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N-2009-119 <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 0 0 9 , between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized <br />under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Santa Ana <br />Auto Mall Dealers' Association, a California Limited Liability Company (hereinafter "Seller"), regardless of <br />number or gender; <br />THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and <br />subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City <br />agrees to purchase from Seller, a portion of that certain real property (hereinafter "Said Real Property") <br />legally described and depicted as follows: <br />SEE EXHIBIT "A" -Legal Description <br />and EXHIBIT "B" -Graphical Depiction <br />ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF <br />(Commonly known as a portion of 331 Ritchey Street, Santa Ana, CA) <br />Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the <br />following terms, conditions, promises, covenants, agreements and provisions, to wit: <br />1. Conveyance by Seller. Seller agrees to convey Said Real Property to City, by Grant Deed, <br />within thirty (30) days from and after the date on which the City has approved this PSA. <br />2. Title to be Convened. (a) The Seller's interest to the Real Property will be conveyed to City by <br />Seller by Grant Deed as set forth in Exhibit "C" to this PSA. <br />(b) Seller agrees to convey to City a Temporary Construction Easement (hereinafter "TCE") as <br />described in the attached Exhibit "A-1" and depicted on the attached Exhibit "B." The TCE is also <br />described in greater detail in Exhibit "D," the TCE Deed, attached hereto and by this reference made a <br />part hereof <br />3. Property Taxes. Real property taxes, if any, on Said Real Property for the fiscal year within <br />which Said Real Property is conveyed to City as are unpaid at the time of said conveyance shall be <br />cleared and paid in accordance with the provisions of Section 4986 and 5081 of the Revenue and <br />Taxation Code of the State of California. All unpaid taxes on Said Real Property for any and all years <br />prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance <br />of Said Real Property to City. <br />4 Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, <br />as and for the full purchase price for Said Real Property, fixtures & equipment, improvements pertaining <br />to the realty, goodwill (if any), severance damages (if any), and a TCE, the total sum of TWENTY-FIVE <br />THOUSAND DOLLARS and No Cents ($25,000.00). <br />5. Deadline for Payment of Purchase Price. City agrees to pay the purchase price of TWENTY- <br />FIVE THOUSAND DOLLARS and No Cents ($25,000.00) to Seller within THIRTY (30) days from receipt <br />of a fully executed Grant Deed and confirmation that Seller has marketable title to Said Real Property. <br />6. Recordation of Grant Deed. Buyer shall hold the Grant Deed as an escrow holder and Buyer <br />shall not record the Grant Deed until City has paid Seller the full purchase price for said Real Property <br />and receive confirmation from Seller or Seller's counsel that the full purchase price has been received by <br />Seller. <br />Page 1 of 13 <br />