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73 Cannery Circle
24376566 RECORDING REQUESTED BY Regina A 1 comendras AND WHEN RECORDED MAIL TO: Santa Clara County - Clerk-Recorder City of Campbell 01/09/2020 08:30 AM 70 North First Street Titles: 2 Pages: 9 Campbell, CA 95008 Fees: 13.00 Attention: Community Development Agency Talot .00 111111 EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE§27383 Space above this line for Recorder's use. APN: 279-53-014 73 Cannery Circle, Campbell, CA 95008 ASSIGNMENT OF OPTION AND BELOW MARKET-RATE AFFORDABLE HOUSING AGREEMENT THIS ASSIGNMENT OF OPTION AND BELOW MARKET-RATE AFFORDABLE HOUSING AGREEMENT (this "Agreement") is entered into effective as of November 7, 2019 ("Effective Date") by and between the City of Campbell, a municipal corporation (the "City") and HouseKeys, Inc., a California corporation ("HouseKeys"). The City and HouseKeys are collectively referred to herein as the "Parties." RECITALS A. The Parties entered into that certain unrecorded Consultant Agreement dated as of June 23, 2017, (as subsequently amended, the "Consultant Agreement") pursuant to which HouseKeys provides services to City in connection with the administration of City's Below Market Rate homebuyer assistance program (the "BMR Program"). B. Pursuant to the BMR Program, City provided certain financing or otherwise facilitated the purchase of the property located at 73 Cannery Circle in the City of Campbell, known as Santa Clara Assessor's Parcel No. 279-53-014 and more particularly described in Exhibit A attached hereto and incorporated herein by reference(the "Property") by a household eligible to participate in the BMR Program. C. In connection with the purchase of the Property, a Resale Restriction Agreement and Option to Purchase dated September 30, 1999 and recorded on October 7, 1999 as No. 15009618, Book N/A, Page N/A (the "Resale Restriction Agreement") was recorded in the Official Records of Santa Clara County. D. The owner of the Property desires to sell the Property and pursuant to the Resale Restriction Agreement, City assigned the City's option to purchase the Property to HouseKeys by that certain Assignment of Option and Below Market Rate Affordable Housing Agreement dated June 21, 2019 and recorded on July 30, 2019 as No. 24242092 in the Official Records of Santa Clara County. E. To facilitate the purchase and sale of the Property, HouseKeys has requested that the City take back, as assignee,the option to purchase the Property with the intention of subsequently assigning the option to purchase the Property to HouseKeys Resource& Education Center, Inc., a California nonprofit public benefit corporation. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Assignment of Option. HouseKeys hereby assigns to the City and the City hereby assumes from HouseKeys, HouseKeys' option to purchase the Property pursuant to the Resale Restriction Agreement. 2. Binding on Successors. This Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement or under law. The terms and conditions set forth herein are intended to run with the land and shall bind the City and all successors, heirs, grantees and assigns, unless and until this Agreement is terminated by the mutual written consent of the Parties. 3. Miscellaneous. 3.1 Notices. 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 Parties in accordance with this Section. All such notices shall be sent by: (i)personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii)nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service. City: City of Campbell 70 N. First Street Campbell, CA 95008 Attention: Paul Kermoyan HouseKeys: HouseKeys 409 Tenant Station#395 Morgan Hill, CA 95037 Attention: BMR Program Administrator 2 3.2 Attorneys' Fees. If either Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing Party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and disbursements. 3.3 Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the Party granting the extension. This Agreement may be amended or modified only by a written instrument executed by the Parties. 3.4 Headings; Interpretation. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 3.5 Action or Approval. Whenever action and/or approval by City is required under this Agreement, the City or its designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City determines in its discretion that such action or approval requires referral to City Council for consideration. 3.6 Entire Agreement. This Agreement, including Exhibit A attached hereto and incorporated herein by this reference,together with the Consultant Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. 3.7 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 3.8 No Third-Party Beneficiaries. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties. 3.9 Parties Not Co-Venturers; Independent Contractor;No Agency Relationship. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. Except as City may specify in writing, HouseKeys shall not have any authority to act as an agent of City or to bind City to any obligation. 3 3.10 Time of the Essence. Time is of the essence for each condition, term, obligation and provision of this Agreement. 3.11 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Santa Clara County, California or in the Federal District Court for the Northern District of California. 3.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. SIGNATURES ON FOLLOWING PAGE. (ALL SIGNATURES ON THIS DOCUMENT, EXCEPT CITY ATTORNEY, MUST BE ACKNOWLEDGED BY A NOTARY PUBLIC) 4 IN WITNESS, WHEREOF,the Parties have entered this Agreement as of the Effective Date. CITY: CITY OF MORGAN HILL, a mu ' ipal ,r tipn By: 3 1 , " B"r an'Coventhal CityManager n ger Attest: /invoriiiiji, Wendy V(Td, City Clerk HOUSEKEYS By: °,- Julius Nyanc Chief Executive Officer (ALL SIGNATURES ON THIS DOCUMENT, EXCEPT CITY ATTORNEY, MUST BE ACKNOWLEDGED BY A NOTARY PUBLIC) 5 CALIFORNIA ALL-PURPOSE 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) ss. On Mnvember 7 , 2019, before me, 24 3),d,QcS, a Notary Public, who personally appeared Wind) ) o,,p,�-l-h� who proved to me on the basis of satisfactory evidence to be the person/ whose name/A I a(e subscribed to the within instrument and acknowledge. to me that shietley executed the same in iij fictf/416r authorized capacity/0, and that by(g.-r/tlIeir signatureit on the instrument the person,or the entity upon behalf'of which the person/7 acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. 4,�,.p��,,�f ANDREA SANDERS e. Notary Public-California z � •. . y= Santa Clara County t /' Commission#2257697 `"""`"� My Comm.Expires Sep 9,2022 =SS/11yçYyal and o seal Signature of y Public (ABOVE AREA FOR OFFICIAL NOTARIAL SEAL) 7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 Californiaifl f/� �/� 1 County of ✓U.Y l iQ Cara. 1 On khrtt 71 2Di 1 before me, T'"lr Llfe 50.405k I CJ► ?Lai c_ , Date f 1 ' 1 Here Insert Name and Title of th Officer personally appeared LA.) JJ Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to b the person whose name . e$. su4scribed to the within instrument and acknowledge. to me that 0 sh y executed the same in • aii t it authorized capacity), and that by .' 0 - -ir signatureon the instrument the person • , .r the entity upon behalf of which the person,81 acte., executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing ,.;� � nNoaEnsnNOERs paragraph is true and correct. Notaryaclar-California WITNESS myhand and official seal. rt = W � Santa Clara County i commission#2257697 *--' My Comm.Expires Sep 9,2022 Signature t/l/,�i a Q/is e4O Place Notary Seal and/or Stamp Above Sign e of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer— Title(s): 0 Corporate Officer—Title(s): ❑ Partner— 0 Limited 0 General 0 Partner— 0 Limited 0 General ❑ Individual 0 Attorney in Fact ❑ Individual 0 Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Trustee 0 Guardian of Conservator ❑ Other: 0 Other: Signer is Representing: Signer is Representing: ©2017 National Notary Association CALIFORNIA ALL-PURPOSE 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} ss. On J VuOts;1\Ji=4` 4, 2019, before me, )(N\C Uu\\}t\��E , a Notary Public, who personally appeared -1-U Ckyl&,t., 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 is true and correct. ABRAHAM VALLE _çNotybhcCornia of Santa Clara County z =k , Commission*2168190 My Comm. Expires Oct 15_2020 WITNESS my hand and official seal Signature of Notary Public (ABOVE AREA FOR OFFICIAL NOTARIAL SEAL) 9 Exhibit A PROPERTY THE LAND REFERED TO HEREIN BELOW IS SITUATED IN THE CITY OF CAMPBELL, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOT 14,AS SHOWN ON THE MAO ENTITLED"TRACT 8888", FILED FOR RECORD APRIL 2, 1997 IN BOOK 687 OF MAPS, AT PAGES 28,AND AS MODIFIED BY A CERTIFICATE OF CORRECTION (IN PART TO CHANGE NAME OF THE MAP TO "TRACT 8888A"), WHICH RECORDED FEBRUARY 27, 1998, RECORDER'S SERIES NO. 14074038,BOTH OF THE OFFICIAL RECORDS OF SANTA CLARA COUNTY RECORDS. EXCEPTING THEREFROM THE UNDERGROUND WATER AND RIGHTS THERETO. WITHOUT RIGHTS OF SURFACE ENTRY,AS CONVEYD TO SAN JOSE WATER COMPANY, A CALIFORNIA CORPORATION BY INSTRUMENT RECORDED JUNE 16, 1997 AS INSTRUMENT NO. 13741751, OFFICIAL REOCRDS. APN: 279-53-014 • •