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PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY
<br />AND BILATERAL ESCROW INSTRUCTIONS
<br />THIS AGREEMENT (hereinafter "PSA"), entered into on 2008,
<br />between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized
<br />under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and
<br />Santa Ana California Lodge, LLC, a California limited liability company, (hereinafter "Seller"),
<br />regardless of number or gender;
<br />THEREFORE, for and in consideration of their promises, covenants and agreements
<br />hereinafter set forth, and subject to the terms, conditions and provisions hereinafter set forth,
<br />Seller agrees to sell to City, and City agrees to purchase from Seller, all that certain real
<br />property located in the State of California, County of Orange, City of Santa Ana (hereinafter
<br />"Said Real Property") described as follows:
<br />SEE EXHIBITS "A" and "B" ATTACHED HERETO
<br />AND BY THIS REFERENCE MADE A PART HEREOF
<br />(Commonly known as a portion of 2909 South Bristol Street, Santa Ana, California)
<br />Said purchase and sale of Said Real Property shall be in accordance with and subject to all of
<br />the following 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
<br />Deed, at the office of First American Title Insurance Company, located at 2 First American
<br />Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has
<br />approved this PSA.
<br />2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise
<br />expressly provided, Said Real Property shall be conveyed by Seller to City, as aforesaid, free
<br />and clear of any and all conditions, restrictions, reservations, exceptions, easements,
<br />assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general
<br />or specific, including any and all leasehold interests), liens, clouds or defects in title, except
<br />those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to Said
<br />Real Property to be conveyed by Seller to City shall be free and clear as provided above. Seller
<br />further agrees that acceptance by City of any deed to Said Real Property, with or without
<br />knowledge of any condition, restriction, reservation, exception, easement, assessment, profit,
<br />limitation, encumbrance (whether monetary or non-monetary, general or specific, and including
<br />any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City
<br />of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of
<br />any right which might accrue to City because of the failure of Seller to convey title as
<br />hereinabove provided.
<br />3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of
<br />Said Real Property to City, within the time and at the place hereinabove specified for said
<br />conveyance of Said Real Property, a policy of title insurance to be issued by the above
<br />mentioned title company, with the City therein named as the insured, in the amount of
<br />EIGHTEEN THOUSAND AND NO/100 DOLLARS ($18,000.00) insuring City's title to Said
<br />Real Property is free and clear of any and all conditions, restrictions, reservations, exceptions,
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<br />Seller's Initials
<br />25P-5
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