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A-2019-214 O: PWA I / ) Leticia Lopez AGREEMENT OF PURCHASE AND SALE ASSESSOR PARCEL NUMBER(S): 399-085-11 THIS AGREEMENT of Purchase and Sale ("Agreement'), dated November 19 , 2019, is entered into by and between the CITY OF SANTA ANA, a California charter city and municipal corporation ("Seller") and IAS Management("Buyer") for the acquisition by Buyer of certain real property described below. RECITALS A. Seller owns certain real property commonly known as Orange County Assessor Parcel Nos. (APN) 399-085-11 located at 1725 N Bristol St. in the City of Santa Ana, County of Orange, State of California. Buyer desires to purchase a fee interest in such real property owned by Seller as more particularly described and depicted in Exhibit "A", attached hereto and made part hereof ("Property"), and Seller desires to sell the Property. B. A copy of the Grant Deed for the Property in executable format, by which Seller shall convey the Property to Buyer upon the Close of Escrow (as defined below) is attached as Exhibit "B" and incorporated by this reference. C. The parties desire by this Agreement to provide the terms and conditions for the purchase and sale of the Property. AGREEMENT The parties therefore agree as follows: PURCHASE Buyer agrees to buy, and Seller agrees to sell and convey, the Property for the purchase price and upon the terms and conditions hereinafter set forth. 2. ESCROW Upon execution of this Agreement by all parties, the parties shall open an escrow ("Escrow") with Commonwealth Land Title Company ("Escrow Holder"), whose address is 4100 Newport Place Drive, Suite 120, Newport Beach, CA 92660, for the purpose of consummating the purchase and sale of the Property, as described herein. The date on which Escrow is opened with Escrow Holder shall be referred to as the "Effective Date." The parties shall execute and deliver to Escrow Holder such escrow instructions prepared by Escrow Holder, as may be required to consummate the transaction contemplated by this Agreement. If there is any inconsistency between such instructions and this Agreement, this Agreement shall control unless the parties expressively agree in writing otherwise. The Escrow instructions shall include the following terms and conditions of sale: