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ORANGE COUNTY TRANSPORTATION AUTHORITY <br />Purchase and Sale Agreement <br />CONFIDENTIAL <br />This document contains personal <br />information, and pursuant to Civil Code <br />section 1798.2 1, it shall be kept confidential <br />in order to protect against unauthorized <br />disclosure. <br />• Document No. OCS-004-01 also known as APN 008-067-47 in the form of a Public Utility Easement deed <br />attached hereto as Exhibit "1" covering a portion of the City Hall Parking Structure as described and depicted <br />in Exhibits "A" and `B" attached to said Public Utility Easement; and Document No. OCS-004-02 also <br />known as APN 008-067-47 in the form of a Traction Power Substation Easement deed attached hereto as <br />Exhibit "2" covering a portion of the City Hall Parking Structure as described and depicted in Exhibits "A" <br />and 'B" attached to said Traction Power Substation Easement deed (collectively the "City Hall Parking <br />Structure"). <br />• Document No. OCS-008 also known as APN 398-221-23, 008-068-09 in the form of an Easement Deed <br />attached hereto as Exhibit "3" covering a portion of Sasscer Park ("Sasscer Park") as described and depicted <br />in Exhibits "A" and `B" attached to said Easement Deed. <br />• Document No. OCS-009-01 and OCS-009-02 also known as APN 398-351-04, 398-351-05, 398-351-07, and <br />398-351-08 in the form of a Platform and Traction Power Substation Easement deed attached hereto as <br />Exhibit "4" covering a portion of the Santa Ana Regional Transportation Center ("SARTC") as described and <br />depicted in Exhibits "A" and `B" attached to said Platform and Traction Power Substation Easement deed. <br />1. It is agreed that AUTHORITY shall conduct an internal escrow. This PSA constitutes the joint escrow <br />instructions <br />of AUTHORITY and CITY. The parties hereto agree to perform all acts reasonably necessary to close this escrow <br />within sixty (60) days following the opening of escrow. <br />2. (A) AUTHORITY shall pay the CITY the sum of Two Hundred Thousand Dollars and No Cents <br />($200,000.00), the appraised value, for the property at the City Hall Parking Structure when title to said <br />Property interests vests in AUTHORITY free and clear of all liens, deeds of trusts, encumbrances, <br />assessments, easements and leases (recorded and/or unrecorded), and taxes. The CITY will grant at no <br />cost the property interests at Sasscer Park and SARTC. <br />(B) AUTHORITY will pay all usual escrow and recording fees incurred in this transaction, and if title <br />insurance is desired by AUTHORITY, the premium charged therefore. Due to AUTHORITY's status as a <br />public entity, no recording fees will be payable (pursuant to Government Code Section 27383) and no <br />documentary transfer tax will be payable (pursuant to Revenue & Taxation Code Section 11922). <br />(C) It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract, the <br />right of possession and use of the subject property by OCTA, including the right to remove and dispose of <br />improvements, shall commence on the close of escrow controlling this transaction, and that the amount <br />shown in Clause 2 (A) herein includes, but is not limited to, full payment for such possession and use, <br />including damages, if any, from said date. <br />(D) CITY agrees that the payment described in Clause 2 (A) above shall constitute full and fair compensation <br />for any and all claims that CITY, and its successors and assigns, may have against AUTHORITY for the <br />acquisition of the Property interests. <br />(E) The property rights shall transfer upon the close of escrow. <br />(F) Should the property be materially destroyed by fire, earthquake, or other calamity without the fault of <br />either party, this contract may be rescinded by AUTHORITY; in such an event, AUTHORITY may <br />reappraise the property and make an offer thereon. <br />(G) In the event AUTHORITY determines that acquisition of the Property interests is no longer feasible for <br />the Project, AUTHORITY may revoke this offer at any time. <br />20A-10 <br />