnishment of any of Trustoes accounts, including deposit accounts,with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and If Trustor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an
adequate reserve or bond for the dispute.
Breach of Other Agreement. Any breach by Trustor under the terms of any other agreement between Trustor and Lender that is not
remedied within any grace period provided therein, Including without limitation any agreement concerning any indebtedness or other
obligation of Trustor to Lender,whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety,or accommodation party
of any of the Indebtedness or any guarantor,endorser,surety,or accommodation parry dies or becomes incompetent,or revokes or disputes
the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall not be
required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to
Lender,and,in doing so,cure any Event of Default.
Adverse Change. A material adverse change occurs in Trustor's financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is Impaired.
Right to Cure. If any default,other than a default in payment is curable and If Trustor has not been given a notice of a breach of the same
provision of this Dead of Trust within the preceding twelve(12)months,it may be cured if Trustor,after receiving written notice from Lender
demanding cure of such default (1) cures the default within fifteen (15) days; or (2) If the cure requires more than fifteen (15) days,
Immediately Initiates steps which Lender deems In Lender's sole discretion to be sufficient to cure the default and thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust,at any time thereafter, Trustee or Lender may
exercise any one or more of the following rights and remedies:
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make
expenditures or to take action to perform an obligation of Trustor under this Dead of Trust, after Trustor's failure to perform,shall not affect
Lender's right to declare a default and exercise its remedies.
Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this
Deed of Trust Immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice
of default and of election to cause to be sold the Property,which notice Trustee shall cause to be filed for record. Beneficiary also shall
deposit with Trustee this Deed of Trust, the Note, other documents requested by Trustee, and all documents evidencing expenditures
secured hereby. After the lapse of such time as may then be required by law following the recordation of the notice of default,and notice of
sale having been given as then required by law,Trustee,without demand on Trustor,shall sell the Property at the time and place fixed by it
in the notice of sale,either as a whole or in separate parcels,and in such order as It may determine, at public auction to the highest bidder
for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by
public announcement at such time and place of sale,and from time to time thereafter may postpone such sale by public announcement at
the time fixed by the preceding postponement In accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying
the Property so sold,but without any covenant or warranty,express or Implied. The recitals In such deed of any matters or facts shall be
conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary may purchase at such sale. After
deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall
apply the proceeds of sale to payment of: all sums expended under the terms hereof,not then repaid, with accrued interest at the amount
allowed by law in effect at the date hereof;all other sums then secured hereby;and the remainder, if any, to the person or persons legally
entitled thereto.
Judicial Foreclosure. With respect to all or any part of the Real Property,Lender shall have the right in lieu of foreclosure by power of sale
to foreclose by judicial foreclosure In accordance with and to the full extent provided by California law.
UCC Remedies. With respect to all or any part Of the Personal Property, Lender shall have all the rights and remedies of a secured party
under the Uniform Commercial Code, Including without limitation the right to recover any deficiency in the manner and to the full extent
DEED OF TRUST
J
Loan No: 212.50347 (Continued) Page 6
provided by California law.
C011e01:Rents. Lender shall have the right,without notice to Trustor to take possession of and manage the Property and collect the Rents,
including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In
furtherance of this right,Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender.
If the Rents are collected by Lender,then Trustor irrevocably designates Lender as Trustor's attomey-in-fact to endorse instruments received
in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender
In response to Lender's demand shall satisfy the obligations for which the payments are made,whether or not any proper grounds for the
demand existed. Lender may exercise Its rights under this subparagraph either in person,by agent,or through a receiver.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property,with the
power to protect and preserve the Property,to operate the Property preceding foreclosure or sale,and to collect the Rents from the Property
and apply the proceeds, over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond it
permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the
Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.
Tenancy at Sufferance. if Trustor remains In possession of the Property after the Property is sold as provided above or Lender otherwise
becomes entitled to possession of the Property upon default of Trustor, Trustor shall become a tenant at sufferance of Lender or the
purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the
Property immediately upon the demand of Lender.
Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law.
Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the time
after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given
at least ten(10)days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale
of the Real Property.
Sale of the Property. To the extent permitted by applicable law,Trustor hereby waives any and all rights to have the Property marshalled.
In exercising its rights and remedies,the Trustee or Lender shall be free to sell all or any part of the Property together or separately,in one
sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.
Attorneys'Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entltied
to recover such sum as the court may adjudge reasonable as attomeys'fees at trial and upon any appeal. Whether or not any court action is
Involved,and to the extent not prohibited by law,all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time
for the protection of Its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear
interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph Include, without limitation,
however subject to any limits under applicable law, Lender's attorneys'fees and Lender's legal expenses,whether or not there is a lawsuit,
including attorneys'fees and expenses for bankruptcy proceedings (Including efforts to modify or vacate any automatic stay or injunction),
appeals,and any anticipated post-judgment collection services, the cost of searching records,obtaining title reports (including foreclosure
reports),surveyors' reports,and appraisal fees,title insurance, and fees for the Trustee,to the extent permitted by applicable law. Trustor
also will pay any court costs,in addition to all other sums provided by law.
Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section.
POWERS AND OBLIGATIONS OF TRUSTEE The following provisions relating to the powers and obligations of Trustee are part of this Deed of
Trust
Powers of Trustee. In addition to all powers of Trustee arising as a matter of law,Trustee shall have the power to take the following actions
with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing and filing a map or plat of the Real
Property, Including the dedication of streets or other rights to the public; (b)join In granting any easement or creating any restriction on the
Real Property;and (c)join in any subordination or other agreement affecting this Dead of Trust or the interest of Lender under this Deed of
Trust.
Obligations to Notify. Trustee shall not be obligated to notity any other party of a pending sale under any other trust deed or lien,or of any
action or proceeding In which Trustor,Lender,or Trustee shall be a party,unless the action or proceeding is brought by Trustee.
Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and remedies set forth
above,with respect to all or any part of the Property,the Trustee shall have the right to foreclose by notice and sale,and Lender shall have
the right to foreclose by judicial foreclosure,in either case in accordance with and to the full extent provided by applicable law.
Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed under this
Deed of Trust by an Instrument executed and acknowledged by Lender and recorded in the office of the recorder of CONTRA COSTA
County, State of California. The instrument shall contain, in addition to all other matters required by state law, the names of the original
Lender,Trustee,and Trustor,the book and page where this Deed of Trust is recorded,and the name and address of the successor trustee,
and the instrument shall be executed and acknowledged by Lender or its successors in interest The successor trustee,without conveyance
of the Property,shall succeed to all the title,power,and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This
procedure for substitution of Trustee shall govern to the exclusion of all other provisions for substitution.
Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust,duly executed and acknowledged,is made a public record as
provided by law.
NOTICES. Any notice required to be given under this Deed of Trust shall be given in writing,and shall be effective when actually delivered,when
actually received by telefacsimile(unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,if mailed,
when deposited in the United States mall, as first class, certified or registered mall postage prepaid,directed to the addresses shown near the
beginning of this Deed of Trust. Trustor requests that copies of any notices of default and sale be directed to Trustor's address shown near the
beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Dead of Trust shall be
sent to Lender's address,as shown near the beginning of this Dead of Trust. Any party may change its address for notices under this Dead of
,A1 'i
411
4-1.
4
DEED OF TRUST `"` "
Loan No: 212.50347 (Continued) Page 7
Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice
purposes,Trustor agrees to keep Lender Informed at all times of Trustor's current address, Unless otherwise provided or required by law,if there
is more than one Trustor,any notice given by Lender to any Trustor Is deemed to be notice given to all Trustors.
STATEMENT OF OBLIGATION FEE. Lender may collect a fee, not to exceed the maximum amount permitted by law, for furnishing the
statement of obligation as provided by Section 2943 of the Civil Code of California.
ADDITIONAL EVENTS OF DEFAULT.LENDER MAY, In Its sole discretion,require Trustor to furnish Lender with Borrower's and/or Guarantors'
financial statements,tax returns,property rent rolls and such other financial information as required by Lender,in form and substance satisfactory
to Lender. Non-compliance will be considered an event of default.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust:
Amendments. This Deed of Trust,together with any Related Documents,constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given In writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment.
Annual Reports. If the Property is used for purposes other than Trustor's residence,Trustor shall furnish to Lender, upon request,a certified
statement of net operating income received from the Property during Trustor's previous fiscal year in such form and detail as Lender shall
require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the
operation of the Property.
Caption Headings. Caption headings In this Deed of Trust are for convenience purposes only and are not to be used to interpret or define
the provisions of this Deed of Trust
Merger. There shall be no merger of the Interest or estate created by this Deed of Trust with any other interest or estate in the Property at
any time held by or for the benefit of Lender in any capacity,without the written consent of Lender.
Governing Law. This Deed of Trust will be governed by federal law applicable to Lender and,to the extent not preempted by federal
law,the laws of the State of California without regard to Its conflicts of law provisions. This Deed of Trust has been accepted by
Lender in the State of California.
Choice of Venue. If there is a lawsuit,Trustor agrees upon Lender's request to submit to the jurisdiction of the courts of SOLANO County,
State of California.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Dead of Trust unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or
any other right. A waiver by Lender of a provision of this Dead of Trust shall not prejudice or constitute a waiver of Lender's right otherwise
to demand strict compliance with that provision or any other provision of this Dead of Trust. No prior waiver by Lender, nor any course of
dealing between Lender and Trustor, shall constitute a waiver of any of Lender's rights or of any of Trustor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Deed of Trust,the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent Instances where such consent Is required and In all cases such consent may be
granted or withheld in the sole discretion of Lender.
Severabillty. If a court of competent jurisdiction finds any provision of this Deed of Trust to be Illegal, invalid, or unenforceable as to any
circumstance,that finding shall not make the offending provision Illegal, invalid,or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that It becomes legal,valid and enforceable. If the offending provision cannot be so
modified,it shall be considered deleted from this Deed of Trust. Unless otherwise required by law,the Illegality, invalidity,or unenforceability
of any provision of this Deed of Trust shall not affect the legality,validity or enforceability of any other provision of this Deed of Trust.
Successors and Assigns. Subject to any limitations stated in this Dead of Trust on transfer of Trustor's interest,this Dead of Trust shall be
binding upon and inure to the benefit of the parties,their successors and assigns. If ownership of the Property becomes vested in a person
other than Trustor, Lender, without notice to Trustor, may deal with Trustor's successors with reference to this Deed of Trust and the
Indebtedness by way of forbearance or extension without releasing Trustor from the obligations of this Deed of Trust or liability under the
Indebtedness.
Time Is of the Essence. Time Is of the essence In the performance of this Deed of Trust
Waive Jury. All parties to this Deed of Trust hereby waive the right to any jury trial In any action, proceeding, or counterclaim
brought by any party against any other party.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Dead of Trust. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural,and the plural shall include the singular,as the content may require. Words and terms not otherwise
defined in this Dead of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code:
Beneficiary. The word"Beneficiary"means WESTAMERICA BANK,and its successors and assigns.
Borrower. The word "Borrower"means HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA and Includes all co-signers and
co-makers signing the Note and all their successors and assigns.
Deed of Trust. The words"Deed of Trust'mean this Deed of Trust among Trustor,Lender, and Trustee,and includes without limitation all
assignment and security interest provisions relating to the Personal Property and Rents.
Default The word"Default"means the Default set forth in this Dead of Trust in the section titled"Default".
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Superfund Amendments and
Reauthorization Act of 1986,Pub.L.No.99-499("SARA"),the Hazardous Materials Transportation Act,49 U.S.C. Section 1801,at seq.,the
Resource Conservation and Recovery Act,42 U.S.C. Section 6901, at seq.,Chapters 6.5 through 7.7 of Division 20 of the California Health
DEED OF TRUST
Loan No: 212-50347 (Continued) Page 8
and Safety Code,Section 25100,at seq.,or other applicable state or federal laws,rules,or regulations adopted pursuant thereto.
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Dead of Trust in the events of default
section of this Deed of Trust.
Guaranty. The word"Guaranty'means the guaranty from guarantor,endorser,surety,or accommodation party to Lender,including without
limitation a guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical,
chemical or Infectious characteristics,may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are
used in their very broadest sense and Include without limitation any and all hazardous or toxic substances,materials or waste as defined by
or listed under the Environmental Laws. The term "Hazardous Substances" also Includes, without limitation, petroleum and petroleum
byproducts or any fraction thereof and asbestos.
Improvements. The word'Improvements"means all existing and future improvements, buildings, structures, mobile homes affixed on the
Real Property,facilities,additions,replacements and other construction on the Real Property.
Indebtedness. The word "Indebtedness" means all principal, interest,and other amounts, costs and expenses payable under the Note or
Related Documents,together with all renewals of,extensions of,modifications of,consolidations of and substitutions for the Note or Related
Documents and any amounts expended or advanced by Lender to discharge Trustor's obligations or expenses incurred by Trustee or
Lender to enforce Trustor's obligations under this Deed of Trust,together with interest on such amounts as provided in this Deed of Trust.
Lender. The word"Lender"means WESTAMERICA BANK,Its successors and assigns.
Note. The word"Note"means the promissory note dated October 30,2006,In the original principal amount of $2,847,500.00
from Trustor to Lender,together with all renewals of, extensions of,modifications of, refinancings of,consolidations of,and substitutions for
the promissory note or agreement,
Personal Property. The words "Personal Property" mean all equipment,fixtures, and other articles of personal property now or hereafter
owned by Trustor, and now or hereafter attached or affixed to the Real Property;together with all accessions, parts, and additions to, all
replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance
proceeds and refunds of premiums)from any sale or other disposition of the Property.
Property. The word"Property"means collectively the Real Property and the Personal Property.
Real Property. The words"Real Property"mean the real property,interests and rights,as further described in this Deed of Trust.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements,security agreements,mortgages,deeds of trust,security deeds,collateral mortgages,and all other Instruments,agreements and
documents,whether now or hereafter existing,executed in connection with the Indebtedness.
Rents. The word "Rents"means all present and future leases,rents, revenues, Income,Issues,royalties,profits,and other benefits derived
from the Property together with the cash proceeds of the Rents.
Trustee. The word "Trustee" means WESTSTAR MORTGAGE CORPORATION, whose address is 4550 MANGELS BOULEVARD,
FAIRFIELD,CA 94534 and any substitute or successor trustees.
Trustor. The word"Trustor'means HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA.
TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST,AND TRUSTOR AGREES TO ITS TERMS.
TRUSTOR:
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
By:
RUDY TAMAYO, EXECUTIVE DIRECTOR of HOUSING AUTHORITY OF THE
COUNTY OF CONTRA COSTA
By:
JOHN HUNTER, FINANCE DIRECTOR of HOUSING AUTHORITY OF THE
COUNTY OF CONTRA COSTA
EXHIBIT "A"
DESCRIPTION:
The land referred to herein is situated in the State of California, County of Contra Costa, City of
Martinez,and is described as follows:
PARCEL ONE:
PARCEL B AS SHOWN ON THE PARCEL MAP FILED NOVEMBER 27, 1984, IN BOOK 113 OF
PARCEL MAPS,PAGE 25, CONTRA COSTA COUNTY RECORDS.
PARCEL TWO:
AN UNDIVIDED 31.85% INTEREST IN COMMON AREA. PARCEL D,AS SHOWN ON THE PARCEL
MAP FILED NOVEMBER 27, 1964, IN BOOK 113 OF PARCEL MAPS, PAGE 25,CONTRA COSTA
COUNTY RECORDS.
PARCEL THREE:
AN EASEMENT(NOT TO BE EXCLUSIVE)APPURTENANT TO PARCEL TWO ABOVE FOR INGRESS
AND EGRESS OVER A PORTION OF PARCEL"A"ON THE PARCEL MAP, FILED AUGUST 1, 1983,
BOOK 106 OF PARCEL MAPS, PAGE 39, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS
FOLLOWS:
BEGINNING ON THE NORTHWESTERLY LINE OF HOWE ROAD AT THE SOUTHWESTERLY
CORNER OF SAID PARCEL"A"; THENCE FROM SAID POINT OF BEGINNING, NORTH 39° 12'42"
WEST,ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL"A', 60.00 FEET;THENCE NORTH
500 47' 18"EAST, 15.00 FEET;THENCE SOUTH 39°12'42"EAST, 60.05 FEET TO A POINT ON SAID
NORTHWESTERLY LINE OF HOWE ROAD;THENCE SOUTHWESTERLY ALONG HOWE ROAD,
BEING ALONG THE ARC OF A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF
2,042.00 FEET,THE RADIUS POINT OF WHICH BEARS SOUTH 380 48'46"EAST,AN ARC
DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING.
EXCEPTING FROM PARCELS ONE AND TWO ABOVE:
ALL OIL, GAS,CASINGHEAD GASOLINE AND OTHER HYDROCARBON AND MINERAL
SUBSTANCES BELOW A POINT 500 FEET BELOW THE SURFACE OF SAID LAND,TOGETHER
WITH THE RIGHT TO TAKE, REMOVE, MINE AND DISPOSE OF ALL SAID OIL, GAS,CASINGHEAD
GASOLINE AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT ANY RIGHT
WHATSOEVER TO ENTER UPON THE SURFACE OF SAID LAND OR UPON ANY PART OF SAID
LAND WITHIN 500 FEET THEREOF. AS RESERVED IN THE DEED EXECUTED BY ROBERT C.
OLSON, ET UX, RECORDED FEBRUARY 2, 1984, BOOK 11638, PAGE 87, OFFICIAL RECORDS.
APN: 376-090-018
DEED_OF TRUST
Loan No: 212-50347 (Continued) Page 9
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF )
)SS
COUNTY OF )
On 20 before me,
personally appeared RUDY TAMAYO;JOHN HUNTER,personally known to me(or proved to me on the basis of satisfactory evidence)to be the
person(s)whose name(s)is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/herAheir signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s)
acted,executed the Instrument.
WITNESS my hand and offlclal seal.
Signature (Seal)
(DO NOT RECORD)
REQUEST FOR FULL- RECONVEYANCE
(To be used only when obligations have been paid in full)
To: Trustee
The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All sums secured by this Deed of Trust have
been fully paid and satisfied. You are hereby directed,upon payment to you of any sums owing to you under the terms of this Deed of Trust or
pursuant to any applicable statute,to cancel the Note secured by this Deed of Trust(which Is delivered to you together with this Deed of Trust),
and to reconvey,without warranty,to the parties designated by the terms of this Deed of Trust,the estate now held by you under this Deed of
Trust. Please mail the reconveyance and Related Documents to:
Date: Beneficiary:
By:
Its:
WFA PM I�uN VF,.{.M.M.tYI Iq,.11u1W FI,�iW18d01e�,Fs 10i].8Y6 MfYyN P,FwM. -G£'MMugYPl'��bf1.iC M1YT%4T
EXHIBIT B Continued
RECORDATION REQUESTED BY: � {,
WESTAMERICA BANK Ii
FAIRFIELD CREDIT ADMINISTRATION
4550 MANGELS BOULEVARD
PO BOX 1200 MAC A-1 B
SUISUN,CA 94585
WHEN RECORDED MAIL TO:
WESTAMERICA BANK
FAIRFIELD CREDIT ADMINISTRATION
4550 MANGELS BOULEVARD
PO BOX 1200 MAC A-1 B
SUISUN,CA 94585
FOR RECORDER'S USE ONLY
ASSIGNMENT OF RENTS
THIS ASSIGNMENT OF RENTS dated October 30, 2006, is made and executed between HOUSING
AUTHORITY OF THE COUNTY OF CONTRA COSTA , whose address is 2870 HOWE ROAD, MARTINEZ, CA
94553 (referred to below as "Grantor") and WESTAMERICA BANK, whose address is 4550 MANGELS
BOULEVARD, PO BOX 1200 MAC A-1 B, SUISUN, CA 94585 (referred to below as "Lender").
ASSIGNMENT. For valuable consideration, Grantor hereby assigns, grants a continuing security interest in,
and conveys to Lender all of Grantor's right, title, and Interest In and to the Rents from the following
described Property located in CONTRA COSTA County, State of California:
EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF BY REFERENCE
The Property or its address is commonly known as 2870 HOWE ROAD, MARTINEZ, CA. The Assessor's
Parcel Number for the Property is 376-090-018.
This is an absolute assignment of Rents made In connection with an obligation secured by property
pursuant to California Civil Code section 2938.
THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL
OBLIGATIONS OF GRANTOR UNDER THE NOTE,THIS ASSIGNMENT,AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN
AND ACCEPTED ON THE FOLLOWING TERMS:
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Related Documents, Grantor shall pay to Lender all
amounts secured by this Assignment as they become due, and shall strictly perform all of Grantor's obligations under this Assignment Unless
and until Lender exercises Its right to collect the Rents as provided below and so long as there is no default under this Assignment,Grantor may
remain in possession and control of and operate and manage the Property and collect the Rents,provided that the granting of the right to collect
the Rents shall not constitute Lender's consent to the use of cash collateral In a bankruptcy proceeding.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that
Ownership. Grantor is entitled to receive the Rents free and clear of all rights,loans,liens,encumbrances,and claims except as disclosed to
and accepted by Lender in writing.
Right to Assign. Grantor has the full right,power and authority to enter into this Assignment and to assign and convey the Rents to Lender.
No Prior Assignment Grantor has not previously assigned or conveyed the Rents to any other person by any Instrument now in force.
No Further Transfer. Grantor will not sell,assign,encumber,or otherwise dispose of any of Grantor's rights in the Rents except as provided
in this Assignment.
LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time, and even though no default shall have
occurred under this Assignment, to collect and receive the Rents. For this purpose, Lender is hereby given and granted the following rights,
powers and authority:
Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment and directing all Rents
to be paid directly to Lender or Lender's agent.
Enter the Property. Lender may enter upon and take possession of the Property;demand,collect and receive from the tenants or from any
other persons liable therefor, all of the Rents; institute and carry on all legal proceedings necessary for the protection of the Property,
Including such proceedings as may be necessary to recover possession of the Property;collect the Rents and remove any tenant or tenants
or other persons from the Property.
Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same In repair;to pay the costs thereof
and of all services of all employees,including their equipment,and of all continuing costs and expenses of maintaining the Property in proper
repair and condition, and also to pay all taxes, assessments and water utilities, and the premiums on fire and other insurance effected by
Lender on the Property.
ASSIGNMENT OF RENTS
Loan No: 212-50347 (Continued) la f Page 2
Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the State of Califomia and also all other
laws,rules,orders,ordinances and requirements of all other governmental agencies affecting the Property.
Lease the Property. Lender may rent or lease the whole or any part of the Property for such tens or terms and on such conditions as
Lender may deem appropriate.
Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate,either in Lender's name or in Grantor's name,
to rent and manage the Property,including the collection and application of Rents.
Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act
exclusively and solely in the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above.
No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things, and the fact that Lender shall have
performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing.
APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shalt be for Grantor's account and Lender
may pay such costs and expenses from the Rents. Lender,in Its sole discretion,shall determine the application of any and all Rents received by
it; however, any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All
expenditures made by Lender under this Assignment and not reimbursed from the Rents shell become a part of the Indebtedness secured by this
Assignment,and shall be payable on demand,with interest at the Note rate from date of expenditure until paid.
FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed upon Grantor
under this Assignment, the Note, and the Related Documents, Lender shall execute and deliver to Grantor a suitable satisfaction of this
Assignment and suitable statements of termination of any financing statement on file evidencing Lender's security Interest in the Rents and the
Property. Any termination fee required by law shall be paid by Grantor,if permitted by applicable law.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor
falls to comply with any provision of this Assignment or any Related Documents,including but not limited to Grantor's failure to discharge or pay
when due any amounts Grantor is required to discharge or pay under this Assignment or any Related Documents,Lender on Grantor's behalf may
(but shall not be obligated to)take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes,liens,
security interests, encumbrances and other claims, at any time levied or placed on the Rents or the Property and paying all costs for insuring,
maintaining and preserving the Property. All such expenditures Incurred or paid by Lender for such purposes will than bear Interest at the rate
charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of
the Indebtedness and,at Lender's option,will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among
and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy;or (2) the remaining
tens of the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Assignment also will secure
payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default.
DEFAULT. Each of the following,at Lender's option,shall constitute an Event of Default under this Assignment:
Payment Default. Grantor fags to make any payment when due under the Indebtedness.
Other Defaults. Grantor fails to comply with or to perform any other term,obligation,covenant or condition contained in this Assignment or
in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Grantor.
Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or Insurance,or
any other payment necessary to prevent filing of or to effect discharge of any lien.
Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in
any environmental agreement executed in connection with the Property.
False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this
Assignment or the Related Documents Is false or misleading in any material respect,either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Defective Collateralization. This Assignment or any of the Related Documents ceases to be in full force and effect(including failure of any
collateral document to create a valid and perfected security interest or lien)at any time and for any reason.
Insolvency. The dissolution or termination of Grantor's existence as a going business, the insolvency of Grantor, the appointment of a
receiver for any part of Grantor's property,any assignment for the benefit of creditors, any type of creditor workout,or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by Judicial proceeding, self-help,
repossession or any other method,by any creditor of Grantor or by any governmental agency against the Rents or any property securing the
Indebtedness. This includes a gamishment of any of Grantor's accounts, including deposit accounts,with Lender. However,this Event of
Default shall not apply If there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in Its sole discretion, as being an
adequate reserve or bond for the dispute.
Property Damage or Loss. The Property is lost,stolen,substantially damaged,sold,or borrowed against.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser,surety,or accommodation parry
of any of the Indebtedness or any guarantor,endorser,surety,or accommodation party dies or becomes incompetent,or revokes or disputes
the validity of, or liability under, any Guaranty of the indebtedness. In the event of a death, Lender, at Its option, may, but shall not be
required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to
Lender,and,In doing so,cure any Event of Default.
Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or
ASSIGNMENT OF RENTS
Loan No: 212-50347 (Continued) Page 3
performance of the Indebtedness Is Impaired.
Cure Provisions. If any default,other than a default in payment is curable and If Grantor has not been given a notice of a breach of the
same provision of this Assignment within the preceding twelve (12) months,It may be cured if Grantor, after receiving written notice from
Lender demanding cure of such default (1) cures the default within fifteen(15)days;or (2) if the cure requires more than fifteen(15)days,
immediately Initiates steps which Lender deems In Lender's sole discretion to be sufficient to cure the default and thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lender may exercise any one
or more of the following rights and remedies,in addition to any other rights or remedies provided by law:
Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately
due and payable,including any prepayment fee which Grantor would be required to pay.
Collect Rents. Lender shall have the right,without notice to Grantor,to take possession of the Property and collect the Rents, including
amounts pest due and unpaid,and apply the net proceeds,over and above Lender's costs,against the Indebtedness. In furtherance of this
right, Lender shall have all the rights provided for in the Lender's Right to Receive and Collect Rents Section, above. If the Rents are
collected by Lender, then Grantor irrevocably designates Lender as Grantor's attomey-in-fact to endorse instruments received In payment
thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in
response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the
demand existed. Lender may exercise Its rights under this subparagraph either in person,by agent,or through a receiver.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the
power to protect and preserve the Property,to operate the Property preceding foreclosure or sale,and to collect the Rents from the Property
and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if
permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the
Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.
Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by law.
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make
expenditures or to take action to perform an obligation of Grantor under this Assignment,after Grantor's failure to perform, shall not affect
Lender's right to declare a default and exercise Its remedies.
Attorneys'Fees;Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment,Lender shall be entitled to
recover such sum as the court may adjudge reasonable as attorneys'fees at trial and upon any appeal. Whether or not any court action Is
involved,and to the extent not prohibited by law,all reasonable expenses Lender Incurs that In Lender's opinion are necessary at any time
for the protection of its Interest or the enforcement of Its rights shall become a part of the Indebtedness payable on demand and shall bear
interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph Include, without limitation,
however subject to any limits under applicable law,Lender's attorneys'fees and Lender's legal expenses,whether or not there is a lawsuit,
including attorneys'fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction),
appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure
reports),surveyors'reports,and appraisal fees,title insurance,and fees for the Trustee, to the extent permitted by applicable law. Grantor
also will pay any court costs,in addition to all other sums provided by law.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment: "
Amendments. This Assignment,together with any Related Documents,constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment
Caption Headings. Caption headings In this Assignment are for convenience purposes only and are not to be used to interpret or define the
provisions of this Assignment
Governing Law. This Assignment will be governed by federal law applicable to Lender and,to the extent not preempted by federal
law, the laws of the State of California without regard to Its conflicts of law provisions. This Assignment has been accepted by
Lender In the State of California.
Choice of Venue. If there is a lawsuit,Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of SOLANO County,
State of Califomia.
Merger. There shall be no merger of the Interest or estate created by this assignment with any other interest or estate in the Property at any
time held by or for the benefit of Lender in any capacity,without the written consent of Lender.
Interpretation. (1) In all cases where there is more than one Borrower or Grantor,then all words used in this Assignment in the singular
shall be deemed to have been used In the plural where the context and construction so require. (2) If more than one person signs this
Assignment as"Grantor,"the obligations of each Grantor are joint and several. This means that ff Lender brings a lawsuit, Lender may sue
any one or more of the Grantors. If Borrower and Grantor are not the same person, Lender need not sue Borrower first,and that Borrower
need not be joined in any lawsuit (3) The names given to paragraphs or sections In this Assignment are for convenience purposes only.
They are not to be used to interpret or define the provisions of this Assignment
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver Is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender, nor any course of dealing
between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Assignment,the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender.
ASSIGNMENT OF RENTS
Loan No: 212-50347 (Continued) Page 4
Notices. Any notice required to be given under this Assignment shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile(unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,
if mailed, when deposited in the United States mall,as first class, certified or registered mail postage prepaid, directed to the addresses
shown near the beginning of this Assignment Any party may change its address for notices under this Assignment by giving formal written
notice to the other parties,specifying that the purpose of the notice Is to change the party's address. For notice purposes,Grantor agrees to
keep Lender Informed at all times of Grantor's current address. Unless otherwise provided or required by law, H there is more than one
Grantor,any notice given by Lender to any Grantor Is deemed to be notice given to all Grantors.
Powers of Attorney. The various agencies and powers of attorney conveyed on Lender under this Assignment are granted for purposes of
security and may not be revoked by Grantor until such time as the same are renounced by Lender.
Severability. If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any
circumstance,that finding shall not make the offending provision illegal, invalid,or unenforceable as to any other circumstance. It feasible,
the offending provision shall be considered modified so that it becomes legal,valid and enforceable. If the offending provision cannot be so
modified,it shall be considered deleted from this Assignment. Unless otherwise required by law,the Illegality,invalidity,or unenforceability of
any provision of this Assignment shall not affect the legality,validity or enforceability of any other provision of this Assignment.
Successors and Assigns. Subject to any limitations stated In this Assignment on transfer of Grantor's interest, this Assignment shall be
binding upon and Inure to the benefit of the parties,their successors and assigns. If ownership of the Property becomes vested in a person
other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Assignment and the
Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Assignment or liability under the
Indebtedness.
Time Is of the Essence. Time is of the essence in the performance of this Assignment
Waive Jury. All parties to this Assignment hereby waive the right to any jury trial In any action,proceeding,or counterclaim brought
by any party against any other party.
WAIVER OF RIGHT OF REDEMPTION. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS
ASSIGNMENT, GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF
FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT CREDITORS OF
GRANTOR,ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this Assignment. Unless specifically
stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise
defined in this Assignment shall have the meanings attributed to such terms In the Uniform Commercial Code:
Assignment The word'Assignment"means this ASSIGNMENT OF RENTS,as this ASSIGNMENT OF RENTS may be amended or modified
from time to time,together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time.
Borrower. The word"Borrower"means HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA.
Default The word"Default"means the Default set forth In this Assignment in the section titled'Default".
Event of Default. The words "Event of Default"mean any of the events of default set forth in this Assignment in the default section of this
Assignment.
Grantor. The word"Grantor"means HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA.
Guaranty. The word"Guaranty"means the guaranty from guarantor,endorser,surety,or accommodation party to Lender,including without
limitation a guaranty of all or part of the Note.
Indebtedness. The word"Indebtedness' means all principal, interest, and other amounts, costs and expenses payable under the Note or
Related Documents,together with all renewals of,extensions of,modifications of,consolidations of and substitutions for the Note or Related
Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses Incurred by Lender to
enforce Grantor's obligations under this Assignment,together with interest on such amounts as provided in this Assignment.
Lender. The word"Lender"means WESTAMERICA BANK,its successors and assigns.
Note. The word"Note"means the promissory note dated October 30,2006, in the original principal amount of $2,647,500.00
from Grantor to Lender,together with all renewals of,extensions of,modifications of,refinancings of,consolidations of,and substitutions for
the promissory note or agreement
Property. The word 'Property" means all of Grantor's right, title and interest In and to all the Property as described In the "Assignment"
section of this Assignment
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements,security agreements,mortgages,deeds of trust,security deeds,collateral mortgages,and all other instruments,agreements and
documents,whether now or hereafter existing,executed in connection with the Indebtedness.
Rents. The word "Rents"means all of Grantor's present and future rights,tllle and Interest In,to and under any and all present and future
leases, including, without limitation, all rents, revenue, Income, issues, royalties, bonuses, accounts receivable, cash or security deposits,
advance rentals, profits and proceeds from the Property, and other payments and benefits derived or to be derived from such leases of
every kind and nature,whether due now or later,including without limitation Grantor's right to enforce such leases and to receive and collect
payment and proceeds thereunder.
EXHIBIT"A"
DESCRIPTION:
The land referred to herein is situated in the State of California, County of Contra Costa, City of
Martinez, and is described as follows:
PARCEL ONE:
PARCEL B AS SHOWN ON THE PARCEL MAP FILED NOVEMBER 27, 1984, IN BOOK 113 OF
PARCEL MAPS, PAGE 25,CONTRA COSTA COUNTY RECORDS.
PARCEL TWO:
AN UNDIVIDED 31.85% INTEREST IN COMMON AREA. PARCEL D,AS SHOWN ON THE PARCEL
MAP FILED NOVEMBER 27, 1984, IN BOOK 113 OF PARCEL MAPS, PAGE 25, CONTRA COSTA
COUNTY RECORDS.
PARCEL THREE:
AN EASEMENT(NOT TO BE EXCLUSIVE)APPURTENANT TO PARCEL TWO ABOVE FOR INGRESS
AND EGRESS OVER A PORTION OF PARCEL"A"ON THE PARCEL MAP, FILED AUGUST 1, 1983,
BOOK 106 OF PARCEL MAPS, PAGE 39,CONTRA COSTA COUNTY RECORDS, DESCRIBED AS
FOLLOWS:
BEGINNING ON THE NORTHWESTERLY LINE OF HOWE ROAD AT THE SOUTHWESTERLY
CORNER OF SAID PARCEL"A";THENCE FROM SAID POINT OF BEGINNING, NORTH 39° 12'42"
WEST,ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL"A',60.00 FEET;THENCE NORTH
500 47' 18" EAST, 15.00 FEET;THENCE SOUTH 390 12'42"EAST,60.05 FEET TO A POINT ON SAID
NORTHWESTERLY LINE OF HOWE ROAD;THENCE SOUTHWESTERLY ALONG HOWE ROAD,
BEING ALONG THE ARC OF A CURVE CONCAVE TO THE SOUTHEAST,HAVING A RADIUS OF
2,042.00 FEET,THE RADIUS POINT OF WHICH BEARS SOUTH 380 48'46"EAST,AN ARC
DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING.
EXCEPTING FROM PARCELS ONE AND TWO ABOVE:
ALL OIL, GAS,CASINGHEAD GASOLINE AND OTHER HYDROCARBON AND MINERAL
SUBSTANCES BELOW A POINT 500 FEET BELOW THE SURFACE OF SAID LAND,TOGETHER
WITH THE RIGHT TO TAKE, REMOVE,MINE AND DISPOSE OF ALL SAID OIL, GAS,CASINGHEAD
GASOLINE AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT ANY RIGHT
WHATSOEVER TO ENTER UPON THE SURFACE OF SAID LAND OR UPON ANY PART OF SAID
LAND WITHIN 500 FEET THEREOF, AS RESERVED IN THE DEED EXECUTED BY ROBERT C.
OLSON, ET UX, RECORDED FEBRUARY 2, 1984, BOOK 11638, PAGE 87, OFFICIAL RECORDS.
APN: 376-090-018
ASSIGNMENT OF RENTS
Loan No: 212-50347 (Continued) Page 5
THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS
AN AUTHORIZED SIGNER, HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON OCTOBER
30,2006.
GRANTOR:
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
By:
RUDY TAMAYO, EXECUTIVE DIRECTOR of HOUSING AUTHORITY OF THE
COUNTY OF CONTRA COSTA
By:
JOHN HUNTER, FINANCE DIRECTOR of HOUSING AUTHORITY OF THE
COUNTY OF CONTRA COSTA
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF )
)SS
COUNTY OF )
On 20 before me,
personally appeared RUDY TAMAYO;JOHN HUNTER,personally known to me(or proved to me on the basis of satisfactory evidence)to be the
person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that ha/she/they executed the same in his/herAheir
authorized oapacity(ies),and that by his/herAhelr signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted,executed the instrument
WITNESS my hand and official seal.
Signature (Seal)
WEA M l M.W.6'ZMM C q.KNtl fiiW,l BMb,,.Yn.IO1.AY. N FON Arpp6 .G EN Wwplapp"FN IkM MIUM M7
EXHIBIT B Continued
RECORDATION REQUESTED BY:
WESTAMERICA BANK
FAIRFIELD CREDIT ADMINISTRATION
4550 MANGELS BOULEVARD
PO BOX 1200 MAC A-IB
SUISUN,CA 94585
WHEN RECORDED MAIL TO:
WESTAMERICA BANK
FAIRFIELD CREDIT ADMINISTRATION
4550 MANGELS BOULEVARD
PO BOX 1200 MAC A-IB
SUISUN,CA 94585
FOR RECORDER'S USE ONLY
HAZARDOUS SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT
THIS HAZARDOUS SUBSTANCES AGREEMENT dated October 30, 2006, Is made and executed among
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA , P.O. BOX 2759, MARTINEZ, CA 94553
(sometimes referred to below as "Borrower" and sometimes as "Indemnitor"); and WESTAMERICA BANK,
FAIRFIELD CREDIT ADMINISTRATION, 4550 MANGELS BOULEVARD, PO BOX 1200 MAC A-1B, SUISUN, CA
94585 (referred to below as "Lender"). For good and valuable consideration and to induce Lender to make
a Loan to Borrower, each party executing this Agreement hereby represents and agrees with Lender as
follows:
PROPERTY DESCRIPTION. The word "Property" as used In this Agreement means the following Real Property located in CONTRA COSTA
County,State of California:
EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF BY REFERENCE
The Real Property or Its address Is commonly known as 2870 HOWE ROAD, MARTINEZ, CA. The Assessor's Parcel Number for the Real
Property Is 376-090-018.
REPRESENTATIONS. The following representations are made to Lender,subject to disclosures made and accepted by Lender in writing:
Use of Property. After due inquiry and investigation, Indemnitor has no knowledge, or reason to believe, that there has been any use,
generation,manufacture,storage,treatment,refinement,transportation,disposal,release,or threatened release of any Hazardous Substance
by any person on,under,or about the Property.
Hazardous Substances. After due inquiry and Investigation, Indemnitor has no knowledge, or reason to believe, that the Collateral,
whenever and whether owned by previous Occupants,has ever contained asbestos,PCB or other Hazardous Substances,whether used In
construction or stored on the Collateral.
No Notices. Indemnitor has received no summons, citation, directive, letter or other communication, written or oral, from any agency or
department of any county or state or the U.S.Government concerning any intentional or unintentional action or omission on, under,or about
the Property which has resulted In the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous
Substances into any waters or onto any lands or where damage may have resulted to the lands,waters,fish,shellfish, wildlife,biota,air or
other natural resources.
AFFIRMATIVE COVENANTS. Subject to disclosures made and accepted by Lender in writing,Indemnitor covenants with Lender as follows:
Use of Property. Indemnitor will not use and does not intend to use the Property to generate, manufacture, refine, transport,treat, store,
handle or dispose of any Hazardous Substances.
Compliance with Environmental Laws. Indemnitor shall cause the Collateral and the operations conducted on it to comply with any and all
Environmental Laws and orders of any governmental authorities having jurisdiction under any Environmental Laws and shall obtain,keep in
effect and comply with all governmental permits and authorizations required by Environmental Laws with respect to such Collateral or
operations. Indemnitor shall furnish Lender with copies of all such permits and authorizations and any amendments or renewals of them and
shall notify Lender of any expiration or revocation of such permits or authorizations.
Preventive, Investigatory and Remedial Action. Indemnitor shall exercise extreme care in handling Hazardous Substances if Indemnitor
uses or encounters any. Indemnitor, at Indemnitor's expense, shall undertake any and all preventive, investigatory or remedial action
(including emergency response, removal, containment and other remedial action) (a) required by any applicable Environmental Laws or
orders by any governmental authority having jurisdiction under Environmental Laws, or (b) necessary to prevent or minimize property
damage(including damage to Occupant's own property),personal injury or damage to the environment,or the threat of any such damage or
injury, by releases of or exposure to Hazardous Substances in connection with the Property or operations of any Occupant on the Property.
In the event Indemnitor falls to perform any of Indemnitor's obligations under this section of the Agreement, Lender may(but shall not be
required to) perform such obligations at Indemnitor's expense. All such costs and expenses incurred by Lender under this section and
otherwise under this Agreement shall be reimbursed by Indemnitor to Lender upon demand with interest at the Loan default rate, or in the
absence of a default rate,at the Loan interest rate. Lender and Indemnitor intend that Lender shall have full recourse to Indemnitor for any
sum at any time due to Lender under this Agreement. in performing any such obligations of Indemnitor, Lender shall at all times be deemed
to be the agent of Indemnitor and shall not by reason of such performance be deemed to be assuming any responsibility of Indemnitor
4
HAZARDOUS SUBSTANCES AGREEMENT
Loan No: 212.50347 (Continued) Page 2
under any Environmental Law or to any third party. Indemnitor hereby irrevocably appoints lender as Indemnttor's attorney-in-fact with full
power to perform such of Indemnitor's obligations under this section of the Agreement as Lender deems necessary and appropriate.
Notices. Indemnitor shall Immediately notify Lender upon becoming aware of any of the following:
(1) Any spill,release or disposal of a Hazardous Substance on any of the Property,or In connection with any of its operations if such
spill,release or disposal must be reported to any governmental authority under applicable Environmental Laws.
(2) Any contamination, or Imminent threat of contamination, of the Property by Hazardous Substances, or any violation of
Environmental Laws in connection with the Property or the operations conducted on the Property.
(3) Any order,notice of violation,fine or penalty or other similar action by any governmental authority relating to Hazardous Substances
or Environmental Laws and the Property or the operations conducted on the Property.
(4) Any judicial or administrative Investigation or proceeding relating to Hazardous Substances or Environmental Laws and to the
Property or the operations conducted on the Property.
(5) Any matters relating to Hazardous Substances or Environmental Laws that would give a reasonably prudent Lender cause to be
concerned that the value of Lender's security interest in the Property may be reduced or threatened or that may impair,or threaten to
impair,Indemnitor's ability to perform any of Its obligations under this Agreement when such performance is due.
Access to Records. Indemnitor shall deliver to Lender,at Lender's request,copies of any and all documents in Indemnitor's possession or
to which it has access relating to Hazardous Substances or Environmental Laws and the Property and the operations conducted on the
Property, including without limitation results of laboratory analyses, site assessments or studies, environmental audit reports and other
consultants'studies and reports.
Inspections. Lender reserves the right to inspect and investigate the Property and operations on It at any time and from time to time,and
Indemnitor shall cooperate fully with Lender in such inspection and investigations. If Lender at any time has reason to believe that
Indemnitor or any Occupants of the Property are not complying with all applicable Environmental Laws or with the requirements of this
Agreement or that a material spill, release or disposal of Hazardous Substances has occurred on or under the Property, Lender may require
Indemnitor to furnish Lender at Indemnfor's expense an environmental audit or a site assessment with respect to the matters of concern to
Lender. Such audit or assessment shall be performed by a qualified consultant approved by Lender. Any inspections or tests made by
Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to any
Indemnitor or to any other person.
INDEMNITOR'S WAIVER AND INDEMNIFICATION. Indemnitor hereby indemnifies and holds harmless Lender and Lender's officers,directors,
employees and agents, and Lender's successors and assigns and their officers, directors, employees and agents against any and all claims,
demands, losses, liabilities, costs and expenses (including without.limitation attorneys' fees at trial and on any appeal or petition for review)
incurred by such person (a)arising out of or relating to any Investigatory or remedial action involving the Property,the operations conducted on
the Property or any other operations of Indemnitor or any Occupant and required by Environmental Laws or by orders of any governmental
authority having jurisdiction under any Environmental Laws, or (b)on account of injury to any person whatsoever or damage to any property
arising out of, in connection with,or In any way relating to (t)the breach of any covenant contained in this Agreement, (ii) the violation of any
Environmental Laws, (iii) the use,treatment, storage, generation, manufacture, transport,release, spill disposal or other handling of Hazardous
Substances on the Property, (iv)the contamination of any of the Property by Hazardous Substances by any means whatsoever(including without
limitation any presently existing contamination of the Property),or (v)any costs incurred by Lender pursuant to this Agreement. In addition to this
indemnity, Indemnitor hereby releases and waives all present and future claims against Lender for indemnity or contribution in the event
Indemnitor becomes liable for cleanup or other costs under any Environmental Laws.
PAYMENT: FULL RECOURSE TO INDEMNITOR. Indemnitor Intends that Lender shall have full recourse to Indemnitor for indemnitor's
obligations under this Agreement as they become due to Lender. Such liabilities,losses,claims,damages and expenses shall be reimbursable to
Lender as Lender's obligations to make payments with respect thereto are incurred,without any requirement of waiting for the ultimate outcome of
any litigation,claim or other proceeding,and Indemnitor shall pay such liability,losses, claims,damages and expenses to Lender as so incurred
within thirty(30)days after written notice from Lender. Lender's notice shall contain a brief Itemization of the amounts incurred to the date of such
notice. In addition to any remedy available for failure to pay periodically such amounts, such amounts shall thereafter bear interest at the Loan
default rate,or In the absence of a default rate,at the Loan Interest rate.
SURVIVAL. The covenants contained in this Agreement shall survive (A) the repayment of the Indebtedness, (8) any foreclosure, whether
judicial or nonjudicial,of the Property,and(C) any delivery of a deed in lieu of foreclosure to Lender or any successor of Lender. The covenants
contained in this Agreement shall be for the benefit of Lender and any successor to Lender,as holder of any security interest in the Property or the
indebtedness secured thereby,or as owner of the Property following foreclosure or the delivery of a deed in lieu of foreclosure.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement,together with any Related Documents,constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Agreement No alteration of or amendment to this,Agreement shall be effective unless given in writing and
signed by the parry or parties sought to be charged or bound by the alteration or amendment
Attorneys'Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Agreement, Lender shall be entitled to
recover such sum as the court may adjudge reasonable as attorneys'Tees at trial and upon any appeal. Whether or not any court action is
involved,and to the extent not prohibited by law,all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time
for the protection of Its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear
interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation,
however subject to any limits under applicable law, Lender's attorneys'fees and Lender's legal expenses,whether or not there is a lawsuit,
including attorneys'fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services,the cost of searching records, obtaining title reports (including foreclosure
reports), surveyors' reports,and appraisal fees and title insurance, to the extent permitted by applicable law. Indemnitor also will pay any
court costs,In addition to all other sums provided by law.
^yi. -
- HAZARDOUS SUBSTANCES AGREEMENT— " "
Loan No: 212-50347 (Continued) Page 3
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement
Governing Law. This Agreement will be governed by federal law applicable to Lender and,to the extent not preempted by federal
law, the laws of the State of California without regard to Its conflicts of law provisions. This Agreement has been accepted by
Lender in the State of California.
Choice of Venue. If there is a lawsuit, Indemnitor agrees upon Lender's request to submit to the jurisdiction of the courts of SOLANO
County,State of California.
Joint and Several Liability. All obligations of Indemnitor under this Agreement shall be joint and several,and all references to Indemnitor
shall mean each and every Indemnitor. This means that each Indemnitor signing below is responsible for all obligations in this Agreement.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender,nor any course of dealing between
Lender and Indemnitor,shall constitute a waiver of any of Lender's rights or of any of Indemnitor's obligations as to any future transactions.
Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not
constitute continuing consent to subsequent instances where such consent is required and In all cases such consent may be granted or
withheld in the sole discretion of Lender. Indemnitor hereby waives notice of acceptance of this Agreement by Lender.
Notices. Any notice required to be given under this Agreement shall be given in writing,and shall be effective when actually delivered,when
actually received by telefacsimile(unless otherwise required by law), when deposited with a nationally recognized overnight courier, or. It
mailed,when deposited In the United States mail,as first Gass,certified or registered mail postage prepaid,directed to the addresses shown
near the beginning of this Agreement. Any party may change Its address for notices under this Agreement by giving formal written notice to
the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes,Indemnitor agrees to keep
Lender informed at all times of Indemnitor's current address. Unless otherwise provided or required by law, If there is more than one
Indemnitor,any noticagiven by Lender to any Indemnitor is deemed to be notice given to all Indemnitors.
Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision Illegal, invalid,or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal,valid and enforceable. If the offending provision cannot be so
modified,it shall be considered deleted from this Agreement. Unless otherwise required by law,the illegality, invalidity,or unenforceability of
any provision of this Agreement shall not affect the legality,validity or enforceability of any other provision of this Agreement
Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Indemnitor's interest, this Agreement shall be
binding upon and inure to the benefit of the parties,their successors and assigns. If ownership of the Collateral becomes vested in a person
other than Indemnitor,Lender,without notice to Indemnitor,may deal with Indemnitor's successors with reference to this Agreement and the
Indebtedness by way of forbearance or extension without releasing Indemnitor from the obligations of this Agreement or liability under the
Indebtedness.
Time Is of the Essence. Time is of the essence in the performance of this Agreement.
Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought
by any party against any other party.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically
stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terns
used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise
defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
AgreemenL The word "Agreement" means this Hazardous Substances Agreement, as this Hazardous Substances Agreement may be
amended or modified from time to time,together with all exhibits and schedules attached to this Hazardous Substances Agreement from time
to time.
Collateral. The word "Collateral" means all of Indemnitor's right,title and interest in and to all the Collateral as described in the Collateral
Description section of this Agreement.
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Superfund Amendments and
Reauthorization Act of 1986,Pub.L.No.99-499("SARA"),the Hazardous Materials Transportation Act 49 U.S.C. Section 1801, at seq.,the
Resource Conservation and Recovery Act,42 U.S.C. Section 6901, at seq., Chapters 6.5 through 7.7 of Division 20 of the California Health
and Safety Code,Section 25100,at seq.,or other applicable state or federal laws,rules,or regulations adopted pursuant thereto.
Hazardous Substances. The words "Hazardous Substances' mean materials that, because of their quantity, concentration or physical,
chemical or Infectious characteristics,may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words 'Hazardous Substances" are
used In their very broadest sense and include without limitation any and all hazardous or toxic substances,materials or waste as defined by
or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum
by-products or any fraction thereof and asbestos.
indebtedness. The word "Indebtedness"means all principal, Interest, and other amounts, costs and expenses payable under the Note or
Related Documents,together with all renewals of, extensions of,modifications of,consolidations of and substitutions for the Note or Related
Documents and any amounts expended or advanced by Lender to discharge Indemnitor's obligations or expenses incurred by Lender to
enforce Indemnitor's obligations under this Agreement,together with Interest on such amounts as provided In this Agreement
Lender. The word'Lender"means WESTAMERICA BANK,Its successors and assigns.
HAZARDOUS SUBSTANCES AGREEMENT"
Loan No: 212-50347 (Continued) Page 4
Occupant The word "Occupant"means individually and collectively all persons or entities occupying or utilizing the Collateral,whether as
owner,tenant,operator or other occupant.
Property. The word "Property" means all of Indemnitor's right, title and Interest In and to all the Property as described in the *Collateral
Description'section of this Agreement.
Real Property. The words"Real Property'mean the real property,interests and rights,as further described in this Agreement.
Related Documents. The words *Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental
agreements,security agreements,mortgages,deeds of trust security deeds,collateral mortgages,and all other Instruments,agreements and
documents,whether now or hereafter existing,executed In connection with the Indebtedness.
EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT, AND EACH
AGREES TO ITS TERMS. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS AGREEMENT EFFECTIVE THIS
AGREEMENT IS DATED OCTOBER 30,200&
BORROWER:
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
By:
RUDY TAMAYO, EXECUTIVE DIRECTOR of HOUSING AUTHORITY OF THE
COUNTY OF CONTRA COSTA
By:
JOHN HUNTER, FINANCE DIRECTOR of HOUSING AUTHORITY OF THE
COUNTY OF CONTRA COSTA
LENDER:
WESTAMERICA,BANK
X
Authorized Signer
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF
)SS
COUNTY OF
On 20_before me,
personally appeared RUDY TAMAYO;JOHN HUNTER,personally known to me(or proved to me on the basis of satisfactory evidence)to be the
person(s)whose name(s)is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(iss), and that by his/her/thelr signature(s) on the Instrument the person(s),or the entity upon behalf of which the person(s)
acted,executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
EXHIBIT"A"
DESCRIPTION:
The land referred to herein is situated in the State of California, County of Contra Costa, City of
Martinez,and Is described as follows:
PARCEL ONE:
PARCEL B AS SHOWN ON THE PARCEL MAP FILED NOVEMBER 27, 1984, IN BOOK 113 OF
PARCEL MAPS,PAGE 25, CONTRA COSTA COUNTY RECORDS.
PARCEL TWO:
AN UNDIVIDED 31.85% INTEREST IN COMMON AREA. PARCEL D,AS SHOWN ON THE PARCEL
MAP FILED NOVEMBER 27, 1984, IN BOOK 113 OF PARCEL MAPS, PAGE 25, CONTRA COSTA
COUNTY RECORDS.
PARCEL THREE:
AN EASEMENT(NOT TO BE EXCLUSIVE)APPURTENANT TO PARCEL TWO ABOVE FOR INGRESS
AND EGRESS OVER A PORTION OF PARCEL"A"ON THE PARCEL MAP, FILED AUGUST 1, 1983,
BOOK 106 OF PARCEL MAPS, PAGE 39,CONTRA COSTA COUNTY RECORDS,DESCRIBED AS
FOLLOWS:
BEGINNING ON THE NORTHWESTERLY LINE OF HOWE ROAD AT THE SOUTHWESTERLY
CORNER OF SAID PARCEL"A";THENCE FROM SAID POINT OF BEGINNING, NORTH 39° 12'42"
WEST,ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL"A", 60.00 FEET;THENCE NORTH
500 47' 18"EAST, 15.00 FEET;THENCE SOUTH 391 12'42"EAST,60.05 FEET TO A POINT ON SAID
NORTHWESTERLY LINE OF HOWE ROAD;THENCE SOUTHWESTERLY ALONG HOWE ROAD,
BEING ALONG THE ARC OF A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF
2,042.00 FEET,THE RADIUS POINT OF WHICH BEARS SOUTH 380 48'46"EAST,AN ARC
DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING.
EXCEPTING FROM PARCELS ONE AND TWO ABOVE:
ALL OIL, GAS,CASINGHEAD GASOLINE AND OTHER HYDROCARBON AND MINERAL
SUBSTANCES BELOW A POINT 500 FEET BELOW THE SURFACE OF SAID LAND,TOGETHER
WITH THE RIGHT TO TAKE,REMOVE,MINE AND DISPOSE OF ALL SAID OIL, GAS,CASINGHEAD
GASOLINE AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT ANY RIGHT
WHATSOEVER TO ENTER UPON THE SURFACE OF SAID LAND OR UPON ANY PART OF SAID
LAND WITHIN 500 FEET THEREOF. AS RESERVED IN THE DEED EXECUTED BY ROBERT C.
OLSON, ET UX, RECORDED FEBRUARY 2, 1984, BOOK 11638, PAGE 87, OFFICIAL RECORDS.
APN: 376-090-018
"HAZARDOUS SUBSTANCES AGREEMENT -
Loan No: 212-50347 (Continued) Page 5
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF )
)SS
COUNTY OF )
On 20 before me,
personally appeared personally known to me (or proved to me on the basis of
satisfactory evidence)to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me that he/she/they
executed the same In his/her/thelr authorized capacity(les), and that by his/her/thelr signature(s) on the Instrument the person(s), or the entity
upon behalf of which the person(s)acted,executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
wFn mo�.v...n.m.aaow cap.w„w sw,m mnw.m. wr.mm ui nyu n.�,.r. .w ew+..rnwncnnww:o.w♦rvwns vw>
EXHIBIT B Continued
r% AI-1t31-7
HAZARD INSURANCE DISCLOSURE UR
. .
............ 00
P
............
References in the shaded area are for Lenders use only d not limit the applicability of this document to any particular loan or item.
Any Item above containing . has been omitted due to text length limitations.
Borrower: HOUSING AUTHORITY OF THE COUNTY OF Lender: WESTAMERICA BANK
CONTRA COSTA FAIRFIELD CREDIT ADMINISTRATION
P.O.BOX 2759 4550 MANGELS BOULEVARD
MARTINEZ,CA 94553 PO BOX 1200 MAC A-1 B
SUISUN,CA 94585
HAZARD INSURANCE DISCLOSURE
Made Pursuant to California Civil Code Section 2955.5
IMPORTANT
DO NOT SIGN THIS FORM UNTIL YOU CAREFULLY
READ IT AND UNDERSTAND ITS CONTENT
You have applied for a loan or credit accommodation that will be secured by real property. As a condition of the loan
or credit accommodation, Lender may require,you to maintain hazard insurance coverage for the real property.
California law provides that Lender cannot require you, as a condition of receivinor maintaining a loan secured by
real property, to provide hazard insurance coverage against risks to the property such
h as fire and other perils) in an
amount exceeding the replacement value of the building or structures attached to the property.
BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, RECEIVED AND UNDERSTAND THIS
HAZARD INSURANCE DISCLOSURE. THIS DISCLOSURE IS, DATED OCTOBER 30, 2006.
BORROWER:
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
By., BY.—
RUDY TAMAYO, EXECUTIVE DIRECTOR of JOHN HUNTER, FINANCE DIRECTOR of HOUSING
HOUSING AUTHORITY OF THE COUNTY OF AUTHORITY OF THE COUNTY OF CONTRA COSTA
CONTRA COSTA
EXHIBIT B Continued
AGREEMENT TO PROVIDE INSURANCE MU
.:... FT
.
........ ..... +4olf�� ester laMs>;.
Jy. pp,�} (� ..//��jj�� /���Yy//��I��J� y ;jy 1�rX�y,.ya i�JJ{{jy 1��M} ,..:.:.:::.:•:::.;::>:::�-::::;::::>:.:::::..::..
..:is.�TR'.���{rQ:err ....'...�:1f.V�" �.:n::..�;4:�/��IfM1f:T�`•�` :iii::isi'�?'i�Y��ff��/:.•:.�•:.:..k::•::•'i:ii•w.:.i>i::.:.::::::.�:•::.:: a :5:v::::•:•::i.i:ii.
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing'***'has been omitted due to text length limitations.
Grantor: HOUSING AUTHORITY OF THE COUNTY OF Lender: WESTAMERICA BANK
CONTRA COSTA FAIRFIELD CREDIT ADMINISTRATION
P.O.BOX 2759 4550 MANGELS BOULEVARD
MARTINEZ,CA 94553 PO BOX 1200 MAC A-1B
SUISUN,CA 94585
INSURANCE REQUIREMENTS. Grantor, HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA ("Grantor"), understands that insurance
coverage is required in connection with the extending of a loan or the providing of other financial accommodations to Grantor by Lender. These
requirements are set forth in the security documents for the loan. The following minimum Insurance coverages must be provided on the following
described collateral(the"Collateral"):
Collateral: 2870 HOWE ROAD,MARTINEZ,CA.
Type: Fire and extended coverage.
Amount: Full Insurable Value;however in no event greater than the value of the replacement cost of the improvements.
Basis: Replacement value.
Endorsements: Standard mortgagee's clause with stipulation that coverage will not be cancelled or diminished without a minimum of
30 days prior written notice to Lender,and without disclaimer of the Insurer's liability for failure to give such notice.
Latest Delivery Date: By the loan closing date.
INSURANCE COMPANY. Grantor may obtain Insurance from any Insurance company Grantor may choose that is reasonably acceptable to Lender.
Grantor understands that credit may not be denied solely because insurance was not purchased through Lender.
FLOOD INSURANCE. Flood Insurance for the Collateral securing this loan is described as follows:
Real Estate at 2970 HOWE ROAD,MARTINEZ,CA.
The Collateral securing this loan is not currently located In an area Identified as having special flood hazards. Therefore, no special flood hazard
Insurance is necessary at this time. Should the Collateral at any time be deemed to be located in an area designated by the Director of the Federal
Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available,
within 45 days after notice is given by Lender that the Collateral Is located In a special flood hazard area,for the full unpaid principal balance of the
loan and any prior liens on the property securing the loan,up to the maximum policy limits set under the National Flood Insurance Program,or as
otherwise required by Lender, and to maintain such insurance for the term of the loan. Flood insurance may be purchased under the National
Flood Insurance Program or from private insurers.
INSURANCE MAILING ADDRESS. A I documents and other materials relating to insurance for this loan should be mailed,delivered or directed to the
following address:
LOAN SERVICES DEPARTMENT
WESTAMERICA BANK
PO BOX 1190 MAC A-1 E
SUISUN,CA 94585
INSURANCE REQUIREMENTS.
ALL INSURANCE POLICIES MUST CONTAIN THE FOLLOWING INFORMATION:
a)NAME OF BORROWER AND INSURED.NAMES MUST AGREE
b)COMPLETE LOAN NUMBER FOR WESTAMERICA BANK(see above)
c)MORTGAGEE/LOSS PAYEE:
WESTAMERICA BANK,ITS SUCCESSORS AND/OR ASSIGNS
P.O.BOX 1190
SUISUN CITY,CA 94585-1190
FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender,on the latest delivery date stated above,evidence of the required insurance
as provided above,with an effective date of October 30,2006,or earlier. Grantor acknowledges and agrees that If Grantor fails to provide any required
insurance or fails to continue such Insurance In force, Lender may do so at Grantor's expense as provided In the applicable security document. The
cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided in the security document. GRANTOR
ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE,THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST
PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT,
EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR'S EQUITY IN THE
COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE
INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY LAWS.
AUTHORIZATION. For purposes of insurance coverage on the Collateral,Grantor authorizes Lender to provide to any person(including any Insurance
agent or company)all information Lender deems appropriate,whether regarding the Collateral,the loan or other financial accommodations,or both.
AGREEMENT TO PROVIDE INSURANCE
Loan Na: 212650347 (Continued) - —page
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED OCTOBER 30,2006.
GRANTOR:
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
By: By:
RUDY TAMAYO, EXECUTIVE DIRECTOR of JOHN HUNTER, FINANCE DIRECTOR of HOUSING
HOUSING AUTHORITY OF THE COUNTY OF AUTHORITY OF THE COUNTY OF CONTRA COSTA
CONTRA COSTA
FOR LENDER USE ONLY
DATE: INSURANCE VERIFICATION PHONE
AGENTS NAME:
AGENCY:
INSURANCE COMPANY:
POLICY NUMBER:
EFFECTIVE DATES:
COMMENTS:
WFA FI1OINry.Vr.ifs Olm Gp.NAW RweIY BWtlM.b.1mI.ID0[. MfYpM.Mrwl .G EMiirplirrK'FRlPW1nFC T0.10M RFi
EXHIBIT B Continued
NOTICE OF INSURANCE REQUIREMENTS
:..n.. .. '.�.Y'.�tl: t�:'................:..... .....:.�:•: •::•i::!T„�:IW.�K'K��...::.:(•: .e:.:.i.[i.:.::i.:::::.:.::::••:.::....:...i..e::...:i::.:::::i::i:i:(b.::ii iii::i:.i.:':..........._.......... ..................:
References In the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing"""has been omitted due to text length limitations.
Grantor: HOUSING AUTHORITY OF THE COUNTY OF Lender: WESTAMERICA BANK
CONTRA COSTA FAIRFIELD CREDIT ADMINISTRATION
P.O.BOX 2759 4550 MANGELS BOULEVARD
MARTINEZ,CA 94553 PO BOX 1200 MAC A-18
SUISUN,CA 94585
TO: ATTN: Insurance Agent DATE: October 30,2006
RE: Policy Number(s):
Insurance Companies/Company:
Dear Insurance Agent:
Grantor, HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA ("Grantor") Is obtaining a loan from WESTAMERICA BANK Please send
appropriate evidence of insurance to WESTAMERICA BANK, together with the requested endorsements, on the following property, which Grantor is
giving as security for the loan.
Collateral: 2870 HOWE ROAD,MARTINEZ,CA.
Type: Fire and extended coverage.
Amount: Full Insurable Value;however in no event greater than the value of the replacement cost of the improvements.
Basis: Replacement value.
Endorsements: Standard mortgagee's clause with stipulation that coverage will not be cancelled or diminished without a minimum of
30 days prior written notice to Lender,and without disclaimer of the Insurer's liability tar failure to give such notice.
Latest Delivery Date: By the loan closing date.
INSURANCE REQUIREMENTS.
ALL INSURANCE POLICIES MUST CONTAIN THE FOLLOWING INFORMATION:
a)NAME OF BORROWER AND INSURED.NAMES MUST AGREE
b)COMPLETE LOAN NUMBER FOR WESTAMERICA BANK(see above)
c)MORTGAGEE/LOSS PAYEE:
WESTAMERICA BANK,ITS SUCCESSORS AND/OR ASSIGNS
P.0.BOX 1190
SUISUN CITY,CA 94585-1190
GRANTOR:
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
By: By:
RUDY TAMAYO, EXECUTIVE DIRECTOR of JOHN HUNTER, FINANCE DIRECTOR of HOUSING
HOUSING AUTHORITY OF THE COUNTY OF AUTHORITY OF THE COUNTY OF CONTRA COSTA
CONTRA COSTA
RETURN TO:
LOAN SERVICES DEPARTMENT.
WESTAMERICA BANK
PO BOX 1190 MAC A-1 E
SUISUN,CA 94595 wa Ma 1.m,v,v..as.mow cent.wnw rw�e aaw".,es.,an,am. ra nq".
a.NW,Rtip,Ib'f"VW11.M:TN1687a M7
EXHIBIT B Continued
DISBURSEMENT REQUEST AND AUTHORIZATION
>::..:.
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Y
�yc�,�y..M:...........a.. 1 .. .,,...:::::.::�::n;�!iia:iaiai;:;�::.,�:.�.:x:;:c::•C:iia:::�':.�:::::u�::n::u�:::._v::..::::::::.:::.:.
......_.....� � .�...:.......:_..�y.....�yy�:. :v::.::::.�:.�::.y:�}..5{r .��iii::.:i:::::.•::.�::::::::::.�::::::::::::::_::::.�..+:!i!G::iiiiii::�i;i;i;i:::iiiiiii::�::::;d�:ciiii�:i;:::'ri:pi:::�;is:::.:::�::ipii:::i:�::�: �`�''�::::iii�:�-:':::�:
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or Item.
Any Item above containing""'has been omitted due to text length limitations.
Borrower: HOUSING AUTHORITY OF THE COUNTY OF Lender: WESTAMERICA BANK
CONTRA COSTA FAIRFIELD CREDIT ADMINISTRATION
P.O.BOX 2759 4550 MANGELS BOULEVARD
MARTINEZ,CA 94553 PO BOX 1200 MAC A-1 B
SUISUN,CA 94585
LOAN TYPE This is a Fixed Rate(7.2500/6)Nondisclosable Loan to a Corporation for$2,847,500.00 due on November 1,2016.
PRIMARY PURPOSE OF LOAN. The primary purpose of this loan Is for:
❑ Personal,Family,or Household Purposes or Personal Investment.
® Business(Including Real Estate Investment).
SPECIFIC PURPOSE. The specific purpose of this loan Is: FINANCE PURCHASE OF AN OFFICE BUILDING FOR USE BY THE HOUSING CHOICE
VOUCHER(SECTION 8)ADMINISTRATIVE OFFICE LOCATED AT 2870 HOWE ROAD MARTINEZ CA.
FLOOD INSURANCE. The property that will secure the loan Is not located in an area that has been identified by the Director of the Federal Emergency
Management Agency as an area having special flood hazards. Therefore,although flood insurance may be available for the property,no special flood
hazard insurance protecting property not located in an area having special flood hazards is required by law for this loan at this time.
DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the loan
have been satisfied. Please disburse the loan proceeds of$2,847,500.00 as follows:
Amount paid to others on Borrower's behalf: $2,823,989.50
$2,823,989.50 to WIRE TO NORTH AMERICAN TITLE COMPANY
Other Charges Financed: y 1 $1,875.00
$1,000.00 ATTORNEY DOCUMENTATION FEE(viVt"A d
$350.00 DOCUMENTATION FEE
$125.00 TOXIC CHECK
$400.00 APPRAISAL FEE
Total Financed Prepaid Finance Charges: $21,635.50
$21,356.00 LOAN FEE
$14.50 FLOOD DETERMINATION & FLOOD
LIFE OF LOAN REVIEW
$265.00 PROPERTY TAX SERVICES
Note Principal: $2,847,500.00
FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE
INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN
BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION 13 DATED OCTOBER 30,2006.
BORROWER:
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
By: By:
RUDY TAMAYO, EXECUTIVE DIRECTOR of JOHN HUNTER, FINANCE DIRECTOR of HOUSING
HOUSING AUTHORITY OF THE COUNTY OF AUTHORITY OF THE COUNTY OF CONTRA COSTA
CONTRA COSTA
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NOV. 3. 2006 2: 13PM N0. 54J P. 5
NOTICE OF FINAL AGREEMENT ` }"
References In the shaded area are for Landers use only and do not Ilmlt the applicebAiy of this document to any particular loan or item.
item above containing'^"hes been omRtetl due to text Ian th IhtHal"wns:
Borrower; HOUSING AUTHORITY OF THE COUNTY OF Lender; WESTAMERICA BANK
CONTRA COSTA FAIRFIELD CREDIT ADMINISTRATION
P.O.BOX 2758 4550 MANGELS BOULEVARD
MARTINEZ,CA 94559 PO BOX 1200 MAC A4B
SUISUN,CA 80.585
BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THE WRITTEN LOA
AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE N
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THE WRITTEN LOAN AGREEMEN
MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUEN
ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
As used In this Nolloe,the following terms have the following meanings:
Loan. The term"Loan'means the following described loan: a Fixed Rate(7250,A)Nondlsdosable Loan to a Corporation for 52,807,500.00
due on November 1,201 S.
Loan Agreement. The term "Loan Agreement means one or more promisea, promissory notes, agreements, undertakings, security
Agreements,dead$ of Vvst or other documents,or commltrn®nts,or any combination of those actlons or docurnents, totaling to the Loan.
Including without Ilmlta8m the fdbwing:
LOAN DOCUMENTS
Hazard Insurance Disclosure-CA OF
Promissory Note CONTRA COSTA
CA Deed of Trust for Real Property located at 2970 HOWE CA Assignment of Rents
ROAD,MARTINEZ,CA CA Hazardous Substances Agreement
Agreement to Provide Insurance: Real Property located at 2870 Notice of Insurance Requiremettis: Real Property located at 2870
HOWE ROAD,MARTINEZ,CA:owned by HOUSING HOWE ROAD,MARTINEZ,CA
AUTHORITY OF THE COUNTY OF CONTRA COSTA Disbursement Request and Authorization
Notice of Final Agreement
ORDER TO DRAW(Must be rowmod with boarding Pk9-)
Parties. The term"Partles'means WESTAMERICA BANK and any and all entities or Individuals who are obligated to repay the loan or
have pledged property as security for the Loan,Including without limitation the following:
Borrower. HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
Grantor(s); HOUSING AUTHORITY OFTHE COUNTY OF CONTRA COSTA
Foch Party who signs below,other than WESTAMERICA BANK,acknowledges.represents,and warrants to WESTAMERICA BANK that It has
received,read and understood this NoUce of Final Agreement. This Notice is doted October 30,2008.
BORROWER:
HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
By: By:
RUDY -rAfAAYO, EXECUTIVE DIRECTOR of JOHN HUNTER, FINANCE DIRECTOR of HOUSING
HOUSING AUTHORITY OF THE COUNTY OF AUTHORITY OF THE COUNTY OF CONTRA COSTA
CONTRA COSTA
LENDER;
WESTAMERICA BANK
X
Authorized Signer
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FRONT VIEW PICTURE OF BUILDING
PROPOSEDOAFCQUISITION
OFFICE BUILDING
2870 Howe Road
Martinez, California 94553
By
The Housing Authority of the County of Contra Costa
CALIFORNIA ENVIRONMENTAL QUALITY ACT
Notice of Exemption
Contra Costa County Community Development Department
651 Pine Street, 4th Floor- North Wing, McBrien Administration Building
Martinez, CA 94553-0095
County Project#06-90
Telephone: (925) 957-8025 Contact Person: Robert Moore
Project Description and Location: Section 8/1-lousing Choice Voucher Office Purchase
2870 Howe Road, Martinez, CA 94553, County File CP 06-90
The Housing Authority desires to relocate the Section 8/Housing Choice Voucher administrative office from
a leased facility to an existing facility,to be purchased by the Housing Authority that has adequate office,meeting,parking and storage space. No
changes to usage or physical property are proposed.
The building has over 14,000 square feet and 52 parking spaces—enough to accommodate.client and staff parking and consolidate the off-site file
storage. There are currently three tenants in the building. The first,an electronic security system company,is owned by the building owner,and
Occupies 75%of the building with offices. The second business is a small caviar import company,which has a few freestanding refrigerators within their
leased office space.The third business provides security surveillance services and leases three small offices. The building owner expects to close his
business upon sale of the building,and the Authority anticipates continuing the leases of the two tenants for the foreseeable future. Leased tenants
currently occupy 5%of the available parking spaces,which is not a significant impact on the available parking for the property. When the leased tenants
relocate from the building the 5%will revert back to the Housing Authority. Tenant relocation costs have been factored into the purchase price.
Improvements needed to the building are modest and consist primarily of revising a few interior office walls and installing electronic security upgrades.
The preliminary cost estimates shall not exceed$150,000,which will be absorbed by Section 8 operating revenues and not drawn from reserves.
This project is exempt from CEQA as a:
fl Ministerial Project(Sec. 15268) n Other Statutory Exemptions,Section
Declared Emergency(Sec. 15269(a)) X General Rule of Applicability[Sec. 15061(b)(3)]
7 Emergency Project [Sec. 15269(b)or(c)]
t7 Categorical Exemption,Class 1 Sec.[15301 (a)]
For the following reason(s):
It can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment.
The Housing Authority desires to relocate the Section 8/Housing Choice Voucher office from a leased facility to an existing facility to be purchased by
the Housing Authority that has adequate office,meeting,parking and storage space. No changes to usage or physical property are proposed.
Date: By:
Community Development Representative
AFFIDAVIT OF FILING AND POSTING
I declare that on I received and posted this notice as required by California Public Resources Code Section 21152(c). Said notice will
remain posted for 3o days from the filing date.
Applicant:
Housing Authority of Contra Costa
Attention: Robert Moore
3133 Estudillo Street
Martinez, CA 94553 County Clerk Fee $25 Due
H:\JudyHayes\MSOFFICE\WINWORD\BOARD\CEQA\CEQA Form-Notice of Exemption Sec 8 Ofc.doc