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1999-732730 ,331 DOC 1999-0732730 NOV O2, 1999 4:47 F'M OFFICIAL RECORDS Recording requested by SAN DIEGO COUNTY RECORDER'S OFFICE First American Title GREGORY J. ~ITH, COUNTY R[OORDER ~ FEES: 0.00 WHEN RECORDED MAIL TO: WAY: 2 CITY OF ENCINITAS III HOUSING AND GRANTS ANALYST 505 S. Vulcan Ave. CA 92024 Encinitas, This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. (Space above this line for Reeorder's use) SECOND DEED OF TRUST WITH ASSIGNMENT OF RENTS This Deed of Trust is made this this 2_9_0 day of Oct. , 1999, by Susan S. Hopwood, Trustee of the Revocable Trust of Susan S. Hopwood, as to an undivided ½ interest and Donald A. Countryman and Leu Ann Countryman, Husband and Wife as ioint tenants as to an undivided ½ interest, as tenants in common, a private, for profit development partnership (the "Borrower), whose business address is 170-1 Jupiter St. Encinitas, CA 92024 , to First Amercian Title Company (the "Trustee"), whose business address is 411 Ivy St., San Diego ,California 92101 in favor of the City of Encinitas, ("City"), whose principal office is at 505 S. Vulcan Ave., Encinitas, California 92024. This Deed of trust is subject and subordinate to: (i) the Deed of Trust, Assignment of Rents and Security Agreement (the "First Deed of Trust") dated as of 10/20 , 1999 made by Borrower for the benefit of Los Padres Savings Bank, which First Deed will be recorded immediately prior to this Deed of Trust and (ii) the other Loan Documents, as defined in the First Deed of Trust. In the event of any conflict with the terms of this Deed of Trust and any of the Loan Documents defined herein, the terms of the First Deed Loan Documents shall control. 1. BORROWER HEREBY IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to Trustee in trust, with power of sale and right of entry and possession, all of Borrower's rights, title and interest now held or hereafter acquired in and to the following: (a) All of that certain real property located in the City of Encinitas, State of California, described in Exhibit A (attached) which Exhibit is incorporated in this Deed of Trust by this reference; and (b) all buildings, and improvements now or hereafter erected thereon, and all appurtenances, easements, and articles of property now or hereafter affixed to, placed upon or used in connection with the property and owned by Borrower or in which Borrower has an interest, together with all additions to, substitutions for, changes in or replacements of the whole or any part of said articles of property (all of which real and personal property are sometimes referred to as the ("Property"); all of which are hereby pledged and assigned, transferred, and set over unto Trustee, and for purposes of this Deed of Trust declared to be part of the realty. 2. BORROWER HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY ASSIGNS to the City all rents, royalties, issues, accounts and profits of or relating to the Property and all of Borrower's interest under all leases, subleases, rental agreements and other contracts and occupancy agreements relating to the use and possession of the property, for the purposes and upon the terms and conditions hereinafter set forth. This assignment is absolute, primary and direct and is not intended to be a separate or secondary pledge, or other form of additional security, and no further act or step is or shall be required of City tn perfect this assignment. Notwithstanding the foregoing, the City confers upon the Borrower a license to collect and retain the rents, issues and profits of the Property as they become due and payable until an Event of Default (hereinafter defined), upon the occurrence of which said license shall be automatically revoked. This assignment shall not impose upon City any duty to cause the Property to produce rents nor shall the City be deemed to be a mortgagee in possession by reason thereof for any purpose. 3. THE ABOVE GRANT, TRANSFER, AND ASSIGNMENTS ARE FOR THE PURPOSE OF SECURING: (a) Payment of the indebtedness of the Borrower evidenced by a promissory note of even date herewith, in the face amount of One-Hundred Seventy-Five Thousand One- Hundred Sixty Dollars ($175,160) (the "Note"), together with interest on such indebtedness according to the terms of such Note, and any and all amendments, modifications, extensions or renewals of the Note and the indebtedness and all other sums becoming due and payable to the City, or Trustee, pursuant to the terms of this Deed of Trust; (b) Payment of such additional indebtedness, when evidenced by a promissory note or notes reciting the same to be secured by this Deed of Trust, together with interest, as the City may advance to Borrower, or its successor in interest, from time to time and payment or performance of such other obligations as the then record owner of the Property may agree to pay or perform when evidenced by a promissory note or other instrument or agreement reciting that it is secured hereby; and (c) Performance and observance of all of the terms, covenants and conditions to be performed or observed by Borrower under any note, Deed of Trust, Development Agreement or other document or agreement relating to the project as described herein and in the HOME Agreement which are incorporated herein and made part of this Deed of Trust. 4. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, BORROWER AGREES: 4.1 Maintenance of the Property. (a) To keep the Property in a decent, safe, sanitary, and tenantable condition and repair and permit no waste thereof; (b) not to commit or suffer to be 6333 done or exist on or about the Property any condition causing the Property to become less valuable; (c) not to construct any buildings and improvements on the Property, other than the buildings and improvements now or hereinafter located on the Property and which are listed in the Development Agreement; (d) to rebuild promptly any buildings or improvements on the Property that may become damaged or be destroyed while subject to the lien of this Deed of Trust; (e) to comply with all applicable laws or governmental regulations affecting the Property or requiring any alteration or improvement thereof, and not to suffer or permit any violations of any such laws, ordinances or governmental regulations, nor of any covenant, condition or restriction affecting the Property; (f) not to initiate or acquiesce in any change in any zoning or other land use or legal classification which affects any of the Property without the City's prior written consent; and (g) not to alter the use of all or any part of the Property without the prior written consent of the City. 4.2 Insurance. To keep the Property insured for full replacement value, with loss payable to the City, against loss or damage by fire and such other hazards, casualties and contingencies from an insurance company licensed and admitted to be transacting business in the State of California require, and to deliver the original of all such policies to the City, together with receipts satisfactory to the City at least thirty (30) days prior to the expiration of existing policies. Neither Trustee nor the City shall by reason of accepting, rejecting, approving or obtaining insurance incur any liability for the existence, nonexistence, form or legal sufficiency of such insurance, or solvency of any insurer for payment of losses. 4.3 Payment of Taxes and Utility Charges. To pay, at least ten (10) days prior to delinquency, all taxes and assessments, both general and special, fines, penalties, levies and charges of every type or nature levied upon or assessed against any part of the Property or upon Trustee's or the City's interest in the Property. 4.4 Escrow Deposits. At City's option and upon its demand, to pay to City on the day upon which installments of interest and/or principal are due under the Note, such amounts as City from time to time estimates as necessary to create and maintain a fund (the "Fund") from which to pay, before the same become due, the next maturing taxes, assessments, levies, charges and insurance premiums on or against the Property. Any excess accumulated in the Fund over the amount required for such purposes shall be held for future use or applied to any indebtedness or obligation hereby secured, or refunded to Borrower, at the City's option; any deficiency shall be made up by Borrower on written demand of City. City shall place the amounts in the Fund in an interest bearing account and shall credit the interest earned on such amounts to the Fund semiannually; provided that upon the Fund's termination any interest amount due shall not be payable sooner than six months from the date of the last payment credited to the Fund. Amounts in the Fund shall be released to Borrower for application to or shall be applied by City to payment of such taxes, assessments, levies, charges and insurance premiums, even though subsequent owners of the Property may benefit thereby; provided, however, that in the event of any default under this Deed of Trust, all or any part of the Fund may be applied to any indebtedness or obligation hereby secured, in such order and manner as City may determine at its option. 6334 Borrower agrees that any conveyance of its interest in the Property shall have the effect of transferring to the grantee of said conveyance all of Borrower's interest in and all its rights to the Fund without further act on the part of Borrower, and that in refunding all or any part of the Fund, City may deal with whoever is represented to be the owner of the Property. The collection by City, pursuant to the terms of this paragraph, of monthly installments to cover taxes, assessments, levies, charges and insurance premiums may be suspended or terminated by City at any time upon written notice sent to the owners of the Property, such collection being solely for the added protection and benefit of City and entailing no responsibility on City other than to apply sums actually received by it and to pay interest on sums held by it as provided in the Deed of Trust. 4.5 Payment andDischarge of Liens. Borrower will pay, when due, all claims of every kind and nature which might or could become a lien on the Property or any part thereof of any kind or nature other than this Deed of Trust; provided, however, that the following are excepted from this prohibition: (a) liens for taxes and assessments which are not delinquent although by law are given the status of a lien, and (b) such of the above claims as are, and only during the time they are, being contested by Borrower in good faith and by appropriate legal proceedings. Borrower shall post security for the payment of these contested claims as may be requested by City. 4.6 Rights of City to Remedy Defaults. If Borrower defaults in payment of any tax, assessment, lien, claim, insurance premium, or any other proper charge in whole or in part, or defaults in the performance of any of the Loan Documents, City at any time and from time to time, with or without notice or demand upon Borrower, may make such payments or perform any such acts required of Borrower, to such extent and in any form or manner deemed expedient by City and pay any other sums, expenses and charges, including attorneys' fees, necessary to protect the Property and the lien of this Deed of Trust, without incurring any obligation so to do or releasing Borrower from any obligations and without waiving or curing any default. City shall be the sole judge of the validity, priority, and amount of any such tax, assessment, lien, premium, claim or charge so paid by it and the necessity for the performance by City of any such obligation which Borrower was required but failed to perform. City, at its option, shall be subrogated to any tax, assessment, lien, premium, claim or charge which it has paid under these provisions and any such subrogation rights shall be additional and cumulative security to those set forth in the Loan Documents. 4.7 Repayment to City. Upon City's payment of any tax, assessment, lien, claim, insurance premium or other charge which Borrower fails to pay or upon City performance of any obligation which Borrower fails to perform, all as set forth in paragraph 4.6 above, the amount so paid or the cost of performing any such obligation, together with other sums paid or incurred by City, including charges, expenses and attorneys' fees thereon from date of payment at the rate of eight percent (8%) per annum, shall be paid by Borrower to City upon written demand. The aggregate of all such amounts, including interest, shall be secured by the lien of this Deed of Trust. 633-5 4.8 Defense of Actions and Payment of Costs. Borrower will appear in and defend all actions and proceedings purporting to affect the property or any right or power of City or Trustee hereunder, provided that City and Trustee, or either of them, may appear in and defend any such action or proceeding and City is authorized to pay, purchase or compromise on behalf of Borrower any lien or claim which in its judgment appears to or purports to affect the security of or to be superior to this Deed of Trust. Borrower will pay on demand all sums so expended and all charges, expenses an attorneys' fees incurred, with interest from the date of expenditure at eight percent (8%) per annum. Borrower shall give City prompt written notice in writing of (a) the assertion of any claim, (b) the filing of an action or proceeding, (e) the occurrence of any damage to any of the Property, (d) any condemnation and (e) any other material nonmonetary default. 5. IT IS MUTUALLY AGREED THAT: 5.1 Awards and Damages. All judgments, awards of damages, settlements and compensation made in connection with or in lieu of (a) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (b) any other injury or damage to all or any part of the Property, are hereby assigned to and shall be paid to City. City is authorized and empowered (but not required) to collect and receive any such sums and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by City may be released to Borrower upon such conditions as City may impose for its disposition. Application of all or any part of the amounts collected and received by City or the release thereof shall not cure or waive any default under this Deed of Trust. 5.2 Sales and Encumbrances Restricted. Borrower shall not make any sale, assignment or conveyance, or transfer in any other form, nor any further pledge, encumbrance or mortgaging, of the Property, or any part thereof or of any of its interest therein, without the prior written approval of the City. 5.3 Sale or Forbearance. No sale of the Property, forbearance on the part of City or extension of the time for payment of the indebtedness hereby secured shall operate to release, discharge, waive, modify, change or affect the liability of Borrower either in whole or in part. 5.4 Late Payment. City's acceptance of late payment of any sum shall not constitute a waiver of its rights to require prompt payment when due of all other indebtedness, or to declare a default for any failure so to pay, or to proceed with foreclosure or sale for any other default then existing. City's acceptance of partial payment of any sum after default shall not cure such default or affect any notice of default unless such notice of default is expressly revoked in writing by City. 5.5 City's Rights to Release. Without affecting the liability of any person fbr payment of any indebtedness hereby secured (other than any person released pursuant hereto), including without limitation, any one or more endorsers or guarantors, and without affecting the lien hereof upon any of the Property not released pursuant hereto, at any time and from time to time without notice: (a) City may, at its sole discretion, (i) release any person now or hereafter liable for payment of any or all such indebtedness, (ii) extend the time for or agree to alter the terms of payment of any or all of such indebtedness, and (iii) release or accept additional security for such indebtedness, or subordinate the lien or charge hereof; and (b) Trustee, acting pursuant to the written request of City, may reconvey all or any part of the Property, consent to the making of any map or plat thereof, join in granting any easement thereon, or join in any such agreement of extension or subordination. 5.6 Reconveyance. Upon written request of City stating that all sums and obligations secured hereby have been discharged, or otherwise as requested in writing by City, and upon surrender of this Deed of Trust and the Note and any additional loan notes to Trustee for cancellation, and upon payment to Trustee of its fees and expense, Trustee shall reconvey, without warranty, the Property or that part thereof then held hereunder. The recitals in any reconveyance shall be conclusive proof of their truthfulness and the grantee in any such reconveyance may be described "as the person or persons legally entitled thereto." When the Property has been fully reconveyed, the last such reconveyance shall operate as a reassignment of all of the rents, royalties, issues, accounts and profits of the Property to the person or persons legally entitled thereto unless such reconveyance expressly provides to the contrary. 5.7 Events of Default. Any one or more of the following events shall constitute a default under this Deed of Trust: (a) Failure of the Borrower to pay the indebtedness secured hereby or any installment thereof, whether principal or interest, payable, whether at maturity or by acceleration or otherwise; or (b) failure of Borrower to observe or to perform any covenant and/or condition to be observed or performed by Borrower pursuant to the Loan Documents. 5.8 Acceleration and Sale. (a) Acceleration. In the event of any default as set forth in paragraph 5.7 above, City, without demand on Borrower, may declare all sums hereby secured immediately due and payable by notice thereof to the Borrower or by executing and recording or by causing the Trustee to execute and record a notice of default and election to cause the Property to be sold to satisfy the obligations secured hereby, or by the commencement of an appropriate action to foreclose this Deed of Trust or by any other appropriate manner; (b) Foreclosure Procedure. Whenever a notice of default and intent to sell is issued pursuant to Civil Code Section 2924, the City will follow the notice and hearing procedures established in Section 7938 Title 25, California Administrative Code in addition to other provisions of law. 5.9 Entry Possession and Receivership. In the event of any default hereunder and irrespective of whether City accelerates the maturity of all indebtedness secured hereby or files a notice of default hereunder, City at any time, without notice of demand or regard to the adequacy of any security for the indebtedness and obligations hereby secured, in person, or by any agent or employee, or by receiver appointed by court, may enter upon and take the possession of the Property or any part thereof and including the fight to rent, lease, operate and maintain any part or all of the Property, and may sue for or otherwise collect and receive all rents, royalties, issues, accounts and profits thereof, including these past due as well as those accruing thereafter. Borrower hereby presently assigns to City, absolutely and regardless of possession of the Property, all rents and other monies now due or hereafter to become due under any lease or agreement or otherwise for the use of occupation of all or any part of the Property, now existing or hereafter made, reserving to Borrower such rents as they become due, but not otherwise. Borrower shall on demand execute such further assignments to City of any or all such leases, agreements, rents or monies as the City may require, and deliver to City a fully executed original of any or all such leases or agreements. City by any agent, employee or receiver, may also take possession of, and for these purposes use, any and all of Borrower's personal property contained in or on the Property and used by Borrower in the operation, rental or leasing thereof or any part thereof. The expense (including, but not limited to, receivers' fees, attorneys' fees and agents' compensation) incurred by City pursuant to the power herein contained shall be secured hereby. City may bring or defend any legal action in connection with the Property, as it may deem proper, and may, from time to time, make all necessary or proper repairs, replacements and alterations to the Property, as it may seem judicious, and may insure and reinsure the same, and may lease the property or any part or parts thereof in such parcels and for such periods and on such terms as it may seem fit, including leases for terms and for terms expiring after the maturity of the indebtedness hereby secured, and may terminate any lease for any case which would entitle Borrower to terminate it. After deducting the expenses of managing and operating the same and all maintenance, repairs, replacements and alterations and all payments which may be made for taxes, assessments, liens, claims, insurance premiums, or other proper charges of the Property or any part and for agents employed by City to manage and operate the Property, City may apply any and all remaining funds to the payments of the indebtedness hereby secured in such order and proportion as City may determine. Neither application of said amounts to such indebtedness nor any other action taken by City under this paragraph shall cure or waive any default hereunder or nullify the affect of any such notice of default or invalidate any act done pursuant to such notice or any cause of action to foreclose this Deed of Trust. The right to enter and take possession of the Property, to manage and operate the same, and to collect the rents, issues and profits thereof, whether by a receiver or otherwise, shall be in addition to any other right to remedy hereunder or afforded by law, and may be exercised concurrently therewith or independently thereof. City shall be liable to account only for such rents, royalties, issues, accounts and profits actually received by it. 5.10 Attorneys' Fees. If Trustee or City shall be made parties to or shall intervene in any action or proceeding affecting the Property or the title thereto or the interest of Trustee or City under this Deed of Trust, or if City employs an attorney (including the Attorney General of the State of California) to collect any or all of the indebtedness hereby secured or to 6338 foreclose this Deed of Trust, or authorizes lrustee to act on its behalf, City shall be reimbursed by Borrower, immediately and without demand, for all reasonable costs, charges and attorneys' fees incurred by them or either of them in any such case whether or not a suit be commenced, and the same, together with interest thereon from the date of payment at the rate of eight percent (8%) per annum, shall be secured hereby as provided in paragraph 4.7. 5.11 Exercise of Remedies; Delay. No exercise of any right or remedy herein contained or provided by law, and no delay by City or Trustee in exercising any such right or remedy hereunder shall operate as a waiver thereof or preclude the exercise thereof during the continuance of any default hereunder. 5.12 Trustee Substitution. The irrevocable power to appoint a substitute trustee or trustees hereunder is hereby expressly granted to City to be exercised at any time hereafter, without specifying any reason therefor by filing for record in the office where this Deed of Trust is recorded a deed of appointment, and said power of appointment of successor trustee or trustees may be exercised as often as and whenever City deems advisable. The exercise of said power of appointment, no matter how often, shall not be deemed an exhaustion thereof, and upon recording of such deed or deeds of appointment, the trustee or trustees so appointed shall thereupon, without further act or deed of conveyance, succeed to and become fully vested with identically the same title and estate in and to the Property hereby conveyed and with all the rights, powers, trusts and duties of the predecessor in the trust hereunder, with the like effect as if originally named as trustee or as one of the trustees. 5.13 Remedies Cumulative. No remedy herein contained or conferred upon City or Trustee is intended to be exclusive of any other remedy or remedies afforded by law or by the terms hereof to the City or Trustee but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. 5.14 Successors, Assigns, Gender, Number. The covenants and agreements herein contained shall bind, and the benefit and advantages shall inure to, the respective heirs, executors, administrators, successors and assigns of the parties. Wherever used, the singular number shall include the plural, and the plural the singular, and the use of any gender shall be applicable to all genders. 5.15 Headings. The headings are inserted only for convenience of reference and in no way define, limit, or describe the scope or intent of this Deed of Tmst, or of any particular provision thereof, or the proper construction thereof. 5.16 Actions on Behalf of City. Except as is otherwise specifically provided herein, whenever any approval, notice, direction, consent, request or other action by City is required or permitted under this Deed of Trust, such action shall be in writing. 5.17 Obligations of Borrower. If more than one person has executed this Deed of Trust as Borrower, the obligations of all such persons hereunder shall be joint and several. 6339 5.18 Miscellaneous Provisions. (a) Beneficiary Statement. City may charge a fee of fifty dollars ($50) for furnishing any statement required by California Civil Code Section 2943. (b) Severability. Ifahy provision of this Deed of Trust shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. (c) Indemnification. Borrower will indemnify and hold City, its officers and agents harmless against any and all losses, claims, demands, penalties and liabilities which City, its officers or agents may sustain or suffer by reason of anything done or omitted in good faith pursuant to or in connection with this Deed or Trust and not assert any claim against City, its officers or agents by reason of any action so taken or omitted. Borrower shall, at Borrower's expense, defend, indemnify, save and hold expenses, damages (general, punitive or otherwise), causes of action (whether legal or equitable in nature) asserted by any person; firm, corporation or other entity arising out of this Deed of Trust and Borrower shall pay City upon demand all claims, judgments, damages, losses or expenses (including reasonable legal expense) incurred by City as a result of any legal action arising out of this Deed of Trust. (d) Offset. Borrower shall not under any circumstances fail or delay to perform (or resist the enforcement of) any of its obligations to City in connection with this Deed of Trust or any other contract, note or instrument executed by Borrower in favor of City because of any indebtedness or obligation of City which has not been confirmed in a final judgment of a court of competent jurisdiction (sustained on appeal, if any) against City, and Borrower hereby waives any such rights of set-off (or offset) which it might otherwise have with respect to any such claims or causes of action against City or any such obligations or indebtedness of City, unless and until such fight of set-off (or offset) is confirmed and liquidated by such final judgment. Borrower further waives any right which it might otherwise have (if any) to require a marshalling of any security of the City or to direct the order in which City pursues its fights or remedies with respect to any of its security. 6340 IN WITNESS WHEREOF, Borrower has executed this Deed of Trust on the day and year set forth above. If a mailing address is set forth opposite its signature below, and not otherwise, the Borrower shall be deemed to have requested that a copy of any notice of default and of any notice of sale hereunder be mailed to it at such address. MAILING ADDRESS FOR NOTICES To Borrower: SIGNATURE OF BORROWER DOnl,0_i Jupiter st.C°untryman / .A~,~'.~___ ,..X~/~//~.,~/~-t~ Sue Hopwood By: _ Encinitas, CA 92024 SIGNATU~ OF BO~OWER ~I~T~ O~ ~0~0~ To Beneficiary: SIGNATURE OF BENEFICIARY City of Encinitas 505 S. Vulcan Ave, B Encinitas, CA 92024 Robert T. Acker, Interim City Manager ATTACH ACKNOWLEDGEMENTS HERE cALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ~ Count of ss. OnC'~"~. ~D~ [~? ,beforeme, ~,-~ (,g personally appeared ~}qJ2~O[~ ~. [] personally known to me ~vidProved to me on the basis of satisfactory ence to be the person(s) whose name(s) is/are ~--~ .... subscribed to the within instrument and R. $. ~,~,,='~"~-- L acknowledged to me that he/she/they executed '~ ~-¢¢'~'~..4_~,~[ Commission ~ ] 154879 ! the same in his/her/their authorized ~ ~ No~ory Pu~ic-CQlifomIo ~ capacity(les), and that by his/her/their J ,~.~y San Oiegc Count, ~ signature(s) on the instrument the person(s), or I "~"~i~ MyC°mmExPi'esSe¢'8,2001 ~11 the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. PJace Notary Seal Above Signature of Notary Public OPTIONAL Though the information 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: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: [] individual [] Corporate Officer -- Title(s): Top of thumb here [] Partner-- [] Limited [] General [] Attorney in Fact [] Trustee [] Guardian or Conservator [] Other: Signer Is Representing: © 1997 National Notary Association · 9350 De So o Ave, P O BOX 2402 · Chatsworth, CA 91313-2402 Prod NO. 5907 Reorder: Call Tol~-Free 1-800 876-6827 ALL-PURPOSE ACKNOWLEDGEMENT State of California ) ) SS. County of San Diego ) On October 11, 1999, before me, Patricia Drew, Notary Public, appeared Robert T. Acker, personally known to me 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, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal , {~ NOTARY I~BUC-CALI~O~I~A My Commission Expires June 22, 2001 SEAL pd\misc\ack. LW 6343 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS: LOTS 7 AND 8 IN BLOCK 17 OF ENCINITAS, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 148, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 12, 1883. EXCEPTING THEREFROM THE SOUTHERLY 45 FEET OF LOT 8. ( 344 State of California County of San Mateo On %o--Z~-%q%~ before me, the undersigned, a Notary Public in and for said State, personally appeared ,personally known to me (ct p~.-cd t~ .= ~ th~ Lo~is of satisfactc~y _~.~ider_ce)to be the person~ whose name(~ is/~e subscribed to the within instru~nent and acknowlec~ed to m~ that ~e/she/th~ executed the sar~ in ~/her/th~r authorized capacity{i~), and that by ~s/her/th~r signatureO~ on the instru~nent the person(~, or the entity upon behalf of which the person(~ acted, executed the instrlroent. WITNESS my hand and official seal. UiP~ ~OTA~V / Name Danelle Crump