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A-2017-118 SALE AGREEMENT AND ESCROW INSTRUCTIONS This Sale Agreement and Escrow Instructions ("Agreement") is entered into on May 2, 2017 ("Effective Date") by THE CITY OF SANTA ANA, a California charter city and municipal corporation ("Seller"), and NET DEVELOPMENT CO., INC., a California corporation ("Buyer"). Buyer and Seller are hereinafter individually referred to as a "Party" and collectively as the "Parties." RECITALS A. Seller is the owner of real property in the City of Santa Ana ("City"), County of ' LI i3 Orange ("County"), State of California, located at 2129 N. Main Street (APNs 003-113-80 & CJ (2) 003-113-81) and described and/or depicted in Exhibit "A" ("Property"). Seller and Buyer have Q entered into an Exclusive Negotiate Agreement dated September 20, 2016 concerning the Property (the "ENA"). B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller in accordance with the provisions of this Agreement at fair market value for co vL� the development of a hotel project consisting of a Hampton Inn, or equivalent, or higher rated ca hotel and an associated digital freeway billboard sign limited to advertising of occupants of the Property and community services within the City at the request of the City, subject to City approval under proper permits (the "Project"). THEREFORE, Seller and Buyer agree as follows: 1. Purchase and Sale; Purchase Price. 1.1 Purchase and Sale. Seller shall sell the Property to Buyer and Buyer shall purchase the Property from Seller subject to the terms and conditions set forth in this Agreement. 1.2 Purchase Price. The purchase price of the Property is TWO MILLION SEVENTY-FIVE THOUSAND DOLLARS ($2,075,000.00), which amount was established as the fair market value pursuant to an appraisal procured by Seller. 2. Escrow. 2.1 Escrow Instructions. Within seven (7) days following the execution of this Agreement by the Parties, the Parties will open an escrow ("Escrow") with Fidelity National Title Insurance Company, 1300 Dove Street, Suite 310, Newport Beach, CA Attn: April Palmer ("Escrow Holder") for the purchase and sale of the Property. The "Opening of Escrow" shall mean the date on which a fully executed copy of this Agreement has been delivered to Escrow Holder. Escrow Holder shall confirm the Opening of Escrow to the Parties in writing. This Agreement constitutes joint escrow instructions to Escrow Holder. The Parties agree to execute such additional instructions consistent with the provisions of this Agreement which may be required by Escrow Holder. As between the Parties, Buyer and Seller agree that, if there is any conflict between the terms of this Agreement and any Escrow instructions required by Escrow