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HomeMy WebLinkAbout09 - Jamboree Rd. at MacArthur Right of Way Acquisition AgreementsCITY • - - a� NEWPORT A i r_ity, t oun, H Staff Report Agenda Item No. 9 April . TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Stephen G. Badum, Public Works Director 949- 644 -3311, sbadum newportbeachca.gov PREPARED IBY: Andy Tran, Senior Civil Engineer APPROVED: A TlITLE: Jamboree Road Improvements at MacArthur Blvd. - Approval of Right -of -Way Acquisition Settlement Agreements ABSTRACT: In order to construct the Jamboree Road Improvements at MacArthur Blvd. project, portions of real property is required from three adjacent properties. Staff successfully negotiated and reached an agreement with all three property owners. Fully executed Settlement Agreements with each property owner are needed to proceed with escrow and record the real property transactions. In addition, a separate Settlement Agreement with the community association is needed to address the replacement of the two existing tenant signs. RECOMMENDATVONS: Approve four (4) Settlement Agreements with the three affected property owners and the community association for the acquisition of real property for the Jamboree Road Improvements at MacArthur Boulevard project and authorize the Mayor and City Clerk to execute the Settlement Agreements and Certificates of Acceptance. 2. Authorize staff to open four (4) escrow accounts to make the necessary payments to complete the transaction. FUNDING REQUIREMENTS: The current adopted budget includes sufficient funding for this purchase. It will be expensed to the Measure M Competitive account in the Public Works Department, 7284- C2002019. Jamboree Road Improvements at MacArthur Blvd. - Approval of Right -of -Way Acquisition Settlement Agreements April 10, 2012 Page 2 DISCUSSION: This project is located on Jamboree Road between Bristol Street North and Fairchild Road in the cities of Newport Beach and Irvine. The project involves widening the east side of Jamboree Road at the MacArthur Boulevard intersection to accommodate one additional northbound thru lane and one additional southbound left turn lane. According to the City's General Plan, traffic volumes at this intersection are forecasted to increase in the future, which will reduce the Level of Service (LOS) during peak hour traffic. The completion of this project will improve the LOS to an acceptable level. Additional public right -of -way is required for this project. Portions of real property will be acquired from each of the following three (3) properties: 1. 19752 MacArthur Blvd., South Coast Thrift and Loan (APN 445 - 132 -09) 2. 19742 MacArthur Blvd., Bates Johnson Building, Ltd. (APN 445 - 132 -11) 3. 19712 MacArthur Blvd., CIP Centerpointe 1236, LLC (APN 445 - 132 -18) An exhibit showing the proposed right -of -way acquisitions and temporary construction easements is attached. In addition to the above real property acquisitions, a separate Settlement Agreement with CIP Community Association ( "Association ") is needed to address the replacement of two existing tenant signs. Property appraisals were completed on June 30, 2010. Initial offers were presented to the property owners and Association on September 2, 2010, and reflected the just compensations shown on the appraisals. After several months of negotiations with the property owners, City staff reached a tentative agreement on the offer amount. During the May 10, 2011, Closed Session meeting, City Council authorized staff to proceed with the right -of -way acquisition for a total price of $579,600. A summary of the fund distribution is shown below: Property Address /Association Amount 19752 MacArthur Blvd. $138,600 19742 MacArthur Blvd. $156,000 19712 MacArthur Blvd. $246,500 CIP Community Association $38.500 Total $579,600 Jamboree Road Improvements at MacArthur Blvd. - Approval of Right -of -Way Acquisition Settlement Agreements April 10, 2012 Page 3 With support from the City of Irvine, City staff was successful in applying for Orange County Transportation Authority (OCTA) Measure M competitive funds. The majority of the engineering design services, right -of -way acquisition and construction costs will be funded by the OCTA Measure M Comprehensive Transportation Funding Program. In additional to the fund amounts shown above, staff anticipates needing approximately $8,000 to pay for escrow fees and other miscellaneous fees associated with these four transactions. Upon receiving payment demand from the escrow company, funds will be deposited into escrow accounts. Surplus funds will be refunded to the City upon close of escrow. This project is located in both Newport Beach and Irvine. City staff coordinated with Irvine staff throughout the design process. The proposed partial right -of -way acquisition is in the City of Irvine. Upon completion of construction, the newly acquired right -of -way will be quit - claimed to the City of Irvine. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ( "CEQA ") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. As part of the planning and design phase, an Initial Study /Mitigated Negative Declaration was prepared and circulated for review. A Notice of Determination was filed and recorded with Orange County on October 29, 2010. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Jamboree Road Improvements at MacArthur Blvd. - Approval of Right -of -Way Acquisition Settlement Agreements April 10, 2012 Page 4 Submitted by: Z61Stephen G. Ba um Public Works Director Attachments: A. Project Location Map B. Right -of -way Exhibit C. Four (4) Settlement Agreements (2 originals each) with Certificates of Acceptance for Easement Deeds and for Temporary Construction Easements �\ I � I� v P O G\ /G ADDITIONAL < g LANDSCAPED MEDIANS p 0 rr AO O s S'T,Q r 0 > rL0 PROJECT LOCATION y o \ � e � 9 \ o u v 3 6 !fir CITY OF NEWPORT BEACH JAMBOREE ROAD IMPROVEMENTS PUBLIC WORKS DEPARTMENT BRISTOL STREET NORTH TO FAIRCHILD ROAD DATE09 /17/081 SCALE N.T.S SHT 1 OF t DRAWN JJ I Ci -4071 �� �� MOM, �C a- 6 „y (P) R/W (E) R/W NEWPORT BEACH 4 ~' GRAPHIC SCALE 80 0 BO 240 SCALE 1° = 80' i i (P) TCE-/ .. (P) R/W-/ 19782 MACARTFUR BLVD 74742 MACARTHIR BLVD 19712 MACARTF(ii BLVI APN 446-152 -009 APN 445-132- Oil APN 44132 -0� R/W -2,417 8F R/W -2,738 SF R/W -4,290 SF TCE -4,169 SF TCE -,545 SF TCE =7,496 SF } LEGEND h W H a WF� W + RICHT -OF -WAY (RM ACQUISITION AREAS TEMPORARY CONSTRUCTION EASEMENT (TCD (P) PROPOSED to D1STING VA Consulting, Inc. CITY OF NEWPORT BEACH JAMBOREE ROAD WIDENING PROJECT 6(99 9AC C K S M 150 (949) 474-1100 lEL R/W AND TICE AREAS CON9ULt1AG IRVN5.. C 94616 19491 261 -6462 FAY ip, APN: 445 - 132 -09 (First California Bank) TITLE REPORT NO: Orange Coast Title, Order # 1029787 -32 PROJECT: Jamboree Road Improvements — Bristol Street North to Fairchild Road SETTLEMENT AGREEMENT FOR ACQUISITION OF REAL PROPERTY INTERESTS AND JOINT ESCROW INSTRUCTIONS This SETTLEMENTAGREEMENT FORACQUISITION OF REAL PROPERTY INTERESTS AND JOINT ESCROW INSTRUCTIONS ( "Agreement ") is entered into this Zak day of irIA�C�/ 2012 by and between the City of Newport Beach, a Municipal Corporation (hereinafter called "Buyer') and First California Bank, a California banking corporation (hereinafter called "Seller ") for acquisition by Buyer of certain real property and interests in real property hereinafter set forth. RECITALS WHEREAS, Buyer desires to acquire certain easements and all of Seller's rights, interests and title in and to a portion of Seller's real property for the Jamboree Road Improvements — Bristol Street North to Fairchild Road Project ( "Project "). The real property interests to be acquired herein are more particularly described in the following attached Exhibits: Easement Deed (for street, sidewalk, and other right -of -way purposes) with legal description and plat map attached, and Certificate of Acceptance, which shall be in the form of Exhibit 1 attached hereto and incorporated by reference herein (the "Easement Deed "); and ii. Temporary Construction Easement (for construction purposes) with legal description and plat map attached, and Certificate of Acceptance, which shall be in the form of Exhibit 2 attached hereto and incorporated by reference herein (the "Temporary Construction Easement "); and WHEREAS, Seller desires to sell to Buyer the above described real property interests; and WHEREAS, Buyer has established an amount believed to be just compensation for such property interests and has advised Seller of the basis for its determination of just compensation; and WHEREAS, Seller has accepted Buyer's offer as fair and just compensation for such property interests and acknowledges such compensation is no less than fair market value; and WHEREAS, Seller acknowledges and agrees that Buyer only intends to proceed with this acquisition of Seller's Property and the Project if Buyer is able to simultaneously acquire those portions of Assessor Parcel Numbers 445- 132 -11 and 445 - 132 -18 necessary to complete the Project; and WHEREAS, the Easement Deed and the Temporary Construction Easement conveying such property interests have been executed and delivered to Orange Coast Title Company, which has agreed to act as Escrow Agent pursuant to this Agreement for the benefit of both Buyer and Seller. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND LEGAL SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE FOREGOING RECITALS ARE HEREBY INCORPORATED IN THIS AGREEMENT BY REFERENCE AND IT IS MUTUALLY FURTHER AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 2* A0-- 1. AGREEMENT TO SELLAND PURCHASE. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement (hereinafter called "Agreement'), all that certain real property and easements (hereinafter collectively "Property ") situated in the City of Irvine, County of Orange, State of California, and legally described as follows: SEE EXHIBIT 1 AND EXHIBIT 2 ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF 2. PURCHASE PRICE. The total purchase price of the Property, which includes the value of the land and improvements thereon and compensation for the Temporary Construction Easement described in Section 3.2, payable in cash through escrow, shall be the sum of One Hundred Thirty -Eight Thousand and Six Hundred Dollars ($138,600.00) (the "Purchase Price "). 3. CONVEYANCE OF TITLE. 3.1. Seller agrees to convey to Buyer at the close of escrow hereunder by the Easement Deed in the form of Exhibit 1, certain real property interests to the real property described therein, free and clear of all recorded liens, encumbrances, assessments, easements, leases, and taxes EXCEPT: a. Non - delinquent real property taxes and assessments for the fiscal year in which this transaction closes which shall be cleared and paid by Buyer in the manner required by Sections 4986 and 5082.1 of the Revenue and Taxation Code, if unpaid at the close of this transaction. Buyer and Seller agree that any real property taxes and assessments for the Property for the fiscal year in which this transaction closes shall be prorated between Buyer and Seller as of the date of close of escrow hereunder pursuant to a written proration statement provided to Escrow Agent and approved by Buyer and Seller in writing. In addition, Buyer and Seller further agree regarding real property taxes and assessments with respect to the Property as follows: Any unpaid real property taxes and assessments attributable to the period prior to the close of escrow hereunder shall be paid by Seller as and when due, and any refund of such real property taxes and assessments attributable to the period prior to the close of escrow hereunder that have been paid by Seller, if any, shall be refunded to Seller. In addition, any non- delinquent real property taxes and assessments attributable to the period on and after the close of escrow hereunder shall be cleared and paid by Buyer in the manner required by Sections 4986 and 5082.1 of the Revenue and Taxation Code and assessments attributable to the period on or after the close of escrow hereunder that have been paid by Seller, if any, shall be refunded to Seller, any refund of such real property taxes and assessments attributable to the period on or after the close of escrow hereunder that have been paid by Buyer, if any, shall be refunded to Buyer. b. Quasi - public utility, public alley, public street easements, and rights of way of record (except rights in any such items conveyed under this Agreement). c, ALL of the items shown as exceptions to title in the above referenced preliminary title report issued by Orange Coast Title Company dated March 1, 2012, a copy of which is attached hereto as Exhibit 3 and incorporated by reference herein (the "Preliminary Report"). 3.2. Seller further agrees to convey to Buyer at the close of escrow hereunder by the Temporary Construction Easement in the form of Exhibit 2, certain real property 1NAPN interests in, on, over and above the portion of the Seller's Property depicted on the attached Exhibit 2 and incorporated herein by this reference. 4. TITLE INSURANCE POLICY. Escrow Agent shall, following the recording of the Easement Deed attached hereto as Exhibit 1 and the Temporary Construction Easement attached hereto as Exhibit 2, provide the Buyer with a CLTA Standard Coverage Policy of Title Insurance in the amount of $138,600.00 issued by Orange Coast Title Company showing the title to the real property identified in Exhibit 1 vested in Buyer, subject only to the exceptions set forth in Section 3.1 of this Agreement and the printed exceptions and stipulations in such policy. Buyer agrees to pay the premium charged for such policy. 5. ESCROW. Buyer and Seller agree to open an escrow in accordance with this Agreement with Orange Coast Title Company ( "Escrow Agent'). Buyer and Seller acknowledge and agree that Buyer will also be entering into separate escrows pursuant to the separate agreements between (a) Buyer and Bates Johnson Building, Ltd, a California Limited Partnership, (b) Buyer and CIP Centerpointe 1236 LLC, a Delaware limited liability company, and (c) Buyer and Centerpointe Owners Association, a California corporation, for the acquisition of all of the other property necessary to complete the Project and these separate escrows will also be entered into with Escrow Agent. This Agreement constitutes the joint escrow instructions of Buyer and Seller to the Escrow Agent, and Escrow Agent is hereby authorized and instructed to act under this Agreement. The parties acknowledge and agree that the escrow under this Agreement shall close concurrently with the escrows under each of the other agreements mentioned above, so that the Buyer is able to acquire all the property set forth in this Agreement and in the other agreements mentioned above that is necessary to complete the Project. The parties acknowledge and agree that the escrow under this Agreement shall not close if Buyer is unable to acquire those portions of Assessor Parcel Numbers 445 - 132 -11 and 445 - 132 -18 necessary to complete the Project. If for any reason whatsoever the escrow under this Agreement is unable to close due to the foregoing, then neither Seller nor Buyer shall be in default hereunder. The parties hereto agree to perform all acts reasonably necessary to close this escrow in the shortest possible time; provided, however, that the escrow shall close not later than May 31, 2012, unless the parties mutually agree otherwise in writing. Seller shall execute and deliver the Easement Deed and the Temporary Construction Easement to Escrow Agent concurrently with execution and delivery of this Agreement by Buyer and Seller. After opening of escrow, Buyer will deposit the executed Certificate of Acceptance for each of the Easement Deed and the Temporary Construction Easement with Escrow Agent. Buyer agrees to deposit the Purchase Price upon demand of Escrow Agent on or before the close of escrow hereunder, together with all other funds required from Buyer hereunder. Buyer and Seller agree to deposit with EscrowAgent any additional instruments as may be reasonably necessary to complete this transaction. All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account or by wire transfer pursuant to the written instructions of the party to whom or for whose benefit such disbursement is made. %!MH 6, ESCROW AGENT IS AUTHORIZED TO, AND SHALL: Upon the close of escrow hereunder a. Pay and charge Seller, but only upon Seller's prior written approval, for any amount necessary to place title in the condition necessary to satisfy Section 3 of this Agreement; b. Pay and deduct from the Purchase Price, any amount necessary to satisfy any delinquent real property taxes or assessments, together with penalties and interest thereon; provided, however, that any non - delinquent real property taxes and assessments shall be prorated and paid as provided in section 3.1.a of this Agreement; c. Pay and charge Buyer for all reasonable fees incurred in this transaction including payment of reconveyance fees and forwarding fees for partial or full reconvenances of deeds of trust or release or mortgage by Buyer; d. Pay and charge Buyer for any escrow fees, charges, and costs payable under Section 7 of this Agreement; and e. Disburse the funds comprising the Purchase Price to Seller, subject to any deduction(s) authorized by this Agreement, by wire transfer pursuant to Seller's written instructions and record the Easement Deed and the Temporary Construction Easement upon the close of escrow when the conditions of this escrow have been fulfilled by Buyer and Seller. In no event will the funds comprising the Purchase Price to be disbursed to Seller at the close of escrow be reduced except upon Seller's prior written approval of an estimated closing statement showing each specific item to be paid from Seller's funds with Seller's prior written approval. The term "close of escrow ", if and where written in these instructions, shall mean the date the Easement Deed and the Temporary Construction Easement recorded in the Office of the County Recorder for the County of Orange, State of California, and the funds comprising the Purchase Price, subject to any deduction(s) authorized by this Agreement, have been disbursed to Seller by wire transfer pursuant to Seller's written instructions. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of the policy of title insurance. All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW IS TO CLOSEAS SOON AS POSSIBLE; provided, however, that the escrow shall close not later than May 31, 2012, unless Buyer and Seller mutually agree otherwise in writing. 7. ESCROW FEES, CHARGES AND COSTS. Buyer agrees to pay all of Buyer's and Seller's and Escrow Agent's reasonable fees, charges, and costs which arise in this escrow. 8. FULLAND COMPLETE SETTLEMENT Seller hereby acknowledges that the compensation paid to Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, by reason of Buyer's acquisition of the Property, specifically including, but not limited to, any and all damage to Seller's remainder property by reason of the acquisition of the Property or the installation of the improvement Project in the manner proposed, the value of improvements pertaining to the realty, leasehold improvements, any �%il� and all claims of rental or leasehold value and loss of business goodwill, any claim of Seller for relocation benefits or assistance, and any and all other claims that Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property. Seller and Buyer, and each and all of their individual collective agents representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries, hereby release the other party, and each of them, from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitations those relating tojust compensation, damages, which any of them now have, or might hereafter have by reason of any matter or thing arising out or in any way relating to Buyer's acquisition of the Property interests described herein. 9. CONSTRUCTION CONTRACTAND CURATIVE WORK AND OTHER CONSIDERATION. a. It is understood and agreed by and between the parties hereto in addition to the compensation shown in Section 2 hereinabove, the Buyer, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed Project: i. Installation of new trees along Jamboree Road in accordance with the Planting Plan (a copy of which is attached as Exhibit 4 to this Agreement), with the closest tree to the intersection of Jamboree Road and MacArthur Boulevard being approximately 120 feet from the intersection. b. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this Agreement, the right of possession and use of the subject Property by the Buyer, shall only commence on the date of the close of escrow hereunder and that the amounts referred to in Section 2 and Section 10 herein includes, but is not limited to, full payment for such possession and use, including damages to the subject Property, if any, from said date. c. All work done under this Agreement by Buyer shall conform to all applicable building, fire and sanitary laws, ordinances, and regulations relating to such work, and shall be done in a good and workmanlike manner, fully paid for and lien free, at Buyer's sole cost and expense. All structures, improvements or other facilities, when removed, and relocated, or reconstructed by the Buyer, shall be left in as good condition as found. d. Buyer agrees to indemnify and hold harmless Seller from any liability arising out of responsibility for any damages proximately caused by reason of Buyer operations under this Agreement and Buyer will, at its option, either repair or pay for such damage. 10. PERMISSION TO ENTER ON PREMISES. It is understood and agreed that for Project planning and funding purposes the Seller hereby grants to Buyer and authorized agents or contractors, from and after the close of escrow hereunder, the right of possession and use of the area described in Exhibit 1 and Exhibit 2 attached hereto to perform the work described in Section 9.a. However, said right of possession and use shall not be exercised prior to the Buyer, or Buyer's agent, providing Seller with a 48 -hour prior written notice to perform the construction items listed in Section 9.a above. The right to use the Property shall continue in effect for a period of three (3) months. Said use shall begin from the date, after the close of escrow hereunder, that Buyer, or Buyer's agent, provides Seller with a 48 -hour prior written notice. All efforts shall be made to >U4b%- complete the described work within such three (3) month period of time; provided, however, that extraordinary circumstances may occur which may require additional time to complete the work (i.e. rain, labor dispute, shortage of materials). It is agreed that should the actual use extend beyond the three (3) month time period delineated above, and the occurrence is verified through the contractor or City inspection logs, the Buyer agrees to pay to Seller for such additional use of the Property beyond the three (3) months time period at the rate of $43.11 per calendar day, for each additional day until the actual date of Buyer's termination of use. It is further understood that in no event shall the Buyer's use of the Property extend beyond the earlier of either (i) the termination of the Temporary Construction Easement in accordance with its terms, or (ii) the date construction of the Project is completed. 11. RENTAL AND LEASEHOLD INTEREST. Seller warrants that Seller has no knowledge of any third parties in possession of any portion of the Property as lessees, tenants at sufferance, trespassers, or invitees, and that there are no oral or written recorded or unrecorded leases or other agreements concerning all or any portion of the Property exceeding a period of one month. Seller further agrees to hold Buyer harmless and reimburse Buyer for any and all of its losses and expenses occasioned by reason of any lease of any portion of the Property held by any tenant of Seller for a period exceeding one month. 12. WARRANTIES, REPRESENTATIONS, AND COVENANTS OF SELLER. Seller hereby warrants, represents, and /or covenants to Buyer that: a. To Seller's actual knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. b. Other than as listed in the Preliminary Report, to the best of Seller's knowledge, there are no encroachments onto the Property by improvements on any adjoining property, nor do any buildings or improvements encroach on other properties. c. Until the closing of the escrow hereunder, Seller shall not do anything which would impair Seller's title to any of the Property. d. Subject to the satisfaction of the conditions set forth in Section 5 above, to the Seller's actual knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which the Property may be bound. e. Until the closing, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations this Section 12 not to be true as of closing, immediately give written notice of such fact or condition to Buyer. 13. HAZARDOUS WASTE. Seller does not have actual knowledge of, or reasonable cause to believe that, there exists any release of hazardous substances, as defined in California Health and Safety Code section 25316, on the Property that would require notice from Seller to Buyer pursuant to California Health and Safety Code Section 25359.7. 14. COUNTERPARTS. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. AA* M.- 15. CONTINGENCY. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Buyer herein. The execution of these documents and the delivery of same to Escrow Agent constitute such acceptance and approval. 16. NO BROKERS. Buyer and Seller each represents to the other that no brokers have been involved in this transaction. Buyer and Seller agree to indemnify one another against any claim, suits, damages and costs incurred or resulting from the claims of any person for any fee or remuneration due in connection with this transaction pursuant to a written agreement made with said claimant. 17. JURISDICTION AND VENUE. This Agreement shall be governed by and constructed in accordance with the laws of the State of California. The parties consent to the jurisdiction of the California Courts with venue in Orange County. 18. ASSIGNMENT. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. Buyer may freely assign any or all if its interests or rights under this Agreement or under the Escrow without the consent of Seller provided, however, that such assignment shall not release Buyer from its obligations hereunder. 19. COOPERATION. Each party agrees to cooperate with the other in the closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. 20. ENTIRE AGREEMENT, WAIVER AND MODIFICATION. This Agreement is the entire Agreement between the parties with respect to the subject matter of this Agreement. It supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or on behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach. [The remainder of this page intentionally left blank] rn"WL IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. Mailing address of Seller: 3027 Townsgate Road, Suite 300 Westlake Village, CA 91361 Mailing Address of Buyer: PO Box 1768 Newport Beach, CA 92658 -8915 APPROVED AS TO FORM: City Attorney's Office B: Y id� Aar 6j-0. Harp, City Attorney Mailing Address of Escrow Agent: SELLER: First California Bank, a California banking corporation By: — Name: blyaltIp R. Title: EV P - RETR•� R��� e J� By: Name: Title: BUYER: The City of Newport Beach, a Municipal Corporation By: Nancy Gardner, Mayor ATTEST TO: M Leilani I. Brown, City Clerk CONSENT OF ESCROW AGENT: By its signature hereto, the undersigned Escrow Agent agrees with each of Buyer and Seller to act in accordance with all of the terms and conditions of the foregoing Agreement that are applicable to the Escrow Agent. ESCROW AGENT: ORANGE COAST TITLE COMPANY By: Name: A*n EXHIBIT 1 EASEMENT DEED WITH LEGAL DESCRIPTION AND PLAT MAP A VX RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Newport Beach PO Box 1768 Newport Beach, CA 92658 -8915 Attention: City Clerk Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R &T Code § 11922 (Space above this line for Recorder's use) EASEMENT DEED Orange County Assessor's Parcel Number: 445- 132 -09 (Portion) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, First California Bank, a California Banking corporation HEREBY GRANTS TO THE CITY OF NEWPORT BEACH, a Municipal Corporation an easement for public STREET AND UTILITY purposes and all other uses appurtenant thereto in, on, over, under, and through the real property in the City of Irvine, County of Orange, State of California described on Exhibit "A" and shown on Exhibit "B ", which exhibits are attached hereto and by reference made a part hereof (the "Property"). SUBJECT TO: 1. General and special taxes and assessments for the current fiscal tax year; and 2. All covenants, conditions, restrictions, reservations, rights, rights -of -way and easements recorded against the Property, and all other matters of record. [Continued on next page.] IN WITNESS WHEREOF, the Grantor hereto has caused this Easement Deed to be executed as of this day of 2012. First California Bank, a California banking corporation By: _ Name: By: _ Name: ?OA* ACKNOWLEDGMENT State of California County of Orange On , before me, (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatu (Seal) ; a**4- CERTIFICATE OF ACCEPTANCE This CERTIFICATE OF ACCEPTANCE is to certify that the interest in real property conveyed by the Casement Deed dated from First California Bank, a California banking corporation to the City of Newport Beach, a municipal corporation is hereby accepted on , 2012, by the undersigned officer on behalf of the City of Newport Beach pursuant to authority conferred by Resolution No. 92 -82 of the City Council adopted on July 27, 1992. The City consents to the recordation of said document in the Officer of the Recorder of Orange County, State of California. APPROVED AS TO FORM: City Attorne Offi e �y: A6roCC. Harp City Attorney ATTEST: Bv: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation Nancy Gardner Mayor Am n EXHOBIT 'A' RIGHT -OF -WAY ACQUIPSMON LEGAL DESCWTOON THAT PORTION PARCEL 3 AS SHOWN ON PARCEL MAP RECORDED IN BOOK 107, PAGES 10 THROUGH 11 INCLUSIVE OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION' OF JAMBOREE BOULEVARD AND MACARTHUR BOULEVARD AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE CENTERLINE OF JAMBOREE BOULEVARD NORTH 40 038'23" EAST, 220.09 FEET; THENCE LEAVING SAID CENTERLINE OF JAMBOREE BOULEVARD SOUTH 49 021'37" EAST, 60.00 FEET TO THE MOST NORTHERLY CORNER OF SAID PARCEL 3, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE ALONG THE NORTHEASTERLY LINE OF SAID PARCEL 3 SOUTH 49 °21'37" EAST, 14.00 FEET TO THE BEGINNING OF A LINE THAT IS PARALLEL WITH AND 74.00 FEET SOUTHEASTERLY OF SAID CENTERLINE OF JAMBOREE BOULEVARD; THENCE LEAVING SAID NORTHEASTERLY LINE ALONG SAID PARALLEL LINE SOUTH 40 038'23" WEST, 160.86 FEET; THENCE LEAVING SAID PARALLEL LINE SOUTH 16 °50'46" WEST, 6.20 FEET; THENCE SOUTH 40 038'23" WEST, 4.00 FEET; THENCE SOUTH 57 020'20" WEST, 5.22 FEET TO THE BEGINNING OF A NON TANGENT CURVE CONCAVE SOUTHERLY WITH A RADIUS OF 29.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 49 021'37" WEST; THENCE SOUTHWESTERLY ALONG SAID NON TANGENT CURVE THROUGH A CENTRAL ANGLE OF 09 047'36" AN ARC LENGTH OF 4.96 FEET TO A POINT ON THE EASTERLY LINE OF LAND DESCRIBED IN GRANT OF EASEMENT FOR PUBLIC STREET AND UTILITY PURPOSES RECORD MARCH 28, 2003 AS INSTRUMENT NO. 2003000342572 OFFICIAL RECORDS OF SAID ORANGE COUNTY; _ THENCE ALONG THE EASTERLY LINE OF SAID GRANT OF EASEMENT NORTH 05 °45'28" WEST, 12.26 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG SAID EASTERLY LINE NORTH 16 049'05" WEST, 16.20 FEET TO A POINT ON THE NORTHWESTERLY LINE OF SAID PARCEL 3; THENCE ALONG SAID NORTHWESTERLY LINE NORTH 40 038'23" EAST, 157.19 FEET TO THE TRUE POINT OF BEGINNING; CONTAINS AN AREA OF 2,417 SQUARE FEET, MORE OR LESS. ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT'B' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. VALD 128 PAGE I OF 2 � t;h)k EXHIBIT `A' RIGHT -OF -WAY ACQUISITION LEGAL DESCRIPTION SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS OF WAY AND EASEMENTS OF RECORD, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME OR UNDER MY DIRECTION AND DATED THIS 23''d DAY OF JUNE, 2011. °5 " * Ekp, °DB 30/12 J.O.AUSTINSON, L.S. 5394 9�FOf CAI LICENSE EXPIRES 09/30112 VALD 128 PAGE 2 OF 2 >00A Cr P.O.& io MALE A /ss 0kP ss. G� i G 220.09' N4038'23 "E °� 157.19' JAMBOREE BLVD 60.00' S49 21'37 "E _ice I T.P.0.9. 14.00' o 54921'37 "E 160.86' 'd^- P.M.B. PARCEL 3 EASEMENT IN FAVOR N16-49'05 'E / OF CITY OF IRVINE FOR ROAD & UTILITY 12.26' PURPOSES PER INST. N05'45'28 "W NO. 200300034257S O.R. RECORDED 03/28/03 A= 094736" R= 29.00' _ / L =4.96' / 107/10 -11 PARCEL 2 157.19' N4038'23 "E 1 -- 6.20' S16 50'46 "W r 4.00' ^� S40'3823 "W 10�P 5.22' �Q S57'20'20 "W DETA1. W ` 9 SCALE: 1 ° =40' �` °•AU; LEGEND: No. 5394 z * RIGHT OF WAY Exp. 09/30/12 - - CENTER LINE - �9rFpFCAt�F °c+�'�P PARCEL LINE LEGAL DESCRIPTION. VALD 128 BOUNDARY LINE AREA =2,417 S.F. VA CONSULTING MC. REVRIDN DAIM CIVIL ENOINEEAb EXHIBIT V PROA NO: m.m.0s00 LAND EIRVEY085 LAND PLANNERS PLAT DATE: 00/20m r -106 1 TO ACCOMPANY LEGAL DESCRIPTION IN PROD MOR: JWW SKEET 6900 OAK CANYON, RM 160 THE CITY OF IRVINE SURVEYOR: JOA 1 IRVINE, CA 92618 ow 41+-= COUNTY OF ORANGE, STATE OF CALIFORNIA DRN'fERt ORB 1 N^JN H Figure Name: VALD 128 North: 2186684.97 East: 6071025.88 Course: S 16 -49 -05 W Distance: 16.20 North: 2186669.46 East: 6071021.20 Course: S 05 -45 -28 E Distance: 12.26 North: 2186657.26 East: 6071022.43 Arc Length: 4.96 Radius: 29.00 Delta: 947 -36 Tangent: 2.48 Chord: 4.95 Ch Course: N 35 -44 -34 E Course In: S 59 -09 -14 E Out: N 49 -21 -37 W Ctr North: 2186642.39 East: 6071047.32 End North: 2186661.28 East: 6071025.32 Course: N 57 -20 -20 E Distance: 5.22 North: 2186664.10 East: 6071029.71 Course: N 40 -38 -23 E Distance: 4.00 North: 2186667.13 East: 6071032.32 Course: N 16 -5046 E Distance: 6.20 North: 2186673.06 East: 6071034.11 Course: N 40 -38 -23 E Distance: 160.86 North: 2186795.13 East: 6071138.88 Course: N 49 -21 -37 W Distance: 14.00 North: 2186804.25 East: 6071128.26 Course: S 40 -38 -23 W Distance: 157.19 North: 2186684,97 East: 6071025.88 Perimeter: 380.89 Area: 2416.64 0.06 acres Mathematical Closure - (Uses Survey Units) Error of Closure: 0.000 Course: S 90 -00 -00 E Precision 1: 380891856.07 IOF1 njmx EXHIBIT 2 TEMPORARY CONSTRUCTION EASEMENT WITH LEGAL DESCRIPTION AND PLAT MAP ^Kt^ RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Newport Beach PO Box 1768 Newport Beach, CA Attention: City Clerk 92658 Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R &T Code § 11922 Orange County Assessor's Parcel Number: 445 - 132 -09 FULL( ] PORTION [X ] (Space above this line for Recorder's use) TEMPORARY CONSTRUCTION EASEMENT FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, First California Bank, a California banking corporation HEREBY GRANTS TO THE CITY OF NEWPORT BEACH, a Municipal Corporation A temporary easement for construction purposes in, on, over, under, and through the real property in the City of Irvine, County of Orange, State of California described on Exhibit "A" and shown on Exhibit "B ", which exhibits are attached hereto and by reference made a part hereof (the "Property"). SUBJECT TO all covenants, conditions, restrictions, reservations, rights, rights -of -way and easements recorded against the Property, and all other matters of record. [Continued on next page.] ?"Aw This Temporary Construction Easement shall terminate upon the filing of a Notice of Completion for the Jamboree Road Improvements — Bristol Street North to Fairchild Road Project, or within two (2) years of the date of this document shown below. IN WITNESS WHEREOF, the Grantor hereto has caused this Temporary Construction Easement to be executed as of this day of 2012. First California Bank, a California banking corporation By: _ Name: By: _ Name: Title: >«H,h ACKNOWLEDGMENT State of California County of Orange On , before me, (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: (Seal) Jk;yn CERTIFICATE OF ACCEPTANCE This CERTIFICATE OF ACCEPTANCE is to certify that the interest in real property conveyed by the Temporary Construction Easement dated from First California Bank, a California banking corporation to the City of Newport Beach, a municipal corporation is hereby accepted on 2012, by the undersigned officer on behalf of the City of Newport Beach pursuant to authority conferred by Resolution No. 92- 82 of the City Council adopted on July 27, 1992. The City consents to the recordation of said document in the Officer of the Recorder of Orange County, State of California. APPROVED AS TO FORM: City Atto By: Aar City At ATTEST: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation Nancy Gardner Mayor M )K+% EXHIBIT 'A' TEMPORARY CONSTRUCTION EASEMENT LEGAL DESCRIPTION THAT PORTION PARCEL 3 AS SHOWN ON PARCEL MAP RECORDED IN BOOK 107, PAGES 10 THROUGH 11 INCLUSIVE OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF JAMBOREE BOULEVARD AND MACARTHUR BOULEVARD AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE CENTERLINE OF JAMBOREE BOULEVARD NORTH 40 038'23" EAST, 220.09 FEET; THENCE LEAVING SAID CENTERLINE OF JAMBOREE BOULEVARD SOUTH 49 °21'37" EAST, 60.00 FEET TO THE MOST NORTHERLY CORNER OF SAID PARCEL 3; THENCE ALONG THE NORTHEASTERLY LINE OF SAID PARCEL 3 SOUTH 49 021'37" EAST, 14.00 FEET TO THE BEGINNING OF A LINE THAT IS PARALLEL WITH AND 74.00 FEET SOUTHEASTERLY OF SAID CENTERLINE OF JAMBOREE BOULEVARD, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHEASTERLY LINE ALONG SAID PARALLEL LINE SOUTH 40 °38'23° WEST, 160.86 FEET; THENCE LEAVING SAID PARALLEL LINE SOUTH 16 °50'46 WEST, 6.20 FEET; THENCE SOUTH 40 038'23" WEST, 4.00 FEET; THENCE SOUTH 57 020'20° WEST, 5.22 FEET TO THE BEGINNING OF A NON TANGENT CURVE CONCAVE SOUTHERLY WITH A RADIUS OF 29.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 49 °21'37" WEST; THENCE SOUTHWESTERLY ALONG SAID NON TANGENT CURVE THROUGH A CENTRAL ANGLE OF 09 047'38" AN ARC LENGTH OF 4.96 FEET TO A POINT ON THE EASTERLY LINE OF LAND DESCRIBED IN GRANT OF EASEMENT FOR PUBLIC STREET AND UTILITY PURPOSES RECORD MARCH 28, 2003 AS INSTRUMENT NO. 2003000342572 OFFICIAL RECORDS OF SAID ORANGE COUNTY; - - THENCE ALONG THE - EASTERLY- L -INE-OF- SAID -GRANT OF- EASEMENT— SOUTH- 05 °45 -28"- EAST, 41.80 FEET; THENCE LEAVING SAID EASTERLY LINE NORTH 84 °14'32" EAST, 7.50 FEET; THENCE NORTH 05 045'28" WEST, 12.06 FEET; THENCE NORTH 84 014'32" EAST, 17.00 FEET; THENCE NORTH 17 026'27" EAST, 12.33 FEET; THENCE NORTH 40 °38'23" EAST, 16.73 FEET; THENCE NORTH 49 021'37° WEST, 17.00 FEET; VALD 128 -01 ).ecw PAGE 1 OF 2 EXHIBIT `A' TEMPORARY CONSTRUCTION EASEMENT LEGAL DESCRIPTION THENCE NORTH 40 038'23" EAST, 155.18 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL3; THENCE ALONG LAST SAID EAST LINE NORTH 49 °21'37" WEST, 14.00 FEET TO THE TRUE POINT OF BEGINNING; CONTAINS AN AREA OF 4,169 SQUARE FEET, MORE OR LESS, ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT 'B' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS OF WAY AND EASEMENTS OF RECORD, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME OR UNDER MY DIRECTION AND DATED THIS 23° DAY OF JUNE, 2011. 0 A U SUR` �O. AUSI a 4� ys r No. 5 94 z *. Exp. 09/30/12 �. ,,X,iJ AUSTINSO L . 5394 "'� of CAL`FOF``�P LICENSE EXPIRES 09/30/12 VALD 128 -01 M^A PAGE 2 OF 2 Oe P.OJL 220.09' — — _ N403823 "EE cp 6 1Sn RS' ° I — — SEE — \ DUAL W / � � N4038'23 155.18' 5.22' �O / N421'37W- 1 N49 21'37 "W RR IAL / /EASEMENT IN FAVOR A= 09.4736 / OF CITY OF IRVINE FOR R=29.96' ROAD & UTILITY PURPOSES PER INST. NO. 2003000342572 O.R. RECORDED 03/28/03 LEGEND: RIGHT OF WAY CENTER LINE PARCEL LINE LEGAL DESCRIPTION BOUNDARY LINE JAMBOREE BLVD _ 60.00' rZ S49 21'37 "E 14.00' S4921'37 "E TP.O.B. 14.00' N49 21'37 "W F/10 -11 PARCEL 2 4.00' S40'38'23 "W 6.20' S16 50'46 "W TEMP. CONST. EASEMENT 38'23 "E 155.18'— 17.' N49 00 21'37 "W \\ 16.73' V12.33' N403823 "E N1726'27 "E o LAND ,34 17.00' o.AUs N84'14'32 "E r' J BAN Nn 51Gd 128 -01 169 S.F. VA CC+NSIATOJG INC EXHIBIT 'B' 'Q' 9oN OATS CIVIL ENGINEERS PROA NQ 2891.9600 vm RRvrmu LAND PLANNERS PLAT OATS m/20/11 1' =1094 TO ACCOMPANY LEGAL DESCRIPTION IN PR9J MGR: JAY! 711 6199 OAK CANVM RATE NO 6 �hNOD THE CITY OF IRVINE SURVEYOR: JOA RLVINE, CA 92618 COUNTY OF ORANGE, STATE OF CALIFORNIA o9AFTww ONO Figure Name: VALD 128 -1 North: 2186673.06 East: 6071034.11 Course: S 16 -50-46 W Distance: 6.20 North: 2186667.13 East: 6071032.32 Course: S 40 -38 -23 W Distance: 4.00 North: 2186664.10 East: 6071029.71 Course: S 57 -20 -20 W Distance: 5.22 North: 2186661.28 East: 6071025.32 Are Length: 4.96 Radius: 29.00 Delta: 947 -36 Tangent: 2.48 Chord: 4.95 Ch Course: S 3544 -34 W Course In: S 49 -21 -37 E Out: N 59 -09 -14 W CtrNorth:2186642.39 East: 6071047.32 End North: 2186657.26 East; 6071022.43 Course: S 0545 -28 E Distance: 41.80 North: 2186615.67 East: 6071026.62 Course: N 84 -14 -32 E Distance: 7.50 North: 2186616.42 East: 6071034.08 Course: N 0545 -28 W Distance: 12.06 North: 2186628.42 East: 6071032.87 Course: N 84 -14 -32 E Distance: 17.00 North: 2186630.13 East: 6071049.79 Course: N 17 -26 -27 E Distance: 12.33 North: 2186641.89 East: 6071053.48 Course: N 40 -38 -23 E Distance: 16.73 North: 2186654.58 East: 6071064.38 Course: N 49 -21 -37 W Distance: 17.00 North: 2186665.65 East: 6071051.48 Course: N 40 -38 -23 E Distance: 155.18 North: 2186783.41 East: 6071152.54 Course: N 49 -21 -37 W Distance: 18.00 North: 2186795.13 East: 6071138.88 Course: S 40 -38 -23 W Distance: 160.86 North: 2186673.06 East: 6071034.11 Perimeter: 478.84 Area: 4168.96 0.10 acres Mathematical Closure - (Uses Survey Units) Error of Closure: 0.000 Course: S 90 -00 -00 E Precision 1: 478835526.91 I OF 1 A4)6)t- EXHIBIT 3 COPY OF PRELIMINARY TITLE REPORT Y„ a, w l .�Y VA Consulting 17801 Cartwright Road Irvine, CA 92614 Attention: BUTCH Your Reference No.: APN 445 -132 -009 Property address: 19752 MacArthur Boulevard frvhhe, CA 92660 Dated: MARCH I, 2012 Order No. 1029787 -32 ORANGE COAST TITLE COMPANY Builder Services /Commercial Division 3536 Concours Drive #120 Ontario, CA 91764 In response to the above referenced application for a policy of title insurance, Orange Coast Title Builder Services 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 B attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in die arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of die 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 B. 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 B of tills 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 die issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to die issuance of a policy of title insurance, a hinder or commitment should be requested. Dated as of FEBRUARY 20, 2012 at 7:30 A.M. Manuel Villalobos Title Officer Phone # 909- 987 -5433 Fax # 909 - 297 -2547 mannyv @octitle.com The form of Policy of Title Insurance contemplated by this repot is: A.L.T.A. HOMEOWNER'S POLICY (01/01/08) r„oJt Order No. 1029787 -32 SCHEDULE "A" The estate or interest in the land hereinafter described or referred to covered by this report is: A fee Title to sold estate or Interest at the date hereof ]s vested in: South Coast Thrift & Loan Association, a California Corporation The land referred to in this report is situated in (lie County of Orange, State of California, and is described as follows: Parcel A: Parcel 3, as shown on a map filed in book 107, pages 10 and 11 of Parcel Maps, in the office of the County recorder of Orange County, California. Parcel B: Non- exclusive easements and rights of entry, as set forth in that certain Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for centerpointe recorded December 13, 1977 in book 12490, page 1134 of Official Records of Orange County, California, within the boundaries of the real property situated in Orange County, State of California, more particularly described as Parcels 1, 2 and 4 through 7, inclusive, as shown on a map filed in book 107, pages 10 and 1 l of Parcel Maps, in the office of the Comity recorder of Orange County, California. )`UA* Order No. 1029787 -32 SCHEDULE °B" At the date hereof exception to coverage in addition to the printed exceptions and exclusion contained in said policy form would be as follows: General And Special Taxes For The Fiscal Year 2012 -2013, Including Any Assessments Collected With Taxes. Lien Not Yet Payable, Second Installment General And Special Taxes For The Fiscal Year 2011 -2012, Including Any Assessments Collected With Taxes. lsthnstaliment $23,198.63 PAID 2nd Installment $23,198.63 OPEN Penalty $2,342.86 (AFTER 4.10) Code Area 26 -037 Parcel No. 445 - 132 -09 Exemption $0 The property covered herein lies within the boundaries of City of Irvine Lighting Maintenance District, as disclosed by an Assessment District Map filed in book 21, page 16 of Assessment Maps, recorded June 25, 1982 as Instrument No. 82- 219047 of Official Records. And as disclosed by a» Assessment District Map filed in book 21, page 41 of Assessment Maps, recorded June 25, 1982 as Instrument No. 82- 219048 of Official Records. And as disclosed by an Assessment District Map tiled in book 23, page 1 of Assessment Maps, recorded August 22, 1983 as Instrument No. 83- 366185 of Official Records And as disclosed by an Assessment District Map filed in book 27, page 50 of Assessment Maps, recorded July 8, 1986 as Instrument No. 86- 290745 of Official Records And as disclosed by an Assessment District Map filed in book 31, page 1 of Assessment Maps, recorded July 8, 1986 as Instrument No. 86- 291925 of Official Records And as disclosed by an Assessment District Map filed in book 37, page 16 of Assessment Maps, recorded August 6, 1987 as Instrument No. 87- 448556 of Official Records. And as disclosed by an Assessment District Map filed in book 41, page 30 of Assessment Maps, recorded July 7, 1988 as Instrument No. 88- 325690 of Official Records And as disclosed by an Assessment District Map filed in book 48, page I of Assessment Maps, recorded July 25, 1989 as Instrument No. 89- 392635 And as disclosed by an Assessment District Map filed in book 53, page 1 of Assessment Maps, recorded July 26, 1990 as Instrument No. 90- 392576 of Official Records And as disclosed by an Assessment District Map filed in book 57, page 25 of Assessment Maps, recorded July 24, 1991 as Instrument No. 91- 387792 of Official Records And as disclosed by an Assessment District Map filed in book 58, page 33 of Assessment Maps, recorded June 24, 1992 as Instrument No. 92- 424907 of Official Records Exceptions Contbnrerd ;'"A' Order No. 1029787 -32 4 The property covered herein lies within the boundaries of Community Facilities District No. I of Irvine Ranch Water District, as disclosed by an Assessment District Map filed in book 32, page 37 of Assessment Maps, recorded December 2, 1986 as Instrument No. 86- 591422 of Official Records. And as disclosed by an Assessment District Map filed in book 33, page 31 of Assessment Maps, recorded January 29, 1987 as Instrument No. 87- 051901 of Official Records 5 The property covered herein lies within the boundaries of City of hvine Landscape Maintenance District Nos. 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 24, 25, 26, 33, 34, 35, 36 and 37, as disclosed by an assessment district map filed in book 38, page 1 of Assessment Maps, recorded August 6, 1987 as Instrument No. 87448557 of Official Records And as disclosed by an Assessment District Map filed in book 42, page 1 of Assessment Maps, recorded July 7, 1988 as Instrument No. 88- 325691 of Official Records. And as disclosed by an Assessment District Map filed in book 47, page 19 of Assessment Maps, recorded July 25, 1989 as Instrument No. 89-391811 of Official Records And as disclosed by an Assessment District Map filed in book 53, page 19 of Assessment Maps, recorded July 26, 1990 as Instrument No. 90- 392575 of Official Records And as disclosed by an Assessment District Map filed in book 57, page 1 of Assessment Maps, recorded July 24, 1991 as Instrument No. 91- 387793 of Official Records. And as disclosed by an Assessment District Map fled in book 59, page I of Assessment Maps, recorded June 24, 1992 as Instrument No. 92- 424906 of Official Records 6 Tlne property covered herein lies within the boundaries of City of Irvine Community park Facilities District No. 89 -1, as disclosed by an assessment district map filed in book 48, page 41 of Assessment Maps, recorded October 30, 1989 as Instrument No. 89581708 of Official Records 7 The lien of supplemental taxes, if any, assessed pursuant to the provisions of section 75, et seq. of die revenue and taxation code of die Stale of California. 8 An casement for purposes herein stated, and rights incidental thereto as provided in art instrument Recorded: July 25, 1940 in book 1047, page 557, Official Records For. highway purposes and incidental purposes In favor of State of California Affects: 11he location of said easement is set forth therein. The fact that the ownership of said land does not include any rights of ingress or egress to or from Mac Arthur Boulevard abutting said land, said rights having been relinquished upon die terms and conditions in the last above mentioned deed 9 The effect of a map purporting to show the herein described and other land recorded in book 64, page 12 of Record of Surveys. 10 A perpetual avigation easement in and through the air above die herein described and other land, as conveyed to the County of Orange by the Irvine Company, by deed recorded March 17, 1964 in book 6965 page 721, of Official Records, and the terns and conditions as set forth in said deed to which record. Reference is hereby made for all particulars Prceprions Confined yn. M /t Order No. 1029787 -32 I I Covenants, conditions and restrictions in an instrument recorded in book 7385, page(s) 915, in book 8059, page(s) 79 and in book 8546, page(s) 799, Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or Deed of Trust made in good faith and for value, but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under chapter 42, section 3604 of the United States code or (b) relates to handicap but does not discriminate against handicapped persons. "NOTE: section 12955 of the government code provide the following: if this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12955 of the government code. Lawful restriction under state and federal law on the age of occupants in senior housing for older persons shall not be construed as restriction based on familial status." 12 Covenants, conditions and restrictions in an instrument recorded in book 7529, page(s) 600, Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or Deed of Trust made in good faith and for value, but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under chapter 42, section 3604 of the United States code or (b) relates to handicap but does not discriminate against handicapped persons. "NOTE: section 12955 of the govermnent code provide the following: if this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair (rousing laws and is void, and may be removed pursuant to Section 12955 of the government code. Lawful restriction under state and federal law on the age of occupants in senior housing for older persons shall not be construed as restriction based on familial status." An instrument declaring a modification thereof was recorded in book 7946, page(s) 90 and as Instrument Nos. 89580884, 90- 009885, 90-535152,91-026673, 91-160564,91-245131 and 92 -064818 all of Official Records. 13 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: December 3, 1975 in book 11585, page(s) 681, Official Records For: 10 feet wide for wires, overhead and underground electrical supply systems, conduits, manholes, etc, and incidental purposes In favor of Southern California Edison Company and Pacific Telephone and Telegraph Company Affects: The location of said easement is set forth therein. 14 The fact that the owners of said land have no right of vehicular access to Jamboree Boulevard and MacArthur Boulevard except the public right to travel same, said rights having been relinquished by the dedication provisions on the snap of said tract. Said land, however, abuts on a public thoroughfare other than the one referred to above, over which rights of vehicular access have not been relinquished. 15 Covenants, conditions and restrictions in an instrument recorded in book 12490, page(s) 1134, Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or Deed of Trust made in good fait[ and for value, but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, handicap, familial status, or [rational origin unless and only to the extent that said covenant (a) is exempt under chapter 42, section 3604 of the United States code or (b) relates to handicap but does not discriminate against handicapped persons. "NOTE: section 12955 of the government code provide the following: if Otis document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12955 of the government code. Lawful restriction under state and federal law on the age of occupants in senior housing for older persons shall not be construed as restriction based on familial status." Exceptions Continued )lt11/M Order No. 1029787 -32 16 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: in book 12621, page(s) 1322, Official Records For: either or both underground lines, conduits and incidental purposes Affects: The location of said easement is set forth therein. 17 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: in book 12621, page(s) 1325, Official Records For: either or both underground lines, conduits and incidental purposes In favor of: Southern California Edison Company Affects: The location of said easement is set forth therein. 18 An easement for purposes herein slated, and rights incidental thereto as provided in an instrument Recorded: in book 12667, page(s) 947, Official Records For: water line and incidental purposes In favor of. The Irvine Ranch Water District Affects: The location of said easement is set forth therein. 19 A perpetual non - exclusive easement and right of way for water line purposes over portions of said land and adjacent lands executed by MacJam Limited partnership, a California Limited Partnership to die Irvine Ranch Water District, a California Water District recorded February 13, 1979 in booth 13033, page 918 of Official Records. 20 An easement for purposes herein stated, and rights incidental thereto as set forth in an instrument Recorded: February 15, 1979 in book 13036, page(s) 1149, Official Records. For: gas pipelines and incidental purposes Affects: The location of said easement is set forth therein. 21 An unrecorded Lease of said land upon die terms, covenants and provisions therein provided, a memorandum thereof being For: Recorded: November 26, 2001 as instrument No. 20010838760, Official Records. Dated: November 13, 2001 Term: up to one (1) year later than date set forth and shall expire five (5) years thereafter Lessor: South Coast Commercial Bank, a California Corporadon.f/ka South Coast Thrift & Loan Association, a California Corporation Lessee: Cingular Wireless LLC, a Delaware Limited Liability Company, on behalf of Pacific Dell Wireless, LLC, a Nevada Limited Liability Company, d/ba/ Cingular Wireless The present ownership of said Leasehold and other matters affecting the interest of the Lessee are not shown herein. 22 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: March 28, 2003 as Instrument No. 2003000342572, Official Records For: public utilities and incidental purposes In favor of City of Irvine, a Calif mila municipal corporation Affects: The location of said easement is set forth therein. Lrceprforrs Cominued ih*A4% Order No. 1029787 -32 23 An instrument, upon the terms and conditions contained therein Entitled: Access Easement Agreement Dated: April 1, 2007 Executed by and between: Scholle Development SPE 1, LLC, a Delaware Limited Liability Company ( "Scholle "), Impac Center Owners Association, a California nonprofit mutual benefit corporation (Scholle Association "), Centerpointe Owners Association, a California nonprofit mutual benefit corporation ( "Centerpointe Association "), CIP Centerpointe 123 LLC, a California limited liability company ( "CIP 123 ") and is expressly approved and consented to by CIP Centerpointe LLC, a California limited liability company ( "CIP "), Centerpointe L.P., a Delaware Limited Partnership ( "Centerpointe L.P. "), Bates. Johnson Building, Ltd, n California Limited Partnership ( "Bates, Johnson ") and First California Bank, a California Banking Corporation ( "First California ") Recorded: May 11, 2007 as Instrument No. 2007000308910, Official Records Reference is hereby made to the above document for full particulars. 24 Before issuing its policy of title insurance, this company will require evidence, satisfactory to the company, that South Coast Thrift & Loan Association, a California Corporation: (a) Is validly formed on the date when documents in this transaction are to be signed; and (b) Ls in good standing and authorized to do business in the state or country where the corporation was formed. 25 Rights of parties in possession of said land by reason of unrecorded leases, if any. Please forward said lenses for our examination. 26 Any facts, rights, interest or claims which may be shown by an inspection of the laid or which may be disclosed by inquiry of persons in possession of said land. 27 A Lease Of Said Land Upon The Terms, Covenants And Provisions Therein Provided Recorded: January 21, 2011 As Instrument No. 2011- 37787, Official Records. Dated: December 15, 2010 Term: 5 Years From December 15, 2010 Lessor: First California Bank, As Successor In Interest To South Coast Commercial Baulc Lessee: T- Mobile West Corporation, A Delaware Corporation End of Schedule B M9INnt Order No. 1029787 -32 "NOTES AND RE, E,OUll ME, NTS SECTION" Note No. 1 California Revenue and Taxation Code Section 18662, effective January 1, 1994 and by amendment effective January 1, 2003, provides that the buyer in all soles of California Real Estate may be required to withhold 3 and 1/3% of the total sales price as California State Income Tax, subject to the various provisions of the law as therein contained. NOTE NO.2 PAYOFF INFORMATION: Note: this company does require current beneficiary demands prior to closing. If the demand is expired and a correct demand cannot be obtained, our requirements will be as follows: A. If this company accepts a verbal update on die demand, we may hold an amount equal to one monthly mortgage payment. The amount of this hold will be over and above the verbal hold the lender may have stipulated. B. If this company cannot obtain a verbal update on the demand, will either pay off the expired demand or wait for the amended demand, at the discretion of the escrow. C. In the event that a payoff is being made to a servicing agent for the beneficiary, this company will require a complete copy of the servicing agreement prior to close. Note No. 3 If this company is requested to disburse funds in connection with this transaction, chapter 598, statutes of 1989 mandates hold periods for checks deposited to escrow or sub - escrow accounts. The mandatory hold is one business day after the day deposited. Other checks require a hold period from three to seven business days after the day deposited. Notice Regarding Your Deposit of Funds California Insurance Code Sections 12413 el. Seq. Regulates the disbursement of escrow and sub- escrow funds by title companies. The law requires that funds be deposited in the title company escrow and sub- escrow accounts and be available for withdrawal prior to disbursement. punds deposited with die Company by wire transfer may be disbursed upon receipt Funds deposited with the Company via cashier's checks drawn on a California based bank may be disbursed the next business day after the day of deposit. If funds are deposited with by other methods, recording or disbursement may be delayed. All escrow and sub - escrow funds received by the Company will be deposited with other funds in one or more non- interest bearing escrow accounts of die Company in a financial institution selected by the Company. The Company and/or its parent company may receive certain direct or indirect benefits from the financial institution by reason of the deposit of such funds or the maintenance of such accounts with the financial institution, and the Company shall have no obligation to account to the depositing party in any manner for the value of, or to pay such party, any benefit received by the Company and /or its parent Company. Those benefits may include, without limitation, credits allowed by such financial institution on loans to ilia Company and/or its parent company and earnings on investments made on the proceeds of such loans, accounting, reporting and other services and products of such financial institution. Such benefits shall be deemed additional compensation of the Company for its services in connection with the escrow or sub- escrow. If funds are to be deposited with Orange Coast Title Builder Services by wire transfer, they should be wired to die following banldaccount: Wiling Instructions for This Office: CITIZENS BUSINESS BANK 301 VANDERBILT WAY SAN BE, RNARDINO, CA 92408 ABA NO. 122234149 ACCT NO. 245121776 Credit to the account of Orange Coast Title Builder Services Reference Title Order No. 1029787 -32 and Manuel Villalobos, title officer /NM js.H.in Order No. 1029787 -32 M)77 ORANGE COAST TITLE COMPANY Builder Services /Commercial Division 3536 Contours Drive #120 Ontario, CA 91764 Borrower: South Coast Thrift & Loan Association Lenders supplemental report The above mmnbered report (including any supplements or amendments thereto) is hereby modified and/or supplemented in order to reflect the following additional items relating to the issuance of an American Land Title Association loan policy form as follows: A. This report is preparatory to this issuance of an American Land Title Association loan policy of title insurance. This report discloses nothing, which would preclude the issuance of said American land title association loan policy of title insurance with endorsement no. 100 attached thereto. B. The improvements on said land are designated as: A Commercial Property 19752 MacArthur Boulevard, in the City of Irvine, County of Orange, State of California. C. Our search of the public records revealed conveyance(s) affecting said land recorded within 24 months of the date of this report are as follows: None. /NMN CALIFORNIA LAND TITLE Dian' 27ba Covamd MU ldl CovemiWM1g1 CovelvdDWe16: CavandlWlclgt In 7, This 1 Order No. 1029787 -32 EXbibnt $ (Revised 11 -17 -06) (ON STANDARD COVERAGEPOLICV -1990 EXCLUSIONS FROM COVERAGE Ingo publlowmrdsm DdeorPallcy, (an mid mmWding item mwmgeunywtlog which has mai pdorto DnaafPdicy Whitt, uunA effete olPOlrry, ortlm habinty wfallum ofmry, rnbmuo ownerofllw adeWcdte4 toomopty whh the vl of We Imnwcdon avldemad by the invmd mndgega and V bawd ulmn uevay m any memmvaedit potenim or by tan pallnyorthammoellm mmdng dm Inuul ortbe Inured War, by wawa afdn opewdm nffedaml PART pmprrty v by Ito pu6llcwooNn. Pmcaiiq®Iry a pubilo ogmcy wblch lord ar whioA maY bb asmlad fry promos fn pmusdon Jvmt d; n)tvater dgbla, alm mthlewtvrlm,. Drool wa mdlaaeitapl [duNa(e). (b)w(c)mo HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS nip Exec udrn drop ml mpply to violations or Wilding mares Omdm aftho violadm a mfm oropmdsing Ihodght apporn to tM Public gmords u lbo Paltry idol% orb. tholahing Imppomd bodkin, dm policy Delamd is 6Wingm Vuu ifYm u they appear In No Pull lc gam Ns m dm Ihaarm spatllopll, duuibtd and mfb.W w In pemgmpb 3 orSJmdulo A; and b. In diem; dart, orwnnwayv gut towch ft 4nd. This Evcbnim dams om emit dm Cribb Ilan IWdurbn 1(0) mopmt in SvANOW A. Ty Madmum Dollar fAmlt ofllvbllity S \TIONRL+4IDENTIAL TITLE INSURANCE POLICY (6.1487) EXCLUSIONS ak Wmimrtm . aflonon. noWOeab=dWivgrt emend mmr�atdimrms and aim lmvseM og: • mprovememo m apply wvahump or wramenl oflhmomutmMdchapplmin LbapubHomCar&WPoli° is a 71 excluumdoad.am nod limit tba dglo aPpaars To also public lmolda •m tbo Polar Dalo Oft Wing Upopmad prior an the Policy Doe and is binding co you ifym toymgbmmtmuy mlha,pogry Dme —unkn tbayappwcd Nthe publlo Dmms Mho -twit lnvolmW you Mhnfo®ddbnyinr epodEedly dmhltied and relined win Ilw 1 CfScbtdule AOE •in mrtgr, alleys, mwnnnays tAU wwh Yew WM. ntsosdudmdam opt Emgtheamess. V 00-17 -921 WITII ALTA ENDORSEMENT-FORM 7 COVERAGE EXCLUSIONS FROM COVERAGE t m dm ompancy, wy or Droop ofNeWadwuN panel 0 otdm mforcmmt tbmeafor o. Delo ofpolloy, but not rxcltdba from cotrosgt my eking which luaoomnrd pdorw Due ofPdicy which opt hero bmn.U*.d ww oftho ImblIhY or Mum of the lumad of Dew ofPOficy, or dm ImbgbY w IdWw ofmy mbm Weni mare -of dro Indehtedmay w romply with mhdtmled. modgege, oraloim (harms wNt6 edsw wgafWa Ua�ulm wWaomd by Ow 4uuld mongsgo and h beard upon ururyvmry mnmmcrmNh pumoaan m ecWm afglndlyy and soc%fl yIim to smvdom,lehmor®Irrlde, or ft Ilmoftbss tocu nby Otoi addnggammhniel, a DuhmwolkrdmNla m w DueofPolWy ebb le ml finsmtd Wwbu'avrn pm by Invade orWO lndobWdnen sanwd by dm Ilmuod malgago whkb m OuoafPdicy the Slmdard Inpreyl In YM U Grin odmrfavphat emnm mrvoy wallddlWdosyandwhlvh.roomshown bysopubllo wmNa tapdom In pmenn Grin Aou mdwddng Un IsmsaaollwwQ (a)weter dgldy alJmsotlitlm wwab,wMbvm not IM meow ovtNltd urdu(a), (b) .,(0) an, 2006 ALTA LOAN POLICY (06-17 -06) EXCLUSIONS FROM COVERAGE owtayla orlhh policy, obi thaCOmpsaywiIi not paylam m dmago, mny dwnayd My crmnmtm that who by raasm rl: Auktm Oncluding Uww rdadag wbAdimand mdng) mtdcdng, t9Wid rng, plaMbidng. wmWdng to: mthe omupmcy, UK or m)aymmdorlhb4M (� roam enmd on Em 4nd;NOOut wbdlvidon orlend; orOy mWronmemsl pwwdbnxthe arm army violation oftbbsthwymdioamq orgon nmmnad ?"P- IR Order No. 1029787 -32 1 R(Alaa olm chant denviu This Ucludaa deco rot rcadiiy.r ilmll lh0 mvmuppmvM urodu CowW IWb 7 wB. 7. DtnctkHom, mmodmmo,advvm ddmkorattar mono: (a) aloud, adlmed. naa1mf4 magroad to bythelnond Cldound;@) wiKnorm mtho 0004f1fly,.w rtmr WInttePObU. Rmubat Dow of Policy, ban Koowowtho famuW Oclmam mtl not disclosed In%WWM to W Company by dm lamed (Idnd¢m Pdortothe dam W hmncd (balmu heamam Inmrod undo, [hit pollry;(n) romllb® [am Iw or dsmrgc Ibdmllm.•IW CJelmsnC(d)utaddng eramed mWemwmllawalPollry (Aowsva,llN d.aannd aaod'dy"limit tta tovemgopmvNed miler Covwed Ald< 11,11, w ]4y m(a) ramldng In lad o, demap, WtwmD ml tmwtiem wthmd IftholaartA Galn on had pelt value Nrdm7nwnd Mongege a. Ifamromwbilily aflhe llmaflbo farmed Monrtgobrama crik habgltyW MUM ofanlnvned to comply withappllmble dowgdualnw lint, orthe sue whamtt. Lend Is dnued. 5. hnelidhy crunmWVwbllity Inwheb or In part oral Ilan ofthe lnmod M.aaegedm ohm out ofde uevrdlm midownd by maalmond Mavmge and it band upm uuuy or my ¢.norm rcoxth prokalm w wtkinAmdl.glan. 4 Any ctba by r aOmoflho%mmlm cfIbdemI bmkru my swelvdivb", oralmlitf a d fen' Ic (a) a Oeudulw ommytce or fudmlov from Cormegq dm Dmzpilvv Boo, CovcrngaInn 6uWerd Cbvvega potty will sm Indmotte Ibgowing Ibmapllau Oam Cdvmega EXCEPTIONS FROM COVERAGE Ddr polity don not Imumog real lase or domain, (end 11w Company will m payvm4 dwmya' fete. crupevw) that Man by mum oB I. (o)7'nmwarswment tMl erona dwwnaalsingllm[ bhyy lAomwoNa ofenyvehlgmdwily Wllaviwtmw wmmnemamlwlPmpanY orby tAoPoAIIeAmoNa; @)Pmm:dlaBr bye publw oganry Ibtmry mullln Ina orauesemera, wrdiw ofrd procwlilC0.wlwddrwnol [Man by 1MremNaafmabegmey orbytbe Po61io11ecanft 71vry Dar, sgMA IrAVruy wd¢Im Nel wool rMwnlrythe PuWle Re.wtlr Wt Wt opuld M emvldrcA by m Ivpallmn WtAO/aal wlhat vmY m.amled by Pmmns In posm[bn Ndw7erd. CAM encrutiroor emumbra a, wddmr IhmmSMtd.mn bycarmum aoffmis. q.Alry anamr8men4 awrtdxamq vloledoq vWhtbi4 wodvam dtmmmrea oRmingthv7hln dun w0utl bodlmbrW by mawaem and c.vpldo foal survey oflhe Lend and not dwvm by woPUbpepemrN. !. (m)1hlyrltolW WNmgdalm; @)mrnatbv mexer;glov In putts win Am eudmridag IM iumma umwC (.) wetvrightAdslma wtiaelotvma, whmAUwnu dm mella0 amoNW uWrr (off @), w (e) w dmw by lk h bllo ltcordr. ALTA OWNER'S POLICY (10 -17A2) EXCLUSIONS FROM COVERAGE cdwEirAtbo lad I, oiHa o lum 0000mllam0o it P1010010:4 oithe elfout ofwd• violation of @m.ta% oNlmwmndgmtynmedel mlplxtivm,meclawthe wand WI a nation ONO, evwrtemmtUNmiwo mdcoafedefea, Oen arenmmbmam mmWng from a violation atdlegod vlobUmaffeping dw land hu ban mmrded in thepubllo rmwdl u Data ofPollry. (b) Any Ipvmlmmtol poem powmmlmtcludW by (a) ebmA eaapt Milan m t,10.1a amino ditto ¢maimNvmfma mumor. delM; Ilm menmmbrance moulting from a vbbd.n mallaged violadme@mleg dm land hasbem mmWed in thopubllcmcords m Del. ofPolioy. 7. Waht ofembem domains nleu mtim oflho mmmAe thumfhu bwn mcomaW N dw public cacardt d Data of Policy, but W moh dlog fmm So .7 laid, which hu ocamW Mar Diane ofPdlry wbbh auuld be blodba, on tb right ofa padwer lbr vdue Without kncwfcdgp. I. Ddemp, HeA c ctrmbrnmm, edvam claims., other mulm; (o) crated. mRmod. eammW Or agreed to by W waned aldmrm; (b) not brown w Wo CavlPany, cot mmrded In the public reemdem Dew.fPoliry, buthnowu to the In" dmmom and notdiedomd In writing to IM Company by W InmrW claimant priwtolh. data Inn lormd mdmmbwamo an Inumed Imdeflhb pallcy;(e)remldng M no tau ordeme9oto the WwW CIIlWq (d) MUNngm CrUl d mbmryan to Daeol'Pdlcy, or(a) mmldng w Ian or damage whirl wwM not Imam been mrldmd irthe inaund dmlmam had paid -•alto %, ft mate w Imemd Invited by hbpogry. d. Alrydelm, WJm arlrwamofRmuavamlon vudea w W Inprrtd tMeml.m Immw wand by silo paltry, by scorn oflheopelulm ofRdiml bmDUpry, nuelmalveroy, mdmller mWhod dint lnwr,iNl Boo, by an ingcolloa.flM Imd a wNoh moat be ¢umW by pamv Inpomr[ion tlavmf. survry would dimlwe coil wWd am. cot ahoavn bY1M publik ramNe. raC (e) rum 4861; aroma w UUe mama, wMUVOr tottto monad eaupled ureb (.), @) w(e) EXCLUSIONS FROM COVERAGE 3adsmA cans, w.mny r.,, of an trim wisely rearm oC 1. My devil b r of W apcGlai of fcda¢I Wniwpuy, ilnu inio5macy, 0, rhvilu wWilon' dghta lams, Wyllw venmmbn vming tAO711b m dmwntn 9ahWule A b (p) a rleudubnt conv¢yenm or 0. Pabe o lw .eom oot hN ae t f.Wdr dn e vmo upm N dI b VersoLamrla ad l M atmtwv[n wf w v e6lubdrmwmwdry u lmroe A7ta, m ® ron t an¢ mbd o bmy d gm o rCwanmsmed oMl ¢WI mdel9 h ostylhb eW pa altryeat. W wmm lephib bauvoan Dale.fPollty and dmdm. ofIrn m addition an IMabovw Toldhw ud lovv lm Rm.mmC.,or g N the l W O m ro m an Fampdov Rom Covemp in a 91e Ihofull In i�a{nlmrll.m Covorega EXCEPTIONS FROM COVERAGE nis polpy dam notimm alpimv bas wdmmga(arw the C. mpoq vanot pay mm, mmmyd ram wmmentes) Ion minify mamnaC I. (o)7Wtm wauaunmt Wtwmt dmwnvmWag llrnrhyWmmNS .fury ladogemMdryttnlwlutmm woun[mentm moipmpwtyarby dm PWlw Ramrds; @)pmmedwgs bYO Wblic ogamy Wtmeyremhin Imoraarassmmmµ t mans ofoni pmPubingr, nnnisbutaim awwmby Immmrd by udspudonwby Landl It t may 2 Any.Oms,III. rmmlgwduma Wlemtb t.0 not itamm by do Milo bu and cold be ermWmdbymintpadlon ofthe Wd"that may be. namrlod by pemov lap.umdoo ofllroMM 7. Any ommantmaorcoxambrun ^wdelnt lbomSmradmany We PtGlio Ramrtls. 0. Arrylc R,n !!mrn4 etttoaabmneG dowwq vWedaM1wadvaso drmnutameBbcdag lh07'hlo WlnmaWMdhdocd bymaavroLa red maplme land msvoy.fwe food and tlwt m. rolsbowm by dw PublicAmmdr, 5. (m)DryWmIW miNn9delmS @l neavedov ormLatpdOVbpslmvwin AouwNmtw9 dm lamemmlMmC(dwvr rainy Chlmw11110 mtwmr.M.aliw roil thv l.urw mrmpW mills (v). @).w COVERAGE n.tpey Imlaudhitbramen, din& Pub4c) wcodaaiDmaofFaHeY. Thliadudmdomno,ilml tdwmvmgepmMWurAuc&And amdal In the Milo Pzwrdj u Duo afPdlry, but rat wou4108 gam mw.gewry Latina MdM bit acmrW pdarw Data d'Pdicy . edge. agGed, "• "•coed uragrmd to by the hmrmdCldaam; (b) rem Known to the Company, not rwwded In the Poblio Ramada et D¢I.af CmpenY by W Imnand Cwawdpdaw No, clam W hutted Gelmem bmamo sn ItrotrW tvdmdda pagoy;(o ndulang In m wit w fPdl¢y onto pen®aph der nw limn NemvonIIO ProNdad utWm COVwdIW4r 0. 16, 18,19, 21411,1?, 13, 29, ip end R6); uurW ClatmmlAad Wld v¢Ivefwtha lmmnal MOnerge. y ar Dllum aBM loourd d DaLaefPollry, ouMivbilllyor Rlluro ofarry mbscglrnlaamoflMilddud.eq wommplynith tMlmf, trhld erbmbm.fBlehaluenim eviaemod by the IweW Mmlprga ®d imbued umnmury. ezwpl wpmvidW In C.YCIrA corm o Ism on No Imd mbsmuma m Duo orPdlty. 7hle mduilml clan cot Larlll dm mvwgvpmvNed coder CDVtlW ldsb 7, 9(n,) vlmvW Mang¢gaw w WvericJ ormodill Woo nude egw W iavv.d Ms ICn.ntNge W I dtvesva shown N SdwdaloA b ro 'cob arluawn deco rem evwY mviolmima d Pero 2 oft Wgu y�+01 i4 Order No. 1029787 -32 ORANGE COAST TITLE BUILDER SERVICES PRIVACY POLICY 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 understand that you may be concerned about what we will do with such information — particularly any personal or financial information. We a ee that you have a right to ]mow how we will utilize the personal infrmation that you provide to us. Therefore, 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 which you provide to us. It does not govern the manner in which we may use information we leave obtained from any other source, such as information obtained from a public record or from another person or entity. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means. • Information we receive from providers of services to us, such as appraisers, appraisal management companies, real estate agents and brokers and insurance agencies (this may include the appraised value, purchase price and other details about the property that is the subject of your transaction with us). • Information about your transactions with us, our Affiliated Companies, or others; and • Information we receive front a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for 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 indefinitely, 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. Dormer Customers E, yen 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 parties 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. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Opting Out We may also share the information we collect about you within om family of companies (our "Affiliated Companies "). We may also provide this information to coinpanics that perform marketing or other services on our behalf, or on behalf of our Affiliated Companies ("Service Providers" ). however, we will not share this information with our Affiliated Companies or our Service Providers if you choose to opt out, iu writers. To opt out please use the font entitled "Request Not to Shaze Nonpublic Personal Information' , which is attached hereto. This form provides instructions on how to request us not to sleaze information with third parties. Please be aware that Orange Coast Title Builder Services and its Affiliated Companies maintain high standards to safeguard nonpublic, personal information, and do not rent or sell such information. Please note, however, that unless you opt out in writing, our Affiliated Companies and Service Providers will have access to the infomnation in our files. Other Important Information We reserve the right to modify or supplement this Privacy policy at any time. If our Privacy Policy changes, we will provide One new Privacy Policy and the ability to opt out (as required by law) before the new policy becomes effective. )V•.h N Order No. 1029787 -32 Attention Please note that this preliminary report now has an extra copy of the legal description on a separate sheet of paper. There are no markings on the page. The idea is to provide you with a legal description that can be attached to other documents as needed. Thank you for your support of Orange Coast Title Builder Services. We hope that this makes your job a little easier. Nei` Order No. 1029787 -32 Exhibit "A" Parcel A: Parcel 3, as shown on a map filed in book 107, pages 10 and 1 I or Parcel Maps, in the office of the County recorder of Orange County, California. Parcel E: Non - exclusive easements and rights of envy, as set forth in that certain Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for centeipointe recorded December 13, 1977 in book 12490, page 1134 of Official Records of Orange County, California, within the boundaries of the real property situated in Orange County, State of California, more particularly described as Parcels 1, 2 and 4 through 7, inclusive, as shown on a map filed in book 107, pages 10 and 11 of Parcel Maps, in the office of the County recorder of Orange County, California. MAX EXHIBIT 4 COPY OF PLANTING PLAN SHOWING NEW TREES LOCATIONS i n � i a "1 rl ` z m �.. 1X \ mnn a.11 mO� O c e� \ + N I ' pql. Dn 'o jp. �YYYYYry,r is 2 ? -I FO ]t z7 bcbc Icy /� �cy< s. I �Rry I G t 1 P ME' 40 , .. jFie kp A p O I 1 1 A 0 Z 'ni � m v asp R Y 0 z z 44' tiL m y N� Y pS 4Si3v FO ]t z7 bcbc Icy /� �cy< s. I �Rry I G t 1 A p I 1 0 i wo, j j C _ Yy ,1 IIAr Ar ii ii/Iiiiilllll Ill A.I.NIOdNO.I.NJO 9NIl NFiOM �0 1IW19 _ I I I i IIy I•D I I I II I �L )V^A .�z ^�N t9 F Fib g^ Pke LZ} bp : bait 4i$ WPM 6" b E b b 8 U: 1rr6R y 1 j n � 0V [QR� 0 ooh o ©p Fmaa��j oleto � A a�&A�ggt %tl EA ��i R��Ape¢f kki �� �3�A•�b�k ��b ��� .§Cog F^ � p 1 bpi y iF € LR 8 Z b..b bb m OTC ue n� 1 i •I o Eg p N Z 6 ° y �RF g: 1 m°; -$ yy Ana t { F �4k;A ®08R0&00 �3 ' d d •I o Eg p N Z 6 ° y �RF g: 1 m°; -$ yy Ana t { F �4k;A ®08R0&00 �3 •I o Eg p N Z 6 ° y �RF g: 1 m°; -$ yy Ana t { F �4k;A APN: 445 - 132 -11 (Bates Johnson Building, LTD) TITLE REPORT NO: Orange Coast Title, Order # 1029788 -32 PROJECT: Jamboree Road Improvements — Bristol Street North to Fairchild Road SETTLEMENT AGREEMENT FOR ACQUISITION OF REAL PROPERTY INTERESTS AND JOINT ESCROW INSTRUCTIONS This SETTLEMENTAGREEMENT FORACQUISITION OF REAL PROPERTY INTERESTS AND JOINT F'7S�CROW INSTRUCTIONS ( "Agreement ") is entered into this ai?0.0 day of t . 2012 by and between the City of Newport Beach, a Municipal Corporation (hereinafter called "Buyer "),and Bates Johnson Building, Ltd, a California Limited Partnership (hereinafter called "Seller ") for acquisition by Buyer of certain real property and interests in real property hereinafter set forth. RECITALS WHEREAS, Buyer desires to acquire certain easements and all of Seller's rights, interests and title in and to a portion of Seller's real property for the Jamboree Road Improvements — Bristol Street North to Fairchild Road Project ( "Project "). The real property interests to be acquired herein are more particularly described in the following attached Exhibits: Easement Deed (for street, sidewalk, and other right -of -way purposes) with legal description and plat map attached, and Certificate of Acceptance, which shall be in the form of Exhibit 1 attached hereto and incorporated by reference herein (the "Easement Deed "); and ii. Temporary Construction Easement (for construction purposes) with legal description and plat map attached, and Certificate of Acceptance, which shall be in the form of Exhibit 2 attached hereto and incorporated by reference herein (the "Temporary Construction Easement "); and WHEREAS, Seller desires to sell to Buyer the above described real property interests; and WHEREAS, Buyer has established an amount believed to be just compensation for such property interests and has advised Seller of the basis for its determination of just compensation; and WHEREAS, Seller has accepted Buyer's offer as fair and just compensation for such WHEREAS, Seller acknowledges and agrees that Buyer only intends to proceed with this acquisition of Seller's Property and the Project if Buyer is able to simultaneously acquire those portions of Assessor Parcel Numbers 445 - 132 -09 and 445 - 132 -18 necessary to complete the Project; and WHEREAS, the Easement Deed and the Temporary Construction Easement conveying such property interests have been executed and delivered to Orange Coast Title Company, which has agreed to act as Escrow Agent pursuant to this Agreement for the benefit of both Buyer and Seller. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND LEGAL SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE FOREGOING RECITALS ARE HEREBY INCORPORATED IN THIS AGREEMENT BY REFERENCE AND IT IS MUTUALLY FURTHER AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: ()r (�) 1. AGREEMENT TO SELLAND PURCHASE. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement (hereinafter called "Agreement'), all that certain real property and easements (hereinafter collectively "Property ") situated in the City of Irvine, County of Orange, State of California, and legally described as follows: SEE EXHIBIT 1 AND EXHIBIT 2 ATTACHED HERETO AND BY THIS REFERENCE MADE APART HEREOF 2., PURCHASE PRICE. The total purchase price of the Property, which includes the value of the land and improvements thereon and compensation for the Temporary Construction Easement described in Section 3.2, payable in cash through escrow, shall be the sum of One Hundred Fifty -Six Thousand Dollars ($156,000.00) (the "Purchase Price "). 3. CONVEYANCE OF TITLE. 3.1. Seller agrees to convey to Buyer at the close of escrow hereunder by the Easement Deed in the form of Exhibit 1, certain real property interests to the real property described therein, free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases, and taxes EXCEPT: a. Non - delinquent real property taxes and assessments for the fiscal year in which this transaction closes which shall be cleared and paid by Buyer in the manner required by Sections 4986 and 5082.1 of the Revenue and Taxation Code, if unpaid at the close of this transaction. Buyer and Seller agree that any real property taxes and assessments for the Property for the fiscal year in which this transaction closes shall be prorated between Buyer and Seller as of the date of close of escrow hereunder pursuant to a written proration statement provided to Escrow Agent and approved by Buyer and Seller in writing. In addition, Buyer and Seller further agree regarding real property taxes and assessments with respect to the Property as follows: Any unpaid real property taxes and assessments attributable to the period prior to the close of escrow hereunder shall be paid by Seller as and when due, and any refund of such real property taxes and assessments attributable to the period prior to the close of escrow hereunder that have been paid by Seller, if any, shall be refunded to Seller. In addition, any non - delinquent real property taxes and assessments attributable to the period on and after the close of escrow hereunder shall be cleared and paid by Buyer in the manner required by Sections 4986 and 5082.1 of the Revenue and Taxation Code as provided above; provided however, that any refund of such real property taxes - and •assessments.attributable -to: the - period- on- orafter- the .close- ofescrow- hereunder _ that have been paid by Seller, if any, shall be refunded to Seller, and any refund of such real property taxes and assessments attributable to the period on or after the close of escrow hereunder that have been paid by Buyer, if any, shall be refunded to Buyer. b. Quasi - public utility, public alley, public street easements, and rights of way of record (except rights in any such items conveyed under this Agreement). c. ALL of the items shown as exceptions to title in the above referenced preliminary title report issued by Orange Coast Title Company dated March 1, 2012, a copy of which is attached hereto as Exhibit 3 and incorporated by reference herein (the 'Preliminary Report"), except that, as part of satisfying the conditions to the close of escrow set forth in Section 5 below, items 17, 22 and 23 shown in the Preliminary v Report relating to Seller's existing financing shall be removed from the Property that is described in the Easement Deed attached as Exhibit 1. 3.2. Seller further agrees to convey to Buyer at the close of escrow hereunder by the Temporary Construction Easement in the form of Exhibit 2, certain real property interests in, on, over and above the portion of the Seller's Property depicted on the attached Exhibit 2 and incorporated herein by this reference. TITLE INSURANCE POLICY. EscrowAgent shall, following the recording of the Easement Deed attached hereto as Exhibit 1 and the Temporary Construction Easement attached hereto as Exhibit 2, provide the Buyer with a CLTA Standard Coverage Policy of Title Insurance in the amount of $156,000.00 issued by Orange Coast Title Company showing the title to the real property identified in Exhibit 1 vested in Buyer, subject only tp the exceptions set forth in Section 3.1 of this Agreement and the printed exceptions and stipulations in such policy. Buyer agrees to pay the premium charged for such policy. 5. ESCROW. Buyer and Seller agree to open an escrow in accordance with this Agreement with Orange Coast Title Company ( "Escrow Agent "). Buyer and Seller acknowledge and agree that Buyer will also be entering into separate escrows pursuant to the separate agreements between (a) Buyer and CIP Centerpointe 1236 LLC, a Delaware limited liability company, (b) Buyer and First California Bank, a California banking corporation, and (c) Buyer and Centerpointe Owners Association, a California corporation, for the acquisition of all of the other property necessary to complete the Project and these separate escrows will also be entered into with Escrow Agent. This Agreement constitutes the joint escrow instructions of Buyer and Seller to the EscrowAgent, and EscrowAgent is hereby authorized and instructed to act under this Agreement. The parties acknowledge and agree that the escrow under this Agreement shall close concurrently with the escrows under each of the other agreements mentioned above so that the Buyer is able to acquire all the property set forth in this Agreement and in the other agreements mentioned above that is necessary to complete the Project. The parties acknowledge and agree that the escrow under this Agreement shall not close if Buyer is unable to acquire those portions of Assessor Parcel Numbers 445 - 132 -09 and 445 - 132 -18 necessary to complete the Project. If for any reason whatsoever the escrow under this Agreement is unable to close due to the foregoing, then neither Seller nor Buyer shall be in default hereunder. Prior to the close of escrow hereunder, as a condition for the benefit of each of Buyer and Seller, the trustee(s) and beneficiary(ies) with respect to Seller's existing financing for the Property shall (i) give its written consent to the transactions contemplated hereunder, including the recording of the Easement Deed and the Temporary Construction Easement, and (ii) deliver a partial reconveyance of such Lender's deed of trust and such Lender's other recorded financing documents with respect to the Property to be conveyedto Buyer by the Easement Deed attached hereto as Exhibit 1. If the parties are unable for any reason whatsoever to satisfy the condition set forth in this paragraph, then neither Seller nor Buyer shall be in default hereunder. The parties hereto agree to perform all acts reasonably necessary to close this escrow in the shortest possible time; provided, however, that the escrow shall close not later than May 31, 2012, unless the parties mutually agree otherwise in writing. Seller shall execute and deliver the Easement Deed and the Temporary Construction Easement to EscrowAgent concurrently with execution and delivery of this Agreement by Buyer and Seller. After opening of escrow, Buyer will deposit the executed Certificate of Acceptance for each of the Easement Deed and the Temporary Construction Easement with Escrow Agent. Buyer agrees to deposit the Purchase Price upon demand of EscrowAgent on or before the close of escrow hereunder, togetherwith all otherfunds required from Buyer M"I hereunder. Buyer and Seller agree to deposit with Escrow Agent any additional instruments as may be reasonably necessary to complete this transaction. All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account or by wire transfer pursuant to the written instructions of the party to whom or for whose benefit such disbursement is made. 6. ESCROW AGENT IS AUTHORIZED TO, AND SHALL: Upon the close of escrow hereunder: a. Pay and charge Seller, but only upon Seller's prior written approval, for any amount necessary to place title in the condition necessary to satisfy Section 3 of this Agreement; b. Pay and deduct from the Purchase Price, any amount necessary to satisfy any delinquent real property taxes or assessments, together with penalties and interest thereon, provided, however, that any non - delinquent real property taxes and assessments shall be prorated and paid as provided in Section 3.1.a of this Agreement; c. Pay and charge Buyer for all reasonable fees incurred in this transaction including payment of reconveyance fees and forwarding fees for partial or full reconvenances of deeds of trust or release or mortgage by Buyer; d. Pay and charge Buyer for any escrow fees, charges, and costs payable under Section 7 of this Agreement; and e. Disburse the funds comprising the Purchase Price to Seller, subject to any deduction(s) authorized by this Agreement, by wire transfer pursuant to Seller's written instructions and record the Easement Deed and the Temporary Construction Easement upon the close of escrow when the conditions of this escrow have been fulfilled by Buyer and Seller. In no event will the funds comprising the Purchase Price to be disbursed to Seller at the close of escrow be reduced except upon Seller's prior written approval of an estimated closing statement showing each specific item to be paid from Seller's funds with Seller's prior written approval. The term "close of escrow ", if and where written in these instructions, shall mean the date the Easement Deed and the Temporary Construction Ease mentreco�ded'i Tthe O'ffuce of'the County Recorder for the County of Orange, State of California, and the funds comprising the Purchase Price, subject to any deduction(s) authorized by this Agreement, have been disbursed to Seller by wire transfer pursuant to Seller's written instructions. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of the policy of title insurance. All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing. TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW IS TO CLOSE AS SOON AS POSSIBLE; provided, however, that the escrow shall close not later than May 31, 2012, unless Buyer and Seller mutually agree otherwise in writing. 7. ESCROW FEES, CHARGES AND COSTS. Buyer agrees to pay all of Buyer's and Seller's and Escrow Agent's reasonable fees, charges, and costs which arise in this escrow. FULL AND COMPLETE SETTLEMENT. Seller hereby acknowledges that the compensation paid to Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, by reason of Buyer's acquisition of the Property, specifically including, but not limited to, any and all damage to Seller's remainder property by reason of the acquisition of the Property or the installation of the improvement Project in the manner proposed, the value of improvements pertaining to the realty, leasehold improvements, any and all claims of rental or leasehold value and loss of business goodwill, any claim of Seller for relocation benefits or assistance, and any and all other claims that Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property. Seller and Buyer, and each and all of their individual collective agents representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries, hereby release the other party, and each of them, from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitations those relating tojust compensation, damages, which any of them now have, or might hereafter have by reason of any matter or thing arising out or in any way relating to Buyer's acquisition of the Property interests described herein. 9. CONSTRUCTION CONTRACTAND CURATIVE WORKAND OTHER CONSIDERATION. It is understood and agreed by and between the parties hereto in addition to the compensation shown in Section 2 hereinabove, the Buyer, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed Project: i. Construct both retaining and planter walls at the intersection of MacArthur Blvd. and Jamboree Rd. in accordance with City's construction drawing number R- 5998 -S. b. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this Agreement, the right of possession and use of the subject Property by the Buyer, shall only commence on the date of the close of escrow hereunder and that the amounts referred to in Section 2 and Section 10 herein includes, but is not limited to, full payment for such possession and use, including damages to the subject Property, if any, from said date. c. All work done under this Agreement by Buyer shall conform to all applicable building, fire and - sanitary laws, ordinances, and regulations relating to such - work, and shall - - - - — - be done in a good and workmanlike manner, fully paid for and lien free, at Buyer's sole cost and expense. All structures, improvements or other facilities, when removed, and relocated, or reconstructed by the Buyer, shall be left in as good condition as found. d. Buyer agrees to indemnify and hold harmless Seller from any liability arising out of Buyer operations under this Agreement. Buyer further agrees to assume responsibility for any damages proximately caused by reason of Buyer operations under this Agreement and Buyer will, at its option, either repair or pay for such damage. 10. PERMISSION TO ENTER ON PREMISES. It is understood and agreed that for Project planning and funding purposes the Seller hereby grants to Buyer and authorized agents or contractors, from and after the close of escrow hereunder, the right of possession and use of R /:�� the area described in Exhibit 1 and Exhibit 2 attached hereto to perform the work described in Section 9.a. However, said right of possession and use shall not be exercised prior to the Buyer, or Buyer's agent, providing Seller with a 48 -hour prior written notice to perform the construction items listed in Section 9.a above. The right to use the Property shall continue in effect for a period of three (3) months. Said use shall begin from the date, after the close of escrow hereunder, that Buyer, or Buyer's agent, provides Seller with a 48 -hour prior written notice. All efforts shall be made to complete the described work within such three (3) month period of time; provided, however, that extraordinary circumstances may occur which may require additional time to complete the work (i.e. rain, labor dispute, shortage of materials). It is agreed that should the actual use extend beyond the three (3) month time period delineated above, and the occurrence is verified through the contractor or City inspection logs, the Buyer agrees to pay to Seller for such additional use of the Property beyond the three (3) months time period at the rate of $39.39 per calendar day, for each additional day until the actual date of Buyer's termination of use. It is further understood that in no event shall the Buyer's use of the Property extend beyond the earlier of either (i) the termination of the Temporary Construction Easement in accordance with its terms, or (ii) the date construction of the Project is completed. 11. RENTAL AND LEASEHOLD INTEREST. Seller warrants that Seller has no knowledge of any third parties in possession of any portion of the Property as lessees, tenants at sufferance, trespassers, or invitees, and that there are no oral or written recorded or unrecorded leases or other agreements concerning all or any portion of the Property exceeding a period of one month. Seller further agrees to hold Buyer harmless and reimburse Buyer for any and all of its losses and expenses occasioned by reason of any lease of any portion of the Property held by any tenant of Seller for a period exceeding one month. 12. WARRANTIES, REPRESENTATIONS, AND COVENANTS OF SELLER. Seller hereby warrants, represents, and /or covenants to Buyer that: a. To Seller's actual knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. b. Other than as listed in the Preliminary Report, to the best of Seller's knowledge, there are no encroachments onto the Property by improvements on any adjoining property, nor do any buildings or improvements encroach on other properties. c. Until the closing of the escrow hereunder, Seller shall not do anything which would impair Seller's title to any of the Property. d. Subject to the satisfaction of the conditions set forth in Section 5 above, to the Seller's actual knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which the Property may be bound. e. Until the closing, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations this Section 12 not to be true as of closing, immediately give written notice of such fact or condition to Buyer. 9� 13. HAZARDOUS WASTE. Seller does not have actual knowledge of, or reasonable cause to believe that, there exists any release of hazardous substances, as defined in California Health and Safety Code section 25316, on the Property that would require notice from Seller to Buyer pursuant to California Health and Safety Code Section 25359.7. 14. COUNTERPARTS. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. 15. CONTINGENCY. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Buyer herein. The execution of these documents and the delivery of same to Escrow Agent constitute such acceptance and approval. 16. NO BROKERS. Buyer and Seller each represents to the other that no brokers have been involved in this transaction. Buyer and Seller agree to indemnify one another against any claim, suits, damages and costs incurred or resulting from the claims of any person for any fee or remuneration due in connection with this transaction pursuant to a written agreement made with said claimant. 17. JURISDICTION AND VENUE. This Agreement shall be governed by and constructed in accordance with the laws of the State of California. The parties consent to the jurisdiction of the California Courts with venue in Orange County. 1'8. ASSIGNMENT. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. Buyer may freely assign any or all if its interests or rights under this Agreement or under the Escrow without the consent of Seller provided, however, that such assignment shall not release Buyer from its obligations hereunder. 19. COOPERATION. Each party agrees to cooperate with the other in the closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. 20. ENTIRE AGREEMENT, WAIVER AND MODIFICATION. This Agreement is the entire Agreement between the parties with respect to the subject matter of this Agreement. It supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent"oracquiescence-with-respect-to-any-provision-of this- Agreement - shall - beset -forth in writing and duly executed by or on behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach. [The remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. Mailing address of Seller: 19742 MacArthur Blvd., Suite 240 Irvine, CA 92612 -2446 Mailing Address of Buyer: PO Box 1768 Newport Beach, CA 92658 -8915 APPROVED AS TO FORM: City � 0 SELLER: Bates Johnson Building, LTD a California Limited Partnership Name: _ - r? % a 4scv i ✓�� 7YrrsT; 31 -z31q S Title: 6;, �e BUYER: The City of Newport Beach, a Municipal Corporation 0 Nancy Gardner, Mayor ATTEST TO: By: Leilani I. Brown, City Clerk Mailing Address of Escrow Agent: CONSENT OF ESCROW AGENT: By its signature hereto, the undersigned Escrow Agent agrees with each of Buyer and Sellerto act in accordance with all of the terms and conditions of the foregoing Agreement that are applicable to the Escrow Agent. ESCROW AGENT. ORANGE COAST TITLE COMPANY By:_ Name: EXHIBIT 1 EASEMENT DEED WITH LEGAL DESCRIPTION AND PLAT MAP RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Newport Beach PO Box 1768 Newport Beach, CA 92658 -8915 Attention: City Clerk Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R &T Code § 11922 (Space above this line for Recorder's use) EASEMENT DEED Orange County Assessor's Parcel Number: 445 - 132 -11 (Portion) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Bates Johnson Building, Ltd, a California Limited Partnership HEREBY GRANTS TO THE CITY OF NEWPORT BEACH, a Municipal Corporation an easement for public STREET AND UTILITY purposes and all other uses appurtenant thereto in, on, over, under, and through the real property in the City of Irvine, County of Orange, State of California described on Exhibit "A" and shown on Exhibit "B ", which exhibits are attached hereto and by reference made a part hereof (the "Property "). SUBJECT TO: 1. General and special taxes and assessments for the current fiscal tax year; and 2. All covenants, conditions, restrictions, reservations, rights, rights -of -way and easements recorded against the Property, and all other matters of record. [Continued on next page.] IN WITNESS WHEREOF, the Grantor hereto has caused this Easement Deed to be executed as of this day of 2012. Bates Johnson Building, Ltd, a California Limited Partnership M ACKNOWLEDGMENT State of California County of Orange On , before me, (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: (Seal) CERTIFICATE OF ACCEPTANCE This CERTIFICATE OF ACCEPTANCE is to certify that the interest in real property conveyed by the Easement Deed dated from Bates Johnson Building, Ltd, a California Limited Partnership to the City of Newport Beach, a municipal corporation is hereby accepted on , 2012, by the undersigned officer on behalf of the City of Newport Beach pursuant to authority conferred by Resolution No. 92 -82 of the City Council adopted on July 27, 1992. The City consents to the recordation of said document in the Officer of the Recorder of Orange County, State of California. APPROVED AS TO FORM: City Attorney' Office vycBy: Aar n C. Harp City Attorney ATTEST: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation By: Nancy Gardner Mayor EXHIBIT `A' RIGHT -OF -WAY ACQUISITION LEGAL DESCRIPTION THAT PORTION OF PARCEL 2 AS SHOWN ON PARCEL MAP RECORDED IN BOOK 107, PAGES 10 THROUGH 11 INCLUSIVE OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF JAMBOREE BOULEVARD AND MACARTHUR BOULEVARD AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE CENTERLINE OF JAMBOREE BOULEVARD NORTH 40 °38'23" EAST, 220.09 FEET; THENCE LEAVING SAID CENTERLINE OF JAMBOREE BOULEVARD SOUTH 49 021'37" EAST, 60.00 FEET TO THE MOST WESTERLY CORNER OF SAID PARCEL 2, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 2 SOUTH 49. 21'37" EAST, 14.00 FEET TO THE BEGINNING OF A LINE THAT IS PARALLEL WITH AND 74.00 FEET SOUTHEASTERLY OF SAID CENTERLINE OF JAMBOREE BOULEVARD; THENCE LEAVING SAID WESTERLY LINE ALONG SAID PARALLEL LINE NORTH 40 038'23" EAST, 139.91 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY WITH A RADIUS OF 2557.00 FEET; THENCE LEAVING SAID PARALLEL LINE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01 915'48" AN ARC LENGTH OF 56.37 FEET TO THE EAST LINE OF SAID PARCEL 2; THENCE ALONG SAID EAST LINE NORTH 49 021'37" WEST, 13.38 FEET TO THE NORTHERLY MOST CORNER OF SAID PARCEL 2; THENCE ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 2 SOUTH 40 038'23" WEST, 196.28 FEET TO THE TRUE POINT OF BEGINNING; CONTAINS AN AREA OF 2,736 SQUARE FEET, MORE OR LESS. ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT'B' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS OF WAY AND EASEMENTS OF RECORD, IF ANY. VALD 129 PAGE 1 OF 2 EXHIBIT 'A' RIGHT -OF -WAY ACQUISITION LEGAL DESCRIPTION THIS DES5RIPTION HAS BEEN PREPARED BY ME OR UNDER MY DIRECTION AND DATED THIS23'' DAY OF JUNE, 2011. J.O. AUSTINSON, L.S. 5394 LICENSE EXPIRES 09/30/12 /p LAND SU\ gyp. AUS,, No. 5394 z * Exp. 09/30/12 .k IPA OP' CAl%F O�j VALD 129 PAGE 2 OF 2 P.09. 220.09' N40'38'23 "E �`X �oO�P / T.P.O.B.-\ 14.00' S49 21'37 "E 3 JAMBOREE BLVD 60.00' 54921'37 "E - 196.28' b S4038'23 "W N43 1 39.91.91' ' J1 1 A= 01'15'48' R= 2557.00' L= 56.37' PARCEL 2 P.M.B. 107/10 -11 13.38' N49 21 '37 "W PARCEL 1 G p LAND SU AUSr � yN P LEGEND: �� Z No. 5394 RIGHT OF WAY - - * Exp. 09/30/12 LINE S9re PARCERL LINE Dp CAL \Fp��\P LEGAL DESCRIPTION BOUNDARY LINE VALD 129 AREA =2,736 S.F. VA CONSULT94G WC. EXHIBIT B' REVISION DATE- AA CIVIL ENGINEERS LAD SURVEYORS LAND PLANNERS PLAT PRO N0 3]3A1.GSGG DATE: 09/40/11 I' =100' TO ACCOMPANY LEGAL DESCRIPTION IN PROD M0R' JWW SHEET 1 ---y 6400 OAK CANYCK SUITE 1% ( ) O+ THE CITY OF IRVINE SURVEYOR: JOA IRVINE, CA 92619 COUNTY OF ORANGE, STATE OF CALIFORNIA DRAFTER: ORB 1 Figure Name: VALD 129 North: 2186953.19 East: 6071256.10 Course: S 40 -38 -23 W Distance: 196.28 North: 2186804.25 East: 6071128.26 Course: S 49 -21 -37 E Distance: 14.00 North: 2186795.13 East: 6071138.88 Course: N 40 -38 -23 E Distance: 139.91 North: 2186901.30 East: 6071230.01 Are Length: 56.37 Radius: 2557.00 Delta: 1 -15-48 Tangent: 28.19 Chord: 56.37 Ch Course: N 40 -00 -29 E Course In: N 49 -21 -37 W Out: S 50 -37 -25 E Ctr North: 2188566.67 East: 6069289.70 End North: 2186944.48 East: 6071266.25 Course: N 49 -21 -37 W Distance: 13.38 North: 2186953.19 East: 6071256.10 Perimeter: 419.94 Area: 2736.24 0.06 acres Mathematical Closure - (Uses Survey Units) Error of Closure: 0.000 Course: S 90 -00 -00 E Precision 1: 419943142.79 I OF 1 EXHIBIT 2 TEMPORARY CONSTRUCTION EASEMENT WITH LEGAL DESCRIPTION AND PLAT MAP RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Newport Beach PO Box 1768 Newport Beach, CA Attention: City Clerk 92658 Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R&T Code § 11922 (Space above this line for Recorder's use) Orange County Assessor's Parcel Number: 445 - 132 -11 FULL [ ] PORTION [X ] TEMPORARY CONSTRUCTION EASEMENT FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Bates Johnson Building, Ltd, a California Limited Partnership HEREBY GRANTS TO THE CITY OF NEWPORT BEACH, a Municipal Corporation A temporary easement for construction purposes in, on, over, under, and through the real property in the City of Irvine, County of Orange, State of California described on Exhibit "A" and shown on Exhibit "B ", which exhibits are attached hereto and by reference made a part hereof (the "Property "). SUBJECT TO all covenants, conditions, restrictions, reservations, rights, rights -of -way and easements recorded against the Property, and all other matters of record. This Temporary Construction Easement shall terminate upon the filing of a Notice of Completion for the Jamboree Road Improvements — Bristol Street North to Fairchild Road Pro]ect, or within two (2) years of the date of this document shown below. [Continued on next page.] IN WITNESS WHEREOF, the Grantor hereto has caused this Easement Deed to be executed as of this day of 2012. Bates Johnson Building, Ltd, a California Limited Partnership By: Name: Title: ACKNOWLEDGMENT State of California County of Orange On , before me, (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: (Seal) CERTIFICATE OF ACCEPTANCE This CERTIFICATE OF ACCEPTANCE is to certify that the interest in real property conveyed by the Temporary Construction Easement dated from Bates Johnson Building, Ltd, a California Limited Partnership to the City of Newport Beach, a municipal corporation is hereby accepted on , 2012, by the undersigned officer on behalf of the City of Newport Beach pursuant to authority conferred by Resolution No. 92 -82 of the City Council adopted on July 27, 1992. The City consents to the recordation of said document in the Officer of the Recorder of Orange County, State of California. APPROVED AS TO FORM: City Attorney's Office In City ATTEST: CITY OF NEWPORT BEACH, A Municipal Corporation 1 L /lil��.. By: Harp Nancy Gardner ey Mayor By: Leilani I. Brown City Clerk EXHIBIT 'A' TEMPORARY CONSTRUCTION EASEMENT LEGAL DESCRIPTION THAT PORTION OF PARCEL 2 AS SHOWN ON PARCEL MAP RECORDED IN BOOK 107, PAGES 10 THROUGH 11 INCLUSIVE OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF JAMBOREE BOULEVARD AND MACARTHUR BOULEVARD AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE CENTERLINE OF JAMBOREE BOULEVARD NORTH 40 038'23" EAST, 220.09 FEET; THENCE LEAVING SAID CENTERLINE OF JAMBOREE BOULEVARD SOUTH 49 021'37" EAST, 60.00 FEET TO THE MOST WESTERLY CORNER OF SAID PARCEL 2; THENCE ALONG THE WESTERLY LINE OF •SAID PARCEL 2 SOUTH 49 °21'37" EAST, 14.00 FEET TO THE BEGINNING OF A LINE THAT IS PARALLEL WITH AND 74.00 FEET SOUTHEASTERLY OF SAID CENTERLINE OF JAMBOREE BOULEVARD, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERLY LINE ALONG SAID PARALLEL LINE NORTH 40 038'23" EAST, 139.91 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY WITH A RADIUS OF 2557.00 FEET; THENCE LEAVING SAID PARALLEL LINE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01 °15'48" AN ARC LENGTH OF 56.37 FEET TO THE EASTERLY LINE OF SAID PARCEL 2; THENCE ALONG SAID EASTERLY LINE SOUTH 49 °21'37" EAST, 18.62 FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 40 038'23" WEST, 196.28 FEET TO THE WESTERLY LINE OF SAID PARCEL 2; THENCE ALONG SAID WESTERLY LINE NORTH 49 °21'37" EAST, 18.00 FEET TO THE TRUE POINT OF BEGINNING; CONTAINS AN AREA OF 3,545 SQUARE FEET, MORE OR LESS. ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT'B' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS OF WAY AND EASEMENTS OF RECORD, IF ANY. VALD 129 -01 PAGE 1 OF 2 EXHIBIT `A' TEMPORARY CONSTRUCTION EASEMENT LEGAL DESCRIPTION THIS DESCRIPTION HAS BEEN PREPARED BY ME OR UNDER MY DIRECTION AND DATED THIS Z3 ^d DAY OF JUNE, 2011. ,,AND N0, 5394 Z ZZ_ k� �E p .09/3/12 2 J.O. AUS TINSON, L.S539 4 . o L� CAFO��`P LICENSE EXPIRES 09/30/12 VALD 129 -01 PAGE 2 OF 2 I _ P.O.B. OR5 O� i 220.09' N40'38'23 °E 60.00' S4921'37'E 14.00' / S4921'37'E 18.00' AIAO.W-47" Iq/ 3 A= 01'15'48" R= 2557.00' L= 56.37' 7.09. 139.91' 196.28' PARCEL 2 P.M.B. 107/10 -11 JAMBOREE BLVD \ o — — —1 18.62' S49'21'37'E 1 LAND SUR` y�° �°. AUS., FO LEGEND: No. 5394 z * Exp. 09/30/12 RIGHT OF WAY FOF- CENTER LINE — OAOF° PARCEL LINE LEGAL DESCRIPTION VALD 129 -01 BOUNDARY LINE AREA =3,545 S.F. VA CONSULTING INC. EXHIBIT 'B' N DATE' CIVIL ENGINEERS LAND artcVEYDRS LAND PLANNERS PLAT PRGJ. PROJ. Not. 373.01.01500 GATE: ae /zO /n Y =100' � TO ACCOMPANY LEGAL DESCRIPTION IN PRa MOA' 'M1rif SI¢ET 1 - -_•�, 6100 OAK CANYON. RM 110 (9/9) 474-MM CITY OF IRVINE SURVEYOR: JOA IRVINE, CA 92618 COUNTY COUNTY OF ORANGE, STATE OF CALIFORNIA GRAFTER: ORO 1 Figure Name: VALD 129 -1 North: 2186901.30 East: 6071230.01 Course: S 40 -38 -23 W Distance: 139.91 North: 2186795.13 East 6071138.88 Course: S 49 -21 -37 E Distance: 18.00 North: 2186783.41 East: 6071152.54 Course: N 40 -38 -23 E Distance: 196.28 North: 2186932.35 East: 6071280.38 Course: N 49 -21 -37 W Distance: 18.62 North: 2186944.48 East: 6071266.25 Are Length: 56.37 Radius: 2557.00 Delta: 1 -15-48 Tangent: 28.19 Chord: 56.37 Ch Course: S 40 -00 -29 W Course In: N 50 -37 -25 W Out: S 49 -21 -37 E Ctr North: 2188566.67 East: 6069289.70 End North: 2186901.30 East: 6071230.01 Perimeter: 429.19 Area: 3544.72 0.08 acres Mathematical Closure - (Uses Survey Units) Error of Closure: 0.000 Course: S 90 -00 -00 E Precision 1: 429185991.24 1 OF 1 EXHIBIT 3 COPY OF PRELIMINARY TITLE REPORT VA Consulting 17801 Cartwright Road Irvine, CA 92614 Attention: BUTCH Your Reference No.: APN 445- 132 -011 Property address: 19742 MacArthur Boulevard Newport Beach, CA 92660 Dated: MARCH 1, 2012 Order No. 1029788 -32 ORANGE' COAST TITLE COMPANY Builder Services /Commercial Division 3536 Concours Drive #120 Ontario. CA 91764 REPORT In response to the above referenced application for a policy of title insurance, Orange Coast Title Builder Services 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 B 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 certahr coverages are also set forth in Exhibit B. 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 B 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 amondments 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 co unitnent should be requested. Dated as of FEBRUARY 21, 2012 at 7:30 A.M. Manuel Villalobos Title Officer Phone tl 909 - 987 -5433 Fax # 909 - 297 -2547 maanyv@octitle.com The form of Policy of Title Insurance contemplated by this report is: A.L.T.A. HOMEOWNER'S POLICY (01 /01 /08) Order No. 1029788 -32 fT3URIM -MMU ii The estate or Interest in the land hereinafter described or referred to covered by this report is: A fee Title to said estate or interest at the date hereof is vested in: Bates, Johnson Building, LTD, a California Limited Partnership The land referred to In this report is situated in the County of Orange, State of California, and is described as follows: Parcel A: That portion of Block 50 of Irvine's Subdivision, in the City of Irvine, County of Orange, State of California, as shown on a map recorded in book 1, page 88 of miscellaneous records maps, records of Orange County, California described as follows: Parcel No. 2 as shown on a map fled in book 107, pages 10 and I1 of Parcel Maps in the office of the Cowity recorder of Orange County, California. Parcel B: Appurtenant Non - exclusive easements, right of entry and an appurtenant non- exclusive easement for automobile parking as set forth in that certain Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Centerpointe recorded December 13, 1977 in book 12490, page 1134 of Official Records of Orange County, California. Order No. 1029788 -32 007WR1JJ M-M At the date hereof exception to coverage in addition to the printed exceptions and exclusion contained in said policy form would be as follows: General And Special Taxes For The Fiscal Year 2012 -2013, Including Any Assessments Collected With Taxes. A Lien Not Yet Payable. Second Installment General And Special Taxes For The Fiscal Year 2011 -2012, Including Any Assessments Collected With Taxes. I st Installment $14,538.21 PAID 2nd Installment $14,538.21 OPEN Penalty $1,476.82 (AFTER 4.10) Code Area 26 -037 Parcel No. 445- 132 -11 Exemption $0 The property covered herein lies within die boundaries of City of Irvine Landscape Maintenance District 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 24, 25, 26, 33, 34, 35, 36 and 37, as disclosed by an assessment district map filed in book 38, page 1 of Assessment Maps, recorded August 6, 1987 as Instrument No. 87- 448557 of Official Records And as disclosed by an Assessment District Map filed in book 42, page 1 of Assessment Maps, recorded July 7, 1988 as Instrument No. 88- 325691 of Official Records. And as disclosed by an Assessment District Map filed in book 47, page 19 of Assessment Maps, recorded July 25, 1989 as Instrument No. 89- 391811 of Official Records And as disclosed by an Assessment District Map filed in book 53, page 19 of Assessment Maps, recorded July 26, 1990 as Instrument No. 90- 392575 of Official Records The property covered herein lies within the boundaries of City of Irvine Lighting Maintenance District, as disclosed by an Assessment District Map filed in book 21, page 16 of Assessment Maps, recorded June 25, 1982 as Instrument No. 82- 219047 of Official Records And as disclosed by an Assessment District Map filed in book 21, page 41 of Assessment Maps, recorded June 25, 1982 as Instrument No „82- 219048 of Official Records. And as disclosed by an Assessment District Map filed in book 23, page 1 of Assessment Maps, recorded August 22, 1983 as Instrument No. 83- 366185 of Official Records And as disclosed by an Assessment District Map filed in book 27, page 50 of Assessment Maps, recorded July 8, 1.986 as Llstrwnent No. 86- 290745 of Official Records And as disclosed by an Assessment District Map filed in book 31, page 1 of Assessment Maps, recorded July 8, 1986 as Instrument No. 86- 291925 of Official Records And as disclosed by an Assessment District Map filed in book 37, page 16 of Assessment Maps, recorded August 6, 1987 as Instrument No. 87.448556 of Official Records And as disclosed by an Assessment District Map filed in book 41, page 30 of Assessment Maps, recorded July 7, 1988 as Instrument No. 88- 325690 of Official Records And as disclosed by an Assessment District Map filed in book 48, page 1 of Assessment Maps, recorded July 25, 1989 as Instrument No. 89- 392635 And as disclosed by an Assessment District Map filed in book 53, page 1 of Assessment Maps, recorded July 26, 1990 as Instrument No. 90- 392576 of Official Records Exceptions Continued Order No. 1029788 -32 4 The lien of supplemental taxes, if any, assessed pursuant to the provisions of section 75, at seq. of the revenue and taxation code of die State of California, 5 A perpetual avigation easement in and through the air above the herein described and other land, as conveyed to the County of Orange by the Irvine Company, by deed recorded March 17, 1964 in book 6965 page 721, of Official Records, and the terms and conditions as set forth in said deed to which record. Reference is hereby made for all particulars 6 The fact that the owners of said land have no right of vehicular access to Jamboree Boulevard except the public right to travel same, said rights having been relinquished by the dedication provisions on the map of said tract. Said land, however, abuts on a public thoroughfare other than the one referred to above, over which rights of vehicular access have not been relinquished. 7 Covenants, conditions and restrictions in an instrument recorded in book 7385, page(s) 915, in book 8059, page(s) 79 and in book 8546, page(s) 799 all of Official Records, which provide that a violation thereof shall not defeat or render invalid die lien of any mortgage or Deed of Trust made in good faith and for value, but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to die extent that said covenant (a) is exempt under chapter 42, section 3604 of die United States code or (b) relates to handicap but does not discriminate against handicapped persons. "NOTE: section 12955 of the government code provide the following: if this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12955 of the government code. Lawful restriction under state and federal law on the age of occupants in senior housing for older persons shall not be construed as restriction based on familial status." Covenants, conditions and restrictions in an instrument recorded in book 7529, page(s) 600, Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or Deed of Trust made in good faith and for value, but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to die extent that said covenant (a) is exempt under chapter 42, section 3604 of the United States code or (b) relates to handicap but does not discriminate against handicapped persons. "NOTE: section 12955 of the government code provide the following: if this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12955 of the government code. Lawful restriction under state and federal law on the age of occupants in senior housing for older persons shall not be construed as restriction based on familial status." An instrument declaring a modification thereof was recorded in book 7946, page(s) 90 and as Instrument Nos. 89- 580884, 90- 009885, 90- 5351521, 91- 014595, 91- 014596, 91- 026673 and 91- 160564 all of Official Records. 9 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument _ Recorded: July 1,. 1969 as Instrument No. 109 in book 9008,.page(s) 80R, Official Records For: public utilities and incidental purposes In favor of: Irvine Industrial Complex, a California Corporation Affects: The location of said easement is set forth therein. Exceptions Continued Order No. 1029788 -32 10 Covenants, conditions and restrictions in an instrument recorded in book 12490, page(s) 1134, Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or Deed of Trust made in good faith and for value, but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under chapter 42, section 3604 of the United States code or (b) relates to handicap but does not discriminate against handicapped persons. "NOTE: section 12955 of the government code provide the following: if this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair housing laws mid is void, and may be removed pursuant to Section 12955 of the government code. Lawful restriction under state and federal law on the age of occupants in senior housing for older persons shall not be construed as restriction based on familial status." 11 An easement for purposes herein stated, and rights incidental thereto as set forth in an instrument Recorded: in book 12621, page(s) 1322, Official Records. For: underground lines and incidental purposes Affects: a portion of the land. 12 An easement for purposes herein stated, and rights incidental thereto as set forth in an histrument Recorded: April 4, 1978 in book 12621, page(s) 1325, Official Records. For: underground lines, above ground enclosure and incidental purposes Affects: a portion of the land. 13 An easement for purposes herein stated, and rights incidental thereto as set forth hi an instrument Recorded: February 13, 1979 in book 13033, page(s) 918, Official Records. For: water line purposes and incidental purposes Affects: portion of the land land. 14 An easement for purposes herein stated, and rights Incidental thereto as set forth in an instrument Recorded: February 15, 1979 in book 13036, page(s) 1140, Official Records. For: pipe lines and incidental purposes Affects: portion of the land land. 15 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: September 5, 1979 in book 13298, page 175 and December 13, 1977 in book 12490, page(s) 1134, Official Records For: right of entry and incidental purposes In favor of Sterling Association, a Limited Partnership Affects: The location of said easement is set forth therein. Ezcepilons Continued Order No. 1029788 -32 16 The following unrecorded leases as disclosed to this company in writing: Office Lease dated May 20, 1991 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor acid Fran A. Mulvania, ABA Mulvanin & Associates and DM Publishing, Inc., a Corporation, as Lessee; Office Lease dated March 28, 1990 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Fran A. Mulvania, an individual DBA Mulvania & Associates, as Lessee; Office Lease dated February 11, 1983 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Charles Schwab & Company, Inc., a California Corporation, as Lessee; Office Lease dated May 24, 1991 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Deborah Khoshaba Maddi and Salvatore R. Maddi, both individuals and hardiness Institute, an Illinois Corp., as Lessee; Office Lease dated February 19, 1998 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Dolores A. Cronin, an hndividual, DBA Corporate C Areers Personnel Service, as Lessee; Office Lease dated October 18, 1990 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Metrofed Realty Finance, a California Corporation, as Lessee; Office Lease dated May 14, 1990 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Edward J. Sterchele, an individual, Sam Pitassi, an individual and Richard B. Cannon, an individual, as Lessee; Office Lease dated November 30, 1998 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Squar & Clarke, an Accountancy Corporation, a California Corporation, as Lessee; Office Lease dated January 1, 1990 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Johnson, Hart & Dyson, an Accountancy Corporation, as Lessee; Office Lease dated April 20, 1990 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Mortgage Related Services, Inc., a California Corporation„ as Lessee; Office Lease dated October 3, 1990 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Arnco Marketing, LTD, a California Corporation, as Lessee; Office Lease dated October 4, 1990 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Kencabco, hnc, a California Corporation, as Lessee; Office Lease dated February 1, 1991 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Regional Warehouse Center, Inc., a California Corporation, as Lessee; Office Lease dated November 16, 1990 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and D Lynda H. Detling, Mary Kathryn Gustbnella andJean L. Whitney, all as individuals, jointly and severally, as Lessee; Office Lease dated February 26, 1991 by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Newport West Properties, a California Corporation; Office Lease by and between Bates Johnson Building, LTD., a California Limited Partnership as Lessor and Univ. Train/Lipsco, as Lessee axeptions Continued Order No. 1029788 -32 17 A Deed of Trust to secure an indebtedness of Amount: $I,000,000.00 Trustor: Bates, Johnson Building, LTD, a California Limited Partnership Trustee: California Reconveyance Company, a California Corporation, its successors in trust and assigns. Beneficiary: Commerce West Bank Dated: May 4, 2007 Recorded: May 11, 2007 as Instrument No. 2007000308420, Official Records. The beneficial interest under said Deed of Trust was assigned To: Washington Mutual Bank, FA, a federal association By Assignment Recorded: May 11, 2007 as instrument No. 2007000308421, Official Records. 18 An instrument, upon the terms and conditions contained therein Entitled: Lease Subordination Agreement Dated: May 4, 2007 Executed by and between: Commerce West Bank and Bates, Johnson Building, LTD, a California Limited Partnership Recorded: May 11, 2007 as Instrument No. 2007000308422, Official Records Reference is hereby made to the above document for full particulars. An unrecorded lease disclosed by said instrument. The lien or charge of said instrument was subordinated to the lien or charge of the Deed of Trust shown in _paragraph 17. Recorded: May 11, 2007 as Instrument No. 2007000308422, Official Records. 19 An instrument, upon the terms and conditions contained therein Entitled: Access Easement Agreement Dated: April 1, 2007 Executed by and between: Scholle Development SPE I, LLC, a Delaware Limited Liability Company ( "Scholle "), Impac Center Owners Association, a California nonprofit mutual benefit corporation (Scholle Association "), Centerpointe Owners Association, a California nonprofit mutual benefit corporation ( "Centerointe Assoication "), CIP Centerpointe 123 LLC, a California limited liability company ( "CIP 123 ") and is expressly approved and consented to by CIP Centerpointe LLC, a California limited liability company ( "CIP "), Centerpointe L.P., a Delaware Limited Partnership ( "Centerpointe L.P. "), Bates. Johnson Building, Ltd, a California Limited Partnership ( "Bates, Johnson") and First California Bank, a California Banking Corporation ( "First California ") Recorded: May 11, 2007 as Instrument No. 2007000308910, Official Records Reference is hereby made to the above document for full particulars. 20 The requirement that there be filed in the office of the Secretary of State a Certificate of Limited Partnership for Bates, Johnson Building, LTD, a California Limited Partnership, in compliance with the provisions of the California revised limited partnership act, section 15611 et seq. Corporations Code, and a copy thereof certified by the Secretary of State be recorded in the office of the county recorded of said county. Exceptions Continued Order No. 1029788 -32 21 An Unrecorded lease, Upon The Terns, Covenants And Conditions Therein Provided, Disclosed By Notice Of Responsibility Trustor: Dated: February 12, 2010 Lessor: Bates Johsnon Building, Ltd. Lessee: Caduceus Medical Group, Inc., A California Professional Corporation Recorded: February 16, 2010 As Inshwnent No. 2010- 71708, Official Records 22 A Deed Of Trust To Secure An Indebtedness Of Amount: $1,000,000.00 Trustor: Bates, Johnson Building Ltd., A California Limited Partnership Trustee: American Security Bank Beneficiary: American Security Bank Dated: October 1, 2010 Recorded: October 5, 2010 As Instrument No. 2010 - 501196, Official Records. 23 An Assignment Of Rents, Royalties, Issues And Profits Accruing From Said Land As Additional Security For The Payment Of The Indebtedness Secured By The Deed Of Trust Shown In Paragraph 22 Of Schedule B. Recorded: October 5, 2010 As htstrument No. 2010 - 501197, Official Records. Executed By: Bates, Johnson Building, Ltd, A California Limited Partnership In Favor Of: American Security Bank 24 Rights Of Parties In Possession Of Said Land By Reason Of Unrecorded Leases, If Any. Please Forward Said Leases For Our Examination. 25 Any Facts, Rights, Interest Or Claims Which May Be Shown By An Inspection Of The Land Or Which May Be Disclosed By Inquiry Of Persons In Possession Of Said Land. End of Schedule B Order No. 1029788 -32 "NOTES AND REOUlIZEEMENTS SECTION" Note No. I California Revenue and Taxation Code Section 18662, effective January 1, 1994 and by amendment effective January 1, 2003, provides that the buyer in all sales of California Real Estate may be required to withhold 3 and 1/3% of the total sales price as California State Intone Tax, subject to the various provisions of the law as thereat contained. NOU NO.2 PAYOFF INFORMATION: Note: this company does require current beneficiary demands prior to closing. If the demand is expired and a correct demand cannot be obtained, our requirements will be as follows: A. If this company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment. The amount of this hold will be over and above the verbal hold the lender may have stipulated. B. If this company cannot obtain a verbal update on the demand, will either pay off the expired demand or wait for the amended demand, at the discretion of the escrow. C. In the event that a payoff is being made to a servicing agent for the beneficiary, this company will require a complete copy of the servicing agreement prior to close. Note No. 3 If this company is requested to disburse funds in connection with this transaction, chapter 598, statutes of 1989 mandates hold periods for checks deposited to escrow or sub- escrow accounts. The mandatory hold is one business day after the day deposited. Other checks require a hold period from three to seven business days after the day deposited. Notice Regarding Your Deposit of ]Funds California Insurance Code Sections 12413 el. Seq. Regulates the disbursement of escrow acid sub - escrow funds by title companies. The law requires that finds be deposited in the title company escrow and sub- escrow accounts and be available for withdrawal prior to disbursement. Funds deposited with the Company by wire transfer may be disbursed upon receipt. Funds deposited with the Company via cashier's checks drawn on a California based bank may be disbursed the next business day after the day of deposit. If funds are deposited with by other methods, recording or disbursement may be delayed. All escrow and sub - escrow funds received by the Company will be deposited with other funds in one or more non - interest bearing escrow accounts of the Company in a financial institution selected by the Company. The Company and /or its parent company may receive certain direct or indirect benefits from the financial institution by reason of the deposit of such funds or the maintenance of such accounts with the financial institution, and the Company shall have no obligation to account to the depositing party in any mariner for the value of, or to pay such party, any benefit received by the Company and/or its parent Company. Those benefits may include, without limitation, credits allowed by such financial institution on loans to the Company and /or its parent company and earnings on investments made on the proceeds of such loans, accounting, reporting and other services and products of such financial institution. Such benefits shall be deemed additional compensation of the Company for its services in connection with the escrow or- sub - escrow.- If- funds- are- to -be- deposited - wide - Orange -Coast Title- Builder -Ser- vices -by- wire- transferthey- should -be- wired to the following bank/account; Wiring Instructions for This Office: CITIZENS BUSINESS BANK 301 VANDERBILT WAY SAN BERNARDINO, CA 92408 ABA NO. 122234149 ACCT NO. 245121776 Credit to the account of Orange Coast Title Builder Services Reference Title Order No. 1029788 -32 and Manuel Villalobos, title officer r!il`�lr Borrower: Bates, Johnson Building, LTD Lenders supplemental report Order No. 1029788 -32 ORANGE COAST 'TITLE COMPANY Builder Services /Commercial Division 3536 Concours Drive #120 Ontario, CA 91764 The above numbered report (including any supplements or amendments thereto) is hereby modified and /or supplemented in order to reflect the following additional items relating to the issuance of an American Land 'title Association loan policy form as follows: A. This report is preparatory to this issuance of an American Land Title Association loan policy of title insurance. This report discloses nothing, which would preclude the issuance of said American land title association loan policy of title insurance with endorsement no. 100 attached thereto. B. The improvements on said land are designated as: A Commercial Property 19742 MacArthur Boulevard, in the City of Irvine, County of Orange, State of California. C. Our search of the public records revealed conveyance(s) affecting said land recorded within 24 months of the date of this report are as follows: None. bemouptcy, Order No. 1029788 -32 Exhibit B (Revised 11-17-06) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COV ERAGR POLICY —1990 EXCLUSIONS FROM COVERAGE don not .I DotoofPolloy, bur not excluding form covemge say mkog which ties oecurred prior to Dale orPolley which ed CIA l ran n% (d7 ellaelling or created subsorpron to DAM of Pplloy; or (e) reballmg In lose Not damage wmeb won td not nave Own Idaarintcra muredb Ihiopnoliey. iiWat of Aho insured al Dalso fPolioy, or the Inability or fellure of any subeequcat owner or the indeblednms, to comply with Ilia which now tat Drib. Vnmacllon evidenced by die Insured mortgage and Is based upon usury or any consumer credit promotion or or the transaction creating Ito Interest ofsho Insured lender, by reason ofdio operation of federal property or by Iho public retards. proceedings by o public ngency which bill which eonid be ar"nIned by an impaction oflhe land or which may be noted by persmw hi possession Ihcrcof. C pllo ra. do. by Other Ares which o earicat surveilp would disclose and which ate net shown byy ilia public records. outhodaing die issuance Ib,mof (o) wotcr rights, ,)alms or title to wamy what Oror not ilia matins excopted under(.), (b) or (e) Am CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10/22/03) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B. You am not Injured .,fast loss, cosh, all emeys'raw. and captain rwohing from 1. Govemmenl'I pollCopoweq ontl Iho nimon" or Naleilen ofany Inv or gavemmonr r[gulelloe This Includes ordinnnscs, Ion end regulation CoKWAII : A.b,.ilding, b. toning. C.Und used, Improvement, on the Land, ..UM dividogf, onviromoenbl protcrd.o.Tllis Exclusion does not Apply to violatons or Its enfemmnmd or bass manta!fast!..roe violation or enforscmml appears In Iho Public Retards ill Iho PaRcy Data. 7Lls Ex[luelon duo not limit the ea ours, described in Covered Risk 14, 15, 16. 17 or24. 2. The fail,.. eryo.r existing smmaurq or coy pen of ahem, o be eomwcted In sccordenn with ii,thable building codes This Exclusion don not apply to violations of building Codes ifmtlee oflhc vialmlon appear, In the Public Records at the Polity Data, 3. The Fight to at the Land by condemning it, unfox A. A notice ofex[rclsing ilia right appears in Lime Public Record, el the Polley Date; or b, the Inking happened before Iha Policy Data and Is binding on You it You bought Ilia lend without Knowing or the taking. 4. JUskc 0. thm mA created, Allowed, or agreed is by You, wlmthn Or at they appear in the Public Record,; What arc Known to You at the Policy Dan, but not to Us, unless they ppoor In Ilia Public Records at the Paltry Dole; c. Iht mull in m Ion to You; or d that fall occur offer the Polley Duo - thlo does not limit the covercge described In Covered Risk 7, BA, 22, 23, 24 or 25. specifically described and mRrrM to in paragraph 3 ofgchcdule A; And b. In Armen, alleys, or waternoya that touch Iles Lend. This Exclusion don not limit Una • For Covered Risk 14, 15, 16 end 10, YourDeduuiblo Amount and Our Maximum Dollar Limit or Liability shown In Sdtedule A. The deductible amounts and maximum dollar limit$ shown cn SG,edule A ere OF ibllewo: YourD onhe Amount Our Mnx;mum Dull.,LiM1 of Llnhllil Covered lD'k lb %of PUlky MnomLL OrS— (wlilebeva, is lute) 5 Covered Risk l5: — %orpaliry Amount orS— whichever is kse S- CovercdRhkl6: %of Polley Amount or 5— wbiehever t ,Ins S- C.n.d Risk 18: %oTP.1i, Amount or S_Ovh)ehevcr is iwr) B AMERICAN LAND TITLE ASSOCIATIONRESEDENTIAL TITLE INSURANCE POLICY (6- 1 -87). EXCLUSIONS In Addition to the Exceptions In Schedule B. you no not insured sgat it loss, costs, attorneys' Res, end expenses resuming farm: I. Govemmentel pollee ppoower, and the ewelCoco or vloladon of any law or novammem reptilian. Thl, Includes building and ouning ordinan"s and also laws end asi fluons con indng: s )and .,a s improvements on to land s lend dlvialon • envlronmenlel proteGlon. This exdmlo. doe, at apply to violations or the enforcemem ofmne molten which appear in Ilia public record, at Policy Dots. This exclusion don not limit the oiling coves... descdbed In IRma 12 and 13 ofCanred Title W sks. 2. Via debt to Atka the land by eondemmngg it, umess: as notice ofeconchlag the dgltt appears In she public records son the Policy Date sd,eloklng happened prior o the Polley Derr and is binding on you ifyou boss ht the Innd wlNCm kn.xvikq ofmo taking L'I)hit Rls1n: Othst A. vested, slowed, or agreed to by you Other are known to you, but not to us, on the Polly DAM — unless they eppecred in the public record, slhet.s1111. no lass to you elhmfiratoDcetyour ale often. Policy Darc— this don not limit the Met material lien coverage In Slam 8 ofCovemd 7gde Nsks 4. Failure to pay nine for your U& 5. Lack of. Night; -to any lend euldde the tan specifically described ontl referred I. in Item 3.&Schrdule A OR Fin abuts, alleys, or watom ap Ihit muds your lend. This exclusion does not limit the seen, covemge in Dun 5 of Covered 75tIA Risks. ALTA LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT -FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE The following matters sso expressly excluded farm Ihoeovwep efmis policy and We Company will not pay lose orderrup. costs, anomeys'fixes or expemn withal, who by reason of L (o)My law, ordinance orgovammumsl regaludon (nncdbit but not limited to building And eaning laws, ordinances, or tcgulalions) restimin& regulating, prohibition orrelaling to O) ilia occupancy, m5 or enjoyment carib. ]sod; (I) NeehanGu, dlmonolona orkution of., Improvement now wImmater Created on The lad; (fit). separation In ovnenhip or a Change In the dimensions or amt of Uobnd oraU parcel o(which dm IoM brown A par %or(v) envimnmemd Praleadon, or the effect ofeny violation oMese laws, obliterate or govcmmemd regulations, exceptsa me "uml that a notiasoNrt enmreament WereoPor e notice ofa deree%lien or motorman, resulting from a violation ormleged vblmion affecting the lend has been recorded In dmpublk records of Date ofPolioy. (b) Any governmental pollee p.%venmtexcladed by (o) Above, axcepr to the extent them a notion of Ihet aerobe thoonfere notiuofe degµ lien orencumbmnce resulting from a violation or alleged violation ,Rating the lend has been recorded in she public records at DamofPolicy. 2. weal afeminenl domain unless Cali" ofinecanche lbamnfhas been recorded In m. public records at Dote ofPollcy, but net excluding from "vmage any taking which has accounted prior to Date ofPalicy which would be binding on Nedghls ofa pumhncr fnrvelucwilhcut knuwlednc 3. DeRcU, liens, nuarrA trcac;advent.l.lm. car oLhu MLICU:(a)ucated,suffered, assumed or agreed mby ilia Toured ahimem;(b)nel knoll to the Company, nor recorded in Lite pobllo records at Data ofpalicy, bon known to she Injured chlmtinend nos disclosed inwriling to the Company by the Injured claimant pdortotbo dmeoe Insured chimnnl became on innre6 under this policy; (.) retailing In no Joss or damage to the inoumd elelm st; (d) ditching or mukd ahaePuent Io Dmo or Paltry (nupt Ica rho extent 111.1 this policy intern Ilia priority attire lien ofthe Insured mongogo overany statutory lien for servo",, lobster material .,m the meat Insurance le alarmed Linda AN (a assessments (or almost impmvemenl'undereomlmGten'er ComP4104 At DemofPOiicy)mr(e)msuhing 1. Im. ordemepe Mdebwould nor ],eye been anstainM iram insured clnlnnut hod paid calm, air the injured mongagc. 4. UnenAbrceabllity ofthe lien oft,. injured mangmgebeuuseohhe Inability car Ribm ortha Insured n1 Dole ofPollcy, or the Inability or f harsofeny mbnarpmlowner.film Ind.thbOhns, to comply with eppli,rble doing business Inoue of,he.mein which the lend la,humed. 5. Innildlly or unmf.marbility of5h, lien ofit,.Inmred mongsgo. car clolm thereof, which wise, our ofsho usta noon evidenced by to Insured mongege and is based upon usury or any consumer credit promclion or fruit, In lending l w. 6. My statutory lien fonarvlces, [.be,. materials (or ilia helm ofpdorily ofany monetary lien forearvicas, Ithoror nalork s over the lien ofthe insured mongege) arising from an Improvement or work related to the lend which Is "nlmoted for and commonad mbscqucnt to DalcafPall.y and Is not financed in whale or). Iran by proceeds ofthe Indebtedness mcumd by the insured mongogo which et DaloofP011cy the Inmred has Mvnced aria obligated to advance. 7. Any elalm, which Orion out ofth, Innsection milling the interest of the mongagee Insured by this policy, by reason aril. operation orfedeol bmik-aupley, sue imolvancy, or dollar crochwa'right, laws is based on: O ilia osnrsGlon coming the Inlernl ofon insured monpan Iming cleared a fraudulent conveyance or fraudulent uansreq.,(i) the mbmdimlirm Critics Interact orthe Insured mortgages as remll of tie ...fiction Drib, doctrine or equitable wax dintion;.r(tl) ohs nonunion ernUng the interest of(hc insured mortgagee being decmcd a preferential transfer except w1cf. the prcRrcMol Onnemr boss@ from the fdlumC.)II, dmefy rtccrd the lnsuumenl ofuensfer, oi(b) orsuduocordation to Import nailee to a puabncr for value or ajudgcmeni or lien ... dllor. The oboe policy form may be issued o.fr.,d ehher Standard Coveogo orpelcMrd Covens, In oddilion to she ebave Erdualom from Coverage, rite Exception from Doering. In a Smdard Coverage policy will also include the rellowleg Extensions train Coverage; EXCEPTIONS FROM COVERAGE This policy don not Insure against loss"drmego (red the Company will not pay mob, allomeys' fen or expemn) whklrarimby reason og I.Taxes at assessment. xhieb ere Out.MSVn as existing liens by the records ofany nesting aulhodsy that levies taxes of national, on real property or by the public record'. Proceedings bye publlosgency w1dehmayr.1 in faces ornnuMenb, or mice ofauch proceedings, whether or not shown by dice eards ofsuch agm.y why she public records. 2.Any bdq right$, imortrls ordoiinwahkM1 arc no[Thawn by She public.....da but which Could be ar arrived by Am Inspection Dribs lend i rwhlch by be asserted by person In unnnims ocarmc 4XIscmems,flansoRcim Inbbounda ,ordermarnestfInosshownbydm nts,o any other 4.(.) Unpanaln ,InigCInboundary lines,onsr -ec ran, encroachments, icarAnyolheroba whichaccmect eurveywmld disdara,aim which oo toter, whbythepublicmatter. 5.(t) bytheaiMatingrlalina;N ) rc'erntiom oreweplion in Pamnt$ orin Act$ eumotxinn Iho Issuance ihercoG(o)wotcr right$, derma critic to wnkr, rvhelherarnG the meters nccpmd under (a), N)or(o)arc elmavn by the public rturd'. 2006 ALTA LOAN POLICY (06- 17.06) EXCLUSIONS FROM COVERAGE Tire fallowing metmn am axproosly cxoludad from ilia Coverage of this pulley, and the Company will not PAY Ins ordomege, ...is, mmmeye f "s, or open,. thet mdse by .... 0 aC 1. (a) My law, ordinmce, permit, or gevcninlClllal regulation ( "fading @sue remlog to building arN zoning) restricting, rcgmladng, prohiblUn& orrdnsing to; O Ilia ocmpotey, sue, or enjoyment ortlm Land; (1) the cherncly, dimemio:u, or location ofeny improvwmnl crated on Lim Land; (Ili) Iho subdivision orin id; or (M environmental pmteniomor Iho effect ofany vialarlon ofthne laws, ordinances, or governmental reg thdons. This Exclusion I(a) does not modify or limit sue Coverage provided under Coveted IUSk 5. (b) Any govemmontnl police point. This Exclusion 1(b) doe nor mndlly or limit Ili, coverage provided under Covered WU, 6. Pon.1 uf2 pogo Order No. 1029788 -32 2. IUgm,ofeminenl domain. Till, Lrxdmloo des at maliry at limit Ilia cumnal provided mad., Commit Risk Tar B. 3. Defect,, Ilene, encumbrarl adverse claims, or other maven: (o) created, suffered, assumed, or ugreed In by Iho Imvmd Claimant; not Knawn to ilia Company, not recorded in On Public Records at Dole of Policy, but Knoam m the Insured Clnimml and not disclosed In wrlling to the Company by the Insured Clelmmn prior to Iho data Ilia Inmmd Clelmvnt bean.. nn Inmred Older tbia Palley;(,) msulling In rte loss m damage to ilia Insured ClAlmenl: (d),It,ehing or emoted subsequent to Data orpollcy (however, this doer not modify or limit the coverage provided under Covered ill OF 11,13, or IA); or (0) resulting in lass or damage that vmukl mil have been wnelned If IIm InsuredClkimanl had paid value for ilia Insured Modgega 4. Unenforce rillily of @e Ilan cards Insured hlong.ge because cram Inability or failure area Imnmd to comply wbh uplicablo doimg�basinen In. oftlm via. whre llmlend Is sllnemd. S. Irmildily or mawdoreenblllly InwbalA or In pmt or Ill. liaaoftim Insured Monguma thmndme out ofd a transaction evidenced by Ilia Insured Modgege and is listed upon usury or any wnsnnter credit prolection or huah.lmlendal, law. 6. My eleim, by fees.. ofthe opamtlan orriefi it bankmptay, state Insolvency, or simller creditors' rhgh, laws, that the Irnv.mian creating Iho Ilan orlliu Intnrcd Mortgage, is: (o) a (Ascendent moveyonce, or freudulenumanager, or(b) o prefarenlial imatter for any reason not a@md In Covered Risk 13(h) oflhis pal Icy. 7. My Ilan an Ilia Title far real Waitresses or msarmam s I nip asoil by govemmenlnl nuthoday and meamd or marching between Date of Polley and Ilia data of recording ofshe Inmred Me "gage I n d o Pub llo Records. Title Exclusion domain ranuffi rllmh the aveal provided under Covered Risk I I(b). Tim aWve policy form may be limed m AEoed either Sendmd Coverage or Extended Cov«agu In add IIIon to ilia dwv. Exdmlons from CovenBF Iho L•xmptlom from Covengc in a gt,ndmd Cavtngo policy rvill am imludc Ilia following EmePlione from Coverage: 71da Policy d I. (.)Texts 3.Enacmam, Ileum or encumbmnses, A. Any en,rmehmonh.cumbrance, S. (a) Unpolenled mining claims; (b) are shown by the Public Records. EXCEPTIONS FROM COVERAGE damage (end the Company will not pay cos,, oltome}x' rem nrvxpeme) Ihal nsbe by reason oil town as cxisllag Ilene by @,..rile drolly mxing euWodly, Via ]:visa taxes or assessments on reel properly or by tike Public Retards; (b) pracecdings by public agency nodccs of such praedings, wh«Imr or not shown by ilia records orsuch agency or by ilia Public Records. ore nil chew by Ibe Public Rseards but that could be mcedained by tin Inmcellon ofshe Lend orlWl may be nsmned by persona in pnsseasien arthe Land. aims thereof. not shown by dm Public Records. Ion, vialvdc n, ar adverse cimumtanw affecting the Title lbw would be disclosed by an accurate anal complete land survey of ilia rand AM nos shmm by tiia Publi. Records. vativmor excusion, I. pelenln m In Act, andambding the ismmci ahareiP (c) \wait dghls, claims Or title to water, whether or not die meters ex,ep cd under (a), (b), or (a) era e,.,at, ududed anorgavumm.oelrA,, (i) We d eras er, dim ALTA OWNER'S POLICY (10- 17 -92) EXCLUSIONS FROM COVERAGE s eoeemgo oftitb policy end ilia Company will not pay loss or damvga. aoslr, Atomeys'lees or expenses Will Including but not limited to building and caning lows, ordinances, or migulmiae) Arslredng, regulating, Prot .Ioulion ofany imPhevemenl no\v orh«a6er «erred antbv lend; (ill). sepvAtlon in ownenhlp crndiun un, or (A) shove mecpt li the extend hula notice From exercim ore eifora notice ore defect, lien or eanmbmnee resulting from a violation or .Legal vlolelian afraling Ibe lend his been recorded In the publle records at Was of Policy. 2. Right, ofeminenl domain ..less ulk. afill. cxemise Ilamaf bas been aided In tam pubge..old, at Dale orpal @y, but not mumbng from Australia Any taking which has acwrred prior to Data of Policy \vh2h would be binding on Ilia light or Purchaser for vok, without knowledge. 3. Dercoo. line, wambmnecs, adverse claim, or other mat¢.: (a) created, smfcred, Assumed or ,grand m by Ilia insured daimsnq(b) nhlkamvn to Iho Lbmpsoy. not recorded Inch. paella records At Dele ofPalicy, but know. to the Innecd aiehnanl mad not disclosed In writing to Ilia Company by the Insured claimant odor to the date ilia Inmred claimant became an Insured under this policy;(e)msulRng in no loss or damage to ilia Insured eieimant; (d) nlln,hhng or erected subsequent to Dale of'Pallcy; out) resahing In loss or damage which would not have been sustained Iftim Insnmd clehannl hod paid vulaa for the esaato or 1111CMSL Insured by which arms oul .miter bamacllon vudmn In ilia burred Ilia udloor Interest )nmmd This policy does cos insure against leas or damage (ere de G 1. Tom or mse,ments which ere net shown as mindng liens dcmed mining claims, by Ilia public records. that Coverage. Clwear" the Excepdons them I levies mxea or Aeiemm<nD on real property or by the public anands. Pmccedine by a public agmc, which orsuch eguay u by the Public recordz cenAimd by on Inspection aril. land or which may be metaled by persons he possmsto. IlmnoE A.,Act mrvey would diml.m, end which arc not shown by rite ouhlie record,. ones thereep (.) costar rights, claim, ortllle to wane, wlmtler or not We mmmm conoul d and «(a), (b) .(c) •17 -06) EXCLUSIONS FROM COVERAGE at pay tom or duc,c,.,IF, etomayslfess, ar apomu Vast alts, by reason oC 1Awi, that the Irmsattion vestbkg the Title es shown Ip Schedule A. is (o) A fmudulenl convoy... or This poiloydies.1in...,last loss ord.agc(md the Company will not pay cost,, Murray,' rem or expenses) that wise by reason oil 1. (a) Team aetsmrmemliden we not sham maxirgng liens by the mwrdsafany sexing aulhodty that levies taxes or maccerentacan al property .ally the Public Ramada; (b) pmeeedely. by o Public agency that msyr«ult in mxm or eexamenot,. ... shares . reach Proceedings, wltdherarnol shown by VIA records arsudt agency or by the Public Records. 2. Any rea,;righ2,im«osts, m Alclms unit am atshaxn in Ilan Public Records but that mould be ameneined byan inspection ofthoLend or that may be metrical by persons in possession of We Lend. 3. Easement, liens orenwmbnaes, or deimsdamof, at shown by dm Public Records. 4. My amenumhnma, anwmbnmas,violeft,v«t,6on, oradvtisso,imumn.nce eEectiag Ilia TWA that would be d(mlmed by en euummAnd complete land survey often Land and that are al shmm by Ilan Publioltaords. S. (o) Unpammed mining alelms;( h) cmmllam aruaptimrs In patents or In Ams authorizing ilia issuance thereof. (,) water rights, claims or dtie to ma, whether or not ilia maners exception! under(a),(b), or The fallel .alien ere exprusly excluded from the wvenge ertbt, Policy end the Company will At pay lees ur damage, cons, emanrl fee, or ouse's, which grim by moron oh 1. (a) Any law. ordinance or governmental regulmlon Qncluding but al limited to building end zoning lows, ardinmua at regulations)reitriuing, regulating, prohhbbing or miating to I) the ocoupmoy, me, or enjoyment of the Wall (11) Iho ehanalar, dimensions or location crony Inlpmvement n.y or hereffer creaed on Ilia Land; (iii) o eePAmll2n In ownership or a doing. In Ilia dimensions or sees of the land or tiny pamd arwhhch fit Lead Is or wee a pad; or (l V) environmental protection, or the About crony violation aflhem laws, ordinnnem or go aamaraI mguledoae, except to die extant that A notion Orda, mramamenl ihemofor a pall. oft def ns, Ilan a en.mbsanee.m1lk, fm. a violation or alleged violation dfeding ilia Land has been recorded In the Public Records at Date ofPoliey. This exclusion does not limit tire eovemge provided under Covered Risks 12, 13, 14, and 16 oflhls policy,(b) Any governmental police parmrnot u shaded by (a) above, ecepna the extant Ibe s nedce ofure uemiae timmnr or a notice era defec II. or a.mbnnce remlling Rom s violation or alleged violation Affemdng Ilia Led has beamended br N. Public Ramada el Dale ofP011ey. Till. cxdudon does not limit ilia covemge provhded under Covered Risk. 12, 13, 14, and 16 of this Policy. 2. Rights ofeMnmt domain unless Audit ofshe muclen duacurhes bee rcearded in the Public Round. At Date ofpoficy, but not excluding from average any taking which his occurred prior to Data ifPniioy sue, ld be binding on the adverse oh mhm «far auttew(R) ere Knowledge 3Aey, but lime .I.Ill Ines d Claim claims er other matters :(x),mated, m @red, assumed or agreed la the lnmrod Claimvm; (h) sold Cl aw m Ibe CampnnIn not =Filed under (his in limpublio Records I Dateof Polley, boa helansured c around Claimant antl notated subs In venttlng A tam Company by the bettered Claiming , not li Prior to the age the Insured Claimed beam. an Insured 19. 0, 21,22.23,(2) resulting In Iw loss or drmege to the Insured ,d......hm@ehmg orerutedee. naluenl CO Dde Insured (ihlapangmpbdoesnotlimit theeovemgeprovided under Covered Risks g;76, Ili, 19; Zg, Zl, 22, 23, 24, 25 and 16); 4. Unealllin, inlmaordeme Awhich would oath., lumm film lfrhAlmOCd Clrefth In paid basured Van ' Aanenibruabllity .(rite Ilan Argue Insured Mangege beoema .flea innalllry or @Iluro efuielnsmed of Dpleofl!allq. anhc Inebillly or @Ilum crony enb.gncnfowncr afihc indbbtedneu, to amply \vsgi Rick 27, or cry consumer 6AAsI pmpcny laces or e .ad 26. long,, the owner aftheu at theater. whidli arises out Fifth. immeetion evidenced by ilia Insured Modgega and IF based upon unary, except as provided In Covered became a llenon the fond subsequent to Data arpaliry, This exclusion daa not limit ilia coverage provided under Covered Risks 7, 8(c) L greeter m e result of@e modlncallon than Itwould have bun before rho modification. Tads cxdusi.n dam not 9. The (allure Man rmidentiol slmdure, or any podia Ilmreafto have been wnstnmaed before on or alter Dale building ends, If notice ofshe violation eppesta In die Public Records at Dale ofPolicy. ego, the Immnd faux Knmvlidge shot tievanee sham In Sol,dule A Is no nice ues am other matters aReding Ilia title, bass changes the rate ofimerest charged, Iflho mill ofimemil B. nil wiles. This excl.son dam net apply to vlolsuom of page 2 oft page Order No. 1029788 -32 ORANGE COAST TITLE BUILDER SERVICES PRIVACY POLICY 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 understand that you may be concerned about what we will do with such information — artncularly any personal or financial information. We agree that you have a right to Icnow how we will utilize the personal information that you provide to us. Therefore, we have adopted this Privacy Policy to govem the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which 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 fi•om a public record or fi•om another person or entity. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: • Information we receive from yyou on applications, forms and in other communications to us, whether in writing, in Person, by telephone or any oilier means. • Information we receive from providers of services to us, such as appraisers, appraisal management companies, real estate agents and brokers and insurance agencies (this may include the appraised value, purchase price and other details about the property that is the subject of your transaction with us). • Information about your transactions with us, our Affiliated Companies, or others; and • Information we receive fi-om a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide die product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, 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. Former Customers Even of 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 parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to ]snow that information to provide products or services to you. We will use our best efforts to train and oversee ow employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. — OVting Out We may also share rho nnfonnatioi we collect about you within our family of companies (our "Affiliated Comppan ies "). We may also provide d»s information to companies that perform marketing or other services on our behalf, or on lieIt 0 our• Affiliated Companies ( "Service Providers "). I�owever, we will not share this information with our Affiliated Companies or our Service Providers if you choose to o nt out in writing. To opt out, please use tine f or titled "Request Not to Share Nonpublic Personal Information' which is attac�led hereto. Tins form provides msttill 0oils on how to request us not to sit are'information with third parties. Please be aware that Orange Coast Title Builder Services and its Affiliated Companies maintain high standards to safeguard nonppublic, personal information, and do not rent or sell such infornation. Please note, however, that unless you opt out in wrifmg, our Affiliated Companies and Service Providers will ]nave access to the information in our files. Other Important Information We reserve the right to modify or supplement this Privacy Policy at any time. If our Privacy Policy changes, we will provide die new Privacy Policy and the ability to opt out (as required by law) before the new policy becomes effective. Order No. 1029788 -32 Attention Please note that this preliminary report now has an extra copy of the legal description on a separate sheet of paper. There are no markings on the page. The idea is to provide you with a legal description that can be attached to other documents as needed. Thank you for your support of Orange Coast Title Builder Services. We hope that this makes your job a little easier. Exhibit "A" Parcel A: Order No. 1029788 -32 That portion of Block 50 of Irvine's Subdivision, in the City of Irvine, County of Orange, State of California, as shown on a map recorded in book 1, page 88 of miscellaneous records maps, records of Orange Comity, California described as follows: Parcel No. 2 as shown on a map filed in book 107, pages 10 and 11 of Parcel Maps in the office of the County recorder of Orange County, California. Parcel B: Appurtenant Non - exclusive easements, right of entry and an appurtenant non - exclusive easement for automobile parking as set forth in that certain Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Centopohnte recorded December 13, 1977 in book 12490, page 1134 of Official Records of Orange County, California. APN: 445 - 132 -18 (CIP Centerpointe 1236 LLC) TITLE REPORT NO: Orange Coast Title, Order # 1029789 -32 PROJECT: Jamboree Road Improvements — Bristol Street North to Fairchild Road SETTLEMENT AGREEMENT FOR ACQUISITION OF REAL PROPERTY INTERESTS AND JOINT ESCROW INSTRUCTIONS This SETTLEMENT AGREEMENT FORACQUISITION OF REAL PROPERTY INTERESTS AND JOINT ESCROW INSTRUCTIONS ( "Agreement ") is entered into this day of , 2012 by and between the City of Newport Beach, a Municipal Corporation (hereinafter called "Buyer'),and CIP Centerpointe 1236 LLC, a Delaware limited liability company (hereinafter called "Seller') for acquisition by Buyer of certain real property and interests in real property hereinafter set forth. RECITALS WHEREAS, Buyer desires to acquire certain easements and all of Seller's rights, interests and title in and to a portion of Seller's real property for the Jamboree Road Improvements — Bristol Street North to Fairchild Road Project ( "Project "). The real property interests to be acquired herein are more particularly described in the following attached Exhibits: Easement Deed (for street, sidewalk, and other right -of -way purposes) with legal description and plat map attached, and Certificate of Acceptance, which shall be in the form of Exhibit 1 attached hereto and incorporated by reference herein (the "Easement Deed "); and ii. Temporary Construction Easement (for construction purposes) with legal description and plat map attached, and Certificate of Acceptance, which shall be in the form of Exhibit 2 attached hereto and incorporated by reference herein (the "Temporary Construction Easement "); and WHEREAS, Seller desires to sell to Buyer the above described real property interests; and WHEREAS, Buyer has established an amount believed to be just compensation for such property interests and has advised Seller of the basis for its determination of just compensation; and WHEREAS, Seller has accepted Buyer's offer as fair and just compensation for such property interests and acknowledges such compensation is no less than fair market value; and WHEREAS, Seller acknowledges and agrees that Buyer only intends to proceed with this acquisition of Seller's Property and the Project if Buyer is able to simultaneously acquire those portions of Assessor Parcel Numbers 445 - 132 -09 and 445 - 132 -11 necessary to complete the Project; and WHEREAS, the Easement Deed and the Temporary Construction Easement conveying such property interests have been executed and delivered to Orange Coast Title Company, which has agreed to act as Escrow Agent pursuant to this Agreement for the benefit of both Buyer and Seller. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND LEGAL SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE FOREGOING RECITALS ARE HEREBY INCORPORATED IN THIS AGREEMENT BY REFERENCE AND IT IS MUTUALLY FURTHER AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. AGREEMENT TO SELLAND PURCHASE. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement (hereinafter called "Agreement'), all that certain real property and easements (hereinafter collectively "Property") situated in the City of Irvine, County of Orange, State of California, and legally described as follows: SEE EXHIBIT 1 AND EXHIBIT 2 ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF 2. PURCHASE PRICE. The total purchase price of the Property, which includes the value of the land and improvements thereon and compensation for the Temporary Construction Easement described in Section 3.2, payable in cash through escrow, shall be the sum of Two Hundred Forty -Six Thousand and Five Hundred Dollars ($246,500.00) (the "Purchase Price "). 3. CONVEYANCE OF TITLE. 3.1. Seller agrees to convey to Buyer at the close of escrow hereunder by the Easement Deed in the form of Exhibit 1, certain real property interests to the real property described therein, free and clear of all recorded liens, encumbrances, assessments, easements, leases, and taxes EXCEPT: a. Non - delinquent real property taxes and assessments for the fiscal year in which this transaction closes which shall be cleared and paid by Buyer in the manner required by Sections 4986 and 5082.1 of the Revenue and Taxation Code, if unpaid at the close of this transaction. Buyer and Seller agree that any real property taxes and assessments for the Property for the fiscal year in which this transaction closes shall be prorated between Buyer and Seller as of the date of close of escrow hereunder pursuant to a written proration statement provided to Escrow Agent and approved by Buyer and Seller in writing. In addition, Buyer and Seller further agree regarding real property taxes and assessments with respect to the Property as follows: Any unpaid real property taxes and assessments attributable to the period prior to the close of escrow hereunder shall be paid by Seller as and when due, and any refund of such real property taxes and assessments attributable to the period prior to the close of escrow hereunder that have been paid by Seller, if any, shall be refunded to Seller. In addition, any non - delinquent real property taxes and assessments attributable to the period on and after the close of escrow hereunder shall be cleared and paid by Buyer in the manner required by Sections 4986 and 5082.1 of the Revenue and Taxation Code as- provided_above;_provided however,_that_any_ refund- of-such_real-property taxes and assessments attributable to the period on or after the close of escrow hereunder that have been paid by Seller, if any, shall be refunded to Seller, and any refund of such real property taxes and assessments attributable to the period on or after the close of escrow hereunder that have been paid by Buyer, if any, shall be refunded to Buyer. b. Quasi - public utility, public alley, public street easements, and rights of way of record (except rights in any such items conveyed under this Agreement). c. ALL of the items shown as exceptions to title in the above referenced preliminary title report issued by Orange Coast Title Company dated March 1, 2012, a copy of which is attached hereto as Exhibit 3 and incorporated by reference herein (the 'Preliminary Report"), except that, as part of satisfying the conditions to the close of escrow set forth in Section 5 below, items 21 - 23 shown in the Preliminary Report relating to Seller's existing financing shall be removed from the Property that is described in the Easement Deed attached as Exhibit 1. Buyer agrees that Buyer's Preliminary Report is attached hereto as Exhibit 3 for informational purposes only, and Seller shall not have any responsibility or liability to Buyer for the accuracy of the Preliminary Report. Buyer agrees to look solely to the Policy of Title Insurance described in Section 4 below for the satisfaction of any and all claims or liabilities whatsoever with respect to any title matters. 3.2. Seller further agrees to convey to Buyer at the close of escrow hereunder by the Temporary Construction Easement in the form of Exhibit 2, certain real property interests in, on, over and above the portion of the Seller's Property depicted on the attached Exhibit 2 and incorporated herein by this reference. 4. TITLE INSURANCE POLICY. Escrow Agent shall, following the recording of the Easement Deed attached hereto as Exhibit 1 and the Temporary Construction Easement attached hereto as Exhibit 2, provide the Buyer with a CLTA Standard Coverage Policy of Title Insurance in the amount of $246,500.00 issued by Orange Coast Title Company showing the title to the real property identified in Exhibit 1 vested in Buyer, subject only to the exceptions set forth in Section 3.1 of this Agreement and the printed exceptions and stipulations in such policy. Buyer agrees to pay the premium charged for such policy. 5. ESCROW. Buyer and Seller agree to open an escrow in accordance with this Agreement with Orange Coast Title Company ( "Escrow Agent "). Buyer and Seller acknowledge and agree that Buyer will also be entering into separate escrows pursuant to the separate agreements between (a) Buyer and Bates Johnson Building, Ltd., a California Limited Partnership, (b) Buyer and First California Bank, a California banking corporation, and (c) Buyer and Centerpointe Owners Association, a California corporation, for the acquisition of all of the other property necessary to complete the Project (collectively, the "Agreements ") and these separate escrows will also be entered into with Escrow Agent. This Agreement constitutes the joint escrow instructions of Buyer and Seller to the Escrow Agent, and Escrow Agent is hereby authorized and instructed to act under this Agreement. The parties acknowledge and agree that the escrow under this Agreement shall close concurrently with the escrows under each of the other agreements mentioned above, so that the Buyer is able to acquire all the property set forth in this Agreement and in the other agreements mentioned above that is necessary to complete. The parties acknowledge and agree that the escrow under this Agreement shall not close if Buyer is unable to acquire those portions of Assessor Parcel Numbers 445 - 132 -09 and 445 - 132 -11 necessary to complete the Project. If for any reason whatsoever the escrow under this Agreement is unable to close due to the foregoing, then neither Seller nor Buyer shall be in default hereunder. Priorto the close of escrow hereundere—as a condition for the benefitof each of'Buyer and Seller, the Lender(s) (NXT Capital, LLC and or NXT Capital Funding ll, LLC) with respect to Seller's existing financing for the Property shall (i) give its written consent to the transactions contemplated hereunder, including the recording of the Easement Deed and the Temporary Construction Easement, and (ii) deliver a partial reconveyance of such Lender's deed of trust and such Lender's other recorded financing documents with respect to the Property to be conveyed to Buyer by the Easement Deed attached hereto as Exhibit 1. If the parties are unable for any reason whatsoever to satisfy the condition set forth in this paragraph, then neither Seller nor Buyer shall be in default hereunder. The parties hereto agree to perform all acts reasonably necessary to close this escrow in the shortest possible time; provided, however, that the escrow shall close not later than May 31, 2012, unless the parties mutually agree otherwise in writing. Seller shall execute and deliver the Easement Deed and the Temporary Construction Easement to Escrow Agent concurrently with execution and delivery of this Agreement by Buyer and Seller. After opening of escrow, Buyer will deposit the executed Certificate of Acceptance for each of the Easement Deed and the Temporary Construction Easement with Escrow Agent. Buyer agrees to deposit the Purchase Price upon demand of Escrow Agent on or before the close of escrow hereunder, together with all otherfunds required from Buyer hereunder. Buyer and Seller agree to deposit with Escrow Agent any additional instruments as may be reasonably necessary to complete this transaction. All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account or by wire transfer pursuant to the written instructions of the party to whom or for whose benefit such disbursement is made. 6. ESCROW AGENT IS AUTHORIZED TO, AND SHALL: Upon the close of escrow hereunder: a. Pay and charge Seller, but only upon Seller's prior written approval, for any amount necessary to place title in the condition necessary to satisfy Section 3 of this Agreement; b. Pay and deduct from the Purchase Price, any amount necessary to satisfy any delinquent real property taxes or assessments, together with penalties and interest thereon; provided, however, that any non - delinquent real property taxes and assessments shall be prorated and paid as provided in Section 3.1.a of this Agreement; c. Pay and charge Buyer for all reasonable fees incurred in this transaction including payment of reconveyance fees and forwarding fees for partial or full reconvenances of deeds of trust or release or mortgage by Buyer; d. Pay and charge Buyer for any escrow fees, charges, and costs payable under Section 7 of this Agreement; and e. Disburse the funds comprising the Purchase Price to Seller, subject to any deduction(s) authorized by this Agreement, by wire transfer pursuant to Seller's written instructions and record the Easement Deed and the Temporary Construction Easement upon the close of escrow when the conditions of this escrow have been — fulfilled -by- Buyer- and - Seller. In- no- event-will -the -funds comprising -the Purchase Price to be disbursed to Seller at the close of escrow be reduced except upon Seller's prior written approval of an estimated closing statement showing each specific item to be paid from Seller's funds with Seller's prior written approval. The term "close of escrow ", if and where written in these instructions, shall mean the date the Easement Deed and the Temporary Construction Easement recorded in the Office of the County Recorder for the County of Orange, State of California, and the funds comprising the Purchase Price, subject to any deduction(s) authorized by this Agreement, have been disbursed to Seller by wire transfer pursuant to Seller's written instructions. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of the policy of title insurance. All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing. TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW IS TO CLOSE AS SOON AS POSSIBLE; provided, however, that the escrow shall close not laterthan May 31, 2012, unless Buyer and Seller mutually agree otherwise in writing. 7. ESCROW FEES, CHARGES AND COSTS. Buyer agrees to pay all of Buyer's and Seller's and Escrow Agent's reasonable fees, charges, and costs which arise in this escrow. 8. FULLAND COMPLETE SETTLEMENT. Seller hereby acknowledges that the compensation paid to Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, by reason of Buyer's acquisition of the Property, specifically including, but not limited to, any and all damage to Seller's remainder property by reason of the acquisition of the Property or the installation of the improvement Project in the manner proposed, the value of improvements pertaining to the realty, leasehold improvements, any and all claims of rental or leasehold value and loss of business goodwill, any claim of Seller for relocation benefits or assistance, and any and all other claims that Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property. Seller and Buyer, and each and all of their individual collective agents representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries, hereby release the other party, and each of them, from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitations those relating to just compensation, damages, which any of them now have, or might hereafter have by reason of any matter or thing arising out or in any way relating to Buyer's acquisition of the Property interests described herein. 9. CONSTRUCTION CONTRACTAND CURATIVE WORKAND OTHER CONSIDERATION. a. It is understood and agreed by and between the parties hereto in addition to the compensation shown in Section 2 hereinabove, the Buyer, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed Project: Construct both retaining and planter walls at the intersection of MacArthur Blvd. and Jamboree Rd. in accordance with City's construction drawing number R- 5998 -S. in this Agreement, the right of possession and use of the subject Property by the Buyer, shall only commence on the date of the close of escrow hereunder and that the amounts referred to in Section 2 and Section 10 herein includes, but is not limited to, full payment for such possession and use, including damages to the subject Property, if any, from said date. c. All work done under this Agreement by Buyer shall conform to all applicable building, fire and sanitary laws, ordinances, and regulations relating to such work, and shall be done in a good and workmanlike manner, fully paid for and lien free, at Buyer's sole cost and expense. All structures, improvements or other facilities, when removed, and relocated, or reconstructed by the Buyer, shall be left in as good condition as found. d. Buyer agrees to indemnify and hold harmless Seller from any liability arising out of Buyer operations under this Agreement. Buyer further agrees to assume responsibility for any damages proximately caused by reason of Buyer operations under this Agreement and Buyer will, at its option, either repair or pay for such damage. 10. PERMISSION TO ENTER ON PREMISES. It is understood and agreed that for Project planning and funding purposes the Seller hereby grants to Buyer and authorized agents or contractors, from and after the close of escrow hereunder, the right of possession and use of the area described in Exhibit 1 and Exhibit 2 attached hereto to perform the work described in Section 9.a. However, said right of possession and use shall not be exercised prior to the Buyer, or Buyer's agent, providing Seller with a 48 -hour prior written notice to perform the construction items listed in Section 9.a above. The right to use the Property shall continue in effect for a period of three (3) months. Said use shall begin from the date, after the close of escrow hereunder, that Buyer, or Buyer's agent, provides Seller with a 48 -hour prior written notice. All efforts shall be made to complete the described work within such three (3) month period of time; provided, however, that extraordinary circumstances may occur which may require additional time to complete the work (i.e. rain, labor dispute, shortage of materials). It is agreed that should the actual use extend beyond the three (3) month time period delineated above, and the occurrence is verified through the contractor or City inspection logs, the Buyer agrees to pay to Seller for such additional use of the Property beyond the three (3) months time period at the rate of $82.40 per calendar day, for each additional day until the actual date of Buyer's termination of use. It is further understood that in no event shall the Buyer's use of the Property extend beyond the earlier of either (i) the termination of the Temporary Construction Easement in accordance with its terms, or (ii) the date construction of the Project is completed. 11. RENTAL AND LEASEHOLD INTEREST. Seller warrants that Seller has no knowledge of any third parties in possession of any portion of the Property as lessees, tenants at sufferance, trespassers, or invitees, and that there are no oral or written recorded or unrecorded leases or other agreements concerning all or any portion of the Property exceeding a period of one month. Seller further agrees to hold Buyer harmless and reimburse Buyer for any and all of its losses and expenses occasioned by reason of any lease of any portion of the Property held by any tenant of Seller for a period exceeding one month. 12. WARRANTIES, REPRESENTATIONS, AND COVENANTS OF SELLER. Seller hereby warrants, represents, and/or covenants to Buyer that: a. To Seller's actual knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. b. Other than as listed in the Preliminary Report, to the best of Seller's knowledge, there are no encroachments onto the Property by improvements on any adjoining property, nor do any buildings or improvements encroach on other properties. c. Until the closing of the escrow hereunder, Seller shall not do anything which would impair Seller's title to any of the Property. d. Subject to the satisfaction of the conditions set forth in Section 5 above, to the Seller's actual knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which the Property may be bound. e. Until the closing, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations this Section 12 not to be true as of closing, immediately give written notice of such fact or condition to Buyer. 13. HAZARDOUS WASTE. Seller does not have actual knowledge of, or reasonable cause to believe that, there does exist any release of hazardous substances, as defined in California Health and Safety Code section 25316, on or beneath the Property that would require notice from Seller to Buyer pursuant to California Health and Safety Code Section 25359.7. 14. COUNTERPARTS. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. 15. CONTINGENCY. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Buyer herein. The execution of these documents and the delivery of same to Escrow Agent constitute such acceptance and approval. 16. NO BROKERS. Buyer and Seller each represents to the other that no brokers have been involved in this transaction. Buyer and Seller agree to indemnify one another against any claim, suits, damages and costs incurred or resulting from the claims of any person for any fee or remuneration due in connection with this transaction pursuant to a written agreement made with said claimant. 17. JURISDICTION AND VENUE. This Agreement shall be governed by and constructed in accordance with the laws of the State of California. The parties consent to the jurisdiction of the California Courts with venue in Orange County. 18. ASSIGNMENT. The terms and conditions, covenants, and agreements setforth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. Buyer may freely assign any or all if its interests or rights under this Agreement or under the Escrow without the consent of Seller provided, however, that such assignment shall not release Buyer from its obligations hereunder. 19. COOPERATION. Each party agrees to cooperate with the other in the closing of this — transaction - and,, —in- that - regard, —to -sign any- and -all- documents -which -may be- reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. 20. ENTIRE AGREEMENT, WAIVER AND MODIFICATION. This Agreement is the entire Agreement between the parties with respect to the subject matter of this Agreement. It supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or on behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach. [The remainder of this page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. Mailing address of Seller: 19712 MacArthur Blvd., Suite # 300 Irvine, CA 92612 -2446 Mailing Address of Buyer: PO Box 1768 Newport Beach, CA 92658 -8915 APPROVED AS TO FORM: City Attorney's : B v A r .Harp, City Attorney SELLER: CIP Centerpointe 1236 LLC, a Delaware limited liability company By: CIP Investment Manager LLC, a Delaware limited liability company, its Manager By: — Name: Eric GLSn3ytK Title: Member BUYER: The City of Newport Beach, a Municipal Corporation an Gardner, Mayor ATTEST TO: By: Leilani I. Brown, City Clerk Mailing Address of Escrow Agent: CONSENT OF ESCROW AGENT: By its signature hereto, the undersigned Escrow Agent agrees with each of Buyer and Seller to act in accordance with all of the terms and conditions of the foregoing Agreement that are applicable to the Escrow Agent. ESCROW AGENT: ORANGE COAST TITLE COMPANY By:_ Name: EXHIBIT 1 EASEMENT DEED WITH LEGAL DESCRIPTION AND PLAT MAP RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Newport Beach PO Box 1768 Newport Beach, CA 92658 -8915 Attention: City Clerk Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R &T Code § 11922 (Space above this line for Recorder's use) EASEMENT DEED Orange County Assessor's Parcel Number: 445 - 132 -18 (Portion) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CIP Centerpointe 1236 LLC, a Delaware limited liability company HEREBY GRANTS TO THE CITY OF NEWPORT BEACH, a Municipal Corporation an easement for public STREET AND UTILITY purposes and all other uses appurtenant thereto in, on, over, under, and through the real property in the City of Irvine, County of Orange, State of California described on Exhibit "A" and shown on Exhibit "B ", which exhibits are attached hereto and by reference made a part hereof (the "Property "). SUBJECT TO: 1. General and special taxes and assessments for the current fiscal tax year; and 2. All covenants, conditions, restrictions, reservations, rights, rights -of -way and easements recorded against the Property, and all other matters of record. [Continued on next page.] IN WITNESS WHEREOF, the Grantor hereto has caused this Easement Deed to be executed as of this l 'r�day of !M 2012. CIP Centerpointe 1236 LLC, a Delaware limited liability company By: CIP Investment Manager LLC, a Delaware limited liability company, its Manager By: Name: Eric C. Smyth-----' Title: Member State of California County of Orange For, ACKNOWLEDGMENT before (insert name and title of the officer) Notary Public, personally appeared '�Q OACAYS Syn1 l i h , who proved to me on the basis of satisfactory evidence toe the person(.ef whose name(4 is44- subscribed to the within instrument and acknowledged to me that he/shedrey executed the same in his /Jherfttfeir authorized capacity(ie4) and that by hisLbeathgir signature(egon the instrument the person*, or the entity upon behalf of which the person(sj- 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 �� __//h��and��anddP official seal. Signature: fp (X a(/ �� v uyi l� SANDI CARL p Comm. M 1869253 t (J .. A 7. NOTARY PUBLIC- CALIFORNIA N ORANGE COUNTY ,if...._.... Mr Cum. EX P, OCT. 75- ...:.Un.� CERTIFICATE OF ACCEPTANCE This CERTIFICATE OF ACCEPTANCE is to certify that the interest in real property conveyed by the Easement Deed dated from CIP Centerpointe 1236 LLC, a Delaware limited liability company to the City of Newport Beach, a municipal corporation is hereby accepted on 2012, by the undersigned officer on behalf of the City of Newport Beach pursuant to authority conferred by Resolution No. 92- 82 of the City Council adopted on July 27, 1992. The City consents to the recordation of said document in the Officer of the Recorder of Orange County, State of California. APPROVED AS TO FORM: City Attorney' ;f Office By: �k Aar C. Harp City Attorney ATTEST: By: Leilani I. Brown CITY OF NEWPORT BEACH, A Municipal Corporation 0 City Clerk Nancy Gardner Mayor EXHIBIT 'A' RIGHT -OF -WAY ACQUISITION LEGAL DESCRIPTION THAT PORTION OF PARCEL 1 AS SHOWN ON PARCEL MAP RECORDED IN BOOK 107, PAGES 10 THROUGH 11 INCLUSIVE OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF JAMBOREE BOULEVARD AND MACARTHUR BOULEVARD AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE CENTERLINE OF JAMBOREE BOULEVARD NORTH 40 038'23" EAST, 416.37 FEET; THENCE LEAVING SAID CENTERLINE OF JAMBOREE BOULEVARD SOUTH 49 021'37" EAST, 60.00 FEET TO THE MOST WESTERLY CORNER OF SAID PARCEL 1, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 1 SOUTH 49 °21'37" EAST, 13.38 FEET TO THE BEGINNING OF A NON TANGENT CURVE CONCAVE NORTHWESTERLY WITH A RADIUS OF 2557.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 50 °39'56" EAST; THENCE LEAVING SAID WESTERLY LINE ALONG SAID NON TANGENT CURVE THROUGH A CENTRAL ANGLE OF 00 002'31" AN ARC LENGTH OF 1.87 FEET; THENCE NORTH 39 020'04" EAST, 160.42 FEET; THENCE NORTH 84 058'47" EAST, 42.90 FEET; THENCE NORTH 40 037'29" EAST, 41.91 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID PARCEL 1 THENCE ALONG SAID NORTHEASTERLY LINE NORTH 49 021'37" WEST, 39.66 FEET TO THE NORTHERLY MOST CORNER OF SAID PARCEL 1; THENCE ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 1 SOUTH 40 °38'23" WEST, 196.28 FEET TO THE TRUE POINT OF BEGINNING; ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT 'B' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF, VALD 130 PAGE 1 OF 2 EXHIBIT 'A' RIGHT -OF -WAY ACQUISITION LEGAL DESCRIPTION SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS OF WAY AND EASEMENTS OF RECORD, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME OR UNDER MY DIRECTION AND DATED THIS Z3'' DAY OF JUNE, 2011. LAND Sf o. Au T 5 No. 5394 Z " * U 09/30/12 JA �? J.O. AUSTIN S N, L.S. 5394 9� of CAl-�F LICENSE EXPIRES 09/30/12 VALD 130 PAGE 2 OF 2 AP JAMBOREE BLVD - P.O.B. 416.37' 60.00' A— N40'38'23 "E S49'21'37 'E 13,38' T.P.09. 196.28' 54921'37 "E I S403823 CURVE TABLE N3920'04 "L f DELTA RADIUS LENGTH C1 160.42 00-02'31" 2557.00' 5yj �P� 42.90' U�? �0. AUS/� GF�o 'FIP� N845847'E 41.91' to i" ro N40'37'29'E M I �w ./r Exp. 09/30/12 2 CV Lo [) Qf P CENTER LINE — M Q PARCEL 2 PARCEL 1 m 0- LEGAL DESCRIPTION BOUNDARY LINE P.M.D. 107/10 -11 CURVE TABLE NO. DELTA RADIUS LENGTH Cl 00-02'31" 2557.00' 1.87' q 0 LAND so U�? �0. AUS/� GF�o z LEGEND: No. 5394 ./r Exp. 09/30/12 RIGHT OF WAY — — P CENTER LINE — FD PARCEL LINE enuF� LEGAL DESCRIPTION BOUNDARY LINE VALD 130 AREA =4,290 S.F. VA CONSULTING INC. EXHIBIT 'B' AEVO oAtE V CIVIL ENGINEERS LAND SURVEYORS LAND PLANNERS PLAT DATE N0: 0/11 0.500 DATE: O9 /xo /tt 1" -100' TO ACCOMPANY LEGAL DESCRIPTION IN PROJ MORi JWW 1 - -- a. 6900 OAK CANYON, SUITS ISO (999) 974 -190D THE CITY OF IRVINE SURVEYOR: MA IRVINE, CA 92618 COUNTY OF ORANGE, STATE OF CALIFORNIA DRAFTER: ON Figure Name: VALD 130 BC North: 2186944.48 East: 6071266.25 Arc Length: 1.87 Radius: 2557.00 Delta: 0 -02 -31 Tangent: 0.94 Chord: 1.87 Ch Course: N 39 -21 -20 E Course In: N 50 -37 -25 W Out: S 50 -39 -56 E Ctr North: 2188566.67 East: 6069289.70 End North: 2186945.92 East: 6071267.44 Course: N 39 -20 -04 E Distance: 160.42 North: 2187070.00 East: 6071369.12 Course: N 84 -58 -47 E Distance: 42.90 North: 2187073.75 East: 6071411.85 Course: N 40 -37 -29 E Distance: 41.91 North: 2187105.57 East: 6071439.14 Course:N 49 -21-48 W Distance: 39.66 North: 2187131.39 East: 6071409.05 Course: S 40 -38 -23 W Distance: 234.84 North: 2186953.19 East: 6071256.10 Course: S 49 -21 -37 E Distance: 13.38 North: 2186944.48 East: 6071266.25 Perimeter: 534.98 Area: 4290.29 0.10 acres Mathematical Closure - (Uses Survey Units) Error of Closure: 0.000 Course: S 90 -00 -00 E Precision 1: 534977216.42 1 OF 1 EXHIBIT 2 TEMPORARY CONSTRUCTION EASEMENT WITH LEGAL DESCRIPTION AND PLAT MAP RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Newport Beach PO Box 1768 Newport Beach, CA 92658 -8915 Attention: City Clerk Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R&T Code § 11922 (Space above this line for Recorder's use) Orange County Assessor's Parcel Number: 445 - 132 -18 FULL[ ] PORTION [X ] TEMPORARY CONSTRUCTION EASEMENT FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CIP Centerpointe 1236 LLC, a Delaware limited liability company HEREBY GRANTS TO THE CITY OF NEWPORT BEACH, a Municipal Corporation A temporary easement for construction purposes in, on, over, under, and through the real property in the City of Irvine, County of Orange, State of California described on Exhibit "A" and shown on Exhibit "B ", which exhibits are attached hereto and by reference made a part hereof (the "Property "). SUBJECT TO all covenants, conditions, restrictions, reservations, rights, rights -of -way and easements recorded against the Property, and all other matters of record. This Temporary Construction-Easement-shall-terminate-upon-the-filing-of-a-Notice-oi Completion for the Jamboree Road Improvements - Bristol Street North to Fairchild Road Project, or within two (2) years of the date of this document shown below. [Continued on next page.] IN WITNESS WHEREOF, the Grantor hereto has caused this Temporary Construction Easement to be executed as of this -191=' day of ,. /�,/-L c 14 , 2012. CIP Centerpointe 1236 LLC, a Delaware limited liability company By: CIP Investment Manager LLC, a Delaware limited liability company, its Manager By: Y- Name:Eric C. Smyth Title: Member ACKNOWLEDGMENT State of California County of Orange On Mc). I • 0._ before a� • 1 • r. (insert name and title of tl�e officer) NotarX Public, personally appeared ' A E y-lc c Vlfar PS SVY1 V 1'1 , who proved to me on the basis of satisfactory evidence to be the person whose name(,>Q) is /are subscribed to the within instrument and acknoylledged to me that he4he/t4y execud the same in his4ie#ttAr authorized capacity , and that by hislher/tt�eir signature on the instrument the personk4 -6r the entity upon behalf of which the person(4 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. SANDI CARLSON almy CouP6# 1869253 ROSARY PURIIGCQPORNIA �� OAANGf CONTSignature: � /)//�a2�1 1 i Comm, EXP. OCT, as, cols (Seal) CERTIFICATE OF ACCEPTANCE This CERTIFICATE OF ACCEPTANCE is to certify that the interest in real property conveyed by the Temporary Construction Easement dated from CIP Centerpointe 1236 LLC, a Delaware limited liability company to the City of Newport Beach, a municipal corporation is hereby accepted on , 2012, by the undersigned officer on behalf of the City of Newport Beach pursuant to authority conferred by Resolution No. 92 -82 of the City Council adopted on July 27, 1992. The City consents to the recordation of said document in the Officer of the Recorder of Orange County, State of California. APPROVED AS TO FORM: City Attornew's Office By: A ro C. Harp City Attorney ATTEST: By: Leilani I. Brown CITY OF NEWPORT BEACH, A Municipal Corporation M City Clerk Nancy Gardner Mayor EXHIBIT'A' TEMPORARY CONSTRUCTION EASEMENT LEGAL DESCRIPTION THAT PORTION OF PARCEL 1 AS SHOWN ON PARCEL MAP RECORDED IN BOOK 107, PAGES 10 THROUGH 11 INCLUSIVE OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF JAMBOREE BOULEVARD AND MACARTHUR BOULEVARD AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE CENTERLINE OF JAMBOREE BOULEVARD NORTH 40 038'23" EAST, 416.37 FEET; THENCE LEAVING SAID CENTERLINE OF JAMBOREE BOULEVARD SOUTH 49 021'37" EAST, 60.00 FEETTO THE MOST WESTERLY CORNER OF SAID PARCEL 1; THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 1 SOUTH 49 °21'37" EAST, 13.38 FEET TO THE BEGINNING OF A NON TANGENT CURVE CONCAVE NORTHWESTERLY WITH A RADIUS OF 2557.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 50 °39'56" EAST, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERLY LINE ALONG SAID NON TANGENT CURVE THROUGH A CENTRAL ANGLE OF 00 002'31" AN ARC LENGTH OF 1.87 FEET; THENCE NORTH 39 020'04" EAST, 160.42 FEET; THENCE NORTH 84 058'47" EAST, 42.90 FEET; THENCE NORTH 40 °37'29" EAST, 41.91 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID PARCEL 1; THENCE ALONG SAID NORTHEASTERLY LINE SOUTH 49 °21'37" EAST, 15.01 FEET; THENCE LEAVING SAID NORTHEASTERLY LINE SOUTH 40 038'23" WEST, 37.00 FEET; THENCE SOUTH 49 021'37" EAST, 59.49 FEET; THENCE SOUTH 40038'23" WEST, 10.15 FEET TO THE BEGINNING OF A NON TANGENT - CUR.V.E_CONCAVE- SOUTHERLY WITH -A- RADIUS -OF- 120.00- FEET, -A- RADIAL - LINE -T-O -SAID - POINT BEARS NORTH 22015'34" EAST; THENCE WESTERLY ALONG SAID NON TANGENT CURVE THROUGH A CENTRAL ANGLE OF 71 °37'11" AN ARC LENGTH OF 150.00 FEET; THENCE SOUTH 40 038'23" WEST, 73.81 FEET TO A POINT ON THE NORTHWESTERLY LINE OF SAID PARCEL 1; THENCE NORTH 49 021'37" WEST 18.62 FEET ALONG SAID NORTHWESTERLY LINE TO THE TRUE POINT OF BEGINNING; VALD 130 -01 PAGE I OF 2 EXHIBIT `A' TEMPORARY CONSTRUCTION EASEMENT LEGAL DESCRIPTION CONTAINS AN AREA OF 7,408 SQUARE FEET, MORE OR LESS ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT'B' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS OF WAY AND EASEMENTS OF RECORD, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME OR UNDER MY DIRECTION AND DATED THISZ,3 °d DAY OF JUNE, 2011. yip LAND SLR` 2 �p.AUST� No. 5394 z Exp. 09/30/12 J . AUSTINSON, LcA LICENSE EXPIRES 09/30/12 VALD 130 -01 PAGE 2 OF 2 /6. /I /x 416.37' N40'38'23 "E 6= 00'02'31 " R= 2557.00' L =1.87' 18.62'. N49 21'37 "W PARCEL 2 JAMBOREE BLVD 60.00' _ I S492 1'37 E 549'21'' 7 "E 1.38 10.42 9 '04 3 42.90' 3 N8458 '47 "E 6 "E N320 - �- " W p � M N22'15 '34"E _ ui T j a RADIAL 10.15 S4038'23 "W M a PARCEL 1 a P.M.B. 107/10 -11 CURVE TABLE N0, NO. DELTA RADIUS LENGTH Cl 71-37'11" 120.00' 150.00' LINE TABLE N0, BEARING LENGTH L i S4038'23 "W 73. 81 ' L2 S4921'37 "E 59.49' L3 S40'3823 "W 37.00' L4 N403729 "E 41.91' 1p0 4 4 , uAND SVR cis .0.AtJSr LEGEND: NO. 5394 * Exp. 09/30/12 RIGHT OF WAY CENTER LINE - 9rF OP PARCEL LINE CAOF LEGAL DESCRIPTION VALD 130 -01 BOUNDARY LINE AREA =7,408 S.F. VA CONSULTING INC. EXHIBIT 'B' REMSION GATE: CIVIL ENGINEERS LAW s1.RVEYMS LAND PLANNERS PLAT PLAT ND: 373.01.050E GALE: as/20/11 I'm 100' mF" � TO ACCOMPANY LEGAL DESCRIPTION ON IN MGR: JWW .I 1 - -�- &OD OAK CANYON' SUITE 150 (949) 474M00 THE CITY OF IRVINE SURVEYOR: JOA .L IRVINE, CA 92618 COUNTY OF ORANGE, STATE OF CAIJFORNIA DRAFTER: ORB 1 Figure Name: VALD 130 -1 North: 2186450.71 East 6071447.63 Course: N 39 -20 -04 E Distance: 160.42 North: 2186574.79 East: 6071549.31 Course: N 84 -58 -47 E Distance: 42.90 North: 2186578.54 East: 6071592.05 Course: N 40 -37 -29 E Distance: 41.91 North: 2186610.35 East 6071619.33 Course: S 49 -21 -37 E Distance: 15.01 North: 2186600.58 East: 6071630.72 Course: S 40 -38 -23 W Distance: 37.00 North: 2186572.50 East 6071606.63 Course: S 49 -21 -37 E Distance: 59.49 North: 2186533.75 East: 6071651.77 Course: S 40 -38 -23 W Distance: 10.15 North: 2186526.05 East 6071645.16 Arc Length: 150.00 Radius: 120.00 Delta: 71-37-11 Tangent: 86.58 Chord: 140.42 Ch Course: S 76 -26 -58 W Course In: S 22 -15 -34 W Out: N 49 -21 -37 W Ctr North: 2186415.00 East: 6071599.71 End North: 2186493.15 East: 6071508.65 Course: S 40 -38 -23 W Distance: 73.81 North: 2186437.14 East: 6071460.57 Course: N 49 -21 -37 W Distance: 18.62 North: 2186449.27 East: 6071446.44 Are Length: 1.87 Radius: 2557.00 Delta: 0 -02 -31 Tangent: 0.94 Chord: 1.87 Ch Course: N 39 -21 -20 E Course In: N 50 -37 -25 W Out: S 50 -39 -56 E Ctr North: 2188071.46 East: 6069469.89 End North: 2186450.71 East: 6071447.63 Perimeter. 611.19 Area: 7407.93 0.17 acres Mathematical Closure - (Uses Survey Units) Error of Closure: 0.000 Course: S 90 -00 -00 E Precision 1: 611188326.56 1 OF 1 EXHIBIT 3 COPY OF PRELIMINARY TITLE REPORT Va Consulting 17801 Cartwright Road Irvine, CA 92614 Attention: BUTCH Your Reference No.: APN 445 -132 -018 Dated: MARCH 1, 2012 Order No. 1029789 -32 ORANGE COAST TITLE COMPANY Builder Services /Commercial Division 3536 Contours Drive #120 Ontario, CA 91764 In response to the above referenced application for a policy of title insurance, Orange Coast Title wilder Services 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 B 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 B. 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 B 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 assmried 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. Dated as of FEBRUARY 23, 2012 at 7:30 A.M. Manuel Villalobos Title Officer Phone 909 -987 -5433 Fax # 909 - 297 -2547 mannyv @octitle.com The form of ]Policy of Title Insurance contemplated by this report is: A.L T.A. HOMEOWNER'S POLICY (01/01/08) Order No. 1029789 -32 SCHEDULE "A" The estate or interest in the land hereinafter described or referred to covered by this report is: A fee Title to said estate or interest at the date hereof is vested in: CIP CENTERPOINTE 1236 LLC, A DELAWARE LIMITED LIABILITY COMPANY The land referred to in this report is situated in the County of Orange, State of California, and Is described as follows: Parcel A: Parcels 1 and 7, as shown on a map filed in book 107, pages 10 and 11 of Parcel Maps, in the office of the County recorder of Orange County, California. Parcel B: Reciprocal, non- exclusive easements for access, ingress and egress over the common areas of Parcels 2, 3, 4, 5 and 6, as shown on a map Sled in book 107, pages 10 and 1 I of Parcels Maps, in the office of the County recorder of Orange County, California, as said easements are set forth in the article entitled "Easements" of that certain Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Centerpointe, recorded December 13, 1977 in book 12490, page 1134 of Official Records of said Orange County. Order No. 1029789 -32 SCIIEDULE "B" At the date hereof exception to coverage in addition to the printed exceptions and exclusion contained in said policy form would be as follows: General And Special Taxes For The Fiscal Year 2012 -2013; Including Any Assessments Collected With Taxes. A Lien Not Yet Payable, SECOND INSTALLMENT GENERAL AND SPECIAL ANY ASSESSMENTS COLLECTED WITH TAXES, 1STINSTALLMENT $23,541.90 PAID 2ND INSTALLMENT $23,541.90 OPEN PENALTY $2,377.19 (AFTER 4.10) CODE AREA 26 -037 PARCEL NO. 445 - 132 -18 EXEMPTION $0 TAXES FOR TIME FISCAL YEAR 2011 -2012, INCLUDING SECOND INSTALLMENT GENERAL AND SPECIAL TAXES FOR ANY ASSESSMENTS COLLECTED WITH TAXES. ISTINSTALLMENT $28,952.22 PAID 2ND INSTALLMENT $28,952.22 OPEN PENALTY $2,918.22 (AFTER 4 -10) CODE AREA 26 -037 PARCEL NO. 445- 132 -19 EXEMPTION $0 THE FISCAL YEAR 2011 -2012, INCLUDING 4 The property covered herein lies within the boundaries of City of Irvine Landscape Maintenance District 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 24, 25, 26, 33, 34, 35, 36 and 37, as disclosed by an assessment district map filed in book 38, page I of Assessment Maps, recorded August 6, 1987 as Instrument No. 87- 448557 of Official Records. And as disclosed by an Assessment District Map filed in book 42, page 1 of Assessment Maps, recorded July 7, 1988 as Instrument No. 88- 325691 of Official Records. And as disclosed by an Assessment District Map filed in book 47, page 19 of Assessment Maps, recorded July 25, 1989 aslnst- ument No. 89- 391811 of Official Records And as disclosed by an Assessment District Map filed in book 53, page 19 of Assessment Maps, recorded July 26, 1990 as Instrument No. 90- 392575 of Official Records And as disclosed by an Assessment District Map filed in book 57, page 1 of Assessment Maps, recorded July 24, 1991 as Instrument No. 91- 387793 of Official Records And as disclosed by an Assessment District Map filed in book 59, page 1 of Assessment Maps, recorded June 24,- 1992.as- lastrumentNo, 92- 424906 of Official- Records And as disclosed by an Assessment District Map filed in book 62, page 1 of Assessment Maps, recorded June 24, 1993 as Instrument No. 93- 0422981 of Official Records And as disclosed by an Assessment District Map filed in book 65, page 11 of Assessment Maps, recorded June 29, 1994 as Instrument No. 94- 429079 of Official Records And as disclosed by an Assessment District Map filed in book 68, page 48 of Assessment Maps, July 26, 1995 as Instrument No. 95- 318006 of Official Records Exceptions Continued Order No. 1029789 -32 And as disclosed by an Assessment District Map filed in book 69, page 25 of Assessment Maps, recorded July 26, 1995 as Instrument No. 95- 318282 of Official Records The property covered herein lies within the boundaries of City of Irvine Lighting Maintenance District, as disclosed by an Assessment District Map filed in book 21, page 16 of Assessment Maps, recorded June 25, 1982 as Instrument No. 82- 219047 of Official Records. And as disclosed by an Assessment District Map filed in book 21, page 41 of Assessment Maps, recorded June 25, 1982 as Instrument No. 82- 219048 of Official Records. And as disclosed by an Assessment District Map filed hr book 23, page 1 of Assessment Maps, recorded August 22, 1983 as Instrument No, 83- 366185 of Official Records And as disclosed by an Assessment District Map filed in book 27, page 50 of Assessment Maps, recorded July 8, 1986 as Tnstrument No. 86- 290745 of Official Records And as disclosed by an Assessment District Map filed in book 31, page I of Assessment Maps, recorded July 8, 1986 as Instrument No. 86- 291925 of Official Records And as disclosed by an Assessment District Map filed in book 37, page 16 of Assessment Maps, recorded August 6, 1987 as Instrument No. 87- 448556 of Official Records. And as disclosed by an Assessment District Map filed in book 41, page 30 of Assessment Maps, recorded July 7, 1988 as Instrument No. 88- 325690 of Official Records And as disclosed by an Assessment District Map filed in book 48, page 1 of Assessment Maps, recorded July 25, 1989 as Instrument No. 89- 392635 And as disclosed by an Assessment District Map filed in book 53, page l of Assessment Maps, recorded July 26, 1990 as Instrument No. 90- 392576 of Official Records And as disclosed by an Assessment District Map filed in book 57, page 25 of Assessment Maps, recorded July 24, 1991 as Instrument No. '91- 387792 of Official Records And as disclosed by an Assessment District Map filed in book 58, page 33 of Assessment Maps, recorded June 24, 1992 as Instrument No. 92- 424907 of Official Records And as disclosed by an Assessment District Map filed in book 61, page 16 of Assessment Maps, recorded June 24, 1993 as Instrument No. 93- 0422980 of Official Records And as disclosed by an Assessment District Map filed in book 66, page 1 of Assessment Maps, recorded June 29, 1994 as Instrument No. 94- 429078 of Official Records And as disclosed by an Assessment District Map filed in book-%- page_47 of Assessment Maps, recorded_Juy 26, 1995 as Ins6wuent No. 95- 0318005 of Official Records And as disclosed by an Assessment District Map filed in book 69, page 7 of Assessment Maps, recorded July 26, 1995 as Instrument No. 95- 0318196 of Official Records And as disclosed by an Assessment District Map fled hr book 69, page 25 of Assessment Maps, recorded July 26, 1995 as Instrunent No. 95- 0318282 of Official Records Exceptions Coufiuuad Order No. 1029789 -32 The, lien of supplemental taxes, if any, assessed pursuant to the provisions of section 75, et seq. of the revenue and taxation code of the State of California. An easement for highway purposes over a portion of said land, together with the right to extend and maintain drainage structures; excavation and embankment slopes beyond the Easterly and Westerly boundaries thereof, as conveyed to the State of California by Deed recorded July 25, 1940 in book 1047, page 557 of Official Records. Note: The fact that the ownership of said land does not include any rights of ingress or egress to or from Mac Arthur Boulevard abutting said land, said rights having been relinquished upon the terms and conditions in the Jost above mentioned deed. A perpetual avilation easement in and through the air above the herein described and other land, as conveyed to the County of Orange by the Irvine Company, by deed recorded March 17, 1964 in book 6965 page 721, of Official Records, and the terms and conditions as set forth in said deed to which record. Reference is hereby made for all particulars. Covenants, conditions and restrictions in an instrument recorded in book 7385, page(s) 915; hr book 8059, page(s) 79 and in book 8546, page(s) 799 all of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or Deed of Trust made in good faith and for value, but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that sold covenant (a) is exempt under chapter 42, section 3604 of the United States code or (b) relates to handicap but does not discriminate against handicapped persons. "NOTE: section 12955 of the government code provide the following: if this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12955 of the government code. Lawful restriction under state and federal law on the age of occupants in senior housing for older persons shall not be construed as restriction based on familial status." Covenants, conditions and restrictions in an instrument i'aco'ded in book 7529, page(s) 600, Official Records, which provide that a violation thereof shall not defeat or render invalid die lien of any mortgage or Deed of Trust made ht good faith and for value, but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under chapter 42, section 3604 of the United States code or (b) relates to handicap but does not discriminate against handicapped persons. "NOTE: section 12955 of the government code provide the following: if this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair housing laws and is void, and may he removed pursuant to Section 12955 of the government code. Lawful restriction under state and federal law on the age of occupants in senior housing for older persons shall not be construed as restriction based on familial status." An instrument declaring a modification thereof was recorded in book 7946, page(s) 90; October 27, 1989 as _InsbumentNp:_89_580884; January_5, 1990_as_InslrumentNo. 90_ 009885;_ October_ 5,_1990_as_Instronent_No..-- 90- 535152; January 10, 1991 as Instrument No. 91- 014595; January 10, 1991 as Instrument No. 91- 014596; January 18, 1991 as Instrument No. 91- 026673; April S, 1991 as Instrument No. 91- 160564 and September 26, 2002 as Instrument No. 2002 - 0827184 all of Official Records. 10 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: July 1, 1969 in book 9008, page 808, Official Records For: ingress, egress; sanitary sewer and incidental purposes In favor of: Irvine Industrial Complex, a California Corporation Affects: Parcel 1 of said land. 11 The fact that the owners of said land have no right of vehicular access to Jamboree Boulevard and Mac Arthur Boulevard except the public right to travel same, said rights having been relinquished by the dedication provisions on the map of said tract. Said land, however, abuts on a public thoroughfare other than the one referred to above, over which rights of vehicular access have not been relinquished. Exceptions Continued Order No. 1029789 -32 12 Covenants, conditions and restrictions in an instrument recorded in book 12490, page(s) 1134, Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or Deed of Trust made in good faith and for value, but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under chapter 42, section 3604 of the United States code or (b) relates to handicap but does not discriminate against handicapped persons. "NOTE: section 12955 of the government code provide the following: if this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12955 of the government code. Lawful restriction under state and federal law on the age of occupants in senior housing for older persons shall not be construed as restriction based on familial status." 13 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: hi book 12621, page(s) 1325, Official Records For: either or both underground lines, conduits and incidental purposes In favor of Southern California Edison Company Affects: The location of said easement is set froth therein. 14 An easement for purposes herein stated, and rights incidental thereto as provided in an hnstrunent Recorded: May 9, 1978 in book 12667, page(s) 947, Official Records Font water line purposes and incidental purposes In favor of Irvine Ranch Water District Affects: over that real property described in Exhibit "A ", and depicted in Exhibit 'B ", purportedly attached to said document Note: Said exhibit "A" and 'B" were not attached to and made a part of said easement. This easement is shown on an Alta Survey prepared by Tri -Star Surveying, dated April 4, 1996, Job . No. 26- 33 -96. 15 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: in book 13033, page(s) 918, Official Records For: water line purposes and incidental purposes In favor of Irvine Ranch Water District Affects: over those portions of Parcels 1 and 7, more particularly described on a map attached thereto and made a part thereof This easement is shown on an Alta Survey prepared by Tri -Star Surveying, dated April 4, 1996, Job No. 26 -33 -96 16 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: February 15, 1979 in book 13036, page(s) 1140, Official Records For: pipelines and incidental purposes - - -In- Favor -of: — Southern- Califonia- Gas - Company — Affects: over the Northwesterly portion of parcel 1, as shown on a map attached thereto and made a pail thereof This easement is shown on an Alta Survey prepared by Tri -Star Surveying, dated April 4, 1996, Job No. 26- 33 -96. Exceptions Continued Order No. 1029789 -32 17 Rights of tenants as tenants only without any right to purchase as set forth in annexed schedule. Tenant Names: The Mutual Life Insurance Company of New York Ares Realty Capital, Inc. Advantage Real Estate Services, Incorporated Nautilus Pius Kathleen M. Bruhn Newport- Mesa Federal Credit Union Charles S. Wilcox D.B.A. Pharmacology Research, Inc. Regents of the University of California U.S. Amada Limited Benya & Skandalis (D/B /A Spaces) Belgravia Financial Services, LLC Avent, Inc. 18 The following matter disclosed by an A.L.T.A. Survey by Tri -Star Surveying, signed by Jack Little, L.S. No. 2883, dated April 4, 1996, Job No. 26- 33 -96. 19 An instrument, upon die terms and conditions contained therein Entitled: Temporary Construction Easement Agreement Dated: August 30, 2005 Executed by and between: Scholle Jamboree Property Development I, LLC, a California limited liability company and CIP Centerpointe 123, LLC, a California limited liability company Recorded: September 8, 2005 as Instrument No. 2005000709119, Official Records Reference is hereby made to the above document for full particulars. 20 An instrument, upon the terms and conditions contained therein _ Entitled: Access Easement Agreement Dated: April I, 2007 Executed by and between: Scholle Development SPE 1, LLC, a Delaware Limited Liability Company ('Scholle "), Impac Center Owners Association, a California nonprofit mutual benefit corporation (Scholle Association "), Centerpointe Owners Association, a California nonprofit mutual benefit corporation ( "Centerointe Association "), CIP Centerpointe 123 LLC, a California limited liability company ( "CIP 123 ") and is expressly approved and consented to by CIP Centerpointe LLC, a California tunited liability company ("CIP'), Centerpointe L.P., a Delaware Limited Partnership ( "Centerpointe L.P. "), Bates. Johnson Building, Ltd, a California Limited Partnership ( "Bates, Jolmson ") and First California Bank, a California Banking Corporation (Ti st California ") Recorded: May 11, 2007 as Instrument No. 2007000308910, Official Records Reference is hereby made to the above docwnent.for fall particulars. Exceptions Continued Order No. 1029789 -32 21 A DEED OF TRUST TO SECURE. AN INDEBTEDNESS OF AMOUNT: $13,500,000.00 TRUSTOR: CB' CENTERPOINTE 1236 LLC, A. DELAWARE LIMITED LIABILITY COMPANY TRUSTEE: CHICAGO TITLE COMPANY BENEFICIARY: NXT CAPITAL LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED: DECEMBER 29, 2011 RECORDED: DECEMBER 29, 2011 AS INSTRUMENT NO. 2011-684327, OFFICIAL RECORDS. THE BENEFICIAL INTEREST UNDER SAID DEED OF TRUST WAS ASSIGNED TO: NXT CAPITAL FUNDING 11, LLC BY ASSIGNMENT RECORDED: JANUARY 24, 2012 AS INSTRUMENT NO. 2012-39549, OFFICIAL RECORDS. 22 AN ASSIGNMENT OF RENTS, ROYALTIES, ISSUES AND PROFITS ACCRUING FROM SAID LAND AS ADDITIONAL SECURITY FOR THE PAYMENT OF THE INDEBTEDNESS SECURED BY THE DEED OF TRUST SHOWN IN PARAGRAPH 21 OF SCHEDULE B. RECORDED: DECEMBER 29, 2011 AS INSTRUMENT N0, 2011 - 684327, OFFICIAL RECORDS. EXECUTED BY: CIP CENTERPOINTE 1236 LLC, A DELAWARE LIMITED LIABILITY COMPANY IN FAVOR OF: NXT CAPITAL LLC, A DELAWARE LIMITED LIABILITY COMPANY AN INSTRUMENT, UPON T14B TERMS AND CONDITIONS CONTAINED THEREIN ENTITLED: ASSIGNMENT OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS SECURITY AGREEMENT AND FIXTURE FILING DATED: DECEMBER29,2011 EXECUTED BY AND BETWEEN: NXT CAPITAL, LLC AND NXT CAPITAL FUNDING II, LLC RECORDED: JANUARY 24, 2012 AS INSTRUMENT NO. 2012-39549, OFFICIAL RECORDS 23 A FINANCING STATEMENT RECORDED JANUARY 4, 2012 AS INSTRUMENT NO 2012 -3541, OFFICIAL RECORDS. DATED: NOT SET OUT. DEBTOR: CIP CENTERPOINTE 1236 LLC. SECURED PARTY: NXT CAPITAL LLC. AN ASSIGNMENT OF TIME ABOVE FINANCING STATEMENT. RECORDED: JANUARY 27, 2012 AS BNS7RUMENTNO.2012- 50544, OFFICIAL RECORDS 24 The requirement that we be provided: (1) A copy of the filed articles of organization of CIP Centerpointe 1236 LLC, a Delaware limited liability company (2) A current list of the names of said limited liability company members. (3) A copy of said limited liability company's operating agreement, with a verified certificate Urat the operating agreement is a true and correct copy of the agreement now in effect, End of Schedule B Order No. 1029789 -32 "NOTES AND RE, OUIREMENTS_SECTION" Note No. l California Revenue and Taxation Code Section 18662, effective January 1, 1994 and by amendment effective January 1, 2003, provides that the buyer in all sales of California Real Estate may be required to withhold 3 and 1/3% of the total sales price as California State Income Tax, subject to the various provisions of the law as therein contained. NOTE NO.2 PAYOFF INFORMATION: Note: this company does require current beneficiary demands prior to closing. If the demand is expired and a correct demand cannot be obtained, our requirements will be as follows: A. If this company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment. The amount of this hold will be over and above the verbal hold the lender may have stipulated. B. If this company cannot obtain a verbal update on the demand, will either pay off the expired demand or wait for the amended demand, at the discretion of the escrow. C. In the event that a payoff is being made to a servicing agent for the beneficiary, this company will require a complete copy of the servicing agreement prior to close. Note No. 3 If this company is requested to disburse funds in connection with this transaction, chapter 598, statutes of 1989 mandates hold periods for checks deposited to escrow or sub- escrow accounts. The mandatory hold is one business day after the day deposited. Other checks requite a ]told period from three to seven business days after the day deposited. Notice Regarding Your ]deposit of Funds California Insurance Code Sections 12413 el. Seq. Regulates the disbursement of escrow and sub - escrow funds by title companies. The law requires that funds be deposited in the title company escrow and sub- escrow accounts and be available for withdrawal prior to disbursement. Funds deposited with the Company by wire transfer may be disbursed upon receipt. Funds deposited with the Company via cashier's checks drawn on a California based bank may be disbursed the next business day after the day of deposit. If funds are deposited with by other methods, recording or disbursement may be delayed. All escrow and sub - escrow funds received by the Company will be deposited with other funds in one or more non - interest bearing escrow accounts of the Company in a financial institution selected by the Company. The Company and/or its parent company may receive certain duvet or indirect benefits from die financial institution by reason of the deposit of such funds or the maintenance of such accounts with the financial institution, and the Company shall have no obligation to account to the depositing party in any manner for the value of, or to pay such party, any benefit received by the Company and/or its parent Company. Those benefits may, include, without limitation, credits allowed by such financial institution on loans to the Company and /or its parent company and earnings on investments made on the proceeds of such loans, accounting, reporting and other services and products of such financial institution. Such benefits shall be deemed additional compensation of the Company for its services in connection with the escrow or sub = escrow -l£ fwids aie to be deposited withOrangc Coast'Title T3uild "er Sei vi "ce8 by wire irtutsfer, they should be wired to the following bank/account: Wiring Instructions for This Office: CITIZENS BUSINESS BANI{ 301 VANDERMI,T WAY SAN BERNARDINO, CA 92408 ABA NO. 122234149 ACCT NO. 245121776 Credit to the account of Orange Coast Title Builder Services Reference Title Order No. 1029789 -32 and Manuel Villalobos, title officer Hun Order No. 1029789 -32 Exhibit B (Revised 11- 17 -06) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990 EXCLUSIONS FROM COVERAGE in tin public records at Deta ofPoliry, but not excluding Dom eovemge any teking which It's wwmAd priorta Dele ofPbliey whirl: rewrdcd In Iho public records of Data ofP.11ny, but created su(Rrc ummed or.&,and Ire by the totaled t aimmt; (b) col known o the Insured cieimanl and not diaobsed In wnling to the LtomQmy by Ilse insured lAlm..l Palos Io the dal. Ibe Insured aleim mi red clelmanl; ((d11 clumbing or created sebsequdnl to Data ofPOlier, ar (o) monhing in loss ar damage which would not heve been sbteormmml fntarttl bvythis a.Iicy. . iailu of tha In.red el ]]ate of Policy, or Ibe kahility or figure of any subsequent owner of the lndebledress, to comply with Isle svhlch arse onl ohbelmnmdion evidenced by the Inmred mortgage and is bored upon usury or any eomnmer uedit prautivn or 6, My elnim, whlab mhos out ofthe transaction vcsti.g I. Ibe Inmred Ilia coot, ufluaal hunred by ibis trolley or Oho Tmmanton creating Wo Interest oftho Insured lender, by mason of die operation of federal bmkmptcy, into Insolvency or droller erolitmV rights Issas. EXCEPTIONS FROM COVERAGE - SCHEDULE B. PART does not alwagglan ku,wdamoge(hnd the Companywillow pa9 Call; nuomovys'fcawcxp... as) whldh adsc by reason of: emcummats Mddl are not shown as"Ieling liens by the records afony taxing oulrodty that levles(Axes or assessments an not prepony or by Ilia public records. Proceedings by a public agency which maker or assessments, or notices ofsuclh proceedings, whether or not shown ds of such agency or by she publlo,.mode. Nos. imercels, or calms which am at shown by Ih. publk records bunvhkh could be esudalned by an Inspudon of ilia land or which may be asserted by persons In possuslon shwwr. is Item or ewumlxmtes, at claims thereof, which are not shown by The public retards, rdu conflicts In bandery lines, Aculage in area, onemaehmmu, orally Luba, luaswtdeb. cancel surveyy would dlwla and whlelr em not at,..b the public records, anlea mining elelms; (b) rcservmions a "ecptions in pelenb Orin A.t aulhodzhig Omissuonce IhemoQ lc) water dglos, c alms ortilta to water, whether or not the mautm excepted under (a), (b) w(o) am iepubliamtards. )IOMEOWNER'S POLICY OF TITLE INSURANCE (10/22/03) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS othe 8xaptlons in Schedule D, You are not Insured against loss, wale, allomtyd fees, and oxPensa mmlling fame cent police power, and The existence orvialalon crony taw orgoverueN rugulogoa TMs includes ordinances, lava end nguboh ns concerning; a.bullding, b. seeing, a.Land um d. Impovement, an lire d divisian,f. erwhonmental poteden.Thls Exclusion don not apply to violations wile enfomemtm efthae maaas ifw6w ofthe vlalntion or enfrcament appears In Ibe Public Records at Ilia Polley T Of Yourocs rotlimn aeeovemge describedir, Covered Risk in accordance m any pan .( them, to be command! in accordenco with applicable building cods. This Exclusion does not apply to via (Atlone of building cosec ifnoticeoftlm vloletlon to talmt Recordsetthe Pokey Dela to dire The t xn bywndemniag II, uNew: a. n rolke.faercbing Ibe right eppeve In Ism Public Records el the Polity ➢err; or be ilia taking happened before Ilia Polley ❑ale and Is binding on You IfYtsu sendwithoutd,Allo edhlatedng. iheleretmit InnolotstoYou; or Io by You, actur oror not they y Data in Ibe public Records•, coe[ae Rnotvn. You vthe Policy ,BA,but not o Us, uaeas they appea In the Pobllo8ecords tit Ilse a Iho re for In no loss. You; old. drat Rm.tear offer the Policy ➢ere -tMs does not limn me coverage seedbed In Covned Risk 7, BA, 22, 23, 29 or 25. pay value far lAnd Outs rigln: e. m any fond onside the arts spwificelly described and mRmed to in paagmph 3 of Schelnle A; and Q in sleds, dleys, onvolanvnys that touch the Lend. This Exclusion does not I{mll she LIMITATIONS ON COVERED RISKS amour nsurTirinre rr lh %llowmg— Coveviiai s's s limited on le wners oYemge lescmcppt err o revs: •par Covered Risk 14.15, 16 and 1B, Yen, nedualblo Amount end Our Maxlrnum Dollar mil ofLlebilit shown In Sclodule A. no deductible .mwnbLord madmum dollar Ilmlis sham an Schedule A Am as follows: Yu r�D.d�. the �m Ohr Maim mDuller Limit of Llnbllity Covered Rlsk 14: ° a/a MIII aft of$ ((rvlrinbever is ivs)) $ Covered MO 15: —04 of D011ey Amount arS= (rvhlehever is leee3 $ -_ Coveredlaish16: ` —%of Palley Anh.untorS_i(wldcbeverlslus — S C.v..dI le: %af Pahq AA,wu1 rS_(whlehev.r In less) S— AMERICAN LAND TITLE ASSOCIATIONRCSIDENTLIL TITLE INSURANCE POLICY (6.1.87) EXCLUSIONS wheofauching the right apinas In the public records eon the Polity Date Odic leking happened poor to the Palley Date end Is binding an you tryout u hhn ao known to you but ML M us. oqq the PoligyDame unless they appared to thep.blt .records *hot result in n. I... .you rdnif:ratnRactyouf metcdel lierin" ageln /tc. g.!Covered nialuskA nree speafiuily daoobed and mferrcdm mllanl ofSchcdulcAOR 'Insteps, alley; orweluwrynlhot loueh your lend. Thi,.aI.slondoanotli.k Q.ocwss ALTA LOAN POLICY (10.17.92) WITH ALTA ENDORSEMENT -FORM I COVERAGEEXCLUSIONS FROM COVERAGE no following matters ore expressly excluded from the wvaage ofthb policy and the Company All not pay loss or damage, was, nuomeye fees or expenses itch aaw by mason or. 1. (a) Any law, osdlmnoe"governmental regulation Qncluding but not Ilmimd to bulldingond zoning laws, ordinances, orrcguhtioa) raoteung mgulmhvg, pwhiblling or ranting too) theoaupmcy, use, or adoyrowl ml land; QI) am duawla, dimeai.a er lout In orally Improvement now or hareofier ercaed on the land; Oil) a separation In ownership or a change in do dimensions or win of the land or say pawl ofsvhkhIho land is orwen.pan;w Qv) environmental prmemton, orthea ntofanyvlohllwofthue laws, ordinawesorgowmmeitel megulellom, aeepetlothocinem units.mote.filewromement Onrwrora notice ors defeat, lien or en.whmnw retelling from a violation or alleged violation affecting than Ind has been recorded In Ilia public records el Dan orPoliry.(b) My governmental police power ca excluded by (a) above, except to Ilia extent [het a notice of ilia aemiso thcmafora notice of a defwl, lien or rnwmbmnce mmlling from o violation or alleged vloklon afreNng Om land has been n carded In the public records m Del. ofpOli" 2.IUghls ofeminem domelo unless notice ofllo exercise thereofhes been recorded In the public records at Dale orPoliey, but not excluding from coverage any mklng which lies occurred prior to Dale afPolicy which assumed or Aimed to by tin Insured Insured claimant prior to the dam it Dole ofP011ry, A or damage to Iftho Inswed elolnt'nt had paid value for ilia insured mongege, 4. Unenfctwebillly ordw lien ofthc Insured madgege because ofthe Inability ar! allure araw insured at Data ofilolAy, or the Inability or fnilure afony subsequent owner ofhc Indebtedness;. comply with applicable doing business law mr, o stele in which the lend Is a umcd. 5. Invdldlly ar uawfu,nihifl, aflho lien ol7ho Insured moagogt, or palm Ihercef, svhlch od,eA out c fflhe nansnahm whImind by ilia Insured mortgage and is based upon usury or any consumer madit protection or WW In lending sew. 6. My Mean., Ile. fnervim ,labor....twhIs (anlm cl,he ofpdodly ofanys rnowy Ilan for eerviws, labor or mntedeb aver die Ikon oftho Insured mortgage) adsing Dom an Improvement or work annual to Lite load which I. conheded far and commenced subsequent to Dan of Policy and Is not Maud In whole m in pen by powedsof(he Indebtedness secured by ilia inuoid nm iplA, which At DataofP.1i.y the Lured bas advanced or Is uhligmml to edvance. 7. My clam, wbkh vo.t..I old. inattention creating the Interest of the moagega Insured by this policy, by mason orshe operation of federal bankrupt y stale Insolvency, or similar uedhor? dghb laws, that is based on: A) the twmmton saline the interest oflhe Insured .. due.. hat.. deemed .fraudulent wnvewnw or fraudulent mrivE,aain she suhnrdimilnn ofahA Imeral a film insured Loflw,te. a. A—,I, mr,h. fuluc(Q].thedyreconl Welon Coverage or Encoded Coverage This policy does not Insure against lose or damage (and the Company All nm pay eau, w.meyo fun wnpewa) Adel, arise by taco. of.. I.1'aa or assessment, which are not shown as Wiling liens by the records of any lking wildly that Inaba roves or esmnmeus on real property or by ilia public records. Pmacdirgs by a publlo agency which may result in macs or assessment; m.alit. .raw?. poendhap, whether a not shown by the records ofineh ageray or by the publlo records. 2.Any fntln, dgbts, Imerala or claims which arc not Anova by the public records but which could be ueenelned by an inspection ordw lend or which may be asserted by pedant In ponsesnlon the ant: 3.Eanweanm, liens or eowmbrawn, or claims mhereof; not shown by the public records. 4XIsutpaml(A, wnnleb In hmndary lines. among. in one, enuosebments, or any whor falls which o cereal survey would disclose, cod whluh we net drown by the publlo rceords. 5,(o) Unpalenled mining claim; (b) rescrvallons or "captions In patents or In Acts Authorizing the tsmen. thereof, (e) water rights, dams or tine to water. whichw or net the matters excepted under (s), (b) or (c) we asawn by the public awards. 2006 ALTA LOAN POLICY (06.17 -06) EXCLUSIONS FROM COVERAGE The following mile. ore exprady ... bided from mho eovuage, of this policy, and the Company All not pay loss or damage, cab, Attorneys' fees, or explain [lint adse by reason of I. (a) Any sew, ordinance, pemit, or governmental regulation (including those miming to building and zoning) enticing, regulating, prohlbllin or relating to: Q) ilia oewpanoy, uto, or eNoymenl ofthe Land; (II) the chermser, dlmemlons, or loation crony Improvement eroded on the Land; (ill) tlm"bdivlAw attend; or (IV) mvio n mend pmtwtan {err the rival ofany vlolnllon critics. law,. wdlnenca, or govammentel regula tom. Tbls Exclusion I(a) does not modify or limit Ole leverage paw,W it under Covered Risk 5. (b) Any govemmenbl police power. TWs Exclusion I(b)does not modify or limit the coverage provided under Covued Risk 6, Pug. l or2 pages Order No. 1029789 -32 ofeminemilonmin. This Excluslon duos not modify or limit ilia coverage provided under Covered Ift?or$. line encumbrances, udvarm shims, Ar other noalwrs: (n) craned, suffered, oeumm, or ogmad to bythe Inmmd Claimant; 0) gat Known to Ibe Company: net recorded In Ilia Publle RecoNs et Dme of I Known to the Insured Cloimnnl ad not dlscbsad in s.. ![in, to Ilia Company by Ilia Invited Claimant prior to the data Ill.In ... ad Claimant bewmc an Insured . ends, This polloy;(o) Analog In no loss or n the Treated Chad noun[; (d) nilm.16t, or crenled subsequent to Data ofPOlicy (however, This dam not modify, or limit the coverage provided under Covered Risk ill, 12, or 14); or (e) reaching In loss or ml would not have been sustained If1ho Insured Claimant had paid value for Ilse insured Mortgage, ,.ability of the lien ofilm Insured Mon,a,A b.nuae ofilm inability or allure Oran Insured m comply with applicable doing -0uslness Imes oflhe sma where ill. Lord to situated. ty or unwfnmeabilityin whole or in part oflhe lien oflhe Insured Mongage that arises out oflhe harangue evidenced by Ilia insured Mortgage and Is based upon glory or any consumer eradil protection or Adding law. ire, by mama oflllo operation rfederal bo mkouptpy, slate Insolvency, or similar eredilem' nghll laws. that Ole Immongon CAHOA8I110 lien ofdle Imued Mmufoaae, Is; (a) A fraudulent Co.vaywce or uAnsfaa or (b) a prefervnllol transfer for may reason not Aimed In Covered Risk 13(b) Alibis policy, on Iho Tblo forrwl mine (Ran or asamsments imposed by govcmmolaml an hodsy vAd created or attaching between Dam ofPolioy and Ill. data ofrewrding ofllw Insured Mongagc In the Public Records. sIton does not modify orllmll flonocalge provided under Covered Risk l l(b). The above policy form may be issued to afford eitherSandnrd Coverage a extended Coverage, In addillon W the shove I from Coverage, Ilia Excoldans from Coverage in a Soo erd Coverege imllcywill aboincludelhe following Exaepliam Rom Coveralls: EXCEPTIONS FROM COVERAGE y does not [mare agaiml lost or damnge (And the Company will not pay sods, mamays' ibsor expanses) dial mile by reason of. ns or Assessment Ibnl . me not Anew. es ulsilag lions by Iho records of any Axing authority that levies loxes or resonances; on real properly or by the Publle Records; (b) pmccedingn by a public agunry ,suit in luxes or mi ns nionls, or.Ade s fsuch proceedings; whether anal almwn by Ihernards of mMr agency or by die Public Records. s, rights, interims, or claims that ere not shown by Iha public Remold, but that could beawedalned by en inspection of Iha Land Argos may be ouened by persons in possession orthe Lend. As, liens or encumbrances, or Maimsthereof, not shown by the Public Records. rowhmenf enwmbmnw, vlolnlian, variellon, or Adverse cimumslance affcding the Tilic them would be disclosed by nn su trust And complain lend eurvey ofilm Lord and not shown by Ilia Public RGPOrda. lalenmd mining claims: (b) reservations arex.pflons in patens or hl Aas waoddng the issuance thmeof (a)waterrighs, claims ordain to water, whether or not the matters avaepled under (e), (b), or (c) by the Public RCmrds. ALTA OWNER'S POLICY (10-17-92) EXCLUSIONS FROM COVERAGE ring Indiana are oxpormly excluded from Ilia c.v.mga ofthir policy and ilia Company will'Pat pay loss or damage, wait, altomeysi ton ... Allmon which ads. by remomof-, law, ordinance ergoyemmenmi mgulmAn (including bul not Ilmiled to building and zoning laws, ordinances, Ar regulmlons) resld[Iln& regulating, prohibiting or mliol.am Q) Ili, occupancy, use, or Of ILc 1,Ad; QIJ Ilia dlamCler, dimwsiolls Or IACA11011 ofwY ImpfoVCm<o1001V ofJlefGBRer erMledor We land; (iii) a aepemllonin 0\marebip era cbvngv in lbw Jimendonv Or area Oft110IvnJ ornny pnrfAl le land IF or \VpF a Pan; Or 11 V1 enYlmamam.l prolecOOn, er111E ElfeClmfanV Vholatlw OftI1EIe A \Va. ofdo0nceeof QOYGmnlenlal feNId110n9. ox[Opl(a d10 tXlGal lllll n nmleG Afllle,nforCClllm1111[Feofef0 or Polley, but not aistudios from covcragcnny taking which has occurred prior to Data ofPolioy which 3. Details. liens, encumbrances, adverse claims or other mmlers: (r) aided, infrared, assumed or agreed to by On, Insured eluimenh(b) Act frown Iodic Company, not mounted In the public records at Date or Policy, but known to We Insured claimnnrand not ilbolosed in wrilins to file Company by Ilia [Attend olAmont prior mtbQ data the Insured claimant becamonn insured under this pvliey;(e)mstdling In no loss or damage to Iho insured c]aimant; (d) munching or created subsequent to Dole ofPolioy; Alta) resulting in Ass or dnmegewbielr would not bsve bean retained Ifthe insured claimant had paid value for the mate or interest !named by this Policy. 4. Any clank+ which dsu out of the transaction voting In We Insured (]no estate or interest Insured by Wia policy, by noon ofilio forsollm.of federal bankruptcy, slate Insolvency, or similar credilors' right laws, that is based on: (1) the vansamion erasing tine note or interest insured by Oils policy being doomed frruil conveyance or gaudulent transit,; or(11)'ilia tree etlon creating the estate or Interest insured by this policy being deamcd o piefcrs nl8d wrasRr except where the preferential transfer results Rom Ill* faiMne: (a) to timely, rueld the inslmmcnt oftransfeq or 0) of such secordallom to Imped nodes to a purchaser for venue or elodgement or lien creditor. The above policy form may be issued to afford either Standard Covemgeor Exlonded Covaraga In Addition to Ilia Above Exclusions froai Coverage, the Exceptions from Covemgo In A Standard C overage Policy will ale. include ilia following Exceptions from Coverage: EXCEPTIONS PROM COVERAGE Tbis policy data not insure n,alnm Ian or demagc (ad Vie Company will not pay costs, alu meysi fur or pan.,) which mine by Italian og 1. Taxes m mimeamws which ere not sIt. as existing (lens by ilia records ofany taxing authority that Ievias toes or msnimenA on red or by ilia public rocordv Proceedings by a public agency which may rnbt In was or nsmummus, or rather orsudr proceedings, wittier or not shown by the seeds ofsuch agency or by de public mcords. 2. Any facts, right, imernls or claims which are net shown by ilia public recofdsbut which could be Quertalned by an inspection eflhe led or which may be colonel by persona in possession thereof. 3. Easement, liens or encumbrances, or claims tlareaf, which are not shown by the Pablo records. 4. Dbompsnaiey conflict in boundary lines, shortage In Pros, encroachments, or any oilier there which a coned survey Would disclose, and which eve not shown by fhepublle raords. 5. (a) Unintended mining claims; (b) mearvarlons orexupllons In pslens or in Acs authorizing the IaaVAOw h oomP, (c) water rigUro,.oleims or Ihlo lA svelen sviielher Ar not the mmlers oupled under (e), (b) or (e) arc shown bytim publlo records, Aide eR4m of Exclusion 1(b) ed to by the Insured Claimant- (b) not Known to the Comp1any, not recorded In tie Public Records at Dom of YAlroint prior to the dale the Insured Claimant became anlresume! under this policy; (e) resulting In no loss or A not modify or limit No conversion Provided under Covered Risk 9 and 10); or (o) resulting in loss or damage rights Imes, that the transaction veiling the Title as shown In Schedule A, 7m (a) a fraudulent werwayance or of tlmded or other Inswment or transfer in to the above Exclusions from Coverage, the This policy doe not lams. against loss or deinage (and the Company will nos pay costs, ammeyi' fats or expenses) that adm by reason op. I. (a)Taxes or conssmcnis that are not shown s existing lions by the roods ornny Cuing nuWodty that leyles taxes or assessments on rut property or by elm Polio R .... ds;(b) pw.edingo by a public gmay that may result In loos orInvestments, or notices of each proceedings, whether or not shown by the mwrds ofenh agency or by Ilia Public Records. 2. My foes, High, Interests, or claims that are not shown in the Public Records but that could be ancedalied by an inspecllou ofthe Lend or shat may be awned by parents, in immolation oflhe Lend. 3. Easements, lien, or encumbrances, or claims shelter, not shown by the Public Records, 4. Any encroachment, encundmnce, violation, variation, a, Won.. ciourall ... A effecting We Thle that would be disclosed by an Awurate and complete Ind survey Aram Land and that are not shown by the Publle Remade. 5. (e) Unpslmed mining either; (b) reservations or excapdons in patemo or in Acs authorizing the issuance lhereaG(0)Water right, claims or title to water, whether or not the matters excepted under (A). (b), or (9) Am ahvwn by We Publle Records. ALTA EXPANllEO COVE RAGEiRESIDENTIALll Am LICY {]0 /13/Ol)EXCLr pool. FROM COVERAGE The following meow aeupreuly excluded from the coverage oflhicpollcy and too Campenywill not pay lot or damage, amt, allnmcys Rn or eapcorl which Arise by r <ason of heralter named on the Lend; (ill) n separation in ownaleldit or a change In Iho dimensions or Areas ofllue Lend or any Iviehf.n ofihne laws. oollo.nom Ar aoveanmemAi mmul.lirmt exam In dm caem thin tnnnee,hrlh. n...,,..m e, except to the aeon (list a notice little examiso Wacofor n nonce of. dale olPoiny..This exclusion dam not limit the coverage provided under Covered In the Public Reeordsat Dam ofPolioy, but not excluding from coverage any asking which has occurred prior to Date ofPolicy s,umwgs, liens, encumrlanees; adverse claims or omer matom (A) -.aid, suPeend, Assumed or agreed to by ilia Insured Claimant; (b) not Kamva to the Company, not recorded In the Public Records at Data of Policy, but Known to the bard! Claimant end not disclosed in writing to the Company by the Iaumd Claimant prior to the data the Insured Claimant became an Insured under this polioy;(o) resulting In no loss a damage to he Insured Cleimnnl;(d) Quashing continued subsequem to Do. oPP.1icy(Ine paragraph duos ooI I led I the coverage provided under Covered Risks g, 16, 10, 19, 20, 21, 22, 23, 24, 25 and 26); Ar(eJruuhin, in loss or dome,. which would or Iinon ban sustained [fihe battered Claimant bad paid Yalu afar the Imumd h4odgage. 4. UnenforceabiIILy Afllm lien ortlie Insured Mortgage banns so or die Inability or failure or the Insured el Data ofPolioy, ostlm I said Illy or Allure of Any subsequent comer of, he Indebtedness, to comply with anplica abodoing business taws aftb -It III in (vhich ilia Lend is thAtted. S. Invalidity or unealbrocnbllily oftim lien ofthe Insured Mormage, or chasm thereof which arises wt ofthe transition evidenced'by Ihehuured Mortgage and Is based upon usury, except as provided in Covered Risk 27, or any wmumeramdll proeollonor W[h in lending I.W. 6,Real property tun ... wesonnm, orally govaranuumd anllmrhy wlri.h b.omA n lien an the Land subsegnem to Dane affinity. This almhoion does not limit the coverage provided under Covered R Aks 7, e(e) and 26. 7. Any claim oflnvAlldlly; unenforeeability or look of priority ofalse [in.Afit. lmored Manitoba AA a advances onnodificmhons made after the Immad has Knowledge that al:owatce chum in Schedule A is no longer [be ownwordie estate or inarml covered by this policy. This exclusion does not limit the coverage provided In Covered Risk e. g.Lack ofpdndoy ortho lien of the Insured Mongnge m ae .Ali Ad every dvmw mod.ahv Dole Affinity, and ill Inmost charged theme, over ]iens, enwmbnnes and other minas infecting the Rllo ,List existence Afwldat Are Known lathe Insured itWo Would have beflhe advance; or(b) The rime is odllivelion mode lathe terms rage bsured MmgngedMoh chongesthe role of In1creH nhmged, ifdne mleoflntercst is Thelvmoof(be rfdamodsttulin, or inwouldmtancenbeforethe. ndcdon. This e, am As does notIbno Ibe coverage provided ACovered]Uskg: 9. The fall.. wes thereddetdielswdon appears In die Public Records at Dam omlmcldbefore, on oragar Data ofPolicy ineccoNance wilb Applicable building codes: This exclusion does not apply e toff Penns of building cedes if nmice oflhe violation appeam In lhePUblic Records etDme of Polley. Page 2of2 pegs Order No. 1029789 -32 ORANGE CAST TITLE BUILDER SERVICES PRIVACY POLICY 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 understand that you may be concerned about what we will do with such information — articularly any personal or financial information. We agree that you have a right to lmow how we will utilize the personal information that you provide to us. Therefore, 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 which you provide to us. It does not govern the manner in whicb 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. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: o Infomation we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means. o Information we receive from roviders of services to us, such as appraisers, appraisal management companies, real estate agains and brokers anyinsurance agencies (this may include the appraised value, purchase price and other details about the property that is the subject of your transaction with us). o Information about your transactions with us, our Affiliated Companies, or others; and o Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for 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 indefinitely, 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. Former Customers Even if you are no Conger 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 pparties have access to any of your information. We restrict access to nonpublic personal information about you to those ini ividuafs and entities who need to ]mow thatinfonuation 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. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Opting Out We may also share the information we collect about you within our family of companies (our "Affiliated Companies "). We may also provide finis information to cormppanies that perform marketing or other services on ow behalf, or on behalf o£ our Affiliated Companies ( "Service Providers ' )..However, we will not share this information with our Affiliated Companies or our Service Providers if you choose to opt out, m writing. To opt out, please use tine form entitled "RequestNot to Share Nonpublic Personal Informatien' ,which is attached hereto. This form provides msiructions on how for request us not to share information with th rd parties. Please be aware that Orange Coast Title Builder Services and its Affiliated Companies maintain high standards to safeguard nonpublic, personal information, and do not rent or sell such information. Please note, however, Hint unless you opt out in writing, our Affiliated Companies and Service Providers will have access to the information in our files. Other Important Information We reserve the right to modify or supplement this Privacy Policy at any time. If our Privacy Policy changes, we will provide the new Privacy Policy and the ability to opt out (as required by law) before the new policy becomes effective. Order No. 1029789 -32 Attention Please note that this preliminary report now has an extra copy of the legal description on a separate sheet of paper. There are no markings on the page. The idea is to provide you with a legal description that can be attached to other documents as needed. Thank you for your support of Orange Coast Title Builder Services. We hope that this makes your job a little easier. Order No. 1029789 -32 Exhibit "A" Parcel A: Parcels I and 7, as shown on a map filed in book 107, pages 10 and I I of Parcel Maps, in the office of the County recorder of Orange County, California. Parcel B: Reciprocal, non- exclusive easements for access, ingress and egress over the common areas of Parcels 2, 3, 4, 5 and 6, as shown on a map filed in book 107, pages 10 and 11 of Parcels Maps, in the office of the County recorder of Orange County, California, as said easements are set forth in the article entitled "Easements" of that certain Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Centerpointe, recorded December 13, 1977 in book 12490, page 1134 of Official Records of said Orange County. PROJECT: Jamboree Road Improvements — Bristol Street North to Fairchild Road SETTLEMENT AGREEMENT FOR SIGN REPLACEMENT /RELOCATION AND JOINT ESCROW INSTRUCTIONS This SETTLEMENT AGREEMENT FOR SIGN REPLACEMENT /RELOCATION AND JOINT ESCROW INSTRUCTIONS ( "Agreement ") is entered into this day of , 2012 by and between the City of Newport Beach, a Municipal Corporation (hereinafter called "Buyer "), and CENTERPOINTE OWNERS ASSOCIATION, a California corporation (hereinafter called "Seller ") for the replacement and relocation of two (2) signs owned by Seller as hereinafter set forth.. RECITALS: WHEREAS, Buyer desires to replace and relocate two (2) signs (the "Signs ") owned by Seller in connection with Buyer's construction of the Jamboree Road Improvements — Bristol Street North to Fairchild Road Project ( "Project "). One of the Signs to be relocated (the "MacArthur Corner Sign ") is currently located at the corner of Jamboree Road and MacArthur Boulevard, and the other one of the Signs to be relocated (the "North Entrance Sign ") is currently located at the northerly entrance to the "Centerpointe" complex from Jamboree Road, in approximately the current locations shown on Exhibit 1 attached hereto. The proposed new locations of the MacArthur Corner Sign and the North Entrance Sign are also shown on Exhibit 1 attached hereto; and WHEREAS, Buyer has established an amount believed to be fair and just compensation for such sign replacement and relocation, and has advised Seller of the basis for its determination of fair and just compensation; and WHEREAS, Seller has accepted Buyer's offer as fair and just compensation for the replacement and relocation of the Signs and acknowledges such compensation is no less than fair market value; and WHEREAS, Seller acknowledges and agrees that Buyer only intends to proceed with this Agreement and the Project if Buyer is able to simultaneously acquire those portions of Assessor Parcel Numbers 445- 132 -09, 445 - 132 -11 and 445- 132 -18 necessary to complete the Project. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND LEGAL SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE FOREGOING RECITALS ARE HEREBY INCORPORATED IN THIS AGREEMENT BY REFERENCE AND IT IS MUTUALLY FURTHER AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. AGREEMENT TO REPLACE AND RELOCATE SIGNS. Seller and Buyer agree to replace and relocate the Signs, upon the terms and for the consideration set forth in this Agreement (hereinafter called "Agreement "). 2. PRICE. Buyer will pay to Seller the sum of Thirty Eight Thousand Five Hundred Dollars ($38,500.00) (the "Price ") in connection with the work required to remove and replace /relocate the Signs, pursuant to all of the terms and conditions of this Agreement. -1- 639196.1 ESCROW. Buyer and Seller agree to open an escrow in accordance with this Agreement with Orange Coast Title Company (the "Escrow Agent "). Buyer and Seller acknowledge and agree that Buyer will also be entering into separate escrows pursuant to the separate agreements between (a) Buyer and Bates, Johnson Building, Ltd., a California Limited Partnership, (b) Buyer and First California Bank, a California banking corporation, and (c) Buyer and CIP Centerpointe 1236 LLC, a Delaware limited liability company, for the acquisition of all of the other property necessary to complete the Project, and these separate escrows will also be entered into with Escrow Agent. This Agreement constitutes the joint escrow instructions of Buyer and Seller to Escrow Agent, and Escrow Agent is hereby authorized and instructed to act under this Agreement. The parties acknowledge and agree that the escrow under this Agreement shall close concurrently with the escrows under each of the other agreements mentioned above, so that the Buyer is able to acquire all the property set forth in this Agreement and in the other agreements mentioned above that is necessary to complete the Project. The parties acknowledge and agree that the escrow under thisAgreement shall not close if Buyer is unable to acquire those portions of Assessor Parcel Numbers 445 - 132 -09, 445 - 132 -11 and 445- 132 -18 necessary to complete the Project. If for any reason whatsoever the escrow under this Agreement is unable to close due to the foregoing, then neither Seller nor Buyer shall be in default hereunder. The parties hereto agree to perform all acts reasonably necessary to close this escrow in the shortest possible time; provided, however, that the escrow shall close not later than May 31, 2012, unless the parties mutually agree otherwise in writing, Buyer agrees to deposit the Price upon demand of Escrow Agent on or before the close of escrow hereunder, together with all other funds required from Buyer hereunder. Buyer and Seller agree to deposit with Escrow Agent any additional instruments as maybe reasonably necessary to complete this transaction. All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account or by wire transfer pursuant to Seller's written instructions. 4. ESCROW AGENT IS AUTHORIZED TO, AND SHALL: Upon the close of escrow hereunder: a. Pay and charge Buyer for any escrow fees, charges, and costs payable under Section 5 of this Agreement; b. Disburse the funds comprising the Price to Seller by wire transfer pursuant to Seller's written instructions. In no event will the funds comprising the Price to be disbursed to Seller at the close of escrow be reduced except upon Seller's prior written approval of an estimated closing statement showing each specific item to be paid from Seller's funds with Seller's prior written approval. The term "close of escrow ", if and where written in these instructions, shall mean the date the funds comprising the Price have been disbursed to Seller by wire transfer pursuant to Seller's written instructions. -2- 634196'.1. All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing. TIME IS OF THE ESSENCE IN THESE INSTRUCTIONSAND ESCROW IS TO CLOSEAS SOON AS POSSIBLE; provided, however, that the escrow shall close not laterthan May 31, 2012, unless Buyer and Seller mutually agree otherwise in writing. 5. ESCROW FEES: CHARGES AND COSTS. Unless otherwise specified in this Agreement, Buyer agrees to pay all of Buyer's and Seller's and Escrow Agent's reasonable fees, charges, and costs which arise in this escrow. 6. FULL AND COMPLETE SETTLEMENT Seller hereby: acknowledges that the compensation paid to Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, by reason of the replacement and relocation of the Signs and the Project, specifically including; but not limited to, any and all damage to Seller's property by reason of the installation of the improvement Project in the manner proposed, the value of improvements pertaining to the realty, leasehold improvements, any and all claims of rental or leasehold value and loss of business goodwill, any claim of Seller for relocation benefits or assistance, and any and all other claims that Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the improvement Project. Seller and Buyer, and each and all of their individual collective agents representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries, hereby release the other party, and each of them, from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitations those relating to just compensation, damages, which any of them now have, or might hereafter have by reason of any matter or thing arising out or in any way relating to Buyer's acquisition of the Property interests described herein. 7. CONSTRUCTION CONTRACTAND CURATIVE WORK AND OTHER CONSIDERATION. a. It is understood and agreed by and between the parties hereto in addition to the compensation shown in Section 2 hereinabove, the Buyer, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed Project: i. Construct both retaining and planter walls at the intersection of MacArthur Blvd. and Jamboree Rd -in accordance with — City's - construction drawing number R- 5998 -S. b. It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes all costs to be incurred by the Seller in connection with the replacement and relocation of the Signs, including, but not limited to, all permits and soft costs associated with the replacement of the Signs. The parties agree that the duties of the Buyer and the Seller in connection with the replacement and relocation of the Signs are as follows: i. Buyer shall tear down and demolish the MacArthur Corner Sign from its current location as shown on Exhibit 1 attached hereto, and Buyer shall re- install the foundation of the MacArthur Corner Sign at its proposed new -3- 639196.1 location as shown on Exhibit 1 attached hereto. Seller shall then re -clad and add lettering to the new MacArthur Corner Sign. ii. Buyer shall tear down and demolish the North Entrance Sign from its current location as shown on Exhibit 1 attached hereto. Seller shall then re- install the North Entrance Sign at its proposed new location as shown on Exhibit 1 attached hereto, and Seller shall also re -clad and add lettering to the new North Entrance Sign. iii. After both the MacArthur Corner Sign and the North Entrance Sign have been re- installed, re -clad and lettered as provided above, Seller shall repair and replace the landscaping in connection with such replacement and relocation of the Signs. c. [Intentionally omitted.] d. All work done under this Agreement by Buyer shall conform to all applicable building, fire and sanitary laws, ordinances, and regulations relating to such work, and shall be done in a good and workmanlike manner, fully paid for and lien -free, at Buyer's sole cost and expense. All structures, improvements or other facilities, when removed, and relocated, or reconstructed by the Buyer, shall be left in as good condition as found. e. Buyer agrees to indemnify and hold harmless Seller from any liability arising out of Buyer's operations under this Agreement. Buyer further agrees to assume responsibility for any damages proximately caused by reason of Buyer's operations under this Agreement and Buyer will, at its option, either repair or pay for such damage. 8. WARRANTIES, REPRESENTATIONS, AND COVENANTS OF SELLER. Seller hereby warrants, represents, and/or covenants to Buyer that: a. Neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which the Seller may be bound. 6. -Until -the closing, Seller- shall, upon learning of any fact 6 r C ndition which would— - cause any of the warranties and representations in this Section 8 not to be true as of closing, immediately give written notice of such fact or condition to Buyer. 9. COUNTERPARTS. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. 10. CONTINGENCY. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Buyer herein. The execution of these documents and the delivery of same to Escrow Agent constitute such acceptance and approval. -4- 634196.1 11. NO BROKERS. Buyer and Seller each represents to the other that no brokers have been involved in this transaction. Buyer and Seller agree to indemnify one another against any claim, suits, damages and costs incurred or resulting from the claims of any person for any fee or remuneration due in connection with this transaction pursuant to a written agreement made with said claimant. 12. JURISDICTION AND VENUE. This Agreement shall be governed by and constructed in accordance with the laws of the State of California. The parties consent to the jurisdiction of the California Courts with venue in Orange County. 13. ASSIGNMENT. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. Buyer may freely assign any or all if its interests or rights under this Agreement or under the Escrow without the consent of Seller; provided, however, that such assignment shall not release Buyer from its obligations hereunder. 14. COOPERATION. Each party agrees to cooperate with the other in the closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. 15. ENTIRE AGREEMENT, WAIVER AND MODIFICATION. This Agreement is the entire Agreement between the parties with respect to the subject matter of this Agreement. It supersedes all prior agreements and understandings, whether oral orwritten, between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be setforth in writing and duly executed by or on behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach. [The remainder of this page intentionally left blank.] -s- 639196.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. Mailing address of Seller: 19712 MacArthur Blvd., Suite 300 Irvine, CA 92612 -2446 Mailing Address of Buyer: PO Box 1768 Newport Beach, CA 92658 -8915 APPROVED AS TO FORM: Office oft a Cit ttorneyy AdredC. Harp, City Attorney Mailing Address of Escrow Agent: 639196.1 SELLER: Centerpointe Owners Association BUYER: The City of Newport Beach, a Municipal Corporation EM Nancy Gardner, Mayor ATTEST TO: By: Leilani I. Brown, City Clerk CONSENT OF ESCROW AGENT: By its signature hereto, the undersigned Escrow Agent agrees with each of Buyer and Seller to act in accordance with all of the terms and conditions of the foregoing Agreement that are applicable to the Escrow Agent. ESCROW AGENT: ORANGE COAST TITLE COMPANY Name: EXHIBIT 1 MAP SHOWING CURRENT AND PROPOSED LOCATIONS OF MACARTHUR CORNER SIGN AND NORTH ENTRANCE SIGN 639196.1 a JAMBOREE RD rvicnnin ni In" ulei i c Z� Q 0 50 i00 SCALE: i" = 50' 0 ql 0 •� O ° a � Q ,a�•� F 3