HomeMy WebLinkAboutC-5106(B) - Settlement Agreement for Acquisition of Real Property interests and Joint Escrow Instructions (Jamboree Road Improvements - Bristol Street North to Fairchild RoadAPN: 445-132-18 (CIP Centerpointe 1236 LLC) ORIGINAL
TITLE REPORT NO: Orange Coast Title, Order # 1029789-32
PROJECT: Jamboree Road Improvements — Bristol Street North to Fairchild Road
(v SETTLEMENT AGREEMENT FOR ACQUISITION OF REAL PROPERTY
v)
INTERESTS AND JOINT ESCROW INSTRUCTIONS
This SETTLEMENT AGREEMENT FORACQUISITION OF REAL PROPERTY INTERESTS
AND J INTI ESCROW INSTRUCTIONS ("Agreement") is entered into this 7- day of
r'u L 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
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. AGREEMENTTO 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 forthe 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 forthe 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.
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.
Prior to the close of escrow hereunder, as a condition for the benefit of each of Buyer and
Seller, the Lender(s) (NXT Capital, LLC and or NXT Capital Funding 11, 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 necessaryto 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, togetherwith all other funds 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;
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 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
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 CONTRACT AND CURATIVE WORK AND 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 underthis 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 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 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]
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 Offi e
By:
A r . Harp,
City Attorney
Mailing Address of Escrow Agent:
® eAli e
mUh u' D
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 (t_S
Title: Member
BUYER:
The City of Newport Beach, a Municipal
Corporation
By:
Nancy Gardn", yor
ATTEST TO:
, City Clerk
CONSENT OF ESCROW AGENT:
k10V7Y/
Com/
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: Irene Genders
Title: AVP
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 ").
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 '?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
On
ACKNOWLEDGMENT
before
(insert name and title of the officer) Notary Public, personally appeared
ErIC CA3ar1PS Synv , who proved to me on the
basis of satisfactory evidence to be the person(af whose name.( ish-A- subscribed to
the within instrument and acknowledged to me that heLsbeft6y executed the same in
hisllierfttfeir authorized capacity4eg) and that by hisLher"r signature(ef on the
instrument the person*, or the entity upon behalf of which the person(aj-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
� _�off__ii�cial seal.
Signature: V SANDI CAR
C LSON
OWN 1869253
(S NOTARY PUBLIC -CALIFORNIA
ORANGE COUNT, !!,!w
r(}r......� MY Comm. E. OCT. t.
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 "38'23" 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 °21'37" 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;
CONTAINS AN AREA OF 4,290 SQUARE FEET, MORE OR LESS.
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
p. AU;
No. 5394 Z
/ " fr Exp. 09/30/12 y}
J j �tP
J.O. AUSTINSON, L.S. 5394 9rF DF CALl
LICENSE EXPIRES 09/30/12
VALD 130
PAGE 2 OF 2
P.O.B.
i
qry 410
V�
416.37'
N40'38'23 "E
13.38'
S4921'37 "E
JAMBOREE BLVD
60.00'
S49 2]'37 "E
�I
T.P.O.B. 196.28'
S4038'23 "W
160.42'
42.90'
N84'58'47 "E
41.91'
N40'37'29 "E
PARCEL 2 PARCEL 1
P.M.B. 107/10 -11
CURVE TABLE
N0.
DELTA
I RADIUS
LENGTH
Cl
00'0231 "
1 2557.00'
1.87'
Q
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In cy-
17Q
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cl-
LAND SUR`
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0. AUgT F�
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LEGEND:
N°. 5394
TY
Exp. 09/30/12
Tk
RIGHT OF WAY — —
s9TeoF
CENTER LINE —
PARCEL LINE
CAL\FOC���P
LEGAL DESCRIPTION
BOUNDARY LINE
VALD 130
AREA =4,290 S.F.
VA CONSULTING WC.
EXHIBIT 'B'
REVS °" DATE
CIVIL ENGINEERS
PRQ4 NO: 3]1°1.0.500
0
tLAND SURVEYORS LAND PLANNERS
PLAT
GATE 05/20/11
i" =100'
TO ACCOMPANY LEGAL DESCRIPTION
IN
PROJ MGR: JWW
SREET
1
,d
6400 OAK CANYON, SLITE SO (949) 474 -1400
THE CITY OF IRVINE
SURVC R: JOA
IRVINE, CA 92618
COUNTY OF ORANGE, STATE OF CALIFORNIA
DRAFTER: ORB
1
.1 -.. ,:<.::.:.:..:;:.: �.:.. ... 7 ................. .
Figure Name: VALD 130
BC North: 2186944.48 East: 6071266.25
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
CtrNorth: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: 218713139 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
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 co parly to the City of Newport Beach, a municipal
corporation is hereby accepted on rj L 10 , 2012, by the undersigned officer on
behalf of the City of Newport Beach p rsuant 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
By: /�%�
Aar C. Harp
City Attorney
ATTEST:
`i /.
CITY OF NEWPORT BEACH,
A Mun ei, al Co�por ,110
1. r/
By:
Nancy Gq±e
Mayor
City Clerk
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
Orange County Assessor's
Parcel Number: 445 - 132 -18
FULL( ] PORTION [X ]
(Space above this line for Recorder's use)
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 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.
[Continued on next page.]
IN WITNESS WHEREOF, the Grantor hereto has caused this Temporary Construction
Easement to be executed as of this 19`Qtday of .--t /;-/-L c i4 , 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
ACKNOWLEDGMENT
State of California
County of Orange
On Mr)rch 1q) 62019 before me,snylcu 16FIS -0,1' V
(insert name and title of the officer) Notary Public, personally appeared
IFV -tt_ C' XAnr ` ?s, Stmt/ h , who proved to me on the basis of
satisfactory evidence to be the person whose nameA is /are subscribed to the within
instrument and acknoviledged to me that he/slteM y execud the same in hisAaefMf&irr
authorized capacity4ietj, and that by hislhefA eir signature on the instrument the person(g5or
the entity upon behalf of which the person(..acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal. SANDI CARLSON
Comm.# 11869253 r^
J1 ' HOTARY PUB= -CALIfOR xe N
A^L� ORANGE COUNTY Signature: ( (' Wy� Mr Comm.
Q�j Fay. OC7. 75, 7013
(Seal)
EXHIBIT `A'
TEMPORARY CONSTRUCTION EASEMENT
LEGAL DESCRIPTION
THAT PORTION OF PARCEL i 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 40038'23° 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;
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 1 SOUTH 49 021'37" 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 40 037'29" EAST, 41.91 FEET TO A POINT ON THE NORTHEASTERLY LINE
OF SAID PARCEL 1;
THENCE ALONG SAID NORTHEASTERLY LINE SOUTH 49 021'37" EAST, 15.01 FEET;
THENCE LEAVING SAID NORTHEASTERLY LINE SOUTH 40 °38'23" 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
CURVE CONCAVE SOUTHERLY WITH A RADIUS OF 120.00 FEET, A RADIAL LINE TO SAID
POINT BEARS NORTH 22 015'34" 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 °21'37" 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
THISZ3 °d DAY OF JUNE, 2011.
4 p SAND
J
No. 5394 z
{� Exp. 09/30/12
r
J.O. AUSTINSON, L.S. 5394 Nff Df OA��f pR
LICENSE EXPIRES 09/30/12
VALD 130 -01
PAGE 2 OF 2
O�
416.37'
N40 °38'23 "E
8=00 °02'31
R= 2557.00'
— —L =1.87' I
S50'37'25°E —
RADIAL
T.P °O.B.
18.62'
N49'21'37 "W
JAMBOREE BLVD
60.00'
S49
°21'37 "E
549'21'37 "E
13.38' °
160.42'
u �n •nn'n A "C —
L1
c,
N22.15'34 "E _
RADIAL
10.15'
540'38'23 "W
PARCEL 2 PARCEL 1
P.M.B. 107/10 -11
CURVE TABLE
NO.
NO.
DELTA
RADIUS
LENGTH
Cl
71-37'11"
120.00'
150: 00'
LINE TABLE
NO.
BEARING
LENGTH
L1
S40'38'23 "W
73.81'
L2
S4921'37 "E
59.49'
L3
S40'38'23 "W
37.00'
L4
N40 °3729 "E
41.91'
N
42.90'
N84 58'47 "E
W
p ^ M
U
co M Q
ma
C_
'�
y�P
E� SAND SU
G�25 ap.AUS,,�LF1
LEGEND: No. 5394 Z
Exp. 09/30/12
RIGHT OF WAY — —
CENTER LINE — NgrFOP CAUF���\P
PARCEL LINE
LEGAL DESCRIPTION VALID 130 -01
BOUNDARY LINE AREA =7,408 S.F.
VA CONSULTING INC. EXHIBIT ,B, REN6DN Dare
CIVIL ENGINEERS PROD. N0. 313,0.050a
v'S LAND SLRVEYORS LAND PLANNERS PLAT DATE: 06/20/11 1" =100'
VA,vi TO ACCOMPANY LEGAL DESCRIPTION IN PROD MCR: JWN SKEET
— '"',cam J!b 6400 OAK' CANYON• SLIDE ISO THE CITY OF IRVINE SURVEYOR: J0A 1
IRVINE, CA 92618 ( %9) 474-UN COUNTY OF ORANGE, STATE OF CALIFORNIA q
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 Fast: 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
Are 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: 6071.460.57
Course: N 49 -21 -37 W Distance: 18.62
North: 2186449.27 East: 6071446.44
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 hi: 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: 61.1188326.56
1 OF 1
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 liabil' coMpany to the City of Newport Beach,
a municipal corporation is hereby accepted on j r, L O , 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 Office
By:
Akori C. Harp
City Attorney
ATTEST:
CITY OF NEWPORT BEACH,
A Municipal Co�poratien,
�
�
By: G -� 6L6?K
Lit i YBrown
City Clerk
�aE ORa
O�
� n
G r
�<IFORN�f
Nancy
Mayor
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 Coneours Drive #120
Ontario, CA 91764
l WINVii
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 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 Exbibit 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 assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title
insurance, a binder or commitment should be requested.
Dated as of FEBRUARY 23, 2012 at 7:30 A.M.
Manuel Villalobos
Title Officer
Phone # 909- 987 -5433
Fax k 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 /01108)
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:
CEP 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 filed in book 107, pages 10 and I 1 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
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.
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
SECOND INSTALLMENT GENERAL AND SPECIAL
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
TAXES FOR THE FISCAL YEAR 2011 -2012, INCLUDING
TAXES FOR TIC FISCAL YEAR 2011 -2012, INCLUDING
The property covered herein ties 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 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 Sled 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 Instrument No. 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 LtstnrrnentNo. 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 fled 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,
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. 87448556 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
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 68, page 47 of Assessment Maps, recorded July
26, 1995 as Instrument 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 filed in book 69, page 25 of Assessment Maps, recorded July
26, 1995 as Instrument No. 95- 0318282 of Official Records
Exceptions Continued
Order No. 1029789 -32
5 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.
6 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 thereat
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
last above mentioned deed.
7 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.
8 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 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."
9 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 tie 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."
An instrument declaring a modification thereof was recorded in book 7946, page(s) 90; October 27, 1989 as
Instrument No. 89- 580884; January 5, 1990 as Instrument No. 90- 009885; October 5, 1990 as Instrument 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 5, 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
Far: ingress, egress, sanitary sewer and incidental purposes
In favor of: Irvine Industrial Complex, a California Corporation
Affects: Parcel 1 of said land.
I1 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:
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.
14 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument
Recorded: May 9, 1978 in book 12667, page(s) 947, Official Records
For: 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 California Gas Company
Affects: over the Northwesterly portion of Parcel 1, as shown 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.
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 Plus
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 the 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 terns 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 ( "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 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.
Bxcepdons Continued
Order No. 1029789 -32
21 A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF
AMOUNT:
$13,500,000.00
TRUSTOR:
CIP 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. 201 I- 684327, OFFICIAL RECORDS.
THFi BENEFICIAL INTEREST UNDER SAID DEED OF TRUST WAS ASSIGNED
TO: NXT CAPITAL FUNDING II, 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 TI4E DEED OF TRUST
SHOWN IN PARAGRAPH 210F SCHEDULE B.
RECORDED: DECEMBER 29, 2011 AS INSTRUMENT NO. 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 THE TERMS AND CONDITIONS CONTAINED THEREIN
ENTITLED: ASSIGNMENT OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS
SECURITY AGREEMENT AND FIXTURE. FILING
DATED: DECEMBER 29, 2011
EXECUTED BY
AND BETWEEN: NXT CAPITAL, LLC AND h'XT 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 TIC ABOVE FINANCING STATEMENT.
RECORDED: JANUARY 27, 2012 AS INSTRUMENTNO.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 that 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 REOUE EM1ENTS 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 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 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 eG Seg. 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
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 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 with Orange Coast Title Builder Services by wire transfer, they 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. 1029789 -32
and Manuel Vilhnlobos, title officer
/. IM
Order No. 1029789 -32
Exhibit B (Revised 11 -17 -06)
CALIFORNIA LAND TITLE- ASSOCIATION STANDARD COVERAGE POLICY –1990 EXCLUSIONS FROM COVERAGE
ratters em esprevly ricked fmm the ewdege ofthhs polity end the Campmyrvill nos pry bra or damage, carts, moneys' (as ar uppner which urban by mason oP.
cdinema or navwmmsel mrnlmlw Rnclumnp bus cal Ilmhed to building limning tow; o[di_vercu, or rtguyuam) rcftr.ln,g, agulm(ng,.pmhmisingor Meting (� the owpemy, o
bus wtawluding fmm wvwgs any taking wfiich ties aces rtal pdarto Date ofPvlicy swiciah
lilyorfeilurn afthe .rod at ILmdfPdliry, ar she liability or fnimm of my subsequmt owner, fthe indebtedness, an comply wilb the
thvcof, which ariru wtorlbe remacgen evideaorA by the Intend ..,Was ad le bared upon umry or any mrsti..dlt potaiiw or
fi �My cloirq wtiioh aubm out ol transaction era brg In the insured the anate of interest insurd by Ills policy or theoamedihn creating bo Interest Ofthe insured lender, by reason of the operation of federal
bvnl:mpmy, stele InmlvrM.y or aimilttcrcdi[orr righs laws.
public rands Proconfings by a public agewy which
nevWnd by an inspevion al Ord nor which may be asserted by parsons in personation lhumC
is neaat aurvg would dlsclveq d wlddt tan ram do. by the public meads.
manna drool te) micu dght0. alolma err tiller wattt, abetl�cr or nm the mauve mteeptd udm (¢), (b) ar(e) ¢m
CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10/22/03) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS
)n eddigvnmshvP ceptiom in 6ehsdule ➢, YVU ere msinsurvd egeinsslw; ctrris, vtlomeyt'(w, and expemurmulling firm:
Land, claeomlpogre.1meelshe eurtemeorvielWavofeny tow apply at th Thisicemen aline nrra,tewsadregelegwsuwmsner o.bullding b. coning oLendusedimpmvwens on sfie
Lsd, cl.ed divition,P. ew4omnent.l ptalaniw.Tbis Fxdudw dm nvl opplY m vin:ailom at the enforcement vfttese moat ifnodmaf she vivlWOn m evfarcemeat awrrs in g. Puhge Remda el the Polity
Dme. This Iva don ram Ilmh d:.covaoge demibd iv Cawred Rirk 14 15,1417 mho.
2 The indicatory. edging 6ramoq menYpmtofthem bbe wnPtued in eeeodpme w:th applicable bdbmg cdm The Fsselosma tlon nmepPlY b vio4gwa af6updmg ¢Wee dnadadthe vivladan
Cowned fgak 14n
Covered 844)5:
corm WO 16:
Caine Rhhlg:
appws u 1Mh311eRaods n rbv Pafiry Dale v b. she stiv6 happened be@re the Popry Date end m bmdinp w Yw ifYw
wbmhvter cat thny appal* in the Public Recodhe con t ami(nown m YwwtRul Alloy Doe, but ram m or, uden rimy vppmr In g.Publlo Reads et gx
eewrvgenhe Policy Dme -th4 does not fimitthe avenge dncd6d In Coverd Ndc T, 8.Q 22, 23, 29 or 25.
thee¢r sprcgicelly described and reread to in paragraph 3 ofStheduI A; and b. in credits. alloys, arwvmrways thanouch the Land. Thin Excludes does rat Ilmit the
I MISIY0BY(a)y,YUd
Dw MVdmum Dollar Limit ofUsbigry
S
S—
S—
(6 -1 -87) EXCLUSIONS
as4e of ea:cisigg the tight vppmra in the pNd'. rr�rda •w the Polly Dnr the tatting happentd prior to the Policy Dam and Is binding on you ifyou
v 'ihw a2 Brown m rw; 6utA W�Cov read Tile ➢��s�e —maim thryappeard iv tM pubge amrds'W:trcmh m no mu m you •gut fun alfat your
material gee scrimmage al4m
S.Iade derelite: to enp lad eulide tM uo spmifinlly drxmibd end refarrtdb m➢em)afSchduleADA • in ncact., dlcyr, arwatmveym than much yam land. Mccodini ndamnatfimiistrue c
cvvmge iv➢un 5 ofCm,ad T)slt Risk;
ALTA LOAN POLICY (10- 17 -92) WITH ALTA ENDORSEMENT -FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE
The fRhw;ingmmers we insistently =eluded Prom the coverage orthis policy and the Company will nor pay bus ordwege any a¢om tyr fees or exprmn wldclt Wen by memo of
I. (e) My 4w, orAmwe orgoVwmemvl rcguledan Occluding bus ram Ilmimd m building and rating law; ordlraaee; mrtguhdvm) rtsafcdttg rtguletigq, pmmbili¢g wmlming to O) the...pmry, mss, m
et9oyosort ofthe lied; @) dm ebsrtcty, dicarob e, our location afaay lmpmvoment mw or hostages ewd an the land; (E) n.4cuumion In censorship ar a change in We darendem or arm afUx lead m any parer)
of.1deb the land 4 mwu a arerk or N) mvircomeul mradan mgrs offal ofory Aaletim fib. le". odimcaa memanmemal regutatiws. aavt test. vaat that is tmdm afthe cvfvmiww t eseefer,
xcepl to the caw that • mum Orion amdw Ihreafm a cab. ore ddmk rim in esmimhmnx=a gfmm a vm4000 or allege mission Meaning the land has been nailed in the public accountsn
ley.
'ednem thane s amen argue afge reassumethem,fhra been recorded in the public reads at Date ofPOpoy, bra not add'mg gain aovwalla MY lebidg which bra axmred prior b Date vfPagry which
tiding an the right. of. purchaser for calm vvhhmt imowidge.
lies,.^^,mbrenaes, adverse deimaerr other mmem:(n).bul.nall'ved, aswmd or attired to by the Inmvd alelmom; @)col known to the Company, cal rcaoded in die public records or Dole a liry,
mthe Insured claimant and not disclosed in writing India Company by the Insurd claimant prior in the dam the huured dolmens became on Insured under this policy, (e) resulting In no loss or damage to
delmoat; (d) reaching ., crate sainamentto Dale ofpoliby, (ateepl to the ecru llmt tan policy imuma the pdmrily aft6e lien ofe trained mortgage am any rtembry Ilex for services, labor or
to the sannot I... I, eftoded herein an to assesmans for aspect improvemws under naministioe or comptetd n Date ofPogrygm(e) Resulting it loss or damage which would roc have been msamd
A dmmvat hd pald auto. fmaa inmrd menage
wbiluy ofelira of the insured mortgage bwsmarthe imbllltyor ran.. afthe boomed nDate.rP011cy, mile imbigty, or figure afavy mbeagtres owoadthe indnmdnn; mcomply with
mf;q bnierss 4wr ofthene¢io which the4d In sinmd.
F mwmfarmability oftb 4m of the hmmd molgag4 w claim thrmrf arbich Wscmaitafthc uamed" my midesudby the lewd mnnpege and brad upon usury., any coammv edit proces ram
bong law.
story Iim fartmvlee; labor or meteinls(m theddreofpriodtyafavy seal Ilan fmsewla ;laboror .etWda acv the Ileaisl inclined mortgage) Wising fmm an impr mar m work rUndm
dehls.. noted (broad eommenerd m6mquneno Dam ef1rolicy and is cal finam<d in whole min pm by mereads othe indebsednas seared by the!commit mongagewhmh at Dme ofFdhry the
out ofthe aunmcgvn wvgast the interest
This policy elan we 1. Against mm o
I.T¢Sn errtfa"ame sWhich am em she
Pmmedings by public efa'ny, which m
2.My fern, rights, Woman or chi= cal
3.Ehcwent; line. or encrmbranxs, or c
4.1)ismavxin, wngics in boundary lir
5.(n) Unpummd mining dtims; (b) mcs
shown Icy th. publ is necodt
TM fo➢owbt,R mors am copiously amh
1. (e) Any Inv. ordvurmq permik mlPv
the humcbs, dimcaslors, or tensile. oft
Relmhamn. 1h4 Eactcdoo 1(a) does ca
Covcrcd Ail 6.
palmy, by.... ofibe operation of Radical
except
mansion in Impact naix to tpmchaser for Value or .judgement er line
fivm Ct vnnge the P ccptivm 0. Concrete io a S4MW Coverage
EXCEPTIONS FROM COVERAGE
Will net pry cows, saomryr fen or arpmsas) witch wise by rmsnn of:
xods artery archaic wthority thn levies mss or asrenmeols w=1 pre
thrt4
.idea Stream
t m tnau m ear.. -umcnq m vvGCV ofsudrpmccding; whdxrmnm sM1Own by the cameo ofmdt vgamy arbythe pu611c cameo.
nu rhuwn It. the by therublic mu which couldbe eseentimd by enlnrpxlivn oPos:lvnd mMsieh may he esersAby pemone N posuniw thereof.
Irani; cat shown a thepu6liomade.
uga InnmQaoronchmms, ormryother fade whicha can= mrveyw cold diadem,md which me at shownby the iniblis,
am the audio.
vraceptivm In parents err in Arm wthvridegfic iwanm thmeaf; (v) waterdgbt., dolma or gtloto water, whether araathe mmmn ample uvdv (a), (b) or (c) are
2006 ALTA LOAN POLICY (06 -17-06) EXCLUSIONS FROM COVERAGE
-the eovevge of this policy, and LM Company wgl mm pay 1. our dancing, can; nbmoYV far; m capenmr than arise by ram of
n regu4tmn (n:idtNiog th. minting to building and mvustl remicdns rriphaim pmbhbid:ty or nature; b:0) eta oneapme)'.lie, w ayaymem of unit; (fe)
...I .=ad an the Lend; (M) the subdivides of land; or (PI) cvr600.wal prvrsdon;or We of i ct ornery ¢interest ofgerc Iewy adlvenm, err govemmaml
as goals d. coverage pnw'eld wader Cm sad glut S. (b) Acy gmanmentrd police power. Mile Excitation 1 (b) doer not modify ., limit the ..a.pmaidd ado
Page 1 o1`2 p.am
2.Riglasofeabuldomoin, TI,
3. Collects, lien, enwmbmmes.
Policy, but Known to the 3mums
Change lathe inured Olflumm;
damage that would not hove Loci
4. Unuffirsombdity ordm lien of
6. Any doim by mnam arthe.,coder of federal bankmPlry, state inmlvcmy, moim0
frgduum West., or (b) a preferential trwfer for my mason not slated In Covered Ras
7.Any lien on theTnl, for mi estate uxu or Insomnia imposed by governmental gut
This race dog not modify or limit the.vemge pmvidul under Covered Mar, 110
Ledudom fmm Covot8g, she rixmptiem from Coverege In a Standard Coverage poll.
Exc
Tlils policy does at imare e,I stIna or damage Card the Company will am pay nos,
1. (a) Taxer transfrgmenb that areal Wown..[sting Bans by the records crony to
than may=R to uxrs m aemsan.te, mortices .fmchpmruding%whethcrarnotsi
2.Any fact%lights, imvests, or ebles Chat are not shown by the Public Records but that
3.Eemmente. lien or sncwrbmnos, Of III! am thereof, not Ill own by (lie NIdla Record
4.A of cnaraachmeeh eosambromK violation, variation, or advarsa dmumsunu small.
5. (a) Uninummd minin0 claims., (b) recarvatlons or eximi in palemse or in Am cut
ere shown by the Public Records.
ALTA OWNER'S POL
Order No. 1029789.32
,recd lack 7 at I.
:edto by die lured aaimentl (b) not Known to the Company, eel recorded in too Public Records at Dote of
Claimant prior to the dale ilia Inured CInImmn beams an Luurcd ands this polo,(,) such !DR to no loss cr
its not modify or Ike it th e coverage part vlded under Covered IUsit I1, 13, or 14): or (a) resulting In loss or
gage.
to comply with arid isable dolag•busi..I, law, ofth o alas where dm Us 1. .!fueled.
'the lnnmrace evidenced by the Insured MorlgaBe and is based up an usury or any sense mar nod it protectian or
an, law%thathelram uni. mandng the lien ofdse Inured molly, e, u; @) a fnuduiem mnveyean or
Policy.
led or attaching between Dale of Put 1 ay sad am data ofreoording efthe Insured Momgeg. in am Pablo Ramada.
Acy form maybe issued W strand either Standmd Coverage mEwgded Coverage, In addition to the above
ONS FROM COVERAGE
e'to,,, expaoes) tlutvrise by'ame. or
lority that levies sexes or g=srmeMe on rand properly or by the Public Records; (b) proceedings by a public agenry
dm recadsofsudt egrnry or by the Publa Records,
ucedeinM by en impecdon oflhelvnd oea+u may be essened by persan s In posmisitn oflhv Lnd.
its dot would be disclosed by.. maumm and complete lad survey oftlm Land and not shown by ilia Public Records.
Ike imu.g theemp,, (a) wgersight% claims craft, towaer, whether or net the males accepted under (a), ft er (e)
.0- 17 -92) EXCLUSIONS FROM COVERAGE
will sal pay loss m Chicago, mum, a/tomays'too m eepg=e which eHe. by reason og
ontng laws, odlnanee %of regubaons) madeaog, regal -tins, Prohibiting -1 relating to 0) the occupvnq, use, or
ieRer ucaud an the Ind; (iii) a s.aetibn in owomahi, m ¢change i. dmdimensionv or ace ofthc land orany pars
mace are defect, lien or encumbrance rcsuiam from avioledon or alleged violation affeming the land has base recorded to the public records el Dole ofPohcy, (k) My governments[ police Power not ucbded by
(a) above, scrip[ Carle areal %banned. afthe.ertuethermfor a nWeC ofo doing, Oen cansumbrance resulting from a Halation or alleged violation sffeetingdu land has bun mmrded in the publicrouds at
Data ofp.lity.
2. Fights ofarincot dommin unless alla ofthe.erdse Ihecafhas been recorded in am public...ads at Dom ofPoliey, but not.cluding from courage any taking which he,..it prior to Dr. apathy which
would bs binding an the rights ofo Pumbaaa for value without knowledge.
3. Defects, Ping, gmmbranme,ad.. claims or others us": : (a) argued, suffwd, assumed or egged to by die insured oldmanC (b) net in ax Compaq, not recorded in the pubic retards at Dec. fPOLcy,
but lmown loam loured elaimw and at dimlmed in writing to Bse Co.,., by the insured maimam I d., to the dme%W nsuod claimant became an insured and"as poliq;(e)ruvlting in no loss or damage to the
insured Jaime. (d) w1whing ar argued socamp net. Dale aTialiq; or(s) coni in lot or domsgewhich wmcld al have bun sustained ifthe insured slaloms laid paid value far Ilia coma or Interest ionrd by
4. Any clah%which MI. Out fine hanmWon analog in its insured ace mate or interest Insured by ad, policy, by reaon train operating of Wood bankruptcy, made Insolvency, or similar credhore rights, laws, that
Is based sum (I) the lrmmcdon emoting die agate err interest insured by aJS policy being deemed a fraudulent corntyanm ar fraudulent trandIr. or Cu) the trap ecaon eteeang the estate orin exam heated by this policy
bebgdound o ptegsontial tmmferaasept wlmre the command treaefv results ff..am Rilms: (a) to timely read the instrument oftmnsfer, or (b) of such foundation J impart under = a purchaser
for wine orajudgement or lien greater. The above policy form may be Issued to afford enAerldi ndand Coverageorgxlended Coverege. In ed4i6en m the above Exdiustom fmm Cay.ng%the Exaep6oe Rom
Coverage Ina Standard Coverege Policy will elm include du fallowing Exceptions from (twuri
EXCEPTIONS FROM COVERAGE
This poll..raInom which ma toss ordems m (red the Company records oat play mss, ettvacys' fee fled. assn) which vtac m .. feel 1. sexes eras =ssments wldch me rat shown as eximJg urns by the'coda flay tW ng emMrirythetln... Comes m useamenu an rut pwpaly orby the public records Promedi,& bye public egea.wldch
may result s, tug aruussmem ;mmicaof =di proceedingse whWivmnot shownehtheid)be teach ages. inbydmpublicreconds
2. AM rash, righa, interests or claims whichart net sixrwn by du public words buewhieh cwW be ovmeind by. iaspeaion oflhe hW orwAleM1 maybe emened by person in poeseoion thereof.
]. Fasemems, liw aregumgrenms, ardalms tiieieo( whicham no[ shows bytbepublic rcwds.
4. Dimrependes mn0iete in Lnundery lion, ehe,uge in are%envaaeM1mmts, err my War leers wfiich a mrtec[ survey would Clarions, ed whicli arznot akown bythe public records.
5. @)
arc shoUno b,th. Wring dams; @) rzservetions or.mplls in,sera aria Acts eutMrizingthe iavenu Jsveop Ocosta righ[e,.bime err tilleu coma, wheuv err sal ilia mature excepted aria' (a), @) or(c)
wn byth public rcwrds.
2006 ALTA OWNER'S POLICY (06-1746) EXCLUSIONS FROM COVERAGE
The following seams ere apprevly e=luded from the coveregge oftMs policy, end theC rnpnnywili at pglws art..,,.. , oterne d fees, orexpeness arm Mosby reason of.
L (e)My tow, ordinmcq pelt vrgovemmentol regulation (Including arose telnring [obwiding end aonug) msidWng, mgskting, prohibiting corn mina m
Otheomupt n. usq.to'. mein ofd land; (ip 4m cm.m. EdiOreasions, or Justice affany impmvemmt aimed on the lead;(Ilii) the subdivislon afford; or(i) environmental pmmemion; Cram afrem of
myvioledan— ofi(sese taw%" iunw, orgovemmenam regulvvonsy' jhis Sxdusian I(shut not modify ar limit the Coverage provldad under Covered Risk 5.@) Mygmeamental police powv. This TixrJUSivn )(b)
ad to by am Insured Claimant- (b) not Known to the Cmmany. nut conded In the Public Records at Date of
latmanl Prior to as date the jaread Gaireent became an71nsarrd under this policy; (e) roating in no Jos err
n nee. modify m lien the coverage provided under Covered Risk 9 and 10); or (a) resulting in loss or d.megs
dabs laws, Rut the tnnumim vesting the Tian ere shown In Schedule A is (a) a fraudulent canv.mu or
EXCEPTIONS FROM COVERAGE
This policy des ml bromagdnn loss or damage (red the Utmost, will not pay costs, vameye Ines orexpensea) that ems. by soaom at.
1. (a) run at assessment. thmarc nessAown gedsf.g]!..shy thoraoord, ofany, axing authority fiat Was axes or assessments an real pmpatry, orby rise Publ. Reads, (b) proceedings by o pubg. agency
Ilse may resultin lung ciessessin ms, or retinaarumb proceedings, whalsrornmsMwn by tits mmrds ofmcli agency or by tha Public Reads.
2. My Came, rigbl; lemram.or.l.em that are ml dawn inthe Publiegecords but that =old be resonance by m Inspection otao Lmd or that may be aamued by mrso.in possvd.maf the Lnd.
3. Egammts; gee, ar ucuminorms.o til.ime thereof, not sAawn bythe Public Rommis.
4, My mucameamcm, encumbrance violation, variation, or adusencimumsnnCo affecting the Title thatwould be disclosed by an accent. and Complete land survey of lien Land and that vend ghown by the
Publlo Ru ds.
5. (a) Unmanned mining doms; (b)rzser vetioe or exception in parents or In Ara euuWvngtheism =ee Charter, Owaa right; shims ortiaeto water. wlmde, ornvtthe molten excepted under e. (b), or
(c) me she. by 0. Public Records
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10 /13MI)EXCLUSIONS FROM COVERAGE
The following mall. arcesseemly excluded gem the egeragm eafthispoiiey and the Companywill not pay toe ordamage noes, atwmcys fag or "sees which vGe by'Been or.
I. (9) Any Lev, ondinnam., gmvemmmdel.,letter (including but not limited to building and v.inglsws, ordleoes, at regulations) resbieang, regulating, probbiting mnlating to (0 theacoupemy, ass, or
tuayment ordm Land; 00 the character, dimensions or [nation of any impmvensee noworimreefter anted au the land; (iii) v =,anti -. in camod tp creature In lire dimensions or areas oohs Land m any
pargel ofwhich rba Land is orwas a part; cr(i) egWnmenol preload., mtha.fem ofmry violation afihvelaws, ordinances at governments) rtguldiog, exteplta ilia return that a'woes oflheorRucc am,
thmeoforc mdse of. ddcc%lie. m mcambnnu recoiling from n dolmim. or alleged vloLllon mfcedngthe Lnd has been recorded in Ilm Publlo Rerode alDaeofPallcy. This exclusbn does not limit the
coverage provided und"overed Nsks 12, 13,14, aced 16 of ads policy. (b) My govornmomal police powmam samuded by (a) above to the emeel and a mice pfam.,,also theeof.r ..vase of. dcfca,
lien or gwmbraee m =lung Gomm violation .1 alleged vialm on claiming the Lnd hen been recorded In am PUhlicRecoNS el Dole ofPoliey. This "elusion dam not limit the coverage provided under Covered
Riake 12, 13,14, end 16 ofthis policy.
2, Aighu afeminenl domain unless aloe ofam uereiiietheieafhm been recorddin Joe Public Records etDVmofPi liey, but mu ci chiding from Coverege anymking which has assured prier m Daze ofPoacy
svldchwoul be bindingonces dghu ore pumileserarwlunvitlmut Knowl edge.
PolCfaN, lines, eetumbrance %edvaveclaimsorolder meleinwritin�d,eCompnaumed oragreedlaim nt Gw tothedmmq Insured Chh lithe Company. not recorded In an PUbli Records at Dmeof
Policy, lamhe Loured We Insured Gatmenl mail at created adetooutto Dole Companyin thef a=red.ameHardvrtcoundoe the lmsurd Clalmmtbecame an Ward under I21, poli.;O.25 undlg In; bag err
damvgctomha Insurd Gvimenl;(d) eltaddngoa¢eld... Infrar d Dae ofPae. (thin paragraph pL dam arm ath tlu Coverage provided undo Covered Itiske 8, 16, 16, 19, 20, 21, 22, 23, 24, 25 aM 26);
4. UnrsiorosinIon.dalien which worldsal Ling beenntsldnd if the inmrtd pre arahadpeed valueforth, inured Mortgage
applicable lnmfotavbil business lien of the loured Mongege UM Is ofthe inability or failure of[he Insured It Dam ofPOliq, oohs lability or 011urt army mbsequenl awnerafshe indebtedness, to comply with
nvlidyor unor Iews offl out inraslo the LdIsdla,orc
5.lnvell or my credit preen Ilan arms amused Mg law. or claim lhercoC tvhieh arises ratofdietfen= Wan evitlnnced by the insured MonSagc.nd Is hosed upon usury, excoptesprovided in Covered
Risk 1perrvyt oummercmtprt,cifin.uWSinlending Inv.
6.Rml pr,ptgtua ormsessmenu aPncy govanmenul m @oriry whiefi become a lien an We Lnd subsequent to Date of Palley. Thu axolusian doh not Bmi[ Ira mvvega pmvidod scoria Covmed Algko 7, e(e)
and 26.
7. to My claim a ofinvolidity.
contact ungforoeebilily er lack of n oli y.fills lien ofam do=ted Mortg e, a to ge pre0 ed I.Co erode made aflerdm InrmedhuKnowledge tba[thevestu shown in Schedule A is no
longer to rioday Fah . Corr covered by l ac pollee.l ed t my son don nee Ilmlt the covvega provided 1I Covered Risk t
g.Ld ofpriority oFthe Iles oflha insured Mongaga seta ads end every ,dung made aftv Data ofPoliey, and ell Immgl dsnrged Wercon, over Ilene, encumbrances and othermanera dRaing the rills 0+e
uistonm o .1eral(nawn 'the Inwmd Itt:(e) The are base be advance, odifi TLe time a mWigceavv ts modeu the tang ordm Insured Mongege which chongas the rase afintercri ehaged, ifthn mteaf]ntemst
is Tuts an, moll re ide cool strut ur Jim n would A¢fl hem before the modification. This ueludon dog vac[ limit tba mverag. provided in Cgerd Risk 8.
9.ild.ficodes irm residential portionamrcePahavebeennehumed before, on or ofler0ate ofPoliey in.ceondence with applicable bulldingcoda. This exdvaion dogrel apply m violations of
building codes if slice etas Nvlallog appeem in the Publlo ReCords of Dart ofPoliey. Pass oft pegs
Order No. 1029789 -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
agree that you have a right to know 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 ggoverns 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 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 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.
o 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).
U 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 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 arties 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 hi 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 aiso share the informal on we collect about you within our family of companies (our "Affiliated Companies "). We may
also provide this information to companies that perform marketing or other services on our behalf, or on behalf of our Affiliated
Compan ies ( "Service Providers "). However, we will not share this information with our Affiliated Companies or our Service
Providers if you choose to apt out, in writing. To opt out, please use the form entitled "Request Not to Share Nonpublic Personal
Information' ,which is attached hereto. This form provides instructions on how to request us not Yo share information with dtud
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 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
Attenfimn
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
Exd ibit "A"
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 ogress 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.