Item 07 - OC Streetcar Purchase and Sale Agreement for City Easement

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ORI-.NGE COUNTY TRANSPORTATION AUTHORITY Purchase and. Sale Agreement CONFIDENTIAL This document contains personal information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. Document No. OCS-004-01 also known as APN 008-067-47 in the form of a Public Utility Easement deed attached hereto as Exhibit "1" covering a portion of the City Hall Parking Structure as described and depicted in Exhibits "A" and "B" attached to said Public Utility Easement; and Document No. OCS-004-02 also known as APN 008-067-47 in the form of a Traction Power Substation Easement deed attached hereto as Exhibit "2" covering a portion of the City Hall Parking Structure as described and depicted in Exhibits "A" and "B" attached to said Traction Power Substation Easement deed (collectively the "City Hall Parking Structure"). Document No. OCS-008 also known as APN 398-221-23, 008-068-09 in the form of an Easement Deed attached hereto as Exhibit "3" covering a portion of Sasscer Park ("Sasscer Park") as described and depicted in Exhibits "A" and "B" attached to said Easement .Deed. Document No. OCS-009-01 and OCS-009-02 also known as APN 398-351-04, 398-351-05, 398-351-07, and 398-351-08 in the form of a Platform and Traction Power Substation Easement deed attached hereto as Exhibit "4" covering a portion of the Santa Ana Regional Transportation Center ("SARTC") as described and depicted in Exhibits "A" and "B" attached to said Platform and Traction Power Substation Easement deed. It is agreed that AUTHORITY shall conduct an internal escrow. This PSA constitutes the joint escrow instructions of AUTHORITY and CITY. The parties hereto agree to perform all acts reasonably necessary to close this escrow within sixty (60) days following the opening of escrow. (A) AUTHORITY shall pay the CITY the sum of Two Hundred Thousand Dollars and No Cents ($200,000.00), the appraised value, for the property at the City Hall Parking Structure when title to said Property interests vests in AUTHORITY free and clear of all liens, deeds of trusts, encumbrances, assessments, easements and leases (recorded and/or unrecorded), and taxes. The CITY will grant at no cost the property interests at Sasscer Park and SARTC. (B) AUTHORITY will pay all usual escrow and recording fees incurred in this transaction, and if title insurance is desired by AUTHORITY, the premium charged therefore. Due to AUTHORITY's status as a public entity, no recording fees will be payable (pursuant to Government Code Section 27383) and no documentary transfer tax will be payable (pursuant to Revenue & Taxation Code Section 11922). (C) It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract, the right of possession and use of the subject property by OCTA, including the right to remove and dispose of improvements, shall commence on the close of escrow controlling this transaction, and that the amount shown in Clause 2 (A) herein includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date. (D) CITY agrees that the payment described in Clause 2 (A) above shall constitute full and fair compensation for any and all claims that CITY, and its successors and assigns, may have against AUTHORITY for the acquisition of the Property interests. (E) The property rights shall transfer upon the close of escrow. (F) Should the property be materially destroyed by fire, earthquake, or other calamity without the fault of either party, this contract may be rescinded by AUTHORITY; in such an event, AUTHORITY may reappraise the property and make an offer thereon. (G) In the event AUTHORITY determines that acquisition of the Property interests is no longer feasible for the Project, AUTHORITY may revoke this offer at any time.