HomeMy WebLinkAboutFULL PACKET_09-06-2016HOUSING AUTHORITY
REGULAR MEETING AGENDA
SEPTEMBER 6, 2016
CITY COUNCIL CHAMBER
22 Civic Center Plaza
Santa Ana, California
5:45 p.m.
(Immediately following the City Council Closed Session Meeting)
Vicente Sarmiento
Vice -Chairperson- Ward 1
V Sanniento@santa-ana.org
Angelica Amezcua
Authority Member - Ward 3
AAmezcua@santa-ana.org
Roman A. Reyna
Authority Member- Ward
RRe_yn ga@santa-ana.org
Sonia R. Carvalho
Authority General Counsel
Miguel A. Pulido
Chairperson
Authority Member telephone: 714-647-6900
Agenda item inquiries: 714-647-6920
David Cavazos
CityManager
Michele Martinez
Authority Member- Ward
MMartinez(asanta-ana.org
P. David Benavides
Authority Member- Ward 4
DBenavides&santa-ana.org
Sal Tinajero
Authority Member - Ward 6
STinaiero@santa-ana.org
Maria D. Huizar
Recording Secretary
NOTE: Ifyou need special assistance to participate in this Council meeting, please contact Michael Ortiz, City
ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time
to make reasonable arrangements for accessibility to this meeting.
[Americans with Disabilities Act, Title II, 28 CFR 35.102]
Basic Housing Authority Meeting Information
Five -Year Strategic Plan (2014.2019) Detailed information at: http://www.santa-ana.org/strategic-planning/
Vision, Mission and Guiding Principles - The City of Santa Ana is committed to achieving a shared vision for the organization and its
community. The vision, mission and guiding principles (values) are the result of a thoughtful and inclusive process designed to set the
City and organization on a course that meets the challenges of today and tomorrow.
Vision - The dynamic center of Orange County which is acclaimed for our: -investment in youth -Safe and healthy community
-Neighborhood pride -Thriving economic climate -Enriched and diverse culture -Quality government services
Mission - To deliver efficient public services in partnership with our community which ensures public safety, a prosperous economic
environment, opportunities for our youth, and a high quality of life for residents."
Guiding Principles
-Collaboration -Efficiency -Equity -Excellence -Fiscal Responsibility -Innovation -Transparency
Strategic Plan Goals/ObjectiveslStrategies:
Goal 1 - Community Safety
Goal 2 - Youth, Education, Recreation
Goal 3 - Economic Development
Goal 4 - City Financial Stability
Goal 5 - Community Health, Livability, Engagement & Sustainability
Goal 6 - Community Facilities & Infrastructure
Goal 7 - Team Santa Ana
Code of Ethics and Conduct - The people of the City of Santa Ana, at an election held on February 5, 2008, approved an amendment to
the City Charter which established the Code of Ethics and Conduct for elected officials and members of appointed boards,
commissions, and committees to assure public confidence. A copy of the City's Code can be found on the Clerk of the Council's
webpage. The following are the core values expressed: Integrity - Honesty Responsibility - Fairness - Accountability • Respect
Efficiency
Agenda Information - The agenda descriptions provide the public with a general summary of the items of business to be considered by the
Authority. The Authority is not limited in any way by the "Recommended Action" and may take any action which the Authority deems to
be appropriate on an agenda item. Except as otherwise provided by law, no action shall be taken on any item not listed on the agenda.
Public Comments/Public Input - Pursuant to Government Code Sec. 54954.3, the public may address the Housing Authority and any
other legislative body scheduled to meet on same day and time on any and all matters within the City of Santa Ana's jurisdiction.
At the discretion of the Chair, at the first Public Comment portion of the meeting, all comments may be considered jointly. The public
will be given the opportunity to speak on any and all matters contained on any of the Consent Calendar and Business Calendar items
and/or on issues of public interest within the jurisdiction of the City. For public hearings, members of the public shall be given three (3)
minutes for each duly noticed hearing (unless the matter is continued prior to taking public testimony). All requests to speak shall be
submitted in writing to the Clerk of the Council at the beginning of the meeting and before Public Comments begin. Speaker forms will
be available at the meeting.
REQUESTS TO SPEAK SHALL NOT BE ACCEPTED AFTER THE PUBLIC COMMENT SESSION BEGINS WITHOUT
PERMISSION OF THE CHAIR. When speaking, all persons addressing the Legislative Body shall follow the rules of decorum as
detailed on the back of the speaker form. The presiding officer shall have the power and responsibility to enforce decorum and order of
the meeting as set forth in Section 2-104(c) of the Santa Ana Municipal Code.
Consent Calendar - All matters listed under the Consent Calendar are considered to be routine by the Housing Authority and will be
enacted by one motion without discussion unless a member of the Authority "pulls" an item(s) from the consent calendar for a separate
vote.
Senate Bill 343 - As required by Senate Bill 343, any non -confidential writings or documents provided to a majority of the Housing Authority
members regarding any item on this agenda will be made available for public inspection in the Clerk of the Council Office during normal
business hours.
Agenda & Minutes - Staff reports and documents relating to each agenda item are on file in the Office of the Clerk of the Council and are
available for public inspection during regular business hours, 8:00 a.m. — 5:00 p.m., Monday through Thursday and alternate Fridays.
The Clerk's office is located in City Hall, 20 Civic Center Plaza, Room 809, Santa Ana, California, (714)647-6520. Authority meeting
agendas, staff reports, and Minutes are available the Friday before an Authority meeting at the following website address: www.santa-
ana.org
Televised Meeting Schedule - All regular meetings will be televised and available for viewing on the City's cable channel. Meetings held in
the Council Chamber or other designated locations which are televised live on CTV3 Time Warner Cable will be cablecast Mondays at
6:00 p.m., Tuesdays immediately following the meeting at 9:00 a.m., Wednesdays at 6:00 p.m., and Sundays at 1:00 p.m. Meetings
held in locations that do not have a live cable feed will be videotaped and shown on CTV3 the day after the meeting.
DVD copies of the meetings for loan will be available for public circulation at the Santa Ana Main Library the day after a meeting.
HOUSING AUTHORITY AGENDA 2 SEPTEMBER 6, 2016
CITY OF SANTA ANA
HOUSING AUTHORITY REGULAR MEETING
SEPTEMBER 6, 2016
CALL TO ORDER CHAIRPERSON PULIDO
HOUSING AUTHORITY BOARD MEMBERS
SARMIENTO, A MZCUA, BENAVIDES,
MARTINEZ, REYNA, TINAJERO
City Manager, Authority General Counsel, Recording
Secretary
PUBLIC COMMENT ON AGENDA ITEMS AND ITEMS OF PUBLIC INTEREST
(Refer to page 2 "Public Input" for description.)
CONSENT CALENDAR
RECOMMENDED ACTION: Approve staff recommendation on Consent Calendar
Items: 1 through 2.
REGULAR MEETING MINUTES OF AUGUST 2, 2016 {STRATEGIC PLAN NO. 5,
1)
RECOMMENDED ACTION. Approve Minutes.
2. EXCUSED ABSENCES
RECOMMENDED ACTION. Excuse Housing Authority Members absent.
*** END OF CONSENT CALENDAR ***
BUSINESS CALENDAR
3. MEMORANDUM OF AGREEMENT FOR INTER JURISDICTIONAL MOBILITY
{STRATEGIC PLAN NO. 4, 11
RECOMMENDEDACTION.• Authorize the Executive Director to execute a
Memorandum of Agreement for Inter -Jurisdictional Mobility with the Orange
County Housing Authority and Anaheim Housing Authority effective October 1,
2016 through August 31, 2021, subject to non -substantive changes approved by the
Executive Director and the Housing Authority General Counsel.
HOUSING AUTHORITY AGENDA 3 SEPTEMBER 6, 2016
4. PUBLIC HEARING - AGREEMENT FOR SALE OF REAL PROPERTY AND
ESCROW INSTRUCITONS FOR 542 E. CENTRAL AVENUE (APN # 016-082-48)
{STRATEGIC PLAN NO. 5, 31
Legal Notice published in the Orange County Reporter on August 26, 2016 and September
2, 2016.
RECOMMENDED 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 of
the City of Santa Ana and Our Lady of Guadalupe Church (Delhi) for sale of
property located at 542 E. Central Avenue (APN # 016-082-48), 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 sale of real
property, by and between the Housing Authority of the City of Santa Ana and
our Lady of Guadalupe Church (Delhi), located at 542 E. Central Avenue (APN
# 016-082-48) in the amount of $270,000 plus closing costs and escrow fees,
subject to non -substantive changes approved by the Executive Director and the
Authority General Counsel.
***END OF BUSINESS CALENDAR***
COMMENTS
5. HOUSING AUTHORITY MEMBER COMMENTS
AT THIS TIME Housing Authority members may comment on non -agenda matters and
ask questions of or give directions to staff. NO action may be taken on non -agenda items
unless authorized bylaw.
ADJOURNMENT
HOUSING AUTHORITY AGENDA 4 SEPTEMBER 6, 2016
MINUTES OF THE REGULAR MEETING
OF THE HOUSING AUTHORITY MEETING
SANTA ANA, CALIFORNIA
CALLED TO ORDER
ATTENDANCE
PUBLIC COMMENTS - None
AUGUST 2, 2016
COUNCIL CHAMBER
22 CIVIC CENTER PLAZA
8:04 P.M.
AUTHORITY MEMBERS Present:
MIGUEL PULIDO, Chair
P. DAVID BENAVIDES
MICHELE MARTINEZ
ROMAN REYNA
SAL TINAJERO
AUTHORITY MEMBERS Absent:
VICENTE SARMIENTO, Chair Pro Tem
ANGELICA AMEZCUA
STAFF Present:
DAVID CAVAZOS, City Manager
LAURA ROSSINI, Senior Assistant City Attorney
MARIA D. HUIZAR, Authority Secretary
CONSENT CALENDAR ITEMS
MOTION: Approve staff recommendation on Consent Calendar Items 1 and 2.
MOTION: Reyna SECOND: Tinajero
VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5)
NOES: None (0)
ABSTAIN: None (0)
ABSENT: Amezcua, Sarmiento (2)
HOUSING AUTHORITY MINUTES 1 AUGUST 2, 2016
1. REGULAR MEETING MINUTES OF JULY 5, 2016 {STRATEGIC PLAN NO. 5, 11
MOTION: Approve Minutes.
2. EXCUSED ABSENCES {STRATEGIC PLAN NO. 5, 1}
MOTION: Excuse the absence of Vice Chair Sarmiento and Agency
Member Amezcua.
3. QUARTERLY REPORT FOR HOUSING CHOICE VOUCHER PROGRAM APRIL
2016 — JUNE 2016 {STRATEGIC PLAN NO. 5, 11
MOTION: Receive and File.
MOTION: Benavides SECOND: Tinajero
VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5)
NOES: None (0)
ABSTAIN: None (0)
ABSENT: Amezcua, Sarmiento (2)
*** END OF CONSENT CALENDAR ***
BUSINESS CALENDAR ITEMS
MOTION: Approve Agenda Items 4 through 7.
MOTION: Reyna SECOND: Tinajero
VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5)
NOES:
None (0)
ABSTAIN:
None (0)
ABSENT:
Amezcua, Sarmiento (2)
4. AGREEMENT WITH IRON MOUNTAIN FOR OFFSITE STORAGE OF HOUSING
CHOICE VOUCHER PROGRAM RECORDS {STRATEGIC PLAN NO. 4, 11
HOUSING AUTHORITY MINUTES 2 AUGUST 2, 2016
MOTION: Authorize the Executive Director to execute an agreement with
Iron Mountain to provide offsite storage of Housing Choice Voucher Program
records in an amount not to exceed $60,000, for a three-year term beginning
August 2, 2016 through July 31, 2019, subject to non -substantive changes
approved by the Executive Director and the Housing Authority General
Counsel.
5. AGREEMENT WITH STERLING BACKCHECK INC. FOR CRIMINAL
BACKGROUND CHECKS {STRATEGIC PLAN NO. 4, 11
MOTION: Authorize the Executive Director to execute an agreement with
Sterling Backcheck Inc. to conduct criminal background checks for the
Housing Choice Voucher Program in an amount not to exceed $75,000, for a
three-year term beginning August 2, 2016 through July 31, 2019, subject to
non -substantive changes approved by the Executive Director and the
Housing Authority General Counsel.
6. AMENDMENT TO AGREEMENT WITH YARDI SYSTEMS, INC. {STRATEGIC
PLAN NO. 4, 11
MOTION: Authorize the Executive Director to execute an amendment to
the agreement with Yardi Systems, Inc. to extend the term beginning
September 1, 2016 through September 30, 2017 and increase the
compensation by an additional $60,000, for a total amount not to exceed
$120,000, subject to non -substantive changes approved by the Executive
Director and the Housing Authority General Counsel.
7. APPLICATION FOR PROJECT -BASED VOUCHERS FOR HOMELESS
VETERANS {STRATEGIC PLAN NO. 5, 3C}
MOTION: Authorize the Executive Director of the Housing Authority or
designee to submit an application for seventy-five project -based vouchers
for homeless veterans in response to a Notice of Set -Aside Funding
Availability issued by the Housing and Urban Development Department.
COMMENTS
8. HOUSING AUTHORITY MEMBER COMMENTS — None
ADJOURNMENT - 8:06 P.M.
Maria D. Huizar,
Recording Secretary
HOUSING AUTHORITY MINUTES 3 AUGUST 2, 2016
This page left blank intentionally.
REQUEST FOR HOUSING
AUTHORITY ACTION
MEETING DATE:
SEPTEMBER 6, 2016
TITLE:
MEMORANDUM OF AGREEMENT FOR
INTER -JURISDICTIONAL MOBILITY
{STRATEGIC PLAN NO. 4, 1}
EXEC TIVE DIRECTOR``
RECOMMENDED ACTION
RECORDING SECRETARY USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
CONTINUED TO
Authorize the Executive Director to execute a Memorandum of Agreement for Inter -Jurisdictional
Mobility with the Orange County Housing Authority and Anaheim Housing Authority effective
October 1, 2016 through August 31, 2021, subject to non -substantive changes approved by the
Executive Director and the Housing Authority General Counsel.
DISCUSSION
Under the federal regulations for the Housing Choice Voucher Program, a family that has been
issued a voucher by the Housing Authority of the City of Santa Ana (SAHA) has the right to use
their voucher to lease a unit anywhere in the United States as long as the unit is located within
the jurisdiction of a Public Housing Authority (PHA) administering a Housing Choice Voucher
Program. The process by which a family obtains a voucher from one PHA and uses it to lease a
unit in the jurisdiction of another PHA is known as portability. Currently, 930 families are
exercising that right and reside outside of SAHA's jurisdiction. Their rental assistance is
administered by the Garden Grove Housing Authority and Orange County Housing Authority who
bill SAHA each month for their vouchers. SAHA has no authority to deny a family their right to
port -out of our jurisdiction or to ask another housing authority to absorb those families.
SAHA is seeking approval to enter into a Memorandum of Agreement (MOA) with the Orange
County Housing Authority (OCHA) and Anaheim Housing Authority (AHA) to enhance our
services and save time for families who are moving between our housing authorities. This MOA is
intended to simplify, facilitate, and improve inter -jurisdictional administration of the Housing
Choice Voucher Program in Orange County by eliminating often cumbersome procedures that
would otherwise be necessary under Portability requirements. Currently when a family requests
to exercise their right to port -out to OCHA or AHA's jurisdiction, the process can take an
additional 30 — 45 calendar days because the Receiving PHA must collect new documentation
and issue a new voucher to the family. Under this MOA, when a family exercises their right to
port -out, SAHA would only need to request an inspection of the assisted -unit requested by the
3-1
Memorandum of Agreement for Inter -Jurisdictional Mobility
September 6, 2016
Page 2
family from the PHA who has jurisdiction over the unit and the family's assistance would continue
to be administered by SAHA. This MOA will reduce the time it takes for families to move between
housing authority jurisdictions in Orange County and allow SAHA, OCHA, and AHA to more
efficiently administer our housing assistance.
OCHA, AHA, and the Garden Grove Housing Authority have had an agreement in place for over
ten year years and they intend to renew their existing five-year agreement. Prior to 2009, SAHA
was a party to the agreement. This agreement between housing authorities in Orange County
has proven to be successful and cost effective. In addition to the administrative benefits of joining
this agreement, SAHA would also retain 100 percent of the Administrative Fee for a family's
voucher outside of our jurisdiction in -lieu of paying 80 percent of the Administrative Fee to a
Receiving PHA that is billing SAHA for the administration of the family's voucher. SAHA currently
disburses approximately $375,000 per year in Administrative Fees for port -out vouchers being
administered by OCHA, AHA the Garden Grove Housing Authority and other housing authorities
nationwide, with the majority in Orange County. If SAHA decides not to be a party to this
agreement, voucher assisted -families will still exercise their right to portability under the federal
regulations for the Housing Choice Voucher Program.
The MOA (Exhibit 1) outlines the definitions and terms of the agreement. Contingent on approval
of this action by the City Council and Housing Authority, the MOA will be recommended to the
Orange County Board of Supervisors for consideration.
STRATEGIC PLAN ALIGNMENT
Approval of this item assists the City in meeting Goal #4 - Fiscal Sustainability, Objective #1
(Maintain a stable, efficient and transparent financial environment).
FISCAL IMPACT
There is no fiscal impact associated with this action.
Jud96'h_ Brown
Housing Division Manager
Community Development Agency
JB/MZ
Exhibit: 1. Memorandum of Agreement
3-2
MEMORANDUM OFAGREEMENT
INTER -JURISDICTIONAL MOBILITY
Among
ORANGE COUNTY HOUSING AUTHORITY
Division of OC Community Services
And
ANAHEIM HOUSING AUTHORITY
And
GARDEN GROVE HOUSING AUTHORITY
And
SANTA ANA HOUSING AUTHORITY
This Memorandum of Agreement, hereinafter referred to as "MOA," entered into on October 1, 2016, is by
and among the Public Housing Agencies (PHAs) of the Cities of Anaheim, Garden Grove, Santa Ana and
the County of Orange, a political subdivision of the State of California. Each of the Cities and the County of
Orange are authorized as a PHA by the State of California to operate within their respective cities and to
foster inter -jurisdictional Mobility in the administration of the Department of Housing and Urban Development
(HUD) Housing Choice Voucher (HCV) Program, referred to as "PARTY," or collectively as "PARTIES."
RECITALS
WHEREAS, the Housing Choice Voucher (HCV) Program, established pursuant to the provisions of
Section 8 of the U.S. Housing Act of 1937, as amended (42 CFR U.S.C. 1437 f) authorizes the payment of
rental subsidies to a private owner of housing units on behalf of eligible families who enter into a lease
agreement for an eligible unit.
WHEREAS, the authority to enter into this MOA is contained in the following applicable federal
regulations for the Housing Choice Voucher (HCV) Program 24 CFR Part 982. These regulations address
Portability and related procedures and emphasize that PHAs must provide families with the broadest choice
regarding the location of units, both within and outside their respective jurisdictions.
WHEREAS, the PHAs entering into this MOA are public housing agencies located and duly authorized
to operate in the State of California.
WHEREAS, each PHA entering into this MDA has also entered into an Annual Contributions Contract
(ACC) with HUD. Each PHA is also authorized to administer the Housing Choice Voucher (HCV) Program
within its respective jurisdiction.
WHEREAS, the four jurisdictions covered by the PHAs entering into this MOA are located within the
geographic boundaries of the County of Orange. These PHAs desire to execute this MOA to promote
mobility and freedom of choice for low-income families seeking housing assistance under the Housing
Choice Voucher (HCV) Program. This MOA is also intended to simplify, facilitate and improve inter -
jurisdictional administration of the Housing Choice Voucher (HCV) Program by eliminating often
cumbersome procedures that would otherwise be necessary under Portability requirements
Page 1 of 12
3-3
NOW THEREFORE, the Parties mutually agree as follows:
DEFINITION OF TERMS
For the purposes of this MEMORANDUM OF AGREEMENT, the following definitions shall apply:
A. The term "Administrative Plan" is defined as the plan that describes PHA policies for the administration
of the Housing Choice Voucher (HCV) Program.
B. The term "Annual Contributions Contract" (ACC) shall mean a written agreement between HUD and
a PHA to provide annual contributions for the purpose of providing Housing Assistance Payments (HAP)
and other expenses pursuant to the Housing Choice Voucher (MCV) Program.
C. The term "Host Jurisdiction" shall mean the jurisdiction of a PHA in Orange County where the Issuing
PHA is not otherwise authorized to administer its Housing Choice Voucher Program, but to which an
eligible family wishes to move and use a Voucher issued by the Issuing PHA.
D. The term "Housing Quality Standards" (HQS) shall mean the minimum dwelling unit standards
required to protect the health and safety of tenants.
E. The term "HUD Portability Procedures" shall mean the procedures required by federal regulations
governing the use of Vouchers in a jurisdiction of another PHA in the absence of a voluntary MOA
between or among these agencies.
F. The term "Inspection" shall mean examination of a rental unit for compliance with HQS.
G. The term "Issuing PHA" shall mean a PHA that issued a Voucher to a family participating in the Housing
Choice Voucher (HCV) Program in Orange County, California that wishes to move to another PHA's
jurisdiction within Orange County (Host PHA).
H. The term "Jurisdiction" shall mean the geographical area in which a PHA has authority under state and
local law to administer the Housing Choice Voucher (HCV) Program,
1. The term "Mobility" is distinct from Portability and shall mean the movement of Housing Choice
Voucher Holders among the four PHAs within the geographic boundaries of the County of Orange,
California, the details of which are outlined in this MOA.
J. The term "Portability" shall mean a Voucher recipient's right to move from one PHA's jurisdiction to
another PHA'sjurisdiction within the United States and associated territories.
K. The term "Quality Control Inspection" shall mean a follow-up inspection for the purpose of confirming HQS were
met at time of original, "passed" inspection.
L. The term "Voucher(s)" shall mean a HUD Housing Choice Voucher.
The parties to this MOA hereby find and declare that the above Recitals and Definitions of Terms are true and
correct, and incorporated herein by this reference.
Page 2 of 12
3-4
AGREEMENT
In consideration of the mutual advantages to be derived from this MOA, the PHAs entering into this MOA
agree to the following provisions:
f. Inter -jurisdictional ProciramAdministration
A. With the exception of portability and mobility between the Santa Ana and Garden Grove housing authorities,
the PHAs entering into this MOA hereby authorize each of the other PHAs entering into this MOA to
administer the Housing Choice Voucher (HCV) Program within the Host PHA's jurisdictional boundaries,
subject to the terms of this MOA.
B. The PHAs entering into this MOA will cooperate with one another to the maximum extent possible,
Including the sharing and exchanging of information which may be necessary for the effective
implementation of this MOA.
C. It is often difficult to estimate the administrative costs incurred by both the Issuing and Host PHA in
order to conform to federal regulations. Therefore, the flat fees the PHAs have agreed to in this MOA
are considered reasonable estimates for the performance of services required. Pursuant to this MOA,
the Issuing PHA shall retain " 100% of its administrative fees under the Housing Choice Voucher (HCV)
Program, and noadministrative fee shall be owed tothe Host PHAwhenever afamily leases a unitwithin
the Host PHA's jurisdiction.
II. PHA Administrative Plans- General Rule
The Parties recognize that their respective Administrative Plans may not be identical in all respects and
therefore, the Parties agree that, except as set forth in this MOA, the Administrative Plan of the Issuing PHA
shall govern administration of a Voucher issued by that PHA, regardless of the PHA jurisdiction in which it
is used, The exceptions to this general rule include the following: Payment Standards, Utility Allowances,
Rent Reasonableness Standards, and Housing Quality Standards -as referenced in Section III, Paragraphs B.,
C., and D, below.
III. Rules Regarding Payment Standards Utility Allowances Rent Reasonableness Standards, and
Housing Quality Standards (HQS)
A. General Provisions
It is hereby agreed that whenever a Voucher issued by an Issuing PHA is to be used in another
PHA's jurisdiction, the standards of the Host PHA's Payment Standards, Utility
Page 3 of 12
3-5
Allowances, Rent Reasonableness Standards, and Housing Quality Standards will apply.
Documentation completed by the Host PHA will verify that standards have been met and complywith
HUD requirements.
B. Payment Standards and UtiIityAllowances
The PHAs entering into this MOA shall exercise due diligence in adopting Payment Standards and
Utility Allowances that reflect the current real estate market.
C. Rent Reasonableness Standards
A Host PHA shall be required to provide a Rent Reasonableness Certification ("RRC') to the Issuing
PHA at the time the HQS inspection request is returned. The Host PHA, in issuing such information,
certifies that it has conducted a diligent analysis of prevailing rents in their jurisdiction. By accepting the
RRC, the Issuing PHA is not responsible and shall not be held liable for any errors or omissions on the
part of the Host PHA.
D. Housing Quality Standards (HQS) Inspections
1. The PHAs entering into this MOA shall maintain HQS equal to or exceeding those required by
HUD.
2. When the Host PHA uses standards that exceed or are more stringent than the minimum standards
required by HUD, such standards shall apply for all housing inspections performed by the Host PHA
pursuant to this MOA.
3. The Host PHA is responsible for the completion of HQS inspection requests from an Issuing
PHA. This includes:
a. Initial Inspections
In order to assist an eligible family expeditiously, upon receipt of the inspection request
from an Issuing PWA, the Host PHA will complete the HQS inspection, including all
related documentation, within fifteen (15) calendar days of the date that the Host PHA confirms
with the owner that the unit is ready for inspection. The Host PHA will bill the Issuing PHA a
fee for this service, as per the agreement detailed in Exhibit I of this MOA entitled Fee
Schedule.
b. Annual Inspections
Requests for an annual HQS inspection to the Host PHA will be completed within sixty (60)
calendar days of the date the request was received. The Host PHA will be responsible for the
scheduling and performance of an annual HQS inspection request. The Host PHA will bill the
Issuing PHA a fee for this service, as per the agreement detailed in Attachment I of this MOA
entitled Fee Schedule.
Page 4 of 12
3-6
c. Special Inspections
Upon receipt of a request from the Issuing PHA for a special HQS inspection to address non-
life threatening matters the Host PHA will schedule and complete the special inspection within
fifteen (15) calendar days of the date that the Host PHA has confirmed receipt of the request.
For life-threatening emergencies, the PHAs will work together to inspect as quickly as feasible.
The Issuing PHA may request that one of their staff be present at these special inspections.
The Host PHA will bill the Issuing PHA a fee for this service, as per the agreement detailed in
Exhibit I of this MOA entitled Fee Schedule.
d. Suspected Fraud Inspections
The Issuing PWA, after written notification to the Host PHA, will be permitted to conduct
such inspections as deemed necessary in accordance with its own established policies and
procedures.
e. Quality Control Inspections and Monitoring
To ensure compliance with HUD HQS standards, each Issuing PHA will select a random sample
of inspections performed and "passed" by the Host PHA within the previous sixty (60) days. The
Issuing PHA will then submit a request to the Host PHA for performance of quality control
inspection of the sample. The Host PHA will complete the monitoring no more than thirty (30)
days from the date of the Issuing PHA's request. For assisted units in the Host PHA's jurisdiction,
the quantity of quality control inspections to be performed by the Host PHA are as follows:
• 5 inspections for 100 assisted units, plus 1 for each additional 25 units
• 10 inspections for 200 assisted units, plus 1 for each additional 25 units
• 15 inspections for 300 assisted units
• 1 additional inspection for every additional 100 units above 300
The Host PHA will bill the Issuing PHA a fee for this service, as per the agreement detailed in
Exhibit I of this MOA entitled Fee Schedule.
IV. Exchange of Records and Documents
A. In order to ensure timely transactions between the PHAs entering into this MOA, a system will be
employed to electronically deliver relevant information and documentation required to carry out the
operations outlined in this MOA. Delivery will occur between the PHAs entering into this Agreement not
less than once per week, as necessary, and as agreed upon. More frequent delivery service may occur
upon arrangement by all PHAs entering into this MOA.
B. Payment, not to exceed $12,000/year, for said s e rvices will be borne by each participating PHA on
a yearly, rotating basis, effective January 1 of each year and ending December 31 of that year.
Page 5 of 12
3-7
C. In the event that alternative technology or resources becomes available that is more cost- effective or
efficient than the existing service in exchanging records and documents, the use of the existing service
may be modified by mutual agreement of the PHAs.
V. Performance
The PHAs entering into this MOA will retain sufficient resources to meet the anticipated workload that
may be generated as a result of this MOA. Should an unanticipated event or emergency occur that
has an impact upon the Host PHA's ability to complete an inspection within the performance criteria
set forth in this MOA, the Host PHA will notify the Issuing PHA, The Issuing PHA will determine which of
the following options is to be taken: (1) Performing the inspection themselves, or; (2) Extending the
timeframe that the Host PHA has to complete the inspection, based upon a mutually agreeable period
by each respective PHA.
VI. Agreement Limitations
This MOA is intended solely for the purpose of administering the Housing Choice Voucher (HCV)
Program, and no other programs administered by the PHAs entering into this MOA. This MOA will not
conflict with, nor prejudice, any federal regulations governing Portability procedures under the Housing
Choice Voucher (HCV) Program as they relate to any other PHAs who are not a party to this MOA.
VII. Yearly Exchange of F=iles
On an annual basis, each PHA entering into this MOA has the option of undertaking the necessary
procedures to exchange with the appropriate Issuing PHA the administration of an agreed-upon
number of Vouchers administered by any other PHA covered in this MOA, It is emphasized that this
yearly exchange of files/assisted tenants is optional, and dependent upon a mutual agreement between
the respective PHAs in this MOA. If agreed upon, such yearly exchanges will occur when mutually
convenient and shall represent a one -for -ane exchange when feasible. PHAs will also insure that there
is uniformity regarding documentation, including owner tax identification of any such files exchanged.
VIII. Termination of Participation
A It is hereby agreed that a PHA may terminate its participation in this MOA at any time after
submitting a written notice to all the PHAs that have entered into this MOA. Such notice will occur no
later than ninety (90) calendar days prior to taking such action. The termination of participation in this
MOA by any PHA shall not result in the termination of the entire MOA, and the MOA shall continue
among or between the remaining PHAs covered by this MOA.
Page 6 of 12
B. If a PHA decides to terminate its participation in this MOA, on the date of termination the PHA will be
subject thereafter to HUD Portability Procedures. Such PHA shall take the necessary steps to
implement the HUD Portability Procedures for such Vouchers, and within a reasonable time, not to exceed
ninety (90) calendar days, after notification to the other PHAs of the intent to terminate participation.
IX. Term of_Agreement
This MOAterminates August 31, 2021. However, any of the PHAs participating in this MOA may elect to
terminate participation in this MOA under the provisions of VIII. A above.
Page 7 of 12
3-9
NOW THEREFORE, as the governing board of each of the PHAs has duly authorized, and in witness of the foregoing,
the PHAs hereby execute this MOA.
AGREEMENT
INTERJURISDICTIONAL ADMINISTRATION
Of Housing Choice Voucher (NCV) Program
ORANGE COUNTY HOUSING AUTHORITY
Concur:
Julia Bidwell, Interim Director Date
Approved as to Form:
Office of the County Counsel
Orange County, California
Deputy Date
Page 8 of 12
3-10
ANAHEIM HOUSING AUTHORITY
Concur:
Approved as to Form:
Assistant City Attorney
ATTEST:
By:
City Clerk
AGREEMENT
INTERJURISDICTIONAI_ ADMINISTRATION
Of Housing Choice Voucher (HCV) Program
, Director Date
Page 9 of 12
3-11
Date
AGREEMENT
INTERJURISDICTIONAL ADMINISTRATION
Of Housing Choice Voucher (HCV) Program
GARDEN GROVE HOUSING AUTHORITY
Concur:
Approved as to Form:
City Attorney
, Director Date
Page 10 of 12
3-12
Date
AGREEMENT
INTERJURISDICTIONAL ADMINISTRATION
SANTA ANA HOUSING AUTHORITY
Concur:
, Director
Approved as to Form:
SONIA R. CARVALHO
Auth * Co nsel
3
Rya Hod e
Assiptpnt Aut Nority Counsel
Of Housing Choice Voucher (HCV) Program
Page 11 of 12
3-13
Date
Dat
AGREEMENT
INTERJURISDICTIONAL ADMINISTRATION
Of Housing Choice Voucher (HCV) Program
ATTACHMENT I
FEE SCHEDULE
The fees set forth under this schedule regard specific activities covered under this Agreement. The following fees
may be amended at any time by mutual agreement of all participating PHAs. Such agreement may be evidenced
by the written concurrence of the Executive Directors of the PHAs entering into this Agreement.
1. The Host PHA shall be reimbursed the sum of one hundred and fifty dollars ($150.00) for each
inspection requested by the Issuing PHA, including one (1) follow-up re -inspection, if needed.
2. In the event an additional re -inspection is required, the Host PHA shall be reimbursed the sum of
seventy-five dollars ($75.00) for each such additional re -inspection requested by the Issuing PHA.
3. The Host PHA may be further reimbursed for any additional expenses as may be mutually agreed
upon between PHAs for services requested by the Issuing PHA that may not be covered by these
inspections.
Expenses for the services above will be billed to the Issuing PHA and shall be paid to the Host PHA within 45
days of the date billed.
Page 12 of 12
3-14
REQUEST FOR HOUSING
AUTHORITY ACTION
MEETING DATE:
SEPTEMBER 6, 2016
TITLE:
PUBLIC HEARING — AGREEMENT FOR
SALE OF REAL PROPERTY AND
ESCROW INSTRUCTIONS
FOR 542 E. CENTRAL AVENUE
(APN # 016-082-48)
(STRATEGIC PLAN NO. 5, 3)
EXE . TIVE DI OR
RECOMMENDED ACTIONS
RECORDING SECRETARY USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
CONTINUED TO
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 of the City of Santa Ana and Our Lady of
Guadalupe Church (Delhi) for the sale of property located at 542 E. Central Avenue (APN #
016-082-48), 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 sale of real property, by and between
the Housing Authority of the City of Santa Ana and Our Lady of Guadalupe Church (Delhi),
located at 542 E. Central Avenue (APN # 016-082-48) in the amount of $270,000 plus
closing costs and escrow fees, subject to non -substantive changes approved by the
Executive Director and the Authority General Counsel.
DISCUSSION
In July 2015, the City was presented a proposal by Our Lady of Guadalupe Church regarding a
Housing Authority -owned parcel located at 542 E. Central Avenue (Exhibit 1). The Church
provided staff with information on an expansion plan for their church in order to accommodate
their growing congregation. In order to expand the existing church building, the rectory and church
offices would need to be demolished and moved off-site to another location. The Church identified
542 E. Central Avenue as a potential site for the new rectory and church offices as it is directly
across from the existing church. The church presented a proposal to purchase the site in order to
expand their operations.
GM
PH — Agreement and Escrow Instructions for Sale
of Real Property at 542 E. Central Avenue
September 6, 2016
Page 2
At that time, staff informed the Church that due to the property being purchased with the former
Community Redevelopment Agency's Low and Moderate Income Housing Funds, the property
must be used for affordable housing development or be sold at market value with the proceeds
used for the development of affordable housing only.
In February 2016, the Church made an offer to the Authority for the market value of 542 E.
Central Avenue. Since receiving the offer, the Authority requested an appraisal for the market
value of the land. The appraisal determined the market value to be $270,000. The Church agreed
to purchase the land under the Authority's condition that the parcel does not remain vacant or be
used for parking. By allowing the sale of the property, the Church will be able to expand to
accommodate its growing congregation as well as enable the Authority to meets its deadline with
the State of California for disposing of Housing Authority -owned property.
The property (APN # 016-082-48) was transferred to the Housing Authority of the City of Santa
Ana, acting as the Housing Successor Agency to the former Redevelopment Agency of the City of
Santa Ana, 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 market
value with minimal transaction costs, unlike other privately owned parcels. The proceeds from the
sale are to be used solely for affordable housing development. Prior to the Redevelopment
Agency owning the property, the Church owned the property.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability,
Engagement and Sustainability, Objective #3, (facilitate diverse housing opportunities and support
efforts to preserve and improve the livability of Santa Ana neighborhoods).
FISCAL IMPACT
Proceeds from the sale will be received into the Housing Authority's Sale of Land Fund (Account
No. 60718002-57071). All proceeds will be used solely for affordable housing development.
Judson Brown
Housing Division Manager
Community Development Agency
JB/NV/II
Exhibits: 1. Location Map
2. Purchase and Sale Agreement and Joint Escrow Instructions
3. Resolution of the Housing Authority
4. Proposed Sale Summary
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EXHIBIT 2
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
SELLER: Housing Authority of the City of Santa Ana
BUYER: Our Lady of Guadalupe Church (Delhi)
DATED: September 6, 2016
PROPERTY: 542 East Central Avenue, Santa Ana
4-5
BASIC TERMS
Buyer: Our Lady of Guadalupe Church (Delhi)
Buyer's Address: Our Lady of Guadalupe Church (Delhi)
Attention:
Tel. �) -
Fax: O -
Closing Date (or Closing) Estimated to occur by , 201_, 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: 201
Purchase Price: Two Hundred and Seventy Thousand Dollars ($270,000.00).
Real Property: That property described in Exhibit A hereto: 542 E. Central Avenue,
Santa Ana, consisting of approximately .24 acres, APN 016-082-48.
Seller: Housing Authority of the City of Santa Ana
Seller's Address: 20 Civic Center Plaza
Santa Ana, California 92701
Attention:
Tel. () -
Fax: () -
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.
ME
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"). A portion of the Real Property
contains a surface parking lot, while the remainder of 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 herein. Buyer has considered the offer by Seller and agrees to buy
from Seller the Real Property, as more specifically described below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Buyer agree as follows:
1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and
Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth
in this Agreement. The term Real Property is defined collectively as the 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 Property; and
(d) All of Seller's interest under contracts, leases, and other agreements
associated with the Real Property, subject to a power of termination as set forth in the Deed.
2. Payment of Consideration. As consideration for the sale of the Real Property from
Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price 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
4-7
mutually acceptable to Buyer and Seller. Buyer and Seller shall use their best efforts to cause the
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.
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
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 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 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 Right of Entry. From and after the Effective Date through the earlier to
occur of the termination of this Agreement or the Closing, Buyer and Buyer's employees, agents,
consultants and contractors shall have the right to enter upon the Real Property during normal
business hours, provided reasonable prior notice has been given to Seller.
(a) Investigation of the Real Property. In addition to the foregoing, the Buyer
shall have the right, at its sole cost and expense, prior to the Contingency Date, to engage its own
environmental consultant (the `Environmental Consultant") to make such investigations as Buyer
deems necessary or appropriate, including any "Phase 1" or "Phase 2" investigations of the Real
Property. If, based upon such evaluation, inspections, tests or investigation, Buyer determines that
it, in its discretion, does not wish to proceed with purchase of the Real Property based upon the
condition of the Real Property, Buyer may cancel this Agreement by giving written notice of
termination to Seller on or before the Contingency Date which specifically 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 PropertX. 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 (Carpenter -Presley -Tanner Hazardous Substance
Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste"
under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95
(Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous
substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7
(Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii)
polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely
hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4,
Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water
Act (33 U.S.C. §1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as
"hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §6901 et seq.
6. Buyer's Conditions Precedent and Termination Right.
(a) Conditions Precedent. The Closing and Buyer's obligation to consummate
the transaction contemplated by this Agreement are subject to the timely satisfaction or written
waiver of the following conditions precedent (collectively, "Buyer's Contingencies"), which are for
Buyer's benefit only.
(i) Title Review. Within ten (10) calendar days after the Date of
Agreement, Seller shall cause the Title Company to deliver to Buyer a preliminary title report (the
"Report") describing the title to the Real Property, together with copies of the plotted easements and
the exceptions (the "Exceptions") set forth in the Report; provided that the cost of the Report shall
be borne by Seller. Seller acknowledges that the Report shall include an endorsement against the
effect of any mechanics' liens; Seller will provide such indemnity or other assurances as necessary
to induce the Title Company to provide such endorsement. On or 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.
4-10
(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) 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
4-11
endorsement (at Seller's expense) reasonably satisfactory to Buyer concerning such Exception. If
Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure
other matters) within such five (5) business day period, Buyer shall have three (3) business days
after the expiration of such five (5) business day period to give Seller written notice that Buyer
elects to proceed with the purchase of the Real Property subject to the disapproved Title
Document(s), it being understood that Buyer shall have no further recourse against Seller for such
disapproved Title Exception(s).
7. Seller's Conditions Precedent and Termination Right. The Closing and Seller's
obligations with respect to the transaction contemplated by this Agreement are subject to the timely
satisfaction or written waiver of the following 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 PolicX. 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 and Restrictive Covenants, as detailed in
section 14 below, 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 1103 of the California Civil Code (the "Natural
Hazard Report") on or before the Contingency Date.
4-12
(iv) Possession of Real Property. Possession of the Real Property free of
any tenancies or occupancy.
(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) Authority. Such proof of Buyer's authority and authorization to enter into
this Agreement and to consummate the transaction contemplated hereby as may be reasonably
requested by Seller or the Title Company.
(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
4-13
request that Escrow perform on its behalf (which foregoing items collectively constitute "Seller's
Costs and Debited Amounts").
(b) Buyer's Costs. If the transaction contemplated by this Agreement is
consummated, then Buyer shall bear the following costs and expenses: (i) 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. Prorations; Withholding.
(a) All revenues (if any) and expenses relating to the Real Property (including,
but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and
refuse collection charges) shall be prorated as of the Closing Date; provided that all 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 20th
day of the month following the month title to the Real Property is transferred to Buyer (as evidenced
by the recording of the Deed), Title Company shall remit such funds withheld from the Purchase
Price, together with one (1) copy of California Form 593 to the California Franchise Tax Board on
behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax
Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code,
4-14
together with such other documents required by the Tax Code (including, without limitation,
California Form 593), to the California Franchise Tax Board.
12. Closing Procedure. When the Title Company is ready to issue the Buyer's Title
Policy and all required documents and funds have been deposited with 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
4-15
which is material and is being relied upon by Buyer (and the truth and accuracy of which shall
constitute a condition precedent to Buyer's obligations hereunder), and all of which are material
inducements to Buyer to enter into this Agreement (and but for which Buyer would not have 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 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, 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 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 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
4-16
use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or
the Real Property after the Closing. There are no oral contracts or other oral agreements for
services, supplies or materials, affecting the use, operation, maintenance or 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 Property or portion thereof.
(b) Subsequent Changes to Seller's Representations and Warranties. If, prior to
the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item,
fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect
or untrue in any respect (collectively, the "Seller Representation Matter"), then the party who has
learned, discovered or become aware of such Representation Matter shall promptly give written
notice thereof to the other party and Seller's representations and warranties shall be automatically
limited to account for the Representation Matter. Buyer shall have the right to approve or
disapprove any such change and to terminate this Agreement by written notice to 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 terms of this
4-17
Agreement and the documents and instruments referenced herein conflict with or result in the
material breach of any terms, conditions or provisions of, or constitute a default under, any bond,
note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan,
partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which
any 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. Grant Deed Restrictions. As a condition of the sale of the Property, Buyer shall
obtain all final approvals, including, without limitation, the building permit and all related municipal
approvals (the "Approvals") necessary for developing the Property and constructing thereon,
pursuant to a site plan which is acceptable to Seller, a building or buildings, together with related
site improvements (the "Intended Improvements") appropriate for the operation of a rectory, office,
or related accessory church facility (the "Intended Use"). Under no circumstances shall the Property
remain unimproved or be used as a parking lot for any amount of time reasonably longer than is
necessary to obtain the Approvals and construct the Intended Improvements for the Intended Use of
the Property. In the event Buyer has not obtained, or is unable to obtain, the Approvals and has not
constructed the Intended Improvements for the Intended Use of the Property within two (2) years
following the filing of the Grant Deed, Seller shall have the right to take any action available at law
to enforce this Restriction, but any failure to promptly enforce the Restriction shall not be deemed a
waiver of the violation or the Restriction.
15. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price
represents a fair value price for the Real Property.
16. General Provisions.
(a) Condemnation. If any material portion of the Real Property shall be taken or
appropriated by a public or quasi -public authority exercising the power of eminent domain, Buyer
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
ow
changed address of which no Notice in accordance with this Section was given shall be deemed to
constitute receipt of such Notice. The providing of copies of Notices to the parties' respective
counsels is for information only, is not required for valid Notice and does not alone constitute
Notice hereunder.
(c) Waiver, Consent and Remedies. Each provision of this Agreement to be
performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a
material consideration for Seller's and Buyer's performance hereunder, as appropriate, and any
breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may
specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but
no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of
the same or any other provision. A waiving party may at any time thereafter require further
compliance by the other party with any breach or provision so waived. The consent by one party to
any act by the other for which such consent was required shall not be deemed to imply consent or
waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No
waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise
specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants,
conditions and 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.
(f) 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 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.
4-19
(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 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.
(m) Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between, and
the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties
hereto expressly agree and confirm that this Agreement is executed without reliance on any oral or
written statements, representations or promises of any kind which are not expressly contained in this
Agreement. No subsequent agreement, representation or promise made by either parry 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]
4-20
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
ATTEST:
Lo
"SELLER"
HOUSING AUTHORITY OF THE CITY OF
SANTA ANA,
a public entity, corporate and politic
Maria D. Huizar By:
Housing Authority Secretary
Executive Director
APPROVED AS TO FORM: "BUYER"
Sonia R. Carvalho
City Attorney OUR LADY OF GUADALUPE CHURCH
(DELHI)
Assistant City Attorney
4-21
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
Our Lady of Guadalupe Church (Delhi) ("Buyer") and agrees to act as Escrow Holder thereunder
and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder.
Dated: 12016
FIRST AMERICAN TITLE COMPANY
By:_
Name:
Its:
4-22
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: 016-082-48
4-23
EXHIBIT B
DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Our Lady of Guadalupe Church (Delhi)
Attn:
APN: 016-082-48 [Space above for recorder.]
GRANT DEED
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 Our Lady of Guadalupe Church (Delhi) ("Grantee"), 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, as well as the restrictive covenants described in Attachment
No. 2 attached hereto and incorporated herein by this reference (the "Restrictions").
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of , 20
HOUSING AUTHORITY OF THE CITY OF
SANTA ANA
Name:
Its:
4-24
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: 016-082-48
4-25
ATTACHMENT NO.2 TO GRANT DEED
RESTRICTIVE COVENANTS
As a condition of the sale of the Property, Grantee shall obtain all final approvals, including,
without limitation, the building permit and all related municipal approvals (the "Approvals")
necessary for developing the Property and constructing thereon, pursuant to a site plan which
is acceptable to Grantor, a building or buildings, together with related site improvements (the
"Intended Improvements") appropriate for the operation of a rectory, office, or related
accessory church facility (the "Intended Use"). Under no circumstances shall the Property
remain unimproved or be used as a parking lot for any amount of time reasonably longer than
is necessary to obtain the Approvals and construct the Intended Improvements for the
Intended Use of the Property.
In the event Grantee has not obtained, or is unable to obtain, the Approvals and has not
constructed the Intended Improvements for the Intended Use of the Property within two (2)
years following the filing of the Grant Deed, Grantor shall have the right to take any action
available at law to enforce this Restriction, but any failure to promptly enforce the Restriction
shall not be deemed a waiver of the violation or the Restriction.
4-26
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 to Our Lady of Guadalupe Church (Delhi) (the "Buyer")
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: 016-082-48
is hereby accepted by the Board of Directors of the Buyer, and the Buyer 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
Assistant City Attorney
OUR LADY OF GUADALUPE CHURCH (DELHI)
Its:
4-27
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , before me,
(Print Name of Notary Public)
personally appeared
, Notary Public,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s) ❑ Limited ❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
EM
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
Signer(s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , before me,
(Print Name of Notary Public)
personally appeared
, Notary Public,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s) ❑ Limited ❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
4-29
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
Signer(s) Other Than Named Above
EXHIBIT C
FIRPTA CERTIFICATE
TRANSFEROR'S CERTIFICATE OF NON -FOREIGN STATUS
To inform the Our Lady of Guadalupe Church (Delhi) ("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 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.
Housing Authority of the City of Santa Ana
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EXHIBIT 3
RESOLUTION NO. 2016-
A RESOLUTION OF THE SANTA ANA HOUSING
AUTHORITY APPROVING THE PURCHASE AND SALE
AGREEMENT FOR THE DISPOSITION OF PROPERTY TO
OUR LADY OF GUADALUPE CHURCH (DELHI) LOCATED
AT 542 EAST CENTRAL AVENUE
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 the property located at 542 East
Central Avenue, consisting of approximately .24 acres, APN 016082-
48 (the "Property").
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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 suitable for use by the Authority. However, the
proceeds of the sale will be used directly to assist housing projects
pursuant to Health and Safety Code Section 34312.3(b).
I. The Authority is authorized to transfer the Property to Our Lady of
Guadalupe Church (Delhi) (the "Buyer") pursuant to Health and Safety
Code Section 34312.3(b).
J. The sale of the property will assist in the elimination of blight by
assisting a local neighborhood church to accommodate its growing
population and will assist in the development and reconstruction of
community facility improvements, and is consistent with the
implementation plan adopted pursuant to Health and Safety Code
Section 33490. Additionally, the consideration is not less than the fair
market value at its highest and best use in accordance with the plan.
K. The Buyer 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 prices as set forth in the draft "Purchase
and Sale Agreement" in the form submitted to the Authority
concurrently herewith (the "Agreement").
L. 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.
M. A public hearing of the Authority on the proposed Agreement was duly
noticed in accordance with Health and Safety Code Sections 33431
and 34312.3(b).
N. On September 6, 2016, the governing board of the Authority held a
public hearing on the proposed Agreement, at which time the Authority
reviewed and evaluated all of the information, testimony, and evidence
presented during the public hearing.
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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 the Buyer
represents the fair market value of the Property.
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 has 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 cess 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.
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ADOPTED this 6th day of September, 2016.
APPROVED AS TO FORM:
Sonia R. Carvalho
Authoritv,Gbunsel
cage
uthority Counsel
, Chair
AYES: AUTHORITY MEMBERS:
NOES: AUTHORITY MEMBERS:
ABSTAIN: AUTHORITY MEMBERS:
NOT PRESENT: AUTHORITY MEMBERS:
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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
September 6, 2016,
Date,
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Housing Authority Secretary
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SUMMARY REPORT PURSUANT TO
SECTION 33433
OF THE
CALIFORNIA HEALTH AND SAFETY CODE
ON
THE PURCHASE AND SALE AGREEMENT BY AND BETWEEN
THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA
AND
OUR LADY OF GUADALUPE CHURCH (DELHI)
I. INTRODUCTION
EXHIBIT
On or about June 28, 2011, the Governor of the State of California signed into law ABX1 26, as
subsequently amended by AB 1484, which provided for the dissolution and winding down of
redevelopment agencies throughout the State of California ("Dissolution Legislation"). The Dissolution
Legislation did not repeal those provisions of the California Health and Safety Code which apply to
redevelopment, including those provisions related to affordable housing.
Pursuant to the Dissolution Legislation, the Housing Authority of the City of Santa Ana ("Authority")
elected to retain the housing assets and affordable housing functions of the Redevelopment Agency of
the City of Santa Ana ("Agency"). Upon dissolution of the Agency, the affordable housing functions of
the Agency ("Affordable Housing Program") were transferred to the City pursuant to Health and Safety
Code Section 34176. The Authority now administrators the Affordable Housing Program.
California Health and Safety Code Section 33433, requires that before any property of a former
redevelopment agency acquired with tax increment monies is sold or leased for development, the sale
or lease must first be approved by the legislative body after a public hearing. A copy of the proposed
sale or lease agreement and a summary report that describes and contains specific financing elements
of the proposed transaction shall be available for public inspection prior to the public hearing. The
following information shall be included in the summary report:
1. The cost of the agreement to the Authority, including land acquisition costs, clearance costs,
relocation costs, the costs of any improvements to be provided by the Authority, plus the
expected interested on any loans or bonds to finance the agreement;
2. The estimated value of the interest to be conveyed or leased, determined at the highest and
best use permitted under the redevelopment plan;
The estimated value of the interest to be conveyed in accordance with the use, covenants, and
development costs required under the proposed agreement with the Authority, i.e., the reuse
value of the site;
4. An explanation of how the sale or lease of the property will assist in the elimination of blight and
provide housing for Very Low-, Low-, or Moderate -Income persons; and
5. The purchase price or sum of lease payments that the lessee will be required to make during the
term of the lease. If the sale price or total rental amount is less than the fair market value of the
interest to be conveyed or leased, determined at the highest and best use consistent with the
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redevelopment plan, then the Authority shall provide as part of the summary an explanation of
the reasons for the difference.
This report outlines the salient parts of the Purchase and Sale Agreement (Agreement) to be entered
into by and between the Housing Authority of the City of Santa Ana (Authority) and Our Lady of
Guadalupe Church (Delhi). This report is being prepared due to the fact that tax increment monies from
the former Redevelopment Agency of the City of Santa Ana (RDA) were used to acquire the real
property which is the subject of the Agreement.
II. SUMMARY OF THE PROPOSED AGREEMENT
Pursuant to California Health and Safety Code Section 33433(a)(2)(B), the Housing Authority of the City
of Santa Ana, acting as the Successor Agency to the former Redevelopment Agency of the City of Santa
Ana makes available the summary of the proposed sale of 542 E. Central Ave, Santa Ana, CA to Our Lady
of Guadalupe Church (Delhi).
(i) The proposed sale of 542 E. Central Ave will cost the Agency the normal and typical escrow
costs associated with a sale of a property. The proceeds from the sale will be used solely for
affordable housing development within the City of Santa Ana.
(ii) Fee Simple Market Value Conclusion "As Is": $270,000 (Overland, Pacific & Cutler, Inc,
Appraisal dated August 17, 2016)
(iv)
Estimated Value of Interest to be conveyed or leased, determined at the highest and best
uses permitted under the plan: $270,000 (Fee Simple Market Value Conclusion at its
Highest and Best Use; Overland, Pacific & Cutler, Inc Appraisal dated August 17, 2016)
Estimated Value of the interest to be conveyed determined at the use and with the
conditions, covenants, and development costs required by the sale: $270,000 (Fee Simple
Market Value Conclusion with Deed Restriction; Overland, Pacific & Cutler, Inc Appraisal
dated August 17, 2016)
i. Sale to Our Lady of Guadalupe Church (Delhi) is required that the parcel does
not remain vacant or used for parking.
(v) Elimination of Blight: The proposed sale of the 542 E. Central Avenue consists of one vacant
parcel, which was purchased by the Agency in April 2006. The proposed parcel is located
directly across the street from Our Lady of Guadalupe Church (Delhi) with the surrounding
land uses include residential uses and community facilities. The proposed sale will assist in
the elimination of blight by assisting a local neighborhood church to accommodate its
growing population and will assist in the development and reconstruction of community
facility improvements. The sale will help meet two of the Agency's original Redevelopment
Plan goals: (1) Eliminate physical blight, and (2) Encourage uniform and consistent land use
patterns.
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5-4
EXHIBIT 2
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
SELLER: Housing Authority of the City of Santa Ana
BUYER: Our Lady of Guadalupe Church (Delhi)
DATED: September 6, 2016
PROPERTY: 542 East Central Avenue, Santa Ana
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BASIC TERMS
Buyer: Our Lady of Guadalupe Church (Delhi)
Buyer's Address: Our Lady of Guadalupe Church (Delhi)
Attention:
Tel. �) -
Fax: O -
Closing Date (or Closing) Estimated to occur by , 201_, 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: 201
Purchase Price: Two Hundred and Seventy Thousand Dollars ($270,000.00).
Real Property: That property described in Exhibit A hereto: 542 E. Central Avenue,
Santa Ana, consisting of approximately .24 acres, APN 016-082-48.
Seller: Housing Authority of the City of Santa Ana
Seller's Address: 20 Civic Center Plaza
Santa Ana, California 92701
Attention:
Tel. () -
Fax: () -
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.
•
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"). A portion of the Real Property
contains a surface parking lot, while the remainder of 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 herein. Buyer has considered the offer by Seller and agrees to buy
from Seller the Real Property, as more specifically described below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Buyer agree as follows:
1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and
Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth
in this Agreement. The term Real Property is defined collectively as the 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 Property; and
(d) All of Seller's interest under contracts, leases, and other agreements
associated with the Real Property, subject to a power of termination as set forth in the Deed.
2. Payment of Consideration. As consideration for the sale of the Real Property from
Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price 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
5-7
mutually acceptable to Buyer and Seller. Buyer and Seller shall use their best efforts to cause the
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.
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
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 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 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 Right of Entry. From and after the Effective Date through the earlier to
occur of the termination of this Agreement or the Closing, Buyer and Buyer's employees, agents,
consultants and contractors shall have the right to enter upon the Real Property during normal
business hours, provided reasonable prior notice has been given to Seller.
(a) Investigation of the Real Property. In addition to the foregoing, the Buyer
shall have the right, at its sole cost and expense, prior to the Contingency Date, to engage its own
environmental consultant (the `Environmental Consultant") to make such investigations as Buyer
deems necessary or appropriate, including any "Phase 1" or "Phase 2" investigations of the Real
Property. If, based upon such evaluation, inspections, tests or investigation, Buyer determines that
it, in its discretion, does not wish to proceed with purchase of the Real Property based upon the
condition of the Real Property, Buyer may cancel this Agreement by giving written notice of
termination to Seller on or before the Contingency Date which specifically 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 PropertX. 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 (Carpenter -Presley -Tanner Hazardous Substance
Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste"
under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95
(Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous
substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7
(Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii)
polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely
hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4,
Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water
Act (33 U.S.C. §1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as
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"hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §6901 et seq.
6. Buyer's Conditions Precedent and Termination Right.
(a) Conditions Precedent. The Closing and Buyer's obligation to consummate
the transaction contemplated by this Agreement are subject to the timely satisfaction or written
waiver of the following conditions precedent (collectively, "Buyer's Contingencies"), which are for
Buyer's benefit only.
(i) Title Review. Within ten (10) calendar days after the Date of
Agreement, Seller shall cause the Title Company to deliver to Buyer a preliminary title report (the
"Report") describing the title to the Real Property, together with copies of the plotted easements and
the exceptions (the "Exceptions") set forth in the Report; provided that the cost of the Report shall
be borne by Seller. Seller acknowledges that the Report shall include an endorsement against the
effect of any mechanics' liens; Seller will provide such indemnity or other assurances as necessary
to induce the Title Company to provide such endorsement. On or 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.
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(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) 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
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endorsement (at Seller's expense) reasonably satisfactory to Buyer concerning such Exception. If
Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure
other matters) within such five (5) business day period, Buyer shall have three (3) business days
after the expiration of such five (5) business day period to give Seller written notice that Buyer
elects to proceed with the purchase of the Real Property subject to the disapproved Title
Document(s), it being understood that Buyer shall have no further recourse against Seller for such
disapproved Title Exception(s).
7. Seller's Conditions Precedent and Termination Right. The Closing and Seller's
obligations with respect to the transaction contemplated by this Agreement are subject to the timely
satisfaction or written waiver of the following 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 PolicX. 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 and Restrictive Covenants, as detailed in
section 14 below, 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 1103 of the California Civil Code (the "Natural
Hazard Report") on or before the Contingency Date.
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(iv) Possession of Real Property. Possession of the Real Property free of
any tenancies or occupancy.
(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) Authority. Such proof of Buyer's authority and authorization to enter into
this Agreement and to consummate the transaction contemplated hereby as may be reasonably
requested by Seller or the Title Company.
(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
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request that Escrow perform on its behalf (which foregoing items collectively constitute "Seller's
Costs and Debited Amounts").
(b) Buyer's Costs. If the transaction contemplated by this Agreement is
consummated, then Buyer shall bear the following costs and expenses: (i) 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. Prorations; Withholding.
(a) All revenues (if any) and expenses relating to the Real Property (including,
but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and
refuse collection charges) shall be prorated as of the Closing Date; provided that all 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 20th
day of the month following the month title to the Real Property is transferred to Buyer (as evidenced
by the recording of the Deed), Title Company shall remit such funds withheld from the Purchase
Price, together with one (1) copy of California Form 593 to the California Franchise Tax Board on
behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax
Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code,
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together with such other documents required by the Tax Code (including, without limitation,
California Form 593), to the California Franchise Tax Board.
12. Closing Procedure. When the Title Company is ready to issue the Buyer's Title
Policy and all required documents and funds have been deposited with 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
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which is material and is being relied upon by Buyer (and the truth and accuracy of which shall
constitute a condition precedent to Buyer's obligations hereunder), and all of which are material
inducements to Buyer to enter into this Agreement (and but for which Buyer would not have 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 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, 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 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 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
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use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or
the Real Property after the Closing. There are no oral contracts or other oral agreements for
services, supplies or materials, affecting the use, operation, maintenance or 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 Property or portion thereof.
(b) Subsequent Changes to Seller's Representations and Warranties. If, prior to
the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item,
fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect
or untrue in any respect (collectively, the "Seller Representation Matter"), then the party who has
learned, discovered or become aware of such Representation Matter shall promptly give written
notice thereof to the other party and Seller's representations and warranties shall be automatically
limited to account for the Representation Matter. Buyer shall have the right to approve or
disapprove any such change and to terminate this Agreement by written notice to 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 terms of this
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Agreement and the documents and instruments referenced herein conflict with or result in the
material breach of any terms, conditions or provisions of, or constitute a default under, any bond,
note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan,
partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which
any 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. Grant Deed Restrictions. As a condition of the sale of the Property, Buyer shall
obtain all final approvals, including, without limitation, the building permit and all related municipal
approvals (the "Approvals") necessary for developing the Property and constructing thereon,
pursuant to a site plan which is acceptable to Seller, a building or buildings, together with related
site improvements (the "Intended Improvements") appropriate for the operation of a rectory, office,
or related accessory church facility (the "Intended Use"). Under no circumstances shall the Property
remain unimproved or be used as a parking lot for any amount of time reasonably longer than is
necessary to obtain the Approvals and construct the Intended Improvements for the Intended Use of
the Property. In the event Buyer has not obtained, or is unable to obtain, the Approvals and has not
constructed the Intended Improvements for the Intended Use of the Property within two (2) years
following the filing of the Grant Deed, Seller shall have the right to take any action available at law
to enforce this Restriction, but any failure to promptly enforce the Restriction shall not be deemed a
waiver of the violation or the Restriction.
15. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price
represents a fair value price for the Real Property.
16. General Provisions.
(a) Condemnation. If any material portion of the Real Property shall be taken or
appropriated by a public or quasi -public authority exercising the power of eminent domain, Buyer
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
5-18
changed address of which no Notice in accordance with this Section was given shall be deemed to
constitute receipt of such Notice. The providing of copies of Notices to the parties' respective
counsels is for information only, is not required for valid Notice and does not alone constitute
Notice hereunder.
(c) Waiver, Consent and Remedies. Each provision of this Agreement to be
performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a
material consideration for Seller's and Buyer's performance hereunder, as appropriate, and any
breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may
specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but
no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of
the same or any other provision. A waiving party may at any time thereafter require further
compliance by the other party with any breach or provision so waived. The consent by one party to
any act by the other for which such consent was required shall not be deemed to imply consent or
waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No
waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise
specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants,
conditions and 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.
(f) 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 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.
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(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 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.
(m) Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between, and
the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties
hereto expressly agree and confirm that this Agreement is executed without reliance on any oral or
written statements, representations or promises of any kind which are not expressly contained in this
Agreement. No subsequent agreement, representation or promise made by either parry 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]
5-20
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
ATTEST:
Lo
"SELLER"
HOUSING AUTHORITY OF THE CITY OF
SANTA ANA,
a public entity, corporate and politic
Maria D. Huizar By:
Housing Authority Secretary
Executive Director
APPROVED AS TO FORM: "BUYER"
Sonia R. Carvalho
City Attorney OUR LADY OF GUADALUPE CHURCH
(DELHI)
Assistant City Attorney
5-21
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
Our Lady of Guadalupe Church (Delhi) ("Buyer") and agrees to act as Escrow Holder thereunder
and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder.
Dated: 12016
FIRST AMERICAN TITLE COMPANY
By:_
Name:
Its:
5-22
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: 016-082-48
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EXHIBIT B
DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Our Lady of Guadalupe Church (Delhi)
Attn:
APN: 016-082-48 [Space above for recorder.]
GRANT DEED
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 Our Lady of Guadalupe Church (Delhi) ("Grantee"), 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, as well as the restrictive covenants described in Attachment
No. 2 attached hereto and incorporated herein by this reference (the "Restrictions").
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of , 20
HOUSING AUTHORITY OF THE CITY OF
SANTA ANA
Name:
Its:
5-24
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: 016-082-48
5-25
ATTACHMENT NO.2 TO GRANT DEED
RESTRICTIVE COVENANTS
As a condition of the sale of the Property, Grantee shall obtain all final approvals, including,
without limitation, the building permit and all related municipal approvals (the "Approvals")
necessary for developing the Property and constructing thereon, pursuant to a site plan which
is acceptable to Grantor, a building or buildings, together with related site improvements (the
"Intended Improvements") appropriate for the operation of a rectory, office, or related
accessory church facility (the "Intended Use"). Under no circumstances shall the Property
remain unimproved or be used as a parking lot for any amount of time reasonably longer than
is necessary to obtain the Approvals and construct the Intended Improvements for the
Intended Use of the Property.
In the event Grantee has not obtained, or is unable to obtain, the Approvals and has not
constructed the Intended Improvements for the Intended Use of the Property within two (2)
years following the filing of the Grant Deed, Grantor shall have the right to take any action
available at law to enforce this Restriction, but any failure to promptly enforce the Restriction
shall not be deemed a waiver of the violation or the Restriction.
5-26
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 to Our Lady of Guadalupe Church (Delhi) (the "Buyer")
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: 016-082-48
is hereby accepted by the Board of Directors of the Buyer, and the Buyer 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
Assistant City Attorney
OUR LADY OF GUADALUPE CHURCH (DELHI)
Its:
5-27
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , before me,
(Print Name of Notary Public)
personally appeared
, Notary Public,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
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CAPACITY CLAIMED BY SIGNER
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❑ Corporate Officer
Title(s)
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❑ Trustee(s)
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❑ Other:
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STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , before me,
(Print Name of Notary Public)
personally appeared
, Notary Public,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s) ❑ Limited ❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
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DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
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EXHIBIT C
FIRPTA CERTIFICATE
TRANSFEROR'S CERTIFICATE OF NON -FOREIGN STATUS
To inform the Our Lady of Guadalupe Church (Delhi) ("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 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.
Housing Authority of the City of Santa Ana
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EXHIBIT 3
RESOLUTION NO. 2016-
A RESOLUTION OF THE SANTA ANA HOUSING
AUTHORITY APPROVING THE PURCHASE AND SALE
AGREEMENT FOR THE DISPOSITION OF PROPERTY TO
OUR LADY OF GUADALUPE CHURCH (DELHI) LOCATED
AT 542 EAST CENTRAL AVENUE
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 the property located at 542 East
Central Avenue, consisting of approximately .24 acres, APN 016082-
48 (the "Property").
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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 suitable for use by the Authority. However, the
proceeds of the sale will be used directly to assist housing projects
pursuant to Health and Safety Code Section 34312.3(b).
I. The Authority is authorized to transfer the Property to Our Lady of
Guadalupe Church (Delhi) (the "Buyer") pursuant to Health and Safety
Code Section 34312.3(b).
J. The sale of the property will assist in the elimination of blight by
assisting a local neighborhood church to accommodate its growing
population and will assist in the development and reconstruction of
community facility improvements, and is consistent with the
implementation plan adopted pursuant to Health and Safety Code
Section 33490. Additionally, the consideration is not less than the fair
market value at its highest and best use in accordance with the plan.
K. The Buyer 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 prices as set forth in the draft "Purchase
and Sale Agreement" in the form submitted to the Authority
concurrently herewith (the "Agreement").
L. 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.
M. A public hearing of the Authority on the proposed Agreement was duly
noticed in accordance with Health and Safety Code Sections 33431
and 34312.3(b).
N. On September 6, 2016, the governing board of the Authority held a
public hearing on the proposed Agreement, at which time the Authority
reviewed and evaluated all of the information, testimony, and evidence
presented during the public hearing.
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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 the Buyer
represents the fair market value of the Property.
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 has 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 cess 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.
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ADOPTED this 6th day of September, 2016.
APPROVED AS TO FORM:
Sonia R. Carvalho
Authoritv,Gbunsel
cage
uthority Counsel
, Chair
AYES: AUTHORITY MEMBERS:
NOES: AUTHORITY MEMBERS:
ABSTAIN: AUTHORITY MEMBERS:
NOT PRESENT: AUTHORITY MEMBERS:
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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
September 6, 2016,
Date,
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Housing Authority Secretary
This page left blank intentionally.
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SUMMARY REPORT PURSUANT TO
SECTION 33433
OF THE
CALIFORNIA HEALTH AND SAFETY CODE
ON
THE PURCHASE AND SALE AGREEMENT BY AND BETWEEN
THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA
AND
OUR LADY OF GUADALUPE CHURCH (DELHI)
I. INTRODUCTION
EXHIBIT
On or about June 28, 2011, the Governor of the State of California signed into law ABX1 26, as
subsequently amended by AB 1484, which provided for the dissolution and winding down of
redevelopment agencies throughout the State of California ("Dissolution Legislation"). The Dissolution
Legislation did not repeal those provisions of the California Health and Safety Code which apply to
redevelopment, including those provisions related to affordable housing.
Pursuant to the Dissolution Legislation, the Housing Authority of the City of Santa Ana ("Authority")
elected to retain the housing assets and affordable housing functions of the Redevelopment Agency of
the City of Santa Ana ("Agency"). Upon dissolution of the Agency, the affordable housing functions of
the Agency ("Affordable Housing Program") were transferred to the City pursuant to Health and Safety
Code Section 34176. The Authority now administrators the Affordable Housing Program.
California Health and Safety Code Section 33433, requires that before any property of a former
redevelopment agency acquired with tax increment monies is sold or leased for development, the sale
or lease must first be approved by the legislative body after a public hearing. A copy of the proposed
sale or lease agreement and a summary report that describes and contains specific financing elements
of the proposed transaction shall be available for public inspection prior to the public hearing. The
following information shall be included in the summary report:
1. The cost of the agreement to the Authority, including land acquisition costs, clearance costs,
relocation costs, the costs of any improvements to be provided by the Authority, plus the
expected interested on any loans or bonds to finance the agreement;
2. The estimated value of the interest to be conveyed or leased, determined at the highest and
best use permitted under the redevelopment plan;
The estimated value of the interest to be conveyed in accordance with the use, covenants, and
development costs required under the proposed agreement with the Authority, i.e., the reuse
value of the site;
4. An explanation of how the sale or lease of the property will assist in the elimination of blight and
provide housing for Very Low-, Low-, or Moderate -Income persons; and
5. The purchase price or sum of lease payments that the lessee will be required to make during the
term of the lease. If the sale price or total rental amount is less than the fair market value of the
interest to be conveyed or leased, determined at the highest and best use consistent with the
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redevelopment plan, then the Authority shall provide as part of the summary an explanation of
the reasons for the difference.
This report outlines the salient parts of the Purchase and Sale Agreement (Agreement) to be entered
into by and between the Housing Authority of the City of Santa Ana (Authority) and Our Lady of
Guadalupe Church (Delhi). This report is being prepared due to the fact that tax increment monies from
the former Redevelopment Agency of the City of Santa Ana (RDA) were used to acquire the real
property which is the subject of the Agreement.
II. SUMMARY OF THE PROPOSED AGREEMENT
Pursuant to California Health and Safety Code Section 33433(a)(2)(B), the Housing Authority of the City
of Santa Ana, acting as the Successor Agency to the former Redevelopment Agency of the City of Santa
Ana makes available the summary of the proposed sale of 542 E. Central Ave, Santa Ana, CA to Our Lady
of Guadalupe Church (Delhi).
(i) The proposed sale of 542 E. Central Ave will cost the Agency the normal and typical escrow
costs associated with a sale of a property. The proceeds from the sale will be used solely for
affordable housing development within the City of Santa Ana.
(ii) Fee Simple Market Value Conclusion "As Is": $270,000 (Overland, Pacific & Cutler, Inc,
Appraisal dated August 17, 2016)
(iv)
Estimated Value of Interest to be conveyed or leased, determined at the highest and best
uses permitted under the plan: $270,000 (Fee Simple Market Value Conclusion at its
Highest and Best Use; Overland, Pacific & Cutler, Inc Appraisal dated August 17, 2016)
Estimated Value of the interest to be conveyed determined at the use and with the
conditions, covenants, and development costs required by the sale: $270,000 (Fee Simple
Market Value Conclusion with Deed Restriction; Overland, Pacific & Cutler, Inc Appraisal
dated August 17, 2016)
i. Sale to Our Lady of Guadalupe Church (Delhi) is required that the parcel does
not remain vacant or used for parking.
(v) Elimination of Blight: The proposed sale of the 542 E. Central Avenue consists of one vacant
parcel, which was purchased by the Agency in April 2006. The proposed parcel is located
directly across the street from Our Lady of Guadalupe Church (Delhi) with the surrounding
land uses include residential uses and community facilities. The proposed sale will assist in
the elimination of blight by assisting a local neighborhood church to accommodate its
growing population and will assist in the development and reconstruction of community
facility improvements. The sale will help meet two of the Agency's original Redevelopment
Plan goals: (1) Eliminate physical blight, and (2) Encourage uniform and consistent land use
patterns.