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HomeMy WebLinkAboutAKOUBIAN, RUPERT-2015INSURANCE ON FILL A -2015 -209 WORK MAY PROCCEIS UNTIL INSURANCE E XPIRES CLERK OF COUNCIL. DATE- ci _ 2.8 ` t AGREEMENT OF PURCHASE AND SALE q ASSESSOR PARCEL NUMBER: 398 - 491 -40 THIS AGREEMENT of Purchase and Sale ( "Agreement "), dated September 15, 2015, is entered into by and between the CITY OF SANTA ANA, a California charter city and municipal corporation ( "Seller') and Rupen Akoubian, an individual ( "Buyer ") for the acquisition by Buyer of certain real property described below. 5J RECITALS i A. Seller owns certain real property commonly known as Orange County Assessor Parcel (APN) No. 398 - 491 -40, located at 510 East Second Street, in the City of Santa Ana, County of Orange, State of California, adjacent to the Orange County Auto Parts business located at 515 East First Street, Santa Ana, and a parking lot located at 506 ° East Second Street, Santa Ana, both of which are owned by Buyer. Buyer desires to r3t purchase a fee interest in such real property owned by Seller as more particularly described V and depicted in Exhibit "A ", attached hereto and made part hereof ( "Property ") and Seller desire to sell the Property. B. The Seller owned portion of the Propertywas retained when the Property was originally deeded to private ownership in 1989. A copy of the Grant Deed forAPN No. 398 - 491 -40, filed with the County of Orange as Document No. R120378921, is attached hereto as Exhibit "B" and is incorporated herein by this reference. C. The Seller has reviewed its records and concluded that the Seller portion of the Property is not needed for public purposes. Seller has determined that the Property constitutes "exempt surplus land" as defined by Government Code section 54221 because the Property is smaller than the square footage size thresholds found in Government Code section 54221(e)(2), and not subject to such Government Code provisions per Government Code section 54222.3. E. The parties desire by this Agreement to provide the terms and conditions for the purchase and sale of the Property. AGREEMENT The parties therefore agree as follows: PURCHASE Buyer agrees to buy, and Seller agrees to sell and convey, the Property for the purchase price and upon the terms and conditions hereinafter set forth. 2. ESCROW Upon execution of this Agreement by all parties, the parties shall open an escrow ( "Escrow ") with FIRST AMERICAN TITLE ( "Escrow Holder') at its offices located at 4 First American Way, Santa Ana, CA 92707, forthe purpose of consummating the purchase and sale of the Property, as described herein. The date on which Escrow is opened with Escrow Holder shall be referred to as the "Effective Date." The parties shall execute and deliver to Escrow Holder such escrow instructions prepared by Escrow Holder, as may be required to consummate the transaction contemplated by this Agreement. If there is any inconsistency between such instructions and this Agreement, this Agreement shall control unless the parties expressively agree in writing otherwise. The Escrow instructions shall include the following terms and conditions of sale: 2.1 Purchase Price The total purchase price forthe Property shall be the sum of Forty - Thousand Dollars ($40,000.00) ( "Purchase Price "). (a) Escrow Deposit Within five (5) days of the Effective Date, Buyer shall deposit FIVE THOUSAND) ($6,000) ( "Escrow Deposit ") in cash with the Escrow Holder. Such Escrow Deposit shall be credited towards the Purchase Price paid to Seller as provided in this Agreement. (b) Closing Payment The Purchase Price, as adjusted by the application of the Escrow Deposit and by the proration and credits specified herein, shall be paid by Buyer to Seller in cash at the Close of Escrow (the amount to be paid under this Section 2.1(b) being herein called the "Closing Payment'). (c) Independent Consideration Escrow Holder shall pay a portion of the Escrow Deposit in the amount of One - Hundred Dollars ($100.00) (the "Independent Consideration ") to Seller upon the earlier to occur of the Close of Escrow (as defined below) or the termination of this Agreement for any reason. The Independent Consideration constitutes bargained -for consideration for this Agreement and Buyer's rights under Section 2.6(d) and is expressly acknowledged to be adequate. The obligation of Buyer to pay the Independent Consideration to Escrow Holder, and the obligation of Escrow Holder to pay the same to Seller, are unconditional and shall survive any termination of this Agreement. 2.2 Close of Escrow If Buyer does not exercise its right to terminate this Agreement under Section 2.6(d) prior to the expiration of the Due Diligence Period (as defined below), then Escrow shall close on the fifth (5t) business day following the expiration of the Due Diligence Period (the "Close of Escrow "). If Escrow is not in a condition to close by Close of Escrow, Escrow shall be closed as soon as possible thereafter. 2.3 Condition of Title to Property Seller shall cause the conveyance of title to the Property to Buyer as evidenced by a Binder of Title Insurance ( "Title Policy ") issued by FIRST AMERICAN TITLE (the "Title Company ") in an amount equal to the Purchase Price. The Title Policy shall show as exceptions with respect to the Property only matters approved in writing by Buyer, which approval shall be delivered in writing by Buyer to Seller prior to the expiration of the Due Diligence Period. Buyer shall in addition have approved in writing the legal description of the Property to be set forth in the Title Policy prior to the expiration of the Due Diligence Period. 2.4 Escrow and Closing Costs Buyer shall pay the cost of the Title Policy, the Escrow Fees and all documentary transfer fees and recording fees, as may be applicable, and all other costs and expenses incurred related to the purchase of the Property by Buyer. If applicable, Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs "). Seller shall pay all other costs and expenses incurred by Seller related to the sale of the Property. 2.5 Deposit of Funds and Documents (a) Priorto Close of Escrow, Buyer shall deposit into Escrow (i) the Escrow Deposit, (ii) all escrow and Closing Costs as described above; (iii) the Closing Payment; (iv) such other documentation as is necessary to close Escrow; provided, however, that Buyer shall not be required to deposit the Closing Payment until Buyer has been notified by Escrow Holder that (i) Seller has delivered to Escrow Holder each of the documents and instruments to be delivered by Seller in connection with the sale of the Property, (ii) Title Company is irrevocably and unconditionally committed to issue and deliver the Title Policy, and (iii) the only impediment to Close of Escrow is delivery of such amount by or on behalf of Buyer. (b) Prior to the Close of Escrow, Seller shall deposit into Escrow (i) the properly executed grant deed for conveyance of the Property to Buyer; (ii) a duly executed bill of sale, assignment and assumption agreement from Sellerwith respect to the tangible and intangible personal property included in the Property; and (iii) such other documents and sums, if any, as are necessary to close Escrow in conformance herewith. 2.6 per's Conditions Precedent to Close of Escrow The obligation of Buyer to purchase the Property as contemplated by this Agreement and the Close of Escrow is subject to satisfaction of each of the following conditions: (a) All representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of the Close of Escrow; (b) Seller shall timely perform all obligations required bythe terms of this Agreement to be performed by it; (c) The irrevocable and unconditional written agreement of Title Company to record the grant deed at the Close of Escrow and to issue to Buyer the Title Policy effective as of the date and time the deed is recorded; 3 (d) Buyer shall have until 5:00 p.m. (Pacific time) on, October 15, 2015 (the period beginning on the date hereof and ending on such date being herein called the "Due Diligence Period ") within which to perform and complete all of Buyer's due diligence examinations, reviews and inspections of all matters pertaining to the Property, including all leases and service contracts, all physical, environmental and compliance matters and conditions respecting the Property ( "Due Diligence Investigations "), During the term of this Agreement, Seller shall provide Buyer with reasonable access to the Property, as further set forth below, and to its files relating to the Property upon advance notice. At any time on or before the last day of the Due Diligence Period, Buyer may, in its absolute and sole discretion, for any reason or no reason, give written notice (the "Termination Notice ") to Seller electing to terminate this Agreement, whereupon a condition to Buyer's obligation to close shall not be satisfied and this Agreement, and the obligations of the parties hereunder, shall terminate (other than those obligations that expressly survive a termination of this Agreement). If Buyer fails to deliver the Termination Notice to Seller prior to the expiration of the Due Diligence Period, then Buyer shall have no further right to terminate this Agreement pursuant to this Section 2.6(d). 2.7 Seller Conditions Precedent to Close of Escrow For the benefit of Seller, the Close of Escrow shall be conditioned upon the timely performance by Buyer of all obligations required by the terms of this Agreement. 2.8 License to Enter Property During Due Diligence Period Seller licenses the Buyer and its contractors to enter the Property for the purpose of undertaking the Due Diligence Investigations as the Buyer deems necessary and appropriate. The license given.in this Section 2.8 shall only be effective until the earlier of: (1) the Closing Date, (ii) the termination of this Agreement, or (iii) the date of any Termination Notice provided hereunder. The Buyer shall conduct all Due Diligence Investigations during the Due Diligence Period at its sole cost and expense. The Buyer shall abide by any reasonable condition(s) of entry onto the Property required by Seller, whether or not set forth in this Agreement. Any Due Diligence Investigations by the Buyer shall not unreasonably disrupt any then - existing use or occupancy of the Property. (a) Limitations. The Buyer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, without Seller's prior written consent. Following the conduct of any Due Diligence Investigations on the Property, the Buyer shall restore the Property to substantially its condition prior to the conduct of such Due Diligence Investigations. (b) Indemnity. Buyer agrees to indemnify, defend and hold the Seller, and its officers, employees and agents, harmless from and against all actual damages, Judgments, costs, expenses and fees arising from or related to any act or omission of Buyer in performing its Due Diligence Investigations under this Agreement (excluding discovery of any pre - existing conditions at the Property). 19 (c) Insurance. Prior to any entry upon the Property by or on behalf of Buyer, Buyer (at Buyer's sole cost and expense) shall provide Seller with a certificate of Buyer's liability insurance policy designating Seller as an additional insured, The foregoing certificate shall evidence that Buyer has obtained a policy or policies of comprehensive general liability and property damage insurance against loss, damage or liability for injury to or death of any person, or loss or damage to property occurring in or about the Property. Such insurance shall include comprehensive general liability coverage for bodily injuryand property damage in the amount of at least $1,000,000.00 combined single limit, and shall include automobile liability coverage for bodily injury and property damage in the amount of at least $1,000,000.00 combined single limit. The foregoing policyor policies shall contain a provision that such policy or policies will not be cancelled, reduced in coverage, renewed or otherwise amended in any manner until at least thirty (30) days prior written notice has been given to Seller. Buyer shall see that insurance coverage as provided in this paragraph is maintained throughout the duration of Buyer's right of entry onto the Property. 3. REPRESENTATIONS AND WARRANTIES OF PARTIES 3.1 Representation and Warranties of Seller Seller makes the following representations and warranties with respect to the Property, each of which shall survive Close of Escrow: (a) The execution and delivery of this Agreement by Seller, Seller's performance hereunder, and the consummation of the transaction contemplated herebywill not constitute a violation of any order or decree or result in the breach of any contract or agreement to which Seller is at present a party or by which Seller is bound; and (b) To Seller's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the environmental, health and safety aspects of the Property is pending, proposed or threatened; and (c) Seller will not enter into any agreements or undertake any new obligations prior to Close of Escrow which will in any way burden, encumber or otherwise affect the Property without the prior written consent of the Buyer; and (d) Seller, as a government agency, has not been subject to real property tax assessment on the property. Transfer of Title to buyer at the Close of Escrow will subject the Property to an assessment from the Orange County Office of the Assessor and shall be the obligation of the Buyer henceforth; and (e) Seller is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, rules and regulations) upon or under the Property. Seller warrants and represents to Buyer that Seller is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the Property. 5 3.2 Representations and Warranties of Buyer Buyer makes the following representations and warranties with respect to the Property, each of which shall survive Close of Escrow. (a) The execution and delivery of the Agreement by Buyer, Buyer's performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which Buyer is at present a party or by which Buyer is bound; and (b) No other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. 4. ACKNOWLEDGEMENT OF FULL BENEFITS 4.1 By execution of this Agreement, Seller hereby acknowledge that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for damages, interest, loss of goodwill, severance damages, or any other compensation or benefits otherthan as already expressly provided for in this Agreement, it being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property. 4.2 This Agreement arose out of Buyer's efforts to acquire the Property. This Agreement does not, and shall not be constructed to require Sellerto indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on said Property. REMEDIES If Seller defaults under this Agreement, then Buyer may, as Buyer's sole and exclusive remedy under this Agreement by reason of such default, terminate the Escrow and receive a return of the Escrow Deposit (less the Independent Consideration) as full compensation and liquidated damages under and in connection with this Agreement, and in such event, Seller shall not be liable to Buyer for monetary damages except for full payment of said amount. If Buyer defaults under this Agreement, then Seller may, as Seller's sole and exclusive remedy under this Agreement by reason of such default, terminate the Escrow and the Escrow Deposit shall be delivered to Seller as full compensation and liquidated damages under and in connection with this Agreement, and in such event, Buyer shall not be liable to Seller for monetary damages except for full payment of the amount of the Escrow Deposit due at the time of termination and forfeiture of said Escrow Deposit to the Seller. 161 S. RIGHT OF POSSESSION Seller hereby grants Buyer and its representatives, agents, consultants and contractors, physical and legal possession of the Property effective as of the Close of Escrow. AS IS CONDITION Buyer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the Property with regard to any physical condition or state of the Property. By completing the purchase of the Property following its Due Diligence Investigations, Buyer evidences its unconditional acceptance of the condition of the Property. Buyer acknowledges and agrees that Buyer is purchasing the Property on an "AS -IS," "WHERE - IS" basis. Buyer is not offering to purchase the property based on any representation by Seller or Seller's agent except those expressly set forth in Section 3.1. Buyer hereby acknowledges that the purchase of the Property is without warranties of any kind from Seller, expressed or implied, except as expressly set forth in Section 3.1, as to the condition of the Property or its improvements, if any, including, without implied limitation, soils, access to the Property or to utilities, appliances, structure utility systems, roof, foundation, landscaping or any other component of the Property. Seller does not warrant that the Property conform with any ordinances, including, without implied limitation, zoning or building ordinances. 8. MISCELLANEOUS 8,1 Notice Any notice to be given or other document or documents to be delivered to either party by the other hereunder may be delivered (a) in person, (b) by overnight courier, (c) by facsimile or as a PDF or similar attachment to an email (provided that such facsimile or email attachment shall be followed within one (1) business day by delivery of such notice pursuant to clause (a), (b) or (d)), or (d) by United States Mail in the State of California, duly registered or certified, with postage prepaid, and addressed as follows: Seiler: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Executive Director, CDA Buyer: Rupen Akoubian NAPA Auto Parts 515 E. First Street Santa Ana, CA 92701 7 Any notice or other document sent by personal delivery, overnight courier or registered or certified mail as aforesaid shall be considered to have been effectively served or delivered on the day of actual delivery (whether accepted or refused) as evidenced by printed confirmation if by facsimile (provided that if any notice or other communication to be delivered by facsimile or email attachment as provided above cannot be transmitted because of a problem affecting the receiving party's facsimile machine or computer, the deadline for receiving such notice or other communication shall be extended through the next business day), as shown by the addressee's return receipt if by certified mail, and as confirmed bythe courierservice if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non - business day, then such notice orcommunication so made shall be deemed effective on the first business day after the day of actual delivery. 8.2 Time of Essence Time is of the essence with respect to each and every provision hereof. 8.3 Assignment Neither this Agreement, nor any interest herein, shall be assignable by any party without prior written consent of the other, non - assigning party hereto. 8.4 Governinq Law All questions with respect to this Agreement, and rights and liabilities of the parties hereto, shall be governed by the laws of the State of California. Venue shall be in the County of Orange. 8.5 Inurement Subject to the restrictions against assignment as herein contained, this Agreement shall inure to the benefit of and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto. 8.6 Attorney Fees In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement orthe breach thereof, the prevailing party shall be entitle to recover from the other party reasonable expenses, attorney fees and costs. 8.7 Entire Agreement The Agreement contains the entire Agreement of the Buyer parties hereto, and supersedes any priorwritten ororal agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties hereto, relating to the subject matter contained in this Agreement which are not fully expressed herein. 8.8 Additional Documents All parties hereto agree to execute any and all additional documents and instruments necessary to carry out the terms of this Agreement. 8.9 No Merger All warranties, representations, acknowledgements, releases, covenants and obligations contained in this Agreement shall survive delivery and recordation of the grant deed. 8.10 Authority to Execute Agreement The persons executing this Agreement and the instruments referenced herein on behalf of Buyer and Seller hereby represent and warrant that such persons have the right, power and authority to bind Buyer and Seller, respectively. 8.11 Counterparts This Agreement may be signed in counterpart or duplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signed original for all purposes. [SIGNATURES oN NEXT PAGE] SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE ASSESSOR PARCEL NUMBER: 398- 491.40 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SELLER: CITY OF SANTA ANA, a California charter city and municipal corporation By: David avazos City Manager ATTEST: By: c^)—I� &u Maria Huizar City Clerk RUPEN AKOUBIAN, an individual By; Rupef Akoubianf 0 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY All right, title and interest of Seller in and to that certain real property located in the City of Santa Ana, Orange County, California, described as follows: PARCEL A: LOTS 5 AND 6 OF " JENNINGS & FOSTERS ADDITION TO SANTA ANA ", AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGE 75 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. PARCEL B: THAT PORTION OF THAT CERTAIN ALLEY, AS SHOWN ON A MAP OF "JENNINGS & FOSTERS ADDITION TO SANTA ANA" RECORDED IN BOOK 12, PAGE 75 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AKJOINING LOTS 5 AND 6 OF SAID JENNIGS & FOSTERS ADDITION TO SANTA ANA, AS VACATED BY THAT CERTAIN RESOLUTION NO. 77 -26 OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 28, 1977, IN BOOK 12086, PAGE 1808 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA AND RE- RECORDED APRIL 18, 1977, IN BOOK 12152, PAGE 1265 OF SAID OFFICIAL RECORDS, THAT LIES NORTHERLY OF THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID LOT 6 AND SOUTHERLY OF A LINE THAT IS PARALLEL WITH AND SOUTHERLY 30.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID LOT 6. APN 398 - 491 -40 together with all easements, rights -of -way, and appurtenances benefiting such land ( "Land "), and all improvements, structures and fixtures now or on the Close of Escrow located upon the Land. 11 EXHIBIT "B" ORANGE COUNTY RECORDER DOCUMENT NO. R120378921 [attached behind this page) 12 (Page 1 of 4) When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 FREF. RECORDING REQUESTED BY THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. APN: 398 - 491 -40 Recorded in Official Records, Orange County Tom Daly, Clerk- Recorder NQ FEE Iilllllllllllllllllllillllllillllllll�lllllllllllllllllllllllllllllllllllll 2012000378921 3:50 pM 07103112 217 413 Q01 4 0.00 0.00 0.00 0.00 9.00 0.00 0.00 0.00 SPACE ABOVE THIS LINE FOR RECORDER'S QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the City of Santa Ana as Successor Agency to the former Community Redevelopment Agency ("Successor Agency "), does hereby remise, release and quitclaim to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, all rights, title and interest to the real property, including any fixtures and equipment appurtenant thereto, located in the City of Santa Ana, County of Orange, State of California. SEE LEGAL DESCRIPTION EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF \I v,. CITY OF SANTA ANA AS SUCCESSOR AGENCY Dated: cs i Z" STATE OF CALIFORNIA COUNTY OF On personally appeared 614_� By: Paul M. Walters City Manager, City of Santa Ana )SS. I before me, who proved to me on the basis of satisfactory evidence to be the persons) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in halher /their authorized capaciv(les), and that by ho/her/their signature(s) on the instrument the person(s), or the entity upon behalf orwhich the person(s) acted, executed the instrument - I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. This area for official notarial seal (Paq 2 of 6) Exhibit "A" Legal Description Parcel A: Lots 5 and 6 of "Jennings & Fosters addition to Santa Ana ", as shown on a map recorded in Book 12, Page 75 of Miscellaneous records of Los Angeles County, California. Parcel B: That portion of that certain alley, as shown on a map of "Jennings & Fosters addition to Santa Ana" recorded in Book 12, Page 75 of Miscellaneous records of Los Angeles County, California, adjoining Lots 5 and 6 of said Jennings & Fosters addition to Santa Ana, as vacated by that certain Resolution No. 77 -26 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 28, 1977, in Book 12086, Page 1808 of Official Records of Orange County, California and re- recorded April 18, 1977, in Book 12152, Page 1265 of said Official Records, that lies Northerly of the Easterly prolongation of the Southerly line of said Lot 6 and Southerly of a line that is parallel with and Southerly 30.00 feet, measured at right angles, from the Easterly prolongation of the Northerly line of said Lot 6. APN:398- 491 -40 (Page 3 0£ 4) CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange SS, On July 3 2012 before me, L.J. Ortiz, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, personally appeared __ Paul M. Walters ] L. J. ORTI2 7 Commission 0 1040409 < - :_ Notary Public - California a Z - Orange County ROM Comm. Expires May 30, 2013 Name(M 0 Sign >rsl who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal. Place Notary Seal Above ature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: None Capacity(ies) Claimed by Signer(s) Signer's Name: Paul M. Walters ❑ Individual ❑ Corporate Officer— Title(s). ❑ Partner - - ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. City Manager Signer is Representing; City of Santa Ana as Successor Agency (Page 4 a£ 4) ATTACHMENT TO DEED CERTIFICATE OF ACCEPTANCE Government Code Section 27281 This is to certify that the interest in real property conveyed by the Deed from the Grantor, to the City of Santa Ana, a charter city and municipal corporation, is hereby accepted by the undersigned officer or agent on behalf of the City of Santa Ana, pursuant to authority conferred by an adopted resolution of the City of Santa Ana, and the Grantee consents to recordation thereof by its duty authorized officer or agent. By: <12i � Paul Walters City Manager Y"''. WA I Date: i-1— I - "•it. F THIS IS A TRUE CERTIFIED COPY OF THE RECORD IF IT BEARS THE SEAL AND SIGNATURE OF THE ORANGE COUNTY CLERK - RECORDER, DATE: Scp 0 4 20}15 — Tc) CERTIFICATION FEE: COUNTY CLERK - RECORDER U o 91 0 ORANGE COUNTY STATE OF CALIFORNIA Al °® CERTIFICATE OF LIABILITY INSURANCE 9/21/20 5 Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Tashjian Insurance Agency, Inc. 109 N. Ivy Ave., Suite S Monrovia CA 91016 CONTACT Viken Tashjian NAME: PHONE (626)357 -4566 FAX No:(626)357 -5037 aooalESS:vl @tashinsure.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Travelers Casualty Insurance Cc 19046 INSURED The Akoubian Revocable Living Trust UDT 5/10/2004 515 E Ist St. Santa Ana CA 92701 INSURER B: INSURER C: INSURER D: INSURERE: $ 2,000,000 INSURER F: X COMMERCIAL GENERAL LIABILITY COVERAGES CERTIFICATE NUMBER:CL1431900188 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE R POLICYNUMBER POLICY EFF MMDD YY POLICY EXP MMDD YYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES E. occurrence) $ 300,000 A CLAIMS -MADE OCCUR X 6805096X276 4/1 /2015 /1/2016 MED EXP(Any one person) $ 5,000 PERSONAL B ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMPIOPAGG $ 4,000,000 X POLICY PRO LOC POT $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per persan) S ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Peraccident) $ PROPERTY DAMAGE ereccident $ NON -OWNED HIRED AUTOS AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEC RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN WCSTATU- GTR- E ANY PROPRIETOR/PARTNER/EXECUTIVE E. L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? ❑ NIA E.L. DISEASE- EA EMPLOYE $ (Mandatory in NH) If yss, doscribs undar DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT 1 $ A BUILDING COVERAGE 6805096X276 4/1/2015 4/1/2016 SPECAL FORM $1,587,952 REPLACEMENT COST DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED di", SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF SANTA ANA ACCORDANCE WITH THE POLICY PROVISIONS. Viken Tashjian /VBT °"�— "--� -u�- -- @010 1051 n 1988 -2010 ACORD CORPORATION. All rights reserved. INSn25 owna61 n1 TMn ArnRn.o and Irmo am rnnie6nrud mark. nF arnRn A' °r CERTIFICATE OF LIABILITY INSURANCE 9 /21 /2015Yyl THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Tashjian Insurance Agency, Inc. 109 N. Ivy Ave., Suite B Monrovia CA 91016 CONTACT Viken Tashjian PHONE (626)357 -4566 PAX .(626)35'! -503'1 aooaess:vl@tashinsure.com INSURERS AFFORDING COVERAGE NAIC It INSURERA'Mass Bay 22306 INSURED ORANGE COUNTY AUTO PARTS, INC. 515 E FIRST ST SANTA ANA CA 92701 INSURER B INSURER C: INSURER D: INSURER E $ 2,000,000 INSURER F: X COMMERCIAL GENERAL LIABILITY COVERAGES CERTIFICATE NUMBER:CL1432400193 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INES LTR TYPE OF A R D POLICY NUMBER POLICY SEE MMIODIYYYY POLICY EXP (MMIDDNWYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PREASESOEa ace EDnco $ 300,000 A CLAIMS -MADE 1XI OCCUR X DD39497616 4/1/2015 /1/2016 MED EXP(Any one person) $ 5,000 PERSONAL &ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGO $ 4,000,000 T POLICY 7 PRO- LOC ECT $ OMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ ANYAUTO F ALL OWNED SCHEDULED BODILY INJURY (Per er.dent) $ AUTOS PROPERTY DAMAGE Ppraccident $ NONAWNED HIRED AUTOS AUTOS X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 A EXCESS LIAB CLAIMS -MADE DED X RETENTION $ D39497616 4/1/2015 4/1/2016 WORKERS COMPENSATION WC - STATLL OTH O YS TB AND EMPLOYERS'LIABILITY YIN E.L. EACH ACCIDENT $ ANY PROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ NIA E.L. DISEASE- EA EMPLOYEE $ (Mandatory In NH) If yea, desorm, under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $ A BUSINESS PROPERTY OD39497616 4/1/2015 4/1/2016 SPECIAL FORM $1,229,317 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED. �J CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010105) ©19882010 ACORD CORPORATION. All rights reserved. IN51025oninnimn1 TH. ArnOn nom. ..A Inns oro rorvi.for.d un—1 . ni Arnnn SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF SANTA ANA AUTHORIZED REPRESENTATIVE Viken Tashjian /VBTf- .e..°_ ACORD 25 (2010105) ©19882010 ACORD CORPORATION. All rights reserved. IN51025oninnimn1 TH. ArnOn nom. ..A Inns oro rorvi.for.d un—1 . ni Arnnn ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company _ a lle e S Thi4 endorsement modify s such insurance as is afforded by the provisions of Policy #l%trelating to the following: I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benctit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) / Effective CO- this endorsement form as a part of Policy Issued to e /f_f/�y/ i /��( l!iG,�e�Lvi Ir J fn,_�/ ✓S% Named Insured Countersigned by 41rr`— z yy _-- Authorized Representative A- 2015 -209 When recorded, please mail this instrument and tax statements to: Rupen Akoubian 515 E. First Street Santa Ana, CA 92701 ------------------------------------------------------------------------------------------------------------- - - - - -- GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, does hereby grant to RUPEN AKOUBIAN fee simple title to the real property located at 510 E. Second Street, in the City of Santa Ana, County of Orange, State of California, described as follows: THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED IN "EXHIBIT A" ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE. ATTEST: Maria D. Huizar Clerk of the Council CITY OF SANTA ANA David Czv azos City Manager CALIFORNIA ALL - PURPOSE ACKNOWLEDGEMENT 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 Orange) On October 21, 2015 before me, Maria D. Huizar, Notary Public personally appeared David Cavazos City Manager , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. rMAPIA D. HUIZAR Commission # 1974202 _ .� m.. Notary Public - California Orange County M Comm. Expires Apr 5, 2016 CAPACITY CLAIMED BY SIGNER ❑ Individual(s) _ ❑ Corporate ❑ Officers Title(s) El Partner(s) ❑ General Partner of a Limited ❑ Partnership ❑ Attorney -in -Fact ❑ Trustee (s) ❑ Subscribing Witness ❑ Guardian /Conservator ❑ Other: WITNESS my hand and official seal. Signature z? (Seal) SIGNER IS REPRESENTING: THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: GRANT DEED 510 E. SECOND STREET SANTA ANA CA NUMBER OF PAGES: DATE OF DOCUMENT: SIGNER (S) OTHER THAN NAMED ABOVE: EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY All right, title and interest of Seller in and to that certain real property located in the City of Santa Ana, Orange County, California, described as follows: PARCEL A: LOTS 5 AND 6 OF " JENNINGS & FOSTERS ADDITION TO SANTA ANA ", AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGE 75 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. PARCEL B: THAT PORTION OF THAT CERTAIN ALLEY, AS SHOWN ON A MAP OF "JENNINGS & FOSTERS ADDITION TO SANTA ANA" RECORDED IN BOOK 12, PAGE 75 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AKJOINING LOTS 5 AND 6 OF SAID JENNIGS & FOSTERS ADDITION TO SANTA ANA, AS VACATED BY THAT CERTAIN RESOLUTION NO. 77 -26 OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 28, 1977, IN BOOK 12086, PAGE 1808 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA AND RE- RECORDED APRIL 18, 1977, IN BOOK 12152, PAGE 1265 OF SAID OFFICIAL RECORDS, THAT LIES NORTHERLY OF THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID LOT 6 AND SOUTHERLY OF A LINE THAT IS PARALLEL WITH AND SOUTHERLY 30.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID LOT 6. APN 398 - 491 -40 together with all easements, rights -of -way, and appurtenances benefiting such land ( "Land "), and all improvements, structures and fixtures now or on the Close of Escrow located upon the Land. First Ainerican ride City of Santa Ana Attn: Executive Director, CDA 20 Civic Center Plaza Santa Ana, CA 92702 Re: 510 East Second Street, Santa Ana, CA 92701 Dear Valued Customer: First American Title Company 4 First American Way Santa Ana, CA 92707 (714)250 -4958 Fax- (714)913 -6358 October 08, 2015 File No: OSA- 5013727 (EDR) Congratulations on your recent property transaction referenced above. First American Title Company will be handling your transaction. Your escrow officer is Erin Reardon and can be reached at (714)250 -4958. The fax number is (714)913 -6358. Please do not hesitate to call at any time during your transaction. PLEASE COMPLETE IN FULL, SIGN AND RETURN THE DOCUMENTS SO MARKED. KEEP MARKED COPIES ENCLOSED FOR YOUR RECORDS. In order to avoid costly delays in processing and closing your escrow, it is important that you complete the enclosed documents in full and return them to us as soon as possible. Should you have any questions or need further assistance, please contact your Escrow Officer at the number shown above. We appreciate the opportunity to serve you. Sincerely, Erin Reardon Escrow Officer ereardon@firstam.com EDR /EDR .w`n. First American 77de tiIw �f . First American Title Company 4 First American Way Santa Ana, CA 92707 (714)250 -3000 Fax - (714)913 -6770 ESCROW INSTRUCTIONS: ACCEPTANCE OF AGREEMENT To: First American Title Company, Escrow Holder File No.: OSA- 5013727 (EDR) Erin Reardon, Escrow Officer Date: October 08, 2015 Estimated Closing Date: October 20, 2015 Purchase Price: 40,000.00 Re: 510 East Second Street, Santa Ana, CA 92701 ( "Property") Rupen Akoubian ( "Buyer ") City of Santa Ana ( "Seller ") The undersigned parties hand First American Title Company ( "Escrow Holder "), that certain document entitled AGREEMENT OF PURCHASE AND SALE ASSESSOR PARCEL NUMBER 398 - 491 -40 dated September 15, 2015 ( "Agreement ") executed by and between City of Santa Ana and Rupen Akoubian, (together the "Parties'. Escrow Holder is hereby requested to accept the Agreement as its initial escrow instructions and to act as escrow agent for the Parties in accordance with the terms and conditions contained in said document. The Parties specifically acknowledges that the consummation of this escrow is contingent upon compliance with some or all of the executory terms and provisions of the Agreement, and that the Parties to the Agreement are and shall be the sole persons entitled to and authorized to determine whether all of said executory terms and provisions due to be performed prior to the close of escrow have been met or complied with prior to such close. Accordingly, the Parties hereby agree that prior to the scheduled close of escrow they shall each deposit with Escrow Holder a written instruction or acknowledgement specifying that all the executory terms and provisions of the Agreement, insofar as the same pertain to each said party respectively and any obligation of Escrow Holder relative thereto, have been fully met or complied with, or are waived. Further, each party shall specifically release Escrow Holder from all liability, if any, which it may have in connection with this escrow because of any party's failure to meet or comply with any such executory term or provision of the Agreement, prior to close of escrow. Deposit of written instruction or acknowledgement with Escrow Holder shall constitute each said party's specific authorization to close this escrow. General provisions of Escrow Holder are hereby incorporated in the Agreement. To the extent that the Agreement contains any provisions inconsistent with or contrary to the General Provisions, the Agreement shall remain as the agreement of the parties thereto but Escrow Holder shall be guided by the terms of their General Provisions. Funds Held Fee Agreement If funds remain in escrow on the date which is 90 days after close of escrow (or in the event escrow has not closed, 90 days after the estimated closing date set forth in these instructions) then a monthly funds held fee of $25.00 shall accrue for each month or fraction of a month thereafter that the funds, or any portion thereof, remain in escrow. Escrow Holder is authorized to deduct the monthly funds held fee directly from the funds held on a monthly, or other periodic basis (i.e. quarterly, semi - annually, etc.). By signing below, the parties acknowledge and agree to pay these sums to compensate you for your administration, monitoring, accounting, reminders and other notifications and processing of the funds so held in accordance with this funds held fee agreement. Page 1 of 2 BUYER: Rupen Akoubian SELLER: The City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California Name: Its Authorized Signer Title: Page 2 of 2 Escrow General Provisions - REVISED NOVEMBER 24, 2014 Use of Escrow Holder's services after receipt of these provisions constitutes acceptance of the terms. Please read for general information about the escrow process. 1. SPECIAL DISCLOSURES: A. DEPOSIT OF FUNDS & DISBURSEMENTS Unless directed in writing to establish a separate, interest - bearing account together with all necessary taxpayer reporting information, all funds shall be deposited in general escrow accounts in a federally insured financial institution including those affiliated with Escrow Holder ( "depositories "). All disbursements shall be made by Escrow Holder's check or by wire transfer unless otherwise instructed in writing. The Good Funds Law (California Insurance Code 12413.1) mandates that Escrow Holder may not disburse funds until the funds are, in fact, available in Escrow Holder's account. Wire transfers are immediately disbursable upon confirmation of receipt. Funds deposited by a cashier's or certified check are generally available on the next banking day following deposit. Funds deposited by a personal check and other types of instruments may not be available until confirmation from Escrow Holder's bank which can vary from 2 to 10 days. B. DISCLOSURE OF POSSIBLE BENEFITS TO ESCROW HOLDER As a result of Escrow Holder maintaining its escrow accounts with the depositories, Escrow Holder may receive certain financial benefits such as bank services, accommodations, loans, credits or other business transactions from the depositories which shall accrue to the sole benefit of Escrow Holder and Escrow Holder shall have no obligation to account to the parties to this escrow for the value of any such benefits. C. ADDITIONAL FEES FOR THIRD PARTY SERVICES Escrow Holder may incur additional costs for services performed by third parties. The fees charged by Escrow Holder for such services including, but not limited to, wire transfers, overnight deliveries, messenger or other third party services may include a mark up over the direct cost to Escrow Holder of such services. D. METHOD TO DELIVER PAYOFF TO LENDERS /LIENHOLDERS To minimize the amount of interest due on any existing loan or lien, Escrow Holder will deliver the payoff funds to the lender /lienholder as soon as Escrow Holder is able after confirmation of recordation /close of escrow and as demanded by the lender /lienholder using (a) personal delivery, (b) wire transfer, or (c) overnight delivery service, unless otherwise directed in writing by the affected party. Certain payments such as home equity line of credit payoffs ( "HELOCS ") may require additional time to process. 2. "CLOSE OF ESCROW " /PRORATIONS & ADJIUSTMENTS The term "close of escrow" means the date on which documents are recorded. All prorations and /or adjustments shall be made to the close of escrow based on the number of actual days, unless otherwise instructed in writing. 3. CONTINGENCY PERIODS (Applies only when property being transferred) Escrow Holder shall not be responsible for monitoring contingency time periods between the parties. The parties shall execute such documents as may be requested by Escrow Holder to confirm the status of any such periods. 4. REPORTS a. Preliminary Report - Escrow Holder has neither responsibility nor liability for any title search that may be performed in connection with the issuance of a preliminary report. b. Other Reports -As an accommodation, Escrow Holder may agree to transmit orders for inspection, termite, disclosure and other reports if requested, in writing or orally, by the parties or their agents. Escrow Holder shall deliver copies of any such reports as directed. Escrow Holder is not responsible for reviewing such reports or advising the parties of the content of same. 5. INFORMATION FROM AFFILIATED COMPANIES Escrow Holder may provide the parties' information to and from its affiliates in connection with the offering of products and services from these affiliates. 6. RECORDATION OF DOCUMENTS Escrow Holder is authorized to record documents delivered through escrow which are necessary or proper for the issuance of the requested title insurance policy(ies). Buyer will provide a completed Preliminary Change of Ownership Report form ( "PCOR "). If Buyer fails to provide the PCOR, Escrow Holder shall close escrow and charge Buyer any additional fee incurred for recording the documents without the PCOR. Escrow Holder is released from any liability in connection with same. THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. © 2014 First American Title Insurance Company and /or its affiliates. Page 1 of 5 All rights reserved. NYSE: FAF 7. PERSONAL PROPERTY TAXES No examination, UCC search, insurance as to personal property and /or the payment of personal property taxes is required unless otherwise instructed in writing. 8. REAL PROPERTY TAXES Real property taxes are prorated based on the most current available tax statement from the tax collector's office. Supplemental taxes may be assessed as a result of a change in ownership or completion of construction. Adjustments due either party based on the actual new tax bill issued after close of escrow or a supplemental tax bill will be made by the parties outside of escrow and Escrow Holder is released of any liability in connection with such adjustments. 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. Escrow Holder is not responsible for same. 9. CANCELLATION OF ESCROW (Applies only when property being transferred) Any party desiring to cancel this escrow shall deliver written notice of cancellation to Escrow Holder. Within a reasonable time after receipt of such notice, Escrow Holder shall send by regular mail to the address on the escrow instructions, one copy of said notice to the other party(ies). Unless written objection to cancellation is delivered to Escrow Holder by a party within 10 days after date of mailing, Escrow Holder is authorized, at its option, to comply with the notice and terminate the escrow. If a written objection is received by Escrow Holder, Escrow Holder is authorized, at its option, to hold all funds and documents in escrow (subject to the Funds Held in Escrow fee) and to take no other action until otherwise directed by either the parties' mutual written instructions or a final order of a court of competent jurisdiction. If no action is taken on this escrow within 6 months after the closing date specified in the escrow instructions, Escrow Holder's obligations shall, at its option, terminate. Upon termination of this escrow, the parties shall pay all fees, charges and reimbursements due to Escrow Holder and all documents and remaining funds held in escrow shall be returned to the parties depositing same. 10. CONFLICTING INSTRUCTIONS & RELATED DISPUTES If Escrow Holder becomes aware of any conflicting demands or claims concerning this escrow, Escrow Holder shall have the right to discontinue all further acts on Escrow Holder's part until the conflict is resolved to Escrow Holder's satisfaction. Escrow Holder has the right at its option to file an action in interpleader requiring the parties to litigate their claims /rights. If such an action is filed, the parties jointly and severally agree (a) to pay Escrow Holder's cancellation charges, costs (including the Funds Held in Escrow fee) and reasonable attorneys' fees, and (b) that Escrow Holder is fully released and discharged from all further obligations under the escrow. If an action is brought involving this escrow and /or Escrow Holder, the party(ies) involved in the action agree to indemnify and hold the Escrow Holder harmless against liabilities, damages and costs incurred by Escrow Holder (including reasonable attorney's fees and costs) except to the extent that such liabilities, damages and costs were caused by the negligence or willful misconduct of Escrow Holder. 11. FUNDS HELD IN ESCROW When funds remain in escrow over 90 days after either close of escrow or estimated close of escrow, a monthly holding fee of $25 shall be imposed by Escrow Holder that is to be charged against the funds held. 12. USURY Escrow Holder is not to be concerned with usury as to any loans or encumbrances in this escrow and is hereby released of any responsibility and /or liability therefore. 13. AMENDMENTS TO ESCROW INSTRUCTIONS (Applies only when property being transferred) Any amendment to the escrow instructions must be in writing, executed by all parties and accepted by Escrow Holder. Escrow Holder may, at its sole option, elect to accept and act upon oral instructions from the parties, If requested by Escrow Holder the parties agree to confirm said instructions in writing as soon as practicable. The escrow instructions as amended shall constitute the entire escrow agreement between the Escrow Holder and the parties hereto with respect to the subject matter of the escrow. THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. © 2014 First American Title Insurance Company and /or its affiliates. Page 2 of 5 All rights reserved. NYSE: FAF 14. FIRE, HAZARD OR LIABILITY INSURANCE POLICIES In all matters relating to fire, hazard or liability insurance, Escrow Holder may assume that each policy is in force and that the necessary premium has been paid. Escrow Holder is not responsible for obtaining fire, hazard or liability insurance, unless Escrow Holder has received specific written instructions to obtain such insurance prior to close of escrow from the parties or their respective lenders. 15. COPIES OF DOCUMENTS; ELECTRONIC SIGNATURES; AUTHORIZATION TO RELEASE Escrow Holder is authorized to rely upon copies of documents, which include facsimile, electronic, NCR, or photocopies as if they were an originally executed document. Escrow Holder may agree to accept electronically signed documents from a platform or program approved by Escrow Holder. If requested by Escrow Holder, the originals of such documents and /or original signatures shall be delivered to Escrow Holder. Escrow Holder may withhold documents and /or funds due to the party until such originals are delivered. Documents to be recorded MUST contain original signatures. Escrow Holder may furnish copies of any and all documents to the lender(s), real estate broker(s), attorney(s) and /or accountant(s) involved in this transaction upon their request. Delivery of documents by escrow to a real estate broker or agent who is so designated in the purchase agreement shall be deemed delivery to the principal. 16. EXECUTION IN COUNTERPART The escrow instructions and any amendments may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute the same instruction. 17. TAX REPORTING, WITHHOLDING & DISCLOSURE (Applies only when property being transferred) The parties are advised to seek independent advice concerning the tax consequences of this transaction, including but not limited to, their withholding, reporting and disclosure obligations. Escrow Holder does not provide tax or legal advice and the parties agree to hold Escrow Holder harmless from any loss or damage that the parties may incur as a result of their failure to comply with federal and /or state tax laws. WITHHOLDING OBLIGATIONS ARE THE EXCLUSIVE OBLIGATIONS OF THE PARTIES. ESCROW HOLDER IS NOT RESPONSIBLE TO PERFORM THESE OBLIGATIONS UNLESS ESCROW HOLDER AGREES IN WRITING. A. TAXPAYER IDENTIFICATION NUMBER REPORTING Federal law requires Escrow Holder to report seller's social security number or tax identification number (both numbers are hereafter referred to as the "TIN "), forwarding address, and the gross sales price to the Internal Revenue Service ( "IRS "). To comply with the USA PATRIOT Act, certain taxpayer identification information (including, but not limited to, the TIN) may be required by Escrow Holder from certain persons or entities involved (directly or indirectly) in the transaction prior to closing. Escrow cannot be closed nor any documents recorded until the information is provided and certified as to its accuracy to Escrow Holder. The parties agree to promptly obtain and provide such information as requested by Escrow Holder. B. 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). THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. © 2014 First American Title Insurance Company and /or its affiliates. Page 3 of 5 All rights reserved. NYSE: FAF 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: 1. The sale price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000). 2. 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. 3. 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 fling 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. C. FEDERAL WITHHOLDING & REPORTING Certain federal reporting and withholding requirements exist for real estate transactions where the seller (transferor) is a non - resident alien, a non - domestic corporation, partnership, or limited liability company; or a domestic corporation, partnership or limited liability company controlled by non - residents; or non - resident corporations, partnerships or limited liability companies. D. TAXPAYER IDENTIFICATION DISCLOSURE Federal and state laws require that certain forms include a party's TIN and that such forms or copies of the forms be provided to the other party and to the applicable governmental authorities. Parties to a real estate transaction involving seller - provided financing are required to furnish, disclose, and include the other party's TIN in their tax returns. Escrow Holder is authorized to release a party's TINS and copies of statutory forms to the other party and to the applicable governmental authorities in the foregoing circumstances. The parties agree to hold Escrow Holder harmless against any fees, costs, or judgments incurred and /or awarded because of the release of their TIN as authorized herein. THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. © 2014 First American Title Insurance Company and /or its affiliates. Page 4 of 5 All rights reserved NYSE: FAF General Provisions Acknowledgement Page File No. OSA- 5013727 The undersigned acknowledge receipt of Escrow Holder's Escrow General Provisions and our signatures below deem our approval of the provisions. Buyer /Borrower Rupen Akoubian Seller The City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California , Z . -T: By: Name: Its Authorized Sign Title: THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. © 2014 First American Title Insurance Company and /or its affiliates. Page 5 of 5 All rights reserved. NYSE: FAF nk Fq,r d ' Y " First American Tithe FirstAmerican Title Company 4 First American Way, Santa Ana, CA 92707 (714)250 -3000 Fax - (714)913 -6770 To: First American Title Company Erin Reardon, Escrow Officer Re: 510 East Second Street, Santa Ana, CA 92701 ( "Property") Seller: City of Santa Ana File No.: OSA- 5013727 (EDR) Date: October 08, 2015 1099 -S INPUT FORM for IRS Reporting Why is this form required? Seller(s) of real property are required by law to provide the real estate reporting entity with your correct Social Security/Taxpayer Identification Number ( "SSN /TIN "). By not providing your real estate reporting entity with your correct SSN/TIN, you may be subject to civil or criminal penalties imposed by law under the Tax Reform Act of 1986 under Internal Revenue (IRS) Code Section 6045(E), 6676, 6722, 6723 and 7203. Each Seller must complete a separate 1099 -S Input Form. Domestic corporations are exempt from reporting, Husband and wife who file a ioint tax return should complete only one 1099 -S Input Form with one social security number. Social Security Number Name /Entity (for IRS Reporting of SSN or TIN) Forwarding Street Address (after closing): Attn: Executive Director, CDA 20 Civic Center Plaza City Santa Ana State CA Zip Code 92702 Country USA 1. What is your percentage or amount of ownership /sales price in the property? 19100% ❑ Other % or $ (If other than 100% - see question #2 to name other owners) 2. If your answer to question #1 is not 100%, you must provide the Name /Entity for IRS Reporting of other owners and their Ownership Percentage or Amount. • Name /Entity for reporting Ownership % or $ • Name /Entity for reporting Ownership % or $ • Name /Entity for reporting Ownership % or $ Under penalties of perr tff Lfy tha •the above information is correct, YourSignatur / PL FASFNOTFTHATPOOP- CTNP/LTFnPM4mtiCTRF6lLRMTTTFn FnP All CFF/FPC For Escrow Use Only — Additional File Information [ ] Change [ ] Void [ ] Delete No. of 1099 -5 Farms required for this fie? [ j Is Name /Entity Party .'N.,- Recard' Seller? [ ] Type Is'. [ ] H/W or Indlvidual [ ] Tmst/ausiness Is Property part of an Exchange? [ ] YES [ ] NO For Escrow Use Only — Required for Y099 -S Ei Entry Only (No entry in FAST) [ j Add Contract Sales Price Buyer's Part of Real Estate Tax Actual Settlement Date Change Delete nn .'o"— Region: California FAST Office: 3002 (545) (EDR) SELLER'S CERTIFICATION OF NON - FOREIGN STATUS UNDER FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ( "FIRPTA ") (26 U.S.C. 1445) File No: OSA- 5013727 October 08, 2015 All items in this form must be completed by each seller. All sellers must have a taxpayer identification number (TIN) even if sellers CANNOT provide this certification and FIRPTA withholding must be done. A TIN is not an indication that the seller is a resident alien or U.S. Citizen. 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 (seller) is a foreign person. THIS SECTION FOR INDIVIDUAL TRANSFEROR; EACH SELLER MUST COMPLETE AND SIGN ADD SIGNATURE LINES OR MAKE COPIES FOR EACH SELLER TO COMPLETE: To inform the transferee (buyer) that withholding of tax is not required upon my disposition of a U.S. real property interest, the undersigned seller hereby certifies the following: 1. I AM ( ) AM NOT( ) a nonresident alien for purposes of U.S. income taxation (if you are a nonresident alien, withholding will be done unless another exemption applies); 2. My U.S. Taxpayer Identification (Social Security) Number is ; 3. My home address is I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement I have made here could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and completer_ Date City of Santa Ana THIS SECTION FOR ENTITY TRANSFEROR: For U,S, tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by the undersigned, the undersigned hereby certifies the following on behalf of Transferor: 1. Transferor IS ( ) IS NOT ( ) a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations) (if you are a foreign entity, withholding will be done unless another exemption applies); 2. Transferor IS ( ) IS NOT ( ) a disregarded entity as defined in Section 1.1445 - 2(b)(2)(iii); 3. Transferor's U.S. employer identification number is ; 4. Transferor's office address is Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined 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. Date City of Santa Ana CLTA Preliminary Report Form (Rev. 11/06) ph, fibpyl1 Eirst American T1tl Order Number: OSA- 5013727 Page Number: 1 First American Title Company 4 First American Way Santa Ana, CA 92707 Order Number: OSA- 5013727 (bdaa) Escrow Officer: Erin Reardon Phone: (714)250 -4958 Fax No.: (714)913 -6358 E -Mail: ereardon @firstam.com Title Officer: Bob Davies / Ashley Aegerter Phone: (714)250 -3094 Fax No.: (714)913 -6388 E -Mail: octitle2 @firstam.com E -Mail Loan Documents to: Lenders please contact the Escrow Officer for email address for sending loan documents. Buyer: Akoubian Property: 510 East Second Street Santa Ana, CA 92701 PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it Is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. RistAmerican Title Page 1 of 12 Order Number: OSA- 5013727 Page Number: 2 Dated as of September 22, 2015 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To Be Determined A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: The City of Santa Ana, a Charter City and Municipal Corporation duly organized under The Constitution and Laws of The State of California, subject to item no. 3 The estate or interest in the land hereinafter described or referred to covered by this Report is: FEE The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2015 -2016 are exempt. 2. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 3. The effect of a document entitled "QUITCLAIM DEED ", recorded July 03, 2012 as INSTRUMENT NO. 12- 378921 OF OFFICIAL RECORDS. THE REQUIREMENT THE DOCUMENT IS RE- RECORDED TO INCLUDE A COMPLETE AND CORRECT LEGAL DESCRIPTION. 4. Water rights, claims or title to water, whether or not shown by the public records. 5. Rights of parties in possession. First American Title Page 2 of 12 Order Number: OSA- 5013727 Page Number: 3 INFORMATIONAL NOTES Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction. The property covered by this report is vacant land. 2. According to the public records, there has been no conveyance of the land within a period of twenty -four months prior to the date of this report, except as follows: None 3. We find no open deeds of trust. Escrow please confirm before closing. The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. First American Title Page 3 of 12 Order Number: OSA- 5013727 Page Number: 4 LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: THAT PORTION OF LOT 5 OF "JENNINGS AND FOSTER'S ADDITION TO SANTA ANA" AS SHOWN ON A MAP RECORDED IN BOOK 12 PAGE(S) 75 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 5; THENCE SOUTHERLY 40.00 FEET ALONG THE EAST LINE OF SAID LOT 5; THENCE SOUTHWESTERLY 24.00 FEET ALONG A LINE PARALLEL WITH THE NORTH LINE OF SAID LOT 5; THENCE NORTHERLY 30.00 FEET ALONG A LINE PARALLEL WITH SAID EAST LINE OF LOT 5 TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 20.00 FEET; THENCE NORTHWESTERLY AN ARC DISTANCE OF 10.47 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 300 00' 00" TO A POINT ON THE NORTH LINE OF SAID LOT 5; THENCE EASTERLY 26.68 FEET ALONG SAID NORTH LINE OF SAID LOT 5 TO THE POINT OF BEGINNING. UVIMII.RbS']CS17 FirstAmerican Title Page 4 of 12 Order Number: OSA- 5013727 Page Number: 5 L E n n x 3 x vi i n - S � t � t � ' W t 4 i i i � M _ sy h i m M 9133N1S o73 /�'dV0 � a .9 ` o �— X `133N1S s g o O_ 0 Q i O 1336115 AVOV77VH. •� L E n n x 3 x vi i n - S � t � t � ' W t 4 i i i r N rb R .- a O J �g O � M _ sy h i �— X `133N1S r N rb R .- a O J �g O AYON,JI// — I 1� QW 4W2 X40 omo NOO ¢mU Y O4V mop ¢R� w D ZzzZ12QryN O p $ 133H1S A�VO kt Fe,O ch�1�:5f O x u q 0k � M AYON,JI// — I 1� QW 4W2 X40 omo NOO ¢mU Y O4V mop ¢R� w D ZzzZ12QryN O p $ 133H1S A�VO kt Fe,O ch�1�:5f O x u q 0k FirstAmerican Title Page 5 of 12 m x _ r FirstAmerican Title Page 5 of 12 m x Order Number: OSA- 5013727 Page Number: 6 NOTICE Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub - escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible. FirstAmeiican Title Page 6 of 12 .p PAYABLE TO: BANK: ADDRESS: ACCOUNT NO: Order Number: OSA- 5013727 Page Number: 7 first American 1`711c INCOMING DOMESTIC WIRE INSTRUCTIONS First American Title Company First American Trust, FSB First American Title Company 4 First American Way Santa Ana, CA 92707 (714)250 -4958 5 First American Way, Santa Ana, CA 92707 19111814A 1.101111101 ROUTING NUMBER: 122241255 PLEASE REFERENCE THE FOLLOWING: PROPERTY: 510 East Second Street, Santa Ana, CA 92701 FILE NUMBER: OSA- 5013727 (EDR) PLEASE USE THE ABOVE INFORMATION WHEN WIRING FUNDS TO First American Title Company. FUNDS MUST BE WIRED FROM A BANK WITHIN THE UNITED STATES. PLEASE NOTIFY YOUR ESCROW OFFICER AT (714)250 -4958 OR ereardon @firstam.com WHEN YOU HAVE TRANSMITTED YOUR WIRE. IF YOUR FUNDS ARE BEING WIRED FROM A NON -U.S. BANK, ADDITIONAL CHARGES MAY APPLY PLEASE CONTACT YOUR ESCROW OFFICER /CLOSER FOR INTERNATIONAL WIRING INSTRUCTIONS AN ACH TRANSFER CANNOT BE ACCEPTED FOR CLOSING. BECAUSE IT IS NOT THE SAME AS A WIRE AND REQUIRES ADDITIONAL TIME FOR CLEARANCE, FIRST AMERICAN TRUST CONTACT INFO: Banking Services 1- 877 - 600 -9473 ALL WIRES WILL BE RETURNED IF THE FILE NUMBER AND /OR PROPERTY REFERENCE ARE NOT INCLUDED With cyber crimes on the increase, it is important to be ever vigilant. If you receive an e -mail or any other communication that appears to be generated from a First American employee that contains new, revised or altered bank wire instructions, consider it suspect and call our office at a number you trust. Our bank wire instructions seldom change. First American Title Page 7 of 12 Order Number: OSA- 5013727 Page Number: 8 EXHIBIT A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) CLTA /ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02- 03 -10) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portlons of any law or government regulation concerning: (a) building; (d) improvements on the Land; (b) zoning; (e) land division; and (c) land use; (f) environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described In Covered Risk 17. 4. Risks: (a) that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; (b) that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; (c) that result In no loss to You; or (d) that Orst occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. Failure to pay value for Your Title. Lack of a right: (a) to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and (b) In streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state Insolvency, or similar creditors' rights laws. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A, Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1% of Policy Amount or $2,500.00 (whichever is less) $10,000.00 Covered Risk 18: 1% of Policy Amount or $5,000.00 (whichever is less) $25,000.00 Covered Risk 19: 1% of Policy Amount or $5,000.00 (whichever is less) $25,000.00 Covered Risk 21: 1% of Policy Amount or $2,500.00 (whichever is less) $5,000.00 ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against lass, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: (a) and use (b) improvements on the land (c) and division (d) environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: First American Title Page 8 of 12 Order Number: OSA- 5013727 Page Number: 9 (a) a notice of exercising the right appears in the public records on the Policy Date (b) the taking happened prior to the Policy Date and Is binding on you if you bought the land without knowing of the taking 3. Title Risks: (a) that are created, allowed, or agreed to by you (b) that are known to you, but not to us, on the Policy Date -- unless they appeared In the public records (c) that result in no loss to you (d) that first affect your title after the Policy Date -- this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not remit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POLICY (06- 17 -06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (Including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion Ila) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or S. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed In writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting In no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage, 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing - business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth -In- lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: L (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. First American Title Page 9 of 12 Order Number: OSA- 5013727 Page Number: 10 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY (06- 17 -06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (Including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (1) the occupancy, use, or enjoyment of the Land; (il) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 or 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown In Schedule A, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (h) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records, 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. S. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: FirstAmencan Title Page 10 of 12 Order Number: OSA- 5013727 Page Number: 11 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the Inability or failure of an Insured to comply with applicable doing - business laws of the state where the Land is situated. 5. Invalidity or unenforceabillty in whole or In part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth -in- lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of Invalidity, unenforceabllity or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy, This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. FirstAmerican Title Page 11 of 12 Order Number: OSA- 5013727 Page Number: 12 First American Title a_, Privacy information We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain Information, We undastand that you may be concerned about what we will do with such Information - particularly any personal or financial information, We agree that you have a right to know haw we will utilize the personal information you provide to us, Therefore, together with our subsldlarles we have adopted this Privacy Policy to govern the use and handling of your personal Information. Applicability This Privacy Policy governs our use of the Information that you provide to us. It does not govern the manner In which we may use Information we have obtained from any other source, such as information obtained from a public record or from another person or entity, First American has also adopted broader guidelines that govern our use of personal information regardless of Its source. First American [alts these guidelines Its Fair Information Values. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal Informatlon that we may tolled include: • Information we receive from you on applications, forms and in other communications In us, whether In writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer retarding agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such Information indeFlnitely, Including the period after which any customer relationship has ceased. Such Information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal Information listed above to one or more of our affiliated companies. Such affiliated companies Include financial servlce providers, such as title insurers, property and casualty insurers, and ti st and investment advisory companies, or companies Involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we called, as descrlbed above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial Institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized partles have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that Information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your Information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal Information, Information Obtained Through Our Web Site First American Financial Corporation is sensitive to privacy issues on the Internet. We believe It Is Important you know how we treat the information about you we receive an the Internet. In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers tolled the domain names, not the e-mail addresses, of visitors. This information Is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this Information to measure the use of our site and to develop ideas to improve the content of our site. These are times, however, when we may need information from you, such as your name and small address. When information Is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal Information we called Is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile Information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above. Business Relationships Fast American Financial Corporation's she and its affiliates' sites may contain links to other Web sites. While we by to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites. Cookies Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive. FirstAnn cam uses stored cookies. The goal of this technology Is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience. Fair Information Values Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy. Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity , We actively support an open public record and emphasize its importance and contribution to our economy, Use We believe we should behave reponslbly when we use Information about a consumer In our business. We will obey the laws governing the collalmom use and dissemination arcane, Accuracy We will take reasonable steps to help assure the accumry of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate Information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections. Education We endeavor to educate the users of our products and services, our employees and others in our Industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to tolled and use information In a responsible manner. Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain. Form 50-PRIVACY (9/1110) Page 1 of 1 Privacy Information (2001 -2010 First American Financial Corporation) First American Title Page 12 of 12