HomeMy WebLinkAbout80A - JOINT PH - AGMT ACQUISITION OF PROPERTIESREQUEST FOR COUNCIL/
HOUSING AUTHORITY
ACTION
CITY COUNCIL MEETING DATE:
APRIL 5, 2016
TITLE:
JOINT PUBLIC HEARING - AGREEMENT
FOR ACQUISITION OF REAL PROPERTY
AND ESCROW INSTRUCTIONS
FOR 415 AND 423 S. RAITT STREET; AND
710, 714, AND 720 E. 6TH STREET
(STRATEGIC PLAN NO. 5,4A) n
RECOMMENCED ACTION
CITY COUNCIL ACTION
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 18� Reading
❑ Ordinance on 2 "d Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
1. Adopt a resolution making certain findings with respect to the consideration to be received by
the Housing Authority as the Housing Successor Agency pursuant to a Purchase and Sale
Agreement between the Housing Authority and the City for the sale of various properties: 415
and 423 S. Raitt Street (APN 007 - 273 -12 and 007 - 273 -14), and 710, 714, and 720 E. 6th
Street (APN 398 - 334 -03, 398 - 334 -04, and 398- 334 -05), and authorize the City Manager to
execute all required documents as necessary.
2. Authorize the City Manager and Clerk of the Council to execute the Purchase and Sale
Agreement and all required documents for the acquisition of real property located at 415 and
423 S. Raitt Street (APN 007 - 273 -12 and 007 - 273 -14) in the amount of $843,000, and 710,
714, and 720 E. 6th Street (APN 398 - 334 -03, 398 - 334 -04, and 398 - 334 -05) in the amount of
$900,000, for a total of $1,743,000 plus closing costs and escrow fees, subject to non -
substantive changes approved by the City Manager and City Attorney.
HOUSING AUTHORITY ACTION
1. Adopt a resolution making certain findings with respect to the consideration to be received by
the Housing Authority as the Housing Successor Agency pursuant to a Purchase and Sale
Agreement between the Housing Authority and the City for the sale of various properties: 415
and 423 S. Raitt Street (APN 007 - 273 -12 and 007 - 273 -14), and 710, 714, and 720 E. 6th
Street (APN 398 - 334 -03, 398 - 334 -04, and 398 - 334 -05), and authorize the Executive Director
to execute all required documents as necessary.
2. Authorize the Executive Director and Recording Secretary to execute the Purchase and Sale
Agreement and all required documents for the acquisition of real property located at 415 and
80A -1
Joint Public Hearing — Sale of Street Properties
April 5, 2016
Page 2
423 S. Raitt Street (APN 007 - 273 -12 and 007 - 273 -14) in the amount of $843,000, and 710,
714, and 720 E. 6th Street (APN 398 - 334 -03, 398 - 334 -04, and 398 - 334 -05) in the amount of
$900,000, for a total of $1,743,000 plus closing costs and escrow fees, subject to non -
substantive changes approved by the Executive Director and Authority General Counsel.
DISCUSSION
On November 17, 2015, the City Council approved staff recommendations to move forward with
the administrative process required to acquire real properties to provide for new open space
using Community Development Block Grant (CDBG) funds in the amount of $1,743,000 for the
above properties. These properties transferred to the Housing Authority, acting as the Housing
Successor Agency, upon dissolution of the former Community Redevelopment Agency in 2012.
On January 19, 2016, the City Council approved a Substantial Amendment to the 2015 -2016
Annual Action Plan for the reallocation of CDBG funds for the acquisition of the 6t" and Lacy
Street Open Space and the Raitt and Myrtle Street Open Space projects (Exhibit 1). These
actions were taken in an effort to fulfill the land replacement requirements from the National Park
Service (NPS) for the Rancho Santiago Community College District's (RSCCD) school of
continuing education, Centennial Education Center (CEC), to remain at Centennial Park and to
provide neighborhood parks in areas with limited open space.
Centennial Park was obtained from the United States government with use restrictions that
require the land to be used for public recreational purposes. Approximately 2.6 acres of the park
is currently utilized by the RSCCD for non - recreational purposes, to house its adult education
campus, CEC. NPS, the agency charged with interpreting and enforcing the use restrictions, is
requiring that the RSCCD vacate the site by November 2019 or work with the City on a land
conversion plan.
On August 18, 2015, the City Council authorized an agreement with the RSCCD to move forward
with a land conversion process, required by NPS to consider allowing CEC to remain at
Centennial Park. The agreement identifies both the 6th and Lacy Street properties (0.42 acres)
and the Raitt and Myrtle Street properties (1.01 acres) for a total of 1.43 acres as potential
replacement properties for land conversion. The Housing Authority obtained appraisals for these
properties between June and August of 2015, and the appraised value totaled $1,743,000 for all
five parcels.
Approval of this item will allow for the acquisition of an additional 1.43 acres of land conversion
and replacement properties. This will exceed the required land replacement requirements and
should exceed the land value requirements from NPS to allow CEC to remain at Centennial Park
while providing neighborhood parks in needed communities.
ENVIRONMENTAL COMPLIANCE
In accordance with the California Environmental Quality Act, the recommended action is exempt
for further review per Section 15061(b)(3). The general rule exemption allows projects to be
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Joint Public Hearing — Sale of Street Properties
April 5, 2016
Page 3
exempt from CEQA if it can be seen with certainty that there is no possibility that the activity in
question may have a significant effect on the environment. As this proposal will only consist of
the transfer of property from the City's Housing Authority to the City of Santa Ana, it has been
determined that the project will not have an effect on the environment. General Rule Exemption
Environmental Review No. 2016 -26 (415 S. Raitt Street) and 2016 -27 (423 S. Raitt Street) will be
filed for this project. General Rule Exemption Environmental Review No. 2015 -115 (710, 714, and
720 E. Sixth Street) has been filed for this project.
In accordance with the National Environmental Policy Act (NEPA) of 1969, this project underwent
an Environmental Assessment. It was determined that this project will have no significant impact
on the human environment; therefore, an Environmental Impact Statement under the NEPA is not
required.
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement
Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy A (support the
design and construction of parks to provide increased open space and opportunities for
recreation throughout the City, construct the Roosevelt Walker Park and Community Center, and
develop concepts and proposals for the Library Park in the Civic Center and Centennial Santa
Ana River Eco- Park),
FISCAL IMPACT
Funds in the amount of $1,743,000 plus closing costs and escrow fees are available in the
Community Development Block Grant Land account (no. 13518783 - 66100) for expenditure in FY
2015 -16. Revenues in the amount of $1,743,000 will be deposited into the Housing Authority's
Sale of Land account (no. 60718002- 57071) upon receipt.
WPI"" v
Kelly Reenders
Executive Director
APPROVED AS TO FUNDS AND ACCOUNTS:
Franctierrez t2
Executive Director
Community Development Agency Finance and Management Services Agency
JB /SG
Exhibits: 1. Project Map
2. Purchase and Sale Agreement and Joint Escrow Instructions
3. Resolution of the City Council
4. Resolution of the Housing Authority
• I .
F ' 1 I
6`" / Lacy Street and Raitt /Myrtle Open Space Locaton Maps
6th and Lacy Street
Myrtle and Raitt Street
1) 710 E 6TH STREET 2) 714 E 6TH STREET 3) 720 E 6TH STREET 4) 415 S RAITT ST 5) 423 S RAITT ST
EXHIBIT 1
• R .
FORM
FO.,
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
SELLER: Santa Ana Housing Authority
BUYER: City of Santa Ana
DATED: April 5, 2016
(710 E. 6 1 Street; 714 E. 6`h Street; 720 E. 6th Street; 415 S. Raitt Street; and
423 S. Raitt Street)
EXHIBIT 2
80A -7
Buyer:
Buyer's Address:
Closing Date (or Closing)
Contingency Date:
Deed:
Effective Date:
BASIC TERMS
City of Santa Ana, a charter city and municipal corporation organized
under the Constitution and laws of the State of California
City of Santa Ana
Attention:
20 Civic Center Plaza
Santa Ana, CA 92701
Tel. L� _
Fax: (_)
Estimated to occur by June 30, 2016, but not later than the Outside
Date
Thirty (30) days after the Effective Date
A grant deed in the form of Exhibit B hereto.
The later of the respective dates that the Seller and the Buyer approve
this Agreement
Outside Date: August 30, 2016
Purchase Price: One Million Seven Hundred Forty Three Thousand Dollars
($1,743,000.00); the Purchase Price is allocable as follows: (i) re 710
E. 61h Street, $300,000; (ii) re 714 E. 6`h Street, $295,000; (iii) re 720
E. 6`h Street, $305,000; (iv) re 415 S. Raitt Street, $343,000; and (v)
re 423 S. Raitt Street, $500,000.
Real Property: That property described in Exhibit A hereto; the subject property
consists of: (i) 710 E. 6th Street, consisting of approximately 0.14
acres, APN 398 - 334 -03; (ii) 714 E. 6th Street, consisting of
approximately 0.14 acres, APN 398 - 334 -04; (iii) 720 E. 6th Street,
consisting of approximately 0.14 acres, APN 398 - 334 -05; (iv) 415 S.
Raitt Street, consisting of approximately 0.45 acres, APN 007 - 273 -12,
and (v) 423 S. Raitt Street, consisting of approximately 0.64 acres,
APN 007 - 273 -14.
Seller:
Seller's Address:
Santa Ana Housing Authority
20 Civic Center Plaza
Santa Ana, California
Attention:
Tel. (�)
Fax: (�
92701
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)
Escrow Holder: See sections 3(a) and 3(b) hereof.
.IM
PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS ( "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.
B. Seller has offered to sell to Buyer the Real Property described herein for the price
and subject to the terns set forth below. Buyer has considered the offer by Seller and agrees to buy
fiom 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 terns and conditions set forth
in this Agreement. The term Real Property is defined collectively as the following:
(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, all 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 Properly; 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 for
the Real Property.
3. Escrow and Deposit.
(a) Opening of Escrow. For the purposes of this Agreement, the escrow
( "Escrow ") shall be deemed opened ( "Opening of Escrow ") on the date that Escrow Holder receives
a copy of this Agreement fully executed by Buyer and Seller. If an escrow holder is used, the
escrow holder shall be First American Title Company (Santa Ana office) or another escrow holder
mutually acceptable to Buyer and Seller. Buyer and Seller shall use their best efforts to cause the
Fi l l
Opening of Escrow to occur on or before five (5) business days after the Effective Date. Escrow
Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow.
Bayer and Seller agree to execute, deliver and be bound by any reasonable or customary
supplemental escrow instructions or other instruments reasonably required by Escrow Holder to
consummate the transaction contemplated by this Agreement; provided, however, that no such
instruments shall be inconsistent or in conflict with, amend or supersede any portion of this
Agreement. If there is any conflict or inconsistency between the terms of such instruments and the
terms of this Agreement, then the terms of this Agreement shall control. Without limiting the
generality of the foregoing, no such instruments shall extinguish any obligations imposed by this
Agreement or any other agreement between Seller and Buyer.
(b) 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 confrins 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 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.
(c) 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 Riaht 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 Properly 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 Consultant ") to make such investigations as Buyer
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80A -11
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 references 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 Properly 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 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 political 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 govermnental authority, the County, the State of California, regional
governmental authority, or the United States Government, including, but not limited 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 it "hazardous substance" under Section 25316 of the California Health
and Safety Code, Division 20, Chapter 6.8 (Carpenter- Presley- Taimer 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 1.004 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.
80A -12
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 indermiity or other assurances as necessary
to induce the Title Company to provide such endorsement. On or before 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 Buyer and that come into existence after issuance of the Report 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 obtain 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 Le ag 1 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) Natural Hazard Report. Seller shall provide to Buyer or shall cause
the Escrow Holder to provide to Buyer prior to the Contingency Date the Natural Hazard Report
described at Section 8(a)(iii) of this Agreement; provided that Buyer shall bear the cost to prepare
such Natural Hazard Report,
(v) 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.
(vi) Delivery of Documents. Seller's delivery of all documents described
in Section 8, below
(vii) 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.
(viii) 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.
(ix) No Default. As of the Closing, Seller shall not be in default in the
performance of any material covenant or agreement to be performed by Seller under this
Agreement.
(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 paid 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) -(vi) 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)(vii)- (viii) inclusive, prior to the Closing, such Buyer's
Contingencies shall be deemed to have been satisfied.
(c) Sellers-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
approved 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
applicable 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
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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 condition 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) Confirmation Regarding Buyer's Title Policy. Seller shall have received
written confirmation from Buyer that Buyer has approved a pro forma title policy.
(d) _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 thus
Agreement) any escrow, title or other cancellation fees shall be paid by Buyer.
8, Seller's Deliveries to Escrow Holder.
(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 Escrow Holder the following items,
duly executed and, where appropriate, acluiowledged ( "Seller's Delivered Items "):
(i) Deed. The Grant Deed in the form attached hereto as Exhibit B (the
"Deed ").
(ii) FIRPTA/Tax Exemption Forms. The Transferor's Certification of
Non- Foreign Status in the form attached hereto as Exhibit C (the "FIR-PTA Certificate "), together
with any necessary tax witluiolding forms, and a duly executed California Form 593 -C, as
applicable (the "California Exemption Certificate").
(iii) Hazard Disclosure Report. Seller shall obtain and deliver to Buyer
or shall cause Escrow Holder to obtain and deliver to Buyer, at Seller's cost, a Natural Hazard
Report as provided for under Sections 1102 and 1103 of the California Civil Code (the "Natural
Hazard Report ") on or before the Contingency Date.
(iv) Possession of Real Property. Possession of the Real Property free of
any tenancies or occupancy.
(v) Authoritv. Such proof of Seller's authority and authorization to enter
into this Agreement and to consummate this transaction as may be reasonably requested by Buyer
and the Title Company.
(vi) 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 Escrow or 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 clays 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. Buver's Deliveries to Escrow. At least one (1) business day prior to the Closing
Date, Buyer shall deposit or cause to be deposited with Escrow Holder 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.
(b) Change of Ownership Report. One (1) original Preliminary Change of
Ownership Report.
(c) Final Escrow Instructions. Buyer's final written escrow instructions to close
escrow in accordance with the terms of this Agreement.
(d) Authoritv. 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.
(e) 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 ofprorations; and (iii) costs, if any,
allocable to Seller under this Agreement and costs for such services as Seiler may additionally
request that Escrow perform on its behalf (which foregoing items collectively constitute "Seller's
Costs and Debited Amounts ").
.O M•.
(b) Buyer's Costs. If the transaction contemplated by this Agreement is
consummated, then Buyer shall bear the following costs and expenses: (i) the Escrow Holder's fee;
(ii) Buyer's share of prorations, (iii) 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; (iv) documentary recording fees, if any; (v) documentary transfer tax, if
any; (vi) costs, if any, for such services as Buyer may additionally request that Escrow perform on
its behalf; and (vii) any costs associated with Buyer borrowing money in order to pay to Seller the
Purchase Price (collectively, `Buyer's Costs and Debited Amounts"), If the election to close
without use of escrow is made pursuant, to Section 3(b) hereof, Buyer and Seller shall make the
prorations described in this subsection (b).
(c) 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
purchase 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. Ptorakions; 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 delinquent 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 correct
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 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 20`r'
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 and 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,
80A -17
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 Escrow Holder, Escrow
Holder shall immediately close Escrow in the manner and order provided below. Alternatively, if
Seller makes the election to close without use of an escrow pursuant to Section 3(b) hereof, Seller
shall accomplish the matters set forth in this Section 12.
(a) Recording. Escrow Holder 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. Escrow Holder 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 by check payable to Seller unless Escrow
Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with
such instructions). Seller authorizes Escrow Holder to 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. Escrow Holder shall deliver to Seller 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) deposited into Escrow by Buyer pursuant hereto.
(d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original
FIRPTA Certificate, 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,
the Natural Hazard Report, and each other document (or copies thereof) deposited into Escrow by
Seller pursuant hereto, including, without limitation, those documents referenced in Section 8.
(e) Title Company. Escrow Holder shall cause the Title Company to issue the
Buyer's Title Policy to Buyer.
(f) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a
separate accounting of all funds received and disbursed for each party.
(g) Informational Reports, Escrow Holder shall file any information reports
required by Internal Revenue Code Section 6045(e), as amended.
(h) Possession. Possession of the Real Property shall be delivered to Buyer at
the Closing.
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
FOODINFOO
inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered
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:
G) Seller believes that it has the legal power, right and authority to enter
into this Agreement and the instruments referenced herein, and to consturunate the transaction
contemplated.
(ii) 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) The individual executing this Agreement and the instruments
referenced 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 referenced herein, nor incurring the obligations set forth
herein, nor the consunnnation 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 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, 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,
tlueatened 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 cormmitments 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.
(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
10
. ' A
.�
services, supplies or materials, affecting the use, operation, maintenance or management 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 Properly 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 Seller 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 at 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.
(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 terns of this
Agreement and the documents and instruments referenced herein conflict with or result in the
material breach of any terns, conditions or provisions of, or constitute a default under, any bond,
Li
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 of 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. Pair Value Price. Each of Buyer and Seller believe that the Purchase Price
represents a fair value price for the Real Property.
15. 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
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 (provided
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 panty 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 fixture. No
waiver or consent shall be implied from silence or any failure of a patty to act, except as otherwise
12
80A -21
specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants,
conditions and agreements 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 clay of such period shall be
included, unless it is a Saturday, Sunday, 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, 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.
(1) Counterparts; Facsimile Signatures. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, but all of which, together, shall
constitute but one and the same instrument. A facsimile signature shalt 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 Agreemenk. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
0) 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 other provision
hereof,
(k) Applicable Law. This Agreement shall be governed by and construed in
accordance with the Local law of the State of California.
(1) Exhibits and Schedules. The exhibits and schedules attached hereto are
incorporated herein by this reference for all purposes.
(in) Entire Agreement, This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between, and
13
80A -22
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 this
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
FOODIMW
IN WITNESS WHEREOF, the parries hereto have executed this Agreement as of the day
and year first written above.
ATTEST:
M
Maria D. Huizar
Housing Authority Secretary
ATTEST:
UR
Maria D. Huizar
Clerk of the Council
• .
"SELLER"
SANTA ANA HOUSING AUTHORITY,
a public entity, corporate and politic
Executive Director
CITY OF SANTA ANA, a charter city and
municipal corporation organized under the
Constitution and laws of the State of California
M
15
David Cavazos
Its: City Manager
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Acceptance by Escrow Holder:
First American Title Company hereby acknowledges that it has received a fully executed
copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between
the Santa Ana Housing Authority, a public entity, corporate and politic ( "Seller "), and the City of
Santa Ana, a charter city and municipal corporation organized under the Constitution and laws of
the State of California ( "Buyer ") and agrees to act as Escrow Holder thereunder and to be bound by
and strictly perform the terns thereof as such terms apply to Escrow Holder.
Dated: 2016
FIRST AMERICAN TITLE COMPANY
N
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: 398 -334- 03;398 - 334 - 04;398- 334 - 05;007- 273 -12 and 007- 273 -14
A -1
.O I
Mafl
DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Attn:
APN: 398 - 334 -03; 398- 334 -04; 398- 334 -05; [Space above for recorder.]
007- 273 - 12;007- 273 -14
EXEMPT FROM PAYMENT OF DOCUMENTARY
TRANSFER TAX (TRANSFER BETWEEN PUBLIC
AGENCIES)
3 0 4111
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Santa
Ana Housing Authority, a public entity, corporate and politic ( "Grantor "), hereby grants to the City
of Santa Ana, a municipal corporation, 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 , 20—.
SANTA ANA HOUSING AUTHORITY
By:
Name:
Its:
B -1
80A -27
Executive Director
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: 398 - 334 -03; 398 - 334 -04; 398 - 334 -05; 007- 273 -12 and 007 - 273 -14
Attachment No. I to Exhibit B
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed under the foregoing Grant Deed by the
Santa Ana Housing Authority to the City of Santa Ana, a charter city and municipal corporation
organized under the Constitution and laws of the State of California (the "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: 398- 334 -03; 398 - 334 -04; 398 - 334 -05; 007 - 273 -12 and 007 - 273 -14
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.
ATTEST:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
U1
Assistant City Attorney
CITY OF SANTA ANA
Its:
Certificate of Acceptance
. ' A
.�
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On
personally appeared
ss.
before me, , Notary Public,
(Print Name of Notary Public)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized
capacity(ies), and that by his /het /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 CLAINIED BY SIGNER
❑ Individual
❑ Corporate Officer
❑ Partner(s) ❑ Limited
❑ Attomey -fir -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
❑ General
FO R
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
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.
Signahme of Notary Pubhc
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudutent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Titles)
❑ Partner(s) ❑ Limited ❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of peison(s) Or Entity(ies)
80A -31
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
Signer(s) Other Than Nanred Above
EXHIBIT C
FIRPTA CERTIFICATE
TRANSFEROR'S CERTIFICATE OF NON - FOREIGN STATUS
To inform the City of Santa Ana, California, a charter city and municipal corporation
organized under the Constitution and laws of the State of California ( "Transferee "), that withholding
of tax under Section 1445 of the Internal Revenue Code of 1986, as amended ( "Code ") will not be
required upon the transfer of certain. real property to the Transferee by the Santa Ana Housing
Authority (the, "Transferor "), the undersigned hereby certifies the following:
I. The Transferor is not a foreign person or citizen, foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income
Tax Regulations promulgated thereunder);
2. The Transferor's social security number or U.S. employer identification number is as
Follows:
The Transferor's home or office address is:
The Transferor understands that this certification may be disclosed to the Internal Revenue
Service by the Transferee and that any false statement contained herein could be punished by fine,
imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and
to the best of my knowledge and belief it is true, correct and complete, and I further declare that I
have authority to sign this document.
Santa Ana Housing Authority
C -I
80A -32
RESOLUTION NO. 2016-
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 SANTA ANA HOUSING AUTHORITY
LOCATED AT 710 EAST SIXTH STREET, 714 EAST SIXTH
STREET, 720 EAST SIXTH STREET, 415 SOUTH RAITT
STREET, AND 423 SOUTH RAITT 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. California Health and Safety Code Sections 33334.2 and 33334.6
formerly authorized and directed the Santa Ana Redevelopment
Agency (the "Redevelopment Agency ") to expend a certain percentage
of all taxes which are allocated to the Redevelopment Agency pursuant
to Section 33670 of the California Health and Safety Code for the
purposes of increasing, improving and preserving the community's
supply of low and moderate income housing available at affordable
housing cost to persons and families of low- and moderate- income,
lower income, and very low income.
B. Pursuant to applicable law the Redevelopment Agency established a
Low and Moderate Income Housing Fund (the "Housing Fund ") and
acquired certain property with the purpose of using such property for
the provision of affordable housing.
C. By ABx1 26 enacted by the California Legislature during 2011 (as
amended from time to time, the "Dissolution Act "), the California
Legislative eliminated every redevelopment agency within the State of
California, including the Redevelopment Agency,
D. The Dissolution Act provides, in part, that the host city of a
redevelopment agency was to designate a housing entity to receive the
housing assets of the former redevelopment agency within such city.
E. The City Council of the City of Santa Ana ( "City") designated the Santa
Ana Housing Authority (the "Authority ") as the housing entity to receive
the housing assets of the former Redevelopment Agency.
F. The Redevelopment Agency utilized moneys from its Housing Fund in
connection with the acquisition of certain sites, delineated as follows:
$Oj_%_*j SIT 1
(i) 710 E. 6th Street, consisting of approximately 0.14 acres, APN 398-
334-03; (ii) 714 E. 6th Street, consisting of approximately 0.14 acres,
APN 398 - 334 -04; (iii) 720 E. 6th Street, consisting of approximately
0.14 acres, APN 398 - 334 -05; (iv) 415 S. Raitt Street, consisting of
approximately 0.44 acres, APN 007- 273 -12, and (v) 423 S. Raitt
Street, consisting of approximately 0.57 acres, APN 007 - 273 -14
(collectively referred to herein as the 'Properties ").
G. Pursuant to the Dissolution Act, the Authority prepared and the
California Department of Finance approved a Housing Asset Transfer
Form, which listed the housing assets of the Redevelopment Agency
eligible and required to be transferred to the Authority. The Properties
were included on the approved Housing Asset Transfer Form.
H. The Properties are not suitable for use by the Authority. However, the
City believes that the Properties will be useful in pursuing the public
purpose activities of the City.
The respective staffs of the City and the Authority 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 Authority concurrently herewith (the
"Agreement').
J. The City Council has duly considered all terms and conditions of the
proposed Agreement and believes that the Agreement is in the best
interests of the Authority and 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 law requirements.
K. A joint public hearing of the Authority and City Council on the proposed
Agreement was duly noticed in accordance with Health and Safety
Code Sections 33431 and 34312.3(b).
L. On April 5, 2016, the governing board of the Authority and the City
Council held a joint public hearing on the proposed Agreement, at
which time the City Council and the Authority reviewed and evaluated
all of the information, testimony, and evidence presented during the
joint public hearing.
M. All actions required by all applicable law with respect to the proposed
Agreement have been taken in an appropriate and timely manner.
FOOTITARE
N. 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.
O. The price at which the Properties will be conveyed to City represents
the fair market value of the Properties.
P. All actions required by all applicable law with respect to the proposed
Agreement have been taken in an appropriate and timely manner.
Q. The Authority and the City Council have duly considered all of the
terms and conditions of the proposed Agreement and believe that the
sale of the Properties pursuant to the Agreement is in the best
interests of the City of Santa Ana 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 Authority 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.
Section 3. The City Council finds and determines that, based upon substantial
evidence provided in the record before it, the consideration for the Authority'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 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 which 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 5th day of April, 20%
By:
Miguel A. Pulido, Mayor
APPROVED AS TO FORM:
Sonia R. Carvalho
City
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
NOT PRESENT: COUNCIL MEMBERS:
.•l' •.
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached
Resolution No. 2016- to be the original resolution adopted
by the City Council of the City of Santa Ana on April 5, 2016,
Date:
Clerk of the Council
City of Santa Ana
80A -37
RESOLUTION NO. 2016-
A RESOLUTION OF THE SANTA ANA HOUSING
AUTHORITY APPROVING THE PURCHASE AND SALE
AGREEMENT FOR THE DISPOSITION OF PROPERTY TO
THE CITY OF SANTA ANA LOCATED AT 710 EAST SIXTH
STREET, 714 EAST SIXTH STREET, 720 EAST SIXTH
STREET, 415 SOUTH RAITT STREET, AND 423 SOUTH
RAITT STREET
BE IT RESOLVED BY THE GOVERNING BOARD OF THE SANTA ANA
HOUSING AUTHORITY AS FOLLOWS:
Section 1: The Governing Board of the Santa Ana Housing Authority hereby
finds, determines and declares as follows:
A. California Health and Safety Code Sections 33334.2 and 33334.6
formerly authorized and directed the Santa Ana Redevelopment
Agency (the "Redevelopment Agency ") to expend a certain percentage
of all taxes which are allocated to the Redevelopment Agency pursuant
to Section 33670 of the California Health and Safety Code for the
purposes of increasing, improving and preserving the community's
supply of low and moderate income housing available at affordable
housing cost to persons and families of low- and moderate - income,
lower income, and very low income.
B. Pursuant to applicable law the Redevelopment Agency established a
Low and Moderate Income Housing Fund (the "Housing Fund ") and
acquired certain property with the purpose of using such property for
the provision of affordable housing.
C. By ABx1 26 enacted by the California Legislature during 2011 (as
amended from time to time, the "Dissolution Act "), the California
Legislative eliminated every redevelopment agency within the State of
California, including the Redevelopment Agency.
D. The Dissolution Act provides, in part, that the host city of a
redevelopment agency was to designate a housing entity to receive the
housing assets of the former redevelopment agency within such city.
E. The City Council of the City of Santa Ana ( "City ") designated the Santa
Ana Housing Authority (the "Authority ") as the housing entity to receive
the housing assets of the former Redevelopment Agency.
F. The Redevelopment Agency utilized moneys from its Housing Fund in
connection with the acquisition of certain sites, delineated as follows:
EXHIBIT 4
80A -39
(i) 710 E. 6th Street, consisting of approximately 0.14 acres, APN 398-
334-03; (ii) 714 E. 6th Street, consisting of approximately 0.14 acres,
APN 398 - 334 -04; (iii) 720 E. 6th Street, consisting of approximately
0.14 acres, APN 398 - 334 -05; (iv) 415 S. Raitt Street, consisting of
approximately 0.44 acres, APN 007 - 273 -12, and (v) 423 S. Raitt
Street, consisting of approximately 0.57 acres, APN 007 - 273 -14
(collectively referred to herein as the "Properties ").
G. Pursuant to the Dissolution Act, the Authority prepared and the
California Department of Finance approved a Housing Asset Transfer
Form, which listed the housing assets of the Redevelopment Agency
eligible and required to be transferred to the Authority. The Properties
were included on the approved Housing Asset Transfer Form.
H. The Properties are not suitable for use by the Authority. However, the
City believes that the Properties will be useful in pursuing the public
purpose activities of the City.
I. The Authority is authorized to transfer the Properties to the City
pursuant to Health and Safety Code Section 34312.3(b).
J. The respective staff's of the City and the Authority 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
prices as set forth in the draft "Purchase and Sale Agreement" in the
form submitted to the City and the Authority concurrently herewith (the
"Agreement').
K. The Authority has duly considered all terms and conditions of the
proposed Agreement and believes that the Agreement is in the best
interests of the Authority and 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 law requirements.
L. A joint public hearing of the Authority and City Council on the proposed
Agreement was duly noticed in accordance with Health and Safety
Code Sections 33431 and 34312.3(b).
M. On April 5, 2016, the governing board of the Authority and the City
Council held a joint public hearing on the proposed Agreement, at
which time the City Council and the Authority reviewed and evaluated
all of the information, testimony, and evidence presented during the
joint public hearing.
N. All actions required by all applicable law with respect to the proposed
Agreement have been taken in an appropriate and timely manner.
FORM]
O. The Authority 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.
P. The price at which the Properties will be conveyed to City represents
the fair market value of the Properties.
Q. All actions required by all applicable law with respect to the proposed
Agreement have been taken in an appropriate and timely manner.
R. The Authority and the City Council have duly considered all of the
terms and conditions of the proposed Agreement and believe that the
sale of the Properties pursuant to the Agreement is in the best
interests of the City of Santa Ana 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 Authority hereby finds and determines that the disposition by
sale of the Properties by the Authority pursuant to the Agreement will further the
achievement of the Authority's affordable housing objectives by generating resources to
the Authority, which will be used for a housing project pursuant to Health and Safety
Code Section 34312.3(b).
Section 3. The Authority finds and determines that, based upon substantial
evidence provided in the record before it, the consideration for the Authority's sale of the
Properties pursuant to the terms and conditions of the Agreement is not less than the
fair market value of the Properties.
Section 4. The Authority hereby approves the Agreement in substantially the
form presented to the Authority, subject to such revisions as may be made by the
Executive Director of the Authority, or designee. The Executive Director of the Authority
is hereby authorized to execute the Agreement, as so revised (including without
limitation all attachments thereto), on behalf of the Authority, together with any
instruments necessary or convenient to implement the Agreement. A copy of the
Agreement shall, when executed by the Authority, be placed on file in the office of the
Secretary of the Authority.
Section 5. The Executive Director of the Authority, or designee, is hereby
authorized, on behalf of the Authority, to make revisions to the Agreement which do not
materially or substantially increase the Authority'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 Authority's obligations,
responsibilities and duties to be performed under the Agreement and related
documents.
• 1 .
ADOPTED this 6th day of April, 2016.
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney A
[s0
City Attorney
By:
Chair
AYES: AUTHORITY MEMBERS:
NOES: AUTHORITY MEMBERS:
ABSTAIN: AUTHORITY MEMBERS:
• l .
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Secretary of the Housing Authority, do hereby attest to and certify
the attached Resolution No. 2016- to be the original
resolution adopted by the Governing Board of the Santa Ana Housing Authority on April
6, 2016.
Date:
Housing Authority Secretary
FOODIMP
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