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8.1.24 CAB <br />1 <br />FIRST AMENDMENT <br />TO <br />PURCHASE AND SALE AGREEMENT <br />THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“First <br />Amendment”) is made and entered into this 3rd day of December 2024 (“Effective Date”) by <br />and between SANTANA GREEN DEVELOPMENT, LLC, a California limited <br />liability company (“Buyer” or “Owner”) and the CITY OF SANTA ANA, a charter city and <br />municipal corporation organized and existing under the Constitution and laws of the State of <br />California (“Seller” or “City”). As used herein, Buyer and Seller may be referred to <br />collectively as the “Parties” and each individually as a “Party.” <br />RECITALS <br />A.The Seller and Buyer entered into that certain Purchase and Sale Agreement dated <br />the 15th day of December 2021 (“Agreement”) for the sale by the Seller to the Buyer of the City’s <br />fee simple interest in that certain real property consisting of approximately 17,415 square feet <br />located at 2235 S. Bristol Street (APN 015-194-40) and 1211 W. Warner Street (APN 015-194- <br />37), Santa Ana, California, legally described in Exhibit “A” attached hereto and incorporated <br />herein by this reference (the “Property”). <br />B.The close of escrow occurred on July 1, 2022 (“Close of Escrow”) and a grant deed <br />was recorded transferring fee simple interest from the Seller to the Buyer, a copy of which is <br />attached hereto as Exhibit “B” and incorporated herein by this reference (“Grant Deed”). <br />C.The Parties now desire to amend the Agreement in connection with certain <br />conditions and covenants that survived the Close of Escrow. <br />NOW, THEREFORE, in consideration of the mutual covenants and agreements herein <br />contained, and other good and valuable condition, the receipt and sufficiency of which are hereby <br />acknowledged, the Parties agree as follows: <br />1.Incorporation of Recitals. The Recitals set forth above are true and correct and are <br />incorporated into this First Amendment in their entirety. <br />2.Repurchase Right. Section 6.2.4 of the Agreement is hereby amended by deleting <br />the first sentence of Section 6.2.4 and substituting the following in lieu thereof: <br />“6.2.4 Repurchase Right. Buyer hereby represents and guaranties that, subject to <br />a Permitted Delay (as defined herein), Buyer’s tenant shall open for business to the public on the <br />Property as a drive-thru restaurant or fuel station with an integrated electric vehicle charging <br />(;+,%,7 <br />  <br />  <br />City Council 11 – 28 12/3/2024