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PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
<br />AND BILATERAL ESCROW INSTRUCTIONS
<br />THIS PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL
<br />ESCROW INSTRUCTIONS (hereinafter "PSA" or "Agreement"), dated January 9, 2019 for purposes of
<br />reference only and entered into effective as of the date of the last signature below (the "Effective Date"), is by
<br />and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the
<br />Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Tesoro Refining & Marketing_
<br />.Company LLC,'a Delaware limited liability company (hereinafter "Seller"). Buyer and Seller are each a "Party"
<br />to this PSA, and collectively are the "Parties" to this PSA.
<br />THEREFORE, for and in consideration of the mutual promises, covenants and agreements set forth herein,
<br />and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees
<br />to purchase from Seller, that certain real property commonly known as -2245 South Main Street; Santa Ana,
<br />California, having Assessor's Parcel Number 403 -141 -08; -and legally described as set forth in Exhibit "A"
<br />attached hereto (hereinafter, the "Real Property").
<br />Said purchase and sale of the Real Property shall be in accordance with and subject to all of the following
<br />terms, conditions, promises, covenants, agreements and provisions, to wit:
<br />1. Conveyance by Seller. Seller agrees to convey the Real Property to City by Grant Deed, in the form
<br />attached hereto as Exhibit "B", at the office of Commonwealth Title Company at 4100 Newport Place Drive,
<br />Suite 120, Newport Beach, California upon the close of escrow as defined in Section 4 below.
<br />2. Title to be Conveyed. Seller agrees that, except as may be otherwise expressly provided in this PSA
<br />(including in Section 15 below), the Real Property shall be conveyed by Seller to City free and clear of any and
<br />all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations,
<br />encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold
<br />interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller further
<br />agrees that acceptance by City of the Grant Deed to the Real Property, with or without knowledge of any
<br />condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether
<br />monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or
<br />defect in title, except as the same is disclosed in or allowed by this PSA, shall not constitute a waiver by City
<br />of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which
<br />might accrue to City because of the failure of Seller to convey title as hereinabove provided.
<br />3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of the Real Property
<br />to City, within the time and at the place hereinabove specified for said conveyance of the Real Property, a
<br />policy of title insurance to be issued by the above mentioned title company, with the City therein named as the
<br />insured, in the amount of Two Million Seven Hundred Fifty Thousand and no/100 Dollars ($2,750,000.00)
<br />insuring the title of the City to the Real Property is, except as otherwise allowed by or provided for in this PSA,
<br />free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits,
<br />limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any and all
<br />leasehold interests), liens, clouds or defects in title. Acceptance by City of any such policy of insurance,
<br />whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver
<br />by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of
<br />action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title
<br />or to provide title insurance as required in this Agreement.
<br />4. Escrow. City agrees to open an escrow at the office of Commonwealth Title Company, 4100 Newport
<br />Place Drive, Suite 120, Newport Beach, California, (the "Escrow Agent") within five (5) days from and after the
<br />Effective Date of this Agreement. This Agreement constitutes the joint escrow instructions of the City and the
<br />Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of
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<br />EXHIBIT 2
<br />251-5
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