HomeMy WebLinkAbout01 TPFA AMEND TO JPA 09... (2)AGENDA REPORT
TPFA NO. 1
09-23-02
MEETING DATE:
TO:
FROM:
SUBJECT:
SEPTEMBER 23, 2002
490-70
HONORABLE MAYOR AND MEMBERS OF CITY COUNCIL, BOARD
OF DIRECTORS OF TUSTIN COMMUNITY REDEVELOPMENT
AGENCY, BOARD OF DIRECTORS OF TUSTIN PUBLIC FINANCING
AUTHORITY ~
WILLIAM A. HUSTON, CITY MANAGER
SPECIAL MEETINGS OF THE TUSTIN CITY COUNCIL, TUSTIN
COMMUNITY REDEVELOPMENT AGENCY, AND TUSTIN PUBLIC
FINANCING AUTHORITY
RECOMMENDATION: Acting as the Tustin City Council, Tustin Community
Redevelopment Agency, and Tustin Public Financing Authority, approve the following:
City Council
.
Resolution No. 02-90 of the City Council of the City of Tustin authorizing the
Execution of an Amendment to the Joint Exercise of Powers Agreement Creating
the Tustin Public Financing Authority.
.
Resolution No. 02-91 of the City Council of the City of Tustin Approving a
Quitclaim Deed from the City to the Tustin Public Financing Authority and
authorizing the City Manager to execute such Quitclaim Deed and to take all
necessary implementing actions.
Community Redevelopment Agency
.
Resolution No. RDA 02-3 of the Board of Directors of the Tustin Community
Redevelopment Agency Authorizing the Execution of an Amendment to the Joint
Exercise of Powers Agreement Creating the Tustin Public Financing Authority.
Tustin Public Financin_g Authority
.
Resolution No. TPFA 02-01 of the Board of Directors of the Tustin Public
Financing Authority Authorizing Acceptance of a Quitclaim Deed, Execution of a
Promissory Note and Deed of Trust, Recordation of the Quitclaim Deed and
Deed of Trust, Delivery of the Promissory Note and copy of the Recorded Deed
of Trust, and authorizing the Executive Director to accept both the Quitclaim
Deed, execute the Promissory Note and Deed of Trust, and to take all necessary
implementing actions.
FISCAL IMPACT: None.
DISCUSSION:
In May of 2002, the City of Tustin ("City") and the Tustin Public Financing Authority
("Authority") entered into the Settlement and Release Agreement with the Santa Ana
Unified School District ("SAUSD") (the "Settlement Agreement"). To secure the City's
obligations under the Settlement Agreement, the Authority (which is a joint powers
authority composed of the City and the Tustin Community Redevelopment Agency)
agreed to secure an irrevocable Standby Letter of Credit in the amount of Sixty Million
Dollars ($60,000,000.00) to be issued to SAUSD. However, if that could not be
accomplished, the Authority agreed in the Settlement Agreement to deliver to SAUSD a
Promissory Note in the amount of Sixty Million Dollars ($60,000,000.00) and a Deed of
Trust for designated properties at MCAS, Tustin. The Authority has not been able to
reach agreement with a bank to secure the Letter of Credit and therefore desires to
provide SAUSD with the Note and Deed of Trust. In order for the Authority to fulfill its
obligation to execute and deliver the Note and Deed of Trust, the property to be secured
by the Deed of Trust must be transferred by the City to the Authority. The City desires
to cooperate with the Authority by providing a Quitclaim Deed for the property to the
Authority (Resolution No. 02-91).
To clarify the powers of the Authority to accomplish its tasks under the Settlement
Agreement, it is proposed that the Joint Powers Agreement that established the
Authority be amended (Resolution No. 02-90). This Amendment will also need to be
approved by the Tustin Community Redevelopment Agency (Resolution No. RDA 02-3).
To comply with the Settlement Agreement, the Authority must accept the Quitclaim
Deed, authorize execution of the Note and Deed of Trust, authorize recordation of the
Quitclaim Deed and Deed of Trust, and authorize delivery of the Note and copy of the
recorded Deed of Trust to SAUSD (Resolution No. TPFA 02-01).
The proposed Deed of Trust is secured by approximately ninety-seven (97) acres
("Secured Property") identified in Section 4.3 and Exhibit F to the Settlement
Agreement. Based upon recent evidence of the sales of comparable property and 2001
land value projections by the City's consultants, the current fair market value of the
Secured Property exceeds Sixty-Seven Million Dollars ($67,000,000.00).
CEQA
The actions are solely to secure financial obligations.
have or could have an effect on the environment.
constitute a "project" under CEQA.
None of the actions proposed will
Accordingly, the actions do not
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RESOLUTION NO. TPFA 02-01
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TUSTIN PUBLIC FINANCING AUTHORITY AUTHORIZING
ACCEPTANCE OF A QUITCLAIM DEED, EXECUTION OF A
PROMISSORY NOTE AND DEED OF TRUST, RECORDATION
OF THE QUITCLAIM DEED AND DEED OF TRUST, AND
DELIVERY OF THE PROMISSORY NOTE AND COPY OF THE
RECORDED DEED OF TRUST; AND AUTHORIZING THE
EXECUTIVE DIRECTOR TO ACCEPT THE QUITCLAIM DEED,
EXECUTE THE PROMISSORY NOTE AND THE DEED OF
TRUST, AND TO TAKE ALL NECESSARY IMPLEMENTING
ACTIONS.
I. The Tustin Public Financing Authority finds as follows:
A. On or about May 8, 2002, the City of Tustin ("City") contracted to acquire
certain property located at the former Marine Corps Air Station ("MCAS") from the Untied
States Government, which property has since been conveyed to the City.
B. On or about May 10, 2002, the City entered into a Settlement and
Release Agreement among the Santa Ana Unified School District ("District"), the City, the
Tustin Local Redevelopment Authority for the U.S. Marine Corps Air Station, Tustin, and the
Tustin Public Financing Authority ("Authority") (hereinafter referred to as the Settlement
Agreement).
C. Pursuant to the Settlement Agreement, the Authority desires to acquire
property from the City and to furnish the District with a Promissory Note in the amount of
Sixty Million Dollars ($60,000,000.00) and a Deed of Trust to secure the Note.
D. The proposed acceptance of the Quitclaim Deed, approval of the
Promissory Note and Deed of Trust, and all other actions contemplated herein are solely to
secure financial obligations and are not a "project" within the meaning of the California
Environmental Quality Act ("CEQA").
~[I. The Tustin Public Financing Authority resolves as follows:
A. That the actions contemplated herein are solely to secure financial
obligations and are not a "project" within the meaning of CEQA.
B. That the Promissory Note and Deed of Trust attached hereto as Exhibit
"A" are approved and that the Chairperson or Vice Chairperson, in the Chairperson's
absence, the Executive Director, and Secretary are authorized to sign the Note and Deed of
Trust.
Tustin Resolution No.
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C. That the Executive Director is authorized to accept the Quitclaim Deed
as shown in Exhibit A of City Council Resolution No. 02-91, cause the recordation of the
Quitclaim Deed and Deed of Trust, and cause delivery of the Promissory Note and copy of
the recorded Deed of Trust to the District, and to take all other implementing actions.
PASSED AND ADOPTED at a special meeting of the Tustin Public Financing
Authority held on the 23rd day of September, 2002.
JEFFERY THOMAS, CHAIRPERSON OR
TRACY WILLS WORLEY, VICE CHAIRPERSON
ATTEST:
PAMELA STOKER
SECRETARY
-2-
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EXHIBIT "A"
(Promissory Note and Deed of Trust)
-4-
[DO NOT DESTROY THIS NOTE: WHEN PAID, THIS NOTE
MUST BE SURRENDERED TO THE TRUSTEE FOR
CANCELLATION BEFORE RECONVEYANCE OF THE DEED
OF TRUST SECURING THIS NOTE WILL BE MADE ]
PROMISSORY NOTE
SECURED BY DEED OF TRUST
$60,000,000.00
Effective Date: September 23, 2002
Tustin, California
For value received, the Tustin Public Financing Authority, a joint powers agency
(the "Authority"), promises to pay to the Santa Ana Unified School District, a political
subdivision of the State of California ("SAUSD"), or order, the principal sum of SIXTY
MILLION DOLLARS ($60,000,000.00) in lawful money of the United States of America,
without set-off, deduction or counterclaim, on the terms and conditions below.
This Note is made pursuant to the Settlement and Release Agreement (the
"Agreement") effective May 31, 2002 (the "Effective Date"), among the City of Tustin, ("City")
the Authority, and the Santa Ana Unified School District ("SAUSD"). The Authority's
obligations hereunder are contingent upon non-payment or incomplete payment by City from the
proceeds of land sales at MCAS-Tustin on the dates specified in paragraphs 3.1, 3.2, and 5.2 of
the Agreement and as set forth below.
Payment Option A: If SAUSD elects to acquire that certain 22 acre parcel of land (the
"SAUSD Parcel"), described in Exhibit "B" to the Agreement by providing the City with
written notice thereof (the "Acceptance Notice") in accordance with paragraph 2.2 of the
Agreement, this Note shall be payable as follows:
o
,
,
If the City fails to pay to SAUSD the sum of Twenty Million Dollars
($20,000,000.00) in full on or before one (1) year from the Effective Date of
the Agreement, or (b) one hundred twenty (120) days after date the
Acceptance Notice is provided to the City, whichever is later, as required by
paragraph 3.1 of the Agreement, then the Authority shall immediately pay to
SAUSD the sum of Twenty Million Dollars ($20,000,000.00);
151846-Promissory Note
If the City fails to pay to SAUSD the further sum of Eighteen Million Dollars
($18,000,000.00) in full within eighteen (18) months from the Effective Date
of the Agreement, or within one hundred twenty (120) days after date the
Acceptance Notice is provided to the City, whichever is later, as required by
paragraph 3.1 of the Agreement, then the Authority shall immediately pay to
SAUSD the additional sum of Eighteen Million Dollars ($18,000,000.00) for a
total of Thirty-Eight Million Dollars ($38,000,000.00), and
If the City conveys fee title to the SAUSD Parcel to SAUSD, and if, within
one (1) year of such conveyance, SAUSD elects to reconvey the SAUSD
Parcel to the City by giving written notice thereof (the "Reconveyance
Notice") to the City, pursuant to paragraph 5.2 of the Agreement, and, not
earlier than one (1) year after providing the Reconveyance Notice, SAUSD
reconveys the SAUSD Parcel to the City, then the Authority shall pay to
SAUSD the further sum of Twenty-Two Million Dollars ($22,000,000.00)
concurrently with such reconveyance. If, however, SAUSD fails to provide
the City with the Reconveyance Notice within one (1) year of the City's
conveyance of the SAUSD Parcel, then the Principal Sum of this Note shall be
reduced by Twenty-Two Million Dollars ($22,000,000.00), such that timely
payment of the amounts set forth in paragraphs 1 and 2 above shall be deemed
to fully satisfy the monetary obligations of the Authority to SAUSD under the
terms of this Note.
Payment Option B: If SAUSD elects not to acquire the SAUSD Parcel and provides the
City with written notice thereof (the "Declination Notice") in accordance with paragraph
2.3 of the Agreement, then this Note shall be payable as follows:
If the City fails to pay to SAUSD the sum of Thirty Eight Million Dollars
($38,000,000.00) in full within one (1) year from the Effective Date of the
Agreement or one hundred twenty (120) days after the Declination Notice is
provided to the City, whichever is later, as required by paragraph 3.2 of the
Agreement, then the Authority shall immediately pay to SAUSD the sum of
Thirty-Eight Million Dollars ($38,000,000.00); and
.
If the City fails to pay to SAUSD the further sum of Twenty-Two Million
Dollars ($22,000,000.00) within twelve (12) months from the date of the
Declination Notice, as required by paragraph 3.2 of the Agreement, then the
Authority shall immediately pay to SAUSD the additional sum of Twenty-
Two Million Dollars ($22,000,000.00) for a total of Sixty Million Dollars
($60,000,000.00).
This Note is secured by a Deed of Trust and Assignment of Rents ("Trust Deed")
dated September 23, 2002, executed by the Authority in favor of SAUSD which encumbers
certain real property received by the Authority from the City within the former Marine Corps Air
Station-Tustin, more particularly described in Exhibit "A" to the Trust Deed, as security for
repayment of the amounts due under this Note (the "Secured Property").
SAUSD shall have the option to declare the entire outstanding balance hereunder
immediately due and payable: (a) if any part of the principal under this Note is not paid by
Authority when due and remains unpaid after a date specified in any notice from SAUSD to the
Authority; (b) if any default under any other instrument securing or executed in connection with
this Note is not cured by a date specified in any notice from the beneficiary thereunder to the
Authority, (c) upon the Authority's sale of the Secured Property; (d) upon the Authority's
abandonment or vacation of the Deed of Trust Property; or (e) upon the Authority's renting or
leasing the Secured Property to any third party.
If any payment of principal under this Note. shall not be made by the date on
which such payment is due, simple interest shall thereafter accrue on the entire outstanding
balance of this Note at an annual rate often percent (10%). SAUSD's imposition or collection of
such interest shall not affect SAUSD's right to collect any other amounts due hereunder, to
declare a default hereunder or under the Trust Deed, or to exercise any other right or remedy of
SAUSD.
The Authority may prepay all or any part of the unpaid balance in advance at any
time without penalty.
The Authority shall make all payments due hereunder, as and when due, to
151846/Tustin/Promissory Note
SAUSD at 1601 East Chestnut Avenue, Santa Ana, California 92701-6322, or at such other
address as SAUSD may, from time to time, designate in writing. All payments made by the City
hereunder shall be applied first to any accrued by unpaid interest, and the remainder to principal.
All persons and entities now or hereafter liable for payment of the principal due
under this Note, or any part thereof, do hereby expressly waive presentment for payment, notice
of dishonor, protest and notice of protest, and agree that the time for the payment of all or any
part of the outstanding balance under this Note may be extended without releasing or otherwise
affecting their liability on this Note or the lien of the Trust Deed or any other security securing
this Note.
Failure by SAUSD to exercise any rights under this Note or the Trust Deed upon
any default by Authority shall not constitute a waiver of such rights in the event of any
subsequent default by Authority.
Notwithstanding anything to the contrary set forth herein, in no event shall the
amounts paid hereunder exceed the highest rate permitted under any usury laws applicable to
SAUSD. If any amounts collected by SAUSD hereunder exceed such rate, said excess amounts
shall be applied to the reduction of the unpaid principal balance under this Note and not to the
payment of interest, or, if such excess amounts exceed the unpaid balance of principal under this
Note, such excess amounts shall be refunded to City.
If any action at law or otherwise is necessary to enforce or interpret the terms of
this Note, the prevailing party shall be entitled to reasonable attorneys', accountants' and experts'
fees, costs and necessary disbursements in addition to any other relief to which that party may be
entitled. As used herein, the term "prevailing party" shall include any party against whom a
cause of action, complaint, cross-complaint, counterclaim, cross-claim, or third party complaint
is voluntarily dismissed with or without prejudice.
TUSTIN PUBLIC FINANCING AUTHORITY
By: By:
Name: Jeffery Thomas
Title: Chairperson (or)
By:
Name: Tracy Wills Worley
Title: Vice Chairperson
ATTEST:
By:
Name: Pamela Stoker
Title: Secretary
Name: William Huston
Title: City Manager of the City of Tustin,
Executive Director
151846/Tustin/Promissory Note
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Ruben A. Smith, Esq.
Alvarado, Smith & Sanchez
4 Park Plaza, Suite 1200
Irvine, California 92614
(Space above line for Recorder's use)
DEED OF TRUST WITH ASSIGNMENT OF RENTS
The undersigned declares that
DOCUMENTARY TRANSFER TAX
is $0.00. This conveyance is to secure
a debt. R & T Code § 11921.
Assessor's Parcel Number:
This Deed of Trust is made September 23, 2002 by the Tustin Public Financing Authority (the
"Authority"), whose address is 300 Centennial Way, Tustin, California 92780 ("Trustor"), and
First American Title Insurance Company, a California Corp. ("Trustee"), whose address is: 2
First American Way, Santa Ana, California 92707, for the benefit of Santa Ana Unified School
District ("Beneficiary"), whose address is 1601 East Chestnut Avenue, Santa Ana, CA 92701.
Grant of ProperS. in Trust. Trustor grants to Trustee in Trust, with Power of Sale, that
property in the City of Tustin, County of Orange, State of California, the legal description of
which is attached hereto as Exhibit "A" and incorporated herein by this reference, together with
the rents, issues and profits thereof, subject, however, to the right, power and authority
hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and
profits for the purpose of securing (a) payment of the sum of Sixty Million Dollars $60,000,000
with interest thereon according to the terms of a promissory note or notes of even date herewith
made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof (the
"Note"), (b) the performance of each agreement of Trustor incorporated by reference or
contained herein, and (c) payment of additional sums and interest thereon which may hereafter be
loaned to Trustor, or Trustor's successors or assigns, when evidenced by a promissory note or
notes reciting that they are secured by this Deed of Trust.
1. Indebtedness Due on Sale of Proper .ty. If Trustor sells, conveys or otherwise transfers
the Property, or any part thereof, or any interest therein, or if Trustor is divested of Trustor's title
or any interest therein in any other manner, whether voluntarily or involuntarily, without the
written consent of Beneficiary being first had and obtained, then Beneficiary shall have the right,
at its option, except as prohibited by law, to declare any indebtedness or obligations secured
hereby (irrespective of the maturity date specified in any note evidencing same), immediately due
and payable.
2. Protection of Security. To protect the security of this Deed of Trust, Trustor agrees to
all of the following:
Deed of Trust doc 151869 clean 6vl
2.1 Condition of Prooer~_. Trustor shall keep the Property in good condition and
repair, including without limitation performing the specific acts required by this Section 3.1 and
refraining from causing or allowing the specific acts prohibited by this Section 3.1. Trustor shall
not remove or demolish any building on the Property. Trustor shall complete or restore promptly
and in good and workmanlike manner any building which may be constructed, damaged or
destroyed on the Property and shall pay when due all claims for labor performed and materials
furnished therefor. Trustor shall comply with all laws affecting the Property or requiring any
alterations or improvements to be made thereon. Trustor shall not commit or permit waste of the
Property. Trustor shall not commit, suffer or permit any act upon the Property in violation of
law. Trustor shall cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from
the character or use of the Property may be reasonably necessary.
2.2 Insurance. Trustor shall provide, maintain and deliver to Beneficiary fire,
casualty and other insurance satisfactory to and with loss payable to Beneficiary. The amount
collected under any fire, casualty or other insurance policy may be applied by Beneficiary upon
any indebtedness secured hereby and in such order as Beneficiary may determine, or at
Beneficiary's option the entire amount so collected or any part thereof may be released to
Trustor. Such application or release shall not cure or waive any default or notice of default
hereunder or invalidate any act done pursuant to such notice.
2.3 Legal Proceedings. Trustor shall appear in and defend any action or proceeding
purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee. Trustor
shall pay all costs and expenses, including cost of evidence of title and attorney's fees in a
reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear,
and in any suit brought by Beneficiary to foreclose this Deed of Trust.
2.4 Taxes. Trustor shall pay, at least ten days before delinquency, all taxes and
assessments affecting the Property (including without limitation assessments on appurtenant
water stock). Trustor shall also pay all encumbrances, charges and liens, with interest, on the
Property or any part thereof, which are or appear to be prior or superior to the lien of this Deed of
Trust, as well as all costs, fees and expenses of the trust created by this Deed of Trust.
2.5 Right to Cure. Should Trustor fail to make any payment or to do any act as
herein provided, then Beneficiary or Trustee may (but without obligation so to do and without
notice to or demand upon Trustor and without releasing Trustor from any obligation hereof);
(a) make or do the same in such manner and to such extent as either Trustee or Beneficiary may
deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter
upon the Property for such purposes; (b)appear in and defend any action or proceeding
purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; (c) pay,
purchase, contest or compromise any encumbrance, charge or lien which in the judgment of
either Trustee or Beneficiary appears to be prior or superior to the lien of this Deed of Trust; and,
(d) in exercising any such powers, pay necessary expenses, employ counsel and pay Trustee's
and/or Beneficiary's reasonable fees.
2.6 Reimbursement of Expenses. Trustor shall pay immediately and without
demand all sums expended by Beneficiary or Trustee pursuant to the terms of this Deed of Trust,
with interest from date of expenditure at the amount allowed by law in effect at the date hereof.
2.7 Cost of Demand {Payoff} Statement. Trustor shall pay the amount required by
Beneficiary for the issuance of any statement provided for by law in effect at the date hereof
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regarding the obligation secured hereby; provided, however, that the amount required by
Beneficiary shall not exceed the maximum allowed by law at the time said statement is
demanded.
3. Assignment of Awards. Any award of damages in connection with any condemnation
for public use of or injury to the Property or any part thereof is hereby assigned and shall be paid
to Beneficiary, who may apply or release such moneys received by Beneficiary in the same
manner and with the same effect as above provided for disposition of proceeds of fire or other
insurance.
4. Acceptance of Payment Does Not Constitute Waiver. By accepting payment of any
sum secured hereby after its due date, Beneficiary does not waive Beneficiary's right either to
require prompt payment when due of all other sums so secured or to declare default for failure so
to pay.
5. Maps~ Easements, Subordination and Partial Reconveyance. At any time or from
time to time, without liability therefor and without notice, upon written request of Beneficiary
and presentation of this Deed of Trust and the Note for endorsement, and without affecting the
personal liability of any person for payment of the indebtedness secured hereby, Trustee may:
(a) reconvey any part of the Property; (b)consent to the making of any map or plat thereof;
(c) join in granting any easement thereon; or (c) join in any extension agreement or any
agreement subordinating the lien or charge hereof.
6. Reconveyance. Upon written request of beneficiary stating that all sums secured hereby
have been paid, and upon surrender of this Deed of Trust and the Note to Trustee for cancellation
and retention or other disposition as Trustee in its sole discretion may choose and upon payment
of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The
recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness
thereof. The Grantee in such reconveyance may be described as "the person or persons legally
entitled thereto."
7. Assignment of Rents. As additional security, Trustor hereby gives to and confers upon
Beneficiary the right, power and authority, during the continuance of the trust created hereby, to
collect the rents, issues and profits of the Property, reserving unto Trustor the right, prior to any
default by Trustor in payment of any indebtedness secured hereby or in performance of any
agreement hereunder, to collect and retain such rents, issues and profits as they become due and
payable. Upon any such default, Beneficiary may at any time without notice, either in person, by
agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any
security for the indebtedness hereby secured, enter upon and take possession of the Property or
any part thereof, in Beneficiary's own name sue for or otherwise collect such rents, issues, and
profits, including those past due and unpaid, and apply the same, less costs and expenses of
operation and collection (including reasonable attomey's fees), upon any indebtedness secured
hereby, and in such order as Beneficiary may determine. The entering upon and taking
possession of the Property, the collection of such rents, issues and profits and the application
thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to such notice.
8. Power of Sale. Upon default by Trustor in payment of any indebtedness secured hereby
or in performance of any agreement hereunder, .Beneficiary may declare all sums secured hereby
immediately due and payable by delivery to Trustee of written declaration of default and demand
151869 clean 3
for sale and of written notice of default and of election to cause the Property to be sold, which
notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this
Deed of Trust, the Note and all documents evidencing expenditures secured hereby. After the
lapse of such time as may then be required by law following the recordation of said notice of
default, and notice of sale having been given as then required by law, Trustee, without demand
on Trustor, shall sell the Property at the time and place fixed by it in said notice of sale, either as
a whole or in separate parcels, and in such order as it may determine, at public auction to the
highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may
postpone the sale of all or any portion of the Property by public announcement at such time and
place of sale, and from time to time thereafter may postpone such sale by public announcement at
the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed
conveying the property so sold, but without any covenant or warranty, express or implied. The
recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof.
Any person, including Trustor, Trustee, or Beneficiary, may purchase at such sale. After
deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of
title in connection with sale, Trustee shall apply the proceeds of sale to payment off (a) all sums
expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by
law in effect-at the date hereof; (b) all other sums then secured hereby; and (c) the remainder, if
any, to the person or persons legally entitled thereto.
9. Successor Trustees. Beneficiary, or any successor in ownership of any indebtedness
secured hereby, may from time to time, by instrument in writing, substitute a successor or
successors to any Trustee named herein or acting hereunder, which instrument, executed by the
Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or
counties where the Property is situated, shall be conclusive proof of proper substitution of such
successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor,
succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name
of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of
Trust is recorded and the name and address of the new Trustee.
10. Successors and Assigns. This Deed applies to, inures to the benefit of, and binds all
parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns.
The term Beneficiary shall mean the owner and holder, including pledgees of the Note, whether
or not named as Beneficiary herein.
11. Acceptance of Trust. Trustee accepts the trust created hereby when this Deed of Trust,
duly executed and acknowledged, is made a public record as provided by law.
12. Notice of Sale. Trustee is not obligated to notify any party hereto of pending sale under
any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee
shall be a party unless brought by Trustee.
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13. Request for Notice. The undersigned Trustor requests that a copy of any notice of
default and any notice of sale hereunder be mailed to Trustor at the following address: 300
Centennial Way, Tustin, California 92780.
"Trustor"
TUSTIN PUBLIC FINANCING AUTHORITY
By:
Name: Jeffery Thomas
Title: Chairman or
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
Attest:
By:
Name:
Title:
Tracy Wills Worley
Vice Chairperson
William A. Huston
Executive Director
Pamela Stoker
Secretary
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , 2002, 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 authorized 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.
151869 clean 5
EXHIBIT "A"
Legal Description of Deed of Trust Property
[Parcel 1 and Parcel 2]
151869 clean 6
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PSOMAS
Legal Description
Exhibit "A"
Parcel 1
Parcel I-D-3 and Parcel I-D-4 in the City of Tustin, County of Orange, State of California,
as described in the document recorded May 14, 2002 as Instrument No. 20020404594 of
Official Records in the office of the .County Recorder of said County, excepting therefrom
that portion lying southeasterly, easterly and northeasterly of the following described line:
Beginning at the northeasterly terminus of that certain course in the generally southeasterly
line of said Parcel I-D-4 being described as "North 29°47'11" East 40.70 feet" thence
North 74o44'39" East 595.55 feet to the beginning of a curve concave southwesterly
having a radius of 2290.07 feet, said curve being concentric with and 120 feet
southwesterly of the generally northeasterly line of said Parcel IoD-4, a radial line to said
beginning of curve bears North 79055'32" East; thence northerly and northwesterly along
said curve 1537.75 feet thoUgh a central angle of 38°28'24"; thence continuing parallel to
said generally northeasterly line North 48032'52" West 807.56 feet; thence
North 49°30'10" West 245.17 feet; thence South 40029'50" West 12.00 feet; thence
North 49°30'10" West 54.88 feet; thence North 48032'53" West 125.33 feet; thence
North 41 °27'07" East 12.00 feet to a line parallel with and 130 feet southwesterly of the
northeasterly line of said Parcel I-D-3; thence parallel with said northeasterly line
North 48°32'53'' West 50.96 feet to the northwesterly line of said Parcel I-D-3.
Also excepting therefrom that portion lying southwesterly of the following described line:
Beginning at the above described Point of Beginning thence North 21 o 16' 15" West
82.64 feet to the beginning of a curve concave southwesterly having a radius of 1354.04
feet; thence northwesterly along said curve 660.46 feet though a central angle of
27°56'50"; thence North 49013'05" West 477.09 feet to the beginning of a curve concave
southwesterly having a radius of 1354.04 feet; thence northwesterly along said curve
Page 1 of 2
M:X2TUS010500~survey\legalsXlegal-loan-pcl-01 .doc
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PSOf, IAS
Legal Description
Exhibit "A"
Parcel 1
·
603.50 feet through a central angle of 25°32'13'"
, thence South 15°14'42" WeSt 12.00 feet
to the beginning of a non-tangent curve concave southerly having a radius of 1342.04 feet,
a radial line though beginning of curve bears North 15°14'42" East, thence westerly along
said curve 178.48 feet though a central angle of 7o37' 12"; thence North 7o37'30'' West
12.00 feet to the beginning of a non-tangent curve concave southerly having a radius of
1354.04 feet, a radial line though said beginning of curve bears North 7°37'30'' West;
thence westerly along said curve 34.27 feet though a central angle of 1 °27'00"; thence
North 83°49'30" East 15.86 feet to the westerly line of said Parcel I-D-3.
Containing 2,055,000 square feet or 47.18 acres, more or less.
As shown on Exhibit "B" attached hereto and by this reference made a part hereof.
Prepared under my supervision
Walter A. Sheek P.L.S. 4838
Expires 9/30/04
M 52TUS010500~survey~legals\legal-loan-pcl-01.doc
Last printed 7/31/02 2:35 PM
Page 2 of 2
EXHIBIT B
....
Une Table : , Curve Table
No. Bearing Distance NC~. ~ Delta Radius I Length
L1 N83'58'12"E 12.06' 04'15'58" 2422.07i 180.34'
"L2 ~ N83'58'10"E 12.00' C2 01'32'25" 1860.05~ 50,00'
L3 N43'38'o7"W 31.73' ""C3 05'31'37" 1872.05] 180.58'
I
I
N48'32'52"W
.... 807-.56L- [ ....
---- · 546.14' ~
·
. · ' POFL P'~\F~'~~~
N48'32'52"W "~ ~ ,~-- 1~D~~
.
· '7.18 Acres '
'~ xL=605.50'
~,1/~,~
NOTAPART ..//___ ' '. , ,
-~o~. '.~,,~°'L ..' '' '
~~' . ~ I '
' o ' i, ' '
· XX I N40'40 0'6"E
.... , "~ ~~~o.oo' ,
~ S49'19'54"E 123~71' ,n~~~
· s49.,9~4~~ ~
-- N49'19'54'~ ~.~4; ~~ -'. -----~~5~'~
. .:
,'"
-.
DESCRIP~: Parcel 1
DRAF~D CHL
P S 0
MCAS TUSTIN
Line Table
No. Bearing Distance
L1 N83'58'12"E 12.06'
"L~3 N83'58'10"E 12.00"
N43'38'o7"W 31.73'
Curve Table I
'No. Delta Radius I Length
C1 04'15'58" 2422.07i 180.34'
C2 01'32'25" 1860.05~ 50,00'
....
C3 05'31'37" 1872.05'I 180.58'
S38' 12'5~
128.21'
S85' 18'51
38.94'
S39'10'31 "W
111.00'
A=29'28'47"
R= 1348.04'
L=693.59'
EXF BIT B
I
POR, I
PARCEL-ND--8 I
NOT A PART '1
I
N41'27'07'E 90'46'4t
N49'30'10'W
245.17'
PARCEL1
· ~ 41 18 Acres
PARCEL
INST, No.
20020404fig4,
0 150' 300'
SCALE: 1"=300'
I
C)
Cu~e Toble
(~ Radius Delto Length
C1 42.00' 16'18'19" 11.95'
C2 58.00' 13'50'56" 14.02'
C3 1336.04' 01'03'49" 24.80'
C4 58.00' 14'09'13"~ 14.33'
C5 42.00' 14'09'13" 10.38
C6 1464.04' 02'52'44' 73.56'
C7 154.65' 12'53'14 34.78'
C8 177.66' 09'12'13' 28.54'
C9 '1201.91 01'12'21' 25.30'
C10 1446.09' 03'19'05' 83.74'
Cll 42.00' 1¢09'13" 10.38'
C12 58.00' 1¢09'13" 14.35' 412..
C13 58.00' 14'09'13" 14.33'
.... C14 42.00' 14'09'13" 10.38'
C15 1354.04' 01'27'00" 34.27'
C16 1342.04'~ 07'37'12"'178.48
C17 1354.04'i 25'32'13"603.50'
BARRANCA
~- ' ~ -"2617.62'--
N49'19'41"W 2645.09'
Z~ = 13'28'48'
R---l:
L=285.39'
s6 4'5_9~_6"_.E_ ....
'--~O)
A= 12'20'31"
R= 1192.34'.
L--256.84'
PARCEL
NOT A PART
N48'32'52"W
-546.14'- .....................
N48'32'52"W '- 807.56' -,~
Distance
i,i
z l;g
¸7'
,36
F-
n
<~
F-
O
Z
I--
W
W
'T'
W
W
s4g'19'54"E 1234.71'
S49'1g'54"E 5282.78'
DESCRIPTION: PARCEL 1
MCAS-TUSTIN
FARMSTRONG AVE.
SHEET 2 OF 2
PSOMAS
3187 Red HI Awm
SCALE 1' = 300'
DRAFTED CHL
CHECKED WA5
DATE JULY, 2002
dOB'
NUMBER 2TUS010500 T2
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PSOIdAS
Legal Description
Exhibit "A"
Parcel 2
Parcel I-D-3 and Parcel I-D-4 in the City of Tustin, County of Orange, State of California,
as described in the document recorded May 14, 2002 as Instna'nent No. 20020404594 of
Official Records in the office of the County Recorder of said County, excepting therefrom
that portion lying northeasterly of the following described line:
Beginning at the northeasterly terminus of that 'certain course in the generally southeasterly
line of said Parcel I-D-4 being described as "North 29°47'11" East 40.70 feet"; thence
North 21 °16'15" West 82.64 feet to the beginning of a curve concave southwesterly having
a radius of 1354.04 feet; thence northerly and northwesterly along said curve 660.46 feet
though a central angle of 27°56'50"; thence North 49o13'05'' West 477.09 feet to the
beginning of a curve concave southwesterly having a radius of 1354.04 feet; thence
northwesterly along said curve 603.50 feet through a central angle of 25°32'13"; thence
South 15o14'42'' West 12.00 feet to the beginning of a non-tangent curve concave
southerly having a radius of 1342.04 feet, a radial line though beginning of curve bears
North 15°14'42'' East; thence westerly along said curve 178.48 feet though a central angle
of 7°37'12"; thence North 7037'30" East 12.00 feet to the beginning of a non-tangent curve
concave southerly having a radius of 1354.04 feet, a radial line though said beginning of
curve bears North 7037'30" West; thence westerly along said curve 34.27 feet though a
central angle of 1 °27'00"; thence North 83o49'30'' West 15.86 feet to the westerly line of
said Parcel I-D-3.
M52TUS010500~survey\legalsXlegaMoan-pel-O2.doc
Last printed 7/31/02 2:07 PM
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PSOMAS
Legal Description
Exhibit "A"
Parcel 2
Containing 2,205,470 square feet or 50.63 acres, more or less.
As shown on Exhibit "B" attached hereto and by this reference made a part hereof.
Prepared under my supervision
Walter A. Sheek P.L.S. 4838'
Expires 9/30/04
M:~2TUS010500ksurvey\legalsXlegal-loan-pel-02.doc
Last printed 7/31/02 2:07 PM
Page 2 of 2
EXHIBIT B
Line Table Curve Table
No, Bearing Distance No. Delta Radiusj Length
L1 N83'58'12"E 12.06' Cl 04'15'58" 2422.07i 180.34'=
L2 N83'58'10"E 12.00' C2 01'32'25". 1860.05
L3 N43'58'O7"W 31.75' C3 05'31'37" I 1872.05't 180.58'i
I
I
N48'52'52"W
....... 807..56L- .................
546.14' ~..---- L--1558.10.'
~u~J ,~),
R~ 1354.04'~
A=25'32'13' . .
L~660.~6' .
.
~1 ~ -
o ~5o' ~o0' ~ '
,
S49'19'54"Ec
~ N49'~9'54"~ ~9.24' ~~ ..... ---~5~'~ ~
,
DRAF~D CHL
P S 0
__ .
Line Table
No, Bearing Distance
L1 N 83'58'12"E 12.06'
L2 N83'58'10"E 12.00'
L3 N43'58'O7"W 31.73'
Curve Table
No. Delta Radius j Length
Cl 04'15'58" 2422.07i 180.34'
C2 01'32'25" 1860.05~ 50.00'
C3 05'31'37" 1872.05't 180.58'
EXHIBIT B
S38' 12'5~
128.21'
S85' 18'51
38.94'
S39' 10'31 "W
111.00'
90'46'4;
A=29'28'47"
R= 1348.04'
L=693.59'
PARCEL 1--:D--,3
JNST, NO,
200204045~94,
0 150' ,300'
SCALE: 1"=300'
A = 13'28'48
R=121
L=285.39'
Curve Toble
(~ Rodius Delto Length
Cl 42.00' 16'18'19" 11.95'
C2 58.00' 13'50'56" 14.02'
C3 1336.04' 01'03'49" 24.80'
C4 58.00' 14'09'13" 14.33'
C5 42.00' 14'09' 13" 10.38
C6 1464.04' 02'52'44, 73.56'
C7 154.65' 12'53'14: 34.78'
C8 177.66' 09'12'13' 28.54'
C9 1201.91 01'12'21 25.30'
C10 1446.09' 03'19'05' 83.74'
Cll 42.00' 14'09'13' 10.38'
C 12 58.00' 14'09' 13" 14.33'
C13 58.00' 14'09'13" 14.33'
C14 42.00' 14'09'13" 10.38'
C15 1354.04' 01'27'00' 34.27'
C16 1342.04' 07'37'1.2': 178.48'
C17 1354:04' 25'32'13': 603.50'
C18 1446.09' 00'37'03' 15.59'
41
/%-- 12'20'31"
R=I 1
L=256.84'
BARRANCA
2617.62' -- ~
N49' 19'41 "W 2645.09'
N48'32'52"W · .. 546.
Une Tgbl~
(~ Beoring Distonce
L1 S04'41 '11 "E 1.44'
L2 S06'$6'35"E 32.98'
,,,
L3 S06' 10'32"W 34.00'
L4 S20' 19'45"W 36.66'
L5 S06' 10'32"W 50.00'
L6 S21'56'30'~/ 31.37'
L7 S28' 19'49"W 55.50'
L8 S40'40'20"W 104.44'
L9 S26'31 '07"W 36.66'
L10 S40'40'20"W 60.00'
L11 S54'49'33"W 36.66'
L12 S40'40'20'W 43.00'"
L13 N83'49'30"W 15.86'
L14 S51'10'31"W 38.18'
, L, 15 NO7'37'30"E PAD 12.00'
L16 S15'14'42"W RAD 12.00'
........ L17S49' 18'24"E 259.57'
L18 N49'19'21 "W 203.87'
w
PARCEL 2
50.65 Acres
-79.36
S49'19'54"E 1234.71 ----
4.53'
S49'19'54"E 5282.78'
FARMSTRONG AVE.
I
DESCRIPTION: PARCEL 2
MCAS-TUSTIN
SHEET 2 OF 2
PSOMAS
31~7 Ild HII Avmue
(7~4)m-Tm
SCALE 1" = 300'
DRAFTED CHL
CHECKED WAS
DATE JULY, 2002
JOB
NUMBER 2TUS010500 T2
I--
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