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| �N[J'Q�0UIIED A-2019°010
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<br />CL�TIK OF COUNCIL
<br />Njw&N� 74 2013
<br />A0) PURCHASE ANDSALE AGREEMENT FOR ACQUISITION 0FREAL 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 "/\oneonoenC'). dated January 0. 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 ufthe State 0fCalifornia (hereinafter "Cib/^0r"BU /').mOdTnunruRefining&Moyk8tinQ
<br />Company LLC, a Delaware limited liability company (hereinafter "Seller'). Buyer and Seller are each 8^Partv"
<br />t0this PSA, and collectively are the "Padiea'tnthis 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 />Ca|ifnrnia.havingAnS000ur'aP8r0e|NUmber4O3`141-O8.ond|ega||ydasoribodausetforthiUEnhlb\t''A"
<br />attached hereto (horeinafter,the "Real Propedy').
<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 t0convey the Real Property tnCity byGrant Deed, i0the form
<br />attached hereto as Exhibit "B", at the office of Commonwealth Title Company at 4100 Newport Place Drive,
<br />Suite 128,Newport Beach, California upon the close ofescrow 88defined |nSection 4below.
<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 C0ndiUnDo, restrictions, r88eyvatioDu, exceptions, easements, 800000montn. profits, limitations,
<br />ennUn1broAOoa (whether monetary or n0n'nnonotary, general or sp8dfiC, including any and all |aoaoho|d
<br />iAtere$1e}.liens, clouds ordefects iotitle except those exceptions shown iDParagraph 15below. 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 tnCity because ofthe failure ufSeller toconvey title aShereinabove 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 Oftitle insurance toboissued bythe above mentioned title company, with the City therein named oothe
<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 />|eao8huN intarea[y), iiens, clouds nrdefects in title. Acceptance bvCity nfany such policy 0finsurance,
<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 U1|e 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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