1993-096-Authorizing The Town Manager To Execute Loan Related Documents With Open Doors AssociatesRESOLUTION 1993 -96
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE
LOAN RELATED DOCUMENTS WITH OPEN DOORS ASSOCIATES
WHEREAS,
A. Open Doors Associates (ODA) must secure permanent financing for
the Open Doors Development;
B. The Town has previously approved two loans for ODA: 1) $300,000
in Community Development Block Grant funds for acquisition and, 2)
$339,250 General Fund fee loan;
C. Mid - Peninsula Housing Coalition has submitted a letter requesting
execution of documents required to secure permanent financing as
follows;
1. Execute Estoppel Certificate and Agreement attached as
Exhibit A.
2. Modification to $300,000 Community Development Block Grant
(CDBG) Deed of Trust attached as Exhibit B.
3. Amendment to $300,000 CDBG and $339,250 General Fund
Promissory Notes in the form attached as Exhibits C1 and C2.
4. Deed of Trust with Assignment of Rents and Rider to New
Deed of Trust in the form attached as Exhibit D.
NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF LOS
GATOS DOES HEREBY RESOLVE AS FOLLOWS: authorize the Town Manager to
execute the attached loan related documents, Exhibits B through E, on behalf of the Town
of Los Gatos.
CS D08: A: \RESOS \CS07693. R96
-1-
PASSED AND ADOPTED at a regular meeting of the Town Council of the
Town of Los Gatos, California, held on the 21st day of June, 1993, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Linda Lubeck
Mayor Joanne Benjamin
NAYES: None.
ABSENT: Patrick O'Laughlin
ABSTAIN: None.
SIGNED:
AYOR OF THE TOW OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST: CC \\
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
CSD08 * \RES0S \CS07693.R96
-2-
EXHIBIT A
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Natalie L. Gubb, Esq.
Gubb & Barshay
44 Montgomery Street
Suite 1300
San Francisco, CA 94104
ESTOPPEL CERTIFICATE AND AGREEMENT
(Town of Los Gatos Notes -- $300,000 and $339,250)
This Estoppel Certificate and Agreement ( "Agreement ") is entered into as of this
day of , 1993 by and between the Town of Los Gatos, a political
subdivision of the State of California (the "Town "), and Open Doors Associates, a California
Limited Partnership (the "Partnership "). The Town has loaned the Partnership $300,000 (the
"Acquisition Loan") and $339,250 (the "Development Loan") which loans were used for land
acquisition and development costs associated with the Partnership's construction of Open Doors
Family Housing (the "Project "). Both the Acquisition Loan and the Development Loan are
evidenced by a Cooperation Agreement by and between the Town and Mid- Peninsula Housing
Coalition, a California nonprofit public benefit corporation ( "MPHC ") and West Valley Open
Doors Corporation, a California nonprofit public benefit corporation dated December 31, 1990,
as amended by a First Amendment to Cooperation Agreement dated November 11, 1991 and
a Second Amendment to Cooperation Agreement, which shall be referred to herein collectively
as the "Cooperation Agreement ". All of MPHC's rights and obligations under the Cooperation
Agreement have been assigned to the Partnership pursuant to an Assignment and Assumption
Agreement by and between MPHC and the Partnership dated June 1, 1992.
The Acquisition Loan is further evidenced by a promissory note dated November 6,
1991 (the 1300,000 Note "), executed by MPHC as Maker, and secured by a deed of trust
recorded in the Official Records of Santa Clara County as Document Number 11166187 (the
1300,000 Deed of Trust "). All of MPHC's rights and obligations under the $300,000 Note
and the $300,000 Deed of Trust have been assigned to the Partnership pursuant to an
Assignment and Assumption Agreement by and between MPHC and the Partnership dated
November 6, 1991. The Development Loan is evidenced by a Promissory Note from the
Partnership dated April 21, 1992 (the 1339,250 Note "), and will be secured by a Deed of
Trust to be executed by the Partnership as Trustor (the 1339,250 Deed of Trust "). The
Acquisition Loan and the Development Loan shall be collectively referred to herein as the
"Loans ". The $300,000 Note and the $339,250 Note shall be collectively referred to herein
as the "Notes ", and the $300,000 Deed of Trust and the $339,250 Deed of Trust shall be
collectively referred to as the 'Deeds of Trust ").
E: \191 \031 \estoppel.tw
6/21/93
In connection with the investment of Mission Housing Investments ( "MHI ") as limited
partner in the Partnership and the funding of MHI's Capital Contributions, the Town has
agreed to execute and deliver this Agreement. The Town is willing to deliver this Agreement
because MHI's capital contributions are essential to the viability of the Project and the
Partnership's ability to perform its obligations under the Cooperation Agreement, the Notes and
the Deeds of Trust. The Town understands that MHI will be relying upon the information and
agreements contained in this Agreement and is a third parry beneficiary hereof.
The Town hereby certifies and agrees as follows:
1. The Cooperation Agreement, the Notes and the Deeds of Trust are in full force
and effect and have not been amended or modified except as provided herein
and except for the modification to the $300,000 Deed of Trust attached hereto
as Exhibit A and the amendments to the Notes attached hereto as Exhibits B and
B -1.
2. The Town has not given any notice of default or notice of termination to the
Partnership that has not been cured, and to the best of the Town's actual
knowledge, no events or circumstances which, with giving of notice or passage
of time, or both, would constitute a default by the Partnership or would allow
the Town to terminate have occurred under the Cooperation Agreement, either
of the Notes or the Deeds of Trust.
3. A copy of any written notice of default under the Cooperation Agreement, the
Notes and/or the Deeds of Trust given to the Partnership by the Town will be
mailed to MHI at the following address:
Mission Housing Investments
18101 Von Karman Avenue, Suite 1700
Irvine, California 92715 -1046
Attn: Real Estate Manager
4. The Town has received satisfactory evidence that Mid - Peninsula Open Doors
Corporation is a tax exempt entity under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.
5. MHI shall have the right to cure any defaults or breaches of the Partnership
under the Cooperation Agreement, the Notes and the Deeds of Trust and the
Town agrees to accept cures tendered by MHI within the cure periods provided
to the Partnership pursuant to the Cooperation Agreement, the Notes and the
Deeds of Trust and this Agreement, as applicable, plus such additional time as
MHI shall reasonably deem necessary to remove the general partner and cure the
default or breach, but in no event in excess of 60 days.
E: \191 \031 \estoppel.tw
6/22/93 2
6. In the event there is a conflict between the terms of this Agreement and the
Cooperation Agreement, the Notes or the Deeds of Trust, this Agreement shall
prevail.
7. The loans from the Town have not been funded with proceeds of bonds on
which the interest is exempt from tax under Section 103 of the Internal Revenue
Code of 1986, as amended (the "Code ") or with the proceeds of federal funds.
8. The admission of MHI or an affiliate thereof to the Partnership as a limited
partner or after the admission of said party, the transfer of its interest to one of
its affiliates, is hereby permitted, notwithstanding anything to the contrary
contained in the Cooperation Agreement, Notes or Deeds of Trust.
9. The removal of the General Partner of the Partnership by MHI pursuant to the
terms of Section 8.3 of the Partnership Agreement will not constitute a default
under the Cooperation Agreement, Notes or Deeds of Trust provided that within
ninety (90) days after the removal of the General Partner, the Partnership shall
have a substitute general partner acceptable to the Town and provided, further,
that this Agreement is not a waiver of any other default that may occur during
such ninety (90) day period.
10. The Town has received from the Partnership and has approved evidence of
insurance coverage.
11. In the event the Town transfers its interest in the Cooperation Agreement, the
Notes, and/or the Deeds of Trust, the Town shall inform any transferee of the
contents of this Agreement.
12. The Town acknowledges that the Partnership has used the funds advanced to it
pursuant to the Notes and Cooperation Agreement for purposes permitted under
the Notes and Cooperation Agreement.
13. The Town acknowledges that, notwithstanding anything in the Cooperation
Agreement to the contrary, the loan from West Valley Open Doors Corporation
to the Partnership referenced in Section 1.A of the Cooperation Agreement is in
the amount of $200,000 and such loan is a senior encumbrance on the Project
to the loan from the Town in the amount of $339,000.
E: \191 \031 \estoppel.tw
6/21/93 3
Executed this day of , 1993
The Town of Los Gatos, a political
subdivision of the State of
California
By:
Its:
E: \191 \031 \estoppel.tw 4
6/21/93
06/24/93 15:32 0415 781 6967 GUBB & BARS&lY -, -. -, MC 9003/003
Consent of Partnership
Open Doors Associates, a California Limited Partnership, hereby consents and agrees
to the preceding Estoppel Certificate and Agreement dated executed by the Town
of Los Gatos, and agrees that in the event of any conflict between the Cooperation Agreement,
Notes or Deeds of Trust and the Agreement, the Agreement shall prevail.
Open Doors Associates, a California
Limited Partnership
By: Mid- Peninsula Open Doors
Corporation, a California nonprofit
public benefit corporation, its
general partner C�
By:_
Its:
2- \191 \031 \estoppel. two 5
6/24/93
STATE OF CALIFORNIA )
)ss.
COUNTY OF 5�-J-,M C «� )
On '�"j ti Z-E . 1993, before me, ) �, "J
_ g—�
personally appeared personally known tome
(or proved to me on the basis of satisfactory evidence) to be the
persons) whose name4,a� is /-a4F-� subscribed to the within
instrument and acknowledged to me that- 4i,/she %t,-ay executed the
same in -]4s /her th ; authorized capacity( -lee), and that by
la4iq�{her /� signature(&& on the instrument the person4-. or the
entity upon behalf of which the person -(se acted, executed the
instrument.
OFFICIALSEAL
PHILIP P. RITTER
n NOTARY PUBLIC- CALIFORNIA
SANTA CLARA COUNTY
MY COMM. EXP. OCT. 11 1994
WITNESS my hand d
STATE OF CALIFORNIA )
)ss.
COUNTY OF
official seal.
On , 1993, before me,
personally appeared , personally known to me
(or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is /are subscribed to the within
instrument and acknowledged to me that he /she /they executed the
same in his /her /their authorized capacity(ies), and that by
his /her /their signature(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
Exhibit A
Modification to $300,000 Deed of Trust
E: \191 \031 \estoppel.tw
6/21/93
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
GUBB & BARSHAY
44 Montgomery Street
Suite 1300
San Francisco, CA 94104
Attn: Natalie Gubb
MODIFICATION TO DEED OF TRUST
This Modification to Deed of Trust is made this day of 1993
by and between Open Doors Associates, a California Limited Partnership ( "Trustor ") and the
Town of Los Gatos, a political subdivision of the State of California ('Beneficiary ").
RECITALS
A. Trustor executed that certain deed of trust, recorded December 16, 1991 in the
Official Records of Santa Clara County as Instrument No. 11166187 (the 'Deed of Trust ") in
favor of Beneficiary to secure, among other things, the obligations of Trustor to Beneficiary
under that certain promissory note in the principal amount of Three Hundred Thousand Dollars
($300,000) given by the Trustor to the Beneficiary.
B. Concurrently herewith Beneficiary has executed an Estoppel Certificate and
Agreement regarding this Deed of Trust and the loan from Beneficiary to Trustor.
C. The parties now desire to modify the Deed of Trust as follows.
NOW, THEREFORE, the Trustor and Beneficiary hereby agree as follows:
1. Provision 2 of the fictitious Deed of Trust shall be modified to read as follows:
To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and
with loss payable to Beneficiary. Notwithstanding anything contained in any of
the documents evidencing the loan from Beneficiary to Trustor, unless
Beneficiary and Trustor otherwise agree in writing, insurance proceeds shall be
applied to restoration or repair of the Property damages, provided Trustor
determines that such restoration or repair is economically feasible and there is
no default continuing beyond the expiration of all applicable cure periods. If
Trustor determines that such restoration or repair is not economically feasible
or if a default exists after expiration of all applicable cure periods, the insurance
proceeds shall be applied to the sums secured by this Deed of Trust, with the
3031 \dotmod.tow
6/21 /9 1
excess, if any, paid to Trustor. In the event funds for such work are insufficient,
Beneficiary may, at its option, advance such additional funds as may be
necessary to allow the Property to be repaired or restored, and may add the
amount thereof to the principal balance of the Note hereby secured. If the
Property is abandoned by Trustor, or if Trustor fails to respond to Beneficiary
within 30 days from the date notice is mailed by Beneficiary to Trustor that the
insurance carrier offers to settle a claim for insurance benefits, Beneficiary is
authorized to collect and apply the insurance proceeds at Beneficiary's option
either to restoration or repair of the Property or to the sums secured by this
Deed of Trust.
2. Provision 6 of the fictitious Deed of Trust shall be modified to read as follows:
The proceeds of any award or claim for damages, direct or consequential, in
connection with a total condemnation or taking of the Property, shall be applied
to the sums secured by this Deed of Trust, with the excess, if any, paid to
Trustor, unless Trustor and Beneficiary otherwise agree in writing. In the event
of a partial condemnation or taking, the proceeds shall be applied to the
restoration or repair of the Property, provided Trustor determines that such
restoration or repair is economically feasible and there is no default continuing
after the expiration of all applicable cure periods. If Trustor determines that
such restoration or repair is not economically feasible or if a default exists after
expiration of all applicable cure periods, the condemnation proceeds shall be
applied to the sums secured by this Deed of Trust, with the excess, if any, paid
to Trustor. In the event funds for such work are insufficient, Beneficiary may,
at its option, advance such additional funds as may be necessary to allow the
Property to be repaired or restored, and may add the amount thereof to the
principal balance of the Note hereby secured. If the Property is abandoned by
Trustor, or if Trustor fails to respond to Beneficiary within 30 days from the
date notice is mailed by Beneficiary to Trustor, Beneficiary is authorized to
collect and apply the condemnation proceeds at Beneficiary's option either to
restoration or repair of the Property or to the sums secured by this Deed of
Trust.
3. The first paragraph of Provision 11 of the fictitious Deed of Trust shall be
modified to read as follows:
That upon default by Trustor in payment of any indebtedness secured hereby or
in the performance of any agreement hereunder, and after receipt of written
notice to Trustor of such default and the failure of Trustor to cure such default
within sixty (60) days thereafter, or such additional time as may be necessary
to cure such default provided Trustor is diligently proceeding to cure such
default, Beneficiary may declare all sums secured hereby immediately due and
payable by delivery to Trustee of written declaration. of default and demand for
031 \dotmod.tow
6/21 /93 2
sale and of written notice of default and of election to cause said property to be
sold, which notice Trustee shall cause to be filed for record. Beneficiary also
shall deposit with Trustee this Deed of Trust, said note and all documents
evidencing expenditures secured hereby.
4. In the event of any conflict between the Deed of Trust and this Modification, this
Modification shall prevail. Trustor and Beneficiary jointly affirm and agree that the Deed of
Trust, as modified herein, secures the full performance of all obligations stated in the Deed of
Trust to be secured thereby, and continues to be effective as a Deed of Trust on the Property
to the full extent of all obligations secured hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Modification
to Deed of Trust as of the day of 1993.
Open Doors Associates, a California Limited Partnership
By: Mid - Peninsula Open Doors Corporation, a California
nonprofit public benefit corporation, its general partner
I:
Town of Los Gatos, a political subdivision
of the State of California
E: \191 \031 \dotmod.tow
6/21/93 3
Exhibits B and B -1
Amendments to Promissory Notes
E: \191 \031 \estoppel.tw
6/21/93
TO PROMISSORY NOTE
This Amendment to Promissory Note (this "Amendment ") is made
this day of , 1993 by and between Open Doors
Associa tes, a California limited partnership ( "ODA ") and the Town
of Los Gatos, a municipal corporation ( "Holder ").
RECITALS
A. On November 6, 1991, Mid - Peninsula Housing Coalition, a
California nonprofit public benefit corporation ( "MPHC ") executed
and delivered to Holder a promissory note in the principal amount
of Three Hundred Thousand Dollars ($300,000) (the "Note "),
evidencing the obligation of MPHC to repay monies loaned to MPHC
from Holder in connection with the development of a 64 -unit
affordable housing project (the "Project ").
B. MPHC, ODA and the Holder entered into an Assignment and
Assumption Agreement dated as of November 6, 1991 (the
"Assignment "), pursuant to which MPHC assigned to ODA, and ODA
assumed from MPHC all of MPHC's rights, interest and obligations
set forth in the Note.
C. ODA and the Holder wish to amend the Note to clarify
its default and cure period provisions.
NOW THEREFORE, in consideration of the mutual covenants and
promises contained herein and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged,
Maker and the Holder agree as follows:
1. Section 6(c) of the Note is deleted and the following
new Section 6(c) is inserted in its place:
"(c) If an event of default shall occur and be
continuing after notice and the expiration of all applicable
cure periods, the Holder may pursue all rights and remedies
available under this Note or as may be otherwise available
to the Holder."
2. Except as modified herein, all other provisions of the
Note shall remain unchanged.
1910A0.P50 -1
04/30/93
IN WITNESS WHEREOF, ODA and the Holder have executed this
Amendment as of the date first written above.
ODA:
Open Doors Associates, a California
limited partnership
By: Mid - Peninsula Open Doors
Corporation, a California nonprofit
public benefit corporation, its
General Partner
By:
Its:
Holder:
The Town of Los Gatos, a municipal
corporation
By:
Its:
1910AO.P50 -2-
04/30/93
AMENDMENT TO PROMISSORY NOTE
This Amendment to Promissory Note (this "Amendment ") is made
this day of , 1993 by and between Open Doors
Associa a California limited partnership ( "Open Doors ") and
the Town of Los Gatos, a municipal corporation (the "Town ").
RECITALS
A. On April 21, 1992, Open Doors executed and delivered to
the Town a promissory note in the principal amount of Three
Hundred Thirty -Nine Thousand Two Hundred Fifty Dollars
($339,250), or such lesser amount as may be disbursed (the
"Note "), evidencing the obligation of Open Doors to repay monies
loaned to Open Doors from the Town for the payment of Traffic
Impact Fees, Planning Fees and Building Permit Taxes in
connection with the development by Open Doors of a 64 -unit
affordable housing project (the "Project ").
B. Open Doors and the Town wish to amend the Note to
require the recording of a Deed of Trust as security for the
Note, to specify that the Note is nonrecourse, and to make other
changes the parties require.
NOW THEREFORE, in consideration of the mutual covenants and
promises contained herein and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Open
Doors and the Town agree as follows:
1. Section 4(c) of the Note is deleted and the following
new Section 4(c) is inserted in its place:
"(c) If an event of default shall occur and be
continuing after notice and the expiration of all applicable
cure periods, the Town may pursue all rights and remedies
available under this Note or as may be otherwise available
to the Town."
2. The following language is hereby inserted after the end
of Section 6 of the Note:
"7. Security. This Note shall be secured by a Deed of
Trust executed by Open Doors in favor of the Town (the "Deed
of Trust ") to be recorded against certain real property
located in the Town of Los Gatos, commonly referred to as
634 West Parr Avenue (the "Property "). The Town agrees that
the Deed of Trust shall be subordinated to the other deeds
of trust to be executed by Open Doors covering the Property
and securing construction, interim and permanent financing
1910AQ.P50 1
04/30/93
for the Project, including but not limited to a construction
loan from Wells Fargo Bank, a permanent loan from the
California Department of Housing and Community Development,
a permanent loan from SAMCO, a loan from the County of Santa
Clara, the Town's other loan to Open Doors in the principal
amount of $300,000, and a loan from West Valley Open Doors;
provided, however, in no event shall the Deed of Trust be
subordinate to loans that at any particular time exceed in
the aggregate $6.5 million. The Town agrees to execute all
documentation necessary to evidence subordinations.
8. Non - Recourse Note. This Note shall be non -
recourse against Open Doors and any successor in interest to
Open Doors."
3. Except as modified herein, all other provisions of the
Note shall remain unchanged.
IN WITNESS WHEREOF, Open Doors and the Town have executed
this Amendment as of the date first written above.
Open Doors:
Open Doors Associates, a California
limited partnership
By: Mid - Peninsula Open Doors
Corporation, a California nonprofit
public benefit corporation, its
General Partner
By:
Its:
Town:
The Town of Los Gatos, a municipal
corporation
By:
Its:
1910AQ.P50 -Z
04/30/93
EXHIBIT B
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
GUBB & BARSHAY
44 Montgomery Street
Suite 1300
San Francisco, CA 94104
Attn: Natalie Gubb
MODIFICATION TO DEED OF TRUST
This Modification to Deed of Trust is made this day of 1993
by and between Open Doors Associates, a California Limited Partnership ( "Trustor ") and the
Town of Los Gatos, a political subdivision of the State of California ('Beneficiary").
RECITALS
A. Trustor executed that certain deed of trust, recorded December 16, 1991 in the
Official Records of Santa Clara County as Instrument No. 11166187 (the "Deed of Trust ") in
favor of Beneficiary to secure, among other things, the obligations of Trustor to Beneficiary
under that certain promissory note in the principal amount of Three Hundred Thousand Dollars
($300,000) given by the Trustor to the Beneficiary.
B. Concurrently herewith Beneficiary has executed an Estoppel Certificate and
Agreement regarding this Deed of Trust and the loan from Beneficiary to Trustor.
C. The parties now desire to modify the Deed of Trust as follows.
NOW, THEREFORE, the Trustor and Beneficiary hereby agree as follows:
1. Provision 2 of the fictitious Deed of Trust shall be modified to read as follows:
To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and
with loss payable to Beneficiary. Notwithstanding anything contained in any of
the documents evidencing the loan from Beneficiary to Trustor, unless
Beneficiary and Trustor otherwise agree in writing, insurance proceeds shall be
applied to restoration or repair of the Property damages, provided Trustor
determines that such restoration or repair is economically feasible and there is
no default continuing beyond the expiration of all applicable cure periods. If
Trustor determines that such restoration or repair is not economically feasible
or if a default exists after expiration of all applicable cure periods, the insurance
proceeds shall be applied to the sums secured by this Deed of Trust, with the
E: \191 \031 \dotm0d.t0w `
6/21/93
excess, if any, paid to Trustor. In the event funds for such work are insufficient,
Beneficiary may, at its option, advance such additional funds as may be
necessary to allow the Property to be repaired or restored, and may add the
amount thereof to the principal balance of the Note hereby secured. If the
Property is abandoned by Trustor, or if Trustor fails to respond to Beneficiary
within 30 days from the date notice is mailed by Beneficiary to Trustor that the
insurance carrier offers to settle a claim for insurance benefits, Beneficiary is
authorized to collect and apply the insurance proceeds at Beneficiary's option
either to restoration or repair of the Property or to the sums secured by this
Deed of Trust.
2. Provision 6 of the fictitious Deed of Trust shall be modified to read as follows:
The proceeds of any award or claim for damages, direct or consequential, in
connection with a total condemnation or taking of the Property, shall be applied
to the sums secured by this Deed of Trust, with the excess, if any, paid to
Trustor, unless Trustor and Beneficiary otherwise agree in writing. In the event
of a partial condemnation or taking, the proceeds shall be applied to the
restoration or repair of the Property, provided Trustor determines that such
restoration or repair is economically feasible and there is no default continuing
after the expiration of all applicable cure periods. If Trustor determines that
such restoration or repair is not economically feasible or if a default exists after
expiration of all applicable cure periods, the condemnation proceeds shall be
applied to the sums secured by this Deed of Trust, with the excess, if any, paid
to Trustor. In the event funds for such work are insufficient, Beneficiary may,
at its option, advance such additional funds as may be necessary to allow the
Property to be repaired or restored, and may add the amount thereof to the
principal balance of the Note hereby secured. If the Property is abandoned by
Trustor, or if Trustor fails to respond to Beneficiary within 30 days from the
date notice is mailed by Beneficiary to Trustor, Beneficiary is authorized to
collect and apply the condemnation proceeds at Beneficiary's option either to
restoration or repair of the Property or to the sums secured by this Deed of
Trust.
3. The first paragraph of Provision 11 of the fictitious Deed of Trust shall be
modified to read as follows:
That upon default by Trustor in payment of any indebtedness secured hereby or
in the performance of any agreement hereunder, and after receipt of written
notice to Trustor of such default and the failure of Trustor to cure such default
within sixty (60) days thereafter, or such additional time as may be necessary
to cure such default provided Trustor is diligently proceeding to cure such
default, Beneficiary may declare all sums secured hereby immediately due and
payable by delivery to Trustee of written declaration of default and demand for
E: \191 \031 \dotOd.tow `
6/21/93 2
sale and of written notice of default and of election to cause said property to be
sold, which notice Trustee shall cause to be filed for record. Beneficiary also
shall deposit with Trustee this Deed of Trust, said note and all documents
evidencing expenditures secured hereby.
4. In the event of any conflict between the Deed of Trust and this Modification, this
Modification shall prevail. Trustor and Beneficiary jointly affirm and agree that the Deed of
Trust, as modified herein, secures the full performance of all obligations stated in the Deed of
Trust to be secured thereby, and continues to be effective as a Deed of Trust on the Property
to the full extent of all obligations secured hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Modification
to Deed of Trust as of the day of 1993.
Open Doors Associates, a California Limited Partnership
By: Mid - Peninsula Open Doors Corporation, a California
nonprofit p lic benefit corporation, its general partner
Y:
Town of Los Gatos, a political subdivision
of the State of California
IC
Its:
E: \191 \031 \dotmod.tow `
6/21/93 3
STATE OF CALIFORNIA )
(� � ��A )ss.
COUNTY OF, G/'LA4 )
On y( c y t 2 � 1993, before me, �%.SaC n E
personally appeared (j , personally known to me 7�
( to be the
person(e whose name( -Y is/are subscribed to the within
instrument and acknowledged to me that tLz /she /they executed the
same in his¢her /t-ke r- authorized capacity(! sT, and that by
hie- /her /thai -r- signature (_s-) on the instrument the person (sue) or the
entity upon behalf of which the person acted, executed the
instrument.
SUSAN E.RUSS... WITNESS my hand and official seal.
3 ¢ �.... � NOTARY PUBLIC 7CALIFCRNU
Santa Clara U'ly p
a „ way^ MY Comm Exmres AU¢ 31.1996 C'+
STATE OF CALIFORNIA )
)ss.
COUNTY OF )
On , 1993, before me,
personally appeared , personally known to me
(or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is /are subscribed to the within
instrument and acknowledged to me that he /she /they executed the
same in his /her /their authorized capacity(ies), and that by
his /her /their signature(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
EXHIBIT C1
AMENDMENT TO PROMISSORY NOTE
This Amendment to Promissory Note (this "Amendment ") is made
this day of , 1993 by and between Open Doors
Assoc a� tes, a California limited partnership ( "ODA ") and the Town
of Los Gatos, a municipal corporation ( "Holder ").
RECITALS
A. On November 6, 1991, Mid - Peninsula Housing Coalition, a
California nonprofit public benefit corporation ("MPHC") executed
and delivered to Holder a promissory note in the principal amount
of Three Hundred Thousand Dollars ($300,000) (the "Note "),
evidencing the obligation of MPHC to repay monies loaned to MPHC
from Holder in connection with the development of a 64 -unit
affordable housing project (the "Project ").
B. MPHC, ODA and the Holder entered into an Assignment and
Assumption Agreement dated as of November 6, 1991 (the
"Assignment "), pursuant to which MPHC assigned to ODA, and ODA
assumed from MPHC all of MPHC's rights, interest and obligations
set forth in the Note.
C. ODA and the Holder wish to amend the Note to clarify
its default and cure period provisions.
NOW THEREFORE, in consideration of the mutual covenants and
promises contained herein and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged,
Maker and the Holder agree as follows:
1. Section 6(c) of the Note is deleted and the following
new Section 6(c) is inserted in its place:
"(c) If an event of default shall occur and be
continuing after notice and the expiration of all applicable
cure periods, the Holder may pursue all rights and remedies
available under this Note or as may be otherwise available
to the Holder."
2. Except as modified herein, all other provisions of the
Note shall remain unchanged.
1910AO.P50 -1-
04/30/93
IN WITNESS WHEREOF, ODA and the Holder have executed this
Amendment as of the date first written above.
ODA:
Open Doors Associates, a California
limited partnership
By: Mid - Peninsula Open Doors
Corporation, a California nonprofit
public benefit corporation, its
General Partner
By:�
Its: Pr'i� iYP�
Holder:
The Town of Los Gatos, a municipal
corporation
By:
Its:
1910AO.P50 -2-
04/30/93
EXHIBIT C2
TO PROMISSORY NOTE
This Amendment to Promissory Note (this "Amendment ") is made
this day of , 1993 by and between Open Doors
Associates a California limited partnership ( "Open Doors ") and
the Town of Los Gatos, a municipal corporation (the "Town ").
RECITALS
A. On April 21, 1992, Open Doors executed and delivered to
the Town a promissory note in the principal amount of Three
Hundred Thirty -Nine Thousand Two Hundred Fifty Dollars
($339,250), or such lesser amount as may be disbursed (the
"Note "), evidencing the obligation of Open Doors to repay monies
loaned to Open Doors from the Town for the payment of Traffic
Impact Fees, Planning Fees and Building Permit Taxes in
connection with the development by Open Doors of a 64 -unit
affordable housing project (the "Project ").
B. Open Doors and the Town wish to amend the Note to
require the recording of a Deed of Trust as security for the
Note, to specify that the Note is nonrecourse, and to make other
changes the parties require.
NOW THEREFORE, in consideration of the mutual covenants and
promises contained herein and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Open
Doors and the Town agree as follows:
1. Section 4(c) of the Note is deleted and the following
new Section 4(c) is inserted in its place:
"(c) If an event of default shall occur and be
continuing after notice and the expiration of all applicable
cure periods, the Town may pursue all rights and remedies
available under this Note or as may be otherwise available
to the Town."
2. The following language is hereby inserted after the end
of Section 6 of the Note:
117. Security. This Note shall be secured by a Deed of
Trust..executed by Open Doors in favor of the Town (the "Deed
of Trust ") to be recorded against certain real property
located in the Town of Los Gatos, commonly referred to as
634 West Parr Avenue (the "Property "). The Town agrees that
the Deed of Trust shall be subordinated to the other deeds
of trust to be executed by Open Doors covering the Property
and securing construction, interim and permanent financing
1910AQ.P50 ' 1'
04/30/93
for the Project, including but not limited to a construction
loan from Wells Fargo Bank, a permanent loan from the
California Department of Housing and Community Development,
a permanent loan from SAMCO, a loan from the County of Santa
Clara, the Town's other loan to Open Doors in the principal
amount of $300,000, and a loan from West Valley Open Doors;
provided, however, in no event shall the Deed of Trust be
subordinate to loans that at any particular time exceed in
the aggregate $6.5 million. The Town agrees to execute all
documentation necessary to evidence subordinations.
8. Non - Recourse Note. This Note shall be non -
recourse against Open Doors and any successor in interest to
Open Doors."
3. Except as modified herein, all other provisions of the
Note shall remain unchanged.
IN WITNESS WHEREOF, Open Doors and the Town have executed
this Amendment as of the date first written above.
Open Doors:
open Doors Associates, a California
limited partnership
By: Mid - Peninsula Open Doors
Corporation, a California nonprofit
public benefit corporation, its
General Pa ne
By: n
Its: _dJletf�Y
Town:
The Town of Los Gatos, a municipal
corporation
By:
Its:
1910AQ.P50 -2-
04/30/93