8.1.24 CAB
1 FIRST AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“First Amendment”) is made and entered into this 3rd day of December 2024 (“Effective Date”) by and between SANTANA GREEN DEVELOPMENT , LLC, a California limited liability company (“Buyer” or “Owner”) and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“Seller” or “City”). As used herein, Buyer and Seller may be referred to collectively as the “Parties” and each individually as a “Party.”
RECITALS
A. The Seller and Buyer entered into that certain Purchase and Sale Agreement dated the 15th day of December 2021 (“Agreement”) for the sale by the Seller to the Buyer of the City’s fee simple interest in that certain real prope rty consisting of app roximately 17,415 square feet located at 2235 S. Bristol Street (APN 015- 194-40) and 1211 W. Warner Street (APN 015- 194- 37), Santa Ana, California, legally described in Exhibit “A” attached h ereto and incorporated herein by this reference (the “Property”).
B. The close of escrow occurred on July 1, 2022 (“Close of Escrow”) and a grant deed was recorded transferring fee simple interest from the Seller to the Buyer, a copy of which is attached hereto as Exhibit “B” and incorporated herein by this reference (“Grant Deed”).
C. The Parties now desire to amend the Agreement in connection with certain conditions and covenants that survived the Close of Escrow.
NOW, THEREFORE, in co nsideration of the mutual covenants and agreements herein contained, and other good and valuable condition, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Incorporation of Recitals. The Recitals set forth above are true and correct and are incorporated into this First Amendment in their entirety.
2. Repurchase Right. Section 6.2.4 of the Agreement is hereby amended by deleting the first sentence of Section 6.2.4 and substituting the following in lieu thereof:
“6.2.4 Repurchase Right. Buyer hereby represents and guaranties that, subject to a Permitted Delay (as defined herein), Buyer’s tenant shall open for business to the public on the Property as a drive- thru restaurant or fuel station with an integrated electric vehicle charging (;+,%,7
8.1.24 CAB
2 station (the “Opening Covenant”) on or before the date that is forty-eight (48) months following the Close of Escrow (the “Opening Deadline”).
3. Consistency. Notwithstanding anything contrary contained in this Agreement, to the extent the terms and provisions of this First Amendment are inconsistent with, conflict with or are contrary to the terms and conditions of the Agreement the terms and conditions of this First Amendment shall govern and control.
4. Effect. Except as specifically amended herein, the terms, covenants and conditions of the Agreement are and shall remain in full force and effect and are binding and enforceable against Buyer and Seller.
IN WITNESS WHEREOF, the Parties hereto have duly executed this First Amendment as of the date and year first written above.
A TTEST CITY OF SANTA ANA
By:_____________________ By:______________________
Jennifer L Hall Alvaro Nunez
City Clerk City Manager
APPROVED AS TO FORM:
By:_____________________
Jonathan T. Martinez
Assistant City Attorney
RECOMMENDED FOR APPROV AL: SANTANA GREEN
DEVELOPMENT, LLC,
a California limited liability company
By:_____________________
Nabil Saba By:_____________________
Executive Director Print Name: ______________
Public Works Agency Title:____________________
APPROVED AS TO FORM:
By:_____________________________________________________________________________________ ________________________________________________________________________________________________________________ __ JoJoJJoJoJoJoJoJoJoJoJoJoJoJoJoJooJoJoJooJoJooJoJoJoJoJoJoJoJJoJoJoJoJJoJoJoJoJoJoJoJoJoJoJoJoJoJJoJoJoJoJoJJJJoJoJooJJoJoJJooJJJJJJoooooooJoJoJJJJoooJJJoJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ nathan T. Martinez Mehrdad Houriani
Manager
_________________________________ ______
nt Name:
ni
Nabil Saba
Digitally signed by Nabil
Saba
Date: 2024.11.18
09:43:14 -08'00'
EXHIBIT A
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