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Home My WebLink AboutResolution No. 15-7591-Approving a Purchase and Sale Between Olson Urban Housing, LLC for 8132-34 3rd StreetA RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING A PURCHASE AND SALE AGREEMENT BETWEEN OLSON URBAN HOUSING, AND THtCITY OF DOW]NEYFOR PROPERTY LOCATED AT 8132-34 3 STREET DOWNEY WHEREAS, the City has negotiated a purchase and sale agreement with Olson Urban Housing, LLC ( "Buyer "), pursuant to which the City would sell the Property, located at 8132 -34 3 I Street Downey, CA for a sales price of $700;000; and, WHEREAS, the City Council has determined that approval of the Agreement and the sale transaction contemplated thereby, is in the best interest of the City and the public health, safety and welfare. NOW, THEREFORE, • OF OF DOWNEY DOES RESOLVE AEREBY • • SECTION 1. The City Council of the City of Downey hereby (i) approves the Agreement, copy of which attached hereto as Exhibit "A ", and is on file with the City Clerk, (ii) if required, authorizes and directs the City Manager to make final changes to the Agreement consistent with the City Council's direction, and (iii) authorizes and directs the City Manager to execute the final Agreement and any other documents and agreements necessary to complete the sale transaction contemplated by the Agreement. SECTION 2. The City Council of the City of Downey hereby determines that the sale of the Property is exempt from the California Environmental Quality Act (CEQA) under Section 15301 of the CEQA Guidelines, as an existing facility. SECTION 3. The City Clerk shall certify to the adoption of this resolution, APPROVED AND ADOPTED this -8t" day of September, 2015. LUIS H, RQUE Mayor HEREBY CERTIFY that the foregoing Resolution' was adopted by the City Council of the City of Downey at a regular meeting held on the 10th day of March, - 2015, by the following vote, to wit: AYES: Council Members: Ashton, Brossmer, Vasquez, Saab,_ Mayor Marquez NOES: Council Members. None. ABSTAIN: Council Members: None. ABSENT: Council Members: None. "6Lk� -i -- ADRIA M. JIMEN , CMQ City Clerk This Sale Agreement and Escrow Instructions ("Agreement") is entered into on 2015 ("Effective Date") by THE CITY OF DOIANEY, a California municipal corporation ("Seller"), and OLSON URBAN HOUSING, LLC, a Delaware limited liability company ("Buyer"). Buyer and Seller are hereinafter individually referred to as a "Party" and collectively as the "Parties. " A. Seller is the owner of real property in the City of Downey ("City"), County of Los Angeles ("County"), State of California, located at 8132-34 3 • Street, and described and/or depicted in Exhibit "A" ("Property"). B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase th- ' •f- om Seller in accordance with the provisions of this Agreement, THEREFORE, Seller and Buyer agree as follows: 1. Purchase and Sale; Purchase Price. 2. Escrow. -2- SDM30552 -0120\ 523635.2 8/31/2015 -3® SDM 30552 -0120\ 523635.2 8/31/2015 (6) Legal Subdivision. The Property shall be a legal parcel under the California Subdivision Map Act that can be transferred by Seller to Buyer. Conditions Precedent to Seller Obligation to Close. Seller's obligation to close Escrow and sell the Property is expressly conditioned upon the satisfaction of the conditions listed below. If any such condition is not satisfied, or waived by Seller, prior to the Close of Escrow, for any reason other than a default by Seller, Seller may terminate this Agreement by written notice to Buyer. (1) Representations and Warranties. Each of Buyer's representations and warranties set forth in this Agreement are materially true and accurate as of the Close of Escrow. (2) Buyer's Obligations. Buyer is not in material default under this Agreement, and each material obligation • Buyer to be performed prior to the Close • Escrow hereunder has been performed as required. (4) Adjacent Property. Buyer has entered into a binding purc se an sale agreement for the purchase of the Adjacent Property, and the escrow under said purchase and sale agreement has closed • shall close concurrently with the Escrow. 2.4 Escrow Cancellation. ROURM, ., (1) Seller's Default. if Escrow fails to close due to Seller's default and this Agreement is terminated, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges" means all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all title expenses. (2) Buyer's Default. If Escrow-fails to close • e to uyer s default and this Agreement is termiated, Buyer shall pay all Escrow cancellation charges. (3) No Default. If Escrow falls to close and this Agreement is terminated for any reason other than a default by one of the Parties, Buyer shall pay any Escrow cancellation charges, and each Party shall be deemed to have released the other Party from all liability for the failure • Escrow to close. The foregoing shall not be deemed an election • remedies by Buyer or limit any remedies available to Buyer. -4- SDM 30552-0120\ 523635.2 8/31/2015 Seller's default, Seller shall retain the Deposit pursuant to Section 6 below; provided, however, that the foregoing shall not limit the remedies available to Seller for injuries or damages caused by Buyer to Seller's property during the Feasibility Period. 2.7 Possession. Seller shall deliver possession of the Property to Buyer at the Close • Escrow subject only to the Permitted Exceptions and free • any tenancies and/or third party claims • use • ownership. M 2.8 Property Rights. Effective as of the Close of Escrow, without the need for any additional documentation, unless required below, to the extent assignable, Seller assigns, transfers and conveys to Buyer all of Seller's right, title and interest in the following ("Property Rights"). Personal Property. All right, title and interest of Seller, if any, in and to all tangible personal property owned by Seller now existing-and placed or installed on or about the Property and used in connection with the ownership, operation, management, maintenance and/or repair • the Property. 2.8.5 General. The foregoing assignment is without representation or warranty except as provided in this Agreement or any exhibit to this Agreement and all Property Rights consisting of materials prepared by Seller or third parties at the request of Seller shall be -6- SDM 30552-0120\ 523635.2 8/31/2015 delivered to Buyer lien free and freely usable by Buyer at its discre ion without the payment of any fee, cost or charge. Seller shall execute all additional documentation necessary to evidence the foregoing assignments as reasonably required by Buyer and/or any Governmental Authority • applicable third party. ma�� -7- SDH1 30552-0120\ 523635.2 8/31/2015 2.11 Recor r. ii and Delivery of Documents. No later than 12:00 p.m. on the business day immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow the following documents (with the documents that axe to be recorded in the following order and delivered as provided below): 2.11.1 Grant Deed. One (1) fully executed and acknowledged copy • the grant deed on Title Company's standard form conveying the Property to Buyer ("Grant Deed"). Conformed copies • the recorded Grant Deed shall be returned to Buyer and Seller as soon as possible. 2.11.2 License Agreement. Two (2) counterparts of the License Agreement in the form • Exhibit "E" hereto ("License Agreement') pursuant to which Seller may use the Property after the Close • Escrow • the terms set forth therein. Escrow Holder shall deliver one (1) fully executed original of the License Agreement to each,Tarty promptly following the Close • Escrow. 2.11.3 Memorandum of Option and Right of First Refusal. One (1) counterpart of the Memorandum of Option and Right of First Refusal in the form of Exhibit "F" hereto ("Repurchase Memorandum'�. Escrow Holder will deliver a conformed copy of the Repurchase Memorandum to each Party as soon as possible. 2.11.5 Withholding Exemption Certificates. One (1) completed anii executed copy • the following: Non-foreign Transferor Declaration-, Preliminary Change in Ownership Report, Internal Revenue Service Form 1099-S, and California Franchise Tax Board Form 593 and any other applicable state tax withholding forms, as applicable, as applicable. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver copies of all closing documents, including, without limitation, those listed above, the Title Policy, any additional escrow instructions and the final Escrow closing statement, to Seller's counsel and Buyer's counsel. 2.12 Seller's Proceeds. At the Close • Escrow, subject to Section 2.13 below, Escrow Holder is directed to wire funds representing Seller's cash proceeds through Escrow to Seller's account as directed in separate written instructions to be provided by Seller. 2.13 Cal-FIRPTA Withholding. Unless this transaction is exempt under California Revenue and Taxatio •de Sections 18805 and 26131, Escrow Holder shall be the ege SDIi\ 30552-0120\ 523635.2 8/31/2015 2.15 Termination of Property Contracts. Seller shall terminate any service contracts or similar agreement relating to the Property which the Buyer does not elect in ting to assume which terinination shall be effective as of the Close of Escrow. 4. Investigation by Buyer. M SDM 30552-0120\ 523635.2 8/31/2015 elects to perform. Any costs incurred by Buyer in examining and investigating the Property shall be at Buyer's sole cost and expense. -10- SDH\ 30552-0120\ 523635.2 8/31/2015 5. Additional Agreements. 5.2 Warranties. SD1\ 30552-0120\ 523635.2 8/31/2015 any material untruth, incompleteness or inaccuracy in a representation or warranty of Seller of which Buyer obtains knowledge after the Close of Escrow. (4) Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. Effective Date and Close of Escrow neither this Agreement nor the Property shall be in violation of any law, ordinance, rule regulation, or administrative or judicial order. -12- SDB 30552-0120\ 523635.2 8/31/2015 X13= SDH\ 30552 -0120\ 523535.2 8/31/2015 or (d) the failure to have taken or submission to any action indicating a general inability by a person to meet its financial obligations as they accrue. (15) Material Change. Seller shall promptly notify Buyer if Seller obtains information that would make any of the representations or warranties contained in this Section 5.2.1 materially inaccurate or misleading. (2) Conflicting Agreements. ei er e execution or delivery of this Agreement, nor the consummation of the transaction contemplated herein, will conflict with, or result in a breach of, any contract, license or undertaking to which Buyer is a party or by which Buyer is bound, or constitute a default thereunder. (3) Proceedings. To Buyer's knowledge, no legal or -14- SDH\ 30552-0120\ 523635.2 8/31/2015 circumstances which would adversely affect Buyer's ability to own, develop and/or market the Property in the manner contemplated by this Agreement. (5) Binding Agreement. This Agreement constitutes a legal ' valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to • limiting the rights • contracting parties generally. (6) Material Change. Buyer shall promptly notify Seller if Buyer obtains information that would make any • the representations • warranties contained in this Section 5.2.2 materially inaccurate • misleading. 5.2.3 Natural Hazard Zone Disclosure. No later than seven (7) business days prior to the Property Approval Date, the Seller will, at its sole cost and expense, f,provide Buyer with a Natural Hazard Zone Disclosure required by applicable law. M SDH\ 30552-0120\ 523635.2 8/31/2015 would result in the Property not being in compliance with the provisions of this Agreement or any applicable law or which would prevent the Title Company from issuing the Title Policy in accordance with this Agreement and (h) shall promptly enforce the rights and remedies of the landlord under any Lease by reason of any defaults by tenants. M. SDM 30552-0120\ 523635.2 8/31/2015 SELLER'S INITIALS BUYER'S INITIALS =17- SDM 30552- 0120\ 523635.2 8/31/2015 -l0- SDM 30552-0120\ 523635.2 8/31/2015 to third persons or obligations to third parties with respect to matters which arose or accrued during Seller's ownership of the Property. . / SELLER9S INITIALS BUYER9S INITIALI 5.9 Right of First Refusal; Seller9s Purchase Option. -19- SDM 30552-0120\ 523635,2 8131/2015 -20- SDM 30552-0120\ 523635.2 8131/2015 e21 SDFA 30552 -0120\ 523635.2 8/31/2015 -22- SDH\ 30552 -0120\ 523635,2 8/31/2015 materials or otheq nts, may not have been revealed by its investigation. BUYER'S INITIALS SELLER'S INITIALS 5.9.12 SuIrvival. The provisions of this Section 5�9 shall survive the 6o Default by Buyell 6.1 Liquidated Damages. IF ESCROW FAILS TO CLOSE SOLELY DUE TO • DEFAULT OR BREACH • THIS AGREEMENT BY BUYER, SELLER WILL BE DAMAGED AND WILL BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES, M SD I\ 30552-0120\ 523 63 5.2 8/31/2015 notice 7. Notices. Any to be •- to either Party or to Escrow Holder shall be in writing and shall be given either by personal delivery, -• i • =24- SDH\ 30552 -0120\ 523535.2 8/31/2015 similar overnight delivery service), overnight courier or by depositing such notice in the United States first class mail, certified, with return receipt requested, postage prepaid and addressed as follows: -25- SDH\ 30552-0120\ 523635.2 8/31/2015 foregoing if such transmission occurs on a weekend or holiday or after 5:00 p.m. on a weekday, it shall be deemed to have been received at 8:00 a.m. on the immediately following business day. G U- �-- r 9.1 No Modifications. No addition to • modification • any term • provision • this Agreement is effective unless in writing and signed by the Parties. 9.2 Construction of Agreement. The provisions of this Agreement shall not be construed in favor of or against either Party, but shall be construed as if both Parties prepared this Agreement. 9.3 Headings. The Section headings of this Agreement are only for convenience and shall not be deemed to limit the subject of such Sections or to be considered in their construction. 9.4 Governing Law. -fhe laws • the State • Calif•rmia shall govern this 9.5 Time of the Essence. Time is of the essence of each and every provision of this Agreement. 9.6 Further Assurances. Each of the Parties shall execute and deliver all additional papers, documents and other assurances, and shall do all acts and things reasonably necessary in connection with the performance • their obligations under this Agreement to carry out the intent of this Agreement. 9.7 No Waiver. No waiver • a Party • a breach • any • the terms, WIN SDH\ 30552-0120\ 523635.2 8131/2015 -28- SDH\ 30552 -0120\ 523635.2 8/31/2015 SDM 30552- 01201523635.2 8/31/2015 I Attest: By: Name: Its: By: Adria M. Jimenez, CC, City Clerk APPROVED AS TO FORM: Rutan & Tucker, LLP Special Counsel to City of Downey 8/31/2015 SDM 30552-0120\ 523635.2 8/31/2015 30 "Buyer" [SIGNATURE PAGE TO SALE A GREEMENT AND ESCR 0 W INSTR UCTIONS] F-f "—,4=qII1IIIIIIIII III iiiiijillillil 111111111111-111,111 jji;!�l THE CITY OF DOWNEY, a mm mman, I =�� I is I IIIIIII MAMBO" 191111 URN 0 1 K I $J I I I By: In Town Living Delaware corporation its: Managing Member RE By: Todd Olson Its: President of By: Name: Its: "Buyer" EXHIBIT "A" 882/028110 -0010 8540535,2 a07/09/15 EXHIBIT "A9 SDH\ 30552 -0120\ 523635.2 8/31/2015 r r , . 0 THE WESTERLY 44.50 FEET OF THE EASTERLY 189.50 FEET OF THE SOUTHERL 34,75 FEET OF • OF DOWNEY LAND . • • • DOWNEY, COUNTY OF • ANGELES, OF • .' RECORDED BOOK 2 PAGE 434 OF • RECORDS, OFFIC OF • RECORDER r COUNTY. 882/028110 -0010 8540535,2 a07/09/15 _2_ SDH\ 30552- 0120 \523635.2 8/31/2015 • 1i i • • • i w• a r' ' a ` a ' • �' 11 '1 • • � 11 •1' 882/028110- 0010 8540535.2 a07/09/15 r3 SDM 30552-0120\ 5 23 63 5.2 8(3112015 882/028110 -0010 8540535.2 a07/09/15 EXHIBIT "B" SDH\ 30552 -0120\ 523635.2 8/31/2015 DZIDA, CAREY & STEINMAN (SDH) 3 Park Plaza, Suite 750 Irvine, CA 92614 (space Above for Recorders Use) MM090"QF SALE AGREEMENT This Memorandum of Sale Agreement is made on 2015, by THE CITY OF DOWNEY, a California municipal corporation ("Seller"), and OLSON URBAN HOUSING, LLC, a Delaware limited liability company A. Seller is the owner of certain real property in the City of Downey, County of Los Angeles ("County"), State of California, more particularly described in Exhibit "I" hereto ("Property"), B. Seller desires to sell the Property to Buyer, and Buyer desires to acquire the Property from Seller. AGREEMENT THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller agrees as follows: 2. Interpretation. The purpose • this Memorandum is to give notice • the existence of the rights • Buyer or its assignee under the Agreement. If there is any inconsistency between the provisions of this Memorandum and the provisions of the Agreement, the provisions of the Agreement shall control, [SIGNA TURES ON FOLL 6 wiNG PA GE1 882/028110 -0010 10-0010 8540535, 2 .07/09/15 - 8131l2015 SDH\ 30552-0120\ 523635.2 8/31/2015 [SIGNATURE PAGE TO MEMORAND UM OF SALE A GREEMENT] By: Adria M. Jimenez, CC, City Clerk APPROVED AS TO FORM- Rutan • Tucker, LLP Special Counsel to City • Downey 882/028110-0010 8540535.2 a07/09/15 -2- SDFB 30552-0120\ 523 63 5.2 8/3112015 "Buyer" THE CITY OF DOWNEY, a RM Adria M. Jimenez ... _ 882/028110 - 0010 8540535.2 a07/09/15 SIAM 30552 -0120\ 5236352 8/31/2015 By: In Town Living, Delaware corporation Managing N "Buyer "_ A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ()rQ On before me, b, 'S 6f) V-Z k 1 E k C- F certify under PENALTY OF PERJURY under the laws of the State of California thal 882/029110-0010 8540535.2 a07/09/15 -3- SDM 30552-0120\ 5236352 8/31/2015 A notary public • other officer completing this certificate verifies only the identity • 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 ORANGE • September 1, 2015 before me, M Steinkellner, Notary Public, personally appeared Todd Olson & Aaron Hirschi ' who proved to me on the basis • satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that thep executed the same in their authorized cm.cacities- and that bo their signatures on the instrument the persons, ♦ the entity upon behalf of which the persons 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. (SEAL) MMM Notary Public State of California 51 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On September 8, 2015 before me, ;Aria M. Jimenez, Notary Public (insert name and title of the officer) personally appeared Luis H. Marquez 1 who proved to me on the basis of satisfactory evidence to be the person whose nameW is/am subscribed to the within instrument and acknowledged to me that he/sheftey executed the same in his/ authorized capacityksl, and that by his/hefi44eir signature* on the instrument the person(s), or the entity upon behalf of which the person(' 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. G Commission a 0 0 AORIA M. JIMFENTZ--- WITNESS my hand and official seal. * 1971284 Notary Public - California z Los Angeles County �ol My Comm. Expires Mar 5, 2016 t Signatu (Seal) EXHIBIT "1" LEGAL DESCRIPTION OF PROPERTY [See following pages] 882/028110-0010 8540535.2 a07/09/15 8/31/2015 SDM 30552- 01201523635.2 8/31/2015 •ri i a • .' i •.i i' SDH\30552 -0120\ 523635.2 8(31/2015 -2° SDH\ 30552-0120\ 523635.2 8/31/2015 8540535.2 a07 /0 EXHIBIT "C" 8540535.2 a07109f15 SDH\ 30552- 0120\ 523635.2 8/31/2015 (space Above for Recorder's Use) Signature and Notary on Following Pages 882/028110-0010 8540535.2 a07/09/15 8/3112015 SDR\ 30552-0120\ 523635,2 8/31/2015 [SIGNATURE PAGE T SDM 30552- 01201523635.2 8(31(2015 -2- A Notary Public or other officer completing this certificate verifies only the identity of thi individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. A Notary Public or other officer completing this certificate verifies only the identity • the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, • validity of that document. State of California County of I certify under PENALTY OF PERJURY under the laws • the State • California that the foregoing paragraph is true and correct. Signature SDH\30552-0120\ 523635.2 813112015 -3- -1- ... • • '' • • • , ' 1 • • • r • ; . r, a • ; • • �, • • • • . a • . • . � a r . � . � i, ' � �' iii .. a a( . �, i ; ... i' ••' i • i • '' �' i • '' ' , •' i • • • • �• i s i i • • i •; i • i •' i • • • •' • i . � • ... •. �� 1 • • '' �' ; • i r' ` ' ' •' • i' r • • i "' • • ii a � • • • �i i •' i . a i •' ` a ' '' .' ' •' r �' i•• '. a a • i •'� • • • i'• i . � • .. .; �; •� � .�, 1 • • '' �' • �i i i • i • •i • ii • i • ' � • # •+ •' i • . i i, . � . •' '' ,� 1 • • '' � 11 • • ' • ' •+ i 1 • i a, ' • • • �• • • i • i; . •• . .. i' i � �•• .. . . • • i' � • • • ' •�i ' • • r i ra• ' ; i • • •i i � • • •; ' i' ! ;!s•• '. a • • •. i i SDH\ 30552-0120\ 523635.2 8/31/2015 882/028110-0010 8540535.2 a07/09/15 EXHIBIT "D" SDH\ 30552-0120\ 523635.2 8/31/2015 Parcel 1 The Southwesterly 47 feet of that part of Block 13, of Tract of the Downey Land Association, in the City of Downey; County of Los Angeles, State of California, as per map recorded in Book 2 Page 434 of Miscellaneous Records, in the office of the County Recorder of said County, described as follows- Beginning at the Northeasterly corner of said block, thence Westerly along the Northerly line of said block., 145 feet; thence Southerly parallel with the Easterly line of said block, 150 feet; thence Easterly parallel with said Northerly line 145 feet to the Easterly line of said block; thence Northerly along said Easterly line, 150 feet to the point of beginning. Parcel 2. The Northwesterly 37 feet of that portion of Block 13 of Tract of the Downey Land Association, in the City of Downey, County of Los Angeles, State of California, as per map recorded in Book 2 Page 434 of Miscellaneous Records, in the office of the County Recorder of said County, described as follows: Beginning at the Northeasterly corner of said block, thence Westerly along the Northerly line of said block, 145 feet, thence Southerly parallel with the Easterly line of said block, 150 feet; thence Easterly parallel with said Northerly line, 145 feet. to the Easterly line of said block; thence Northerly along said Easterly line, 150 feet to the point of beginning. Except therefrom the Southwesterly 47 feet thereof. Parcel 3: The Southeasterly 37 feet of the Northwesterly 74 feet of that portion of Block 13 of Tract of the Downey Land Association, in the City of Downey, County of Los Angeles, State of California, as per map recorded in Book 2 Page 434 of Miscellaneous Records, in the office of the County Recorder of said County, described as follows: Beginning at the Northeasterly corner of said block, thence Westerly along the Northerly line of said block, 145 feet, thence Southerly parallel with the Easterly line of said block, 150 feet; thence Easterly parallel with said Northerly line 145 feet to the Easterly line of said block; thence Northerly along said Easterly line, 150 feet to the point of beginning. Except the Southwesterly 47 feet thereof. SDH130552 -0120\ 523635.2 8(31/2015 -2- That part of Block 13 of Tract of the Downey Land Association, as per map recorded in book 2, page(s) 434 of miscellaneoas records , described as follows: Beginning at the most Easterly corner of said block; thence Northwesterly along the Northeasterly Uo of said Block, a distance of 145 feet thence Southwesterly pan1jol with the Southetiterly line of said Block, a distance of 150 fett, thence Southeasterly parallel with the said Northeasterly line, a distance of 145 feet to said Southeasterly line; thence Wortboastorly thereon, a distance of 15 feet to the point of beginning, Except from the above described land the Northwesterly 74 feet and the Southweswrly 47 feet thereof. SDH\ 30552-0120\ 523635.2 8/31/2015 SDH\ 30552-0120\ 52363 5.2 8/31/2015 3. [Intentionally Omitted] 5. AS-IS. Licensee is the prior owner • the Land and is fully familiar with the Land. Licensor shall have no duty to inspect the Land and shall have no duty to warn any person of any latent or patent defect, condition or risk that may exist in or on the Land, or that might be incurred in the exercise • the rights granted herein. Licensee specifically acknowledges that (i) SDH\ 30552-0120\ 523635.2 8/31/2015 -1- in connection with its entry upon and use • the Land under this this Agreement, Licens accepts the Land "AS IS," in its existing condition with all faults, and (ii) Licensor makes covenant, warranty or representation respecting the condition of the Land or the suitability of Land for Licensee's proposed use thereof. Notwithstanding the foregoing, nothing contained in this Section above shall operate relieve any Indemnitee from liability for any loss • damage to the extent found • a court • competent jurisdiction to have been caused by the gross negligence • willful misconduct of suc 1-idemnitee. SDH\ 30552-0120\ 523635.2 8/31/2015 -2- SDH\ 30552 -0120\ 523635.2 8/31/2015 -3- Licensee: The City of Downey 11111 Brookshire Avenue Downey, CA 90241 Attn: City Manager 11-01001 M.1 211 1 VON, 11. Survival of Covenants. All covenants and agreements of Licensee hereunder of Licensee herein shall survive the termin ion • s Agreement for any reason. SDM 30552-0120\ 523635.2 8/31/2015 -4- IN WITNESS WHEREOF, the Parties hereto have executed this instrument as of the date first above written. Licensor: Licensee: THE CITY • DOWNEY, a By: Luis H. Marquez, Mayor "Seller" By Adria M. Jimenez, CC, City Clerk Rutan & Tucker, LLP I I I 01•3C UJJISUI LU k-ILJ • ffloviley SDH\ 30552-0120\ 523635,2 8/31/2015 -5- IN WITNESS WHEREOF, the Parties hereto ave executed this instrument as of the date ILurqUIC63.411ro I I oil "Seller" dker, LLP • SDH\ 30552-0120\ 523635.2 8/31/2015 -5- Yi I VAJ KILTAW-4 I CVB I I I I I I UVII a I r, W I It By: In Town Living, Delaware corporation Its: Managing Member Its: Exhibit '11" to License Agreement DESCRIPTION OF THE LAND ':ii_ • WESTERLY THE 44 1 FEET OF r 1 FEET OF t 34.75 FEET OF i OF DOWNEY LAND • • i OF DOWNEY, COUNTY OF ANGELES, . OF • • R . AS PER ..' RECORDED IN BOOK 2 PAGE 434 OF • • US RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF • it COUNTY. SDH\ 30552 -0120\ 523635.2 8/31/2015 -2- EXHIBIT "F" MEMORANDUM OF OPTION AND RIGHT OF FIRST REFUSAL [see following pages] EXHIBIT "F" SDM 30552-0120\ 523635.2 8/31/2015 (space Above for Recorder's Use) MEMORANDUM OF OPTION AND RIGHT OF FIRST REFUSAL This Memorandum • Option and Right • First Refusal is made on—Oq- 11 2015, by THE CITY • DOWNEY, a California municipal corporation ("Seller"), and OLSON URBAN HOUSING, LLC, a Delaware limited liability company ("Buyer"). FSW-Wsfflfl�� A. Buyer has acquired from Seller certain real property in the City of Downey, County of Los Angeles ("County"), State of California, more particularly described in EjhM 1 " hereto ("Property"). B. Buyer is the owner of the real Property in the City of Downey, County of Los Angeles ("County"), State of California, more particularly described eto ("Adjacent Property," and together with the Property, the "Buyer Property"). THEREFORE, for valuable consideration, the receipt and sufficiency • which is hereby acknowledged, Seller agrees as follows: 882/028110-0010 8540535.2 a07/09/15 SDH\ 30552-0120\ 523635.2 8/31/2015 2. Interpretation. The purpose of this Memorandum is to give notice of the existence of the rights • Seller with respect to the ROFR and the Repurchase Option. If there is any inconsistency between the provisions of this Memorandum and the provisions of the Agreement, th-p• • • the Agreement shall control. Ii ii By: Luis H. Marquez, Mayor "Seller" Attest: 7 Special Counsel to City of Downey = � I I ar-1 H WrAyro I UN I I Fffi EF RsHR • � Is 1 0 � M� SDM 30552-0120\ 523635.2 8/31/2015 -2- By: Name: Its: "Buyer" 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, • validity of that document. State • California Abw SDH\ 30552-0120\ 523635.2 8/31/2015 -3- 2. Interpretation. The purpose • this Memorandum is to give notice of the existence of the rights of Seller with respect to the ROFR and the Repurchase Option. If there is any inconsistency between the provisions • this Memorandum and the provisions of the Agreement, the provisions of the Agreement shall control. THE CITY OF DOWNEY, a Im I risel to ity of D SDM 30552- 41201523635.2 8131/2015 1 NZ-1 K &IMN I V-0 I I I I I 1016 E IRM I I 1 • 8 By- In Town Living, Inc., a Delaware corporation Its: Managing Member "'Buyer" A notary public or other officer completing this certificate verifies only the identity of the individual who signed the ocument to which this certificate is attached, and not the truthRitness, accuracy, • validity of that document. STATE OF CALIFORNIA ) ss COUNTY OF ORANGE On September 1, 2015 before me, N, Steinkellner, Notary Public, personally appeared Todd Olson aron Hirschi, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the us, me that thep executed the same in their authorized ca[$�acities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons 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. (SEAL) Notary Public State of California ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On September 8, 2015 before me, Adiria M. Jtr enez, Notary Public (insert name and title of the officer) personally appeared Luis H. Marquez who proved to me on the basis of satisfactory evidence to be the personX whose name(,9f is /ate w subscribed to the within instrument and acknowledged to me that he/ executed the same in his /herftheir authorized capacityo@W, and that by his / signatureW on the instrument the person(,%), or the entity upon behalf of which the personW 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. ADRIA M. JIMENEZ Commission # 1971284 Notary Public - California Los Angales County My Comm. Expires Mar 5. 2016 J (Sean) 882/028110 -0010 8540535,2 a07109/15 SDI-A 30552 - 01201523635.2 8/31/2015 r y . I7_�:Zil�llf i; i• i i; is . . •; . •■ • i 0 i I iamINIIIJI'Lls i f ' • . i •; r • ' 1 lid > • • ■ . . f,; • . • . r 1 • SDH\ 30552 -0120\ 523635.2 8/31/2015 -2 SDH\ 30552-0120\ 523635.2 8/3112015 EXHIBIT 66291 LEGAL DESCRIPTION OF ADJACENT PROPERTY [See following pages] 882/028110 -0010 8540535,:2 a07/09/15 1 8/31/2015 8/31/2015 SDH\ 30552 -0120\ 523635.2 8/31/2015 Parcel 1: The Southwesterly 47 feet of that part of Block 13, of Tract of the Downey Land Association, in the City of Downey, County of Los Angeles, State of California, as per map recorded in Book 2 Page 434 of Miscellaneous Records, in the office of the County Recorder of said County, described as follows' Beginning at the Northeasterly corner of said block, thence Westerly along the Northerly line of said block, 145 feet; thence Southerly parallel with the Easterly line • said block, 150 feet', thence Easterly parallel with said Northerly line 145 feet to the Easterly line of said block; thence Northerly along said Easterly line, 150 feet to the point of beginning. Parcel 2: The Northwesterly 37 feet of that portion of Block 13 of Tract of the Downey Land Association, in the City of Downey. County of Los Angeles, State of California, as per map recorded in Book 2 Page 434 of Miscellaneous Records, in the office of the County Recorder of said County, described as follows- BeGlinning at the Northeasterly comer of said blo&, thence Westerly along the Nort er y line o said block, 145 feet, thence Southerly parallel with the Easterly line of said block, 150 et; thence Easterly parallel with said Northerly line, 145 feet. to the Easterly line of said block; thence Northerly along said Easterly line, 150 feet to the point • beginning. Except therefrom the Southwesterly 47 feet thereof. Parcel 3: The boutheasre--R—y.37 Downey Land Association, in the City of Downey, County of Los Angeles, State of California, as per map recorded in Book 2 Page 434 of Miscellaneous Records, in the off ice of the County Recorder of said County, described as follows: Beginning at the Northeasterly corner of said block, thence Westerly along the Northerly line of said block, 145 feet, thence Southerly parallel with the Easterly line of said block, 150 feet; thence Easterly parallel with said Northerly line 145 feet to the Easterly line of said block; thence Northerly along said Easterly line, 150 feet to the point of beginning. Except the Southwesterly 47 feet thereof. SDM 30552-0120\ 523 63 5.2 8/3172015 -2- I -- R SDH\ 30552 - 0120 \523635.2 8/31/2015 (space Above for Recorder's Use) J •9 - I THE CITY OF DOWNEY, a California municipal corporation ("Grantor"), Does hereby REMISE, RELEASE AND QUITCLAIM to OLSON URBAN HOUSING, LLC, a Delaware limited liability company ("Grantee"), Signature and Notary on Following Pages 882/028110-0010 8540535,2 a07/09/15 8/31/2015 8/31/2015 SDM 30552-0120\ 523635.2 8/31/2015 i w i CITY OF SDM 30552- 01201523635.2 8/31(2015 -2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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. I I certify under PENALTY 0F PERJURY under the laws of the State of California that the foregoing paragraph � = Officer --Tk|e(s)- ` ^ Ll Partner— UUmited F-1 General [] Individual U Attorney inFact LJTrustee |l Guardian or Conservator L] Other Signer |o' 02014 National Notary Association - www.NationaiNotary.org - 1-800-US NOTARY (1-800-876-6827) Item#5907 J ... ..... ... 882/028110- 0010 8540535.2 a07/09/15 SDH\ 30552- 0120 \523635.2 8/31/2015