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PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
<br />AND BILATERAL ESCROW INSTRUCTIONS
<br />THIS AGREEMENT (hereinafter "PSA" or this "Agreement"), entered into on DC40� .15; 2c
<br />2022 between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized ufider the
<br />Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and, RIF40, LLC, a California
<br />limited liability company (hereinafter "Seller"), regardless of number or gender;
<br />THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject
<br />to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to
<br />purchase from Seller, that certain real property (hereinafter "Said Real Property" or "Property") legally
<br />described as follows.
<br />SEE EXHIBIT "A" - Legal Description
<br />ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
<br />(Commonly known as 4404 W. 1 st Street, Santa Ana, CA 92703)
<br />(APN: 188-021-08)
<br />Said purchase and sale of Said 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 said real property to City, by Grant Deed, at the
<br />office of Fidelity National Title, 4400 MacArthur Blvd., Suite 200, Newport Beach, California, within thirty (30)
<br />days from and after the date on which the City has approved this Agreement. The City shall approve this PSA
<br />by December 7, 2022.
<br />2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided,
<br />said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions,
<br />restrictions, reservations, exceptions, easements, assessments, profits, limitations. encumbrances (whether
<br />monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or
<br />defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to
<br />said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further
<br />agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition,
<br />restriction, reservation, exception, easement, assessinent, profit, limitation, encumbrance (whether monetary
<br />or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in
<br />title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be
<br />conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to
<br />convey title as hereinabove provided.
<br />3. Title Insurance. Seller agrees to use commercially reasonable efforts to deliver to City, concurrently
<br />with the conveyance of said real property to City, within the time and at the place hereinabove specified for
<br />said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title
<br />company, with the City therein named as the insured, in the amount of $10,500,000 (Ten Million Five
<br />Hundred Thousand Dollars) insuring the title of the City to said real property is free and clear of any and all
<br />conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations,
<br />encumbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold
<br />interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly
<br />agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance
<br />complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to
<br />such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or
<br />any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title
<br />insurance as required in this Agreement.
<br />City Council 7-5 11/1/2022
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