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<br />
<br /> EXHIBIT 2
<br />
<br />
<br />
<br /> PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
<br /> AND BILATERAL ESCROW INSTRUCTIONS
<br />
<br /> THIS AGREEMENT (hereinafter "PSA"), entered into on _
<br /> 2 01 2 , between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under
<br /> the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Mary Grace Neal, Trustee
<br /> of the Neal Family Revocable Trust dated April 24, 1998 as to un undivided one half interest and Martha N.
<br /> Bevington, Trustee of the Bevington Marital Trust created under the Bevington Family Trust dated July 9, 1997
<br /> as to an undivided one half interest (hereinafter "Seller"), regardless of number or gender;
<br /> THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject
<br /> to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to
<br /> purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as
<br /> follows:
<br />
<br /> SEE EXHIBIT "A" - Legal Description
<br /> ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
<br /> (Commonly known as 1221 East 1St Street, Santa Ana, CA)
<br /> (APN: 398454-12 & 13)
<br /> Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following
<br /> terms, conditions, promises, covenants, agreements and provisions, to wit:
<br />
<br /> 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the
<br /> office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty
<br /> (30) days from and after the date on which the City has approved this Agreement.
<br /> 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly
<br /> provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all
<br /> conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations,
<br /> encumbrances (whether monetary or non-monetary, general or specific, including any and all leasehold
<br /> interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller
<br /> hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as
<br /> provided above. 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,
<br /> limitation, encumbrance (whether monetary or non-monetary, general or specific, and including any and all
<br /> leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and
<br /> clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City
<br /> because of the failure of Seller to convey title as hereinabove provided.
<br /> 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real
<br /> property to City, within the time and at the place hereinabove specified for said conveyance of said real
<br /> property, a policy of title insurance to be issued by the above mentioned title company, with the City therein
<br /> named as the insured, in the amount of Three Million One Hundred Seventy Four Thousand Dollars
<br /> ($3,174,000.00) insuring the title of the City to said real property is free and clear of any and all conditions,
<br /> restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether
<br /> monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or
<br /> defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to.
<br /> Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements
<br /> of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein
<br /> required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may
<br /> accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this
<br /> Agreement.
<br /> 25G-5
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