PURCHASE AND SALE AGREEMENT (Lab Holding Project)

This PURCHASE AND SALE AGREEMENT (Lab Holding Project) (this “Agreement”), dated for identification purposes only as of January 1, 2016 (the “Date of this Agreement”), is entered into by and between the CITY OF ANAHEIM , a municipal corporation and charter city (the “City”), and the ANAHEIM HOUSING AUTHORITY , a public body, corporate and politic and legal entity (the “Authority”).

R E C I T A L S

A. As of the Date of this Agreement, Lab Holding, LLC, (the “Developer”) has entered into a Disposition and Development Agreement with the City (the “Disposition and Development Agreement”) for certain parcels of real property, including without limitation those parcels described in Exhibit A hereto (the “Map”), record title to which is held in the Authority as of the Date of this Agreement; such parcels are referred to herein as the “Real Property.” The Map is incorporated herein by reference. The Real Property consists of two parcels, “Project Site No. 2” and “Project Site No. 4” as so delineated on the Map. The Real Property is legally described in the legal description attached as Attachment No. 1 to the Grant Deed (defined below).

B. The Real Property is not suitable for use by the Authority for the development of affordable housing and there are other properties which are more promising for such development.

C. Developer desires to acquire the Real Property in connection with the redevelopment for commercial and other uses pursuant to the Disposition and Development Agreement. The Authority desires to facilitate such efforts, and agrees to sell the Real Property to the City on the terms and conditions set forth herein.

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:

SECTION 1. EXCHANGE OF VALUE BETWEEN CITY AND AUTHORITY .

Authority agrees to convey to City, upon receipt of request therefor by the City Manager acting on behalf of City, the Real Property. City agrees to bear all costs associated with the conveyance of the Real Property to City, including without limitation title insurance (if obtained by City), recording fees, legal costs and any other costs in connection with the conveyance of the Real Property by Authority to City. Conveyance is to be accomplished by use of a grant deed substantially in the form of Exhibit B hereto (the “Grant Deed”).

Concurrent with the conveyance of the Real Property to City, City shall provide to Authority the sum of Five Million, Three Hundred Thousand Dollars ($5,300,000) (the “Purchase Price”) to Authority in the form of (i) all cash or, at City’s election, (ii) a portion in cash and the remainder in the form of an assignment of that certain Promissory Note to be delivered by Developer as maker under the Disposition and Development Agreement, substantially in the form of Exhibit R thereto (the Promissory Note”). The Promissory Note is to be secured by a deed of trust (the “Deed of

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Trust”) substantially in the form of Exhibit S to the Disposition and Development Agreement. In the event City elects to make payment to Authority partly in cash and partly by delivery of the Promissory Note, which shall be secured by the Deed of Trust, City shall, through the City Manager or his designee, execute an instrument assigning to Authority the interests of the payee under the Promissory Note and the interests of the beneficiary under the Deed of Trust. City shall execute and delivery to Authority such instruments as Authority may reasonably request for the purpose of further evidencing and implementing the assignment of the Promissory Note and Deed of Trust by City to Authority.

If part of the Purchase Price consists of a transfer of the Promissory Note and Deed of Trust by City to Authority, City shall, at its cost, arrange for title insurance based upon the original principal amount of the Promissory Note (or such other amount as may mutually be agreed upon by the Authority and the City, each acting through its respective chief executive officer) in substantially the condition described in the Disposition and Development Agreement as to any deed of trust to be given to the City.

To the extent required by law, Authority agrees that it will apply the Purchase Price directly to assist one or more housing projects for persons of low income or very low income.

SECTION 2. LIABILITY AND INDEMNIFICATION .

In contemplation of the provision of Section 895.2 of the California Government Code imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895.4 and 895.6 of such Code, each of the Parties, as between themselves, pursuant to the authorization contained in Section 895.4 and 895.6 of such Code, will each assume the full liability imposed on it, or any of its officers, agents, or employees by law for injury caused by negligent or wrongful act or omission occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 of such Code.

To achieve the above-stated purposes, each Party indemnifies and holds harmless the other Party for any loss, costs or expense that may be imposed upon such other Party solely by virtue of such Section 895.2. The provisions of Section 2778 of the California Civil Code are made part hereof as if fully set forth herein.

SECTION 3. EFFECTIVE DATE

This Agreement shall take effect from and after the later to occur of (1) the date of approval hereof by the Authority Board and the City Council and (2) the effective date of the Disposition and Development Agreement.

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IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE RESPECTIVE DATES SET FORTH BELOW.

“CITY”

CITY OF ANAHEIM a municipal corporation and charter city

Dated: , 2016 By: John E. Woodhead IV, Community Development Director

ATTEST:

LINDA N. ANDAL, CITY CLERK

City Clerk

APPROVED AS TO FORM:

MICHAEL HOUSTON, CITY ATTORNEY

Theodore J. Reynolds Assistant City Attorney

[Signature block for Purchase and Sale Agreement continued on next page]

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[Signature block for Purchase and Sale Agreement continued from previous page]

AUTHORITY:

ANAHEIM HOUSING AUTHORITY , a public body, corporate and politic and legal entity

Dated: , 2016 By: John E. Woodhead IV, Executive Director

ATTEST:

LINDA N. ANDAL, HOUSING AUTHORITY SECRETARY

Authority Secretary

APPROVED AS TO FORM:

MICHAEL HOUSTON, CITY ATTORNEY

Theodore J. Reynolds Assistant City Attorney

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EXHIBIT A

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EXHIBIT A MAP

BROADWAY

EXHIBIT B

GRANT DEED

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:

City of Anaheim 200 South Anaheim Boulevard, Seventh Floor Anaheim, California 92805 Attn: City Clerk

APN: 037-111-29, 30; 037-24-11; 251-071-23, 24

SPACE ABOVE THIS LINE FOR RECORDER’S USE

Exempt from recording fee and documentary transfer tax pursuant to Government Code Section 27383.

GRANT DEED

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the ANAHEIM HOUSING AUTHORITY, a public body corporate and politic and legal entity (“Grantor”), hereby grants to the City of Anaheim, a municipal corporation and charter city (“Grantee”), that certain real property located in the County of Orange, State of California (the “Land”), more particularly described on Attachment No. 1 attached hereto and incorporated herein by this reference.

B-1

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of , 201_.

ANAHEIM HOUSING AUTHORITY, a public body corporate and politic and legal entity

By: John E. Woodhead, IV, Executive Director

ATTEST:

LINDA N. ANDAL, AUTHORITY SECRETARY

Authority Secretary

APPROVED AS TO FORM:

MICHAEL HOUSTON, CITY ATTORNEY

Theodore J. Reynolds Assistant City Attorney

B-2

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:

PROJECT #2: HOMEMADE

LOTS 17 THROUGH 23 INCLUSIVE IN BLOCK M OF THE CENTER TRACT, AS PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, MINERAL, GAS OR OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND ABOVE SUCH 500 FOOT DEPTH, AS RESERVED IN DEED RECORDED MAY 05, 1989 AS INSTRUMENT NO. 89-238472, OFFICIAL RECORDS. APN: 037-024-11, and

THE NORTH 100 FEET OF LOTS 17 THROUGH 23, INCLUSIVE, IN BLOCK L OF THE CENTER TRACT AS PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM MINERAL AND OTHER RIGHTS AS RESERVED BY SOUTHERN PACIFIC COMPANY IN DEED RECORDED DECEMBER 20, 1958, IN BOOK 4528, PAGE 251 OF OFFICIAL RECORDS. APN: 037-111-29, and

THE SOUTH 35 FEET OF LOTS 17 THROUGH 23, INCLUSIVE, IN BLOCK L OF THE CENTER TRACT AS PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 037-111-30

PROJECT #4: BURNS & ORGERON PROPERTY

BURNS

LOT 33 OF TRACT NO. 212 IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 13 PAGE(S) 1 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. APN: 251-071-24, and

ORGERON

BEGINNING AT THE SOUTHEAST CORNER OF VINEYARD LOT G-4, AS PER MAP THEREOF RECORDED IN BOOK 4, PAGE 630 OF DEEDS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA AND RUNNING THENCE WESTERLY ALONG THE SOUTH LINE OF SAID VINEYARD LOT 209 FEET; THENCE AT RIGHT ANGLES NORTHERLY PARALLEL WITH THE WESTERLY LINE OF SAID VINEYARD LOT, 126.69 FEET; THENCE AT RIGHT ANGLES EASTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID VINEYARD LOT, 209 FEET MORE OR LESS, TO THE EASTERLY LINE OF SAID VINEYARD LOT; THENCE AT RIGHT

ATTACHMENT NO. 1-1

ANGLES SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT, 126.69 FEET MORE OR LESS, TO THE SOUTHEAST CORNER OF SAID VINEYARD LOT AND THE POINT OF BEGINNING.

EXCEPT THEREFROM THE EASTERLY 9 FEET.

ALSO EXCEPT THE SOUTHERLY 21.75 FEET THEREOF CONVEYED TO THE CITY OF ANAHEIM, FOR WIDENING WEST WATER STREET BY DEED RECORDED APRIL 16, 1947, AS INSTRUMENT NO. 16282 IN BOOK 1521, PAGE 70 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY. APN: 251-071-23

APN: 037-111-29, 30; 037-24-11; 251-071-23, 24

C-4

CERTIFICATE OF ACCEPTANCE

This is to certify that the fee interest in real property conveyed under the foregoing Grant Deed by the Anaheim Housing Authority as to the following property:

[to come].

APN:

is hereby accepted by the Community Development Director of the City of Anaheim on behalf of the City Council of the City of Anaheim pursuant to authority conferred by action of the City Council on

__, ____, and the Grantee consents to recordation thereof by its duly authorized officer.

CITY OF ANAHEIM , a municipal corporation and charter city

Dated: , 201_ By: John E. Woodhead, IV Its: Community Development Director

ATTEST:

Linda N. Andal City Clerk

APPROVED AS TO FORM:

MICHAEL HOUSTON, CITY ATTORNEY

Theodore J. Reynolds Assistant City Attorney

Partner(s) Limited General Attorney-In-Fact Trustee(s) Guardian/Conservator Other:

Signer is representing: Name Of Person(s) Or Entity(ies)

Number Of Pages

Date Of Documents

Signer(s) Other Than Named Above

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA ) ) ss.

COUNTY OF )

On , before me, , Notary Public, (Print Name of Notary Public)

personally appeared

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same 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 DESCRIPTION OF ATTACHED DOCUMENT

Individual Corporate Officer

Title Or Type Of Document Title(s)

Partner(s) Limited General Attorney-In-Fact Trustee(s) Guardian/Conservator Other:

Signer is representing: Name Of Person(s) Or Entity(ies)

Number Of Pages

Date Of Documents

Signer(s) Other Than Named Above

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA ) ) ss.

COUNTY OF )

On , before me, , Notary Public, (Print Name of Notary Public)

personally appeared

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same 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 DESCRIPTION OF ATTACHED DOCUMENT

Individual Corporate Officer

Title Or Type Of Document Title(s)