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HomeMy WebLinkAbout80A - JOINT - ACQUISITION 1126-1146 WASHINGTONREQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION CITY COUNCIL MEETING DATE: JULY 5, 2016 TITLE: JOINT PUBLIC HEARING - AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS FOR 1126 -1146 E. WASHINGTON AVE [NON- GENERAL FUND] {STRATEGIC PLAN NO. 6, 1C, 1E, 1G} r �L CITY MANAGER EXECUTIVE DIRECTOR RECOMMENDED ACTION CITY COUNCIL ACTION TiiM,pitll' CLERK OF COUNCIL USE ONLY: © As Recommended ❑ As Amended GI Ordinance on 1 at Reading L1 Ordinance on 2❑d Reading Implementing Resolution 0 Set Public Hearing For CONTINUED TO FILE NUMBER 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 of Santa Ana for the sale of property located at: 1126 -1146 East Washington Avenue (APN 398 - 092 -14), and authorize the City Manager to execute all required documents. 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, by and between the Housing Authority of the City of Santa Ana and the City of Santa Ana, located at 1126- 1146 East Washington Avenue (APN 398 - 092 -14) in the amount of $3,490,000, plus closing costs and escrow fees, subject to nonsubstantive changes approved by the City Manager and City Attorney. Approve an appropriation adjustment to recognize prior year fund balance of $3,490,000 into the Public Works Water Revenue Prior Year Carry Forward Revenue account and appropriate the same amount into the Water Systems Maintenance Expense account. HOUSING AUTHORITY ACTION 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 of Santa Ana for the sale of property located at 1126 -1146 East Washington Avenue (APN 398 - 092 -014), and authorize the Executive Director to execute all required documents as necessary. 80A -1 Joint Public Hearing —Agreement and Escrow Instructions for Acquisition of Real Property at 1126 -1146 E. Washington Avenue July 5, 2016 Page 2 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, by and between the Housing Authority of the City of Santa and the City of Santa Ana, located at 1126 -1146 East Washington Avenue (APN 398 - 092 -14) in the amount of $3,490,000 plus closing costs and escrow fees, subject to nonsubstantive changes approved by the Executive Director and Authority General Counsel. DISCUSSION The City's Water Resources Division (Division) provides water and sewer services to over 43,000 ratepayers. This effort involves substantial maintenance and construction activity, and requires approximately 40,000 acre -feet (AF) of potable water annually. The Division needs land to construct a new groundwater well and related facilities to augment capacity and replace aging wells that no longer produce high - quality water efficiently. By constructing a new well, the Division can keep water commodity costs low and stable, improve water pressure and system performance, and enable greater energy efficiency. In addition, the Division is seeking a staging location for construction and maintenance activities to accelerate project delivery and achieve greater efficiency of operations. This location is well suited for the envisioned use because of its placement relative to the water system's hydraulics; it is located in the high end of the main pressure zone in an area which experiences some of the lowest water system pressures in Santa Ana (Exhibit 1). Additionally, this site is in an industrial area, adjacent to the Interstate 5 freeway, has limited accessibility, and will likely experience significant impacts from a future grade separation project at Santa Ana Boulevard, making it an unlikely area for other types of development. Moreover, its proximity to the freeway and major arterials facilitates receiving deliveries, and dispatching personnel, equipment, and materials easily throughout the city. The proposed site is also near an elevated water tank, high capacity main infrastructure, and storm drain facilities. Groundwater wells produce between 70 -75 percent of the City's water supply from local resources. The balance of the water demand is met by purchasing imported water from the Metropolitan Water District (MWD). The cost to produce water locally from groundwater wells is approximately $380 per acre -foot, or about 40 percent of the cost to purchase imported water from MWD at approximately $930 per acre -foot. Having an adequate and redundant well field will ensure a sufficient water supply for a growing community at the lowest cost to the ratepayers. Besides the cost benefits, an additional groundwater well at this site will provide service benefits by supplementing pressure in a historically low- pressure area at the northern (top) end of the distribution zone (includes Station District Development). Pumping water down the slope is more efficient than pumping it up, resulting in less pressure loss from friction and requiring less energy 80A -2 Joint Public Hearing — Agreement and Escrow Instructions for Acquisition of Real Property at 1126 -1146 E. Washington Avenue July 5, 2016 Page 3 and monitoring to maintain ideal pressure throughout the system while delivering adequate supply. This location is currently vacant and bare, which is a great opportunity to establish a routine and persistent City presence with new facilities and other perimeter improvements (such as block walls and landscaping), that will improve its aesthetic appearance and physical security. There is also potential for mitigating landscape improvements both on- and off -site, such as dry creek beds, pedestrian walkways, and drought tolerant landscape to enhance the environmental aspects of the area. The property (APN 398 - 092 -14) was transferred to the Santa Ana Housing Authority, acting as the Housing Successor Agency, upon dissolution of the former Community Redevelopment Agency in 2012. Because the property is owned by the Housing Authority, it must be purchased at the appraised value with minimal transaction costs, unlike other privately owned parcels. The cash proceeds from the sale are to be used use solely for affordable housing development through a mutually beneficial transaction for ratepayers and residents alike. Approving this item will allow for the acquisition of this property by the City's Water Enterprise for use in constructing water wells and related infrastructure in support of experienced and planned growth in the Downtown and Station District areas (Exhibit 2). ENVIRONMENTAL COMPLIANCE There is no environmental impact associated with this action. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard); Strategy E (prepare a Community Investment Program as part of the citywide budget process that identifies new or expanded capital needs and their funding strategies); and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). FISCAL IMPACT The Appropriation Adjustment will recognize prior year fund balance of $3,490,000 into the Public Works Water Revenue Prior Year Carry Forward revenue account (Account No. 06017002- 50001) and appropriate the same amount into the Water Systems Maintenance expense account (Account No. 06017641- 66100). These funds will be used by the City's Water Enterprise to • I . Joint Public Hearing —Agreement and Escrow Instructions for Acquisition of Real Property at 1126 -1146 E. Washington Avenue July 5, 2016 Page 4 purchase the property at 1126 -1146 East Washington Av 2016 -17. Proceeds from the sale will be received into the (Account No. 60718002 - 57071). All proceeds will be development. Executive Director Public Works Agency Robert C. Corte-7/ , Special Assistan ° FC6 City Manager Housing Authority of the City of Santa Ana FM /NS /RR Exhibits: 1. Property Map ;nue (APN 398 - 092 -14) in Fiscal Year Housing Authority's Sale of Land Fund used solely for affordable housing APPROVED AS TO FUNDS AND ACCOUNTS: ,kK\Z\ -,,N e I � Tk\ t) . A�� jjj,�q Francisco Gutierrez Executive Director Finance and Management Services Agency 2. Purchase and Sale Agreement and Joint Escrow Instructions 3. Resolution of the City Council 4. Resolution of the Housing Authority FORM J WASHINGTON AVE J� RSRE STREET 1024 1022 022 020 016 1037 1029 1021 W WASHINGTON PLACE APN 9398- 092 -13 1 BOULEVARD LEGEND: = :SUBJECT PROPERTY SANTA ANA CITY COUNCIL PWA AGENDA DATE: 07/05/16 PUBLIC WORKS AGENCY EXHIBIT 1 JOINT PUBLIC HEARING - AGREEMENT FOR ACOUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS FOR 1126 -1146 E. WASHINGTON AVE [NON - GENERAL FUND] [STRATEGIC PLAN NO. 6,1C,E,G] �oollhw, I 1045 1102 rn J� RSRE STREET 1024 1022 022 020 016 1037 1029 1021 W WASHINGTON PLACE APN 9398- 092 -13 1 BOULEVARD LEGEND: = :SUBJECT PROPERTY SANTA ANA CITY COUNCIL PWA AGENDA DATE: 07/05/16 PUBLIC WORKS AGENCY EXHIBIT 1 JOINT PUBLIC HEARING - AGREEMENT FOR ACOUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS FOR 1126 -1146 E. WASHINGTON AVE [NON - GENERAL FUND] [STRATEGIC PLAN NO. 6,1C,E,G] �oollhw, I FORM FO., FARE SELLER: Housing Authority of the City of Santa Ana BUYER: City of Santa Ana DATED: July S, 2016 (1126 -:1146 E. Washington Avenue, Santa Ana, CA) Exhibit 2 80A -7 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: Cleric of the Council 20 Civic Center Plaza (M -30) Santa Ana, CA 92701 Fax: (714) 647 -6956 Closing Date (or Closing) Estimated to occur by August 31, 2016, but not later than the Outside Date Contingency Date: Thirty (30) days after the Effective Date Deed: A grant deed in the form of Exhibit B hereto. Effective Date: The later of the respective dates that the Seller and the Buyer approve this Agreement Outside Date: October 30, 2016 Purchase Price: Three Million Four Hundred Ninety Thousand Dollars ($3,490,000.00). Real Property: That property described in Exhibit A hereto; the subject property 1126 -1146 E. Washington Avenue, consisting of approximately 1.46 acres, APN 398 - 092 -14. Setter: Housing Authority of the City of Santa Ana Seller's Address: 20 Civic Center Plaza (M -26) Santa Ana, California 92701 Attention: Executive Director Fax: (714) 647-2225 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. .1 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 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: I. 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 S(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 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 sate 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 .IM Opening of Escrow to occur on or before five (5) business clays after the Effective Date, Escrow Holder shall promptly notify Buyer and Setter in writing of the date of the Opening of Escrow. Buyer 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 terns 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 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 has cormmitted 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. (e) Closing. For proposes 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 shalt deliver to Buyer the following items (collectively, the Property Documents "): (a) Copies of tax bills. (b) Stich 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 "Envirommentat Consultant ") to make such investigations as Buyer 2 1m1 deems necessary or appropriate, including any "Phase I" or "Phase 2 " investigations of the Real Property. It; 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 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 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 governmental 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 a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpen ter - 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 I l 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 ass "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. 80A -11 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. G) 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 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 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) 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. 4 80A -12 (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, Setter 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 Setter, 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 terns. 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) 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 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 live (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 FOODYMW 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 this 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, acknowledged ( "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 " FIRPTA Certificate"), together with any necessary tax withholding 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 1 t03 of the California Civil Code (the "Natural Hazard Report") on or before the Contingency Date. (iv) Possession of Real Propert y. Possession of the Real Property free of any tenancies or occupancy. • ' 1 I .� (v) Authority. 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 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 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) AqthgAjy. 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 of prorations; and (iii) costs, if any, allocable to Seller under this Agreement and costs for such services as Seller may additionally request that Escrow perform on its behalf (which foregoing items collectively constitute "Seller's Costs and Debited Amounts "). (b) Buyers 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 Setter the Purchase Price (collectively, "Buyer's Costs and Debited Amounts "). If the election to close without use of escrow is trade 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 sate of the Real Property to the Buyer. 11. Prorations: Withholding. (a) Alt revenues (if any) and expenses retating 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`h 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 shalt 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. .O M•. 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, Setter 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 shalt 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). Setter authorizes Escrow Holder to request demands for payment and to make such payments from the Purchase Price (or such other fiords, if any, as are advanced by Seller) to defray the cost of removing deeds of trust, lions 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 cacti 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 repots 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, Setter 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 80A -17 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: (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. (ii) Seller believes that all requisite action (corporate, nest, 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 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 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, 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 pail 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', materiahmen'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 FOODINFOO 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 ofthe 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 it 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) Buyers 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: G) 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 terms or 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, II 80A -19 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. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price represents a fair value price for the Real Property, as determined by an independent appraisal. 1.5. 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 ") shalt 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). Alt Notices shalt 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 shalt 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 12 FOODUK11 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 day 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. (Q Counterparts; Facsimile Signature . 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 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. 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 lacy of the State of California. (1) 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 13 80A -21 the final expression of Buyer and Setter 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 shalt 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. [Signotnrea begin on the following page] 14 80A -22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. ATTEST: By: Maria D. Huizar Housing Authority Secretary ATTEST: an "SELLER" HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public entity, corporate and politic 0 Robert C. Cortez Special Assistant to the City Manager "BUYER" CITY OF SANTA ANA, a charter city and municipal corporation organized under the Constitution and laws of the State of California Bv: Maria D. Huizar David Cavazos, City Manager Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lisa Storck 15 FOODIMW Assistant City Attorney 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 Housing Authority of the City of Santa Ana, 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 terms thereof as such terns apply to Escrow Holder. Dated: 12016 FIRST AMERICAN TITLE COMPANY G, • ' 1 I .� 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 follow]. APN: 398 - 092 -14 A -1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M -30) Santa Ana, CA 92701 Attn: Clerk of the Council 14 EXHIBIT B DEED EXEMPT FROM PAYMENT OFDOCUMENTARY TRANSFER TAX (TRANSFER BETWEEN PUBLIC AGENCIES) !L. 1001 FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Housing Authority of the City of Santa Ana, a public entity, corporate and politic ( "Grantor "), hereby grants to the City of Santa Ana, a municipal corporation and charter city, that certain real property located in the County of Orange, State of California, more particularly described on Attachment No. I 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 2016. HOUSING AUTHORITY FOR THE CITY OF SANTA ANA M Robert C. Cortez Special Assistant to the City Manager LOI .O I 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 follow]. APN: 398 - 092 -14 Attachment No. l to Exhibit B 80A -27 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed under the foregoing Grant Deed by the Housing Authority of the City of Santa Ana, a public body corporate and politic, 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 follow] APN: 398 - 092 -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, and the City as grantee consents to recordation thereof by its duly authorized officer. ATTEST: Maria D. Huizar Cleric of the Council APPROVED AS TO FORM: Sonia R. Catvatho City Attorney ME Lisa Storck Assistant City Attorney CITY OF SANTA ANA David Cavazos, City Manager Certificate of Acceptance A notary public or other officer comptedng 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 /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 seat. Signature of Notary Public OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer ❑ Partner(s) ❑ Limited ❑ Cenral ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardiatt/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Eraity(ies) DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Or Document — -- 1um6ero' Wages - - -- • ' A • L� Date Of Documents Signer(s) Other Than 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 Oil personalty 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 /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer ❑ Partner(s) ❑ Limited ❑ Attorney -In -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 Tyre Of Document Number Of Pages Date Of Dbenlnent5 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 Housing Authority of the City of Santa Ana (the, "Transferor°'), the undersigned hereby certifies the following: 1. The Transferor is not a foreign person or citizen, foreign corporation, foreign partnership, foreign nest, or foreign estate (as those terns 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: 3. The Transferor's home or office address is: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M -26) P.O. Box 1988 Santa Ana, CA 92702 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. Housing Authority of the City of Santa Ana Robert C. Cortez Special Assistant to the City Manager C -1 80A -31 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 HOUSING AUTHORITY OF THE CITY OF SANTA ANA FOR PROPERTY LOCATED AT 1126 -1146 E. WASHINGTON AVENUE 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 Housing Authority of the City of Santa Ana (the "Authority ") as the housing entity to receive the housing assets of the former Redevelopment Agency. Exhibit 3 FoorlyffiN F. The Redevelopment Agency utilized moneys from its Housing Fund in connection with the acquisition of that certain site, 1126 -1146 E. Washington Avenue, APN 398 -092 -14 (the 'Property "). 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 Property was included on the approved Housing Asset Transfer Form. H. The Property is not "surplus property' pursuant to Section 5422.1 of the Government Code. The City believes that the Property will be useful in pursuing the public purpose activities of the City to construct a new ground water well and related water facilities to augment existing capacity and replace existing aging wells that no longer produce high quality water efficiently. I. The Authority is authorized to transfer the Property to the City pursuant to Health and Safety Code Section 34312.3(b). J. The respective staffs of the City and the Authority have reviewed the fair market value of the Property, as appraised, and have concluded that the value of such Property is 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'). K. 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. 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 July 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. FOOTITARE O. 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. P. The price at which the Property will be conveyed to City represents the appraised fair market value of the Property. O. Proceeds from the sale will be used by the Authority solely for affordable housing development. R. All actions required by all applicable law with respect to the proposed Agreement have been taken in an appropriate and timely manner. S. 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 Property 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 Property 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 Property to the City pursuant to the terms and conditions of the Agreement is not less than the fair market value of the Property. 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 Attorney, 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 Property, 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. FOR ADOPTED this J day of July, 2016. By: Miguel A. Pulido, Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney AL- Lisa Storck Assistant City Attorney AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: NOT PRESENT: COUNCIL MEMBERS: 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 July 2016. on Clerk of the Council City of Santa Ana .•R' •. RESOLUTION NO. 2016- A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA APPROVING THE PURCHASE AND SALE AGREEMENT FOR THE DISPOSITION OF PROPERTY LOCATED AT 1126 -1146 EAST WASHINGTON AVENUE TO THE CITY OF SANTA ANA 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 Housing Authority of the City of Santa Ana (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 a certain site, 1126 -1146 E. Washington Avenue, APN 398- 092 -14 (the "Property "). Exhibit+ 80A -37 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 Property was included on the approved Housing Asset Transfer Form. H. The Property is not "surplus property" pursuant to Section 54221 of the Government Code. The Authority believes that the Property will be useful in pursuing the public purpose activities of the City to construct a new ground water well and related water facilities to augment existing capacity and replace existing aging wells that no longer produce high quality water efficiently. I. The Authority is authorized to transfer the Property to the City pursuant to Health and Safety Code Section 34312.3(b). J. The respective staffs of the City and the Authority have reviewed the fair market value of the Property, and have concluded that the value of such Property is consistent with the purchase price as set forth to 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 July 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. 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 Property will be conveyed to City represents the appraised fair market value of the Property. Q. Proceeds from the sale will be used by the Authority solely for affordable housing development. R. All actions required by all applicable law with respect to the proposed Agreement have been taken in an appropriate and timely manner. S. 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 Property 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 Property 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 Property pursuant to the terms and conditions of the Agreement is not less than the fair market value of the Property. 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 Property, 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. ADOPTED this day of July, 2016. By: APPROVED AS TO FORM: Sonia R. Carvalho Authority Legal Counsel By: Aye, c G� Lisa Storck Assistant Legal Counsel AYES: AUTHORITY MEMBERS: NOES: AUTHORITY MEMBERS: ABSTAIN: AUTHORITY MEMBERS: Miguel A. Pulido, Chair 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 Housing Authority of the City of Santa Ana on July , 2016. Date: Housing Authority Secretary FORM]