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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 , 2 0 2 1 , between
<br />the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws
<br />of the State of California (hereinafter "City" or "Buyer"), and SPS Technologies, LLC, a Pennsylvania limited liability
<br />company, successor by merger to Cherry Aerospace LLC, a Delaware limited liability company (hereinafter
<br />"Seller"), regardless of number or gender;
<br />THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and on and
<br />subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to
<br />purchase from Seller, (a) fee title to that certain real property legally described on attached Exhibit A and shown
<br />as an area consisting of 6,801 square feet on the plat map attached as Exhibit B (the "Right of Way Fee
<br />Acquisition Area") and (b) a one hundred eighty (180) day temporary construction easement ("Temporary
<br />Easement") on, over, and above that certain real property described on attached Exhibit A-1 and shown as an
<br />area consisting of 8,503 square feet on the plat map attached as Exhibit B-1 (the "Easement Area").
<br />The Right of Way Fee Acquisition Area and the Easement Area are a portion of the real property commonly
<br />known as 1224 E. Warner Avenue, Santa Ana CA)
<br />(APN 016-150-09)
<br />The Right of Way Fee Acquisition Area and the Easement Area are sometimes referred to herein together as "Said
<br />Real Property".
<br />Said purchase and sale of fee title to the Right of Way Fee Acquisition Area and the Temporary Easement on,
<br />over, and above the Easement Area shall be in accordance with and subject to all of the following terms,
<br />conditions, promises, covenants, agreements and provisions, to wit:
<br />Conveyance by Seller; Grant by Seller.
<br />A. At Closing on the Closing Date (described below), Seller agrees to convey the Right of Way Fee
<br />Acquisition Area to City, by Grant Deed in form attached as Exhibit D (the "Grant Deed"). Closing shall be
<br />through escrow at the office of Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120,
<br />Newport Beach, California,.
<br />B. At Closing on the Closing Date, Seller and City agree to enter into a Temporary Construction Easement
<br />Agreement in form attached as Exhibit E (the "Temporary Easement Agreement") pursuant to which Seller
<br />shall grant to City a one hundred eighty (180) day temporary easement on, over and above the Easement
<br />Area.
<br />2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, at
<br />Closing on the Closing Date, the Right of Way Fee Acquisition Area shall be conveyed by Seller to City, as
<br />aforesaid, by Grant Deed, free and clear of any and all conditions, restrictions, reservations, exceptions,
<br />easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or
<br />specific, including any and all leasehold interests), liens, clouds or defects in title, except those exceptions shown
<br />in Paragraph 15 below. 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, limitation,
<br />encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold
<br />interests), lien, cloud or defect in title, shall not constitute a waiver by City of any right which might accrue to City
<br />because of the failure of Seller to convey title as hereinabove provided.
<br />110933392.4 0060972-00016
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