HomeMy WebLinkAboutMOLA, FRANK - 1999-04-19RECORDING REQUESTED BY:
ORANGE COAST TITLE COMPANY
5xr-- `t - it -M
and when recorded mail to:
Residential Lending Dept.
IMPERIAL BANK
701 B Street, Suite 600
San Diego, CA 92101
SPACE ABOVE THIS LINE FOR RECORDER'S USE
SUBORDINATION AGREEMENT
MODIFICATION
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY
THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.
THIS AGREEMENT, made this 24th day of February, 2000, by MMN Development
Company, a Hawaii limited liability company, owner of the land hereinafter described and
hereinafter referred to as "Owner,' and Redevelopment Agency of the City of Huntington
Beach, present owner and holder of the deed of trust and note first hereinafter described and
hereinafter referred to as "Beneficiary";
WITNESSETH
THAT WHEREAS, Owner did execute a deed of trust with assignment of rents
("Beneficiary's Deed of Trust"), as Trustor, in favor of Lawyers Title, a California corporation
("Lawyers"), as trustee, dated April 1.1999, and recorded as Instrument No.19990379836 in
the Official Records of Orange County, California, on May 24, 1999, encumbering, in part,
that certain "Real Property" described as follows:
LEGAL DESCRIPTION ATTACHED HERETO AND BY THIS REFERENCE
INCORPORATED HEREIN MARKED "EXHIBIT X.
to secure a note (the Beneficiary's Note") in the sum of ("210.726.00"), in favor of Beneficiary;
and
WHEREAS, Owner did execute a deed of trust ("Lender's Deed of Trust"), dated
August 11, 1998, to Imperial Bancorp, a California corporation, as trustee, covering the
above described land and securing an indebtedness in the amount of $2,425,000.00
1
("Lender Note"), in favor of Imperial Bank, a Caifornia corporation, hereinafter referred to as
"Lender," which deed of trust was recorded August 14, 1998, as Instrument No.
19980532392, Official Records of said county, and provides among other things that it shall
also secure additional loans and advances thereafter made upon the terms and conditions
therein set forth; and
WHEREAS, Owner has executed, or is about to execute: (i) a Modification and/or
Extension Agreement ("Modification") modifying the terms of Lender's Note and Lender's
Deed of Trust; and (ii) a note in the sum of One Hundred Thirty -Five Thousand and
No/100ths Dollars ($135,000.00) (hereinafter referred to as "Additional Advance Note") in
favor of Lender, payable with interest and upon the terms and conditions described therein,
which Modification and Additional Advance Note are dated February 24, 2000; and
WHEREAS, it is a condition precedent to obtaining said Modification and the
Additional Advance Note that Lender's Deed of Trust, securing all obligations recited therein
as being secured thereby, including but not limited to the Lender's Note and Additional
Advance Note, shall unconditionally be and remain at all times a lien or charge upon the land
hereinbefore described, prior and superior to the lien or charge of Beneficiary's Deed of
Trust; and
WHEREAS, Lender is willing to make the Modification and the Additional Advance.
Note provided the Lender's Deed of Trust, as modified by the Modification is a lien or charge
upon the above described property prior and superior to Beneficiary's Deed of Trust and
provided that Beneficiary will specifically and unconditionally subordinate the Beneficiary's
Deed of Trust to the lien or charge of the Lender's Deed of Trust, as modified by the
Modification; and
WHEREAS, it is to the mutual benefit of the parties hereto that Lender make the
Modification and Additional Advance Note to Owner; and Beneficiary is willing that Lender's
Deed of Trust, as modified by the Modification shall constitute a lien or charge upon said land
which is unconditionally prior and superior to Beneficiary's Deed of Trust.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties
hereto and other valuable consideration, the receipt and sufficiency of which consideration is
hereby acknowledged, and in order to induce Lender to make the additional loan above
referred to, it is hereby declared, understood and agreed as follows:
(1) That Lender's Deed of Trust, as modified by the Modification and any renewals,
or extensions thereof, shall unconditionally be and remain at all times a lien or charge on the
property therein described, prior and superior to the lien or charge of Beneficiary's Deed of
Trust.
(2) That Leader would not make the Modification or the Additional Advance Note
without this subordination agreement.
2
(3) That this agreement shall be the whole and only agreement with regard to the
subordination of Beneficiary's Deed of Trust to the lien or charge of Lender's Deed of Trust,
as modified by the Modification and shall supersede and cancel, but only insofar as would
affect the priority between the deeds of trust hereinbefore specifically described, any prior
agreement as to such subordination including, but not limited, those provisions, if any,
contained in Beneficiary's Deed of Trust, which provide for the subordination of the lien or
charge thereof to another deed or deeds of trust or to another mortgage or mortgages.
Beneficiary declares, agrees and acknowledges that:
(a) He consents to and approves: (i) all provisions of the Modification and the
Additional Advance; and (ii) all agreements, including but not limited to any loan or escrow
agreements, between Owner and Lender for the disbursement of the Additional Advance
Note;
(b) Lender in making disbursements pursuant to any such agreement is under no
obligation or duty to, nor has Lender represented that it will, see to the application of such
proceeds by the person or persons to whom Lender disburses such proceeds and any
application or use of such proceeds for purposes other than those provided for in such
agreement or agreements shall not defeat the subordination herein made in whole or in part;
(c) He intentionally and unconditionally waives, relinquishes and subordinates
Beneficiary's Deed of Trust in favor of the lien or charge upon said land of Lender's Deed of
Trust, as modified by the Modification as to Lenders Note, the Additional Advance Note, as
well as all other obligations recited therein as being secured thereby, and understands that in
reliance upon and in consideration of this waiver, relinquishment and subordination specific
additional loans and advances are being and will be made and, as part and parcel thereof,
specific monetary and other obligations are being and will be entered into which would not be
made or entered into but for said reliance upon this waiver, relinquishment and
subordination; and
(d) An endorsement has been placed upon Beneficiary's Note secured by
Beneficiary's Deed of Trust that said Beneficiary's Deed of Trust has by this instrument been
subordinated to the lien or charge of Lender's Deed of Trust, as modified by the Modification.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT,
AND ANY OF THE PARTIES HERETO MAY EXECUTE THIS AGREEMENT BY SIGNING
ANY SUCH COUNTERPART.
3
NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH
ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO
OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES
THAN IMPROVEMENT OF THE LAND.
BENEFICIARY:
Redevelopment Agency of the
City of ntington Beach
By:
Name: D4uL (A�eo�,aLa
Title: �'tiarman
BY: �
Name: eonni ; BRCCk
Tiff:
OWNER:
MMN Development Company, LLC, a
Hawaii limited liability company
By: Coasta im Properties, Inc., a
Calif ni coloration, Member
By:
Frank J. Mola, President
a*--3-00
?;.Pn,POVMt AS TO F'ORI15
G_ IL NUTTOI . City Atto=0
Py:: Deputy City AttorneZ
(ALL SIGNATURES MUST BE ACKNOWLEDGED)
IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS
SUBORDINATION AGREEMENT, THE PARTIES CONSULT WITH THEIR
ATTORNEYS WITH RESPECT THERETO.
4
V
EXHIBIT A ATTACHED TO THAT CERTAIN SUBORDIIvTATION AGREEMENT
MODIFICATION DATED FEBRUARY 24, 2000, EXECUTED BY MMN
DEVELOPMENT COMPANY, LLC, A HAWAII LIMITED LIABILITY COMPANY
AND REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
LEGAL DESCRIPTION
PARCEL A:
LOT 1, AS SHOWN ON EXHIBIT "B" ATTACHED TO LOT LINE ADJUSTMENT
LL 98-001 RECORDED APRIL 9, 1998 AS INSTRUMENT NO. 19980210009 OF
OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.
PARCEL B:
A NON-EXCLUSIVE RECIPROCAL EASEMENT FOR VEHICULAR INGRESS,
EGRESS AND ACCESS, AS SET FORTH IN THAT CERTAIN AMENDED AND
RESTATED DECLARATION AND GRANT OF EASEMENTS RECORDED APRIL
15, 1998 AS INSTRUMENT NO. 19980222446 OF OFFICIAL RECORDS OF
ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL A
HEREINABOVE DESCRIBED.
CALIFORNIA ALL-PURPIOSE ACKNOWLEDGMENT �
State of ter,
County of
On irr.L Zg before
Data Name and TdW of Moor (rr g
personally appearedG`T� �•y,���d4142 a,
NamKs) dSt-r(s)
I$ personally known to me — OR —❑ proved to me on the basis of satisfactory evidence to be the personM
whose name(a xam subscribed to the within instrument
and acknowledged to me that(SNhe. t ey executed the
same it(9#e.Wih& authorized capacfty ieQ, and that by
(51 Tw-Uttarak signatureQ on the Instrument the persogM.
or the entity upon behalf of which the persons , acted,
executed the instrument.
E!!ZAi ,H Ei���K --4
a k Comrn;55�on OF 1150021
"' No.ay Public - Corlornia
WITNESS my hand and official seal.
Orange County
MyComm. '5-firesAvg 29,2001 .�
S"ture d Woo P%O c
OPTIONAL
Though the Informa5on below Is not required by law, It may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document
Description of Attached Document
Title or Type of Document: S"a � /z;ona � X-- rori���-,� Z2L egcv c�
Document Date:. �P�rf�.rDldl _- Number of Pages:
Signerks}Other Than Named Above: Nf x��
Capacit fie Claimed by Signets s�
Signer's Name: 217140
10 ■
■
s
■
■
■
Individual
Corporate Officer
Ttle(s'): O— a e rr7
Partner --❑ Limited ❑ General
Attorney -in -Fact
Trustee
Guardian or Conservator
Other:
Signer Is Representing:
Signer's Name:
Ig Individual
❑ Corporate Officer
Title(s):
❑ Partner — -Limited 17 General
❑ Attomey-in-Fact
❑ Trustee _
❑ Guardian or Conservator
❑ Other: o of thurno here
Signer Is Representing:
eV
0 1995 Nationd Notary Association • 8236 Rsmmet Ave.. P.O. Box 7194 • Canoga Park. CA 9t309.7184 1 Prod. No. 5907 Reorder. Ca4 Toll -Fr" 1400-87"W
G
Council/Agency Meeting Held: 4 —11—bo
Deferred/Continued to:
Approved Q Conditionally Approved ❑ Denied
D%T. City Clerk's
_
Signature
Council Meeting Date: April 17, 2000
Department ID Number: 00-009
CITY OF HUNTINGTON BEACH
REQUEST FOR REDEVELOPMENT AGENCY ACTION
SUBMITTED TO: HONORABLE CHAIRMAN AND REDEVELOPMENT AGENCY
M BERS
ca a
SUBMITTED BY: PGCAle HUTTON, Agency Counsel �-
a
PREPARED BY: GAIL HUTTON, Agency Counsel o o ' �Z `
SUBJECT:
'APPROVE MOLA COLLECTION SUBORDINATION AGREEMEIT' + .
MODIFICATION
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: Whether to approve Subordination Agreement Modification in
connection with Agency's Deed of Trust.
Funding Source: Not applicable.
Recommended Action: Approve Subordination Agreement Modification and authorize the
Chairman ,and Executive Director to execute such agreement on behalf of the
Redevelopment Agency, and the Agency Clerk to attest and acknowledge.
Alternative Action(s}: Amend the Subordination Agreement Modification and return for
further action.
REQUEST FOR REDEVELOPMENT AGECY ACTION
MEETING DATE: April 17, 2000
DEPARTMENT ID NUMBER: 00-009
Analysis: On April 19,1999, the Agency approved a Settlement Agreement ("Agreement")
with Judgment Debtor Frank Mola in the original sum of $268,266. The Agreement required
the debtor to pay the sum of $60,000 on execution thereof and further pay the sum of
$15,000 each quartet thereafter until the total sum plus interest was paid. The Agreement
was secured by a Note and Trust Deed on real property, a Collateral Assignment of Litigation
Proceeds, in an unrelated action in the U.S. Court of Federal Claims, as well as a Confession
of Judgment in favor of the Agency, which was to be used only in the event of default.
The Agency's Deed of Trust was in the original sum of $210,726 (after the $60,000 payment
and $2,500 in closing costs) and was in second position to an existing indebtedness in the
amount of $2,425,000, in favor of Imperial Bancorp ("Lender's Deed of Trust"). The Lender's
Deed of Trust is now being modified and extended, hence requiring the subject
Subordination Agreement Modification by the Agency.
Debtor has paid all sums due under the agreement with the Agency amounting to a total sum
paid to date of $120,000. The Balance now due to the Agency (not including interest at the
rate of 11% per annum) is $148,266.
The value of the real property which serves as security for the Agency's Deed of Trust was
approximately $4,000,000, and was confirmed last year by an Appraisal Review. The
Subordination Agreement Modification provides for an Additional Advance Note in the sum of
$135,000. Thus the indebtedness prior and superior to the Agency Deed of Trust will remain
less than the $2.7 Million originally agreed to by the parties (See Attachment No. 2, Exhibit
"A" to redevelopment Agency Action, dated April 19, 1999)
Finally, this action does not impair the Agency's other security interests in the Collateral
Assignment of Litigation Proceeds nor the Confession of Judgment.
Environmental Status: NIA
Attachment(s):
RCA Author: A. De La Loza
RCA ROUTING SHEET Mola Subordination Modificatlon -2- 416l00 9:27 AM
IN
1
ATTACHMENT #1
ATTACHMENT #2
r
• 1111 TJah1,C1jV A 77Y
CITY OF HUNTINGTON BEAC 4�trlr,'�1r-Taurn��'
MEETING DATE: 04119/99 DEPARTMENT ID NUMBER: CA 99-'1'V _ , / }
I" r !',kY -5 1-'1 9= 36
Council/Agency Meeting Held / . •
/YId e,6036
trUNT(r�G
rred/Continued to:
VApproved
❑ Conditionally Approved ❑ Denied
V1y C' ! gency Clerk's Signature
Council Meeting Date: 04/19/99
Department ID Number; CA 99-11
CITY OF HUNTINGTON BEACH
REQUEST FOR REDEVELOPMENT AGENCY ACTION
SUBMITTED TO: HONORABLE CHAIRMAN AND REDEVELOPMENT AGENCY
MEM�%SUBMITTED BY:(AILON, Agency Counser,
PREPARED BY: �110A1L HUTTON, Agency Counsel _ I+ . 5
SUBJECT: Settlement of Judgment Against Frank Mola
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: Whether to approve documents in settlement of the Judgment against
Frank Mola.
Funding Source: Not applicable.
Recommended Action:
1. Authorize Chairman, Executive Director and Agency Counsel to accept and/or execute
on behalf of the Redevelopment Agency the above -mentioned documents in
substantially the form as attachments hereto and the Agency Clerk to attest to the
Settlement Agreement and accept the Deed of Trust (originals to be placed in escrow).
2. Authorize the Executive Director and Agency Counsel to accept and execute on behalf
of the redevelopment Agency, any other documents, consistent with the Settlement
Agreement, which are necessary and proper to carry out the agreements herein and to
receive the $60,000.00 currently held in escrow on behalf of the Agency.
3. Authorize execution by the Agency Counsel of the Satisfaction of Judgment consistent
with the Settlement Agreement.
Alternative Action:
Direct Agency Counsel to negotiate further.
9941 MOL .2- 04114199 10:57 AM
REQUEST FOR REDEVELOPMENT AGENCY ACTION
MEETING DATE: 04/19199 DEPARTMENT ID NUMBER: CA 99-11
Analysis:
The Agency secured a Judgment against Frank Mola in the sum of $268,266.00 in
connection with unpaid development fees and a guarantee signed by Judgment Debtor Frank
Mola. On April 5, 1999, after agreement to pay the full judgment over time and a payment by
the debtor of $60,000.00, the Redevelopment Agency met in closed session and authorized
Agency Counsel to finalize the settlement documents, recommended for approval. The
Agency further directed Agency Counsel to return on
April 19,1999, for formal action in open session. The documents attached hereto consist of:
1. Settlement Agreement;
2. Promissory Note in the sum of $210,726.00;
3. Deed of Trust Securing Promissory Note;
4. Collateral Assignment of Litigation Proceeds; and
5. Confession of Judgment.
The $210,726.00 balance results from a credit in the sum of the $60,000.00 payment placed
in escrow and a $2,500.00 amount added to the total due, for the cost of the Appraisal
Review on the real property security for the note. The two conditions precedent to approval
of the entire transaction were (i) approval of the Real Property Appraisal by the Agency which
occurred in closed session April 5, 1999, and (H) approval by the current First Trust Deed
holder of the Second Trust Deed which the Agency would hold as security for the note. Such
approval, in writing, will be presented to the Agency Clerk upon receipt, which is expected
April 14,1999.
Environmental Status:
Attachment,(s):
1 I Settlement Agreement;
2 Promissory Note in the sum of $210,726.00;
3 Deed of Trust Securing Promissory Note;
4 Collateral Assignment of Litigation Proceeds; and
5 Confession of Judgment
RCA Author: Arthur DeLaLoza, Deputy City Attorney
99-IIMOL -3- 04114/99 2:09 PM
Y
MOLA PROPOSED PAYOFF DEAL POINTS
AS OF FEBRUARY 16.1999
AMOUNT: S268,226 Plus Interest
INTEREST: I I% From and after Apri11,1999
PAYMENTS: S
60,000
April 1, 1999
S
15,000
June 1, 1999
S
15,000
September 1, 1999
S
15,000
December 1, 1999
S
15,000
March 1, 2000
S 15,000 Each quarter thereafter
Balloon Payment April 1, 2003(?)
TOTALS: S120,000 First -Year Payments
BALANCES: S 148,226 Balance after March 1, 2000 (plus interest)
S 88,226 March 1, 2001 (plus interest)
.s. S 29,226 March 1, 2002 (plus interest)
SECURITY: 1. Second Trust Deed in 3 acres commercial Santa Ana property
• Debtor to provide title report
• Current Value: S4 million
• Encumbrances: S2.7 million First Trust Deed, Imperial Bank
• We would subordinate to construction loan of S39 million
• heeds First Trust Deed: Okay
• • Appraisal of Augus;10,1998: Needs Agency approval
2.' Contingent proceeds from A1ofa v. United States
• All balance due payable upon receipt
• Debtor to allow Lien of Record in U.S. action
3. Reinstate Judgment by Confession of Judgment CCP § 1132 to
original S268,226 plus full 11% interest less payments
:FULL SATISFACTION:
The foregoing instrumenf Is a torrecf
copy of the original on file in this office.
Attest, :� _ — 19_!_ C
.Co ME'BR^,C1WAY •
City Clerk and-Ex-ofJcio of toe City
Council of the City of -Huntington Beach,
taliforni
Byeputy
Full satisfaction by Agency April 1, 1999.
EXHIBITA
SF.TTLE*k*IENT AGREEMENT BET%ti"EEN
FRANK MOLA, JUDGMENT DEBTOR, AND
RF,DF,VFLOPIIF,ti"T AGENCY OF THE
CITY OF HLrZN 1NGTON BEACH, JUDGME\-' CREDITOR
WHEREAS the REDEVELOPMENT AGENCY OF THE CITY OF HUNTLNGTON BEACH
("Agency") holds an Orange County Superior Court Judgment in the sum of $268,226.00 against FRANK
MOLA ("Debtor"), and Debtor wishes to pay such judgment over time,
NOW THEREFORE the Parties agree as follows:
1. Debtor shall pay the full amount due plus interest on the terms reflected in the attached
document entitled "Mola Proposed Payoff Deal Points as of February 16, 1999," Exhibit
"A" ("the Deal Points');
2. Debtor agrees to pay a $2,500.00 fee for the purposes of re%iewing the appraisal of the Santa
Ana real property which will serve as security for the Note mentioned in the Deal Points.
3. Debtor further agrees to secure, and pay all costs associated with, title insurance in favor of
Agency in the sum of the Note.
4. All costs and fees for the escrow with Lawyers Title Company, in Irvine, California, shall be
paid by Debtor.
5. Debtor agrees to execute any and all documents reasonably necessary to accomplish the
purposes herein, including, but not limited to, the Note, Deed of Trust, Confession of
Judgment and any acknowledgment of lien necessary to secure Agency's interest in
litigation proceeds of .&fola Dev Corp. v. United States, bearing Case No. 95-790 C in the
United States Court of Federal Claims.
Debtor further warrants that he has full authority to enter into this Agreement and to execute any
and all documents mentioned herein.
4DAT ril 1,1999
Frank ola
REVIEWED AND APPROVED:
Executive Director
APP OVED:
Director of Economic Development
APPROVED:
� 16.
D ector of Administrative Services
REDEVELOPML ENT AGENCY FOR THE
CITY OF HUNTL�IGTON BEACH, a
nicipal corporation of the State of
alp rnia
Agency Chairman
ATTEST:
Cannie EZan%way CI rk
o
By L Jerk
L�TITIAT AND A,PP OV D: 1-4131W
A,:--p Z ;&t--.*A
Agency Counsel
s� -I' F ��
&dV49agrcc 5etltisota
11B CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
x
�r
= r,
TO: CONNIE BROCKWAY, City Clerk cm
FROM: ARTHUR DE LA LOZA, Deputy City Attorney
>�"'
DATE: October 4, 1999 C r'
SUBJECT: Mola Collection Matter CO �
Per your request, here is a copy of the Policy of Title Insurance in the Mola
collection matter.
Please call me if you have any questions.
�a
ARTHUR DE LA LOZA
Deputy City Attorney
ADVab
Attachment: Title Insurance Policy No. CW3325079
ad1:99m ffxve,bmckwyA1ola3
LAWYERS TITLE COMPANY
18551 Von Karman Avenue, Suite 100
Irvine, California 92715
(949) 223-5575
CI ','
I ? U :117::- I i7C: J r -
yACS
�
CITY OF HUNTINGTON BEACH
2000 MAIN STREET
HUNTINGTON BEACH, CA. 92648
ATTN: ARTHUR DE LA LOZA
Date: June 18, 1999
Escrow No.: 22799-NR
Re: Mola
In connection with the closing of the above numbered escrow we enclose the
items indicated by [x] below:
[ ] Check No. for $
[ ] Original Note for $ executed by
[ ] Escrow Statement
[ ] Insurance Policy No. issued by
[X] Policy of Title Insurance No. C03325079 issued by
First American Title Company
[ ] HUD-1 Statement
Recorded documents to which you are entitled will be forwarded direct from
the County Recorder. Any other documents to which you are entitled will be
sent to you as soon as they are available.
'Vie consider it a privilege to have handled this transaction for you and
hope we have the pleasure of serving you again in the future.
Very ly yours,
Nan y Richm nd, SEO
Es ow Off cer
Via: Messenger
CC:
j
form No. 1056.92
LTA Loan Policy
Form 1
Oki
POLICY OF TITLE INSURANCE
r• ��Z AStER/
C
�,.�� T �.
R
e
ISSUED BY
e
First American Title Insurance Company
< SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND
THE CONDITIONS AND STIPULATIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Cafifornfa corporation, herein calfed 'r
+� f
the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount ct Insurance ►�`. .
stated In Schedule A, sustained or incurred by the Insured by reason of: 77s
1. Trde to the estate or interest described in Schedule A being vested other than as stated therein; p.
qL 2. Any defect In or lien or encumbrance on the title;
3. Unmarketability of the title;
4. lack of a right of access to and from the land; .``
5. The invalidity or unenforceability of the lien of the Insured mortgage upon the title; i
A 6. The priority of any lien or encumbrance over the lien of the Insured mortgage; ► L ,
7. Lack of priority of the lien of the insured mortg2ge over any statutory lien for services, labor or material:
(a) arising from an improvement or work related to the land which is contracted for or commenced prior to Date ► -:
4 of Policy; or 03
@) arising from an improvement or work related to the land which Is contracted for or commenced subsequent > _ `
to Date of Policy and which is financed in whole or in part by proceeds of the indebtedness secured by the insured
s mortgage which at Date of Policy the Insured has advanced or is obligated to advance; a
8. Any assessments for street improvements under construction or completed at Date of Pol.cy which now have i .
gained or hereafter may gain priority over the Insured mortgage; or N-3
IL 9. The Invalidi or unenforceabil of an assi nment of the insured mortgage, provided the assi nment is shown
Invalidity dY Y 99
=' in Schedule A, or the failure of the assignment shown In Schedule A to vest We to the insured mortgage in the
named Insured assignee free and clear of all liens. jo
The Company will also pay the costs, attorneys, fees and expenses Incurred In defense of the title or the lien of the insured
�. mortgage, as Insured, but only to the extent provided In the Conditions and Stipulaions.
First American Title Insurance Company `=
-� BY 0. PRESIDENT
C W 3325079
r►rrEST SECRETARY
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded coverage of this policy
and the Cbmpany will not pay loss or damage, costs, attorneys' fees or
e)penses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited
to building and zoning laws, ordinances, or regulations) restricting,
regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment
of the land; (ii) the character, dimensions or location of any
Improvement now or hereafter erected on the land; (iii) a separation in
ownership or a change in the dimensions or area of the land or any
parcel of which the land is or was a part; or (v) environmental
protection, or the effect of any violation of these laws, ordinances or
governmental regulations, except to the extent that a notice of the
enforcement thereof or a notice of a defect, lien or encumbrance
resulting from a violation or alleged violation affecting the land has been
recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to
the extent that a notice of the exercise thereof or a notice of a defect,
lien or encumbrance resulting from a violation or alleged violation
affecting the land has been recorded in the public records at Date of
Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been
recorded in the public records at Date of Policy, but not excluding from
coverage any taking which has occurred prior to Date of Po;Icy which would
be binding on the rights of a purchaser for value without knowledge.
Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the Insured claimant;
(b) nct known to the Company, not recorded in the public records at Date
of Policy, but known to the insured claimant and not disclosed in writing
to the Company by the insured claimant prior to the date the insured
claimant became an insured under this policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy (except to the extent
that this policy Insures the priority of the lien of the insured mortgage
over any statutory lien for services, labor or material or the extent
1. DEFINmONS OF TERMS.
The following terms velen used in this policy mean:
(a) 'tnure: IN inured ra^red in Schedule A Tte term
tinkled' also Ihc'udts:
(1) the owren a1 the inde%eCness secured by the kured
r m igage and each successor In ownersh:p of the inde.tedness inept
a socessa mwo is an citivor under the provisions of Section 12(t) of
thrse Condibcra and S,.%q .o ms (reserving. however, an difts and
de enses as to any successor Val the Company would have had aga.rsl
arc predexssar insured. trim the successor acquired the indebtedness
as a purchaser lor value w OW knowledge of It asserled deters, lien,
enUrriVance. advrse vs-ri or other maser irtsxred against by this policy
as aneving to a io Ilk estate or Mhmeresm in the Land).
0) ary gcverrimemal agency or govenmkrual Iratnm+a:tatity
ntich is an insurer or gua'a^tor under in irsukar4e contact or Cuaranly
inuring or 9ararteeing Me Irdebkdrim sewed by the insured
mmxmgm. of a^y part mreot, whether named as an moved herein or not:
(i.:) the parties des-7.red in section 2(a) of Vese Conddions and
sliputrions.
(b) Smnured cLaimanr. an Ins;xed claiming loss or damage.
(c) 'krowled;r or V*wr`. aMal loWedge. not constructive
kill sledge or notice which may be impmed to an Inured by reason of
IN Public re:ords as d?tintd in this po'icy or any other records e.ich
irx:+a't mns1wht rwice 01 batters alining the land.
(d) 'lanr'. de land described or referred to n Schedule A and
imxovernerm adued therero which by law constnrte real property. Ttk
terra 'lams' des$ not include any pro" bmy3nd tk lines of tk area
de saxbee or re'ered to in Schedule A nor ay might. tics. Ineres•. estate
or tasemenl in a5m nng sties. roads. brsuits, alleys, lam. +v2ys O<
waterways. bid noting herein shall mod:y or limit the exttPril to which a
rrg^.f of access In and from the land is inured by dins policy.
(e) "ori mwAe, deed of M Inks. deed, of oMer
levity kisVJTktt.
M 'public records" words established made stale statutes at
Dare Of PClicy for re lxx XW Of WW'bng constructive notice 01 frO ers
relr;ing ID real properly to purCtha$ers Por value and arthoull knoMe p.
whrh respeu Ic Section 1(a)(rv) of the Exclusions From Coverage.'pk.blic
raorir stall also include arhrirdnlMntal prol.Wipl liens Idled in the
records o1 the clerk of The United Saves district eourl for the district In
wtich dk tine is located.
(g) UrtwWabiliy of Ole litre^ an at-eged or atpnw. matter
all -ding the He In the lad, not excluded or excepted born collage.
,otich would Entitle a puf&wer of Ole estate or interest desaibei in
sc•.edde Ate the k-=rel m ,32e to be rClened h>tn due of lilt"o r
to purchase by vitxe,ol a contracksl condition requiring IN de K" of
mukWit litre.
Insurance is `,ided herein as to assessments for street improve-
ments under construction or completed at Date of Policy); or
(e) resulting In loss or damage which would not have been sustained if the
insured claimant had paid value for the insured mortgage.
4. Unenforceability of the lien of the insured mortgage because of the inability
or failure of the insured at Date of Policy, or the inability or failure of any
subsequent owner of the Indebtedness, to comply with applicable doing
business laws of the state in which the land is situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim
therecf, which arises out of the transaction evidenced by the insured
mortgage and is based upon usury or any corsumer credit protection or
truth in lending law.
6. Any statutory lien for services, labor or materials (or the claim of priority
of any statutory lien for services, labor or materials over the Gen of the
insured mortgage) arising from an improvement or work related to the land
which is contracted for and commenced subsequent to Date of Policy and
is not financed in whole or in part by proceeds cf the indebtedness secured
by the insured mortgage which at Date of Policy the insured has advanced
or is obligated to advance.
7. Any claim, which arises out of the transaction creating the interest of the
mortgagee insured by this policy, by reason of the operation of federal
bankruptcy, state insolvency, or similar creditors' rights laws, that is based
on:
(I) the transaction creating the interest of the insured mortgagee being
deemed a fraudulent conveyance or fraudulent transfer, or
(ii) the subordination of the interest of the Insured mortgagee as a result
of the application of the doctrine of equitable subordination; or
(fli) the transaction creating the interest of the insured mortgagee being
deemed a preferential transfer except where the preferential transfer
results from the failure:
(a) to timely record the instrument of trarsfer, or
(b) of such recordation to impart notice to a purchaser for value or a
judgment or lien creditor.
CONDITIONS AND STIPULATIONS
or desirable to establish the litre to the elate or Interest or the Then of the
insured mortgage, as insured. O the Company is Dreluliced by the Idilure
Of Ore inured la Wish Ule R(WrN cooperation. me Company's
ob:igations to the insure! Under the pot cy stall lermrnate, knc'uding any
liability or obligation to defend. proseve, or cot onus arty litigation, with
rega'd In the maser or ma -.es requiinj such coopeaion.
5. PROOF OF LOSS OR DAMAGE.
In addition to and aten tlk nonce$ required under Secion 3 of these
covitions and Sbpulativ.s have been provided Me Company, a proof of
loss or damage signed and sworn to by the insured elahmarl $hail be
hontsbed to the Comp" within 90 cais aver the inured ctai'rant SNIT
ascertain tk lans g-ving rase to Ck loss or damage. The proof of loss or
damage shall describe Me detect ix or lien or ercuni:irance on die tulle.
or other matter irsured acairst by its policy wt ch cJrWmitS the basis
of loss or damage and stall Seale. to Cie teen! Possible, the bass of
cal;,,rlating the arrant of tre loss or dwage. tithe Corlrarry ks xetudiced
by the failure of the irwed eta:rra"I to y"(1e tk TWO proof of loss
a damage. Vie Comparfs obligations lo the insured ur4V the policy shad
lermirate. Intludmg any lah:kty or ob iorion ID defend, prosecute, or
continue any Iflgalion. rr'l MVI to 7k re..er or rra"ers regh;iing such
Drool of Ions or damage.
In addition, the irsurrd claimant may reasonably be required lo
Submit to examination Under or. by ay &r.wW te"Seft2tive of the
CWff4riy and stall prod -ice for pa.'irnroon, isbeCtiln a'd copying. at
such mamrmWe tints and places as ral be designated by any authorized
reveserarrve of the Cripany. all reco'ds. towks, leasers. checks.
eorrespordence and mer:horada. whets bearing a dale Defoe or after
Dale Ol Policy. vAich reasonably pmn to the loss or da"age. Further.
d requesled by any ariWa ed wxrAnCtten of the Company. the Insured
Ormal,it stall gran its permission, In writing. for any authorised
rtDresentafive of the company In scalene. Inspect and copy all records,
books. ledgers. cheda. ca'espondence and memoranda in the aalody
or CaltOl of a third pal. which reaso any per .i In Cher loss or darn-.
All informalion designated as confidential by the irmad elaimarl provided
to tee Compaq pursaa.'il to this Sec1.Dn Shall 0101 be OUIVAd to dMher$
Hitless. In the reasor&e iudgme7 of the corrpa.-r, it is Ile Mary in the
admini$fration of tk cla;m. Failure of the Insured cla rrart lo submit (rlr
WlniratiDn under dash. produce oft 'aas"'y mulled 'Irlorrra.=
or garat permission to se.^,rre reasona-,ky necessary idara ion from third
panties as required In Ina pa•agrapt, runless pMibded by law or
governmental regulation, stall terminate any liaway, of the Company Laden
this policy as to tat cWn.
6. OPTIONS TO PAY OR OTMERYIISE SETTLE CLAIMS;
TERMINATION OF LtABILT .
In Case of a claim under dh:s policy. IN Company shalll have the
9. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION
OF LIABILITY
(a) Alt peyn*%S under 9'is po!icy, exCal payrieM male tpr
Costs, a'tomeys' lees ad ehverss. SN:I reduce the arVA of re
Insurance pro W.O. Flowem. any payments made prig to the acccuuisalan
of We In the es e of ntrest as pr tided in. Section 2(a) d tress
Conditions a'd S:ipu'aliobs stall not red.ue"tarry the r*rt a the
insurance afl=W under this policy except to the exeen Tat the xymen:s
reduce the arWit of Cie idexedness secured try Cie insured moa;a;e.
(G) Payment in pal by any person DI the principal 01 rue
Inktredness. W any other Wigation secured by the YtS fed mortgage.
a any voluntary partial satistadizin or release of the irs:red mwgage.
to tk orient of to payment. salutaclion or release. sra'l reduce the
moult 01 inxance pro too. The rVurt d in:rarce fray tteeatei
be mmased by accrAng i l rest and advances male to Drotect Me tier
of the Insured morra;,e and seared re". w J+ rte-v !hereon.
prvvided in no event SVI the arnurxu of insurance be rover Van the
amour of Irsarance sate^ in sdhe'J e A
(cl Payr. enj in full by IN peson or the voiLr y sin-vil on of
release 0f tk uSJred mortgage sra:l ltmhrr'.a1e ail lia9:l;'y of the Cor'hpa"y
cheep. as provioed in section 2(a) of these condaiors and SZIDLL Torn
10. LIABILITY NONCUMULATIVE.
9 the insured accr ire$ title to the es!'e or ite'at in sat:s4ct;3n
of tk irde maess secured by Ite is;red margage. or sty pit theeit.
R is Kwessy unoerslood dma die amoum of insurance under rot pot-cy
Shan 0e reduced Cy arty anohnf tk company tray ray under ry PC!.cy
knurifhg a conga;e to VMkCh ucev.>an is taker in schedule B Or L W11Z
the insured has ag^eed, asssrmed. or lakem sub:ect or hr ch a WW. er
arecuted by an insured and which is a dear or lien on ale es5 a or
Interest dewi�ed or re'erred to in SCkdure A and dhe a'naru so pail
Shall be dee'Md a payment under !his policy
11. PAYMENT OF LOSS.
(a) No p lurid S.'a.l be made wthOut producing INS policy for
e (wWrmru of to payni" unless the policy has been lost or des"ye7.
in vxtich case proof of loss a desVuction Litt be lumhyheC 10 tk
seistaction of the Compaq.
(b) Vtn hicitity and tk excent of loss or drna,e tas been
definitely Ibed in x1ordime wirl Mesa Condl onus and s '.rritxi,m the
Ions or damage shalt be AW.le witan 30 days threa'er.
12. SUBROGATION UPON PAYMENT OR SMLEMENT.
(a) The Company's RipM of Subrogation.
Whenever the CornWwy Shall have srrled and pa;d a claim mwxW
m ptrhrr45e Cy wwwat a conCactsil condition requiring one aeuvery of
trrft'ibltre. r
L CONTINUATION OF INSURANCE.
(a) After Awuts[Uan of Me. The covrage of ants poFcy shalt
Coraift* in ICU 83 of Cate of Policy in favor of (i) an inured who a=llnis
-till or ary par, o! are elate or irrwerest in the land try tbrecicsue. Iwtn
sa'e. Cannreyarce n 4tf of 10reCh)Snre Of other legal manner whiC h
d)= yes its iien of pie kmnd mortgage: (iil a bacsteree of the wrote
Or ime-est so aequ red from an inured corporation. provided The trarsteree
Is U 4-M of whDI'v caned subsidiary of tie insured rxrpaa:ion. and
their caryxre Scceessers try operation of law and not by purcrase.
subject le ary riChts or defenses the Company may have against any
predecessor xsveds. and (iii) arty governmenal agency or governmental
aSWr•Ie! tinny sot;c h acquires all or arty part at The estate or Merest
prmrsuant o a contact of insurance or guaranty Insuring or guaanteeing
the in3we+'ess secured by The imsYW mortgage.
(0) Alter trtMteyance Of TRte. The coverage of cis policy shaft
cant rte in force 33 of pre of Policy in lava of an insured only so"
as to inured few -Is an esate or Interest in the rand. or holds in
inlet egress secured by a puu'c%h money mortgage given by a
purchaser from Ie unwed. or orgy so long as the Inurell snail have
letiTV by maw of cover-s of warranty made by lie Inured in ary
transltt or coriverarce of the estate or werest. Ttus policy shall not
wm5rue in Iorce in *.w of any purchaser him are fn5:red of eitmtir (i)
an CSTT Of in'erest in Me lard. Of (ii) an indebtedness secured by a
purchase money mmp a given to to insured
(C) Arount of insurance. The amount of insurance a!le' to
ac(Ms ion of ter Me conveyance shall in ne-ther event exceed I.e least
of.
(i) Cho amount of fnww.Ce states in SChedufe A.
(b) The amafr:t of to principal of get inceb:edrness snared by
to irsurel m01!gage as Of Cale of Policy. Interest trxrecn, expenses of
fOrKiMn. arirotras advanCel Xr&Lwl 10 tie insured mor'g3ge t0 assure
CorrFtiarce w-thaws or to "eCt To lien o1 The rsure'J morgape prior
to To Ore or acchas eon of To m' We or Interest in the land and secured
Merely and reasorat:e amounts n'gended to prevent de!erioration of
k1rivecerrts. but reduced by the arrotrmt of alt payments made: or
(iii) Me a'raunt paid by any goremmenal agency at govem-
irerUf irsramerM!,ty. I The agency or nstntmeriality is the insured
taimrart, in to acquis:hon of The PState or interest in saiSaction of its
frstnrice ccntar~ or Chwarry.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED
CLAIMANT.
The insured sra!l ratify the Company p:Orrptly In writing p) In case
at ant lit'gaSon as set fact in Section 4,a) WINN. (ii) in case l now'edge
Seat come :0 an ir,red hereunder of ary calm of bile or Interest which
is rlmu to The title to The wale or Interest or tie lien of to insured
ma!gage. as ins.ied. and wl.idh migN cause loss or damage dor which
Me Corr.; ary fray be liable by virtue of this policy, or (iii) if title to the
es= or imitst a the f ion of the insured marlgaCe. as insured. is R;ecled
aS rrmarke=le. porting( notice shalt rot be /wen to Me Company, then
as to The ins red all liability of the Coreaary stall terminate with regard
to Me mr..er or ma'ters br which prompt notice is required: provided.
however. ta: fa I Ye 10 notly the Company snarl in no Case prejudice ere
riPts Of ary ou" under (his Palo unless to Company shall be
retuliced by ere It hre and then only to Me event of the prejudice.
4. DEFENSE ANO PROSECUTION OF ACTIONS; OL17Y OF
INSURED CLAIMANT TO COOPERATE.
(a) Upon wrirtn request by the rsbred and subject to the options
COn4ined in Section 6 of these Conditions and Stipulations. the Corrpamr.
at It! ovm test and WOW unreasonable detn. sail provide for trx
delouse of an inured in litigation In which sty third perry asserts a claim
al se to Ate Otte or merest as inured, but only as to throw stated cai
of action a!'eg ng a oeect lien or enarumbrance or of ma"er insured
ipair st by iris D icy. The Company shall nave the dgrt to select wu+sel
at re choice (su:iect to ire right of the insred to object far feasenatle
Cauca) to MP'"" Tie Inured as to rose sated Causes of action and
Shall fret be fiable for and wilf not pay Me fees of any abler causer. The
CW..;,ary Wall lot gay any lees. can at expenses incurred by Me it.sued
In tit deferm at these causes of action wtich allele mares not insured
against by iris policy.
(b) The Corrsany SP31 have The ttgt:L it his own cost 10 instiluYe
ON loser to any action or proceeding or to do any over ad which in
Its winion may to necessary or desirable to estattish The ride to to estate
of r:erest of Me lien of The insured morgage, as insured. or to prevent
or reduce loss or krrge to to inured. The Company may ate any
a;,pr)prre acticn trreer Me tears of Thus policy. wher"er or not N Sra!I
be Bible hereonter. and shil'I not tereby concede liaba.ly or waive any
Prow Sion of this policy t the Compay stall exercise its rights under this
paralraph. It sha i do so drligenity.
Of tyh.'Iff Me Company $tall hale brought in action or
iNemsed a defense as required or perrhiCed by Me provisions Of this
polity, to Com3ary may Pursue any litigation to final deerrninat on by
a Coat of competent ju,sdicbon and egymly reserves Me right, In its
Sole diSU O. . b a7Feal from any adverse Judgment or order.
(a) In all cases where this policy permits or reci6res The Company
10 Pgseale or prcnde for the delerne of any action or proceeding, the
irsu-M staf secure to the Comeary IN rigtt to so prosecute or prov!de
detme in one action or proceed -rig. and ail appeals Mervin, and permil
Me COfrpary to use. at its OCIOr. Me name Of Me inured for INS purpOse-
Vitenever trueste3 by Me Company. the insured. it the Corrparys
expense. s~ a! give the Company all reasonable .aid (7 In any WJon or
praeed:ng. securing evidence. obtaining witjeSSe5 prosecut" or
defending the arlron or prtxPed,ng. or effect ng seliv nerii and Ili) in any
otter ir.'uI V which in Me opinion of Tv Comnpmly may M necessary
ILrrmrruhruw Ur LI"IU i. r.
In cas* Of a claim under Mis policy. Me Company Sul have itht
101'01h:ng ap:iars
To Pay or Tender ftyme x at V.Amamt of Insane or to
k.eii to fndettedress.
() to Day or tender payment of to JIMCUM of insurance under this
policy IK!Ter w1i any cosy. r!on'e'iT lees and expenses hunrnd by
ex insured claimant, which were a: JL".d ty the Company. LID To the
Ime of payment or terrCer of paysmert and 010 the Company is Otrigated
to W. or
(ii) to purchase the We:!edres seared by the Inured
moor"Ce tux to anwum owing tta!ex tb;e: er w:m any costs. adomeys'
fees and expenses incurred by the a ved cla-.arl which were atlelorlitd
by the Company tip to to time 01 Wale sad which the Company IS
otligred to pay.
I the Corr.Dany o4m to pvctase to Indebtedness as herein
prodded. the owner of To ihdered^ess S'lall transfer. assign, and cor"
the indeVeCress AM To insured mo:%lgl, tagetler with any collateral
secu,ly. to The Ccmpary upon par—eM iewor
Upon the Verse by the Ca^;.arlr o' rrrer of the options Prarieed
for in pa agraphs alit a (h). all trod y an: cbuga:ion to Me insured under
th 3 paticy. Other VW o maMt the pai•menn required a those pmagraphs,
stall terminre. including ary Kati!.) or obl.4,at.on to delend, prosecute.
Or COntinue tiny Ire;,dtOn. and ere pcl cy sra!I be surrendered to etc
CorKany for carrcellaron.
(b) Ter Pay or Our se Se-1 ri'.sn Nlies Other than ere trussed
Of with tie Inured C:a;.rant
(i) to payor otmerwise sen W l� otr er parties for Orin to rme
of an asu" ctarraM any claim irsu.27 a;alrs: under this policy, together
wm any cosm romeps' fees rd ocevs incurred by the rnurm
claimant which were a:1"iied by ie ; cmba.-y up to one time of payrnerf
and which the Ccmpary is abl:ga'ed to prr or
(ii) to pay or bttervrse sen!e w1i t a insred claimant the loss
a dame provided for under Ms i V;cy. togeter with any posts.
aVorreys' fees a'rd exxnses marred try To --red claimant which were
IlLtWiZtd by the CaII)MY up to to bme of payment and wroth IN
Company is OblrgAd 10 pay -
Upon Me exercise by the Cohrprly cf a:hv of the options provided
kr in Para:rar.Nis b(i) or (ii). Me Com;arys O'Vil;Who s la the rnued
under this policy for the claimed toss or la-ha:e. ad.er Iran the payments
fequ:ired to be rtale. shall termirae. Wltdirg any lability or obligation
tc defend. Prosecute of combine ary hl:Vicrm. '
7. OETERMtNAT(ON AND EXTENT OF LUS(t. M
This policy is a txxtaet of ir4ernn:ty a;ainnt at:hal monetary loss
or dalwe sisained at incurred by To i-siren claimant who has suffered
loss of damage by maw o1 W-. rs insured agairhsl by this policy and
0-4 ffi rf iederti Aefern d2591beC
(a) The liability of to Carpary under ris paticy small rat exceed
to least of:
(i) the ant of r,sar.ce saved in Schedule A, or. I
applicable, the amour1 of instance is &!uW in Stctifrn 2(c) of these
Con6lions and S:iputalions.
(ii) to mnonrl of unpaid pause pal r,debtedrms secured by t e
Irsured mortgage as limi!ed or ". 'aid Umer Section B of ease
Cor0licns and Slipu:ahors or as re ,teS unJer Section 9 01 tese
Conditions and S!ipula:rons, at Me brae t'e loss atlamage insured against
by ors policy occurs. toge tier W T n:?'est renew: or
(iii) tte diffew-:e betmpen I:e va!x of the Insured esae or
Interest as incurred and one value of the inkM estate or rarest subject
orb The defect fter or ercumbranne rs:red aganst by this pohicy.
(b) In Me event Me insured has afar, red the estate or interest In
the manner described in Section 2(a) of V%m Cava boas and Stipulations
or has Conveyed tie tide. ?Fen the Iabil,y of To Company shalt continue
as set form in Section 7(a) o! tree Cond.tons and St.putations.
(c) The Company will pay orly ITase costs. r.ww s' lees and
exPen ses iirlc rrecl in accordance with Section a of tress Condit On and
8. LtMtTATION OF I.IABft rf
(a) If to Corr.M eS=:hskes tie title. or fernoves Ill alleged
defect, lien or aarnbrance, or cures To lark of a rigrt Of access b or
from the laid, or cures tie claim of run'anko'MIry of title. or otherwise
esabl sties The Gen of Are insured rrOrtq ige, all as ffsmrea in a reasonably
diligent manner by any meCW. incluh s Id :ion and tie completion of
any appeals therefrom. N shVi hate lu'y pre .wd its obligations wi! h
respect to dal marer and Stall not be NA'a tor ary ions or damage caused
thereby
(b) In ire event of ary lit Vion. rnctud rig filiga:ion by the Company
or with to Company3 consent. Me Camaa'y sta•l tare no liabiGri fa loss
of damage -mil More has bees A L-a' daermireon by a court Of
empe!ent juisd:clion. and d.SDOSiLOn of a:t a; Pews terefrorrt adverse
to Me ttte of In one lien of Me rsmrr mortgage, as imsmred.
(C) The Company Sta!I rat to ly3!e la ions or damage to any
Insured for liability volmrts:ly ansare.:y Me insured in serLIng any Blain
of s iLmmrth0ut To pna w .ttn corseri of Ill Compry.
(d) The Compact' stall nct to fi toe let
(i) tiny irdeblecness crw-ed st bsequent o Data of Policy except
fa "Ces mate b pr:tecl To lien DI Iii insured mortgage and secured
thereby and masortatile amounts oortri to prevent deterioration of
improvemerts, or
01) corstiuc5on loan W%arces mate subsequenI to Da:e of
Policy. meat construction loan adrarCes trace subsequent to Dale of
Policy for Ill purpose of Grancnq in whcle or in part To construction of
an Ir.Arovtmenl to the 4nd which at Cale all Policy were seared by Me
W.w w mortgage and whrchh the irsund cis and continued to be abrigated
to afirance at and after Dux of I rl,cy
ul +te 1:ompanp Right of Subrogation.
This r � Compay shall have se led afd paid a ey m under.
policy. ratSub- Plan Shall ve51 in are Cornwy unaeected
aIr m sa 0194 ftm cwmart
1■a The ComlDary small be su(xoCated to and be entined to v rigm
and rues which the Inured CW11'ant World have had m sinst ry
Person Or PrOP4 in MSDW o du dash had ens policy not been issbed
I legxs:ed by IN Ct mMY. Me insured Cairarx spel remsfer 10 Me
Company all lit" &V remedies a Ast ary Perm Or pro erry
necessary In order to perfect Ibis right of suprdgnon. The rs,re"W,
claimant stall permit to Company to sue. mirigoruse or sr..:e in Me
nacre Q! yhe inhstred C1a:nwnt and to •!se the name d 7t insured Girarx
lo iy I3rsaCeorl or Ci!i0rm invplrnq IKse fi4"x or nerhel-es
I a payment on aCCourlt 01 a am does not lhfly, a" Tie less
Of time insured dairlart the COmpaly SIVI be subroge'ed io all nyrrs are
mrnesies of the Inured claimant a er the rued cam --%:rail ravip
recoverel Is principal. Int im and ws3 of Collection—
(t) Thu bhavreet Alghta and LtmnatIOL
NolwiMsand�rq Me loregcirg. To Owrver of Me inee;reC-em
secured by tine insured mor gate, prtyided the prorly of Cie aen of reinsured monpage or its erntorcea ility is rot e.ected. fray re -ease or
svts!'"t the Personal 1014 of ary dolor or gbaartx of W_" or
Othl Se modrty Me le= of payfhollt Of re'ease a POMOr of to eSa:•.
of interest tram are lien of To inured mortga,e. Or release ary p >a!era
security to the Ibebtelness.
%W me perrmt:ed aCls of Me insurm raimm'i OC= ard To
Inured has ta+cw+e" a of ary c►a:m of re or vexes! advrse to : e V:e
to the esx:e or imerest a to pror iy or erlorcea7rri!y at tt lierh cf tie
Irnhaed marga;e. as insured. to C.-r ary sta!i be required to lay or y
Mat pail at any lasses insured ka:r5 by this POLCy wejdh V.V ex.w
the arount. a ary. cost to ire CwWry by reason of !ne il.D melt by
is Insured claimarl of one Compays rig►.: at x:brigr.on_
(c) The Company's Flights Aigainst Non -Insured Obligors.
The Companys right of sLbrogatron agsfs: rani njodl obi con
stall er[sl and shall include. without Irmimon, Me ngra of to insurer-
to Indemnities. g'.wvtes. oxer policies of irsbfance or owes.
lahwi'Jsandifg try terms or cm4:5yn morC -1,10 in those isrsnems
which provide for subrogation rights by reason at this pc!-cy
The Companys right of w5rocation staI riot be arcieed by
acquivton at Tx rsrred mortgage by an oo'gor (except r oncy
described in Section 1(a)G7 of these Conditiom and S~;ul:a! rs) rv*e
Mires to hatred monna,e as a resat of in inee.wq. q nmee. eo,
Policy of insurance. or bond rd The ooliga Will nor be if. insured unee-
MiS policy. nohridsta'dh:g Section t(a)(i) of tree COnd-tors are
Stipurat ors.
13. AROMIATiON.
Unless prohibitel by aPw:ic&e taw. acur to Campary of Me
inured may deffWarb:tration Pursuant to Me Z a Insurance kr :rror
Riles of the American ftt:ation AssOcia:on Aticat:e rrr..-s rn2'i
include. but are not li nited to. ary controversy or darn t eAten ire
Corrpary and the tos rid aftirq put of or relz trg o I' s policy. ary
.Wwct Of I'.e Compar'y in connecton wth its Isswce Of I'e urea!, a!
A pc:icy provision or other obliorion. All arb,Tat:ie man..eri men to
A.ToA of 1rsmrance is t1.000.000 or less star! 5e 3* a!el a! to cct cn
of a tier Me Company or ire innved. All at.. -awe mares wrei re
knout at tnsnnme is in excess of S1.000.000 stag be arbitz C or y
wren agreed to by body Me Company alb tie insured. A*Tr.oa pursfar:
to INS policy and under she Rules in e.ect an ire Ore Me derrC t!
arbitration is frade or. n to option of Me insured. re Roles in e".2cl r
Dare Of Policy Shan be binding ripen to permits. The lord may in ude
irmvys fees "a the Iaws of Ire State in W`-ch ire land is wx.n
Permit a taut to avra."7 artime)l lees to a pr.r3:uig W.Y. Jud;,mr.;
Upon the Pam Followed by the Artitra'or(S) may be er'tered in wry cOmr.
having jurisdiction teereol.
The laws of to Sias of The land $!%all apC, y t0 an arCira 0n unde•
ffe Time fnsuraf!ce k9itron Rides.
A Copy at Me Ries tray to obaned from to Cdrr.,ary Wor
request
SA. LIAeury Limino m THIS POUCy.
POUCT ENTIRE CONTRACT.
(a) This policy br-t ier w;h a:h endorsements. 9 any. a:a:tee
hereto by to Como" is tie en`:re policy air car ract txnaterr Me
inured and the Company. in nterf,'et:g any provison of M.rs pel,cy. this
policy star be rrors.'ru df as a wt.3:e
(b) Any Claim of loss a daru,e. Whtrer or rat Used or
negligence, and wrich arises Out of to sa'.s or Ire lien of ire cs:rrec
rnortga;e or of at GCe to Me esate or merest wv-rs nerety or ty art
action asserting go Clain sta'f be mrsmed o on potrcy.
(c) No ame"-ent of or en%rwmdx to Cris policy can be Wale
except by a rIng endorsed herecn of a:a:.'he7 heret3 sr, m by e'te•
to P:-00K a Vice Prndr .L the Sec-retary. err. AssrS`a'h1 Secretary. or
Pert der irg o'trcer a a:thanted Sigler: xy Of tie Compx7
15. SEVERABILITY
in Ile every a" y p 70v ort of tis polity fs he!1 i+a id c'
unenlauable under apbli=le law. Iv pokey sra'I be deemed rct to
include flit prevision and nit otter pronsiors stair rera-n in fLrl fCr:e
and effPCL
16. NOTICES, WHERE SENT:
All Wices m z iced b be 9-KM roe Carrlpmryr and ay SW -Ire'.'
In wv V required to be kmisted To COr V" state include ere mrm_er
at this policy and sha'I be addressed to the Company a 114 East F.!:'
Street Sria Ana, Ca:ifomia 92701. or o the CTice wt ch issued t'is
policy.
r
ALTA LOAN POLICY
(REGIONAL EXCEPTIONS)
SCHEDULE A
TOTAL FEE FOR TITLE, EXAMINATION
AND TITLE INSURANCE S649.00
AMOUNT OF INSURANCE: $210,726.00
DATE OF POLICY: MAY 24, 1999 AT 9:42 A. hf.
1. NAME OF INSURED:
OR-9929860
THE OFFICER - ]A.IfES
LOAN NO. (NONE SHOWN)
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH.
2. THE ESTATE OR INTEREST W THE LAND WIIICH IS ENCUMBERED BY THE INSURED MORTGAGE IS:
A FEE.
3. TITLE TO THE ESTATE OR INTEREST 1N THE LARD IS VESTED DI:
MMN DEVELOPMENT COMPANY, LLC, A HAWAII LIMITED LIABILITY COMPANY.
4. THE INSURED MORTGAGE AND ASSIGNMENTS THEREOF, IF ANY. ARE DESCRIBED AS FOLLOWS:
A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF $210,726.00, RECORDED MAY 24,
1999 AS INSTRUMENT NO. 19990379836 OF OFFICIAL RECORDS.
DATED: APRIL 1, 1999.
TRUSTOR: MNIN DEVELOPMENT CO., LLC.
TRUSTEE: LAWYERS TITLE, A CALIFORNIA CORPORATION.
BENEFICIARY: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH.
!. THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS:
(SEE EXHIBIT "A" ATTACHED HERETO.)
FAG E2
ALTA LOAN POLICY OR-9929860
(REGIONAL EXCEPTIONS)
ZTTLS OFFICER - JAMES
SCHEDULE B
EXCEPTIONS FROM COVERAGE
THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMPANY WILL NOT PAY COSTS. ATTORNEYS' FEES OR EXPENSES) WHICH
ARISE BY REASON OF:
PART I
SECTION ONE:
1. TAXES OR ASSESSMENTS WHICH ARE NOT SHOWN AS EXISTING LIENS BY THE RECORDS OF ANY TAXING AUTHORITY THAT LEVIES TAXES
OR ASSESSMENTS ON REAL PROPERTY OR BY THE PUBLIC RECORDS.
2. ANY FACTS. RIGHTS. INTERESTS. OR CLAIMS %NMICII ARE NOT SHO%%`N BY THE PUBLIC RECORDS BUT WHICH COULD BE ASCERTAINED BY
AN INSPECTION OF SAID LAND OR BY MAKING INQUIRY OF PERSONS IN POSSESSION THEREOF.
3. EASEMENTS. CLAIMS OF EASEMENT OR ENCUMBRANCES WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS.
I. DISCREPANCIES. CONFLICTS IN BOUNDARY LINES. SHORTAGE IN AREA. ENCROACHMENTS, OR ANY OTHER FACTS WHICH A CORRECT
SURVEY WOULD DISCLOSE. AND WHICH ARE NOT SHOWN BY PUBLIC RECORDS.
S. UNPATENTED MINING CLAIMS; RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS ALTHORI2ING THE ISSUANCE THEREOF; WATER
RIGHTS. CLAIMS OR TITLE TO WATER.
6. ANY LIEN. OR RIGHT TO A LIEN. FOR SERVICES. LABOR OR MATERIAL THERETOFORE OR HEREAFTER FURNISHED. IMPOSED BY LAW AND
NOT SHOWN BY THE PUBLIC RECORDS.
SECTION TVVO:
1. GENERAL AND SPECIAL TAXES FOR THE FISCAL YEAR 1999-2000, A LIEN NOT YET DUE OR PAYABLE.
2. THE LIEN OF SUPPLEMENTAL TAXES ASSESSED PURSUANT TO CHAPTER 3.5 COMMENCING WITH
SECTION 75 OF THE CALIFORNIA REVENUE AND TAXATION CODE.
3. ANY LIEN OR RIGHT TO A LIEN FOR ASSESSMENTS ARISING OUT OF ANY MUNICIPAL FINANCINGS
PURSUANT TO THE MELLO-RODS FACILITIES ACT OF 1982 (CALIFORNIA GOVERNMENT CODE SECTION
53311 AND FOLLOWING).
4. THE FACT THAT THE OWNERSHIP OF THE LAND DOES NOT INCLUDE ANY ABUTTER'S RIGHTS OF
ACCESS TO OR FROM THE ADJOINING STATE FREEWAY, AS RELINQUISHED BY INSTRUMENTS RECORDED
OCTOBER 25, 1957 IN BOOK 4082, PAGE 107; APRIL 9, 1964 IN BOOK 6998, PAGE 401; OCTOBER 1, 1964 IN
BOOK 7241, PAGE 477; AND JUNE 17. 1974 IN BOOK 11172. PAGE 1816, ALL OF OFFICIAL RECORDS.
5. ANY RESTRICTIONS COVERING THE FUTURE USE OF SAID LAND, AS DISCLOSED BY A "STATEMENT
FOR A REDEVELOPMENT PROJECT% RECORDED AS INSTRUMENT NO. 82-235811 OF OFFICIAL RECORDS,
COVERING THE HEREIN DESCRIBED AND OTHER LAND.
PAGE 3
kJ
ALTA LOAN POLICY
(REGIONAL EXCEPTIONS)
OR-9929860
TITLE OFFICER - JA MES
6. A DEVELOPMENT AGREEMENT DATED JANUARY 4, 1938, EXECUTED BY AND BETWEEN THE CITY OF
SANTA ANA AND BGS PARTNERS, RECORDED JUNE 2, 1988 AS INSTRUMENT NO. 88-260709 OF OFFICIAL
RECORDS, UPON THE TERMS, PROVISIONS, COVENANTS AND CONDITIONS CONTAINED THEREIN.
7. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED OCTOBER 30, 1989 AS INSTRUMENT NO.
89-551676 OF OFFICIAL RECORDS.
IN FAVOR OF: SOUTHERN CALIFORNIA EDISON COMPANY.
FOR: PUBLIC UTILITIES AND INCIDENTAL PURPOSES.
OVER: A PORTION OF THE LAND.
8. EASEMENTS FOR PUBLIC UTILITY AND SIDEWALK PURPOSES AS SHOWN AND DEDICATED TO THE
CITY OF SANTA ANA ON THE MAP OF SAID TRACT, OVER A PORTION OF THE LAND.
9. ALL VEHICULAR ACCESS RIGHTS TO THE PUBLIC STREETS DEDICATED ON THE MAP OF TRACT NO.
13802 EXCEPT AT APPROVED ACCESS LOCATIONS, WERE RELEASED AND RELINQUISHED TO THE CITY
OF SANTA ANA ON THE MAP OF SAID TRACT NO. 13802.
10. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED MAY 22, 1990 AS INSTRUMENT NO.
90-272005 OF OFFICIAL RECORDS.
1N FAVOR OF: PACIFIC BELL.
FOR: PUBLIC UTILITIES AND INCIDENTAL PURPOSES.
OVER: A PORTION OF THE LAND.
11. LIMITATIONS, COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS, EXCEPTIONS,
TERMS, ASSESSMENTS, LIENS AND CHARGES IN AN INSTRUMENT RECORDED JULY 31, 1991 AS
INSTRUti1EN7 NO.91-405476 OF OFFICIAL RECORDS, WH ICH PROVIDE THAT A VIOLATION THEREOF SHALL
NOT DEFEAT OR RENDER INVALID THE LIEN OF ANY FIRST MORTGAGE OR DEED OF TRUST MADE IN
GOOD FAITH AND FOR VALUE, BUT DELETING ANY COVENANT, CONDITION OR RESTRICTION
INDICATING A PREFERENCE, LIMITATION OR DISCRIMINATION BASED ON RACE, COLOR, RELIGION, SEX,
HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN TO THE EXTENT SUCH COVENANTS, CONDITIONS
OR RESTRICTIONS VIOLATE TITLE 42,, SECTION 3604(c), OF THE UNITED STATES CODES.
NOTE: DOCUMENTS DECLARING MODIFICATIONS THEREOF RECORDED NOVEMBER 25, 1992 AS
INSTRUMENT NO. 92-812402; APRIL 9, 1998 AS INSTRUMENT NO. 19980210010; AND APRIL 15. 1998 AS
INSTRUMENT NO. 19980222443, ALL OF OFFICIAL RECORDS.
12. THE TERMS, PROVISIONS AND CONDITIONS CONTAINED IN A DOCUMENT ENTITLED "PARKING
LICENSE AGREEMENT", EXECUTED BY AND BETWEEN BGS PARTNERS, A CALIFORNIA LIMITED
PARTNERSHIP AND MACARTHUR PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP. RECORDED
NOVEMBER 25, 1992 AS INSTRUMENT NO. 92-812888 OF OFFICIAL RECORDS.
NOTE: AN INSTRUMENT ENTITLED 'FIRST AMENDMENTTO PARKING LICENSE AGREEMEN'T" DECLARING
A MODIFICATION OF THE ABOVE MENTIONED DOCUMENT, RECORDED ON JULY 1, 1993 AS INSTRUMENT
NO.93-04424I6 OF OFFICIAL RECORDS.
PAGE
ALTA LOAN POLICY
[REGIONAL EXCEPTIONS)
OR-9929860
TITLE OFFICER - IAMES
13. THE FOLLOWING MATTERS DISCLOSED BY AN A.L.T.A. SURVEY BY HUITT-ZOLLARS, INC., SIGNED
BY JAMES F. GILLEN, LS 5557, DATED JUNE 3, 1997, JOB NO. 10042301:
SURVEY ITEMS AFFECTItiG LOT 1 OF LOT LINE ADJUSTMENT NO. 98-001:
R. AN UNRECORDED EASEMENT OR LESSER RIGHT FOR STREET LIGHTS ALONG MACARTHUR
BOULEVARD.
S. AN UNRECORDED EASEMENT OR LESSER RIGHT FOR AN ELECTRICAL BOX.
T. AN UNRECORDED EASEMENT OR LESSER RIGHT FOR ELECTRICAL PULL BOXES.
U. THE FACT THAT A PORTION OF THE LAND IS BEING USED AS A TRAVELED ROADWAY WITH A
FIBER OPTICS LINE.
V. AN UNRECORDED EASEMENT OR LESSER RIGHT FOR AN ADVERTISING BILLBOARD.
W. THE FACT THERE ARE SIGNS OF UNIGNOWN TYPE LYING ALONG THE NORTHERLY LINE OF
MACARTHUR BOULEVARD.
X. AN UNRECORDED EASEMENT OR LESSER RIGHT FOR AN ELECTRICAL VAULT.
Y. AN UNRECORDED EASEMENT OF LESSER RIGHT FOR A "LP" VAULT NEAR THE SOUTHWESTERLY
CORNER OF LOT 7.
Z. AN UNRECORDED EASEMENT OR LESSER RIGHT FOR A CABLE TV VAULT NEAR THE
SOUTHWESTERLY CORNER OF LOT 7.
AA. THE FACT THAT THE SIDEWALK EXTENDS BEYOND THE EASEMENT DEDICATED ON THE TRACT
MAP AT THE SOUTHWEST CORNER OF LOT 7.
BB. AN UNRECORDED EASEMENT OR LESSER RIGHT FOR A TELEPHONE CONTROL BOX.
14. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED APRIL 9, 1998 AS INSTRUMENT
NO. 19980210002 OF OFFICIAL RECORDS,
IN FAVOR OF: THE CITY OF SANTA ANA
FOR: STREET AND HIGHWAY AND UTILITY PURPOSES AND INCIDENTAL PURPOSES.
OVER: A PORTION OF LOT 1 OF LL 98-001.
15. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED APRIL 9, 1998 AS INSTRUMENT
NO. 19980210003 OF OFFICIAL RECORDS,
IN FAVOR OF: THE CITY OF SANTA ANA.
FOR: STREET AND HIGHWAY AND UTILITY PURPOSES AND INCIDENTAL PURPOSES.
OVER: A PORTION OF LOT 1 OF LL 98-001.
PAGE 5
�.1
ALTA LOAN POLICY
(REGIONAL EXCEMOtiS)
OR-9929s60
TITLE OFFICER - JAMES
16. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED APRIL 9, 1998 AS INSTRUMENT
NO. 19980210004 OF OFFICIAL RECORDS,
IN FAVOR OF: THE CITY OF SANTA ANA.
FOR: STREET AND HIGHWAY AND UTILITY PURPOSES AND INCIDENTAL PURPOSES.
OVER: A PORTION OF LOT 1 OF LL 98-DO1.
17. THE TERMS, PROVISIONS AND CONDITIONS CONTAINED IN A DOCUMENT ENTITLED "AMENDED AND
RESTATED DECLARATION AND GRANTOF EASEMENTS% EXECUTED BY THE FIRSTAMERICAN FINANCIAL
CORPORATION, A CALIFORNIA CORPORATION, RECORDED APRIL 15, 1998 AS INSTRUMENT
NO. 19980222444 OF OFFICIAL RECORDS.
18. EASEMENTS, COVENANTS AND CONDITIONS CONTAINED IN THE DEED FROM THE FIRST AMERICAN
FINANCIAL CORPORATION, A CALIFORNIA CORPORATION, AS GRANTOR, TO MMN DEVELOPMENT
COMPANY, LLC, A HAWAII LIMITED LIABILITY COMPANY, AS GRANTEE, RECORDED APRIL 15, 1998 AS
INSTRUMENT NO. 19980222445 OF OFFICIAL RECORDS. REFERENCE BEING MADE TO SAID DOCUMENT
FOR FULL PARTICULARS.
19. A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF S2.425,000.00, RECORDED AUGUST 14, 1998 AS
INSTRUMENT NO. 19980532392 OF OFFICIAL RECORDS. (OR 9824626 RCR)
DATED: AUGUST 11, 1998.
TRUSTOR: MMN DEVELOPMENT COMPANY, LLC, A HAWAII LIMITED LIABILITY
COMPANY.
TRUSTEE: IMPERIAL BANCORP, A CALIFORNIA CORPORATION.
BENEFICIARY: IMPERIAL BANK, A CALIFORNIA CORPORATION.
20. RIGHTS OF PARTIES IN POSSESSION OF THE LAND BY REASON OF UNRECORDED LEASES, IF ANY.
PAGE 6
ALTA LOAN POLICY
(REGIONAL EXCFF.TIONS)
SCHEDULE B
PART II
OR-9929860
TITLE OFFICER - JAMS
IN ADDITION TO THE MATTERS SET FORTH IN PART I OF THIS SCHEDULE, THE TITLE TO THE ESTATE OR INTEREST IN THE LAND DESCRIBED OR
REFERRED TO IN SCHEDULE A 1S SUBIECT TO THE FOLLOWING MATTERS, IF ANY BE SHOWN, BUT THE COMPANY INSURES THAT SUCH MATTERS
ARE SUBORDINATETO THE LIEN OR CHARGE OF THE INSURED MORTGAGE UPON SAID ESTATE OR INTEREST:
NONE
PAGE 7
.v
ALTA LOAN POLICY OR-9929860
(REGIONAL EXCEPTIONS)
TITLE OFFICER - JA.tifES '
EXHIBIT "All
ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE. CITY OF
SANTA ANA, DESCRIBED AS FOLLOWS:
PARCEL A:
LOT 1, AS SHOWN ON EXHIBIT "B' ATTACHED TO LOT LINE ADJUST1,64ENT LL 98-001 RECORDED APRIL
9, 1998 AS INSTRUMENT NO. 19980210009 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.
PARCEL B:
A NON-EXCLUSIVE RECIPROCAL EASEMENT FOR VEHICULAR INGRESS, EGRESS AND ACCESS, AS SET
FORTH IN THAT CERTAIN AMENDED AND RESTATED DECLARATION AND GRANT OF EASEMENTS
RECORDED APRIL 15, 1998 AS INSTRUMENT NO.19980222446 OF OFFICIAL RECORDS OF ORANGE COUNTY,
CALIFORNIA.
EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL A HEREINABOVE DESCRIBED.
PAGE I
ALTA LOAN POLICY
(REGIONAL EXCEP31ONS)
ML
oR-9929860
TIME OFFICER - IANIES
WARNING
"'ME h AP ATTACHED HERETO ALLY OR MAY NOT BE A SURVEY OF THE LAND DEPICTED
THEREON. YOU SHOULD NOT RELY UPON IT FOR ANY PURPOSE OTHER TIMN
ORIENTATION TO THE GE.%'ERAL LOCATION OF THE PARCEL OR PARCELS DEPICTED.
FIRST AbIERICAN EXPRESSLY DISCLAIMS A%Y LIABILITY FOR ALLEGED LOSS OR DAMAGE
1171ICH MAY RESULT FROM RELIANCE UPON THIS MAP."
PAGE
CITY OF SANTA. AM4,,_j99SOZ10009
EXHVIT B
LOT LINE ADJUSTMENT NO. 98-001
(MAP)
FY EAS EXISTING PARCELS PROPOSED LOTS
AP NUMBERS I REFERENCE NUMBER
MACARTHUR PLACE LLC I 411-073-02 I LOT -1
MACARTHUR PLACE LLC I 411-073-02 & 411-152-12 1 : LOT 2
L.EGEW:
LOT LINE TO REMAIN
------------- LOT LINE TO BE REMOVED
NEW LOT LINE
NOTE: SEE SHEET 5 roR EASEMENT NOTES
C/1 MAPLE ST. n
Njw8 ?7 f
_ CA COLUMBINE AVE. 100.0,J:
R8874:J9 w � a•�s�•
A = 9017d'0�0'
27.00 R = '
E.
--
c - 4Z41•
� cu
; aW
MA CT
�
�
A 8
�1C
I
. 13802
SCALE.• 1 "-200'
(STREET D
`�..
h
t
o » 117808•
R = 9J 00'
;
�
C/L MAJESTIC EAST
L -w
N887178'W 61384'
K
t¢
6.50
4J�
W
6�� -
4
N8L'3118•W J.00' N8331�8 ;v
IV Y 8L VD. rs.z4'
—
KWW'18-W 430.26'
4 MUZ_
4
G-9o94oA9 826'-
i 4195 \U
Asa LOT 1
t • r5 ,34' CV
A
man ant
am
C �
� H AB.Ih17GW.D taOLf'T-9 i
4]
b DR1148G RANwr
.. AIW *J128 W I i
N12Z"2 £ L`--•---
I'OC79.67' LOT 2
Lu
N178 ,? E'
87.0:1'
a = s0ra7a0•
R .. 2800' LOT 7
I, r 43.98'
As
r iwr or ACRaMUT 1.3
or. wsr. No. 92-er18s8.ak
C
N �-
9..s� D ��
a � �
N11�'73 f Rib ,rg•E
C
52.17'
��
S. r3' N897935 w N76�7'
1
N88Jl'28•W h
35 .
10.11' M.75'
C/L MACARTHUR ' � .
6L VD
SHEET 3 OF 5
74 25•�
10-0423-04
First American Title Insurance Company
THIS. LIAP IS FOR 1NFORN.ATIOtl C-MY AND IS NOT A PART OF THIS TITLE MOENCE
Ilk I Ott.
d1h
A4 OA
M -E
k
21 MOM-!
First American Title Insurance Company
L k-1t INSURANCE
i"', - -4-ilg —•:10 1 —bin"-U-4 N-W-1 *" 4- Y-i4-4, b 4 i,.' U-4—r—k-u— —4 '%W�' '14' �— 4-1:1wd —141 7-14- % G, It 1, 1# V,"Vf
TiCe JVotes
-Office of the City CCerf
Huntington Beach, CaC fornia
Ia
r or do < <
on -Ehe_ aed-v 4.C.
r
•Z.
C�
Cop J ro
A,�er j)e/h4oz-A ��� 7 7
SETTLEMENT AGREEMENT BETWEEN F-oP- e5 j)4--) , Q„
FRANK MOLA, JUDGMENT DEBTOR, AND k4- ff S Y"67" 0
REDEVELOPMENT AGENCY OF THE ,b A-rao 4J.-41 ci9
CITY OF HUNTINGTON BEACH, JUDGMENT CREDITOR
/6 / n A-/-
+U&,277 F/ &,,0
WHEREAS the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
("Agency") holds an Orange County Superior Court Judgment in the sum of $268,226.00 against FRANK
MOLA ("Debtor"), and Debtor wishes to pay such judgment over time,
NOW THEREFORE the Parties agree as follows:
1. Debtor shall pay the full amount due plus interest on the terms reflected in the attached
document entitled "Mola Proposed Payoff Deal Points as of February 16, 1999," Exhibit
"A" ("the Deal Points");
2. Debtor agrees to pay a $2,500.00 fee for the purposes of reviewing the appraisal of the Santa
Ana real property which will serve as security for the Note mentioned in the Deal Points.
3. Debtor further agrees to secure, and pay all costs associated with, title insurance in favor of
Agency in the sum of the Note.
4. All costs and fees for the escrow with Lawyers Title Company, in Irvine, California, shall be
paid by Debtor.
5. Debtor agrees to execute any and all documents reasonably necessary to accomplish the
purposes herein, including, but not limited to, the Note, Deed of Trust, Confession of
Judgment and any acknowledgment of lien necessary to secure Agency's interest in
litigation proceeds of Mold Dev. Corp. v. United States, bearing Case No. 95-790 C in the
United States Court of Federal Claims.
Debtor further warrants that he has full authority to enter into this Agreement and to execute any
and all documents mentioned herein.
DAT : it 1, 1999
Frank ola
REVIEWED AND APPROVED:
Executive Director
APP OVED:
a" e. W
Director of Economic Development
APPROVED:
-- ha
D ector of Administrative Services
REDEVELOPMENT AGENCY FOR THE
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
&a-11Tbriiia n
Agency Chairman
ATTEST:
ronni P Rrc�ck„uay
Agen Cl rk A .
BY •'�f t)lC=1erk
INITIAT AND APPROVED:
Agency Counsel
-9�;9-c-�
adl/99agree/SctlMola
NIQLA PROPOSED PAYOFF DEAL POINTS
AS OF FEBRUARY 16. 1999
AMOUNT: S268,226 Plus Interest
INTEREST: 11 % From and after April 1, 1999
PAYMENTS: S
60,000
April 1, 1999
S
15,000
June I, 1999
S
15,000
September 1, 1999
S
15,000
December 1, 1999
$
15,000
March 1, 2000
S 15,000 Each quarter thereafter
Balloon Payment April 1, 2003(?)
TOTALS: $120,000 First -Year Payments
BALANCES: S 148,226 Balance after March 1, 2000 (plus interest)
S 88,226 March 1, 2001 (plus interest)
S 28,226 March 1, 2002 (plus interest)
SECURITY: 1. Second Trust Deed in 3 acres commercial Santa Ana property
* Debtor to pro dde titls report
* Current Value: S4 million
* Encumbrances: S2.7 million First Trust Deed, Imperial Bank
We would subordinate to construction loan of S39 million
NTeeds First Trust Deed: Okay
* Appraisal of August 10,1998: Nleeds Agency approval
2.' Contingent proceeds from Afola v. United States
* All balance due payable upon receipt
* Debtor to allow Lien of Record in U.S. action
3. Reinstate Judgment by Confession of Judgment CCP § 1132 to
original S268,226 plus fill 11 % interest less payments
FULL SATISFACTION: Full satisfaction by Agency April 1, 1999.
&099miscAfolaPyo[
EXHIBITA
PROMISSORY NOTE
SECURED BY DEED OF TRUST
$210,726.00 Irvine, California
April 1, 1999
In the installments described below, for value received, the undersigned (the
`Borrower") promises to pay to the Redevelopment Agency of the City of Huntington
Beach (the "Holder"), or order, at 2000 Main Street, Huntington Beach, California, or any
other place designated in a writing submitted by Holder to Borrower, the sum of Two
Hundred Ten Thousand Seven Hundred Twenty -Six Dollars ($210,726.00), with interest
from April 1, 1999, on unpaid principal at the rate of eleven percent (11%) per annum.
Principal and interest shall be payable in quarterly installments of Fifteen Thousand
Dollars ($15,000.00) or more on the first day of each month, beginning on the first day
of June 1999, and continuing each consecutive quarter thereafter until all principal and
accrued but unpaid interest have been paid in full, with any unpaid principal and all
accrued but unpaid interest due and payable on the first day of April 2003, unless
permanent financing replaces the First Trust Deed referenced in the Deed of Trust, in
which case all sums herein shall be due and payable upon the happening of such
permanent financing event.
Each payment shall be credited, first, on interest then due, and the remainder on
principal. immediately thereafter, interest shall cease on the principal so credited.
Principal and interest are payable in lawful money of the United States.
Should default be made in payment of any installment when due, or in the
performance of any of the agreements contained in the Deed of Trust securing this
Note, the whole sum of principal and interest shall become immediately due and
payable at Holder's option. Failure by Holder to exercise this option shall not constitute
a waiver of the right to exercise it in the event of any subsequent default.
Whether or not suit is fled, Borrower agrees to pay all reasonable attorneys'
fees, costs of collection, costs, and expenses incurred by Holder in connection with the
enforcement or collection of this Note. Borrower further agrees to pay all costs of suit
and the sum adjudged as attorneys' fees in any action to enforce payment of this Note
or any part of it.
This Note is secured by a Second Deed of Trust, dated April 1, 1999, to Lawyer's
Title as Trustee, executed by Borrower in favor of Holder, as well as a Confession of
Judgment by Frank Mola in Orange County Superior Court Case No. 772515. entitled
Redevelopment Agency v. Frank Mola, and a lien on any proceeds payable or to be paid
to Mola Development Corporation in the U.S. Court of Federal Claims Civil action No.
95-790 C. entitled Mold Development Corporation vs. UtV* States of America.
MOLA
adU99misdPromNotc
RECORDING REQUESTED BY:
WHEN RECORDED MAIL TO:
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH
ATTN: AGENCY CLERK
2000 MAIN STREET, POST OFFICE BOX 190
HUNTINGTON BEACH, CA 92648���LL
tv. yL
DEED OF TRUST
THIS DEED OF TRUST, made this 1" day of April 1999, between tRANk- r4@6!�(the
"Trustor"), whose address is 2737 Campus Drive, Irvine, CA 92612. and REDEVELOPMENT
AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Beneficiary'), whose address is 2000
Main Street, Huntington Beach, CA 92648, and LAWYERS TITLE, a California corporation,
("Trustee"), whose address is 18551 Von Karman, Suite 100. Irvine, CA 92714;
TRUSTOR HEREBY irrevocably grants, transfers, and assigns to Trustee, in trust, with
power of sale, all that property in the City of Santa Ana, County of Orange, State of California,
described as set forth In Exhibit "A" attached hereto and Incorporated herein by reference (the
"Property'), together with the rents, issues, and profits of the Property, subject, however, to the
right, power, and authority given to and conferred upon Beneficiary by Paragraph $_S'of the
provisions incorporated in this Deed of Trust by reference to collect and apply those rents,
Issues, and profits.
FOR THE PURPOSE OF SECURING:
(1) Performance of each agreement of Trustor incorporated by reference or
contained In this Deed of Trust;
(2) Payment of the indebtedness evidenced by one promissory note, and any
extension or renewal of that note, In the principal sum of $210,726.00. executed by Trustor on
April 1, 1999, in favor of Beneficiary or order; and
(3) Payment of any further sums that the then record owner of the Property
hereafter may borrow from Beneficiary, when evidenced by another note or notes reciting it is
so secured.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:
(1) By the execution and delivery of this Deed of Trust and the note secured by this
Deed of Trust, that provisions A, 1-5 and B, 1-9, inclusive, of the fictitious Deed of Trust
recorded on August 17, 1964, in Book 7182 at Page 18, of the Official records of Orange
County, California, hereby are adopted and incorporated by reference;
(2) That he acknowledges receipt of a full copy of the provisions numbered A. 1-5
and B, 1-9, Inclusive, referred to above, and understands them;
(3) That he will observe and perform those provisions; and
(4) That the references to property, obligations, and parties in those provisions shall
be construed to refer to the Property, obligations, and parties set forth in this Deed of Trust.
The undersigned Trustor requests that a copy of any Notice of Default and of any Notice
of Sale under this Deed of Trust be mailed to him at the address of the Trustor set forth above.
In the event that all or any part of the Property, or any interest in the Property, is sold,
agreed to be sold, conveyed, transferred, disposed of, further encumbered, or alienated by
trustor, or by the operation of law or otherwise, without the prior written consent of Beneficiary,
all sums secured by this Deed of trust shall, at the option of Beneficiary, immediately become
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. T
In accordance with Section 2924b of the California Civil Code, request Is hereby made
by the undersigned Trustor that a copy of any Notice of Default and a copy of any Notice of
Sale under the Deed of trust recorded August 14, 1998, as Instrument No. 19980532392 of
Official Records of Orange County, California, executed by MMN Development Company, LLC,
a Hawaii limited liability company, as Trustor. In which Imperial Bank, a California corporation, Is
named as Beneficiary, and Imperial BanCorp, a California corporation, as Trustee, be mailed to
Redevelopment Agency of the City of Huntington Beach, whose address is 2000 Main Street,
Post Office Box 190, Huntington Beach, CA 92648, Attention: Chief of Administrative Services,
John Reekstin.
Page 1 of 2
I, y
NOTICE: A copy of any notice of default and of any notice of sale will be sent only to the
address contained In this recorded request. If your address changes, a new request must be
recorded.
Notwithstanding anything In this Deed of Trust or the promissory note which it secures to the
contrary, Beneficiary and Trustee hereby agree that this Deed of Trust shall be subordinated to
any deed of trust or other security agreement securing a construction loan to be obtained by
Trustor for the purposes of developing the Property. Beneficiary and Trustee hereby agree to
execute and deliver to Trustor and/or its future construction lender such documents reasonably
requested by Trustee or said construction lender for the purpose of effectuating this agreement
to subordinate. Trustor's executing and delivering a deed of trust or other security agreement
In connection with such construction loan shall not trigger any due -on -sale clause under this
Deed of Trust.
-16*4 t,
STATE OF GANlA }
COUNTY 0174 � }
TRUSTOR
MMN Development Co., LLC
By a tal Rim Properties, Inc., Manager
By:
Frank Mola, President
ACKNOWLEDGMENT
On i l t , 1999, before me, LvKi t, . E? w'" J a.
Notary Public, oirsonally appeared FRANK MOLA, personally town to me or proved tome on
the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same In his authorized capacity, and
that by his signature on the Instrument the person, or the entity upon behalf of which the person
acted, executed the Instrument.
ITNESS my hand and official seal.
Signature ' L
Wn IV
APPR07M AS Ta FOTU�
GLIB, HU TO , Cit;, Attcrnd�
BY: Deputy City At-cornoy
Page 2of2
' �4 (IEUj 12:39 {�'PE�1r3A1� r iEl,:619 6�'"9033 P. 0�
(.cox FoucY n9•+a) OR-9824626
TITLE OFFICER - RE -Mill
SCHEDULE C
THE LAND REFERRED TO IN' THIS POLICY IS SITUATED IN THE STATE OF CALIFORNIA. COLNN'TY OF
ORANGE, CITY OF SANTA ANA. AND 13 DESCRIBED AS FOLLOWS:
PARCEL, A:
LOT 1. AS SHOWN ON EXHIBIT 'B' ATTACHED TO LOT LINE ADJUSTMENT LL 98-00I RECORDED APRIL
9, 1996 AS INSTRU%MEN-r N'O. 19980210009 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.
PARCEL B:
A NON-EXCLUSIVE RECIPROCAL EASEMENT FOR VEHICULAR INGRESS. EGRESS AND ACCESS. AS SET
FORTH IN THAT CERTALY AMENDED AND RESTATED DECLARATION A.ND GRANT OF EASEMENTS
RECORDED APRIL 15,1999 AS INSTRUM. E'%"T NO.19980222446 OF OFFICIALRECORDS OF ORANGE COUNTY,
CALIFORNLA.
EXCEPTL\G THEREFROM THAT PORTION =LUDED WITHIN PARCEL. A HEREINABOV£ DESCRTBED.
MS
* * * * 0 * * *
race
7
°' r=10'991W£D1 .15:01 RESIDENTIAL LEADING T£L:510 417 5877 Q.013
.11140' S9 KD) 12 :39 ARK 7 L:I ; '~'083
fs. '9 734e58184s+ Tu PAGE 93
CITY OF SANTA ANA
EXHIBIT C
LOT LINE ADJUSTMENT NO. -
r�l
QWERS EXISTING PARCELS PROP05ED LOTS
AP AVURERS REFERENCE NUMBER
JJACARTHUR PLACE LLC 411-073-02 LOr f
MACARTHUR PLACE LLC 477-073-02 & 411-152-12 LOr*2
CC LINE TO REMAIN
-»----------- LOT LINE' TO OC RFA40VEO
NEW L07' LINO J"nW'1:VA0
C/L MAPX ST. MJpa'?7'F � 'g
CIL CO 148WE A W.
r0a w
COURSE OA?'A
e.ss.•
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n � 90�0ao•
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p
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r I
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N
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CA MAJCSTTC CAST'
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ur7eJ2T
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1�
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nay' LOT 2
J1.69? AC
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six,
A-90ww" .
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N
T�s•s
SHEET 1 OF 2 10-0423-04
0. \l0042304IL1,AjU0423C2.DWG
EXHIBIT A
RECORDING REQI]ESlED BY RECEIVED
Y
FIRST AMERICAN TITLE COMPANY
COMMERCIAL]INDUSTRIAL DIVISION toAY 2 7 1999
RECORDING 7HIS ORIGINAL DOCUMENT WAS KANN=
• DZPARTMENTOF AND ELECTRONICALLY RECORDED ON
ECONOMIC DwVELOPPA&IT
WHEN RECORDED MAIL TO:
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH
ATTN: AGENCY CLERK
2000 MAIN STREET, POST OFFICE BOX 190
HUNTINGTON BEACH, CA 92648
MAY 2 4 1999
Document
First American Ule Insurance Company
� "'M'.,14,Ir
DEED OF TRUST
THIS DEED OF TRUST, made this 1" day of April 1999, between tRA -Lhe
`Trustor"), whose address is 2737 Campus Drive, Irvine, CA 92612, and REDEVELOPMENT
AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Beneficiary"), whose address is 2000
Main Street, Huntington Beach, CA 92648, and LAWYERS TITLE. a California corporation,
("Trustee"), whose address is 18551 Von Karman, Suite 100, Irvine, CA 92714;
TRUSTOR HEREBY irrevocably grants, transfers, and assigns to Trustee, in trust, with
power of sale, all that property in the City of Santa Ana, County of Orange, State of California,
described as set forth in Exhibit "A" attached hereto and incorporated herein by reference (the
"Property"), together with the rents, issues, and profits of the Property, subject, however, to the
right, power, and authority given to and conferred upon Beneficiary by Paragraph Hof the
provisions incorporated in this Deed of Trust by reference to collect and apply those rents,
issues, and profits.
FOR THE PURPOSE OF SECURING:
(1) Performance of each agreement of Trustor incorporated by reference or
contained in this Deed of Trust;
(2) Payment of the indebtedness evidenced by one promissory note, and any
extension or renewal of that note, in the principal sum of $210,726.00, executed by Trustor on
April 1, 1999, in favor of Beneficiary or order; and
(3) Payment of any further sums that the then record owner of the Property
hereafter may borrow from Beneficiary, when evidenced by another note or notes reciting it is
so secured.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:
(1). By the execution and delivery of this Deed of Trust and the note secured by this
Deed of Trust, that provisions A, 1-5 and B, 1-9, inclusive, of the fictitious Deed of Trust
recorded on August 17, 1964, In Book 7182 at Page 18, of the Official records of Orange
County, California, hereby are adopted and incorporated by reference;
(2) That he acknowledges receipt of a full copy of the provisions numbered A. 1-5
and B. 1-9, inclusive, referred to above, and understands them;
(3) . That he will observe and perform those provisions; and
(4) That the references to property, obligations, and parties in those provisions shall
be construed to refer to the Property, obligations, and parties set forth in this Deed of Trust.
The undersigned Trustor requests that a copy of any Notice of Default and of any Notice
of Sale under this Deed of Trust be mailed to him at the address of the Trustor set forth above.
In the event that all or any part of the Property, or any interest In the Property, is sold,
agreed to be sold, conveyed, transferred, disposed of, further encumbered, or alienated by
trustor, or by the operation of law or otherwise, without the prior written consent of Beneficiary,
all sums secured by this Deed of trust shall, at the option of Beneficiary, immediately become
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. - - --- — - - In accordance with Section 2924b of the Califomia Civil Code, request is hereby made
by the undersigned Trustor that a copy of any Notice of Default and a copy of any Notice of
Sale under the Deed of trust recorded August 14, 1998, as Instrument No. 19980532392 of
Official Records of Orange County, California, executed by MMN Development Company, LLC,
a Hawaii limited liability company, as Trustor, in which Imperial Bank, a California corporation, is
named as Beneficiary, and Imperial BanCorp, a California corporation, as Trustee, be mailed to
Redevelopment Agency of the City of Huntington Beach, whose address is 2000 Main Street,
Post Office Box 190, Huntington Beach, CA 92648, Attention: Chief of Administrative Services,
John Reekstin.
Page 1 of 2
LA
NOTICE: A copy of any notice of default and of any notice of sale will be sent only to the
address contained in this recorded request. If your address changes, a new request must be
recorded.
Notwithstanding anything in this Deed of Trust or the promissory note which it secures to the
contrary. Beneficiary and Trustee hereby agree that this Deed of Trust shall be subordinated to
any deed of trust or other security agreement securing a construction loan to be obtained by
Trustor for the purposes of developing the Property. Beneficiary and Trustee hereby agree to
execute and deliver to Trustor and/or its future construction lender such documents reasonably
requested by Trustee or said construction lender for the purpose of effectuating this agreement
to subordinate. Trustor's executing and delivering a deed of trust or other security agreement
in connection with such construction loan shall not trigger any due -on -sale clause under this
Deed of Trust.
TRUSTOR _
MMN Development Co., LLC
By C st I Rim Properties, Inc., Manager
By:
Frank Mola, President
ACKNOWLEDGMENT
44wtii.
STATE OF CAt:fF6RN+A )
COUNTY OFF �yWWK; }
On _ N'v+ I I! . , 1999, before me, Lt Wn 6. 5 u,�k�
Notary Public, pel3sonally appeared FRANK MOLA, personallOnown to me or proved tome on
the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
,- L,5. ;-
WITNESS my hand and official seal.
Signature-+—.
APPRO`M AS TO FORI1i
GAIL h-UTT011, City Attorney
BY:. Deputy city Attorney
Page 2 of 2
III.V aa•all.l a.la+ 1. �.. V1.•V
IPPERIr"'IANK
SCHEDULE C
6YL —a ".—
TGt -M 6c"1083
V
v
P. 003
OR-9824626
'ML-9 CMI ER - REW-01
THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN TIME STATE OF CALIFORNIA. COUNTY OF
ORANGE, CITY OF SA.tiTA ANA. AND 19 DESCRMM AS FO:.LCWS:
PARCEL A:
LOT 1, AS SHOWN ON EXHIBIT 'B' ATTACHED TO LOT LINE ADJUSTME.yT LL 98-001 RECORDED APRIL
9, 1999 AS INSTRUMENT I "O. IM0210009 OF OFFICIAL RECORDS OF ORAtiGF+ COUNTY, CALIFORNIA.
PARCEL B:
A NON-EXCLUSIVE RECIPROCAL EASEMENT FOR VEHICULAR INGRESS. EGRESS AND ACCESS, AS SET
FORTH IN THAT CERTALY AMENDED AND RESTATED DECLARATION AND GRANT OF EASEMENTS
RECORDED APRIL 15,1998 AS INSTRUMENT NO.1998022x44b OF OFFICIALRECORDS OF ORANGE COUNTY,
CALIFORNIA.
PXCEPTL\G THEREFROM THAT PORTION INCLUDED WITHIN PARCEL A iiERMABOVE DESCRIBED.
MS
FACE,
�XHIBIiA
r'- 10' 99 (WED).15: 0l
rj
,6:s9
RESIDENTIAL LEND11C
IMPx j --'A1K
7146681Bls+
TEL:310 all 58'17
T�L: 615� j'�'OB3
NQ
P. 013
F. 012
PAGE 83
LOT LINE
MACAR THUR PLACE L L C
kACARTHUR PLACE LLC
CITY OJt SAWA ANA
EXHIBIT C
ADJUSTMENT NO.
(wp)
AP NUMBERS
411-073-02
41 i -- 073-02 Ar 411-152-12
ISED LO TS
!FNCE NUMBER
Lor t
LOT 2
�f} �i /. gh
Vie• O'w•ul
CA MANE' ST. N.T•' . a� -
o aj�� IN
C/1- (o"UhlBlNE' AVE.
COURSE DATA R RCS 4*
pr NaB I2Q'M .100'
p W 10Aa'
R a 11 Dd'
L ■ �? 1 i'
p TRACT �MF I .yo . y3BQa
h
^ALE:1-=?00' (57)?EEr r^")
C11. 1IA JIGS 77C EAST
r � Nea�r�dw 61.3a�'
1.z 99' HQd �r'1d`ir'
4� �1 h � 6•S9'
aax• 44 -- da
xre'sr'�aw Ili?a J2 E
a razr � ar' LOT 2
C/L R�'GEIY� WA Y N17e 17T 31- 692 AC.
"'C 71� a•w 430 26' ai x'
*ai aa•.
-,
&-goV0,00- : "129 0 . saw aa' R a 29w, 'LOT T
r.=i9a' LOT ! - R. , t • +ssa'
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h �
a cK iNST xa 02-112U LCM
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112.1
3Sole-
CIL EL � R77ti'UR `w
LF�►
LOT LINE TO REMAIN
------------- L O r UNF TO 8C RV40 vED
NEW LOT LINE
�� rr hd8Tp.1S'wagefig
iRtr _� Z18.79'
SNFET I OF 2 10-0423-04
0. \10042JO4\LLAILL042302.DWC
EXHIBIT A
f
1
•
TO:
FROM:
DATE:
CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
CONNIE BROCKWAY, City Clerk
ARTHUR DE LA LOZA, Deputy City Attorney
July 20, 1999
SUBJECT: Mola Deed of Trust
eEC£rV�
CITY CLR�
la CITY Op
A CFf. C4
lg19 J21 20 r-) 1-4-3
Per our conversation last week, here is the M0I3 Deed of Trust which is security for
the note in favor of the Agency.
It should be rpaintained in your office with all other Agency deeds.
ARTHUR DE LA LOZA
Deputy City Attorney
ADUab
Attachments: Deed of Trust
J
ad1'99mcmos'brockwy',NJo1aDLcd
-t 4nd i n,3 Me- f 2
T
Cf in4c y`..44
C14l 6F HUNTINGTON BEACH V
REQUEST FOR LEGAL SERVICES
Gail Hutton, City Attorney
RLS No. — LID3
Assn T _ 6-
bat A
Date:
Request made by:
Telephone:
Department:
6!9jgg
CONNIE BROCKWAY
5494
CITY CLERK
INSTRUCTIONS: File request in the City Attorney's Office. Outline reasons for this request and state
facts necessary for City Attorney to respond. Please attach all pertinent information and exhibits.
TYPE OF LEGAL SERVICES REQUESTED:
❑ Ordinance ® Opinion ❑ Stop Notice
❑ Resolution ❑ Lease ❑ Bond
❑ Meeting ❑ Contract/Agreement ® Deed
❑ Court Appearance ❑ Insurance ® Other: • Agency Certificate
Is Request for Preparation of Contract form attached? ❑ Yes ® No
Are exhibits attached? ❑ Yes ® No
Unless otherwise specified herein, I
If not for Council action, consent to the disclosure of the
If for City Council action, desired completion date: Information contained In this RLS to
all 7!jpbers of the Cit ncll.
Agenda Deadline ` d��
Council Meeting 6/14199 Signature of D partment Hhad
COMMENTS:
R uting:
Attention: Art DeLal.oza, Deputy City Attorney. (We are requesting your review as you are familiar with it.)
GCH
PDA
[
RE: Agency Deed of Trust (Santa Ana Property) Settlement of Judgement - Frank Mola
JCB
[
First American Title Company recorded this deed rather than 1he City Clerk's Office. Please inform me if it
SL
[
Is necessary to re-record as there was not an Agency Certificate of Acceptance attached to the Deed prior to
WSA
[
recording. (See attached Certificate referencing Agency Resolution No. 278 which authorizes the Agency to
ADL
[
accept property.)
SF
[
C.
JM
[
This Request for Legal Services has been assigned to attorney ART DELALOZA 6L11 9� 9
extension 5620 - His/her secretary is Anita , extension 5597
Notes:
File Name:
Date Completed:
WP No.:
file Notes
Office of the City CCerk
Huntington Beach, CaCforn.ia
5�z7�99
�J
,
w
to
J J CITY OF HUNTINGTON BEACH
r;s
INTERDEPARTMENTAL COMMUNICATION
Ww"' SCION Biapl
TO: Arthur De La Loza
FROM: Janelle Case, Deputy City Clerq)
DATE: April22, 1999
SUBJECT: Mola Collection
Cry Lj
ma
Connie has asked that the other signatures noted on the yellow sticker attackedi ty.o the?
Settlement Agreement be obtained prior to the Mayor and Clerk signing.:
Also, when do you want the deed acceptance done and what is the Agency Resolution
No. that we use on the deed acceptance??
f�6 .
Thank you for your help.
Enclosure: Original Settlement Agreement
Copy of Note and Deed of Trust
fib.. .
q1"
� - z � - Y y rY-V-�� �.,�- -•� air Z .
v - ---� - � �-` .
4-z s �`—
a
TO:
FROM:
DATE:
�1
CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
CONNIE BROCKWAY, City Clerk
ARTHUR DE LA LOZA, Deputy City Attorney
April 21, 1999
SUBJECT: Mola Collection
Enclosed herewith you will find each of the following:
i . Settlement Agreement (original); and
2. Copy of Note and Deed of Trust approved as to form.
AM--d �/.L �
/i%Aya/t 5/ 6 hr�J
al/ / / .1/r 5z )0)i j
Please have Chairperson sign the Settlement Agreement, retain original, and
provide me with a certified copy for escrow.
Also, please accept the Deed and Promissory Note after the escrow closes.
Please call me if you have any questions.
ART:
A THUR DE !.A LOZA !� "PER YOUR PMUEST ATTACHED IS A CEP!rIFIED COPY
Deputy City Attorney OF THE SE EN= AGREEMENT FOR ESCROW.
ADLfab
Attachments: As listed above
PLEASE PROVIDE THIS OFFICE WITH THE"SEIZTMe=
AGREEFENT MEN IT CLOSES ESCR047.
WE WILL THEN ACCEPT THE DEED AND PROMISORY NOTE
PER YOUR INSTRUCTIONS.
Thank You.
City Clerk's Office
adr 99mc=ebrockwy\Mo1a2
- � �%rranl—C.�rY Ark
elw
�1TY OF HUNTINGTON BEA6 h,ede7r,e/.1,2cswze.
MEETING DATE: 04/19/99 DEPARTMENT ID NUMBER: CA 99.11
Council/Agency Meeting Held: (9ZZ 7
Vrred/Continued to:
Approved O Conditionally Approved O Denied
Im 6cb eo
ency Clerk's Signature
Council Meeting Date: 04119/99
Department ID Number. CA 99-11
CITY OF HUNTINGTON BEACH
REQUEST FOR REDEVELOPMENT AGENCY ACTION
SUBMITTED TO: HONORABLE CHAIRMAN AND REDEVELOPMENT AGENCY
MEM RS
SUBMITTED BY:(-GAIL� ON, Agency Counser, S
PREPARED BY: �110AIL HUTTON, Agency Counsel 4- 1
SUBJECT: Settlement of Judgment Against Frank Mola
Statement of Issue, Funding Source, Recommended Action, Ntemative Action(s), Analysis, Environmental Status, Attachments)
Statement of Issue: Whether to approve documents in settlement of the Judgment against
Frank Mola.
Funding Source: Not applicable.
Recommended Action:
1. Authorize Chairman, Executive Director and Agency Counsel to accept and/or execute
on behalf of the Redevelopment Agency the above -mentioned documents in
substantially the form as attachments hereto and the Agency Clerk to attest to the
Settlement Agreement and accept the Deed of Trust (originals to be placed in escrow).
2. Authorize the Executive Director and Agency Counsel to accept and execute on behalf
of the redevelopment Agency, any other documents, consistent with the Settlement
Agreement, which are necessary and proper to cant' out the agreements herein and to
receive the $60,000.00 currently held in escrow on behalf of the Agency.
3. Authorize execution by the Agency Counsel of the Satisfaction of Judgment consistent
with the Settlement Agreement.
_Alternative Action(s):
Direct Agency Counsel to negotiate further.
99-11MOL -2- 04114199 10:57 AM
REQUESi'FOR REDEVELOPMENT AGEACY ACTION
MEETING DATE: 04119199
Analysis:
DEPARTMENT ID NUMBER: CA 99-11
The Agency secured a Judgment against Frank Mola in the sum of $268,266.00 in
connection with unpaid development fees and a guarantee signed by Judgment Debtor Frank
Mola. On April 5, 1999, after agreement to pay the full judgment over time and a payment by
the debtor of $60,000.00, the Redevelopment Agency met in closed session and authorized
Agency Counsel to finalize the settlement documents, recommended for approval. The
Agency further directed Agency Counsel to return on
April 19,1999. for formal action in open session. The documents attached hereto consist of:
1. Settlement Agreement;
2. Promissory Note in the sum of $210,726.00;
3. Deed of Trust Securing Promissory Note;
4. Collateral Assignment of Litigation Proceeds; and
5. Confession of Judgment.
The $210,726.00 balance results from a credit in the sum of the $60,000.00 payment placed
in escrow and a $2,500.00 amount added to the total due, for the cost of the Appraisal
Review on the real property security for the note. The two conditions precedent to approval
of the entire transaction were (i) approval of the Real Property Appraisal by the Agency which
occurred in closed session April 5, 1999, and (ii) approval by the current First Trust Deed
holder of the Second Trust Deed which the Agency would Fold as security for the note. Such
approval, in writing, will be presented to the Agency Clerk upon receipt, which is expected
April 14,1999.
Environmental Status:
Attachment(s):
1 Settlement Agreement;
2 Promissory Note in the sum of $210,726.00;
3 Deed of Trust Securing Promissory Note;
4 Collateral Assignment of Litigation Proceeds; and
5 Confession of Judgment
RCA Author: Arthur DeLaLoza, Deputy City Attorney
99.11MOL -3- 04114;'99 2:09 PM
M
ATTACHMENT 1
V
V;
SF.TTI.EMFN7 AGREEMENT BETNMEN
FRANK MO1.A JUDGMENT DEBTOR AND
RF,MWIDEMFN7 AGENCY OF THF.
CITY OF HiTINfItiGTON BEACH. JUDGMENT CREDITOR
WHEREAS the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
("Agency') holds an Orange County Superior Court Judgment in the sum of $268,226.00 against FRANK
MOLA ("Debtor"), and Debtor wishes to pay such judgment over time,
NOW THEREFORE the Parties agree as follows:
Debtor shall pay the full amount due plu3 interest on the terms reflected in the attached
document entitled "Mola Proposed Payoff Deal Points as of February 16, 1999," Exhibit
"A" ("the Deal Points');
2. Debtor agrees to pay a $2,500.00 fee for the purposes of reviewing the appraisal of the Santa
Ana real property which will serve as security for the Note mentioned in the Deal Points,
3. Debtor further agrees to secure, and pay all costs associated with, title insurance in favor of
Agency in the sum of the Note.
4. All costs and fees for the escrow with Lawyers Title Company, in Irvine, California, shall be
paid by Debtor.
5. Debtor agrees to execute any and all documents reasonably necessary to accomplish the
purposes herein, including, but not limited to, the Note, Deed of Trust, Confession of
Judgment and any acknowledgment of lien necessary to secure Agency's interest in
litigation proceeds of Afola Dev. Corp. v. United States, bearing Case No. 95-790 C in the
(� �Q United States Court of Federal Claims.
r� j Debtor further warrants that he has full authority to enter into this Agreement and to execute any
O` R ',b and all documents mentioned herein.
(� `V(,�(� PATED: April 1, 1999
Frank Mola
JZc�� N �
VIEWED AND APPROVED:
� Xxecutive Director
- Ce 1�
Direr of Economic Development
APPROVED.
dzj�&4-
Direltoir of Administrative Services
REDEVELOPMENT AGENCY FOR THE
CITY OF 11UNTINGTON BEACH, a
municipal corporation of the State of
California
Agency Chairman
ATTEST:
Agency Clerk
INITIATED AND APPROVED:
Agency Counsel 4-- 14- y y
adV9%gredSet1N1o1a
MOLA PROPOSED PAYOFF DEAL POINTS
AS OF FEBRUARY 16,1999
ANIOU,N'T: S268,226 Plus Interest
INTEREST: I I% From and after April 1, 1999
PAYMENTS: S
60,000
April 1, 1999
S
15,000
June 1, 1999
S
15,000
September 1, I999
S
15,000
December 1, 1999
S
15,000
March 1, 2000
S 15,000 Each quarter thereafter
Balloon Payment April 1, 2003(?)
TOTALS: S120,000 First -Year Payments
BALANCES: S148,226 Balance after March 1, 2000 (plus interest)
S 88,226 March 1, 2001 (plus interest)
S 28,226 March 1, 2002 (plus interest)
SECURITY: 1. Second Trust Deed in 3 acres commercial Santa Ana property
• Debtor to provide title report
• Current Value: S4 million
• Encumbrances: S2.7 trillion First Trust Deed, Imperial Bank
• We would subordinate to construction loan of $39 million
• Needs First Trust Deed: Okay
• Appraisal of August 10,1998: Needs Agency approval
2." Contingent proceeds from Afola v. United States
• All balance due payable upon receipt
• Debtor to allow Lien of Record in U.S. action
3. Reinstate Judgment by Confession of Judgment CCP § 1132 to
original S268,226 plus full 11% interest less payments
FULL SATISFACTION: Full satisfaction by Agency April 1, 1999.
adV996sdMola?) of
EXHIBIT A
V
ATTACHMENT 2
Sent By:i. Coastal Rim Properties; 808 933 1631 ; Apr-1.99 5:08PM; Page 3/9
' risCevsd: 4/ 1/00 1:14PM; 714 374 1600 •} Coasts? Rim PropsrTiss; Page 2
SM-01-1999 15:07 �.) CITY OF F-4NTISGTD4 PEACH u 714 374 1595 P.22
:::✓ PROMISSORY NOTE
SECURED BY DEED OF TRUST
$210,720.00 Irvine, Caltfornla
Aprtt 1,1999
In the installments described below, for value received, the undersigned (the
613orrower") promises to pay to the Redevelopment Agency cf the City of Huntington
Beach (the 'Holder), or order, at 2000 Main Street, Huntington Beach, Callfomla, or any
other place designated in a writing submitted by Holder to Borrower, the sum of Two
Hundred Ten Thousand Seven Hundred Twenty -Six Dollars ($210,726.00), with Interest
from April 1, 1999. on unpaid principal at the rate of eleven percent (11%) per annum.
Principal and interest shall be payable In quarterly Installments of Fifteen Thousand
Dollars ($15,000.00) or more on the first day of each month, beginning on the first day
of June 1999, and continuing each comecutive quarter thereafter until all principal and
accrued but unpaid interest have been paid In full, with any unpaid principal and all
accrued but unpaid Interest due and payable on the first day or April unless
permanent financing replaces the First Trust Deed referenced in the Deed Trust, in
which case all sums heroin shall be due and payable upon the happen' Ig of such
permanent financing event.
p0
Each payment shall be credited, first, on interest then due, and the remainder on
principal. Immediately thereafter, Interest shall cease on the principal so credited.
' Principal and interest are payable in lawful money of the United States.
Should default be made In payment d'any installment when duo, or in the
performance of any of the agreements contained in the Deed of Trust securing this
Note, the whole burn of principal and Interest shell become immediately due and
payable at Holder's option. Failure by Holder to exercise this option shall not constitute
a waiver of the right to exercise It In the evert of any subsequent default.
Whether or not suit is tiled. Borrower agrees to pay all reasonable attorneys'
fees, costs of collectlon, costs, and expenses Incurred by Holder in connection with the
enforcement or collection of thls Note. Borrower further agrees to pay all costs of suit
and the sum adjudged as attorneys' fees In any action to enforce payment of this Note
or any part of It.
This Note Is secured by a Second Deed of Trust, dated April 1, 1999, to Lawyer's
Title as Trustee, executed by Borrower In favor of Holder, as well as a Confession of
Judgment by Frank Mora in Orange County Superior Court Case No. 772515, entitled
Redevebpment Agency v. Frank Mole, and a lien on any proceeds payable or to be paid
to Mola Development Corporation in We U.S. Court of Feleral Claims Civil Action No.
95-790 C, entitled Mola Development Corporation vs.,t? do States of America.
FRANK MOLA
sdW9rriKrr orn4w.
APR-01-1999 19:2+1 608 9?3 1£31 96% P.03
V
ATTACHMENT 3
RECORDING REQUESTED BY:
WHEN RECORDED MAIL TO:
REDEVELOPMENT AGENCY OF THE —
' • '
CITY OF HUNTINGTON BEACH
ATTN: AGENCY CLERK
2000 MAIN STREET, POST OFFICE BOX 190 =
HUNTINGTON BEACH, CA 92648
DEED OF TRUST
THIS DEED OF TRUST, made this 1" day of April 1999, between FRANK LIOLA (the
:
'Trustor"), whose address is 2737 Campus Drive, Ivine, CA 92612, and REDEVELOPMENT
AGENCY OF THE CITY OF HUNTINGTON BEACH (the'Beneficiary'), whose address Is 2000
Main Street, Huntington Beach, CA 92648, and LAWYERS TITLE, a California corporation,
(Trustee"), whose address Is 18551 Von Harman, Suite 100, Irvine, CA 92714;
TRUSTOR HEREBY Irrevocably grants, transfers, and assigns to Trustee, in trust, with
power of sale, all that property in the City of Santa Ana, County of Orange. State of California,
described as set forth in Exhibit'X attached hereto and incorporated herein by reference (the
-•"
'Property*). together with the rents, issues, and profits of the Property, subject, however. to the
•
right, power, and authority given to and conferred upon Beneficiary by Paragraph of the =
provisions incorporated in this Deed of Trust by reference to collect and apply those rents,
Issues, and profits.
FOR THE PURPOSE OF SECURING:
.
(1) Performance of each agreement of Trustor incorporated by reference or
contained in this Deed of Trust;
(2) Payment of the Indebtedness evidenced by one promissory note, and any
extension or renewal of that note, in the principal sum of $210.726.00, executed by Trustor on
April 1.1999. In favor of Beneficiary or order, and
(3) Payment of any further sums that the then record owner of the Property
•
hereafter may borrow from Beneficiary, when evidenced by another note or notes reciting it Is
so secured.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:
(1) By the execution and delivery of this Deed of Trust and the note secured by this
Deed of Trust, that provisions A. 1-5 and B. 1-9, inclusive, of the fictitious Deed of Trust
recorded on August 17, 1964. in Book 7182 at Page 18, of the Official records of Orange
:
County, California, hereby are adopted and incorporated by reference;
(2) That he acknowledges receipt of a full copy of the provisions numbered A. 1-5
and S. 1-9, Inclusive, referred to above, and understands them;
(3) That he will observe and perform those provisions; and
(4) That the references to property, obligations, and parties in those provisions shall
be construed to refer to the Property, obligations, and parties set forth in this Deed of Trust
:
The undersigned Trustor requests that a copy of any Notice of Default and of any Notice
of Sale under this Deed of Trust be mailed to him at the address of the Trustor set forth above.
In the event that all or any part of the Property, or any interest In the Property. Is sold,
agreed to be sold, conveyed, transferred, disposed of, further encumbered, or afienated by
trustor. or by the operation of law or otherwise, without the prior written consent of Beneficiary,
_
all sums secured by this Deed of trust shall, at the option of Beneficiary, immediately become
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.
In accordance with Section 2924b of the California Civil Code, request is hereby made
•
by the undersigned Trustor that a copy of any Notice of Default and a copy of any Notice of
:
Safe under the Deed of trust recorded August 14. 1998, as Instrument No. 19980532392 of
:
Official Records of Orange County, California, executed by MMN Development Company, LLC,
a Hawaii limited liability company, as Trustor, In which Imperial Bank, a California corporation, is
named as Beneficiary, and Imperial BanCorp, a CaPfomia corporation, as Trustee, be mailed to
Redevelopment Agency of the City of Huntington E•each. whose address is 2000 Main Street,
Post Office Box 190, Huntington Beach, CA 92648, Attention: Chief of Administrative Services,
John Reekstin.
Page 1 of 2
NOTICE: A copy of any notice of default and of any notice of sale will be sent only to the
address contained in this recorded request. If your address changes, a new request must be
recorded.
Notwithstanding anything In this Deed of Trust or Ire promissory note which It secures to the
contrary, Beneficiary and Trustee hereby agree that this Deed of Trust sha'l be subordinated to
any deed of trust or other security agreement securing a construction loan to be obtained by
Trustor for the purposes of developing the Property. Beneficiary and Trustee hereby agree to
execute and deliver to Trustor andlor Its future construction lender such documents reasonably
requested by Trustee or said construction lender for the purpose of effectuating this agreement
to subordinate. Trustoes executing and delivering a deed of trust or other security agreement
In connection with such construction loan shall not trigger any due -on -sale clause under this
Deed of Trust.
TRUSTOR
MMN Development Co., LLC
By Coastal Rim Properties, Inc., Manager
Frank Mola, President
ACKNOWLEDGMENT
STATE OF CALIFORNIA i
COUNTY OF ORANGE )
"
On 1999, before me,
Notary Public, personally appeared FRANK MOLA, personally known to me or proved tome on
the basis of satisfactory evidence to be the person %hose name is subscribed to the within
instrument and acknowledged to me that he executed the same In his authorized capacity. and
that by has signature out the Instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
Signature
Page 2 of 2
V
ATTACHMENT 4
Ser.t By: coastal. Rim Properties; 008 983 1601 ;
Apr-2-99 10:49AM;
V
. rage j/4
COLLATERAL ASSIGNM1IENT OF LITIGATION PROCEEDS
THts COLLATERAL ASsrGNli w ("Agreement") is made this day of
1999, by MOLA DEYEZ,OPMENT CORPORATION, a Califbrnia
corporation, whose address is 2737.Campus Drive, Irvine, California 92612 ("Debtor"), and the .
REDEVEiAP13] I`'T AGU;CY OF THE CITY OF HUNYMGTON BEACH, whose address
is 2000 Main Street, Huntington Beach, California 92648 ("Secured Paity").
In consideration of the mutual covenants and promises herein contained, Debtor and
Sectored Party agree:
1. C12 nox Or SEcURrry 1:Nm ;ST. 7b secure to the Secured Parry performance
of the terms and conditions under that certain Promissory Note dated April 1, 1999 made by
Debtor in favor of Secured Party in the principal amount of $210,726.00 (-Note"), Debtor hereby
grants a security interest, pursuant to Article 9 of the California Uniform Commercial Code, to
Secured Party, in and to any and all proceeds that may become payable to the Debtor as a result of
that certain litigation entitled "Mola Development Corporation vs. United States of America,
Civil Action No. 7 s — 71 o c ," filed in the United States Court of Federal Claims, subject,
however, -to contingency attorneys' fees and costs payable to the law finer of Tisdale & Nicholson
of Los Angeles, California ("Collateral").
2. OHLIGA'TION SECURED. Secured Parry shall hold the Collateral as security for the
payment of all sums due under the Note and the performtnce of the terms and eonditioAs of the
Note. Should Debtor be successful in such litigation and receive sufficient Collateral funds prior
to the maturity date Bonder the Note, Debtor agrees to immediately pay the entire principal balance
then remabing due under the Note.
3. DEFAULT. Occurrence of any of the following events shall constitute a default
hereunder:
a. Nonpayment when due of any or all of the amounts secured hereby.
b. Material delay in or material nonperformance of arty other term or
condition of this Agreement or the Note.
C. Insolvency or bankruptcy of Debtor from any cause whatever.
In any event of a default, Secured Party sMl be entitled to all rights and remedies afforded
secured parties under the California Uniform Commercial Code.
4. AsslammE -r. This Agreement is for the besiefit of Secured Duty, and in the event
that Secured Party shall assign, endorse, sell, transfer, or hypothecate to any person, firm, bank,
or corporation, the Collateral, such assignment or tra.asfer shall automatically constitute an
assignment and transfer of this Agreement and of all rights given Secured Parry hereunder. Such
assignee, endorsee, transferee or successor of Secured Party shall have, jointly with Secured Party,
all of the rights and privileges given to Secured Parry by the terms hereof, subject to Debtor's
rights under the Promissory Note.
o�sorioiaTu.n
PPR-02-1999 12:42 e08 983 1601 96% P.03
Sent By: Coastal Rim Properties;
dua yes IDUI ;
µElf •G'77 IV.+�►..+i,
. . -to
5. OTHM DOCEIN� alo%c Debtor agrees to execute, deliver and/or file such
notices or ether documents that may be reasonably necessaq to effectuate this Agreement,
iacluding an appropriate notice with the court in the z%rementioned litigation.
D4 wnrms wmmEoF, Debtor has executed this' Agreement as of the day. and year first
above a7itten.
MOLA DEVELOPMENT CORPORATION.
a Californ' co ration
By
Frank J Mola
Its Pres dent
"Debtor"
j
1130�TOtN! ILLS
PPR-02-1999 12:42 808 983 1601 96/ P.04
V
ATTACHMENT 5
Q
RCA ROUTING SHEET
INITIATING DEPARTMENT:
CITY ATTORNEY
SUBJECT:
SETTLEMENT AGREEMENT BETWEEN FRANK MOLA
AND REDEVELOPMENT AGENCY
COUNCIL MEETING DATE:
Aril 19, 1999
RCA ATTACHMENTS
STATUS
Ordinance wlexhibits 8legislative draft if applicable)
Not Applicable
Resolution wlexhibits & legislative draft if applicable)
Not Applicable
Tract Map, Location Map and/or other Exhibits
Not Applicable
Contract/Agreement (wlexhibits if applicable)
(Signed in full by the My Aftome
Attached
Subleases, Third Party Agreements, etc.
A roved as to fomn by City Attome
Attached
Certificates of Insurance A roved by the City Attome
Not Applicable
Financial Impact Statement Unbud et, over $5,000
Not Ap2licable
Bonds If applicable)
Not Applicable
Staff Re ort Ilf applicable)_
Not Applicable
Commission, Board or Committee Report If applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not A
licable
I EXPLANATION FOR MISSING ATTACHMENTS I
REVIEWED
RETURNED
FORWARDED
Administrative Staff
Assistant City Administrator Initial
City Administrator Initial
CRy Clerk
EXPLANATION FOR RETURN OF ITEM:
RCA Author: Arthur DeLaLoza, Deputy City Attorney
COVER PAGE
REQUEST FOR LATE SUBMITTAL
(To accompany RCA)
Department: CITY ATTORNEY I I suJject BOLA COLLECTION
Council Meeting Date: a 1g 99 Date of This Request: 4 I5 99
REASON (Why
is this RCA being submitted late?): APPROVAL FROM FIRST
TRUST DEED
HOLDER DUE TODAY VIA FACSIMILE.
EXPLANATION (LNhy Is this RCA necessary to this agenda?):
AGENCY APPROVED ON APRIL 5, 19991 IN CLOSED SESSION TO RETURN
APRIL 19 1999, IN OPEN SESSION.
$60,000.00 IN FUNDS TO BE RELEASED TO AGENCY UPON APPROVAL
APRIL 19, 1999.
CONSEQUENCES How shall delay of this RCA adversely impact the Ci ? :
WE WILL NOT RECEIVE $60,000.00 IN FUNDS UNTIL APPROVED BY
AGENCY.
Signat re: ETApproved O Denied
Ray Silver
Depa e t Hea City Administrator
Coastal Rim Properties; 808 983 1601 ; Apr-1.99 o:iuvm; rays
Sent 6}•: qary -J- Coastal Rlm Proportles; PODS 5
APR-01-1999 15•08 CITY OP HLNTItWON EEXH i 714 374 1593 P.85
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GAIL H[MON, City Attorney Bar 0 57372
ARTHUR DE LA LOZA, Deputy City Attorney Bar # 69922
Post Office Box 190, 2000 Main Street
Huntington Beach, CA 92649
(714) 536-5555
FAX (714) 374-1590
Attorneys for Plaintiff Redevelopment Agen_y of
the City of Huntington Beach
SUPERIOR COURT OF THE STATE OF CALFORNIA
COUNTY OF ORANGE, CENTRAL JUSTICE CENTER
In the Matter of the Confession of Judgment CASE NO.772515
by FRANK MOLA,
CONFESSION OF JUDGMENT
Defendant, STATEMENT
In Favor of (CCP § 1133)
REDEVELOPMENT AGENCY OF j
THE CITY OF HVNTLNGTON BEAC Fi
Plaintiff.
I, FRANK MOLA, hereby confess judgment in the above -entitled cause in favor of
Plaintiff in the sum ofS210,726.00 and authorize entry of judgment against me in that sum.
This confession of judgment is for a debt justly due and arises out of the following factual
situation:
The Redevelopment Agency has a Judgment entered herein as of April 29,1997. in
the sum of S268,226.00 against ma as the defendant. Concurrentlyhemewith I have paid the
sum of $60,000.00 toward such judgment and the agreed -upon balance is therefore the sum of
S2I0,726.00, after adding the agreed -upon cast of an appraisal review. A promissory note dated
Apri1.1, 1999, in favor of the plaintiff herein is tbs agreed -upon method ofpayment. This
Confession ofJudg;neat is for the purpose of essuriag that the plaintiff is plated in the same
-1-
NT STATEMENT
rm-01-1999 19:03
eze 933 ISM
P.06
sent BY: Coastal Rim Properties; 808 983 1601 i Apr-1 99 o:lurm; rage iry
._--- ••.--��. ti+ Ise+ laao -> G0ADtg1 Rim PrOPerTllS; Page a
. APR-01-1999 15:08 t 1 CITY OF HUrITir�,"`T N TEACH 714 374 1593 P.25
It v
x
2
Position it would have bean prior to its ageament to accept payments toward the judgment bal
overtime. The plaintiffhas agreed to file a full zatisfaction of judgment on condition that the
within confession of judgment ahall be filed within 15 days ofdefaulr on the Promissory Note.
Additionally, on my failing to pay, in tall, the note as specified therein, this Confession of
Judgment shall be wasted to include all ilrterest at eleven percent (I I%) per anmu,•n, whic?1
would have accrued in the original Judgment of S268,226 from and after the date of entry to
April 1. 1999, less the $60,000.00 payment and any additional payments made pursuant to the
Promissory Note mentioned above. „
I Dated: .1999
22
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28 adlipl�lmol�7Confissr
-2.
MOLA
CCNEM SION OF JUDGSWNT STATEMENT
APR-01-19519 19:03 E08 9B3 1601 p-07 --
Sent BY: coastal Rim Properties; eoe 983 1601 ; Apr-1.99 5:11PM; Page 9/9
- A0004V90: 4/ 1109 1:10pM; 714 374 1500 •► Coastal Rim Properties; Pays 7
APR-01-1999 IS:08 CITY OF FRWINGTON E:-Mi l 714 374 1S90 P.07
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VERIFICATTO-i
(Redevelopment Agency ojHuniington Beach v. Atola)
STATE OF CALTFORNIA )
Ss.
COUNTY OF ORANGR }
I, FRANK MO" am the defendant in the above -entitled cause. I have read L%c
foregoing CONFESSION OF JUDGMENT STATEMENT and know the contents thereof. The
same is true of my own knowledge, except as to those matters which are therein alleged on
information and belief, and as to those matters, I believe it to be true.
I declare under penalty ofpeajury Ow, under the laws of the State of California, the
foregoing is true and correct and that this declaration was executed on April 1999, at
Califomia.
FR.ANKMOLA
.011PI&MoTS/Confcun
-3-
ON OF JUDGMENT STA'
RPR-01-199-9 19:04
SOO 983 1601 96% P.09
Sent By: Coastal Rim Properties; 808 9B3 1601 ; Apr-i-59 z:tuvm; rave a/v
ROCOiVAO: a/ 1/WW 1:18PIA, 714 374 1590 Cosstal Rim Prop&rSlss� rage 9
APR-01-1999 15:08 CITY OF W4TINGTaN BEACH l j 714 374 1590 P.BS
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L�
GAYLHUTTON,City Attorney Bar#57372
ARTHUR DE LA LOZA, Deputy City Attorney Bar # 68822
Post Office Box 190, 2000 Mash Street
Huntington Beacb, CA 92648
(714) 536-5555
FAX (714) 374-1590
Attorneys for Plaintiff Redevc1opment Agency of
the City of Huntington Beach
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF ORANGE, CMMAL JUSTICE CENTER
In the Matter of the Confession of Judgment
by FRANK MOLA,
Defendant, )
In Favor of
REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH,
Plaintiff:
CASE NO.77251S
ATTORNEY'S DECLARATION
IN SUPPORT OF STATEMENT
CONTESSING JUDGMENT
(CCP § 1132(b)]
declare:
I am an attorney at law duly rdmitted to practice before all the courts of the State of
California and the attorney ofrccord herein for FRANK MOLA, the party confusing judgment in
the above -entitled cause.
I further declare that I have ""—ined the proposed judgment and have advised Frank Mole,
with respoct to the waiver of rights and defenses under the confession of judgment procedure and
have advised Frank Mola to utilize the confession of judgment procedure.
I declare under penalty of perjury that the foregoing is true and correct and that this
declaration was executed on April --L 1999, at
w � _
.avy,unotwDedupK Attorney for D -ac£ dart FRANK MOLA �-
4-
A170PNTY'S DECLARATION 1ti SUPPORT OF
STATWEN7 CONFESSING MG14ENT
APR-01-1999 19:03 608 983 1601 9G% P.E9
R
CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
TO: CONNIE BROCKWAY, City Clerk
FROM: ARTHUR DE IA LOZA, Deputy City Attomey
DATE: April 16, 1999
SUBJECT: Mola Settlement Agreement
Agenda Item E-17, April 19, 1999
Attached is the consent document we were awaiting from Imperial Bank, the First lr�rst
Deed holder in connection with the Mola collection matter, set for Agency considetioffion
Monday, April 19, 1999. 5= =
n
C:�) n -4rt
n
This is the final document required by the parties to present this matter to the AgrM
ency or r {
formal action on April 19, 1999. We advised the Agency in the Request for Agency Act. MM
that it would be lodged with you prior to the meeting.
r t
-w v
ARTHUR DE LA LOZA
Deputy City Attorney
ad%%memos%md wfflukes ! l
]rr—I6-99 22:45P
SlDE1T1AI. LENDING TE1.:3105877
P.O2
P. 00:
IMPERIAL BANK
9 0 rbOr 92491 • Los Angeles, CG4romia 90009 • (3101417•51,00
9920 Sov14 0 Cirnrg,s owd. • InBlewund, r'-A1h(nr.v3 R0301
April 16. 1999
M X Devclopment Company, LLC
c/o Mr. Tom Gruenwald
Coastal Aim Properties
2737 Campus Drive
Irvine, CA 92612
RE:1B Loan #98127
Dear Torn,
Th4letter shall serve as confirmation that Impend Bank will allow a junior lien to be
recorded against the property located at the northeast corner of Impala] Promenade and
MacArthur Blvd., Santa Ana, California. by The City osHuntington Beach, in the
approximate amount of 5206,000.
This ccnwt does Aot eons6lute a waiver of any of Imperial Bank's rights and remedies
and all trnns and conditions of the Loan Documents remain in full force
We request that prior to recordation of the jurdor lien, that copies of the underlying
documents (notc, deed of trust, etc.) be forwarded to any attention for review.
Please feel free to contact me if you have any questions regarding this matter.
Sirucrely,
Arun A. Poladim 3r.
Vice President
Los Angeles Residential Lending Division
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