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INSURANCE NOT REQUIRED A-2023-058
<br />WORK MAY PROCEED
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<br />CLERK OF THfp5lJl C7C AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
<br />AND BILATERAL ESCROW INSTRUCTIONS
<br />DATE APR 0 6 1013
<br />THIS AGREEMENT (hereinafter "PSA"), entered into on , 2023, 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 />SEE EXHIBIT "A" — Legal Description
<br />ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
<br />(Commonly known as 843 North Garnsey Street, Santa Ana, CA 92701)
<br />(APN: 005-142-02)
<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, 31" 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 specked 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 $750,000 (Seven Hundred Fiftyty Thousand Dollars) insuring the title
<br />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.
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