55852.01006\43195213.3
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Laguna Beach
505 Forest Ave.
Laguna Beach, CA 92561
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER’S USE
EXEMPT FROM RECORDING FEES PURSUANT TO GOV. CODE §§6103, 27383
CITY OF LAGUNA BEACH
DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
FIXTURE FILING
This DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”) is made as of ________________, 2025 by, between and among THE COMMUNITY LAND TRUST, a ______________________ (“Trustor”), whose address is ____________________________, _________________________ (“Trustee”), whose address is _____________________ and the CITY OF LAGUNA BEACH, a California municipal corporation, as Trustee and Beneficiary (“Beneficiary”), whose address is 505 Forest Avenue, Laguna Beach, CA 92561. This Deed of Trust is made with respect to that certain Loan Agreement of even date hereof made by and between the Trustor, as Borrower, and Beneficiary, as Lender, which is incorporated herein by reference (“Loan Agreement”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Loan Agreement.
1. Grant in Trust. Trustor irrevocably grants, bargains, sells, and conveys to Trustee in trust, for the benefit of Beneficiary, with the power of sale and the right of entry and possession, all of Trustor’s estate, right, title, and interest in, to and under the following property: (a) that certain real property located in the City of Laguna Beach, County of Orange, State of California, more particularly described and depicted in Exhibit “A” attached hereto and incorporated herein by this reference (the “Land”), (b) together with all buildings, structures and other improvements now or in the future located or to be constructed on the Land (the “Improvements”) and all other rights and interests now or in the future benefiting or otherwise relating to the Land or Improvements, including existing and future easements, rights-of-way, water rights and water stock (the “Appurtenances”), (c) together with all materials, supplies, equipment, apparatus, articles of personal property now or hereafter attached to, placed upon for an indefinite term, or used in connection with the Land and/or Improvements, together with all goods and other property that are, or at any time become, so related to the Property that an interest in them arises under real estate law, or they are otherwise adjudged to be a “fixture” under applicable law, including the Attachment 2
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California Uniform Commercial Code (each a “Fixture,” collectively “Fixtures”), (d) together with the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right, power and authority given to and conferred upon Trustor by Section 6 to collect and apply such rents, issues and profits; and (e) together with all other property and interests of any kind or character which may be reasonably necessary or desirable to promote the present and future beneficial use and enjoyment of such real property and improvements (all collectively known as the “Property”). The Land consists of two separate properties commonly known as 2307 Laguna Canyon Road and 2535 Laguna Canyon Road, each of which is intended to be fully and equally encumbered by this Deed of Trust unless and until released in accordance with the Loan Documents.
2. Secured Obligation. Trustor makes this grant for the purpose of securing payment and performance of the following: (i) all present and future indebtedness evidenced by that certain Secured Promissory Note dated as of the date hereof, executed by Trustor in favor of Beneficiary in the original principal amount of $___________ (the “Note”), and any other promissory note or notes Trustor has executed pursuant to the Loan Agreement, which states that it is or such obligations are secured by this Deed of Trust; and (ii) all present and future obligations of Trustor to Beneficiary under this Deed of Trust, the Note or the Loan Agreement; and (iii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future), which states that it is or such obligations are, secured by this Deed of Trust; and (iv) all modifications, supplements, amendments, renewals, and extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interest under this Deed of Trust (collectively referred to as the “Secured Obligations”).
NOTICE: THIS LOAN CONTAINS A BALLOON PAYMENT. THIS LOAN CONTAINS
A BALLOON PAYMENT WHICH WILL REQUIRE YOU TO PAY, IN ONE LARGE
FINAL PAYMENT, THE ENTIRE UNPAID PRINCIPAL BALANCE OF THE LOAN,
TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST AND ANY OTHER AMOUNTS DUE, AT MATURITY. YOU MAY BE REQUIRED TO OBTAIN NEW
FINANCING, SELL THE PROPERTY, OR USE OTHER ASSETS TO MAKE THIS BALLOON PAYMENT. BENEFICIARY IS UNDER NO OBLIGATION TO REFINANCE
THIS LOAN, EXTEND THE MATURITY DATE, OR MODIFY THE TERMS OF THIS LOAN.
3. Property Provisions. To protect the security of this Deed of Trust, and with respect to the Property described above, Trustor shall and agrees:
3.1 Maintenance and Repair. To keep the Property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of the law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.
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3.2 Insurance. To maintain special form (formerly all risk) hazard insurance against loss by fire, hazards included with the term “Extended Coverage” and any other hazards for which Beneficiary requires insurance, and liability insurance as set forth in the Loan Agreement. The insurance carrier and the insurance policies and amounts of coverage shall comply with the terms of the Loan Agreement or shall otherwise be acceptable to Beneficiary, the policies shall name Beneficiary as a loss payee or an additional insured, as applicable, the policies shall include Beneficiary as an additional insured, as applicable. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
3.3 Defense of Security. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee. Trustor shall pay all costs and expenses, including costs of evidence of title and attorneys’ fees, in any such action or proceeding in which Trustee or Beneficiary may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust.
3.4 Reimbursement of Costs. Trustor shall pay upon demand all reasonable and documented sums expended by Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from date of expenditure at the maximum rate provided in the Note
3.5 Payment of Taxes and Liens. (a) at least 10 days before delinquency, all nonabated taxes and assessments affecting the Property, including water stock assessments; (b) when due, all encumbrances, charges, and liens, with interest, on the Property, which are or appear to be prior or superior to this Deed of Trust; and (c) upon demand all reasonable and documented costs, fees, and expenses of this Deed of Trust. If Trustor fails to make any payment or to do any act provided for in this Deed of Trust after written notice of such failure by Beneficiary and a reasonably opportunity to cure, then Beneficiary or Trustee may, without obligation to do so, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation under this Deed of Trust: (w) make or do the same in such manner and to such extent as either may deem necessary to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for such purposes; (x) appear in or commence any action or proceeding purporting to affect the security, or the rights or powers of Beneficiary or Trustee; (y) pay, purchase, contest or settle any encumbrance, charge or lien which in the judgment of either appears to be senior to this Deed of Trust; and (z) in exercising any such powers, pay allowable expenses, including attorneys’ fees.
4. Additional Provisions. It is mutually agreed:
4.1 That any award of damages in connection with any condemnation for public use of or injury to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by it in the same manner and with the same effect as above provided for disposition or proceeds of fire or other insurance. 24 55852.01006\43195213.3
4.2 That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.
4.3 That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust for endorsement, and without affecting the personal liability or any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of the Property; consent to making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
4.4 That upon written request of Beneficiary stating that all sums secured hereby have been paid, and Trustor has complied with its obligations under this Deed of Trust, the Note and the Loan Agreement, and that upon surrender of this Deed of Trust to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof.
The grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”
4.5 In the event Trustor requests to refinance one of the properties encumbered by this Deed of Trust (a “Released Property”), Beneficiary may, but shall not be obligated to, release the Released Property from the lien of this Deed of Trust and deliver a partial reconveyance or other appropriate release instrument, provided that (i) Trustor has delivered not less than thirty (30) days’ prior written notice of such request, (ii) no Default or Event of Default exists or would result therefrom, (iii) Trustor has paid to Beneficiary, in immediately available funds and from the proceeds of such refinancing, the portion of the Loan allocable to the Released Property in full, together with all accrued and unpaid interest and all other amounts then due under the Loan Documents with respect to such Released Property, and (iv) Trustor has paid all reasonable outof-pocket costs and expenses incurred by Beneficiary in connection with such release. Beneficiary shall have no obligation to provide any subordination in connection with a Partial Release, and any request by Trustor for a subordination shall be subject to Beneficiary’s prior written consent, which may be granted or withheld in Beneficiary’s reasonable discretion pursuant to a separate written agreement.
4.6 Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor of successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust is recorded and the name and address of the new Trustee.
4.7 That this Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term 25 55852.01006\43195213.3
Beneficiary shall mean the owner and holder, including pledgees, of the Note and Agreement secured hereby, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or the neuter, and the singular number includes the plural.
4.8 The Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obliged to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.
4.9 Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge thereof does not exceed the maximum allowed by laws.
4.10 The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him or her at his or her address hereinbefore set forth.
5. Transfer of Property by Trustor. Trustor agrees that, in the event of any Transfer (as hereinafter defined), without the prior written consent of Beneficiary, Beneficiary shall have the absolute right, at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Beneficiary may grant or deny such consent in its sole discretion and, if consent should be given, any such Transfer shall be subject to this Deed of Trust, and such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall not, however, release Trustor or any maker of the Note from any liability thereunder without the prior written consent of Beneficiary. As used herein, “Transfer” shall mean, without limitation: (a) any sale, transfer, conveyance, assignment, hypothecation, mortgage, encumbrance, lease (except as expressly permitted by the Loan Documents) or vesting of the Property or any part thereof or interest therein to or in any person, firm or entity, whether voluntary, involuntary, by operation of law, or otherwise, provided, however, that the foregoing shall not include the granting of utility easements in the normal course of Trustor’s business; (b) any merger, consolidation or dissolution of Trustor; (c) any sale or transfer of substantially all of the assets of Trustor; (d) any sale, transfer, conveyance or assignment (at one time or over any period of time) of twenty-five percent (25%) or more of the ownership interests of Trustor; (e) any change in or of the managers of Trustor; or (f) the execution of any agreements to do any of the foregoing. Notwithstanding the foregoing, changes in officers, directors, or managers of Trustor that do not result in a change of control of Trustor and are consistent with Trustor’s nonprofit governance structure shall not constitute a Transfer requiring Beneficiary’s consent.
6. Assignment of Rents. Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income, and other benefits (collectively, the “Rents”) derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power, and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary 26 55852.01006\43195213.3
of all of Trustor’s right, title, and interest in the Rents. So long as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use, and enjoy the same.
Upon the occurrence of such a default beyond any applicable notice and cure periods, without the necessity of demand or other notice to Trustor or any other act to enforce Beneficiary’s interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default, beyond any applicable notice and cure periods, and at any time thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this assignment; and (c) such tenant is thereby directed to thereafter make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct. Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected with respect to any payment of Rents made pursuant to such notice, irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the existence of a default or the rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or determine the validity or accuracy of such notice or the validity or enforceability of this assignment. Trustor hereby agrees to indemnify, defend, and hold any such tenant harmless from and against any and all losses, claims, damages or liabilities arising from or related to any payment of Rents by such tenant made in reliance on and pursuant to such notice.
7. Event of Default. The term “Event of Default” as used in this Deed of Trust is deemed to occur if Trustor: (a) (a) is in material breach of any of its obligations under this Deed of Trust, the Note or the Loan Agreement and such material breach has not been cured within thirty (30) calendar days after Trustor has received written notice from the Beneficiary of such material breach; provided, however, that if such breach is not reasonably susceptible of cure within such thirty (30)-day period, Trustor shall not be deemed in default so long as Trustor commences such cure within such period and thereafter diligently prosecutes the same to completion, subject to a reasonable extension of time approved by Beneficiary or (b) defaults in payment or performance of any Secured Obligation, subject to any applicable notice and cure period, or (c) if any event occurs that is an Event of Default under the Loan Agreement or any other Loan Document, Beneficiary may declare all sums secured immediately due and payable by delivery to Trustee of a declaration of default and demand for sale and of a notice of default and of a notice of sale, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said note or notes, and all documents evidencing expenditures secured by this Deed of Trust. Upon default of any obligation secured by this Deed of Trust and acceleration of all sums due, Beneficiary may instruct Trustee to proceed with a sale of the Property under the power of sale granted in this Deed of Trust, noticed and held in accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended from time to time. Trustor waives all rights it may have to require marshaling of assets or to require sales of assets in any particular order, including any rights under California Civil Code Sections 2899 and 3455.
8. Remedies upon Event of Default. Upon the occurrence of any Event of Default (defined in Section 6 above): (i) all Secured Obligations shall immediately become due and payable without 27 55852.01006\43195213.3
further notice to Trustor; (ii) upon demand by Beneficiary, Trustor shall pay to Beneficiary sums which will be sufficient to pay all taxes which are or may become a lien affecting the Property and the premiums for any policies of insurance to be maintained hereunder. In addition, Beneficiary may, without notice to or demand upon Trustor, exercise any one or more of the following remedies, either directly or through Trustee, an agent or court-appointed receiver:
(i) enter, take possession of, manage, and exercise any other rights of an owner of the Property, and use any other properties of Trustor relating to the Property, all without payment of rent or other compensation to Trustor;
(ii) conduct any business of Trustor in relation to the Property and deal with Trustor's creditors, debtors, tenants, agents and employees and any other persons having any relationship with Trustor in relation to the Property;
(iii) take such other action as Beneficiary deems appropriate to protect the security of this Deed of Trust.
Beneficiary may execute and deliver to Trustee written notice of default and of its election to cause all or any part of the Property to be sold, which notice Trustee shall cause to be filed for record; and after the lapse of such time as may then be required by law following the recordation of such notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell such Property at the time and place fixed by it in such notice of sale, either as a whole or in separate parcels and in such order as Beneficiary may direct (Trustor waiving any right to direct the order of sale), at public auction to the highest bidder for cash in lawful money of the United States (or cash equivalents acceptable to Trustee to the extent permitted by applicable law), payable at the time of sale. Any person, including Trustee or Beneficiary, may purchase at such sale, and any bid by Beneficiary may be, in whole or in part, in the form of cancellation of all or any part of the Secured Obligations. Any such sale shall be free and clear of any interest of Trustor and any lease, encumbrance or other matter affecting the Property so sold which is subject or subordinate to this Deed of Trust.
Each of the remedies provided in this Deed of Trust is cumulative and not exclusive of, and shall not prejudice, any other remedy provided in this Deed of Trust or by applicable laws.
Trustor, for itself and for any other person claiming by or through Trustor, waives, to the fullest extent permitted by applicable laws, all rights to require a marshaling of assets by Trustee or Beneficiary or to require Trustee or Beneficiary to first resort to any particular portion of the Property or any other security (whether such portion shall have been retained or conveyed by Trustor) before resorting to any other portion, and all rights of redemption, stay and appraisal.
Notwithstanding anything to the contrary contained in this Deed of Trust, the Note, or any other Loan Document, the Loan is intended to be a non-recourse obligation of Trustor, and Beneficiary’s sole recourse for the payment of the Secured Obligations and the performance of Trustor’s obligations under the Loan Documents shall be limited to Beneficiary’s exercise of its rights and remedies against the Property and other collateral expressly securing the Loan. No deficiency judgment shall be sought or obtained against Trustor, and no personal liability shall be imposed upon Trustor or any of its members, directors, officers, or managers, except to the extent expressly provided in the Loan Documents.
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9. Distribution of Foreclosure Proceeds. All proceeds of collection, sale, generated by any Foreclosure or other liquidation of the Property (“Proceeds”) shall be applied first to all costs, fees, expenses and other amounts (including interest) payable by Trustor and distributed as follows: (i) First, senior liens and encumbrances (if any), including Beneficiary under this Deed of Trust, on the Property shall be fully paid from the Proceeds; (ii) Second, subordinate liens shall be fully paid any amounts owing under the Secured Obligations; and (iii) Third, any remaining Proceeds shall be distributed in accordance with California Civil Code Section 2924(k). As used herein, “Foreclosure” means any judicial or non-judicial foreclosure, trustee’s sale, deed-in-lieu transfer, short sale, or similar transaction.
10. Costs, Fees and Expenses. Trustor shall pay, on demand, all costs, fees, expenses, advances, charges, losses and liabilities of Trustee and Beneficiary under or in connection with this Deed of Trust or the enforcement of, or the exercise of any remedy or any other action taken by Trustee or Beneficiary under, this Deed of Trust or the collection of the Secured Obligations, in each case including (i) reconveyance and foreclosure fees of Trustee, (ii) costs and expenses in connection with the operation, maintenance, preservation, or sale of the Property or foreclosure of this Deed of Trust, (iii) cost of evidence of title, and (iv) the reasonable fees and disbursements of Trustee's and Beneficiary's legal counsel.
11. Substitution of Trustee. Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers, and duties. Said instrument must contain the name of the original Trustor, Trustee, and Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and address of the new Trustee.
12. Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns.
The term “Beneficiary” shall mean the owner and holder, including pledgees, of the secured note or notes, whether or not named as Beneficiary herein.
13. Trustee Acceptance. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.
14. Further Assurances. Trustor shall, at its own cost and expense, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall from time to time reasonably require, for better assuring, conveying, assigning, transferring, and confirming unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust, or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand, execute and deliver, 29 55852.01006\43195213.3
and hereby authorizes Trustee and Beneficiary, or either of them, to execute in the name of Trustor, to the extent it may lawfully do so, one or more financing statements, chattel mortgages, or comparable security instruments, to evidence more effectively the lien hereof. Immediately upon the execution and delivery of this Deed of Trust, and thereafter from time to time, Trustor shall cause this Deed of Trust, and any security instruments creating a lien or evidencing the lien hereof upon any personal property and each instrument of further assurance, to be filed, registered, or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the title of Trustee to, the Property encumbered hereby.
15. Estoppel Certificate. Trustor shall, within thirty (30) days of a written request from Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth the sums secured by this Deed of Trust and any right of set-off, counterclaim or other defense which exists against such sums and the obligations of this Deed of Trust.
16. California Uniform Commercial Code Security Agreement; Fixture Filing. Trustor hereby grants Beneficiary a security interest in all personal property of Trustor located on the Property and wherever located and used in any way in connection with or in any way relating to the Property, and whether now owned or hereafter in existence, acquired or created (including equipment, inventory, goods, documents, instruments, general intangibles, chattel paper, accounts, accounts receivable, deposit accounts, and contract rights), and all fixtures of Trustor now owned or hereafter in existence, acquired or created on, of or relating to the Property, and all substitutions, replacements, additions, accessions, and proceeds (including insurance proceeds) of all of the foregoing (collectively, the “Personal Property”). Beneficiary may file this Deed of Trust, or a reproduction hereof, in the real estate records or other appropriate index, as a financing statement for the Personal Property. Any reproduction of this Deed of Trust or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Trustor shall execute and deliver to Beneficiary, upon Beneficiary’s request, any financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed of Trust in such form as Beneficiary may require to perfect a security interest with respect to the Personal Property. Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Upon Trustor’s breach of any covenant or agreement of Trustor contained in this Deed of Trust, including the covenants to pay when due all sums secured by this Deed of Trust, Beneficiary shall have the remedies of a secured party under the California Uniform Commercial Code and, at Beneficiary’s option, may also invoke any remedies provided in this Deed of Trust as to the Personal Property.
In exercising any of such remedies, Beneficiary may proceed against the Property and any of the Personal Property separately or together and in any order whatsoever, without in any way affecting the availability of Beneficiary’s remedies under the California Uniform Commercial Code or the remedies provided in the Deed of Trust. This Deed of Trust also covers goods which are or which are to become fixtures on the Property and constitutes a financing statement and is filed as a fixture filing under the California Uniform Commercial Code.
17. Miscellaneous Provisions.
17.1 Governing Law. This instrument shall be deemed to have been made in the State 30 55852.01006\43195213.3
of California, and the validity of this Deed of Trust, its construction, interpretation, and enforcement, and the parties' rights hereunder and concerning the Property, shall be decided under, governed by, and construed in accordance with the laws of the State of California. The parties agree and hereby consent to the personal jurisdiction of the Superior Court for Orange County, California, and waive all objections to the venue of such court, for the adjudication of any case or controversy arising under or relating to this Deed of Trust, including, without limitation, any action for judicial foreclosure. The parties further consent to service of process upon each of them in such manner as shall be permitted by the laws of the State of California if litigation or other legal process is commenced in the courts of the State of California..
17.2 Notices. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below.
To Beneficiary: To Trustor:
City of Laguna Beach ___________________________
Attention: City Manager
505 Forest Ave.
Laguna Beach, CA 92561
___________________________
__________________________
_______________________
___________________________
Notice shall be deemed given five (5) calendar days after the date of mailing to the party, or, if personally delivered, when received by the Beneficiary or the Trustor, as applicable.
17.3 Liability for Acts or Omissions. Beneficiary shall not be liable or responsible for its acts or omissions under this Deed of Trust, except for Beneficiary's own gross negligence or willful misconduct, or be liable or responsible for any acts or omissions of any agent, attorney, or employee of Beneficiary, if selected with reasonable care.
17.4 Joint and Several Obligations. If more than one person is named as Trustor, each obligation of Trustor under this Deed of Trust shall be the joint and several obligations of each such person.
17.5 Severability. If any provision of this Deed of Trust shall be declared invalid, inoperative or unenforceable by a final judgment or decree of a court of competent jurisdiction such invalidity or unenforceability of such provision shall not affect the remaining parts of this Deed of Trust which are hereby declared by the parties to be severable from any other part which is found by a court to be invalid or unenforceable.
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17.6 Meaning of Certain Terms. As used in this Deed of Trust and unless the context otherwise provides, the words “herein,” “hereunder” and “hereof” mean and include this Deed of Trust as a whole, rather than any particular provision of it.
17.7 Captions. Captions and paragraph headings used in this Deed of Trust are for convenience of reference only, are not a part of this Deed of Trust and shall not be used in construing it.
IN WITNESS WHEREOF, Trustor has executed and delivered this Deed of Trust as of the date first written above.
TRUSTOR:
By:
_______________
______________________________________
[SIGNATURE]
Notarized signature(s) required.
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Exhibit “A”
Legal Description of Property
2307 Laguna Canyon Rd.
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2535 Laguna Canyon Rd
34