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SOUTH MAIN ARWAD, LLC.
Return FULLY EXECUTED rivSl;I AN1-'E NOT RrET !{RED Copy to City Clem, M-30 A-2026-116 WORK t;AY PKCir D CITY CLERK DJ�TE: �AUG 21 2026 PW Rt-Z-, PURCHASE AND SALE AGREEMENT lk.G+i110W-C�`�1 THIS PURCHASE AND SALE AGREEMENT("Agreement") is made and entered into this 4th day of August, 2026 ("Effective Date"), by and between South Main Arwad LLC ("Buyer"), and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Seller" or "City"). As used herein, Buyer and Seller may be referred to collectively as the "Parties," and each individually as a"Party." RECITALS A. City is the fee simple owner of that certain real property consisting of approximately 7,490 square feet, located at 2245 S.Main Street(APN No.403-141-08)Santa Ana, California, legally described in Exhibit "A"attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the "Property"). B. On June 2, 2026, the Property was approved by the City for disposition through direct negotiations, without competitive bidding, in accordance with Santa Ana Municipal Code sections 2-706 and 2-709, C. On October 21, 2025, the Santa Ana City Council adopted Resolution No. 2025- 045 declaring the Property as surplus land and directing the City Manager to comply with the requirements of California Government Code Section 54220 et seq. ("Surplus Land Act")for the disposition of the Property. D. On December 4, 2025, the City received a Surplus Land Act Findings Letter sent by the California Department of Housing and Community Development("HCD")confirming that the Property qualifies as "exempt surplus land" under Government Code section 54221, subdivision (f)(1)(B). F. In satisfying Surplus Land Act requirements, and receiving correspondence from the Housing and Community Development Surplus Land office to proceed with disposition based on exemption status, City staff proceeded with direct negotiations to sell the Property to the Adjacent Property Owner. G. City now desires to sell the Property to Buyer, and Buyer desires to purchase the Property from City, in accordance with the provisions of this Agreement. AGREEMENT NOW THEREFORE, incorporating the foregoing Recitals and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Parties hereby agree as follows: 1. Incorporation of Recitals. The recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference. -I- 2. Purchase and Sale; Purchase Price. 2.1 Purchase and Sale. Seller shall sell the Property to Buyer, and Buyer shall purchase the Property from Seller, subject to the terms and conditions set forth in this Agreement. 2.2 Purchase Price. The purchase price of the Property shall be Five Hundred Forty-Five Thousand Dollars ($545,000.00). 3. Escrow. 3.1 Escrow Instructions. Escrow Instructions. Within seven(7) days following the execution of this Agreement by the Parties, Buyer will open an escrow ("Escrow") with Commonwealth Land Title Company, 4400 MacArthur Blvd., Suite 800, Newport Beach, CA 92660, Attn: Jody Kelly ("Escrow Holder") for the purchase and sale of the Property. The "Opening of Escrow" shall mean the date on which a fully executed copy of this Agreement has been delivered to Escrow Holder. Escrow Holder shall confirm the Opening of Escrow to the Parties in writing. This Agreement constitutes joint escrow instructions to Escrow Holder. The Parties agree to execute such additional instructions consistent with the provisions of this Agreement, which may be required by Escrow Holder. As between the Parties, Buyer and Seller agree that,if there is any conflict between the terms of this Agreement and any Escrow Instructions required by Escrow Holder,the terms of this Agreement shall control. Buyer and Seller shall each furnish Escrow Holder with their respective Federal Tax Identification Numbers and such other information as is reasonably required by Escrow Holder. 3.2 Payment of Purchase Price. The Purchase Price for the Property shall be payable at Closing. If Seller has deposited into Escrow all documents and amounts required of Seller to close Escrow, including without limitation,the"Grant Deed" (as defined in Section 3.10 below),and complied with all of Seller's other obligations under this Agreement,then on or before the "Closing Date" (as defined Section 3.3 below) so as not to delay the "Close of Escrow" (as defined Section 3.3 below), Buyer shall deposit into Escrow the following in Acceptable Funds: (a)the Purchase Price and(b)the Escrow closing costs pursuant to the preliminary Escrow Closing statement furnished by Escrow Holder as provided below. 3.3 Close of Escrow. Subject to Sections 3.3.1 and 3.3.2, Escrow for the sale of the Property shall close on a date that is no later than ninety (90) days after the opening of Escrow ("Closing Date"), subject to reasonable extension as necessary in order to satisfy the conditions precedent and other requirements for the Close of Escrow. As used in this Agreement, "Close of Escrow" shall mean the date on-which the "Grant Deed" conveying fee title to the Property to Buyer is recorded in the Orange County Recorder's Office. 3.3.1 Conditions Precedent to Buyer Obligation to Close. Buyer's obligation to close Escrow and purchase the Property is expressly conditioned on the satisfaction of the conditions listed in this Section 3.3.1. If any such condition is not satisfied or waived by Buyer at or prior to the Close of Escrow,for any reason other than a default by Buyer,Buyer may, in its sole discretion and without limiting any of Buyer's legal remedies or -2- remedies under this Agreement, terminate this Agreement by written notice to Seller. (1) Title Policy. Escrow Holder has issued or is irrevocably committed to issue to Buyer the "Title Policy" (as defined in Section 3.6 below) showing fee title vested in Buyer subject only to "Permitted Exceptions" (as defined in Section 3.5 below). (2) Representations and Warranties. Each of Seller's representations and warranties in this Agreement are materially true and accurate as of the Close of Escrow. (3) Seller Obligations. Seller is not in material default under this Agreement and each material obligation of Seller to be performed prior to the Close of Escrow, has been performed as required, including, without limitation the delivery of all documents required of Seller under this Agreement. (4) Possession. Seller is able, at the Close of Escrow to deliver exclusive possession of the Property to Buyer in accordance with this Agreement and does so. 3.3.2 Conditions Precedent to Seller Oblip-ation to Close. Seller's obligation to close Escrow and sell the Property is expressly conditioned upon the satisfaction of the conditions listed in this Section 3.3.2. If any such condition is not satisfied or waived by Seller prior to the Close of Escrow for any reason other than a default by Seller, Seller may, in its sole discretion and without limiting any of Seller's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Buyer. (1) Representations and „Warranties. Each of Buyer's representations and warranties set forth in this Agreement are materially true and accurate as of the Close of Escrow. (2) Buyer's Obligations. Buyer is not in material default under this Agreement,and each material obligation of Buyer to be performed prior to the Close of Escrow hereunder has been performed as required. 3.4 Escrow Cancellation. 3.4.1 Charges. (1) Seller's Default. If Escrow fails to close due to Seller's default, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges" means all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all title expenses. Buyer shall be entitled to terminate this Agreement or bring an action against Seller for specific performance as its sole and exclusive remedies. (2) Buyer's Default. If Escrow fails to close due to Buyer's default, Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate this Agreement as its sole and exclusive remedy. -3- (3) No Default. If Escrow fails to close and this Agreement is terminated for any reason other than a default by one of the Parties, Buyer and Seller shall evenly split any Escrow cancellation charges. 3.5 Permitted Exceptions to Title. As soon reasonably possible after the Opening of Escrow, Escrow Holder shall cause Commonwealth Land Title Company, in its capacity as title insurer ("Title Company"), to deliver to Buyer and Seller a current preliminary title report ("Title Report") together with legible copies of all underlying documents referenced therein (together with the Title Report, the "Title Documents"). The term "Permitted Exceptions" as used in this Agreement shall mean all of the following: (a) the Grant Deed; (b) the Affordable Housing Covenant; (c)non-delinquent real property taxes and assessments; (d) items and exceptions created by or with the written consent of Buyer, including documents to be recorded pursuant to this Agreement, and (e)the title exceptions shown on the Title Report but excluding any (i) "Disapproved Exceptions" as defined below that Seller, in its sole discretion, agrees to remove prior to the Close of Escrow as provided below and (ii) all monetary liens and monetary encumbrances on the Property, other than non-delinquent real property taxes and assessments which will be removed (meaning removal from title and not the issuance of an endorsement in connection therewith by the Title Company)from title by Seller at its sole cost and expense prior to the Close of Escrow. If Buyer objects to any title exceptions in its sole and absolute discretion ("Disapproved Exceptions"), Buyer shall deliver written notice ("Objection Notice") of same to Seller within ten (10) business days of delivery of the initial Title Report to Buyer. Seller shall act in good faith and reasonably to resolve any title exception in the Objection Notice. If Buyer fails to deliver an Objection Notice but delivers a"Notice of Approval", Buyer shall be deemed to have approved tide to the Property subject to the Permitted Exceptions. If Buyer delivers an Objection Notice regarding a title exception and Seller, by delivery of written notice to Buyer within five (5)business days following receipt of the Objection Notice elects not to remove a material Disapproved Exception (Seller's failure to respond to a Buyer Objection Notice shall be deemed such an election), Buyer's sole remedies shall be with respect to the delivery of a Notice of Approval or delivery or deemed delivery of a Notice of Termination. 3.6 Title Insurance. Seller shall cause the Title Company to commit to issue to Buyer at the Close of Escrow a standard coverage ALTA Owner's policy of title insurance with mechanics lien endorsement (Seller shall provide any indemnity or other agreement required by the Title Company as a condition to the issuance of the mechanics lien endorsement) ("Title Policy") insuring fee title to the Property vested in Buyer subject only to the Permitted Exceptions, with coverage in an amount equal to the Purchase Price. If Buyer requires an extended coverage ALTA Owners policy of title insurance,Buyer shall pay the difference in cost between the standard and extended coverage and the cost of any endorsements(other than a mechanics lien endorsement issued in connection with the standard coverage Title Policy which shall be at the cost of Seller) ("Buyer Title Costs"). 3.7 Possession. Seller shall deliver possession of the Property to Buyer at the Close of Escrow subject only to the Permitted Exceptions and free of any tenancies and/or third patty claims of use or ownership. -4- 3.8 Taxes, Assessments and Prorations. 3.8.1 Taxes. Only to the extent the Seller pays any property taxes or assessments on the Property, all current general and special taxes and assessments on the Property shall be prorated by Escrow Holder based upon the latest available information as shown in the tax statements provided to Escrow Holder by Seller,using customary escrow procedures in Orange County. Seller shall provide Buyer with written evidence of the payment or satisfaction of such taxes. Should the Property be part of a larger tax parcel ("Assessment Parcel") which as of the Close of Escrow remains unsegregated on the County Tax Assessor's Roll for the ensuing fiscal year, Escrow Holder shall charge Buyer and credit Seller for taxes and assessments allocated to the Property (based on unimproved value) based on the percentage of the total acreage of the Assessment Parcel located on the Property,which acreage figures for allocation purposes shall be fairly and equitably determined and supplied to Escrow Holder by Buyer and Seller. Buyer and Seller shall cooperate in good faith to cause the Property to be separately assessed and segregated in Buyer's name on the current tax roll. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of the sale of the Property to Buyer,shall be the responsibility of Buyer. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of transfers, improvements or other occurrences before the Close of Escrow shall be the responsibility of Seller. 3.8.2 General. All pro rations provided for herein shall be on an "actual day"basis and a three hundred sixty-lave(365) day year. The provisions of this Section shall survive Close of Escrow. If either Party fails to pay its pro rata share of taxes or other expenses by the times herein provided, interest shall accrue on all unpaid amounts from when owing until paid at the maximum rate allowed by law. Any errors or omissions made in calculating adjustments and prorations shall be corrected promptly upon the discovery thereof. If any estimations are made at the Close of Escrow regarding adjustments or prorations, the Parties shall make the appropriate collection promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid to the Party entitled thereto within thirty (30)days after written request therefor and if not so paid interest shall accrue and be payable on same at the maximum rate allowed by law. 3.9 Closing Costs. Buyer shall pay the cost of the Title Policy,the Escrow Fees and any applicable documentary transfer fees (considering Seller is a City) and recording fees,and all other costs and expenses incurred related to the purchase of the Property by Buyer. If required by Buyer's lender, Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs"). As soon as reasonably possible following the Close of Escrow,Escrow Holder shall deliver a copy of the final Escrow closing statement to Buyer and Seller. 3.10 Grant Deed. The transfer of ownership of the Property shall be documented through a Grant Deed in the form attached hereto as Exhibit "D" and incorporated herein by reference, conveying the Property to Buyer("Grant Deed"). -5- 3.10.1 Affordable Housin Covenant in the Event of Residential Development. In accordance with California Government Code Section 54233, if 10 or more.residential units are developed on the.Property, not less than 15 percent of the total number of residential units developed on the Property shall be sold.or rented at affordable housing cost, as defined in Section 50052.5 of the Health.and Safety Code, or affordable rent, as defined in Section 50053 of the Health and Safety Code,to lower income.households, as defined in Section 50079.5 of the Health and Safety Code. Rental units shall remain affordable to, and occupied by, lower income households for a period of at least 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units sb.al1.be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section 65915 of the Government Code. Buyer expressly agrees and consents that the requirements of this section shall. be contained in a covenant or restriction recorded against the Property prior to land use entitlement of the project, and the covenant or restriction shall run with the land and shall be enforceable, against any owner who violates a covenant or restriction and each successor in interest who continues the violation, by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the Government Code. 3.11 Recordation and Delivery of Documents. No later than the business day immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow the following documents (with the documents that are to be recorded in the following order and delivered as provided below): 3.11.1 Grant Deed. One (1)fully executed and acknowledged copy of the Grant Deed conveying the Property to Buyer. Conformed copies of the recorded Grant Deed shall be returned to Buyer and Seller as soon as possible. 3.11.2 Withholding Exemption Certificates. One (1) completed and executed copy of the following: Non-foreign Transferor Declaration; Preliminary Change in Ownership Report, Internal Revenue Service Form 1099-5, and California Franchise Tax Board Form 593 and any other applicable state tax withholding forms, as applicable. 3.11.3 Disbursement of Closing Documents. As soon as reasonably possible following the Close of Escrow,Escrow Holder shall deliver copies of all closing documents,including,without limitation,those listed above, the Title Policy, any additional escrow instructions and the final Escrow closing statement, to Seller's counsel and Buyer or Buyer's counsel. 3.12 Seller's Proceeds. At the Close of Escrow, subject to Section 3.13 below, Escrow Holder is directed to wire funds representing Seller's cash proceeds through Escrow to Seller's account as directed in separate written instructions to be provided by Seller. -6- 3.13 Cal-FIRPTA Withholding. Unless this transaction is exempt under California Revenue and Taxation Code Sections 18805 and 26131, Escrow Holder shall be the "withholding agent" and withhold from proceeds due Seller any amounts required under the above code sections to be withheld by Buyer and pay same to the California Franchise Tax Board or Internal Revenue Service in accordance with applicable law. 3.14 Additional Documents. Seller and Buyer shall execute and deliver to Escrow any other documents reasonably required by Escrow Holder including,without limitation, Seller' s affidavits or statements regarding mechanics liens and/or tenants or parties in possession. 3.15 Termination of Property Contracts. Seller shall terminate any service contracts or similar agreement relating to the Property that the Buyer does not expressly elect in writing to assume which termination shall be effective as of the Close of Escrow. 4. Real Estate Brokerage Commission. Buyer and Seller each represent and warrant to each other that they have not employed, dealt with or incurred any obligation to any broker, agent or finder in connection with the Property, and that they have not incurred any obligation to pay any other real estate brokerage or other commission or fee in connection with the conveyance of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free and harmless from and against all costs and liabilities, including without limitation reasonable attorneys' fees and the costs and expenses of litigation, for causes of action or proceedings in any way related to or resulting from a breach of the foregoing representation and warranty or arising out of any action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party, respectively, in connection with this transaction. 5. Inspections; AS-IS Condition of Property. 5.1 Waiver of Inspections. Buyer and Seller agree that Buyer has the opportunity through the City RFP process, discussed above, to conduct all desired due diligence regarding the Property. Therefore, Buyer unequivocally waives any right to conduct independent investigations concerning (i) Buyer's proposed use, sale, development or suitability for development of the Property; (ii) the condition and all other attributes of the Property, including, without limitation all improvements located thereon; (iii) applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, including but not limited to zoning, subdivision and other regulations; (iv) the necessity or availability of any specific plan or general amendments,rezoning,zone variances, conditional use permits, building permits, environmental impact reports, subdivision maps, public reports issued by the California Bureau of Real Estate and all other governmental permits, approvals or acts; (v) the necessity and existence of all dedications, fees, charges, costs or assessments which may be imposed by any Governmental Authority in connection with the proposed development of the Property; (vi)the value of the Property; (vii)the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities serving the Property and(viii)the presence or adequacy of infrastructure or other improvements on, near or concerning the Property. -7- 5.2 No Representations or Warranties. Seller makes no representation or warranty, express or implied, to the Buyer relating to the condition of the Property or suitability of the Property for any intended use or development by the Buyer. 5.3 Acceptance of Property "AS-IS." Buyer shall accept all conditions of the Property, without any liability of the Seller whatsoever, AS-IS, WHERE-IS, SUBJECT TO ALL FAULTS CONDITION, WITHOUT WARRANTY AS TO QUALITY, CHARACTER, PERFORMANCE OR CONDITION, and with full knowledge of the physical condition of the Property, the nature of the Seller's interest in and use of the Property, all laws applicable to the Property and of any and all conditions,restrictions,encumbrances and all matters of record relating to the Property. The Property is being acquired by Buyer as a result of its own knowledge of the Property and not as a result of any representations)made by the Seller or any employee, official, consultant or agent of the Seller relating to the condition of the Property,unless such statement or representation is expressly and specifically set forth in this Agreement. Seller hereby expressly and specifically disclaims any express or implied. 6. Warranties. 6.1 Seller's Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property from Seller, Seller makes the following representations and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each of which is material and being relied upon by Buyer. For all purposes of this Agreement, including Seller's.representations and warranties contained herein,the phrase "to the best of Seller's knowledge" shall mean the current actual knowledge of Seller. I£prior to the Close of Escrow, Buyer has actual knowledge that any representation or warranty of Seller is untrue,inaccurate or incomplete in any material respect(and without waiving any of Buyer's rights or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known of by Seller), Buyer may give Seller written notice of same and Seller shall have seven (7) days from the date of receipt of Buyer's notice (and the Closing Date shall be extended to permit the running of such seven (7) day period) ("Seller Cure Period") to correct any factor or circumstance that makes such representation or warranty materially untrue or inaccurate to Buyer's reasonable satisfaction. If Seller fails to make such correction within the Seller Cure Period, then Buyer by written notice to Seller within three (3) days after the expiration of the Seller Cure Period(and the Closing Date shall be extended to permit the running of such three (3)day period) shall be entitled (a) to terminate this Agreement, or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Seller. 6.1.1 Authorization. Seller has full power and authority to enter into this Agreement and to perform all its obligations hereunder,and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement by Seller. Each individual or entity who has executed this Agreement on behalf of Seller has the right,power,legal capacity and authority to execute,deliver and perform this Agreement on behalf of Seller. -8- 6.1.2 Conflicting Agreements. Neither the execution or delivery of this Agreement, nor the consummation of the transaction contemplated herein, will conflict with, or result in a breach of, any contract, license or undertaking to which Seller is a party or by which Seller or any of the Property is bound, or constitute a default thereunder. In addition, with respect to any agreements that affect the Property, neither Seller nor any other party or parties to such agreements are in default thereunder nor are there any facts that currently exist which with the passage of time would result in any such default. To the best of Seller's knowledge,the Property is not subject to any prescriptive easements, claims of adverse possession, encroachments or similar rights or claims. The Property is not subject to any leases, options or other similar rights or claims in favor of any third parties. The Property is not subject to a Williamson Act contract or any similar agricultural agreement. 6.1.3 Proceedings. To the best of Seller's knowledge, no legal or administrative proceeding is pending or threatened against Seller or the Property nor are there any other facts or circumstances which would adversely affect (i) SeIler's right to convey title to the Property to Buyer as contemplated in this Agreement. To the best of Seller's knowledge,there are no condemnation or eminent domain proceedings pending or threatened with respect to the Property. 6.1.4 Binding A reement. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.1.5 Hazardous Materials. Seller neither knows, nor has reasonable cause to believe, that any release of a hazardous substance is located on or beneath the Property. Further, Seller has not stored or released, caused to be stored or released or approved the storage or release on the Property, of any hazardous substance. Seller makes no warranty and Buyer is to verify in advance of the purchase the acceptance that no hazardous substances contaminate the Property. 6.1.6 No_ Assumed Obligations. There are no obligations or responsibilities of Seller with respect to the Property or otherwise of any kind that are assumed by Buyer. 6.1.7 Ownershipo fPropertX. Seller is the sole and only party that owns or holds any interest in the Property. 6.1.8 Property_Documents. To the best of Seller's knowledge, the Property Documents and all other documents and information provided by Seller or its agents or consultants to Buyer are complete, true and accurate and do not omit any material fact, and there are no other documents, -9- materials, studies, surveys or other information in the possession or control of Seller. 6.1.9 Other Agreements. Except as set forth in the Property Documents and this Agreement, Seller has not made any commitment or representation to or entered into any agreement of any kind with any government authority, or any adjoining or surrounding property owner, group or other third party, which would in any way be binding on Buyer or all or any portion of the Property and will not make any such representations or warranties or enter into any such agreements which would affect the Property or any portion thereof prior to the Close of Escrow,without Buyer's written consent. 6.1.10 Access. There is full and unobstructed direct access to the Property from public streets,highways or roads that are adjacent to the Property. 6.1.11 Material Change. Seller shall promptly notify Buyer if Seller obtains information that would make any of the representations or warranties contained herein materially inaccurate or misleading. 6.2 Buyer's Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following representations and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each of which is material and being relied upon by Seller. For all purposes of this Agreement, including Buyer's representations and warranties contained herein, the phrase "to the best of Buyer's knowledge" shall mean the current actual knowledge of Buyer. If prior to the Close of Escrow Seller determines that any representation or warranty of Buyer is untrue, inaccurate or incomplete in any material respect (and without waiving any of Seller's rights or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known of by Buyer), Seller may give Buyer written notice of same and Buyer shall have seven (7) days from the date of receipt of Seller's notice (and the Closing Date shall be extended to permit the running of such seven (7) day period) ("Buyer Cure Period") to correct any fact or circumstance that makes such representation or warranty materially untrue or inaccurate to Seller's reasonable satisfaction. If Buyer fails to make such correction within the Buyer Cure Period, then Seller by written notice to Buyer within three(3) days after the expiration of the Buyer Cure Period(and the Closing Date shall be extended to permit the running of such three(3) day period)shall be entitled (a)to terminate this Agreement or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Buyer. The foregoing is not a waiver or release of any of Seller's rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Buyer of which Seller obtains knowledge after the Close of Escrow. 6.2.1 Authorization. Buyer has full power and authority to enter into this Agreement and to perform all of its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this -10- Agreement. Each individual who has executed this Agreement on behalf of Buyer has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Buyer. 6.2.2 Binding_Agreement, This Agreement constitutes a Iegal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.2.3 Compliance with Law. Buyer is required to carry out the development of the Property in conformity with all applicable laws, including all applicable building, planning and zoning laws, including any historic property regulations and environmental laws. 6.2.4 Development of Property. Buyer hereby represents and guarantees that it will complete development of the Property(the "Project")per the Buyer's Proposed Use(Exhibit"C")within sixty(60)months following the Close of Escrow (the "Completion Deadline"). As used herein, completion of the Project shall mean the issuance of a temporary or final Certificate of Occupancy by the City for the Proposed Use of the Property. The Completion Deadline shall be extended day-for-day(the"Tolled Period")if Buyer is delayed in the performance of the Project by reasons beyond its reasonable control and without its fault or negligence. These shall include acts of God, such as fire, flood, earthquake, or other natural disasters, war, acts of terrorism, or civil unrest, and industry-wide labor strikes or national materials shortages. If Buyer does not complete the Project by the Completion Deadline provided, the City shall have the right to elect either of the following remedies: (1) the right to repurchase the Property, including any and all improvements to the Property then completed by Buyer,in exchange for payment by the City to Buyer of eighty percent (80%) of the Purchase Price paid by Buyer under this Agreement. City shall provide written notice of its exercise to purchase the Property within sixty (60) days following the development deadline in this section. The repurchase deed shall be identical in form to the deed by which title to the Property was conveyed by Seller to Buyer and shall be free and clear of any and all mortgages, liens,or other evidence of indebtedness. (2)If Buyer fails complete the Project by the Completion Deadline, Buyer shall pay to Seller, as liquidated damages and not as a penalty, the sum of$100.00 per day for each day if the proposed development is a Quick Service Restaurant("QSR")Project remains uncompleted beyond the Completion Deadline; or$300.00 per day for each day if development of a proposed Gas Station Project remains uncompleted beyond the Completion Deadline. The parties further agree that at the time of execution of this Agreement, it is extremely difficult or impracticable to determine the precise amount of damages Seller would suffer from the loss of -11- tax revenue and development benefits resulting from such a delay. The parties have therefore performed a reasonable endeavor to estimate such damages and agree that the sum of $100 per day for a QSR or $300.00 per day for a Gas Station represents a fair and reasonable forecast of the actual damages Seller would incur. Imposition of liquidated damages shall not preclude Seller from seeking repurchase of the Property, as defined above. 6.3 Natural Hazard Zone Disclosure. No later than seven (7)business days prior to the Property Approval Date, the Seller will, at its sole cost and expense, provide Buyer with a Natural Hazard Zone Disclosure required by applicable law. 6.4 Buyer and Seller Cooperation. Buyer shall submit plans for the development of the Property to Seller, and Seller, in its capacity as the City within which the project is located.Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to exercise of governmental discretion with regard to such items,nor a guarantee that such approvals or permits will be granted at all or within any particular time or with or without any particular conditions. 7. Destruction/Condemnation of Property; Other Notices. In the event that all or any portion of the Property is damaged or destroyed by any casualty under the provisions of applicable law after the Effective Date but prior to the date of Closing, Seller shall give Buyer immediate written notice of the same. 8. Indemnification. 8.1 Obligations. Seller shall indemnify Buyer and Buyer shall indemnify Seller against any wrongful intentional act or negligence of the Indemnitor. Buyer shall also indemnify Seller against any and all of the following: (a) any damage to the Property caused by the Investigations of the Property by Buyer; and(b) any accident,injury or damage whatsoever caused to any person in or on the Property by Buyer prior to the Closing. Notwithstanding anything to the contrary in this Agreement, no Indemnitor shall be required to indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. 8.2 Limitation on Liability of the Seller. Following the Close of Escrow, the Buyer is and shall be responsible for operation of the Property, and the Seller shall not be liable for any injury or damage to any property (of the Buyer or any other person) or to any person occurring on or about the Property, except to the extent caused by the Seller's wrongful intentional act or negligence. 8.3 Strict Liability. The indemnification obligations of an Indemnitor shall apply regardless of whether liability without fault or strict liability is imposed or sought to be imposed on one or more Indemnitees. 8.4 Independent of Insurance Obligations. Buyer's indemnification obligations under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying Buyer's insurance or other obligations under this Agreement and is independent of the Buyer's insurance and other obligations under this Agreement. Buyer's compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, -12- limit,or modify the Buyer's indemnification obligations under this Agreement and are independent of the Buyer's indemnification and other obligations under this Agreement. 8.5 SurvivaI of Indemnification and Defense Obligations. The indemnity and defense obligations under this Agreement shall survive the expiration or earlier termination of this Agreement, until all claims against any of the Indemnitees involving any of the indemnified matters are fully, finally, absolutely and completely barred by applicable statutes of limitations. 8.6 Independent Duty to Defend. The duty to defend under this Agreement is separate and independent of the duty to indemnify. The duty to defend includes claims for which an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately upon notice of a claim, regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any claim or suit, within the scope of the Indemnitor's indemnity obligations under this Agreement. 8.7 Indemnification Procedures. Wherever this Agreement requires any Indemnitor to Indemnify any Indemnitee: 8.7.1 Prompt Notice. The Indemnitee shall promptly notify the Indemnitor of any claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt Notice of a Claim and such failure materially prejudices the Indemnitor in providing indemnity for such claim,the Indemnitor shall be relieved of its indemnity obligations for such claim. 8.7.2 Selection of Counsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall defend the action, Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the extent that the Indemnitee waives its rights to indemnity and defense for such claim. 9. Miscellaneous. 9.1 Notices. Any notice, request, demand, instruction or other document required or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto will be in writing and will be delivered personally or sent by United States registered or certified mail,return receipt requested,postage prepaid or by overnight express courier,postage prepaid and addressed to the parties at their perspective addresses set forth below, and the same will be effective upon the date of confirmed dispatch, if by electronic communication -13- receipt if delivered personally or via overnight express courier or on the third Business Day after deposit if mailed. A party may change its address for receipt of notices by service of a notice to such change in accordance herewith. Buyer and Seller hereby agree that notices may be given hereunder by the parties' respective counsel and that, if any communication is to be given hereunder by Buyer's or Seller's counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section. If to Buyer: South Main Arwad LLC 9812 Sunderland Street Santa Ana, CA 92705 Attn: Ara Wansikehian If to Seller: City of Santa Ana 20 Civic Center Plaza M-30 Santa Ana, CA 92702 Attn: Clerk of the Council with a copy to; City of Santa Ana 20 Civic Center Plaza M-21 Santa Ana, CA 92702 Attn: Executive Director of Public Works 9.2 No Third Party Beneficiaries. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any person that is not a Party, whether under a third-party beneficiary theory, laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be obligated to discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders, members, partners,managers,or owners,(b) liabilities or obligations of Seller with respect to any acts,events or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or(d) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or costs incurred in connection with the Property prior to the Close of Escrow, including, but not limited to, any matters relating to cost reports, collections, audits,hearings, or legal action arising therefrom. 9.3 Further Instruments. Each Party will, whenever and as often as it shall be reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any and all such further instruments and documents as may be necessary or proper, in the reasonable opinion of the requesting Party, in order to carry out the intent and purpose of this Agreement. 9.4 Calculation of Time Periods-, Business Da • Time of Essence. Unless otherwise specified, in computing any period of time described herein,the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a Business Day, in which event . -14- the period shall run until the end of the next day which is a Business Day. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which the Property is located. As used herein, the term `Business Day" means any day excluding Saturdays, Sundays and State and National holidays and any day the City is closed. Subject to the foregoing provisions,time is of the essence of this Agreement. 9.5 Entire Agreement, Amendments. This Agreement (including the documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of intent of the Parties. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the Parties. 9.6 Survival. All covenants, agreements, representations, warranties and indemnities contained in this Agreement shall survive the execution and delivery of this Agreement and the Close of Escrow and the delivery and recordation of all documents or instruments in connection therewith. 9.7 Bindinz Effect; Enforcement. The covenants, agreements, representations, and warranties contained herein will be binding upon, be enforceable by and inure to the benefit of the representatives, successors, and permitted assigns of the respective parties hereto. 9.8 Applicable Law. This Agreement will be construed and interpreted under, and governed and enforced according to,the laws of the State of California applicable to contracts made and to be performed entirely therein. 9.9 Venue. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be the Superior Court of Orange County, and the Parties hereby agree to and do hereby submit to the jurisdiction of such court. 9.10 Attorneys' Fees. If any Party to this Agreement shall bring any action or proceeding for any relief against the other, declaratory or otherwise, in any way arising out of or in connection this Agreement and/or the Property,the losing Party shall pay to the prevailing Party a reasonable sum for attorneys' fees and costs (including without limitation expert witness fees) incurred in bringing or defending such action or proceeding or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action or proceeding and shall be paid whether or not such action or proceeding is prosecuted to final judgment. Any judgment or order entered in such action or proceeding shall contain a specific provision providing for the recovery of attorneys' fees and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing Party shall be determined by the trier of fact based upon an assessment of which Party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other Party's major arguments or positions on major disputed issues. For the purposes of this Section, attorneys' fees shall include, without limitation, fees incurred in the following: (1)post judgment motions; (2) contempt proceedings; (3) garnishment, levy and debtor and third party examinations; (4) discovery; and(5)bankruptcy litigation. -15- 9.11 Construction. The provisions of this Agreement shall not be construed in favor of or against either Party,but shall be construed as if both Parties prepared this Agreement. 9.12 Interpretation. The paragraph and section headings in this Agreement are solely for convenience and will not be deemed to limit or otherwise affect the meaning or construction of any part of this Agreement. Any pronoun used in this Agreement will be deemed to cover all genders. The terms "include," "including," and similar terms will be construed as if followed by the phrase "without being limited to." The term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision or section of this Agreement. Words in this Agreement importing the singular number will mean and include the plural number,and vice versa. 9.13 No Waiver. No waiver by a Party of a breach of any of the terms,covenants, or conditions of this Agreement by the other shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition contained herein. No waiver of any default by a Party shall be implied from any omission by the other Party to tape any action on account of such default if such default persists or is repeated and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by either Party to or of any act by the other requiring the first Party's consent or approval shall not be deemed to waive or render unnecessary the consenting Party's consent or approval to or of any subsequent similar acts by the other Party. 9.14 Severability of Provisions. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement will be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 9.15 Incorporation of Exhibits. Except as intentionally omitted, all exhibits attached hereto and referred to herein are incorporated into the Agreement as though fully set forth herein. 9.16 Counterparts. This Agreement may be executed in any number of counterparts and by different Parties to this Agreement in separate counterparts, each of which when so executed and delivered will be deemed original, but all such counterparts, together, will constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement will become effective upon the execution and delivery of a counterpart hereof by each Party to this Agreement. A signature of a Party to this Agreement sent by facsimile, electronic mail(including a scanned portable document format copy sent by electronic mail), or other electronic transmission will have the same force and effect as delivery of an original signature of such Party. 9.17 Amendments. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, except by written instrument signed by the Parties hereto. -16- IN WITNESS WHEREOF, the Parties have executer! this Agreement to be effective as of the Effective Date. ATTEST: CITY OF SANTA A A ennife ll Alvaro Nunez City C City Manager APPROVED AS TO FORM SOUTH MAIN ARWAD LLC Sonia R. Ca.rvalho City Attorney ABy: Name:Title: e Nellesen Assistant City Attorney RECOMMENDED FOR APPROVAL Raclo a Rasas, PE Acting Executive Director Public Works Agency Exhibits. Exhibit "A" — Legal Description of the Property Exhibit "B" — Property Plat Exhibit "C" — Proposed Use Exhibit 'T" , Form of Grant Deed Exhibit "E" Escrow General Provisions EXHIBIT "A" LEGAL DESCRIPTION FOR PROPERTY IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA THOSE PORTIONS OF LOTS 20, 21, 22, AND 23, IN BLOCK "B" OF TRACT NO. 638, RECORDED IN BOOK 19, PAGE 17, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINTAT THE SOUTHEAST CORNER OF SAID LOT 22;THENCE NORTH 00°33'00" EAST 57.00 FEET TO A POINT ON A LINE PARALALLEL WITH AND DISTANT 7.00 FEET MEASURED PERPENDICULAR FROM THE SOUTH LINE OF SAID LOT 20; THENCE ALONG SAID LINE SOUTH 89'19'15" WEST 118.00 FEET TO A POINT ON A LINE PARALALLE WITH AND DISTANT 61.00 FEET MEASURED PERPENDICULAR FROM THE CENTERLINE OF MAIN STREET; THENCE SOUTH 00°33'00" WEST 46.34 FEET; THENCE SOUTH 44°08'20" EAST 25.69 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT 71.00 FEET MEASURED PERPENDICULAR FROM THE CENTERLINE OF WARNER AVENUE;THENCE ALONG SAID LINE NORTH 89°19'15" EAST 99.93';THENCE NORTH 00033'00" EAST 7.99 FEET TO THE POINT OF BEGINNING. CONTAINING A TOTAL AREA OF 7,498.68 FEET, MORE OR LESS. SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER RIGHTS OF RECORD. EXHIBIT"B", ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION: , LAND 4�CHgys9�, 7J o No. 9216 O Oro 1:/2, '2- CAL�� ANDERSON CHRYSOSTOMO, L.S. 9216 DATE PAGE 1 OF 1 EXHIBIT " B " PLAT TO ACCOMPANY LEGAL DESCR [ PT [ ON FOR PROPERTY u ------------------6 --------- - i --- - LOT 19 I----------` -- 33' aa a� gara — --- — — --— i I POR OF ; L 2--,,," I LOr 20 _ POR. - ---OT ------ � LJJ 0 61 LOT LINE o J POR. OF LOT 21 I M POR. O Q, e L3 o LOT 21 ---- — _ _ z z I LOT LINE------------ i IR R° F 4 POR- OF LOT 2 L1 U' LJ 1 I EOT 22 L LOT LINE P.O.B. l — --'`------------- ml OR° Off' LOT 23 L6 P.S. I �I L 5,/ I I Pay° Q I gar 3 T -------L-------------------- -------� i z i i POR. OF I LOT 24 I 2W I rPOR- OF I LOT 24 — — — — — — I— — — L-—-—-— -—-— -—-— —-—-— I-—-—-— ` N h P.S. N89°19'15"E _ _ _ _ - - WARNER AVENUE ( DELHI ROAD ) LEGEND: LINE TABLE PROPERTY NO. BEARING DISTANCE P.O.B. - POINT OP BEGINNING L1 N00°33'00"E 57.00' L2 S89°19' 15"W 118.00' P.S. - PUBLIC STREET, L3 S00°33'00"W 46.34' BK 1142, PG 26, O.R. L4 544"08'20"E 25.69' BK 1056, PG 507, C.R.TRACT NO. 638 L5 N89'19'15"El 99.93' L6 N00°33'00"E 07.99' PAGE 1 OF 1 EXHIBIT C PROPOSED USE. Commercial "Gasoline Station" or IIQSR" (Quick Service Restaurant). Proposal for lot merger with adjacent property 2239 S. Main Street, Parcel No.- 403-141-07, currently owned by South Main Arwad LLC. 1 I Y W1 : � 1 2245 S.MAIN STREET Z I Q w AVANT AREA 1.4120 iF'_.' 1 I 1 i 1 1 1 1 1 1 1 I POOP 9011 ` 16 It IN, 1 1 o I 1 Erisi. NOW �i WARNER AVENUE �� °� EXHIBIT D WHEN RECORDED PLEASE MAIL THIS INSTRUMENT AND TAX STATEMENT TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free Recording Requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103 SPACE ABOVE TH{S LINE FOR RECORDER'S USE TAXES APPROVED AS TO APPROVED BY DESCRIPTION DISCRIPTION A . RIW MAP PROJECT FORM BY ATTY. DIRCTOR WRITTEN BY CFIECKED O.K. NUMBER NUMBER NUMBER 403-141-08 C4 DEED NUMBER 2245 S.Main Street 8933 GRANT DEED A-2026-116 FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of Santa Ana, a Charter City and Municipal; Corporation duly organized under the Constitution and laws of the State of California hereby GRANT(s) to: South Main Arwad LLC, the real property owner in the City of Santa Ana, County of Orange, State of California, described as follows: SEE EXHIBIT °A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated: 7-3 1'Le By: ll'va'+.+ Alvaro Nunez City Manager �I� �- Attest: Dated: ( ennifer L. City CI Page 1 of 1 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 County of On before me, Date Here Insert Nome and Title of the er personally appeared 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 aM JENNIFER L.#ALL laws of the State of California that the foregoing NotaryPublic-California paragraph is true and correct. Orange CountyCommission#2532567yComm.Expires Oct 11,2029 WITNESS my hand and official seal. Signature Ploce Notary Seal and/or Stamp Above Signa ur of No ry Public OPTIONAL Completing this information can deter alteration of the docume 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 El Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee © Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: 02019 National Notary Association EXHIBIT E reCommonwealth' GENERAL PROVISIONS NATIONAL COMMERCIAL SERVICES 1.DEPOSIT OF FUNDS The law dealing with the disbursement of funds requires that all funds be available for withdrawal as a matter of right by the title entity's escrow and/or sub-escrow account prior to disbursement of any funds. Wire-transferred funds are immediately available upon deposit. Cashiers checks, teller's checks and Certified checks may be available one to ten business day(s) after deposit. All other funds such as personal, corporate or partnership checks and drafts are subject to mandatory holding periods which may cause material delays in disbursement of funds in this escrow.Outgoing wire transfers will not be authorized until confirmation of the respective incoming wire transfer or of availability of deposited checks. Funds are deposited into a general escrow trust account unless instructed otherwise.You may instruct Commonwealth Land Title Company ("Escrow Holder')to deposit your funds into an interest-bearing account by signing and returning the"Escrow Instructions-Interest Bearing Account".If not directly instructed,all funds received in this escrow shall be deposited with other escrow funds in one or more general escrow trust accounts, which include both non-interest bearing demand accounts and other depository accounts of Escrow Holder, in any state or national bank or savings and loan association insured by the Federal Deposit Insurance Corporation(the"depository institutions")and may be transferred to any other such escrow trust accounts of Escrow Holder or one of its affiliates,either within or outside the State of California.A general escrow trust account is restricted and protected against claims by third parties and creditors of Escrow Holder and its affiliates. Receipt of benefits by Escrow Holder and affiliates.The parties to this escrow acknowledge that the maintenance of such general escrow trust accounts with some depository institutions may result in Escrow Holder or its affiliates being provided with an array of bank services, accommodations or other benefits by the depository institution. Some or all of these benefits may be considered interest due you under California Insurance Code Section 12413.5. Escrow Holder or its affiliates also may elect to enter into other business transactions with or obtain loans for investment or other purposes from the depository institution. All such services, accommodations, and other benefits shall accrue to Escrow Holder or its affiliates and Escrow Holder shall have no obligation to account to the parties to this escrow for the value of such services,accommodations,interest or other benefits.. Said funds will not earn interest unless the instructions otherwise specifically state that funds shall be deposited in an interest-bearing account.All disbursements shall be made by check or wire of Escrow Holder. The parties to this escrow are hereby notified that the funds deposited herein are insured only to the limit provided by the Federal Deposit Insurance Corporation.Any instruction for bank wire will provide reasonable time or notice for Escrow Holder's compliance with such instruction. Escrow Holder's sole duty and responsibility shall be to place said wire transfer instructions with its wiring bank upon confirmation of(1)satisfaction of conditions precedent or(2)document recordation at close of escrow. Escrow Holder will NOT be held responsible for lost interest due to wire delays caused by any bank or the Federal Reserve System and recommends that all parties make themselves aware of banking regulations with regard to placement of wires. In the event there is insufficient time to place a wire upon any such confirmation or the ability to send wires have closed for the day, the parties agree to provide written instructions for an alternative method of disbursement. WITHOUT AN ALTERNATIVE DISBURSEMENT INSTRUCTION, FUNDS WILL BE HELD IN TRUST IN A NON-INTEREST-BEARING ACCOUNT UNTIL THE NEXT OPPORTUNITY FOR WIRE PLACEMENT. 2.CLOSING FUNDS The Parties to this escrow acknowledge that the disbursement of any funds by Escrow Holder are contingent upon clearance and availability of deposited funds. All funds to close must be remitted via wire transfer, cashier's check, or certified check payable to Escrow Holder and received prior to the recording of documents. Due to good funds requirements, wire transfers are recommended for remittance of closing funds.If cashier's checks or certified checks are remitted they must be received and verified at least 10 days prior to the close of escrow date to ensure the availability of collected funds. Escrow Holder shall not accept funds in cash.Wire transferred funds may be disbursed on the same day as deposited,subject to the Escrow Holder's outbound wire cutoff time for same-day processing. 3.DEPOSITS FROM THIRD PARTIES Escrow Holder shall not be obliged to accept any funds from any person or entity who is not a party to the escrow. However,in the event that Escrow Holder does agree to accept payment from a third party, Escrow Holder will require the third party to execute and deliver to Escrow Holder a Third-Party Deposit Instruction and/or any other documentls that may be required by Escrow Holder. 4.PRORATIONS AND ADJUSTMENTS All prorations and/or adjustments called for in this escrow are to be made based on a thirty (30) day month unless otherwise instructed in writing. You are to use information contained on last available tax statement, rental statement as provided by the Seller, and beneficiary's statement delivered into escrow for the prorations provided for herein. 5.SUPPLEMENTAL TAXES The within described property may be subject to supplemental real property taxes due to the change of ownership taking place through this escrow. Any supplemental real property taxes arising as a result of the transfer of the property to Buyer shall be the sole responsibility of Buyer and any supplemental real property taxes arising prior to the closing date shall be the sole responsibility of the Seller. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. General Provisions Printed: 07.14.26 Q 08:46 PM by SCA0000128.doc I Updated: 05.20.25 Page 1 CA-CW-FXFC-02620.206538-932605617 GENERAL PROVISIONS (continued) 6.DISBURSEMENT BY ESCROW HOLDER At the closing of this escrow,all payments required to be made in accordance with the Purchase Agreement andlor these instructions as they relate to any city, county or state ordinances, regulations, by-laws or the like, shall be paid from the funds of the party designated in said agreement or instructions without any further authorization, Payments made on behalf of Buyer or Seller shall be itemized on a closing statement provided by the Escrow Holder prior to the close of escrow, and the parties' approval of said statement shall constitute their full understanding and acceptance of the charges listed. Any invoice submitted which is not required as a condition of the agreement andlor instructions and not related to the subject property, shall not be the responsibility of Escrow Holder to issue payment at closing and will be returned to the party who submitted same for payment directly outside of this escrow. 7.UTILITIESlPOSSESSION Transfer of utilities and possession of the premises are to be settled by the parties directly and outside escrow. 8.PREPARATION AND RECORDATION OF INSTRUMENTS Escrow Holder is authorized to prepare, obtain, record and deliver the necessary instruments to carry out the terms and conditions of this escrow and to order the policy of title insurance to be issued at close of escrow as called for in these instructions.Close of escrow shall mean the date instruments are recorded,unless otherwise specified in writing, 9.AUTHORIZATION TO FURNISH COPIES You are authorized to furnish copies of these instructions,supplements, amendments, notices of cancellation and closing statements,to the Real Estate Broker(s)and Lender(s)named in this escrow. 10.RIGHT OF CANCELLATION Any party instructing you to cancel this escrow shall file notice of cancellation in your office in writing.You shall,within two(2)working days thereafter, deliver one (1) copy of such notice to each of the other parties at the addresses stated in this escrow. UNLESS WRITTEN OBJECTION TO CANCELLATION IS FILED IN ESCROW HOLDER'S OFFICE BY A PARTY WITHIN TEN (10) DAYS AFTER DATE OF SUCH DELIVERY, ESCROW HOLDER IS AUTHORIZED TO COMPLY WITH SUCH NOTICE AND DEMAND PAYMENT OF ITS' CANCELLATION CHARGES. If written objection is fled, Escrow Holder is authorized to hold all money and instruments in this escrow and take no further action until otherwise directed, either by the parties' mutual written instructions, or by final order of a court of competent jurisdiction. In the event of cancellation, the Escrow Holder may be awed cancellation fees andlor funds for costs incurred and may demand from any monies on deposit with the Escrow Holder, the sum necessary to pay all fees, services, and costs incurred in this escrow, per cancellation instructions. 11.PERSONAL PROPERTY No examination or insurance as to the amount or payment of personal property taxes is required unless specifically requested. By signing these General Provisions,the parties to the escrow hereby acknowledge that they are indemnifying the Escrow Holder against any and all matters relating to any "Bulk Sales" requirements and instruct Escrow Holder to proceed with the closing of escrow without any consideration of matter of any nature whatsoever regarding"Bulk Sales"being handled through escrow. 12,RIGHT OF RESIGNATION Escrow Holder has the right to resign upon written notice delivered to the principals herein. If such right is exercised, all funds and documents shall be returned to the party who deposited them, or Escrow Holder may,in its sole discretion,require signed mutual instructions from the principals,and Escrow Holder shall have no liability hereunder. 13.HAZARD INSURANCE POLICIES In the event financing is being obtained, Buyer/Borrower agrees to provide new or existing hazard insurance policy acceptable to their fender and to authorize payment of premium through escrow unless a paid receipt is provided to escrow. When no lender financing is involved, Escrow Holder is authorized and instructed to close this escrow transaction without proof of hazard insurance coverage covering the subject property. Buyer acknowledges they have agreed to obtain applicable hazard insurance on the real andlor personal property,outside of escrow. In doing so, Buyer hereby releases,relieves, indemnifies and holds Escrow Holder harmless with regard to any and all responsibility andlor liability in connection with any loss, damage andlor injury to Buyer andlor Buyer's property, as a result of,however not limited to,fire,theft,earthquake,flood andlor acts of God,now or in the future. Further,there shall be no responsibility upon the part of Escrow Holder to verify the policy of insurance provides adequate coverage needed nor ensure the policy or policies of insurance are issued and in effect after Close of Escrow.Escrow Holder has no obligation to renew hazard insurance polfcy(s) upon expiration or otherwise keep it in force either during or subsequent to the close of escrow. Cancellation of any existing hazard insurance policies is to be handled directly by the parties,and outside of escrow. General Provisions Printed: 07.14.26 @ 08:46 PM by SCA0000128.doc/Updated: 05.20.25 Page 2 CA-CW-FXFC-02620.206538-932605617 GENERAL PROVISIONS (continued) 14.CONFLICTS IN ESCROW INSTRUCTIONS;DISPUTES In the event Escrow Holder receives any conflicting instructions, notices, or demands, or is unable to close this escrow for any reason, in Escrow Holder's sole discretion and without any liability, and without concern over the merits of any disputes between the parties, Escrow Holder may take any action Escrow Holder deems appropriate, including resignation from the escrow, or taking no further action in this escrow until otherwise directed, either by the parties'mutual written instructions, or by final order of a court of competent jurisdiction. The parties,jointly and severally,will pay promptly on demand any costs,expenses and losses incurred by Escrow Holder in compliance with this instruction. Notwithstanding anything contained herein to the contrary, Escrow Holder shall not be liable to parties hereto,or any other party for the failure of Escrow Holder to comply with the conflicting or adverse instructions or demands of such parties. 15.ACTION IN INTERPLEADER The Parties hereto expressly agree that Escrow Holder has the absolute right to file an action in interpleader requiring the parties to answer and litigate their several claims and rights among themselves and Escrow Holder is authorized to deposit with the clerk of the court all documents and funds held in this escrow. In the event such action is filed, the parties jointly and severally agree to pay Escrow Holder's cancellation charges and costs, expenses and reasonable attorney's fees which Escrow Holder must expend or incur in such interpleader action,the amount thereof to be fixed and judgment therefore to be rendered by the court.Upon the filing of such action, Escrow Holder shall thereupon be fully released and discharged from all obligations imposed by the terms of this escrow or otherwise. 16.TERMINATION OF AGENCY OBLIGATION It there is no action taken on this escrow within six (6) months after the "time limit date" as set forth in the escrow instructions or written extension thereof, Escrow Holder's agency obligation shall terminate at its option and all documents, monies or other items held by Escrow Holder shall be returned to the parties depositing same. In the event of cancellation of this escrow,whether it be at the request of any of the parties or otherwise,the fees and charges due Escrow Holder,including expenditures incurred and/or authorized shall be bome equally by the parties hereto(unless otherwise agreed to specifically). 17.DELIVERY/RECEIPT Delivery to parties as used in these instructions unless otherwise stated herein is to be by hand in person to the party,regular mail,email,or fax to any of the contact information provided in these instructions. If delivered by regular mail receipt is determined to be seventy-two (72) hours after such mailing.All documents,balances and statements due to the undersigned may be delivered to the contact information shown herein.All notices, change of instructions, communications and documents are to be delivered in writing to the office of Escrow Holder as set forth herein. 18.FUNDS DISBURSED IN ERROR In the event funds are disbursed incorrectly by Escrow Holder for any reason,to the Buyer or Seller, each of the parties agrees to cooperate with Escrow Holder and to promptly return to Escrow Holder any excess funds mistakenly disbursed to such party UPON NOTIFICATION from Escrow Holder. If any legal action, arbitration or other proceeding is brought to collect such excess funds mistakenly disbursed, Escrow Holder shall be entitled to the recovery of any costs incurred. 19.STATEIFEDERAL CODE NOTIFICATIONS According to Federal Law,the Seller,when applicable, will be required to complete a sales activity report that will be utilized to generate a 1099 statement to the Internal Revenue Service. Pursuant to State Law, prior to the close of escrow,Buyer will provide Escrow Holder with a Preliminary Change of Ownership Report. In the event said report is not handed to Escrow Holder for submission to the County in which subject property is located, upon recording of the Grant Deed, Buyers acknowledge that the applicable fee will be assessed by said County and Escrow Holder shall debit the account of Buyer for same at close of escrow. 20.NON-RESIDENTALIEN Under FIRPTA(26 U.S.C.§1445),a disposition of a real property interest by a foreign person(the transferor or seller)is subject to income tax withholding under section 1445. It is the transferee's (Buyer) obligation to determine if the transferor (Seller) is a foreign person. If the transferor is a foreign person and Buyer fails to withhold, Buyer may be held liable for the tax. Buyer is notified Commonwealth Land Title Company has not determined whether FIRPTA withholding is due or not,nor collected documents or information to support an exemption. Commonwealth Land Title Company makes no assertion as to whether Buyer is required to withhold or not. Any information or forms provided by Commonwealth Land Title Company should not be considered tax or legal advice and only provided at the request of the Buyer and/or Seller. RIGHT TO SEEK LEGAL AND FINANCIAL ADVICE. DUE TO THE COMPLEXITY OF THE TAX LAWS, AND THE INTEREST AND PENALTY PROVISIONS THAT MAY BE ASSESSED, IT IS RECOMMENDED BUYER CONSULT WITH THEIR RESPECTIVE ATTORNEYS OR FINANCIAL ADVISORS AS TO THEIR OBLIGATIONS,IF ANY, PRIOR TO THE CLOSE OF ESCROW. 21.ENCUMBRANCES Escrow Holder is to act upon any statements furnished by a lienholder or his agent without liability or responsibility for the accuracy of such statements.Any adjustments necessary because of a discrepancy between the information furnished Escrow Holder and any amount later determined to be correct shall be settled between the parties directly and outside of escrow. General Provisions Printed: 07,14.26 @ 08:46 PM by SCA0000128.doc/Updated: 05.20,25 Page 3 CA CW-FXFC-02620.20S53a-932605617 GENERAL PROVISIONS (continued) Escrow Holder is authorized,without the need for further approval,to debit my account for any fees and charges that I have agreed to pay in connection with this escrow, and for any amounts that I am obligated to pay to the holder of any lien or encumbrance to establish the title as insured by the policy of title insurance called for in these instructions.If for any reason my account is not debited for such amounts at the time of closing,I agree to pay them immediately upon demand, or to reimburse any other person or entity who has paid them. 22.ENVIRONMENTAL ISSUES Escrow Holder has made no investigation concerning said property as to environmentalltoxic waste issues. Any due diligence required or needed to determine environmental impact as to forms of toxification, if applicable,will be done directly and by parties outside of escrow. Escrow Holder is released of any responsibility and/or liability in connection therewith. 23.USURY Escrow Holder is not to be concerned with any questions of usury in any loan or encumbrance involved in the processing of this escrow and is hereby released of any responsibility or liability,therefore. 24.DISCLOSURE Escrow Holder's knowledge of matters affecting the property,provided such facts do not prevent compliance with these instructions,does not create any liability or duty in addition to these instructions. 25.FACSIMILEIELECTRONIC SIGNATURE Escrow Holder is hereby authorized and instructed that, in the event any party utilizes electronic, or"facsimile"transmitted signed documents or instructions to Escrow Holder, Escrow Holder is to rely on the same for all escrow instruction purposes and the closing of escrow as if the documents bore original signatures. "Electronic Signature" means, as applicable, an electronic copy or signature complying with California Law. 26.CLARIFICATION OF DUTIES Escrow Holder serves ONLY as an Escrow Holder in connection with these instructions and cannot give legal advice to any party hereto. Escrow Holder is not to be held accountable or liable for the sufficiency or correctness as to form, manner of execution, or validity of any instrument deposited in this escrow, nor as to the identity, authority or rights of any person executing the same, nor to any non-party to the escrow. Escrow Holder's duties hereunder shall be limited to the proper handling of such money and the proper safekeeping of such instruments, or other documents received by Escrow Holder, and for the disposition of same in accordance with the written instructions accepted by Escrow Holder. The agency and duties of Escrow Holder commence only upon receipt of copies of these Escrow Instructions executed by all parties. - 27. FUNDS HELD IN ESCROW When the Escrow Holder has funds remaining in escrow over ninety(90) days after close of escrow or estimated close of escrow, Escrow Holder shall impose a monthly holding fee of Twenty-Five and No1100 Dollars($25.00)that is to be charged against the funds held by Escrow Holder. 28.ACTS OUTSIDE OF ESCROW Escrow Holder shall have no responsibility for any acts, agreements, or obligations between the parties performed outside of these escrow instructions or to any non-party. Escrow Holder's duties are strictly limited to those set forth in these escrow instructions and any mutually executed written amended instructions thereto. Escrow Holder shall have no liability in connection with any matter not expressly covered by these instructions. 29.STATUTE OF LIMITATIONS No action shall lie against Escrow Holder for any claim, loss, liability or alleged cause of action of any kind or nature whatsoever, unless brought within twenty-four (24) months after the close of escrow or any cancellation, transfer or termination of escrow for any reason whatsoever if the action is not brought within the herein mentioned twenty-four(24)month period such action will be forever barred. 30.DISCLOSURE REGARDING CAL.GOV.CODE 12966.2 As part of any real property transaction,you will be provided with a preliminary report covering the subject property for purposes of obtaining a title insurance policy. Documents referenced in such report may include possible unlawfully restrictive covenants. While discriminatory covenants have been illegal for decades, it is possible that historical documents may reflect such unlawfully restrictive covenants in the land records today. If, upon review,you find such a covenant and wish to request redaction of that document within the county land records,notify your real estate agent, escrow officer or title officer. They can provide the Restrictive Covenant Modification Form,which can be completed and submitted to the county recorder in accordance with California law. 31.LIMITED ENGLISH PROFICIENCY Borrowers who are limited in English proficiency in need of an interpreter or assistance translating the loan documents from English to another language should contact their lender or the Escrow Holder at (949)724-3140 as soon as possible in order for arrangements to be made. General Provisions Printed: 07.14.26 @ 08:46 PM by SCA0000128.doc1 Updated: 05.20.25 Page 4 CA-CW-FXFC-02620,2 0 6 538-9 326 05 6 1 7 GENERAL PROVISIONS (continued) THIS AGREEMENT IN ALL PARTS APPLIES TO, INURES TO THE BENEFIT OF, AND BINDS ALL PARTIES HERETO, THEIR HEIRS, LEGATEES, DEVfSEES, ADMINISTRATORS, EXECUTORS, SUCCESSORS AND ASSIGNS, AND WHENEVER THE CONTEXT SO REQUIRES THE MASCULINE GENDER INCLUDES THE FEMININE AND NEUTER, AND THE SINGULAR NUMBER INCLUDES THE PLURAL. THESE INSTRUCTIONS AND ANY OTHER AMENDMENTS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AS AN ORIGINAL AND BE EFFECTIVE AS SUCH. MY SIGNATURE HERETO CONSTITUTES INSTRUCTION TO ESCROW HOLDER OF ALL TERMS AND CONDITIONS CONTAINED IN THIS AND ALL PRECEDING PAGES AND FURTHER SIGNIFIES THAT I HAVE READ AND UNDERSTAND THESE GENERAL PROVISIONS. Commonwealth Land Title Company conducts escrow business under License No.2537-9 issued by the California Department of Insurance. IN WITNESS WHEREOF, the undersigned have executed this document on the date(s) set forth below. General Provisions Printed: 07.14.26 @ 08:46 PM by SCA0000128.doc/Updated: 05.20.25 Page 5 CA-CV:-FXFC-02620.20653a-932605617