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EXHIBIT 2
<br />PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
<br />AND BILATERAL ESCROW INSTRUCTIONS
<br />THIS AGREEMENT (hereinafter "PSA"), entered into on ,2021,
<br />between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized. under the
<br />Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Gates Warner, LLC, a
<br />California L! miteal Liability Company (hereinafter "Soper"), rega rdle---- of number or gender, -
<br />THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and
<br />subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees
<br />t6 purchase fr6rh S6116f, th6t d6ftaih e661 Or&06fty rights (hereinafter 661ledtiV61y%aid R661 Pe6p&-tytt)
<br />legally described as follows:
<br />SEE EXHIBIT "A" - Legal Description
<br />and Exhibit "B" - Plat Map
<br />ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
<br />(Commonly known as 1301 E. Warner Avenue, Santa Ana, CA 92707)
<br />(APN 014-281-19)
<br />Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the
<br />following terms., conditions, promises, covenants, agreements, and provisions, to wit:
<br />Conveyance by Soffer.
<br />A. Seller agrees to convey Said Real Property to City, by Quitclaim Deed, at the office of
<br />Commonwealth Land Title Insurance Company, 4100 Newport Place Drive, Suite 120,
<br />N6Wp6ft 13666h, California, Within sixty (60) dbys fr6m- and after- th6 d;§t6 on Whim th6 City
<br />has approved this Agreement.
<br />B. INTENTIONALLY REMOVED.
<br />2. J11JIe_t2,.b_e...C2py@ M.d. Seller agrees that, except as may hereinafter be otherwise expressly
<br />provided; -Se-i'd-'Kie--al-PF60-6ff-y—s'lialI be conveyed by Seller to City, "As Is, without warranty, and subject to
<br />any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits,
<br />limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all
<br />leasehold interests), liens, clouds or defects in title including those exceptions shown in Paragraph 15
<br />below.
<br />3. Title Insurance. City is responsible for procuring any title insurance it desires at its own expense.
<br />4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Insurance
<br />Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within
<br />five (5) days from and after the date on which the City has approved this Agreement. This Agreement
<br />amstitute.s, the jo.int eac-row instructions of the City and the, Seller and a dualipate original of. this.
<br />Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close
<br />with!.n =ty (60) days of the rcity's- r-4ve-c-ution of thi-- Agreernent. If us -Crow, is not in a condition to close by
<br />the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties
<br />in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of
<br />escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all
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