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PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
<br />AND BILATERAL ESCROW INSTRUCTIONS
<br />THIS AGREEMENT (hereinafter "PSA "), entered into on ____________
<br />2 0 16 , 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 Liang, Inc., a California
<br />Corporation (hereinafter "Seller "), (City or Buyer, and Seller jointly referred to as "Parties," individually as
<br />"Party "), 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" Property ") legally described as follows:
<br />SEE EXHIBIT "A" — Legal Description
<br />ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
<br />(Commonly known as 1111 N. Bristol Street, Santa Ana, CA 92703)
<br />(APN: 405 -274 -10)
<br />Said purchase and sale of the Property shall be in accordance with and subject to all of the following terms,
<br />conditions, promises, covenants, agreements and provisions, to wit:
<br />1. Conveyance by Seller. Seller agrees to convey the Property to City, by Grant Deed, at the office of
<br />Commonwealth Land Title Company, 4100 Newport Place Dr„ Newport Beach, California, within sixty (60)
<br />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, the 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 the 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 the Property with or without
<br />knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation,
<br />encumbrance (whether monetary or non - monetary, general or specific, and including any and all leasehold
<br />interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title
<br />hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of
<br />the failure of Seller to convey title as hereinabove provided. Other than as expressly provided in this
<br />agreement, the City is purchasing the Property as is.
<br />3. Title Insurance. Seller agrees to deliver to City, at City's sole cost, concurrently with the conveyance
<br />of said real property to City, within the time and at the place hereinabove specified for said conveyance of
<br />said real property, a policy of title insurance to be issued by the above mentioned title company, with the City
<br />therein named as the insured, in the amount of Four Million Six Hundred Thirty -Five Thousand Two Hundred
<br />and Forty -Five Dollars ($4,635,245.00) Insuring the title of the City to said real property is free and clear of
<br />any and all 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.
<br />4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Insurance
<br />Company, 4100 Newport Place Dr., Newport Beach, California, (the Escrow Agent) within five (5) days from
<br />and after the date on which City has approved this Agreement. This PSA constitutes the joint escrow
<br />instructions of City and Seller and a duplicate original of this PSA shall be delivered to the Escrow Agent
<br />Exhibit 3
<br />25L -15
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