RES-2015-157RESOLUTION NO. ZQ]_5— 7
A RESOLUTION OF THE- CITY COUNCIL OF THE CITY OF ANAHEIM
APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN THE ANAHEIM HOUSING AUTHORITY AND OLSON URBAN
HOUSING, LLC, SUBSTANTIALLY IN THE FORM ATTACHED TO THE
RESOLUTION; AUTHORIZING THE AUTHORITY EXECUTIVE DIRECTOR
TO NEGOTIATE THE TERMS OF AND FINALIZE SUCH DISPOSITION AND
DEVELOPMENT AGREEMENT; AUTHORIZING THE AUTHORITY
EXECUTIVE DIRECTOR TO IMPLEMENT SUCH DISPOSITION AND
DEVELOPMENT AGREEMENT; AND MAKING CERTAIN OTHER FINDINGS
IN CONNECTION THEREWITH
WHEREAS, the Anaheim Housing Authority ( "Authority ") is a public body, corporate and
politic and is duly organized and validly existing under the Housing Authorities Act, California
Health & Safety Code Section 34240, et seq., and all successor statutes and implementing regulations
thereto (the "HAL "); and
WHEREAS, prior to February 1, 2012, the Anaheim Redevelopment Agency (herein
referred to as the "Former Agency ") was a community redevelopment agency duly organized and
existing under the California Community Redevelopment Law, Health and Safety Code Section
33000 et seq. (the "Redevelopment Law "); and
WHEREAS, pursuant to Assembly Bill x1 26 ( "AB xl 26 "), chaptered and effective on
June 27, 2011, the Former Agency and all other redevelopment agencies in the State of California
were dissolved; and
WHEREAS, the dissolution of redevelopment agencies pursuant to AB xl 26 was upheld by
the California Supreme Court in its decision in California Redevelopment Association v. Matosantos,
Case No. S194861 (Dec. 29, 2011) (the "Matosantos Decision ") and was amended by Assembly Bill
1484 ( "AB 1484 ") and Senate Bill 341 ( "SB 341 "); and
WHEREAS, AB xl 26, the Matosantos Decision, AB 1484 and SB 341, as subsequently
amended, are referred to herein as the "Dissolution Act."
WHEREAS, prior to the dissolution of the Former Agency, the City of Anaheim (the "City ")
elected to serve as the Successor Agency to the Anaheim Redevelopment Agency (the "Successor
Agency "), but declined to succeed to the housing assets and functions previously performed by the
Former Agency; and
WHEREAS, the City designated the Anaheim Housing Authority (the "Authority ") as the
"housing successor" to the Former Agency pursuant to Section 34176(a)(3) of the Dissolution Act;
and
WHEREAS, as required by Section 34176(a)(2) of the Dissolution Act, the Authority
prepared a "Housing Asset Transfer Form" listing all of the Former Agency's "housing assets" (as
defined in Section 34176(e) of the Dissolution Act); and
WHEREAS, the California Department of Finance ( "DOF ") approved the Housing Asset
Transfer Form; and
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WHEREAS, the Former Agency acquired an approximately 24,715 square foot site located
at 2415 South Manchester Avenue ( "Property ") in June 2006 for a purchase price of $261,085; and
WHEREAS, the Property was designated as a housing asset on the Housing Asset Transfer
Form approved by DOF and therefore by operation of law the Authority now has ownership and
control over the Property in its capacity as the housing successor; and
WHEREAS, Section 34312.3 of the HAL permits the Authority, after holding a public
hearing, to sell, lease, or otherwise dispose of its real property without complying with any provision
of law concerning disposition of surplus property, provided that the net sales proceeds are used to
assist an affordable housing project; and
WHEREAS, the City Council has determined that public infrastructure deficiencies and
other factors impacting the Property make it infeasible to develop the Property with affordable
housing uses; specifically, development of the Property necessitates construction of stone drain
improvements in the right -of -way and on -site, off -site water and sewer lines, and electrical
undergrounding at a total estimated cost of $620,000; and
WHEREAS, staff of the Authority have negotiated the terms of a Disposition and
Development Agreement (the "Agreement ") with Olson Urban Housing LLC (the "Developer "),
which provides for the conveyance of the Property to the Developer concurrently with or following
Developer's acquisition of an approximately 4.94 acre site located adjacent to the Property; and
WHEREAS, the Agreement requires the Developer to integrate the Property with the
adjacent property for purposes of developing a market -rate for -sale townhome development on the
Property and the adjacent property; and
WHEREAS, as required by Section 34312.3 of the HAL, the Authority will use the net
proceeds of the sale to assist an affordable housing project in the City; and
WHEREAS, in accordance with Sections 33431 and 33433 of the Redevelopment Law, the
City and Authority held a noticed public hearing regarding the proposed Agreement; and
WHEREAS, the Authority prepared a report summarizing the details of the Agreement in
accordance with Section 33433 of the Redevelopment Law and made such report available for public
inspection prior to the public hearing on the Agreement; and
WHEREAS, the City Council has duly considered all terms and conditions of the proposed
Agreement, including all attachments thereto, and believes that the Project is in the best interests of
the City of Anaheim and the health, safety, and welfare of its residents, and in accord with the public
purposes and provisions of applicable state and local laws and requirements.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ANAHEIM:
Section 1 . The City Council finds and determines that the foregoing recitals are true and
correct and are a substantive part of this Resolution.
Section 2 . The City Council hereby finds and determines, based on all documentation,
testimony and other evidence in the record before it, that (a) the proposed sale and development of
the Property will assist in the elimination of blight by allowing a parcel (the Property) constrained
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with infrastructure deficiencies to be combined with an adjacent contiguous parcel and developed
with new for -sale townhouse condominium units and (b) the consideration being paid to the
Authority is not less than the fair market value of the Property at its highest and best use in
accordance with the Former Agency's Redevelopment Plan for the Anaheim Merged Redevelopment
Project, as determined by an independent appraiser.
Section 3 . The City Council hereby approves the Disposition and Development
Agreement between the Authority and the Developer, with such changes as may be mutually agreed
upon by the Authority Executive Director (or his duly authorized representative), the City Attorney,
and the Developer, respectively, as are minor and in substantial conformance with the form of the
Agreement submitted herewith. The Authority Executive Director and the Authority Secretary/City
Clerk are hereby authorized to execute and attest the Agreement, including any related attachments,
on behalf of Authority. In such regard, the Authority Executive Director (or his duly authorized
representative) is authorized to sign the final version of the Agreement after completion of any such
non - substantive, minor revisions. Copies of the final form of the Agreement, when duly executed
and attested, shall be placed on file in the office of the City Clerk. Further, the Authority Executive
Director (or his duly authorized representative) is authorized to implement the Agreement and take
all further actions and execute all documents referenced therein and /or necessary and appropriate to
carry out the transaction contemplated by the Agreement, including all exhibits thereto. The
Authority Executive Director (or his duly authorized representative) is hereby authorized to the
extent necessary during the implementation of the Agreement to make technical or minor changes
and interpretations of the Agreement after execution, as necessary to properly implement and carry
out the Agreement, including all exhibits thereto, provided any and all such changes shall not in any
manner materially affect the rights and obligations of the Authority under the Agreement.
Section 4 . In addition to the authorization of Section 3 above, the Authority
Executive Director is hereby authorized, on behalf of the Authority, to sign all other documents
necessary or appropriate to carry out and implement the Agreement, including all exhibits thereto and
including causing the issuance of warrants in implementation thereto, and to administer the
Authority's obligations, responsibilities and duties to be perfonned under the Agreement, including
all exhibits thereto.
Section 5 . As a "responsible agency" under the California Environmental Quality Act
(Public Resources Code Section 21000, et seq.; herein referred to as "CEQA "), the City Council
hereby finds and determines that the proposed sale of the Property consists of the sale of surplus
government property (a Class 12 Project) that will not cause a significant effect on the environment
and that the Agreement and the sale of the Property pursuant to the Agreement is therefore
categorically exempt from CEQA pursuant to Section 15312 of Title 14 of the California Code of
Regulations. This finding is based on the City Council's determination that (a) the Property does not
have significant values for wildlife habitat or other environmental purposes, and (b) the Property is of
such size, shape, or inaccessibility that it is incapable of independent development or use.
Section 6 . The City Clerk shall certify to the adoption of this Resolution.
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THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY
THE CITY COUNCIL OF THE CITY OF ANAHEIM THIS FIFTH (5 DAY OF MAY,
2015, BY THE FOLLOWING ROLL CALL VOTE:
AYES: Mayor Tait, Mayor Pro Tern Kring, Council Members: Murray, Brandman,
and Vanderbilt
NOES: None
ABSTAIN: None
ABSENT: None
AT EST:
City Clerk
CITY OF ANAHEIM
By:
Mayor
al
ATTACHMENT TO RESOLUTION
ATTACH COPY OF AGREEMENT
ATTACHMENT TO RESOLUTION
Page 1 of 1
DISPOSITION AND DEVELOPMENT AGREEMENT
(2415 S. MANCHESTER AVENUE)
This DISPOSITION AND DEVELOPMENT AGREEMENT (2415 S. MANCHESTER
AVENUE) ( "Agreement "), dated for reference purposes only as of May 5, 2015, is by and between
the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic ( "Seller "), and
OLSON URBAN HOUSING, LLC, a Delaware limited liability company ( "Developer ").
RECITALS
A. Seller is the fee owner of approximately 24,715 square feet of real property generally
located at 2415 S. Manchester Avenue in the City of Anaheim, County of Orange, California,
described as Assessor's Parcel Number 137 - 451 -36 and more particularly described in Exhibit A,
attached hereto and incorporated herein ( "Land "), a portion of which may be improved with fixtures,
structures, parking areas, landscaping and other improvements constructed and located on the Land,
including, but not limited to certain electrical and drainage systems to be used in the operation
thereof ("Improvements"); and all rights, privileges, easements and appurtenances to the Land and
the Improvements, if any, including, without limitation, all of Seller's right, title and interest, if any,
in and to all minerals, oil, gas and other hydrocarbon substances, development rights and water stock
relating thereto, all strips and gores, and all of Seller's right, title and interest in and to any easements
and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the
Improvements (the Land, the Improvements and all such easements and appurtenances are sometimes
collectively referred to herein as the "Real Property "); and all of Seller's interest in and to any
trademarks and trade names used in connection with the Real Property (collectively, the "Trade
Names "), together with Seller's interest in and to any architectural, site, landscaping, or other
permits, applications, development rights or agreements, licenses, approvals, certificates,
authorizations and other entitlements, will serve letters, transferable guarantees and warranties
covering the Land and /or Improvements, all contract rights (including rights under the Service
Contracts (as hereinafter defined)), books, records, reports, test results, environmental assessments,
as -built plans, specifications and other similar documents and materials relating to the use or
operation, maintenance or repair of the Property or the construction or fabrication thereof, and all
transferable utility contracts relating to the Property, to the extent assignable and accepted by
Developer (collectively, the "Intangible Property ") (the Real Property, the Trade Names and the
Intangible Property are sometimes collectively referred to herein as the "Property ").
B. Seller desires to sell, and Developer desires to purchase, the Property, all in
accordance with the terms set forth below.
TERMS & CONDITIONS
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is acknowledged, Seller and Developer agree as follows:
1. Sale. On the terms and subject to the conditions of this Agreement, Developer
hereby agrees to purchase from Seller, and Seller agrees to sell to Developer the Property, on the
Closing Date (defined in Section 11).
2. Opening of Escrow. Within three (3) Business Days of execution of this Agreement,
the parties shall open an escrow ( "Escrow ") with Escrow Holder by causing an executed copy of this
Agreement to be deposited with First American Title Insurance Company or another escrow
company mutually approved by the parties ( "Escrow Holder "). Escrow shall be deemed open on the
date that a fully executed copy of this Agreement is delivered to Escrow Holder and accepted by
Escrow Holder as evidenced by Escrow Holder's execution of this Agreement ( "Opening of
Escrow ").
3. Purchase Price. The purchase price for the Property ( "Purchase Price ") shall be
Four Hundred Thirty Thousand and 00 /100 Dollars ($430,000.00). The Purchase Price shall be paid
as follows:
3.1 Deposit Upon receipt by Developer of a signed copy of this Agreement from
Seller, and acceptance of the terms and execution of this Agreement by Developer, Developer shall,
within five (5) Business Days thereafter, deposit the sum of Ten Thousand and 00 /100 Dollars
($10,000.00) ( "Deposit ") with the Escrow Holder, to be held in escrow for the benefit of the parties
and applied against the Purchase Price at Closing (defined in Section 11) or refunded or forfeited in
accordance with the terms of this Agreement.
The Deposit shall be held by Escrow Holder in a non- comingled interest bearing
account fully insured by the federal government in an institution as directed by Developer and any
interest earned and accrued on the Deposit shall be considered part of the Deposit. The Deposit is
fully refundable to Developer on or before the expiration of the Contingency Period. In the event
Developer expressly waives contingencies in writing and elects to continue and does not terminate
this Agreement on or prior to the expiration of the Contingency Period, the Deposit shall become
immediately non - refundable and held in Escrow, except in the event of a Seller default, a failure of a
condition precedent in favor of Developer (other than contingency items required to be approved
during the Contingency Period), or as otherwise specifically set forth in this Agreement, but in all
events the Deposit shall be applicable to the Purchase Price. If the Closing is not consummated
because of a default under this Agreement on the part of Developer after the expiration of the
Contingency Period, as the case may be, the Escrow Holder shall disburse the Deposit to Seller as
liquidated damages pursuant to Section 10.1 below.
3.2 Cash at Closing Upon the Escrow Holder's receipt of all Closing Items
(defined in Section 4.3 below), Developer shall deposit with the Escrow Holder, in cash, by certified
check or by wire transfer of immediately available funds the balance of the Purchase Price less the
Deposit, plus or minus closing pro- rations, adjustments, and costs related to the Closing. The
Purchase Price shall be disbursed to Seller by the Escrow Holder upon confirmation of the
recordation of the Deed (as defined in Section 4.1(a)) in the Official Records of Orange County.
4. Closing Deliveries to Escrow Holder.
4.1 By Seller Seller hereby covenants and agrees to deliver or cause to be
delivered to Escrow Holder within one (1) Business Day prior to the Closing Date the following
instruments and documents, the delivery of each of which shall be a condition precedent to the
Closing for the benefit of Developer.
(a) Deed Subject to Section 5, Seller shall convey title to the Property
to the Developer by grant deed, subject only to the Permitted Exceptions, in substantially the form set
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forth as Exhibit C, attached hereto and incorporated herein ( "Deed "). "Permitted Exceptions" means
those items disclosed by the Title Insurance Commitment that the Developer does not object to, or
that Developer waives objection to, or agrees to take title subject to, or that Developer agrees to
accept affirmative title insurance coverage over, and all zoning ordinances and regulations.
(b) General Assignment and Bill of Sale Seller shall deliver to Escrow
Holder an assigmnent and bill of sale ( "General Assignment "), duly executed by Seller in the form
of, and upon the terms contained in, Exhibit B, attached hereto and incorporated herein.
(c) Non - Foreign Certification Seller shall deliver to Escrow Holder a
certification duly executed by Seller under penalty of perjury in the form of, and upon the terms set
forth in, the Transferor's Certification of Non - Foreign Status ( "FIRPTA Certificate "), setting forth
Seller's address and federal tax identification number and certifying that Seller is a "United States
Person" and that Seller is not a "foreign person" in accordance with and/or for the purpose of the
provisions of Sections 7701 and 1445 (as may be amended) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder.
(d) Closing Statement An executed settlement statement reflecting the
pro- rations and adjustments required under Section 9.
(e) Closing Documents Any additional tax forms, recordation forms,
1099s or other documents as may be reasonably required by the Escrow Holder or the Title Company
to consummate the transaction contemplated by this Agreement.
Section 9.
(f) Cash — Pro- rations The amount, if any, required of Seller under
4.2 By Developer Developer hereby covenants and agrees to deliver or cause to
be delivered to Escrow Holder on or prior to the Closing Date the following instruments and
documents, the delivery of each of which shall be a condition precedent to the Closing for the benefit
of Seller.
(a) Purchase Price Developer shall deliver to Escrow Holder the
Purchase Price in accordance with Section 3.
(b) Preliminary Change of Ownership Statement Developer shall
deliver to Escrow Holder a Preliminary Change of Ownership Statement completed in the manner
required in Orange County.
4.3 Additional Closing Items Each party shall also execute and deliver to the
Escrow Holder such documents, certificates and instruments as may customarily be required in
transactions of this type. The items required to be submitted to the Escrow Holder pursuant to this
Section and Sections 4.1 and 4.2 above are referred to herein collectively as the "Closing Items."
5. Title. As evidence of title, within five (5) days of the Opening of Escrow, or as soon
thereafter as is reasonably practical, the Seller shall deliver to the Developer a commitment for an
owner's policy of title insurance with standard exceptions ( "Title Insurance Commitment ") issued by
First American Title Insurance Company or another title company mutually approved by the parties
( "Title Company "), in the amount of the Purchase Price (or such amount as required by Developer),
dated later than the Opening of Escrow, and guaranteeing the title in the condition required for
performance of this Agreement, together with copies of all documents shown in the commitment as
affecting title ( "Title Documents ") and a scaled and dimensioned plot showing the location of any
easements on the Property. At Closing, the Seller shall pay the premium for a CLTA standard
coverage owner's policy.
Developer may, at its own expense, obtain a UCC -1 report regarding title condition of any
personal property located on the Property. Seller shall provide Developer with copies of any liens or
encumbrances affecting such personal property that it is aware of within ten (10) days of the Opening
of Escrow.
The Developer shall have thirty (30) days from receipt of the Title Insurance Commitment
and Title Documents to inspect the state of the title and matters affecting title, and to object to the
matters shown thereby. Failure to object in writing within the above period shall constitute a waiver
of the Developer's objections to title. If the Developer objects to any matter disclosed by the Title
Insurance Commitment or Title Documents, then the Seller shall have ten (10) Business Days from
the date it is notified in writing of the particular defects claimed, to elect, in its reasonable discretion,
either: (1) to remedy the title defect that is the subject of the Developer's objection, or (2) not
remedy the title defect that is the subject of the Developer's objection, at Seller's option; Seller's
election shall be communicated in writing to Developer. If Seller elects not to remedy such title
defect, then Developer shall have two (2) Business Days following receipt of Seller's notification
under the preceding sentence to elect to either (x) waive its title objection and accept title subject to
the alleged title defect, or (y) terminate this Agreement and receive a refund of the Deposit.
Seller may cure any title objection that may be cured by the payment of a sum certain (such
as existing mortgages, land contracts and other liens) by paying or depositing that sum at Closing.
Notwithstanding the foregoing, Developer hereby objects to all liens evidencing monetary
encumbrances (other than liens for non - delinquent general real property taxes to be paid by
Developer under this Agreement) and Seller agrees to cause all such liens to be eliminated at Seller's
sole cost (including all prepayment penalties and charges) prior to the Closing Date. At the Closing,
Seller will provide the Title Company with a commercially reasonable owner's affidavit, which will
include a representation by the Seller (if accurate as of the Closing) that will allow the Title
Company to issue an endorsement to Developer's title policy against potential mechanic's and
materialmen's liens; provided, however that if such representation is not accurate, Seller will work
with the Title Company to provide alternative assurances to allow the Title Company to issue to
Developer such lien endorsement at the Closing.
Notwithstanding anything to the contrary contained in this Agreement, if, at any time prior to
the Closing, any updates to the Title Insurance Commitment are received by Developer, Developer
shall have ten (10) Business Days (regardless of the date) following Developer's receipt of such
update and legible copies of all underlying documents referenced therein (that were not referenced in
the Title Documents previously provided to Developer) to notify Seller of objections to items on any
such updates ( "Title Updates "). Developer, at its sole election, may hire a land surveyor for the
purpose of preparing an ALTA survey for the Property (the "Survey "). Notwithstanding the
foregoing, Developer shall have ten (10) Business Days after receipt of the Survey to object to any
matters of survey in writing to Seller, in which event the procedure set forth in Section 5 above shall
apply to such Survey objections.
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6. Possession. Unless this Agreement is earlier terminated pursuant to the terms hereof,
the Seller shall deliver and the Developer shall accept possession of the Property on the Closing
Date, without any rights of tenants or any other party in possession.
7. Conditions to Closing. Seller's obligation to sell and Developer's obligation to
purchase the Property shall be subject to and expressly conditioned upon satisfaction (or waiver) of
the following conditions precedent to the Closing set forth in Sections 7.1 and 7.2 below, which shall
be exclusively for the benefit of Seller and Developer.
7.1 Land Use Approvals During the Contingency Period, Developer shall have
obtained any and all land use and other entitlements required for the Project (defined below),
including without limitation (but only as applicable), a precise plan of design, conditional
development permit, environmental assessment, and CEQA approval and associated mitigation
measures for the Project, and such other land use entitlements and permits, and during the term of
this Agreement, Developer shall have the right to seek written authorizations, approvals, permits and
the like (collectively, the "Approvals ") from the City of Anaheim, all governmental authorities with
jurisdiction over the Property (collectively the "Governmental Authorities ") and all utility providers,
sufficient to allow Developer to develop the Property for Developer's intended use after the Closing.
Developer shall bear the expense of obtaining any such Approvals. Seller agrees to promptly
cooperate with Developer, at no third -party cost to Seller, in all reasonable respects in obtaining the
Approvals, provided that in no event shall the Approvals bind the Property prior to the Closing.
Seller's cooperation shall include without limitation, executing and joining in any applications or
submissions made by Developer which require the consent or joinder of the record owner of the
Property. Additionally, Seller hereby grants to Developer the right to negotiate directly with any
Governmental Authorities and utility providers having jurisdiction over the Property and/or the
development thereof, provided that such negotiations do not bind Seller or the Property prior to the
Closing.
As used in this Agreement, the "Project" refers to a three -story single - family
townhome condominium development. The Project shall be designed in a manner that utilizes both
the Land and the Adjacent Parcel in an integrated manner.
7.2 Permits Prior to or concurrently with the Closing, Developer shall have
received any and all grading and building permits required to be obtained by Developer prior to and
as a condition precedent to the commencement of construction of any portion of the Project (or such
permits shall be ready to issue upon Closing, subject only to payment of applicable fees), based on
grading, building, and other plans approved by the Seller.
7.3 Concurrent or Prior Acquisition of Adjacent Real Property Concurrently
with or prior to the Closing, Developer shall also have acquired fee title to that certain real property
comprised of approximately 4.94 acres located adjacent to the Land at S. Manchester
Avenue (APN: ) (the "Adjacent Parcel ").
7.4 Subdivision Map Act Prior to or concurrently with the Closing, Developer
shall have obtained approval of a tract map, lot line adjustment or lot tie, as approved by the City of
Anaheim, to comply with the Subdivision Map Act. Such land use approval shall prohibit future
conveyances of the Land separately from the Adjacent Parcel and shall result in the Land and the
Adjacent Parcel together constituting a legal parcel under the Subdivision Map Act.
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7.5 Financing The Developer shall have provided proof satisfactory to the Seller
that the Developer has sufficient internal funds or has obtained a loan or other financing for
construction of the Project to be developed on the Land and the Adjacent Parcel, and such financing
shall close and be available to the Developer upon the Closing.
8. Developer's Contingencies, Contingency Period, Survey and Development
Approvals. Within two hundred seventy (270) calendar days following the Opening of Escrow
(the "Contingency Period "), Developer shall have the right to perform and to seek any and all
necessary investigations, inspections and approvals necessary to develop and operate the Project at
the Property, as described in Sections 8.1 and 8.2, below:
8.1 Review and Approval of Documents and Materials Within ten (10) days of
the Opening of Escrow, Seller shall deliver to Developer any and all documents, reports, surveys,
environmental assessments, engineering reports, building plans and blueprints for the Property and
other materials in Seller's possession or under its control or that of its agents, respecting the Property,
including any Hazardous Substance Conditions Report concerning the Property and relevant
adjoining properties, any Natural Hazard Zone Disclosure Report, and all lease agreements relating
to any tenant or occupant then occupying the Property (collectively, "Materials "). During the
Contingency Period, Developer may review and evaluate the Materials to determine whether the
Property is appropriate for Developer's proposed use, in its sole discretion.
8.2 Developer's Due Diligence & Survey During the Contingency Period, the
Developer and its agents may, at the Developer's sole expense, conduct tests and physical
inspections of the property, including building inspections and environmental site assessments
desired by the Developer. Developer shall also conduct such investigations with regard to zoning,
building codes, and availability of permits and approvals for its intended construction and use of the
Property, as it deems prudent in its sole discretion. Developer shall restore the Property to the
condition that it was in prior to those tests and inspections and shall indemnify, defend and hold
Seller harmless from all damages, costs, loss, expense (including attorney fees) and liability resulting
from Developer's activities, acts and omissions on the Property. Notwithstanding anything to the
contrary contained in this Agreement, (1) the defense, indemnity and hold harmless provision
contained in this Section shall not apply to the extent such liabilities arise in connection with the
negligence or willful misconduct of Seller, its employees, agents, contractors, licensees or invitees
and (ii) provided further that Developer shall have no liability to Seller or to its employees, agents or
contractors by reason of, nor shall Developer have any duty to indemnify, defend or hold any person
or entity harmless from or against, any liabilities, including, without limitation, any claim for
diminution in value of the Property or for environmental remediation or clean -up costs, resulting
directly from Developer having merely discovered and /or reported (to the extent required by
applicable law) any adverse physical condition, title condition, environmental condition or other
defect with respect to the Property. The foregoing provisions shall survive the Closing or any
tennination of this Agreement. Developer shall notify Seller in advance of its desire to conduct any
inspections at the Property to give Seller adequate opportunity to make reasonable arrangements with
the tenant in possession (if any). During the Contingency Period, the Developer shall have the right,
but not the obligation, to cause a Survey of the Property at its own expense. The Survey report shall
also: (1) be certified to the Developer and (2) be prepared and sealed by a registered California Land
Surveyor. Copies of any final non - privileged, non - attorney - client work product reports and/or
surveys prepared pursuant to this Agreement shall be delivered to Seller. Developer shall not be
liable for reports /Survey and said reports /Survey are provided to the Seller for reference purposes
only.
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8.3 Developer's Objections Developer shall have the right at any time on or
before the expiration of the Contingency Period to terminate this Agreement if, during the course of
Developer's due diligence investigations of the Property and in connection with its obtaining of the
Approvals, Developer determines in its sole and absolute discretion that the Property is not
acceptable to Developer.
8.4 Termination Notice Developer may exercise Developer's termination rights
pursuant to Section 8.3 by delivering written notice of termination to Seller and Escrow Agent (a
"Termination Notice ") on or before the expiration of the Contingency Period. Upon the timely
delivery of such Termination Notice, (i) Escrow Agent shall immediately return the Deposit to
Developer without the need for further instruction or approval of the parties, and (ii) this Agreement
shall automatically terminate and be of no further force or effect and neither party shall have any
farther rights or obligations hereunder. Notwithstanding anything contained herein to the contrary, if
Developer fails to provide a Termination Notice or waiver of contingencies on or prior to the
expiration of the Contingency Period in accordance with the provisions of this Section 8, then
Developer shall be deemed to have elected to terminate this Agreement and the Deposit shall be
promptly returned to Developer without need for further instruction or approval of the Parties.
8.5 Disclaimer of Warranties Developer shall acquire the Property in its "AS IS"
condition and shall be responsible for any and all defects in the Property, whether patent or latent,
including, without limitation, the physical, environmental, and geotechnical condition of the
Property, and the existence of any contamination, hazardous materials, vaults, debris, pipelines,
wells, or other structures located on, under or about the Property. Except as expressly set forth in this
Agreement, Seller makes no representation or warranty concerning the physical, environmental,
geotechnical or other condition of the Property. Developer acknowledges that, once Developer
obtains title to the Property, any liability of the Seller for the environmental condition of the Property
shall be extinguished, and that Seller shall have no liability for remediating any environmental
condition of the Property. Developer shall indemnify Seller against any claim or liability relating to
the environmental condition of the Property; provided, however, that Seller shall remain liable for
(1) any hazardous materials released into the Property while Seller owned the Property, (2) any third
party claim that arose during Seller's ownership of the Property; and (3) breach of Seller's
Representation and Warranties. The foregoing indemnity obligation shall survive the Closing.
9. Prorated and Adjusted Items. The following items shall be prorated and /or
adjusted as follows:
9.1 Taxes Escrow is not to be concerned with proration of Seller's taxes for the
current fiscal year. Seller is a public agency and therefore exempt from the payment of property
taxes. Developer shall be responsible for all applicable prorated taxes once Developer obtains title to
the Property.
9.2 Other Costs Seller shall pay all water, sewer, telephone, and all other utility
charges incurred on or before the Closing Date with respect to the Property. After the Closing,
Developer shall pay all such charges. Seller shall pay the applicable transfer taxes, the cost of
recording any curative instruments and the cost of a CLTA standard coverage owner's title policy.
Developer shall pay the cost of recording the Deed conveying title to the Property, the costs
associated with Developer's financing, the cost of any extended coverage or ALTA owner's title
policy and the cost of any title endorsements. Escrow fees shall be shared equally by the parties.
Each party shall pay its own legal fees.
7
10. Default.
10.1 PURCHASER'S DEFAULT IF PURCHASER FAILS TO COMPLETE
THE PURCHASE OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON
OF ANY UNCURED MATERIAL DEFAULT OF PURCHASER (AND NOT DUE TO A
FAILURE OF A CONDITION PRECEDENT), SELLER SHALL BE RELEASED FROM ITS
OBLIGATION TO SELL THE PROPERTY TO PURCHASER. PURCHASER AND SELLER
HEREBY ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND /OR
EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED
BY SELLER AS A RESULT OF SUCH DEFAULT BY PURCHASER, AND AGREE THAT THE
DEPOSIT (INCLUDING ALL INTEREST ACCRUED THEREON) IS A REASONABLE
APPROXIMATION THEREOF. ACCORDINGLY, IN THE EVENT THAT PURCHASER
BREACHES THIS AGREEMENT BY DEFAULTING IN THE COMPLETION OF THE
PURCHASE, THE DEPOSIT (INCLUDING ALL INTEREST ACCRUED THEREON) SHALL
CONSTITUTE AND BE DEEMED TO BE THE AGREED AND LIQUIDATED DAMAGES OF
SELLER, AND SHALL BE PAID BY PURCHASER TO SELLER AS SELLER'S SOLE AND
EXCLUSIVE REMEDY. EXCEPT FOR ATTORNEYS' AND OTHER FEES RECOVERABLE
PURSUANT TO SECTION 22 BELOW AND ITS RIGHTS TO BE INDEMNIFIED AS
PROVIDED IN THIS AGREEMENT, SELLER AGREES TO AND DOES HEREBY WAIVE ALL
OTHER REMEDIES AGAINST PURCHASER WHICH SELLER MIGHT OTHERWISE HAVE
AT LAW OR IN EQUITY BY REASON OF SUCH DEFAULT BY PURCHASER. THE
PAYMENT OF THE DEPOSIT (INCLUDING ALL INTEREST ACCRUED THEREON) AS
LIQUIDATED DAMAGES IS NOT INTENDED TO BE A FORFEITURE OR PENALTY, BUT IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL CODE SECTIONS. 1671, 1676 AND 1677.
SELLER'S INITIALS: PURCHASER'S INITIALS:
10.3 SELLER'S DEFAULT IF SELLER FAILS TO COMPLETE THE SALE
OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY
MATERIAL DEFAULT OF SELLER (AND NOT DUE TO A FAILURE OF A CONDITION
PRECEDENT), PURCHASER MAY EITHER (I) PROCEED AGAINST SELLER BY BRINGING
AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT WITHOUT ANY
RIGHT TO SEEK DAMAGES OF ANY KIND OR NATURE, OR (II) TERMINATE THIS
AGREEMENT IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER.
11. Time and Place of Closing. Consummation of this sale and purchase ( "Closing ")
shall take place within thirty (30) days following the expiration of the Contingency Period or
Developer's earlier delivery to Seller of a written waiver ( "Developer's Closing Notice ") of all
conditions to Developer's obligation to proceed to Closing, unless this Agreement has been duly and
timely terminated pursuant to the provisions of this Agreement. Closing shall take place at the
offices of the Escrow Holder and coordinated through their affiliate offices. As used herein,
"Closing Date" means the date and time on which the Deed is recorded in the Official Records of the
County.
11.1 Outside Closin4 Date In no event shall the Closing occur later than three
hundred thirty (330) calendar days following the Opening of Escrow (the "Outside Closing Date ").
Notwithstanding Section 29(f) or any other provision of this Agreement, the Outside Closing Date
shall not be subject to extension for force majeure delays.
12. Pre - Closing Covenants Seller shall between the date hereof and the Closing Date,
unless otherwise consented to in writing by Developer:
(a) Maintain the Property in compliance with all applicable laws and in
its present condition, reasonable wear and use excepted.
(b) Not suffer or permit any new easements, encumbrances, liens or
security interests to attach to the Property, or transfer or convey the Property or any portion or
portions of the Property.
(c) Not enter into or amend any contracts or agreements pertaining to
the Property, which would survive the Closing and be binding upon Developer.
(d) Maintain hazard and liability insurance with respect to the Property,
in amounts determined to be appropriate by Seller, in Seller's reasonable discretion.
13. Risk of Loss.
13.1 Condemnation If before the Closing Date any action or proceeding is
commenced for the condemnation or exercise of the rights of eminent domain with respect to the
Property or any portion of the Property, or if Seller is notified by the duly authorized officer of a duly
empowered condemning authority of the intent to commence such action or proceeding
( "Condemnation ") and if such Condemnation would materially and adversely affect the use or
operation of the Property, have the effect of decreasing the square footage of the buildable area at the
Property, or reduce or eliminate access to the Property, then Developer may either (a) terminate this
Agreement, or (b) proceed with the Closing without modifying the terms of this Agreement and
without reducing the Purchase Price, on the condition that Seller must assign and turn over, and
Developer will be entitled to keep, all awards for the Condemnation that accrue to Seller; provided,
however, if any award is rendered specifically to compensate Seller for Seller's lost goodwill, such
an award shall belong to Seller. Seller may not negotiate, resist, or stipulate to any Condemnation
without Developer's written consent. Seller must notify Developer of any notice of Condemnation of
all or any portion of the Property within five (5) days after the receipt of such notice, and Developer
must exercise its option(s) as provided in this Section 13.1 within fifteen (15) days after receipt of
such notice. If necessary, the Closing Date will be extended to give Developer the full 15 -day period
to make such election. Notwithstanding the foregoing, if any condemnation action is commenced
prior to the Closing Date, Developer shall have the right to terminate this Agreement and to receive
the return of the Deposit, as well as a sum equal to Developer's out -of- pocket costs incurred in
connection with this transaction.
13.2 Damage and Destruction If before the Closing Date any damage or
destruction of the Property, or any portion of it, occurs, then within three (3) days after determination
of the amount of the Insurance Proceeds (defined below) to be received with respect to such loss,
Developer must elect, by written notice to Seller, either to: (a) terminate this Agreement (in which
event the Deposit, and all accrued interest thereon, shall forthwith be returned to Developer and
thereupon neither party shall have any further rights or obligations hereunder); or (b) receive an
assignment of the Insurance Proceeds with respect to such loss and proceed to Closing without any
reduction in the Purchase Price (in which event the Closing shall occur within thirty (30) days after
such election). If Developer shall fail to provide such written notice of election within ten (10) days
after determination of the amount of the Insurance Proceeds to be received with respect to such loss,
then Developer shall be deemed to have elected to terminate this Agreement. As used herein,
"Insurance Proceeds" means the proceeds from any and all insurance maintained by Seller with
respect to the Property and /or to such loss, including without limitation fire and casualty and liability
insurance.
14. Representations and Warranties of Seller. Seller represents and warrants to
Developer that, to Seller's actual knowledge, except as set forth or otherwise disclosed in this
Agreement, or in any exhibit to this Agreement, or in any schedule of exceptions attached to this
Agreement: [Subject to confirmation by Housing Authority staff]
(a) Seller is not a party to any contract, agreement or commitment to
sell, convey, assign, transfer or otherwise dispose of any portion or portions of the Property.
(b) Seller has not received notice of violation of any applicable law,
ordinance, regulation, order or requirement relating to Seller's operation or use of the Property.
(e) To Seller's actual knowledge: (1) neither the Property nor any part
thereof is in breach of any environmental laws; (ii) no part of the Property has ever been used as a
landfill, dump, toxic waste disposal site or storage area; (iii) there are no underground storage tanks
at the Property, or, with respect to removed tanks, at the time of removal, any contaminated soil was
removed; and (iv) the Property is free of any Hazardous Materials that would trigger response or
remedial action under any environmental laws or any existing common law theory based on nuisance
or strict liability. This warranty is limited to matters of which Seller has actual knowledge, and
Developer acknowledges that Seller has not made any affirmative investigation as to environmental
issues affecting the Property in connection with this Agreement. As used in this Agreement, the term
"Hazardous Material" means any flammable items, explosives, radioactive materials, hazardous or
toxic substances, material or waste or related materials, including any substance defined as or
10
included in the definition of "hazardous substances ", "hazardous wastes ", "hazardous materials" or
"toxic substances" now or subsequently regulated under any applicable federal, state or local laws or
regulations, including without limitation petroleum -based products, paints, solvents, lead, cyanide,
DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos,
PCBs and similar compounds, and including any different products and materials which are
subsequently found to have adverse effects on the environment or the health and safety of persons.
(d) There is no litigation pending or to the actual knowledge of Seller,
threatened, against Seller or the Property which relates to, or if decided adversely, could have a
material adverse effect upon, the Property (including condemnation or similar proceedings).
(e) Except as disclosed in writing to Developer by Seller as part of the
Materials, there are no leases, licenses or other occupancy or use agreements, written or oral, in
effect in which Seller has granted any party rights to possession or use of the Property or any portion
thereof, nor has Seller given any party an option or right of first refusal to purchase any portion of the
Property.
(f) Except as disclosed in writing to Developer by Seller as part of the
Materials, the Property is not subject to any operating, maintenance or repair contract or other
agreements that will bind the Property or Developer after the Closing ( "Service Contracts ").
(g) Except as disclosed in the Materials, Seller has no actual knowledge
of any violations of health, environmental or other applicable law, ordinance, code, order or
regulation in any respect with regard to the Property.
(h) Seller is not aware of any inaccuracy or incompleteness of any of
the documents, materials or reports contained in the Materials.
(1) No representation, statement or warranty by Seller contained in this
Agreement or in any exhibit attached hereto contains or will contain any untrue statements or omits,
or will omit, a material fact necessary to make the statement of fact therein recited not misleading.
If, after Seller's execution hereof and prior to the Closing, any event occurs or condition exists of
which Seller becomes aware which renders any of the representations contained herein untrue or
misleading, Seller shall promptly notify Developer in writing.
All representations and warranties contained in this Agreement shall be deemed remade as of
the Closing Date, except in the event of a change in circumstances affecting any representations or
warranties set forth herein, in which case Seller shall provide written notice to Developer regarding
such changed circumstances within a reasonable time following such change, and prior to the
Closing. As used herein, "actual knowledge" of Seller refers to the actual knowledge of Seller's
employees and agents directly involved in the negotiation and/or drafting of this Agreement, those
responsible for the acquisition or maintenance of the Property, the City Attorney and the City Clerk.
15. Business Days. As used herein, the term "Business Days" refers to Monday through
Friday, excluding holidays on which the City of Anaheim or Seller are closed for business.
16. Binding Effect; Assignment. The covenants herein shall bind and inure to the
benefit of the executors, administrators, successors and assigns of the respective parties. The
Developer may not assign its rights under this Agreement to any person or entity without the prior
11
written consent of the Seller. Notwithstanding the foregoing, Developer shall have the right to assign
this Agreement without Seller's consent (but with notice to Seller) to any entity under common
control with Developer, or over which Developer owns a majority interest or has an ownership
interest and management or operational control. In the event of an assignment of Developer's
interests under this Agreement, the assignee shall agree in writing to assume and be bound by the
terms and provisions hereof.
17. Brokers. Seller and Developer acknowledge that no broker or finder was involved in
this transaction and each party agrees to indemnify and hold harmless the other party from and
against any claim that a commission or fee is due to any broker or finder who dealt with the party
from whom indemnification is sought.
18. Integration; Merger; Amendment; Survival of Representations. Seller and
Developer have not made any covenants, warranties or representations not set forth in this
Agreement. This Agreement constitutes the entire Agreement between the parties. Except as
otherwise provided herein, all representations, warranties and covenants set forth in this Agreement
shall survive closing. This instrument shall as to all prior drafts or forms exchanged between the
parties or executed by the parties, be the sole effective instrument between them as to the provisions
set forth in this Agreement. None of the terms and provisions hereof shall be altered or amended
unless in writing and signed by the parties.
19. Execution in Counterparts and by Fax /Email. This document may be validly
executed and delivered by facsimile transfer /e -mail and/or portable document format (collectively,
"Electronic Copy "). Any signer who executes this document and transmits this document by
Electronic Copy intends that the Electronic Copy of their signature is to be deemed an original
signature for all purposes. Any such Electronic Copy printout and any complete photocopy of such
Electronic Copy printout is hereby deemed to be an original counterpart of this document. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
20. Notices. All notices shall be in writing and delivered personally, by overnight air
courier service, by facsimile transmission or email, or by U.S. certified or registered mail, return
receipt requested, postage prepaid, to the parties at their respective addresses set forth below, and the
same shall be effective upon receipt if delivered personally, one (1) Business Day after depositing
with an overnight air courier, or two (2) Business Days after depositing in the mail immediately,
upon transmission (as confirmed by electronic confirmation of transmission generated by the
sender's machine) for any notice given by facsimile or email:
If to Seller: Anaheim Housing Authority
201 South Anaheim Boulevard, Suite 1003
Anaheim, California 92805
Attention: Linda N. Andal, Secretary
Fax No.: (714) 765 -4105
with copies to: Anaheim Housing Authority
201 South Anaheim Boulevard, Suite 1003
Anaheim, California 92805
Attention: John E. Woodhead IV, Executive Director
Fax No.: (714) 765 -4630
12
Anaheim Housing Authority
201 South Anaheim Boulevard, Suite 1003
Anaheim, California 92805
Attention: Theodore J. Reynolds, Assistant City Attorney
Fax No.: (714) 765 -4105
If to Developer: OLSON URBAN HOUSING, LLC
,CA
Attn:
Fax No.:
with a copy to:
Attn: _
Fax No.:
21. Governing Law. This Agreement shall be construed according to the laws of the
State of California.
22. Attorney's Fees. In the event any action or suit is brought by a party hereto against
another party hereunder by reason of any breach of any of the covenants, agreements or provisions
on the part of the other party arising out of this Agreement, then in that event the prevailing party
shall be entitled to have and recover from the other party all costs and expenses of the action or suit,
including actual attorneys' fees, expert witness fees, accounting and engineering fees, and any other
professional fees resulting therefrom.
23. Expenses. Seller and Developer shall pay their respective expenses and costs in
connection with the preparation of this Agreement and other agreements and documents related to
this Agreement and the transactions contemplated herein
24. Severability. If any teen of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms,
will remain in full force and effect as if such invalid or unenforceable term had never been included.
25. Construction. In determining the meaning of, or resolving any ambiguity with
respect to, any word, phrase or provision of this Agreement, no uncertainty or ambiguity shall be
construed or resolved against a party under any rule of construction, including the party primarily
responsible for the drafting and preparation of this Agreement. Headings used in this Agreement are
provided for convenience only and shall not be used to construe meaning or intent. As used in this
Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be
deemed to include the others wherever and whenever the context so dictates
26. Qualification; Authority. Each individual executing this Agreement on behalf of a
party which is an entity, represents, warrants and covenants to the other party that (a) such person is
duly authorized to execute and deliver this Agreement on behalf of such entity in accordance with
authority granted under the organizational documents of such entity, and (b) such entity is bound
under the terms of this Agreement.
13
27. No Waiver. The failure of either party to enforce any term, covenant, or condition of
this Agreement on the date it is to be performed shall not be construed as a waiver of that party's
right to enforce this, or any other, term, covenant, or condition of this Agreement at any later date or
as a waiver of any term, covenant, or condition of this Agreement.
28. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which shall be deemed but one and the same
instrument, and a facsimile or e- mailed PDF copy of such execution shall be deemed an original.
29. Miscellaneous.
(a) Execution of Documents The parties agree to execute such
instructions to Title Company and such other instruments and to do such further acts as may be
reasonably necessary to carry out the provisions of this Agreement.
(b) Inducement The making, execution and delivery of this Agreement
by the parties hereto have been induced by no representations, statements, warranties or agreements
other than those expressly set forth herein.
(c) Incorporation of Exhibits The exhibits attached hereto are
incorporated herein by reference.
(d) Relationship of Parties Notwithstanding anything to the contrary
contained herein, this Agreement shall not be deemed or construed to make the parties hereto
partners or joint venturers, or to render either party liable for any of the debts or obligations of the
other, it being the intention of the parties to merely create the relationship of Seller and Developer
with respect to the Property to be conveyed as contemplated hereby.
(e) Limitation of Liability The parties agree that neither the holders of
beneficial interests nor the trustees, officers, members, employees or agents of either party or any
assignee or affiliate of either party shall be personally liable under the Agreement and all parties
hereto shall look solely to the assets of the entity, for the payment of any claim or the performance of
any obligation of either under this Agreement.
(f) Force Majeure If either Party is delayed or prevented from
performing any act required in this Agreement by reason of any event beyond the reasonable control
of either Party, including without limitation, by labor disputes, fire, unusual delay in deliveries,
weather or acts of God, terrorism, delay in the issuance of permits or approvals, acts of governmental
entities, unavoidable casualties or any other such causes beyond such Party's control, then the time
herein fixed for completion of such obligation(s) shall be extended by the number of days that such
Party has been delayed.
30. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE
PROPERTY OR ARISING OUT OF THIS AGREEMENT.
31. Representation by Counsel. Each party hereto represents and agrees with each
other that it has been represented by or had the opportunity to be represented by, independent counsel
of its own choosing, and that it has had the full right and opportunity to consult with its respective
14
attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that
it or its authorized officers (as the case may be) have carefully read and fully understand this
Agreement in its entirety and have had it fully explained to them by such party's respective counsel,
that each is fully aware of the contents thereof and its meaning, intent and legal effect, and that it or
its authorized officer (as the case may be) is competent to execute this Agreement and has executed
this Agreement free from coercion, duress or undue influence.
32. Interpretation. The parties to this Agreement participated jointly in the negotiation
and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, then
this Agreement will be construed as if drafted jointly by the parties to this Agreement, and no
presumption or burden of proof will arise favoring or disfavoring any party to this Agreement by
virtue of the authorship of any of the provisions of this Agreement.
[Signatures appear on following page]
15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and
year first -above written.
SELLER:
ANAHEIM HOUSING AUTHORITY,
a public body, corporate and politic
LIM
John E. Woodhead IV
Executive Director
ATTEST:
LINDA N. ANDAL,
AUTHORITY SECRETARY
Authority Secretary
APPROVED AS TO FORM:
MICHAEL R.W. HOUSTON,
CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
STRADLING YOCCA CARLSON & RAUTH
Housing Authority Special Counsel
16
PURCHASER:
OLSON URBAN HOUSING, LLC,
a Delaware limited liability company
By: In Town Living, Inc.,
a Delaware corporation
Its: Managing Member
By:
Todd Olson
Its: President of Community Development
By:_
Na
Its:
17
EXHIBIT A
Property Description
That certain real property located in the City of Anaheim, County of Orange, State of California, and
is described as follows:
[TO BE INSERTED]
A -1
EXHIBIT B
General Assignment and Bill of Sale
This GENERAL ASSIGNMENT AND BILL OF SALE ( "Bill of Sale ") is made as of
, 2015 by the CITY OF ANAHEIM, a California municipal corporation ( "Assignor ") in
favor of OLSON URBAN HOUSING, LLC, a Delaware limited liability company ( "Assignee "),
pursuant to that certain DISPOSITION AND DEVELOPMENT AGREEMENT, by and between
Assignor and Assignee, dated , 2015 (the "Contract "). All defined terns used herein and
not otherwise defined herein shall have the meaning ascribed to such terms in the Contract.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor hereby sells, conveys, grants, delivers, transfers and assigns to Assignee,
(a) any and all easement rights and appurtenances thereto, including, without limitation, all
easements and appurtenances, if any, in Assignor's adjoining and adjacent land, roads, streets, and
lanes, (b) all of Seller's right, title, and interest in all public ways adjoining such property, and (c) all
of Assignor's right, title, and interest in and to all plans and specifications relating to the Land and
Improvements, all existing warranties, and guaranties (express or implied) issued to Assignor in
connection with and only with respect to the Land and /or Improvements, and all existing permits,
entitlements, licenses, applications, approvals, and authorizations issued by or submitted to any
Governmental Authority in connection with the Property, and all personal property located on the
Land to the extent that they are related to that certain real property located in the City of Anaheim,
County of Orange, State of California, which is more particularly described in Schedule 1 attached
hereto and incorporated herein by this reference.
The provisions of this Bill of Sale shall be binding upon and shall inure to the benefit of the
successors and assigns of Assignor and Assignee, respectively.
[Signatures appear on following page]
Signatures to Bill of Sale
Date:
ASSIGNOR:
ANAHEIM HOUSING AUTHORITY,
a public body, corporate and politic
ATTEST:
LINDA N. ANDAL,
AUTHORITY SECRETARY
Authority Secretary
APPROVED AS TO FORM:
MICHAEL R.W. HOUSTON,
CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
STRADLING YOCCA CARLSON & RAUTH
Housing Authority Special Counsel
John E. Woodhead IV
Executive Director
C
Date:
ASSIGNEE:
PURCHASER:
OLSON URBAN HOUSING, LLC,
a Delaware limited liability company
By: In Town Living, Inc.,
a Delaware corporation
Its: Managing Member
By:
Todd Olson
Its: President of Community Development
By:
Name:
Its:
IC
Schedule 1 to Bill of Sale
Legal Description of the Land
That certain real property located in the City of Anaheim, County of Orange, State of California, and
is described as follows:
[TO BE INSERTED]
C"
EXHIBIT C
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City Cleric
City of Anaheim
200 S. Anaheim Boulevard
Anaheim, California 92805
Deed
SPACE ABOVE THIS LINE FOR RECORDER'S USE
EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383
GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the
CITY OF ANAHEIM, a public body, corporate and politic ( "Grantor "), hereby grants to the OLSON
URBAN HOUSING, LLC, a Delaware limited liability company ( "Grantee "), all of its respective
rights, title, and interest in the real property hereinafter referred to as the "Property" in the City of
Anaheim, County of Orange, State of California, as more particularly described in Schedule 1
attached hereto and incorporated herein by this reference.
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on its behalf as
of the date written below.
ANAHEIM HOUSING AUTHORITY,
a public body, corporate and politic
John E. Woodhead IV
Executive Director
ATTEST:
LINDA N. ANDAL,
AUTHORITY SECRETARY
Authority Secretary
C -1
APPROVED AS TO FORM:
MICHAEL R.W. HOUSTON,
CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
STRADLING YOCCA CARLSON & RAUTH
Housing Authority Special Counsel
C -2
Schedule 1 to Grant Deed
Legal Description of the Land
That certain real property located in the City of Anaheim, County of Orange, State of California, and
is described as follows:
[TO BE INSERTED]
C -3