25D - RIGHT-OF-WAY OCTA AT-GRADE RAIL ENHANCEMENTS

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PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY THIS AGREEMENT (hereinafter "PSA"), entered into on--------- , 2011 between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and the Orange County Transportation Authority, a Governmental Agency organized under the Laws of the State of California (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, a portion of that certain real property (hereinafter "Said Real Property") legally described and depicted as follows: SEE EXHIBIT "A" - Legal Description and EXHIBIT "B" - Graphical Depiction ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as a portion of No Situs, Santa Ana, Ca) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey Said Real Property to City, by Easement Deed, within thirty (30) days from and after the date on which the City has approved this PSA. 2. Title to be Conveyed. (a) The Seller's interest to the Real Property will be conveyed to City by Seller by Easement Deed as set forth in Exhibit "C" to this PSA. 3. Property Taxes. Real property taxes, if any, on Said Real Property for the fiscal year within which Said Real Property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 and 5081 of the Revenue and Taxation Code of the State of California. All unpaid taxes on Said Real Property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of Said Real Property to City. 4 Payment of Purchase Price. Seller agrees to waive the right to an appraisal and compensation from City. Seller agrees to accept $0.00 from City for the full purchase price for Said Real Property, fixtures & equipment, improvements pertaining to the realty, goodwill (if any), severance damages (if any). City agrees to quitclaim property to Seller if the Said Real Property is no longer needed for project purposes at no expense to Seller. 6. Recordation of Easement Deed. Buyer shall not record the Easement Deed until this PSA is fully-executed by both Seller and City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying Said Real Property to City is recorded, quiet and peaceful possession of Said Real Property. 8. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 25D-7