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AHA-2022-005RESOLUTION NO. AHA - 2 0 2 2- 0 0 5 A RESOLUTION OF THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY APPROVING THE ACQUISITION OF THE COVERED WAGON MOTEL LOCATED AT 823 S. BEACH BOULEVARD IN THE AMOUNT OF $6,600,000, SOURCED IN WHOLE OR IN PART, FROM PERMANENT LOCAL HOUSING ALLOCATION AND/OR LOW MODERATE INCOME HOUSING ASSET FUNDS; APPROVING AN AGREEMENT FOR SALE OF PROPERTY AND JOINT ESCROW INSTRUCTIONS BY AND BETWEEN THE ANAHEIM HOUSING AUTHORITY AND CRYSTAL PAK, SUBSTANTIALLY IN THE FORM SUBMITTED HEREWITH FOR THE PURCHASE OF THE COVERED WAGON MOTEL IN THE AMOUNT OF $6,600,000; AUTHORIZE THE EXECUTIVE DIRECTOR OF THE HOUSING AUTHORITY, OR HER DESIGNEE, TO EXECUTE AND ADMINISTER THE AGREEMENT ON BEHALF OF THE HOUSING AUTHORITY WHEREAS, the Anaheim Housing Authority ("Authority") is a California housing authority duly organized and existing under the California Housing Authorities Law, Part 2 of Division 24, Section 34200, et seq., of the Health and Safety Code ("HAL"), and has been authorized to transact business and exercise the power of a California housing authority pursuant to action of the City Council ("City Council") of the City of Anaheim; and WHEREAS, the City of Anaheim ("City") is a California municipal corporation and charter city; and WHEREAS, the California State Department of Housing and Community Development (HCD) was authorized to provide up to $195 million under the SB 2 Permanent Local Housing Allocation Program Formula Component from the Building Homes and Jobs Trust Fund for assistance to Cities and Counties (as described in Health and Safety Code section 50470 et seq. (Chapter 364, Statutes of 2017 (SB 2)); and WHEREAS, the City of Anaheim applied for and received an allocation of the S132 Permanent Local Housing Allocation (PLHA) funds in February of 2021 to be received over a five- year period; and WHEREAS, the City's Five -Year PLHA Plan includes funding for the creation of affordable housing projects and is included on the Housing and Community Development Department FY 22-23 operating budget; and WHEREAS, among the eligible activities in the City of Anaheim's approved Five -Year Permanent Local Housing Allocation Plan is property acquisitions, pre -development, development, rehabilitation, preservation of affordable rental and homeownership activities for the creation of affordable housing opportunities; and WHEREAS, the PLHA funding supports the City in providing varying affordable housing opportunities; and WHEREAS, Authority additionally maintains a Low and Moderate Income Housing Asset Fund (the "Housing Asset Fund") pursuant to Health and Safety Code Section 34176 and 34176.1, 1 5 5 806.00003 \40679740.1 which Housing Asset Funds are available to Authority to assist in the development and operation of rental housing in City that is affordable to persons and families of low, very low and extremely low income; and WHEREAS, Authority intends to acquire the Covered Wagon Motel, sourced in whole or in part, with Permanent Local Housing Allocation and/or Low Moderate Income Housing Asset funds in the amount of $6,600,000 for the purposes of creating a mixed -use development inclusive of varying affordable housing opportunities; and WHEREAS, Crystal Pak (Seller) has agreed to sell the 70-unit motel located at 823 S. Beach Boulevard, also known as the Covered Wagon Motel to the Anaheim Housing Authority (Authority) for $6,600,000. The attached Agreement for Sale of Property and Joint Escrow Instructions (Agreement) between the Authority and the Seller reflects the total purchase price. The Motel will provide affordable housing opportunities in West Anaheim and will assist with the City's efforts in the revitalization of Beach Boulevard; and WHEREAS, it is the intention of the Authority and City to acquire the Covered Wagon Motel property for the purposes of creating a mixed -use development inclusive of varying affordable housing opportunities (the "Project"); and WHEREAS, upon acquiring the Site the Authority will relocate eligible occupants of the Covered Wagon Motel; the acquisition of the Site and the implementation of the Project shall comply with all applicable requirements of the federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA), as amended, the implementing regulations of Handbook 1378 of the Department of Housing and Urban Development (HUD), the California Relocation Assistance Law, Government Code Section 7260, et seq., and the Relocation Assistance and Real Property Acquisition Guidelines adopted by the Department of Housing and Community Development and set forth at Title 25, California Code of Regulations Section 6000, et seq. (Guidelines) (collectively, the "Relocation Laws"); and WHEREAS, by Authority's commitment of monies sourced in whole or in part from Permanent Local Housing Allocation and/or Housing Asset Funds, neither Authority (or Successor Agency or City) intends in any manner to waive any constitutional and/or legal rights under the Dissolution Act or any other applicable laws; therefore, Authority (and Successor Agency and City) expressly and intentionally reserve all rights under any and all applicable laws to challenge the validity of any or all provisions of the Dissolution Act in any legal manner or proceeding, including challenging determinations made by the Oversight Board and/or California Department of Finance, without prejudice to City or Successor Agency or Authority or Developer; and WHEREAS, the Project is vital to and in the best interest of City and the health, safety and welfare of its residents, and is in accordance with the public purposes of applicable state and local laws and requirements; and WHEREAS, Authority has prepared such notices, plans and reports as may be required prior to consideration of this matter and has made available for public inspection all such matters prior to the public consideration of this matter; and WHEREAS, Authority and City held a public meeting to consider the project and the transaction contemplated therein in accordance with the Housing Authorities Law, the California N 55806.00003\40679740.1 Community Redevelopment Law to the extent applicable, Health and Safety Code Section 33000, et seq., and the Dissolution Act; and WHEREAS, 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 City 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 acquisition of the Site will assist in the elimination of blight by allowing a parcel (the Site) constrained with infrastructure deficiencies to be converted to a mixed -use development inclusive of varying affordable housing opportunities. Section 3. The Authority Board hereby approves the acquisition of the Covered Wagon Motel, sourced in whole or in part, with Permanent Local Housing Allocation and/or Low Moderate Income Housing Asset funds and approves an Agreement for Sale of Property and Joint Escrow Instructions by and between the Anaheim Housing Authority and Crystal Pak, substantially in the form submitted herewith for the purchase of the Covered Wagon Motel located at 823 S. Beach Boulevard in the amount of $6,600,000. The Authority Executive Director, or her designee, is authorized to execute and administer the Agreement for Sale of Property and Joint Escrow Instructions and Cooperation Agreement on behalf of the Housing Authority. Section 4. In addition to the authorization of Section 3 above, the Authority Executive Director is hereby authorized, on behalf of Authority, to sign all other documents necessary or appropriate to carry out and implement the Agreement for Sale of Property and Joint Escrow Instructions. In addition, the Executive Director is authorized to execute and administer on behalf of the Housing Authority the Cooperation Agreement substantially in the form submitted herewith. 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 project consists of the purchase of a motel Site for the development of affordable housing project (a Class 1 Project) that will not cause a significant effect on the environment and that the Agreement and the purchase of the motel Sitefor the creation of affordable housing is therefore categorically exempt from CEQA pursuant to Section 15301 of Title 14 of the California Code of Regulations. This finding is based on Authority's determination that the Project consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. The Governing Board of the Housing Authority further determines that the Project consists of an existing facility project (a Class 1 Project) 3 55806.00003\40679740.1 and is therefore categorically exempt from CEQA pursuant to Section 15301 of Title 14 of the California Code of Regulations. Section 6. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any remaining sections, paragraphs or provisions of this Resolution. Section 7. This Resolution shall be effective immediately upon adoption. Section 8. The Authority Secretary shall certify to the adoption of this Resolution. 4 55806.00003\40679740.1 THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS THIRTEENTH (13"') DAY OF SEPTEMBER, 2022, BY THE FOLLOWING ROLL CALL VOTE: AYES: Vice -Chairman O'Neil and Authority Members Ma'ae, Moreno, Valencia, and Faessel NOES: None ABSTAIN: Authority member Diaz (recusal) ABSENT: None (Mayoral vacancy] ANAHEIM HOUSING AUTHORITY By: Vice Chat' Authori Secretary F 55806.00003\40679740.1 ATTACHMENT TO RESOLUTION ATTACH COPY OF AGREEMENT ATTACHMENT TO RESOLUTION Page 1 of 1 55806.00003\40679740.1 ASSESSOR PARCEL NO.: 079-164-14 SELLER: CRYSTAL PAK BUYER: ANAHEIM HOUSING AUTHORITY ANAHEIM HOUSING AUTHORITY AGREEMENT FOR SALE OF PROPERTY AND JOINT ESCROW INSTRUCTIONS THIS AGREEMENT FOR SALE OF PROPERTY AND JOINT ESCROW INSTRUCTIONS (the "Agreement") is dated for identification only as of September 1, 2022, by and between Crystal Pak, an individual (hereinafter called "Seller"), and Anaheim Housing Authority, a public body corporate and politic (hereinafter called "Buyer"), for acquisition by Buyer of certain property as hereinafter set forth. IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell, convey, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement, all of the following property (hereinafter collectively called "Property"): A. Real Property. That certain real property together with Seller's right, title and interest, if any, in and to all improvements, mineral interests, easements, rights of way, licenses, interests, rights and appurtenances pertaining to the real property, situated in the City of Anaheim, County of Orange, State of California, and legally described in Exhibit A attached hereto, and commonly known as 823 S. Beach Blvd., Anaheim, California (collectively, the "Real Property"). Improvements to the Real Property include a 70-room motel along with an ancillary dining facility. The motel component of the Property is currently vacant and the dining facility is not being used. B. Personal Property. All equipment, facilities, machinery, tools, appliances, fixtures, furnishings, furniture, paintings, sculptures, art, inventories, supplies, computer equipment and systems, telephone equipment and systems, satellite dishes and related equipment and systems, security equipment and systems, fire prevention equipment and systems, and all other items of tangible personal property owned by Seller and located on or about the Real Property or used in conjunction therewith, free and clear of any and all liens, liabilities, encumbrances, exceptions and claims, other than the Assumed Contracts (collectively, the "Personal Property"). C. Intangible Property. All intangible personal property not otherwise described in this Paragraph 1 and owned by Seller and relating to the Real Property or the business of owning, operating, maintaining and/or managing the Real Property, including, without limitation: (i) all warranties, guarantees and bonds from third parties; (ii) all good will relating to the business of owning, operating, maintaining and managing the Real Property; (iii) all trade names, trademarks, service marks and logos used in conjunction with the ownership, operation and management of the Real Property, whether or not registered (collectively, the "Intangible Property"). D. Assumed Contracts. All of the Contracts (as defined in Paragraph 5.A) that Buyer has expressly agreed to assume in writing upon the Closing pursuant to a written notice by Buyer delivered to Seller prior to the expiration of the Due Diligence Period (collectively, the "Assumed Contracts"). In the event Buyer fails to deliver to Seller Buyer's written election to assume one or Purchase Agmt-Covered Wagon 090722 Page 1 more of the Contracts pursuant to this Paragraph 1.D, such failure shall be deemed to constitute Buyer's election not to assume any of the Contracts and upon such failure, Seller shall terminate all Contracts Buyer has not elected to assume effective no later than the Closing Date. E. Permits and Entitlements. All of Seller's right, title and interest in, to and under the following in Seller's possession or control: (i) all permits, licenses, certificates of occupancy, approvals, authorizations and orders obtained from any governmental authority and relating to the Real Property or the business of owning, maintaining and/or managing the Real Property; (ii) all preliminary, proposed and final drawings, renderings, blueprints, plans and specifications (including "as -built" plans and specifications), and tenant improvement plans and specifications for the Improvements (including "as -built" tenant improvement plans and specifications; and (iii) all maps and surveys for any portion of the Real Property; (iv) all items constituting the Seller's Deliveries, and all changes, additions, substitutions and replacements for any of the foregoing, free and clear of any and all liens and claims (collectively the "Permits and Entitlements"). 2. PURCHASE PRICE. The total purchase price for the Property, payable in cash, certified or cashier's check payable to the Escrow Agent, or by electronic transfer of federal funds through escrow, shall be the sum of SIX MILLION SIX HUNDRED THOUSAND DOLLARS ($6,600,000) ("Purchase Price"). $99,000 Deposit within 10 days of the opening of Escrow $6,501,000 Balance of Purchase Price at Close of Escrow $6 600 000 Purchase Price 3. [RESERVED.] 4. TITLE REVIEW AND TITLE INSURANCE POLICY A. Delivery of Title Commitment. Escrow Agent (as defined in Paragraph 7.A hereof) shall promptly request that [TO BE DESIGNATED BY THE PARTIES] ("Title Company") deliver to Buyer a current preliminary title commitment covering the Real Property together with legible or best available copies of all documents referenced therein (collectively, the "Title Report"). B. Title Review and Cure. Buyer shall have twenty (20) days following its receipt of the Title Report (the "Title Review Period") to review same and to either approve or disapprove the condition of title to the Real Property. On or before the expiration of the Title Review Period, Buyer shall deliver to Seller and Escrow Agent written notice ("Buyer's Title Notice") of Buyer's approval or disapproval of the matters reflected in the Title Report. The failure of Buyer to deliver to Seller Buyer's Title Notice on or before the expiration of the Title Review Period shall be deemed to constitute Buyer's disapproval of the condition of title to the Real Property. If Buyer disapproves any matter of title shown in the Title Report, then Seller may, but shall have no obligation to, within five (5) business days after its receipt of the Buyer's Title Notice for the Real Property ("Seller's Election Period"), elect to eliminate or ameliorate to Buyer's satisfaction, in Buyer's sole discretion, the disapproved title matters by giving Buyer written notice ("Seller's Title Notice") of those disapproved title matters, if any, which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title matters, Buyer acting in its sole discretion disapproves Seller's Title Notice, or Seller fails to timely deliver Seller's Title Notice, then Buyer shall have the right, upon delivery to Seller and Escrow Agent (on or before five (5) business days following the expiration of Seller's Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said Page 2 disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow. Failure to take either one of the actions described in (a) and (b) above shall be deemed to be Buyer's election to take the action described in clause (b) above. If Buyer elects (or is deemed to have elected) to terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their express terms survive a termination of this Agreement), the Deposit shall be immediately returned to Buyer and Buyer shall immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller Deliverables (see Paragraph 5.A) and all other documents, instruments and materials previously provided by Seller to Buyer, if any (collectively, the "Property Information"). Buyer shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Buyer did not object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to be removed from title, on or before the Closing and at Seller's sole cost and expense, all monetary liens except the Certificate of Lien for City of Anaheim Transient Occupancy Taxes, claims and encumbrances of record, and Buyer shall not be required to object to same; all of which, if any, shall not become a Permitted Exception (as defined below). C. Delivery of Title Policy at Closing. As a condition precedent to Buyer's obligation to acquire the Real Property and the Closing, the Title Company shall have issued and delivered to Buyer, or shall have committed to issue and deliver to Buyer, with respect to the Real Property, an ALTA Extended Coverage Owner's Policy of Title Insurance with endorsements required by Buyer (the "Title Policy") issued by the Title Company as of the date and time of the recording of the Grant Deed for the Real Property, in the amount of the Purchase Price, subject only to the Permitted Exceptions (as hereinafter defined), name Buyer as the insured; have a liability amount equal to the Purchase Price; show Buyer as the owner of the Real Property in fee simple; and include extended coverage over the standard printed exceptions as may be required by Buyer, including without limitation any endorsements required by Buyer. For purposes of this Agreement, "Permitted Exceptions" shall mean only (a) any lien to secure payment of real estate taxes, including special assessments, not delinquent, (b) the lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code, not delinquent, (c) all matters affecting the Real Property which are created by or with the express written consent of Buyer; (d) all exceptions disclosed by the Title Report relating to the Real Property and which are approved or deemed approved by Buyer in accordance with Paragraph 4.13 hereof, and (e) all applicable laws, ordinances, rules and governmental regulations (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property. Buyer agrees to pay the premium charged for the Title Policy, and Seller shall deliver to the Title Company such instruments, documents, releases and agreements and perform such other acts as Title Company may reasonably require in order to issue the Title Policy, including without limitation the execution and delivery of owner's affidavits and indemnities. Indemnification of the Title Company to induce it to insure any otherwise un-permitted exception to title shall not be allowed except with Buyer's prior written consent, in Buyer's sole discretion, after full disclosure to Buyer of the nature and substance of such exception and indemnity. D. Buyer, at its sole election, may, no later than twenty (20) days following the Effective Date, hire a land surveyor for the purpose of preparing an ALTA survey for the Real Property (the "Survey"). Notwithstanding the foregoing, Buyer shall have ten (10) business days Page 3 after receipt of the Survey to object to any matters of survey in writing to Seller, in which event the procedure set forth in Paragraph 4.8 above shall apply to such Survey objections. E. Seller agrees it shall not from and after the date of this Agreement voluntarily or consensually perform any act which results in any additional exceptions to title that would survive the Closing without Buyer's prior written consent. In the event that any work has been performed on the Real Property by or on behalf of Seller prior to one hundred eighty (180) days of the Closing, or such greater lien period as may be designated by the Title Company, and the Title Company requires an indemnity for any potential liens on the Real Property in connection with such work, Seller shall provide such indemnity to the Title Company at the Closing as may be required in order to allow the Title Company to provide title insurance to the Buyer at the Closing. F. Buyer shall have the right to reexamine title to the Real Property and in the event of any amended, updated or modified version of the Title Report after Buyer has delivered Buyer's Title Notice, Buyer shall have the right to object to any additional title exceptions, or modifications to existing title exceptions, contained in such amended, updated or modified Title Report, by the same process contained above, provided, however, that the objection and response times of each of the parties shall be limited to five (5) days each, and the Closing shall be extended accordingly. 5. INSPECTIONS; DUE DILIGENCE PERIOD. A. Seller's Deliverables. Within ten (10) business days of the Effective Date, Seller shall deliver (i) all reports, surveys and data relating to the environmental, geological, soil and/or physical condition of the Real Property and/or the improvements thereon in the possession of Seller or its agents, (ii) if any, agreements related to the occupation of the Real Property by a party having a possessory rights with respect to the Real Property; and (iii) the following "Contracts": all written and oral contracts of insurance, management, leasing, security, janitorial, cleaning, pest control, waste disposal, landscaping, advertising, service, maintenance, operating, repair, and other contracts and commitments in any way relating to the Property (collectively (i) through (iii), the "Seller's Deliverables"). Seller will promptly deliver to Buyer supplements and/or updates of Seller's Deliveries to the extent such items are received by Seller prior to Closing. During the Due Diligence Period, Buyer shall have the right to conduct and complete an investigation of all matters pertaining to Seller's Deliveries and all other matters pertaining to the Property and Buyer's acquisition thereof. In this regard, Buyer shall have the right to confirm that the Real Property is vacant and to contact any person found to be occupying the motel ("Motel Guest") to determine potential eligibility for relocation benefits, governmental agencies and officials and other parties and make reasonable inquiries concerning Seller's Deliveries and any and all other matters pertaining to the Property. Seller agrees to reasonably cooperate with Buyer in connection with its investigation of Seller's Deliveries and all other matters pertaining to the Property. B. Seller's Disclosures. Within ten (10) business days of the Effective Date, Seller will provide Buyer with all disclosures required by statute and which are applicable to the Real Property, including, but not limited to, a disclosure as designated under Section 25359.7 of the Health and Safety Code; whereby Seller is required to disclose if there are any hazardous substances located on or beneath the Real Property that are known to Seller. C. Inspections in General; Relocation Survey. Beginning on the Effective Date, and continuing thereafter for a period of forty-five (45) days (the "Due Diligence Period"), Buyer and its agents shall have a license (the "License") to enter upon the Real Property for the purpose of making physical inspections and assessing relocation obligations, if any, with respect to any Motel Page 4 Guests and any other persons occupying the Property in compliance with Buyer's obligation under the California Relocation Assistance Law, California Government Code section 7260 et seq. (the "Relocation Assessment"), at Buyer's sole risk, cost and expense. Prior to any entry onto the Real Property pursuant to the License, Buyer or Buyer's agent conducting the inspection shall provide Seller with a certificate of insurance naming Seller as an additional insured and with an insurer and insurance limits and coverage reasonably satisfactory to Seller (which coverage shall include, at a minimum, general liability, personal injury and broad form property damage with limits of liability not less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate). All of such entries upon the Real Property shall be at reasonable times during normal business hours and after at least 24 hours prior notice to Seller or Seller's agent, and Seller or Seller's agent shall have the right to accompany Buyer during any activities performed by Buyer on the Real Property. Seller shall inform its Motel Guests, if any, of such inspections and coordinate with such Motel Guests, if any, in order to facilitate the inspection as provided herein. At Seller's request and provided that Seller is not in default of this Agreement, Buyer shall provide Seller (at no cost to Seller) with a copy of the results of any final form tests and inspections made by Buyer (to the extent in Buyer's possession as of the date of request by Seller), excluding only market and economic feasibility studies; provided however, Buyer shall not be liable for any such material provided to Seller and Buyer makes absolutely no representation or warranty of any kind regarding any such tests/inspections. If any inspection or test physically disturbs the Real Property, Buyer will restore the Real Property to substantially the same condition as existed before the inspection or test. Buyer shall defend, indemnify and hold Seller, Seller's members, managers, officers, tenants, agents, contractors and employees harmless from and against any and all losses, costs, damages, claims, or liabilities, including but not limited to, mechanic's and material men's liens and Seller's reasonable attorneys' fees, arising out of or in connection with Buyer's or its agents' entry upon or inspection of the Real Property. Notwithstanding the foregoing, Buyer's indemnity, defense and hold harmless obligations hereunder shall not apply to any pre-existing condition that is discovered by Buyer during the course of Buyer's exercise of the License rights. The License shall be deemed revoked upon any termination of this Agreement. The provisions of this Paragraph 5.0 shall survive the Closing or the earlier termination of this Agreement. D. Environmental Inspections. The inspections under Paragraph 5.0 may include Phase I environmental inspections of the Real Property, Phase II environmental inspections or other invasive inspections or sampling of soil or materials, including without limitation construction materials, either as part of the Phase I inspections or any other inspections. If Buyer chooses to perform any Phase II or other invasive inspections or sampling, (i) Buyer shall notify Seller in writing not less than five (5) days before the date in which the Phase II or other invasive inspection or sampling is scheduled to take place, (ii) such notice shall include the proposed scope of work and the party who will perform the work shall be subject to Seller's review and reasonable approval and (iii) the work shall be performed in accordance with such terms and conditions as Seller shall reasonably prescribe (e.g., insurance). At Seller's request and provided that Seller is not in default of this Agreement, Buyer shall deliver to Seller (at no cost to Seller) copies of any final form Phase II or other environmental reports (to the extent in Buyer's possession as of the date of request by Seller) to which Seller consents as provided above; provided however, Buyer shall not be liable for any information contained in such reports and Buyer makes absolutely no representation or warranty of any kind regarding any such reports. Page 5 In the event Buyer determines that remediation is required due to the presence of Hazardous Materials upon the Real Property, then, notwithstanding anything herein to the contrary, the Buyer and Seller shall promptly meet and confer to determine whether remediation will be performed and the financial responsibility for such remediation. In the event that the Parties cannot reach agreement on the process for determining the necessary remediation and financial responsibility thereto, the Agreement shall be deemed terminated without fault of either party.. E. Termination During Due Diligence Period. If Buyer determines, in its sole discretion, before the expiration of the Due Diligence Period that the Property is unacceptable for Buyer's purposes, then Buyer shall have the right to terminate this Agreement by giving to Seller notice of termination ("Termination Notice") on or before the expiration of the relevant Due Diligence Period, in which event Deposit shall be immediately returned to Buyer, Buyer shall immediately return (or confirm the destruction of) all Property Information, if any, to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Buyer fails to deliver a Termination Notice or Acceptance Notice (as defined below) to Seller on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to have elected to terminate this Agreement and the Deposit shall be immediately returned to Buyer. Buyer's delivery (or deemed delivery) of a Termination Notice to Seller with respect to the Property shall constitute Buyer's election to terminate this Agreement with respect to the Property as provided above in this Paragraph 5.F. F. Notice of Acceptance. If Buyer determines, in its sole discretion, on or before the expiration of the Due Diligence Period that the Property is acceptable for Buyer's purposes, Buyer shall deliver to Seller a written notice of acceptance ("Acceptance Notice") on or before the expiration of the Due Diligence Period, in which event Buyer shall be deemed to have accepted the condition of the Property and shall waive its termination right under this Paragraph 5. Upon receipt of the Acceptance Notice, Seller shall have the right to schedule the Close of Escrow at any time prior to the Outside Closing Date (as defined in Paragraph 9.A) upon five days advance written notice to Buyer ("Seller's Notice to Close Escrow"). Upon Buyer's receipt of Seller's Notice to Close Escrow, the parties shall proceed to close the escrow as provided in Paragraph 8. G. Property "As -Is, Where -Is." To the maximum extent permitted by applicable law, and except for Seller's representations and warranties in Paragraph 13 of this Agreement and any warranties of title contained in the Grant Deed or other documents delivered at the Close of Escrow ("Seller's Warranties"), this sale is made and will be made without any other representation, covenant, or warranty of any kind (whether express, implied, or, to the maximum extent permitted by applicable law, statutory) by Seller. As a material part of the consideration for this Agreement, Buyer agrees to accept the Property on an "as is" and "where is" basis, with all faults, and without any other representation or warranty, all of which Seller hereby disclaims, except for Seller's Warranties. 6. SELLER'S PRE -CLOSING OBLIGATIONS. Seller hereby covenants and agrees as follows.. A. Operations. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall operate and manage the Real Property substantially in accordance with its customary practices, provided, however, that Seller shall not offer transient occupancy to new Motel Guest unless such Motel Guest has previously stayed at the motel and Buyer has approved the re -occupancy of such Motel Page 6 Guest. Notwithstanding the foregoing, Seller shall not involuntarily terminate the occupancy of any Motel Guest in advance of or because of the Closing. B. Maintenance. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall maintain the Real Property in substantially its present condition, subject to normal wear and tear, and Seller shall not diminish the quality or quantity of maintenance and upkeep services heretofore provided to the Real Property. C. No Leases. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall not enter into any residential leasing arrangement. D. Notices/Violations. During the time period commencing upon the Effective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall promptly deliver to Buyer any and all notices and/or other written communications delivered to or received from: (i) any Motel Guest; (ii) any party under any of the Contracts; and/or (iii) any governmental authority relating to the Property or operation thereof. During the time period commencing upon the Effective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall deliver to Buyer prompt notice of: (i) the occurrence of any inspections of the Real Property by any governmental authority; (ii) any default by a party to any Contract; (iii) any notices of violations of laws, ordinances, orders, directives, regulations or requirements issued by, filed by or served by any governmental agency against or affecting Seller or any part or aspect of the Real Property. E. Assumed Contracts. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall administer and timely perform all of its material obligations under the Contracts. Furthermore, during the time period commencing upon the date of delivery by Buyer to Seller of Buyer's Acceptance Notice pursuant to Paragraph 5.F and terminating on the Closing or the earlier termination of this Agreement, as applicable, Seller shall not terminate, amend or modify any of the Assumed Contracts or enter into any new Contract not terminable at Closing, without the prior written consent of Buyer in each instance, which consent may be granted or withheld in Buyer's sole discretion. Seller agrees that, except for the Assumed Contracts, prior to the Closing Seller shall be responsible for terminating all Contracts and other obligations (including, but not limited to, any and all management, hotel operating, listing and/or leasing agreements) relating to the maintenance, operation, management and leasing of the Property, and Seller shall be liable for any risks, costs and penalties related to such termination. F. Monetary Obligations. Seller shall pay and satisfy in full any and all liens except for the Certificate of Lien for City of Anaheim Transient Occupancy Taxes, liabilities and encumbrances placed, or caused to be placed, of record against the Real Property evidencing a monetary obligation which can be removed by the payment of money (the "Monetary Obligations") on or before the Closing Date. G. New Liens, Liabilities or Encumbrances. Seller shall not cause, grant or permit any new liens, liabilities, encumbrances or exceptions to title to the Property without the prior written consent of Buyer in each instance, which consent may be granted or denied in the sole and absolute discretion of Buyer. Page 7 H. Termination of Negotiations. Upon the expiration of the Due Diligence Period, Seller shall terminate all negotiations with any other person or entity other than Buyer for the sale or disposition of the Property. SELLER'S DELIVERIES A. Seller's Deliveries to Escrow Agent at Closing. On or before 5:00 p.m. on the last business day prior to the Closing Date, Seller shall deliver to Escrow Agent the items described in this Paragraph 7. i. Seller's Grant Deed. One (1) original of Grant Deed, duly executed and acknowledged by Seller. Pursuant to Paragraph 9.D hereof, all documentary transfer tax information shall be affixed to Grant Deed upon recordation. Bill of Sale. One (1) original of the Bill of Sale, duly executed by Seller. iii. Certificate of Non -Foreign Status. One (1) original of the Certificate of Non - Foreign Status, duly executed and acknowledged by Seller. iv. Assignment and Assumption of Contracts. Two (2) counterpart originals of the Assignment and Assumption of Contracts in substantially the same form and substance as the form attached hereto as Exhibit D, duly executed by Seller. V. Seller's Charges. In addition to the Purchase Price and other funds deposited by Buyer with Escrow Agent, such funds as may be required to: (a) discharge all Monetary Obligations; and (b) pay any amounts required to be paid by Seller in accordance with the provisions of Paragraphs 9.D and 9.E hereof out of the sales proceeds. vi. Seller's Affidavits; Certificates and Evidence of Authority. (a) Any and all affidavits, indemnities and any other written documentation required by the Title Company as a condition to the issuance of the applicable Title Policy; and (b) to the extent required by the Title Company, Escrow Agent and/or Buyer, as applicable, evidence that Seller and those acting for Seller have full authority to consummate the transaction contemplated by this Agreement, as modified through the Closing including, without limitation, certified copies of the corporate, limited liability company, partnership or other resolutions authorizing the transaction contemplated by this Agreement. vii. Seller's Closing Statement. Seller's Closing Statement, duly executed by Seller. viii. Additional Documents. Such additional documents, instructions or other items as may be necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby, provided that such additional documents, instructions or other items shall not cause any additional liability, cost or obligation to Seller, except as otherwise provided for in this Agreement. B. Seller's Deliveries to Buyer at Closing. On or before the Closing, Seller shall deliver to Buyer the items described in this Paragraph 6.13. Page 8 i. Assumed Contracts, Permits and Entitlements and Intangible Property. Originals, or if the originals are not available, copies of all Assumed Contracts, Permits and Entitlements and Intangible Property in Seller's possession or control. ii. Motel Guest Register. An updated, current motel guest register relating to the Real Property, certified by Seller as being true, correct and complete in all material respects as of the Closing Date. iii. Keys. All keys and security cards, if any, relating to the Real Property, and such additional documents, instructions or other items as may be necessary to operate any security systems on the Real Property. 8. BUYER'S DELIVERIES A. Seller's Deliveries to Escrow Agent at Closing. On or before 5:00 p.m. on the last business day prior to the Closing Date, Buyer shall deliver to Escrow Agent the items described in this Paragraph 8. Purchase Price. The Purchase Price pursuant to Paragraph 2 hereof. ii. Assignment and Assumption of Contracts. Two (2) counterpart originals of the Assignment and Assumption of Contracts, in substantially the same form and substance as the form attached hereto as Exhibit D, duly executed by Buyer. iii. Release of Certificate of Lien for City of Anaheim Transient Occupancy Taxes (TOT). One (1) original release or other appropriate instrument (the "Lien Release"), evidencing the satisfaction of all past due TOT, interest and penalties and releasing the Certificate of Lien recorded against the Real Property, such Lien Release to be duly executed and acknowledged by an authorized representative of the City of Anaheim. iv. Buyer's Charges. In addition to the Purchase Price and other funds deposited by Buyer with Escrow Agent, funds sufficient to pay all amounts required to be paid by Buyer in accordance with the provisions of Paragraphs 9.D and 9.E hereof. V. Evidence of Authority. To the extent required by the Title Company, Escrow Agent, and/or Seller, as applicable, evidence that Buyer and those acting for Buyer have full authority to consummate the transaction contemplated by this Agreement, as modified through the Closing including, without limitation, certified copies of the corporate, limited liability company, partnership or other resolutions authorizing the transactions contemplated by this Agreement. vi. Buyer's Closing Statement. Buyer's Closing Statement, duly executed by Buyer. vii. Additional Documents. Such additional documents, instructions or other items as may be necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby, provided that such additional documents, instructions or other items shall not cause any additional liability, cost or obligation to Buyer, except as otherwise provided for in this Agreement. Page 9 A. General Escrow Provisions. Buyer and Seller agree to open an escrow in accordance with this Agreement at [TO DETERMINED BY PARTIES] [INSERT ADDRESS AND NAME OF ESCROW AGENT] ("Escrow Agent") no later than ten (10) days following the Effective Date. The escrow shall be deemed open upon the delivery of a fully -executed copy of this Agreement to Escrow Agent (the "Opening of Escrow"). The "Close of Escrow" or "Closinq" shall mean and refer to (i) Seller's receipt of the Purchase Price and (ii) transfer and conveyance of the Real Property to Buyer by Grant Deed. This Agreement constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts reasonably necessary to close this escrow in the shortest possible time, but in no event later than sixty (60) days following the Effective Date (the "Outside Closing Date"). Seller shall, on or before the Closing, deliver to Escrow Agent a fully -executed and notarized original of the Grant Deed, in form reasonably approved by Buyer. Buyer agrees to deposit the Purchase Price and related escrow fees and charges, less applicable deposits if any, upon demand of Escrow Agent on the Closing Date. Buyer and Seller each agree to deposit with Escrow Agent any additional instruments and funds as may be reasonably necessary to complete this transaction. The Deposit shall be delivered to Escrow by wire transfer within ten (10) days after opening escrow. B. Insurance. Insurance policies are not to be transferred, and Seller will cancel its own policies after Closing. C. Escrow Funds; Disbursements. All funds received in this escrow shall be deposited with other escrow funds in a general interest -bearing escrow trust account(s) and may be transferred to any other such escrow trust account in any federally insured State or National Bank doing business in the State of California. D. Cost and Expenses. i. Seller shall pay: (a) Seller's share of prorations; (b) Seller's Share of Seller's Broker Commission (as provided in Paragraph 10), and (c) Seller's attorneys' fees. ii. Buyer shall pay: (a) all recording costs, documentary transfer taxes, deed stamps and similar costs, fees and expenses payable in connection with the recordation of the Grant Deed; (b) the premium for the Title Policy and the cost of any binders or endorsements to the Title Policy requested by Buyer; (c) Escrow Agent's fees and costs for the Escrow; (d) Buyer's share of prorations; and (e) Buyer's attorneys' fees. E. Prorations and Adjustments. The following adjustments and prorations shall be made as of 12:01 a.m. on the Closing Date ("Proration Date"), as though Buyer held title to the Property throughout the entire day in which the Closing occurs. Such adjustments and prorations shall be made subject to the following provisions: i. Revenues. All motel rental fees, receipts and other revenues (including, but not limited to, reimbursements for Property Expenses, common area maintenance, real and personal property taxes, insurance and other operating expense reimbursements, if applicable, but excluding percentage rent, if applicable) (collectively, the "Revenues"), received by Seller as of the Closing, but which are properly allocable to the period after the Proration Date, shall be credited to Buyer at the Closing. To the extent there are any Revenues owing to Seller as of the Closing which relate to periods of time prior to the Proration Date, but which have not actually Page 10 been collected by Seller as of the Closing ("Delinquent Revenues"), Buyer shall not be obligated to pay to Seller (or give Seller a credit for), the amount of such Delinquent Revenues on the Closing. All Revenues which are received by Seller or Buyer subsequent to the Closing Date shall be applied: first, to amounts due to Buyer; and second, to Delinquent Revenues due to Seller. Seller and Buyer hereby agree to promptly remit to the other the amount of any Revenues received and owing to each other pursuant to the provisions of this Paragraph 9.E(i). Notwithstanding any provision in this Paragraph 9E to the contrary, Seller retains its rights to recover Delinquent Revenues, including, without limitation, the right to collect (without eviction) the same from the Motel Guests and/or third parties responsible for payment of such Delinquent Revenues. ii. Operating Expenses. All costs, fees and expenses (other than Taxes) relating to the operation, management and repair of the Property (collectively, the "Operating Expenses"), shall be prorated between Seller and Buyer at the Closing as of the Proration Date. iii. Taxes and Assessments. All real and personal property ad valorem taxes, if any, including without limitation, all supplemental taxes attributable to the fiscal year in which the Closing occurs shall be paid by Seller and Seller shall be entitled to seek a refund from the Orange County Tax Collector for any such taxes and assessments paid for the portion of the fiscal year following the Closing Date. Special assessments, if any, shall be prorated to the Closing Date. The Buyer is not subject to the assessment of property taxes (whether general, special or supplemental) once it takes title to the Property. iv. Assumed Contracts. All Operating Expenses accruing under, arising out of or relating to any of the Assumed Contracts shall be prorated between Seller and Buyer at the Closing as of the Proration Date. V. Final Adjustment after Closing. If final prorations of special assessments, if any, or ad valorem taxes relating to pre -Closing issues/events cannot be made at the Closing, then, provided Buyer or Seller identify any such proration ("Post Closing Proration") in writing before the Closing, Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available, with final adjustment to be made as soon as reasonably possible after the Closing. F. Close of Escrow; Instructions to Escrow Agent. On the Closing Date, provided that all conditions precedent have been satisfied or waived by the appropriate party, Escrow Agent shall take the following actions in the order indicated below: i. With respect to all closing documents delivered to Escrow Agent hereunder, and to the extent necessary, Escrow Agent is authorized to insert into all blanks requiring the insertion of dates the date of the recordation of the Grant Deed or such other date as Escrow Agent may be instructed in writing by Seller and Buyer. ii. Pay any amount necessary to place title in the condition necessary to satisfy Paragraph 4.0 of this Agreement and charge Seller. iii. Pay any escrow fees, charges and costs payable under Paragraph 9.D of this Agreement and charge Buyer and Seller as set forth in Paragraphs 9.D and 9.E. Page 11 iv. Deliver to Seller, in cash or current funds, the Purchase Price, plus or minus, as the case may be, the amounts determined in accordance with the provisions of this Agreement. California. California. V. Record the Grant Deed in the Official Records of Orange County, vi. Record the Lien Release in the Official Records of Orange County, vii. Cause the Title Company to issue the Title Policy for the Property. viii. Deliver to Seller and Buyer a final closing statement which has been certified by Escrow Agent to be true and correct. G. Time of the Essence; Failure to Close Due to Buyer's Default. TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW SHALL CLOSE ON OR BEFORE THE OUTSIDE CLOSING DATE, UNLESS SUCH DATE IS EXTENDED BY MUTUAL AGREEMENT OF THE PARTIES. 10. BROKERAGE FEES Buyer and Seller each represent to the other that no brokers have been involved in this transaction other than [INSERT NAME OF SELLER'S BROKER] ("Seller's Broker"). The parties understand that Seller's Broker is entitled to a commission in connection with this transaction and that Seller shall be responsible to Seller's Broker for any and all brokerage fee pursuant to the terms of any agreement or agreements heretofore executed by and between Seller and the Seller's Broker ("Seller's Share of Seller's Broker Commission"). Except as otherwise provided above, neither party has had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker or person, who can claim a commission or finder's fee as a procuring cause of the sale contemplated in this Agreement. If any other broker or finder perfects a claim for a commission or finder's fee based on any contract, dealings, or communication with a party (the "Indemnifying Party"), then the Indemnifying Party shall indemnify, defend, and hold the other party (the "Non -indemnifying Party") harmless from all costs and expenses (including reasonable attorney fees and costs of defense) incurred by the Non - indemnifying Party in connection with such claim. 11. RENTALS AND OCCUPANCY BY SELLER. Except for guest occupants of the motel generally referred to as the Motel Guests, Seller warrants that there will be no oral or written leases, subleases or other tenancies in effect, or parties in possession, pertaining to all or any portion of the Property on the Closing Date, and Seller further agrees to indemnify, defend, and hold Buyer harmless and reimburse Buyer for any and all of its losses and expenses, including without limitation reasonable attorney's fees and costs, occasioned by reason of any such lease, sublease, or tenancy other than by the Motel Guests. 12. CONDITIONS TO CLOSE A. Buyer's Conditions Precedent. The following shall be conditions precedent to Buyer's obligation to close, in addition to all other conditions precedent set forth in this Agreement. Page 12 i. The City Council of the City of Anaheim, acting as the legislative body of Buyer, shall have approved this Agreement and authorized its designative representative to execute on behalf of Buyer all documents necessary to the Close of Escrow. J. Buyer shall have reviewed the inventory of Personal Property immediately prior to the Closing and reasonably determined that the Personal Property is generally the same as when previously appraised, taking into account that during the term of the Agreement the Personal Property is subject to normal wear and tear and may have necessarily been replaced if damaged or worn out. iii. Seller shall have timely delivered to Escrow Agent all of the items to be delivered by Seller pursuant to Paragraph 7.A hereof. Seller shall have timely delivered to Buyer all of the items to be delivered by Seller pursuant to Paragraph 7.B hereof. iv. As of the Closing, Seller shall have timely performed all of the material obligations required by the terms of this Agreement to be performed by Seller. V. Title Company is irrevocably committed to issue the Title Policy. vi. All representations and warranties made by Seller to Buyer in this Agreement shall be true and correct as of the Closing. vii. The Real Property (or portion thereof) shall not have been damaged or destroyed by casualty or otherwise and no portion of the Real Property shall have been condemned or subject to any pending or threatened condemnation proceedings. Unless all of Buyer's conditions precedent contained in this Agreement are satisfied within the time period specified, or if no time period is specified, prior to or at Closing, Buyer, at its election, may, either (a) extend the date for Closing until such conditions are satisfied, but no longer than ten (10) days beyond the original Closing date, or (b) terminate this Agreement and have the Deposit and any interest earned thereon immediately refunded to Buyer without further authorization or approvals of any kind from Seller or any other party, or (c) waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed. Notwithstanding the foregoing, if the failure of a Buyer's condition to Closing is caused by a default by Seller, Buyer shall have the right to exercise the remedies set forth in this Agreement. B. Seller's Conditions Precedent. The following shall be conditions precedent to Seller's obligation to close, in addition to all other conditions precedent set forth in this Agreement. i. As of the Closing, Buyer shall have timely performed all of the material obligations required by the terms of this Agreement to be performed by Buyer. ii. All representations and warranties made by Buyer to Seller in this Agreement shall be true and correct as of the Closing. Unless all of Seller's conditions precedent contained in this Agreement are satisfied within the time period specified, or if no time period is specified, prior to or at Closing, Seller, at its election, may, either (a) extend the date for Closing until such conditions are satisfied, but no longer than ten (10) days beyond the original Closing date, or (b) terminate this Agreement and have the Deposit and any interest earned thereon immediately released to the Seller without any Page 13 further authorizations or approvals of any kind from Buyer or any other party, or (c) waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed. Notwithstanding the foregoing, if the failure of a Seller's condition to Closing is caused by a default by Buyer, Seller shall have the right to exercise any other remedies set forth in this Agreement. 13. SELLER'S REPRESENTATIONS. Seller represents and warrants to Buyer that as of the date hereof and as of the Closing: A. All of the Contracts are terminable without penalty upon not more than thirty (30) days' notice. There are no Contracts with any person or entity relating to the Property which must be assumed by Buyer (or which will be deemed assumed by the Buyer upon the Buyer becoming the owner of the Property), other than the Assumed Contracts. The Assumed Contracts, if any, are in full force and effect and constitute valid and enforceable agreements of Seller, free and clear of all liens, charges, encumbrances and adverse claims, and no event has occurred which with the giving of notice or the passage of time or both would result in a default thereunder. Seller has obtained, or on or before the Closing will have obtained, all requisite consents of third parties to the assignment to and assumption by Buyer of the Assumed Contracts. B. To the best of Seller's knowledge and belief, there are no pending or threatened improvements, liens except for the Certificate of Lien for City of Anaheim Transient Occupancy Taxes, or special assessments made or to be made against the Property by any governmental authority. C. There are not any pending, or to Seller's actual knowledge, threatened, lawsuit(s), investigations(s), inquiry(ies), actions(s) or other proceeding(s), including without limitation any condemnation proceeding, affecting the Property or the right to use and/or occupy it. D. There are not any unsatisfied mechanics' or materialmen's lien(s), or any right to lien, affecting the Property or any portion thereof. In the event Seller receives any such notice prior to the Closing, Seller shall immediately notify Buyer and, if required by the Title Company, will provide the Title Company with such indemnifications or security as it may require to insure title to the Property, with ALTA extended mechanic's lien coverage, at the Closing without exception for any unrecorded labor, materialmen's or mechanics' claim of lien. E. This Agreement is, and all the documents executed by Seller which are to be delivered to Buyer at the Closing will be, duly authorized, executed, and delivered by Seller. The obligations contained in this Agreement, are and will be legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective terms. This Agreement does not, and will not, violate any provisions of any agreement to which Seller is a party or to which it is subject. F. Seller has full power and authority to sell, convey and transfer the Property as provided for in this Agreement, all necessary actions required on the part of Seller to execute this Agreement and consummate the transaction contemplated hereby have been taken, or will be by Closing, the persons executing this Agreement on behalf of Seller have all requisite authority to execute this Agreement, and this Agreement is binding and enforceable against Seller. G. To Seller's actual knowledge, the Property is not and never has been in violation of any Environmental Laws (as hereinafter defined) with respect to Hazardous Materials and there is not currently and have not been any underground storage tanks on the Real Property. Seller Page 14 has not received any written notices that the Property is or may be in violation of any Environmental Law. Seller has disclosed to Buyer all information in Seller's possession or control relating to the environmental condition of the Property. Seller has not received any information from neighboring property owners indicating they have any concerns about existing environmental conditions which could affect the Property or suggesting they might look to Seller for contribution to clean up such condition. In the event Buyer discovers any Hazardous Materials conditions on the Property at any time prior to Closing, Buyer shall have the right to terminate this Agreement upon written notice thereof to Seller, whereupon the Escrow Agent shall return the Deposit and all interest earned thereon to Buyer, and thereafter this Agreement shall be deemed void and neither party shall have any further rights or obligations hereunder. Notwithstanding anything to the contrary herein, the effect of the representations made in this subparagraph shall not be diminished or deemed to be waived by any inspections, tests or investigations made by Buyer or its agents. For purposes of this Agreement, "Hazardous Materials" shall mean any pollutants, contaminants, hazardous or toxic substances, materials or wastes (including petroleum, petroleum by-products, radon, asbestos and asbestos containing materials, polychlorinated biphenyls ("PCBs"), PCB -containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms are used in any Environmental Laws (excluding solvents, cleaning fluids and other lawful substances used in the ordinary operation and maintenance of the Property, to the extent in closed containers) and "Environmental Laws" shall mean all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental or quasi - governmental body or agency having jurisdiction over Seller, the Property or any portion thereof and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect the Property or improvements located thereon, or any portion thereof, the use, ownership, occupancy or operation of the Property or the improvements, or any portion thereof, or any owner of the Property, and as same have been amended, modified or supplemented from time to time prior to the date of this Agreement, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right -to -Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), comparable state and local laws, and any and all rules and regulations which have become effective prior to the date of this Agreement under any and all of the aforementioned laws. H. There are no options, rights of first refusal, purchase agreements, management, employment, service, equipment, supply, maintenance, water, sewer or other utility agreements, agreements with municipalities (including improvement or development escrows or bonds) or other agreements, oral or written, with respect to or affecting the Property or any portion thereof, which are or will be binding upon Buyer, or which will burden the Property after Closing, except as set forth in the Title Report. Seller will not enter into or amend any agreements or contracts prior to the Closing without the prior written consent of Buyer. I. Seller has not received any notice requiring any work, repairs, construction, alterations or installations on or in connection with the Property, or asserting any violation of any federal, state, county or municipal laws, ordinances, codes, orders, regulations or requirements affecting any portion of the Property, including, without limitation, the Americans with Disabilities Act, any similar State of California Disability Act, any applicable environmental laws or regulations, Page 15 or any agreements of record. Seller has not received any notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and Seller will promptly notify Buyer of and comply with any such notice or requirement at Seller's cost if such notice is received prior to Closing. J. Except as set forth in the Title Report, Seller has no actual knowledge of any bonds affecting the Property. K. Seller has no actual knowledge of any material error or omission contained in the Seller Deliverables. L. To Seller's actual knowledge, the Property is not in violation of any applicable law, code, ordinance, rule or regulation, or agreement of record. M. Seller warrants and represents that the sale of the Property to the Buyer is voluntary and that, in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act (URA) and California Government Code 7260, Seller and its officers and members are owner -occupants who move as a result of a voluntary acquisition are not eligible for relocation assistance as a displaced person and will not receive relocation assistance associated with moving a business, farm, non-profit organization, residence or personal property from the Property. N. 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, any event occurs or condition exists of which Seller becomes aware or should be aware of as owner of the Property, which renders any of the representations contained herein untrue or misleading, Seller shall promptly notify Buyer in writing. Each of the representations and warranties of Seller contained herein shall survive the Closing. 14. BUYER'S REPRESENTATIONS. Buyer represents and warrants to Seller that as of the date hereof and as of the Closing: A. Buyer is a public body corporate and politic validly existing under the laws of the State of California. Buyer has all requisite power and authority to execute and deliver this Agreement and the ancillary documents to which Buyer is a party and to perform its obligations hereunder and thereunder and to effect the transactions contemplated hereby and thereby. All requisite action has been taken to authorize and approve the execution, delivery and performance by Buyer of this Agreement and the documents to which Buyer is a party. B. The execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, will not: (a) violate any provision of Buyer's organization documents; (b) violate, conflict with or result in a breach of or default under any term or provision of any contract or agreement to which Buyer is a party or by or to which Buyer or any of its assets or properties are or may be bound or subject; or (c) violate any order, judgment, injunction, award Page 16 or decree of any court or arbitration body, or any governmental, administrative or regulatory authority, or any other body, by or to which Buyer is or may be bound or subject. Each of the representations and warranties of Buyer contained herein shall survive the Closing. 15. I.R.S. FORM "W-9". It is further understood and agreed by Seller that closing of this escrow is subject to and contingent upon Seller executing an Internal Revenue Service Form "W-9" and/or 1099 and any other closing or escrow documents reasonably required by the Title Company, and depositing same into Escrow. 16. NOTICE OF TAX WITHHOLDING REQUIREMENTS. It is further understood and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing a "Transferor's Affidavit of Non -Foreign Status" and California Form 593-C (Individual Sellers) or 593-W (Real Estate Withholding Exemption Certificate and Waiver Request for Non -Individual Sellers) and depositing a copy of same into escrow. 17. AUTHORITY. This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of Buyer and Seller. The parties upon whose benefit the signature appears below warrant, each to the other, that the person whose signature appears below has the legal authority to bind the party on whose behalf the signature appears to the terms of this Agreement, and that by doing so, such party is not in breach of any other contract or agreement that would affect or impair the ability of said party to perform its obligations under this Agreement. 18. ENTIRE AGREEMENT. This Agreement contains all the terms, promises, covenants, conditions and representations made or entered into by or between Seller and Buyer relative to the disposition and acquisition of the Property. This Agreement may not be modified or amended unless such amendment is set forth in writing and executed by both Seller and Buyer. 19. SEVERABILITY. The provisions of this Agreement are severable, and if any portion is held invalid or otherwise unenforceable, the parties intend that all other provisions shall remain in full force and effect. 20. ATTORNEY FEES. In the event of any controversy, claim or dispute relating to this instrument or any breach thereof, the prevailing party shall be entitled to recover its reasonable attorney(s) fees, costs and expenses (as actually incurred), whether or not the matter is prosecuted to final judgment, including those on appeal. Attorney(s) fees shall include all costs, expert witness fees, and all other reasonable expenses. 21. REMEDIES FOR DEFAULT. A. Buyer's Default. Buyer shall be deemed to be in default under this Agreement if after the expiration of the Due Diligence Period, Buyer fails, for any reason other than Seller's default under this Agreement or the failure of a condition precedent to Buyer's obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty (made by Buyer) by reason of Buyer's actual fraud or intentional misrepresentation; provided, however, that no such default shall be deemed to have occurred unless and until Seller has given Buyer written notice of the default, describing the nature of the default, and Buyer has failed to cure such default within Page 17 five (5) business days after the receipt of such notice (but in any event before the Closing Date, unless such default occurs after Closing). B. Remedies for Buyer's Default. IF BUYER DEFAULTS IN ITS OBLIGATIONS UNDER THIS AGREEMENT TO CLOSE THE ESCROW AND ACQUIRE THE PROPERTY FROM SELLER ON THE CLOSING DATE THROUGH NO FAULT OF SELLER, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER BECAUSE OF SUCH DEFAULT, THAT THE TOTAL AMOUNT OF THE DEPOSIT AND ANY INTEREST EARNED THEREON SHALL CONSTITUTE A REASONABLE ESTIMATE AND AGREED STIPULATION OF DAMAGES IN THE EVENT OF SUCH DEFAULT BY BUYER AND THAT SELLER SHALL HAVE NO OTHER RIGHT OR CAUSE OF ACTION AGAINST BUYER FOR DAMAGES OR OTHERWISE ARISING FROM SAID DEFAULT. If, after the Closing Date, Seller determines that Buyer has breached any material representation or warranty set forth in ;his Agreement, then Seller shall have the right to bring an action for actual damages against Buyer. Seller's Initials: Buyer's Initials: C. Seller's Default. Seller shall be deemed to be in default under this Agreement if Seller fails, for any reason other than Buyer's default under this Agreement or the failure of a condition precedent to Seller's obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty (made by Seller); provided, however, that no such default shall be deemed to have occurred unless and until Buyer has given Seller written notice of the default, describing its nature, and Seller has failed to cure such default within five (5) business days after receipt of such notice (but in any event before the Closing Date, unless such default occurs after Closing). D. Remedies for Seller's Default. If Seller defaults in its obligations under this Agreement to sell the Property to Buyer on the Closing Date through no fault of Buyer, then Buyer at its option may either (i) have the right to specific performance of this Agreement and all of its general and special damages, or (ii) receive an immediate return of the Deposit, together with interest thereon. If, after the Closing Date, Buyer determines that Seller has breached any material representation or warranty set forth in this Agreement, then Buyer shall have the right to bring an action for general and special damages against Seller. If this Agreement is terminated before the Closing Date for Seller's default, then, in addition to any remedy Buyer has under this Agreement, Seller shall reimburse Buyer for the reasonable costs actually incurred by Buyer in conducting its due diligence, but in no event shall Buyer be entitled to request/receive (nor shall Seller be obligated to pay) any due diligence reimbursement amount in excess of $50,000. 22. SUCCESSORS. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 23. NOTICES. All written notices or demands of any kind which either party hereto may be required or may desire to serve on the other in connection with this Agreement shall be served by personal service, by registered or certified mail, or recognized overnight courier service. Any Page 18 such notice or demand so to be served by registered or certified mail, recognized overnight courier service or electronic mail transmission shall be delivered with all applicable delivery charges thereon fully prepaid and, if the party so to be served be Buyer, addressed to Buyer as follows: City of Anaheim Attention: Grace Ruiz-Stepter, Executive Director Anaheim Housing Authority 201 S. Anaheim Blvd., 101h Floor Anaheim, CA 92805 Telephone No: 714-765-4324 Email: jcarabez@anaheim.net with copies thereof to: Office of the City Attorney Attention: City Attorney 200 S. Anaheim Blvd., 3rd Floor Anaheim, CA 92805 Telephone No. 714-765-5356 Email: cityattorneysoffice@anaheim.net and, if the party so to be served be Seller, addressed to Seller as follows: Ms. Crystal Pak 162 Tapestry Irvine, CA 92603 Telephone No.. - Email: Service of any such notice or demand so made by personal delivery, registered or certified mail, recognized overnight courier or electronic mail transmission shall be deemed complete on the date of actual delivery as shown by the addressee's registry or certification receipt or, as to email transmissions, by "answer back confirmation" or other computer confirmation (provided that a copy of such notice or demand is delivered by any of the other methods provided above within one (1) business day following receipt of such email transmission), as applicable, or at the expiration of the third (3rd) business day after the date of dispatch, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address to which or a different person to whose attention all such notices or demands are thereafter to be addressed. 24. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles. 25. COUNTERPARTS. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 26. EXHIBITS INCORPORATED BY REFERENCE. All Exhibits attached to this Agreement are incorporated in this Agreement by this reference. 27. HEADINGS: CONSTRUCTION. The various headings of this Agreement are included for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. When the context and construction so require, all words used in the singular Page 19 herein shall be deemed to have been used in the plural and the masculine shall include the feminine and the neuter and vice versa. The use in this Agreement of the term "including" and related terms such as "include" shall in all cases mean "without limitation." All references to "days" in this Agreement shall be construed to mean calendar days unless otherwise expressly provided and all references to "business days" shall be construed to mean days on which national banks are open for business. 28. NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole and exclusive benefit of the parties hereto and their respective permitted successors and assigns, and no third party is intended to, or shall have, any rights hereunder. 29. JOINT PRODUCT OF PARTIES. This Agreement is the result of arms -length negotiations between Seller and Buyer and their respective attorneys, if any. Accordingly, neither party shall be deemed to be the author of this Agreement and this Agreement shall not be construed against either party. 30. CALCULATION OF TIME PERIODS. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included at, unless such last day is a Saturday, Sunday or legal holiday for national banks in California, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. Unless otherwise expressly provided herein, the last day of any period of time described herein shall be deemed to end at 5:00 p.m., California time. 31. WAIVER OF JURY TRIAL. To the extent permitted by applicable law, the parties hereby waive any right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 32. NO PERSONAL LIABILITY. Notwithstanding anything stated to the contrary herein, Seller's liability under this Agreement shall be limited to Seller's interest in the Property and Seller's constituent partners, members, managers, directors, officers, employees or agents shall not have any personal liability hereunder to Buyer or its successor or assigns. Notwithstanding anything stated to the contrary herein, Buyer's liability under this Agreement shall be limited to the Buyer set forth herein and none of Buyer's officials, employees or agents shall have any personal liability hereunder to Seller or its constituent partners, members, managers, directors, officers, employees or agents. 33. EFFECTIVE DATE OF THIS AGREEMENT. This Agreement shall take effect immediately upon the approval and execution of this Agreement by the Executive Director of the Anaheim Housing Authority (the "Effective Date"). 34. NO RIGHT TO MARKET. Seller shall not market or enter into negotiations with other potential buyers during the term of this Agreement. [Remainder of page intentionally left blank; signatures appear on next page.] Page 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth below. SELLER: CRYSTAL PAK, an individual Date: Crystal Pak BUYER: ANAHEIM HOUSING AUTHORITY, a public body corporate and politic Date: ATTEST: THERESA BASS, CMC, AUTHORITY SECRETARY Theresa Bass, CMC APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY EM Leonie Mulvihill, Assistant City Attorney LEIBOLD MCCLENDON & MANN, P.C. David H. Mann, Special Counsel Page 21 Grace Ruiz-Stepter Executive Director lWASCuANW-Al LEGAL DESCRIPTION OF REAL PROPERTY The real property referred to herein is situated in the County of Orange, City of Anaheim, State of California, and is described as follows: APN: 079-164-14 [To be inserted] EXHIBIT A — PAGE IWAM11:11M:1 FORM OF GRANT DEED Recording Requested by: CITY CLERK CITY OF ANAHEIM P.O. Box 3222 Anaheim, California 92803 WHEN RECORDED MAIL TO: CITY CLERK CITY OF ANAHEIM P.O. Box 3222 Anaheim, California 92803 EXEMPT FROM RECORDING FEE — GOVERNMENT AGENCY BUSINESS Per Gov't Codes 6103 and 27383 SPACE ABOVE THIS LINE FOR RECORDER'S USE DOCUMENTARY TRANSFER TAX $ ❑ Computed on full value of property conveyed, or ❑ Computed on full value less liens & encumbrances remaining thereon at time of sale. Signature of declarant or agent determining tax, firm name GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Crystal Pak, a single woman ("Grantor"), hereby GRANTS to the Anaheim Housing Authority, a public body corporate and politic ("Grantee"), the real property situated in the County of Orange, State of California, described as follows: EXHIBIT B — PAGE 1 See Exhibit A attached hereto and incorporated by reference herein. Date: [Certificate of Acceptance required for recording] Grantor: [EXHIBIT ONLY — DO NOT SIGN] EXHIBIT B — PAGE 2 Crystal Pak, a single woman EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION OF PROPERTY [To be inserted] EXHIBIT B — PAGE 3 EXHIBIT C BILL OF SALE FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, Crystal Pak, an individual (hereinafter called "Seller"), does hereby give, grant, bargain, sell, transfer and deliver unto Anaheim Housing Authority, a public body corporate and politic ("Buyer"), pursuant to that certain Agreement for Sale of Property and Joint Escrow Instructions dated as of , 2022_ (the "Agreement"), all of Seller's right, title and interest in and to that certain personal property listed on the attached Schedule "1" (the "Personal Property") owned by Seller and located on and used in connection with the ownership and/or operation of the real property more particularly described on Schedule "2" attached hereto ("Real Property"), which Real Property is being conveyed to Buyer on or about of even date herewith. The Personal Property is hereby acquired by Buyer "AS -IS" without any representation or warranty of any kind or nature of Seller, express, implied or statutory, as to the nature of or title to the Personal Property or its fitness for Buyer's intended use of same. EXECUTED as of _, 202 SELLER: CRYSTAL PAK, an individual [EXHIBIT ONLY — DO NOT SIGN] Crystal Pak [SIGNATURES CONTINUE ON FOLLOWING PAGE] EXHIBIT C —PAGE 1 BUYER: ANAHEIM HOUSING AUTHORITY, a public body corporate and politic A ATTEST: THERESA BASS, CMC, AUTHORITY SECRETARY Theresa Bass, CMC APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Leonie Mulvihill, Assistant City Attorney LEIBOLD MCCLENDON & MANN, P.C. mm David H. Mann, Special Counsel EXHIBIT C — PAGE 2 Grace Ruiz-Stepter Executive Director SCHEDULE 1 SCHEDULE OF PERSONAL PROPERTY [To be inserted] EXHIBIT C — PAGE 3 SCHEDULE 2 LEGAL DESCRIPTION OF REAL PROPERTY The real property referred to herein is situated in the County of Orange, City of Anaheim, State of California, and is described as follows: [To be inserted] EXHIBIT C — PAGE 4 FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS This ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this "Assignment ") is executed as of the day of , 202_ ("Assignment Date"), by and between Crystal Pak, an individual ("Assignor"), and Anaheim Housing Authority, a public body corporate and politic ("Assignee"). RECITALS: A. Assignor and Assignee are parties to that certain Agreement for Sale of Property and Joint Escrow Instructions dated as of [to be inserted] (the "Agreement"), pursuant to which Assignor agreed to sell to Assignee, and Assignee agreed to purchase from Assignor the Property. Capitalized terms used herein and not separately defined shall have the same definitions as set forth in the Agreement. B. Assignee has acquired fee title to the Real Property from Assignor on the Assignment Date. Assignor now desires to assign and transfer to Assignee all of Assignor's rights and interests in and to all warranties and guarantees provided to Assignor by vendors and/or contractors with respect to the real and personal property described in Schedule 1 hereto (collectively, the "Contracts"). NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignment and Assumption. Effective as of the Assignment Date, Assignor hereby grants, transfers, conveys, assigns and delegates to Assignee all of its rights and interests of Assignor in, to and under the Contracts that are set forth in Attachment No. 1 attached hereto and made a part hereof; provided, however, such assignment, transfer and sale shall not include any rights or claims arising prior to the Assignment Date which Assignor may have against any party to the Contracts. 2. No Warranties. Assignor is transferring each of the Contracts to Assignee (to the extent the terms of any of the Contracts do not limit or restrict such right) without any warranty of any kind or nature. This Assignment shall not be construed as a representation or warranty by Assignor as to the transferability or enforceability of the Contracts, and Assignor shall have no liability to Assignee in the event that any or all of the Contracts (a) are not transferable to Assignee or (b) are canceled or terminated by reason of this Assignment or any acts of Assignee. Notwithstanding any provisions of this Assignment to contrary effect, Assignor is released and exonerated from any duties, liabilities or obligations with respect to the Contracts which arose prior to the transfer of such Contracts. 3. Dispute Costs. In the event of any dispute between Assignor and Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party's costs and expenses of such dispute, including, without limitation, reasonable attorneys' fees and costs. Any such attorneys' fees and other expenses incurred by either party in enforcing a judgment in its favor under this Assignment shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorneys' fees obligation is intended to EXHIBIT D — PAGE 1 be severable from the other provisions of this Assignment and to survive and not be merged into any such judgment. 4. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall, taken together, be deemed one document. 5. Survival. This Assignment and the provisions hereof shall inure to the benefit of and be binding upon the parties to this Assignment and their respective successors, heirs and permitted assigns. 6. No Third Party Beneficiaries. Except as otherwise expressly set forth herein, Assignor and Assignee do not intend, and this Assignment shall not be construed, to create a third -party beneficiary status or interest in, nor give any third -party beneficiary rights or remedies to, any other person or entity not a party to this Assignment. 7. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. [SIGNATURES CONTINUE ON FOLLOWING PAGE] EXHIBIT D — PAGE 2 IN WITNESS WHEREOF, the parties Assignor and Assignee have duly executed this Assignment as of the day and year first above written. ASSIGNEE: ANAHEIM HOUSING AUTHORITY, a public body corporate and politic In I':rir=.1li THERESA BASS, CMC, AUTHORITY SECRETARY Theresa Bass, CMC APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY 311 Leonie Mulvihill, Assistant City Attorney LEIBOLD MCCLENDON & MANN, P.C. la David H. Mann, Special Counsel Grace Ruiz-Stepter Executive Director ASSIGNOR: CRYSTAL PAK, an individual [EXHIBIT ONLY — DO NOT SIGN] Crystal Pak EXHIBIT D — PAGE 3 SCHEDULE1 SCHEDULE OF CONTRACTS [To be inserted] EXHIBIT D — PAGE 4 COOPERATION AGREEMENT (Covered Wagon Motel) This COOPERATION AGREEMENT (Covered Wagon Motel) ("Cooperation Agreement") dated as of , 2022 ("Date of Agreement"), is entered into by and between the CITY OF ANAHEIM, a charter city and California municipal corporation ("City"), and the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic ("Authority"). City and Authority may at times be referred to individually as a "Party" and collectively as the "Parties." RECITALS A. The Anaheim Housing Authority ("Authority") is a California housing authority duly organized and existing under the California Housing Authorities Law, Part 2 of Division 24, Section 34200, et seq., of the Health and Safety Code ("HAL"), and has been authorized to transact business and exercise the power of a California housing authority pursuant to action of the City Council ("City Council") of the City of Anaheim ("City"); and B. The City is a California municipal corporation and charter city; and C. The California State Department of Housing and Community Development ("HCD") was authorized to provide up to $195 million under the SB 2 Permanent Local Housing Allocation Program Formula Component from the Building Homes and Jobs Trust Fund for assistance to Cities and Counties (as described in Health and Safety Code section 50470 et seq. (Chapter 364, Statutes of 2017 (SB 2)); and D. The City applied for and received an allocation of the SB 2 Permanent Local Housing Allocation ("PLHA") funds in February of 2021 to be received over a five-year period; and E. The City's Five -Year PLHA Plan includes funding for the creation of affordable housing projects and was included on the Housing and Community Development Department FY 22-23 operating budget; and F. Crystal Pak ("Seller") has agreed to sell the 70-unit motel located at 823 S. Beach Boulevard, also known as the Covered Wagon Motel to the Authority for $6,600,000. The Agreement for Sale of Property and Joint Escrow Instructions between the Authority and the Seller reflects the total purchase price. The Motel will provide affordable housing opportunities in West Anaheim and will assist with the City's efforts in the revitalization of beach Boulevard; and G. It is the intention of the Authority and City to acquire Covered Wagon Motel property for the purposes of creating a mixed -use development inclusive of varying affordable housing opportunities; and H. The Authority and City have considered and approved that Agreement for Purchase and Sale by the City of Anaheim and the Anaheim Housing Authority, sourced in whole or part, from PLHA Program Funds and/or Low Moderate Income Housing Asset Funds for the for the purposes of creating a mixed -use development inclusive of varying affordable housing opportunities. To this end, the City desires to make available and transfer to the Authority by this Cooperation Agreement $6,600,000 of PLHA Funds to enable the Authority to acquire the Covered Wagon Motel. I. City and Authority desire to redevelop the Site by acquiring and developing the Site with a mixed -use development inclusive of varying affordable housing opportunities. NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: Section 1. TRANSFER OF FUNDS BY CITY TO AUTHORITY. City agrees to transfer to Authority Six Million Six Hundred Thousand Dollars ($6,600,000) of PLHA Funds ("Project Funds") held by the City to enable the Authority to acquire the Covered Wagon Motel. (a) Further, Authority covenants and agrees to use the Project Funds (i) in strict conformance with the PLHA Plan, as may be amended from time to time, to enable the acquisition for the purposes of creating a mixed -use development inclusive of varying affordable housing opportunities. 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 Cooperation Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 of such Code. (a) 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 Cooperation Agreement shall take effect from and after the date of approval hereof by the Authority Board and the City Council. Section 4. REPRESENTATIONS AND WARRANTIES (a) Representations and Warranties of Authority. Authority hereby represents and warrants to City as follows: (i) Authority of Anaheim Housing Authority. Authority represents and warrants to City it is a public body, corporate and politic, duly existing pursuant to the HAL, and it has been authorized to transact business pursuant to action of the City Council. Authority has full power and authority to execute and deliver this Cooperation Agreement and to accept the funds contemplated hereunder, to execute and deliver 2 documents or instruments, if any, executed and delivered, or to be executed and delivered, pursuant to this Cooperation Agreement, and to perform and observe the terms and provisions of all of the above. (ii) Authority of Persons Executing Documents. This Cooperation Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Cooperation Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Authority, and all actions required under Authority's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Cooperation Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Cooperation Agreement, have been duly taken. (b) Representations and Warranties of City. City represents and warrants to Authority that it is a charter city and municipal corporation. City has full right, power and lawful authority to enter into this Cooperation Agreement and the execution, performance and delivery of this Cooperation Agreement by City, and persons on behalf of City, have been fully authorized by all requisite actions on the part of the City Council. Section 5. DEFAULT AND REMEDIES. (a) Events of Default. Failure by either Party to duly perform, comply with, or observe any of the conditions, terms, or covenants of this Cooperation Agreement shall be an Event of Default. The Party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with reasonable diligence and during any period of curing shall not be in default. The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the injured Party. If the default is not commenced to be cured within thirty (30) days after service of such notice of default and is not cured promptly in a continuous diligent manner in a reasonable period of time after commencement, the defaulting Party shall be liable for any damages caused by such default, and the non defaulting Party may thereafter commence action for damages with respect to such default or for specific performance of this Cooperation Agreement. (b) Remedies. The occurrence of an Event of Default by Authority that is not cured within the time set forth herein shall relieve City of any obligation to disburse the Project Funds. The Authority may seek specific performance of this Cooperation Agreement for City's failure to provide the Project Funds as provided under this Cooperation Agreement. The non -defaulting Party may seek money damages or any other remedy available at law or equity against the defaulting Party for an Event of Default hereunder. Section 6. MISCELLANEOUS (a) Time. Time is of the essence in this Cooperation Agreement. (b) Notices. Any notice requirement set forth herein shall be deemed to be satisfied as follows: (i) three (3) days after mailing of the notice first class United States certified mail, postage prepaid, or (ii) the next business day after the notice or communication has been delivered by hand or sent by telecopy or overnight delivery service, addressed to the appropriate Party. The designated person for delivery of notices hereunder shall be as 3 follows: (i) to the City Manager for notices to City, and (ii) to the Authority Executive Director for notices to Authority. (c) Attorneys' Fees. If either Party brings an action or proceeding to enforce, protect or establish any right or remedy hereunder, the prevailing Party shall be entitled to recover from the other Party its costs of suit and reasonable attorneys' fees. (d) No Third Parties Benefited. This Cooperation Agreement is made and entered into for the sole protection and benefit of City, its successors and assigns, and the Authority, its successors and assigns, and no other person or persons shall have the right of action hereon. (e) Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no assignment of Authority's rights hereunder shall be made, voluntarily or by operation of law, without the prior written consent of City and that any such assignment without said consent shall be void. (f) Construction of Words. Except where the context otherwise requires, words imparting the singular number shall include the plural number and vice versa, words imparting persons shall include firms, associations, partnerships and corporations, and words or either gender shall include the other gender. (g) Partial Invalidity. If any provision of this Cooperation Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. (h) Governing Law. This Cooperation Agreement and any instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. (i) Amendment. This Cooperation Agreement may not be changed orally, but only by agreement in writing signed by Authority and City. 0) Captions and Headings. Captions and headings in this Cooperation Agreement are for convenience of reference only, and are not to be considered in construing the Cooperation Agreement. [signature blocks for Cooperation Agreement on next page] 4 IN WITNESS, THE PARTIES HAVE EXECUTED THIS COOPERATION AGREEMENT (COVERED WAGON MOTEL) AS OF THE EFFECTIVE DATE IN THE FIRST PARAGRAPH ABOVE. "CITY" CITY OF ANAHEIM a municipal corporation Dated: ATTEST: THERESA BASS, CITY CLERK Theresa Bass APPROVED AS TO FORM: CITY ATTORNEY Leonie Mulvihill Assistant City Attorney or Authorized Designee Grace Ruiz-Stepter Director of Housing and Community Development AUTHORITY: ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic Dated: ATTEST: THERESA BASS, AUTHORITY SECRETARY Theresa Bass APPROVED AS TO FORM: BEST BEST & KRIEGER LLP as Special Counsel to City M Executive Director SECRETARY'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Secretary of the Anaheim Housing Authority, do hereby certify that the foregoing is the original Resolution No. AHA-2022-005 adopted at a regular meeting provided by law, of the Anaheim Housing Authority held on the 13th day of September, 2022, by the following vote of the members thereof: AYES: Vice -Chairman O'Neil and Authority Members Ma'ae, Moreno, Valencia, and Faessel NOES: None ABSTAIN: Authority Member Diaz (recusal) ABSENT: None [Mayoral vacancy] IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of September, 2022. RY OF THE ANAHEIM HOUSING AUTHORITY (SEAL)