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PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY
<br />AND BILATERAL ESCROW INSTRUCTIONS
<br />(Commercial)
<br />THIS AGREEMENT, entered into this day of , 2009, by and between
<br />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 referred to as the "City" or "Buyer"),
<br />and In Saba, Inc. (hereinafter called "Seller"), regardless of number or gender;
<br />WITNESSETH
<br />For and in consideration of their promises, covenants and agreements hereinafter set forth,
<br />and subject to the terms, conditions and provisions hereinafter set forth, Seller agrees to sell to
<br />City, and City agrees to purchase from Seller, all that certain real property (hereinafter referred
<br />to as "said real property") described as follows:
<br />All that certain real property located in the State of California, County of Orange, City of Santa
<br />Ana, described as follows:
<br />SEE EXHIBIT "A" ATTACHED HERETO
<br />AND BY THIS REFERENCE MADE A PART HEREOF
<br />(Commonly known as 315 N. BRISTOL ST & 1244 W. Santa Ana Blvd. Santa Ana, CA)
<br />(APN 008-091-01 and 02)
<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, 2 First American Way, Santa
<br />Ana, California, within thirty (30) days from and after the date on which the City has approved
<br />this Agreement.
<br />2. Title to be Conveyed. (a) 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
<br />City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City,
<br />nor of 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 ONE
<br />MILLION THREE HUNDRED SIXTY THOUSAND FIFTY FIVE AND NO/100 Dollars
<br />25H-5
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