Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Item 17 - Public Hearing - Purchase and Sale Agreement for 1901 W. Walnut Street
Community Development Agency www.santa-ana.org/community-development Item # 17 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 17, 2026 TOPIC: Public Hearing - Purchase and Sale Agreement for 1901 W. Walnut St. AGENDA TITLE Public Hearing - Purchase and Sale Agreement for 1901 W. Walnut Street Legal notice published in the OC Reporter on February 2, 2026. RECOMMENDED ACTION 1. Conduct a Public Hearing required pursuant to California Government Code 53083. 2. Authorize the City Manager to execute a Purchase and Sale Agreement with THRIVE Santa Ana, Inc. for the sale of City -owned Real property at 1901 W. Walnut Street (APN 007-332-08), in the amount of $852,000 (Agreement No. A-2026-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The City -owned property located at 1901 W. Walnut Street (APN 007-332-08) is a 0.38-acre parcel that was acquired in 2007. Previously occupied by the Orange County Rescue Mission, the existing structure was demolished in 2011, and the site remained vacant for more than a decade. On March 3, 2020, the City Council approved a Disposition and Development Agreement (DDA) and a ninety-nine (99) year ground lease with THRIVE Santa Ana, Inc. for the development and operation of a community microfarm located at 1901 W. Walnut Street. Established in 2017, THRIVE Santa Ana is a Community Land Trust (CLT) founded by nonprofit leaders and local residents with the purpose of acquiring and stewarding vacant city -owned properties to provide long-term community benefits. The CLT model supports the development of affordable housing, parks, urban micro farms, and marketplaces for small businesses. Properties acquired by the CLT are managed in partnership with local residents to identify and address community needs while ensuring sustained public benefit. A Community Benefits Report developed by THRIVE outlined the anticipated positive impacts of the project, which included: Purchase and Sale Agreement for 1901 W. Walnut St. February 17, 2026 Page 2 • Establishment of a micro -farm as an economic development initiative. • Creation of employment opportunities and organic produce production. • Promotion of a worker cooperative model encouraging resident participation in the local neighborhood economy. • Enhancement of civic engagement and healthy living. Since execution of the DDA, THRIVE Santa Ana, Inc. has completed the development of a community microform called La Colmena. La Colmena features a regenerative farm, a cafe, artisan retail space, and gathering areas for markets and events. Operated under the principles of a Community Land Trust, La Colmena promotes local food access, small business development, and community engagement, serving as a model for sustainable, resident -driven land stewardship in Santa Ana. The operation of a community micro -farm is consistent with the definition of a "Plant Nursery," which is an allowed use in the Community Commercial (C-1) zoning district. The subject property is located within the Community Commercial (C-2) zoning district, which allows additional uses permitted in the C-1 district pursuant to Section 41-377(a) of the Santa Ana Municipal Code. Accordingly, the micro -farm use is consistent with the applicable zoning regulations (Exhibit 5). The ground lease with THRIVE Santa Ana, Inc. granted the organization the exclusive option to purchase the property at a gross sales price equivalent to the negotiated fair market value, as determined through an appraisal. To initiate the option, THRIVE was required to submit a Letter of Intent (Exhibit 1) and a deposit of $5,000, which would be applied toward the cost of the appraisal. After being informed of this valuation, THRIVE noted that its State grant allows for a maximum acquisition amount of $852,000 and requested that the City consider providing a donation or subsidy for the difference (Exhibit 3). Staff informed THRIVE that any sale below fair market value would require preparation of an economic subsidy report for City Council approval. On July 16, 2019, the City Council approved a zoning map amendment for the subject site and properties, rezoning the subject site as General Commercial (C2). Concurrent with this rezoning and in accordance with the California Environmental Quality Act (CEQA), a Mitigated Negative Declaration (MND) (Environmental Review No. 2017-140) with technical studies was prepared for the rezoning. No areas of unavoidable impacts were identified as resulting from the construction or operation of the proposed project. Purchase and Sale Agreement On October 17, 2025, THRIVE submitted a Letter of Intent to the City requesting consideration for the purchase of the property. The Community Development Agency (CDA) received an independent appraisal report (Exhibit 2) dated November 11, 2025 that established the fair market value of the property at $1,030,000. On December 3, THRIVE submitted a revised letter (Exhibit 3) requesting an economic subsidy of $178,000, representing the difference between the property's appraised fair market value and the state grant funds available for its purchase. Purchase and Sale Agreement for 1901 W. Walnut St. February 17, 2026 Page 3 Pursuant to Government Code Section 65402, the Planning and Building Agency reviewed the proposed Purchase and Sale Agreement for the City -owned property located at 1901 W. Walnut Street (APN 007-332-08). As documented in the General Plan Conformance Memorandum dated January 21, 2026, the Planning Agency determined that the sale of the property is in conformance with the City of Santa Ana's 2022 General Plan (Exhibit 5). Approval of the Purchase and Sale Agreement (Exhibit 6) will finalize the City's partnership with THRIVE Santa Ana, Inc. and enable the successful implementation of a community -led micro -farm project that advances local economic opportunities, public health, and neighborhood engagement. Surplus Land Act Compliance Government Code Section 54221(f)(1)(B) provides that the term "surplus land" does not include: "Surplus land that is less than one-half acre in area and is not contiguous to land owned by a state or local agency that is used for open -space or low- and moderate -income housing purposes." Based on this definition, if the subject property is less than one-half acre in size and is not contiguous to any state or local agency -owned land used for such purposes, it qualifies for the Small Lot Exemption. In December 2025, the City received written confirmation (Exhibit 7) from the State's Department of Housing and Community Development (HCD) that the property located at 1901 W. Walnut Street meets these criteria, being less than one-half acre in area and not adjoining any qualifying state or local agency parcels, and therefore qualifies for the Small Lot Exemption under the Surplus Land Act. As a result, the City's surplus land exemption requirements have been satisfied through this action, and no City Council resolution is required. Economic Development Subsidy Government Code Section 53083 requires that the City Council must hold a noticed public hearing and, prior to the public hearing, provide information to the public through the City's website regarding the proposed economic development subsidy. As part of the approval process, an Economic Development Subsidy Report (Exhibit 4) must be completed and submitted detailing the structure of the public subsidy, projected tax benefits, and estimated number of jobs that would be created by the subsidy. This report shall remain available to the public and posted on the City's website until the end date of the economic development subsidy. FISCAL IMPACT Funds in the amount of $852,000 will be deposited into the Miscellaneous Revenue Sale of Land account (no. 01102002-57071). Purchase and Sale Agreement for 1901 W. Walnut St. February 17, 2026 Page 4 Fiscal Accounting Unit Fund Accounting Unit, Amount Year — Account # Description Account Description FY 25-26 01102002-57071 General Fund Miscellaneous $852,000 Revenue, Sale of Land Total $852,000 EXHIBIT(S) 1. Letter of Intent 2. Appraisal Report 3. Request Letter from Thrive for Purchase Price Subsidy 4. Economic Development Subsidy Report 5. General Plan Conformance 6. Purchase and Sale Agreement 7. HCD Exemption Letter 8. Proof of Publication Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nunez, City Manager EXHIBIT 1 THRIVE Santa Ana, Inc. Community Land Trust 1907 West Walnut Street, Unit 100 Santa Ana, CA 92703 `1 thrivesantaana.ora October 17, 2025 VIA ELECTRONIC MAIL City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Mike Garcia Economic Development Agency Re: 1901 W Walnut Street Dear City of Santa Ana, Staff and Council, THRIVE Santa Ana, Inc. ("THRIVE" or "Buyer") hereby submits this Letter of Intent (this "Letter") to the City of Santa Ana ("Seller"), the current owner of 1901 W Walnut Street (the "Property"). The proposed terms of THRIVE's purchase, subject to approval and due diligence by both THRIVE and the City, are as follows: PURCHASE PRICE: A negotiated fair market value agreed to by both parties based on appraisal. Seller shall conduct an appraisal of the site with consideration for the separate value of land and improvements owned by THRIVE. FINANCING: A state grant, the California Jobs First initiative, shall reimburse THRIVE for the purchase of this Property. A copy of the grant agreement is provided hereto as Exhibit A. DEPOSIT: THRIVE shall deposit, concurrently with the acceptance of this Letter, a $5,000 deposit to the Seller to be applied towards the appraisal, escrow fees, and purchase price for the Property. DUE DILIGENCE: Buyer will complete due diligence with regard to the Property, including review of property information, and a current title report with underlying documents, within 30 business days after such items have been provided by Seller. Seller will make a good faith effort to provide to Buyer copies of all property information within 5 days of execution of a purchase agreement. Seller will timely complete review and approval of the sale of the Property, including confirmation that the sale is in compliance with state Surplus Lands Act, environmental, and any other requirements. CLOSING COSTS: All costs related to the purchase of the Property will be borne by Buyer. REPRESENTATION AND WARRANTIES: Buyer is buying property "as is." However, Seller represents and warrants that it will disclose all knowledge and findings of the Property and its operations to Buyer. COMMISSION: THRIVE does not foresee any brokerage commissions related to this purchase. THRIVE Santa Ana is a nonprofit organization and community land trust, established in Santa Ana since 2016, with a mission to build community wealth and resident leadership across generations, holding land in trust and driving development that ensures permanent access to affordable, healthy neighborhoods. Purchase of the Property will support fulfillment of this mission, as well as contribute to the establishment of a long-term community land trust strategy in the City. This letter is a letter of intent only and shall not form a binding agreement between the parties, even if the terms of this Letter are acceptable to both Buyer and Seller. Respectfully, THRIVE Santa Ana, Inc. By: Name: Luis Sarmien Title. Director of Sustainability & Partnerships MF E Val uat ion & Advisory Services EXHIBIT 2 Appraisal Report CITY OF SANTA ANA- WALNUT STREET PROPERTY 1901 Vest Wal nut Street Santa Ana, California 92703 Prepared for: City of Santa Ana, Community Development Agency Date of Report: November 11, 2025 CBRE R I e No.: CB25US102817-1 cbre.com/ val uat i on CBREValuation &Advisory Services 5921 Owensmouth Avenue Woodland Hills. CA 91367 www.cbre.com/valuation Date of Report: November 11, 2025 Marc Marley Economic Development Manager CITY OF SANTA ANA, COMMUNITY DEVELOPMENT AGENCY 20 Civic Center Plaza, M-25 Santa Ana, California 92702 RE: Appraisal of: City of Santa Ana- Walnut Street Property 1901 West Walnut Street Santa Ana, Orange County, California CBRE File No.: CB25US102817-1 Dear Mr. Marley: At your request and authorization, CBRE, Inc. has prepared an appraisal of the market value of the referenced property. Our analysis is presented in the following Appraisal Report. The subject property is a parcel of land located at the northwest corner of West Walnut Street and South Daisy Avenue in the City of Sana Ana. The subject property is improved with a community garden and coffee shop; however, this valuation is limited to the underlying land only. The subject contains a site area of 16,632 square feet, or 0.38 acres and is zoned C2, General Commercial, which allows a variety of retail and service uses. Based on the analysis contained in the following report, the market value of the subject is concluded as follows: MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised Date of Value Value Conclusion Land Only Fee Simple Estate October 24, 2025 $1,030,000 Compiled by CBRE The report, in its entirety, including all assumptions and limiting conditions, is an integral part of, and inseparable from, this letter. The following appraisal sets forth the most pertinent data gathered, the techniques employed, and the reasoning leading to the opinion of value. The analyses, opinions and conclusions were developed based on, and this report has been prepared in conformance with, the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP), and the requirements of the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute. CBRE VALUATION & ADVISORY SER/ICES 1 © 2025 CBRE, INC CBREValuation &Advisory Services The intended use and user of our report are specifically identified in our report as agreed upon in our contract for services and/or reliance language found in the report. As a condition to being granted the status of an intended user, any intended user who has not entered into a written agreement with CBRE in connection with its use of our report agrees to be bound by the terms and conditions of the agreement between CBRE and the client who ordered the report. No other use or user of the report is permitted by any other party for any other purpose. Dissemination of this report by any party to any non -intended users does not extend reliance to any such party, and CBRE will not be responsible for any unauthorized use of or reliance upon the report, its conclusions or contents (or any portion thereof). It has been a pleasure to assist you in this assignment. If you have any questions concerning the analysis, or if CBRE can be of further service, please contact us. Respectfully submitted, CBRE - VALUATION & ADVISORY SERVICES Nicole Galvez Title: VAS - Vice President Phone: (818) 251-3646 Email: Nicole.Galvez@cbre.com License No. 3005597 Beth Finestone, MAI, AI-GRS, FRICS, CRE Title: VAS - Executive Vice President Phone: (818) 251-3669 Email: Beth.Finestone@cbre.com License No. AGO04030 CBRE VALUATION & ADVISORY SERVICES 2 © 2025 CBRE, INC Certification Certification We certify to the best of our knowledge and belief: 1 . The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. 4. Nicole Galvez and Beth Finestone have not provided any services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding the agreement to perform this assignment. 5. We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. 6. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 7. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 8. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Uniform Standards of Professional Appraisal Practice. 9. Nicole Galvez has made a personal inspection of the property that is the subject of this report. Beth Finestone has not made a personal inspection of the property that is the subject of this report. 10. No one provided significant real property appraisal assistance to the persons signing this certification. 11. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute. 12. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 13. As of the date of this report, Beth Finestone, MAI, AI-GRS, FRICS, CRE has completed the continuing education program for Designated Members of the Appraisal Institute. Nicole Galvez License No. 3005597 A Beth Finestone License No. AGO04030 CBRE VALUATION & ADVISCRY SERVICES i © 2025 CBRE, INC Subject Photographs Subject Photographs �-lv - �wp CBREVALUATICN & ADVISORY SERVICES ii © 2025 CBI INC r X Will$, , mw�v" View of the subject property looking north View of the subject property looking sout heart View of the subject property looking west View of the subject property I ooki ng west 4 yt 1 View of South Dai sv Avenue l ooki nq north Vi ew of West Wal nut St reet I ooki nq west Executive Summary Executive Summary Property Name Location Parcel Number(s) City of Santa Ana- Walnut Street Property 1901 West Walnut Street Santa Ana, Orange County, CA 92703 007-332-08 Client City of Santa Ana, Community Development Agency Highest and Best Use As If Vacant Develop with a retail use As Improved NIA Property Rights Appraised Fee Simple Estate Date of Inspection October 24, 2025 Estimated Exposure Time 3 - 6 Months Estimated Marketing Time 3 - 6 Months Land Area 0.38 AC 16,632 SF Zoning C2, General Commercial CONCLUDED MARKET VALUE Appraisal Premise Interest Appraised Date of Value Value Land Only Fee Simple Estate October 24, 2025 $1,030,000 Compiled by CBRE Market Volatility At the September 2025 FOMC meeting, the Federal Reserve lowered the federal funds rate by 25 basis points, to a range of 4.00% to 4.25% This latest interest rate cut will support capital markets activity by bolstering investor sentiment and reducing borrowing costs. Improved liquidity will benefit most sectors, and we expect to see continued refinancing opportunities. However, challenges persist, particularly for distressed office assets. CBRE forecasts limited cap rate compression this cycle, as long-term interest rates are expected to remain elevated. This points toward a more income -focused investment cycle that underscores the importance of strategic investment decisions and careful asset selection. Experience has shown that consumer and investor behavior can quickly change during periods of heightened volatility. Lending or investment decisions should consider the potential for a continuation of recent volatility, which may affect market conditions disproportionately, depending on asset class. It is important to note that the conclusions set out in this report are valid as at the valuation date only. Where appropriate, we recommend that the valuation is closely monitored, as we continue to track how markets respond to evolving events. CBWE VALUATION & ADVISORY SERVICES iv © 2025 CBFE, INC Executive Summary Extraordinary Assumptions An extraordinary assumption is defined as "an assignment -specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser's opinions or conclusions." 1 The subject property is improved with a community garden and a coffee shop. At the request of the client, this valuation is limited to the underlying land only. No consideration has been given to the improvements. This valuation is limited to the underlaying land only. We have assumed that the subject is vacant unentitled land. • The use of these extraordinary assumptions may have impacted the assignment result. Hypothetical Conditions A hypothetical condition is defined as "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results but is used for the purposes of analysis." 2 None noted Ownership and Property History The subject property is owned by the City of Santa Ana and. In 2020 the City of Santa Ana entered into a ground lease with Thrive Santa Ana Community Land Trust who subsequently developed a micro -farm on the site. It is our understanding that the Thrive Santa Ana Community Land Trust is interested in purchasing the underlying land from the City of Santa Ana. CBRE is unaware of any arm's length ownership transfers of the property within three years of the date of appraisal. Further, the property is not reportedly being offered for sale as of the current date. Exposure/Marketing Time Current appraisal guidelines require an estimate of a reasonable time period in which the subject could be brought to market and sold. This reasonable time frame can either be examined historically or prospectively. In a historical analysis, this is referred to as exposure time. Exposure time always precedes the date of value, with the underlying premise being the time a property would have been on the market prior to the date of value, such that it would sell at its appraised value as of the date of value. On a prospective basis, the term marketing time is most often used. The exposure/marketing time is a function of price, time, and use. It is not an isolated estimate of time alone. 1 The Appraisal Foundation, USPAP, 2024 Edition (Effective January 1, 2024) 2 The Appraisal Foundation, USPAP, 2024 Edition (Effective January 1, 2024) CBRE VALUATION & ADVISORY SER/ICES v © 2025 CBRE, INC Executive Summary The following table presents the information derived from these sources. EXPOSURE/MARKETING TIME DATA CBRE Exposure Time Estimate 3 - 6 Months CBRE Marketing Period Estimate 3 - 6 Months Various Sources Compiled by CBRE CBRE VALUATION & ADVISORY SERVICES vi © 2025 CBRE, INC Table of Contents Table of Contents Certification........................................................................................................................................................................ i SubjectPhotographs...................................................................................................................................................... ii ExecutiveSummary....................................................................................................................................................... iv Tableof Contents..........................................................................................................................................................vii Scopeof Work....................................................................................................................................................................1 AreaAnalysis.................................................................................................................................................................... 5 NeighborhoodAnalysis................................................................................................................................................. 7 SiteAnalysis....................................................................................................................................................................10 Taxand Assessment Data..........................................................................................................................................14 MarketAnalysis..............................................................................................................................................................15 Highestand Best Use.................................................................................................................................................. 20 LandValue........................................................................................................................................................................21 Reconciliationof Value................................................................................................................................................26 Assumptionsand Limiting Conditions...................................................................................................................27 /_1oil 9>>►19L1 A Land Sale Data Sheets B Qualifications CBRE VALUATION & ADVISORY SER/ICES vii © 2025 CBRE, INC Scope of Work Scope of Work This Appraisal Report is intended to comply with the real property appraisal development and reporting requirements set forth under Standards Rule 1 and 2 of USPAP. The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered, and analysis is applied. Intended Use Of Report This appraisal is to be used for potential disposition and no other use is permitted. uient The client is City of Santa Ana, Community Development Agency. Intended User Of Report This appraisal is to be used by City of Santa Ana, Community Development Agency. No other user(s) may rely on our report unless as specifically indicated in this report. Intended users are those who an appraiser intends will use the appraisal or review report. In other words, appraisers acknowledge at the outset of the assignment that they are developing their expert opinions for the use of the intended users they identify. Although the client provides information about the parties who may be intended users, ultimately it is the appraiser who decides who they are. This is an important point to be clear about: The client does not tell the appraiser who the intended users will be. Rather, the client tells the appraiser who the client needs the report to be speaking to, and given that information, the appraiser identifies the intended user or users. It is important to identify intended users because an appraiser's primary responsibility regarding the use of the report's opinions and conclusions is to those users. Intended users are those parties to whom an appraiser is responsible for communicating the findings in a clear and understandable manner. They are the audience. 3 Reliance Language Reliance on any reports produced by CBRE under this Agreement is extended solely to parties and entities expressly acknowledged in a signed writing by CBRE as Intended Users of the respective reports, provided that any conditions to such acknowledgement required by CBRE or hereunder have been satisfied. Parties or entities other than Intended Users who obtain a copy of the report or any portion thereof (including Client if it is not named as an Intended User), whether as a result of its direct dissemination or by any other means, may not rely upon any opinions or conclusions contained in the report or such portions thereof, and CBRE will not be responsible for any unpermitted use of the report, its conclusions or contents or have any liability in connection therewith. 3 Appraisal Institute, The Appraisal of Real Estate, 151h ed. (Chicago: Appraisal Institute, 2020), 40. CBRE VALUATION & ADVISORY SER/ICES 1 © 2025 CBRE, INC Scope of Work Purpose of the Appraisal The purpose of this appraisal is to develop an opinion of the market value of the subject property. This valuation is limited to the underlying land only and no consideration has been given to the improvements. Definition of Value The current economic definition of market value agreed upon by agencies that regulate federal financial institutions in the U.S. (and used herein) is as follows: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. buyer and seller are typically motivated; 2. both parties are well informed or well advised, and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 5. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. 4 Interest Appraised The value estimated represents Fee Simple Estate as defined below: Fee Simple Estate - Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power and escheat. 5 Extent to Which the Property is Identified The property is identified through the following sources: • assessor's records • legal description Extent to Which the Property is Inspected Nicole Galvez inspected the subject, as well as its surrounding environs on the effective date of appraisal. This inspection was considered adequate and is the basis for our findings. Type and Extent of the Data Researched CBRE reviewed the following: 4 12 CFR, Part 34, Subpart C-Appraisals, 34.42(h). 5 Appraisal Institute, The Dictionary of Real Estate Appraisal, 7th ed. (Chicago: Appraisal Institute, 2022), 73. CBRE VALUATION & ADVISORY SER/ICES 2 © 2025 CBRE, INC Scope of Work • applicable tax data • zoning requirements • flood zone status • demographics • comparable data Type and Extent of Analysis Applied CBRE, Inc. analyzed the data gathered through the use of appropriate and accepted appraisal methodology to arrive at a probable value indication via each applicable approach to value. For vacant land, the sales comparison approach has been employed for this assignment. Statement of Competency The appraisers have the appropriate knowledge, education, and experience to complete this assignment competently. Appraisal Methodology In appraisal practice, an approach to value is included or omitted based on its applicability to the property type being valued and the quality and quantity of information available. Depending on a specific appraisal assignment, any of the following four methods may be used to determine the market value of the fee simple interest of land: • Sales Comparison Approach; • Income Capitalization Procedures; • Allocation; and • Extraction. The following summaries of each method are paraphrased from the text. The first is the sales comparison approach. This is a process of analyzing sales of similar, recently sold parcels in order to derive an indication of the most probable sales price (or value) of the property being appraised. The reliability of this approach is dependent upon (a) the availability of comparable sales data, (b) the verification of the sales data regarding size, price, terms of sale, among others, (c) the degree of comparability or extent of adjustment necessary for differences between the subject and the comparables, and (d) the absence of nontypical conditions affecting the sales price. This is the primary and most reliable method used to value land (if adequate data exists). The income capitalization procedures include three methods: land residual technique, ground rent capitalization, and Subdivision Development Analysis. A discussion of each of these three techniques is presented in the following paragraphs. The land residual method may be used to estimate land value when sales data on similar parcels of vacant land are lacking. This technique is based on the principle of balance and the related concept of contribution, which are concerned with equilibrium among the agents of production--i.e. labor, capital, coordination, and land. The land residual technique can be used to estimate land value when: 1) building value is known or can be accurately estimated, 2) stabilized, annual net operating income to the property is known or estimable, and 3) both building and land capitalization rates can be extracted from the market. Building value can be estimated for new or proposed buildings that represent the highest and best use of the property and have not yet incurred physical deterioration or functional obsolescence. CBRE VALUATION & ADVISORY SEWICES © 2025 CBRE, INC Scope of Work The subdivision development method is used to value land when subdivision and development represent the highest and best use of the appraised parcel. In this method, an appraiser determines the number and size of lots that can be created from the appraised land physically, legally, and economically. The value of the underlying land is then estimated through a discounted cash flow analysis with revenues based on the achievable sale price of the finished product and expenses based on all costs required to complete and sell the finished product. The ground rent capitalization procedure is predicated upon the assumption that ground rents can be capitalized at an appropriate rate to indicate the market value of a site. Ground rent is paid for the right to use and occupy the land according to the terms of the ground lease; it corresponds to the value of the landowner's interest in the land. Market -derived capitalization rates are used to convert ground rent into market value. This procedure is useful when an analysis of comparable sales of leased land indicates a range of rents and reasonable support for capitalization rates can be obtained. The allocation method is typically used when sales are so rare that the value cannot be estimated by direct comparison. This method is based on the principle of balance and the related concept of contribution, which affirm that there is a normal or typical ratio of land value to property value for specific categories of real estate in specific locations. This ratio is generally more reliable when the subject property includes relatively new improvements. The allocation method does not produce conclusive value indications, but it can be used to establish land value when the number of vacant land sales is inadequate. The extraction method is a variant of the allocation method in which land value is extracted from the sale price of an improved property by deducting the contribution of the improvements, which is estimated from their depreciated costs. The remaining value represents the value of the land. Value indications derived in this way are generally unpersuasive because the assessment ratios may be unreliable and the extraction method does not reflect market considerations. For the purposes of this analysis, we have utilized the sales comparison approach. Since our valuation is limited to the underlying land, the cost and income capitalization approaches are not applicable. CBRE VALUATION & ADVISORY SER/ICES 4 © 2025 CBRE, INC Area Analysis Area Analysis FWlerton Anaheim Orange icarh O�rr�er�Gr . We!;Imirster C w "Untington Beach IrOka Lake Forest Ranchr MffFQ Newport Beach Mission Viejo Allso Viejo i The subject is located in the Los Angeles -Long Beach -Anaheim, CA Metropolitan Statistical Area. Key information about the area is provided in the following tables. Population The area has a population of 12,879,186. POPULATION BY YEAR Population has increased by 50,379 since 2010, 14,000,000 12,000,000 reflecting an annual increase of 0.0%. Population 10,000,000 is projected to decrease by 111,434 between 2024 8,000,000 and 2029, reflectinga 0.2% annual population 4,000,000 p p a,000,000 decline. 2,000,000 0 Source:ESRI 2010 2024 2029 Source: ESRI, downloaded on Oct, 30 2025 CBRE VALUATION & ADVISORY SER\/ICES 5 © 2025 CBRE, INC Area Analysis The area features an average household income of $139,051 and a median household income of $97,753. Over the next five years, median household income is expected to increase by 13.1 %, or $2,565 per annum. Education A total of 40.4% of individuals over the age of 24 have a college degree, with 26.0% holding a bachelor's degree and 14.4% holding a graduate degree. Employment Health Care/Social Assistance Prof/Scientific/Tech Services Retail Trade Manufacturing Educational Services Accommodation/Food Services Construction Transportation/Warehousing Admin/Support/Waste Mgmt Srvcs Other Services (excl Publ Adm) Source: ESRI 0% 2% 4% $120,000 $100,000 $80,000 $60,000 $40,000 $20,000 $0 Source: ESRI MEDIAN INCOME BYYEAR 2024 2029 POPULATION BY DEGREE Bachelor's Degree Graduate Degree • Other 4L Source: ESRI 6% 8% 10% 12% 14% 16% The area includes a total of 6,530,147 employees and has a 5.9% unemployment rate. The top three industries within the area are Health Care/Social Assistance, Prof/Scientific/Tech Services and Retail Trade, which is a combined total of 33% of the workforce. Source: ESRI, downloaded on Oct 30, 2025; BLS.gov dated Aug 1, 2025 (preliminary) In summary, the area is forecasted to experience a decrease in population and an increase in household income. CBRE VALUATION & ADVISORY SERVICES E © 2025 CBRE, INC Neighborhood Analysis Neighborhood Analysis Garden Grove | ©mLLk A%M � ! Ei ƒ ) I � $ Santa �, E g .., �o� . T■ � � w � $ r � � f lmIValli! . k ■ _ 2 f . LOCa!|On The subject G in the city 6 Santa Ana and G considered a suburban lo alon. The city 6 Santa Ana G situated in northern Orange County. CBFEvALueCN&ADySORY SB:Z\/ICES 7 » 2025 SIN Neighborhood Analysis Boundaries The neighborhood boundaries are detailed as follows: North: Cities of Garden Grove and Orange South: 405 Freeway East: SR 55 Freeway West: City of Westminster Land Use The subject property is located less than one block south of West 1st Street, which is a major arterial. The immediate area is a combination primarily of retail uses and single-family residential uses. The County of Orange Social Services Agency is located on the south side of Walnut Avenue, south of the subject property. East of the subject is primarily single-family residential uses. There is an automotive repair shop to the adjacent west of the subject and a gas station and convenience store to the adjacent north of the subject. Access Primary access to the subject neighborhood is provided by the 1-5 and 405 Freeways. State Routes 22 and 55 also traverse the City. Major east/west arterials include Westminster Avenue, West 1st Street, and Mc Fadden Avenue. Major north/south arterials include South Flower Street, South Bristol Street, and North Harbor Boulevard. The 5 Freeway is accessible from West 1 It Street about three miles east of the subject property. Demographics Selected neighborhood demographics in 1-, 3- and 5-mile radius from the subject are shown in the following table: CBRE VALUATION & ADVISORY SER/ICES 8 © 2025 CBRE, INC Neighborhood Analysis SELECTED NEIGHBORHOOD DEMOGRAPHICS Los Angeles- Long Beach - 1901 West Walnut Street 1 Mile Radius 3 Mile Radius 5 Mile Radius Anaheim, CA Santa Ana, CA 92703 Metropolitan Statistical Area Population 2029 Total Population 54,112 337,383 706,880 12,767,752 2024 Total Population 54,075 337,944 701,959 12,879,186 2010 Total Population 58,939 359,945 703,097 12,828,807 2000 Total Population 63,979 373,486 702,911 12,365,375 Annual Growth 2024 - 2029 0.01 % -0.03% 0.14% -0.17% Annual Growth 2010 - 2024 -0.61 % -0.45% -0.01 % 0.03% Annual Growth 2000 - 2010 -0.82% -0.37% 0.00% 0.37% Households 2029 Total Households 11,267 87,343 212,972 4,618,648 2024 Total Households 11,035 85,547 206,713 4,551,896 2010 Total Households 10,422 79,109 186,357 4,233,969 2000 Total Households 10,730 79,015 182,541 4,068,976 Annual Growth 2024 - 2029 0.42% 0.42% 0.60% 0.29% Annual Growth 2010 - 2024 0.41 % 0.56% 0.74% 0.52% Annual Growth 2000 - 2010 -0.29% 0.01 % 0.21 % 0.40% Income 2024 Median Household Income $91,214 $90,454 $95,149 $97,753 2024 Average Household Income $114,063 $113,842 $121,947 $139,051 2024 Per Capita Income $23,687 $29,034 $36,051 $49,239 2024 Pop 25+ College Graduates 4,298 45,652 142,059 3,709,056 Age 25+ Percent College Graduates - 2024 12.3% 20.1 % 29.2% 40.4% Source: ESRI Gurrc fusion The area is in the stable stage of its life cycle. In keeping with the principle of conformity, we expect neighborhood land uses to continue to be similar to the present use. CBRE VALUATION & ADVISORY SERVICES 9 © 2025 CBRE, INC Site Analysis Site Analysis The following chart summarizes the salient characteristics of the subject site. Physical Description Gross Site Area Net Site Area Primary Road Frontage Secondary Road Frontage Shape Topography Parcel Number(s) Zoning District Flood Map Panel No. & Date Flood Zone Utilities Water Sewer Natural Gas Electricity Telephone/Cable/Internet Various sources compiled by CBRE Luuation SITE SUMMARY AND ANALYSIS 0.38 Acres 16,632 Sq. Ft. 0.38 Acres 16,632 Sq. Ft. West Walnut Street 174 Feet South Daisy Avenue 75 Feet Irregular Level, At Street Grade 007-332-08 C2, General Commercial 06059CO257J 3-Dec-09 Zone X(Shaded) Availability Providers Yes Santa Ana Water Services Yes Santa Ana Water Services Yes Southern California Gas Company Yes Southern California Edison Yes Various Providers The subject is located at the northwest corner of West Walnut Street and South Daisy Avenue in the City of Santa Ana. Larld Hrea The land area was obtained from the Assessor's Records. The site is considered adequate in terms of size and utility. Shape and Frontage The site is slightly irregular in shape with adequate frontage along two secondary streets. Although slightly irregular in shape, the site approximates a rectangle and the shape is not considered to impact the overall development potential of the site. Ingress/Egress The subject property is accessible from both South Daisy Avenue and West Walnut Street. CBRE VALUATION & ADVISORY SEWICES 01 © 2025 CBRE, INC Site Analysis Topography and Drainage The site is level and at street grade. The topography of the site is not seen as an impediment to the development of the property. During our inspection of the site, we observed no drainage problems and assume that none exist. Soils A soils analysis for the site has not been provided for the preparation of this appraisal. In the absence of a soils report, it is a specific assumption that the site has adequate soils to support the highest and best use. Easements and Encroachments There are no known easements or encroachments impacting the site that are considered to affect the marketability or highest and best use. It is recommended that the client/reader obtain a current title policy outlining all easements and encroachments on the property, if any, prior to making a business decision. Covenants, Conditions and Restrictions There are no known covenants, conditions or restrictions impacting the site that are considered to affect the marketability or highest and best use. It is recommended that the client/reader obtain a copy of the current covenants, conditions and restrictions, if any, prior to making a business decision. uuides and Jei vices The site includes all municipal services, including police, fire and refuse garbage collection. All utilities are available to the site in adequate quality and quantity to service the highest and best use. Envy � ��imental Issues Although CBRE was not provided an Environmental Site Assessment (ESA), a tour of the site did not reveal any obvious issues regarding environmental contamination or adverse conditions. Adjacent Properties The adjacent land uses are summarized as follows: North Gas station and convenience story South: County of Orange Social Services Agency West: Automotive repair shop East: Single family residential CBRE VALUATION & ADVISORY SER/ICES 11 © 2025 CBRE, INC Site Analysis Zoning The following chart summarizes the subject's zoning requirements. ZONING SUMMARY Current Zoning C2, General Commercial Legally Conforming Yes Uses Permitted Various retail and service uses, professional and administrative offices. Zoning Change Not likely Category Zoning Requirement Minimum Lot Size 15,000 SF Minimum Lot Width None stated; but 120 feet of street frontage is required Maximum Height 35 FT Minimum Setbacks Front Yard 15 FT Street Side Yard Corner lots adjacent to a street require 15 feet Interior Side Yard None stated Rear Yard None stated Maximum Floor Area Ratio (FAR) 0.5:1.00 Parking Requirements Varies by use; retail services require five spaces per 1,000 SF of GFA Source: City of Santa Ana Planning Dept. The subject property has a General Plan Land Use designation of General Commercial. The zoning is in conformance with the General Plan. Additional information may be obtained from the appropriate governmental authority. For purposes of this appraisal, CBRE has assumed the information obtained is correct. Development Potential Zoning allows a variety of uses, including various retail uses. Development is permitted at a FAR of 0.50:1.00, which equates to a development potential of 8,316 square feet of building area. Gulrc fusion The subject property is a parcel of land located at the northwest corner of West Walnut Street and South Daisy Street, which are both secondary streets. The site is level at grade and all utilities are on site. The subject is zoned C2, which allows a variety of retail and service uses. The site appears adequate to support development consistent with zoning. CBRE VALUATION & ADVISORY SEFZ\/ICES 12 © 2025 CBFE, INC Site Analysis Plat Map :. — a� pH FOWT ri 34 WJA01 99 7mwT N:L JfiJ7 rrf ?W-Imp .II - • ".4 k;,.n # a7$iY} tAA[n w► tr #a —Pc Ja r tirra w f u„ Sl CBREVALUATICN &ADVISORYSSWICES 13 © 2025 CBRE, INC Tax and Assessment Data Tax and Assessment Data In California, privately held real property is typically assessed at 100% of full cash value (which is interpreted to mean market value of the fee simple estate) as determined by the County Assessor. Generally, a reassessment occurs only when a property is sold (or transferred) or when new construction occurs (as differentiated from replacing existing construction). In the case of long-term ground leases, the general rule is that a reassessment is made at the time of assigning or terminating a lease where the remaining term is more than 35 years. For reassessment purposes, the lease term includes all options to extend. Assessments for properties that were acquired before the tax year 1975-1976 were stabilized as of the tax year 1975-1976. Property taxes are limited by state law to 1 % of the assessed value plus voter -approved obligations and special assessments. If no sale (or transfer) occurs or no new building takes place, assessments may not increase by more than 2% annually. The subject property is owned by the City of Santa Ana and is exempt from assessment. The 2025/2026 tax rate for the area is 1.01477%. CBRE VALUATION & ADVISORY SER/ICES 14 © 2025 CBRE, INC Market Analysis Market Analysis The subject property can support development of various retail uses and service uses. We have provided a brief overview of the improved retail market in the subject area. We recognize that this analysis is for the improved markets; however, land tends to follow the trends of the improved markets. The subject property is located within the Santa Ana submarket, which is part of the greater Orange County Metro market as defined by Costar. The following data is for the Santa Ana submarket as of 2nd Quarter 2025. Santa Ana Submarket Important characteristics of the Santa Ana retail market are summarized below: SANTA ANA RETAIL SUBMARKET Inventory Completions Occupied Stock Asking Rent Asking Rent Net Absorption Year Ending (SF) (SF) (SF) Occupancy ($/SF NNN) Change (SF) 2020 7,051,940 -1,759 6,810,592 96.6% $28.63 2.36% -30,160 2021 7,051,940 0 6,911,261 98.0% $29.70 3.76% 100,669 2022 7,044,989 -6,951 6,883,509 97.7% $31.07 4.59% -27,752 2023 7,055,421 10,432 6,789,068 96.2% $32.16 3.53% -94,441 Q12024 7,055,421 0 6,766,996 95.9% $32.54 1.18% -22,072 Q2 2024 7,057,921 2,500 6,734,708 95.4% $32.80 0.79% -32,288 Q3 2024 7,057,921 0 6,716,671 95.2% $33.15 1.06% -18,037 Q4 2024 -------------------------------------------------------------------------------------------------------------------------------- 7,057,921 0 ---6,707,206 ----------- 95.0% -------- $33.36 0.65% -9,465 2024 ------------------------------------------------------------------------------------------------------------------------------------------------------ 7,057,921 2,500 6,707,206 95.0% $33.36 3.73% -81,862 Q12025 7,060,921 3,000 6,749,179 95.6% $33.71 1.04% 41,973 Q2 2025 7,060,921 0 6,676,035 94.5% $33.69 -0.05% -73,144 Q3 2025* 7,059,458 -1,463 6,708,831 95.0% $33.88 0.56% 32,847 Q4 2025* 7,057,073 -2,385 6,704,049 95.0% $34.11 0.67% -4,323 *Future Projected Data according to Costar Source: Costar, 2nd Quarter 2025 The Santa Ana retail submarket consists of approximately 7,060,921 square feet of retail space. The current submarket inventory represents approximately 4.9% of the overall market inventory. The following observations were noted from the table above: • As of 2nd Quarter 2025, there was approximately 6,676,035 square feet of occupied retail space (including sublet space), resulting in an occupancy rate of 94.5% for the submarket. This reflects a decrease from the previous quarter's occupancy of 95.6%, and a small decrease from an occupancy rate of 95.0% from last year. The submarket occupancy is below the 96.0% market occupancy. • The submarket experienced negative 73,144 square feet of net absorption for the current quarter. This indicates a decline from the previous quarter's positive 41,973 square feet of net absorption, and an improvement from the negative 81,862 square feet of net absorption from a year ago. Overall, the submarket has experienced negative 31,171 square feet of net absorption for the current year-to-date period. The submarket's current net absorption of negative 73,144 square feet compares favorably with the overall market net absorption of negative 163,090 square feet. • The submarket had zero completions for the current quarter, which indicates a decrease from the previous quarter's completions of positive 3,000 square feet, and a decrease from the completions of positive 2,500 square feet from last year. CBRE VALUATION & ADVISORY SER/ICES 15 © 2025 CBRE, INC Market Analysis • The submarket achieved average asking rent of $33.69 per square foot, which indicates a small decrease from the previous quarter's asking rent of $33.71 per square foot, and an increase from the asking rent of $33.36 per square foot from last year. The submarket's current asking rent of $33.69 per square foot is below the overall market asking rent of $39.17 per square foot. Historical Inventory - Submarket -_. -Zy a :r�xc ors �c� ooa Eo.uc�,xa :a�lppoa INVENTORY: SANTA kNA RETAIL MARKET 1#�ifii5Md.9_36�]115,66.5&94:.%]S,iSi-+59C5.5 3,665.f�.455.595�Gf15.-054.T'St-__-__,.-93.ZMEI,5GUX4:4,G--_==1 .�3�.144r4..1111-'4iW-R�3.E314U 9AW NMI `vk G P-apdo� Com soArd m m Ca3'r3 -%urtie: Costar. 2nd 4ua1bv rmty Submarket Inventory is projected to be 7,057,073 square feet at the end of the current year, which represents a small decrease from the previous year's submarket inventory of 7,057,921 square feet. Inventory for next year is projected to be 7,047,728 square feet, reflecting a small decrease from the current year. CBRE VALUATION & ADVISORY SERVICES 16 © 2025 CBRE, INC Market Analysis Historical Occupancy - Submarket OCCUPANCY: SANTA AMA RETAIL MARKET -qctAh n- -fUN-e Njecmd Dia 3r7ar:L�. 10 Submarket occupancy is projected to be 95.0% at the end of the current year, which represents no change from the previous year's submarket occupancy of 95.0%. Submarket occupancy for next year is projected to be 95.4%, reflecting an increase from the current year. Historical Net Absorption - Submarket NET ASS0RPT10N: SANTA AMA RETAIL MARKET iOW= sWam ,u zss.aca 1673�7 ■ .73# T31-4,91 Aa -v zap -�oo-M2 ° cacaos Net absorption in the submarket is projected to be negative 2,647 square feet at the end of the current year, reflecting an improvement from the previous year's net absorption of negative 81,862 square feet. Net CBREVALUATICN &ADVISORYSSWICES 17 © 2025 CBRE, INC Market Analysis absorption for next year is projected to be positive 21,630 square feet, indicating an improvement from the current year. Historical Completions - Submarket ;ae�sre 7435L1 1tis,753 -a7C�fh� _ K _' -Liu-e P-GPuE_ C-2� BCwfr'_ m 2C3- S2LfCL. uv=:a- c•'IC 7L•ark^ D2v 47�J1 COMPLET9aNS: 5ANTA ANA RETAaL UkRKET 7-%?M5 7�8g1 The submarket is projected to achieve completions of negative 848 square feet at the end of the current year, which indicates a decline from the previous year's completions of positive 2,500 square feet. The submarket is projecting completions of negative 9,345 square feet for next year, which indicates a decline from the current year. CBREVALUATICN &ADVISORYSSWICES 18 © 2025 CBRE, INC Market Analysis Historical Asking Rent - Submarket ASKING RENT: SANTA ANA RETJJL MARKET 5T, rr 5E..a- S�Ulw moo R Mae ISM $�Iloe 513 w 51rim 35 7if w CC NN Fmure P•ajeclk Dwa aoxre#•: to as s --ouro Castar.2naOuaftc-Z02�: The submarket is projected to achieve average asking of $34.11 per square foot at the end of the current year, which represents an increase from the previous year's asking rent of $33.36 per square foot. The submarket is projected to achieve average asking rent of $35.27 per square foot, reflecting an increase from the current year. Conclusion As of Q2 2025, the average asking rent was reported at $33.69 per square foot per year which is a slight increase from $32.80 the year prior. For 2023, an increase of 3.53% was reported for asking rents and an increase of 3.73% was reported for 2024. An increase of 0.67% is projected for 2025. While average asking rents have shown increases since 2023, this is tempered slightly by limited new completions reported in 2024. There was 3,000 square feet of new retail space completed in Q1 2025, and no new completions in Q2 2025. Absorption was positive in Q1 2025, but negative in Q2 2025. Absorption was negative overall for 2024. While rental rates are seeing growth, this is tempered by the negative absorption rates. Occupancy rates have been relatively stable since the beginning of 2024. Overall, this indicates a relatively stable retail market. CBREVALUATICN &ADVISORYSSWICES 19 © 2025 CBRE, INC Highest and Best Use Highest and Best Use In appraisal practice, the concept of highest and best use represents the premise upon which value is based. The four criteria the highest and best use must meet are: • legally permissible; • physically possible; • financially feasible; and • maximally productive. The highest and best use analysis of the subject is discussed below. As vacant Legal Permissibility The subject property is zoned C2, General Commercial, which allows a variety of retail and service uses and professional and administrative offices. Physical Possibility The subject is adequately served by utilities, and has an adequate shape and size, sufficient access, and other necessary attributes for development consistent with zoning. Existing structures on similar sites provides additional evidence for the physical possibility of development. Financial Feasibility Potential uses of the site include retail or office uses. The determination of financial feasibility is dependent primarily on the relationship of supply and demand for the legally probable land uses versus the cost to create the uses. While there is a government office use on the south side of Walnut Street, there are no other office uses in the area. Additionally, there is no evidence of new office development in the subject area. There was evidence of new retail development along Bristol Street northeast of the subject. Development of a retail use on the site is considered financially feasible. Maximum Productivity - Conclusion The final test of highest and best use of the site as if vacant is that the use be maximally productive, yielding the highest return to the land. The highest and best use of the site, as vacant, would be to develop with a retail use. CBRE VALUATION & ADVISORY SER/ICES 20 © 2025 CBRE, INC Land Value Land Value Our sales research focused on transactions within the following parameters: • Location: Within a 5-mile radius. • Size: 5,000 square feet to 55,000 square feet. We initially searched for sites that are one -acre (43,560 square feet) and smaller, but limited data was found so we expanded our parameters. • Use: We focused our search on site with a similar commercial zoning designation. • Transaction Date: December 2023 to the present. The following map and table summarize the comparable data used in the valuation of the subject site. A detailed description of each transaction is included in the addenda. Aer 1F[SS In L, i Faunt��+� Vrlltl� SNA Coate me x AP" Ma Irvine CBRE VALUATION & ADVISORY SERVICES 21 © 2025 CBRE, INC Land Value SUMMARY OF COMPARABLE LAND SALES Transaction Interest Actual Sale Size Size Price No. Property Location Type Date Transferred Zoning Price (Acres) (SF) Per SF 1 Redevelopment Site Sale Feb-25 Fee Simple Commercial (SP-1) $1,050,000 0.37 16,100 $65.22 421 South Bristol Street Santa Ana, CA 92703 2 Bristol Specific Plan Site Sale Dec-24 Fee Simple SP-1 $878,000 0.30 13,016 $67.46 1421 N Bristol Street Santa Ana, CA 92706 3 Vacant Site Zoned CL Sale Aug-24 Fee Simple CL $1,100,000 0.43 18,881 $58.26 2821 Bristol St Costa Mesa, CA 92626 4 Commercial Land Sale Jan-24 Fee Simple Commercial (C-2) $3,345,500 1.30 56,628 $59.08 2202 East 1 st Street Santa Ana, CA 92705 5 Near Future Harbor Mixed -Use Sale Dec-23 Fee Simple CSM - Commercial $435,000 0.15 6,621 $65.70 Transit Corridor South Main 112 E. Camile Street Santa Ana, CA 92701 Subject 1901 West Walnut Street --- --- C2, General --- 0.38 16,632 --- Santa Ana, CA 92703 Commercial ' Adjusted sale price for cash equivalency and/or development costs (where applicable) Compiled by CBRE Discussion/Analysis of Land Sales Conditions of Sal elRnancing All sales were indicated to be cash -to -seller transactions or financed by a third party at market terms, and none appeared to occur under duress. As such, no adjustments for cash equivalency were necessary. In addition, the sales reflected arm's length transactions; therefore, no adjustments for conditions of sale were warranted. Details of each of the comparable are located on the data sheets in the addenda of this report. Market Conditions Changes in the economic environment over time that affect the appreciation and depreciation of real estate. Based on our analysis, which includes discussions with market participants, retail rental rates (for the improved market) saw increases in 2023 and 2024. Based on our discussions with market participants, land has not seen the same increases and values have been relatively stable since early 2025. We have utilized an upward adjustment of 2.5% annually from January 2023 through December 2024 and have held values stable from January 2025 to the present to account for market conditions. Size Considers the inverse relationship that often exists between parcel size and unit value. Comparable 4 is larger than the subject and warrants and upward adjustment. Comparable 5 is smaller than the subject and warrants a downward adjustment. Shape The subject property has a slightly irregular shape. Comparables 3 and 4 have long and narrow shapes that are considered inferior when compared to the subject property. Comparables 3 and 4 warrant upward adjustments. CBRE VALUATION & ADVISORY SERVICES L © 2025 CBFE, INC Land Value Corner/Access The subject property has a corner orientation. Comparables 2, 3, 4, and 5 have interior orientation and are considered inferior when compared to the subject. Comparables 2, 3, 4, and 5 warrant upward adjustments. Visibility/ Frontage The subject property is situated along a two secondary streets. Comparables 1, 2, and 4 have frontage along arterial streets and have superior visibility when compared to the subject. Comparables 1, 2, and 4 warrant downward adjustments. Locat i on Market or submarket area influences on sale price; and surrounding land use influences. We have also considered asking rental rates in determining a location adjustment. Comparable 3 is located in Costa Mesa, which is considered superior when compared to the subject and warrants a downward adjustment. Zoning/ Density Density of development and productivity of the land can be impacted by differences in land use regulations, although land may be similarly zoned. Comparable 3 has a commercial zoning designation that is more restrictive than the subject's zoning designation. Comparable 3 warrants an upward adjustment. Ent it I ement s Planning approvals in place at the time of sale. Comparable 4 sold with a completed EIR, which is superior to the subject and warrants a downward adjustment. CBRE VALUATION & ADVISORY SERVICES 23 © 2025 CBFE, INC Summary of Adjustments Based on our comparative analysis, the following chart summarizes the adjustments warranted to each comparable. LAND SALES ADJUSTMENT GRID Comparable Number 1 2 3 4 5 Subject Transaction Type Sale Sale Sale Sale Sale --- Transaction Date Feb-25 Dec-24 Aug-24 Jan-24 Dec-23 --- Interest Transferred Fee Simple Fee Simple Fee Simple Fee Simple Fee Simple Zoning Commercial (SP-1) SPA CL Commercial (C-2) CSM - Commercial C2, General South Main Commercial Actual Sale Price $1,050,000 $878,000 $1,100,000 $3,345,500 $435,000 --- Adjusted Sale Price $1,050,000 $878,000 $1,100,000 $3,345,500 $435,000 --- Size (Acres) 0.37 0.30 0.43 1.30 0.15 0.38 Size (SF) 16,100 13,016 18,881 56,628 6,621 16,632 Price Per SF $65.22 $67.46 $58.26 $59.08 $65.70 --- Price ($ PSF) $65.22 $67.46 $58.26 $59.08 $65.70 Property Rights Conveyed 0% 0% 0% 0% 0% Financing Terms 1 0% 0% 0% 0% 0% Conditions of Sale 0% 0% 0% 0% 0% Market Conditions (Time) 0.0% 0.0% 0.0% 0.0% 0.0% Subtotal $65.22 $67.46 $58.26 $59.08 $65.70 Size -- -- -- Inferior Superior Shape Inferior Inferior Corner/Access Inferior Inferior Inferior Inferior Visibitlity/Frontage Superior Sig. Superior Superior Topography Location Superior Zoning/Density Inferior Entitlements Superior Overall Comparison Superior Superior Inferior Inferior Superior 1 Adjusted sale price for cash equivalency and/or development costs (where applicable) Compiled by CBRE CBRE VALUATION & ADVISORY SER/ICES 24 © 2025 CBRE, INC Land Value Conclusion Based on the foregoing discussion of comparability, the market data and the subject property may be arrayed as follows: LAND VALUE ARRAY Data No. Overall Comparison Time Adjusted Price/SF 2 Superior $67.46 5 Superior $65.70 1 Superior $65.22 -- SUBJECT -- 4 Inferior $59.08 3 Inferior $58.26 Compiled by CBRE The preceding analysis indicates an overall value range for the subject of $58.26 to $67.46 per square foot. Comparables 1 and 2 are superior primarily due to their superior visibility/frontage. Comparable 5 is superior as a result of its smaller size. Comparable 3 is considered inferior due to its long and narrow shape, interior orientation, and inferior zoning. These factors are partially offset by tis superior location. Comparable 4 is considered inferior as a result of its larger size, and inferior shape. These factors are partially offset by its superior visibility/frontage. We have bracketed the range of value for the subject between Comparable 4, which is inferior at $59.08 per square foot and Comparable 1, which is superior at $65.22 per square foot. Based on our analysis, we have concluded as follows: CONCLUDED LAND VALUE $ PSF Subject SF Total $62.00 x 16,632 = $1,031,184 Rounded $1,030,000 Compiled by CBRE CBRE VALUATION & ADVISORY SER/ICES 25 © 2025 CBRE, INC Reconciliation of Value Reconciliation of Value In the sales comparison approach, the subject is compared to similar properties that have been sold recently or for which listing prices or offers are known. The sales used in this analysis are considered highly comparable to the subject, and the required adjustments were based on reasonable and well -supported rationale. In addition, market participants are analyzing purchase prices on similar properties as they relate to available substitutes in the market. Therefore, the sales comparison approach is considered to provide a reliable value indication. Based on the foregoing, the market value of the subject has been concluded as follows: MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised Date of Value Value Conclusion Land Only Fee Simple Estate October 24, 2025 $1,030,000 Compiled by CBRE CBREVALUATION&ADVISORYSER/ICES 26 ©2025CBFE INC Assumptions and Limiting Conditions Assumptions and Limiting Conditions 1. CBRE, Inc. through its appraiser (collectively, "CBRE") has inspected through reasonable observation the subject property. However, it is not possible or reasonably practicable to personally inspect conditions beneath the soil and the entire interior and exterior of the improvements on the subject property. Therefore, no representation is made as to such matters. 2. The report, including its conclusions and any portion of such report (the "Report"), is as of the date set forth in the letter of transmittal and based upon the information, market, economic, and property conditions and projected levels of operation existing as of such date. The dollar amount of any conclusion as to value in the Report is based upon the purchasing power of the U.S. Dollar on such date. The Report is subject to change as a result of fluctuations in any of the foregoing. CBRE has no obligation to revise the Report to reflect any such fluctuations or other events or conditions which occur subsequent to such date. 3. Unless otherwise expressly noted in the Report, CBRE has assumed that: (i) Title to the subject property is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value. CBRE has not examined title records (including without limitation liens, encumbrances, easements, deed restrictions, and other conditions that may affect the title or use of the subject property) and makes no representations regarding title or its limitations on the use of the subject property. Insurance against financial loss that may arise out of defects in title should be sought from a qualified title insurance company. (ii) Existing improvements on the subject property conform to applicable local, state, and federal building codes and ordinances, are structurally sound and seismically safe, and have been built and repaired in a workmanlike manner according to standard practices; all building systems (mechanical/electrical, HVAC, elevator, plumbing, etc.) are in good working order with no major deferred maintenance or repair required; and the roof and exterior are in good condition and free from intrusion by the elements. CBRE has not retained independent structural, mechanical, electrical, or civil engineers in connection with this appraisal and, therefore, makes no representations relative to the condition of improvements. CBRE appraisers are not engineers and are not qualified to judge matters of an engineering nature, and furthermore structural problems or building system problems may not be visible. It is expressly assumed that any purchaser would, as a precondition to closing a sale, obtain a satisfactory engineering report relative to the structural integrity of the property and the integrity of building systems. (iii) Any proposed improvements, on or off -site, as well as any alterations or repairs considered will be completed in a workmanlike manner according to standard practices. (iv) Hazardous materials are not present on the subject property. CBRE is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater, mold, or other potentially hazardous materials may affect the value of the property. (v) No mineral deposit or subsurface rights of value exist with respect to the subject property, whether gas, liquid, or solid, and no air or development rights of value may be transferred. CBRE has not considered any rights associated with extraction or exploration of any resources, unless otherwise expressly noted in the Report. (vi) There are no contemplated public initiatives, governmental development controls, rent controls, or changes in the present zoning ordinances or regulations governing use, density, or shape that would significantly affect the value of the subject property. (vii) All required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be readily obtained or renewed for any use on which the Report is based. (viii)The subject property is managed and operated in a prudent and competent manner, neither inefficiently, nor super -efficiently. (ix) The subject property and its use, management, and operation are in full compliance with all applicable federal, state, and local regulations, laws, and restrictions, including without limitation environmental laws, seismic hazards, flight patterns, decibel levels/noise envelopes, fire hazards, hillside ordinances, density, allowable uses, building codes, permits, and licenses. (x) The subject property is in full compliance with the Americans with Disabilities Act (ADA). CBRE is not qualified to assess the subject property's compliance with the ADA, notwithstanding any discussion of possible readily achievable barrier removal construction items in the Report. (xi) All information regarding the areas and dimensions of the subject property furnished to CBRE are correct, and no encroachments exist. CBRE has neither undertaken any survey of the boundaries of the subject property, nor reviewed or confirmed the accuracy of any legal description of the subject property. CBRE VALUATION & ADVISORY SER/ICES 27 © 2025 CBRE, INC Assumptions and Limiting Conditions Unless otherwise expressly noted in the Report, no issues regarding the foregoing were brought to CBRE's attention, and CBRE has no knowledge of any such facts affecting the subject property. If any information inconsistent with any of the foregoing assumptions is discovered, such information could have a substantial negative impact on the Report and any conclusions stated therein. Accordingly, if any such information is subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. CBRE assumes no responsibility for any conditions regarding the foregoing, or for any expertise or knowledge required to discover them. Any user of the Report is urged to retain an expert in the applicable field(s) for information regarding such conditions. 4. CBRE has assumed that all documents, data and information furnished by or on behalf of the client, property owner or owner's representative are accurate and correct, unless otherwise expressly noted in the Report. Such data and information include, without limitation, numerical street addresses, lot and block numbers, Assessor's Parcel Numbers, land dimensions, square footage area of the land, dimensions of the improvements, gross building areas, net rentable areas, usable areas, unit count, room count, rent schedules, income data, historical operating expenses, budgets, and related data. Any error in any of the above could have a substantial impact on the Report and any conclusions stated therein. Accordingly, if any such errors are subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. The client and intended user should carefully review all assumptions, data, relevant calculations, and conclusions of the Report and should immediately notify CBRE of any questions or errors within 30 days after the date of delivery of the Report. 5. CBRE assumes no responsibility (including any obligation to procure the same) for any documents, data or information not provided to CBRE, including, without limitation, any termite inspection, survey or occupancy permit. 6. All furnishings, equipment and business operations have been disregarded with only real property being considered in the Report, except as otherwise expressly stated and typically considered part of real property. 7. Any cash flows included in the analysis are forecasts of estimated future operating characteristics based upon the information and assumptions contained within the Report. Any projections of income, expenses and economic conditions utilized in the Report, including such cash flows, should be considered as only estimates of the expectations of future income and expenses as of the date of the Report and not predictions of the future. This Report has been prepared in good faith, based on CBRE's current anecdotal and evidence -based views of the commercial real estate market. Although CBRE believes its views reflect market conditions on the date of this Report, they are subject to significant uncertainties and contingencies, many of which are beyond CBRE's control. In addition, many of CBRE's views are opinion and/or projections based on CBRE's subjective analyses of current market circumstances. Actual results are affected by a number of factors outside the control of CBRE, including without limitation fluctuating economic, market, and property conditions. Actual results may ultimately differ from these projections, and CBRE does not warrant any such projections. Further, other firms may have different opinions, projections and analyses, and actual market conditions in the future may cause CBRE's current views to later change or be incorrect. CBRE has no obligation to update its views herein if its opinions, projections, analyses or market circumstances later change. 8. The Report contains professional opinions and is expressly not intended to serve as any warranty, assurance or guarantee of any particular value of the subject property. Other appraisers may reach different conclusions as to the value of the subject property. Furthermore, market value is highly related to exposure time, promotion effort, terms, motivation, and conclusions surrounding the offering of the subject property. The Report is for the sole purpose of providing the intended user with CBRE's independent professional opinion of the value of the subject property as of the date of the Report. Accordingly, CBRE shall not be liable for any losses that arise from any investment or lending decision based upon the Report that the client, intended user, or any buyer, seller, investor, or landing institution may undertake related to the subject property, and CBRE has not been compensated to assume any of these risks. Nothing contained in the Report shall be construed as any direct or indirect recommendation of CBRE to buy, sell, hold, or finance the subject property. 9. No opinion is expressed on matters which may require legal expertise or specialized investigation or knowledge including, but not limited to, environmental, social, and governance principles ("ESG"), beyond that customarily employed by real estate appraisers. Any user of the Report is advised to retain experts in areas that fall outside the scope of the real estate appraisal profession for such matters. 10. CBRE assumes no responsibility for any costs or consequences arising due to the need, or the lack of need, for flood hazard insurance. An agent for the Federal Flood Insurance Program should be contacted to determine the actual need for Flood Hazard Insurance. 11. Acceptance or use of the Report constitutes full acceptance of these Assumptions and Limiting Conditions and any special assumptions set forth in the Report. It is the responsibility of the user of the Report to read in full, comprehend and thus become aware of all such assumptions and limiting conditions. CBRE assumes no responsibility for any situation arising out of the user's failure to become familiar with and understand the same. 12. The Report applies to the property as a whole only, and any pro ration or division of the title into fractional interests will invalidate such conclusions, unless the Report expressly assumes such pro ration or division of interests. CBRE VALUATION & ADVISORY SEWICES 28 © 2025 CBRE, INC Assumptions and Limiting Conditions 13. The allocations of the total value estimate in the Report between land and improvements apply only to the existing use of the subject property. The allocations of values for each of the land and improvements are not intended to be used with any other property or appraisal and are not valid for any such use. 14. The maps, plats, sketches, graphs, photographs, and exhibits included in this Report are for illustration purposes only and shall be utilized only to assist in visualizing matters discussed in the Report. No such items shall be removed, reproduced, or used apart from the Report. 15. The Report shall not be duplicated or provided to any unintended users in whole or in part without the written consent of CBRE, which consent CBRE may withhold in its sole discretion. Exempt from this restriction is duplication for the internal use of the intended user and its attorneys, accountants, or advisors for the sole benefit of the intended user. Also exempt from this restriction is transmission of the Report pursuant to any requirement of any court, governmental authority, or regulatory agency having jurisdiction over the intended user, provided that the Report and its contents shall not be published, in whole or in part, in any public document without the written consent of CBRE, which consent CBRE may withhold in its sole discretion. Finally, the Report shall not be made available to the public or otherwise used in any offering of the property or any security, as defined by applicable law. Any unintended user who may possess the Report is advised that it shall not rely upon the Report or its conclusions and that it should rely on its own appraisers, advisors and other consultants for any decision in connection with the subject property. CBRE shall have no liability or responsibility to any such unintended user. CBRE VALUATION & ADVISORY SERVICES 29 © 2025 CBRE INC Addenda Addenda CBRE VALUATION & ADVISORY SER/ICES 30 © 2025 CBRE, INC Addenda Addendum A Land Sale Data Sheets CBRE VALUATION & ADVISORY SER/ICES 31 © 2025 CBRE, INC Property Name Redevelopment Site Address 421 South Bristol Street Santa Ana, CA 92703 County Orange Govt./Tax ID 008-232-36 & -32 Area Measurement(NRA) 1,367.00 Land Area Net 0.370 ac/ 16,100 sf Land Area Gross 0.440 ac/ 19,167 sf Site Development Status Finished Utilities All to Site Maximum FAR N/A Max Allow Bldg Units/Density N/A Min Land Bldg Ratio N/A Shape Rectangular Primary Frontage 176 ft on South Bristol Secondary Frontage 107 ft on West Myrtle Topography Level, At Street Grade Flood Zone Class Zone X (Shaded) Flood Panel No./ Date 06059CO257J/ Dec 2009 Zoning Commercial (SP-1) Entitlement Status None Proposed Use or Development N/A IS Type Sale Interest Transferred Fee Simple Condition of Sale None Recorded Buyer Han Properties, LLC, a California Limited Liability Company Buyer Type N/A Recorded Seller Bristol HC Dev Partners LLC, a California Limited Liability Company Marketing Time N/A Listing Broker N/A Doc # 55843 Comments 4 77.501 1 4V Primary Verification Transaction Date Recording Date Sale Price Financing Cash Equivalent L MYRTLE CoStar, Grand Deed, Core Logic 02/18/2025 N/A $1,050,000 Cash to Seller $1,050,000 Capital Adjustment $0 % Interest Purchased 100% Adjusted Price $1,050,000 Adjusted Price / ac and $2,840,909 / $65.22 / sf Adjusted Price/ FAR N/A Adjusted Price/ Unit N/A This is the sale of a redevelopment site along South Bristol Street in Santa Ana. The site measures 16,100 net square feet and was improved with a small building measuring 1, 367 square feet at the time of sale. The site is zoned for commercial uses by the city of Santa Ana. The sale price was $1,050,000, or approximately $65 per net square foot. No brokers were involved in the sale. The buyer is a dentist who planned to develop their own dental office use to owner -occupy. Property Name Bristol Specific Plan Site Address 1421 N Bristol Street Santa Ana, CA 92706 County Orange Govt./Tax ID 405-252-32 Area Measurement(NRA) Land Area Net 0.299 ac/ 13,016 sf Land Area Gross 0.299 ac/ 13,016 sf Site Development Status Semi -Finished Utilities To the site Maximum FAR N/A Max Allow Bldg Units/Density N/A Min Land Bldg Ratio N/A Shape Rectangular Primary Frontage N/A Secondary Frontage N/A Topography Level, At Street Grade Flood Zone Class Zone X (Shaded) Flood Panel No./ Date 06059C0144J/ Dec 2009 Zoning SP-1 Entitlement Status None Proposed Use or Development Retail Type Sale Interest Transferred Fee Simple Condition of Sale None Recorded Buyer Bayrich Development Usa Llc Buyer Type N/A Recorded Seller GONZALES ROBERT P & MELVA M Marketing Time 8 Month(s) Listing Broker Tom Papoulias/Coldwell Banker Doc # 322337 Primary Verification Listing Broker, Public Records, Costar Transaction Date 12/04/2024 Recording Date 12/11/2024 Sale Price $878,000 Financing Cash to Seller Cash Equivalent $878,000 Capital Adjustment $0 % Interest Purchased 100% Adjusted Price $878,000 Adjusted Price / ac and $2,938,420 / $67.46 / sf Adjusted Price/ FAR N/A Adjusted Price/ Unit N/A This is a 0.3-acre retail site that is located along Bristol Street in Santa Ana. The site is semi -finished with curbs, gutters, partially graded and utilities at the street. The site is located in SP-1 specific plan which allows for primarily retail uses. The site was listed for $1,095,000 and sold for $878,000. Property Name Vacant Site Zoned CL Address 2821 Bristol St Costa Mesa, CA 92626 County Orange Govt./Tax ID 418-181-11 Area Measurement(NRA) Land Area Net 0.433 ac/ 18,881 sf Land Area Gross 0.433 ac/ 18,881 sf Site Development Status Finished Utilities At Street Maximum FAR N/A Max Allow Bldg Units/Density N/A Min Land Bldg Ratio N/A Shape Rectangular Primary Frontage N/A Secondary Frontage N/A Topography Generally Level Flood Zone Class Zone X (Unshaded) Flood Panel No./ Date 06059CO267J/ Dec 2009 Zoning CL Entitlement Status N/A Proposed Use or Development Parking lot Type Sale Interest Transferred Fee Simple Condition of Sale Normal Recorded Buyer 2821 Bristol Site LLC Buyer Type Private Investor Recorded Seller GS BUILDING LP Marketing Time 2 Month(s) Listing Broker Matthew Wenzel, Marcus Millichap Doc # 221121 Primary Verification Listing Broker, Public records, Grant Deed Transaction Date 08/14/2024 Recording Date 08/27/2024 Sale Price $1,100,000 Financing N/A Cash Equivalent $1,100,000 Capital Adjustment $0 % Interest Purchased 100% Adjusted Price $1,100,000 Adjusted Price / ac and $2,538,071 / $58.26 / sf Adjusted Price/ FAR N/A Adjusted Price/ Unit N/A A private individual sold this 0.43 acre lot to another private individual for $1,100,000 or $2,538,071.07 per acre. The property is zoned Commercial Limited which allows for light industrial and commercial uses. The site a narrow rectangular shape with a width of 50 feet and a depth of approximately 375 feet and is currently asphalt paved and utilized as a parking lot and the buyer does not currently have set plans for development. The property was on the market for 76 days with an original asking price of $1,200,000. The buyer did not utilize financing for the purchase. Property Name Commercial Land Address 2202 East 1st Street Santa Ana, CA 92705 County Orange Govt./Tax ID 402-181-04 Area Measurement(NRA) Land Area Net 1.300 ac/ 56,628 sf Land Area Gross 1.300 ac/ 56,628 sf Site Development Status Finished Utilities At site Maximum FAR N/A Max Allow Bldg Units/Density 188 / 144.62 Min Land Bldg Ratio N/A Shape Irregular Primary Frontage 140 ft on First Secondary Frontage N/A Topography Level, At Street Grade Flood Zone Class Zone X (Unshaded) Flood Panel No./ Date 06059CO277J/ Dec 2009 Zoning Commercial (C-2) Entitlement Status EIR Complete Proposed Use or Development Senior Housing & Care Type Sale Interest Transferred Fee Simple Condition of Sale None Recorded Buyer AMG & Associates, LLC Buyer Type Developer Recorded Seller Executive Car Leasing Company Marketing Time N/A Listing Broker N.A. Doc # 24-21264 Primary Verification Deed/Costar Transaction Date 01 /30/2024 Recording Date 01 /24/2024 Sale Price $3,345,500 Financing Cash to Seller Cash Equivalent $3,345,500 Capital Adjustment $0 % Interest Purchased 100% Adjusted Price $3,345,500 Adjusted Price / ac and $2,573,462 / $59.08 / sf Adjusted Price/ FAR N/A Adjusted Price/ Unit $17,795 This is a 1.3-acre commercial site located along 1 st Street in Santa Ana. The site is a deep and narrow lot, formerly used as a a car leasing lot, adjacent to a recently constructed senior housing development. The site is zoned C2 - Commercial and has direct access from East 1 st Street. On January 22, 2024, the property sold for $3,345,500 or $59/site sf to a developer. Per public records, the planned development of the site is a senior living facility. No special conditions were noted. Near Future Harbor Mixed -Use Transit Property Name Corridor Address 112 E. Camile Street Santa Ana, CA 92701 County Govt./Tax ID Area Measurement(NRA) Land Area Net Land Area Gross Site Development Status Utilities Maximum FAR Max Allow Bldg Units/Density Min Land Bldg Ratio Shape Primary Frontage Secondary Frontage Topography Flood Zone Class Flood Panel No./ Date Zoning Entitlement Status Proposed Use or Development Transaction Details Type Interest Transferred Condition of Sale Recorded Buyer Buyer Type Recorded Seller Marketing Time Listing Broker Doc # Comments Orange County 404-101-13 6,621.00 0.152 ac/ 6,621 sf 0.152 ac/ 6,621 sf Semi -Finished To the Site N/A N/A N/A Rectangular N/A N/A Level, At Street Grade Zone X (Unshaded) 06059CO276J/ Dec 2009 CSM - Commercial South Main None N/A Sale Fee Simple None N/Av. End User Raman Rampal 1 Month(s) Thomas Kadar - Keller Williams Costa Mesa, (949) 933-0488, tom@tomkadar.com N/Av. Primary Verification Transaction Date Recording Date Sale Price Financing Cash Equivalent Capital Adjustment % Interest Purchased Listing Broker 12/15/2023 12/15/2023 $435,000 Market Rate Financing $435,000 $0 100% Adjusted Price $435,000 Adjusted Price / ac and $2,861,842 / $65.70 / sf Adjusted Price/ FAR N/A Adjusted Price/ Unit N/A The sale is of a commercial lot consisting of 6,534 SF (0.15 acres), located mid -block along E. Camile Street within Santa Ana, near future harbor mixed -use transit corridor. The property is concrete paved and improved with a small building (875 SF) in the rear. The lot is gated with surrounding uses consisting of single- and multi -family developments and is zoned CSM - Commercial South Main. On December 15, 2023, the property sold for $435,000 or $66.57/SF of land to an owner/user. No special conditions were noted. Addenda Addendum B Qualifications CBRE VALUATION & ADVISORY SER/ICES 32 © 2025 CBRE, INC PROFILES Professional Affiliations / Accreditations VALUATION & ADVISORY SERVICES Beth B. Finestone. MAI, AI-GRS, FRICS, CRE Executive Vice President Woodland Hills, CA T +1 818 2513669 E Beth.Finestone@CBRE.com Professional Experience Beth B. Finestone, MAI, AI-GRS, FRICS, CRE, is an Executive Vice President for CBRE's Valuation & Advisory Services (VAS). She has been appraising in Southern California since 1981, specializing in valuation and consulting services related to public agency and right-of-way clients and for major investment -grade commercial properties and special purpose properties. She also has extensive expertise in valuing large tracts of land for conservation, mitigation and other purposes. - Member: Appraisal Institute Ms. Finestone's clients include public agencies, right-of-way firms, lenders, - Designation: Appraisal Institute - institutional investors, major corporations, law firms, and individual property General Review Specialist (AI-GRS) owners. Her services include a wide range of specialized studies including ground - Fellow: Royal Institution of lease rent studies, partial interest acquisitions, value diminution (from both internal Chartered Surveyors and external influences), market demand, feasibility, severance damages and - Member: The Counselors of Real Estate project benefits, investment analysis, assessment allocation, reuse analysis, and - Member: International Right of Way the valuation of partial interests including leasehold, leased fee, possessory Association interests, and minority interests. - License: California State Certified General Real Estate Appraiser She is experienced in valuing full and partial acquisitions related to eminent - Certified: Uniform Appraisal domain actions. These services include the valuation of fee acquisitions, Standards for Federal Land permanent and temporary easements, including the appraisal of railroad and other Acquisitions (Yellow Book) types of corridors, pipeline easements and transmission line easements. She has been a featured speaker at Appraisal Institute, International Right of Way, Education and legal functions. She was the 2019 President of the Southern California Chapter - M.B.A., Pepperdine University of the Appraisal Institute, the largest chapter in the country. - B.S., Kinesiology, University of California, Los Angeles Beth was previously a Managing Director for and a principal of Integra Realty - Certified by the Appraisal Resources - Los Angeles. In addition, she was the Executive Director of Integra Institute's program of continuing Realty Resources - Orange County. During her career, she has held senior education for its designated positions with Finestone & Associates and Cushman & Wakefield. members. ©2025 CBRE, INC. PROFILES - CBRE Recognition - Los Angeles Business Journal 2009 Nominee for Executive of the Year - Women Making a Difference, May 2009 - Designated one of Real Estate Southern California's 2006 Women of Influence, October 2006 Seminar Presentations - Corridors, Crops & Condemnation (IRWA National Conference in San Diego, June 2015) - Eminent Domain Appraisals: Pitfalls & Value -Added Services (RICS - Southern California Chapter, CPD Presentation, April 16, 2015) - Government Buildings (Appraisal Institute, Special Purposes Seminar, July 15, 2014) - The Trouble with Ignoring Building Code Violators (SCCAI 43'd Annual Litigation Seminar, Moderator, November 15, 2013) - Conflicting Mandates & Instructions Between USPAP, Yellow Book, & Caltrans Appraisal Guidelines (IRWA Annual Valuation Seminar, April 24, 2012) - Current Issues in Real Estate Appraisal (Lorman Education Services, live audio conference, March 8, 2012) - The Role of the Appraiser in Construction Defect Litigation: Measuring Damages from Construction Defects (MCLE- approved presentation, January 11, 2012, March 4, 2010, and February 10, 2010) Expert Testimony Ms. Finestone has qualified as an expert witness in real estate matters and has testified before: - Superior Courts: Los Angeles and Orange Counties - Arbitration Hearings: Los Angeles County - Tax Appeal Boards: Los Angeles and San Diego Counties Representative Appraisal Assignments - Appraisal of 50+ single-family residences (SFRs) impacted by the 1-405 Widening Project in Costa Mesa. The acquisitions all involve temporary construction easements (TCEs). This assignment required an analysis of temporary severance damages due to impacts to rear yards as well as a valuation of all site improvements in the TCE areas. Appraisal of 50+ commercial properties impacted by various types of partial acquisitions related to the 1-405. Some of the appraisals were extremely complex with significant severance damage studies required. - Multiple appraisal assignments for LACMTA included: - Appraisal of a 1.25-acre parcel improved with a Class A,12-story, medical office building constructed circa 1962, an adjacent one-story bank building and an attached four-story parking structure known as the Westwood Medical Plaza. It is located along the proposed Purple Line Subway Extension Project Corridor, specifically on the northeast corner of Wilshire Boulevard and Westwood Boulevard in the Westwood neighborhood within the City of Los Angeles. As part of this project, LACMTA is seeking acquire various permanent and temporary property interests, and to relocate existing tenants within the subject property. The purpose of this appraisal was to estimate the fair market value of the property interests (Parts Taken) to be acquired from the Larger Parcel and to make a determination as to the impact of the proposed acquisitions on the Remainder Parcel. - Appraisal of Wilshire Federal Building: Appraisal of a deep tunnel easement on the Wilshire frontage of the Federal Building as part of LACMTA's Purple Line extension. Consideration was given to the redevelopment potential of the site and the benefits to the remainder, as well as to the value of the parts taken. - Appraisal involving the valuation of partial acquisitions impacting the Westfield Mall in Century City as part of LACMTA's Purple Line extension. This assignment was challenging with respect to valuing the underlying land associated with the larger parcel. The property is unique due to its location and its size. Complexities involved determining the number of trips allocated to the site as this in part drives land value. Again, consideration was given to damages and benefits, as well as to the value of the parts taken. ©2025 CBRE, INC. PROFILES _-= — Appraisal of numerous surface and subsurface acquisitions were required on the Veteran's Administration property for the construction of a subway station and tunnel easements for LACMTA's Purple Line. Significant research was required relative to the VA specific plan and the highest and best use of the property. Consideration was given to damages and project benefits as well as the value of the parts acquired. — Appraisal of 50± miles of pipeline easement running through UPRR and BNSF rail corridors in Urban Los Angeles. — Multiple appraisal assignments for RCTC included: — Appraisal of parcels under more than 50 separate ownerships affected by acquisitions and easements for the SR-91 Corridor Improvement Project through the City of Corona. The complete summary appraisal reports and appraisal summary statements included a valuation of the properties in the before and after condition. Some of the properties had significant severance damage analyses due to loss of building improvements, parking, loading, etc. — City of Riverside 69 kV Electrical Transmission Line Project: Initially valued 22 residential and commercial properties in the City of Riverside. These properties all had a three -foot -wide partial taking along their frontage to accommodate the construction of a 69 kV transmission line. This represented Phase One of this assignment. Phase Two involved the partial taking of land over seven properties owned by UCR for the construction of a transmission line. The final phase involved approximately 100 properties of various types which were impacted by partial acquisitions for the construction of a transmission line. The final phase involved approximately 90 properties of various types which will be impacted by partial takes for the construction of a transmission line. — Appraisal of in excess of75 private properties on behalf of CHSRA. The propertytypes included agricultural, commercial and residential. Most of the appraisals involved partial acquisitions. In addition, Ms. Finestone completed the appraisal of over 50 railroad corridor properties in conjunction with the high-speed rail project. — Appraisal of the Del Mar Fairgrounds, Racetrack, and Horsepark (450 acres of land and over 1,000,000 square feet in improvements) for the California Department of General Services. — Completed an appraisal of a property that represents one of the largest parcels of undeveloped and unprotected coastal property in Southern California (Banning Ranch). Much of the site had been occupied by oil operations since the 1940's. The appraisal of this property was very complex in that the highest and best use of the property was not clear at the onset of the assignment. This property consists of degraded wetlands, open space, and a small area with the potential for residential development. The goal of this project was to prepare an appraisal for acquisition purposes such that the buyer and seller could agree on a purchase price and put the property under contract. — West Coyote Hills: Appraised Neighborhoods 1 and 3 of Vested Tentative Tract Map (VTTM) 17609. This is commonly referred to as Neighborhoods 1 and 3 of the West Coyotes Hills Property. Neighborhood 1 consists of 10.4± acres and was proposed for development with 16 residential units. Neighborhood 3 is 13.7± acres and was proposed for development with 59 residential units. Neighborhoods 1 and 3 were valued separately. The intended users of the report were the California State Coastal Conservancy, City of Fullerton, Wildlife Conservation Board, Rivers and Mountains Conservancy, California Department of Parks and Recreation, California Natural Resources Agency, and the US Fish and Wildlife Service. This report was prepared to Federal Standards in conformance with Yellow Book guidelines and the acquisition was made based on our appraisal. — Appraisal in Fresno County for the State Department of Water Resources, which included 22 permanent flowage easements and three partial fee acquisitions. Some of the proposed flowage easements overlapped existing road and utility easements which had to be considered. Due to the nature of the flowage easements, substantial severance damages accrued to the remainder parcels which had to be considered. This assignment also included the consideration of orchard and crop values. — Multiple appraisal assignments for the U.S. Department of the Interior, Appraisal and Valuation Services Office (AVSO) prepared to Federal Standards in accordance with Yellow Book guidelines. These were for acquisition purposes related to the San Joaquin River Restoration Project and for the acquisition land to be acquired for National Wilderness areas. ©2025 CBRE, INC. PROFILES VALUATION & ADVISORY SERVICES Nicole B. Galvez Vice President, Woodland Hills, CA E nicole.galvez@cbre.com °a Professional Experience r Pro Affiliations / Accreditations - Licensed: California Certified General Real Estate Appraiser No.3005597 - Member: Appraisal Institute, Southern California Chapter - Member: International Right of Way Association Education - M.B.A., University of Phoenix - B.A., Business Administration, California State University, Northridge CBRE Nicole Galvez is a Vice President for CEIRE's Valuation & Advisory Services (VAS). Ms. Galvez began her career in real estate appraisal in 2014. Her services rendered include appraisal report preparation for vacant land, residential, commercial, industrial, and other income producing properties for institutional and acquisition purposes, partial acquisition valuation, including determination of severance damages and/or benefits for public projects, and preparation of cost studies for budget purposes involving public projects. Types of projects appraised include street widening, freeway, pipeline, and flood control. Ms. Galvez is experienced in preparing appraisal reports that are compliant with the Uniform Appraisal Standards for Federal Land Acquisitions. She has extensive experience in valuing large tracts of land for conservation, mitigation, and other purposes. Nicole previously was a Senior Analyst for Integra Realty Resources - Los Angeles. Courses Completed Completed the following Appraisal Institute courses: — Basic Appraisal Principles — Basic Appraisal Procedures — National Uniform Standards of Professional Appraisal Practice — Real Estate Finance, Statistics, and Valuation Modeling — Business Practices and Ethics — General Appraiser Sales Comparison Approach — General Appraiser Site Valuation and Cost Approach — General Appraiser Income Capitalization Approach, Part I — General Appraiser Income Capitalization Approach, Part II — Advanced Income Capitalization — General Appraiser Report Writing and Case Studies Completed the following International Right of Way Association courses: — Ethics and the Right of Way Profession — Easement Valuation — Principles of Real Estate Engineering — The Valuation of Partial Acquisitions ©2025 CBRE, INC. M EValuation &Advisory Services CBRE Del iveri ng morethan j ust a number At ME, we offer more than expert appraisal services, we consult and advise to help you seethe full picture of a property or portfolio. Valuation & Appraisal Understand all aspects of vale, - Lending & Debt Valuations - Portfolio Valuations - Institutional Fund Valuations - Litigation Support & Testimony - Right-of-way & Eminent Domain - Evaluations/AlternativeVal uations Quality You Can Count On Assessment & Consulting Property & Transaction Tax Understand all aspects of value Understand all aspects of value - Property condition Assessments - Environmental Ste Assessments - Land Surveying - Seismic Risk Analysis - Radon, Asbestos, Indoor Air Quality - Zoning Reports & Compliance - Assessment Reviews&Appeals - Real Estate Transaction Tax - Property Tax Payment Services - Pre -Acquisition Due Diligence - Pre -Construction Due Diligence - Budgeting &Accruals Reliable valuations depend on accurate insights. Our quality and risk management (CORM) framework ensures the highest -quality reports and analyses, giving you confidence in our calculations. O Lj Upfront conflict and Embedded risk detection Landmark training, practice Dedicated, global team qualification checks and leadership reviews guidelines and governance of CRIM experts Industry -leading people, data and technologies Experience You Can Trust CBRE is the global leader in commercial real estate services, with more than 100 years of industry experience. we provide unmatched market coverage and sector expertise across every dimension of our Valuation & Advisory Services, delivering insights you can't get anywhere else 90+ 80K+ 600k+ 200+ U.S. Valuation Offices U.S. Yearly Assignments Global Yearly Assignments Global Valuation Offices EXHIBIT 3 THRIVE Santa Ana, Inc. Community Land Trust 1907 West Walnut Street, Unit 100 Santa Ana, CA 92703 1 thrivesantaana.ora •` December 3, 2025 VIA ELECTRONIC MAIL City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Mike Garcia Economic Development Agency Re: 1901 W Walnut Street Dear City of Santa Ana, Staff and Council, Thank you for providing the appraisal of the property. Per the City's letter and appraisal (attached for reference), the appraised value of the property is $1,030,000. The state grant that THRIVE will be using provides $852,000 for the acquisition of this property. Pursuant to California Government Code Section 53038, THRIVE is requesting an economic development subsidy of $178,000, equivalent to the difference between the appraised value of the property and the grant amount. In other words, THRIVE would acquire the property from the City for $852,000, which is below market value. We believe this subsidy would result in a tremendously positive fiscal impact for the City. The City would generate $852,000' in unrestricted revenue directly to the General Fund, whereas under the current ground lease the City would only generate $1,152 over the next 96 years. Furthermore, the proposed purchase would support the City's commitment to community land trust strategies in Santa Ana. When the original Disposition and Development Agreement was approved, the City supported an Option to Purchase, such that THRIVE could fully acquire the site and grow the community land trust. This, in turn, builds capacity for affordable and community -led economic development in the future. La Colmena has already proven to revitalize a vacant, City -owned property into a vibrant community hub that improves the safety and quality of life of the surrounding neighborhood. The project has already generated at least 3 full-time jobs, 5 part-time jobs, and more than 30 temporary jobs throughout the duration of construction. THRIVE anticipates at least 10 part time jobs and many local contracts will be created as a result of the project over the next 5 years. ' Minus cost of appraisal, and any closing costs. We believe the above described fiscal impact to the City and economic development through job creation not only justify the subsidy, but will also have positive, compounding benefits to the local community. If the City has any questions or alternative suggestions, THRIVE is readily available to discuss. Thank you for your consideration, Luis Sarmiento THRIVE Santa Ana (714)987-2009 c (714)425-5562 EXHIBIT 4 Economic Development Subsidy Report Pursuant to Government Code Section 53083 For the Sale of City Property to THRIVE Santa Ana, Inc. Pursuant to Government Code Section 53083, the City Council of the City of Santa Ana must hold a noticed public hearing and, prior to the public hearing, provide all of the following information in written form and available to the public through the City's website regarding a proposed economic development subsidy provided by the City pursuant to sale of city -owned property at 1901 W. Walnut Street, Santa Ana, CA 92703, with THRIVE Santa Ana, Inc. Notice was published on February 2, 2026 for a Public Hearing to be held on February 17, 2026. The purpose of this report is to provide the information required pursuant to Government Code Section 53083 in regards to the Purchase and Sale Agreement. This report shall remain available to the public and posted on the City's website until the end date of the economic development subsidy, as further described in number 2 below. (1) The name and address of all corporations or any other business entities, except for sole proprietorships, that are the beneficiary of the economic development subsidy, if applicable. The Agreement is with THRIVE Santa Ana, Inc., a 501(c)(3) tax exempt California Public Benefit Corporation. THRIVE Santa Ana, Inc. P.O. Box 1935 Santa Ana, CA 92702 (2) The start and end dates and schedule, if applicable, for the economic development subsidy. Upon City Council approval of the Purchase and Sale agreement, the start date for the subsidy will commence on February 17, 2026 upon execution of the agreement. (3) A description of the economic development subsidy, including the estimated total amount of the expenditure of public funds by, or of revenue lost to, the local agency as a result of the economic development subsidy. The economic development subsidy is in the form of accepting a below market value offer to purchase city -owned property at 1901 W. Walnut Street, Santa Ana, CA, 92703. The fair market value of the property based on an appraisal was $1,030,000. The City Council approved accepted purchase price was $852,000. The estimated amount of lost revenue is $178,000. No expenditure of public funds is anticipated by this agreement. (4) A statement of the public purposes for the economic development subsidy. The property at 1901 W Walnut has been vacant for over 12 years. Development of the site as a microfarm brings positive community benefits to the area that include: 1) making organic produce and other healthy options more available in the local neighborhood, 2) implementing a membership -based model to provide monthly baskets of vegetables, fruit and other garden products to members at a low cost, 3) creating worker cooperative jobs, 4) encouraging participation from local residents which can contribute to the local neighborhood economy, civic engagement, and prevention of costly health conditions including obesity and mental health illnesses. (5) Projected tax revenue to the local agency as a result of the economic development subsidy. Property tax revenue to the City is anticipated to be approximately $1,500 per year. No sales tax revenue would be generated as a result of the economic development subsidy as the sales for a microfarm with organic produce would not be subject to sales tax. (6) Estimated number of jobs created by the economic development subsidy, broken down by full-time, part-time, and temporary positions. The microfarm has created 5 full-time jobs, 10 part-time jobs, and 30 temporary positions during construction. THRIVE estimates that at least 10 new part time jobs and many local contracts will be created as a result of the project over the next 5 years. EXHIBIT 5 MEMORANDUM Ricardo Soto, Planning Manager To: Planning and Building Agency Date: January 21, 2026 From: Michael Garcia, Executive Director, Community Development Agency Subject: General Plan Conformance for Purchase & Sale Agreement of 1901 W. Walnut St. APN: 007-332-08 THRIVE Santa Ana, Inc., founded in 2017 by nonprofit leaders and local residents, uses the Community Land Trust (CLT) model to steward vacant city -owned properties for long-term community benefit. The CLT supports affordable housing, green spaces, urban micro -farms, and small business opportunities in partnership with local residents. A Community Benefits Report highlighted outcomes such as a micro -farm for economic development, job creation, organic food production, a worker cooperative model, and increased civic engagement and healthy living. The operation of a community micro -farm is consistent with the definition of a "Plant Nursery," which is an allowed use in the Community Commercial (C-1) zoning district. The subject property is located within the Community Commercial (C-2) zoning district, which allows all of the uses permitted in the C-1 zoning district pursuant to Section 41- 365 of the Santa Ana Municipal Code. Accordingly, the micro -farm use is consistent with the applicable zoning regulations. The Community Development Agency request General Plan conformity approval by the Planning Agency, as defined and authorized by Government Code Section 65402, for the sale of the real property located at 1901 W. Walnut Street, Santa Ana, CA 92706. Pursuant to Government Code Section 65402, the Planning Agency hereby determines that the real property is being sold and is in conformance with the City's 2022 General Plan. Ricardo Soto, AICP- Planning Manager Planning and Building Agency 1f-;,y17,0 Date EXHIBIT 6 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into this 17th day of February, 2026 ("Effective Date"), by and between THRIVE Santa Ana, INC., a California nonprofit public benefit corporation ("Buyer"), 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. Seller is the fee simple owner of that certain real property consisting of approximately 16,558 square feet (0.38 acre) property at 1901 West Walnut Street, Santa Ana, California, 92703 (APN 007-332-08) with improvements including a micro -farm, legally described in Exhibit "A" attached to this Agreement and incorporated into this Agreement in its entirety by this reference, (the "Property"). B. On October 17, 2025, Buyer exercised its option to purchase pursuant to a Ground Lease between the Parties dated December 15, 2022 (#A-2020-044-01) and submitted a Letter of Intent to Seller. C. On November 8, 2025, Seller published a notice, that was available for public comment, that it intended to declare the Property exempt surplus land, within the meaning of the California Surplus Land Act ("SLA"), pursuant to Government Code Section 54221(f)(1)(B). On December 19, 2025, the Department of Housing and Community Development ("HCD") issued a Surplus Land Act Findings Letter indicating the Property qualifies as "exempt surplus land" under Government Code Section 54221(f)(1)(B). D. The Seller has agreed to issue Buyer an economic development subsidy in the amount of $178,000 ("Economic Development Subsidy") as part of the sale of the Property to Buyer. On February 17, 2026, the City made available to the public a document titled "Economic Development Subsidy Report Pursuant to Government Code Section 53083 for the Sale of City Property to THRIVE Santa Ana, Inc" ("Subsidy Report"). The Subsidy Report contained all the information required per Government Code Section 53083(a). The Seller provided public notice and a hearing was held February 17, 2026 regarding the Economic Development Subsidy. E. Seller now 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 which includes the Economic Development Subsidy. F. It is Buyer's intent to continue to operate the Property as a micro -farm ("Project") which includes the following current and projected Project Description and Project Benefits. 1. Project Description: Operation of a community micro -farm and related activities, including, but not limited to, production and distribution of fresh vegetables, flowers, other ornamentals, and fruit, also hosting weekly open-air markets and community activities that promote health. The site will include raised garden beds, a work area, produce pick-up counter, and lunch tables. An on -site parking lot will be used on weekends as an open-air market area. The micro -farm will host community workshops and events in line with the mission of Buyer. 2. Project Benefits: The operation of a micro -farm on the Property brings positive community benefits to the area that include: 1) making organic produce and other healthy options more available in the local neighborhood, 2) implementing a membership -based model to provide monthly baskets of vegetables, fruit and other garden products to members at a low cost, 3) creating worker cooperative jobs, 4) encouraging participation from local residents which can contribute to the local neighborhood economy, civic engagement, and prevention of costly health conditions including obesity and mental health illnesses. G. Buyer desires to purchase and Seller desires to sell to Buyer the Property, subject to the terms of this Agreement. AGREEMENT NOW THEREFORE, incorporating the foregoing Recitals and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation of Recitals. The recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference. 2. Purchase and Sale; Purchase Price. 2.1 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. 2.2 Purchase Price. The purchase price of the Property is One Million Thirty Thousand Dollars ($1,030,000), which amount was established as the fair market value. The purchase price is comprised as follows: 2.2.1 Economic Development Subsidy. The Seller has agreed to issue Buyer the Economic Development Subsidy in the amount of One Hundred Seventy -Eight Thousand Dollars ($178,000), pursuant to Paragraph D of the Recitals. This will operate as a credit to Buyer by Seller. 2.2.2 Purchase Price Balance. The balance of the purchase price, less the Initial Deposit and Economic Development Subsidy, in the amount of Eight Hundred Fifty -Two Thousand Dollars ($852,000) shall be paid by Buyer. 3. Escrow. 3.1 Escrow Instructions. Within three (3) business days following the full execution of this Agreement by the Parties, Buyer will open an escrow ("Escrow") with First American Title Insurance Company, 18500 Von Karman, Suite 600, Irvine, CA 92612, Attn: ("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 -2- 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 Holder, the terms of this Agreement shall control. Buyer and Seller shall each furnish Escrow Holder with their respective Federal Tax Identification Numbers and such other information as is reasonably required by Escrow Holder. 3.2 Payment of Purchase Price. The Purchase Price for the Property shall be payable at Closing. If Seller has deposited into Escrow all documents and amounts required of Seller to close Escrow, including without limitation, the "Grant Deed" (as defined in Section 3.10 below) and complied with all of Seller's other obligations under this Agreement, then on or before the "Closing Date" (as defined Section 3.3 below) so as not to delay the "Close of Escrow" (as defined Section 3.3 below), Buyer shall deposit into Escrow the following in Acceptable Funds: (a) the balance of the Purchase Price (Purchase Price less any credits to Buyer under this Agreement) and (b) the Escrow closing costs pursuant to the preliminary Escrow Closing statement furnished by Escrow Holder as provided below. 3.3 Close of Escrow. Subject to Sections 3.3.1 and 3.3.2, Escrow for the sale of the Property shall close on a date that is no later than April 30, 2026 after the opening of Escrow ("Closing Date"), subject to reasonable extension as necessary in order to satisfy the conditions precedent and other requirements for the Close of Escrow. As used in this Agreement, "Close of Escrow" shall mean the date on -which the "Grant Deed" conveying fee title to the Property to Buyer is recorded in the Orange County Recorder's Office. 3.3.1 Conditions Precedent to Buyer Obligation to Close. Buyer's obligation to close Escrow and purchase the Property is expressly conditioned on the satisfaction of the conditions listed in this Section 3.3.1. If any such condition is not satisfied or waived by Buyer at or prior to the Close of Escrow, for any reason other than a default by Buyer, Buyer may, in its sole discretion and without limiting any of Buyer's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Seller. (1) Title Policy. Escrow Holder has issued or is irrevocably committed to issue to Buyer the "Title Policy" (as defined in Section 3.6 below) showing fee title vested in Buyer subject only to "Permitted Exceptions" (as defined in Section 3.5 below). (2) Representations and Warranties. Each of Seller's representations and warranties in this Agreement are materially true and accurate as of the Close of Escrow. (3) Seller Obligations. _ Seller is not in material default under this Agreement and each material obligation of Seller to be performed prior to the Close of Escrow, has been performed as required, including, without limitation the delivery of all documents required of Seller under this Agreement. -3- (4) Possession. Seller is able, at the Close of Escrow to deliver exclusive possession of the Property to Buyer in accordance with this Agreement and does so. (5) Moratoria. There shall be no action taken by any city, county or other public authority or agency ("Governmental Authority") or any vote of the citizens of the local jurisdiction (including without limitation any moratoria) that would preclude, prevent, or delay Buyer from obtaining building permits, sewer permits, water permits, certificates of occupancy or other development or occupancy entitlements for the Project to be constructed on the Property ("Public Development Limitation"); provided that the Buyer's inability to obtain approval of entitlements for the Project prior to the Closing Date for reasons other than the occurrence of a Public Development Limitation, shall not be viewed as a failure of this condition. (6) Legal Subdivision. The Property shall be a legal parcel or parcels under the California Subdivision Map Act that can be transferred by Seller to Buyer. 3.3.2 Conditions Precedent to Seller Obligation to Close. Seller's obligation to close Escrow and sell the Property is expressly conditioned upon the satisfaction of the conditions listed below. If any such condition is not satisfied or waived by Seller prior to the Close of Escrow for any reason other than a default by Seller, Seller may, in its sole discretion and without limiting any of Seller's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Buyer. (1) Representations and Warranties. Each of Buyer's representations and warranties set forth in this Agreement are materially true and accurate as of the Close of Escrow. (2) Buyer's Obligations. Buyer is not in material default under this Agreement, and each material obligation of Buyer to be performed prior to the Close of Escrow hereunder has been performed as required. 3.4 Escrow Cancellation. 3.4.1 Chi. (1) Seller's Default. If Escrow fails to close due to Seller's default, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges" means all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all title expenses. Buyer shall be entitled to terminate this Agreement or bring an action against Seller for specific performance as its sole and exclusive remedies. (2) Buyer's Default. If Escrow fails to close due to Buyer's default, Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate this Agreement or bring an action against Buyer for specific performance as its sole and exclusive remedies. (3) No Default. If Escrow fails to close and this Agreement is terminated for any reason other than a default by one of the Parties, Buyer and Seller shall split any Escrow cancellation charges. 13 3.5 Permitted Exceptions to Title. As soon as reasonably possible after the Opening of Escrow, Escrow Holder shall cause First American Title Insurance Company, in its capacity as title insurer ("Title Company"), to deliver to Buyer and Seller a current preliminary title report ("Title Report") together with legible copies of all underlying documents referenced therein (together with the Title Report, the "Title Documents"). The term "Permitted Exceptions" as used in this Agreement shall mean all of the following: (a) the Grant Deed; (b) non -delinquent real property taxes and assessments; (c) items and exceptions created by or with the written consent of Buyer, including documents to be recorded pursuant to this Agreement, and (d) the title exceptions shown on the Title Report but excluding any (i) "Disapproved Exceptions" as defined below that Seller, in its sole discretion, agrees to remove prior to the Close of Escrow as provided below and (ii) all monetary liens and monetary encumbrances on the Property, other than non -delinquent real property taxes and assessments which will be removed (meaning removal from title and not the issuance of an endorsement in connection therewith by the Title Company) from title by Seller at its sole cost and expense prior to the Close of Escrow. If Buyer objects to any title exceptions in its sole and absolute discretion ("Disapproved Exceptions") Buyer shall deliver written notice ("Objection Notice") of same to Seller within ten (10) business days of delivery of the initial Title Report to Buyer. Seller shall act in good faith and reasonably to resolve any title exception in the Objection Notice. If Buyer fails to deliver an Objection Notice but delivers a "Notice of Approval" Buyer shall be deemed to have approved title to the Property subject to the Permitted Exceptions. If Buyer delivers an Objection Notice regarding a title exception and Seller, by delivery of written notice to Buyer within five (5) business days following receipt of the Objection Notice elects not to remove a material Disapproved Exception (Seller's failure to respond to a Buyer Objection Notice shall be deemed such an election) Buyer's sole remedies shall be with respect to the delivery of a Notice of Approval or delivery or deemed delivery of a Notice of Termination. 3.6 Title Insurance. Seller shall cause the Title Company to commit to issue to Buyer at the Close of Escrow a standard coverage ALTA Owner` s policy of title insurance with mechanics lien endorsement (Seller shall provide, any indemnity or other agreement required by the Title Company as a condition to the issuance of the mechanics lien endorsement) ("Title Policy") insuring fee title to the Property vested in Buyer subject only to the Permitted Exceptions, with coverage in an amount equal to the Purchase Price. If Buyer requires an extended coverage ALTA Owners policy of title insurance Buyer shall pay the difference in cost between the standard and extended coverage and the cost of any endorsements (other than a mechanics lien endorsement issued in connection with the standard coverage Title Policy which shall be at the cost of Buyer) ("Buyer Title Costs"). Considering Seller is a City, Seller shall not be responsible for any costs related to the Title Policy or extended coverage ("Seller Title Costs"). 3.7 Possession. Seller shall deliver possession of the Property to Buyer at the Close of Escrow subject only to the Permitted Exceptions and free of any tenancies and/or third party claims of use or ownership. 3.8 Taxes, Assessments and Prorations. 3.8.1 Taxes. Only to the extent the Seller pays any property taxes or assessments on the Property, all current general and special taxes and assessments on the Property shall be prorated by Escrow Holder based upon the latest available information as shown in the -5- tax statements provided to Escrow Holder by Seller, using customary escrow procedures in Orange County. Seller shall provide Buyer with written evidence of the payment or satisfaction of such taxes. Should the Property be part of a larger tax parcel ("Assessment Parcel") which as of the Close of Escrow remains unsegregated on the County Tax Assessor's Roll for the ensuing fiscal year, Escrow Holder shall charge Buyer and credit Seller for taxes and assessments allocated to the Property based on the percentage of the total acreage of the Assessment Parcel located on the Property, which acreage figures for allocation purposes shall be fairly and equitably determined and supplied to Escrow Holder by Buyer and Seller. Buyer and Seller shall cooperate in good faith to cause the Property to be separately assessed and segregated in Buyer's name on the current tax roll. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of the sale of the Property to Buyer, shall be the responsibility of Buyer. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of transfers, improvements or other occurrences before the Close of Escrow shall be the responsibility of Seller. 3.8.2 General. All pro rations provided for herein shall be on an "actual day" basis and a three hundred sixty-five (365) day year. The provisions of this Section shall survive Close of Escrow. If either Party fails to pay its pro rata share of taxes or other expenses by the times herein provided, interest shall accrue on all unpaid amounts from when owing until paid at the maximum rate allowed by law. Any errors or omissions made in calculating adjustments and prorations shall be corrected promptly upon the discovery thereof. If any estimations are made at the Close of Escrow regarding adjustments or prorations, the Parties shall make the appropriate collection promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid to the Party entitled thereto within thirty (30) days after written request therefor and if not so paid interest shall accrue and be payable on same at the maximum rate allowed by law. 3.9 Closing. Buyer shall pay the cost of the Title Policy, the Escrow Fees all other costs and expenses incurred related to the purchase of the Property by Buyer. If required by Buyer's lender, Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs"). As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to Buyer and Seller. 3.10 Grant Deed. The transfer of ownership of the Property shall be documented through a Grant Deed in the form attached hereto as Exhibit "B" and incorporated herein by reference, conveying the Property to Buyer ("Grant Deed"). 3.10.1 Micro -Farm Covenant. The Parties shall execute and acknowledged a Micro -Farm Covenant in the form set forth on Exhibit "C" attached hereto ("Micro -Farm Covenant") that shall be recorded immediately after the Grant Deed. The Micro -Farm Covenant contains the following covenants are running with the land: (1) Micro -Farm: Buyer shall continue to operate the Property and Project as a micro -farm for a period of at least thirty (30) years from the date of the recording of this Micro -Farm Covenant. If the Project or Property is no longer operated as a micro -farm in accordance with the Micro -Farm Covenant, Buyer shall be in default under this Agreement and the Micro -Farm Covenant. INI (2) Right of First Offer: Before Buyer offers the Property for sale to any third party or on the open market, Buyer shall first offer the Property for sale back to Seller in writing upon all terms and conditions which Buyer is willing to offer to any third person or on the open market ("Notice"). Seller shall notify the Buyer of its acceptance of the offer to purchase set forth in the Notice, less a credit for the repayment of the Economic Development Subsidy ($178,000), within sixty (60) days after delivery of the Notice ("Deadline Date"). If Seller fails to notify Buyer of its acceptance to re -purchase the Property by the Deadline Date, Seller's right of first offer shall be deemed to have automatically and without further notice expired and Buyer shall thereafter have the right to offer the Property to any third person or on the open market on terms and conditions stated in the Notice (or on terms which are better, but not worse, for the Buyer). If Buyer does not consummate a sale of the Property on the terms and conditions set forth in the Offer (or on terms which are better, but not worse, for Buyer) within sixty (60) days of after the Deadline Date, this right of first offer shall revive. If, however, Buyer consummates the sale of the Property to a Third Party within said sixty (60) days after the Deadline Date, this right of first offer shall thereupon automatically without further notice terminate. (3) Economic Development Subsidy Lien: In the event Buyer consummates a sale of the Property to a party other than Seller/City, in accordance with the Right of First Offer detailed above, within thirty (30) years following the Close of Escrow (the "Subsidy Recapture Period"), Buyer shall be required to re -pay the Economic Development Subsidy ($178,000) to Seller upon the completion of such sale. Upon expiration of the Subsidy Recapture Period, the Economic Development Subsidy shall be deemed fully vested and no repayment obligation shall apply to any sale of the Property to a party other than Seller/City occurring thereafter. If Buyer fails to timely re -pay the Economic Development Subsidy upon sale of the Property during the Subsidy Recapture Period, Seller shall have the right to record a lien against the Property in accordance with this Micro -Farm Covenant. (4) City Use Rights: Seller shall have the right to use the Property once per quarter for City events, without any "use" fee or other similar charges, for a period of five (5) years after the date of recording of this Micro -Farm Covenant. Thereafter, Seller can use the Property for City events under the terms of Buyer's Space Use Agreement, which includes a minimum fee. Seller and Buyer will work cooperatively to plan City events, upon mutually agreed upon dates between the Parties. The City shall pay for all costs and expenses associated with City events, including clean-up and damages. Buyer may request that Seller sign a license agreement, or other similar agreement, with reasonable terms, concerning City events. (5) Prohibition on Assignment or Transfe: Buyer shall not assign or transfer (including an assignment by operation of law or lease) Buyer's interest in the Property, or any portion thereof (hereinafter referred to collectively as "Transfer") without the written consent of Grantor, which consent will not be unreasonably withheld, conditioned, or delayed, for a period of thirty (30) years from the date of recording of this Micro -Farm Covenant. Buyer's failure to obtain Seller's written consent to a Transfer shall render such Transfer void. Existing uses at the Micro -Farm are consented to and allowed to continue, including urban farming, cooperative businesses, cafe and craft artisanry, without further consent. 3.10.2 The Micro -Farm Covenant shall contain various covenants running with the land including, 1) a commitment that Buyer will continue to operate the Property and -7- Project as a micro -farm for a period of at least thirty (30) years; 2) a Right of First Offer to Seller in the event Buyer desires to sell the Property; 3) in the event Buyer sells the Property to a third party during the Subsidy Recapture Period, Seller has the right to repayment of the Economic Development Subsidy; 4) Seller's right to use the Property for City events, and 5) a prohibition on assignment or transfer of the micro -farm. If Buyer breaches any of the covenants running with the land contained in the Micro -Farm Covenant, Buyer shall be in default under this Agreement. THE PARTIES HAVE AGREED THAT IF BUYER BREACHES THE COVENANTS RUNNING WITH THE LAND IN THE MICRO -FARM COVENANT, THE CITY AND ITS RESIDENTS WILL LOSE THE PROJECT BENEFITS THAT WERE DULY CONSIDERED WHEN THE CITY GRANTED BUYER THE ECONOMIC DEVELOPMENT SUBSIDY. AS SUCH, IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT OF THE FAILURE OF BUYER TO COMPLY WITH THE MICRO -FARM COVENANT. THEREFORE, THE PARTIES HAVE AGREED THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IF BUYER BREACHES THE MICRO -FARM COVENANT SHALL BE AN AMOUNT EQUAL TO $178,000 THE AMOUNT OF THE ECONOMIC DEVELOPMENT SUBSIDY SELLER HAS GRANTED TO BUYER PLUS INTEREST AT 2%, CALCULATED ANNUALLY, TO ACCOUNT FOR THE TIME VALUE OF MONEY ("LIQUIDATED DAMAGES"). BUYER'S PAYMENT OF LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S DEFAULT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CODE SECTIONS 3275 OR 3369. Initials: A& Seller Buyer 3.11 Recordation and Delivery of Documents. No later than the business day immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow the following documents (with the documents that are to be recorded in the following order and delivered as provided below): 3.11.1 Micro -Farm Covenant. One (1) fully executed and acknowledged copy of the Micro -Farm Covenant conveying the Property to Buyer. Conformed copies of the recorded Micro -Farm Covenant shall be returned to Buyer and Seller as soon as possible. 3.11.2 Grant Deed. One (1) fully executed and acknowledged copy of the Grant Deed conveying the Property to Buyer. Conformed copies of the recorded Grant Deed shall be returned to Buyer and Seller as soon as possible. 3.11.3 Withholding Exemption Certificates. One (1) completed and executed copy of the following: Non -foreign Transferor Declaration; Preliminary Change in Ownership Report, Internal Revenue Service Form 1099-S, and California Franchise Tax Board Form 593 and any other applicable state tax withholding forms, as applicable. -8- 3.11.4 Disbursement of Closing Documents. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver copies of all closing documents, including, without limitation, those listed above, the Title Policy, any additional escrow instructions and the final Escrow closing statement, to Seller's counsel and Buyer's counsel. 3.12 Seller's Proceeds. At the Close of Escrow, subject to Section 3.13 below, Escrow Holder is directed to wire funds representing Seller's cash proceeds through Escrow to Seller' s account as directed in separate written instructions to be provided by Seller. 3.13 Cal-FIRPTA Withholding. Unless this transaction is exempt under California Revenue and Taxation Code Sections 18662, Escrow Holder shall be the "withholding agent" and withhold from proceeds due Seller any amounts required under the above code sections to be withheld by Buyer and pay same to the California Franchise Tax Board or Internal Revenue Service in accordance with applicable law. 3.14 Additional Documents. Seller and Buyer shall execute and deliver to Escrow any other documents reasonably required by Escrow Holder including, without limitation, Seller' s affidavits or statements regarding mechanics liens and /or tenants or parties in possession. 3.15 Termination of Property Contracts. Seller shall terminate any service contracts or similar agreement relating to the Property that the Buyer does not expressly elect in writing to assume which termination shall be effective as of the Close of Escrow. 4. Real Estate Brokerage Commission. Buyer and Seller each represent and warrant to each other that they have not employed, dealt with or incurred any obligation to any broker, agent or finder in connection with the Property, and that they have not incurred any obligation to pay any other real estate brokerage or other commission or fee in connection with the conveyance of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free and harmless from and against all costs and liabilities, including without limitation reasonable attorneys' fees and the costs and expenses of litigation, for causes of action or proceedings in any way related to or resulting from a breach of the foregoing representation and warranty or arising out of any action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party, respectively, in connection with this transaction. 5. Due Diligence; Inspections. 5.1 Feasibility. Within five (5) business days following the execution of this Agreement by Buyer and Seller, Seller shall deliver to Buyer copies of all maps, permits, applications, contracts, correspondence, studies, reports, appraisals and all other documents, materials or information of any kind that relate to the Property, whether in the possession of Seller or any agent or consultant of Seller (collectively, the "Property Documents"). Seller will immediately furnish Buyer with copies of any revisions or supplements to the Property Documents and will immediately furnish Escrow Holder and Buyer with copies of any revisions or supplements to the Property Documents. Seller shall deliver original versions of the Property Documents (to the extent available) to Buyer at the Close of Escrow. In 5.2 License. Seller hereby grants Buyer and its agents, consultants, contractors, subcontractors, employees, representatives, and attorneys (collectively, "Buyer's Agents") a license and permission to enter upon, over, under and/or across the Property in order to conduct visual inspections, physical testing, air samplings, borings, and other samplings, including but not limited to, observing and documenting the Property's as -built conditions, exposing and documenting hidden conditions at the Property, by limited removal of interior non -historic fixtures and finishes, performing certain non-destructive testing of materials at the Property, extracting concrete core samples in interior non -historically sensitive locations, in connection with the proposed rehabilitation and reuse of the Property ("Inspections"). The Inspections shall be completed at Buyer's sole cost and expense. Buyer or Buyer's Agent shall contact Seller within one (1) day prior to the time of actual entry onto the Property and provide notice of the date and time when entry will be made. Seller may refuse access to Buyer if it would be unsafe or inappropriate, in Seller's reasonable discretion, for Buyer or Buyer's Agents to be on the Property at the desired time. Seller shall make the Property available as soon as reasonably practical thereafter. The license and permission to enter upon, over, under and/or across the Property shall commence on the Effective Date and shall expire upon Close of Escrow or termination of this Agreement. 5.3 Limitations. The Buyer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, without the Seller's prior written consent, which shall not be unreasonably withheld or delayed. Following the conduct of any Inspections on the Property, the Buyer shall restore the Property to substantially its condition prior to the conduct of such Inspections. 5.4 Insurance. Prior to entry onto the Property, Buyer shall secure, or shall require its contractors, if any, to secure an insurance policy or policies, as described below. 5.4.1 Notwithstanding any inconsistent statement in the insurance policy or any subsequent endorsement attached thereto, the protection afforded by these policies shall be written on an occurrence basis in which Seller, and its respective elected and appointed officials, officers, employees, agents and representatives (together, "Additional Insureds") are named as additional insureds on all coverage, except for workers' compensation coverage, and shall (on or prior to the Effective Date, Seller shall provide to Buyer the complete legal names of all Additional Insureds): (a) Name Additional Insureds as additional insureds on a Commercial General Liability policy; (b) Provide a combined single limit of broad form commercial general liability insurance in the amount of Two Million Dollars ($2,000,000) per occurrence, which will be considered equivalent to the required minimum limits, and such insurance shall (i) be written on an occurrence form, (ii) be written with a primary policy form with limits of not less than $1,000,000 per occurrence; (iii) be written with one or more excess layers to bring the total of primary and excess coverage limits to not less than $2,000,000 per occurrence, (iv) not be written with a deductible greater than $25,000 per occurrence, (v) contain a waiver of subrogation in favor of Seller; -10- (c) Provide automobile liability insurance for owned, non - owned, and hired vehicles, as applicable to, or for any use related to, the Work, in an amount not less than Five Hundred Thousand Dollars ($500,000) combined single limit, with excess insurance coverage to bring the total amount of automobile liability insurance coverage to an amount not less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage; 5.4.2 Buyer shall notify Seller not less than thirty (30) days before any expiration, cancellation, or non -renewal of such policy or policies; and 5.4.3 Buyer shall furnish certificates of insurance and endorsements to Seller prior to entry onto the Property. 5.4.4 Buyer, or Buyer's agents entering the Property, shall comply with Sections 3700 and 3800 of the Labor Code by securing, paying for and maintaining in full force and effect during the Term, and continuing prior to entry onto the Property pursuant to this Section, with the earlier to occur of expiration of the Term complete workers' compensation insurance, to statutory limits, with employer's liability limits not less than One Million Dollars ($1,000,000) per occurrence, and shall furnish a Certificate of Insurance to Seller prior to entry onto the Property pursuant to this Section, before the commencement of work. All Additional Insureds shall not be responsible for any claims in law or equity occasioned by the failure of Buyer to comply with this section. Every workers' compensation insurance policy shall bear an endorsement or shall have attached a rider providing that, in the event of expiration or proposed cancellation of such policy for any reason whatsoever, Seller shall be notified, giving Buyer a sufficient time to comply with applicable law, but in no event less than thirty (30) days before such expiration, cancellation, or reduction in coverage is effective or in the event of nonpayment of premium. 5.4.5 If Buyer fails or refuses to produce or maintain the insurance required by this Section or fails or refuses to furnish Seller with required proof that insurance has been procured and is in force and paid for, Seller shall have the right, at its election, to forthwith terminate this the right of entry provided in this Section. 5.5 Liens. Buyer shall not permit any mechanics', materialmen's or other liens of any kind or nature ("Liens") to be filed or enforced against the Property arising from Buyer's entry on the Property. Seller reserves the right, at its sole cost and expense, at any time and from time to time, to post and maintain on the Property, or any portion thereof, or on the improvements on the Property, any notices of non -responsibility or other notice as may be desirable to protect Seller against liability. In addition to, and not as a limitation of Seller's other rights and remedies under this Section, should Buyer fail, within thirty (30) days of written request from Seller, either to discharge any Lien (to the extent such Lien is prohibited pursuant to this Section) or to bond for any Lien (to the extent such Lien is prohibited pursuant to this Section), or to defend, indemnify, and hold harmless Seller from and against any loss, damage, injury, liability or claim arising out of a Lien (to the extent such Lien is prohibited pursuant to this Section), then Seller, at its option, may elect to pay such Lien, or settle or discharge such Lien and any action or judgment related thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to Seller, as applicable, by Buyer upon written demand. -11- 5.6 Buyer's Investigation. Buyer shall be entitled to conduct such independent investigations as Buyer deems necessary or appropriate concerning (i) Buyer's proposed use, sale, development or suitability for development of the Property; (ii) the condition and all other attributes of the Property, including, without limitation all improvements located thereon; (iii) applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, including but not limited to zoning, subdivision and other regulations (collectively, the "Regulations"); (iv) the necessity or availability of any specific plan or general amendments, rezoning, zone variances, conditional use permits, building permits, environmental impact reports, subdivision maps, public reports issued by the California Bureau of Real Estate ("BRE") and all other governmental permits, approvals or acts (collectively, the "Permits"); (v) the necessity and existence of all dedications, fees, charges, costs or assessments which may be imposed by any Governmental Authority in connection with the proposed maintenance of the Property; (vi) the value of the Property; (vii) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities serving the Property and (viii) the presence or adequacy of infrastructure or other improvements on, near or concerning the Property. If Buyer disapproves the Property for any reason or for no reason prior to the Closing Date, Buyer may elect to give Seller written notice terminating this Agreement and the parties shall have no further obligations hereunder except those that expressly survive termination of this Agreement. 5.7 No Representations or Warranties. Buyer shall rely solely and exclusively upon the results of its Investigations of the Property, including, without limitation, investigations regarding geotechnical soil conditions, compliance with all laws applicable to the development or use of the Property by the Buyer and any other matters relevant to the condition or suitability of the Property for the development or operation of the Project, as the Buyer may deem necessary or appropriate. The Seller makes no representation or warranty, express or implied, to the Buyer relating to the condition of the Property or suitability of the Property for any intended use or development by the Buyer. 5.8 Acceptance of Property"AS-IS." Buyer shall accept all conditions of the Property, without any liability of the Seller whatsoever, upon the Buyer's unconditional and irrevocable acceptance of the condition of the Property in the Property's AS IS, WHERE IS, SUBJECT TO ALL FAULTS CONDITION, WITHOUT WARRANTY AS TO QUALITY, CHARACTER, PERFORMANCE OR CONDITION and with full knowledge of the physical condition of the Property, the nature of the Seller's interest in and use of the Property, all laws applicable to the Property and of any and all conditions, restrictions, encumbrances and all matters of record relating to the Property, and that the Property is being acquired by Buyer as a result of its own knowledge, inspection and investigation of the Property and not as a result of any representation(s) made by the Seller or any employee, official, consultant or agent of the Seller relating to the condition of the Property, unless such statement or representation is expressly and specifically set forth in this Agreement. Seller hereby expressly and specifically disclaims any express or implied warranties regarding the Property. -12- 6. Warranties. 6.1 Seller's Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property from Seller, Seller makes the following representations and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each of which is material and being relied upon by Buyer. For all purposes of this Agreement, including Seller's representations and warranties contained herein, the phrase "to the best of Seller's knowledge" shall mean the current actual knowledge of Seller. If prior to the Close of Escrow Buyer has actual Knowledge that any representation or warranty of Seller is untrue, inaccurate or incomplete in any material respect (and without waiving any of Buyer's rights or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known of by Seller), Buyer may give Seller written notice of same and Seller shall have seven (7) days from the date of receipt of Buyer's notice (and the Closing Date shall be extended to permit the running of such seven (7) day period) ("Seller Cure Period") to correct any factor circumstance that makes such representation or warranty materially untrue or inaccurate to Buyer's reasonable satisfaction. If Seller fails to make such correction within the Seller Cure Period, then Buyer by written notice to Seller within three (3) days after the expiration of the Seller Cure Period (and the Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled (a) to terminate this Agreement, or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Seller. The foregoing is not a waiver or release of any of Buyer's rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Seller of which Buyer obtains knowledge after the Close of Escrow. 6.1.1 Authorization. Seller has full power and authority to enter into this Agreement and to perform all its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement by Seller. Each individual or entity who has executed this Agreement on behalf of Seller has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Seller. 6.1.2 Conflicting Agreements. Neither the execution nor delivery of this Agreement, nor the consummation of the transaction contemplated herein, will conflict with, or result in a breach of, any contract, license or undertaking to which Seller is a party or by which Seller or any of the Property is bound, or constitute a default thereunder. In addition, with respect to any agreements that affect the Property, neither Seller nor any other party or parties to such agreements are in default thereunder nor are there any facts that currently exist which with the passage of time would result in any such default. To the best of Seller's knowledge, the Property is not subject to any prescriptive easements, claims of adverse possession, encroachments or similar rights or claims. The Property is not subject to any leases, options or other similar rights or claims in favor of any third parties. The Property is not subject to a Williamson Act contract or any similar agricultural agreement. 6.1.3 Proceedings. To the best of Seller's knowledge, no legal or administrative proceeding is pending or threatened against Seller or the Property nor are there any other facts or circumstances which would adversely affect (i) Seller's right to convey title to the -13- Property to Buyer as contemplated in this Agreement, or (ii) Buyer's ability to own, develop and/or market the Property in the manner disclosed by Buyer to Seller. To the best of Seller's knowledge, there are no condemnation or eminent domain proceedings pending or threatened with respect to the Property. 6.1.4 Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.1.5 Violations of Law. On the Effective Date and Close of Escrow neither this Agreement nor the Property shall be in violation of any law, ordinance, rule regulation, or administrative or judicial order. 6.1.6 Hazardous Materials. Seller has not stored or released, caused to be stored or released or approved the storage or release on the Property, of any "hazardous materials" (as defined below). To the best of Seller's knowledge, no prior owner of the Property has stored or caused to be stored any hazardous materials on the Property; (b) no hazardous materials now exist in, on or under the Property in violation of any "environmental law" (as defined below); (c) there are no underground tanks on the Property nor have there ever been any underground storage tanks on the Property; (d) no use of or operations on the Property have occurred which use or operation has violated any applicable environmental law; and (e) the Property is not on any "Superfund" list under any applicable environmental law. As used herein, "environmental law" shall mean any and all present federal, state or local laws (whether common law, statute, rule, regulation or otherwise), permits, orders and any other requirements of Governmental Authorities relating to the environment to any "hazardous materials" (as defined below) (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) as amended from time to time and the applicable provisions of the California Health and Safety Code and California Water Code). As used herein, "hazardous materials" shall mean any (a) chemical, compound, material, mixture or substance that is now defined or listed in, or otherwise classified pursuant to any environmental law as a "hazardous substance," "hazardous material," "hazardous waste," "extremely hazardous waste," "infectious waste," "toxic waste," "toxic pollutant" or any other formulation intended to define, list or classify substances by reason of deleterious properties or effect and (b) petroleum, petroleum by-products, natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas in such synthetic gas), ash, municipal solid waste steam, drilling fluids, produced waters and other wastes associated with the exploration, development and production of crude oil, natural gas or geothermal resources. 6.1.7 No Assumed Obligations. There are no obligations or responsibilities of Seller with respect to the Property or otherwise of any kind that are assumed by Buyer. 6.1.8 Endangered Species. To the best of Seller's knowledge, (a) there are no endangered or threatened species of animals, plants or insects on the Property, and (b) there are no environmental or biological characteristics of the Property or adjacent property, which -14- under existing law will adversely affect Buyer's ability to own, develop and/or market the Property or the cost thereof. 6.1.9 Ownership of Property. Seller is the sole and only party that owns or holds any interest in the Property. 6.1.10 Property Documents. To the best of Seller's knowledge, the Property Documents and all other documents and information provided by Seller or its agents or consultants to Buyer are complete, true and accurate and do not omit any material fact and there are no other documents, materials, studies, surveys or other information in the possession or control of Seller that would have a material and adverse effect on Buyer's ability to own, develop and/or market the Property. 6.1.11 Other Agreements. Except as set forth in the Property Documents and this Agreement, Seller has not made any commitment or representation to or entered into any agreement of any kind with any government authority, or any adjoining or surrounding property owner, group or other third party, which would in any way be binding on Buyer or all or any portion of the Property or would interfere in any way with Buyer's ability to own, develop, improve and/or market the Property, and will not make any such representations or warranties or enter into any such agreements which would affect the Property or any portion thereof prior to the Close of Escrow, without Buyer's written consent. 6.1.12 Access. There is full and unobstructed direct access to the Property from public streets, highways or roads that are adjacent to the Property. 6.1.13 Bankruptcy. No "Bankruptcy Event" (as defined below) has occurred with respect to Seller nor any member or manager of Seller. There is not pending or threatened any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or re -composition of Seller or any member or manager of Seller or seeking appointment of a receiver, trustee, custodian or similar official for Seller or any member or manager of Seller for all or any substantial part of its or their assets. "Bankruptcy Event" means (a) the making by a person of a general assignment for the benefit of such person's creditors, (b) the admission in writing by a person of its inability to pay its or their debts as they mature, (c) an attachment, execution or other judicial seizure of any property interest which remains in effect, or (d) the failure to have taken or submission to any action indicating a general inability by a person to meet its financial obligations as they accrue. 6.1.14 Material Change. Seller shall promptly notify Buyer if Seller obtains information that would make any of the representations or warranties contained herein materially inaccurate or misleading. 6.2 Buyer's Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following representations and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each of which is material and being relied upon by Seller. For all purposes of this Agreement, including Buyer's representations and warranties contained herein, the phrase "to the best of Buyer's knowledge" shall mean the current actual knowledge of Buyer. If prior -15- to the Close of Escrow Seller determines that any representation or warranty of Buyer is untrue, inaccurate or incomplete in any material respect (and without waiving any of Seller's rights or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known of by Buyer), Seller may give Buyer written notice of same and Buyer shall have seven (7) days from the date of receipt of Seller's notice (and the Closing Date shall be extended to permit the running of such seven (7) day period) ("Buyer Cure Period") to correct any fact or circumstance that makes such representation or warranty materially untrue or inaccurate to Seller's reasonable satisfaction. If Buyer fails to make such correction within the Buyer Cure Period, then Seller by written notice to Buyer within three (3) days after the expiration of the Buyer Cure Period (and the Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled (a) to terminate this Agreement or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Buyer. The foregoing is not a waiver or release of any of Seller's rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Buyer of which Seller obtains knowledge after the Close of Escrow. 6.2.1 Authorization. Buyer is a nonprofit corporation duly formed in the State of California and validly existing under the laws of the State of California and is qualified to transact business in the State of California. Buyer has full power and authority to enter into this Agreement and to perform all of its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement. Each individual who has executed this Agreement on behalf of Buyer has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Buyer. 6.2.2 Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.2.3 Compliance with Law. Buyer is required to carry out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws, including any historic property regulations and environmental laws. 6.3 Natural Hazard Zone Disclosure. No later than seven (7) business days prior to the Property Approval Date, the Seller will, at its sole cost and expense, provide Buyer with a Natural Hazard Zone Disclosure required by applicable law. 6.4 Buyer and Seller Cooperation. Buyer shall, if necessary, submit plans for the Project to Seller, and Seller, in its capacity as the City within which the Project is located, will make the determination as to the required entitlements based upon Buyer's proposed plans. Buyer may then process and obtain any Project entitlements through Seller in its capacity as the City within which the Project entitlements is located. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to exercise of governmental discretion with regard to -16- such items, nor a guarantee that such approvals or permits will be granted at all or within any particular time or with or without any particular conditions. 6.5 Seller's Additional Covenants. Seller hereby covenants and agrees that during the term of this Agreement: Seller (a) will not promote, advertise, market, transfer, lease or convey any of the Property or enter into any agreement to promote, advertise, market, transfer, lease or convey any of the Property or modify or amend any lease other than to terminate any leases as to the Property; (b) will not enter into any agreement, that will be or purport to be binding on the Buyer or the Property subsequent to the Close of Escrow; (c) shall, at its sole cost and expense, maintain the Property and all improvements thereon, if so required under the Ground Lease, in a reasonable condition and in a manner that complies with all applicable laws and shall continue in full force and effect all property and liability insurance with respect to the Property which is in effect 30 days before the Effective Date; (d) will not take, approve or consent to any action or omission that would change the zoning, use, permits or entitlement of or for the Property or that would otherwise adversely affect the Property or Buyer's plan for maintenance of the Property or Buyer's processing of the entitlements, if necessary; (e) will promptly give Buyer written notice of any notice or information Seller receives regarding zoning uses, permits, licenses or other entitlements which would have an adverse impact on the ability of Buyer to develop and/or maintain the Property for its anticipated use; (f) shall not record or cooperate in the recording against the Property or any portion thereof, of any lien, encumbrance, agreement, easement, right of way or other matter without Buyer's written consent; and (g) will not engage in any act or omission which would result in the Property not being in compliance with the provisions of this Agreement or any applicable law or which would prevent the Title Company from issuing the Title Policy in accordance with this Agreement. 7. Destruction/Condemnation of Property; Other Notices. In the event that all or any portion of the Property is damaged or destroyed by any casualty under the provisions of applicable law after the Effective Date but prior to the date of Closing, Seller shall give Buyer immediate written notice of the same. Seller shall promptly notify Buyer of any building code violation notices or actions pending, and of any event that causes the representation of Seller under this Agreement to no longer be true or correct. 8. Indemnification. 8.1 Obligations. Seller shall Indemnify Buyer and Buyer shall Indemnify Seller against any wrongful intentional act or negligence of the Indemnitor. Buyer shall also Indemnify Seller against any and all of the following: (a) any damage to the Property caused by the Investigations of the Property by Buyer; and (b) any accident, injury or damage whatsoever caused to any person in or on the Property by Buyer prior to the Closing. Notwithstanding anything to the contrary in this Agreement, no Indemnitor shall be required to Indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. 8.2 Limitation on Liability of the Seller. Following the Close of Escrow, the Buyer is and shall be responsible for operation of the Property and the Project and the Seller shall not be liable for any injury or damage to any property (of the Buyer or any other person) or to any person occurring on or about the Property or the Project, except to the extent caused by the Seller's wrongful intentional act or negligence. -17- 8.3 Strict Liability. The indemnification obligations of an Indemnitor shall apply regardless of whether liability without fault or strict liability is imposed or sought to be imposed on one or more Indemnitees. 8.4 Independent of Insurance Obligations. Buyer's indemnification obligations under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying Buyer's insurance or other obligations under this Agreement and is independent of the Buyer's insurance and other obligations under this Agreement. Buyer's compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify the Buyer's indemnification obligations under this Agreement and are independent of the Buyer's indemnification and other obligations under this Agreement. 8.5 Survival of Indemnification and Defense Obligations. _ The indemnity and defense obligations under this Agreement shall survive the expiration or earlier termination of this Agreement, until all claims against any of the Indemnitees involving any of the indemnified matters fully, finally, absolutely and completely barred by applicable statutes of limitations. 8.6 Independent Duty to Defend. The duty to defend under this Agreement is separate and independent of the duty to Indemnify. The duty to defend includes claims for which an Indemnitee may be liable without fault or strict liability. The duty to defend applies immediately upon notice of a claim, regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any claim or suit, within the scope of the Indemnitor's indemnity obligations under this Agreement. 8.7 Indemnification Procedures. Wherever this Agreement requires any Indemnitor to Indemnify any Indemnitee: 8.7.1 Prompt Notice. The Indemnitee shall promptly notify the Indemnitor of any claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt Notice of a Claim and such failure materially prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor shall be relieved of its indemnity obligations for such claim. 8.7.2 Selection of Counsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall defend the action, Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the extent that the Indemnitee waives its rights to indemnity and defense for such claim. 8.7.3 Settlement. The Indemnitor may, with the Indemnitee's consent, not to be unreasonably withheld, settle a claim. The Indemnitee's consent shall not be required for any settlement by which all of the following occur: (a) the Indemnitor procures (by payment, settlement, or otherwise) a release of the Indemnitee from the subject claim(s) by which the Indemnitee need not make any payment to the claimant; (b) neither the Indemnitee nor the Indemnitor on behalf of the Indemnitee admits liability; (c) the continued effectiveness of this Agreement is not jeopardized in any way; and (d) the Indemnitee's interest in the Project entitlements is not jeopardized in any way. 8.7.4 Insurance Proceeds. The Indemnitor `s obligations shall be reduced by net insurance proceeds the Indemnitee actually receives for the matter giving rise to indemnification obligation. 9. Miscellaneous. 9.1 Notices. Any notice, request, demand, instruction or other document required or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto will be in writing and will be delivered personally or sent by United States registered or certified mail, return receipt requested, postage prepaid or by overnight express courier, postage prepaid and addressed to the parties at their perspective addresses set forth below, and the same will be effective upon the date of confirmed dispatch, if by electronic communication receipt if delivered personally or via overnight express courier or on the third Business Day after deposit if mailed. A party may change its address for receipt of notices by service of a notice to such change in accordance herewith. Buyer and Seller hereby agree that notices may be given hereunder by the parties' respective counsel, if applicable, and that, if any communication is to be given hereunder by Buyer's or Seller's counsel, such counsel, if applicable, may communicate directly with all principals as required to comply with the provisions of this Section. If to Buyer: THRIVE Santa Ana, Inc. P.O. Box 1935 Santa Ana, CA 92702 Attn: Ana Urzua If to Seller: City of Santa Ana Community Development Agency 20 Civic Center Plaza, M25 Santa Ana, CA 92701 Attn: Executive Director with a copy to: City of Santa Ana 20 Civic Center Plaza, M30 Santa Ana, CA 92701 Attn: City Clerk 9.2 Assignment. . Seller may not assign its interest in this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed. Buyer may not assign its interest in this -19- Agreement, or any of its rights or obligations hereunder, without prior written consent of Seller. No transfer or assignment in violation of the provisions hereof shall be valid or enforceable. Subject to the foregoing, this Agreement and the terms and provisions hereof shall inure to the benefit of and shall be binding upon the successors and assigns of the parties. 9.3 No Third Party Beneficiaries. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any person that is not a Party, whether under a third -party beneficiary theory, laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be obligated to discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders, members, partners, managers, or owners, (b) liabilities or obligations of Seller with respect to any acts, events or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or costs incurred in connection with the Property prior to the Close of Escrow, including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising therefrom. 9.4 Further Instruments. Each Party will, whenever and as often as it shall be reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any and all such further instruments and documents as may be necessary or proper, in the reasonable opinion of the requesting Parry, in order to carry out the intent and purpose of this Agreement. 9.5 Calculation of Time Periods; Business Day; Time of Essence. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a Business Day, in which event the period shall run until the end of the next day which is a Business Day. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which the Real Property is located. As used herein, the term "Business Day" means any day excluding Saturdays, Sundays and State and National holidays and any day the City is closed. Subject to the foregoing provisions, time is of the essence of this Agreement. 9.6 Entire Agreement; Amendments. This Agreement (including the documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of intent of the Parties. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the Parties. 9.7 Survival. All covenants, agreements, representations, warranties and indemnities contained in this Agreement shall survive the execution and delivery of this Agreement and the Close of Escrow and the delivery and recordation of all documents or instruments in connection therewith. -20- 9.8 Binding Effect; Enforcement. The covenants, agreements, representations, and warranties contained herein will be binding upon, be enforceable by and inure to the benefit of the representatives, successors, and permitted assigns of the respective parties hereto. 9.9 Applicable Law. This Agreement will be construed and interpreted under, and governed and enforced according to, the laws of the State of California applicable to contracts made and to be performed entirely therein. 9.10 Venue. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be the Superior Court of California in Orange County and the Parties hereby agree to and do hereby submit to the jurisdiction of such court. 9.11 Attorneys' Fees. If any Party to this Agreement shall bring any action or proceeding for any relief against the other, declaratory or otherwise, in any way arising out of or in connection this Agreement and/or the Property, the losing Party shall pay to the prevailing Party a reasonable sum for attorneys' fees and costs (including without limitation expert witness fees) incurred in bringing or defending such action or proceeding or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action or proceeding and shall be paid whether or not such action or proceeding is prosecuted to final judgment. Any judgment or order entered in such action or proceeding shall contain a specific provision providing for the recovery of attorneys' fees and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing Party shall be determined by the trier of fact based upon an assessment of which Party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other Party's major arguments or positions on major disputed issues. For the purposes of this Section, attorneys' fees shall include, without limitation, fees incurred in the following: (1) post judgment motions; (2) contempt proceedings; (3) garnishment, levy and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation. 9.12 Construction. The provisions of this Agreement shall not be construed in favor of or against either Party, but shall be construed as if both Parties prepared this Agreement. 9.13 Interpretation. The paragraph and section headings in this Agreement are solely for convenience and will not be deemed to limit or otherwise affect the meaning or construction of any part of this Agreement. Any pronoun used in this Agreement will be deemed to cover all genders. The terms "include," "including," and similar terms will be construed as if followed by the phrase "without being limited to." The term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision or section of this Agreement. Words in this Agreement importing the singular number will mean and include the plural number, and vice versa. 9.14 No Waiver. No waiver by a Party of a breach of any of the terms, covenants, or conditions of this Agreement by the other shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition contained herein. No waiver of any default by a Party shall be implied from any omission by the other Party to take any action on account of such default if such default persists or is repeated and no express -21- waiver shall affect a default other than as specified in such waiver. The consent or approval by either Parry to or of any act by the other requiring the first Party's consent or approval shall not be deemed to waive or render unnecessary the consenting Party's consent or approval to or of any subsequent similar acts by the other Party. 9.15 Severability of Provisions. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement will be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 9.16 Condemnation. From the Effective Date through and until the earlier of Close of Escrow or the termination of this Agreement, Seller shall not exercise the power of eminent domain or similar powers on any portion of the Property, except to the extent required in order for Seller to satisfy its obligations in connection with this Agreement. 9.17 Incorporation of Exhibits. Except as intentionally omitted, all exhibits attached hereto and referred to herein are incorporated into this Agreement as though fully set forth herein. 9.18 Counterparts. This Agreement may be executed in any number of counterparts and by different Parties to this Agreement in separate counterparts, each of which when so executed and delivered will be deemed original, but all such counterparts, together, will constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement will become effective upon the execution and delivery of a counterpart hereof by each Party to this Agreement. A signature of a Party to this Agreement sent by facsimile, electronic mail (including a scanned portable document format copy sent by electronic mail), or other electronic transmission will have the same force and effect as delivery of an original signature of such Party. 9.19 Amendments. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, except by written instrument signed by the Parties hereto. [SIGNATURES ON FOLLOWING PAGE] -22- IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date. ATTEST Jennifer Hall City Clerk APPROVED AS TO FORM Sonia R. Carvalho City Attorney r � Andrea Garcia -Miller Senior Assistant City Attorney RECOMMENDED FOR APPROVAL Michael L. Garcia Executive Director Community Development Agency Exhibits: Exhibit "A" Legal Description of the Property Exhibit "B" Form of Grant Deed Exhibit "C" Micro -Farm Covenant CITY OF SANTA ANA Alvaro Nunez City Manager THRIVE SANTA ANA, INC., a California nonprofit corp ration By: Name: Title: ]5z a. e-fr jam EXHIBIT "A" LEGAL DESCRIPTION 1901 West Walnut Street ("Property") is situated in the State of California, County of Orange, and the City of Santa Ana. The Property has a lot size of 16,558 square feet (.38 acre) as shown on a Map recorded as parcel 8 in Book 7 on page 332 of Assessor Parcel Maps of Orange County, California. The Property is bounded on its easterly edge by South Daisy Avenue and its southern edge by West Walnut Street. The following is the Property Legal Description: P BK 54 PG 50 PAR 3 1032/028269-0007 15373821.8 a02/09/26 Exhibit "A-1" EXHIBIT `B" FORM OF GRANT DEED [see attached] 1032/028269-0007 15373821.8 a02/09/26 Exhibit cc�» AT THE REQUEST OF AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-_) P.O. Box 1988 Attention: City Clerk GRANT DEED PART ONE SPACE ABOVE FOR RECORDER'S USE For a valuable consideration, receipt of which is hereby acknowledged: The City of Santa Ana, a California charter city in the County of Orange of the State of California ("Grantor" or "City"), hereby grants to THRIVE Santa Ana, Inc., a California nonprofit public benefit corporation ("Grantee"), that certain real property described in Exhibit "A" attached hereto and incorporated herein by this reference together with (a) all improvements owned by Grantor and located on the Property and all fixtures contained in any such improvements, and (b) any and all easements, rights -of -way, privileges, rights and appurtenances benefiting, appertaining or belonging to the Property, including, without limitation, any and all streets and roads (whether opened or proposed) abutting the Property, riparian rights, water or water rights and stock evidencing any such water rights, and/or oil, gas or other minerals laying under the Property ("Property"). 17_11:%11111L�1�7 Covenants Running with the Land. The Property is subject to various covenants running with the land contained in the Micro -Farm Covenant which is recorded concurrently herewith. [signatures on following page] Exhibit "B" 1032/028269-0007 15373821.8 a02/09/26 4 - EXECUTED ON , in , California. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney CITY OF SANTA ANA Alvaro Nunez City Manager RECOMMENDED FOR APPROVAL: By: Andrea Garcia -Miller Michael L. Garcia Senior Assistant City Attorney Executive Director Community Development Agency Exhibit `B" 1032/028269-0007 15373821.8 a02/09/26 -2- EXHIBIT "A" TO CITY DEED 1901 West Walnut Street ("Property") is situated in the State of California, County of Orange, and the City of Santa Ana. The Property has a lot size of 16,558 square feet (.38 acre) as shown on a Map recorded as parcel 8 in Book 7 on page 332 of Assessor Parcel Maps of Orange County, California. The Property is bounded on its easterly edge by South Daisy Avenue and its southern edge by West Walnut Street. The following is the Property Legal Description: P BK 54 PG 50 PAR 3 Exhibit `B" 1032/028269-0007 15373821.8 a02/09/26 -3- AT THE REQUEST OF AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Attention: City Clerk EXHIBIT "C" MICRO -FARM COVENANT No recording fee required; this document is exempt from fee pursuant to Section 6103 of the California Government Code SPACE ABOVE THIS LINE FOR RECORDER'S USE MICRO -FARM COVENANT For a valuable consideration, receipt of which is hereby acknowledged: The City of Santa Ana, a California charter city in the County of Orange of the State of California ("Grantor" or "City"), granted to THRIVE Santa Ana, Inc., a California nonprofit public benefit corporation ("Grantee"), that certain real property described in Exhibit "A" attached hereto and incorporated herein by this reference ("Property") pursuant to the Grant Deed recorded against the Property at the same time as this Micro -Farm Covenant. 1. The Property was conveyed in accordance with and subject to that certain Purchase and Sale Agreement ("Agreement") dated , entered into between Grantor and Grantee, a copy of which is on file with the City at its offices as a Public Record and which is incorporated herein by reference. The Agreement requires the Grantee to meet all requirements as set forth therein. All defined terms used herein shall have the same meaning as those used in the Agreement. 2. The Agreement acknowledges and agrees that the Property is quitclaimed by the City to the Grantee in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS CONDITION," as of the date of recordation of this Micro -Farm Covenant, with no warranties, expressed or implied, as to the environmental or other physical condition of the Property, the presence or absence of any patent or latent environmental or other physical condition on or in the Property, or any other matters affecting the Property. 3. Covenants Running with the Land. As provided in the Agreement, the following covenants are running with the land: 3.L Micro -Farm: Grantee shall continue to operate the Property and Project as a micro -farm for a period of at least thirty (30) years from the date of the recording of this Micro - Exhibit "C" 1032/028269-0007 15373821.8 a02/09/26 4 - Farm Covenant. If the Project or Property is no longer operated as a micro -farm in accordance with the Micro -Farm Covenant, Grantee shall be in default under the Agreement and the Micro - Farm Covenant. 3.2. Right of First Ofe: Before Grantee offers the Property for sale to any third party or on the open market, Grantee shall first offer the Property for sale back to Grantor in writing upon all terms and conditions which Grantee is willing to offer to any third person or on the open market ("Notice"). Grantor shall notify the Grantee of its acceptance of the offer to purchase set forth in the Notice, less a credit for the repayment of the Economic Development Subsidy ($178,000), within sixty (60) days after delivery of the Notice ("Deadline Date"). If Grantor fails to notify Grantee of its acceptance to re -purchase the Property by the Deadline Date, Grantor's right of first offer shall be deemed to have automatically and without further notice expired and Grantee shall thereafter have the right to offer the Property to any third person or on the open market on terms and conditions stated in the Notice (or on terms which are better, but not worse, for the Grantee). If Grantee does not consummate a sale of the Property on the terms and conditions set forth in the Offer (or on terms which are better, but not worse, for Grantee) within sixty (60) days of after the Deadline Date, this right of first offer shall revive. If, however, Grantee consummates the sale of the Property to a Third Party within said sixty (60) days after the Deadline Date, this right of first offer shall thereupon automatically without further notice terminate. 3.3. Economic Development Subsidy Lien: In the event Grantee consummates a sale of the Property to a party other than Grantor/City, in accordance with the Right of First Offer above, within thirty (30) years following the Close of Escrow (the "Subsidy Recapture Period"), Grantee shall be required to re -pay the Economic Development Subsidy ($178,000) to Grantor upon the completion of such sale. Upon expiration of the Subsidy Recapture Period, the Economic Development Subsidy shall be deemed fully vested and no repayment obligation shall apply to any sale of the Property to a party other than Grantor/City occurring thereafter. If Grantee fails to timely re -pay the Economic Development Subsidy upon sale of the Property during the Subsidy Recapture Period, Grantor shall have the right to record a lien against the Property in accordance with this Micro -Farm Covenant. 3.4. City Use Rights: Grantor shall have the right to use the Property once per quarter for City events, without any "use" fee or other similar charges, for a period of five (5) years after the date of recording of this Micro -Farm Covenant. Thereafter, Grantor can use the Property for City events under the terms of Grantee's Space Use Agreement, which includes a minimum fee. Grantor and Grantee will work cooperatively to plan City events, upon mutually agreed upon dates between the Parties. The City shall pay for all costs and expenses associated with City events, including clean-up and damages. Grantee may request that Grantor sign a license agreement, or other similar agreement, with reasonable terms, concerning City events. 3.5. Prohibition on Assi;?nment or Transfe: Grantee shall not assign or transfer (including an assignment by operation of law or lease) Grantee's interest in the Property, or any portion thereof (hereinafter referred to collectively as "Transfer") without the written consent of Grantor, which consent will not be unreasonably withheld, conditioned, or delayed, for a period of thirty (30) years from the date of recording of this Micro -Farm Covenant. Grantee's failure to obtain Grantor's written consent to a Transfer shall render such Transfer void. Existing uses at the Micro -Farm are consented to and allowed to continue, including urban farming, cooperative businesses, cafe and craft artisanry, without further consent. Exhibit "C" 1032/028269-0007 15373821.8 a02/09/26 -2- 3.6. All obligations imposed upon Grantee herein shall bind any and all successors of Grantee (subject to Section 7 below). 4. If Grantee breaches any of the Covenants Running with the Land above, Grantee shall have fourteen (14) days following written notice of default from the Grantor to cure such default. In the event Grantee fails to cure such default, Grantee shall be liable for liquidated damages in accordance with the Agreement. 5. All covenants contained in this Micro -Farm Covenant shall be covenants running with the land and equitable servitudes thereon. The covenants contained in Sections 3 and 4 herein shall automatically terminate upon (a) thirty (30) years from the date the Micro -Farm Covenant is recorded; or (b) Grantee's payment of liquidated damages in accordance with the Agreement, without further notice or documentation. 6. The covenants contained herein shall be binding for the benefit of Grantor, the City of Santa Ana and, if applicable, any successor in interest to said parties. Such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The right to exercise all of the right and remedies, and to maintain any actions at law or suits in equity or contained in this Micro -Farm Covenant shall be for the benefit of and shall be enforceable only by the Grantor and such aforementioned parties. Notwithstanding anything to the contrary in this Micro -Farm Covenant, no default by Grantee hereunder shall result in any forfeiture of fee title to the Property. 7. Nothing in this Micro -Farm Covenant shall restrict Grantee from unencumbering the Property with a deed of trust or mortgage. Any amendment to these Micro -Farm Covenant shall require the consent of any mortgagee. No portion of this Micro -Farm Covenant or any amendment or violation thereof shall operate to defeat or render invalid, in whole or in part, the rights or protection of the beneficiary, insurer, guarantor, or holder of any mortgage or deed of trust encumbering any portion of the Property. Notwithstanding anything in this Micro -Farm Covenant to the contrary, in the event of any foreclosure or deed -in -lieu of foreclosure by lender holding a deed of trust or mortgagee on the Property, any successor owner shall acquire fee title to the Property free of any obligations under this Micro -Farm Covenant. 8. The covenants contained herein shall be deemed to be covenants running with the land and shall bind and benefit future purchasers, encumbrances and transferee. [Signatures on following page] Exhibit "C" 1032/028269-0007 15373821.8 a02/09/26 -3- EXECUTED ON Dated: ATTEST: By: City Clerk APPROVED AS TO FORM: City Attorney BUYER: THRIVE SANTA ANA, INC., a California nonprofit corporation By: Name: Title: in , California. CITY: THE CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California By: _ Name: Its: [NOTE: All signatures must be notarized] Exhibit "C" 1032/028269-0007 15373821.8 a02/09/26 -4- EXHIBIT 7 STATE OF CALIFORNIA - BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY GAVIN NEWSOM, Governor DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT DIVISION OF HOUSING POLICY DEVELOPMENT o o" 651 Bannon Street, Suite 400, Sacramento, CA 95811 (916) 263-2911 / FAX (916) 263-7453 . www.hcd.ca.gov December 19, 2025 Julie Castro, Economic Development Specialist III City of Santa Ana 20 Civic Center Plaza M-25 Santa Ana CA, 92701 SENT VIA EMAIL TO: icastro5asanta-ana.or Dear Julie Castro: RE: City of Santa Ana - APN 007-332-08 - Surplus Land Act Findings Letter Thank you for notifying the California Department of Housing and Community Development (HCD) of the City of Santa Ana's (City) determination of Assessor's Parcel Number (APN) 007-332-08 (Property), as "exempt surplus land." Your complete documentation was received on December 1, 2025. HCD reviewed the City's Notice of Exemption (Notice) and supporting documentation pursuant to Section 400 of the Surplus Land Act Guidelines. As explained below, HCD finds that the Property qualifies as "exempt surplus land" under Government Code section 54221, subdivision (f)(1)(B). Analysis As provided in Government Code section 54221, subdivision (f)(1)(13), "exempt surplus land" includes "[s]urplus land that is less than one-half acre in area and is not contiguous to land owned by a state or local agency that is used for open -space or low- and moderate -income housing purposes." According to the Notice, the Property is no longer necessary for the City's use and is less than one-half acre (0.38 acres) in area. Additionally, the Property is not contiguous to land owned by a state or local agency that is used for open space or low- and moderate - income housing purposes. On December 1, 2025, the City confirmed that Government Code section 54221, subdivision (f)(2) does not apply to the Property and, therefore, a written notice of availability for open -space purposes is not required. SLA0002295 Julie Castro, Economic Development Specialist III Page 2 Conclusion If the submitted documentation and assertions by the City are complete and accurate, HCD finds that the Property qualifies as "exempt surplus land" under Government Code section 54221, subdivision (f)(1)(B). If you have any questions or need additional technical assistance, please contact Gabriel Pena -Lora, Senior Housing Policy Specialist, at gabriel.pena-loraQ_hcd.ca.gov or submit a request via the Surplus Land Act Portal. Sincerely, visa �Z>cuse Lisa Krause Section Chief, Surplus Land Act SLA0002295 1=:1:11:1k6:3 ORANGE COUNTY REPORTER — SINCE 1921 — 600 W SANTA ANA BLVD STE 812, SANTA ANA, CA 92701 Telephone (714) 543-2027 / Fax (714) 542-6841 ABIGAIL ALCALA CITY OF SANTA ANA/CITY CLERK 20 CIVIC CENTER PLAZA M-30 SANTA ANA, CA - 92701 PROOF OF PUBLICATION (2015.5 C.C.P.) State of California ) County of ORANGE )SS Notice Type: HRG - NOTICE OF HEARING Ad Description: PH Notice - THRIVE I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the ORANGE COUNTY REPORTER, a newspaper published in the English language in the city of SANTA ANA, county of ORANGE, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of ORANGE, State of California, under date 06/20/1922, Case No. 13421. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to -wit: 02/02/2026 Executed on:02/02/2026 At Los Angeles, California I certify (or declare) under penalty of perjury that the foregoing is true and correct. ure 11iuuiu1[u1i� iuu 1[uuiuiiuiiiiiiiiiiuui This space for filing stamp only O R #: 4007502 NOTICE OF PUBLIC HEARING BEFORE THE CITY COUNCIL OF THE CITY OF SANTA ANA, CA The City of Santa Ana encourages public participation in the decision - making process. This notice is provided to inform the public of a proposed action and to provide an opportunity to offer comments and testimony before the City Council takes action. NOTICE IS HEREBY GIVEN — The City Council of the City of Santa Ana will hold a public hearing to receive public testimony and consider the proposed sale of City -owned real property at below fair market value and approval of an associated economic development subsidy, as described below. Project Location: 1901 W. Walnut St., Santa Ana, CA 92706, located within the Community Commercial (C-2) zoning district. Project Applicant: THRIVE Santa Ana, Inc. Proposed Project: Pursuant to California Government Code Section 53083, the proposed sale of the property at below fair market value constitutes an economic development subsidy. A written Economic Development Subsidy Report has been prepared in accordance with Government Code Section 53083. The subsidy report will be made available online before the scheduled Public Hearing at: https://www. sa nta-a n a. o rg/cd/eco n o mi c- d eve I opment-su bs i d y-reports The proposed action includes the sale of City -owned real property located at 1901 W. Walnut Street, Santa Ana, California, to THRIVE Santa Ana, Inc. at a price below fair market value and approval of an associated economic development subsidy. Meeting Details: This public hearing will be held on Tuesday, February 17, 2026, at 5:30 p.m., or as soon thereafter as the matter may be heard, in the City Council Chamber, 22 Civic Center Plaza, Santa Ana, CA 92701. Members of the public may attend this meeting in -person or join via Zoom. For the most up to date information on how to participate virtually in this meeting, please visit https://www.santa-ana.org/agendas-and- minutes/ Written Comments: If you are unable to participate in the meeting, you may send written comments by e-mail to eComment@santa-ana.org (reference the Agenda Item # in the subject line) or mail to Jennifer L. Hall, City Clerk, City of Santa Ana, 20 Civic Center Plaza — M30, Santa Ana, CA 92701. Deadline to submit written comments is 4:00 p.m. on the day of the meeting. Comments received after the deadline may not be distributed to the City Council but will be made part of the record. Where To Get More Information: All staff reports regarding any item on this agenda are available for public inspection in the City Clerk's Office during regular business hours and posted on the City's website the Tuesday before a Council meeting at: https://www.santa- ana.org/agendas-and-minutes/ Who To Contact For Questions: Should you have any questions, please contact Marc Morley with the Community Development Agency at mmorley@santa- ana.org or (714) 647-6544. Note: If you challenge the decision on the above matter in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council of the City of Santa Ana at, or prior to, the public hearing. Si tiene preguntas en espanol, favor de Ilamar a Bianca Zurita (714) 647-6353. Neu can lien lac bang tieing Viet, xin dien thoai cho Thai An (714) 647-5499. Jennifer L. Hall, CMC City Clerk 2/2/26 OR-4007502# Email