HomeMy WebLinkAboutReso 50-06 Resale Restriction Agreement Revisions
RESOLUTION NO. 50 - 06
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
. . . . $ * * * * * * * * * * * .
APPROVING A REVISED FORM OF RESALE RESTRICTION AND OPTION TO PURCHASE
AGREEMENT (INCLUDING AN ACCOMPANYING PERFORMANCE DEED OF TRUST)
TO RESTRICT THE SALE AND REFINANCE OF OWNERSHIP INCLUSIONARY UNITS,
AND AUTHORIZING CHANGE TO THE "LAYPERSON'S GUIDE TO THE INCLUSIONARY
ZONING ORDINANCE REGULATIONS" TO REFLECT THE CHANGES TO THE RESALE
RESTRJCTION AGREEMENT AND OPTION TO PURCHASE (INCLUDING THE
ACCOMPANYING PERFORMANCE DEED OF TRUST)
WHEREAS, the City's Inclusionary Zoning Regulations (Dublin Municipal Code, Chapter 8.68)
require developers to construct Inclusionary Units affordable to lower-income households; and
WHEREAS, it is necessary that sales of Inclusionary Units be restricted in a manner that ensures
the unit's affordability for the unit's useful life; and
WHEREAS, the Regulations set the standard affordability period for the Inclusionary Units at 55
years; and
WHEREAS, the Inclusionary Zoning Regulations authorize the City Manager to execute resale
agreements that restrict sales ofInclusionary Units so long as the documents are consistent with a City
Council-adopted form set of agreements; and
WHEREAS, by Resolution 2-03, the City Council approved the use of a form Resale Restriction
and Option to Purchase Agreement on January 7, 2006, and
WHEREAS, Staff has suggested certain revisions to the Resale Restriction and Option to
Purchase Agreement including the use of a Performance Deed of Trust, which are attached hereto as
Exhibit A and Exhibit B, respectively, to ensure that owner refinancing does not impact the City's
interest in the Inc1usionary Unit; and
WHEREAS, the City of Dublin adopted an "Layperson's Guide to the Inclusionary Zoning
Ordinance Regulations" to clarifY the Zoning Ordinance; and
WHEREAS, the revised Resale Restriction and Option to Purchase Agreement and Performance
Deed of Trust should be incorporated imo the procedures in the "Layperson's Guide to the Inclusionary
Zoning Ordinance Regulations"
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin:
1 Adopts the attached Resale Restriction Option to Purchase Agreement (Exhibit A) and
accompanying Performance Deed of Trust (Exhibit B) as the "City Council-adopted form
agreement" pursuant to section 8 68 050.A ofthe Dublin Municipal Code as the mechanism to
ensure the affordability offor-sale Inclusionary Units under the Inc1usionary Zoning Ordinance.
Reso No, 50-06, Adopted 4/18/06, Item 7 1
Page I of2
2, Approves the confonning changes to the "Layperson's Guide to the Inclusionary Zoning
Ordinance Regulations."
3 Authorizes the City Manager to enter into such agreements with purchasers and subsequent
purchasers off or-sale Inc1usionary Units.
PASSED, APPROVED AND ADOPTED this 18th day of April, 2006, by the follOWIng vote:
A YES Councilmembers Hildenbrand, McCormick, Oravetz and Zika, and Mayor Lockhart
NOES None
ABSENT None
ABSTAIN None
A TrEST:
(!flhc l t w-
Deputy City Clerk
Reso No. 50-06, Adopted 4/1 K/06. Item 7 1
Page 2 of2
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY OF DUBLIN,
100 Civic Plaza
Dublin, California 94568
Attn: City Clerk
To be recorded without fee,
(GOY Code.!i!i 6103 and 27383.)
(Space Above This ~Ine For Reoorde"s Use Only)
RESALE RESTRICTION AGREEMENT
AND OPTION TO PURCHASE
Owner'
Property Address:
Dublin, California
Name of Development:
This RESALE RESTRICTION AGREEMENT AND OPTION TO PURCHASE
("Agreement") is entered into by and between the CITY OF DUBLIN, a California municipal
corporation (the "City") and ("Owner")
regarding certain improved real property which is more particularly described in Exhibit A
attached hereto and incorporated herein and commonly known as
, Dublin, CA, (the "Property") effective as of , 20
("Effective Date"). City and Owner are hereinafter collectively referred to as the "Parties."
RECITALS
A. The City has Inclusionary Zoning Regulations (Dubiin Municipal Code Chapter
8.68) (the "Regulations") that require developers of rental and ownership housing to
construct within their projects units that are affordable to very low-, low-, and moderate-
income households ("the Program"). To further its goal of creating affordable home
ownership opportunities for very low-, low-, and moderate-income persons and families, the
City has initiated a program for the sale of some homes at a price below their market rate
("Program"). Pursuant to the Program, developers of housing developments agree to set
aside a certain number of units for purchase or rent, as applicable, by very low-, low-, and
moderate-income persons and families, as defined herein.
B Owner is an eligible [very low-, low- or moderate-]income purchaser under the
Program, intends to live in the Property as an owner occupant, and agrees to maintain the
Property as Owner's principal residence
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C In order to maintain and preserve the Property as housing affordable to eligible
[very low-, low-, or moderate-]income purchasers, it is necessary to restrict the use and
resale of the Property through imposition of the occupancy and resale restrictions set forth
herein. These restrictions are intended to prevent initial and subsequent purchasers from
using the Property for purposes incompatible with the Program and realizing unwarranted
gains from sales of the Property at unrestricted prices, The terms and conditions of this
Agreement are intended to provide the necessary occupancy and resale restrictions to
ensure that the Property is used, maintained, and preserved as housing affordable to
eligible [very low-, low-, or moderate-]income purchasers. To further serve the purposes of
the Program, it is necessary that the City be granted an option to purchase the property so
that the property may be resold by the City to an eligible household.
D. The Property constitutes a valuable community resource by providing decent,
safe, and sanitary housing to persons and families of [very low, low, or moderate] income
who otherwise would be unable to afford such housing. To protect and preserve this
resource it is necessary, proper, and in the public interest for the City to administer
occupancy and resale controls consistent with the Program and the Regulations by means
of this Agreement.
AGREEMENT
NOW. THEREFORE, in consideration of the substantial economic benefits inuring to
Owner and the public purposes to be achieved under the Program, Owner and City hereby
agree as follows:
1 Definitions.
a. "Affordable Unit Cost" shall be as defined in the Regulations, as follows:
"Owner-occupied units are deemed affordable units if the sales price results
in annual housing expenses that do not exceed 35% of income level for very-Iow-.
low-, and moderate-income households, adjusted for household size and as defined
below For very low-income owner occupied units, the unit shall be deemed an
affordable unit if the sales price results in annual housing expenses that do not
exceed 35% of the maximum in the very low-income level. adjusted for household
size and as defined below"
b. "Area [Very Low, Low, or Moderate] Income for Alameda County" means
those income and eligibility levels determined, updated, and published each year by the
California Department of Housing and Community Development, based on Alameda County
median income levels, adjusted for household size.
c. "Persons and families of [very low, low, or moderate] income" means
persons and families whose income does not exceed [fifty percent (50%): eighty percent
(80%); or one hundred twenty percent (120%)] of the Area Median Income for Alameda
County, as adjusted for household size.
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Form Revised April 18, 2006
d. Persons and families meeting the definition set forth in Paragraph 1.b
above shall be referred to as "Eligible Households."
2. Program Requirements.
a. Affordability Restrictions. Owner hereby covenants and agrees that
during the term of this Agreement all of the requirements and restrictions of this Agreement
shall apply, and the Property shall be sold or otherwise transferred only pursuant to the
terms and conditions of this Agreement and only to (i) Eligible Households at a price not to
exceed the Adjusted Resale Price, as defined in Paragraph 5, (ii) the City pursuant to
Paragraph 3, or (iii) a pennitted transferee pursuant to Paragraph 9.
b. Disclosure. DURING THE TERM OF THIS AGREEMENT THERE
SHALL BE NO SALE OR OTHER TRANSFER OF THE PROPERTY WITHOUT THE
WRITTEN CERTIFICATION BY THE CITY THAT THE TRANSFEREE QUALIFIES AS AN
ELIGIBLE HOUSEHOLD AND THAT THE PROPERTY IS BEING TRANSFERRED AT A
PRICE NOT TO EXCEED THE ADJUSTED RESALE PRICE, WHICH IS CAPPED AT THE
AFFORDABLE UNIT COST AS DEFINED IN PARAGRAPH 1.a. ANY SALE OR OTHER
TRANSFER OF THE PROPERTY IN VIOLATION OF THIS COVENANT SHALL BE
VOIDABLE BY THE CITY
c. Principal Residence Requirement. OWNER COVENANTS AND
AGREES THAT HE/SHE/THEY SHALL OCCUPY THE PROPERTY AS HIS/HER/THEIR
PRINCIPAL RESIDENCE FOR THE DURATION OF HIS/HER/THEIR OWNERSHIP AND
SHALL NOT RENT OR LEASE THE PROPERTY OR PORTION THEREOF DURING THE
TERM OF THIS AGREEMENT WITHOUT PRIOR WRITTEN APPROVAL OF CITY.
Without limiting the generality of the foregoing, any absence from the Property by Owner for
a period of ninety (90) or more days shall be deemed an abandonment of the Property as
the principal residence of Owner in violation of the conditions of this Paragraph. Upon
request by the City made from time to time, the Owner of the Property shall submit an
affidavit to the City certifying that the Property is the Owner's principal residence and
provide such documents and other evidence as may be requested to verify Owner's
compliance with this requirement. Abandonment of the Property shall constitute an Option
Event (as defined in Paragraph 3,c below) and shall entitle the City to exercise its Option to
purchase the Property
3. Option to Purchase.
a. Grant of Option to Purchase. Owner hereby grants to the City an option
("Option") to purchase all of Owner's right, title and interest in and to the Property upon the
occurrence of an Option Event (defined in Paragraph 3.c below), subject to the terms and
conditions contained herein.
b Assignment of the Option. The City may assign the Option to another
government entity, a non-profit affordable housing provider or a person or famiiy that
qualifies as an Eligible Household. The City's assignment of the Option shall not extend
any time limits contained herein with respect to the exercise period of the Option or the
period within which the Property must be purchased
790277,:2
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Form Revised April 18, 2006
c. Events Giving Rise to Right to Exercise Option. The City shall have
the right to exercise its Option upon the occurrence of any of the following events (each, an
"Option Event"):
i. Receipt of a Notice of Intent to Transfer (defined in Paragraph
3.d.i below);
ii. Any actual, attempted or pending sale, conveyance, transfer,
lease or other attempted disposition of the Property or of any estate or interest therein,
except as provided in Paragraph 10 below;
iii. Any actual, attempted or pending encumbrance of the Property,
including without limitation by way of mortgage or deed of trust, or by judgment, mechanics,
tax or other lien, except as provided in Paragraph 9 below;
iv Recordation of a notice of default and/or notice of sale pursuant
to California Civil Code section 2924 (or successor provisions) under any deed of trust or
mortgage with a power of sale encumbering the Property;
v Commencement of a judicial foreclosure proceeding regarding
the Property;
VI. Execution by Owner of any deed in lieu of foreclosure
transferring ownership of the Property;
vii. Commencement of a proceeding or action in bankruptcy,
whether voluntary or involuntary, pursuant to Title 11 of the United States Code or other
bankruptcy statute, or any other insolvency, reorganization, arrangement, assignment for
the benefit of creditors, receivership or trusteeship, concerning the Owner; or
viii Any violation by Owner of any provision of this Agreement
including, without limitation, the conditions set forth in Paragraph 2 above.
d. Method of Exercising the Option.
I. Notice of Intent to Transfer If Owner desires to sell, convey,
transfer (other than pursuant to Paragraph 9 below), lease, encumber (other than pursuant
to Paragraph 10 below) or otherwise dispose of the Property or of any estate or interest
therein, no less than 45 days prior to the date of such proposed sale, conveyance, transfer,
lease, encumbrance or disposition, Owner shall notify City in writing to that effect (the
"Notice of Intent to Transfer"). The Notice of Intent to Transfer shall be in substantially the
form attached hereto as Exhibit B. In the case of a proposed sale of the Property to an
identified prospective purchaser, the Owner shall submit to the City, together with the Notice
of Intent to Transfer, a copy of the prospective purchaser's income certification, a list of all
assets owned by the prospective purchaser, and other financial information reasonably
requested by City, in a form approved by the City, along with the income certification to be
provided to any lender making a loan to the prospective purchaser The City may require
documentation evidencing and supporting the income and other financial information
contained in the certifications.
790277.2
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Form Revised April 18, 2006
ii. Notice of Exercise. Upon the occurrence of any Option Event,
the City may exercise its Option by delivering notice, pursuant to Paragraph 17 and within
the time period specified in Paragraph 3.d.iv, to Owner of City's intent to exercise such
Option pursuant to the terms of this Agreement ("Notice of Exercise"). The Notice of
Exercise may be in the form attached hereto and incorporated herein as Exhibit C, or in
such other form as the City may from time to time adopt. If the Option Event relates to the
potential foreclosure of a mortgage under Paragraphs 3.c.iv, 3.c.v, or 3.c.vi, then the City
shall also deliver the Notice of Exercise to the mortgagee or beneficiary under such
mortgage, at such mortgagee's or beneficiary's address of record in the Office of the
Recorder of Alameda County.
iii. Notice of Consent to Transfer If the City does not exercise
the Option, it may give its consent to the occurrence of the Option Event ("Consent to
Transfer"). If the Option Event involves a proposed sale of the Property to a prospective
purchaser, the City's consent shall be conditioned upon (i) the proposed purchaser's
qualification as an Eligible Household; (ii) the sale of the Property at a price not to exceed
the Adjusted Resale Price; (iii) the proposed purchaser's execution of a Disclosure
Statement in the form attached hereto as Exhibit F or such other form or forms as may be
promulgated by the City; (iv) the proposed purchaser's assumption of Owner's duties and
obligations under this Agreement pursuant to a written assumption agreement in a form
acceptable to City, or execution of an agreement substantially similar to this Agreement,
within thirty (30) days after the Consent to Transfer has been delivered to Owner and
recordation of such assumption agreement or substitute agreement; and (v) the proposed
purchaser's execution of a Performance Deed of Trust in the form attached hereto as
Exhibit G SELLER SHALL PAY REAL ESTATE COMMISSIONS, IF ANY, WHICH SHALL
NOT TO EXCEED 6% OF THE ACTUAL SALES PRICE. If the prospective purchaser (i)
fails to qualify as an Eligible Household, (ii) fails to execute and deliver the Disclosure
Statement to the City, (iii) fails to execute and deliver to the City an assumption agreement
or an agreement substantially similar to this Agreement within such thirty (30) day period, or
(iv) fails to execute and deliver to the City a Performance Deed of Trust in the form attached
hereto as Exhibit G, then the Consent to Transfer shall expire and the City may, at its
option, either notify Owner of the disqualification, thereby entitling Owner to locate another
purchaser who qualifies as Eligible Household, or exercise the Option, as if no Consent to
Transfer had been delivered
iv Time Period for Notice. The City shall deliver a Consent to
Transfer, if applicable, not later than thirty (30) days after the date that it receives
notification of an Option Event. The City shall deliver a Notice of Exercise, if applicable, on
or before the date which is the later to occur of the following: (i) thirty (30) days after the
date that the City receives notification of an Option Event or (ii) fifteen (15) days after a
Consent to Transfer has expired. For purposes of computing commencement of the
delivery periods, the City shall be deemed to have received notification of an Option Event
on the date of delivery of a Notice of Intent to Transfer, pursuant to the terms of Paragraph
17 below or on the date it actually receives notice of default, summons and complaint or
other pleading, or other writing specifically stating that an Option Event has occurred. The
City shall have no obligation to deliver a Notice of Exercise or Consent to Transfer, and the
applicable time period for exercise of the Option shall not commence to run, unless and untii
the City has received notification of an Option Event in the manner specified in this
subparagraph. If there is a stay or injunction imposed by court order precluding the City
790277.2
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Form Revised April 18, 2006
from delivering its Consent to Transfer or Notice of Exercise within the applicable time
period, then the running of such period shall cease until such time as the stay is lifted or the
injunction is dissolved and the City has been given written notice thereof, at which time the
period for delivery of a Consent to Transfer or Notice of Exercise shall again begin to run.
v Notice of Abandonment. If the City fails to deliver a Notice of
Exercise or Consent to Transfer within the time periods set forth in Paragraph 3.d.iv, upon
request by Owner, the City shall cause to be filed for recordation in the Office of the
Recorder of Alameda County, a notice of abandonment, which shall declare that the
provisions of the Option are no longer applicable to the Property Unless Owner requests
recordation of notice of abandonment within 30 days of the City's failure to deliver Notice of
Exercise or Consent to Transfer, the City shall have no obligation to record the notice of
abandonment. Upon recordation of a notice of abandonment, the Option shall terminate
and have no further force and effect. If the City fails to record a notice of abandonment, the
sole remedy of Owner shall be to obtain a judicial order instructing prompt recordation of
such a notice.
vi. Right to Reinstatement. If the Option Event is the recordation
of a notice of default, then the City shall be deemed to be Owner's successor in interest
under California Civil Code Section 2924(c) (or successor section) solely for purposes of
reinstatement of any mortgage on the Property that has led to the recordation of the notice
of default. As Owner's deemed successor in interest, the City shall be entitled to pay all
amounts of principal, interest, taxes, assessments, homeowners' association fees,
insurance premiums, advances, costs, attorneys' fees and expenses required to cure the
default. If the City exercises the Option, then any and all amounts paid by the City pursuant
to this Paragraph shall be treated as Adjustments to the Base Resale Price for the Property,
as defined in Paragraph 5 below
vii. Inspection of Property After receiving a Notice of Intent to
transfer or delivering a Notice of Exercise, the City shall be entitled to inspect the Property
one or more times prior to the close of escrow to determine the amount of any Adjustments
to the Base Resale Price. Before inspecting the Property, the City shall give Owner not less
than forty-eight (48) hours written notice of the date, time and expected duration of the
inspection. The inspection shall be conducted between the hours of 9:00 a.m and 5'00
p,m., Monday through Friday, excluding court holidays, unless the parties mutually agree in
writing to another date and time. Owner shall make the Property available for inspection on
the date and at the time specified in the City's request for inspection,
viii. Escrow Promptly after delivering a Notice of Exercise, the
City shall open an escrow account for its purchase of the Property. Close of escrow shall
take place on such date which is the later to occur of the following, (a) sixty (60) days after a
Notice of Exercise has been delivered, or (b) ten (10) days after Owner has performed all
acts and executed all documents required for close of escrow Prior to the close of escrow,
the City shall deposit into escrow with a title company of City's choosing, the Adjusted
Resale Price as defined in Paragraph 5 below and all escrow fees and closing costs to be
paid by City Commissions (not to exceed 6% of the actual sales price), closing costs and
title insurance shall be paid pursuant to the custom and practice in the County of Alameda
at the time of the opening of escrow, or as may otherwise be provided by mutual
790277 ,2
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Form Revised April 18, 2006
agreement. Owner agrees to perform all acts and execute all documents reasonably
necessary to effectuate the close of escrow and transfer of the Property to the City
ix. Proceeds of Escrow; Removal of Exceptions to Title. Prior
to close of escrow, Owner shall cause the removal of all exceptions to title to the Property
that were recorded after the Effective Date with the exception of (i) taxes for the fiscal year
in which the escrow for this transaction closes, which taxes shall be prorated as between
Owner and City as of the date of close of escrow; (ii) quasi-public utility, public alley, public
street easements, and rights of way of record, and (iii) such other liens, encumbrances,
reservations and restrictions as may be approved in writing by City ("Permitted
Exceptions").
The purchase price deposited into escrow by the City shall be applied first to the
payment of any and all Permitted Encumbrances (as defined in Paragraph 10) recorded
against the Property in order of lien priority, and thereafter to the payment of Owner's share
of escrow fees and closing costs. Any amounts remaining after the purchase price has
been so applied, if any, shall be paid to Owner upon the close of escrow If the purchase
price is insufficient to satisfy all liens and encumbrances recorded against the Property, the
Owner shall deposit into escrow such additional sums as may be required to remove said
liens and encumbrances. In the event that the City agrees to proceed with close of escrow
prior to the date that Owner has caused all exceptions to title recorded after the Effective
Date other than Permitted Exceptions to be removed, then Owner shall indemnify, defend
and hold City harmless from any and all costs expenses or liabilities (including attorneys'
fees) incurred or suffered by City that relate to such exceptions and their removal as
exceptions to title to the Property
4 Base Resale Price. Prior to adjustment pursuant to Paragraph 5 the base
resale price ("Base Resale Price") of the Property shall be the lowest of'
a. Median Income The original price ("Base Price") paid by Owner for
acquisition of the Property pursuant to the Program, increased (but not decreased) by an
amount, if any, equal to the Base Price multiplied by the percentage increase in the median
household income ("Median Income") for Alameda County published by the California
Department of Housing and Community Development, Division of Housing Policy
Development, between the Effective Date and the date that the City receives notification of
an Option Event; or
b. Fair Market Value. The fair market value of the Property as determined
by an appraiser selected and paid for by Owner and approved in writing by the City.
To compute the Base Resale Price, the City may use the Base Resale Price Worksheet
attached as Exhibit D hereto, or such other form as the City may from time to time adopt.
5 Adjustments to Base Resale Price. Subject to the Affordable Unit Cost
restriction described in subparagraph (d) below, the Base Resale Price shall be increased
or decreased, as applicable, by the following adjustment factors ("Adjustment"):
a. Capital Improvements. An increase for capital improvements made to
the Property, but only if the amount of such improvements has been previously approved in
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Form Revised April 18. 2006
writing by the City after Owner has submitted original written documentation of the cost to
the City for verification. The amount of the Adjustment shall equal the original cost of any
such capital improvements.
b. Damages. A decrease by the amount necessary to repair damage to the
Property, if any, and to place the Property into saleable condition as reasonably determined
by the City upon City's exercise of its Option hereunder, including, without limitation,
amounts attributed to cleaning; painting; replacing worn carpeting and draperies; making
necessary structural, mechanical, electrical and plumbing repairs; and repairing or replacing
built-in appliances and fixtures. Owner hereby covenants to, at Owner's expense, maintain
the Property in the same condition as in existence on the date of City's Notice of Exercise,
reasonable wear and tear excepted.
c. Advances by the City. A decrease in an amount equal to the sum of all
costs advanced by the City for the payment of mortgages, taxes, assessments, insurance
premiums, homeowner's association fees and/or associated late fees, costs, penalties,
interest, attorneys' fees, pest inspections, resale inspections and other expenses related to
the Property, which Owner has failed to payor has permitted to become delinquent.
d. Adjusted Resale Price Not to Exceed Affordable Unit Cost. The Base
Resale Price as adjusted, is hereinafter referred to as the "Adjusted Resale Price"
Notwithstanding any other provision hereof to the contrary, in no event shall the Adjusted
Resale Price exceed the Affordable Unit Cost.
6 Priority and Effectiveness of the Option.
a. Recordation. This Agreement shall be recorded in the Office of the
Recorder of the County of Alameda on or as soon as practicable after the Effective Date.
The Option shall have priority over any subsequent sale, conveyance, transfer, lease or
other disposition or encumbrance of the Property, or of any estate or interest therein, and in
the event of exercise of the Option by City, the City shall take the Property subject only to
Permitted Exceptions, Except as otherwise provided in Paragraph l.a, the exercise of the
Option by the City at any time and from time to time shall not extinguish the Option or cause
a merger of the Option into any estate or other interest in the Property, and the Option shall
continue to exist and be effective with respect to the Property against any and all
subsequent owners in accordance with the terms and conditions hereof.
b. Request for Notice of Default. The City shall file a Request for Notice of
Default for recordation in the Office of the Recorder of the County of Alameda promptly
upon execution of this Agreement (see Exhibit E).
c. Subordination The City agrees that in order to assist qualified
purchasers to secure purchase money financing for the acquisition of the Property, the City
will enter into a subordination agreement with a senior purchase money lender to
subordinate this Agreement under such terms as the City and the senior purchase money
lender shall negotiate.
7 Survival of Option Upon Transfer
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Form Revised April 18, 2006
a. In General. The City's right to exercise the Option shall survive any
transfer of the Property by Owner. Each transferee, assignee or purchaser of the Property
during the term hereof shall be required to execute an agreement substantially in the form
of this Agreement, provided that the term of any such agreement shall be for the duration of
the term hereof as of the date of any such transfer, assignment or sale. The Option may be
exercised against the Property throughout the term hereof, regardless of whether the
Property is owned, possessed or occupied by Owner or any successor, transferee,
assignee, heir, executor, or administrator of Owner, regardless of household income (if
applicable) including a debtor-in-possession, debtor or trustee pursuant to Title 11 of the
United States Code. Notwithstanding the foregoing, the Option shall not survive (i) the sale
and transfer of the Property to a third party purchaser pursuant to a judicial or non-judicial
foreclosure or a deed-in-lieu of foreclosure under a power of sale contained in a mortgage
or deed of trust held by an institutional lender, or (ii) the recording of an instrument
conveying Owner's interest in the Property to the City, or its assignee, provided the
conveyance is in accordance with the terms of this Agreement.
b HUD Insured Mortgage. If Owner has acquired the Property by a
mortgage insured by the Secretary of the United States Department of Housing and Urban
Development, and a notice of default has been recorded pursuant to California Civil Code
Section 2924 (or successor provisions), then this Option shall automatically terminate if title
to the Property is transferred by foreclosure or deed-in-lieu of foreclosure, or if the insured
mortgage is assigned to the Secretary
8. Voidable Transfers. As long as the Option has not been abandoned pursuant
to Paragraph 3.d.v, any actual or attempted sale, conveyance, transfer or other disposition
of the Property, or of any estate or interest therein, in violation of the terms and conditions
of this Agreement, shall be voidable at the election of the City
9. Permitted Transfers. Provided that the transferee assumes, within 30 days of a
written request by the City, all of Owner's duties and obligations under this Agreement
pursuant to a written assumption agreement in a form acceptable to City, or at City's
election, execution of an agreement substantially similar to this Agreement, the following
transfers ("Permitted Transfers") of title to the Property, or of any estate or interest therein,
shall not be subject to the City's prior approval, shall not trigger the exercise of the Option,
and shall not be considered Option Events: (a) a good-faith transfer by gift, devise or
inheritance to Owner's spouse or issue; (b) a taking of title by a surviving joint tenant; (c) a
court-ordered transfer of title to a spouse as part of a divorce or dissolution proceeding; (d)
a transfer by Owner into an inter vivos trust in which the Owner is a beneficiary and the
Owner continues to occupy the property as his/her primary residence; (e) an acquisition of
title, or of any interest therein, in conjunction with marriage; or (f) any good faith transfer to
an Eligible Household. Notwithstanding any Permitted Transfer, the Option shall remain
effective with respect to the Property for the duration of the term hereof
10 Permitted Encumbrances. This Option shall not become exercisable as the
result of Owner's encumbering the Property (a) for the purpose of securing financing to
purchase the Property pursuant to the Program, (b) to refinance indebtedness incurred to
purchase the Property pursuant to the Program, provided that prior to refinancing the
Property Owner shall obtain City's approval of the refinancing pursuant to section 11 below,
which shall not be unreasonably withheld, or (c) to make necessary repairs to the Property
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Form Revised April 18, 2006
in an amount approved by City pursuant to Paragraph 5a ("Permitted Encumbrances"). The
maximum aggregate amount of such encumbrances outstanding at any time (the "Permitted
Encumbrance Amount") shall not exceed an amount equal to one-hundred percent (100%)
of the Base Resale Price calculated as provided in Paragraph 4. The Permitted
Encumbrance Amount shall be calculated as if the City had received notification of an
Option Event on the earlier of (a) the date on which the deed of trust or mortgage securing
the indebtedness is filed for record in the Office of the Recorder of the County of Alameda,
or (b) the date the City receives Notice of Intent to Transfer pursuant to Paragraph 3.d.!
above. Owner hereby covenants and agrees that he/she/they shall use his/her/their best
efforts to ensure that any deed of trust or other agreement encumbering the property shall
include provisions providing for notice to be delivered to City of any default thereunder and
for City's right to cure such default at City's election.
11 Refinancing; Junior Loans.
a. Initial Financing. Any prepayment and refinance of any financing used
to purchase the Property ("the Initial Financing") shall not be permitted unless expressly
approved by the City in writing, and the City may approve such refinancing only if all of the
following conditions are met
i. the refinance reduces Owner's monthly payments of principal
and interest on the Initial Financing or shall be used to finance capital improvements
preapproved by the City ("Eligible Capital Improvements");
ii. the refinance does not cause the principal amount of all debt
secured by the Property to exceed the then outstanding balance (plus refinancing and
closing costs) of the Initial Improvements plus the cost of any Eligible Capital Improvements
that shall be made by Owner;
iii, the refinance does not result in Owner receiving any cash from
the refinance other than for Eligible Capital Improvements permitted pursuant to Paragraphs
11.a.i and 11.a.ii;
iv the refinance does not cause the Property's loan to value ratio
(calculated by comparing the total debt secured by the Property to the Adjusted Resale
Price of the Home) to exceed the loan to value ratio for the Property at the time of initial
purchase by the Owner (calculated by comparing the total debt secured by the Property to
the Purchase Price paid by the Owner).
v the total outstanding balance of principal and any accrued
interest on all loans secured by the Property does not exceed the Adjusted Resale Price,
calculated by the City pursuant to Paragraph 5 of this Agreement.
b. Junior Loans. Mortgage loans or equity lines of credit junior in lien
priority to the Performance Deed of Trust are not permitted, except as when expressly
approved by the City in writing. The City shall only approve junior mortgage loans or equity
lines of credit as follows:
790277.2
-10-
Form Revised April 18, 2006
I. the loan or equity line of credit does not does not cause the
Property's loan to value ratio (calculated by comparing the total debt secured by the
Property to the Adjusted Resale Price of the Property) to exceed the loan to value ratio for
the Property at the time of initial purchase by the Owner (calculated by comparing the total
debt secured by the Property to the purchase paid by the Owner);
ii. the proceeds of such loan or equity line of credit are used only
for Eligible Capital Improvements; and
iii. the total outstanding balance of principal and any accrued
interest on all loans secured by the Property does not exceed the Adjusted Resale Price,
calculated by the City pursuant to Paragraph 5 of this Agreement.
c, Eligible Capital Improvements. In the event (i) the Owner refinances
the Initial Financing in accordance with Paragraph 11.a, or (ii) the Owner borrows a junior
loan or takes an equity line of credit in accordance with Paragraph 11.b, and the funds from
such refinance, loan, or line of credit shall be used for Eligible Capital Improvements, Owner
shall provide evidence to City, in a form acceptable to City in its sole and absolute
discretion, that any amount of funds received by Owner for such Eligible Capital
Improvements shall be and are used for the construction of such Eligible Capital
Improvements.
d. Affordable Housing Cost; Subordination. The City and the Owner
agree that the requirements of this Paragraph 11 are necessary to ensure the continued
affordability of the Property to Owner and to minimize the risk of loss of the Property by
Owner through default and foreclosure of mortgage loans. Owner further acknowledges
that violation of the provisions of this Paragraph 11 shall constitute a Default under this
Agreement. In no case shall this Agreement and the Performance Deed of Trust be in
lower than third lien position on the Property Any subordination agreement to be executed
by City shall include notice and cure rights for City regarding any defaults in the mortgage to
which the City is subordinating.
12. Obligation of Owner After Option Abandonment If the City records a notice
of abandonment of the Option, then the Property may be sold by Owner to a third party
without restriction as to price; however, upon such sale, Owner shall pay to City an amount
("City's Share") equal to twenty-five percent (25%) of the difference between (a) the actual
sales price net of reasonable and customary real estate commissions paid (such
commissions not to exceed six percent (6%) of the actual sales price), and (b) the Adjusted
Resale Price. The City's Share shall be paid to the City concurrently with close of escrow
on the sale of the Property, or upon receipt by Owner of the sale price for the Property,
whichever shall first occur.
13. Limits on Liability In no event shall the City become liable or obligated in any
manner to Owner by reason of the assignment of this Agreement or the Option, nor shall
City be in any way liable or obligated to Owner for any failure of the City's assignee to
consummate a purchase of the Property or to comply with the terms of this Agreement or
the Option, or any escrow instructions or agreement for the purchase of the Property
790277 .2
-11-
Form Revised April 18, 2006
14 Insurance Proceeds and Condemnation Award. In the event the Property is
destroyed and insurance proceeds are distributed to Owner instead of being used to rebuild
the Property, or, in the event of condemnation, if the proceeds thereof are distributed to
Owner, any surplus of proceeds remaining after payment of the senior liens and
encumbrances on the Property shall be distributed as follows: that portion of the surplus up
to, but not to exceed, the net amount Owner would have received pursuant to Paragraph
3.d.ix had the City exercised its Option on the date of the destruction of condemnation
valuation date shall be distributed to Owner, and the balance of such surplus, if any, shall
be distributed to the City
15 Effective Date. The rights and obligations of the City and Owner set forth in
this Agreement shall be effective as of the Effective Date.
16 Term of Agreement and Option. The restrictions contained herein and the
City's option to purchase the Property shall continue for a period of fifty-five (55) years
commencing on the Effective Date. Notwithstanding anything to the contrary in the
foregoing, the Agreement shall remain in effect until the first transfer on or after the
termination of the restrictions and option to purchase pursuant to this Paragraph. Upon
such sale, Owner shall pay to City an amount ("City's Share") equal to twenty-five percent
(25%) of the difference between (a) the actual sales price net of reasonable and customary
real estate commissions paid (such commissions not to exceed six percent (6%) of the
actual sales price), and (b) the Adjusted Resale Price on the date of the termination of the
restrictions and option to purchase pursuant to this Paragraph. The City's Share shall be
paid to the City concurrently with close of escrow on the sale of the Property, or upon
receipt by Owner of the sale price for the Property, whichever shall first occur. Following
completion of a sale in compliance with this provision, this Agreement shall tenninate.
17 Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall be made in writing, and sent to the Parties at their
respective addresses specified below or to such other address as a Party may designate by
written notice delivered to the other Party in accordance with this Section. All such notices
shall be sent by'
a. personal delivery, in which case notice shall be deemed delivered upon
receipt;
b. certified or registered mail, return receipt requested, in which case notice
shall be deemed delivered two (2) business days after deposit, postage prepaid in the
United States mail;
c. nationally recognized overnight courier, in which case notice shall be
deemed delivered one (1) day after deposit with such courier; or
d facsimile transmission, in which case notice shall be deemed delivered on
transmittal, provided that a transmission report is generated reflecting the accurate
transmission thereof.
City' City of Dublin,
100 Civic Plaza
790277 ,2
-12-
Form Revised April 18, 2006
Dublin, California 94568
Attn. City Manager
Owner'
At the address of the Property
18 Remedies Upon Breach.
a. Specific Performance. Owner acknowledges that any breach in the
performance of its obligations under this Agreement shall cause irreparable harm to the
City Owner agrees that the City is entitled to equitable relief in the form of specific
performance upon its exercise of the Option, and that an award of damages shall not be
adequate to compensate the City for Owner's failure to perform according to the terms of
this Agreement.
b. Other Remedies. City shall have all of the remedies provided for at law
or equity
19. General Provisions.
a. Attorneys' Fees. If either party initiates legal proceedings to interpret or
enforce its rights under this Agreement, the prevailing party in such action shall be entitled
to an award of reasonable attorneys' fees and costs in additions to any other recovery to
which it is entitled under this Agreement.
b. No Joint Venture; No Third-Party Beneficiary. No joint venture or other
partnership exists or is created between the Parties by virtue of this Agreement. Except as
expressly stated herein, this Agreement does not benefit any third party
c. Successors; Assignment. This Agreement shall inure to the benefit of
and shail be binding upon the Parties to this Agreement and their respective heirs,
executors, administrators, successors and assigns, City shall have the right to assign all of
its rights and obligations under this Agreement without the consent of Owner
d, Entire Agreement; Amendment. This Agreement constitutes the entire
agreement of the Parties with respect to the subject matter hereof, and supersedes any and
all other prior negotiations, correspondence, understandings and agreements with respect
thereto. There are no representations, promises, agreements or other understandings
between the Parties relating to the subject matter of this Agreement that are not expressed
herein. This Agreement may be modified only by an instrurnent in writing executed by the
Parties or their respective successors in interest.
e. Survival; No Merger All of the terms, provisions, representations,
warranties and covenants of the Parties under this Agreement shall survive the close of
escrow of any sale of the Property and shall not be merged in any deed transferring the
Property
f Authority And Execution. Each Party represents and warrants that it
has full power and authority to enter into this Agreement and to undertake all of its
790277 ,2
-13-
Form Revised April 18, 2006
obligations hereunder, that each person executing this Agreement on its behalf is duly and
validly authorized to do so.
g. Severability. The invalidity or unenforceability of any term or provision of
this Agreement shall not impair or affect the remainder of this Agreement, and the
remaining terms and provisions hereof shall not be invalidated but shall remain in full force
and effect.
h. Waiver; Modification. No waiver or modification of this Agreement or any
covenant, condition, or limitation herein contained shall be valid unless in writing and duly
executed by the Party to be charged therewith. No evidence or any waiver or modification
shall be offered or received in evidence in any proceeding, arbitration, or litigation between
the Parties arising out of or affecting this Agreement or the rights or obligations of any Party
hereunder, unless such waiver or modification is in writing and duly executed as aforesaid.
The provisions of this section may not be waived except as herein set forth. A waiver or
breach of any covenant, condition or provision of this Agreement shall not be deemed a
waiver of any other covenant, condition or provision hereof
i. Construction The section headings and captions used in this Agreement
are for convenience of reference only and shall not modify, define, limit or amplify any of the
terms or provisions hereof This Agreement shall not be construed as if it had been
prepared by one of the Parties, but rather as if both Parties have prepared it.
j. Governing Law This Agreement shall in all respects be govemed by and
construed in accordance with the laws of the State of California.
k. Time of the Essence Time is of the essence in this Agreement as to
each provision in which time is an element of performance.
I. Further Assurances. Each Party will, upon reasonable request of the
other Party, execute, acknowledge, and deliver, or cause to be executed, acknowledged,
and delivered, such further instruments and documents as may be reasonably necessary in
order to fulfill the intents and purposes of this Agreement.
m Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and all which together shall constitute one and the
same instrument.
[EXECUTION PAGE FOLLOWS]
790277.2
-14-
Form Revised April 18, 2006
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first written above.
OWNER(S):
CITY'
CITY OF DUBLIN
Richard Ambrose, City Manager
ATTEST
City Clerk
790277.2
-15-
Form Revised April 18, 2006
COUNTY OF
)
)
)
STATE OF CALIFORNIA
On before me,
in and for said county and state, personally appeared
, a Notary Public
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.
Signature
(Seal)
STATE OF CALIFORNIA
COUNTY OF
)
)
)
On before me,
in and for said county and state, personally appeared
, a Notary Public
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.
Signature
(Seal)
790277.2
Form Revised April 18. 2006
STATE OF CALIFORNIA
)
)
)
COUNTY OF
On before me,
in and for said county and state, personally appeared
, a Notary Public
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 rny hand and official seal.
Signature
(Seal)
790277.2
Form Revised April 18, 2006
CERTIFICATE OF ACCEPTANCE
(Pursuant to Government Code ~27281)
This is to certify that the interest in real property conveyed by the Resale Restriction
Agreement and Option to Purchase dated from
to the City of Dublin, a Califomia municipal corporation, is
hereby accepted by the undersigned office or agent on behalf of the City of Dublin pursuant
to authority conferred by the Resolution No. dated ; and the
grantee consents to recordation thereof by its duly authorized officer.
Dated:
By'
Its:
Attest:
City Clerk
790277.2
Form Revised April 18, 2006
EXHIBIT A
LEGAL DESCRIPTION
790277,2
Form Revised April 18, 2006
EXHIBIT B
FORM: NOTICE OF INTENT TO TRANSFER
VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED
To: City of Dublin
100 Civic Center
Dublin, California 94568
Attn: City Manager
Date:
Re. Notice of Intent to Transfer
Pursuant to the terms of the Resale Restriction Agreement and Option to Purchase, dated
, the undersigned Owner(s),
hereby give(s) notice of his/her/their intent to transfer the property located at
, Dublin, California (the "Property").
Owner may be contacted at the Property or at the following address:
Owner's daytime telephone number is (_)
[If applicable" The proposed transfer of the Property is to the following person(s):
Name'
Address:
Telephone' (_)
The proposed transfer is (check one)'
n Sale
n
Other
Specify"
Owner(s) signature(s):
790277.2
Form Revised April 18, 2006
The City of Dublin ("City") hereby gives notice that it is exercising its option to
purchase the real property located at , Dublin,
California. The option has been granted to the City pursuant to the Resale Restriction
Agreement and Option to Purchase between Owner and the City dated
and recorded on as Instrument No.
City has assigned its option to purchase the real property to
escrow for the purchase will be opened with the First American Title Company
EXHIBIT C
FORM: NOTICE OF EXERCISE
Date:
To
Owner or Transferee
Address
Re: Notice of Exercise
City of Dublin
By'
Its:
[The
) An
790277,2
Form Revised April 18, 2006
EXHIBIT D
INCLUSIONARY ZONING BASE RESALE PRICE WORKSHE
Date:
Owner'
Address:
Purchase Price:
Date of Purchase.
Years Owned: years
CALCULATION BASED ON INCREASE IN MEDIAN INCOME"
Present Median Income: $ Effective Date:
Family of four, County of Alameda
(at time of sale of unit) Effective Date:
Original Median Income: $
Family of four, County of Alameda
(at time of purchase of unit)
Amount of Increase,
Family of four, County of Alameda
(Present median income minus original median
income)
Increase in Price: x x
Method #1 Resale Price, +
.....,,-
I Based on the above, the base resale price'as..orthis date, j is:
By'
790277.2 Form Rev
ET
.
"
"
ised April 18, 2006
EXHIBIT E
REQUEST FOR NOTICE OF DEFAULT
Order No.
Escrow No.
Loan No,
WHEN RECORDED MAIL TO'
CITY OF DUBLIN
Dublin, California
Attn:
(Space Above This Line For Recorder's Use Only)
REQUEST FOR NOTICE UNDER SECTION 2924b CIVIL CODE
In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any Notice
of Default and a copy of any Notice of Sale under the Deed of Trust recorded as Instrument No.
on , _' in the Official Records of Alameda County,
California, and describin9 land therein as.
, Dublin, California
, as Trustor, in which
is named as Beneficiary, and
, as Trustee, be mailed to the City of Dublin,
,Attn:
executed by
By'
NOTICE. A COPY OF ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF SALE WILL BE SENT
ONLY TO THE ADDRESS CONTAINED IN THIS RECORDED REQUEST IF YOUR ADDRESS
CHANGES, A NEW REQUEST MUST BE RECORED
STATE OF CALIFORNIA
COUNTY OF
On before me,
said county and state, personally appeared
, a Notary Public in and for
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 hislherltheir 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.
Signature
(Seal)
790277 ,2
Form Revised April 18, 2006
EXHIBIT F
DISCLOSURE STATEMENT
THERE ARE RESTRICTIONS ON THE SALE OF THE
PROPERTY YOU ARE BUYING. EXCEPT FOR A TRANSFER
TO THE CITY FOLLOWING CITY'S EXERCISE OF ITS OPTION
TO PURCHASE, THIS PROPERTY MAY ONLY BE SOLD TO AN
"ELIGIBLE HOUSEHOLD" AT A PRICE NOT TO EXCEED THE
ADJUSTED RESALE PRICE WHICH IS CAPPED AT AN
"AFFORDABLE UNIT COST."
THIS MEANS THAT YOU MAY NOT SELL THE PROPERTY FOR MARKET VALUE TO
WHOMEVER YOU LIKE.
THESE RESTRICTIONS WILL BE IN EFFECT UNTIL
ANY SALE OF THE PROPERTY IN VIOLATION OF THE RESTRICTIONS, SHALL BE
VOIDABLE AT THE ELECTION OF THE CITY.
TO DETERMINE WHO AN ELIGIBLE HOUSEHOLD IS, AND WHAT THE ADJUSTED
RESALE PRICE AND AFFORDABLE HOUSING COST ARE, YOU SHOULD CONTACT
THE OF THE CITY OF DUBLIN
YOU SHOULD READ THE RESALE RESTRICTION AGREEMENT AND OPTION TO
PURCHASE RECORDED AGAINST THE PROPERTY YOU MAY OBTAIN A COPY
FROM THE CITY OF DUBLIN OR FROM THE ESCROW COMPANY
YOU SHOULD ALSO BE AWARE THAT A PERFORMANCE DEED OF TRUST WILL BE
RECORDED AGAINST THE PROPERTY TO ENSURE COMPLIANCE WITH THE
RESALE RESTRICTION AGREEMENT AND OPTION TO PURCHASE. YOU MAY
OBTAIN A COPY FROM THE CITY OF DUBLIN OR FROM THE ESCROW COMPANY.
I HAVE READ THE FOREGOING AND I UNDERSTAND WHAT IT MEANS.
BUYER
BUYER
790277 .2
Form Revised April 18, 2006
EXHIBIT G
FORM: PERFORMANCE DEED OF TRUST
790277.2
Form Revised April 18, 2006
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO'
CITY OF DUBLIN,
100 Civic Plaza
Dublin, California 94568
Attn: City Clerk
To b" r"cord"d without f"",
(Gov. Code, SS 6103 and 27383.)
(Space Above This Llna For Reoorde"s Use Only)
PERFORMANCE DEED OF TRUST
(Option to Cure and Purchase Agreement)
THERE ARE RESTRICTIONS ON THE SALE OF THE PROPERTY ENCUMBERED
BY THIS DEED OF TRUST. EXCEPT FOR A TRANSFER TO THE CITY OF DUBLIN
(THE "CITY") OR CITY'S ASSIGNEE FOLLOWING CITY'S EXERCISE OF ITS
OPTION TO PURCHASE, THIS PROPERTY MAY ONLY BE SOLD TO AN "ELIGIBLE
HOUSEHOLD" AT A PRICE NOT TO EXCEED THE ADJUSTED RESALE PRICE
WHICH IS CAPPED AT AN "AFFORDABLE UNIT COST." THE RESALE
RESTRICTION AGREEMENT ALSO RESTRICTS THE EXTENT TO WHICH THIS
PROPERTY MAY BE ENCUMBERED BY JUNIOR FINANCING AND LIMITS
TRUSTOR'S RIGHTS TO REFINANCE EXISTING MORTGAGES.
This PERFORMANCE DEED OF TRUST ("Deed of Trust") is made as of
, 2006 ("Effective Date") by
("Trustor") whose address is , Dublin, CA _ in favor of
("Trustee"), for the benefit of the CITY OF DUBLIN (referred to variously as "City" or
"Beneficiary") whose address is 100 Civic Plaza, Dublin, CA 94568, as Beneficiary
RECITALS
A. Trustor is the owner of the real property located at
, Dublin, California and more particularly described in the attached
Exhibit A, (the "Property).
B. The Trustor's predecessor in interest developed the Property pursuant to
the City's Inclusionary Zoning Regulations, which regulations require developers of
rental and ownership housing to construct within their projects units that are affordable
to very low-, low-, and moderate-income households and which regulations require the
Property to be subjected to restrictions on resale that ensure that the Property remains
affordable.
C In connection with the Inclusionary Zoning Regulations, Beneficiary and
Trustor entered into a Resale Restriction Agreement and Option to Purchase dated as
Performance Deed of Trust.040606.DOC
- 1 -
Form Revised April 18, 2006
9
of the Effective Date and recorded in the Official Records of Alarneda County
substantially concurrently herewith (the "Resale Restriction Agreement") (capitalized
terms used without definition herein have the meaning ascribed to such terms in the
Resale Restriction Agreement); and
D. Pursuant to the Resale Restriction Agreement, Trustor is obligated,
among other requirements, to sell the Property only to Eligible Purchasers at a price not
in excess of the Adjusted Resale Price, which is capped at the Affordable Unit Cost; and
E. The Resale Restriction Agreement also provides (among other provisions)
that: (i) Trustor is obligated to notify Beneficiary of Trustor's intent to sell the Property in
order to enable Beneficiary to exercise its option to purchase the Property at a restricted
price; (ii) Beneficiary has an option to purchase the Property if Trustor defaults under
the Resale Restriction Agreement; and (iii) there are restrictions on Trustor's ability to
encumber the Property and to refinance the existing loans secured by the Property
AGREEMENT
NOW, THEREFORE, to secure the full and timely performance by Trustor of the
Secured Obligation, it is agreed as follows:
1 Grant in Trust. Trustor, in consideration of the promises herein recited and the trust
herein created, hereby irrevocably and unconditionally grants, transfers, conveys and
assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale, all estate,
right title and interest which Trustor now has or may later acquire in and to that certain
real property located in the City of Dublin, County of Alameda, State of California,
described in the attached Exhibit A and commonly known as:
, Dublin, California (the "Property") together with all of the
following:
(i) all improvements now or hereafter located or constructed on the Property
and all replacements and additions thereto ("Improvements");
(ii) all easements, rights of way, appurtenances and other rights used in
conneclion with the Property or as a means of access thereto ("Appurtenances");
(iii) all fixtures now or hereafter attached to or used in and about the Property
or the improvements located thereon or hereafter located or constructed on the
Property, and all renewals or replacements thereof or articles in substitution therefor,
whether or not the same are, or shall be attached to the improvements in any manner
("Fixtures and Equipment"); and
(iv) all leases, subleases, licenses and other agreements relating to use or
occupancy of the Property ("Leases") and all rents or other paymenls which may now or
hereafter accrue or otherwise become payable to or for the benefit of Trustor ("Rents")
Performance Deed of Trust.040606.DOC
-2-
Form Revised February 21, 2006
(whether or not such Leases and Rents are permitted by the Resale Restriction
Agreement).
All of the above-referenced Property, Improvements, Appurtenance, Fixtures and
Equipment, Leases and Rents are herein referred to collectively as the "Security"
2. Oblioations Secured. This Deed of Trust is given for the purpose of securing
payment and/or performance of the following (the "Secured Obligations"): (i) all
present and future obligations of Trustor set forth in this Deed of Trust or in the Resale
Restriction Agreement (including without limitation, Trustor's obligation to convey the
Property only to Eligible Purchasers at no more than the Adjusted Resale Price, which
is capped at an Affordable Unit Cost (as such terms are defined in the Resale
Restriction Agreement); (ii) all additional present and future obligations of Trustor, to
Beneficiary under any other agreement or inslrument acknowledged by Trustor
(whether existing now or in the future) which states that it is or such obligations are,
secured by this Deed of Trust; (Hi) all modifications, supplements, amendments,
renewals, and extensions of any of the foregoing, whether evidenced by new or
additional documents; and (iv) reimbursement of all amounts advanced by or on behalf
of Beneficiary to protect Beneficiary's interesls under this Deed of Trust.
3 Assionment of Rents. Issues, and Profits, Trustor hereby irrevocably, absolutely,
presently and unconditionally assigns to Beneficiary the rents, royalties, issues, profits,
revenue, income and proceeds of the Property. This is an absolute assignment and not
an assignment for security only Except to the extent that the lease or rental of the
Property is prohibited by the Resale Restriction Agreement, Beneficiary hereby confers
upon Trustor a license to collect and retain such rents, royalties, issues, profits,
revenue, income and proceeds as they become due and payable prior to any Event of
Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary may
terminate such license without notice to or demand upon Trustor and without regard to
the adequacy of any security for the indebtedness hereby secured, and may either in
person, by agent, or by a receiver to be appointed by a court, enter upon and take
possession of the Property or any part thereof, and sue for or otherwise collect such
renls, issues, and profits, including those past due and unpaid, and apply the same,
less costs and expenses of operation and collection, including reasonable attorneys'
fees, to any indebtedness secured hereby. and in such order as Beneficiary may
determine. Beneficiary's right to the rents, royalties, issues, profits, revenue, income
and proceeds of the Property does not depend upon whether or not Beneficiary takes
possession of the Property 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 If an Event of Default occurs while Beneficiary is in
possession of all or part of the Property and/or is collecting and applying Rents as
permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall
nevertheless be entitled 10 exercise and invoke every right and remedy afforded any of
them under this Deed of Trust and at law or in equity, including the right to exercise the
power of sale granted hereunder Regardless of whether or not Beneficiary, in person
Performance Deed of Trust.040606.DOC
- 3-
Form Revised February 21, 2006
or by agent, takes actual possession of the Land and Improvements, Beneficiary shall
not be deemed to be a "mortgagee in possession," shall not be responsible for
performing any obligation of the lessor under any Lease, shall not be liable in any
manner for the Property, or the use, occupancy, enjoyment or operation of any part of it
, and unless due solely to the willful misconduct or gross negligence of Beneficiary, shall
not be responsible for any dangerous or defective condition of the Property or any
negligence in the management, repair or control of the Property
4 Fixlure Filino. This Deed of Trust is intended 10 be and constitutes a fixture filing
pursuant to the provisions of the UCC with respect to all of the Property constituting
fixtures, is being recorded as a fixture financing statement and filing under the UCC,
and covers property, goods and equipment which are or are to become fixtures related
to the Land and the Improvemenls Trustor covenants and agrees that this Deed of
Trust is to be filed in the real estate records of Alameda County and shall also operate
from the date of such filing as a fixture filing in accordance with Section 9502 and other
applicable provisions of the UCC This Deed of Trust shall also be effective as a
financing statement covering minerals or the like (including oil and gas) and accounts
subject to the UCC, as amended. Trustor shall be deemed to be the "debtor" and
Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC
The full name of Trustor and the mailing address of Trustor are set forth in Section 10.2
of this Deed of Trust.
5 Trustor's Representations, Warranties and Covenants.
5.1 Trustor's Estate. Trustor represents and warrants thaI Truslor is lawfully
seized of the estate hereby conveyed and has the right to grant and convey the
Security, that other than this Deed of Trust, the Security is encumbered only by. (a) that
deed of trust executed by Trustor in connection with a loan made to Trustor by
(the "First lender"), securing a promissory note executed by
Trustor in favor of the First Lender ("First lender Note"), to assist in the purchase of
the Property (the "First lender Deed of Trust") and (b) the Resale Restriction
Agreement. Trustor agrees to warrant and defend generally the title to the Security
against all claims and demands, subject 10 any declarations, easements or restrictions
listed in a schedule of exceptions to coverage in any title insurance policy insuring the
City's interest in the Security. (As used in this Deed of Trust, the term "First Lender"
shall include all successors and assigns of the First Lender)
5.2 Reoavment of Sums Owed under Resale Restriction Aoreement. Trustor
will promptly pay to the City all sums due under the Resale Restriction Agreement,
including all principal and interest.
5 3 Resale Restriction Aoreement. Trustor will observe and perform all of the
covenants and agreements of the Resale Restriction Agreement.
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5.4 First Lender Loan. Trustor will observe and perform all of the covenants
and agreernents of the First Lender Note, First Lender Deed of Trust, and related First
Lender loan documents.
5.5 Charaes: Liens. Trustor will pay prior to delinquency, all taxes,
assessments and other charges, fines and irnpositions affecting the Security directly to
the payee thereof Upon request by the City, Trustor will promptly furnish to the City all
notices of such amounts due. Trustor shall pay when due each obligation secured by
or reducible to a lien, charge or encumbrance which now does or later may encumber or
appear to encumber all or part of the Property or any interest in it, whether or not such
lien, charge or encumbrance is or would be senior or subordinate to this Deed of Trust.
Trustor shall not be required to pay any tax, levy, charge or assessment so long as its
validity is being actively contested in good faith and by appropriate actions and/or
proceedings which will operate to prevent the enforcement of the lien or forfeiture of the
Security or any part thereof
5 6 Hazard Insurance.
(a) Trustor will keep the Security insured by a standard all risk property
insurance policy equal to the replacement value of the Security (adjusted every five (5)
years by appraisal, if requested by the City). If the Security is located in a flood plain,
Trustor shall also obtain flood insurance. In no event shall the amount of insurance be
less than the amount necessary to prevent Trustor from becoming a co-insurer under
the terms of the policy
The insurance carrier providing this insurance shall be licensed to do business in
the State of California and be chosen by Trustor subject to approval by the City
All insurance policies and renewals thereof will be in a form acceptable to the
City, and will include a standard mortgagee clause with standard lender's endorsement
in favor of the holder of the First Lender Note and the City as their interests may appear
and in a form acceplable to the City. The City shall have the right to hold, or cause its
designated agent to hold, the policies and renewals thereof, and Trustor shall promptly
furnish to the City, or its designated agent, the original insurance policies or certificates
of insurance, all renewal notices and all receipts of paid premiums. In the event of loss,
Trustor will give prompt notice to the insurance carrier and the City or its designated
agent. The City, or its designated agent, may make proof of loss if not made promptly
by Trustor The City shall receive thirty (30) days advance notice of cancellation of any
insurance policies required under this section
Unless otherwise permitted by the Cily in writing, insurance proceeds, subject to
the rights of the First Lender, will be applied to restoration or repair of the Security
damaged. If permitted by City, and subject to the rights of the First Lender, the
insurance proceeds shall be used to repay any amounts due under Section 13 of the
Resale Restriction Agreement, with the excess, if any, paid 10 Trustor If the Security is
abandoned by Trustor, or if Trustor fails to respond to the City, or its designated agent,
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within thirty (30) days from the date notice is mailed by either of them to Trustor that the
insurance carrier offers to settle a claim for insurance benefits, the Cily, or its
designated agent, is authorized to collect and apply the insurance proceeds at the City's
option eilher to restoration or repair of the Security or to pay amounts due under the
Resale Restriction Agreement.
If the Security is acquired by the City, all right, title and interest of Trustor in and
to any insurance policy and in and to the proceeds thereof resulting from damage to the
Security prior to the sale or acquisition will pass to the City to the extent of the sums
secured by this Deed of Trust immediate prior to such sale or acquisition, subject to the
rights of the First Lender
(b) During the course of any rehabilitation of the improvements located
on the Property, Trustor shall hire only licensed contractors who maintain the following
forms of insurance.
(i) Liability Insurance. Comprehensive general liability
insurance against liability for bodily injury to or death of any person or property damage
arising out of an occurrence on or about the Property. The limits of such insurance shall
be not less than One Million Dollars ($1,000,000) combined single limit for bodily injury
and property damage.
(ii) Worker's Compensation Insurance. Worker's compensation
insurance covering all persons employed in connection with any work on the Property
5 7 Preservation and Maintenance of Securitv Trustor will keep the Security
in good repair and in a neat, clean, and orderly condition and will not commit waste or
permit impairment or deterioration of the Security If there arises a condition in
contravention of this Section, and if the Trustor has not cured such condition within thirty
(30) days after receiving a City notice of such a condition, then in addition to any other
rights available to the City, the City shall have the right (but not the obligation) to
perform all acts necessary to cure such condition, and to establish or enforce a lien or
other encumbrance against the Security to recover its cost of curing.
5.8 Protection of the Citv's Securitv If Trustor fails to perform the covenants
and agreements contained in this Deed of Trust or if any action or proceeding is
commenced which materially affects the City's interest in the Security, including, but not
limited to, default under the First Lender Deed of Trust, eminent domain, insolvency,
code enforcement, or arrangements or proceedings involving a bankrupt or decedent,
then the City, at the City's option, without releasing Trustor from any obligation
hereunder, rnay make such appearances, disburse such sums and take such action as
it determines necessary 10 protect the City's interest, including but not limited to,
disbursement of reasonable attorneys' fees and entry upon the Security to make
repairs. Any amounts disbursed by the City pursuant to this paragraph, with interest
thereon, will become an indebtedness of Trustor secured by this Deed of Trust. Unless
Trustor and City agree to other terms of payment, such amount will be payable upon
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notice frorn the City to Trustor requesting payment thereof, and will bear interest from
the date of disbursement at the lesser of (i) ten percent (10%); or (il) the highest rate
permissible under applicable law Nothing contained in this paragraph will require the
City to incur any expense or take any action hereunder
5.9 Insoection. The City may make or cause to be made reasonable entries
upon and inspections of the Security; provided that the City will give Trustor reasonable
notice of inspection.
5.10 Hazardous Substances. Trustor shall not cause or permit the presence,
use, disposal, storage, or release of any Hazardous Substances in, on, under, about, or
from the Property Trustor shall not do, nor allow anyone else to do, anything affecting
the Property that is in violation of any Environmental Law The preceding two
sentences shall not apply to the presence, use, or storage on the Property of small
quantities of Hazardous Substances that are generally recognized to be appropriate to
normal residential uses and to maintenance of the Property when used and disposed of
in accordance with Environmental Law
"Hazardous Substances" means any substance defined as toxic or hazardous
substances or hazardous waste or regulated under any Environmental Law, and the
following substances, gasoline, kerosene, other flammable or loxic petroleum products,
toxic pesticides and herbicides, volatile solvents, materials containing asbestos or
formaldehyde, and radioactive materials,
"Environmental Law" means all federal, state or local statules, ordinances,
regulations, orders, decrees and judgments that relate to health, safety or
environmental protection including without limitation the regulation of the use, disposal,
manufacture, or release of Hazardous Substances.
Trustor shall promptly give City written notice of any investigation, claim,
demand, lawsuit or other action by any governmental or regulatory agency or private
party involving the Property and any Hazardous Substance or Environmental Law of
which Trustor has actual knowledge If Trustor learns, or is notified by any
governmental or regulatory authority, that any removal or other remediation of any
Hazardous Substance affecting the Property is necessary, Trustor shall promptly take
all necessary remedial actions in accordance with Environmental Law
6. Nonliabilitv for Neqliqence, Loss, or Damaae, No Joint Venture. Trustor
acknowledges, understands and agrees that the relationship between Trustor and the
City is solely that of a borrower and lender, and that the City does not undertake or
assume any responsibility for or duty to Truslor to select, review, inspect, supervise,
pass judgment on, or inform Trustor of the quality, adequacy or suitability of the Security
or any other matter The City owes no duty of care to protect Trustor against negligent,
faulty, inadequate or defective building or construction or any condition of the Security
and Trustor agrees that neither Trustor, or Trustor's heirs, successors or assigns shall
ever claim, have or assert any right or action against the City for any loss, damage or
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other matter arising out of or resulting from any condition of the Security and will hold
City harmless from any liability, loss or damage for these things. Nothing contained
herein or in Note or the Resale Restriction Agreement shall be deemed to create or
construed to create a partnership, joint venture or any relationship other than that of a
borrower and lender
7 Indemnitv Trustor agrees to defend, indemnify, and hold the City of Dublin and
its elected and appointed officials, officers, employees, and agents ("Indemnitees")
harmless from and against all losses, damages, liabilities, claims, actions, judgments,
costs, and reasonable attorneys fees that the Indemnitees may incur as a direct or
indirect consequence of:
(i) Trustor's failure to perform any obligations as and when required by
the Resale Restriction Agreement and this Deed of Trust; or
(ii) the failure at any time of any of Trustor's representations or
warranties to be true and correct.
8 Acceleration, Remedies. Upon Trustor's breach of any covenant or agreement of
Trustor in Resale Restriction Agreernent or this Deed of Trust, including, but not limited
to, the covenants to pay, when due, any sums secured by this Deed of Trust, the City,
prior to acceleration, will mail by express delivery with delivery receipt, notice to Trustor
specifying; (1) the breach, (2) the action required to cure such breach; (3) a date, not
less than thirty (30) days from the dale the notice is received by Trustor as shown on
the return receipt, by which such breach is to be cured, and (4) if the breach is curable,
that failure to cure such breach on or before the date specified in the notice may result
in acceleration of the sums secured by this Deed of Trust and sale of the Security. The
notice will also inform Trustor of Trustor's right to reinstate after acceleration and the
right to bring a court action to assert the nonexistence of default or any other defense of
Trustor to acceleration and sale If the breach is not cured on or before the date
specified in the notice, the City, at the City's option, may:
(a) declare all of the sums secured by this Deed of Trust to be immediately due
and payable without further demand and may invoke the power of sale and any other
remedies permitted by California law;
(b) either in person or by agent, with or without bringing any action or
proceeding, or by a receiver appointed by a court, and without regard to the adequacy
of its security, enter upon the Security and take possession thereof (or any part thereof)
and of any of the Security, in its own name or in the name of Trustee, and do any acts
which it deems necessary or desirable to preserve the value or marketability of the
Property, or part thereof or interest therein, increase the income therefrom or protect the
security thereof The entering upon and laking possession of the Security shall not cure
or waive any breach hereunder or invalidate any act done in response to such breach
and, notwithstanding the continuance in possession of the Security, the City shall be
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entitled to exercise every right provided for in this Deed of Trust, or by law upon
occurrence of any uncured breach, including the right to exercise the power of sale,
(c) commence an action to foreclose this Deed of Trust as a mortgage, appoint a
receiver, or specifically enforce any ofthe covenants hereof;
(d) deliver to Trustee a written declaration of default and demand for sale,
pursuant to the provisions for notice of sale found at California Civil Code Sections 2924
et sea" as amended from time to time, or
(e) exercise all other rights and remedies provided herein, in the instruments by
which the Trustor acquires title to any Security, or in any other document or agreement
now or hereafter evidencing, creating or securing all or any portion of the obligations
secured hereby, or provided by law
The City shall be entitled to collect all reasonable costs and expenses incurred in
pursuing the remedies provided in this paragraph, including, but not limited to,
reasonable attorneys' fees.
g Trustor's Riaht to Reinstate. Notwithstanding the City's acceleration of the sums
secured by this Deed of Trust, Trustor will have the righl to have any proceedings
begun by the City to enforce this Deed of Trust discontinued at any time prior to five (5)
days before sale of the Security pursuant to the power of sale contained in this Deed of
Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if" (a)
Trustor pays City all surns which would be then due under this Deed of Trust if there
were no acceleration under this Deed of Trust or Ihe Resale Restriction Agreement; (b)
Trustor cures all breaches of any other covenants or agreements of Trustor contained in
Ihe Resale Restriction Agreement or this Deed of Trust; (c) Trustor pays all reasonable
expenses incurred by City and Trustee in enforcing the covenants and agreements of
Trustor contained in the Resale Restriction Agreement or this Deed of Trust, and in
enforcing the City's and Trustee's remedies, including, but not limited to, reasonable
attorney's fees; and (d) Trustor takes such action as City may reasonably require to
assure that the lien of this Deed of Trust, City's interest in the Security and Trustor's
obligation to pay the sums secured by this Deed of Trust shall continue unimpaired.
Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured
hereby will remain in full force and effect as if no acceleration had occurred.
10 Deleted.
11 Reconveyance. Upon the expiration of the term of the Resale Restriction
Agreement if the Trustor owns and occupies the Property and is not in violation of any
provisions of this Deed of Trust or the Resale Restriction Agreement, the City will
request Trustee to reconvey the Securily and will surrender this Deed of Trust and the
Resale Restriction Agreement to Trustee. Trustee will reconvey the Security without
warranty and without charge to the person or persons legally entitled thereto. Such
person or persons will pay all costs of recordation, if any
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12. Substitute Trustee. The City, at the City's option, may from time to time remove
Trustee and appoint a successor lrustee to any Trustee appointed hereunder The
successor trustee will succeed to all the title, power and duties conferred upon the
Trustee herein and by applicable law
13 Suoerioritv of First Lender Documents. Notwithstanding any provision herein,
this Deed of Trust shall not diminish or affect the rights of the First Lender under the
First Lender Deed of Trust or any subsequent First Lender deeds of trust hereafter
recorded against the Security in compliance with the requirements of Section 25 of the
Resale Restriction Agreement.
Notwithstanding any other provision hereof, the provisions of this Deed of Trust
shall be subordinale to the lien of the First Lender Deed of Trust and shall not impair the
rights of the First Lender, or such lender's assignee or successor in interest, to exercise
its remedies under the First Lender Deed of Trust in the event of default under Ihe First
Lender Deed of Trust by the Trustor Such remedies under the First Lender Deed of
Trust include the right of foreclosure or acceptance of a deed or assignment in lieu of
foreclosure. After such foreclosure or acceptance of a deed in lieu of foreclosure, this
Deed of Trust shall be forever terminated and shall have no further effect as to the
Property or any transferee thereafter; provided, however, if the holder of such First
Lender Deed of Trust acquired title to the Property pursuant to a deed or assignment in
lieu of foreclosure, this Deed of Trust shall automatically terminate upon such
acquisition of title, provided that (i) the City has been given written notice of default
under such First Lender Deed of Trust with a sixty (60)-day cure period and (ii) the City
shall not have cured or commenced to cure the default within such sixty (60)-day period
or commenced 10 cure and given its firm commitment to complete the cure in form and
substance acceptable to the First Lender
14 Request for Notice. City requests that copies of the notice of default and notice
of sale be sent to City at the address set forth in Section 15,5
15 Miscellaneous.
15 1 Forbearance bv the Citv Not a Waiver Any forbearance by the City in
exercising any right or remedy will not be a waiver of the exercise of any such righl or
remedy The procurement of insurance or the payment of taxes or other liens or
charges by the City will not be a waiver of the City's right to require satisfaction of any
obligations secured by this Deed of Trust.
15.2 Remedies Cumulative. All rernedies provided in this Deed of Trust are
distinct and cumulative to any other right or remedy under this Deed of Trust or any
other document, or afforded by law or equity, and may be exercised concurrently,
independently or successively
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15.3 Successors and Assiqns Bound. The covenants and agreements herein
contained shall bind, and the rights hereunder shall inure to, the respective successors
and assigns of the City and Trustor subject to the provisions of this Deed of Trust.
15.4 Joint and Several Liability If this Deed of Trust is executed by more than
one person as Trustor, the obligalions of each shall be joint and several.
15.5 Notices. Except for any notice required under applicable law to be given
in another manner, (a) any notice to Trustor provided for in this Deed of Trust will be
given by certified mail, return receipt requested, express delivery with delivery receipt or
personal delivery with delivery receipt, addressed to Trustor at the address shown in the
first paragraph of this Deed of Trust or such other address as Trustor may designate by
notice to the City as provided herein, and (b) any notice to the City will be given by
certified mail, return receipt requested, express delivery with delivery receipt or personal
delivery with delivery receipt, to the City of Dublin, 100 Civic Plaza, Dublin, CA 94568
Attn: City Manager, or to such other address as the City may designate by notice to
Trustor as provided above. Notice shall be effective as of the date received by City as
shown on the return receipt.
156 Governinq Law This Deed of Trust shall be governed by the laws of the
State of California.
15.7 Severability In the event that any provision or clause of this Deed of Trust
or the Resale Reslriction Agreement conflicts with applicable law, such conflict will not
affect other provisions of this Deed of Trust or the Resale Restriction Agreement which
can be given effect without the conflicting provision, and to this end the provisions of the
Deed of Trust and the Resale Restriction Agreement are declared to be severable.
158 Captions. The captions and headings in this Deed of Trust are for
convenience only and are not to be used to interpret or define the provisions hereof
15.9 Nondiscrimination. Trustor covenants by and for itself and its successors
and assigns that there shall be no discrimination against or segregation of a person or
of a group of persons on account of race, color, religion, creed, age, disability, sex,
sexual orientation, marital status, ancestry or national origin in the sale, transfer, use,
occupancy, tenure or enjoyment of the Property, nor shall Trustor or any person
claiming under or through Trustor establish or permit any such practice or practices of
discrimination or segregation with reference to the use, occupancy, or transfer of the
Property The foregoing covenant shall run with the land.
[EXECUTION PAGE FOLLOWS]
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IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date
first written above.
Trustor
Trustor
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ACKNOWLEDGMENT
STATE OF CALIFORNIA )
)
COUNTY OF ALAMEDA )
On 20_. before me, the undersigned, a Notary Public, in and
for Alarneda County, State of California, 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.
Notary Public
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
)
COUNTY OF ALAMEDA )
On 20_, before me, the undersigned, a Notary Public, in and
for Alameda County, State of California, 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.
Notary Public
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
)
COUNTY OF ALAMEDA )
On 20_> before me, the undersigned, a Notary Public, in and
for Alameda County, State of California, 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.
Notary Public
EXHIBIT A
LEGAL DESCRIPTION