Recording Requested By and
When Recorded Mail To:
Anaheim Housing Authority )
200 South Anaheim Boulevard )
Anaheim, California 92805 )
Attention: Authority Secretary/City Clerk )
SPACE ABOVE THIS LINE FOR
RECORDER
(This document is exempt from the
payment of a recording fee per Govt Code
Section 27383.)
GROUND LEASE OPTION AGREEMENT
This GROUND LEASE OPTION AGREEMENT (“Lease Option Agreement”), dated, for identification purposes only, as of , 2024 (“Effective Date”), is entered into by and between the ANAHEIM HOUSING AUTHORITY , a public body, corporate and politic (“Authority”), and JHC-ACQUISITIONS LLC , a California limited liability company , or an assignee approved by the Authority (“Developer”). Authority and Developer collectively constitute the “Parties”, with each being a “Party.”
RECITALS
The following recitals are a substantive part of this Agreement:
A. Authority is a housing authority duly established and operating as a local housing authority under the California Housing Authorities Law, Part 2 of Division 24, Section 34200, et seq., of the Health and Safety Code ( “HAL”), and has been authorized to transact business and exercise the power of a California housing authority pursuant to action of the City Council of the City of Anaheim (“City Council”).
B. Authority and Jamboree Housing Corporation, which serves as the Manager of Developer, have negotiated the terms and conditions of and entered into that certain Preliminary Award Letter dated August 13, 2024 , 2024, which is incorporated herein by reference (“Award Letter”), to pursue various activities toward the development, financing, and operation of a proposed 32-unit affordable rental housing development as described with greater particularity within the Award Letter.
C. The Parties have made substantial progress in moving forward with the consummation of those activities described in the Award Letter. Based upon such progress, as well as the continued interest of each Party in moving forward with those undertakings for the respective Parties as set forth in the Award Letter, the Parties desire at this time to further formalize arrangements for additional activities in implementation of the Award Letter , including a commitment by Authority to enter into a ground lease with Developer for certain
real property referred to as the Site in the Award Letter and as legally described in Exhibit A, attached and incorporated herein, subject to the Award Letter Conditions Precedent and the satisfaction of certain other conditions precedent as more fully set forth in this Lease Option Agreement.
D. This Lease Option Agreement is in the vital and best interest of the City of Anaheim, California, and the health, safety and welfare of its residents.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained, Authority and Developer agree as follows:
1. Capitalized Terms. Except to the extent expressly defined herein, capitalized terms shall have the meanings established under the Award Letter.
2. Grant of Option; Option Consideration. Authority, as optionor, grants to Developer, as optionee, the option (“Option”) to lease the Site on the terms and conditions set forth in this Lease Option Agreement (including without limitation Section 3 hereof). The term of the Option shall commence on the Effective Date and shall continue until the Letter E xpiration Date as defined and set forth in the Award Letter (“Expiration Date”). As of the Expiration Date, this Lease Option Agreement and the Option shall automatically terminate without the need of any notice or documentation; upon such termination, neither Party shall have any further rights or obligations under this Lease Option Agreement. (a) The Option may only be exercised subject to the Parties agreeing on a final form of ground lease and subject to Developer having provided evidence reasonably satisfactory to Authority that Developer has obtained financing adequate to develop the affordable rental housing Project on the Site reasonably acceptable to Authority, and which is financed in part using 4% Tax Credits.
(b) In consideration of the grant of Option, Developer shall pay to Authority the sum of One Hundred Dollars ($100.00) (“Option Consideration Amount”) within two (2) days after the Effective Date. The Option Consideration Amount shall be retained by Authority as its sole property.
3. Form of Ground Lease . The form of ground lease by which Authority expects to provide a transfer of ground leasehold interest in the Site to Developer will be substantially in the form customarily utilized by Authority in comparable affordable rental housing transactions subject to laws and regulations , the terms contained in the Award Letter, and commercially reasonable market conditions at such time as evaluated by Authority when the Parties are negotiating and entering into the ground lease ( “Form of Ground Lease”). The Form of Ground Lease will include various terms, including without limitation with respect to construction, insurance, indemnity, criteria for selection of tenants, income limits, what constitutes Affordable Rent, reporting requirements, property management, and maintenance standards. It is contemplated that the final form of ground lease will include the final terms of financing and development of the Project, consistent with the Award Letter.
4. Conditions to Closing; Closing of Financing. The obligation of Authority to execute and deliver possession of the Site pursuant to the Option granted hereunder to Developer to ground lease the Site shall be subject to conditions customarily and normally applied by
Authority in connection with affordable housing transactions which utilize ground leases such as: a delineation of improvements required in detail reasonably satisfactory to Authority; requirements that evidence of financing, reasonably satisfactory to the Executive Director of the Authority, be in place; and requirements that a title insurer reasonably acceptable to Authority and Developer be prepared to insure leasehold title to the Site, including all portions thereof, subject only to encumbrances which do not render leasehold title unmerchantable.
The Parties acknowledge that certain steps will be needed in order for the condition of title as the entire Site to be rendered merchantable, and agree to take commercially reasonable actions necessary and appropriate in order to accomplish such a result.
5. Activities of Executive Director. The Executive Director is authorized and directed to take such actions as the Executive Director shall deem necessary or convenient to implement the disposition of a ground leasehold interest in the Site as provided above, and as generally described in the Award Letter.
6. Reaffirmation. Each of the Parties reaffirms its desire to proceed with implementation of those respective responsibilities and activities and further described in the Award Letter.
7. No Third-Party Beneficiaries. This Lease Option Agreement is made for the purpose of setting forth rights and obligations of Authority and Developer, and no other person shall have any rights hereunder or by reason hereof. There shall be no third-party beneficiaries of the Award Letter or this Lease Option Agreement.
8. Effectiveness. This Lease Option Agreement shall be effective as of the Effective Date and shall remain in effect until the Expiration Date.
9. Interpretation. This Lease Option Agreement shall be interpreted to effectuate the terms of the Award Letter as modified hereby, in accordance with the laws of the State of California, and as if prepared and reviewed equally by the Parties. This Lease Option Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the Parties hereto have caused this Lease Option Agreement to be executed as of the Effective Date.
(signatures on following pages)
DEVELOPER:
JHC-ACQUISITIONS LLC,
a California limited liability company
By: Jamboree Housing Corporation,
a California nonprofit public benefit corporation
Its: Manager
By:
Michael Massie, Executive Vice
President and Chief Development
Officer
(Ground Lease Option Agreement signatures continue on following page)
(Ground Lease Option Agreement signatures continued from previous page)
AUTHORITY:
ANAHEIM HOUSING AUTHORITY, a public
body, corporate and politic
By:
Grace Ruiz-Stepter, Executive Director
or Authorized Designee
ATTEST:
THERESA BASS, AUTHORITY SECRETARY
Theresa Bass or Authorized Designee
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Ryan O. Hodge, Deputy City Attorney IV
or Authorized Designee
Exhibit A
Legal Description
EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
Parcel 1:
Those portions of lots 13, 16, 17 and 18, in Tract No. 1843, in the City of Anaheim, County of Orange, State of California, as per Map recorded in Book 53, Pages 45 and 46 of Miscellaneous Maps, in the Office of the County Recorder of said County, together with that portion of the ally lying between said Lots 13 and 18, vacated by a Resolution of the City Council of said City of Anaheim, a copy of which was recorded November 15, 1954 in Book 2869 Page 219 of Official Records, lying Easterly and Southerly of the following described line:
Beginning at the Southwest corner of said Lot 13; thence North 0° 25’ 53” East 15.00 feet along the West line of said lot; thence South 89° 34’ 07” East 125.00 feet parallel with the Southerly line of said lot to a line parallel with and distance Easterly 5.00 feet from the Westerly line of said Lot 18; thence Northerly
50.00 feet along said last mentioned parallel line to its intersection with the Easterly prolongation of the Northerly line of said Lot 13; thence Westerly 5.00 feet along said parallel line to its intersection with the Westerly line from Lot 18; thence Northerly 11.35 feet to the Southwesterly corner of said Lot 17; thence Easterly 20.00 feet along the Southerly line of said Lot 17; thence Northerly 143.56 feet parallel with the Easterly line of Placentia Avenue, as shown on said map to the Northerly line of said Lot 16.
EXCEPT that portion of said alley lying Southerly of the Easterly prolongation of the South line of said Lot 13, as per document recorded February 4, 2004 as Instrument No. 200400084618 of Official Records.
ALSO EXCEPT all oil, gas and other hydrocarbon substances below a depth of 500 feet from the surface of said land, but without the right of surface entry thereon, as provided in a document recorded October 8, 1953 in Book 2590, Page 404, Official Records.
Parcel 2:
An easement for ingress and egress as granted TO Dr. Leon L. Newman and Dr. Andrew M. Bloss, and others, in that certain Agreement recorded October 25, 1956 in Book 3690, Page 204, Official Records, over a strip of land 15 feet in width along the Northerly boundary of that portion of Section 12, Township 4 South, Range 10 West in the Rancho San Juan Cajon de Santa Ana, including a portion of Lots 12 and 19 of Tract No. 1843, partly, as per Map recorded in Book 53, Pages 45 and 46, Miscellaneous Maps, and including a portion of the alley adjoining said Lots 12 and 19 as shown on said map and vacated by Resolution of the City Council of the City of Anaheim, a certified copy of which was recorded November 15, 1954 in Book 2869, Page 219, Official Records, described as follows:
Beginning at the intersection of the centerline of Placentia Avenue and Anaheim Olive Road, as shown on said map; thence on the centerline of Placentia Avenue North 0° 11’ 45” East 4.25 feet; thence North 0° 25’ 53” East 195.19 feet; thence South 89° 34’ 07” East 190.00 feet to the West line of that portion of Lot 19 of said Tract No. 1843, conveyed to the Hill Company, a corporation, by deed recorded October 20, 1954 in Book 2847, Page 496, Official Records; thence South 0° 25’ 53” West 52.33 feet along th e West line of said Bill Company land to the center line of the alley adjoining said Lot 19 on the South; thence South 76° 12’ 44” East 5.14 feet along said centerline to the Northerly prolongation of the East line of the West 35.00 feet of Lot 12 of Tract No. 1843; thence South 0° 25’ 53” West 182.74 feet along said East line and its prolongation to the centerline of said Anaheim- Olive Road; thence North 78° 52’ 26” West 198.44 feet to the point of beginning.
APN: 083-343-33
Jurat
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,
personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 instrumen t 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
Jurat
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,
personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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