Loading...
AHA-2016-001RESOLUTION NO. AHA -2016-001 A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY APPROVING A PURCHASE AND SALE AGREEMENT WITH THE CITY OF ANAHEIM SUBSTANTIALLY IN THE FORM ATTACHED TO THE RESOLUTION; AUTHORIZING THE EXECUTIVE DIRECTOR TO FINALIZE SUCH PURCHASE AND SALE AGREEMENT; AUTHORIZING THE EXECUTIVE DIRECTOR 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 x 1 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 1 DOCSOC/1727270v5/022363-0015 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 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 Governing Board finds and determines that the foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Authority Governing 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 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 detennined by an independent appraiser. Section 3. The Authority Governing Board 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 2 DOCSOC/1727270v5/022363-0015 Community & Economic Development (or his duly authorized representative), 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 Real 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 Real 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. 3 DOCSOC/1727270v5/022363-0015 THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS 1 2t -h to DAY OF ,Tannary , 2016, BY THE FOLLOWING ROLL CALL VOTE: AYES: Chairman Tait and Authority Members Kring, Murray, Brandman, and Vanderbilt NOES: None ABSTAIN: None ABSENT: None ANAHEIM HOUSING AUTHORITY By: Chair ATTE T: a (6 Authority Secretary 4 DOCSOC/ 1727270v5/022363-0015 ATTACHMENT TO RESOLUTION ATTACH COPY OF AGREEMENT ATTACHMENT TO RESOLUTION Page 1 of 1 DOCSOC/ 1727270v5/022363-0015 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 hannless 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. 2 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: 12016 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] [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 11 EXHIBIT A MAP /= 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) 1 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: 1201_ 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, , Notary Public, (Print Name of Notary Public) personally appeared 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 Attorney -In -Fact Trustee(s) Guardian/Conservator Other: Signer is representing: Name Of Person(s) Or Entiry(ies) ❑ General 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 ) 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