25F - ACQUISITION OF RIGHT OF WAY DYER AND REDHILL

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PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS (Commercial) THIS AGREEMENT, entered into this _ day of , 2009, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter referred to as the "City" or "Buyer"), CFRI/Greenlaw Dyer Road L.L.C., a Delaware Limited Liability Company (hereinafter called "Seller"), regardless of number or gender; WITNESSETH For and in consideration of their promises, covenants and agreements hereinafter set forth, and subject to the terms, conditions and provisions hereinafter set forth, Seller agrees to sell to City, and City agrees to purchase from Seller, all that certain unimproved real property (hereinafter referred to as "said real property") described as follows: All that certain real property located in the State of California, County of Orange, City of Santa Ana, described as follows: SEE ATTACHMENT 1, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF AND A5 DEPICTED ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as a portion of 2001 E. Dyer Road, Santa Ana, CA} (APN 430-221-13) Said purchase and sale of said real property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company (the "Title Company), 2 First American Way, Santa Ana, California, within ninety (90) days from and after the date on which the City has executed this Agreement. 2, Title to be Conveyed, (a) Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all liens recorded against the real property by or with the consent of the Seller, except those exceptions shown in the Title Report and described in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. (b) Seller does hereby convey to City a temporary landscape easement as described in greater detail in Attachment 2, attached hereto and by this reference made a part hereof. 3. Title Insurance. Following execution of this Agreement, the Title Company shall deliver to City a title report (the "Title Report"). Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued b the abov e Y mentioned title company, with the City therein named as the insured, in the amount of ONE MILLION SEV ENTY NINE THOUS D AN SIX HUNDRED SIX AND NO/100 Dollars $1 079 606 ( ) insuring the title of the City subject to the Permitted Exce tions noted in r 1 p Pa a ra h 15 at no 9 P additional cost to the Seller. Acceptance by City of an such olic of insurance whether such Y N Y , Page 1 of 27 25F-21