HomeMy WebLinkAboutItem 28 - Joint Public Hearing – Resolution and Purchase and Sale Agreement for Acquisition of Real Property for Park Space Community Development Agency
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Item # 28
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
September 6, 2022
TOPIC: Joint Public Hearing – Resolution and Purchase and Sale Agreement for
Acquisition of Real Property for Park Space
AGENDA TITLE:
Joint Public Hearing – Adopt Resolution and Approve Purchase and Sale Agreement for
Acquisition of Real Property at 915 N Flower Street, 921 N Flower Street, and 842 N
Garnsey Street (APN 005-142-58, 005-142-35, and 005-142-47) for Park Space
RECOMMENDED ACTION
1. Adopt a resolution making certain findings with respect to the consideration to be
received by the Successor Agency pursuant to a Purchase and Sale Agreement
between the Successor Agency and the City for the sale of various properties: 915 N
Flower Street, 921 N Flower Street, and 842 N Garnsey Street (APN 005-142-58, 005-
142-35, and 005-142-47), and authorize the City Manager to execute all required
documents as necessary.
2. Authorize the City Manager to execute the Purchase and Sale Agreement and all
required documents for the acquisition of real property located at 915 N Flower Street,
921 N Flower Street, and 842 N Garnsey Street (APN 005-142-58, 005-142-35, and
005-142-47) in the amount of $598,000 plus closing costs and escrow fees, subject to
non-substantive changes approved by the City Manager and City Attorney.
DISCUSSION
The Parks Master Plan, adopted in May 2022, echoes and reinforces the City’s goals to
provide parkland within a 10-minute walk for all residents, and three acres of parkland per
1,000 residents citywide. In July 2022, City Council approved American Rescue Plan Act
(ARPA) Funding for the acquisition and expansion of parks and open space. In an effort
to work towards the Parks Master Plan objectives, the City has identified the following
three parcels that are suitable for park space, currently owned by the Successor Agency
of the former Redevelopment Agency of the City of Santa Ana:
Address APN Property Type
915 N Flower Street 005-142-58 Vacant Lot
921 N Flower Street 005-142-35 Vacant Lot
842 N Garnsey Street 005-142-47 Vacant Lot
The Successor Agency properties are located in a “park gap” area. In June 2022, the City
acquired three properties adjacent to the three Successor Agency properties for park
Joint Public Hearing – Resolution and Purchase and Sale Agreement for Acquisition of
Real Property for Park Space
September 6, 2022
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space. The newly acquired City properties (0.38 acres), combined with the Successor
Agency properties (0.27 acres), would provide a new walkable 0.65-acre neighborhood
park to serve four adjacent neighborhoods. (Exhibit 4)
The City may purchase the three Successor Agency properties upon Countywide
Oversight Board and the Department of Finance approval of the sale. The purchase price
of $598,000 was established by an appraisal conducted on April 29, 2022.
Successor Agency
The City of Santa Ana adopted an ordinance in 1973 to create a Redevelopment Agency.
Throughout the years, the Community Redevelopment Agency (RDA) of the City of Santa
Ana completed numerous projects to eliminate blight, spur economic growth, funded
construction of affordable housing projects, and provided infrastructure and community
facility improvements within the defined project areas and through this process acquired
real property for future development.
On February 1, 2012, in accordance with the Dissolution Act and the California Supreme
Court’s decision in California Redevelopment Association v. Matosantos, Case No.
S194861, the RDA was dissolved and the City began to serve as the “Successor Agency.”
The City Council serves as the governing body of the Successor Agency under the
Dissolution Act as amended by Assembly Bill (AB) 1484, to administer the enforceable
obligations of the Agency and otherwise unwind the Agency’s affairs.
The Oversight Board to the Successor Agency has oversight with respect to the
Dissolution process, including final review and approval of the Long Range Property
Management Plan (LRPMP). The Oversight Board has fiduciary responsibilities to holders
of enforceable obligations and to the taxing entities that benefit from distribution of
property tax and other revenue. As of June 30, 2018, the Orange County Auditor
Controller is overseeing this function.
The three properties identified by the City for park space are identified in the LRPMP for
disposition. The Successor Agency may dispose of these properties after authorization
from the Oversight Board and the Department of Finance.
Approval of the resolution will allow staff to present the sale of the properties to the
Oversight Board and the Department of Finance for Authorization. Once authorized, the
Successor Agency may proceed with the sale of the properties to the City and remit the
proceeds to the Orange County Auditor Controller for distribution amongst taxing entities.
Notice of the time and place for the public hearing was published in the OC Register on
August 23, 2022 and August 30, 2022, once a week for two weeks in newspaper of
general circulation, pursuant to Health and Safety Code Section 33431.
Surplus Lands Act
The property is being disposed of in accordance with the California Surplus Lands Act,
Joint Public Hearing – Resolution and Purchase and Sale Agreement for Acquisition of
Real Property for Park Space
September 6, 2022
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Government Code §54220 et seq. On April 21, 2020, the City of Santa Ana, acting as
Successor Agency, declared the properties as surplus. On January 27, 2021, the City
released Notice of Availability (“NOA”) of surplus properties for a period of sixty (60) days.
The NOA’s were sent to all “local public entities,” as defined in Health and Safety code
section 50079, within whose jurisdiction the surplus land is located and to “Housing
Sponsors” that have notified the California Department of Housing and Community
Development (“HCD”) of their interest in surplus land. The NOA’s were also sent to local
parks agencies and school districts.
One response was received to the NOA, negotiations for the property commenced, and
the respondant withdrew interest in the properties. Negotiations ended and the properties
may now be sold with affordability restrictions. While the property will be sold for the
purposes of park space, the sale of the property will include a deed restriction indicating
that any future residential development on the properties that contains 10 or more units
must restrict 15% of the units for affordable housing to conclude Surplus Land Act
requirements for disposition.
Approval of this action finalizes authorizations for the City’s acquisition of the six parcels,
at 10th and Flower, for Parks and Recreation to develop a new park as identified in the
Parks Master Plan.
FISCAL IMPACT
Funds in the amount of $598,000 for the purchase price plus closing and escrow costs
are available in the ARPA account (no. 18113013-65100) for expenditure in FY 2022-23.
Funds for the Successor Agency’s closing and escrow costs as the seller are available in
the Redevelopment Obligation Retirement Fund account (no. 67018843-62300). Upon
approval by the Oversight Board and DOF, and completion of the transaction, $598,000
in proceeds from the sale will be deposited in the Redevelopment Obligation Retirement
Funds Revenue account (no. 67018002-57071) and payment to the County of Orange,
Auditor-Controller will be made from expenditure account (no. 67018850-69142).
EXHIBIT(S)
1. City Council Resolution
2. Successor Agency Resolution
3. Purchase and Sale Agreement
4. Location Map
Submitted By: Steven Mendoza, Assistant City Manager
Approved By: Kristine Ridge, City Manager
RESOLUTION NO. 2022-____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA APPROVING THE PURCHASE AND SALE
AGREEMENT FOR THE ACQUISITION OF PROPERTY
FROM THE SUCCESSOR AGENCY TO THE FORMER
REDEVELOPMENT AGENCY OF THE CITY OF SANTA
ANA LOCATED AT 915 NORTH FLOWER STREET, 921
NORTH FLOWER STREET, AND 842 NORTH GARNSEY
STREET
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS
FOLLOWS:
Section 1: The City Council of the City of Santa Ana hereby finds, determines
and declares as follows:
A.Pursuant to AB X1 26 (enacted in June 2011 and amended from time
to time, the “Dissolution Act”) and the California Supreme Court’s
decision in California Redevelopment Association, et al. v. Ana
Matosantos, et al., 53 Cal. 4th 231 (2011), all redevelopment agencies
within the State of California, including the Community Redevelopment
Agency of the City of Santa Ana (“Former Agency”), were dissolved.
B.On January 9, 2012, pursuant to section 34173 of the California Health
and Safety Code (“HSC”), the City of Santa Ana (“City”) elected to
serve as the Successor Agency to the dissolved Former Agency
(“Successor Agency”).
C.The Successor Agency is tasked with winding down the Former
Agency’s affairs.
D.Pursuant to HSC section 34175(b), all assets, including real properties,
of the Former Agency transferred to the control of the Successor
Agency by operation of law.
E.The Former Agency acquired certain sites, delineated as follows: (i)
915 North Flower Street, APN 005-142-58; (ii) 921 North Flower Street,
APN 005-142-35; and (iii) 842 North Garnsey Street, APN 005-142-47
(collectively referred to herein as the “Properties”).
F.The Properties are not suitable for use by the Successor Agency.
However, the City believes that the Properties will be useful in pursuing
the public purpose activities of the City, including park space.
EXHIBIT 1
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G. Accordingly, in furtherance of its wind-down of the Former Agency’s
affairs, the Successor Agency desires to transfer the Properties to the
City pursuant to HSC section 34181(a).
H. The City and the Successor Agency have reviewed the fair market
value of the Properties, as aggregated, and have concluded that the
value of such Properties are consistent with the purchase price as set
forth in the draft “Purchase and Sale Agreement” in the form submitted
to the City and the Successor Agency concurrently herewith (the
“Agreement”).
I. The fair market value and purchase price was established as $598,000
by an appraisal conducted on April 29, 2022.
J. A joint public hearing of the Successor Agency and City Council on the
proposed Agreement was duly noticed in accordance with HSC
sections 33431.
K. On September 6, 2022, the governing board of the Successor Agency
and the City Council held a joint public hearing on the proposed
Agreement, at which time the City Council and the Successor Agency
reviewed and evaluated all of the information, testimony, and evidence
presented during the joint public hearing.
L. All actions required by all applicable law with respect to the proposed
Agreement have been taken in an appropriate and timely manner.
M. The City Council has reviewed the staff report in connection with this
matter and has evaluated other information provided to it pertaining to
the findings proposed to be made hereunder.
N. The City Council has considered all of the terms and conditions of the
proposed Agreement and believes that the sale of the Properties
pursuant to the Agreement is in the best interests of the 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.
Section 2. The City Council hereby finds and determines that the disposition
by sale of the Properties by the Successor Agency to the City pursuant to the
Agreement will further the achievement of the City’s public purposes by making property
available for use by the City for park space.
Section 3. The City Council finds and determines that, based upon substantial
evidence provided in the record, the consideration for the Successor Agency’s sale of
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the Properties to the City pursuant to the terms and conditions of the Agreement is not
less than the fair market value of the Properties.
Section 4. The City Council hereby approves the Agreement in substantially
the form presented to the City Council, subject to such revisions as may be made by the
City Manager, or designee. The City Manager is hereby authorized to execute the
Agreement, as so revised (including without limitation all attachments thereto), on behalf
of the City, together with any instruments necessary or convenient to implement the
Agreement. A copy of the Agreement shall, when executed by the City, be placed on
file in the Office of the Clerk of the Council.
Section 5. The City Manager, or designee, is hereby authorized, on behalf of
the City, to make revisions to the Agreement that do not materially or substantially
increase the City’s obligations thereunder or materially or substantially change the uses
or development permitted on the Properties, to sign all documents, to make all
approvals and take all actions necessary or appropriate to carry out and implement the
Agreement and to administer the City’s obligations, responsibilities and duties to be
performed under the Agreement and related documents.
ADOPTED this 6th day of September, 2022.
By: ___________________________
Vicente Sarmiento, Mayor
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By: ___________________________
Ryan O. Hodge
Assistant City Attorney
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSTAIN: COUNCILMEMBERS:
NOT PRESENT: COUNCILMEMBERS:
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CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, , Clerk of the Council, do hereby attest to and certify the attached
Resolution No. 2022-______________________ to be the original resolution adopted
by the City Council of the City of Santa Ana on September 6, 2022.
Date: ____________________________ _____________________________
Clerk of the Council
City of Santa Ana
RESOLUTION NO. 2022-____
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE
FORMER COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF SANTA ANA APPROVING THE PURCHASE
AND SALE AGREEMENT FOR THE DISPOSITION OF
PROPERTY TO THE CITY OF SANTA ANA LOCATED AT
915 NORTH FLOWER STREET, 921 NORTH FLOWER
STREET, AND 842 NORTH GARNSEY STREET
BE IT RESOLVED BY THE GOVERNING BOARD OF THE SUCCESSOR
AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA AS FOLLOWS:
Section 1: The Governing Board of the Successor Agency to the Former
Community Redevelopment Agency of the City of Santa Ana hereby finds, determines
and declares as follows:
A.Pursuant to AB X1 26 (enacted in June 2011 and amended from time
to time, the “Dissolution Act”) and the California Supreme Court’s
decision in California Redevelopment Association, et al. v. Ana
Matosantos, et al., 53 Cal. 4th 231 (2011), all redevelopment agencies
within the State of California, including the Community Redevelopment
Agency of the City of Santa Ana (“Former Agency”), were dissolved.
B.On January 9, 2012, pursuant to section 34173 of the California Health
and Safety Code (“HSC”), the City of Santa Ana (“City”) elected to
serve as the Successor Agency to the dissolved Former Agency
(“Successor Agency”).
C.The Successor Agency is tasked with winding down the Former
Agency’s affairs.
D.Pursuant to HSC section 34175(b), all assets, including real properties,
of the Former Agency transferred to the control of the Successor
Agency by operation of law.
E.The Former Agency acquired certain sites, delineated as follows: (i)
915 North Flower Street, APN 005-142-58; (ii) 921 North Flower Street,
APN 005-142-35; and (iii) 842 North Garnsey Street, APN 005-142-47
(collectively referred to herein as the “Properties”).
F.The Properties are not suitable for use by the Successor Agency.
However, the City believes that the Properties will be useful in pursuing
the public purpose activities of the City, including park space.
EXHIBIT 2
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G.Accordingly, in furtherance of its wind-down of the Former Agency’s
affairs, the Successor Agency desires to transfer the Properties to the
City pursuant to HSC section 34181(a).
H.The City and the Successor Agency have reviewed the fair market
value of the Properties, as aggregated, and have concluded that the
value of such Properties are consistent with the purchase price as set
forth in the draft “Purchase and Sale Agreement” in the form submitted
to the City and the Successor Agency concurrently herewith (the
“Agreement”).
I.The fair market value and purchase price was established as $598,000
by an appraisal conducted on April 29, 2022.
J.A joint public hearing of the Successor Agency and City Council on the
proposed Agreement was duly noticed in accordance with HSC
sections 33431.
K.On September 6, 2022, the governing board of the Successor Agency
and the City Council held a joint public hearing on the proposed
Agreement, at which time the City Council and the Successor Agency
reviewed and evaluated all of the information, testimony, and evidence
presented during the joint public hearing.
L.All actions required by all applicable law with respect to the proposed
Agreement have been taken in an appropriate and timely manner.
M.The Successor Agency has reviewed the staff report in connection with
this matter and has evaluated other information provided to it
pertaining to the findings proposed to be made hereunder.
N.The Successor Agency has considered all of the terms and conditions
of the proposed Agreement and believes that the sale of the Properties
pursuant to the Agreement complies with the Oversight Board’s
direction to dispose of all assets and properties of the Former Agency
pursuant to HSC section 34181(a), and in accord with the public
purposes and provisions of applicable State and local laws and
requirements.
Section 2. The Successor Agency hereby finds and determines that the
disposition by sale of the Properties by the Successor Agency to the City pursuant to
the Agreement will further the achievement of the Successor Agency’s purpose of
winding down the Former Agency’s affairs in compliance with the Oversight Board’s
direction to dispose of all assets and properties of the Former Agency pursuant to HSC
section 34181(a).
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Section 3. The Successor Agency finds and determines that, based upon
substantial evidence provided in the record, the consideration for the Successor
Agency’s sale of the Properties to the City pursuant to the terms and conditions of the
Agreement is not less than the fair market value of the Properties.
Section 4. The Successor Agency hereby approves the Agreement in
substantially the form presented to the Successor Agency, subject to such revisions as
may be made by the Executive Director of the Successor Agency, or designee. The
Executive Director of the Successor Agency is hereby authorized to execute the
Agreement, as so revised (including without limitation all attachments thereto), on behalf
of the Successor Agency, together with any instruments necessary or convenient to
implement the Agreement. A copy of the Agreement shall, when executed by the
Successor Agency, be placed on file in the Office of the Secretary of the Successor
Agency.
Section 5. The Executive Director of the Successor Agency, or designee, is
hereby authorized, on behalf of the Successor Agency, to make revisions to the
Agreement that do not materially or substantially increase the Successor Agency’s
obligations thereunder or materially or substantially change the uses or development
permitted on the Properties, to sign all documents, to make all approvals and take all
actions necessary or appropriate to carry out and implement the Agreement and to
administer the Successor Agency’s obligations, responsibilities and duties to be
performed under the Agreement and related documents.
ADOPTED this 6th day of September, 2022.
By: ___________________________
Vicente Sarmiento, Chair
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By: ___________________________
Ryan O. Hodge
Assistant City Attorney
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AYES: SUCCESSOR AGENCY MEMBERS:
NOES: SUCCESSOR AGENCY MEMBERS:
ABSTAIN: SUCCESSOR AGENCY MEMBERS:
NOT PRESENT: SUCCESSOR AGENCY MEMBERS:
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, , Secretary of the Successor Agency, do hereby attest to and certify
the attached Resolution No. 2022-______________________ to be the original
resolution adopted by the Governing Board of the Successor Agency to the Former
Community Redevelopment Agency of the City of Santa Ana on September 6, 2022.
Date: ____________________________ _____________________________
Successor Agency Secretary
PURCHASE AND SALE AGREEMENT
SELLER: Successor Agency to the Former Community
Redevelopment Agency of the City of Santa
Ana
BUYER: City of Santa Ana
DATED: September 6, 2022
(915 N. Flower Street, APN 005-142-58;
921 N. Flower Street, APN 005-142-35;
and 842 N. Garnsey Street, APN 005-142-47)
EXHIBIT 3
BASIC TERMS
Buyer: City of Santa Ana, a charter city and municipal corporation organized
under the Constitution and laws of the State of California
Buyer’s Address: City of Santa Ana
Attention: Clerk of the Council
20 Civic Center Plaza
Santa Ana, CA 92701
Tel. (714) 647-6520
Closing Date (or Closing): Estimated to occur by November 1, 2022, but not later than the
Outside Date
Contingency Date: Sixty (60) days after the Effective Date
Deed: A grant deed in the form of Exhibit B hereto
Effective Date: September 6, 2022
Outside Date: 60 days after Oversight Board and Department of Finance Approval
Oversight Board: The Oversight Board to the Successor Agency to the Former
Community Redevelopment Agency of the City of Santa Ana
approval is a condition of closing
Purchase Price: Five-Hundred and Ninety-Eight Thousand Dollars ($598,000)
Real Property: That property described in Exhibit A hereto; the subject property
consists of: (i) 915 North Flower Street, APN 005-142-58; (ii) 921
North Flower Street, APN 005-142-37; and (iii) 842 North Garnsey,
APN 005-142-47
Seller: Successor Agency to the Former Community Redevelopment Agency
of the City of Santa Ana
Seller’s Address: 20 Civic Center Plaza
Santa Ana, California 92701
Attention: Director of Community Development Agency
Tel. (714) 647-5360
Title Company: First American Title Insurance Company
5 First American Way
Santa Ana, CA 92707
Tel: (714) ___-____
Attention: ________________, _______________
(direct: (714) ___-____; email: ___________@firstam.com)
(or another title insurer mutually acceptable to Buyer and Seller)
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as
of the Effective Date by and between Seller and Buyer.
RECITALS
A. Seller is the fee owner of that real property which is legally described on Exhibit A
attached hereto and made a part hereof (the “Real Property”). The Real Property is unimproved and
unoccupied vacant lots.
B. Seller has offered to sell to Buyer the Real Property described herein for the price and
subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy from
Seller the Real Property, as more specifically described below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:
1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and Buyer
hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth in this
Agreement. The term Real Property is defined collectively as the followin g:
(a) The fee interest in the Real Property to be conveyed by the Deed (defined in
Section 8(a) below);
(b) All rights, privileges, easements, licenses and interests appurtenant to the Real
Property. Such rights shall be deemed to include, without limitation, al l royalties, minerals, oil and
gas rights and profits, water and water rights (whether or not appurtenant) owned by Seller; and
(c) All personal property, equipment, supplies, and fixtures owned by Seller and
located at the Real Property; and
(d) All of Seller’s interest under contracts, leases, and other agreements associated
with the Real Property, subject to a power of termination as set forth in the Deed.
2. Payment of Consideration. As consideration for the sale of the Real Property from
Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price of
Five-Hundred and Ninety-Eight Thousand Dollars ($598,000) for the Real Property.
3. Closing without Escrow.
(a) Closing without use of Escrow. At the election of Seller, the parties will effect
the conveyance of the Property and payment of the Purchase Price without use of an escrow holder
provided that: (i) Seller confirms to Buyer that Seller agrees that the Deed may be recorded among
the official records of the County Recorder of the County of Orange after Buyer confirms to Seller
that Buyer holds moneys equal to the Purchase Price and will transfer such moneys to City within one
(1) business day after the Deed is recorded, and (ii) Seller confirms to Buyer that the Title Company
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has committed to issue the “Buyer’s Title Policy” (as described in Section 6 hereof) in a form and
subject only to exceptions that are acceptable to Buyer.
(b) Closing. For purposes of this Agreement, the “Closing” or “Closing Date”
shall be the date the Deed (as defined below) is recorded pursuant to applicable law in the county in
which the Real Property is located. Unless changed in writing by Buyer and Seller, the Closing shall
occur on the Closing Date, or as soon thereafter as the conditions precedent to closing are satisfied
pursuant to Sections 6 and 7 of this Agreement. If the Closing has not, for any reason, occurred by
the Closing Date, then either Buyer or Seller may terminate this Agreement by delivering written
notice to the other at any time after the outside Closing Date; provided, however, that if either party
is in default under this Agreement at the time of such termination, then such termination shall not
affect the rights and remedies of the non-defaulting party against the defaulting party.
4. Seller’s Delivery of Real Property and Formation Documents. Within ten (10)
days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the
Property Documents”):
(a) Copies of tax bills.
(b) Such proof of Sellers’ authority and authorization to enter into this Agreement
and to consummate this transaction as may be reasonably requested by Buyer and the Title Company
consistent with the terms of this Agreement.
5. Buyer’s Right of Entry. From and after the Effective Date through the earlier to
occur of the termination of this Agreement or the Closing, Buyer and Buyer’s employees, agents,
consultants and contractors shall have the right to enter upon the Real Property during normal business
hours, provided reasonable prior notice has been given to Seller.
(a) Investigation of the Real Property. In addition to the foregoing, the Buyer
shall have the right, at its sole cost and expense, prior to the Contingency Date, to engage its own
environmental consultant (the “Environmental Consult ant”) to make such investigations as Buyer
deems necessary or appropriate, including any “Phase 1” or “Phase 2” investigations of the Real
Property. If, based upon such evaluation, inspections, tests or investigation, Buyer determines that it,
in its discretion, does not wish to proceed with purchase of the Real Property based upon the condition
of the Real Property, Buyer may cancel this Agreement by giving written notice of termination to
Seller on or before the Contingency Date which specifically refere nces this Section 5. If Buyer does
not cancel this Agreement by the time allowed under this Section 5, Buyer shall be deemed to have
approved the evaluation, inspections and tests as provided herein and to have elected to proceed with
this transaction on the terms and conditions of this Agreement. Buyer shall be provided a copy of all
reports and test results provided by Buyer’s Environmental Consultant promptly after receipt by the
Buyer of any such reports and test results.
Buyer shall bear all costs, if any, associated with restoring the Real Property to the
condition prior to its testing by or on behalf of Buyer if requested to so do by Seller.
(b) No Warranties as To the Real Property. The physical condition and
possession of the Real Property, is and shall be delivered from Seller to Buyer in an “as is” condition,
with no warranty expressed or implied by Seller, including without limitation, the presence of
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Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown
seismic faults, or the suitability of the Real Property for development purposes.
(c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall take
all necessary precautions to prevent the release into the environment of any Hazardous Materials
which are located in, on or under the Real Property. Such precautions shall include compliance with
all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the
state, the County, the City, or any other politic al subdivision in which the Real Property is located,
and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Real
Property (“Governmental Requirements”) with respect to “Hazardous Materials”, as defined below.
“Hazardous Materials” means any substance, material, or waste which is or becomes
regulated by any local governmental authority, the County, the State of California, regional
governmental authority, or the United States Government, including, but not limit ed to, any material
or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted
hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the
California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii)
defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code,
Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined
as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the
California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response
Plans and Inventory), (iv) defined as a “hazardous substance” under Section 25281 of the California
Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances),
(v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or
defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California
Administrative Code, Division 4, Chapter 20, (ix) designated as “hazardous substances” pursuant to
Section 311 of the Clean Water Act (33 U.S.C. §1317), (x) defined as a “hazardous waste” pursuant
to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C.
§6903) or (xi) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. §6901 et seq.
6. Buyer’s Conditions Precedent and Termination Right.
(a) Conditions Precedent. The Closing and Buyer’s obligation to consummate
the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver
of the following conditions precedent (collectively, “Buyer’s Contingencies”), which are for Buyer’s
benefit only.
(i) Title Review. Within ten (10) calendar days after the Date of
Agreement, Seller shall cause the Title Company to deliver to Buyer a preliminary title report (the
“Report”) describing the title to the Real Property, together with copies of the plotted easements and
the exceptions (the “Exceptions”) set forth in the Report; provided that the cost of the Report shall be
borne by Seller. Seller acknowledges that the Report shall include an endorsement against the effect
of any mechanics’ liens; Seller will provide such indemnity or other assurances as necessary to induce
the Title Company to provide such endorsement. On or befo re the Contingency Date, Buyer shall
have approved in writing, in Buyer’s sole discretion, any matters of title disclosed by the following
(collectively, the “Title Documents”): (i) the Report; (ii) the Exceptions; (iii) the legal description of
the Real Property and (iv) any survey Buyer desires to obtain at Buyer’s sole cost and expense. Buyer
shall have the same rights to approve or disapprove any exceptions to title that are not created by
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Buyer and that come into existence after issuance of the Repor t but prior to Closing. Seller shall, on
or before the Closing, remove all deeds of trust, mortgages and delinquent taxes (but not the lien for
any real property taxes or assessments not yet delinquent).
(ii) Buyer’s Title Policy. On or before the Closing, the Title Company
shall, upon payment (by Buyer) of the Title Company’s premium, have agreed to issue to Buyer, a
CLTA owner’s policy of title insurance (“Buyer’s Title Policy”) in the amount of the Purchase Price
showing fee title to the Real Property vested solely in Buyer and subject only to the (i) the standard,
preprinted exceptions to Buyer’s Title Policy; (ii) liens to secure payment of real estate taxes or
assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written
consent of Buyer; and (iv) those matters specifically approved in writing by Buyer. Buyer shall have
the right, at its sole cost and expense, to obtain coverage beyond that offered by a CLTA policy;
provided, however, that Buyer’s ability to obta in such extended coverage shall not be a Buyer’s
Contingency and Buyer’s obligations hereunder shall in no way be conditioned or contingent upon
obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the
cost of, any endorsements and for any survey or other matters required by the Title Company for such
extended coverage.
(iii) Physical and Legal Inspections and Studies. On or before the
Contingency Date, Buyer shall have approved in writing, in Buyer’s sole and absolute discretion, the
results of any physical and legal (but not feasibility or economic) inspections, investigations, tests and
studies Buyer elects to make or obtain, including, but not limited to, investigations with regard to
zoning, building codes and other governmental regulations; engineering tests; soils, seismic and
geologic reports; environmental audits, inspections and studies; environmental investigation or other
invasive or subsurface testing; and any other physical or legal inspections and/or investigations as
Buyer may elect to make or obtain.
(iv) Property and Formation Documents. On or before the Contingency
Date, Buyer shall have approved in writing, in Buyer’s reasonable discretion, the terms, conditions
and status of all of the Property Documents.
(v) Delivery of Documents. Seller’s delivery of all documents described
in Section 8, below.
(vi) Representations and Warranties. All representations and warranties
of Seller contained in this Agreement shall be materially true and correct as of the date made and as
of the Closing.
(vii) Title Company Confirmation. The Title Company shall have
confirmed that it is prepared to issue the Buyer’s Title Policy consistent with the provisions of this
Agreement.
(viii) No Default. As of the Closing, Seller shall not be in defaul t in the
performance of any material covenant or agreement to be performed by Seller under this Agreement.
(ix) Oversight Board and Department of Finance (“DOF”) Approval. The
Oversight Board and, if required as a condition of the issuance of title insurance or by either party
hereto, approval by DOF, shall have been given as to the disposition of the Real Property by Seller to
Buyer under this Agreement.
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(b) Termination Right. Should any of Buyer’s Contingencies not be met by the
Outside Date, and Buyer so informs Seller, Buyer may, by written notice to Seller, terminate this
Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one
party hereto by this Agreement) any escrow, title or other cancellation fees shall be pa id by Buyer,
unless Seller is in default hereunder, in which case Seller shall pay all such fees. If Buyer has neither
terminated this Agreement in writing (“Termination Notice”) on or before 5:00 p.m. on the
Contingency Date as to the items set forth in Sections 6(a)(i)-(v) inclusive, nor provided a written
satisfaction or waiver notice to Seller of each Buyer’s Contingency to be satisfied as of the
Contingency Date, then all such Buyer’s Contingencies shall be deemed to have been satisfied and
this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice
as the items set forth in Sections 6(a)(vi)-(viii) inclusive, prior to the Closing, such Buyer’s
Contingencies shall be deemed to have been satisfied.
(c) Seller’s Cure Right. Buyer shall notify Seller, in Buyer’s Termination Notice,
of Buyer’s disapproval or conditional approval of any Title Documents. Seller shall then have the
right, but not the obligation, to (i) remove from title any disapproved or conditionally a pproved
Exception(s) (or cure such other title matters that are the basis of Buyer’s disapproval or conditional
approval of the Title Documents) within five (5) business days after Seller’s receipt of Buyer’s
Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that such Exception(s)
will be removed (or other matters cured) on or before the Closing. With respect to any such Exception,
it shall be sufficient for purposes hereof for Seller to commit in writing, within the applicabl e period,
to remove such Exception at or before the Closing. Seller’s failure to remove such Exception after
committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if
Seller furnishes Buyer with evidence that the Title Company will issue the Buyer’s Title Policy, as
defined herein, at the Closing deleting such Exception or providing an endorsement (at Seller’s
expense) reasonably satisfactory to Buyer concerning such Exception. If Seller cannot or does not
remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such
five (5) business day period, Buyer shall have three (3) business days after the expiration of such five
(5) business day period to give Seller written notice that Buyer elects to proceed with the purchase of
the Real Property subject to the disapproved Title Document(s), it being understood that Buyer shall
have no further recourse against Seller for such disapproved Title Exception(s).
7. Seller’s Conditions Precedent and Termination Right. The Closing and Seller’s
obligations with respect to the transaction contemplated by this Agreement are subject to the timely
satisfaction or written waiver of the following conditions precedent (“Seller’s Contingencies”), which
are for Seller’s benefit only:
(a) Completion of Title Review. Seller shall have received written confirmation
from Buyer that Buyer has completed its review of title and that the condition of title is satisfactory.
(b) Confirmation Concerning Site. Seller shall have received written
confirmation from Buyer that Buyer has reviewed the condition of the Real Property, including
without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition
of the Real Property.
(c) Oversight Board and, if applicable, DOF Approval. The approval by the
Oversight Board and DOF shall have been given as to the disposition of the Real Property by Seller
to Buyer under this Agreement, and, if required as a matter of law or as a condition by the Title
Company as a condition of the Title Company issuing its policy of title insurance, DOF approval.
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(d) Confirmation Regarding Buyer’s Title Policy. Seller shall have received
written confirmation from Buyer that Buyer has approved a pro forma title policy.
(e) Delivery of Documents. Buyer’s delivery of all documents described in
Section 9, below.
Should any of Buyer’s Contingencies not be met by the Outside Date and Buyer has
so informed Seller, Seller may, by written notice to Buyer, terminate this Agreement. If this
Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this
Agreement) any title or other cancellation fees shall be paid by Buyer.
8. Seller’s Deliveries to Buyer.
(a) Seller’s Delivered Documents. At least one (1) business day prior to the
Closing Date, Seller shall deposit or cause to be deposited with Buyer the following items, duly
executed and, where appropriate, acknowledged (“Seller’s Delivered Items”):
(i) Deed. The Grant Deed in the form attached hereto as Exhibit B (the
“Deed”).
(ii) Possession of Real Property. Possession of the Real Property free of
any tenancies or occupancy.
(iii) Authority. Such proof of Seller’s authority and authorization to enter
into this Agreement and to consummate this transaction as may be reaso nably requested by Buyer and
the Title Company.
(iv) Further Documents or Items. Any other documents or items
reasonably required to close the transaction contemplated by this Agreement as determined by the
Title Company.
(b) Failure to Deliver. Should any of Seller’s Delivered Items not be timely
delivered to Buyer, Buyer may, by written notice to Seller, terminate this Agreement; provided,
however, that Buyer may (but shall not be obligated to) in such notice provide Seller with five (5)
business days to deliver all of Seller’s Delivered Items. If Buyer’s notice provides Seller such five
(5) business days to deliver Seller’s Delivered Items, and if Seller’s Delivered Items are not delivered
within such period, then this Agreement shall automatically terminate without further action or notice.
In the event of any such termination, any cash deposited by Buyer shall immediately be returned to
Buyer. Under no circumstances shall Buyer have any responsibility to or duty to pay consultants or
real estate brokers retained by Seller, Seller being solely responsible in connection with any such
contractual arrangements of Seller.
9. Buyer’s Deliveries to Seller. At least one (1) business day prior to the Closing Date,
Buyer shall deposit or cause to be deposited with Seller the following, each duly executed and
acknowledged by Buyer, as appropriate (“Buyer’s Delivered Items”):
(a) Purchase Price. The Purchase Price, together with additional funds necessary
to pay Buyer’s closing costs set forth in Section 10(b) herein.
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(b) Authority. Such proof of Buyer’s authority and authorization to enter into this
Agreement and to consummate the transaction contemplated hereby as may be reasonably requested
by Seller or the Title Company.
(c) Further Documents or Items. Any other documents or items reasonably
required to close the transaction contemplated by this Agreement as determined by the Title Company.
10. Costs and Expenses.
(a) Seller’s Costs. If the transaction contemplated by this Agreement is
consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges
associated with the removal of encumbrances; (ii) Seller’s share of prorations; and (iii) costs, if any,
allocable to Seller under this Agreement (which foregoing items collectively constitute “Seller’s Cos ts
and Debited Amounts”).
(b) Buyer’s Costs. If the transaction contemplated by this Agreement is
consummated, then Buyer shall bear the following costs and expenses: (i) Buyer’s share of prorations,
(ii) the premium for an owner’s policy of title insurance which, at the election of Buyer, will be an
ALTA owner’s extended coverage policy of title insurance and the cost for any survey required in
connection with the delivery of an ALTA owner’s extended coverage policy of title insurance;
(iii) documentary recording fees, if any; (iv) documentary transfer tax, if any; and (v) any costs
associated with Buyer borrowing money in order to pay to Seller the Purchase Price (collectively,
“Buyer’s Costs and Debited Amounts”). Since Buyer and Seller elected to close without use of escrow
pursuant to Section 3(b) hereof, Buyer and Seller shall make the prorations described in this
subsection (b).
Generally. Each party shall bear the costs of its own attorneys, consultants, and real estate
brokers in connection with the negotiation and preparation of this Agreement and the consummation
of the transaction contemplated hereby. Buyer represents to Seller that Buyer has not engaged the
services of any consultants, finders or real estate brokers in connection with the purchas e of the Real
Property from the Seller. Seller represents to Buyer that Seller has not engaged the services of any
consultants, finders or real estate brokers in connection with the sale of the Real Property to the Buyer.
11. Prorations; Withholding.
(a) All revenues (if any) and expenses relating to the Real Property (including,
but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse
collection charges) shall be prorated as of the Closing Date; provided that all de linquent taxes shall
be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller
shall deliver to Buyer a tentative schedule of prorations for Buyer’s approval (the “Proration and
Expense Schedule”). If any prorations made under this Section shall require final adjustment after
the Closing, then the parties shall make the appropriate adjustments promptly when accurate
information becomes available and either party hereto shall be entitled to an adjustment to co rrect the
same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled
thereto.
(b) In the event Seller does not qualify for an exemption from California
withholding tax under Section 18662 of the California Revenue and Taxation Code (the “Tax Code”)
as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed
8
by Seller, (i) Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price
on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with
the Tax Code, (ii) Buyer shall deliver three (3) duly executed copies of California Form 593 to Title
Company at or immediately after Closing, (iii) two (2) copies of California Form 593 shall be
delivered by Title Company to Seller, and (iv) on or before the 20th day of the month following the
month title to the Real Property is transferred to Buyer (as evidenced by the recording of the Deed),
Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy
of California Form 593 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller
hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold an d
remit the withholding tax contemplated under the Tax Code, together with such other documents
required by the Tax Code (including, without limitation, California Form 593), to the California
Franchise Tax Board.
12. Closing Procedure. When the Title Company is ready to issue the Buyer’s Title
Policy and all required documents and funds have been deposited with Seller, Seller shall immediately
close Escrow in the manner and order provided below.
(a) Recording. Seller shall cause the Deed to be recorded pursuant to applicable
law in the county in which the Real Property is located and obtain conformed copies thereof for
distribution to Buyer and Seller.
(b) Disburse Funds. Seller shall debit or credit (as provided herein) all Buyer’s
Costs and Debited Amounts, Seller’s Costs and Debited Amounts and General Expenses, prorate
matters and withhold funds as provided herein. The Purchase Price, less any applicable debits or
credits (as provided herein) shall be distributed via account transfers to Seller. Seller shall request
demands for payment and to make such payments from the Purchase Price (or such other funds, if
any, as are advanced by Seller) to defray the cost of removing deeds of trust, liens and other
encumbrances.
(c) Documents to Seller. Seller shall receive a conformed copy of the Deed, and
documents, if any, recorded on behalf of any lender, as duly recorded among the official land records
of the County of Orange, and a copy of each other document (or copies thereof) provided by Buyer
pursuant hereto.
(d) Documents to Buyer. Seller shall deliver to Buyer the original California
Exemption Certificate (as applicable), and a conformed copy of each of the Deed as duly recorded
among the official land records of the County of Orange, and each other document (or copies thereof)
deposited by Seller pursuant hereto, including, without limitation, those documents referenced in
Section 8.
(e) Title Company. Seller shall cause the Title Company to issue the Buyer’s
Title Policy to Buyer.
(f) Informational Reports. Seller shall file any information reports required by
Internal Revenue Code Section 6045(e), as amended.
(g) Possession. Possession of the Real Property shall be delivered to Buyer at the
Closing.
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13. Representations and Warranties.
(a) Seller’s Representations and Warranties. In consideration of Buyer entering
into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the
following representations and warranties as of the Effective Date and as of the Closing, each of which
is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a
condition precedent to Buyer’s obligations hereunder), and all of which are material inducements to
Buyer to enter into this Agreement (and but for which Buyer would not have ent ered into this
Agreement) and shall survive Closing; provided that each of the representations and warranties of
Seller is based upon the information and belief of the Executive Director of the Buyer:
(i) Seller believes that it has the legal power, right and authority to enter
into this Agreement and the instruments referenced herein, and to consummate the transaction
contemplated, subject to the approval of the Oversight Board and, as may be applicable, DOF.
(ii) Subject to the approval of the Oversight Board and , as may be
applicable, DOF, Seller believes that all requisite action (corporate, trust, partnership or otherwise)
has been taken by Seller in connection with entering into this Agreement and the instruments
referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the
consummation of the transaction contemplated hereby.
(iii) Subject to the approval of the Oversight Board and, as may be
applicable, DOF, the individual executing this Agreement and the instruments referen ced herein on
behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and
conditions hereof and thereof.
(iv) Seller believes that neither the execution or delivery of this Agreement
or the documents or instruments reference d herein, nor incurring the obligations set forth herein, nor
the consummation of the transaction contemplated herein, nor compliance with the terms of this
Agreement or the documents or instruments referenced herein or therein conflict with or result in t he
material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note
or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or
other agreement or instrument to which Seller is a party or that affect the Real Property, including,
but not limited to, any of the Title Documents or the Property Documents.
(v) There is no pending litigation nor, to the best of Seller’s knowledge,
threatened litigation, which does or will adversely affect the right of Seller to convey the Real
Property. There are no claims which have been received by Seller that have not been disclosed to
Buyer.
(vi) Seller has made no written or oral commitments to or agreements with
any governmental authority or agency materially and adversely affecting the Real Property, or any
part hereof, or any interest therein, which will survive the Closing.
(vii) There are no leases or rental agreements in effect as to the Real
Property.
(viii) Seller is not in default of its obligations under any contract, agreement
or instrument to which Seller is a party pertaining to the Real Property.
10
(ix) There are no mechanics’, materialmen’s or similar claims or liens
presently claimed or which will be claimed against the Real Property for work performed or
commenced for Seller or on Seller’s behalf prior to the date of this Agreement.
(x) There are no undisclosed contracts, licenses, commitments,
undertakings or other written or oral agreements for services, supplies or materials concerning the
use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or
the Real Property after the Closing. There are no oral contracts or other oral agreements for services,
supplies or materials, affecting the use, operation, maintenance or man agement of the Real Property.
(xi) There are not as of the Effective Date, nor will there be as of the
Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy
possession, rights or interest of any nature in and to the Real Property or any part thereof, and no
person other than Buyer shall have any right of possession to the Real Property or any part thereof as
of the Closing.
(xii) No person, excepting Seller, has possession or any rights to possession
of the Real Property or portion thereof.
(b) Subsequent Changes to Seller’s Representations and Warranties. If, prior to
the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact
or circumstance which renders a representation or warranty of Seller set forth herein incorrect or
untrue in any respect (collectively, the “Seller Representation Matter”), then the party who has
learned, discovered or become aware of such Representation Matter shall promptly give written notice
thereof to the other party and Seller’s representations and warranties shall be automatically limited to
account for the Representation Matter. Buyer shall have the right to approve or disapprove any such
change and to terminate this Agreement by written notice to S eller if Buyer reasonably disapproves
any such change. If Buyer does not elect to terminate this Agreement, Seller’s representation shall be
qualified by such Seller Representation Matter and Seller shall have no obligation to Buyer for such
Seller Representation Matter.
(c) Buyer’s Representations and Warranties. In consideration of Seller entering
into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the
following representations and warranties as of the date hereof and a t and as of the Closing, each of
which is material and is being relied upon by Seller (and the truth and accuracy of which shall
constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive
Closing:
(i) Buyer has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein, and to consummate the transaction contemplated
hereby.
(ii) All requisite action has been taken by Buyer in connection with
entering into this Agreement and the instruments referenced herein; and, by the Closing, all such
necessary action will have been taken to authorize the consummation of the transaction contemplated
hereby.
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(iii) The individuals executing this Agreement and the instruments
referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to
the terms and conditions hereof and thereof.
(iv) Neither the execution and delivery of this Agreement and the
documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the
consummation of the transaction contemplated herein, nor compliance with the terms of this
Agreement and the documents and instruments referenced herein conflict with or result in the material
breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other
evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership
agreement, lease or other agreement or instrument to which Buyer is a party or by which any o f
Buyer’s properties are bound.
(d) Subsequent Changes to Buyer’s Representations and Warranties . If, prior to
the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact
or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or
untrue in any respect (collectively, the “Buyer’s Representation Matter”), then the party who has
learned, discovered or become aware of such Buyer’s Representation Matter shall promptly give
written notice thereof to the other party and Buyer’s representations and warranties shall be
automatically limited to account for the Buyer’s Representation Matter. Seller shall have the right to
approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if
Seller reasonably disapproves any such change. If Seller does not elect to terminate this Agreement,
Buyer’s representation shall be qualified by such Buyer’s Representation Matter and Buyer shall have
no obligation to Seller for such Buyer’s Representation Matter.
14. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price represents
a fair value price for the Real Property.
15. Surplus Lands Act. The Property is subject to the requirements of the Surplus Lands
Act. Accordingly, pursuant to Government Code section 54233, if 10 or more residential units are
developed on the Property, not less than 15 percent of the total number of residential units developed
on the parcels shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the
Health and Safety Code, or affordable rent, as defined in Section 50053 of the Health and Safety Code,
to lower income households, as defined in Section 50079.5 of the Health and Safety Code. Rental
units shall remain affordable to, and occupied by, lower income households for a period of at least 55
years for rental housing and 45 years for ownership housing. The initial occupants of all ownership
units shall be lower income households, and the units shall be subject to an equity sharing agreement
consistent with the provisions of paragraph (2) of subdivision (c) of Section 65915 of the Government
Code. Buyer expressly agrees and consents that the requirements of this section shall be contained in
a covenant or restriction recorded against the Property prior to land use entitlement of the project, and
the covenant or restriction shall run with the land and shall be enforceable against any owner who
violates a covenant or restriction, and each successor in interest who continues the violation, by any
of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the Government
Code.
16. General Provisions.
(a) Condemnation. If any material portion of the Real Property shall be taken or
appropriated by a public or quasi-public authority exercising the power of eminent domain, Buyer
12
shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of
the Real Property and receive all of the award or payment made in connection with such taking.
(b) Notices. All notices, demands, requests or other communications required or
permitted hereunder (collectively, “Notices”) shall be in writing, shall be addressed to the receiving
party as provided in the Basic Terms section above, and shall be personally delivered, sent by
overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by
certified mail, postage prepaid, return receipt requested, or sent by facsimile transmission (provi ded
that a successful transmission report is received). All Notices shall be effective upon receipt at the
appropriate address. Notice of change of address shall be given by written notice in the manner
detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of
changed address of which no Notice in accordance with this Section was given shall be deemed to
constitute receipt of such Notice. The providing of copies of Notices to the parties’ respective
counsels is for information only, is not required for valid Notice and does not alone constitute Notice
hereunder.
(c) Waiver, Consent and Remedies. Each provision of this Agreement to be
performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material
consideration for Seller’s and Buyer’s performance hereunder, as appropriate, and any breach thereof
by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and
expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver
shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any
other provision. A waiving party may at any time thereafter require further compliance by the other
party with any breach or provision so waived. The consent by one party to any act by the other for
which such consent was required shall not be deemed to imply consent or waiver of the necessity of
obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be
implied from silence or any failure of a party to act, except as otherwise specified in this Agreement.
All rights, remedies, undertakings, obligations, options, covenants, conditions and agreement s
contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other.
Except as otherwise specified herein, either party hereto may pursue any one or more of its rights,
options or remedies hereunder or may seek damages or specific performance in the event of the other
party’s breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in
this Agreement.
(d) Cooperation. Buyer and Seller agree to execute such instruments and
documents and to diligently undertake such actions as may be required in order to consummate the
purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing
in accordance with the provisions hereof and, following Closing.
(e) Time. Time is of the essence of every provision herein contained. In the
computation of any period of time provided for in this Agreement or by law, the day of the act or
event from which said period of time runs shall be excluded, and the last day of such period shall b e
included, unless it is a Saturday, Sunday, City closure, or legal holiday, in which case the period shall
be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, City closure, or legal
holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date
or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period.
(f) Counterparts; Electronic Signatures. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, but all of which, together, shall
13
constitute but one and the same instrument. An electronic signature shall be deemed an original
signature.
(g) Captions. Any captions to, or headings of, the sections or subsections of this
Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and
shall not be used for the interpretation or determination of the validity of this Agreement or any
provision hereof.
(h) No Obligations to Third Parties. The execution and delivery of this
Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this
Agreement to, any person or entity other than the parties hereto.
(i) Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
(j) Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any ot her provision hereof.
(k) Applicable Law. This Agreement shall be governed by and construed in
accordance with the local law of the State of California, with venue in Orange County.
(l) Exhibits and Schedules. The exhibits and schedules attached hereto are
incorporated herein by this reference for all purposes.
(m) Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between, and the
final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto
expressly agree and confirm that this Agreement is executed without reliance on any oral or written
statements, representations or promises of any kind which are not expressly contained in thi s
Agreement. No subsequent agreement, representation or promise made by either party hereto, or by
or to an employee, officer, agent or representative of either party hereto shall be of any effect unless
it is in writing and executed by the party to be bound thereby.
(n) Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the permitted successors and assigns of the parties hereto.
(o) Assignment. This Agreement may not be assigned without the prior written
consent of the other party hereto, which consent shall not be unreasonably withheld.
[signatures begin on the following page]
14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
ATTEST:
By:
Successor Agency Secretary
“SELLER”
SUCCESSOR AGENCY TO THE
FORMER COMMUNITY
REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA
By:
Executive Director
ATTEST:
By:
Clerk of the Council
“BUYER”
CITY OF SANTA ANA, a charter city and
municipal corporation organized under the
Constitution and laws of the State of California
By:
Kristine Ridge
City Manager
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Ryan O. Hodge
Assistant City Attorney
A-1
EXHIBIT A
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Orange, described as
follows:
[legal description: to come].
APN: 005-142-35; 005-142-47; and 005-142-58
B-1
EXHIBIT B
DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Attn: _________________
APN: 005-142-35; 005-142-47; and 005-142-58 [Space above for recorder.]
EXEMPT FROM PAYMENT OF DOCUMENTARY
TRANSFER TAX (TRANSFER BETWEEN PUBLIC
AGENCIES)
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana
(“Grantor”), hereby grants to the City of Santa Ana, a charter city and municipal corporation organized
under the Constitution and laws of the State of California , that certain real property located in the
County of Orange, State of California, more particularly described on Attachment No. 1 attached
hereto and incorporated herein by this reference (the “Property”), subject to existing easements,
restrictions and covenants of record.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of __________, 2022.
SUCCESSOR AGENCY TO THE FORMER
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANTA ANA
By:
Name: _______________
Its: Executive Director
Attachment No. 1 to Exhibit B
ATTACHMENT NO. 1 TO GRANT DEED
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Orange, described
as follows:
[legal description: to come].
APN: 005-142-35; 005-142-47; and 005-142-58
Certificate of Acceptance
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed under the foregoing Grant Deed by the
Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana to the
City of Santa Ana, a charter city and municipal corporation organized under the Constitution and
laws of the State of California (“City”) as to the following property:
Real property in the City of Santa Ana, County of Orange, State of California, described as follows:
[legal description: to come]
APN: 005-142-35; 005-142-47; and 005-142-58
is hereby accepted by the City Manager of the City on behalf of the City pursuant to authority
conferred by action of the City Council of the City by Resolution No. _____________ of the City
Council, and the City as grantee consents to recordation thereof by its duly authorized officer.
CITY OF SANTA ANA
Kristine Ridge
City Manager
ATTEST:
Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Ryan O. Hodge
Assistant City Attorney
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF ____________ )
On _____________________________ , before me, _______________________________ , Notary Public,
(Print Name of Notary Public)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent frau dulent
reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
Individual
Corporate Officer
___________________________________________________________
Title(s)
___________________________________________________________
Title Or Type Of Document
Partner(s) Limited General
Attorney-In-Fact
Trustee(s)
Guardian/Conservator
Other:_____________________________________
Signer is representing:
Name Of Person(s) Or Entity(ies)
___________________________________________________________
___________________________________________________________
___________________________________________________________
Number Of Pages
___________________________________________________________
Date Of Documents
___________________________________________________________
Signer(s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF ____________ )
On _____________________________ , before me, _______________________________ , Notary Public,
(Print Name of Notary Public)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent
reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
Individual
Corporate Officer
___________________________________________________________
Title(s)
___________________________________________________________
Title Or Type Of Document
Partner(s) Limited General
Attorney-In-Fact
Trustee(s)
Guardian/Conservator
Other:_____________________________________
Signer is representing:
Name Of Person(s) Or Entity(ies)
___________________________________________________________
___________________________________________________________
___________________________________________________________
Number Of Pages
___________________________________________________________
Date Of Documents
___________________________________________________________
Signer(s) Other Than Named Above
EXHIBIT 4
LOCATION MAP
SUCCESSOR AGENCY PROPERTY
CITY PROPERTY
SUCCESSOR AGENCY PROPERTY LINES
CITY PROPERTY LINES
LEGEND
925 N FLOWER ST
921 N FLOWER ST
915 N FLOWER ST
852 N GARNSEY ST
848 N GARNSEY ST
842 N GARNSEY ST