STATE OF CALIFORNIA )
)
COUNTY OF ORANGE )
On ________________________, 2026, before me, , Notary
Public, personally appeared Vasilios Salamandrakis, as President of Affordable Housing Access, Inc., a California nonprofit public benefit corporation, [___________], on behalf of such company, who 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/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal. (Seal)
_________________________________________
Signature
My Commission expires: ____________________
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EXHIBIT A
DESCRIPTION OF REAL PROPERTY
For APN/Parcel ID(s): 107-0-042-015
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA
PAULA, COUNTY OF VENTURA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
PARCEL 2 OF PARCEL MAP NO. 6070, IN THE CITY OF SANTA PAULA, COUNTY OF VENTURA, STATE OF CALIFORNIA, FILED IN BOOK 74, PAGES 5 THROUGH 8
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, APRIL 19, 2024.
EXCEPT ONE-HALF OF ALL OIL AND MINERAL RIGHTS AS RESERVED BY EVELENA NOWAK IN DEED RECORDED SEPTEMBER 11, 1964 IN BOOK 2623, PAGE 531 OF OFFICIAL RECORDS.
PARCEL B:
A NONEXCLUSIVE EASEMENT FOR VEHICULAR INGRESS AND EGRESS TO AND
FROM TELEGRAPH ROAD PURSUANT TO THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT DATED FEBRUARY 28, 2025 AND RECORDED ON MARCH 3, 2025 AS INSTRUMENT NO. 2025000014141, OF OFFICIAL RECORDS.
PORTION OF APN: 107-0-042-015
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EXHIBIT B
FORM OF VERIFICATION OF INCOME
[To Be Attached]
370
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153706902.12 0082814-00009
EXHIBIT C
FORM OF CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE
[SANTA PAULA]
Project Name:
Property Address:
Project Completion Date (if completed,
otherwise mark NA):
Witnesseth that on this day of , 20 , the undersigned, having borrowed certain funds from the [CITY OF SANTA PAULA (the “City”)] for the purpose of financing a multifamily rental housing development (the “Project”), does hereby certify that:
A. There have been no changes to the ownership entity, principals or property management of the Project since the Loan was issued, or since the last certification was provided (as applicable), except as described below:
(If so please attach a request to revise the resolution noting all pertinent information regarding the change, otherwise state “NONE”)
If Project has not yet been placed in service, mark N/A for the balance of the items below:
B. During the preceding twelve-months (i) such Project was continually in compliance with the Regulatory Agreement executed in connection with such Loan from the City and (ii) % of the units in the Project were occupied by Low Income Tenants (minimum of 53 units).
C. Set forth below is certain information regarding occupancy of the Project as of the date hereof.
1. Total Units:
2. Total Units Occupied:
3. Total Units Held Vacant and Available for Rent to Low Income Tenants
4. Total Low Income Units Occupied:
5. % of Low Income Units to Total Units
(equals the Total of Lines 3 and 4, divided by the lesser of Line 1 or Line 2) 371
C-2
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D. The units occupied by Low Income Tenants are of similar size and quality to other units and are dispersed throughout the Project.
E Select appropriate certification: [No unremedied default has occurred under this Regulatory Agreement.] [A default has occurred under this Regulatory Agreement. The nature of the default and the measures being taken to remedy such default are as follows: .] F. There has been no change of use for the project, except as follows: (please describe if any, or otherwise indicate “NONE”)
L The representations set forth herein are true and correct to the best of the undersigned’s knowledge and belief, and the undersigned acknowledges and agrees that the City will be relying solely on the foregoing certifications and accompanying documentation, if any, and agrees to provide to the City such documentation or evidence, in support of the foregoing certifications, as the City may request.
Date:
(Owner)
372
1 ATTACHMENT C
PROMISSORY NOTE
373
2 PROMISSORY NOTE
$53,000.00 [__________], 2026
1. DEFINITIONS.
The following terms will be used as defined terms in this Promissory Note (as it may be amended, modified, extended and renewed from time to time, this “Note”):
Lender/Payee: CITY OF SANTA PAULA, a California municipal corporation, or the holder of this Note.
Borrower: ALMA SANTA PAULA, L.P., a Delaware limited partnership.
Principal Amount: FIFTY-THREE THOUSAND and No/100 Dollars ($53,000.00).
Interest Rate: Zero percent (0%) per annum.
Default Interest Rate: Ten percent (10.00%) per annum or the highest rate then allowed by law, whichever is lower.
Maturity Date: Fifty-five years after the date of this Note, unless the Maturity Date is accelerated as otherwise provided in this Note.
Business Day: Any day of the year other than Saturdays, Sundays, and legal holidays.
Deed of Trust: That certain Deed of Trust and Fixture Filing (With Assignment of Rents and Security Agreement) of even date herewith executed by Borrower, as “Trustor”, for the benefit of Lender, as “Beneficiary.”
Loan Documents: The Regulatory Agreement, this Note, the Deed of Trust, and all other documents securing the repayment of this Note, guaranties, indemnity agreements and instruments executed by the Borrower and/or guarantor and/or indemnitor.
Loan: The loan from Lender to Borrower in the Principal Amount and evidenced by this Note and/or the Loan Documents.
Regulatory Agreement: That certain Regulatory Agreement and Declaration of Restrictive Covenants of even date herewith between Borrower and Lender.
Advance: Any disbursement of Loan proceeds by Lender made pursuant to any of the Loan Documents.
2. PROMISE TO PAY.
For value received, Borrower promises to pay to the order of Lender, at 970 Ventura Street, Santa Paula, California 93060 or at such other place as the Lender hereof may from time to time designate in writing, the Principal Amount or the aggregate unpaid principal amount of all Advances made by Lender to the undersigned from time to time and remaining outstanding on the Maturity Date, whichever is less, together with interest thereon, and all other sums due under and secured by the Deed of Trust or by any other Loan Documents.
3. INTEREST; PAYMENTS.
(a) One (1) final “balloon” payment of all unpaid principal, interest, and all other amounts payable by Borrower pursuant to this Note or pursuant to the terms of any other Loan Documents shall be due and payable on the 374
3 Maturity Date. If any payment of principal and interest to be made by Borrower hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day. (b) So long as no Event of Default under this Note or under any of the Loan Documents has occurred and is continuing beyond applicable notice and cure periods, and Borrower has fully complied with the Loan Documents, including particularly the affordability requirements of the Regulatory Agreement, any unpaid principal and accrued interest, if any, shall be forgiven and deemed paid by the Lender, upon the Maturity Date. (c) Absent a continuing Event of Default hereunder or under any of the Loan Documents, each Advance made hereunder shall bear interest on the unpaid principal amount at the Interest Rate, from the date on which the Advance is funded until repaid. Throughout the term of this Note, interest shall be calculated on a 360-day year with respect to the unpaid balance of the Principal Amount and, in all cases, shall be computed for the actual number of days in the period for which interest is charged, which period shall consist of 365-days on an annual basis. (d) All payments of principal and interest due hereunder shall be made (i) without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts shall be paid by Borrower, and (ii) without any other set off, claim or defense of any kind or nature. Borrower will pay the amounts necessary such that the gross amount of the principal and interest received by the holder hereof is not less than that required by this Note and/or the Loan Documents. Notwithstanding the foregoing, Borrower shall not be required to pay franchise taxes and taxes imposed on or measured by Lender’s net income or gross receipts or other taxes imposed in lieu of such taxes.
4. PREPAYMENT.
(a) Borrower may prepay the Loan, in whole or in part, at any time and from time to time. (b) In no event shall Borrower be entitled to re-borrow any amounts prepaid.
5. LAWFUL MONEY.
Principal and interest are payable in lawful money of the United States of America.
6. APPLICATION OF PAYMENTS/LATE CHARGE.
(a) Unless otherwise agreed to, in writing, or otherwise required by applicable law, payments will be applied first to accrued, unpaid interest, then to any unpaid collection costs, late charges and other charges, and any remaining amount to principal, provided, however, during the continuance of an Event of Default, as defined herein or in any other Loan Document, Lender reserves the right to apply payments among principal, interest, late charges, collection costs and other charges in such order of priority as Lender shall from time to time determine in its sole discretion. All prepayments shall be applied to the indebtedness owing hereunder in such order and manner as Lender may from time to time determine in its sole discretion. (b) If any payment of principal and/or interest, if any, is not received by the holder hereof within five (5) business days of when such payment is due, then in addition to the remedies conferred upon the holder hereof pursuant to the provisions of this Note and/or the Loan Documents, a late charge of ten percent (10%) of the amount of the payment due will be due and owing by the Borrower and will be added to the delinquent amount to compensate the holder hereof for the costs, expenses, and damages of the holder related to the delinquency of the Borrower in making such payment, regardless of any notice and/or cure periods (if any). Acceptance of any late charge will not constitute a waiver of default with respect to the overdue payment and will not prevent or delay Lender from exercising any of its rights or remedies available under this Note and/or the Loan Documents. (c) Upon the occurrence, and during the continuance, of an Event of Default, including the failure to pay upon final maturity, Lender, may at its option and in its sole discretion: (i) increase the applicable Interest Rate on this Note to the Default Interest Rate and/or (ii) add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the Default Interest Rate. The undersigned acknowledges that, during the time that any amount is in default, Lender will incur losses that are impracticable, costly, and inconvenient to ascertain. Those 375
4 losses include, without limitation, the ability to invest amounts then due at the current rate of return and the unavailability of liquid funds. The undersigned agrees that the interest payable hereunder represents a reasonable sum considering all of the circumstances existing on the date of the execution of this Note and represents a reasonable estimate of the losses Lender will incur by reason of late payment. The undersigned further agrees that proof of actual losses would be costly, inconvenient, impracticable, and extremely difficult to fix. Acceptance of the interest will not constitute a waiver of the default with respect to the overdue installment and will not prevent Lender from exercising any of the other rights and remedies available under this Note and/or the Loan Documents and/or under the law or in equity. Notwithstanding anything contained herein, the interest rate will not exceed the maximum rate permitted by applicable law.
7. SECURITY.
This Note is secured, among other security, by security instruments covering real property and personal property of the undersigned located in the State of California, including, without limitation, the Deed of Trust, which Deed of Trust creates a lien on that certain real and personal property described therein.
8. ACCELERATION BY REASON OF TRANSFER.
Borrower acknowledges and agrees this Note is subject to certain limitation on Borrower’s right to transfer the Trust Estate (as defined in the Deed of Trust) as further described in Section 1.08 of the Deed of Trust, subject, in each such case, to the terms of the Regulatory Agreement.
9. EVENT OF DEFAULT.
The occurrence of any of the following shall be deemed to be an event of default (“Event of Default”) hereunder:
(a) default in the payment of principal and/or interest, and/or any other sum advanced by Lender pursuant to the terms and provisions of this Note and/or the Loan Documents; (b) the failure to perform any of the other terms, provisions, and obligations of the Borrower and/or any guarantor and/or any indemnitor pursuant to the Loan Documents within the applicable notice and cure period specified or, if none is specified, thirty (30) days from the receipt of written notice from the Lender (the “30 Day Notice”) that such performance was due; provided, however that if such failure is not reasonably susceptible to cure within said thirty (30) days from receipt of the 30 Day Notice and provided that (i) Borrower shall have in good faith undertaken such cure within said thirty (30) day period and (ii) Borrower shall have diligently prosecuted such cure thereafter, Borrower shall have additional time to prosecute such cure, such additional time not to exceed ninety (90) days from receipt by Borrower of the 30 Day Notice; and/or (c) if any event occurs that is an Event of Default under any of the Loan Documents, subject to the applicable notice and cure period.
10. REMEDIES.
Upon the occurrence, and during the continuance, of an Event of Default, at the sole election and option of the holder hereof, the entire balance of principal together with all accrued interest thereon, if any, and all other amounts payable by Borrower under the Loan Documents shall, without demand or notice, immediately become due and payable. Upon the occurrence of an Event of Default (and so long as such Event of Default shall continue), the entire balance of principal hereof, together with all accrued interest thereon, all other amounts due under the Loan Documents, and any judgment for such principal, interest, and other amounts due under the Loan Documents shall bear interest at the Default Interest Rate, subject to the limitations contained in Section 15 hereof. No delay or omission on the part of the holder hereof in exercising any right or remedy under this Note and/or under any of the other Loan Documents and/or under the law or in equity hereof shall operate as a waiver of such right. 376
5 11. WAIVER.
Borrower hereby waives diligence, demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in the Loan Documents, if any). Borrower waives to the full extent permitted by law, the right to plead any and all statutes of limitations and/or any defenses relating to marshaling of assets as a defense.
12. CHANGE, DISCHARGE, TERMINATION, OR WAIVER.
No provision of this Note may be changed, discharged, terminated, or waived except in a writing signed by the party against whom enforcement of the change, discharge, termination, or waiver is sought. No failure on the part of the holder hereof to exercise and no delay by the holder hereof in exercising any right or remedy under this Note and/or the Loan Documents and/or under the law or in equity shall operate as a waiver thereof.
13. ATTORNEY’S FEES.
Borrower agrees to pay all costs including, without limitation, attorney fees, incurred by the holder of this Note in enforcing payment, whether or not suit is filed, including, without limitation, all costs, attorney fees, and expenses incurred by the holder of this Note in connection with any bankruptcy, reorganization, arrangement, or other similar proceedings involving Borrower that in any way affects the exercise by the holder of this Note of its rights and remedies under this Note. All costs incurred by the holder in any action undertaken to obtain relief from the stay of bankruptcy statutes are specifically included in those costs and expenses to be paid by Borrower. Borrower will pay to Lender all attorney fees and other costs referred to in this section on demand, together with interest from the date of the demand at the Default Rate until paid.
14. SEVERABILITY.
If any provision of this Note is be invalid, illegal, or unenforceable, the enforceability of the other provisions shall not be affected, and they shall remain in full force and effect.
15. INTEREST RATE LIMITATION.
Borrower hereby agrees to pay an effective rate of interest that is the sum of the interest rate provided for herein, together with any additional rate of interest resulting from any other charges of interest or in the nature of interest paid or to be paid in connection with the Loan, including, without limitation, any fees to be paid by Borrower pursuant to the provisions of the Loan Documents. Lender and Borrower agree that none of the terms and provisions contained herein or in any of the Loan Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of State of California. In such event, if any holder of this Note shall collect monies that are deemed to constitute interest that would otherwise increase the effective interest rate on this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of California, all such sums deemed to constitute interest in excess of such maximum rate shall, at the option of the holder, be credited to the payment of other amounts payable under this Note and/or the Loan Documents or returned to Borrower.
16. NUMBER AND GENDER.
In this Note the singular shall include the plural and any reference to gender shall include all other genders, and vice versa.
17. HEADINGS.
Headings at the beginning of each numbered section of this Note are intended solely for convenience and are not part of this Note.
377
6 18. CHOICE OF LAW.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.
19. INTEGRATION.
The Loan Documents contain the complete understanding and agreement of the holder hereof and Borrower and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations.
20. BINDING EFFECT.
The Loan Documents will be binding upon, and inure to the benefit of, the holder hereof, Borrower, and their respective successors and assigns. Borrower may not assign its obligations under any of the Loan Documents without the prior written consent of Lender, in its sole discretion.
21. TIME OF THE ESSENCE.
Time is of the essence with regard to each provision of the Loan Documents as to which time is a factor.
22. SURVIVAL.
The representations, warranties, and covenants of the Borrower in the Loan Documents shall survive the execution and delivery of the Loan Documents and the making of the Loan.
23. JURY WAIVER.
TO THE EXTENT PERMITTED BY LAW, BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF)
HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON
CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWER AND LENDER ARISING OUT
OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY OTHER RELATED DOCUMENT OR LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.
24. JOINT AND SEVERAL OBLIGATIONS.
If this Note is signed by more than one party as Borrower, all obligations of Borrower herein shall be the joint and several obligations of each party executing this Note as Borrower.
25. NONRECOURSE OBLIGATION.
This Note is a nonrecourse obligation of Maker. Neither Maker nor any member of Maker shall have any personal liability for repayment of the Loan, and the Lender must resort only to the collateral secured by the security instrument for repayment should the Maker fail to repay the sums evidenced hereby; provided, however, the foregoing limitation shall not apply to any loss, damage, liability, action, cause of action, cost, or other expense (including, without limitation, attorneys’ fees) incurred by Lender as a result of any (a) fraud or intentional misrepresentation by Borrower in connection with any of the Loan Documents; (b) physical waste of the property securing the Deed of Trust; (c) any awards or proceeds received in connection with a condemnation or paid by reason of any insured casualty or any award not applied in accordance with the provisions of the Loan Documents; or (d) misappropriation or misapplication by the Borrower in any material respect and in contravention of the terms of the Loan Documents of any rents, security deposits, insurance proceeds, condemnation awards, or any other proceeds derived from the security. 378
Signature Page to Promissory Note
IN WITNESS WHEREOF, Borrower has caused this Note to be properly executed as of the date first above written and has authorized this Note to be dated as of the day and year first above written. “BORROWER”
ALMA SANTA PAULA, L.P.,
a Delaware limited partnership
By:
Name:
Title:
379
1 ATTACHMENT D
DEED OF TRUST
380
2 FREE RECORDING IN
ACCORDANCE WITH CALIFORNIA
GOVERNMENT CODE SECTION
27383 AND 27388.1
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CITY OF SANTA PAULA
970 Ventura Street
Santa Paula, California 93060
Attention: City Clerk
Recorder’s Use
DEED OF TRUST AND FIXTURE FILING
(With Assignment of Rents and Security Agreement)
THIS DEED OF TRUST AND FIXTURE FILING (With Assignment of Rents and Security Agreement) (as it may be amended and modified from time to time, the “Deed of Trust”) is made as of [_________], 2026, by ALMA SANTA PAULA, L.P., a Delaware limited partnership, whose mailing address is 2082 Michelson Dr., #400, Irvine, California 92612 (the “Trustor”) in favor of Chicago Title Insurance Company (“Trustee”), and for the benefit of CITY OF SANTA PAULA, a California municipal corporation (the “Beneficiary”), whose mailing address is 970 Ventura Street, Santa Paula, California 93060.
FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, all of Trustor’s right, title and interest in, to and under the following property: (a) that certain real property located in the City of Santa Paula, County of Ventura, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Premises”); (b) in any and all buildings and other improvements now or hereafter erected on the Premises including, without limitation, fixtures, attachments, appliances, equipment, machinery, and other personal property attached to such buildings and other improvements (the “Improvements”), all of which shall be deemed and construed to be a part of the real property; (c) all interests, estates or other claims, both in law and in equity, which Trustor now has or may hereafter acquire in the Premises or the Improvements including but not limited to all current and future air rights, development rights, zoning rights and other similar rights or interests, easements, roads, streets, alleys, sewer rights, and appurtenances related to or benefiting the Premises and/or the Improvements or both TOGETHER WITH Trustor’s interest in all rents, issues, profits, damages, royalties, income and other benefits now or hereafter derived from the Premises and the Improvements (collectively the “Rents”), subject to the terms and provisions of Article IV of this Deed of Trust with respect to all leases and subleases of the Premises or Improvements now or hereafter existing or entered into, or portions thereof, granted by Trustor, and further subject to the right, power and authority hereinafter given to Trustor to collect and apply such Rents; TOGETHER WITH all leasehold estate, right, title and interest of Trustor in and to all leases or subleases covering the Premises or the Improvements or any portion thereof now or hereafter existing or entered into, and all right, title and interest of Trustor thereunder including, without limitation, all rights of Trustor against guarantors thereof, all cash or security deposits, advance rentals, and deposits or payments of similar nature (collectively, the “Leases”);
TOGETHER WITH all right, title, and interest of Trustor in (i) the property and interests in property described on Exhibit B attached hereto and incorporated herein by reference, (ii) all other personal property now or hereafter owned by Trustor that is now or hereafter located on or used in connection with the Premises or the 381
3 Improvements or acquired for use on the Premises, including construction materials, wherever located, (iii) all other rights and interests of Trustor now or hereafter held in personal property that is now or hereafter located on or used in connection with the Premises or the Improvements, (iv) all personal property and rights and interests in personal property of similar type or kind hereafter acquired by Trustor, and (v) all proceeds thereof (such personal property and proceeds are referred to herein collectively as the “Personal Property”); TOGETHER WITH all the estate, interest, right, title, other claim or demand, both in law and in equity (including, without limitation, claims or demands with respect to the proceeds of insurance in effect with respect thereto) that Trustor now has or may hereafter acquire in the Premises, the Improvements, the Personal Property, or any other part of the Trust Estate (as defined below), and any and all awards made for the taking by eminent domain, or by any proceeding of purchase in lieu thereof, of the whole or any part of the Trust Estate (including, without limitation, any awards resulting from a change of grade of streets and awards for severance damages); and TOGETHER WITH all proceeds of the foregoing.
The entire estate, property, right, title and interest hereby conveyed to Trustee may hereafter be collectively referred to as the “Trust Estate”.
FOR THE PURPOSE OF SECURING (in such order of priority as Beneficiary may elect) the following (the “Obligations”): (a) payment of indebtedness in the total principal amount of up to FIFTY-THREE THOUSAND and No/100 Dollars ($53,000.00) (“Loan”), with interest thereon, evidenced by that certain Promissory Note of even date herewith (as it may be amended, modified, extended, and renewed from time to time, the “Note”) executed by Trustor, as maker pursuant to that certain Regulatory Agreement and Declaration of Restrictive Covenants between Trustor and Beneficiary of even date herewith (as it may be amended, modified, extended, and renewed from time to time, the “Loan Agreement”); (b) payment of all sums advanced by Beneficiary to protect the Trust Estate, with interest thereon equal to the Interest Rate (as defined in the Note); (c) performance of every obligation of Trustor contained in the Loan Documents (as defined below); and (d) performance of every obligation of Trustor contained in any agreement, document, or instrument now or hereafter executed by Trustor reciting that the obligations thereunder are secured by this Deed of Trust.
This Deed of Trust, the Note, the Loan Agreement, and any other deeds of trust, mortgages, agreements, guaranties or other instruments given to evidence or further secure the payment and performance of any or all of the Obligations, as the foregoing may be amended, modified, extended, or renewed from time to time may hereinafter be collectively referred to as the “Loan Documents”.
Furthermore, TRUSTOR HEREBY COVENANTS AND AGREES AS FOLLOWS:
ARTICLE I.
COVENANTS AND AGREEMENTS OF TRUSTOR
1.01 Payment and Performance of Secured Obligations. Trustor shall pay when due and/or perform each of the Obligations.
1.02 Maintenance, Repair, Alterations. Trustor shall keep the Trust Estate in good condition and repair.
Except as provided herein, Trustor shall not remove, demolish, or substantially alter any of the Improvements, except with the prior written consent of Beneficiary, which consent shall not be unreasonably withheld; provided, however, that Trustor may remove items in the ordinary course of operations, provided that such items are replaced with items similar in quality and value to the original condition of the items so removed and Beneficiary continues to have a perfected security interest therein. Trustor shall complete promptly and in a good and workmanlike manner any Improvement that may be now or hereafter constructed on the Premises and promptly restore in like manner any Improvements that may be damaged or destroyed from any cause whatsoever and pay when due all claims for labor performed and materials furnished therefor. Trustor shall comply with all Requirements (as defined below) and shall not suffer to occur or exist any violation of any of the Requirements. Trustor shall not commit or permit any waste or deterioration of the Trust Estate, and, to the extent allowed by law, shall keep and maintain abutting grounds, sidewalks, roads, parking and landscape areas in good and neat order and repair. Trustor shall perform its obligations under each 382
4 Lease. “Requirement” and “Requirements” mean, respectively, each and all obligations and requirements now or hereafter in effect by which Trustor or the Trust Estate are bound or which are otherwise applicable to the Trust Estate, construction of any Improvements on the Trust Estate, or operation, occupancy or use of the Trust Estate (including, without limitation (i) such obligations and requirements imposed by common law or any law, statute, ordinance, regulation, or rule (federal, state, or local), and (ii) such obligations and requirements of, in, or in respect of (A) any consent, authorization, license, permit, or approval relating to the Trust Estate, (B) any condition, covenant, restriction, easement, or right-of-way reservation applicable to the Trust Estate, (C) any Lien or Encumbrance (hereinafter defined), (D) any other agreement, document, or instrument to which Trustor is a party or by which Trustor or the Trust Estate is bound or affected, and (E) any order, writ, judgment, injunction, decree, determination, or award of any arbitrator, other private adjudicator, court, government, or governmental authority (federal, state, or local) to which Trustor is a party or by which Trustor or the Trust Estate is bound or affected).
1.03 Required Insurance. Trustor shall at all times provide, maintain and keep in force or cause to be provided, maintained and kept in force with respect to the Trust Estate, at no expense to Trustee or Beneficiary, policies of insurance in forms and amounts sufficient to fully insure the Trust Estate against loss or damage from such casualties, risks, perils, liabilities and other hazards and issued by companies authorized to conduct such business in the State.
1.04 Casualties; Insurance Proceeds. In all cases subject to the rights of senior lienholders, upon becoming aware of the casualty, Trustor shall give prompt written notice thereof to Beneficiary after the happening of any casualty to or in connection with the Trust Estate or any part thereof, whether or not covered by insurance. Without limiting Beneficiary’s security interest in any insurance proceeds, Trustor shall be authorized, so long as no Event of Default (hereinafter defined) is continuing, to settle, adjust, collect and receive all proceeds of insurance (“Casualty Proceeds”) with respect to any casualty involving damage to the Trust Estate which is less than the Casualty Threshold (a “Minor Casualty”), and if Beneficiary receives the same under the above-described circumstances, Beneficiary shall pay the same, less any third party costs incurred by Beneficiary in connection with receiving the same, to Trustor. Beneficiary is authorized, at its option upon written notice to Trustor, to settle and adjust any claim with respect to any casualty damage to the Trust Estate equal to or greater than the Casualty Threshold (a “Major Casualty”) or, if an Event of Default is continuing, any Minor Casualty. Beneficiary is authorized to collect and receive all Casualty Proceeds with respect to any Major Casualty, or, if an Event of Default is continuing, any Minor Casualty, and Trustor hereby authorizes and directs any affected insurance company to make payment of such Casualty Proceeds directly to Beneficiary. Trustor shall promptly pay over to Beneficiary any Casualty Proceeds received by Trustor relating to a Major Casualty or, if an Event of Default is continuing, a Minor Casualty. Trustor agrees to execute and deliver to Beneficiary, within ten (10) days after Beneficiary’s request, such further assignments of any Casualty Proceeds as Beneficiary may reasonably require. As used herein, “Casualty Threshold” shall mean Ten Thousand Dollars ($10,000.00). If Beneficiary receives any Casualty Proceeds, such Casualty Proceeds shall thereafter be made available to Trustor for use in repairing the Trust Estate under such terms and conditions as Beneficiary shall determine. In the event that an Event of Default is continuing, Beneficiary shall have the option to apply any proceeds of insurance as payment of the Obligations in such order as Beneficiary shall determine, with any excess proceeds following Beneficiary’s payment of the Obligations to be remitted to Trustor.
1.05 Indemnification. IF BENEFICIARY IS MADE A PARTY TO OR IS THREATENED WITH
ANY LITIGATION CONCERNING ANY OF THE LOAN DOCUMENTS, THE TRUST ESTATE OR ANY
PART THEREOF OR INTEREST THEREIN, OR THE OCCUPANCY OF THE TRUST ESTATE BY
TRUSTOR, THEN TRUSTOR SHALL INDEMNIFY, DEFEND AND HOLD BENEFICIARY HARMLESS
FOR, FROM AND AGAINST ALL LIABILITY BY REASON OF SAID THREAT AND/OR LITIGATION, INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES INCURRED BY BENEFICIARY AS A
RESULT OF ANY SUCH THREAT AND/OR LITIGATION, WHETHER OR NOT ANY SUCH THREAT AND/OR LITIGATION IS PROSECUTED TO JUDGMENT. Beneficiary may employ an attorney or attorneys to protect its rights hereunder, and in the event of such employment following any breach of the foregoing obligation by Trustor, Trustor shall pay Beneficiary reasonable attorneys’ fees and expenses incurred by Beneficiary, whether or not an action is actually commenced against Trustor by reason of its breach. TRUSTOR WAIVES ANY AND ALL
RIGHT TO CLAIM OR RECOVER AGAINST BENEFICIARY, ITS SUCCESSORS AND ASSIGNS, THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FOR LOSS OF OR DAMAGE TO TRUSTOR, THE TRUST ESTATE, TRUSTOR’S PROPERTY OR THE PROPERTY OF OTHERS UNDER TRUSTOR’S CONTROL FROM ANY CAUSE INSURED AGAINST OR REQUIRED TO BE INSURED AGAINST BY THIS DEED OF TRUST.
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5 1.06 Impositions. Trustor shall pay, or cause to be paid, at least ten (10) days prior to delinquency, all real property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever, (including, without limitation, non-governmental levies or assessments such as maintenance charges, levies, or charges resulting from covenants, conditions and restrictions affecting the Trust Estate) that are assessed or imposed upon the Trust Estate or become due and payable and that create, may create, or appear to create a lien upon the Trust Estate (the above are sometimes referred to herein individually as an “Imposition” and collectively as “Impositions”).
1.07 Actions By Trustee or Beneficiary. If Trustor fails to make any payment or to do any act as and in the manner provided in any of the Loan Documents, after the giving of any required notice under the Loan Documents and the expiration of any applicable cure periods, Beneficiary and/or Trustee, each in its absolute and sole discretion, without obligation so to do, without releasing Trustor from any obligation, may make or do the same in such manner and to such extent as either may deem necessary or appropriate.
1.08 Transfer of Trust Estate by Trustor. In order to induce Beneficiary to make the loan, Trustor agrees that, in the event of any Transfer (as defined in that certain Regulatory Agreement and Declaration of Restrictive Covenants (“Regulatory Agreement”) dated on or about the date hereof by and between Trustor and Beneficiary and recorded as Doc. No [_________] in the Official Records of the County of Ventura, California) in violation of the terms of the Regulatory Agreement, 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 or guarantor (if any) of the Note from any liability thereunder without the prior written consent of Beneficiary.
1.09 Eminent Domain. In the event that any proceeding or action be commenced for the taking of the Trust Estate, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, condemnation (including, without limitation, inverse condemnation) or otherwise (hereinafter collectively referred to as a “Taking”), or if the same be taken or damaged by reason of any public improvement or Taking, or should Trustor receive any notice or other information regarding such Taking or damage, Trustor shall give prompt written notice thereof to Beneficiary. Subject to the rights of senior lienholders, all compensation, awards, damages, rights of action and proceeds awarded to Trustor by reason of any such Taking or damage or received by Trustor as the result of a transfer in lieu of a Taking (the “Condemnation Proceeds”) are hereby assigned to Beneficiary, and Trustor agrees to execute such further assignments of the Condemnation Proceeds as Beneficiary or Trustee may require. Subject to the rights of senior lienholders, if Trustor receives any Condemnation Proceeds Trustor shall promptly pay over such proceeds to Beneficiary. Subject to the rights of senior lienholders, Beneficiary is hereby authorized and empowered by Trustor, at Beneficiary’s option and in Beneficiary’s sole discretion, as attorney-in-fact for Trustor, to settle, adjust, or compromise any claim for loss or damage in connection with any Taking or proposed Taking and, without regard to the adequacy of its security, to commence, appear in and prosecute in its own name and/or on behalf of Trustor any such action or proceeding arising out of or relating to a Taking or proposed Taking; provided, however, that so long as no Event of Default is continuing, Trustor shall be entitled to reasonably participate in any action, proceeding or settlement relating to such Taking.
1.10 Appointment of Successor Trustee. Beneficiary may, from time to time, by a written instrument executed and acknowledged by Beneficiary, mailed to Trustor and recorded in the county in which the Trust Estate is located and by otherwise complying with the provisions of applicable law, substitute a successor or successors to any Trustee named herein or acting hereunder, and such successor(s) shall, without conveyance from the Trustee predecessor, succeed to all title, estate, rights, powers and duties of such predecessor.
1.11 Ownership and Liens and Encumbrances. Trustor is, and as to any portion of the Trust Estate acquired hereafter will upon such acquisition(s) be, and shall remain the owner of the Trust Estate free and clear of any Liens and Encumbrances, except as permitted under the terms of the Regulatory Agreement. Trustor shall not grant, shall not suffer to exist, and shall pay and promptly discharge, at Trustor’s cost and expense, all Liens and Encumbrances and any claims thereof upon the Trust Estate, or any part thereof or interest therein. Upon becoming aware thereof, Trustor shall notify Beneficiary promptly in writing of any Lien or Encumbrance or claim thereof. Trustor shall have the right 384
6 to contest in good faith the validity of any involuntary Lien or Encumbrance, provided Trustor shall first deposit with Beneficiary a bond or other security satisfactory to Beneficiary in such amount as Beneficiary shall reasonably require. “Lien or Encumbrance” and “Liens and Encumbrances” mean, respectively, each and all of the following in respect of the Trust Estate: leases (except as expressly permitted by the Regulatory Agreement), other rights to occupy or use, mortgages, deeds of trust, pledges, security agreements, and other financing encumbrances (except as expressly permitted by the Regulatory Agreement), conditions, covenants, restrictions, and other charges, liens, encumbrances, or adverse interests, whether voluntarily or involuntarily created and regardless of whether prior or subordinate to any estate, right, title, or interest granted to Trustee or Beneficiary in this Deed of Trust, excluding, subject to the prior approval of Beneficiary, any Liens and Encumbrances set forth on Beneficiary’s title insurance policy relating to the Loan and also excluding any Liens and Encumbrances permitted under the terms of the Regulatory Agreement.
1.12 Trustee’s Powers. 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 and without affecting the personal liability of any person for payment of the Obligations or the effect of this Deed of Trust upon the remainder of said Trust Estate, Trustee may (a) reconvey any part of said Trust Estate, (b) consent in writing to the making of any map or plat thereof, (c) join in granting any easement thereon, or (d) join in any extension agreement or any agreement subordinating or affecting the priority of the lien or charge hereof. Upon payment of all amounts due under the Obligations and after receipt of written request from Trustor, Trustee and Beneficiary shall execute and provide Trustor with a release and reconveyance of this Deed of Trust in recordable form.
1.13 Beneficiary’s Powers. Without affecting the liability of any Person liable for the payment of the Obligations herein mentioned, and without affecting the lien or charge of this Deed of Trust upon any portion of the Trust Estate not then or theretofore released as security for the Obligations, Beneficiary may, from time to time and without notice (a) release any person so liable, (b) extend the Obligations, (c) grant other indulgences, (d) release or reconvey, or cause to be released or reconveyed, at any time at Beneficiary’s option any parcel, portion or all of the Trust Estate, (e) take or release any other or additional security or any guaranty for any Obligation herein mentioned, or (f) make compositions or other arrangements with debtors in relation thereto.
ARTICLE II.
ASSIGNMENT OF RENTS
2.01 Assignment of Rents. Trustor hereby absolutely and irrevocably assigns and transfers to Beneficiary all the Rents of the Trust Estate and hereby gives to and confers upon Beneficiary the right, power and authority to collect the Rents. Trustor irrevocably appoints Beneficiary its true and lawful attorney-in-fact, at the option of Beneficiary at any time and from time to time, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, in the name of Trustor or Beneficiary, for all Rents and apply the same to the payment of the Obligations in such order as Beneficiary shall determine. However, so long as no Event of Default has occurred and is continuing, Trustor will have the right under a license granted to collect and retain all Rents.
2.02 Collection. During the continuance of an Event of Default, Beneficiary may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations, enter upon and take possession of the Trust Estate, or any part thereof, and, with or without such entry or taking possession, in its own name sue for or otherwise collect the Rents (including, without limitation, those past due and unpaid) and apply the same, less costs and expenses of operation and collection (including, without limitation, attorneys’ fees) upon payment of the Obligations in such order as Beneficiary may determine.
2.03 Indemnity. EXCEPT FOR MATTERS ARISING SOLELY AND DIRECTLY FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BENEFICIARY, TRUSTOR HEREBY
AGREES TO INDEMNIFY AND HOLD HARMLESS BENEFICIARY, ITS DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS AND REPRESENTATIVES FOR, FROM AND AGAINST ANY AND ALL LOSSES,
LIABILITIES, OBLIGATIONS, CLAIMS, DEMANDS, DAMAGES, PENALTIES, JUDGMENTS, COSTS,
AND EXPENSES, INCLUDING LEGAL FEES AND EXPENSES, HOWSOEVER AND BY WHOMSOEVER ASSERTED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS ASSIGNMENT OF RENTS;
AND ALL SUCH LOSSES, LIABILITIES, OBLIGATIONS, CLAIMS, DEMANDS, DAMAGES,
PENALTIES, JUDGMENTS, COSTS AND EXPENSES SHALL BE DEEMED ADDED TO THE 385
7 INDEBTEDNESS SECURED HEREBY AND SHALL BE SECURED BY ANY AND ALL OTHER INSTRUMENTS SECURING SAID INDEBTEDNESS.
2.04 Assignment of Leases. Trustor hereby absolutely and irrevocably assigns and transfers to Beneficiary all of Trustor’s rights, title and interest in and to all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force.
ARTICLE III.
SECURITY AGREEMENT
3.01 Grant of Security Interest. Trustor also grants to Beneficiary a security interest in all of Trustor’s right, title, and interest now owned or later acquired to the Improvements and/or the Personal Property. The security interest also includes all additions to, substitutions for, changes in, or replacements of the whole or any part of these articles of property, together with all contract rights of Trustor in construction contracts, bonds, agreements for purchase and sale of the Premises, all policies of insurance arising out of the improvement or ownership of the Premises, and all accounts, contract rights, chattel paper, instruments, general intangibles, and other obligations of any kind now or later existing, arising out of, or in connection with the operation or development of the Premises; all rights of Trustor now or later existing in all security agreements, leases, and other contracts securing or otherwise relating to any accounts, contract rights, chattel paper, instruments, general intangibles, or obligations; all causes of action and recoveries now or later existing for any loss or diminution in value of the Premises; all proceeds of any of the collateral for the security interest; and, to the extent not otherwise included, all payments under insurance (whether Beneficiary is the loss payee), or any indemnity, warranty, or guaranty payable by reason of loss or damage to or otherwise with respect to any of the collateral for the security interest (collectively, “Collateral”).
3.02 Remedies Upon an Event of Default. In addition to the remedies provided in Section 4.02 hereof, during the continuance of an Event of Default hereunder, Beneficiary may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Collateral and exclude therefrom Trustor and all others claiming under Trustor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Trustor with respect to the Collateral or any part thereof. In the event Beneficiary demands, or attempts to take possession of the Collateral in the exercise of any rights under this Deed of Trust, Trustor agrees to promptly turn over and deliver possession thereof to Beneficiary; (ii)Without notice to or demand upon Trustor, make such payments and do such acts as Beneficiary may reasonably deem necessary to protect its security interest in the Collateral (including, without limitation, paying, purchasing, contesting or compromising any Lien or Encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys’ fees) incurred in connection therewith; and (iii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Beneficiary shall give Trustor at least ten (10) days’ prior written notice of the time and place of any public sale of the Collateral or other intended disposition thereof to be made. Beneficiary shall have the right to enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent Beneficiary from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release Trustor until full payment of any deficiency has been made in cash.
3.03 Security Agreement. This Deed of Trust constitutes and shall be deemed to be a “security agreement” for all purposes of the Uniform Commercial Code and Beneficiary shall be entitled to all the rights and remedies of a “secured party” under such Uniform Commercial Code.
3.04 Fixture Filing. This Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of the county in which the Premises is located with respect to all fixtures included within the term “Trust Estate” as used in this Deed of Trust and with respect to any goods, Collateral, or other personal property that may now be or later become fixtures. This filing shall remain in effect as a fixture filing until this Deed of Trust is released or satisfied of record or its effectiveness otherwise terminates as to the Trust Estate.
Address of the “Debtor” and of the “Secured Party” as that of the “Trustor” and “Beneficiary”, respectively, as set forth in the first paragraph of this Deed of Trust.
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8 3.05 Assignment of Agreements. As partial security for the Loan, Trustor sells, assigns, transfers, sets over, and delivers to Beneficiary all of Trustor’s right, title, and interest in all agreements, permits, and contracts pertaining to the use or operation of the Premises, including, but not limited to, environmental impact reports; negative declarations; map approvals; grading and construction permits; conditional use permits; applications for all permits; management agreements; all development rights in the Premises that Trustor may now or later acquire (including, without limitation, development rights arising in connection with any action by a governmental entity, including, by way of illustration, but not of limitation, inducement resolutions of county, municipal, or other governmental entities); agreements with architects, contractors, engineers, suppliers, and construction managers; and agreements pertaining to the transfer of development rights or permitted floor area under applicable laws or ordinances (collectively, “Agreements”), as they may be amended or otherwise modified from time to time. However, so long as no Event of Default has occurred and is continuing, Trustor will have the right under a license granted to collect and retain all sums that may become payable to Trustor under the Agreements and the right to exercise all rights under the Agreements.
ARTICLE IV.
REMEDIES UPON DEFAULT
4.01 Events of Default. Each of the following shall constitute an event of default (“Event of Default”):
(a) Failure by Trustor to pay any monetary amount when due under any Loan Document; (b) Any breach or default under any Loan Document, subject to applicable notice and cure periods, shall be an “Event of Default” hereunder; and
(c) The failure of Trustor to perform any of the terms, provisions, and obligations under any other agreement between Trustor and Beneficiary, which failure is not remedied within any cure period provided therein, including without limitation any agreement concerning indebtedness or other obligation of Trustor to Beneficiary.
4.02 Acceleration Upon Default; Additional Remedies. If one or more Event of Default occurs and is continuing, then Beneficiary may declare all the Obligations to be due and the Obligations shall become due without any further presentment, demand, protest, or notice of any kind, and Beneficiary may:
(a) in person, by agent, or by a receiver, and without regard to the adequacy of security, the solvency of Trustor, or the existence of waste, enter on and take possession of the Trust Estate or any part of it in its own name or in the name of Trustee, sue for or otherwise collect the rents, issues, and profits, and apply them, less costs and expenses of operation and collection, including reasonable attorney fees, upon the Obligations, all in any order that Beneficiary may determine. The entering on and taking possession of the Trust Estate, the collection of rents, issues, and profits, and the application of them shall not cure or waive any default or notice of default or invalidate any act done pursuant to the notice; (b) commence an action to foreclose this Deed of Trust in the manner provided by law for the foreclosure of mortgages of real property;
(c) deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause the Trust Estate to be sold, which notice Trustee or Beneficiary will cause to be filed for record;
(d) with respect to any Personal Property, proceed as to both the real and personal property in accordance with Beneficiary’s rights and remedies in respect of the Premises, or proceed to sell the Personal Property separately and without regard to the Premises in accordance with Beneficiary’s rights and remedies; or
(e) exercise any of these remedies in combination or any other remedy at law or in equity. 387
9 4.03 Power of Sale; Exercise of Power of Sale. If Beneficiary elects to foreclose by exercise of the power of sale in this Deed of Trust:
(a) Beneficiary will deposit with Trustee this Deed of Trust, the Note and any receipts and evidence of expenditures made and secured as Trustee may require. If notice of default has been given as then required by law, and after lapse of the time that may then be required by law, after recordation of the notice of default, Trustee, without demand on Trustor, shall, after notice of sale having been given as required by law, sell the Trust Estate at the time and place of sale fixed by it in the notice of sale, either as a whole or in separate parcels as Trustee determines, and in any order that it may determine, at public auction to the highest bidder. Trustee may postpone sale of all or any portion of the Trust Estate by public announcement at the time and place of sale, and from time to time after that may postpone the sale by public announcement at the time fixed by the preceding postponement, and without further notice make the sale at the time fixed by the last postponement; or Trustee may, in its discretion, give a new notice of sale. Beneficiary may rescind any notice of default at any time before Trustee’s sale by executing a notice of rescission and recording it. The recordation of the notice shall constitute a cancellation of any prior declaration of default and demand for sale and of any acceleration of maturity of Obligations affected by any prior declaration or notice of default. The exercise by Beneficiary of the right of rescission shall not constitute a waiver of any default then existing or subsequently occurring or impair the right of Beneficiary to execute other declarations of default and demand for sale, or notices of default and of election to cause the Trust Estate to be sold, nor otherwise affect the Note or this Deed of Trust, or any of the rights, obligations, or remedies of Beneficiary or Trustee. After sale, Trustee shall deliver to the purchaser its deed conveying the property sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts will be conclusive proof of their truthfulness. Any Person, including Trustor, Trustee, or Beneficiary, may purchase at that sale. If allowed by law, Beneficiary may credit bid (as determined by Beneficiary in its sole discretion) all or any portion of the Obligations. Trustor expressly waives any right of redemption after sale that Trustor may have at the time of sale or that may apply to the sale. (b) Trustee, upon the sale, shall make (without any covenant or warranty, express or implied), execute and, after due payment made, deliver to a purchaser and its heirs or assigns a deed or other record of interest, as the case may be, to the Trust Estate sold, which shall convey to the purchaser all the title and interest of Trustor in the Trust Estate and shall apply the proceeds of the sale in payment. (i) first, of the expenses of the sale together with the expenses of the trust, including, without limitation, attorney fees, that will become due on any default made by Trustor, and also any sums that Trustee or Beneficiary have paid for procuring a search of the title to the Premises subsequent to the execution of this Deed of Trust; and
(ii) second, of the Obligations then remaining unpaid, and the amount of all other monies with interest in this Deed of Trust agreed or provided to be paid by Trustor.
Trustee shall pay the balance or surplus of the proceeds of sale to Trustor and its successors or assigns as its interests may appear.
4.04 Personal Property. It is the express understanding and intent of the parties that as to any personal property interests subject to the Uniform Commercial Code, Beneficiary, during the continuance of an Event of Default, may proceed under such Uniform Commercial Code or may proceed as to both real and personal property interests in accordance with the provisions of this Deed of Trust and its rights and remedies in respect to real property, and treat both real and personal property interests as one parcel or package of security.
4.05 Appointment of Receiver. If an Event of Default occurs and is continuing, Beneficiary, as a matter of strict right and without notice to Trustor or anyone claiming under Trustor and without regard to the then value of the Trust Estate, shall have the right to apply ex parte to any court having jurisdiction to appoint a Receiver of the Trust Estate, and Trustor waives notice of any application for that, provided a hearing to confirm the appointment with notice to Trustor is set within fourteen (14) days after the appointment. Any Receiver shall have all the powers and duties of receivers in similar cases and all the powers and duties of Beneficiary in case of entry as provided in this Deed of Trust, and shall continue as such and exercise all those powers until the date of confirmation of sale, unless the receivership is terminated sooner. For purposes of this Deed of Trust, “Receiver” shall include any trustee, receiver, custodian, fiscal agent, liquidator, or similar officer.
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10 4.06 Curing of Defaults. If Trustor at any time fails to perform or comply with any of the terms, covenants, and conditions required on Trustor’s part to be performed and complied with under this Deed of Trust, the Note, any of the other Loan Documents, or any other agreement that, under the terms of this Deed of Trust, Trustor is required to perform, after the giving of any required notice and the expiration of applicable cure periods (or without notice if Beneficiary determines that an emergency exists) and without waiving or releasing Trustor from any of the Obligations, Beneficiary may, subject to the provisions of any of the agreements, make from the Loan or its own funds any payments payable by Trustor and take out, pay for, and maintain any of the insurance policies provided for; and perform any other acts on the part of Trustor to be performed and enter on the Trust Estate for that purpose. The making by Beneficiary of payments out of Beneficiary’s own funds shall not, however, be deemed to cure the default by Trustor, and it shall not be cured unless and until Trustor reimburses Beneficiary for the payments. All sums paid and all reasonable costs and expenses incurred by Beneficiary in connection with the performance of any such act, together with interest on unpaid balances at the Default Rate from the respective dates of Beneficiary’s making of each payment, shall be added to the principal of the Obligations, shall be secured by the Deed of Trust, and shall be payable by Trustor to Beneficiary on demand.
4.07 Waive Lien. Beneficiary or its agents, representatives, and employees may waive its lien against the Trust Estate or any portion of it, including the Improvements and the Personal Property, to the extent that the Trust Estate is found to be environmentally impaired in accordance with the laws of the State of California, and to exercise all rights and remedies of an unsecured creditor against Trustor and all of Trustor’s assets and property for the recovery of any deficiency, including, but not limited to, seeking an attachment order under applicable laws of the State of California.
4.08 Right to Complete Work. If Trustor abandons or fails to proceed diligently with any work on the Premises or Improvements, in accordance with the requirements of the Loan Agreement, or during the continuance of any Event of Default, Beneficiary may take over and complete such work on the Improvements or the Premises in accordance with the hereinafter defined Plans and Specifications (collectively, the “Work”) (or assign that right, including the contract for the Work) and, for that purpose, make disbursements from the Loan and exercise all other rights and remedies granted to Beneficiary under all bonds, agreements, and other documents to which Beneficiary is a party or for the benefit of Beneficiary and which relate in either case to the Work. Any contracts entered into or indebtedness incurred on the exercise of that right may be in the name of Trustor, and Trustor irrevocably appoints Beneficiary as Trustor’s attorney in fact (the appointment being coupled with an interest) to enter into the contracts, incur obligations, enforce any contracts or agreements made by or on behalf of trustor, employ attorneys to defend against attempts to interfere with the exercise of the powers granted, and do any things necessary or proper to complete the Work, including the signing of Trustor’s name to any contracts and documents that may be reasonably deemed necessary by Beneficiary. In no event shall Beneficiary be required to expend its own funds to complete the Improvements if the funds remaining to be disbursed from the Loan are insufficient, but Beneficiary may advance those funds. Any advanced funds shall be considered advances under the Note as Beneficiary may determine, and shall be secured by the Loan Documents, even though the advances may cause the total amount advanced to exceed the amount committed to be advanced pursuant to the Loan Agreement, and the amounts shall be payable to Beneficiary by Trustor on demand, together with interest, until paid at the Default Rate.
4.09 Stoppage of Work by Beneficiary. On: (a) the continuation of any Event of Default, (b) the appearance of substantial deviations from the Plans and Specifications without the prior written approval of Beneficiary (where such consent is required under the Loan Agreement) or the use of defective or unworkmanlike materials or labor in the Work (as determined in the reasonable good faith judgment of Beneficiary after consultation with the Inspector), or (c) receipt of knowledge by Beneficiary of encroachments to which Beneficiary has not consented in writing, Beneficiary may order stoppage of the work affected and demand that the condition be corrected. Trustor shall comply with that order or demand. After issuance of an order in writing, no further work shall be done on the affected Improvements (except as may be necessary to correct said condition) without the prior written consent of Beneficiary unless and until all Events of Default and conditions have been fully cured and corrected
4.10 Remedies Not Exclusive. Trustee and Beneficiary, and each of them, shall be entitled to enforce payment and performance of any and all of the Obligations and to exercise all rights and powers under the Loan Documents and under the law now or hereafter in effect, notwithstanding some or all of the Obligations may now or hereafter be otherwise secured or guaranteed. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative 389
11 and shall be in addition to every other remedy given hereunder or now or hereafter existing under the law. Every power or remedy given by any of the Loan Documents or by law to Trustee or Beneficiary or to which either of them may be otherwise entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Trustee or Beneficiary and, to the extent permitted by law, either of them may pursue inconsistent remedies.
4.11 Request for Notice. Trustor hereby requests a copy of any notice of default and that any notice of sale hereunder be mailed to it at the address set forth in Section 5.04 below.
ARTICLE V.
MISCELLANEOUS
5.01 Change, Discharge, Termination, or Waiver. No provision of this Deed of Trust may be changed, discharged, terminated, or waived except in a writing signed by the party against whom enforcement of the change, discharge, termination, or waiver is sought. No failure on the part of Beneficiary to exercise and no delay by Beneficiary in exercising any right or remedy under the Loan Documents or under the law shall operate as a waiver thereof.
5.02 Trustor Waivers of Rights. Trustor waives, to the extent permitted by law, (a) the benefit of all laws now existing or that may hereafter be enacted providing for any appraisement before sale of any portion of the Trust Estate, and (b) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the Obligations and marshaling in the event of foreclosure of the liens hereby created, and (c) all rights and remedies that Trustor may have or be able to assert by reason of the laws of the State of California pertaining to the rights and remedies of sureties. Trustor, for itself and for all parties claiming through or under Trustor, and for all parties who may acquire a lien on or interest in the Trust Estate, waives all rights to have the Trust Estate or any other property that now or later may be security for any Obligation (“Other Property”) marshaled on any foreclosure of this Deed of Trust or on a foreclosure of any other security for any of the Obligations. Beneficiary shall have the right to sell, and any court in which foreclosure proceedings may be brought shall have the right to order a sale of, the Trust Estate and any of the Other Property as a whole or in separate parcels, in any order that Beneficiary may designate.
5.03 Reconveyance by Trustee. Upon written request of Beneficiary stating that all Obligations have been paid in full, and upon surrender of this Deed of Trust and the Note to Trustee for cancellation and retention (all of which Beneficiary shall promptly do upon satisfaction in full of all Obligations) and upon payment by Trustor of Trustee’s fees, Trustee shall reconvey to Trustor, or to the person or persons legally entitled thereto, without warranty, any portion of the Trust Estate then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as “the person or persons legally entitled thereto.”
5.04 Notices. All notices, requests and demands to be made hereunder to the parties hereto shall be in writing and shall be delivered by hand or sent by registered or certified mail, return receipt requested, through the United States Postal Service, or by overnight delivery by a nationally recognized delivery service (e.g., Federal Express) requiring a receipt, to the addresses shown below or such other address which the parties may provide to one another in accordance herewith. Such notices, requests and demands, if sent by mail, shall be deemed given three (3) Business Days after deposit in the United States mail, one (1) Business Day after the date of sending via overnight delivery, and if delivered by hand, shall be deemed given when delivered:
If to TRUSTOR: ALMA SANTA PAULA, L.P.
2082 Michelson Dr, #400
Irvine CA 92612
Attention: Ron Wu
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12 If to BENEFICIARY: CITY OF SANTA PAULA
970 Ventura Street
Santa Paula, California 93060
Attn: City Clerk
5.05 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.
5.06 Captions and References. The headings at the beginning of each section of this Deed of Trust are solely for convenience and are not part of this Deed of Trust. Unless otherwise indicated, each reference in this Deed of Trust to a section or an exhibit is a reference to the respective section herein or exhibit hereto.
5.07 Invalidity of Certain Provisions. If any provision of this Deed of Trust is unenforceable, the enforceability of the other provisions shall not be affected, and they shall remain in full force and effect. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Trust Estate, the unsecured or partially secured portion of the debt shall be completely paid prior to the payment of the remaining and secured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid on and applied to the full payment of that portion of the debt which is not secured or fully secured by the lien of this Deed of Trust.
5.08 Attorneys’ Fees. If any or all of the Obligations are not paid when due or if an Event of Default occurs, Trustor agrees to pay all costs of enforcement and collection and preparation therefore (including, without limitation, reasonable attorneys’ fees) whether or not any action or proceeding is brought (including, without limitation, all such costs incurred in connection with any bankruptcy, receivership, or other court proceedings (whether at the trial or appellate level)), together with interest therein from the date of demand at the rate of ten percent (10%) per annum.
5.09 Governing Law. THIS SECURITY INSTRUMENT SHALL BE DEEMED TO BE A CONTRACT
ENTERED INTO PURSUANT TO THE LAWS OF THE STATE OF CALIFORNIA AND SHALL IN ALL
RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. All rights, powers and remedies provided in this instrument may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this instrument invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law. If any term of this instrument or any application thereof shall be invalid or unenforceable, the remainder of this instrument and any other application of the term shall not be affected thereby.
5.10 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.
5.11 Joint and Several Obligations. If this Deed of Trust is signed by more than one party as Trustor, all obligations of Trustor herein shall be the joint and several obligations of each party executing this Deed of Trust as Trustor.
5.12 Number and Gender. In this Deed of Trust, the singular shall include the plural and each gender shall include all other genders and vice versa, if the context so requires.
5.13 Counterparts. This document may be executed and acknowledged in counterparts, all of which executed and acknowledged counterparts shall together constitute a single document. Signature and acknowledgment pages may be detached from the counterparts and attached to a single copy of this document to form physically one document, which may be recorded.
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13 5.14 Status of Title. Trustor represents and warrants that it is the lawful owner of the Trust Estate free and clear of all Liens and Encumbrances and holds a fee simple estate in the Premises and Improvements, subject only to the Permitted Exceptions and that Trustor has full right, power and authority to convey and mortgage the same and to execute this Deed of Trust.
5.15 Integration. The Loan Documents contain the complete understanding and agreement of Trustor and Beneficiary and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations.
5.16 Binding Effect. The Loan Documents shall be binding upon, and inure to the benefit of, Trustor, Trustee and Beneficiary and their respective successors and assigns. Trustor may not assign its obligations under the Loan Documents.
5.17 Time of the Essence. Time is of the essence with regard to each provision of the Loan Documents as to which time is a factor.
5.18 Survival. The representations, warranties, and covenants of the Trustor and the Loan Documents shall survive the execution and delivery of the Loan Documents and the making of the Loan.
5.19 Construction Deed of Trust. This Deed of Trust secures an obligation incurred for the construction of improvements on land.
5.20 Definitions. Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Loan Agreement.
5.21 Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY LAW, TRUSTOR AGREES THAT
THIS DEED OF TRUST ALSO CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY PURSUANT TO THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631, AND THE
TRUSTOR APPOINTS BENEFICIARY ITS ATTORNEY-IN-FACT, WHICH APPOINTMENT IS COUPLED
WITH AN INTEREST, AND TRUSTOR AUTHORIZES BENEFICIARY IN THE NAME, PLACE, AND STEAD
OF TRUSTOR TO FILE THIS DEED OF TRUST WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT JURISDICTION AS STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY. [Signature on Following Page]
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Signature Page to Deed of Trust
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first above written. “TRUSTOR”
ALMA SANTA PAULA, L.P.,
a Delaware limited partnership
By:
Name:
Title:
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Signature Page to Deed of Trust
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF ____________ )
On ____________________, 20___ before me, , Notary Public, personally appeared , who 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/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: (seal)
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EXHIBIT A
LEGAL DESCRIPTION
For APN/Parcel ID(s): 107-0-042-015
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA PAULA, COUNTY OF VENTURA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
PARCEL 2 OF PARCEL MAP NO. 6070, IN THE CITY OF SANTA PAULA, COUNTY OF VENTURA, STATE OF CALIFORNIA, FILED IN BOOK 74, PAGES 5 THROUGH 8 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, APRIL 19, 2024.
EXCEPT ONE-HALF OF ALL OIL AND MINERAL RIGHTS AS RESERVED BY EVELENA NOWAK IN DEED RECORDED SEPTEMBER 11, 1964 IN BOOK 2623, PAGE 531 OF OFFICIAL RECORDS.
PARCEL B:
A NONEXCLUSIVE EASEMENT FOR VEHICULAR INGRESS AND EGRESS TO AND FROM
TELEGRAPH ROAD PURSUANT TO THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT DATED FEBRUARY 28, 2025 AND RECORDED ON MARCH 3, 2025 AS INSTRUMENT NO. 2025000014141, OF OFFICIAL RECORDS.
PORTION OF APN: 107-0-042-015
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EXHIBIT B
DESCRIPTION OF PERSONAL PROPERTY
(a) All personal property (including, without limitation, all goods, supplies, equipment, furniture, furnishings, fixtures, machinery, inventory, and construction materials) in which Trustor now or hereafter acquires an interest or right, which is now or hereafter located on or affixed to the Premises or the Improvements or wherever located if intended for use on the Premises or as part of the Improvements and used or useful in the operation, use, or occupancy thereof or the construction of any Improvements thereon, together with any interest of Trustor in and to personal property which is leased or subject to any superior security interest, and all books, records, leases and other agreements, documents, and instruments of whatever kind or character, relating to the Premises, Improvements, or such personal property; (b) All fees, income, rents, issues, profits, earnings, receipts, royalties, and revenues which, after the date hereof and while any portion of the Obligations remains unpaid or unperformed, may accrue from such personal property or any part thereof or from the Premises, the Improvements or any other part of the Trust Estate, or which may be received or receivable by Trustor from any hiring, using, letting, leasing, subhiring, subletting, subleasing, occupancy, operation, or use thereof; (c) All of Trustor’s present and future rights to receive payments of money, services, or property, including, without limitation, rights to all deposits from tenants of the Premises or Improvements, rights to receive capital contributions or subscriptions from Trustor’s members, partners or shareholders, amounts payable on account of the sale of interests (including membership interests) in Trustor or the capital stock of Trustor, accounts and other accounts receivable, deposit accounts, chattel paper, notes, drafts, contract rights, instruments, general intangibles, payment intangibles, and principal, interest and payments due on account of goods sold or leased, services rendered, loans made or credit extended, together with title to or interest in all agreements, documents, and instruments, evidencing, securing or guarantying the same; (d) All of Trustor’s present and future rights to receive equity payments, capital contributions, distributions, or subscriptions from Trustor’s shareholder(s) and/or partners and/or members. (e) All other intangible property and rights relating to the Premises, the Improvements, the personal property described in Paragraph (a) above or the operation, occupancy, or use thereof, including, without limitation, all governmental and non-governmental permits, licenses, and approvals relating to construction on or operation, occupancy, or use of the Premises or Improvements, all names under or by which the Premises or Improvements may at any time be operated or known, all rights to carry on business under any such names, or any variant thereof, all trade names and trademarks relating in any way to the Premises or the Improvements, and all good will in any way relating to the Premises or the Improvements; (f) Trustor’s rights under all insurance policies covering the Premises, the Improvements, the Personal Property, and the other parts of the Trust Estate and any and all proceeds, loss payments, and premium refunds payable regarding the same;
(g) All reserves, deferred payments, deposits, refunds, cost savings, and payments of any kind relating to the construction of any Improvements on the Premises; (h) All water stock relating to the Premises;
(i) All causes of action, claims, compensation, and recoveries for any damage to, destruction of, or condemnation or taking of the Premises, the Improvements, the Personal Property, or any other part of the Trust Estate, or for any conveyance in lieu thereof, whether direct or consequential, or for any damage or injury to the Premises, the Improvements, the Personal Property, or any other part of the Trust Estate, or for any loss or diminution in value of the Premises, the Improvements, the Personal Property, or any other part of the Trust Estate;
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(j) All architectural, structural, mechanical, and engineering plans and specifications prepared for construction of Improvements (the “Plans and Specifications”) or extraction of minerals or gravel from the Premises and all studies, data, and drawings related thereto; and also all contracts and agreements of the Trustor relating to the aforesaid plans and specifications or to the aforesaid studies, data, and drawings or to the construction of Improvements on or extraction of minerals or gravel from the Premises; (k) All assets of the Trustor located on and used in connection with the operation or maintenance of the Premises;
(l) All proceeds of the aforesaid collateral;
(m) All Trustor’s rights in proceeds of the loan evidenced by the Note; and, (n) As used in this Exhibit B the terms “Obligations”, “Note”, “Trust Estate”, “Premises”, “Improvements”, and “Personal Property” shall have the meanings set forth in the Deed of Trust to which this Exhibit B is attached.
397
To: Honorable Mayor and Members of the City Council Regular From: Aminah Mears, DPA, Deputy City Manager,
Subject:
REQUEST FOR FINANCIAL ASSISTANCE WITH CONSULTING
SERVICES FOR DOWNTOWN SANTA PAULA PROPERTY AND
BUSINESS IMPROVEMENT DISTRICT (PBID) RENEWAL
Date: October 21, 2026
Agenda Item: 12.B
CITY OF SANTA PAULA
MEMORANDUM
RECOMMENDATION:
It is recommended that the City Council:
Consider the downtown Santa Paula Property and Business Improvement District's (PBID) request for financial assistance with consulting services associated with a potential district renewal and expansion, and provide direction as appropriate.
Presented by: Aminah Mears, Deputy City Manager
BACKGROUND:
The Downtown Santa Paula Property and Business Improvement District (PBID) was established in 2023 with assistance from the City of Santa Paula, with the understanding that the City would provide initial support to help establish and launch the district. The PBID was approved for a five-year period, with its current term set to expire in 2027.
To ensure continuity of the district and allow assessments to be included on the County's next property tax roll, anticipated in August 2027, the PBID must start the renewal process well in advance. The renewal process was identified as needing to begin as early as January 2027 to allow sufficient time for the necessary planning, documentation, stakeholder engagement, and approval procedures.
On October 1, 2026, the City received a letter from PBID Board President Nancy Grass requesting financial assistance for consulting services associated with a potential renewal and expansion of the district.
The PBID has identified Kristin Lowell, Inc. as the proposed consultant, with a consulting fee of $25,000. Ms. Lowell is inimately familiar with the Santa Paula PBID, as her consulting firm conducted the original engineering study upon the formation of the District and was hired at the end of the first three years when the renewal effort was conducted. The PBID Board 398
requests a City contribution of $12,500, representing 50 percent of the proposed fee, plus an equal share of any mutually approved additional travel and City Council meeting attendance expenses. The other 50 percent would be covered by the PBID budget.
The PBID Board has not yet voted to proceed with renewal and has indicated that the City's willingness to share consulting costs would be an important consideration in determining its next steps.
ANALYSIS:
The PBID is exploring the possibility of renewing and expanding the existing district. According to the PBID's request, the proposed consulting services would assist with evaluating district boundaries and service priorities, developing a Management District Plan and Engineer's Report, and supporting the petition and assessment ballot process.
In its letter, the PBID expressed concern that covering the full consulting fee from existing district resources would reduce funding available for ongoing downtown services and improvements. The requested cost-sharing arrangement would allow the PBID to consider its future while maintaining resources for existing activities.
The PBID is requesting that the City Council consider contributing $12,500 toward the proposed consulting fee, along with an equal share of mutually approved additional expenses identified in the consultant's proposal.
Any City Council action regarding financial assistance would be separate from consideration of the district's potential renewal or expansion, which would require subsequent action through the applicable process.
The request is presented for City Council consideration and direction.
STRATEGIC PLAN:
Council consideration of the PBID’s request for funding assistance with consultant services to administer the PBID renewal process is consistent with the City Council’s FY 2025–2027 Strategic Plan goal of Economic Development, specifically the objectives of Marketing, Business Attraction, and Downtown Enhancements. Supporting the PBID renewal process would help maintain a coordinated approach to downtown marketing, business promotion, and improvements that contribute to the economic vitality of downtown Santa Paula.
FISCAL IMPACTS:
The PBID is requesting a City contribution of $12,500, representing one-half of the proposed $25,000 consulting fee, plus 50 percent of any mutually approved additional travel and City Council meeting attendance expenses. As this was not a budgeted City expense, a new allocation would be required.
Staff recommends ARPA funding from projects that will not be able to be completed by 399
December 31, 2026 be utilitized. Since additional changes to ARPA are needed, this item will be presented for a budget allocation on the Fiscal Review Year End FY 2026 and Q1 FY 2027 staff report to be presented to council on November 4, 2026 if approved by Council tonight.
OPTIONS:
The following options are available to the City Council:
1. Approve the Downtown Santa Paula Property and Business Improvement District's (PBID) request for a City contribution of $12,500, representing 50 percent of the proposed $25,000 consulting fee for potential PBID renewal and expansion services plus fifty percent of any mutually approved additional travel and council meeting attendance expenses;
2. Alternatively, approve a different contribution amount as determined by the City Council or deny the expense; or
3. Provide staff with further direction.
ATTACHMENTS:
Downtown Santa Paula PBID Letter of Request,dated October 1, 2026.pdf Downtown Santa Paula PBID Renewal 2026.pdf
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October 1, 2026
Santa Paula City Council
City of Santa Paula
Re: Request to Share PBID Consulting Costs
Dear Mayor and Councilmembers:
On behalf of the Downtown Santa Paula Property and Business Improvement District (PBID) Board, I am requesting that the City contribute one-half of the $25,000 consulting fee for Kristin Lowell, Inc. to assist with a potential PBID renewal and expansion. We are asking the City to contribute $12,500 plus that the City share equally in any mutually approved additional travel and Council meeting attendance costs identified in the proposal.
The Board has not yet voted to proceed with renewal. Renewal and potential expansion require substantial planning, stakeholder engagement, and technical assistance. The consultant’s proposed scope includes evaluating district boundaries and service priorities, developing the Management District Plan and Engineer’s Report, and supporting the petition and assessment ballot process.
These efforts would help property owners and the Board make informed decisions about the district’s future. The City’s willingness to share this expense would be an important factor in our deliberations and would help us preserve the resources needed to continue our meaningful work.
At the same time, we must continue delivering services and improvements within the existing district. Paying the entire consulting fee from PBID funds would reduce the resources available for that work. Sharing the cost would allow us to consider the district’s future while continuing to serve downtown’s current needs.
A strong downtown is a shared priority, and the City’s participation would demonstrate a practical commitment to that partnership. It would also give the Board greater confidence that we can undertake the renewal effort responsibly while maintaining the work our property owners and businesses rely on.
We respectfully request that the Council approve a contribution of $12,500 toward the consulting fee, plus share in any mutually agreed upon additional fees as identified in the proposal. Thank you for considering this request and for your partnership in supporting downtown Santa Paula.
Your support would make a meaningful difference as the Board considers its next steps.
Sincerely,
Nancy Grass, Board President
Downtown Santa Paula PBID
Enclosure: Kristin Lowell, Inc. PBID Renewal Proposal
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June 8, 2026
Aminah Mears
City of Santa Paula
RE: PBID Renewal Proposal
On behalf of Kristin Lowell, Inc. (KLI), I am pleased to submit this consulting proposal to assist the City of Santa Paula and the Downtown Santa Paula PBID Board of Directors (Board) in renewing the Downtown Santa Paula PBID.
Project Objectives
Specific project objectives include:
• Assess the current dynamics of downtown Santa Paula’s economic, political and planning environment, including significant market changes that have occurred and those that can be reasonably expected through the next five to ten years. • Determine how the PBID should best be positioned and reorganized to respond to current challenges and opportunities.
• Affirm program priorities for the PBID and develop a holistic district management plan and engineer’s report to ensure that initiatives strengthen and unify overall district management efforts.
• Engage a variety of downtown stakeholders in a participatory process to renew the PBID.
A complete scope, timeline and budget is attached. We look forward to working with you and the Board in renewing the Downtown PBID.
Sincerely,
Kristin Lowell,
President
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Database Review and Development: KLI will review the existing database that was compiled in the last PBID renewal and confirm that all necessary information is included.
The database will be designed for a variety of uses, including periodic mailings to property owners, source data for assessment scenarios and tracking for the PBID petition and 218 ballot campaigns.
Stakeholder Engagement: Stakeholder engagement is essential in renewing the PBID, ensuring that the PBID services reflect the needs and priorities of the stakeholders and community. By actively involving property owners, business owners, and residents through surveys, workshops, and ongoing dialogue, stakeholders can help identify key challenges, future needs, and opportunities for improvement. This inclusive approach builds trust, promotes transparency, and lays the groundwork for the renewal.
Service Priorities and Assessments: Based on anticipated service demands and district objectives, KLI will work with the Board to confirm the district boundary and develop a program of services and improvements that addresses stakeholder priorities. KLI will also evaluate alternative assessment methodologies to confirm that the assessment structure reasonably relates to the special benefits conferred upon parcels and generates adequate funding to implement the stakeholder-supported programs and improvements.
Management District Plan: Based upon the findings and stakeholder input gathered through the preceding tasks, KLI will prepare a Management District Plan (“MDP”) for the District. The MDP will be developed in accordance with the California Property and Business Improvement District Law of 1994 and the requirements of Proposition 218. As the governing document for the proposed district, the MDP will describe the PBID’s boundaries, assessment methodology, budget, governance structure, and the services, programs, and improvements to be funded through assessment revenues.
The MDP will describe the proposed PBID's:
• Boundaries
• Services, programs, and improvements
• Assessment methodology and calculation
• Annual budget and assessment revenues
• Governance and administration
• Assessment collection procedures and district term
Phase One: Management Plan Development
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Phase Two: Legal Process
The draft MDP will be reviewed by the Board and key stakeholders prior to its submission to the City for review and comment. A certified assessment engineer will prepare the Engineer’s Report in compliance with the requirements of Proposition 218. The Engineer’s Report will describe the assessment methodology, demonstrate the proportionality of the assessments, and document how each assessed parcel receives a special benefit from the proposed improvements, activities, and services. The Report will also identify and quantify the special and general benefits associated with the program and allocate costs accordingly. Upon completion, the draft MDP, Engineer’s Report, and assessment database used to calculate parcel assessments will be submitted to the City for review and approval prior to commencement of the petition and balloting process.
Finalize Documents: Upon completion of City review of the MDP, Engineer’s Report, and database, KLI will finalize all documents and prepare for the petition drive.
Property Owner Petition Drive: The property owner petition drive is the first statutory step in the PBID formation process. Pursuant to the California Property and Business Improvement District Law of 1994, petitions must be signed by property owners who will pay more than fifty percent (50%) of the proposed assessments before the City may initiate the assessment ballot proceeding.
To facilitate the petition process, KLI will prepare and/or coordinate all necessary materials, including the petition form, signing instructions, Management District Plan summary, stakeholder communications, and informational newsletters. Petition materials will clearly describe the proposed district, services, improvements, assessment methodology, and estimated assessment amounts applicable to each property.
Assessments Ballots and Notice: Upon securing the required petition support, KLI will assist the Board and City through the remaining statutory formation requirements. These services will include coordinating the preparation and distribution of assessment ballots and required notices, supporting compliance with Proposition 218 noticing requirements, assisting with public outreach and stakeholder communications, and providing support throughout the public hearing and balloting process. KLI will work with City staff to ensure all procedural requirements are satisfied, leading to the public hearing and tabulation of assessment ballots.
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Timeline
The following timeline illustrates timeline with the intent to have the PBID renewed by the summer of 2027.
Target Date Action
June - October 2026:
Database development
District priorities and budget
Assessment scenarios
Management District Plan
Board consensus
Stakeholder workshops
Nov - Dec 2026:
City review of MDP, ER and database
Finalize all documents
1 st Qtr 2027
Prepare petitions and petition packet materials
Petition kick-off (allow 3 months)
2 nd Qtr 2027:
City Council approves Resolution of Intention and calls for public hearing; Assessment ballots mailed to all
assessed property owners
City Council public hearing, tabulate ballots (45 days
later)
January 2028: Renewed PBID services begin
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Budget
TASK TOTAL
PHASE ONE: MANAGEMENT PLAN DEVELOPMENT $17,500
Database Development
Stakeholder Engagement
Service Priorities and Assessments
Management District Plan and Engineers Report
City Review of MDP and ER
PHASE TWO: LEGAL PROCESS $7,500
Finalize MDP and ER
Property Owner Petition Drive
Assessment Ballot and Notice
Attend City Council Meetings Billed hourly
TOTAL $25,000
Travel expenses billed @ cost not to exceed $1,500
406
To: Honorable Mayor and Members of the City Council Regular From: Kellan Martz, Interim City Attorney
Subject: UPDATE ON CLOSED SESSION MATTERS RELATED TO THE RALPH M. BROWN ACT AND DISTRICT ATTORNEY RESPONSE
Date: October 21, 2026
Agenda Item: 12.C
CITY OF SANTA PAULA
MEMORANDUM
RECOMMENDATION:
Receive and file the City Attorney's update concerning the Ventura County District Attorney's response regarding the City Council's June 23 and June 30, 2026 closed sessions.
BACKGROUND:
At special meetings held on June 23 and June 30, 2026, the City Council met in closed session under Government Code section 54957(b)(1) to conduct a performance evaluation of the City Manager. The agenda described the item as "Public Employee Performance Evaluation" and identified the position as City Manager. Section 54957(b)(1) permits a legislative body to meet in closed session during a regular or special meeting to consider the evaluation of performance.
The City Manager's employment agreement has a fixed term ending June 30, 2027. The closed session discussions did not address or purport to amend the agreement, shorten or extend its term, terminate the City Manager's employment, or otherwise change the agreement. Nor could they, because the status of the agreement was not listed on the agenda.
The City Manager remains employed under the same agreement and on the same terms.
After the meetings, a public communication from the City stated that the agreement would sunset on June 30, 2027 and discussed the City's anticipated transition to a future City Manager. A member of the public's complaint later alleged that the Council had collectively decided not to renew the agreement and was required to publicly report that decision and each Councilmember's vote or abstention.
The City responded to the allegations on August 24, 2026. On September 9, 2026, the District Attorney made a preliminary finding that the Council had made a nonrenewal decision and failed to report that action under Government Code section 54957.1(a)(5). The District Attorney invited a further response. The City appreciates the District Attorney’s review and provides the following additional information and clarification regarding the preliminary conclusion.
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ANALYSIS:
The Brown Act distinguishes discussion from action. It permits a legislative body to discuss a public employee's performance in closed session. A public report is required when the body takes action in closed session to appoint, employ, dismiss, accept the resignation of, or otherwise affect the employment status of a public employee. (Gov. Code, Section 54957.1(a) (5).)
A formal vote is not the only way a legislative body may act. Government Code section 54952.6 defines "action taken" to include a collective decision made by a majority, a collective commitment or promise by a majority to make a positive or negative decision, or an actual majority vote. The question is therefore not limited to whether a motion or vote occurred. The question is whether a majority of the Council actually made a collective decision or commitment as a body. No collective decision or commitment was made.
The Council discussed the City Manager's performance, as the posted closed-session item permitted. It did not vote, reach a collective decision, or make a collective commitment or promise to terminate, amend, renew, or not renew the employment agreement. No action changed the City Manager's employment status or any contractual right or obligation.
Council members were aware that the agreement expires on its own terms on June 30, 2027, and that no action was required on the Council’s part to change that. Awareness is not an action. Individual Councilmembers may have had their own views about the agreement's existing sunset provision or what that provision could mean for the City's future planning. A member may also leave a discussion with an impression that other members hold similar views. Individual views or impressions, however, are not by themselves a collective decision or commitment by the Council. Whether a discussion amounts to a collective decision or commitment is a legal threshold under the Brown Act, and that threshold was not reached here. For Brown Act purposes, the legal distinction is between Councilmembers' individual thoughts and a majority acting collectively as the City's legislative body. The latter did not occur, nor could it occur, in view of the limited scope of the closed session agendas.
The agreement already provided that it would end on its own terms on June 30, 2027. No Council action was necessary to “non-renew” the agreement, given that sunset provision.
Section 54957.1(d) confirms that the reporting statute does not require a legislative body to approve an action that is not otherwise subject to its approval. Communicating the agreement's existing expiration date likewise did not amend the agreement or constitute a decision concerning renewal or nonrenewal.
The District Attorney's preliminary conclusion relies on an inference the City does not believe is supported.
The preliminary conclusion relies substantially on language in the later public communication describing a Council "decision" and a future transition. That wording was imprecise and should not be treated as a legal characterization of what occurred in closed session. The public communication and public report was unfortunately imprecise and that imprecision has led to a misunderstanding of what occurred in closed session. While that is regrettable, the imprecise wording in the City’s communications does not change the fact that the Council did not act on the term of the agreement in closed session within the meaning of section 54952.6.
That determination must be based on what the Council actually did as a body, not speculation 408
that has arisen solely as a result of imprecision.
The reference to "nonrenewal" in section 54957.1(a)(5) addresses the timing of a report when a legislative body actually takes nonrenewal action. It does not eliminate the threshold requirement that action must first have occurred. Nonrenewal may be reportable when a body votes or collectively commits not to renew, or when an agreement requires affirmative action or notice to prevent renewal. Here, the agreement had a fixed expiration date and the Council made no collective renewal or nonrenewal decision.
The District Attorney’s letter discusses Gillespie v. San Francisco Public Library Commission (1998) 67 Cal.App.4th 1165. In that case, the library commission met in closed session and selected three candidates to submit to the mayor, who would make the final appointment. The court held that the commission could consider and select the nominees in closed session because it was participating in the appointment process. The court also held that the selection of nominees was not a final appointment or other action requiring a public report at that time.
The District Attorney views the alleged nonrenewal here as a final employment decision and therefore believes Gillespie is different. The City’s position is that no public report was required because the Council did not vote or otherwise make a collective decision or commitment concerning renewal or nonrenewal of the agreement.
Another case, Furtado v. Sierra Community College (1998) 68 Cal.App.4th 876, provides a useful comparison. There, a governing board met in closed session under an agenda item identifying a “Public Employee Performance Evaluation” and expressly voted not to renew the employee’s contract. The case focused on agenda requirements and descriptions. Although the Furtado decision did not address the separate public-reporting requirement, it shows the important difference here: the board in Furtado took an actual vote not to renew, while the Council here took no vote and made no collective decision or commitment regarding renewal or nonrenewal.
The City remains committed to transparency and Brown Act compliance. The City is presenting this matter publicly so the allegations, the applicable legal standard, and the City's position are available to the Council and the community in one place. Because the City maintains that no reportable action occurred, this item is not a retroactive report-out of closedsession action and is not an admission of a Brown Act violation. It is a voluntary public clarification and a recommitment to the Brown Act and its requirements.
The City Attorney's Office will continue to review closed-session agendas, advise the Council regarding reportable action, and provide Brown Act guidance and training. This report is limited to information that may properly be discussed publicly and does not disclose confidential closed-session communications or waive any applicable privilege or protection.
STRATEGIC PLAN:
A public explanation of the City's Brown Act practices supports transparent, accountable, and effective City government.
FISCAL IMPACTS:
There is no direct fiscal impact associated with receiving this report. 409
OPTIONS:
1. Provide additional direction to staff consistent with the Brown Act.
2. Take no action.
ATTACHMENTS:
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To: Honorable Mayor and Members of the City Council Regular From: Dan Singer, City Manager
Subject: FUTURE AGENDA ITEMS
Date: October 21, 2026
Agenda Item: 13.A
CITY OF SANTA PAULA
MEMORANDUM
RECOMMENDATION:
Staff recommends City Council review future agenda items.
BACKGROUND:
The attached Future Agenda Items forecast identifies anticipated agenda items for upcoming Council meetings as well as Study Session topics and long-range discussion items. Placing this forecast on the agenda affords the Council and the public the opportunity to discuss such topics and to make any recommendations. It should be noted this is only a forecast and may change over the course of time or based on feedback by the Mayor and City Manager during review of future agendas.
ANALYSIS:
Should a member of the City Council wish to introduce a future agenda topic, it should be done in compliance with the Council's adopted Manual of Procedural Guidelines, Section 5.1.
Items introduced by a member of the Council during a Council meeting requires a second and should be reserved for time-sensitive matters needing attention within the proceeding 45 day period.
STRATEGIC PLAN:
FISCAL IMPACTS:
OPTIONS:
ATTACHMENTS:
11.4.2026_Future_Agenda_Items_lm.pdf
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Santa Paula City Council Tentative Agenda Schedule
Updated 10/14/2026
Activities associated with the Council’s Strategic Plan* Special Meeting
Wednesday, October 28
th
- 6:00 pm
Admin Workshop on Smoking Ordinance
Regular Meeting
Wednesday, November 4th- 6:30 pm
P&R Parks & Recreation Department Report
Finance Measure T Year End Presentation
Finance Measure R Year End Presentation
Admin Year-End Fiscal Review 2025-2026 and Q1 Fiscal Review 2026/2027
HR Water Department Reorganization Proposal
Admin Blanchard Library DIF Resolution
CDD PBID Façade Improvement Request
Admin Resolution of Support for Valleywide Hospital Services Regular Meeting
Wednesday, November 18th- 6:30 pm
Admin VRSD Presentation
CDD Community Development Department Report
PD PD Facility Phase 2 Bid Approval
CDD Downtown Vacancy Update
STUDY SESSION TOPICS
Finance Development Impact Fees (DIF)* 3
rd Qtr.
CDD Use of Triangle Property on Housing 4
th Qtr.
CDD RV Ordinance Review Workshop 4
th Qtr.
P&R Park Host Program 4
th Qtr.
FUTURE AGENDA ITEMS
Legal Fire MOU Amendment for Station 26 4
th Qtr.
Admin Electric Bike/Scooter Ordinance Options 3
rd Qtr.
P&R HVAC & Union Oil Building 3
rd Qtr.
CDD Remnant Parcel Annexation * 3
rd Qtr.
PW Plans and Specifications for Peck/Calpipe Street Improvement 3 rd Qtr.
PW Final design approval of bike trail at Telegraph & Roundabout 4 th Qtr.
PW/Finance Water/Sewer Rate Study 4
th Qtr.
Legal Nitric Oxide Restrictions Discussion 3
rd Qtr.
CDD Recreation Vehicle (RV) Parking 4
th Qtr.
HR Labor Agreements w/outside Unions 4
th Qtr.
PW Caltrans Cooperative Agreement 4
th Qtr.
CDD Central Business District Live Entertainment Introduction 4 th Qtr.
CDD Downtown Vacancy Update
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