RES-2016-009RESOLUTION NO. 2016-009
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM
APPROVING A PURCHASE AND SALE AGREEMENT WITH THE ANAHEIM
HOUSING AUTHORITY SUBSTANTIALLY IN THE FORM ATTACHED TO
THE RESOLUTION; AUTHORIZING THE DIRECTOR OF COMMUNITY
AND ECONOMIC DEVELOPMENT TO FINALIZE SUCH PURCHASE AND
SALE AGREEMENT; AUTHORIZING THE DIRECTOR OF COMMUNITY
AND ECONOMIC DEVELOPMENT TO IMPLEMENT SUCH PURCHASE AND
SALE 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 xl 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
WHEREAS, AB xl 26, as subsequently amended from time to time, is referred to herein as
the "Dissolution Act"; and
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
WHEREAS, the Former Agency acquired certain property described in the draft agreement
entitled "Purchase and Sale Agreement (Lab Holding Project)" (herein, the "Agreement") as the
"Real Property;" and
WHEREAS, the Real 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 Real 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 Authority has determined that the Real Property is not suitable for use by
the Authority for the development of affordable housing and there are other properties which are
more promising for such development; and
WHEREAS, Lab Holding, LLC, (the "Developer") has entered into a disposition and
development agreement with the City for certain parcels of real property, including without
limitation the Real Property, pursuant to which Developer will put the Real Property to productive
use, benefitting the City and effecting development of the Real Property while generating resources
from the sale of the Real Property for future affordable housing activities of the Authority; 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 detennines, based on all documentation,
testimony and other evidence in the record before it, that (a) the proposed sale and development of
the Real Property will assist in the elimination of blight by productive development to proceed,
thereby generating jobs and revenues to the City, and (b) the consideration being paid to the
Authority is not less than the fair market value of the Real 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.
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Section 3. The City Council hereby approves the Agreement between the Authority and
the City, with such changes as may be mutually agreed upon by the Authority Executive Director (or
his duly authorized representative), the City Attorney, and the Director of Community and Economic
Development ("Director") (or his duly authorized representative), respectively, as are minor and in
substantial conformance with the form of the Agreement submitted herewith. The Director and the
City Clerk are hereby authorized to execute and attest the Agreement, including any related
attachments, on behalf of City. In such regard, the 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 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 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 City under the Agreement.
Section 4. In addition to the authorization of Section 3 above, the Director is hereby
authorized, on behalf of the City, 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 City's obligations, responsibilities and
duties to be performed under the Agreement, including all exhibits thereto.
Section 5. 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 12 th DAY OF
January , 2016, BY THE FOLLOWING ROLL CALL VOTE:
AYES: Mayor Tait and Council Members Kring, Murray, Brandman,
and Vanderbilt
NOES: None
ABSTAIN: None
ABSENT: None
ATTES
City Clerk
CITY OF ANAHEIM
By: �/ I /
Mayor
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ATTACHMENT TO RESOLUTION
ATTACH COPY OF AGREEMENT
ATTACHMENT TO RESOLUTION
Page 1 of 1
PURCHASE AND SALE AGREEMENT
(Lab Holding Project)
This PURCHASE AND SALE AGREEMENT (Lab Holding Project) (this "Agreement"),
dated for identification purposes only as of January 1, 2016 (the "Date of this Agreement"), is
entered into by and between the CITY OF ANAHEIM, a municipal corporation and charter city (the
"City"), and the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic and
legal entity (the "Authority").
RECITALS
A. As of the Date of this Agreement, Lab Holding, LLC, (the "Developer") has entered
into a Disposition and Development Agreement with the City (the "Disposition and Development
Agreement') for certain parcels of real property, including without limitation those parcels described
in Exhibit A hereto (the "Map"), record title to which is held in the Authority as of the Date of this
Agreement; such parcels are referred to herein as the "Real Property." The Map is incorporated
herein by reference. The Real Property consists of two parcels, "Project Site No. 2" and "Project Site
No. 4" as so delineated on the Map. The Real Property is legally described in the legal description
attached as Attachment No. 1 to the Grant Deed (defined below).
B. The Real Property is not suitable for use by the Authority for the development of
affordable housing and there are other properties which are more promising for such development.
C. Developer desires to acquire the Real Property in connection with the redevelopment
for commercial and other uses pursuant to the Disposition and Development Agreement. The
Authority desires to facilitate such efforts, and agrees to sell the Real Property to the City on the
terms and conditions set forth herein.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES
AGREE AS FOLLOWS:
SECTION 1. EXCHANGE OF VALUE BETWEEN CITY AND AUTHORITY.
Authority agrees to convey to City, upon receipt of request therefor by the City Manager
acting on behalf of City, the Real Property. City agrees to bear all costs associated with the
conveyance of the Real Property to City, including without limitation title insurance (if obtained by
City), recording fees, legal costs and any other costs in connection with the conveyance of the Real
Property by Authority to City. Conveyance is to be accomplished by use of a grant deed
substantially in the form of Exhibit B hereto (the "Grant Deed").
Concurrent with the conveyance of the Real Property to City, City shall provide to Authority
the sum of Five Million, Three Hundred Thousand Dollars ($5,300,000) (the "Purchase Price") to
Authority in the form of (i) all cash or, at City's election, (ii) a portion in cash and the remainder in
the form of an assignment of that certain Promissory Note to be delivered by Developer as maker
under the Disposition and Development Agreement, substantially in the form of Exhibit R thereto
(the Promissory Note"). The Promissory Note is to be secured by a deed of trust (the "Deed of
Trust") substantially in the form of Exhibit S to the Disposition and Development Agreement. In the
event City elects to make payment to Authority partly in cash and partly by delivery of the
Promissory Note, which shall be secured by the Deed of Trust, City shall, through the City Manager
or his designee, execute an instrument assigning to Authority the interests of the payee under the
Promissory Note and the interests of the beneficiary under the Deed of Trust. City shall execute and
delivery to Authority such instruments as Authority may reasonably request for the purpose of
further evidencing and implementing the assignment of the Promissory Note and Deed of Trust by
City to Authority.
If part of the Purchase Price consists of a transfer of the Promissory Note and Deed of Trust
by City to Authority, City shall, at its cost, arrange for title insurance based upon the original
principal amount of the Promissory Note (or such other amount as may mutually be agreed upon by
the Authority and the City, each acting through its respective chief executive officer) in substantially
the condition described in the Disposition and Development Agreement as to any deed of trust to be
given to the City.
To the extent required by law, Authority agrees that it will apply the Purchase Price directly
to assist one or more housing projects for persons of low income or very low income.
SECTION 2. LIABILITY AND INDEMNIFICATION.
In contemplation of the provision of Section 895.2 of the California Government Code
imposing certain tort liability jointly upon public entities solely by reason of such entities being
parties to an agreement as defined by Section 895.4 and 895.6 of such Code, each of the Parties, as
between themselves, pursuant to the authorization contained in Section 895.4 and 895.6 of such
Code, will each assume the full liability imposed on it, or any of its officers, agents, or employees by
law for injury caused by negligent or wrongful act or omission occurring in the performance of this
Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 of
such Code.
To achieve the above -stated purposes, each Party indemnifies and holds harmless the other
Party for any loss, costs or expense that may be imposed upon such other Party solely by virtue of
such Section 895.2. The provisions of Section 2778 of the California Civil Code are made part
hereof as if fully set forth herein.
SECTION 3. EFFECTIVE DATE
This Agreement shall take effect from and after the later to occur of (1) the date of approval
hereof by the Authority Board and the City Council and (2) the effective date of the Disposition and
Development Agreement.
FA
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT
AS OF THE RESPECTIVE DATES SET FORTH BELOW.
"CITY"
CITY OF ANAHEIM
a municipal corporation and charter city
Dated: , 2016 By:
John E. Woodhead IV,
Community Development Director
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
[Signature block for Purchase and Sale Agreement continued on next page]
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[Signature block for Purchase and Sale Agreement continued from previous page]
AUTHORITY:
ANAHEIM HOUSING AUTHORITY, a public
body, corporate and politic and legal entity
Dated: , 2016 By:
John E. Woodhead IV,
Executive Director
ATTEST:
LINDA N. ANDAL, HOUSING AUTHORITY SECRETARY
Authority Secretary
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
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EXHIBIT B
GRANT DEED
RECORDING REQUESTED BY
AND WHEN RECORDED
MAIL TO:
City of Anaheim
200 South Anaheim Boulevard,
Seventh Floor
Anaheim, California 92805
Attn: City Clerk
APN: 037-111-29, 30; 037-24-11; SPACE ABOVE THIS LINE FOR RECORDER'S USE
251-071-23, 24
Exempt from recording fee and documentary transfer tax pursuant to
Government Code Section 27383.
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
ANAHEIM HOUSING AUTHORITY, a public body corporate and politic and legal entity
("Grantor"), hereby grants to the City of Anaheim, a municipal corporation and charter city
("Grantee"), that certain real property located in the County of Orange, State of California (the
"Land"), more particularly described on Attachment No. 1 attached hereto and incorporated herein
by this reference.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of , 201
ANAHEIM HOUSING AUTHORITY, a public
body corporate and politic and legal entity
John E. Woodhead, IV, Executive Director
ATTEST:
LINDA N. ANDAL, AUTHORITY SECRETARY
Authority Secretary
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
ATTACHMENT NO. 1 TO GRANT DEED
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Orange, described
as follows:
PROJECT #2: HOMEMADE
LOTS 17 THROUGH 23 INCLUSIVE IN BLOCK M OF THE CENTER TRACT, AS PER MAP
RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF LOS ANGELES
COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
EXCEPT THEREFROM ALL OIL, MINERAL, GAS OR OTHER HYDROCARBON SUBSTANCES
BELOW A DEPTH OF 500 FEET UNDER THE SURFACE OF SAID LAND, BUT WITHOUT THE
RIGHT OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND ABOVE SUCH 500 FOOT
DEPTH, AS RESERVED IN DEED RECORDED MAY 05, 1989 AS INSTRUMENT NO. 89-238472,
OFFICIAL RECORDS. APN: 037-024-11, and
THE NORTH 100 FEET OF LOTS 17 THROUGH 23, INCLUSIVE, IN BLOCK L OF THE CENTER
TRACT AS PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF
LOS ANGELES COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY. EXCEPTING THEREFROM MINERAL AND OTHER RIGHTS AS RESERVED BY
SOUTHERN PACIFIC COMPANY IN DEED RECORDED DECEMBER 20, 1958, IN BOOK 4528,
PAGE 251 OF OFFICIAL RECORDS. APN: 037-111-29, and
THE SOUTH 35 FEET OF LOTS 17 THROUGH 23, INCLUSIVE, IN BLOCK L OF THE CENTER
TRACT AS PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF
LOS ANGELES COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY. APN: 037-111-30
PROJECT #4: BURNS & ORGERON PROPERTY
BURNS
LOT 33 OF TRACT NO. 212 IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 13 PAGE(S) I OF MISCELLANEOUS MAPS
IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA.
APN: 251-071-24, and
ORGERON
BEGINNING AT THE SOUTHEAST CORNER OF VINEYARD LOT G-4, AS PER MAP THEREOF
RECORDED IN BOOK 4, PAGE 630 OF DEEDS, RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA AND RUNNING THENCE WESTERLY ALONG THE SOUTH LINE OF SAID
VINEYARD LOT 209 FEET; THENCE AT RIGHT ANGLES NORTHERLY PARALLEL WITH THE
WESTERLY LINE OF SAID VINEYARD LOT, 126.69 FEET; THENCE AT RIGHT ANGLES
EASTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID VINEYARD LOT, 209 FEET
MORE OR LESS, TO THE EASTERLY LINE OF SAID VINEYARD LOT; THENCE AT RIGHT
ATTACHMENT NO. 1-1
ANGLES SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT, 126.69 FEET MORE OR
LESS, TO THE SOUTHEAST CORNER OF SAID VINEYARD LOT AND THE POINT OF
BEGINNING.
EXCEPT THEREFROM THE EASTERLY 9 FEET,
ALSO EXCEPT THE SOUTHERLY 21.75 FEET THEREOF CONVEYED TO THE CITY OF
ANAHEIM, FOR WIDENING WEST WATER STREET BY DEED RECORDED APRIL 16, 1947, AS
INSTRUMENT NO. 16282 IN BOOK 1521, PAGE 70 OF OFFICIAL RECORDS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID ORANGE COUNTY.
APN: 251-071-23
APN: 037-111-29, 30; 037-24-11; 251-071-23, 24
C-4
CERTIFICATE OF ACCEPTANCE
This is to certify that the fee interest in real property conveyed under the foregoing Grant Deed by
the Anaheim Housing Authority as to the following property:
[to come].
APN:
is hereby accepted by the Community Development Director of the City of Anaheim on behalf of the
City Council of the City of Anaheim pursuant to authority conferred by action of the City Council on
, and the Grantee consents to recordation thereof by its duly authorized officer.
CITY OF ANAHEIM,
a municipal corporation and charter city
Dated: , 201_ By:
John E. Woodhead, IV
Its: Community Development Director
ATTEST:
Linda N. Andal
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
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 )
ss.
COUNTY OF )
On , before me,
(Print Name of Notary Public)
personally appeared
, Notary Public,
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.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s) ❑ Limited ❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
Signer(s) Other Than Named Above
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
On
personally appeared
before me,
ss.
(Print Name of Notary Public)
, Notary Public,
who proved to the 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.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s) ❑ Limited ❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
Signer(s) Other Than Named Above