Loading...
HomeMy WebLinkAboutTHRIVE SANTA ANA, INC. (8) APR D 2 2626 Return FULLY EXECUTED o:cm(0 usrr Copy to City Clerk, M-10 First American Title Company A-2026-020-01 �•CGS4rv[�Y) •i c f 4 First American Way Firs tl4rneriean Title`" Santa Ana,CA 92707 (714)250-3000 �, --1 Fax: (714)824-4842 Copy To: First American Title Company, "Settlement Agent" File No.: OSA-7376481 Nancy Perez, Escrow Officer Date: February 24, 2026 Re: 1901 W Walnut St, Santa Ana, CA 92703, "Property" THRIVE Santa Ana, Inc, "Buyer" City of Santa Ana, "Seller" Collectively, "Parties" Purchase/Sale Settlement Instructions This document contains the Buyer's and Seller's (the"Parties") agreed-upon instructions to the Settlement Agent (also known as and referred to as "Escrow Holder", "Escrow Agent" or "Closing Agent" in documents used in this transaction) for providing settlement services in addition to the issuance of title insurance. If applicable, this document may be modified by state-specific supplemental Settlement Instructions. Settlement Agent is either a direct operation or wholly owned operation of First American Title Insurance Company, a national title insurance underwriter. Settlement Agent may decline to provide settlement services if no title insurance policy is to be issued. Important Facts to Help Reduce Cvber Fraud Risk Real estate transactions are frequently targeted for cyber fraud. Parties to transactions can take steps to reduce the risk of falling victim. Here are some important facts you must know: • Settlement Agent banks only with First American Trust, FSB ABA Routing Number 122241255. DO NOT WIRE FUNDS TO ANY OTHER BANK OR ROUTING NUMBER. Your escrow officer's email address is nperez@firstam.com and any instructions that direct you to send funds to another bank may be fraudulent. Before wiring your funds, contact us at (714)250-3000. Ultimately, you are responsible to verify that you have correct instructions before you wire funds. • Parties requesting that funds be wired will be asked to provide accurate and complete instructions prior to closing. • Any changes to a party's wiring instructions must be verified in person. A. Settlement Accent Responsibilities Settlement Agent's obligations and responsibilities are limited onlyto those it has agreed to in writing and as required to comply with applicable laws. No other obligation or duty will be assumed or implied. B. Parties`Instructions to Settlement Agent The Parties instruct and authorize Settlement Agent to perform the following services to complete and process the settlement of the purchase and sale of the Property pursuant to a real estate purchase contract that has been provided to the Settlement Agent by the Parties: • Order a title insurance commitment or preliminary report for the purpose of issuing a policy or policies (collectively the"Policy") of title insurance upon the completion of the sale and transfer of the Property to the Buyers. The Policy to be issued to Buyer and/or Buyer's lender(s) will be issued by a title insurance company ("Title Insurer") that may be the Settlement Agent or an affiliated company. • Deposit funds presented into Settlement Agent's general escrow account. This account is non-interest bearing but may provide certain benefits to the Settlement Agent if permitted by applicable law. c@First American Financial Corporation.All Rights Reserved,NYSE: FAF Page 1 of 12 First American Title Company File No.:OSA-7376481[NP) • Obtain payoffs of loans, liens and assessments shown in the title insurance commitment or preliminary report that are to be paid as part of the settlement or as required to issue the Policy. • Prepare a settlement statement itemizing charges to the Parties, including: • invoices submitted by or on behalf of the Parties; • payoff demands submitted by any person having a lien or interest in the Property; • property taxes, property owner's association dues and/or rents; • prorations of property taxes or other items between the Parties such as property owner's association dues, rents, or deposits; • fees and charges due to Settlement Agent and the Title Insurer; • fees due to a lender; • fees due pursuant to the contract or other instructions provided by the Parties; • other items that are part of this transaction. • Adjust prorations based on the actual settlement date without further instruction from the Parties. Any adjustments or re-prorations after closing will be made between the Parties without Settlement Agent's involvement. • Prepare or select a provider to prepare needed documents, including deeds, mortgages and deeds of trust, as permitted by law if customary in the property jurisdiction. • Deliver copies of documents it receives to real estate agents, mortgage brokers, lenders and attorneys identified in the transaction in relation to their role. Documents delivered to an agent, attorney, or representative of any Party, or to a Party that is registered with our Transactions portal to the portal, will be deemed delivered to the Party. • Coordinate with the Buyer's lender(s), if any, including providing requested information, and receiving and processing loan documents. • Share taxpayer identification numbers of the respective Parties if required for federal withholding purposes, or in relation to financing provided by the Seller for the benefit of the Buyer's purchase of the Property. • Make non-material corrections to documents, such as correction of typographical errors. • Once all conditions precedent are satisfied, released, approved or waived, proceed to close the transaction absent written instructions to the contrary provided prior to the disbursement of funds or recording of documents. • Deliver and disburse funds and documents to the Parties at the addresses provided. • Deliver for filing with the appropriate government entity, documents delivered by the Parties to transfer and/or encumber the title to the Property. • Deliver or cause to be delivered the Policy containing the exceptions shown on the title commitment or preliminary report other than those being paid or released in this transaction, and deeds of trust, mortgages or other voluntary liens, encumbrances or other restrictions or agreements executed or agreed to by Buyer in this transaction, subject to terms, provisions and conditions of the Policy. • May, in its sole discretion, hold funds for title curative matters for which it does not have a final amount available to pay at time of closing. • Report the sale to the IRS via form 1099-S with the Seller's U.S. taxpayer identification number(provided by the Seller) unless the Seller can prove an exemption from reporting. Settlement Agent may report the sale under federal regulations, even if the Seller claims an exemption. • Submit payment and required forms for any state income tax withholding obligations of the Buyer from the Seller, resulting from the sale of real property if and as required by law. • As a courtesy, issue payment for federal income tax withholding obligations of the Buyer from the Seller, due as a result of the sale of real property by a foreign seller per FIRPTA. ("FIRPTA" is the Foreign Investment in Real Property Tax Act of 1980, a United States tax law that imposes income tax on foreign persons disposing of US real property interests. Purchasers of real property interests sold by a foreign person are required to withhold tax on payment for the property. The amount of withholding may vary and purchasers may be liable if the withholding is not paid timely to the IRS.) • Retain records of transactions in accordance with Settlement Agent's record retention policy. • Provide other services as may be required by law or specified in written instructions by the parties and agreed to by Settlement Agent in writing. • Record some documents shown on the settlement statement post-closing. The party charged for documents to be recorded post-closing will be responsible for any additional charges due at the time of recording. Funds collected for document recording will be returned to the parry charged if the documents are not presented for recording within 90 days post-closing, C. Parties Obligations and Responsibilities ©First American Financia!Corporation.All Rights Reserved. NYSE: FAF "age 2 of 111 First American Title Company File No.:o5A-7376481(NP) The Parties agree: • to execute documents required to complete the transaction and issue the Policy; • to provide any additional instructions to Settlement Agent or modify existing instructions to Settlement Agent in writing,, • to disclose in advance to Settlement Agent any deposits of funds to be made by third parties, such as gift funds; all such deposits are subject to Settlement Agent's acceptance of the funds and conditions and terms to be specified by Settlement Agent including providing contact information for any third-party depositors, furnishing their government issued identification, taxpayer identification (social security) number, address and occupation, and signing separate instructions regarding deposit and use of their funds; • to notify Settlement Agent of any error or omission in the settlement statement immediately upon receipt; • to comply with cancellation requirements of the Settlement Agent including payment of any service or cancellation fees required by Settlement Agent or applicable law; • to make up any shortages in funds due from the respective Party inadvertently omitted by the Settlement Agent or as a result of incorrect amounts shown on the settlement statement; and if any documents do not accurately contain all of the agreed terms of the transaction due to an error by Settlement Agent, any of the Parties, or others,the Parties will execute new documents to correct the error upon request by the other Party or Settlement Agent. • Parties will deposit funds in a timely manner, pursuant to contract terms, in the form of payment acceptable to Settlement Agent which payment must be made in compliance with the respective state's good funds laws; payments made in any manner other than via wire transfer may delay final closing while Settlement Agent verifies the payment. • Buyer will be the withholding agent as prescribed under FIRPTA if the seller is subject to federal withholding; and • at closing, after review of the title commitment or preliminary report, Seller will represent and warrant that all outstanding bills on the Property are paid current, and that there are no liens on the Property, and there are no tenants or parties in possession of any of the Property, except as disclosed in the title commitment or preliminary report. Seller also agrees not to borrow any more funds from a line of credit secured by the Property and authorizes Settlement Agent to close the line of credit on SeIler's behalf. D. Parties Acknowledge Limits of Settlement Agent Responsibilities As the Settlement Agent's obligations are limited to the specific matters described above, unless otherwise provided for in these Instructions, the Parties and their agents will also be responsible for: • obtaining their own legal, tax or financial services for which a license is required; • obtaining fire, hazard or liability insurance from an insurance company or agent of Buyer's choice, • coordinating delivery of possession (including keys) after closing; • verifying the condition of the Property and the completion or sufficiency of repairs; • tracking contract contingencies; • handling personal property issues such as transferring title to equipment, fixtures and other personal property, clearing any loans or liens on those items, and payment of personal property taxes; • transferring utilities; • paying bills not secured by the Property other than those shown on the settlement statements. If payment of an unsecured debt or bill not associated with the transaction is required by the Buyer's lender, Buyer will supply Settlement Agent with information sufficient to make the payment and Settlement Agent will deliver payment to the creditor or to the Buyer,who agrees to send the payment to the creditor promptly. Payments made by Settlement Agent are an accommodation only and Settlement Agent is not liable for any interest, penalty, late charges or other sums due. Settlement Agent is not responsible for insufficiencies, overpayments, closing of accounts or obtaining any releases. • resolving conflicting instructions between the Parties before Settlement Agent closes the transaction; • paying or prorating any post-closing retroactive property tax assessment not insured against by the Policy including reassessment in value, change in land usage, including changes caused by natural disasters, construction of new improvements, failure to timely remove property tax exemptions, or loss of any homestead status; and • Buyer acting as the withholding agent under FIRPTA. OFir st American Financial Cor Goratiori.All Rights Reserved. NYSE: FAA Page 3 of i2 First American Title Company File No.:OSA-7376481(NP) E. Other Agreements of Parties FinCEN Residential Real Estate Reporting Effective March 1, 2026: If this transaction is required to be reported to the U.S. Department of Treasury Financial Crimes Enforcement Network, Parties shall provide to Settlement Agent documentation required to complete the Residential Real Estate (RRE) report including, but not limited to, full legal name of the a) Buyer entity or trust and its Beneficial Owners and Signers, and the b)Seller (or their entity or trust), along with all parties'street addresses, IRS taxpayer identification numbers and any associated individuals'dates of birth. This requirement is limited to residential real estate transactions purchased with all cash or without institutional lender financing,where at least one buyer/transferee is a legal entity, limited liability company, corporation, partnership, trust, or other non-natural person. Settlement Agent may assess a charge for gathering information and preparing and filing the RRE, which will be in addition to the standard escrow fee and will be paid by Buyer unless the purchase contract provides otherwise. Copies of Documents; Electronic Signatures, Executed in Counterpart: Settlement Agent is authorized to rely upon a copy of any document as if it were an original, may agree to accept electronically signed documents, and may rely on documents executed in counterpart. If requested, original documents shall be delivered to Settlement Agent, which may withhold performing escrow functions such as providing documents or funds due to the parry until the requested original documents are delivered to Settlement Agent. Documents to be recorded MUST contain original ink signatures unless use of a digital original has been approved in advance. Remote Online Notary (RON)Authorization: Any document for use in this transaction may be executed electronically and any document, including deeds, mortgages, or deeds of trust that requires notarization, may be executed and notarized digitally using a notary in a state where there is a currently effective RON law. This authorization permits, but does not require, electronic execution of documents or notarization via RON and is subject to requirements of Settlement Agent and Title Insurer. This authorization is contingent upon the governmental recorder of the Property accepting RON notarized documents for recording in electronic or paper form. Additional Fees for Third Party Services: Settlement Agent may incur additional costs for services performed by third parties. The fees charged by Settlement Agent for such services including, but not limited to, wire transfers,overnight deliveries, messengers or other third-party services, may include a markup to cover costs incurred by the Settlement Agent, if and as permitted by applicable law. Payoffs to Lenders/Lien holders: Payoffs of existing loans or liens may be made as required by the lender. Payoffs may include additional days of interest to account for delivery. Certain payments, such as home equity line of credit payoffs, may require additional time to process. Settlement Agent will not be responsible for obtaining a refund of any overages or return of escrow account balances. Property Survey Matters:The title insurance commitment or preliminary report may disclose a standard policy survey exception, which will show on the Policy unless a survey meeting Settlement Agent's or government requirements is provided to the Settlement Agent prior to closing. Any encroachments or other matters disclosed on a survey may be added as additional exceptions on the Policy. Indemnity, Hold Harmless and Limit of Liability; The Parties agree to indemnify and hold Settlement Agent harmless from any loss or damage arising from or pertaining to the Parties' conduct, requirements, action or inaction regarding the matters addressed herein or for any other loss or damage that is not caused by Settlement Agent. Settlement Agent's sole responsibility arises under the instructions given to and agreed to by Settlement Agent, The Parties further waive any special, incidental, punitive or consequential damages arising out of or in connection with the instructions given to Settlement Agent. Interpleader Action: In the event of a dispute that may limit or affect Settlement Agent's performance or duties to provide its escrow services or any time after escrowed funds become dormant as determined by Settlement Agent, Settlement Agent may, AT ITS SOLE DISCRETION, file an action in interpleader, or file any other appropriate and necessary action, and deposit the escrowed funds with the clerk of the court. All costs, fees and expenses including attorney's fees incurred by the Settlement Agent in an action may be deducted from the escrowed funds held prior to or upon depositing any of the remaining escrowed funds with the clerk of the court, Upon filing of an action in Interpleader, or other appropriate and necessary action, the Settlement Agent will be ©Firs',American Financial Corporation.All Rights Reserved. NYSE: rAF 'Page 4 of 112 First American Title Company File No.:OSA-7376481(NP) deemed fully released and discharged from any obligations, duties or requirements imposed by these or other instructions given to Settlement Agent. This paragraph does not limit any interpleader or other rights Settlement Agent may have under applicable law. State Escheatment Requirements: Settlement Agent may forward any balance of escrowed funds held to the applicable state agency or department requiring the disposition or handling of unclaimed property pursuant to the applicable state's unclaimed property act or administrative rules (known as escheatment). Once funds have been escheated, it may be necessary for the Parties to file a claim with the State in order to receive the escheated funds. Settlement Agent will have no further duty with respect to the funds or to assist with any Party's claim to receive the funds. Force Majeure: Settlement Agent shall not be liable for a failure or delay in performing any of its obligations to the extent that such failure or delay is due to causes beyond the reasonable control of the Settlement Agent, including but not limited to: (a) unusually severe weather or other acts of God; (b) fire, explosion or earthquake; (c)war, invasion, terrorism, riot or other civil unrest; (d) governmental laws, orders, restrictions, embargoes or blockages; (e) national or regional emergency; (f) highly infectious diseases, epidemics, pandemics; (g) injunctions, strikes, lockouts, or other industrial disturbances, (h) inability to obtain or use necessary transportation, power or infrastructure, (1) inability to obtain or use necessary products or materials, 0)cyber or ransomware attacks, unavailability of communications, data, or computer systems resulting from unauthorized actions or activity, business cessation, failure of any financial institution, or other forms of business interruption, or(k) other causes whether similar or dissimilar to the foregoing ("force majeure"), F. Dispute Resolution: Please read this arbitration provision carefully. It requires the resolution of disputes by arbitration on an individual basis rather than by iury trials or class actions. (a) The Parties acknowledge that they are entering into this arbitration agreement in connection with escrow services related to a real estate transaction. The Parties agree that all disputes and claims involving Settlement Agent that arise out of or relate to the escrow services in any way must be resolved by arbitration. This arbitration agreement is intended to be broadly interpreted, and the obligation to arbitrate includes disputes or claims brought by or against the Parties' respective affiliates, owners, agents, employees, representatives, predecessors, successors, assigns, and any beneficiaries of the escrow services, such as those with an interest in the underlying real estate transaction or who are or intend to be occupants,tenants, or owners of the property. Notwithstanding the foregoing, any party may bring an individual action in small claims court, so long as the action remains in that court. Any dispute as to the arbitrability of claims or the scope or enforceability of this arbitration provision, or as to the interpretation of paragraph (d) below, is for the count to decide. The services provided by Settlement Agent evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of the Escrow. (b) Arbitration Procedures. The arbitrator shall be bound by the terms of this arbitration provision. The arbitration will be governed by the Commercial Arbitration Rules or, where applicable, the Consumer Arbitration Rules (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this arbitration provision. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800- 778-7879. The AAA shall administer the arbitration. If the AAA is unavailable, the arbitration will be administered by another arbitration provider that the Parties agree to or that the court selects. Arbitrators may consider but shall not be bound by rulings in prior arbitrations involving different customers. Arbitrators shall be bound by rulings in prior arbitrations involving the same customer to the extent required by applicable law. Unless the Parties agree otherwise, any in-person arbitration hearings shall be in the county in which the underlying real estate at issue in the transaction is located. (c) Arbitration Costs. The Settlement Agent will pay all AAA filing, administrative, and arbitrator fees for any arbitration that the Settlement Agent commences. If another party commences arbitration and the value of that claim is $75,000 or less (to either party), the Settlement Agent will pay all AAA fees. If, however,the arbitrator finds that the substance of such a claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. (first An erlcaan Rnanciad Corporation.All Rights Reseraedd. NIY1E: FAF Page 5 of 11t First American Title Company File No.:05A-7376481(NP) (d) Prohibition of Class or Representative Actions and Non-Individualized Relief. UNDER THIS AGREEMENT,ANY CLAIM MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS A PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all Parties agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. The arbitrator may award any relief that a court could award, so long as the relief is individualized to the claimant and would not affect other persons. No party may seek non- individualized relief that would affect persons other than the Parties themselves. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim or request for a particular remedy(such as a request for injunctive relief), then that claim or request for that remedy must be brought in court and all other claims and requests for remedies must be arbitrated in accordance with this agreement. OFirst American Financial Corporation,A!! Rights Reserved,NYSE: EAF Page 6 of 12 First American Title Company File No.:OSA-7376481(NP) Buyer(s): THRIVE Santa Ana, Inc, a California Non-Profit Public Benefit Corporation By: Name: Apolonio Cortez Title: Board Secretary Seller(s): City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ATTEST. 2b,i"nnife . all Name: Alvaro Nunez v Cier Title: City Manager ©First American Financial Corporation.All Rights Reserved. NYSE: FAF Page 7 of 12 First American Title Company File No.:OSA-7376481(NP) This Company conducts the handling of escrow business pursuant to Department of Insurance, State of California, License Number CA, 2549-4, Purchase/Sale Settlement Instructions - Supplemental - California These instructions are not intended to alter, modify or change the purchase contract and/or Purchase/Sale Settlement Instructions between the parties, with any addendums/amendments thereto, for the above referenced Property except with respect to the following: Settlement Agent's general provisions are incorporated into the"Parties Acknowledge Limits of Settlement Agent Obligations and Responsibilities"and "Other Agreements of the Parties"sections of the Purchase/Sale Settlement Instructions and in the Purchase/Sale Settlement Instructions-Supplemental(California). State and Local Transfer Forms: Parties acknowledge that state law and local ordinances may require completion and submittal of certain certificates or applications, proof of compliance, disclosures or physical modifications such as to sewer laterals and to sidewalks, in connection with the transfer of ownership of the Property, referred to as "Local Transfer Obligations." Parties further acknowledge and agree that completion or submittal of these Local Transfer Obligations along with any fees due for same shall be handled outside of escrow and are not the responsibility of Settlement Agent. Parties instruct Settlement Agent to close this transaction without inquiry or concern regarding the status of any Local Transfer Obligations. If Settlement Agent agrees to forward any forms to other parties or governmental agencies, such actions will be as an accommodation only and Settlement Agent shall have no responsibility for the sufficiency or completeness of the documents, nor any responsibility for follow up or correction of any deficiencies. If any type of filing fee was paid on behalf of the Parties by Settlement Agent's check and it becomes stale-dated or is returned to Settlement Agent by the agency, the Parties instruct Settlement Agent to void its check and disburse the funds to the Buyer. Any related forms that are returned shall also be forwarded to the Buyer. County Transfer Tax: Parties are responsible for payment of any transfer tax,"mansion tax"or other similar taxes, assessments or fees to the City and/or County in which the Property lies. Settlement Agent will disburse the amount calculated by the parties at time of recording as an accommodation. In the event that the City and/or County deems any additional transfer tax, mansion tax, or other similar taxes or assessments or fees, including any penalties and interest, due at any time, Parties will work together directly with City and/or County and will pay the amount due directly to the City and/or County, outside of escrow and without involvement of Settlement Agent. Parties jointly and severally agree to and do hereby indemnify and hold harmless Settlement Agent from all suits, actions, loss,costs, claims, damages, liabilities, and expenses (including, without limitation, attorneys'fees and costs) that may arise from any such transfer tax, mansion tax, or other similar taxes or assessments or fees, including any penalties and interest. Real Property Tax: Real property taxes are prorated based on the most current available tax statement from the tax collector. Supplemental taxes may be assessed due to a change in ownership or construction completion. Adjustments due either Party based on the actual new tax bill issued after closing or a supplemental tax bill are the responsibility of the Parties. The first installment of California real property taxes is due November 1st (delinquent December 10th), and the second installment is due February 1st(delinquent April 10th). If a tax bill is not received from the County at least 30 days prior to the due date, Buyer should contact the County Tax Collector's office and request one. Notice of opportunity to Earn Interest: Unless you elect and instruct Settlement Agent to open an interest- bearing account at one of Settlement Agent's depository banks,you will not earn interest on funds deposited to escrow. If you elect to earn interest, Settlement Agent will charge you a fee of$50.00 for the establishment and maintenance of an interest-bearing account. This fee compensates Settlement Agent for any charge by the bank for opening the account, plus the additional employee time required to administer the account. It is important that you consider this cost in your decision as the cost may exceed the earnings. Contact your Settlement Agent if you want to open an interest-bearing account. c@First Arrericaii Financial Corporation.All Rights Reserved. NYSE: FAF rage 8 of 12 First American Title Company File No.;OSA-737WI(NP) Grant Deed: The Parties instruct Settlement Agent to complete Grant Deed over Seller's signature, if necessary, to comply with Buyer's written vesting instructions. Title Approval: The Parties acknowledges receipt of a copy of the Preliminary Report issued in connection with this escrow for the above-referenced property and containing the legal description of the property which is the subject of this escrow. The Parties approve the intended policy(ies)form(s) and acknowledge that the Owners Policy of Title Insurance, having a liability amount of at least the total consideration, and Loan Policy of Title Insurance, if any, having a liability amount of at least the loan amount will be subject to all exceptions shown on the Preliminary Report except: • Delinquent general and special taxes, assessments and/or bonds • Voluntary and/or involuntary liens created by Seller or prior owner not assumed by Buyer • Deed(s) of Trust not assumed by Buyer Parties to notify Settlement Agent in writing of any items which are specifically disapproved by Parties. Parties understands that should there be any involuntary liens recorded against Buyer at the time they acquire Property, these involuntary liens will become liens on the title. CANCELLATION OF ESCROW If one of the Parties desires to cancel the transaction, Settlement Agent requires a written cancellation notice and will advise the other parry of the notice of cancellation via any method available to Settlement Agent, including electronic or U.S. mail. If the parties do not provide mutual instructions regarding funds that have been deposited with the Settlement Agent, Settlement Agent may, AT ITS SOLE DISCRETION: • File an interpleader action, deposit the funds held with the court clerk and allow the court to disburse said funds. (In an interpleader action, costs and attorney's fees incurred by the Settlement Agent in bringing the action may be deducted from the amount deposited with the court clerk.); or • Escheat dormant funds pursuant to State Law. • If no written objection to cancellation is delivered to Settlement Agent by a Party within 10 days after notice is given,terminate the transaction. • If no action is taken on this transaction within 6 months after the closing date specified in the settlement instructions, terminate the transaction. Upon termination of the transaction, Settlement Agent shall deduct all fees, charges and reimbursements due, and return all documents. The remaining funds held in escrow will be remitted either to the Parties who deposited funds or pursuant to the unilateral instructions received and not objected to. Notwithstanding the foregoing, upon receipt of notice of cancellation by a seller in a transaction subject to the Home Equity Sales Contract laud (CC §1695 et seq.), Settlement Agent shall have the right to unilaterally cancel the escrow and may return all documents and funds without consent by or notice to the Buyer. State Withholding &Reporting: In accordance with Section 18662 of the Revenue and Taxation Code (R&TC), a buyer may be required to withhold an amount equal to 3 1/3% (.0333) of the sale price, or an optional gain on sale withholding amount certified by the seller in the case of a disposition of California real property interest by either: 1. A seller who is an individual, trust, estate, or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of the sellers. 2. A corporate seller that has no permanent place of business in California immediately after the transfer of title to the California property. The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars ($500). ©First American Financial Corporation.All Rights Reserved. NYSE; FAF Page 9 of 12 First American Title Company File No.:OSA-7376481(NP) However, notwithstanding any other provision included in the California statutes referenced above, no buyer will be required to withhold any amount or be subject to penalty for failure to withhold if any of the following applies: 3. The sale price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000). 4. The seller executes a written certificate under the penalty of perjury certifying that the seller is a corporation with a permanent place of business in California. S, The seller, who is an individual, trust, estate, or a corporation without a permanent place of business in California, executes a written certificate under the penalty of perjury of any of the following: (a) The California real property being conveyed is the seller's or decedent's principal residence (within the meaning of Section 121 of the Internal Revenue Code (IRC)). (b) The last use of the property being conveyed was by the transferor as the transferor's principal residence (within the meaning of IRC Section 121). (c) The California real property being conveyed is, or will be, exchanged for property of like kind (within the meaning of IRC Section 1031), but only to the extent of the amount of gain not required to be recognized for California income tax purposes under IRC Section 1031. (d) The California real property has been compulsorily or involuntarily converted (within the meaning of IRC Section 1033)and the seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California income tax purposes under IRC Section 1033. (e) The California real property transaction will result in a loss or net gain not required to be recognized for California income tax purposes. The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement. Contact FTB: For additional information regarding California withholding or for the Alternative Withholding, contact the Franchise Tax Board at (toll free) 888-792-4900), by e-mail WSCS.GEN@ftb.ca.gov; or visit their website at www.ftb.ca,gov. ©First,Amercan Financial Corporation.All Rights Rese ved. NYSE: FAF Page 10 of 12 First American Title Company File No.:OSA-7376481(NP) Buyer(s): THRIVE Santa Ana, Inc, a California Non-Profit Public Benefit Corporation By: Name: Apolonio Cortez Title: Board Secretary Please indicate your forwarding address and phone number: Home Phone: Cell Phone: Work Phone: Email Address: Seller(s): City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ATTEST 71 By: ..nni r al ame: Alvaro NU ez C:i r r Title: City Manager ©First American Financial Corporation.All Rights Reserved, NYSE: FAF Page 11 of 12 First American Title Company File No..OSA-7376481(NP) Please indicate your forwarding address and phone number: City of Santa Ana c/o Michael Garcia 20 Civic Center Plaza M-25, Santa Ana, CA 92701 Home Phone: (714) 647-5200 Cell Phone: Work Phone: Email Address: mgarcial5@santa-ana.org IcTst American Financial Corporation.All P.ghts Reserved.NYSE; FaF Page 12 of 12 AFFIDAVIT OF NO MORTGAGE OR DEED OF TRUST State of California } )ss County of Orange ) Alvaro Nunez and N/A is/are of legal age, being first duly sworn, depose(s) and state(s) under penalty of perjury under the laws of the State of California. 1. That to my/our personal knowledge there are NO encumbrances in the form of a Mortgage or Deed of Trust against that certain real property as described in that certain Commitment for Title Insurance/Preliminary Report No. OSA-7376481 dated as of February 13, 2626 ("Commitment/Report") issued by or on behalf of First American Title Company ("First American Title Company"), except (check and, if applicable, fill-in all that apply): ❑ Deed of Trust or Mortgage in the approximate amount of $ in favor of ❑ Deed of Trust or Mortgage in the approximate amount of $ in favor of nl None 2. This Affidavit is given for the purpose of inducing First American Title Company and its agents to issue policy(ies) of title insurance which may provide coverage with respect to all matters set forth herein. If First American Title Company elects, in its discretion, to (a)accept this Affidavit, and (b) issue title insurance policy(ies) to third parties, First American Title Company will do so in material reliance on this Affidavit and the representation and covenants in this Affidavit. 3. The undersigned acknowledges that he/she has read this Affidavit, that all the statements made in this Affidavit are true and correct of his/her own actual knowledge, and fully understands the legal aspects of any misrepresentations or untrue statements made in this Affidavit.The undersigned covenants and agrees to defend, indemnify, and hold First American Title Company harmless from and against any and all claims, actions, suits (including arbitration), liabilities, losses, damages, costs, charges, attorney's fees and other expenses of every nature and character as a result of its reliance on this Affidavit. AFFIDAVIT OF NO MORTGAGE OR DEED OF TRUST- Continued Executed on March 12 12026 , at Santa Ana CA (City) (State) y � Atte AI aro Nunez ennife L. all, ity Clerk A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA )SS COUNTY OF } Subscribed and sworn to (or affirmed) before me on this day of , 20 , by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. (Seal) Signature 2 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California 1 County of Q r J} On March DO , W2(Q before me, bU lrl -UgOImNDinblk. Date ere Insert Name and Title of A Officer personally appeared f) NaM lry,'2 Nome(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing EYELYN IBARRA paragraph is true and correct. Notary Dubuc-California { orange county WITNESS my hand and official seal. Commission#2489063 Comm,Fxp Y fires May 3,2028 Signature Place Notary Seal and/or Stamp Above S a 2 of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer— Title(s): Li Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: ©2019 National Notary Association OWNER'S AFFIDAVIT STATE OF California } COUNTY OF Orange } ss , individually and, if applicable, as the on behalf of City of Santa Ana (company name of the Property as defined below) ("Declarant") is of legal age, being first duly sworn, deposes and states under penalty of perjury under the laws of the State of . 1. That certain real property (the "Property") as described in that certain Commitment for Title Insurance/Preliminary Report No. OSA-7376481 dated as of ("Commitment/Report") issued by or on behalf of First American Title Company("First American Title Company") is improved by the following (check all that apply): ❑ Single family residences ❑ One-to-four family residences ❑ Apartment building ❑ Office building ❑ Commercial building ❑ Combination office/commercial building ❑ Industrial building ❑ Vacant Land f] Other: Commercial/agricultural 2. WORK OF IMPROVEMENT: Pfease respond to A, 8 and C below: A. For the period of 90-days prior to the date of this Affidavit, no repairs or work of improvement has been conducted on, nor any materials supplied to, the Property except as follows: None (Enter"None" if such is true.) If you have described any work of improvement above, please complete the following: ❑ Started on , 20_��__ ❑ Completed on 20 ❑ Will be completed on , 20 Page 1 B. Cessation of Labor(Please place an "X" by 1 or 2 below): ❑ 1. There has been a cessation of labor where a work of improvement was discontinued before completion within 150 days of the date of this Affidavit. PLEASE DESCRIBE THE NATURE OF THE WORK THAT WAS DISCONTINUED: NIA Date that the work of improvement was discontinued: 20 ❑ 2. There has not been a cessation of labor where a work of improvement was discontinued before completion within 150 days of the date of this Affidavit. C. There are no unpaid bills for labor or material because of any improvements made to the Property except: _None (Enter"None" if such is true.) 3. No one is in possession of, or has any right to possession of, the Property except: ❑ Declarant as owner. ❑ Tenants based only on month-to-month rental agreements. ❑ Tenants based upon existing leases as listed on the Rent Roll attached hereto as Exhibit A and Incorporated herein by reference. © Other: THRIVE Santa Ana,Inc. 4. No person(s) or entities, have (i) any options to purchase or rights of first refusal, including but not limited to lessees under any leases referred to in Paragraph 3 above, and/or(11) easements, licenses,agreements or other rights allowing them to use, encroach on, or access to the Property except(i)as shown in the Commitment/Report, and (ii) None (Enter"None" if such is true.) 5. Those certain lease(s) shown as exception number(s) in the Commitment/Report have either: (a) expired by their own terms, or(b) if they have not expired, the lessee(s) have vacated the Property and Declarant has been notified of the vacation of the Property either by correspondence from the lessee or by physical inspection of the Property. 6. To the best of Declarant's knowledge, there are no unrecorded real property taxes or assessments against the Property. The undersigned is not aware of any release reports of commitment statements which have been issued under California Civil Code 850, et seq. 7. This Affidavit is given for the purpose of inducing First American Title Company and its agents to issue policy(ies) of title insurance which may provide coverage with respect to all matters set forth herein. If First Page 2 American Title Company elects, in its discretion, to (a) accept this Affidavit, and (b) issue title insurance policy(ies) to third parties, First American Title Company will do so in material reliance on this Affidavit and the representation and covenants in this Affidavit. 8. Declarant acknowledges that he/she has read this Affidavit, that all the statements made in this Affidavit are true and correct of his/her own actual knowledge, and fully understands the legal aspects of any misrepresentations or untrue statements made in this Affidavit. Declarant, both personally and on behalf of Owner, covenants and agrees to defend, indemnify, and hold First American Title Company harmless from and against any and all claims, actions, suits (including arbitration), liabilities, losses, damages, costs, charges, attorney's fees and other expenses of every nature and character as a result of its reliance on this Affidavit. Executed on March 12 , 2026 , atSanta Ana , CA (City) (State) "Declarant" Individually (must be signed individually): On Behalf of Owner: City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California By: ame: Alvaro Nulez Title: City Manager ATTEST, Page 3 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 FtoA noarypublic or other officer completing this certificate verifies only the identity of the individual who signed the document which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of On Mary 2(D before me, WQ r I 0Var 1 Public Date Here Insert Name and Title of the &ficer personally appeared R 1 my N \0,2 Narne(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. certify under PENALTY OF PERJURY under the EVELYN#BARRA laws of the State of California that the foregoing 40my Notary Public-California paragraph is true and correct. Orange County Commission#2489063WITNESS m hand and official seal. Comm.Expires May 3,Z028 y Signature Place Notary Seal andlor Stomp Above Sr na re of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer —Title(s): ❑ Corporate Officer — Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: ©2019 National Notary Association A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA )SS COUNTY OF Subscribed and sworn to (or affirmed) before me on this day of , 20 , by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. (Seal) Signature Page 4 EXHIBIT A RENT ROLL Page 5 First American Title Company 4 4 First American Way First ArF erican Title�e Santa Ana,CA 9271a7 (714)250-3000 f, ! Fax-(714)824-4842 To: First American Title Company, Escrow Holder Date: February 24, 2026 Nancy Perez, Escrow Officer File No.: OSA-7376481 (NP) Re: 1901 W Walnut St, Santa Ana, CA 92703 RENTAL STATEMENT In order that rents for the property I am conveying may be correctly prorated, I hereby state that the Security Deposits and Rentals,as to amounts and dates to which they are paid, are as follows: Apt. Monthly Date Paid Date Security Key Pet Last No. Tenant's Name Rent From Paid To Deposit Deposit Month's Rent held by Seller 1 Not Applicable 2 3 4 5 6 7 8 9 10 Attach additional pages if needed Reproduced by First American Title Insurance 3/2001 Page 1 of 2 First American Title Company Date: February 24,2026 File ND.: 05A-7376481(NP} Unless prior to date of recording I have notified you in writing of some change in tenancy, you are to consider that I will collect, or have collected, all rents which fall due according to the foregoing statement prior to date of recording,and you will make the prorations of rent accordingly. You will also pay to the purchaser the above security deposit(if any), charging my account. City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ATTEST. By: '� Name: Alvaro Nu?rez "nnifer all '47 - ; Title: City Manager Gi,V Clerl The above information is hereby approved and accepted. THRIVE Santa Ana, Inc, a California Non-Profit Public Benefit Corporation By: Name: Apolonio Cortez Title: Board Secretary Page 2 of 2 u,. First American Title Company +' i* 4 First American Way �w Santa Ana,CA 42707 First American Title (714)250-3000 1., 4a--- Fax: (714)824-4842 RE: 1901 W Walnut St, Santa Ana, CA 92703 ("Property") File No.; OSA-7376481 PROCEEDS/FUNDS DISBURSEMENT NOTICES IMPORTANT: Confirm wire or ACH details with your bank before completing this form. Modified or amended disbursement instructions must be signed by the parties at an office of First American Title Company. Proof of identity will be required. IMPORTANT,Disbursement instructions signed outside of the United States must be notarized. If you are outside of the United States, this document must be signed in the presence of a notary public, take it with you to the American Consulate or Embassy when you sign the legal documents that must be notarized. It can also be completed during a Remote Online Notarization (RON) session. Contact our office if you would like to arrange for a RON. Funds must be disbursed to the record owner. It is the payee's responsibility to verify the receiving account is eligible to receive electronic funds transfers and whether there are charges imposed by the financial institution to receive the transfer. When funds are wired to a bank outside the United States, First American Title Company shall not be responsible or liable for any loss or expense incurred as a result of currency exchange rates, delays in availability of funds, or delays due to the U.S. bank or foreign bank requiring additional information. First American Title Company shall have no liability or responsibility after properly initiating the outgoing wire transfer. For best results on an outgoing international wire transfer, the international bank should provide written wire instructions that include their preferred domestic (US) financial institution to facilitate the wire. Page 1 of 5 First American Title Company i 4 First American way ` Iw�+ � rep Santa Ana,CA 92707 Fi S1rAme17CaF2 de (714)250-3000 ` � T Fax: (714)824-4842 RE: 1901 W Walnut St, Santa Ana, CA 92703 ("Property") File No.: OSA-7376481 PROCEEDS/FUNDS DISBURSEMENT INSTRUCTIONS The undersigned directs that the proceeds/funds due will be disbursed in the following manner: PAPER CHECK ❑ Hold for pick up at the above office (ID will be required) ❑ Delivery ❑ via Overnight (cannot be a PO Box) OR ❑ via regular mail Address: ❑ Other: ELECTRONIC TRANSFER ❑ Transfer to another First American Title Company transaction First American Title Company office location: File # Amount: $ ❑ Transfer to another title company (attach instructions from other title company) Title Company Name: File # Amount: $ Funds must be used for the benefit of payee. By signing below, authorization is given to provide the final settlement statement to the office handling other transaction. Attach instructions of receiving financial institution or fill in below. With cyber fraud increasing, we suggest you mail, use an overnight service or hand-deliver any items containing banking or other private information. Do not send via email. Missing or inaccurate information may cause the transfer to be delayed. ❑ Sent via AiCH transfer(Receiving account must be in the payees name) (May take 24 hours or more to post to your account.) (State regulations do not allow forACH disbursements in AK and TX.) Type of Account - Choose one (required): Select one: ❑ Personal Checking OR ❑ Business Checking Select one: ❑ Personal Savings OR ❑ Business Savings ki Sent via Wire transfer(Receiving account must be In payees name) (Receiving financial institutions may impose a charge to the recipient upon receipt.) Settlement agent is permitted to change ABA/Federal routing number after confirming with the financial institution listed below. JPMorgan Chase & Co NA 322271627 Financial Institution Name ABA No. (Federal Routing No.) cbecksand deposit slips do not contain wire ABA/federal routing numbers;contact your bank for wire instructions. City of Santa Ana 935309500 Name exactly as it appears on your Account Account No. Page 2 of 5 Any further instructions: see attached instructions Enter beneficiary address associated with this bank account: ACH Disbursement Acknowledgement(only applies if ACH is selected): I (we) hereby authorize First American Title Company, hereafter called COMPANY, to initiate credit entries to my account (and if necessary, electronically debit my account to correct erroneous credits) as indicated at the depository financial institution named below, hereafter called DEPOSITORY. I (we) acknowledge that the origination of ACH transactions to my (our) account must comply with applicable law. I (we) understand that this authorization will remain in full force and effect until I (we) notify COMPANY in writing that I (we) wish to revoke this authorization. I (we) understand that COMPANY requires at least 15 days prior notice in order to cancel this authorization. I certify that I am an authorized signer for the account indicated above and that I have the authority to authorize this/these transactions. I have certified that the above bank account is enabled for ACH transactions and agree to reimburse First American Title Company for all penalties and fees incurred as a result of my bank rejecting ACH credits or debits as a result of the account not being properly configured for ACH transactions. Both parties agree to be bound by NACHA Operating Rules as they pertain to this transaction. I acknowledge that the origination of ACH transactions to my account must comply with the provisions of U.S. law. I agree not to dispute this transaction with my bank provided the transaction corresponds to the terms indicated in this authorization form. MUST SIGN BELOW TO AUTHORIZE DISBURSEMENTS AS SELECTED ABOVE. BEST PHONE NUMBER IS REQUIRED. IMPORTANT:This form must be completed and signed in the presence of a Notary Public if signed outside the United States. The Notary Public must attach the correct acknowledgment form. The undersigned hereby consents to First American Title Company to verify the bank account information provided herein. Date: March 12, 2026 City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ATTEST: By:-" Za'1' Name: Alvaro Nunez aip�� Title: City Manager Page 3 of 5 Best Phone No; (714) 647-5200 Forwarding Address: City of Santa Ana 20 Civic Center Plaza M-25, Santa Ana, CA 92701 Page 4 of 5 Mi •M rw,. w C+ First A17 efican Titlezm ATTENTION ALL NON -INDIVIDUAL DINNERS NOTE: Be advised that First American Title Company does not disburse proceeds to anyone other than the fee title owner (or borrower). This includes Trusts and LLCs, in addition to estates, corporations, partnerships or other business entities. In some cases, there may be some exceptions for certain revocable trusts or a disregarded entity LLC. Contact your First American Title Company Team if you believe your entity qualifies as an exception. Please make arrangements with your financial institution to set up the appropriate account in the name of the entity well ahead of the anticipated closing date to avoid a delay in your closing. Page 5 of 5 CHASE �j Wire Instructions; Beneficiary Bank: JPMorgan Chase & Co., N.A. 270 Park Avenue New York, NY 10017 USA Swift Code: CHASUS33 Routing Number: 021000021 (default) or 322271627 (local) ACH: 322271627 Customer Name: City of Santa Ana Account Number: 935309500 (General Account) First American Title Company 4 First American Way First Amer ica, ride Santa Ana,CA 92707 W_ 44'�-e l� l" !I ! Fax )(71g4)804 4842 DISREGARD IF PREVIOUSLY COMPLETED AND RETURNED Property Address: 1901 W Walnut St,_Santa Ana, CA 92703 File No: OSA-7376481 Date: February 24, 2026 SELLER INFORMATION REQUEST (Include any secured Equity/Credit lines&other information; attach additional pages if necessary) PLEASE COMPLETE, SIGN AND RETURN AS SOON AS POSSIBLE The return of this information is required before we can process your transaction Existing FrRsTLender. NotApplicable Address (if Private Party): City, State, Zip: Loan No: Phone No: Approximate balance: Existing SECOND Lender or Equity/Credit Line: Address (if Private Party): City, State, Zip: Loan No: Phone No: Approximate balance: MasterAssociation: Management Co. Name, _ Phone No: Monthly Dues $ Second Association: Management Co. Name: Phone No: Monthly Dues $ Other(ie Solar Co. Name) Contract Service No.: Phone No: Other(Utility Co. or Water Stock Co.) Do you have Water Stock Certificate?Yes No Phone No: Are you participating in a tax-deferred exchange or closing another transaction simultaneously? Yes No x . If so, please provide the following information: Escrow/Exchange Co. Name; Contact: Ref/File No: Phone No: Email: Page 1 of 2 Property Address: 1901 W Walnut St, Santa Ana, CA 92703 File No: OSA-7376481 Date: February 24, 2026 To lender: you are authorized to forward a payoff statement to First American Title Company , "Settlement Agent"or First American Title Insurance Company. Settlement Agent is either a direct operation or a wholly owned subsidiary of First American Title Insurance Company. We authorize First American Title Insurance Company or Settlement Agent to discuss our account with you in order to facilitate this payoff. If this loan is a line of credit, we authorize you to freeze the credit line upon receipt of this signed authorization. We agree that no further advances, drafts, checks, or credit card charges will be made against the credit line either: a) Increasing the balance due over what is shown as of this date, or b) Occurring after the date of close of escrow If our transaction cancels, we will notify you of our intent to leave the account open. For line of credit loans, an executed Instruction and Authorization to Close Line of Credit Account and issue a Release will be sent at closing when payoff is made. For loans in Forbearance, include all amounts due pursuant to the forbearance or payment relief agreement. The payoff statement must specifically identify the amount of deferred principal, interest, and fees accrued during the forbearance period. If the request for payoff is made electronically, First American Title Company is hereby authorized and instructed to accept on behalf of the undersigned consent clauses, privacy policies or any other agreements required or requested by you which may be necessary to obtain payment information. Date: March 12, 02 Date: Signature: Signature: Print Name: Alvaro Nunez, C Man ger Print Name: SSN or TIN: PEIN: 95-6000785 SSN or TIN: Government Entity Are you a U.S. Citizen? Yes x No_ Are you a U.S. Citizen? Yes_ No If No, are you a Resident Alien? Yes_ No_ If No, are you a Resident Alien? Yes No If you are a Non-Resident Alien, please call your Escrow Officer Best Phone No. _(714) 647-5200 Best Phone No. ❑ Home ❑ Cell © Business ❑ Home ❑ Cell ❑ Business Date of Birth: Government Entity Date of Birth: Email:anunez@santa-ana.org Email: Current Mailing address: Current Mailing address: ❑ property address or complete below if other: ❑ property address or complete below if other: City of Santa Ana, 20 Civic Center Plaza M-25, Santa Ana, CA 92701 ATTESP :.:;;nnifer Cle Page 2 of 2 SELLER'S CERTIFICATION AS TO FOREIGN OR NON-FOREIGN STATUS UNDER FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA") (26 U.S.C. 1445) File No:OSA-7376481 Property: 1901 W Walnut St, Santa Ana, CA 92703 For purposes of this form the following definitions apply: 1. Seller—the entity(ies) that holds the legal title to a U.S. real property interest under local law. 2. Transferor—the entity(ies) that is/are the party(ies) treated as the transferor(s) under IRC Section 1445. The Seller may or may not be deemed to be the Transferor for purposes of withholding under FIRPTA. The transferor is considered the taxpayer. All items in this form must be completed by each Transferor. All Transferors must have a U.S. taxpayer identification number(TIN) even if they CANNOT provide this certification . If they cannot provide this certification,then FIRPTA withholding must be done. Note: Having a U.S.TIN is not an indication that the Seller/Transferor is a domestic entity. Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor is foreign. To inform the transferee whether withholding of tax is required upon my disposition of a U.S. real property interest, the undersigned hereby certifies the following: For U.S. tax purposes, where the Seller of the real property is a disregarded entity (for example, an LLC or Trust which does not have its own TIN but files tax returns under the TIN of the sole owner), the owner of the disregarded entity will be the Transferor of the property and not the disregarded entity. L Seller IS ( ) IS NOT ( X ) a disregarded entity as defined in Section 1.1445-2(b)(2)(iii); 2. If Seller IS a disregarded entity, its sole owner is (insert name) and is the"Transferor". 1 Seller/Transferor IS ( ) IS NOT ( X } a foreign person, foreign corporation, foreign LLC, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations). A resident alien is considered a U.S. Person. (If you are a foreign person or entity, withholding will be done unless another exemption applies); 4. Transferor's (Taxpayer) U.S. TIN is 95-6000785 5. Transferor's (Taxpayer) address is City of Santa Ana, 20 Civic Center Plaza M-25, Santa Ana, CA 92701 Seller/Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee or Qualified Substitute and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have completed this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Transferor. Transfer r: mt Name AlvaNunez March 12, 2026 ct.:. Date Sign here Alvaro Nunez, City Manager Print Name of Authorized Signer(and capacity for entity if applicable) /ATTEST, :nnifer If r r First American Title Company 4 First American Way yr stAmer can Twe,,A (714)250-3000 Santa Ana,CA 92707 Fax-(714)824-4842 AMENDED/SUPPLEMENTAL ESCROW INSTRUCTIONS To: First American Title Company March 24, 2026 File No: OSA-7376481 (NP) Re: 1901 W Walnut St, Santa Ana, CA 92703 The above referenced escrow is hereby modified in the following particulars only: NHD Report: The buyer and seller do hereby waive the NHD Report for this transaction. ALL OTHER TERMS AND CONDITIONS OF THIS ESCROW WILL REMAIN THE SAME. City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California By: ^— ame: Alvaro Nunez L Title: City Manager wi ,clerk THRIVE Santa Ana, Inc, a California Non-Profit Public Benefit Corporation By: Name: Apolonio Cortez Title: Board Secretary Page 1 of 1 First American Title Company 'ti. . 4 First American Way - ru Santa Ana,CA 92707 F1rstAmeimw ride (714)2SO-3000 `y ! Fax: (714)824-4842 February 24, 2026 RE: File No.: OSA-7376481 Property: 1901 W Walnut St Santa Ana, CA 92703 Seller: City of Santa Ana Business Entity Tax Reporting Information Form This form must be completed in full by the seller The following information is required for tax reporting purposes. Please complete: • The Seller Name listed above is correct: KI Yes ❑No If No, the correct legal name of the seller is: N/A Do not leave blank. If not applicable, write N/A • The taxpayer name we will file our tax return related to this property is: City of Santa Ana Do not leave blank. Government • Type of Business Entity: ❑Corporation ❑LLC ❑Partnership ❑Trust ❑Sale Proprietor • This is a domestic Business Entity formed in the State of: California Do not leave blank. If not applicable, write N/A OR • This is a foreign Business Entity formed in the Country of: Do not leave blank. If not applicable, write N/A • The Business Entity has a U.S. EIN (Employer Identification Number): JO Yes ❑No If yes, provide EIN: 95-6000785 • If an LLC, the LLC is a disregarded entity for U.S. tax reporting purposes: ❑Yes* ❑No *Complete the below information if the Business Entity is a disregarded entity LLC MEMBER ONE NAME: N/A Do not leave blank. If not applicable, write N/A Is a Foreign Person ❑Yes X7 No US SSN or TIN (insert "None" if N/A): N/A MEMBER TWO NAME: N/A Do not leave blank. If not applicable, write N/A First American Title Company File No,:OSA-7376481(NP) Is a Foreign Person El Yes t No US SSN or TIN (insert"None" if N/A): NIA Dated: March 12, 2026 City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ATTEST, By: `� 7/un Name: Alvaro Nu?fez 'nnif L Hall Title: City Manager CA".1!CI „ r i First American Title Company 4 First American Way First 1 American ,q merican Title Santa Ana, 92707 (714)250-3000 44PK Fax: (714)824-4842 To: First American Title Company File No.: OSA-7376481 Give form to Nancy Perez, Escrow Officer Date: February 24, 2026 requester, Do not Property: 1901 W Walnut St,Santa Ana, CA 92703 Seller: City of Santa Ana send to the IRS. INFORMATION REQUEST FORM-For IRS 1099-S Reporting For Real Estate Transactions Name(as shown on your income tax return) City of Santa Ana _h Business name/disregarded entity name,if different from above o Check appropriate box: ❑ Individual/Sole proprietor ❑ Corporation(exempt from 1099-S reporting [] Partnership ❑ Trust/estate a, c ® Limited liability company. For L-C,enter the tax classification(D=disregarded entity,C=corporation,S=S Corporation,P=Partnership ► � © Other(i.e.Bankrupts, etc.—see instructions)► Government `o Forwarding Street Address(your address after closing) Percentage Ow ed r* 20 Civic Center Plaza M-25 ® 100% 0 other: % City,State,and Zip code Number of sellers including you Santa Ana, CA 92701 1 K-7 MEN Tax—payer Identification Number TIN Enter your taxpayer identification number(TIN'7 in the appropriate box.The TIN provided must match the name Social security number given on Line 1 to avoid the imposition,under the Internal Revenue Code,of civil or criminal penalties for failing to furnish a correct TIN and to insure the TIN passes the IRS's Name/TIN matching software's TIN matching process which we utilize.For individuals,this is your social security number(SSN). However for a resident alien,sole or proprietor,or disregarded entity,see"Specific Instructions”below. For other entities,it is your employer Employer identification number identification number(EIN). Note:If multiple sellers are involved,see"General Instructions"below. 95 6000785 Certification of U.S Person-**IMPORTANT**SIGN HERE IF YOU ARE A U.S.PERSON Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identifica' n number(or I am waiting for a number to be issued to me),and 2. I am a U.S.citizen or other U.S.persiOn fined below). Sign Here March 12 U.S.person► �- "� , Date► , 2026 Certification of Foreign Person-**IMPORTANT**SIGN H RE IF YOU ARE FOREIGN SIGN ABOVE IF YOU ARE A U.S.PERSON Under penalties of perjury,I certify that: 1. The number shown on this Form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and 2. I am a Foreign Person defined below). Sign Here Foreign person ► Date ► GENERAL INSTRUCTIONS taxpayer identification number("TIN'),you may be subject to civil or criminal Section references are to the Internal Revenue Code unless otherwise noted. penalties imposed by law. If we disclose or use your TIN in violation of federal law,we Purpose of Form may be subject to civil or criminal penalties imposed by law. A person who is required to file an information return on real estate with the Multiple Sellers IRS must obtain your correct taxpayer identification number(TIN)which may Each seller must complete a separate Form. Spouses who hold title as be your social security number(SSN),individual taxpayer number(TIN), tenants in common,joint tenants,tenants by the entirety,or community property will be adoptive taxpayer identification number(ATIN)or employer identification treated as a single seller unless we are instructed otherwise. number(EIN) SPECIFIC INSTRUCTIONS Definition ofa U.S.Person. For federal tax purposes,you are considered Please review chart"What Name and Number to Give"on page 2. a U.S.person if you are; Individuals You must generally enter the name shown on your income tax return. • An individual who is a U.S.citizen or U.S.resident alien, However,if you have changed your last name,for instance,due to marriage without • A partnership,corporation,company,or association Stetted or organized informing the Social Security Administration of the name change,enter your first name, n the United States or under the laws of the United States, the last name shown on your social security card,and your new last name. • An estate{other than a foreign estate),or If more than one name is listed,list first,and then circle,the name of the person or • A domestic trust(as defined in Regulations section 301.7701-7). entity whose number you entered in Part I of the Form. A foreign Defieii foreign person includes ofa Fardes Person.a nonresident alien individual,foreign corporation, Note.ITIN Applicant:Enter your individual name as it was entered on your form foreign partnership,foreign trust,foreign estate,and any other person that is W-7 application,line Ia.This should also be the same as the name you entered on the not a U.S.person.It also includes a foreign branch of a U.S.financial Form 1040/1040A/1040EZ you filed with your application. institution if the foreign branch is a qualified intermediary.In most cases,the Limited laAflity company(LLCM Check the"Limited liability company"box only and U.S.branch of a foreign corporation or partnership is treated as a foreign enter the appropriate code For the tax classification("D"for disregarded entity,"C'for person. corporation,"P"for partnership)in the space provided and follow the instructions on the Requirement to Furnish TIN&Penalties for Failure next page. You are required by law to provide us with your Correct taxpayer identification number.'TIN' If you do not provide us with our correct (5peciffclnstructionsContinuedon Next Page) For Escrow Use On —Additional File Information [ ]Change No,of 1099-S Forms Is Name/Entity Party a'Non-Record'Seller?[ ] Is Property part of an Exchange? [ ]Void required for this file? [ ]YES Delete Type is: H or Individual Trust/Business NO For Escrow Use Only—Require for 1099-S Data Entry Only No entry in FAST) [ ]Add Contract Sales Price Buyer's Part of Real estate Tax Actual Settlement Date [ ]Change $ $ Delete First American Title Company ;�• . 4 First American Way First Ames scan Ti tle:*+ Santa Ana, 0 92707 Fax: (714)824 4842 INFORMATION REQUEST FORM—For IRS 1099-S Reporting Continued Specific Instructions(Continued) Card,"from the local Social Security Administration office,or online at www.ssa.aov Limited/iabAity com—mnvlLLC)(Continued) or by calling 1-800-772-1213. Use form W-7,"Application for IRS Individual For a single-member LLC(including a foreign LLC with a domestic owner)that is Taxpayer Identification Number",to apply for an ITIN, disregarded as an entity separate from its owner under Regulations section or Form SS-4,"Application for Employer Identification Number,"to apply for an 2301.7701-3,enter the owner's name on the"Name"line. Enter the LLC's name EIN. You can apply for an EIN online by accessing the IRS website at on the"Business name/disregarded entity name"line. www.irsaov/businesses and clicking on Employer Identification Number(EIN) For an LLC classified as a partnership or a corporation,enter the LLC's name under"Starting a Business." You can get Forms W-7 and SS-4 from the IRS by on the"Name"line and enter"same"on the"Business name/disregarded entity visiting wwwirs.ogv or by calling 1-800-TAX-FORM(1-800-829-3676. name"line. Riau are asked to complete this Information Renuest Form but do not have a TIN, Other entities, Enter the name as shown on required federal tax documents on write"Applied For"in the space for the TIN,sign and date the form and dive it to the"Name"line. This name should match the agreement,charter,order,or other document creating the entity. Note. Entering"Applied For"means that you have already applied for a TIN or Soienronrietor. Enter your individual name as shown on your that you intend to apply for one soon. Note:A TIN is required if withholding is required under FIRPTA. 1040/2040A/1040E2 on the"Name"line.you may enter your business,trade,or Caution: A disregarded domestic entity that has a foreign owner must use the "doing business"(DBA)name on the Business name/disregarded entity name line. appropriate Form W-8. Note: Check the appropriate box for your status(Individual/Sole Proprietor, Part II.Certification Corporation,etc.) To establish to us that you are a U.S.person,or resident alien,sign this form. For Part I. Taxpayer Identification Number(TIN) property owned by spouses as tenants in common,joint tenants,tenants by the Enter your TIN in the appropriate box. If you are a resident alien and you do entirety,or community property,only the spouse whose TIN is shown first on the not have and are not eligible to get an SSN,your TIN is your IRS individual Name line or is circled should sign. taxpayer identification number(ITIN). Enter it in the social security number box. Signature requirements:You must sign the certification. If you do not have an ITIN,see"How to get a TIN"below. If you are a single-member LLC that is disregarded as an entity separate from its owner(see"Limited liability company(LLC)"on page 1),enter the owner's SSN (or EIN,if you have one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership,enter the entity's EIN. Note: See the chart below for further clarification of name and TIN combinations. Wow to get a TIN. If you do not have a TIN,apply for one immediately. To apply for a SSN et Form SS-5 "Apelication for a Social Security What Name and Number to Give For this ape of Owner: Give Name and Social Security Number SSN of: 1.Individual The individual 2. Spouses(who hold title as tenants in common,joint tenants,tenants by the Show both spouses,with the name of the spouse whose SSN is used shown first entirety,or community property) and circled' 3.Custodian account of a minor(Uniform Gift to Minors Act) The minor' 4.a. The usual revocable savings trust(grantor is also trustee) The grantor-trustee' b. So-called trust account that is not a legal or valid trust under state law The actual owner' 5.Sole proprietorship or disregarded entity owned by an individual. The owner3 6.Disregarded entity or Sole proprietorship owned by an individual The owner' For this Type of Owner: Give Name and Employer Identification Number(EIN)of: 7. Disregarded entity not owned by an individual The owner 8. A valid trust,estate,or pension trust Legal entity' 9. Corporate or LLC electing corporate status on Form 8832 The corporation or LLC electing corporate status 10. Association,dub,religious,charitable,educational,or other tax- exempt The organization organization 11.Partnership or multi-member LLC The partnership or multi-member LLC 12.A broker or registered nominee The broker or nominee 13.Account with the Department of Agriculture in the name of a public entity(such The public entity as a state or local government,school district,or prison)that receives agricultural program payments The trust 14.Grantor trust Filing under the Form 1041 Filing Method or the Optional Form 1099 filing Method 2 See Regulations section 1.671-4 b 2 i B 'List first and circle the name of the person whose number you furnish. If only one person has an SSN,that person's number must be furnished. 'Circle the minor's name and furnish the minor's SSN. 'You must show your individual name and you may also enter your business or"DBA"name on the"Business name/disregarded entity name"line. You may use either your SSN or EIN(if you have one),but the IRS encourages you to use your SSN. 'List first and circle the name of the trust,estate,or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Note: If no name is circled when more than one name is listed,the number will be considered to be that of the first name listed. Form Request for Taxpayer Give form to the (Rev.March 2024) Identification Number and Certification requester. Do not Department of the Treasury Go to www.irs.gov/FormW9 for instructions and the latest information. send to the IRS. Internal Revenue Service Before you begin.For guidance related to the purpose of Form W-9,see Purpose of Form,below. 1 Name of entityrndividual.An entry is required.(For a sole proprietor or disregarded entity,enter the owner's name online 1,and enter the business/disregarded entity's name on line 2.) CITY OF SANTA ANA 2 Business name/disregarded entity name,if different from above. 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1.Check 4 Exemptions(codes apply only to only one of the following seven boxes. certain entities,not individuals; CL see instructions on page 3): c ❑ Individual/sole proprietor ❑ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate 0 C ❑ LLC.Enter the tax classification(C=C corporation,S-S corporation,P-Partnership) . . . . Exempt payee code(if any) 3 R° Note:Check the"LLC"box above and,in the entry space,enter the appropriate code(C,S,or P)for the tax tiu classification of the LLC,unless it is a disregarded entity.A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax o box for the tax classification of Its owner. Compliance Act(FATCA)reporting ❑✓ Other(see instructions) GOVERNMENTAL UNIT code(if any) L -+ a 91 3b If on line 3a you checked"Partnership"or"Trust/estate,"or checked°LLC"and entered"P"as its tax classification, v (Applies to accounts maintained m and you are providing this form to a partnership,trust,or estate in which you have an ownership interest,check outside the United States. this box if you have any foreign partners,owners,or beneficiaries.See instructions . . . . . . . . . ❑ ) cn 5 Address(number,street,and apt.or suite no.).See instructions. Requester's name and address(optionan 20 CIVIC CENTER PLAZA,M-13 PO BOX 1964 B City,state,and ZIP code SANTA ANA,CA 92702 7 List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals,this is generally your social security number(SSN). However,for a _ IE - LLH� resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number(Ell If you do not have a number,see How to get a or TIN,later. Employer identification number Note:If the account is in more than one name,see the instructions for line 1.See also What Name and Number To Clive the Requester for guidelines on whose number to enter. 9 5 - 1 6 1 0 0 0 T78F5 — Certification Under penalties of perjury, I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and,generally,payments other than interest and dividends,y u are not re fired to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign Signature of Here U.S.person Date 01/27/2026 General Instructions New line 3b has been added to this form.A flow-through entity is required to complete this line to indicate that it has direct or indirect Section references are to the Internal Revenue Code unless otherwise foreign partners,owners,or beneficiaries when it provides the Form W-9 noted. to another flow-through entity in which it has an ownership interest.This Future developments.For the latest information about developments change is intended to provide a flow-through entity with information related to Form W-9 and its instructions,such as legislation enacted regarding the status of its indirect foreign partners,owners,or after they were published,go to www.irs.gov/FormW9. beneficiaries,so that it can satisfy any applicable reporting requirements. For example,a partnership that has any indirect foreign What's New partners may be required to complete Schedules K-2 and K-3.See the Line 3a has been modified to clarify haw a disregarded entity completes Partnership Instructions for Schedules K-2 and K-3(Form 1065), this line.An LLC that is a disregarded entity should check the Purpose of Form appropriate box for the tax classification of its owner.Otherwise,it should check the"LLC"box and enter its appropriate tax classification. An individual or entity(Form W-9 requester)who is required to file an information return with the IRS is giving you this form because they Cat.No.10231X Form W-9(Rev.3-2024) TAXABLE YEAR M CALIFORNIA FORM 2026 Real Estate Withholding Statement 593 AMENDED: . ❑ Escrow or Exchange No. OSA-7376481 Part I Remitter Information • ❑X REEP ❑ Qualified Intermediary ❑ Buyer/Transferee ❑ Other Business name E]FEIN ❑CA Corp no. ❑CA SOS file no. First American Title Company 95-2295073 First name Initial Last name SSN or ITI N Address(apt./ste.,room, PO box,or PMB no.) 4 First American Way City(If you have a foreign address,see instructions.) State I ZIP code Telephone number Santa Ana CA 92707 (714)250-3000 Part IF Seller/Transferor Information If a grantor or nongrantor trust,check the box that applies. Grantor ❑ Nongrantor Trust First name/Grantor Initial Last name/Grantor SSN or ITIN Spouse's/RDP's first name(if jointly owned) Initial Last name Spouse's/RDP's SSN or ITIN(if jointly owned) Business/Nongrantor Trust name(if applicable) X❑FEIN CA Cor no. ❑CA SOS file no. Cityof Santa Ana 95- UR Address(apt./ste.,room, PO box,or PMB no. 0 Civic Center Plaza M-25 City(If you have a foreign address,see instructions) State ZIP code Telephone number Santa Aria CA 92701 (714) 647-5200 Property address(provide street address,parcel number,and county) Ownership percentage 1901 W Walnut St Santa Ana CA 92703 10[] part III Certifications which fully exempt the sale from withholding(See instructions) Determine whether you qualify for a full withholding exemption.Check all boxes that apply to the property being sold or transferred. 1. ► The property qualifies as the seller's(or decedent's,if sold by the decedent's estate or trust)principal residence under Internal Revenue Code(IRC)Section 121. 2. O'❑ The seller(or decedent,if sold by the decedent's estate or trust)last used the property as the seller's(decedent's)principal residence under IRC Section 121 without regard to the two-year time period. 3. 0 ❑ The seller has a loss or zero gain for California income tax purposes on this sale.Complete Part VI,Computation on Side 2. 4. Q ❑ The property is compulsorily or involuntarily converted,and the seller intends to acquire property that will qualify for nonrecognition of gain under IRC Section 1033. 5. oe ❑ The transfer qualifies for nonrecognition treatment under IRC Section 351(property transferred to a corporation controlled by the transferor)or IRC Section 721(property contributed to a partnership in exchange for a partnership interest). 6. Oe ❑ The seller is a corporation(or a limited liability company(LLC)classified as a corporation for federal and California income tax purposes)that is either qualified through the California Secretary of State or has a permanent place of business in California. 7. ® The seller is a California partnership or qualified to do business in California(or an LLC that is classified as a partnership for federal and California income tax purposes that is not a single member LLC that is disregarded for federal and California income tax purposes). S. CO) © The seller is a tax-exempt entity under California or federal law. 9. © ❑ The seller is an insurance company, individual retirement account,qualified pension/profit sharing plan,or charitable remainder trust. If you checked one or more boxes in line 1 through line 9,withholding is not required. Do not complete Part IV.Go to Side 3,complete the perjury statement and sign. Provide Sides 1-3 to the remitter before the close of escrow or exchange transaction to submit to the Franchise Tax Board, Part IV Certifications that may partially or fully exempt the sale from withholding or if no exemptions apply(See instructions) Determine whether you qualify for a full,partial,or no withholding exemption.Check all boxes that apply to the property being sold or transferred. 10, 0 The transfer qualifies as either a simultaneous or deferred like-kind exchange under IRC Section 1031,See instructions for Form 593, Part IV. 11. ® ❑ The transfer of this property is an installment sale where the buyer must withhold on the principal portion of each installment payment.Copy of the promissory note is attached at the close of escrow.Complete Part V.Buyer/Transferee Information on Side 2. Withholding may be required. 12. 0 ® No exemptions apply.Check this box if the exemptions in Part III or Part IV,line 10 and line 11,do not apply. Remitter must complete Part VII, Escrow or Exchange Information,on Side 3 for amounts to withhold,Withholding is required. 8601263 F_ Farm 593 2025 Side 1 Escrow or Exchange No. OSA-7376481 Remitter name SSN,ITIN, FEIN,CA corp no.,or CA SOS file no. First American Title Company 95-2295073 Part V Buyer/Transferee Information Complete this part if you checked box 11 in Part IV for an installment agreement. First name/Grantor Initial Last name/Grantor SSN or ITIN Spouse's/RDP's first name(if jointly purchased) Initial Last name Spouse's/RDP's SSN or ITIN Business/Nan raptor Trust name(if applicable) ®FEIN E]CA Corp no. [:]CA SOS file no. THRIVE Santa Ana, Inc. 82-0724453 Address(apt. ste room,PO box or PMB no. 1907 W. Mlnut St. Suite 10 City(If you have a foreign address,see instructions.) State ZIP code Tele hone number Santa Ana CA 92703 (714) 425-5562 Principal Amount of Promissory Note Installment Amount Interest Rate Repayment Period Number of months Buyer's/Transferee's Acknowledgment to Withhold Read the"Buyer/Transferee"Information below. I acknowledge that I am required to withhold on the principal portion of each installment payment to the seller/transferor for the above shown California real property either at the rate of 3 1/3%(.0333)or the Alternative Withholding Calculation,as specified by the seller/transferor on Form 593, Real Estate Withholding Statement,of the principal portion of each installment payment.I will complete Form 593 for the principal portion of each installment payment and send one copy of each to the Franchise Tax Board(FTB)along with Form 593-V,Payment Voucher for Real Estate. Withholding,the withholding payment,and give one copy of Form 593 to the seller/transferor.I will send each withholding payment to the FTB by the 20th day of the month following the month of the installment payment.If the terms of the installment sale, promissory note,or payment schedule change,I will promptly inform the FTB.I understand that the FTB may review relevant escrow documents to ensure withholding compliance.I also understand that I am subject to withholding penalties if I do not withhold on the principal portion of each installment payment and do not send the withholding along with Form 593 to the FTB by the due date,or if I do not send one copy of Form 593 to the seller/transferor by the due date.Go to Side 3,complete the perjury statement and sign. Part VI Computation Complete this part if you checked and certified box 3 in Part III,or to calculate an alternative withholding calculation amount. 13.Selling price........................................................................................................................................................................ Oe 13 14.Selling expenses........................................................................................................................................................................ 14 15.Amount realized.Subtract line 14 from line 13 ................................................................................................................... 15 16.Enter the price you paid to purchase the property(see instructions, How to Figure Your Basis.) ........... 16 17.Seller[Transferor-paid points....................................................................................... 17 18. Depreciation................................................................................................................. 18 19.Other decreases to basis............................................................................................. 19 20.Total decreases to basis.Add line 17 through line 19................................................................................. 20 21.Subtract line 20 from line 16........................................................................................................................ 21 22.Cost of additions and improvements......................................................................Q 22 23.Other increases to basis.........................................................................................0 23 24.Total increases to basis.Add line 22 and line 23 ....................................................................................... 24 25.Adjusted basis.Add line 21 and line 24............................................................................................................................�j. 25 26. Enter any suspended passive activity losses from this property................................................................ 26 27.Add line 25 and line 26 ............................................................................................................................................................. 27 28. Estimated gain or loss on sale. Subtract line 27 from line 15 and enter the amount here. If you have a loss or zero gain,skip lines 29 and 30. Certify on Side 3.Withholding is not required. If you have a gain,go to line 29 to calculate your withholding ................................................................................... 28 Side 2 Form 593 2025 8602263 Escrow or Exchange No. OSA-7376481 Remitter name SSN,ITIN,FEIN,CA Corp no.,or CA SOS file no. First American Title Company 95-2295073 29.Alternative withholding calculation amount. Check the applicable box for the filing type. ❑Individual 12.3% ❑Corporation 8.84% ❑Bank and Financial Corporation 10.84% ❑ Trust 12.3% ❑Non-California Partnership 12.3% ❑S Corporation 13.8% ❑Financial S Corporation 15.8% Multiply the amount on line 28 by the tax rate for the filing type selected above and enter the amount here.This is the alternative withholding calculation amount.If you elect the alternative withholding calculation amount,then check the appropriate box on line 36, Boxes B-H,and enter the amount on line 37.............................................................................. 29 30.Sales price withholding amount. Multiply the selling price on line 13 by.3'/3%(.0333). This is the sales price withholding amount.If you select the sales price withholding amount,check box A on line 36 below and enter the amount on line 37....................................................................................................................... 30 Part VII Escrow or Exchange Information 31.Escrow or Exchange Number..........................................................................................•31 OSA-7376481 32.Date of Transfer, Exchange Completion,Failed Exchange,or Installment Payment ..................._....(mm/dd/yyyy) •32 33.Sales Price, Failed Exchange,or Boot Amount$ 1,030,000.00 _x Ownership Percentage a/o •33 34.Amount that should have been withheld in a cash poor transaction .................................................................. M 34 35.Type of Transaction(Check One Only): • A❑Conventional Salej Transfer C ❑Boot E ❑Cash Poor B❑Installment Sale Payment D ❑Failed Exchange 36.Withholding Calculation(Check One Only): • Sales Price Method A❑31/3%(.0333)x Sales Price,Boot,or Installment Sale Payment Alternative Withholding Calculation Election B❑Individual 12.3%x Gain on Sale F❑S Corporation 13.8%x Gain on Sale C❑Non-California Partnership 12.3%x Gain on Sale G❑Financial S Corporation 15.8%x Gain on Sale D❑Corporation 8.84%x Gain on Sale H❑Trust 12.3%x Gain on Sale E ❑Bank and Financial Corp. 10.84%x Gain on Sale 37.Amount Withheld from this Seller/Transferor..................................................................................... ■37 Title and escrow persons,and exchange accommodators are not authorized to provide legal or accounting advice for purposes of determining withholding amounts.Transferors are strongly encouraged to consult with a competent tax professional for this purpose. Our privacy notice can be found in annual tax booklets or online.Go to ftb.ca.gov/privacy to learn about our privacy policy statement,or go to ftb.ca.gov/forms and search for 1131 to locate FTB 1131 EN-SP,Franchise Tax Board Privacy Notice on Collection.To request this notice by mail, call 800,338.0505 and enter form code 948 when instructed. Perjury Statement Under penalties of perjury,I hereby certify that the information provided above is,to the best of my knowledge,true and correct.I further certify that: Check the applicable box(s): ® The sale is fully exempt from withholding as indicated by a check mark(s)in Part III. ❑ The sale is fully or partially exempt from withholding as indicated by a check mark,in Part IV,box 10 or 11. ❑ The seller has elected the Alternative Withholding Calculation as indicated by a check mark in Part VII,line 36(B-H). [] The buyer/transferee understands and accepts the withholding requirements as stated on the Buyer's/Transferee's Acknowledgment to Withhold in Part V.The buyer/transferee should only check this box when involved in an installment sale, ❑ The Remitter(Qualified Intermediary)acknowledges this is a cash poor transaction as indicated by a check mark in Part VII,line 35,box E. Seiler's/T ror's signatur Date X March 12, 2026 Sign Sell is ransferors spouse's R 's signatu a Date X Here Buyer's/Transferee's signature Date X It is unlawful to forge Buyer's/Transferee's spouse's/RDP's signature Date a spouse's/RDP`s X signature Remitter's name and Title/Escrow business name Telephone Number Nancy Perez First American Title Company 714 250-3000 8602263 �— Form 593 2025 Side 3