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INSURANCE NOT REQUIRED A-2022-234 <br />WORK MAY PROCEED <br />p <br />CLERK OF THE C B� ,,TE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY <br />_4 DEC 13 2022 AND BILATERAL ESCROW INSTRUCTIONS <br />DATE: <br />THIS AGREEMENT (hereinafter "PSA"), entered into on De4fe n W GAAA, 2022, between the CITY OF <br />SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the <br />State of California (hereinafter "City" or 'Buyer"), and, Garnsey Corp., a Delaware Corporation ("Seller'), <br />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 purchase <br />from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows: <br />0'. GIOA( KiPJ Ael A)123p -- SEE EXHIBIT "A" — Legal Description <br />ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF <br />(Commonly known as 841 North Garnsey Street, Santa Ana, CA 92701) <br />(APN: 005-142-03) <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 Ticor Title, Johna L. Cannon - Title Officer, 1500 Quail Street, 3rd Floor, Newport Beach, California, <br />johna@ticortitle.com, within sixty (60) days from and after the date on which the City has approved this <br />Agreement. <br />2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly <br />provided, said real property shall be conveyed by Seller to City, as aforesaid, 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, including any and all leasehold <br />interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller <br />hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as <br />provided above. Seller further agrees that acceptance by City of any deed to said real property, with or <br />without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, <br />limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all <br />leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and <br />clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City <br />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 said real <br />property to City, within the time and at the place hereinabove specified for said conveyance of said real <br />property, a policy of title insurance to be issued by the above mentioned title company, with the City therein <br />named as the insured, in the amount of $765,000 (Seven Hundred Sixty Five Thousand Dollars) insuring the <br />title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, <br />exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - <br />monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, <br />excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City <br />of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or <br />not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a <br />waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason <br />of the failure of Seller to convey title or to provide title insurance as required in this Agreement. <br />