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5489135.1 2 <br />THIS PURCHASE AND SALE AGREEMENT (this “Contract”), dated as of June __, 2023 <br />(the “Effective Date”), is made by and between DYER 18 LLC, a Delaware limited liability company, <br />having an address at 240 Newport Center Drive, Suite 200, Newport Beach, CA 92660 (“Seller”) and <br />THE CITY OF SANTA ANA, a California municipal corporation, having an address at 20 Civic <br />Center Plaza, Santa Ana, California 92701 (“Purchaser”). <br /> <br />W I T N E S S E T H : <br />WHEREAS, concurrently herewith, Seller and Purchaser have entered into that certain <br />Settlement Agreement with Mutual Releases (the “Settlement Agreement”); <br />WHEREAS, capitalized terms used but not defined herein shall have the respective meanings <br />ascribed to such terms in the Settlement Agreement; <br />WHEREAS, pursuant to the Settlement Agreement, Seller has agreed to sell and Purchaser <br />has agreed to purchase the “Property” (as hereinafter defined) upon the terms and conditions set forth <br />herein; <br />NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows: <br /> <br />1. Intentionally Omitted. <br />2. Subject of Sale. <br />2.1. Seller agrees to sell and convey to Purchaser the Property and Purchaser agrees to purchase <br />from Seller the Property subject to the terms and conditions contained in this Contract. <br />2.2. This sale includes all right, title and interest of Seller, in and to the following (collectively, <br />the “Property”): <br />a) The “Real Property” collectively consisting of the following: <br />i) that certain parcel of land, as the same is more particularly described on <br />Exhibit A attached hereto (the “Land”); <br />ii) the buildings and other improvements (together with all fixtures) erected on <br />the Land (collectively, the “Improvements”, and together with the Land, the <br />“Premises”); <br />iii) any land lying in the bed of any street, road or avenue opened or proposed, <br />adjacent to the Land, to the center line thereof, and all right, title and interest <br />of Seller in and to any award made or to be made in lieu thereof and in and to <br />any unpaid award for damage to the Property by reason of change of grade of <br />any street; <br />iv) rights of way, appurtenances, easements, sidewalks, alleys, gores, or strips of <br />land adjoining or appurtenant to the Land and used in connection therewith; <br />EXHIBIT 1