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<br />PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
<br />AND BILATERAL ESCROW INSTRUCTIONS
<br />THIS AGREEMENT (hereinafter "PSA"), entered into on .................
<br />2 012, 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 The Roman Catholic
<br />Bishop of Orange, a Corporation Sole (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 and
<br />depicted as follows:
<br />SEE EXHIBIT "A7- Legal Description
<br />and EXHIBIT "B" - Graphical Depiction
<br />ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
<br />(Commonly known as 309 & 315 N. Grand Avenue, Santa Ana, CA)
<br />(APN: 398-384-01 & 398-384-17)
<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 />1. Conveyance by Seller. (a) 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. (b) Seller agrees to
<br />convey to City a Temporary Construction Easement in, on, over and above the portion of the subject
<br />property described and depicted on the attached Exhibit "C" & "D" and incorporated herein by this reference.
<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
<br />and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to
<br />City 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 One Hundred Seventy Eight Thousand Five Hundred and Sixty-Five
<br />Dollars ($178,565.00) insuring the title of the City to said real property is 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, and including any and all leasehold
<br />interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly
<br />agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance
<br />complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to
<br />such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages
<br />or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide
<br />title insurance as required In this Agreement.
<br />25E-38
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