Deed of Trust, Assignment of Rents and Security AgreementRecording Requested By:
First American Title Compai
Homebuilder Services Divisi
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Campbell
c/o Community Development
70 N. First Street
Campbell, CA 95008-1436
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §27383
"*This document was electronically submitted
to Santa Clara County for recording"*
254797 u
�/7 gina AlcoFCITY
(D [ V IE
D H IE 0 V[ nt' Clara C ecor er
25(2023 09
JUN 20 3 es: 3. PUN 2 6 2023
es: $0.00
$0.0a
T tal: $0.00CLERK'S OFFICE
CITY ERK'S FICE
use.
Escrow No. 4331-310559-019
Property Address: 16155 East Mozart Avenue, Campbell, CA 95032
APN: 427-57-019
DEED OF TRUST, ASSIGNMENT OF RENTS
AND SECURITY AGREEMENT
(City of Campbell — Density Bonus Affordable Housing Production Program)
THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
("Deed of Trust") is made as of May 12 , 2023, by Thank Dela Cruz and Kim Dela Cruz
(collectively, "Trustor") as Trustor, to First American Title Company the City of Campbell, a
municipal corporation] ("Trustee") as Trustee, for the benefit of the City of Campbell, a municipal
corporation (the "City") as Beneficiary.
The Trustor, in consideration of the indebtedness and promises herein recited, and the trust
herein created, irrevocably and unconditionally grants, transfers, conveys and assigns to Trustee,
in trust for the benefit of City, with power of sale and right of entry and possession, all of Trustor's
right, title and interest now held or hereafter acquired in and to the property located in the City of
Campbell, County of Santa Clara, State of California, described in the attached Exhibit A and more
commonly known as: 16155 East Mozart Avenue, Campbell, California (the "Property");
TOGETHER with the rents, issues, and profits of such Property, subject however, to the
right, power, and authority granted and conferred on City in this Deed of Trust to collect and apply
the rents, issues, and profits; and
TOGETHER with all the improvements now or hereafter erected on the Property, and all
easements, rights of way, and appurtenances thereto, and all fixtures now or hereafter attached to
the Property, all of which, including replacements and additions thereto, shall be deemed to be and
remain a part of the Property covered by this Deed of Trust;
All of the foregoing, together with the Property, is herein collectively referred to as the
"Security."
TO HAVE AND TO HOLD the Security, tog�with acquittances, to the Trustee, its
successors and assigns forever; xempt from fee per GC 27388.1 (8)(2):
recorded concurrently 'in connection with"
a transfer subject to the imposition
of documentary transfer tax (DTT)
OAK #14853--1531-7464 v2
Recording Requested By:
First American Title Company
Homebuilder Services Division
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Campbell
c/o Community Development
70 N. First Street
Campbell, CA 95008-1436
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §27383
Space above this line for Recorder's use.
Escrow No. 4331-310559-019
Property Address: 16155 East Mozart Avenue, Campbell, CA 95032
APN: 427-57-019
DEED OF TRUST ASSIGNMENT OF RENTS
AND SECURITY AGREEMENT
(City of Campbell — Density Bonus Affordable Housing Production Program)
THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
("Deed of Trust") is made as of May 19 , 2023, by Thanh Dela Cruz and Kim Dela Cruz
(collectively, "Trustor") as Trustor, to First American Title Company the City of Campbell, a
municipal corporation] ("Trustee") as Trustee, for the benefit of the City of Campbell, a municipal
corporation (the "City") as Beneficiary.
The Trustor, in consideration of the indebtedness and promises herein recited, and the trust
herein created, irrevocably and unconditionally grants, transfers, conveys and assigns to Trustee,
in trust for the benefit of City, with power of sale and right of entry and possession, all of Trustor's
right, title and interest now held or hereafter acquired in and to the property located in the City of
Campbell, County of Santa Clara, State of California, described in the attached Exhibit A and more
commonly known as: 16155 East MozartAvenue, Campbell, California (the "Property");
TOGETHER with the rents, issues, and profits of such Property, subject however, to the
right, power, and authority granted and conferred on City in this Deed of Trust to collect and apply
the rents, issues, and profits; and
TOGETHER with all the improvements now or hereafter erected on the Property, and all
easements, rights of way, and appurtenanceb thereto, and all fixtures now or hereafter attached to
the Property, all of which, including replacements and additions thereto, shall be deemed to be and
remain a part of the Property covered by this Deed of Trust;
All of the foregoing, together with the Property, is herein collectively referred to as the
"Security."
TO HAVE AND TO HOLD the Security, toge with acquittances, to the Trustee, its
J"
successors and assigns forever; xempt from fee per GC 27388.1 (a)(2);
recorded concurrently "in connection with"
a transfer subject to the imposition
of documentary transfer tax (DTT)
1
OAK #4853-1531-7464 v2
TO SECURE to the City the payment of the sums, and the performance of the covenants
and agreements of the Trustor evidenced by (i) that certain Affordable Housing Resale and
Refinancing Restriction Agreement with Equity Sharing and Option to Purchase executed by and
between Trustor and City, dated as of the date hereof and recorded substantially concurrently
herewith (the "Resale Restriction Agreement"), and (ii) that certain Shared Appreciation Secured
Promissory Note (the "City Note") dated as of the date hereof and executed by Trustor for the
benefit of City, pursuant to which Trustor is obligated to repay to the City (i) the Initial Subsidy in
the amount of Two Million Twelve Thousand Five Hundred and Ninety -Nine Dollars
($2,012,599.00), (ii) City's Share of Appreciation, and (iii) Excess Rental Proceeds as defined in
the Resale Restriction Agreement, and all extensions, modifications, or renewals of the City Note
and the Resale Restriction Agreement. The City Note and the Resale Restriction Agreement are
incorporated herein by this reference; and
TO SECURE the payment of all other sums, with interest thereon, advanced in accordance
herewith to protect the security of this Deed.of Trust and the performance of the covenants and
agreements of Trustor herein contained.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, it is agreed as follows:
1. Trustor's Estate. Trustor represents and warrants that Trustor is lawfully seized of
the estate hereby conveyed, has the right to grant and convey the Security, and that other than this
Deed of Trust, the Security is encumbered only by: (1) that certain deed of trust executed by
Trustor and recorded against the Property substantially concurrently herewith to secure repayment
of a loan made by First Republic Bank (the "First Mortgage Lender") to assist Trustor in the
purchase of the Property and evidenced by a promissory note executed by Trustor in favor of the
First Mortgage Lender in the original principal amount of One Hundred and Fifty One Thousand
Eight Hundred and Sixty -Two Dollars ($151,862.00) (the "First Mortgage Note"), and (2) the
Resale Restriction Agreement. Trustor agrees to warrant and defend generally the title to the
Security against all claims and demands, subject to 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, and Trustor shall pay all costs and expenses, including cost of evidence of
title and attorneys' fees in a reasonable sum, in any such action or proceeding in which City or
Trustee may appear, and in any suit brought by City to foreclose this Deed of Trust. As used in
this Deed of Trust, the term "First Mortgage Lender" shall include all successors and assigns of
the First Mortgage Lender with respect to the First Mortgage Note.
2. City Note and Resale Restriction Agreement. Trustor will promptly pay when due
all sums payable pursuant to the City Note and shall perform all of Trustor's covenants and
obligations under the City Note, the Resale Restriction Agreement, and this Deed of Trust.
3. Charges and Liens. Trustor shall comply with the Restriction on Additional
Encumbrances of the Resale Restriction Agreement and promptly pay when due, the interest,
principal, and all other charges accruing under any deed of trust, mortgage, or other instrument
encumbering the Property, and will pay when due directly to the payee thereof all taxes,
assessments and other charges, fines and impositions affecting the Property. Upon request by the
2
OAK #4853-1531-7464 v2
City, Trustor will promptly furnish to the City copies of all notices of amounts due described in
this Section and evidence of payment of such amounts. Trustot 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 therein, whether or not such lien,
charge or encumbrance is or would be senior or subordinate to this Deed of Trust; provided
however, Trustor will not be required to discharge the lien of the deed of trust securing the First
Mortgage Note (the "First Mortgage Deed of Trust"), and Trustor will not be required to pay
any tax, charge, lien or assessment described in this Section so long as Trustor is actively
contesting its validity in good faith and by appropriate legal proceedings that will operate to
prevent the enforcement of the lien or forfeiture of the Property or any part thereof. Trustor shall
post security for the payment of such contested claims as may be requested by the City.
4. Protection of Security. If Trustor fails to perform any of the covenants and
agreements set forth in this Deed of Trust, or if any action or proceeding is commenced that
materially affects City's interest in the Property, including, but not limited to, default under any
senior lienholder document, eminent domain, insolvency, code enforcement, arrangements or
proceedings involving a bankrupt or decedent, foreclosure of any mortgage secured by the
Property or sale of the Property under a power of sale of any instrument secured by the Property,
City, at its option, without releasing Trustor from any obligation hereunder, may upon notice to
Trustor, make such appearance, disburse such sums and take such action as is necessary to protect
City's interest, including, but not limited to, the purchase of insurance, disbursement of reasonable
attorneys' fees and entry upon the Property to make repairs. Any amounts disbursed by City
pursuant to this Section, with interest thereon, shall become additional indebtedness of Trustor
secured by this Deed of Trust. Unless Trustor and City agree to other terms of payment, such
amounts shall be payable upon notice from City to Trustor requesting payment thereof, and shall
bear interest from the date of disbursement at the highest rate permissible under applicable law.
Nothing contained in this Section shall require City to incur any expense or take any action
hereunder.
5. Inspection. The City may make, or cause to be made, reasonable entries upon the
Property and inspections of the Security; provided that the City will give Trustor reasonable notice
of inspection.
6. Title Insurance. At Trustor's expense, Trustor shall purchase a CLTA lender's
policy of title insurance for the benefit of City, insuring this Deed of Trust as a secondary lien on
the Property, with no delinquent taxes or assessment liens appearing as exceptions to title.
7. Hazard Insurance. Trustor shall keep the Property insured by a standard all-risk
property insurance policy with endorsements for vandalism, malicious mischief, and special
extended perils, in the full replacement value of the improvements, and with endorsements for
increases in costs due to changes in code and inflation, with loss payable to City and any superior
trust deed holder, as their interests may appear, and any other insurance required by the City.
The insurance carrier providing such insurance shall be licensed to do business in the State
of California and may be chosen by Trustor, subject to approval by City. All insurance policies
and renewals thereof shall be in a form acceptable to the City, and shall include a standard
3
OAK #4853-1531-7464 v2
mortgagee clause with standard lender's endorsement in favor of the holder of any senior lien and
the City as their interests may appear and in a form acceptable to the City. Trustor shall provide
City with copies of all policies and renewals thereof, certificates of insurance, all renewal notices
and all receipts of paid premiums. In the event of loss, Trustor shall 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 policies shall include an endorsement providing
that City shall receive thirty (30) days' advance written notice of the cancellation, expiration or
termination or any material change in the coverage afforded by any of the insurance policies
required under this Section.
If the Property 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 Property prior to
the sale or acquisition will pass to the City to the extent of the sums secured by this Deed of Trust
immediately prior to such sale or acquisition, subject to the rights of the holder of any senior lien.
Renewal policies and any replacement policies, together with premium receipts
satisfactory to the City, shall be delivered 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. The application of proceeds
pursuant to this Section shall not cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to such notice.
8. Awards and Damages. Subject to the rights of senior lienholders, 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 damage to or destruction of the Property or any part thereof by insured casualty,
and (c) any other injury or damage to all or any part of the Property, are hereby assigned to and
shall be applied to the restoration or repair of the Property (if applicable) or paid to the City. The
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 manner as the City shall determine at its option. The City shall be 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 the City may be released to Trustor upon such conditions as the City may impose
for its disposition. Application of all or any part of the amounts collected and received by the City
or the release thereof shall not cure or waive any default under this Deed of Trust. If the Property
is abandoned by Trustor, or if, after notice by City or its designated agent to Trustor that the
condemnor or insurer offers to make an award or settle a claim for damages, Trustor fails to
respond to City within thirty (30) days after the date such notice is mailed, City or its designated
agent is authorized.to collect and apply the proceeds, at City's option, either to restoration or repair
of the Property or to the sums secured by this Deed of Trust.
9. Maintenance. Trustor shall maintain the Property and all structures and
landscaping thereon in good condition and repair. Trustor agrees to complete installation of
0
OAK #4853-1531-7464 v2
landscaping as approved by the City, and to diligently maintain and care for installed landscaping,
using generally accepted methods of cultivation and watering. Trustor shall not remove or
demolish any building located on the Property, and agrees to complete or restore promptly and in
good and workmanlike manner any building which may be constructed, damaged or destroyed
thereon, and to pay when due all claims for labor performed and materials furnished therefor, and
to comply with all laws affecting the Property or requiring any alterations or improvements to be
made thereon. Trustor shall not commit or permit waste thereof, and shall not commit or permit
any act upon the Property in violation of applicable laws. Trustor will comply with all applicable
laws, ordinances and governmental regulations affecting the Property or requiring any alteration
or improvement thereof, and will not suffer or permit any violations of any such law, ordinance or
governmental regulation, nor of any covenant, condition or restriction affecting the Property. 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 notice from City of such a condition, then in
addition to any other rights available to City, 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 Property to recover its cost of cure.
10. Occupancy. Trustor shall occupy the Property as Trustor's primary residence, and
the Property shall be used as the primary residence of Trustor and Trustor's household and for no
other purpose. The Property shall not be leased or rented by Trustor to any person or entity other
than as expressly permitted by the Resale Restriction Agreement. The City shall have the right to
monitor whether the Property is owner -occupied by requesting that Trustor provide City with a
written certification under penalty of perjury that the Property is owner -occupied, accompanied by
supporting documentation reasonably satisfactory to the City.
11. Transfer. Trustor shall not transfer, lease, sell, assign, refinance, encumber or
convey any interest in the Property without complying with all requirements of the Resale
Restriction Agreement.
12. Assignment of Rents. Trustor hereby irrevocably, absolutely, presently and
unconditionally assigns to City the rents, issues, revenue and profits of the Property. This is an
absolute assignment and not an assignment for security only. Subject to the limitations on lease
or rental of the Property as set forth herein and in the Resale Restriction Agreement, City hereby
confers upon Trustor a license to collect and retain such rents, issues, revenue and profits, as they
become due and payable prior to any Default hereunder. Upon the occurrence of any such Default,
City 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 rents, 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 City
may determine. City's right to the rents, issues, revenue and profits of the Property does not
depend upon whether or not City takes possession of the Property. The entering upon and taking
possession of the Property, the collection of such rents, issues, revenue 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 a Default occurs while City is in possession
OAK #4853-1531-7464 v2
of all or part of the Property and/or is collecting and applying rents as permitted under this Deed
of Trust, City, Trustee and any receiver shall nevertheless be entitled to 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 City, in
person or by agent, takes actual possession of the Property, City 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 City, 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.
13. Default. An event of default ("Default") shall arise hereunder upon the occurrence
of any one or more of the following and the expiration of any applicable cure period:
(a) Trustor fails to occupy the Property as Trustor's principal residence;
(b) The sale, conveyance, encumbrance, refinance, assignment or other transfer
of the Property including without limitation, the lease or rental of the
Property in violation of the Resale Restriction Agreement;
(c) An event of default arises under the City Note or the Resale Restriction
Agreement and such default remains uncured following the expiration of
any applicable cure period;
(d) Trustor fails to pay when due any sum payable pursuant to the City Note,
the Resale Restriction Agreement or this Deed of Trust;
(e) The Property is refinanced or encumbered in violation of the Resale
Restriction Agreement or this Deed of Trust;
(f) Trustor fails to maintain insurance on the Property as required by the Resale
Restriction Agreement and this Deed of Trust,
(g) Subject to Trustor's right to contest the following charges, Trustor fails to
pay prior to delinquency taxes or assessments due on the Property or fails
to pay when due any other charge that may result in a lien on the Property,
and Trustor fails to cure such default within twenty (20) days of date of
delinquency, but in all events upon the imposition of any such tax or other
lien;
(h) Trustor declares bankruptcy or makes an assignment of assets for the benefit
of creditors, or an order for relief is entered under federal bankruptcy laws
as to Trustor, or Trustor is adjudicated as insolvent or bankrupt pursuant to
the provisions of any state or federal insolvency or bankruptcy, or Trustor
consents to, acquiesces in, or attempts to secure the appointment of, any
receiver for all or any substantial part of the Property;
OAK #4853-1531-7464 v2
(i) The occurrence of an event of default under any loan secured by the
Property and the continuance of such default beyond the expiration of all
applicable cure periods such that the holder of such loan has the right to
accelerate such loan.
(j) Trustor fails to observe or perform any other covenant, condition, or
agreement to be observed or performed by Trustor pursuant to the City
Note, the Resale Restriction Agreement or this Deed of Trust.
14. Remedies. Upon the occurrence of a Default, the giving of notice thereof and the
expiration of any applicable cure period, City may, at its option, exercise any one or more of the
following remedies:
a. Declare all of the sums payable under the City Note to be immediately due
and payable without further demand.
b. Pursue the exercise of the power of sale provided under this Deed of Trust.
C. Either in person or by agent, with or without bringing any action or
proceeding, or by a receiver appointed by a court, enter upon, 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 taking 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 entitled to exercise every right and remedy provided
under the City Note, this Deed of Trust, or the Resale Restriction Agreement, or by law upon the
occurrence of any uncured breach.
d. Commence an action to foreclose this Deed of Trust as a mortgage, appoint
a receiver, or specifically enforce any of the covenants hereof.
e. Exercise its option to purchase the Property pursuant to the Resale
Restriction Agreement.
f. 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.
g. Exercise any other remedy provided by law or in equity.
15. Acceleration and Sale.
(a) Notice of Default. Upon Trustor's breach of any covenant or agreement of
7
OAK #4853-1531-7464 v2
Trustor under the City Note, the Resale Restriction Agreement or this Deed of Trust, City shall
mail notice to Trustor as provided in Section 24 hereof specifying: (i) the nature of the breach; (ii)
the action required to cure such breach; (iii) a date no less than thirty (30) days from the date the
notice is mailed to Trustor by which such breach must be cured or such shorter cure period as may
be provided in the City Note, the Resale Restriction Agreement or this Deed of Trust; and (iv) that
failure to cure such breach on or before the date specified in the notice may result in acceleration
of the Loan and the sale of the Property. The notice shall further inform Trustor of Trustor's right
to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a
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, City at City's option 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/or pursue any other remedy provided herein or available under law. City shall
be entitled to collect from the Trustor, or from the proceeds of the sale of the Property, all
reasonable costs and expenses incurred in pursuing the remedies provided hereunder, including,
but not limited to, reasonable attorneys' fees.
If a non -monetary default is not reasonably capable of being cured within thirty (30) days,
the City, in its sole and absolute discretion, may grant the Trustor or the First Mortgage Lender
such additional time as is reasonably necessary to cure the default provided that the Trustor or the
First Mortgage Lender (i) initiates corrective action within said period, and (ii) diligently,
continually, and in good faith works to effect a cure as soon as possible.
Notwithstanding the cure periods established in this Section, in no event shall the City be
precluded from sooner exercising any remedies if its security becomes or is about to become
materially jeopardized by any failure to cure a default or the default is not cured within ninety (90)
days after the first notice of default or delinquency is given.
(b) Trustor's Right to Reinstate. Notwithstanding City's acceleration of the
sums secured by this Deed of Trust, Trustor will have the right to have any proceedings begun by
City to enforce this Deed of Trust discontinued at any time prior to five (5) days before sale of the
Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry
of the judgment enforcing this Deed of Trust if: (a) Trustor pays City all sums which would be
then due under this Deed of Trust and the City Note had no acceleration occurred; (b) Trustor pays
all reasonable expenses incurred by City and Trustee in enforcing the covenants and agreements
of Trustor contained in this Deed of Trust, including, but not limited to, reasonable attorneys' fees;
(c) Trustor cures all breaches of any other covenants or agreements of Trustor set forth in the
Resale Restriction Agreement and this Deed of Trust; 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 Property
and Trustor's obligation to pay the sums and perform the obligations 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.
(c) Sale. After delivery to Trustee of a Notice of Default and Demand for Sale
and after the expiration of such time and the giving of such notice of default and sale as may then
be required by law, and without demand on Trustor, Trustee shall sell the Property at the time and
place of sale fixed by it in said notice of sale, at public auction to the highest bidder for cash in
OAK #p4853-1531-7464 v2
lawful money of the United States of America, payable at time of sale. Trustee may postpone sale
of all or any portion of the Property by public announcement at such time and place of sale and
from time to time thereafter may postpone such sale by public announcement at the time and place
fixed by the preceding postponement. Any person, including Trustor, Trustee or the City, may
purchase at such sale. Upon such sale by Trustee it shall deliver to such purchaser its deed
conveying the Property so sold, but without any covenant or warranty expressed or implied. The
recitals in such deed of any matters or facts shall be conclusive proof of their truthfulness. Upon
sale by Trustee and after deducting all costs, expenses and fees of Trustee, Trustee shall apply the
proceeds of sale to the payment of the indebtedness hereby secured, including without limitation
the indebtedness evidenced by the City Note, any advances made or costs or expenses paid or
incurred by City under this Deed of Trust, any indebtedness evidenced by any other instrument
hereby secured, and all other sums then secured hereby, including without limitation, interest as
provided in the City Note and the Resale Restriction Agreement, in such order as the City shall
direct; and then the remainder, if any, shall be paid to the person or persons legally entitled thereto.
16. Remedies Cumulative; No Waiver. No exercise of any right or remedy by the City
or Trustee hereunder shall constitute a waiver of any other right or remedy herein contained or
provided by law, and no delay or forbearance by the City or Trustee in exercising any such right
or remedy hereunder shall operate as a waiver thereof or preclude the exercise thereof in any
continued or subsequent default hereunder. All remedies 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. 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 Trustor either in whole or in part.
17. Indemnity. Trustor agrees to defend, indemnify, and hold the City of Campbell and
its elected and appointed, officers, officials, employees, agents, contractors and consultants
harmless from all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable
attorneys' fees that they may incur as a direct or indirect consequence of. (i) Trustor's failure to
perform any obligations as and when required by the City Note, the Resale Restriction Agreement,
and this Deed of Trust; or (ii) the failure at any time of any of Trustor's representations or
warranties herein or in the Resale Restriction Agreement or the City Note to be true and correct.
18. Due on Transfer of the Property. If the Trustor sells, conveys, assigns, transfers,
alienates, or otherwise disposes of its interest in the Property, either voluntarily or involuntarily
or by operation of law, in part or in full, in violation of the Resale Restriction Agreement, the City
may, at its option, require immediate payment in full of all sums due under the City Note.
19. Reconveyance. Upon payment of all sums and satisfaction of all obligations
secured by this Deed of Trust, including without limitation, payment of the Initial Subsidy, City's
Share of Appreciation, and any unpaid balance of Excess Rental Proceeds, and upon the
expiration or termination of the Resale Restriction Agreement, the City will provide a written
request to the Trustee to reconvey the Security and will surrender this Deed of Trust and the City
Note to Trustee. The Trustee shall reconvey the Security without warranty and without charge to
the person or persons legally entitled thereto. Such person or persons shall pay all costs of
0
OAK #4853-1531-7464 v2
recordation, if any. The recitals in the reconveyance of any matters or facts shall be conclusive
proof of the truthfulness thereof.
20. Trustee Substitution. The City, at its option and without prior notice, may from
time to time, by written instrument, remove the Trustee and appoint a successor trustee pursuant
to a written instrument executed by City and duly acknowledged and recorded in the Official
Records of Santa Clara County. Such instrument shall be conclusive proof of proper substitution
of such successor Trustee or Trustees, who shall, without conveyance from the predecessor
Trustee, succeed to all the title, estate, power and duties conferred upon the Trustee herein and
by applicable law. Such instrument shall set forth the name of the Trustor, the original Trustee
and the Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the
name and address of the new Trustee.
21. Ci _ 's Rights to Release. Without affecting the liability of any person for 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 in 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 the City, may reconvey all or any part of the Property, consent to the making of
any map or plot of the Land, join in granting any easement thereon, or join in any extension
agreement of any agreement subordinating the lien or charge hereof.
22. Subordination. Notwithstanding any provision herein, this Deed of Trust shall not
diminish or affect the rights of the First Mortgage Lender (defined in Section 1 above) under the
First Mortgage Deed of Trust (defined in Section 3 above). Further, this Deed of Trust and the
City Note are expressly subordinate to the First Mortgage Deed of Trust and the First Mortgage
loan documents.
23. Request for Notice. City requests that copies of any notice of default and notice of
sale affecting the Property be sent to City at its address set forth herein. City shall record a Request
for Notice of Default and Sale.
24. Notices. All notices, requests, demands, reports or other communications regarding
this City Note shall be in writing and delivered: (i) personally; or (ii) by independent, reputable,
overnight commercial courier; or (iii) by deposit in the United States mail, postage and fees fully
prepaid, registered or certified mail, with return receipt requested, and addressed as follows, or to
such other address as specified in written notice delivered to the parties pursuant to this Section:
To Trustor: At the Property address.
To City: City of Campbell
10
OAK #4853-1531-7464 v2
70 No. First Street
Campbell, CA 95008-1436
Attention: Community Development Department
Any notice that is personally delivered (including by means of professional messenger
service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal
Service), shall be deemed received on the documented date of delivery thereof.
Successors Bound. The terms of this Deed of Trust shall be binding upon the Trustor and the
Trustor's heirs, legatees, devisees, administrators, executors, successors and assigns. The
acceptance of any deed or other written instrument of conveyance shall constitute acceptance of
the terms, conditions, and restrictions contained herein. Any successor in interest to Owner,
including, without limitation, any purchaser, transferee, or lessee of a portion of the Property, shall
be subject to all the duties and obligations imposed hereby.
25.
26. Attorneys' Fees and Costs. If any legal action is filed to enforce or interpret this
Deed of Trust, or the interpretation or enforcement thereof, the prevailing party shall be entitled to
an award of its reasonable attorneys' fees, costs and expenses incurred therein.
27. No Waiver. Any waiver of any term or provision of this Deed of Trust must be in
writing. No waiver shall be implied from any delay or failure by City to take action on any breach
or default hereunder or to pursue any remedy allowed under this Deed of Trust or applicable law.
No failure or delay by City at any time to require strict performance of any provision of this Deed
of Trust or to exercise any election contained herein or any right, power or remedy hereunder shall
be construed as a waiver of any other provision or any succeeding breach of the same or any other
provision hereof or a relinquishment for the future of such election.
28. No Third -Party Beneficiaries. This Deed of Trust shall not benefit or be enforceable
by any person or entity except the City, the Trustee, and the Trustor and their respective successors
and assigns.
29. Entire Agreement. This Deed of Trust, together with the Resale Restriction
Agreement and the City Note, sets forth the entire understanding between Trustor and the City
with respect to the subject matter hereof. Any previous representations, warranties, agreements,
and understandings among the parties regarding the subject matter of the Resale Restriction
Agreement, this Deed of Trust and City Note whether written or oral, are superseded by the terms
of the Resale Restriction Agreement, the City Note and this Deed of Trust.
30. Amendments. This Deed of Trust shall not be amended except by a written
instrument duly executed by Trustor and Beneficiary and recorded in the Official Records of Santa
Clara County.
31. Severability. If any provision of this Deed of Trust shall be held by a court of
competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and
11
OAK #4853-1531-7464 v2
enforceability of the remaining provisions of this Deed of Trust shall not be affected or impaired
thereby.
32. Controlling Law and Venue. The terms of this Deed of Trust shall be interpreted
under the laws of the State of California without regard to principles of conflicts of law. This Deed
of Trust was entered into and is to be performed in the County of Santa Clara, California, which
is the exclusive venue for any action or dispute arising out of this Deed of Trust.
33. Captions. All captions and headings in this Deed of Trust are for the purposes of
reference and convenience and shall be disregarded for all other purposes, including the
construction or enforcement of any of provisions thereof.
34. Joint and Several. The obligations of each signatory to this Deed of Trust shall be
joint and several.
35. Time of the Essence. Time is of the essence with regard to all matters contained in
this Deed of Trust.
SIGNATURES ON FOLLOWING PAGE.
12
OAK #4853-1531-7464 v2
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first
written above.
TRU
Print Name:
By:
Print Name: �%w LFU
SIGNATURES MUST BE NOTARIZED.
13
OAK #4853-1531-7464 v2
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Santa Clara )
n n Due Minh Dinh
On / � � al i 1 L , 20_, before me, Notary Public
(Name of Notary Public)
personally appeared e / X"I C rR Z , who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
r �C A jq_
Signature of Notary Public
14
OAK 44853-1531-7464 v2
DVC MINH DINH
COMM. #2322611P
Notary Public - California o'
sn• Santa Clara County
My Comm. Expires Mar. 27, 2024
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Santa Clara )
On , 20Z3, before me, �� `1 ,
(Name of Notary Public) ( L
personally appeared 1 rYi Wa C IrM Z , who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal. DUC MINH DINH-
COMM. #232261$
i- _ x Notary Public - California 4 r A i AA. Santa Clara County
Signature of Notary Public ��� My Comm. Expires Mar. 27,,2024
15
OAK #4853-1531-7464 v2
I it
Exhibit A
PROPERTY DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CAMPBELL,
COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, AND IS DESCRIBED AS
FOLLOWS:
PARCEL NO. 1
LOT 19 AS SHOWN ON THE MAP ENTITLED "TRACT NO. 10559" FILED ON
MARCH 18, 2021, IN BOOK 936 OF MAPS, AT PAGES 48 THROUGH 53,
SANTA CLARA COUNTY RECORDS, AND AS AMENDED BY THAT CERTAIN
CERTIFICATE OF' CORRECTION RECORDED AUGUST 23, 2021 AS DOCUMENT
NO. 25074259 OF OFFICIAL RECORDS.
EXCEPTING THEREFROM WATER AND WATER RIGHTS AS CONTAINED IN THAT
CERTAIN WATER RIGHTS QUITCLAIM DEED RECORDED APRIL 20, 2021 AS
INSTRUMENT NO. 24928030, OFFICIAL RECORDS OF SANTA CLARA COUNTY.
EXCEPTING AND RESERVING THEREFROM ALL EASEMENTS AND RIGHTS FOR
USE, ENJOYMENT, ACCESS, INGRESS, EGRESS, ENCROACHMENT,
MAINTENANCE, REPAIR, REPLACEMENT, DRAINAGE, SUPPORT AND OTHER
PURPOSES ALL AS SET FORTH IN THE DECLARATION.
PARCEL NO. 2
NONEXCLUSIVE EASEMENTS AND RIGHTS FOR USE, ENJOYMENT, ACCESS,
INGRESS, EGRESS, ENCROACHMENT, MAINTENANCE, REPAIR, REPLACEMENT,
DRAINAGE, SUPPORT AND OTHER PURPOSES ALL AS SET FORTH IN THE OAK
TREE CIRCLE DECLARATION OF RESTRICTIONS (CC&RS) RECORDED ON
SEPTEMBER 23, 2021, AS DOCUMENT NO. 25110718 IN SANTA CLARA
COUNTY, CALIFORNIA, AND ANY AMENDMENTS AND ANNEXATIONS THERETO
(THE "DECLARATION").
APN: 424-57-019
ADDRESS: 16155 EAST MOZART AVENUE, CAMPBELL, CA 95032
OAK #4853-1531-7464 v2
16