75D - PH - ACQUISITION 1922 AND 2002 W 5TH ST

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Orange County Transportation Authority BILL OF SALE VALDIVIA FAMILY TRUST/SA RECYCLING LLC Page 1 Project: OC Streetcar Project Landlord: Valdivia Family Trust/Lessee: SA Recycling LLC APN(s): 007-100-04 & -05 OCTA Parcel No(s).: OCS-002 & 003 City: Santa Ana SA RECYCLING LLC ("Lessee") leases certain real property located at 1922 (also known as 2006) and 2002 W. Fifth Street, Santa Ana, CA 92703 (the "Property") from the Valdivia Family Trust ("Landlord"). The Orange County Transportation Authority, a public entity (tire "OCTA") is interested in the acquisition of the Property for construction of the OC Streetcar Project (the "Project"). In order for the OCTA to construct the Project, it will become necessary for Lessee to move from the Property. The parties understand that Lessee may be entitled to certain relocation benefits under applicable law. The purpose of this Agreement is for the parties to set forth the entire terms of their agreement with respect only to compensating Lessee and/or Landlord for their respective interests in improvements and items pertaining to the realty in the Property. In consideration of which, and the other considerations hereinafter set forth, it is mutually agreed as follows: 1. The OCTA shall: (A) Pay Landlord and/or Lessee the sum of FOUR HUNDRED TWENTY-THREE THOUSAND EIGHT HUNDRED AND FIFTY DOLLARS ($423,850.00) for all of Landowner's and Lessee's interests in the improvements and items pertaining to the realty in the Property. This sum shall be paid to Landlord and/or Lessee by depositing the money into escrow upon the full execution of this agreement and delivery by Landlord and/or Lessee to OCTA of a notarized copy of the enclosed Full Acquisition Offset Statement confirming that Landlord aid/or Lessee own said improvements. (B) Open an internal escrow and pay all escrow fees incurred in this transaction. 2. It is understood and agreed by and between the parties hereto that payment in Clause 1(A), above, is payment for the fair market value in place of improvements and items pertaining to the realty in the amount of FOUR HUNDRED TWENTY-THREE THOUSAND EIGHT HUNDRED AND FIFTY DOLLARS ($423,850.00), as set forth in Exhibit "A", attached hereto and made a part hereof, which are considered to be part of the realty and have been acquired by the OCTA in this transaction (hereinafter, the "IPTR'). 3. Landlord and Lessee, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby remise, release and forever quitclaim to the OCTA all of its right, title and interest in the IPTR. 4. Should the Property be materially destroyed by fire, earthquake, or other calamity without the fault of either party prior to its transfer of the Property to OCTA, this agreement may be rescinded by the OCTA; in such an event, the OCTA may reappraise the IPTR and make an offer thereon. 5. To the current knowledge of Landlord and Lessee, Landlord and Lessee warrant to the OCTA that, as of the date of this Bill of Sale, Landlord and Lessee have not encumbered the title to the IPTR with any liens or granted any unrecorded encumbrances or licenses on the improvements. 6. Landlord and Lessee warrant that as of the date of this Bill of Sale, neither Landlord nor Lessee have entered into any contracts, leases, licenses, commitments, or undertakings respecting the IPTR by which the OCTA would become obligated or liable to anyone. 7. In consideration for the payment of the sum stated in Clause I (A) above and other valuable consideration, receipt of which is hereby acknowledged, the Landlord and Lessee hereby acknowledge they have no further 1204724.1 75D-101