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AHA-2015-002RESOLUTION NO. AHA -2015-002 A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY 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 EXECUTIVE DIRECTOR TO NEGOTIATE THE TERMS OF AND FINALIZE SUCH DISPOSITION AND DEVELOPMENT AGREEMENT; AUTHORIZING THE 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 x1 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 x 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 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 Authority 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 storm 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 Authority 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 ANAHEIM HOUSING AUTHORITY: Section 1. The Authority Board finds and determines that the foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Authority Board 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 2 Property) constrained 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 Authority Board 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 performed under the Agreement, including all exhibits thereto. Section 5. As the "lead agency" under the California Environmental Quality Act (Public Resources Code Section 21000, et seq.; herein referred to as "CEQA"), the Governing Board of the Housing Authority 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 Authority'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 Authority Secretary shall certify to the adoption of this Resolution. THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS FIFTH (5th) DAY OF MAY, 2015, BY THE FOLLOWING ROLL CALL VOTE: AYES: Mayor Tait, Mayor Pro Tem Kring, Council Members: Murray, Brandman, and Vanderbilt NOES: None ABSTAIN: None ABSENT: None ATT ST: d'-aa'n Aut ority Secretary ANAHEIM SING AUT Y By: Chair 11 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. 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 Pennitted Exceptions, in substantially the form set 2 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 assignment and bill of sale ("General Assignment"), duly executed by Seller in the form of, and upon the terns 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. (f) Cash — Pro -rations. The amount, if any, required of Seller under Section 9. 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 sure 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 rnaterialmen'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. M 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 tern 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 pen -nits 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 Proper. 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. E 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, (i) 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 termination 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. 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 further 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: '3 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 (11) 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 Closing 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 0 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. (c) To Seller's actual knowledge: (i) 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. (i) 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 with a copy to: ,CA Attn: Fax No.: 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 tern of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terns, 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 teen, 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 counteiparts, 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 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 16 PURCHASER: OLSON URBAN HOUSING, LLC, a Delaware limited liability company By: In Town Living, Inc., a Delaware corporation Its: Managing Member By: By: 17 Todd Olson Its: President of Community Development Name: Its: 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 terms 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 aclulowledged, 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] I: Date: ATTEST: LINDA N. ANDAL, AUTHORITY SECRETARY Authority Secretary APPROVED AS TO FORM: MICHAEL R.W. HOUSTON, CITY ATTORNEY Theodore J. Reynolds Assistant City Attorney Signatures to Bill of Sale ASSIGNOR: ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic STRADLING YOCCA CARLSON & RAUTH Housing Authority Special Counsel C John E. Woodhead IV Executive Director Date: ASSIGNEE: PURCHASER: OLSON URBAN HOUSING, LLC, a Delaware limited liability company By: In Town Living, Inc., a Delaware corporation Its: Managing Member C Todd Olson Its: President of Community Development By: Naive: Its: 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] FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk City of Anaheim 200 S. Anaheim Boulevard Anaheim, California 92805 EXHIBIT C 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. ATTEST: LINDA N. ANDAL, AUTHORITY SECRETARY Authority Secretary ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic John E. Woodhead IV Executive Director 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 MANCHESTER SITE DDA DEAL POINTS Proiect Site: 2415 S. Manchester Avenue (APN: 137-451-36) Site Area: 24,715 Square Feet Product Type: Three -Story Single -Family Townhome Development Land Sale Price: $430,000 Terms: • The property must be incorporated into adjacent 4.94 acre parcel through the City's Subdivision Map process. • The property must be entitled and developed with a single family townhome development as part of the larger adjacent 4.94 acre parcel. • Close of escrow will occur once it has been verified that all entitlements have been secured and ready for permit issuance. F:',.DocsWFFORDABLE HOUSING\Development Manchester South City Limits\Staff Report and Reso\Attachments\ANS05052015_2415 S Manchester Deal Points.doc LOCATION MAP 2415 South Manchester Avenue N Subject Site