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HomeMy WebLinkAboutProperty Acquired - Balboa Parking Lot - 600 E. Balboa Boulevard!Zy, `r'.otifLi`�L ;. • :_u. Corporate Properties Group Southern California 333 South Grand Avenue. Ste, 840 Los Angeles, CA 90071 VIA FEDERAL EXPRESS September 16, 1994 Mr. Mel Fuchs PAVILION REAL ESTATE 700 East Balboa Boulevard Balboa, California 92661 Re: Sale of 600 East Balboa Blvd, Balboa - ATM Lease Dear Mel: Please find enclosed one original of the ATM Lease. Two copies have been retained by us for our records. Please note that Exhibits A and B have been attached. Sincerely, B. Reeve - Bailey Vice- President (213) 253 -3278 BRB:nnh /Fuchs6.Ltr Prmied on RecyclM Paper ATM LEASE THIS ATM LEASE is made as of this 14 day of Is 1994, by and between the CITY OF NEWPORT BEACH, a California municipal corporation ( "Landlord ") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ( "Tenant "). Premises. (a) Landlord hereby leases to Tenant and Tenant: hereby leases from Landlord that space of sufficient size reasonably required for Tenant to construct a kiosk to house up to two (2) automatic teller machines ( "ATMs ") and one (1) night depository box, not to exceed three hundred (300) square feet, located within that certain real property (the "Real Property ") commonly known as 600 East Balboa Boulevard, Balboa, California, as more particularly shown on the site plan (the "Site Plan ") attached hereto as Exhibit A and made a part hereof. (b) Until Landlord elects to demolish the existing building and other improvements located on the Premises. Tenant's now existing automated teller machine (the "ATM ") shall remain in place on the exterior portion of the existing building as indicated in the floor plan (the "Floor Plan ") attached hereto as Exhibit B. If Landlord elects not to demolish the existing building and other improvements located on the Real Property, Landlord covenants to use the existing building for "general public purposes" and shall not enter into any lease or other transaction granting a third party space in the existing building or other improvements located on the Real Property to use forthe operation of ATMs. (c) When Landlord elects to demolish the existing building and other improvements located on the Property, then Landlord shall give Tenant no less than four (4) months notice of such election. Tenant shall be authorized to construct the kiosk to house up to two (2) ATMs on the space indicated in the Site Plan. In such event, that space shall then be deemed the "Premises" under this Lease in lieu of the portion of the existing building shown in the Floor Plan. Landlord shall use its best efforts to assist Tenant in obtaining all building and other permits to construct, install and operate such kiosk and the ATMs. Tenant shall use its best efforts to diligently construct the kiosk following Landlord's notice of election to demolish the existing building and other improvements located on the Real Property. (d) Landlord shall designate at least one (1) stall in the parking lot on the Real Property located nearest to the Premises for short term parking (not to exceed fifteen (15) minutes). -1- 0 • (a) The initial term of this Lease shall commence on the 11 f1 day of 1994, and shall expire five (5) years following that date. (b) In addition, Tenant shall have three (3) consecutive options to extend the initial term of the Lease for an additional five (5) year period each upon the same terms and conditions. Each such option shall be exercised by Tenant upon written notice to Landlord delivered at any time on or prior to the expiration of the initial term or extended term, as the case may be. During each extension term, all provisions of this Lease shall remain in full force and effect. (c) Notwithstanding the foregoing, Tenant may terminate this Lease at any time thereafter upon written notice of termination (the "notice of Termination ") delivered to Landlord. Such Notice of Termination shall set forth the effective date of the termination. 3. Annual Rent. Tenant shall pay the sum of One and 00/100 Dollar ($1.00) in annual rent during the initial term of this Lease and during each extended term thereof. 4. Ui&. The Premises may only be used by Tenant for the construction and maintenance of a free- standing kiosk for the installation and operation of (a) up to two (2) ATMs, (b) a telephone or other support system for the ATMs, (c) trash receptacles, and (d) such other equipment and accessories as are or become normally provided by Tenant in connection with the operation of an ATM facility of this type, including without limitation, a night depository box (collectively the "Tenant Improvements "). Tenant shall make no other use of the Premises without the prior written consent of Landlord. Promptly after the satisfaction of the condition set forth in Section 25 below, Tenant shall diligently design and 'install or construct on the Premises, at Tenant's sole cost and expense, a free - standing kiosk to house up to two (2) ATMs, together with such other permitted uses as Tenant may desire. All such installation and construction shall be in conformity with all applicable building and zoning codes, and shall conform to the safety requirements set forth in AB 244 and any other applicable governmental law. The ATMs and all of Tenant's trade fixtures and personal property shall be and at all times remain the property of Tenant. 6. Erection of Signs. Notwithstanding anything to the contrary contained in this Lease, Tenant may, at Tenant's sole expense, erect within the Premises and on the exterior walls, windows and doors of the Premises, signs identifying and advertising the ATMs and Tenant's company name. Installation of any signs shall conform to all applicable building, zoning and other regulations of any applicable governmental authority. All such signs shall at all times remain the property of Tenant. -2- 0 0 7. Maintenance of ATMs. Once installed, Tenant shall use its best efforts to operate the ATMs on a twenty -four (24) hour basis. Tenant shall have the right, however, to suspend operation for periodic maintenance inspections, balancing adjustments, servicing operations or other maintenance purposes. Landlord acknowledges that despite Tenant's best efforts, the ATMs may be rendered inoperative for various periods of time due to breakdowns, operations failures or other reasons. Tenant shall have the right to service the ATMs at all times, including times which are outside normal business hours or on days other than normal business days. Landlord shall provide Tenant with all necessary vehicular and pedestrian access and all authorizations, keys and other assistance necessary to permit Tenant to service the ATMs at any time without prior notice to Landlord. Tenant may engage an independent contractor to perform Tenant's maintenance obligations hereunder. 8. Removal of ATMs. Upon the expiration or other termination of this Lease, Tenant shall remove the free - standing kiosk, the ATMs, Tenant's signs and Tenant's other trade fixtures and personal property from the Premises, and restore the Premises to a clean and orderly condition, at Tenant's sole cost and expense. Such removal shall occur not more than sixty (60) days after the expiration or other termination of this Lease. 9. Maintenance of Premises. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair. Tenant shall, at all times during the term of this Lease and any renewal or extension hereof, maintain the Premises in a clean and orderly condition at Tenant's sole cost and expense, and shall, upon termination of this Lease, surrender the Premises to Landlord in a clean, safe and orderly condition. Landlord shall maintain the existing building and other improvements located on the Real Property (other than the Premises), including without limitation the parking lot and landscaping. 10. Alterations. Additions and Improvements. Except for the Tenant Improvements and the signs described in Section 6 above, Tenant shall not make any alterations, additions or improvements to the Premises without obtaining the prior written consent of Landlord, such consent not to be unreasonably withheld. Should Landlord consent to the making of any such alterations, additions or improvements by Tenant, such alterations, additions or improvements shall be made at the sole cost and expense of Tenant by a contractor or other person selected by Tenant and approved in writing by Landlord before the work commences. Except as provided otherwise in this Lease, any and all alterations, additions or improvements shall on termination of this Lease become the property of Landlord and shall remain on the Premises. 11. Services and Utilities. Landlord shall allow Tenant, at Tenant's sole expense, to extend to the Premises all electricity, telecommunication lines and other utilities required for the use and occupation of the Premises and the operation of the ATMs. Ma 0 12. Security. L (a) Tenant is solely responsible for all security with respect to AB 244 regulations as they pertain to safety for operation of ATM 'facilities. 13. Taxes. Tenant understands that this Lease may create a possessory interest and shall pay any real estate tax, levy or assessment on the Premises. 14. Damage or Destruction. Should the Premises or the kiosk be damaged or destroyed by any cause not due to the negligent or willful act of Landlord, Tenant shall, at its own cost and expense, promptly repair the same. Should said damage or destruction substantially impair, in the reasonable judgment of Tenant, the satisfactory operation of the ATMs, Tenant may terminate this Lease by providing Landlord written notice of such termination not more than thirty (30) days following the occurrence of such damage or destruction. 15. Assignment and Subletting. Tenant may not assign this Lease or sublease all or part of the Premises (including to any affiliated entity of Tenant or successor of Tenant by merger or otherwise) unless first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld. 16. Insurance. (a) General Liability Coverage -- Tenant agrees to procure and maintain at all times during the term of this Lease, and any extensions thereof, a policy of Commercial General Liability Insurance, which includes Broad Form Property damage. Such policy shall provide limits of at least $1,000,000 combined single limit per occurrence. Tenant shall be named insured and Landlord be named additional insured in said insurance policy. Insurance provided should be Best's Guide rated at A:VII and be admitted insurer in the State of California. Tenant shall notify Landlord in writing at least (30) days prior to any changes or cancellation of said policy, and shall deliver evidence of said insurance for Landlord approval prior to commencement of the term of this Lease. i. Reporting_ Provisions -- Any failure by the Tenant to comply with the reporting provisions of this insurance policy shall not affect coverage provided to the Landlord. ii, Hold Harmless -- The Tenant shall indemnify and hold harmless the Landlord and its officers, officials, employees and agents from and against all claims, damages, losses, and expenses including attorney fees arising out of the performance of the Lease Agreement, caused in whole or in part by any negligent act or omission of the Tenant, anyone directly or indirectly employed by the Tenant for whose acts any of them may be liable. C; • iii. Primary Insurance -- This insurance provided by the Tenant shall provide primary insurance to the Landlord to the exclusion of any other insurance or self- insurance program the Landlord may carry with respects to claims and injuries arising out of activities of the Tenant or otherwise insured hereunder. iv. Severability of Interest -- The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respects to the company's limit of liability. V. Waiver of Subro tion -- The Tenant's insurer will waive the right of subrogation against the Landlord. (a) Auto Liability Coverage -- This insurance is required for the use of Tenant's business autos on the premises at limits of $1,000,000 combined single limit per occurrence for property damage and personal injury. (b) .Worker's Compensation Coverage -- The Tenant will provide proof of workers compensation insurance with statutory limits per California State Law and with Employers' Liability of $1,000,000. 17. Default. The occurrence of any one ore more of the following event shall constitute an event of default under this Lease. (a) The failure by Tenant or Landlord to observe or perform any of the covenants, conditions or other provisions of this Lease required to be observed or performed by Tenant or Landlord, as the case may be, where such failure shall continue for a period of thirty (30) days after written notice thereof by the other party hereto. (b) The making by Tenant or Landlord of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant or Landlord of a petition to have Tenant or Landlord adjudged a bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy, unless, in the case of a petition filed against Tenant or Landlord, the same is dismissed within sixty (60) days; or the appointment of a trustee or a receiver to take possession of, or the attachment, execution or other seizure of substantially all of Tenant's or Landlord's assets located at Premises, as the case may be, or of Tenant's or Landlord's interest in this Lease, where such possessions, attachment, execution or other seizure is not restored to Tenant or Landlord, as the case may be, within thirty (30) days. 18. Remedies on Default. In the event of any default by Tenant or Landlord then, in addition to any other remedies available to the other party hereto at law or in equity, such other party may: (a) Continue this Lease in effect and thereby be entitled to enforce all rights and remedies under this Lease; or -5- • • (b) Terminate this Lease by providing written notice to the defaulting party of such intention and recover from such defaulting party any amount necessary to compensate such other party for all detriment negligently or willfully caused by such defaulting party's failure to perform its obligations under this Lease. 19. Notices. Any notice required or permitted by this Lease to be provided to either party hereto by the other party hereto shall be in writing and shall be deemed duly provided when personally delivered to the party to which it is directed or, in lieu of such personal delivery, three (3) days after deposit in the United States mail, sent certified mail with first -class postage prepaid, and addressed as follows: ... . -a City of Newport Beach 3330 Newport Boulevard Newport Beach, CA 92658 Attn: City Manager Wells Fargo Bank Corporate Properties Group 111 Sutter Street, 22nd Fl. San Francisco, CA 94163 Attn: Lease Administration with copy to: Wells Fargo Bank Corporate Properties Group 333 So. Grand Avenue #840 Los Angeles, CA 900771 Attn: Manager Either party hereto may by written notice to the other party hereto specify a different address for notice purposes or add one additional address for notice purposes. 20. Attorneys'_F_ees. In the event of any litigation between Landlord and Tenant in connection with this Lease, the prevailing party shall be entitled to recover from the other party hereto, in addition to such other relief as may be granted, such reasonable attorneys' fees incurred by the prevailing party in instituting or defending such litigation, together with such reasonable costs and expenses of litigation as may be allowed by the court. 21. Time of Essence. Time is expressly declared to be the essence of this Lease. 22. Waivers. No waiver of either party hereto of any provision of this Lease shall be deemed a waiver of any other provision hereof or of any subsequent breach by such party of the same or any other provision. 3 23. Entire Agreement. This Lease constitutes the entire agreement between the parties hereto with respect to the leasing of the Land, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. In the event of a conflict between the terms and provisions of this Lease and the terms and provisions of any other agreement, instrument or document, the terms and provisions of this Lease shall prevail. No provision of this Lease may be amended except by an agreement in writing executed by the parties hereto. 24. Indemnity. Landlord hereby indemnifies and holds Tenant harmless from and against all claims, actions, costs (including, but not limited to, court costs and attorneys' fees), judgments, liabilities or damages arising out of or resulting from personal injury or property damage of any kind which occurs as a result of Landlord's ownership or operation of the parking lot. Tenant hereby indemnifies and holds Landlord harmless from and against all claims, actions, costs (including, but not limited to, court costs and attorneys' fees), judgments, liabilities or damage arising out of or resulting from personal injury or property damage of any kind which occurs as a result of the operation, maintenance or presence of the ATM, kiosk or other Tenant improvements. 25. Condition to Lease. This Lease and the parties' obligations hereunder are conditioned upon (i) Tenant obtaining and necessary approval of the Comptroller of Currency to the installation and operation of the ATMs on the Premises no later than ninety (90) days after the date of this Lease; and (ii) approval of Tenant's senior management. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first set forth above. TENANT WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association By: Its: - By: Its: /K�t {�r�5 r f LANDLORD CITY OF NEWPORT BEACH, a California Municipal corporation a IG�G/'�7tl�f By: iii 414 o 0 0 �e --o z el 7C b s ' I I� i .f I I I i N � I Yh ` ,��P���1�e t 6T �.� it 'r WE U a d I 0 D r m G7 v in I t17 N W H i-3 Y [ G f JI E N M • .. `tom 1l:4:h„�' i<.`�._� ','•"4�v 4'O �"" ri..�i .. _: a5 0 �. _ F M= a Q� r Y' ' F r' z z`c ,Oi I V �a y A ` f aTQ t1] x H m H H Uri CERTIFICATE OF ACCEPTANCE Corporation Grant Deed This is to certify that the interest in real property conveyed by the Corporation Grant Deed dated September 7, 1994, from wells Fargo Bank, National Association, a national banking association to the City of Newport Beach, a municipal corporation, is hereby accepted by the City of Newport Beach, City Manager, on behalf of the City of Newport Beach, pursuant to authority conferred by Resolution No. 6773 of the City Council, of the City of Newport Beach, adopted May 13, 1968, and the Grantee consents to recordation thereof by its duly authorized officer or agent. IN WITNESS WHEREOF, I have executed below this �� ~ � day of September, 1994. CITY OF NEWPORT BEACH A Municipal Corporation By: '' K n Murphy, ity Manager ub \agr \certaccp.agt 1.15984-002 -J iRDED HAIL TO: Beach - ulevard CA 92658 STATEMENTS 't Reach ;oulevard CA 92658 i J SPACR TO: THE UNDERSIGNED GRANT POCiINBNTARY TRANSFER [X] computed on full. conveyed, or [ j computed on full J liens or encumbrances of sale. IS LIFE OR(S) TAR is value R RHcgyDn,s usa DECLARE(s) $ 880.00 of property value less value of remaining at time C O R P O R A T I O N G R A N T I) V E D NSIDEIIA'1 ION, receipt of which Is hereby Acknowledged, BANK, NAV ONAL AS,50GIATION, a National Banking Association I o: ORT ISfiACI[, a California Municipal Corporation in Lhe ciLy of Balboa county of Orange, State of California, gh 6 inclusive in Block 7 of Balboa Tract, in the City of Newport y of Orange, State of California, as per map recorded in Book 4, Page lancous Maps, in the Office of the County Recorder of Orange County, laxly described as Parcel 1, as shown on a map thereof recorded page 24 of Parcel Maps in the Office of the County Recorder of y, California. 600 East Aal.hoa Boulevard, Balboa, CA 92661 TILE "PERMITTED EXCEPTIONS" AS DEFINED IN THAT CERTAIN OF SALE AND PURCHASE OP REAL PROPERTY DATED JUNE 6, :1994, NEF.N GRANTOR AND GRANTER, AND ALL OTHER MATTERS OF PUBLIC iev) ! WELLS FARGO BARK, NATIONAL t ASSOCIATION, a National Banking IIA Association eles Luna, Notary Public ve --BL1' eery and n Ingram to me (or proved to me or. the By: tAANAci!y(' Yin. wt... ;..;.i FROM 1. r neming on E, rov, hic. City of Newport Beach 4425jarrtboree Road • Suite 180 • Newport Beach, CA 92660 3300 Newport Blvd._ (714) 955 -0255 FAX (714) 476 -.8989 Newport Beach, CA 92663 I L Attn: Ken Delino SUBaECr: Escrow Nh. 8151 —J Nov. 3, 1994 We enclose herewith items indicated by (X) as follows: Basic Escrow Instruction copy Commission Authorization copy Copy of Preliminary Title report ( ) for your file ( ) foAuyer review Copy of Amendment dated re: Check for representing: Statement copies: Buyer Seller Order for Assignment of funds in duplicate (Please sign and retum.copy). xx Tide Insurance Policy No. of Hazard Insurance Policy No. of — Disclosure Statement Certified — Estimated Orig. Copy Orig, Copy CLTA STANDARD COVERAGE POLICY - 1990 POLICY OF TITLE. INSURANCE ISSUED BY S T EWART TITLE GUARANTY COMPANY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, STEWART TITLE GUARANTY COMPANY, a Texas corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule being vested other than as stated therein; 2. Any defect in or lien or encumbrance on they title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land; and in addition, as to an insured lender only: 5. The invalidity or unenforceability of the lien of the insured mortgage upon the title; 6. The priority of any lien or encumbrance over the lien of the insured mortgage, said mortgage being shown in Schedule Bin the order of its priority; 7.. The invalidity or unenforceability of any assignment of the insured mortgage, provided the assignment is shown in Schedule B, or the failure of the assignment shown in Schedule B to vest title to the insured mortgage in the named insured assignee free and clear of all liens. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title or the lien of the insured mortgage, as insured, but only to the extent provided in the Conditions and Stipulations. Signed under seal for the Company, but this Policy is to be valid only when it bears an authorized countersignature. 151 (Rev. 1.- 1991) rENVART TITLE GUARANTY COMPANY uu ,,,ILE gpq -, *. % ;v�:, 19US ion �i.,w. p� p� r.x c "s� . °;CNJP- 1597 - 11165 3 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulat. ing, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental .regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant become an insured under this policy; (c) resulting in no loss or damage to the insured claimant; ( ) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had value paid for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 3. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in fending law. b. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. CONDITIONS AND STIPULATIONS 1. DEFINITION. OF TERMS. The following terms when used in this policy mean: (a) "insured ": the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distim guished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary succes- sors. The term "insured" also includes I) the owner of the indebtedness secured by the insured mortgage and each .successor in ownership of the indebtedness except a successor who is an obligor under the provisions of Section 12(c) of these Conditions and Stipula. tions (reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor insured, unless the successor acquired the indebtedness as a purchaser for value without knowledge of the asserted defect, lien, encumbrance, adverse claim or other matter insured against by this policy as affecting title to the estate or interest in the land); (ii) any governmental agency or governmental instrumentality which is an insurer or guarantor under an insurance contract or guaranty insuring or guaranteeing the indebtedness secured by the insured mortgage, or any part thereof, whether named as an insured herein or not; (iii) the parties designated in Section 2(a) of these Conditions and Stipulations. (b) "insured claimant': an insured claiming loss or damage, (c) "insured lender ": the owner of an insured mortgage. () "insured mortgage": a mortgage shown in Schedule B, the owner of which is named as an insured in Schedule A. (e) "knowledge" or "known ": actual knowledge, not constructive knowl- edge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (f) "land ": the land described or referred to in Schedule A, and imerove- ments affixed thereto which by law constitute real property. The term ' land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, . alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (g) "mortgage ": mortgage, deed of trust, trust deed, or other security instrument. (h "public records records established under state statutes at Date of Polity or the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. (i) "unmarketability of the title ": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A or the insured mortgage to be released from the obligation to Purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE. (a) After Acquisition of Title by Insured Lender. If this policy insures the owner of the indebtedness secured b the insured mge, the coverage of this policy shall continue in force as of Date ofPolicy or of (i) such insured lender who tate acquires all or any part of the es erest in the land by foreclosure, trustee's sale, conveyance in lieu of foreclosure, or other legal manner which discharges the lien of the insured mortgage; (ii) a transferee of the estate or interest so acquired from on insured corporation, provided the transferee is the parent or wholly-owned subsidiary of the insured corporation, and their corporate successors by operation of law and not by purchase, subject to any rights or defenses the Company may have against any predecessor insureds; and (iii) any governmental agency or governmental instrumentality which acquires all or any part of the estate or interest pursuant to a contract of insurance or guaranty insuring or guaranteeing the indebtedness secured by the insured mortgage. (b) After Conveyance of Title by on Insured. The coverage of this policy shall continue in force as of Date of Policy in favor of on insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from an insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by o purchase money mortgage given to an insured. (c) Amount of Insurance. The amount of insurance after the acquisition or after the conveyance by an insured lender shall in neither event exceed the least of: (i) The amount of insurance stated in Schedule A; (ii) The amount of the principal of the indebtedness secured by the insured mortgage as of Date of Policy, interest thereon, expenses of foreclosure, amounts advanced pursuant to the insured mortgage to assure compliance with laws or to protect the lien of the insured mortgage prior to the time of acquisi- tion of the estate or interest in the land and secured thereby and reasonable amounts expended to prevent deterioration of improvements, but reduced by the amount of all payments made; or (iii) The amount paid by any governmental agency or governmental instrumentality, if the agency or the instrumentality is the insured claimant, in the acquisition of the estate or interest in satisfaction of its insurance contract or guaranty. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. An insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest or The lien of the insured mortgage, as insured, and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest or the lien of the insured mortgage, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to that insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case . prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4, DEFENSE AND PROSECUTION OF ACTIONS;. DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upon written request by an insured and subject to the options contained in Section 6AWke5e Conditions and' Stipulations, the Company, at its own cost and without'Wonable delay, shall provide for the defense of such insured in litigation in w tch any third party asserts a claim adverse to the title or interest as insured, but only as To those stated causes of action alleging a CALIFORNIA LAND TITLE ASSOCIATION STAt]DARD COVERAGE POLI4FORM i SCHEDULE A GF OR ORDER NO.: 115984 -02 CHARGE: $1,768.00, 231, EFFECTIVE DATE: SEPTEMBER 19, 1994 AT 8:00 A.M. POLICY NO. CNJP- 1597- 111653 AMOUNT: $800,000.00 1. NAME OF INSURED: CITY OF NEWPORT BEACH, A CALIFORNIA MUNICIPAL CORPORATION 2. THE ESTATE OR INTEREST IN THE LAND DESCRIBED HEREIN AND WHICH IS COVERED BY THIS POLICY IS: A FEE 3. THE ESTATE OR INTEREST REFERRED TO HEREIN IS AT DATE OF POLICY VESTED IN: CITY OF NEWPORT BEACH, A CALIFORNIA MUNICIPAL CORPORATION w CLTA STANDARD COVERAGE • • SCHEDULE A PART II 115984 -02 ; 4. THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: i LOTS 1 TO 6 INCLUSIVE IN BLOCK 7 OF BALBOA TRACT, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 4, PAGE 11 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. MORE PARTICULARLY DESCRIBED AS PARCEL 1, AS SHOWN ON A MAP FILED IN BOOK 117, PAGE 24 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 115984 -02 CLTA STANDARD COVERAGE • • SCHEDULE B THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMPANY WILL NOT PAY COSTS, ATTORNEY'S FEES OR EXPENSES) WHICH ARISE BY REASON OF: PART 1 1. TAXES OR ASSESSMENTS WHICH ARE NOT SHOWN EXISTING LIENS BY THE RECORDS OF ANY TAXING AUTHORITY THAT LEVIES TAXES OR ASSESSMENTS ON REAL PROPERTY OR BY THE PUBLIC RECORDS. PROCEEDINGS BY A PUBLIC AGENCY WHICH MAY RESULT IN TAXES OR ASSESSMENTS, OR NOTICES OF SUCH PROCEEDINGS, WHETHER OR NOT SHOWN BY THE RECORDS OF SUCH AGENCY OR BY THE PUBLIC RECORDS. 2. ANY FACTS, RIGHTS, INTERESTS OR CLAIMS WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS BUT WHICH COULD BE ASCERTAINED BY AN INSPECTION OF THE LAND OR WHICH MAY BE ASSERTED BY PERSONS IN POSSESSION THEREOF. 3. EASEMENTS, LIENS OR ENCUMBRANCES, OR CLAIMS THEREOF, WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. 4. DISCREPANCIES, CONFLICTS IN BOUNDARY LINES, SHORTAGE IN AREA, ENCROACHMENTS, OR ANY OTHER FACTS WHICH A CORRECT SURVEY WOULD DISCLOSE, AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. 5. (A) UNPATENTED MINING CLAIMS: (B) RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF; (C) WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT THE MATTERS EXCEPTED UNDER (A) (B) OR (C) ARE SHOWN BY THE PUBLIC RECORDS. 115984 -02 CLTA STANDARD COVERAGE • • SCHEDULE B PART II A. GENERAL AND SPECIAL CITY AND /OR COUNTY TAXES FOR THE FISCAL YEAR 1994-1995 A LIEN NOT YET DUE AND PAYABLE. B. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. C. THE LIEN OF ANY SPECIAL TAX RESULTING FROM THE INCLUSION OF THE PROPERTY IN A SPECIAL ASSESSMENT DISTRICT OR MELLO -ROOS COMMUNITY FACILITIES DISTRICT IN ACCORDANCE WITH THE CODES, WHICH MAY EXIST BY VIRTUE OF ASSESSMENT MAPS OR NOTICES FILED AND /OR RECORDED BY ANY SUCH DISTRICT. ASSESSMENTS, IF ANY, ' ARISING FROM SUCH ASSESSMENT DISTRICTS WILL BE COLLECTED ALONG WITH THE REGULAR ORANGE COUNTY REAL ESTATE TAXES. 1. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY I NEWPORT BAY INVESTMENT COMPANY RECORDED MAY 24, 1912 IN BOOK 153, PAGE 186, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 1 2. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY I NEWPORT BAY INVESTMENT COMPANY RECORDED OCTOBER 13, 1911 IN BOOK 153, PAGE 161, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 2 3. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY I NEWPORT BAY INVESTMENT COMPANY RECORDED OCTOBER 31, 1911 IN BOOK 153, PAGE 164, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 3 4. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY NEWPORT BAY INVESTMENT COMPANY, A CORPORATION RECORDED IN BOOK 153, PAGE 125, OF DEEDS 115984 -02 CLTA STANDARD COVERAGE • • RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 6 5. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY NEWPORT BAY INVESTMENT COMPANY, A CORPORATION RECORDED IN BOOK 153, PAGE 155, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 4 6. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY NEWPORT BAY INVESTMENT COMPANY, A CORPORATION RECORDED IN BOOK 153, PAGE 222, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 5 7. PROVISIONS OF THE DEDICATION STATEMENT ON THE MAP OF THE TRACT SHOWN BELOW, WHICH RELINQUISH CERTAIN RIGHTS OF INGRESS AND EGRESS TO THE PUBLIC STREET HEREIN NAMED, UPON THE TERMS THEREIN, EXCEPT FOR THE GENERAL PUBLIC RIGHT TO TRAVEL FOR THE SAME TRACT I PARCEL MAP IN BOOK 117, PAGE 24 OF PARCEL MAPS STREET AFFECTED BALBOA BOULEVARD SAID LAND, HOWEVER, ABUTS ON A PUBLIC THROUGHFARE OTHER THAN THE STREETS REFERRED TO ABOVE, OVER WHICH RIGHTS OF VEHICULAR INGRESS AND EGRESS HAVE NOT BEEN RELINQUISHED. 8. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, SHOWN OR DEDICATED BY THE MAP OF TRACT PARCEL MAP IN BOOK 117, PAGE 24 OF PARCEL MAPS IN FAVOR OF THE PUBLIC FOR ALLEY AFFECTS THE SOUTHEAST 5 FEET OF SAID LAND 9. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, SHOWN OR DEDICATED BY THE MAP OF TRACT PARCEL MAP IN BOOK 117, PAGE 24 OF PARCEL MAPS IN FAVOR OF THE PUBLIC FOR STREET, SIDEWALK AND PEDESTRIAN PURPOSES AFFECTS THE SOUTHWEST 2 FEET OF SAID LAND AND OVER I THOSE PORTIONS WITHIN BALBOA BOULEVARD AND CLTA STANDARD COVERAGE* • PALM STREET AS SHOWN ON SAID MAP u 115984 -02 l x a CYPRESS STREFT o ra rfl .o � a roOn .� a t ti 14 ti w wY M 0 STREET e, I I 4 w O l Q n. T i no sn• � «' rnY }. 2 z srvrer 1 STREET PALM /Y4rRe n o e w � _ I I � 1 .• I t I it I _ - - - . - - - - - - a 1 1 1 y tb w otter R m a - - - ---- --,a 6'Ot yx i c I rt(� m a' 1 1 ♦' 2 1 -a oo O� H ly 1 I 1 r� Y b I I 1 1 b —.. ..- . -_..•. I r•WASH/NCTpV W. f.'OR RlaRPM'!'O 0 a o O A a ��I n �I y q r �� A M ; ADAMS b Vl�ddlV 1.... 1 I � I n I r yl` u N m +� O t'-- n 1 STREFT o ra rfl .o � a roOn .� a t ti 14 ti w wY M 0 STREET e, I I 4 w O l Q n. T i no sn• � «' rnY }. 2 z srvrer 1 STREET PALM /Y4rRe n o e w � _ I I � 1 .• I t I it I _ - - - . - - - - - - a 1 1 1 y tb w otter R m a - - - ---- --,a 6'Ot yx i c I rt(� m a' 1 1 ♦' 2 1 -a oo O� H ly 1 I 1 r� Y b I I 1 1 b —.. ..- . -_..•. I r•WASH/NCTpV W. f.'OR RlaRPM'!'O 0 a o O A a ��I n �I y q r �� A M .CONDITIONS AND STIPULATIONS Continued • (continued from reverse side of Policy Face) defect, lien or encumbrance or other matter insured against by this policy. The Compony.sholl hove the right to select counsel of its choice (subject to the right of such insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The company will not pay any fees, costs or expenses incurred by on insured in the defense of those causes of action which .allege matters not insured against by this policy. (b) The Company sholl hove the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to estoblish the title to the estate or interest or the lien of the insured mortgage, as insured, or to prevent or reduce loss or damage to on insured. The Company may take any appropriote action under the terms of this policy, whether or not it sholl be liable hereunder, and sholl not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, It sholl do so diligently. (c) Whenever the Company sholl hove brought on action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by court of competent juris- diction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In oil cases where this policy permits or requires the. Company to Prose cute or provide for the defense of any action or proceeding, an insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of such insured for this purpose. Whenever requested by the Company, on insured, at the Company's expense, sholl give the Company oll reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting seh Clement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest or the lien of the insured mortgage, as insured. If the Company is prejudiced by the failure of on insured to furnish the required cooperation, the Company's obligations to such insured . under the policy shall terminate, including any liobf. ity or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE. In addition to and after the notices required under Section 3 o these Con- ditions and .Stipulations hove been provided the Compony, a proof of lass or damage signed and sworn to by each insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the lass or damage. The proof of loss or damage sholl describe the defectin, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Campo ny is prejudiced by the failure of on insured claimant to provide the required proof of loss or damage, the Company's obligations to such insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, on insured claimant may reasonably be required to submit on examination under ooth by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any .authorized representative of the Company, oll records, books, ledgers, checks, correspondence and memoranda, whether bearing o dote before or after Date of Policy, which reasonably per - toin to the loss or damage. Further, if requested by any authorized representa- tive of the Company, the insured claimant sholl grant its permission, . in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the cus. tody or control of a third party, which reasonably pertain to the loss or damage. All 'information designated as confidential by on insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessory in the administration of the claim. Failure of on insured claimant to submit for examination under ooth, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties os required in this paragraph, unless prohibited by low or governmental regulation, shall termi- nate any liability of the Company under this policy as to that insured for that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall hove the following additional options: (o) To Pay. or Tender Payment of the Amount of Insurance or to Pur. chase the Indebtedness. (i) to pay or tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay; or (ii) in case loss or damage is claimed under this policy by the owner of the indebtedness secured by the insured mortgage, to purchase the indebted- ness secured by the insured mortgage for the amount owing thereon together with any costs; attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of purchase and which the Company is obligated to pay. If the Company offers to purchase the indebtedness as herein provided, the owner of the indebtedness sholl transfer, assign, and convey the <indebted - ness and the insured mortgage, together with any collateral security, to the Company upon payment therefor. Upon the exercise by the Company of the option provided for in pora- graph o(i), all liability and .obligations to the insured under this policy, .other than to make the payment required in that paragraph, sholl terminate, includ- ing any liability or obligation to defend, prosecute, or continue any litigation, and the policy sholl be surrendered to the Company for cancellation. Upon the exercise by the Company of the option provided for in paragraph a(ii) the Company's obligation to on insured Lender under this policy for the claimed loss or damage, other than the payment required to be mode, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. (bj To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of on insured claimant any claim insured against under this policy, together with any casts, attorneys' fees and expenses incurred by the insured cloimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to Pay. Upon the exercise by ;he Company of either of the options provided for in paragraphs b(i) or b(ii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. 7. DETERMINATION AND EXTENT OF LIABILITY. This policy is a. contract of indemnity against actual monetary lass or dom. age sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy to on insured lender shall not exceed the least of: (i) the Amount of Insurance stated in Schedule A, or, if applicable, the amount of insurance as defined in Section 2 (c) of these Conditions and Stipulations; (ii) the amount of the unpaid principal indebtedness secured by the insured mortgage as limited or provided under Section 8 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulo. tuns, at the time the loss or damage insured against by this policy occurs, together with interest thereon; or (iii). the difference between the value of the insured estate or interest as insured and the volue of the insured estate or interest subject to the defect, Gen or encumbrance insured against by this policy. (b) In the event the insured lender has acquired the estate or interest in the manner described in Section 2(0) of these Conditions and Stipulations or has conveyed the title, then the liability of the Company shall continue as set forth in Section 7(0) of these Conditions and Stipulations. (c) The liability of the Company under this policy to an insured owner of the estate or interest in the land described in Schedule A shall not exceed the least of: (i) the Amount of Insurance stated in Schedule A; or, (ii) the difference between the value of the insured estate or interest as insured and the volue of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (d) The Company will pay only those costs, attorneys' fees and expenses" incurred in accordance with Section 4 of these Conditions and Stipulations. 8. LIMITATION OF LIABILITY. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lock of o right of access to or from the land, or .cures the claim of unmorketobility of title, or otherwise establishes the lien of the insured mortgage, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall hove fully performed its obligations with respect to thot matter and shall not be liable for any loss or domoge caused thereby. editions and stipulations continued and concluded • (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shot] hove no liability for loss or damage until there has been o final determination by o court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title, or, if applicable, to the lien of the insured mortgage, as insured. (c) The Company sholl not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. (d) The Company shall not be liable to on insured lender for: (i) any indebtedness created subsequent to Date of Policy except for advances mode to protect the lien of the insured mortgage and secured thereby and reasonable amounts expended to prevent deterioration of improvements; or (ii) construction loon advances mode subsequent to Dote of Policy, except construction loon advances mode subsequent to Dote of Policy for the purpose of financing in whole or in port the construction of on improvement to the land which of Dote of Policy were secured by the insured mortgage and which the insured was and continued to be obligated to advance at and after Dote of Policy. 9. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. (o) All payments under this policy, except payments mode for costs, ottor- neys' fees and expenses, sholl reduce the amount of insurance pro tonto. How- ever, as to on insured lender, any payments mode prior to the acquisition of title to the estate or interest as provided in Section 2(o) of these Conditions and Stipulations shall not reduce pro tonto the amount of insurance afforded under this policy as to any such insured, except to the extent that the payments reduce the amount of the indebtedness secured by the insured mortgage. (b) Payment in port by any person of the principal of the indebtedness, or any other obligation secured by the insured mortgage, or any voluntary partial sotisfoction or release of the insured mortgage, to the extent of the payment, satisfaction or release, sholl reduce the amount of insurance pro tonto. The amount of insurance may thereafter be increased by accruing interest and advances mode to protect the lien of the insured mortgage and secured there- by, with interest thereon, provided in no event sholl the amount of insurance be greater than the Amount of Insurance stated in Schedule A. (c) Payment in full by any person or the voluntary satisfaction or release of the insured mortgage sholl terminate all liability of the Company to on insured lender except as provided in Section 2(o) of these Conditions and Stipulations. 10. LIABILITY NONCUMULATIVE. It is expressly understood that the amount of insurance under this policy sholl be reduced by any amount the Company may pay under any policy insur- ing a mortgage to which exception is token in Schedule B or to which the insured has agreed, assumed, or token subject, or which is hereafter executed by on insured and which is o charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed o payment under this policy to the insured owner. The provisions of this Section sholl not apply to on insured lender, unless such insured acquires title to said estate or interest in satisfaction of the indebtedness secured by on insured mortgage. 11. PAYMENT OF LOSS. (a) No payment sholl be mode without producing this policy for endorse- ment of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage sholl be payable within 30 days thereafter. 12. SUBROGATION UPON PAYMENT OR SETTLEMENT. (o). The Company's Right of Subrogotion Whenever the Company sholl hove settled and paid o claim under this policy, all right of subrogotion sholl vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogoted to and be entitled to oil rights and remedies which the insured claimant would hove hod against any person or property in respect to the claim hod this policy not been issued. If requested by the Company, the insured claimant sholl transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogotion. The insured claimant shall permit the Company to sue, com- promise or settle in the name of the insured cloimont and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If o payment on account of o claim does not fully cover the loss of the insured cloimont, the Company sholl be subrogoted (i) os to on insured owner, to oil rights and remedies in the proportion which the Company's payment bears to the whole amount of the loss; and (ii) as to on insured lender, to all rights and remedies of the insured claimant after the insured claimant shall hove re- covered its principal, interest, and costs of collection. If loss should result from any act of the insured claimant, as stored above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that port of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impoir- ment by the insured cloimont of the Company's right of subrogotion. (b) The Insured's Rights and Limitations. Notwithstanding the foregoing, the owner of the indebtedness secured by on insured mortgage, provided the priority of the lien of the insured mortgage or its enforceability is not affected, may release or substitute the personal lion bility of any debtor or guorontor, or extend or otherwise modify the terms of payment, or release o portion of the estate or interest from the lien of the insured mortgage, or release any collateral security for the indebtedness. When the permitted octs of the insured claimant occur and the insured has knowledge of any claim of title or interest adverse to the title to the estate or interest or the priority or enforceability of the lien of on insured mortgage, as insured, the Company shall be required to pay only that port of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogotion. (c) The Company's Rights Against Non - insured Obligors. The Company's right of subrogotion against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogotion rights by reason of this policy. The Company s right of subrogotion shall not be avoided by acquisition of on insured mortgage by on obligor (except on obligor described in Section I (o)(ii) of these Conditions and Stipulations) who acquires the insured mortgage as o result of on indemnify, guarantee, other policy of insurance, or bond and the obligor will not be on insured under this policy, notwithstanding Section 1(o)(i) of these Conditions and Stipulations. 13. ARBITRATION. Unless prohibited by applicable low, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but ore not limited to, any controversy or claim between the Company and the insured oris- ing out of or relating to this policy, any service of the Company in connection with its issuance or the breach of o policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000;000 or less sholl be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $1.,000,000 shall be orbi- trafed only when agreed to by both the Company and the insured. Arbitration pursuant to this policy and under the Rules in effect on the dote the demand for arbitration is made or, at the option of the insured, the Rules in effect of Dote of Policy sholl be binding upon the parties. The award may include attorneys' fees only if the lows of the state in which the land is located permit o court to award ottorneys' fees to o prevailing parry. Judgment upon the award rendered by the Arbitrotor(s) moy be entered in any court having jurisdiction thereof. The low of the situs of the land shall apply to on arbitration under the Title Insurance Arbitration Rules. A copy of the Rules moy be obtained from the Compony upon request. 14. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (o) This policy together with oil endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as o whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the lien of the insured mortgage or of the title to the estate or interest covered hereby or by any action asserting such claim, sholl be restricted to this policy. (c) No amendment of or endorsement to this policy con be mode except by o writing endorsed hereon or attached hereto signed by either the President, o Vice President, the Secretory, an Assistant Secretory, or validating officer or authorized signotory of the Company. 15. SEVERABILITY. In the event any provision of the policy is held invalid or unenforceable under applicable low, the policy shall be deemed not to include that provision and oil other provisions shall remain in full force and effect. 16.. NOTICES, WHERE SENT. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and sholf be addressed to the Comppany at P.O. Box 2029, Houston, Texas 772522029, and identify this policy by its printed policy serial number which appears on the bottom of the front of the first page of this policy. APPRAISAL REPORT Appraisal of Wells Fargo Bank Site 600 East Balboa Boulevard Newport Beach, California Date of Value: Submitted To: May 31, 1994 Mr. Kenneth J. Delino Assistant City Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, California 92663 -3884 Date of Report: Submitted By: June 30, 1994 Fuller and Associates 567 San Nicolas, Suite 203 Newport Beach, California 92660 I 1 1 FULLER & ASSOCIATES Real Estate Appraisers and Counselors Richard A. Fuller, MAI 567 San Nicolas, Suite 203 Telephone 714 - 644 -4040 Newport Beach, CA 92660 Facsimile 714 - 644 -4065 June 30, 1994 Mr. Kenneth J. Delino ' Assistant City Manager City of Newport Beach ' 3300 Newport Boulevard Newport Beach, CA 92663 -3884 11 1 1 11 1 1 1 1 1 11 1 1 I RE: Appraisal of Wells Fargo Bank Site, 600 East Balboa Boulevard, Newport Beach, California Dear Mr. Delino: In accordance with my proposal dated May 20, 1994, and your verbal authorization, I have made an examination of the above - referenced property, for the purpose of estimating the fair market value range, of the land only, as of May 31, 1994. As a result of this investigation and an analysis of matters pertinent to the property's value, I have concluded that the fair market value range, thereof, of the land only, as of said date; was $725,000 - $825,000. FAIR MARKET VALUE RANGE SEVEN HUNDRED AND TWENTY FIVE THOUSAND DOLLARS TO EIGHT HUNDRED AND TWENTY FIVE THOUSAND DOLLARS SCOPE OF THE ASSIGNMENT The scope of this assignment has been to physically inspect the subject property; complete a market data study of the comparable market data; analyze the physical characteristics of the subject property; compare the market data to the subject property; and form an opinion as to the fair market value range of the land only_. Fuller & Associates Job No. 94 -6 2 I ' REPORT FORM ' In the interest of brevity, and by specific instructions of the client, this report is herein submitted in summary . All market data, factual data, reasoning, computations, descriptions, analyses, and discussions, from which, in part, the valuation conclusion was derived, have been retained ' in my files, or are summarized within this report. PURPOSE OF THE APPRAISAL ' The purpose of this appraisal is to express an opinion of the fair market value range of the land ' lyl ; referred to as the Wells Fargo Bank site located at 600 East Balboa Boulevard, in the City of Newport Beach, State of California, and described elsewhere in this report. ' USE OF THE APPRAISAL The function of this appraisal is for acquisition purposes. NATURE OF INTEREST APPRAISED ' Fee simple estate. ' DATE OF VALUE The date of value for this appraisement is May 31, 1994. ' DEFINITIONS ' Market Value: ' "Market Value" means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by ' undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: ' 1. Buyer and seller are typically motivated; ' 2. Both parties are well informed or well advised, and acting in what they consider their own best interests; 1 3. A reasonable time is allowed for exposure in the open market; ' Fuller & Associates Job No. 94 -6 3 I 4. Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 1 1 1 11 1 1 1 1 1 1 1 1 1 5. The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Source: Office of the Comptroller of the Currency under Section 12, CRF, Part 34, Subpart C - Appraisals, 34.42. Definitions [f]. LIMITING CONDITIONS This appraisal has been based upon the following limiting conditions: 1) That I assume no responsibility for matters legal in character, nor do I render any opinion as to the title, which is assumed to be good. All existing liens and encumbrances, securing payment of money, have been disregarded and the property is appraised as though free and clear under responsible ownership and competent management. 2) That information obtained for use in this appraisal is believed to be true and correct to the best of my ability; however, no responsibility is assumed for errors or omissions, or for information not disclosed which might otherwise affect the valuation estimate. 3) Disclosure of the contents of this appraisal report is governed by the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice. 4) Neither all, nor any part, of the contents of this report (especially any conclusions as to value, the identity of the appraiser, or the firm with which he is connected, or any reference to the Appraisal Institute, or the MAI designation) shall be disseminated to the public through advertising media, public relations, news media, sales media, or any other public means of communication without prior written consent and approval of the undersigned. 5) That this valuation estimate is of surface rights only, and the valuation of mineral rights, if any, has been disregarded. 6) That no warranty is made as to the seismic stability of the subject site. 7) That the appraiser, by reason of this appraisal, is not required to give testimony, or attendance in court with reference to the property appraised, unless arrangements have been previously made thereof. Fuller & Associates Job No. 94 -6 4 LI ' 8) That the submission of this report constitutes completion of the services authorized. It is submitted upon the condition that the client will provide the appraiser customary compensation relating to any subsequent required depositions, conferences, ' additional preparation, review, travel, or testimony. 9) That, by specific instructions of the client, this report will not be prepared for ' litigation purposes. If this matter is adjudicated in any manner, the appraiser reserves the right to prepare a comprehensive narrative report, at an addition fee, ' and to further review and verify the data upon which the estimate of value is based. 10) That a review was made of a preliminary title report issued by Stewart Title ' Insurance Company, dated June 2, 1994, and identified as No. 115984 -02. It is a premise of this appraisal report that 1) these conditions of title which encumber the subject property, would not restrict the highest and best use of the subject property ' as set out herein, and 2) the legal description set out therein is correct. 11) That there are no soil or geologic conditions which negatively affect the subject property. The value conclusion is subject to final review by an independent soil engineer. 1 1 1 1 1 1 1 1 1 1 1 12) That, as no hydrology studies were available for review, it is assumed that any drainage sheet flow through the subject property would be contained, and the property under appraisement would not be subject to inundation. 13) That unless otherwise stated in this report, the existence of hazardous substances, including without limitation asbestos, urea formaldehyde, foam insulation, polychlorinated biphenyls, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, or other environmental conditions, were not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection. The value estimated is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value. No responsibility is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them. 14) That all maps and exhibits included within this report are for illustration purposes only and are set out to assist the reader in visualizing the property. However, no survey of the subject site has been made and no liability is assumed in connection with such matters. 15) That the net size of the subject site as provided by the City of Newport Beach Public Works Department is 15,428 sq.ft. and is assumed to be correct. 16) That no valuation has been made of personal property which existed within the subject property, as of the date of value. Fuller & Associates Job No. 94 -6 5 17) That the valuation estimate, herein expressed, is of the land only, and by instruction of the client, the value contribution, if any, of the improvements has been disregarded. AREA DESCRIPTION ' Community: ' Social: Newport Beach was incorporated in 1906 and established a municipal charter in ' 1955. The City has a population of 71,074 and 30,860 households, with an average size of 2.16 persons per household and a median age of 40.8 years. There is a tourist population of 20,000 to 100,000 per day. ' Economic: ' The City of Newport Beach has a medium household effective buying income of $45,157, one of the nation's highest. 27% of all households have annual income exceeding $75,000. The median home value is $499,900, and 41.5% of the City's residents are college graduates. Overall, the economic situation has historically been healthy; however, the current potential economic recession has generally ' softened the demand for real estate. Governmental: ' Police, fire protection, and refuse collection are fully provided by the City of Newport Beach. Streets and parks are maintained by the City. ' Newport Beach's water supply and sewer are provided by the City of Newport Beach's Water Works Department. Natural gas services are provided through the ' Southern California Gas Company and electricity is provided by the Southern California Edison Company. Telephone facilities are provided through Pacific Bell. ' In general, the City's governmental forces provide all necessary forms of governmental and utility services. 1 Fuller & Associates Job No. 94 -6 6 1 Environmental: ' Newport Beach is approximately 50 miles southeast of downtown Los Angeles and 85 miles north of San Diego. Communities adjoining Newport Beach include Irvine ' and Costa Mesa to the north, Laguna Beach to the east; the Pacific Ocean to the south; and Huntington Beach to the west. Typical of the entire Southern California area, the climate is generally mild year round. The elevation ranges from sea level ' to 691 feet. Newport Beach has excellent accessibility through a complete transportation ' network. Bus service is provided by the Orange County Transit District (OCTD) which has linkages to the Orange Metropolitan area. Three major highways; the ' Pacific Coast Highway (1), Costa Mesa Freeway (55), and Corona del Mar Freeway (73) join the City to the entire Southern California freeway system. Most major trucking lines service Newport Beach. All air passenger and freight service is ' available through three nearby airports, including, John Wayne Airport, Long Beach Airport and Los Angeles International Airport. ' Newport Beach has one hospital, Hoag Hospital, which is located east of the subject property. There are abundant recreation activities in the City, including numerous public parks, and public beaches. All within one hour drive are Disneyland, Knott's Berry Farm, The Queen Mary and Anaheim Stadium. The City has a broad range of religious denominations. Full education facilities are ' provided through 6 elementary and 2 high schools. There are numerous accredited universities within one half hours drive of the City. These include California State University Long Beach, California State University- Fullerton, University of California- ' Irvine, University of California at Los Angeles and the University of Southern California. All shopping is available to residents through numerous neighborhood 1 shopping centers, including Fashion Island, a major regional shopping mall. The environmental forces within the City are adequate, and provide a positive ' setting for the subject property. All transportation, educational and shopping needs are adequate to support the working population. ' Surnmark In general, all four forces, social, economic, governmental, and environmental are adequate and maintain a positive influence for the subject property. All four forces contribute to make Newport Beach a desirable community and create a high demand for real estate; however, this demand is expected to be offset by the ' duration of the current economic recession 1 I Fuller & Associates Job No. 946 7 ' The population base within the City of Newport Beach, while primarily in a built -up ' stage, continues to grow gradually. Within the office /retail sector, the character of the City is in a build -up stage of new and existing office /retail areas. In general, based upon the historical growth and economic viability of the City, the future overall ' outlook is positive. Surroundina Influences: ' The subject neighborhood is located on the Balboa Peninsula. It is bounded on the north by Newport Bay, on the south by the Pacific Ocean, on the east by the Peninsula Point and ' Jetty entrance, and on the west by residential and commercial uses that lie between Newport Bay and the Pacific Ocean on both sides of Balboa Boulevard. ' Significant neighborhood influences would include the Balboa Island Ferry, with vehicular access provided from Palm Street which adjoins the westerly line of the subject site; the ' Balboa Pier which is located on Main Street 2 blocks to the east of the subject site; the Fun Zone Amusement Area which is located northeast of Bay Avenue, across from the subject site; Newport Bay located 1 block to the north; the Pacific Ocean and beaches located 1 ' block to the south, and the Pavilion Historical Landmark located on the bay 2 blocks to the east. 1 Location: 1 1 PROPERTY DESCRIPTION SUMMARY The subject site is located between Balboa Boulevard and Bay Avenue, at the east of Palm Street, in the City of Newport Beach, County of Orange, State of California. 600 E. Balboa Boulevard Newport Beach, California Aooarent Owner: Wells Fargo Bank acquired title on December 4, 1990 by Grant Deed identified as Document No. 90- 638231. ' Legal Description: Lots 1 to 6 inclusive in Block 7 of Balboa Tract, in the City of Newport Beach, County of ' Orange, State of California, as per map recorded in Book 4, Page 11 of Miscellaneous Maps, in the Office of the County recorder of Orange County. ' More particularly described as Parcel 1, as shown on a map filed in Book 117, Page 24 of Parcel Maps, in the Office of the County Recorder of said County. 1 Fuller & Associates ' Job No. 946 8 I 1 oe: 4n M I ,� q3 BgAOOA. RA g0/f voaE- G 3J N V R p�Oh Y aa c��ya� G M 2 DDF�' 2 � 2 MCI `506_ ti x:11 � RD D� �1 BpuGE ✓�� \1�� —� n J n? n h a 4 D L n� LIP . �. rn� b � u r °. n J n? n h a 4 D L w 0 f 9. 0 e z Li A e u N 0 m A rn W J P J J P " � N o e:� `1A ^� T iq 3 4 y , 0 1 ,n Ow r) �lp�wO �O Z NO \J D �� a - -� _tom - - o b � ,6A Y' 4 klZIVUE °. mz 7� /LIZ c e2 n w 0 f 9. 0 e z Li A e u N 0 m A rn W J P J J P " � N o e:� `1A ^� T iq 3 4 y , 0 1 ,n Ow r) �lp�wO �O Z NO \J D �� a - -� _tom - - --� - �.r•,.. 1 ,6A Y' 4 klZIVUE °. mz 7� /LIZ c Parcel Size and Shape: ' The subject site is a parallelogram in shape and is estimated to contain ±15,428 sq.ft. ' Access and Streets: Access: ' State Hiahwav 1: ' State Highway 1 (Coast Highway) extends northerly from the City of Long Beach to the City of Dana Point and parallels the northerly shore of Newport Bay. Access to Balboa Boulevard is available from State Highway 1 west of ' the subject property. 'Streets: Balboa Boulevard: ' The subject site has t 102.59 feet of frontage on Balboa Boulevard. This street has a 70' right of way and an additional 2' easement over the subject ' site. It is paved to 4 lanes, and improved with concrete curbs, gutters, sidewalks. Palm Street: The subject site has t 145.83 feet of frontage on Palm Street. This street has ' a 50' right of way and is paved to 2 lanes, and improved with concrete curbs, gutters, sidewalks. ' Bay Avenue: ' The subject site has t 85 feet of frontage on Bay Avenue. This street has a 40' right of way and is paved to 2 lanes, and improved with concrete curbs, gutters, sidewalks. ' Allev: ' The subject site has t 153.77 feet of frontage on the alley. This alley has a 10' right of way and an additional 5' easement over the subject site. It is paved to 2 lanes, and improved with concrete paving. ' Pertinent Conditions of Title: ' A review was made of a Preliminary Title Report issued by Stewart Title Insurance Company, dated January 2, 1994, and identified as No. 115984 -02 which set out the ' following pertinent conditions of title: Fuller & Associates ' Job No. 94 -6 9 I 1 1 1 1 1 1 1 1 1 1 1 1 1 Item No. 1: Covenants, conditions and restrictions in the deed, executed by Newport Bay Investment Company, recorded May 24, 1912, in Book 153, Page 186, of deeds. Restrictions, if any based on race, color, religion or national origin are deleted. Said matter affects Lot 1. Item No. 2: Covenants, conditions and restrictions in the deed executed by Newport Bay Investment Company, recorded October 13, 1911 in Book 153, Page 161, of deeds. Restrictions, if any, based on race, color, religion or national origin are deleted. Said matter affects Lot 2. Item No. 3: Covenants, conditions and restrictions in the deed executed by Newport Bay Investment Company, recorded October 31, 1911 in Book 153, Page 164, of deeds. Restrictions, if any, based on race, color, religion, or national origin are deleted. Said matter affects Lot 3. Item No. 4: Covenants, conditions and restrictions in the deed, executed by Newport Bay Investment Company, a corporation, recorded in Book 153, Page 125, of deeds. Restrictions, if any, based on race, color, religion or national origin are deleted. Said matter affects Lot 6. Item No. 5: Covenants conditions and restrictions in the deed, executed by Newport Bay Investment Company, a corporation recorded in Book 153, Page 155, of deeds. Restrictions, if any, based on race, color, religion, or national origin are deleted. Said matter affects Lot 4 Item No. 6: Covenants, conditions and restrictions in the deed, executed by Newport Bay Investment Company, a corporation, recorded in Book 153, Page 222, of deeds. Restrictions, if any, based on race, color, religion or national origin are deleted. Said matter affects Lot 5 Item No. 7: Provisions of the dedication statement on the tract map which relinquish certain rights of ingress and egress to the public street except for the general public right to travel. Book 117, Page 24, of Parcel Maps. Street affected - Balboa Boulevard. Said land, however, abuts on a public thoroughfare over which rights of vehicular ingress and egress have not been relinquished. Item No. 8 An easement affecting the portion of said land for the alley, affects the southeast 5 feet of said land. Shown or dedicated by the map of Tract - Parcel Map in Book 117, Page 24, of Parcel Maps, in favor of the public, Item No. 9: An easement affecting the portion of said land street sidewalk and pedestrian purposes, affects the southwest 2 feet of said land and over those portions within Balboa Boulevard and Palm Street as shown on said map shown or dedicated by the map of tract - parcel map in Book 117, Page 24, of Parcel Maps, in favor of the public. Fuller & Associates Job No. 94 -6 10 Contour and Drainage: ' Contour: ' The subject site is generally level, lying at an elevation of t5 -10' above sea level. Drainage: The drainage flow is generally towards the surface streets. ' oils: As no soil or geologic reports were available for review, it is assumed that there are no soil ' conditions which negatively affect the subject property. Land Use: Jurisdiction: City of Newport Beach ' Existing Zoning: Classification: RSC -R (Retail and Service Commercial - Mixed Use) Intent: ' The purpose of the RSC zone is to provide for retail sales, personal service, commercial and professional uses that offer direct services to the public, and light marine industrial uses. ' Permitted Uses: ' 1) Retail sales, specialty food uses with restrictions, and personal service establishments within a building including accountants, architects, banks, barber shops, bookstores, realtors, travel agencies, ' art studios, interior decorating studios, photographic studios, copy service, and handicraft establishments, and those uses permitted in the Specialty Retail District and the Recreational and Marine 1 Commercial District. 2) Residential uses on the second floor or above, where the ground floor is occupied by a permitted use. 1 Fuller & Associates Job No. 94 -6 11 3) Professional and business offices not providing direct services to the ' public or not ancillary to an otherwise permitted use, such as corporate offices shall be permitted on the second floor only. ' 4) Marine industrial uses or light manufacturing of marine related products. ' Permitted Uses Reauirina Use Permit: The following uses shall be permitted subject to the securing of a use permit ' in each case: Restaurants (outdoor, take -out, and drive -in facilities), bakeries; hotels, motels; "bed and breakfasts," health clubs/ aerobic studios, musiclart schools, dance studios, private instructional facilities, arcades, ' commercial recreational facilities, nail salons, wedding chapels, cleaners and laundries, day care facilities, laundromats, service /social club, marine ' industrial, marine manufacturing, churches, museums, marine- related museums, federal post offices, pet shops, animal hospitals, and animal grooming facilities. ' Development Standards: ' Floor Area and Development Limits: The total gross floor area and building bulk contained in all buildings ' on a buildable site shall be consistent with the Newport Beach General Plan. ' Off - Street Parking Reauired: ' Off- street parking shall be provided on the building site according to the following schedule, or with City Council approval upon recommendation of the Planning Commission, approval of an off -site ' parking agreement or by the payment of an in -lieu fee. 1) Retail Stores and Commercial Uses: One parking space for each 250 square feet of gross floor area. 2) Office Uses: One parking space for each 250 square feet of ' net floor area. 3) Industrial Uses: One parking space for each 2,000 square feet ' of gross floor area and one loading space for each 10,000 square feet of gross floor area. ' 4) Restaurants: One space for each 40 square feet of net public area may be increased or decreased upon review. Fuller & Associates ' Job No. 94 -6 12 5) Hotels and Motels: One parking space for each guest unit. The ' Planning Commission may, based upon the operational characteristics of a hotel or motel, require additional off - street parking for ancillary uses such as restaurants, meeting rooms, retail uses, and other commercial uses as provided in this section. ' 6) Public Assembly: One parking space for each three seats or occupants where fixed seating is provided, or one parking space for each 35 square feet of gross floor area in the main ' assembly hall where seating is not fixed: where bench seating or pews are provided, 18 linear inches of seating shall be considered to constitute a seat. ' 7) Residential Units: A minimum of two on -site parking spaces ' shall be provided for each residential unit in the RSC District. At least one on -site covered parking space and at least one independently accessible parking space, shall be provided for ' each residential unit. Floor Elevation: 1 Finished floor elevation for all new structures or addition to existing structures other than floor area used for parking, shall be nine feet ' above mean low water level (6.27 feet above mean sea level). Height Limit: The height limit for all buildings and other structures on a building site ' within the RSC District shall be 26 feet with exceptions. Setback Requirements: ' 1) Front Yard: None ' 2) Side Yard: No side yard setback area shall be required on properties in non- residential districts except as may be required by the Planning Commission in approving a site plan ' review or in granting a use permit, or as necessary to meet public access requirements. ' 3) Rear Yard: Rear yard setback areas abutting an alley shall have a minimum width of ten feet. A rear yard setback area of ' ten feet shall be required on the second floor for residential uses in a mixed use development. 1 Fuller & Associates 1 Job No. 946 13 Landscaping: ' A minimum of five percent (5 %) of an exterior paved parking area and a minimum of fifty percent (50 %) of the area of the required front yard setback ' shall be devoted to planting areas. General Plan: 1 General Man Classification: ' The City of Newport Beach Land Use Element of the General Plan as approved designates the subject property as Retail and Service Commercial. ' Retail and Service Commercial: ' This land use category has been applied to areas which are predominantly retail in character, but also accommodate some service office uses. Uses allowed include retail sales, offices which provide goods or services to the ' general public, hotels and motels, restaurants, commercial recreation, and senior citizen housing facilities. Separate 'corporate" type offices are not allowed in these areas. ' Local Coastal Program: ' The subject property is designated Retail and Service Commercial. The allowed floor area ratio is 0.5/0.75. ' Proposed Balboa Specific Plan: ' On June 23, 1994 the City of Newport Beach Planning Commission will consider General Plan Amendment No. 94 -1 D, Local Coastal Program Amendment No. 33, and Amendment No. 802 to the zoning ordinance. 1 1 1 1 1 11 11 The subject application consists of a number of actions intended to establish a specific area plan for the Central Balboa commercial district and adjoining residential properties. The major goals of the specific area plan are to revitalize the commercial district, upgrade its appearance, and minimize impacts to surrounding residential areas. Recommendations involve revisions to the Land Use Element of the General Plan. These revisions include changing the land use designations on certain properties and revising zoning district property development regulations to increase the floor area and dwelling unit yields on commercial properties within the specific plan area. Fuller & Associates Job No. 94 -6 14 I 1 1 1 ' Utilities: Water: 1 1 1 1 1 1 1 1 1 1 1 1 The proposed amendments to the Local Coastal Plan (LCP) are the same as those proposed for the Land Use Element. Revisions to the LCP Land Use Map text mirror those proposed for the General Plan. The revisions to the LCP will require approval by the California Coastal Commission. The proposed amendment will resdesignate the area within the proposed boundaries from the current Retail Service Commercial District with Residential Overlay (RSC -R), Retail Service Commercial District with Residential Overlay and Z Overlay (RSC -R -Z), Multi- Family Residential (MFR) District, Two Family (R -2) District, Single Family (R-1) District, and Unclassified (U) District to the Specific Plan (SP) District. The subject site would be reclassified to SP -8 and would be designated Retail Service Commercial. Available, 12 -inch cast iron pipe in Balboa Boulevard and a 6" A.C.P. line in the alley. Storm Drain: There are no storm drains which adjoin the subject site. Sewer: Available, 8 -inch V.P.C. line in Bay Avenue; 15" V.C.P. line in Balboa Boulevard; 8" P.V.C. line in Palm Street; and a 6" P.V.C. line in the alley. Available, Southern California Gas Company. Available, Southern California Edison Company. Telephone: Available, Pacific Bell. Fuller & Associates Job No. 94 -6 15 I 1 LEI 1 1 1 1 1 11 f_] C Assessed Valuation: The 1993 -94 assessment details of the subject property are set out as follows: Assessed Valuation: Land Building Total Wit rit =.- elm-PICIPT2111 048 - 116 -01, 02, & 03 01 $465,120 $5,100 $470,220 7001 01 $4,774 02 $2,389 03 $8.887 Total $16,050 Present Use: 02 $232,560 $2.040 $234,600 03 $592,620 $255.000 $847,620 Assessor's records indicate that the subject site is improved with a two story retail building containing 4,226 sq.ft. which was constructed in 1978. By instruction of the client, the value of these improvements, if any, have been disregarded and the valuation estimate is of the land only. HIGHEST AND BEST—U-SE Introduction: The concept of Highest and Best Use represents the premise upon which a value estimate is based and is an interpretation of market forces and influences that indicate which use will result in the greatest economic benefit to the owner. Fuller & Associates Job No. 94 -6 16 17 ' Definition: Highest and Best Use is defined as follows: The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. Source: The Dictionary of Real Estate Appraisal, Second Edition, American ' Institute of Real Estate Appraisers, 1986 ' Explanation: This definition applies specifically to the Highest and Best Use of land. It is to be ' recognized that in cases where a site has existing improvements on it, the Highest and Best Use may very well be determined to be different from the existing use. The existing use will continue; however, unless and until land value in its Highest and Best Use exceeds ' the total value of the property in its existing use. Four considerations are imposed upon a site in the estimation of Highest and Best ' Use: 1. Possible Use: What uses of the site in question are physically possible? 2. Legal Use: What uses are permitted by zoning and deed restrictions on the ' site in question? 3. Economic Use: Which possible and permissible uses will produce a net ' return to the owner of the site? 4. Maximum Profitable Use:. Among the feasible uses, which use will produce ' the highest net return or the highest present worth? By instruction of the client, consideration of the existing improvements is to be disregarded, therefore only the land as vacan was studied to determine the highest and best use. 1 1 1 1 1 Highest and Best Use "As Vacant": Introduction: In analyzing the Highest and Best Use for the subject site, as if vacant, the appraiser estimates the most likely and probable uses of the site as though vacant, and then estimates the most profitable potential use of the site. Fuller & Associates Job No. 94-6 17 I ' Physically Possible: Development constraints imposed upon a site include its configuration, size, ' topography and location. The subject site is located in an area where the amenities of the area contribute to a demand for real estate. The neighborhood consists of the components that contribute to the demand for similar sites. ' The subject site contains 15,428 sq.ft. and is considered larger than the typical range of other sites in the neighborhood and would benefit by the assemblage of 6 lots into Parcel 1. Access is adequate. Topography is level and the site configuration presents no apparent development constraints. ' Le-aally Permissible: ' Allowable uses under the present, private, and public restrictions are a consideration in the development of the site. The subject site is designated Retail Service Commercial Mixed Use in the 1) Zoning Ordinance, 2) General Plan, 3) Local Coastal Program, and 4) the proposed Balboa Specific Plan. The existing land use ordinances allow for a variety of retail and commercial uses with floor area ratios varying from .3 to 1.0. It is a premise of this report that existing covenants, conditions, and restrictions will not restrict the highest and best use. Financiallv Feasible: ' Existing development within the immediate neighborhood is primarily retail and ' service commercial. It is concluded that the existing retail and service commercial development, with close proximity to the subject property is a positive factor and a strong consideration in the development of the subject site, as vacant. Consumers ' are drawn to a particular market by similar uses in the same general area. A retail and service commercial use is a financially feasible use that conforms to the first two tests. ' Maximally Productive: ' There is a demand for retail and service commercial uses in the neighborhood of the subject site. This is primarily due to the close proximity to the Fun Zone, Newport Bay and Pacific Ocean beaches. Due to the access and exposure offered ' in this location, and the retail and service commercial characteristics of the immediate area, a retail and service commercial related use would represent the ' use that would give the greatest net return to the land. 1 ' Fuller & Associates Job No. 94 -6 18 I ' Conclusion. as Vacant: Based on this discussion, it is concluded that the Highest and Best Use of the ' subject property, as vacant, would be for a retail and service commercial use, which would be slightly larger than surrounding developments. This demand however, is impacted by the current recession and the difficulty in obtaining financing for similar ' projects. VALUATION SUMMARY ' The Valuation Approaches: ' Introduction: ' The three traditional approaches to value are the Replacement Cost Approach, the Income Approach, and the Sales Comparison Approach. Each approach represents a technique by which market data may be processed into an indication ' of value. When the purpose of the appraisal is to estimate market value, all three approaches to value are, in essence, market data approaches because the data inputs are market derived. Each approach is discussed briefly as follows: ' Replacement Cost Approach: ' The Replacement Cost Approach estimates the value of the vacant site and adds to it the depreciated cost of the improvements. This approach in appraisal analysis ' is based on the proposition that an informed purchaser will pay no more than the cost of producing a substitute property with the same utility as the subject property. The Replacement Cost Approach is particularly appropriate when the property being ' appraised includes relatively new improvements which represent the highest and best use of the land, or when relatively unique or specialized improvements are located on the site, and when sales of similar properties cannot be identified. 1 By instruction of the client the valuation estimate herein expressed is of the 120 - onl and the value contribution, if any, of the improvements has been disregarded. ' This method of valuation was not utilized. Income Approach: ' The Income Approach reflects the subject property's income - producing capabilities. ' This technique in appraisal analysis converts anticipated benefits (dollar income or amenities) to be derived from the ownership of property into a value estimate. 1 ' Fuller & Associates Job No. 94 -6 19 1 I 1 1 1 1 1 1 Anticipated future income and /or reversions are discounted to a present worth estimate through the capitalization process. Two common valuation techniques associated with the Income Approach are direct capitalization and discounted cash flow analysis. Direct capitalization is the method utilized to convert a single year's estimate of income into a value indication. In direct capitalization, a precise allocation between return on and return of capital is not made because investor assumptions or forecasts concerning the holding period, pattern of income, or changes in value of the original investment are not simulated in the method. Direct capitalization is most appropriate when analyzing a stable income stream and in estimating the reversion at the end of the holding period. Discounted cash flow (DCF) analysis is a detailed analysis utilized when the future income is expected to be variant, usually as a result of numerous lease obligations and /or anticipated changes in income and expenses. It is also particularly relevant when institutional buyers are the most likely purchasers of the subject property, because institutional buyers often place great weight on this analysis. The DCF analysis specifies the quantity, variability; timing; and duration of cash flows. Selecting the proper yield rate (discount rate) is essential. The appraiser must ' consider the target yield sought by investors as well as yields derived from comparable sales and /or market information. ' As the valuation estimate is of the land only, and by instruction no estimate was to be made of the value contribution, if any, of the improvements and as vacant sites ' in this neighborhood are not typically purchased to develop net income, this method of valuation was not utilized. ' Sales Comparison Approach The Sales Comparison Approach provides an estimate of market value based on ' analyzing transactions of similar properties located in the market area. The method is based on the proposition that an informed purchaser would pay no more for a property than the cost of acquiring a substitute property with the same utility. In ' addition to actual sale transactions, current listings of similar properties may also be considered. Actual transactions typically fix the lower limit of value in a static or ' advancing market (price), and fix the higher limit of value in a declining market; while listings generally set the higher limit of value in any market. ' The reliability of this approach is dependent upon the following: 1) The availability of sales data, 2) the verification of the sales data, 3) the degree of comparability or the extent of adjustment necessary for any differences (between the sale property ' and the subject property), and 4) the absence of non - typical conditions affecting the sales price. Adjustments for such factors as property rights conveyed, market 1 Fuller & Associates Job No. 94 -6 RR I conditions, location, size, age /quality /condition, and amenities, for example, may all be significant in the analysis. Subject PQpertv Valuation Methodology: Consideration was given to all three approaches to value. However, only the Sales ' Comparison Approach was considered appropriate in the analysis of the subject property. ' Method of Valuation: 1 1 1 1 1 1 1 1 1 1 1 1 1 irl Scope of the Market Data Search: In the valuation of the subject property, a search was made for sales of similar properties. Special emphasis was placed on vacant properties located on the Balboa Peninsula, which are designated for retail and service commercial uses. In all, several items of market data were discovered with varying degrees of comparability to the subject property. Of these, 4 items of market data were considered most pertinent in this analysis. This market data varied in price from $48 /sq.ft. to $79 /sq.ft. of land. Transactions which were reviewed but disregarded, included 1) the northwest corner of Palm Street and Balboa Boulevard which sold in April, 1994. Conversations with the buyer indicated the price was based on an option which was several years old and not representative of current market conditions. The buyer also purchased the existing retail liquor business; 2) the southwest comer of Balboa Boulevard and Palm Street which sold in December, 1992. This was substantially improved and included a remodeled and fully equipped restaurant; and 3) the sale of the subject property in December, 1990 wherein this was a transfer of a bank facility from Great American Bank to Wells Fargo Bank. The Market Data Summary on the following page sets out a summary of the details for each transaction. Fuller & Associates Job No. 94 -6 21 I 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 m4kkET DATA SUMMARY WELLS FARGO BANK'SITE 600 EAST BALBOA BOULEVARD. M.D. LOCATION LOT LAND' PRICE PRICE/ DATE REMARKS NO. SIZE USE: SCIXT.. . 1 NWC Island Ave. 2,700 sf Retail $165,000 $61 11 -93 Improved w/ unoccupied & Balboa Blvd. Service converted service station Commercial bldg. Balboa Blvd. frontage. 2 NEC Palm St. & 15,428 sf Retail $800,000 $52 Current Reportedly in escrow to Balboa Blvd. Service Ecrow City of Newport Beach. Commercial Subj. prop. reportedly sold in 12 -90 for $1,279,000 when acquired from Great American Bank. 3 NEC 28th St. & 17,772 sf Retail $850,000 $48 Current Parcel has been for sale for Newport Blvd. Service escrow over 2 yrs. Vacant. Escrow Commercial to McDonald's. Planning commission has approved. To close escrow in Sept. 4 NWC 15th St. & 9,952 sf Retail $785,000 $79 11 -89 Vacant when purchased. Balboa Blvd. Service Now improved w/ 2 story Commercial retail and office complex. Prior Mobile gas station site. Comparative Criteria: In analyzing each item of market data, a comparison was made between the market data and the subject property. Consideration was given to differences in property rights conveyed, financing, conditions of sale, market conditions, and physical differences including, parcel size, parcel shape, utility availability, land use, topography, access, location, and site improvements. After adjustments for these and other factors, an indicated value of the land only was derived. A brief discussion of the market data is summarized as follows: Market Data No. 1 is located at the northwest corner of Island Avenue and Balboa Blvd. This parcel was nominally improved with an older service station building. This site sold in November, 1993 for $61 /sq.ft. of land. This site is smaller in size, inferior in location and slightly superior in improvements. Fuller & Associates Job No. 94 -6 22 MARKET DATA MAP / Market Data No. 2 is the subject property which is currently in escrow for $52/sq.ft. of land. Originally listed 8 months ago for $104 /sq.ft. of land. The price has been reduced to $91 /sq.ft., then $71 /sq.ft. to the current escrow at 1 $52 /sq.ft. of land Market Data No. 3 is located at the northeast corner of 28th Street and ' Newport Boulevard. This is a vacant site which is currently in escrow for a McDonald's restaurant at $48 /sq.ft., with the escrow to close in September. The City of Newport Beach Planning Commission has recently approved this ' proposed development. ' Market Data No. 4 is located at the northwest corner of 15th Street and Balboa Boulevard and was the former site of a Mobil Gas Station. The site was demolished and remediated prior to the sale. This parcel sold in ' November, 1989 for $79 /sq.ft. of land and has been developed with a 2 story retail - commercial - office project. This is an older sale which sold near the height of market activity. 1 Conclusion of Value: 1 1 After careful consideration of the foregoing data, and other factors, it is my opinion that the fair market value range of the land only, based on the limiting conditions set out elsewhere in this report, as of May 31, 1994, was $725,000 to $825,000. 1 1 ' RAF:bly ' 94 -6 1 1 FAIR MARKET VALUE RANGE SEVEN HUNDRED AND TWENTY FIVE THOUSAND DOLLARS TO EIGHT HUNDRED AND TWENTY FIVE THOUSAND DOLLARS Ily submitted, A. Iler, AI Fuller &Associates Job No. 94 -6 23 I 11 1 1 11 11 1 1 View northwesterly from the south line of Balboa Boulevard, showing the alley, adjoining ' the east line of the subject site. The subject property is to the left. Photo taken June 17, 1994. 1 11 1 I 1 1 1 1 ' View southeasterly from the north line of Bay Avenue, showing the alley, adjoining the east line of the subject site. The subject property is to the right. Photo taken June 17, 1994. I 1 1 1 1 1 1 1 1 1 1 1 1 View northeasterly from the southwesterly corner of Palm Street and Balboa Boulevard, showing the subject property. Balboa Boulevard is to the right. Palm Street is to the left. Photo taken June 17, 1994. ' View southeasterly from the intersection of Bay Avenue and Palm Street. The subject property is to the left. Palm Street is to the right. Bay Avenue enters to the left. Photo taken June 17, 1994. I 1 1 ' View northeasterly from the northwesterly corner of Palm Street and Balboa Boulevard, showing the subject property to the left. Balboa Boulevard is to the right. Palm Street is in the foreground left. Photo taken June 17, 1994. 1 1 1 1 1 ' View southwesterly from the northerly line of Balboa Boulevard, showing the subject property to the right. Balboa Boulevard is to the left. Photo taken June 17, 1994. View southeasterly from the intersection of Bay Avenue and Palm Street showing the subject property to the right. Palm Street is to the right. Bay Avenue is to the center left. Photo taken June 17, 1994. View northwesterly from the center of Bay Avenue showing the subject property to the left. Photo taken June 17, 1994. I 1 1 1 1 1 F 1 PRELIMINARY TITLE REPORT 1 1 1 1 1 1 1 1 1 I L7 STEWART TITLE 2010 MAIN STREET, #250 - IRVINE, CALIFORNIA 92714 (714) 476 -0777 FAX NO. (714) 756 -6077 MEMBER CALIFORNIA LAND TITLE ASSOCIATION ' OUR NO. 115984 -02 ATTN: J N: ' REMING'TON ESCROW 4425 JAMBOREE #180 NEWPORT B CH, CALIFORNIA 1 1 1 1 1 1 [J 1 PRELIMINARY REPORT YOUR NO. k7 8151 -J DATED AS OF JUNE 02, 1994 AT 7:30 A.M. IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, STEWART TITLE HEREBY REPORTS THAT IT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED, AS OF THE DATE HEREOF, A STEWART TITLE GUARANTY COMPANY POLICY OR POLICIES OF TITLE INSURANCE DESCRIBING THE LAND AND THE ESTATE OR INTEREST THEREIN HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH'IMAY BE SUSTAINED BY REASON OF ANY DEFECT, LIEN OR ENCUMBRANCE NOT SHOWN OR REFERENCED TO AS AN EXCEPTION ON SCHEDULE B OR NOT EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDXTIONS, AND STIPULATIOVS OF•SAID POLICY FORMS. ' THE PRINTED EXCEPTIONS AND EXCLUSIONS FROM THE COVERAGE OF SAID POLICY OR POLICIEt ARE SET FORTH IN THE ATTACHED LIST. COPIES OF THE POLICY FORMS SHOULD BE READ. THEY ARE AVAILABLE FROM THE OFFICE WHICH ' ISSUED THI$ REPORT. THIS REPORT, (AND ANY SUPPLEMENTS OR AMENDMENTS THERETO) 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. MARTY O'LEARY ' TITLE OFFICER 115964 -02 THE FORM OF THE POLICY OF TITLE INSURANCE CONTEMPLATED BY THIS REPORT IS: 1. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY (X) 2. AMERICAN LAND TITLE ASSOCIATION OWNERS POLICY FORM B 3. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY 4. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY SCHEDULE A THE ESTATE Ok 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 INt WELLS FARGO BANK, NATIONAL ASSOCIATION ' 115984 -02 SCHEDULE A (CONTINUED) tDESCRIPTION: THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: 1 1 1 1 1 1 1 1 1 1 1 1 LOTS 1 TO 5 INCLUSIVE IN BLOCK 7 OF BALBOA TRACT, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 4, PAGE 11 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. MORE PARTICULARLY DESCRIBED AS PARCEL 1, AS SHOWN ON A MAP FILED IN BOOK 11 , PAGE 24 OF PARCEL MAPS, I'N THE OFFICE OF THE COUNTY RECORDER 0 SAID COUNTY. I 1 11 1 1 1 1 1 d 1 1 P. 5 115984 -02 SCHEDULE B AT THE DAVE HEREOF, EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS CONTAINED IN SAID POLICY OR POLICIES WOULD BE AS FOLLDWS: A. GENERA. AND SPECIAL CITY AND /OR COUNTY TAXES FOR THE FISCAL YEAR 1.994 -1995 A LIEN NOT YET DUE AND PAYABLE. B. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. C. THE LIEN OF ANY SPECIAL TAX RESULTING FROM THE INCLUSION OF THE PROPERTY IN A SPECIAL ASSESSMENT DISTRICT OR MELLO -ROOS COMMUNITY FACILITIES DISTRICT IN ACCORDANCE WITH THE CODES, WHICH MAY EXIST BY VIRTUE OF ASSESSMENT MAPS OR NOTICES FILED AND /OR RECORDED BY ANY SUCH DISTRICT. ASSESSMENTS, IF ANY, ARISING FR PM SUCH ASSESSMENT DISTRICTS WILL BE COLLECTED ALONG WITH THE REGULAR ORANGE COUNTY REAL ESTATE TAXES. 1. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY NEWPORT 'BAY INVESTMENT COMPANY RECORDED MAY 24, 1912 IN BOOK 153, PAGE 186, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTSS LOT 1 2. COVENANTS- CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY NEWPORT BAY INVESTMENT COMPANY RECORDED OCTOBER 13, 1911 IN BOOK 153, PAGE 161, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 2 1 3. COVENANTS? CONDITIONS AND RESTRICTIONS IN THE DEED, 1 1 EXECUTED BY NEWPORT SAY INVESTMENT COMPANY RECORDED OCTOBER 31, 1911 IN BOOK 153, PAGE 164, OF DEEDS ' RESTRICTIOt S, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. ' SAID MATTE& AFFECTS: LOT 3 d. COVENANTS. CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY NEWPORT BAY INVESTMENT COMPANY, A CORPORATION RECORDED I IN HOOK 153, I PAGE 125, OF DEEDS ' P. 6 ' 115984 -02 RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ' ORIGIN ARE! DELETED. SAID MATTER AFFECTS: LOT 6 ' S. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, PURPOSES STATED•HEREIN, EXECUTED BY NEWPORT BAY INVESTMENT COMPANY, A CORPORATION TRACT RECORDED IN BOOK 153, PAGE 155, OF DEEDS THE PUBLIC ' FOR ALLEY 1 AFFECTS THE SOUTHEAST 5 FEET OF SAID LAND RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE:DELETED. HEREIN, AND INCIDENTAL PURPOSES, SHOWN OR 1 SAID MATTER AFFECTS: LOT 4 TRACT PARCEL MAP IN BOOK 117, PAGE 24 OF PARCEL MAPS 6. COVENANTS, EXECUTED BY I CONDITIONS AND RESTRICTIONS IN THE NEWPORT BAY INVESTMENT COMPANY, A DEED, CORPORATION FOR AFFECTS RECORDED IN BOOK 153, PAGE 222, OF DEEDS THOSE PORTIONS WITHIN BALBOA BOULEVARD AND ' RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. ' SAID MATTER AFFECTS: LOT 5 7. PROVISIONS OF THE DEDICATION STATEMENT ON THE MAP OF THE ' TRACT SHOWN BELOW, WHICH RELINQUISH CERTAIN RIGHTS OF INGRESS AND EGRESS TO THE PUBLIC STREET HEREIN NAMED, UPON THE TERMS THEREIN, EXCEPT FOR THE GENERAL PUBLIC RIGHT TO TRAVEL FOR THE SAME TRACT I PARCEL MAP IN BOOK 117, PAGE 24 OF PARCEL MAPS STREET AFFECTED BALBOA BOULEVARD SAID LAND, HOWEVER, ABUTS ON A PUBLIC THROUGHFARE OTHER THAN THE STREETS REFERRED TO ABOVE, OVER WHICH RIGHTS OF VEHICULAR INGRESS AND EGRESS HAVE NOT BEEN RELINQUISHED. ' S. AN EASEMENT'AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED•HEREIN, AND INCIDENTAL PURPOSES, SHOWN OR DEDICATED tY THE MAP OF TRACT PARCEL MAP IN BOOK 117, PAGE 24 OF PARCEL MAPS IN FAVOR Or THE PUBLIC FOR ALLEY 1 AFFECTS THE SOUTHEAST 5 FEET OF SAID LAND 9. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, SHOWN OR DEDICATED SY THE MAP OF 1 TRACT PARCEL MAP IN BOOK 117, PAGE 24 OF PARCEL MAPS IN FAVOR OF THE PUBLIC t FOR AFFECTS STREET, SIDEWALK AND PEDESTRIAN PURPOSES THE SOUTHWEST 2 FEET OF SAID LAND AND OVER THOSE PORTIONS WITHIN BALBOA BOULEVARD AND PALM STREET AS SHOWN ON SAID MAP ' NOTES% 11 I 1 1 1 1 1 1 1 P. 7 115984-02 1) SHORT (GERM RATE. 2) TAXES FOR THE FISCAL YEAR 1993 -94 HAVE BEEN PAID. FOR YOUR INFORMATION THE INSTALLMENTS AMOUNTS FOR THE REGULAR TAX BILL WERE: FIRST INSTALLMENT $2,387.19, PAID SECOND INSTALLMENT $2,387.19, PAID EXEMPTION $NONE CODE AREA 07001 PARCEL NUMBER 048- 116 -01 3) TAXES FOR THE FISCAL YEAR 1993 -94 HAVE BEEN PAID. FOR YOUR INFORMATION THE INSTALLMENTS AMOUNTS FOR THE REGULAR TAX BILL WERE: FIRST INSTALLMENT SECOND INSTALLMENT EXEMPTION CODE AREA PARCEL NUMBER $1,194.71, PAID $1,194.71, PAID $NONE 07001 048 - 116 -02 4) TAXES ?OR THE FISCAL YEAR 1993 -94 HAVE BEEN PAID. FOR YOUR INFOR14ATION THE INSTALLMENTS AMOUNTS FOR THE REGULAR TAX HILL WERE: FIRST INSTALLMENT $4,443.41, PAID SECOND INSTALLMENT $4,443.41, PAID EXEMPTION $NONE CODE AREA 07001 PARCEL NUMBER 048 - 116-03 ADDITIONAL NOTE: DIRECT WIRE TRANSFERS TO: FIRST INTERSTATE BANK SANTA ANA MAIN OFFICE 1018 NORTH MAIN STREET SANTA ANA, CALIFORNIA (714) 647 -4777 AUh ROUTING NUMBER: #122000218 CREDIT: S EWART TITLE OF CALIFORNIA ACCOUNT NUMBER: 180 -863 -103 ' PLEASE REFERENCE: 1 1 1 1 1 ESCROW /TITLE OFFICER ESCROW /TITLE NUMBER ' QUALIFICATIONS State of California Real Estate Broker ' State of California General Building Contractor State of California Certified General Real Estate Appraiser ' Experience: Real Estate Appraiser - Associated with American Savings and Loan Association 1964-1966 Real Estate Appraiser - Associated with George Hamilton Jones, MAI 1966-1970 ' Independent Real Estate Appraiser Fuller & Associates 1970 - Present Faculty: RICHARD A. FULLER, MAI ' 567 San Nicolas Drive, Suite 203 Newport Beach, California 92660 Telephone (714) 644 -4040 ' Facsimile (714) 644 -4065 Education: University of Southern California, B.S. 1961 ' University of Southern California, M.B.A. 1963 ' "Appraisal of a Proposed Residential Subdivision Development', Encyclopedia of Real Professional: Member, Appraisal Institute 1972 - Present ' Member, California Association of Realtors 1984-1993 Member, National Association of Realtors 1972-1993 ' Member, International Right of Way Association 1986 - Present Expert ' Witness: Superior Court of California, Circuit Court of Oregon, and United States District Court State of California Real Estate Broker ' State of California General Building Contractor State of California Certified General Real Estate Appraiser ' Experience: Real Estate Appraiser - Associated with American Savings and Loan Association 1964-1966 Real Estate Appraiser - Associated with George Hamilton Jones, MAI 1966-1970 ' Independent Real Estate Appraiser Fuller & Associates 1970 - Present Faculty: Instructor: Mira Costa College, Orange Coast College, Lane Community College; Senior ' Lecturer: University of Southern California: Approved Faculty Member: Appraisal Institute: Lifetime California Community College, Real Estate Credential. Courses taught included Advanced Appraisal Real Estate Valuation, Real Estate Development, Capitalization 1 Theory & Techniques, and Basic Valuation Procedures Seminars; Chairman: Various Litigation Seminars, Appraisal Institute: Guest Speaker: Subdivision ' Seminars, Discounted Cash Flow Analysis in the Home and Building Industry Publications: "Appraisal of a Proposed Residential Subdivision Development', Encyclopedia of Real ' Estate ran isinp, Third Ed., Published in 1978, Prentice Hall, Inc. 1 1 Jennings, Engstrand & Henrikson Johnson, Bannon, Wohlwenl & Johnston Lanak & Hanna Krusemark & Bertani Layman, Jones & Dye Latham & Watkins McCormick, Kidman & Behrens Manoukian, Scarpello & Ailing, Ltd. Martin, Bischoff, Templeton, Biggs & Ericsson McColgan & Vanni McCutchen, Doyle, Brown and Enersen Minihan, Kemutt. Stokes & Co. O'Melveny & Myers Palmieri, Tyler, Wiener, Wilhelm & Waldron Paone, Callahan, McHolm & Winton Paul, Hastings, Janofsky & Walker Penney and Penney Poindexter & Doutre Price Waterhouse & Company Roberts, Cormack & Johnson Rogers & Walls Rutan & Tucker Tully H. Seymour Saxon, Alt, Dean, Mason, Brower & Kincannon Simon & Sheridan Wallace & Deatherage Wenke, Burge & Taylor Wright. Finley & Behrens Anderson, McPhadin & Conners ' Belcher, Henzie & Biggenzahn Butler, Husk, Gleaves & Swearingen Call, Clayton & Jensen Carlile & McDonough Cooksey, Howard, Martin, & Toolen t Cox, Castle & Nicholson Daubney, Banche, Patterson, O'Neal, Nares. & Reed Drummy, Garrett, King & Harrison ' Endeman, Lincoln, Turek & Heater Ernst & Whinney Fadem & Douglas ' Flint & McKay Higgs. Fletcher & Mack 1 Jennings, Engstrand & Henrikson Johnson, Bannon, Wohlwenl & Johnston Lanak & Hanna Krusemark & Bertani Layman, Jones & Dye Latham & Watkins McCormick, Kidman & Behrens Manoukian, Scarpello & Ailing, Ltd. Martin, Bischoff, Templeton, Biggs & Ericsson McColgan & Vanni McCutchen, Doyle, Brown and Enersen Minihan, Kemutt. Stokes & Co. O'Melveny & Myers Palmieri, Tyler, Wiener, Wilhelm & Waldron Paone, Callahan, McHolm & Winton Paul, Hastings, Janofsky & Walker Penney and Penney Poindexter & Doutre Price Waterhouse & Company Roberts, Cormack & Johnson Rogers & Walls Rutan & Tucker Tully H. Seymour Saxon, Alt, Dean, Mason, Brower & Kincannon Simon & Sheridan Wallace & Deatherage Wenke, Burge & Taylor Wright. Finley & Behrens 1 1 1 Bank of America First Interstate Bank San Diego Trust & Savings Bank of California Foothill Capital Santa Ana First Federal Savings t Central Savings & Loan Great Western Bank & Loan Association Charter Savings & Loan Guild Mortgage Company Santa Monica Bank Coast Savings & Loan Home Capital Corporation Sears Savings Bank t Continental Bank Home Savings of America Security Pacific National Bank Continental Mortgage Insurance Imperial Savings & Loan Association Sterling Savings & Loan Crocker National Bank Investors Mortgage Insurance Surety Savings & Loan Association Fanners Savings & Loan Association Mitsui Manufacturers . Bank Torrey Pines Bank 1 Financial Federation Mitsui Taiyo Kobe Bank Union Bank First Credit Bank Newport Balboa Savings Wells Fargo Bank t insurance Com ao nies: Cigna Company Hartford Accident & Indemnity Co. Royal Insurance Co. Dairyland Insurance Company Pacific Mutual Life Insurance The Travelers Fireman's Fund Prudential Property Insurance 1 Corporations: AMFAC Garden Products Deutsch. Company McKesson Corporation Atlantic Richfield Corp. (Arco) DiGiorgio Corporation Mead Instruments t Beacon Oil Company Emerson International Mobile Oil Corporation Best Western Hotels Eugene Sand and Gravel, Inc. Retirement Center of America Beckman Instruments Gulf and Western Corporation Retlaw Enterprises, Inc. Catalina Swimwear Hercules, Inc. Salomon Brothers t Celanese Corporation Hughes Aircraft Corporation Standard Oil Company Chevron U.S.A., Inc. Interstate Brands Corporation of California Chrysler First Business Credit Liggett and Myers Corporation Stone & Youngberg t Corporation Mitsubishi Cement Corporation U.S.Amada Cities Services Company McCullough Oil Corporation Western Electric Corporation t Non- Profit Organizations: Beacon Bay Community Association Foundation to Assist California Sherman Foundation Association Teachers Church of Jesus Christ of Father Flanagan's Boys' Home Mesa Verde Country Club Latter -Day Saints 1 Hospitals: Greter Monte Community Kaiser Permanente Southcoast Medical Center Hospital McKensie•Willamette Hospital Tri -City Hospital t Hoag Memorial Hospital Government Agencies: Sacred Heart General Hosptial Caltrans City of Pomona Federal Savings & Loan Insurance t City of Carlsbad City of Poway Corporation City of Corvallis City of Roseburg Internal Revenue Service City of Del Mar City of Santa Ana Resolution Trust Corporation City of Laguna Beach County of San Bernardino State of California t City of Newport Beach Federal Aviation Administration United. States Postal Service City of Oceanside Federal Deposit Insurance Corporation 1 1 1 I 1 1 1 1 1] 1 1 American Diversified Companies Barraft Irvine Bartell Development Robert, Bain, . William Frost & Associates Betker - Fredricks Development Company BSI Eugene School District No. 4 -J Oceanside Unified School District Brigham Young University Mountain View School District Chicago Title Company Lawyers Title Company IUt Iltles: Costa Real Municipal Water Oistrict Eugene Water& Electric Board Chetvion Land & Development Company Coktwell Banker Management Corp. Daon Corporation DKS Associates Hermosa Homes Huntington Beach Company The Irvine Company Kemper Real Estate Management Pepperdine University Saddleback Community College Scipps College Solona Beach School District Safeco Title Insurance Company Title Insurance & Trust Company Metropolitan Water Oistrict Pacific Northwest Bell The Lusk Company Manchester Development Mission Equity Paragon Homes Standard Pacific L.P. Signal Landmark, Inc. Techbuilt Construction Corporation William Lyon Company Transamerica Title Insurance Company Ramona Municipal !water Oistrict Southern California Edison Co. 1 Appraisal Functions Include: Acquisition, Asbestos Contamination, Bankruptcy, Bond Financing, Condemnation, Disposition, Donation, Estate Tax Appeal, Exchange, Excess Land, Federal Grants, Foreclosure, Ground Rental Revaluation, Hazardous Waste Contamination, Income Tax Appeal, Inverse ' Condemnation, Litigation, Mortgage Financing, Negotiation, Park in Lieu Fees, Partnership Dissolution, Portfolio Review, Property Tax Appeal, Redevelopment 1 Typical Appraisal Assignments: Public- 1 1 1 1 1 1 1 1 Airport Extensions, Assessment Districts, Coastal Sage Mitigation Credits, Corporate Yards, Dedicated Streets, Electrical Transmission RNVs, Flood Control Projects, Improvement Districts, Libraries, Open Space Properties, Park Sites, Pipeline Easements, Prisons, Post Office Sites, Proposed Jail Sites, Public Right -of -Way Dedications, Railroad RNVs, Recreation Centers, Reservoir Sites, Sanitary Land Fills, Sanitation Line RNVs, Sanitation Easements, School Sites, Sewer Line Easements, Sewage Treatment Sites, Storm Drain Easements, Street Widenings, Transportation Centers, Water Line RNVs, Watershed Projects. Agricultural Acreage, Apartment Buildings, Automobile Dealerships, Banks, Bulk Plants, Cement Plants, Church Sites, Commercial Buildings, Condominium Projects, Equestrian Centers, Historical Buildings, Industrial Buildings, Industrial Subdivisions, Marinas, High Rise Medical Buildings, Mobile Home Parks, Motels, Ocean Front Properties, High Rise Office Buildings, Office Condominiums, Parking Lots, Private Beaches, Ranches, Residential Subdivisions, Riverfront Properties, Sand and Gravel Lands, Service Stations, Shopping Centers, Subdivision Acreage, Tennis Clubs, Tidelands, Trucking Facilities, Undeveloped Acreage. I 1 1 1 1 1 1 1 1 1 1 1 - . =-[ 1 Cigna Apartments - Six 200 -500 unit apartment projects located throughout Southern California.. (The Travelers) Coyote Canyon Landfill - Conservation easement. (San Joaquin Hills Corridor Agency/The Irvine Company. Coyote Hills West - 292.6 acre residential development located in Fullerton. (Chevron Land and Development Company) Deutsch Ranch - 250 acre ranch located in Oceanside. (Deutsch Co.) Eastside Pipeline Project - t5 miles permanent easements, right of way and construction easements located in Riverside County (Metropolitan Water District) 4 -S Ranch - 634 acre Specific Plan Area in North San Diego County. (Ralphs Family) Gypsum Canyon - Proposed County Jail Site located on 2,678 acres of undeveloped acreage in Orange County. (The Irvine Company) Highlands Development - Multiple phases within 7 residential subdivisions located in Anaheim Hills. (Security Pacific National Bank) Indian Head Ranch - Portion of a 640 acre desert subdivision located in Borrego Springs. (The DiGiorgio Corporation) Ivey Ranch - 750 acre planned unit development located in Oceanside. (The Estate of L.O. Ivey and Home Federal Savings 8 Loan) James Musick Facility - 100 acre prison facility with potential industrial farm uses located in El Toro. (The Irvine Company) John Wayne Tennis Club - Tennis club located in Newport Beach. (Ticor) Laguna Niguel - 4,600 acre planned unit development in Southern Orange County. (Avco Community Developers) Lake Mathews Watershed Proiect - 14 parcels within the Drainage Water Quality Management Plan located in Lake Mathews (Paragon Homes) Long Beach Airport Business Park - 4 mid to high rise office buildings adjoining Long Beach Airport (Call, Clayton, and Jensen) Marblehead Development - Multiple phases within 2 residential subdivisions in San Clemente. (Bank of America) Montebello Town Center - Regional shopping center located in Montebello. (Chevron, U.S.A.) Newberry Ranch - 2,260 acre remote desert parcel. (Father Flanagan's Boys' Home) 0 I 1 1 1 1 1 1 1 Newport Lido Medical Center - 5 and 7 story medical office buildings located in Newport Beach (Mitsui Manufacturers Bank) Norco Hills/Woodlake Development - 712 acre residential development located in Corona. (Grant/Owen) Port of Long Beach - Mitsubishi Cement Facility located in Port of Long Beach. (Mitsubishi Cement Corporation) Rancho Bernardo - 986 acres within a planned unit development in North San Diego County. (McCullough Oil Corporation) Rancho Califomia Portfolio - Various commercial, industrial, residential, mixed use and masterplanned communities located in Temecula. (Wells Fargo Bank) Rancho San Clemente - 19 undeveloped commercial and industrial parcels located in San Clemente (Emerson International) Reeves Ranch - 490 acre residential development located in San Clemente. (The Church of Jesus Christ of Latter Day Saints) Retlaw Ranch - Six ranches totaling 3,605 acres located in Riverside, Los Angeles, and San Diego Counties. ( Retlaw Enterprises, Inc.) San Luis Rev River Flood Control Proiect - 23 parcels within the Floodway and Floodplain of the San Luis Rey River, Oceanside. (City of Oceanside) Shadow Ridae - 189.3 acre (Phase I and II) residential development located in Vista. (Daon Corporation) Sunset/Vermont Medical Arts Building - 6 story medical building located in Hollywood (William Farley, Trustee) Sutter Square Galleria - 4 story shopping center within freeway airspace located in Sacramento. (Caltrans) Tech Business Center - Proposed 67 lot industrial subdivision for Mello -Roos financing. (City of Poway) 1 Interests Appraised: ' Fee Simple Estate Leased Fee Estate Leasehold Estate Sandwich Interest 1 1 (March, 1994) 1 1 1I 1 1 1 1 1 1 1 1 1 1 1 i r] L 1 1 1 CERTIFICATION I the undersigned, do hereby certify that to the best of my knowledge and belief except as otherwise noted in this report: 1) That the statements of fact contained in this report are true and correct. 2) That the reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, unbiased professional analyses, opinions, and conclusions. 3) That I have no present or prospective interest in the property or properties that are the subject of this report, and I have no personal interest or bias with respect to the parties involved. 4) That my compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event. 5) That, to the best of my knowledge and belief, the reported analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice (USPAP). 6) That I have made a personal inspection of the property or properties that are the subject of this report. 7) That no one provided significant professional assistance to the person signing this report. 8) That, the use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 9) As of the date of this report, I have completed the requirements of the continuing educafwwrpmgram of the Appraisal Institute. 1 (February, 1992) 1 u submitted, L A. Fuller, Al a P lemincOn Es row, Inc. 4425 Jamboree Road, Suite 180 Newport Beach, CA 92660 (714) 955 -0255 FAX (714) 476 -8989 City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92658 Property Address: 600 East Balboa Boulevard Balboa, CA 92661 Dear Ken: Escrow No. 8151 -J Date: September 20, 1994 The above referenced escrow closed on 09/20/94. In connection therewith, the items noted below are enclosed. Any items other than those noted, to which you may be entitled, will follow at a later date. Your recorded Deed will be mailed to you directly from the Office of the County Recorder and you should receive it in three to four weeks. - Check No. 38874 payable to you in the amount of $22,17 - Escrow Closing Statement. PLEASE RETAIN FOR INCOME TAX PURPOSES. - Letter & Agreement from Wells Fargo TAXES: The taxes on your property are currently paid to 07/01/94. The completed escrow file will be kept by this office in compliance with regulations and to enable you faster service on any future transaction involving this property. Please contact us for assistance with this or other property. It has been a pleasure to have been of service to you and we look forward to working with you again. Very truly yours, REMINGTON ESCROW, INC. Jan Soukup /Lisa Bones, Escrow Officer i 0 RhIZemina on �,�crow, Inc. 4425 Jamboree Road, Suite 180 Newport Beach, CA 92660 (714) 955 -0255 FAX (714) 476 -8989 BUYER FINAL SETTLEMENT STATEMENT PROPERTY: 600 East Balboa Boulevard Balboa, CA 92661 BUYER: City of Newport Beach FINANCIAL Total Consideration Cash Deposit Cash Deposit Credit for demol.ition PROBATIONS AND ADJUSTMENTS Taxes at 2387.19/6 mo. from 07/01/94 to 08/20/94 Taxes at 1194.71/6 mo. from 07/01/94 to 08/20/94 Taxes at 4443.41/6 mo. from 07/01/94 to 08/20/94 COMMISSION Listing Broker: MEL FUCHS PAVILION REAL ESTATE TITLE CHARGES TO STEWART TITLE CO. Recording Grant Deed ESCROW CHARGES TO REMINGTON ESCROW, INC. Escrow Fee Drawing Grant Deed REFUND TOTALS SAVE FOR INCOME TAR PURPOSES CLOSING DATE: 09/20/94 ESCROW NO.: 8151 -J DEBITS CREDITS $ 800,000.00 $ 10,000.00 776,932.00 6.250.00 7.00 1,575.00 12.50 22.17 801,616.67 649.85 325.23 1,209.59 6,250.00 801,616.67 Vj 0 * • CITY COUNCIL AGENDA NO. 19 CITY OF NEWPORT BEACH avTH'CT:' CITY OF NEVJF. , OFFICE OF THE CITY MANAGER r--- -- SEPTEMBER 12, 1994 SEP 1 21994 TO: MAYOR AND CITY COUNCIL — APPROVED FROM: ASSISTANT CITY MANAGER SUBJECT: ATM LEASE WITH WELLS FARGO BANK C-3,�)/g ACTION: If desired, approve subject lease and authorize its execution by the Mayor and the City Clerk. BACKGROUND: Part of the compensation for the acquisition of the Wells Fargo Bank in Balboa is the City providing a no -cost lease for the operation of an ATM. The attached lease was originally proposed by Wells Fargo, was edited by staff, reviewed by the City Attorney and the Risk Manager. DISCUSSION: The major terms of the Lease are as follows Term: Five years with three consecutive five year options for a total of twenty years. Rent: $1 per year. Area: Either 300 square feet within the parking lot or the existing ATM on the existing building. Use: Up to two ATM's, telephone, support, trash receptacles and other ancillary equipment. Design Approval: City shall approve all design construction and signs. Maintenance and Wells Fargo will be completely responsible for all Security: maintenance, security and utilities. Taxes: Wells Fargo is responsible for all taxes. Insurance: The Lease includes language approved by the City Attorney and the Risk Manager, requiring Wells Fargo to provide all required insurance. Hold Harmless City and Wells Fargo shall indemnify each other for incidents and Indemnity arising from their separate responsibilities. RECOMMENDATION: Approve attached lease. / Kenneth J. Ilno 0i) 17�J WELLS FARGO BANK Corporate Properties Group Southern California 333 South Grand Avenue. Ste. 840 Los Angeles, CA 90071 VIA FEDERAL EXPRESS September 16, 1994 Mr. Mel Fuchs PAVILION REAL ESTATE 700 East Balboa Boulevard Balboa, California 92661 Re: Sale of 600 East Balboa Blvd, Balboa - ATM Lease Dear Mel: Please find enclosed one original of the ATM Lease. Two copies have been retained by us for our records. Please note that Exhibits A and B have been attached. Sincerely, B. Reeve- Bailey Vice- President (213) 253 -3278 BRB:mh /FuchS6.Ltr Pnnled on ReeWetl Paper 0 ATM LEASE 0 c -301Y THIS ATM LEASE is made as of this Na day of f sc{yt-y 1994, by and between the CITY OF NEWPORT BEACH, a California municipal corporation ( "Landlord ") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ( "Tenant "). (a) Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that space of sufficient size reasonably required for Tenant to construct a kiosk to house up to two (2) automatic teller machines ( "ATMs ") and one (1) night depository box, not to exceed three hundred (300) square feet, located within that certain real property (the "Real Property ") commonly known as 600 East Balboa Boulevard, Balboa, California, as more particularly shown on the site plan (the "Site Plan ") attached hereto as Exhibit A and made a part hereof. (b) Until Landlord elects to demolish the existing building and other improvements located on the Premises. Tenant's now existing automated teller machine (the "ATM ") shall remain in place on the exterior portion of the existing building as indicated in the floor plan (the "Floor Plan ") attached hereto as Exhibit B. If Landlord elects not to demolish the existing building and other improvements located on the Real Property, Landlord covenants to use the existing building for "general public purposes' and shall not enter into any lease or other transaction granting a third party space in the existing building or other improvements located on the Real Property to use for the operation of ATMs. (c) When Landlord elects to demolish the existing building and other improvements located on the Property, then Landlord shall give Tenant no less than four (4) months notice of such election. Tenant shall be authorized to construct the kiosk to house up to two (2) ATMs on the space indicated in the Site Plan. In such event, that space shall then be deemed the "Premises" under this Lease in lieu of the portion of the existing building shown in the Floor Plan. Landlord shall use its best efforts to assist Tenant in obtaining all building and other permits to construct, install and operate such kiosk and the ATMs. Tenant shall use its best efforts to diligently construct the kiosk following Landlord's notice of election to demolish the existing building and other improvements located on the Real Property. (d) Landlord shall designate at least one (1) stall in the parking lot on the Real Property located nearest to the Premises for short term parking (not to exceed fifteen (15) minutes). -1- (a) T e initial term of this Lease shall commence on the /5r25 day of 1994, and shall expire five (5) years following that date. (b) In addition, Tenant shall have three (3) consecutive options to extend the initial term of the Lease for an additional five (5) year period each upon the same terms and conditions. Each such option shall be exercised by Tenant upon written notice to Landlord delivered at any time on or prior to the expiration of the initial term or extended term, as the case may be. During each extension term, all provisions of this Lease shall remain in full force and effect. (c) Notwithstanding the foregoing, Tenant may terminate this Lease at any time thereafter upon written notice of termination (the "notice of Termination ") delivered to Landlord. Such Notice of Termination shall set forth the effective date of the termination. 3. Annual Rent. Tenant shall pay the sum of One and 00/100 Dollar ($1.00) in annual rent during the initial term of this Lease and during each extended term thereof. 4. ,fig. The Premises may only be used by Tenant for the construction and maintenance of a free - standing kiosk for the installation and operation of (a) up to two (2) ATMs, (b) a telephone or other support system for the ATMs, (c) trash receptacles, and (d) such other equipment and accessories as are or become normally provided by Tenant in connection with the operation of an ATM facility of this type, including without limitation, a night depository box (collectively the "Tenant Improvements "). Tenant shall make no other use of the Premises without the prior written consent of Landlord. a Promptly after the satisfaction of the condition set forth in Section 25 below, Tenant shall diligently design and install or construct on the Premises, at Tenant's sole cost and expense, a free- standing kiosk to house up to two (2) ATMs, together with such other permitted uses as Tenant may desire. All such installation and construction shall be in conformity with all applicable building and zoning codes, and shall conform to the safety requirements set forth in AB 244 and any other applicable governmental law. The ATMs and all of Tenant's trade fixtures and personal property shall be and at all times remain the property of Tenant. 6. Erection of Signs. Notwithstanding anything to the contrary contained in this Lease, Tenant may, at Tenant's sole expense, erect within the Premises and on the exterior walls, windows and doors of the Premises, signs identifying and advertising the ATMs and Tenant's company name. Installation of any signs shall conform to all applicable building, zoning and other regulations of any applicable governmental authority. All such signs shall at all times remain the property of Tenant. -2 7. Maintenance of ATMs. Once installed, Tenant shall use its best efforts to operate the ATMs on a twenty -four (24) hour basis. Tenant shall have the right, however, to suspend operation for periodic maintenance inspections, balancing adjustments, servicing operations or other maintenance purposes. Landlord acknowledges that despite Tenant's best efforts, the ATMs may be rendered inoperative for various periods of time due to breakdowns, operations failures or other reasons. Tenant shall have the right to service the ATMs at all times, including times which are outside normal business hours or on days other than normal business days. Landlord shall provide. Tenant with all necessary vehicular and pedestrian access and all authorizations, keys and other assistance necessary to permit Tenant to service the ATMs at any time without prior notice to Landlord. Tenant may engage an independent contractor to perform Tenant's maintenance obligations hereunder. 8. Removal of ATMs. Upon the expiration or other termination of this Lease, Tenant shall remove the free- standing kiosk, the ATMs, Tenant's signs and Tenant's other trade fixtures and personal property from the Premises, and restore the Premises to a clean and orderly condition, at Tenant's sole cost and expense. Such removal shall occur not more than sixty (60) days after the expiration or other termination of this Lease. 9. Maintenance of Premises. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair. Tenant shall, at all times during the term of this Lease and any renewal or extension hereof, maintain the Premises in a clean and orderly condition at Tenant's sole cost and expense, and shall, upon termination of this Lease, surrender the Premises to Landlord in a clean, safe and orderly condition. Landlord shall maintain the existing building and other improvements located on the Real Property (other than the Premises), including without limitation the parking lot and landscaping. 10. Alterations. Additions and Improvements. Except for the Tenant Improvements and the signs described in Section 6 above, Tenant shall not make any alterations, additions or improvements to the Premises without obtaining the prior written consent of Landlord, such consent not to be unreasonably withheld. Should Landlord consent to the making of any such alterations, additions or improvements by Tenant, such alterations, additions or improvements shall be made at the sole cost and expense of Tenant by a contractor or other person selected by Tenant and approved in writing by Landlord before the work commences. Except as provided otherwise in this Lease, any and all alterations, additions or improvements shall on termination of this Lease become the property of Landlord and shall remain on the Premises. 11. Services and Utilities. Landlord shall allow Tenant, at Tenant's sole expense, to extend to the Premises all electricity, telecommunication lines and other utilities required for the use and occupation of the Premises and the operation of the ATMs. IM 0 12. Security. • (a) Tenant is solely responsible for all security with respect to AB 244 regulations as they pertain to safety for operation of ATM facilities. 13. Taxes. Tenant understands that this Lease may create a possessory interest and shall pay any real estate tax, levy or assessment on the Premises. 14. Damage or Destruction. Should the Premises or the kiosk be damaged or destroyed by any cause not due to the negligent or willful act of Landlord, Tenant shall, at its own cost and expense, promptly repair the same. Should said damage or destruction substantially impair, in the reasonable judgment of Tenant, the satisfactory operation of the ATMs, Tenant may terminate this Lease by providing Landlord written notice of such termination not more than thirty (30) days following the occurrence of such damage or destruction. 15. Assignment and Subletting. Tenant may not assign this Lease or sublease all or part of the Premises (including to any affiliated entity of Tenant or successor of Tenant by merger or otherwise) unless first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld. 16. Insurance. (a) General Liability Coverage -- Tenant agrees to procure and maintain at all times during the term of this Lease, and any extensions thereof, a policy of Commercial General Liability Insurance, which includes Broad Form Property damage. Such policy shall provide limits of at least $1,000,000 combined single limit per occurrence. Tenant shall be named insured and Landlord be named additional insured in said insurance policy. Insurance provided should be Best's Guide rated at A:VII and be admitted insurer in the State of California. Tenant shall notify Landlord in writing at least (30) days prior to any changes or cancellation of said policy, and shall deliver evidence of said insurance for Landlord approval prior to commencement of the term of this Lease. i. Reporting Provisions -- Any failure by the Tenant to comply with the reporting provisions of this insurance policy shall not affect coverage provided to the Landlord. ii. Hold Harmless -- The Tenant shall indemnify and hold harmless the Landlord and its officers, officials, employees and agents from and against all claims, damages, losses, and expenses including attorney fees arising out of the performance of the Lease Agreement, caused in whole or in part by any negligent act or omission of the Tenant, anyone directly or indirectly employed by the Tenant for whose acts any of them may be liable. =e • • iii. Primacy Insurance -- This insurance provided by the Tenant shall provide primary insurance to the Landlord to the exclusion of any other insurance or self- insurance program the Landlord may carry with respects to claims and injuries arising out of activities of the Tenant or otherwise insured hereunder. iv. 5everability of Interest -- The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respects to the company's limit of liability. V. Waiver of Subrogation -- The Tenant's insurer will waive the right of subrogation against the Landlord. (a) Auto Liability Coverage -- This insurance is required for the use of Tenant's business autos on the premises at limits of $1,000,000 combined single limit per occurrence for property damage and personal injury. (b) Worker's Compensation Coveraa -- The Tenant will provide proof of workers compensation insurance with statutory limits per California State Law and with Employers' Liability of $1,000,000. 17. Default. The occurrence of any one ore more of the following event shall constitute an event of default under this Lease. (a) The failure by Tenant or Landlord to observe or perform any of the covenants, conditions or other provisions of this Lease required to be observed or performed by Tenant or Landlord, as the case may be, where such failure shall continue for a period of thirty (30) days after written notice thereof by the other party hereto. (b) The making by Tenant or Landlord of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant or Landlord of a petition to have Tenant or Landlord adjudged a bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy, unless, in the case of a petition filed against Tenant or Landlord, the same is dismissed within sixty (60) days; or the appointment of a trustee or a receiver to take possession of, or the attachment, execution or other seizure of substantially all of Tenant's or Landlord's assets located at Premises, as the case may be, or of Tenant's or Landlord's interest in this Lease, where such possessions, attachment, execution or other seizure is not restored to Tenant or Landlord, as the case may be, within thirty (30) days. 18. Remedies on Default. In the event of any default by Tenant or Landlord then, in addition to any other remedies available to the other party hereto at law or in equity, such other party may: (a) Continue this Lease in effect and thereby be entitled to enforce all rights and remedies under this Lease; or -5- • • (b) Terminate this Lease by providing written notice to the defaulting party of such intention and recover from such defaulting party any amount necessary to compensate such other party for all detriment negligently or willfully caused by such defaulting party's failure to perform its obligations under this Lease. 19. Notices. Any notice required or permitted by this Lease to be provided to either party hereto by the other party hereto shall be in writing and shall be deemed duly provided when personally delivered to the party to which it is directed or, in lieu of such personal delivery, three (3) days after deposit in the United States mail, sent certified mail with first -class postage prepaid, and addressed as follows: City of Newport Beach 3330 Newport Boulevard Newport Beach, CA 92658 Attn: City Manager Wells Fargo Bank Corporate Properties Group 111 Sutter Street, 22nd FI, San Francisco, CA 94163 Attn: Lease Administration with copy to: Wells Fargo Bank Corporate Properties Group 333 So. Grand Avenue #840 Los Angeles, CA 900771 Attn: Manager Either party hereto may by written notice to the other party hereto specify a different address for notice purposes or add one additional address for notice purposes. 20. Attorneys' Fees. In the event of any litigation between Landlord and Tenant in connection with this Lease, the prevailing party shall be entitled to recover from the other party hereto, in addition to such other relief as may be granted, such reasonable attorneys' fees incurred by the prevailing party in instituting or defending such litigation, together with such reasonable costs and expenses of litigation as may be allowed by the court. 21. Time of Essence. Time is expressly declared to be the essence of this Lease. 22. Waivers. No waiver of either party hereto of any provision of this Lease shall be deemed a waiver of any other provision hereof or of any subsequent breach by such party of the same or any other provision. • • 23. Entire Agreement. This Lease constitutes the entire agreement between the parties hereto with respect to the leasing of the Land, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. In the event of a conflict between the terms and provisions of this Lease and the terms and provisions of any other agreement, instrument or document, the terms and provisions of this Lease shall prevail. No provision of this Lease may be amended except by an agreement in writing executed by the parties hereto. 24. Indemnity. Landlord hereby indemnifies and holds Tenant harmless from and against all claims, actions, costs (including, but not limited to, court costs and attorneys' fees), judgments, liabilities or damages arising out of or resulting from personal injury or property damage of any kind which occurs as a result of Landlord's ownership or operation of the parking lot. Tenant hereby indemnifies and holds Landlord harmless from and against all claims, actions, costs (including, but not limited to, court costs and attorneys' fees), judgments, liabilities or damage arising out of or resulting from personal injury or property damage of any kind which occurs as a result of the operation, maintenance or presence of the ATM, kiosk or other Tenant improvements. 25. Condition to Lease. This Lease and the parties' obligations hereunder are conditioned upon (i) Tenant obtaining and necessary approval of the Comptroller of Currency to the installation and operation of the ATMs on the Premises no later than ninety (90) days after the date of this Lease; and (ii) approval of Tenant's senior management. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first set forth above. TENANT LANDLORD WELLS FARGO BANK, CITY OF NEWPORT BEACH, NATIONAL ASSOCIATION, a California Municipal a national banking association corporation By: Its: JUL I By: �flha' Its: //, �t7h -Sr 7L -7- 0 �. .i /_ 0 E _ E � 1 2N 1, 3 w Now h x x H U7 H H a z el 7� h .� ,.n P 4 >< R K. o. 1 Z p .� C Z n Y rp ro i U A o i r i L] IA r D P H H r? I� I M-q R °` ` i • CITY OF NEWPORT BEACH OFFICE OF THE CITY ATTORNEY August 26, 1994 TO: Ken Delino, Asst. City Manager FROM: Robin Clauson, Asst. City Attorney RE: ATM Lease In light of the potential dangers which surround ATM's, i.e., assaults, holdups, robberies, etc., I reviewed this Lease with protection to the City in mind. My comments are as follows: The definition of "premises" in the first paragraph is a little confusing. It appears that there is currently an ATM on the site operating within the building, even though the rest of the bank is closed. If that is the case, the Lease should just reflect the fact that the ATM in the existing building may continue to be used subject to the applicable terms and conditions of the Lease, until such time as the building is demolished. The "premises" for the future ATM should be described clearly on the Site Plan as to where they can locate and how much area they can take up. Paragraph lc is not clear whether they can put the ATM's in immediately after the Building is demolished. I have guessed that the ATM's can not go in until the parking lot improvements are completed. The Paragraph 2a regarding the term of the agreement is confusing. Especially if there is currently an ATM operational. The Lease should just be five years, with consecutive options to extend. One concern is that there is no provision in this Lease to cancel the Lease under any circumstances except for very limited default terms. Therefore, under this Lease, Wells Fargo is guaranteed to continue operating an ATM for one dollar a year, for 20 years. This may be the terms of the Agreement for Purchase, I don't know. I'm just pointing it out. In either Paragraph 4 or 5, it should be made clear how much space the kiosk and tenant improvements can take up. Paragraph la indicates 300 feet, since I didn't have a copy of Exhibit A, the Site Plan, I'm not sure if it's clear on the Site Plan. It should be clear that the improvements and the signs should comply with Title 20. In Paragraph 8, it states that a tenant has the right to • • remove everything once the Agreement expires or is terminated. In other words, they have the option to just leave everything for us to clean up. Shouldn't we require them to remove everything and leave the property in good and safe condition? The Paragraph on insurance should probably be run by Lauren Farley. She is currently working on an insurance requirements matrix for the City and I have some concerns about the mutual waiving of subrogation or other rights of recovery in this Paragraph. Paragraph 24 should narrowly limit our indemnification requirements. The 11100 feet from the premises" provision probably causes more of a problem than solves problems. What if there is a robbery of an ATM user 102 feet from the kiosk? This provision should be eliminated and it should be clear that their indemnification to the City is for liabilities which arise as a result of the operation, maintenance, and /or presence of their facilities. I would also Agreement and a negotiations and questions, please RC:wb vbWelinatmy.mem recommend an attorneys fees' clause in this provision that this Agreement represents all agreements of the parties. If you have any call. Thanks. i w March 8, 1994 TO: DEPUTY CITY MANAGER FROM: TRAFFIC ENGINEER SUBJECT: LEASE OF WELLS FARGO PROPERTY C] There are presently 19 regular spaces and two handicap spaces in the lot. Only one handicap space is required for this size facility, but the revenue assumptions do not include this change as it is likely that users of the ATM will not put money in the meter. The following assumptions were used for this analysis: - meters at $0.50 /hour - meters in operation 12 hours /day - 50% occupancy on an annual basis Revenue Generated = $21.000 per vear Cost of meter installation = $8.000 The cost includes removal of three trees which are located where meters must be installed. It also includes root pruning the coral tree in the middle of the lot and patching the area with asphalt. Please give me a call if you have any questions on the above information. *Ric=ndmonston 3 LI FILE No. 009 01/06 '93 2153 6LANIERFAX6500 REQUEST FOR TAXPAYER INFORMATION Required In lieu of IRS form W-9 and California Franchise Tax Board form 590 PAGE 2 STEP 1 NAME AND ADDRESS Provide name and addre9a. Business Na C a {Sole pr pr eto(s� see instructions on r' T') o II7PW -t eac a1i a�lv Personal Nam (If applicable; if jointnam s, list first and circle the name of the person or entity whose number is used in Step 2) Address to .. � I.A3 I /zf uqy,. aw1u, ur PLEASE NOTE: The name(s) used above (business and /or personal) mustagree EXACTLY with the IRS or Social Security Administration's recordsfor the taxpayer Identification number (TIN) listed below. STEP 2 TYPE OF BUSINESS, TAXPAYER IDENTIFICATION NUM AND RESIDENT /NONRESIDENT STATUS Check box Indicating type of business entity Provide taxpayer identification number (It different from above; enter only one TIN), [CORPORATION 0 hNDIVIDUALJSCLE PROPRIETOR F7PARTNER5HIP (1 1 1/� 1� A � OTHER (Explaln) u 3 C`l V �. \ \ K nOR0.� t b ' �/ T (Federal Employer Identification Number) (Social Security Number -- reg/stered name MUST be Included In Step 1) 191st =141 Qgo, -7ls/l OR I I I I -I i 1 -.1 1 1 1 1 (ENTER ONLY ONE TIM 0 RESIDENT © NONFESIDENT(Sao R&Wse) Y Pn"ndchlncwlth a nnrmannnf Winne of h„ePn nee In ...III STEP 3 PAYMENTS FOR. MATERIALS, PRODUCTS,OR GOODS A9E ALL PAYMENTS MADE FOR MATERIALS, PRODUCTS, OR GOCOS 4 Q YES O NO 4 NO SOURCE INCOME AAE ALL PAYMENTS FOR INCOME (E.G.. SERVICES OR RENT) EARNED OUTSIDE CALIFORNIA 7 Q YES = 'ND STEP °'5. SIGNATURE, TITLE, DATE AND: TELEPHONE .NUMBER An authorized representative must slon and date thls'form,and include a ohonezriumber; I hereby certify under penalty of perjury that the information provided on this document is true and correct. If the above residency status should change, or If payments made by Walls Fargo Bank otherwise become subject to California withholding, I will promptly inform you. Authofted Vendor Rapresentative's Name (Type or Print) KENNr f U N O Titl 4. , C4 G4ANA-C-E12 (1�i Signeltx'e - to .. � I.A3 I /zf a ep cna (7 /y ) Gq1/ -36oa u TO •; AU =0 FAX (415) 399 -7155 VYELLS FARGO BAN( - Lorre Zuppan CORPORATE PROPERTIES GFIOUP, MAC #0188 -229 111 SITTER STREET, 22nd FLOOR SAN FRANCISCO, CA D4183 W I I i i • 9 Ileminqon crow, Ins. 4425 Jamboree Road, Suite 180 Newport Beach, CA 92660 (714) 955 -0255 FAX (714) 476 -8989 BUYER FINAL SETTLEMENT STATEMENT PROPERTY: 600 East Balboa Boulevard Balboa, CA 92661 BUYER: City of Newport Beach FINANCIAL Total Consideration Cash Deposit Cash Deposit Credit for demolition PRORATIONS AND ADJUSTMENTS Taxes at 2387.19/6 mo. from 07/01/94 to 08/20/94 Taxes at 1194.71/6 mo. from 07/01/94 to 08/20/94 Taxes at 4443.41/6 mo. from 07/01/94 to 08/20/94 COMMISSION Listing Broker: MEL FUCHS PAVILION REAL ESTATE TITLE CHARGES TO STEWART TITLE CO. Recording Grant Deed ESCROW CHARGES TO REMINGTON ESCROW, INC.. Escrow Fee Drawing Grant Deed REFUND CLOSING DATE: 09/20/94 ESCROW NO.: 8151 -J DEBITS $ 800,000.00 7.00 1,575.00 12.50 22.17 TOTALS 801,616.67 SAVE FOR INCOME TAX PURPOSES n CREDITS 10,000.00 776,932.00 6,250.00 649.85 325.23 1,209.59 6,250.00 801,616.67 I,Zemiixpon y,� ow, Inc. 4425 Jamboree Road, Suite 180 Newport Beach, CA 92660 (714) 955 -0255 TAX (714) 476 -8989 Escrow Officer Jan Soukup /Lisa Bones PROPERTY ADDRESS: 600 East Balboa Boulevard, Balboa, CA 92661 Escrow No. 8151 -J Date: August 15, 1994 The previous instructions in the above numbered escrow are hereby modified and /or supplemented in the following particulars only: From proceeds due Seller, credit Buyer the sum of $6,250.00 and from Commission due Mel Fuchs Pavilion Real Estate, credit Buyer the sum of $6,250.00 to cover the cost of demolishing the existing structure. Each of the parties states they have read the foregoing, instructions and understands and agrees to them. City of Newport Beach, a California Corporation Buyer Wells Fargo Bank, National Association, a California Corporation Seller: Seller: Buyer: Mel Fuchs Pavilion Real Estate Mel Fuchs GREENLEAF F4( 1[11P* Grading Co., Inc. DENO AND GRALIE 714 e4e. 0167 P X91 -# <o y o Demolition and Grading Contractors 7702 YUKON DRIVE • HUNTINGTON BEACH, CALIFORNIA 92648 • (714) 842.7655 Lic. #685419 ESTIMATE FOR SUBCONTRACT TO: _-Mel C A r 700_ 'EaJI 6AA4A l- 8" t,_c_a_ 9 2 G 6 PHONE: 71y ig V / 2 n Z We hereby submit specifications and estimates for: tocwoliSA Cy 4-elver 0h five. DATE 0 '1s %y JOB: "41* am 161 /s aM� reu,o✓c �L;l�( ?M� , ld r'[rd 1, ICLe /117 iN C �4d iN� �Oh CYC7�P, We propose to furnish labor and materials, complete ine accordance with the above specifications, for the sum of _T_lais e ,fcl�+a( Luc 4L,a_JKv dollars($ 12.d'OV,QO ). The entire amount of contract to be paid within O days after completion. This proposal for Greenleaf. Grading does not Include hazardous materials or contaminants of any kind. All workto be completed in a workmanlike manner according to standard practices. Any alteration or deviation from above specifications involving extra costs will become an extra charge over and above this estimate. This estimate Is subject to acceptance by` !Z - /,, ,199y or is void thereafter at the option of the undersigned. 9-1 4AA. D Authorized Signature Greenleaf Grading Co., Inc. ACCEPTANCE: The above estimate is hereby accepted. You are authorized to commence work as specified. Paymentwill be made as outline above. If payment is not made as agreed; I agree to pay 15% interest plus attorney fees and court costs. Date Authorized Signature ghr-teming on Usc-rov, Inc. 4425 Jamboree Road, Suite 180 Newport Beach, CA 92660 (714) 955 -0255 FAX (714) 476 -8989 Escrow Officer Jan Soukup /Lisa Bones PROPERTY ADDRESS: 600 East Balboa Boulevard, Balboa, CA 92661 Escrow No. 8151 -J Date: June 9, 1994 The previous instructions in the above numbered escrow are hereby modified and /or supplemented in the following particulars only: Buyer herein acknowledges receipt. (A a copy of the preliminary title report issued on the subject property and approves same. Each of the parties states they have read the foregoing instructions and understands and agrees to them. City of Newport Beach, a California Corporation Buyer Buyer: By: 0 STEWART TITLE 2010 MAIN STREET, #250 - IRVINE, (714) 476 -0777 FAX NO. (714) MEMBER CALIFORNIA LAND TITLE OUR NO. 115984 -02 ATTN: JAN REMINGTON ESCROW 4425 JAMBOREE #180 NEWPORT BEACH, CALIFORNIA PRELIMINARY REPORT CALIFORNIA 9.2714 756 -6077 ASSOCIATION YOUR NO. 8151 -J DATED AS OF JUNE 02, 1994 AT 7:30 A.M. IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, STEWART TITLE HEREBY REPORTS THAT IT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED, AS OF THE DATE HEREOF, A STEWART TITLE GUARANTY COMPANY 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 REFERENCED TO AS AN EXCEPTION ON SCHEDULE B 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 OF SAID POLICY OR POLICIES ARE SET FORTH IN THE ATTACHED LIST. COPIES OF THE POLICY FORMS SHOULD BE READ. THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT. THIS REPORT, (AND ANY SUPPLEMENTS OR AMENDMENTS THERETO) 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. MARTY O'LEARY TITLE OFFICER 0 115984 -02 THE FORM OF THE POLICY OF TITLE INSURANCE CONTEMPLATED BY THIS REPORT IS: 1. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY (X) 2. AMERICAN LAND TITLE ASSOCIATION OWNERS POLICY FORM B 3. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY 4. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY 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: WELLS FARGO BANK, NATIONAL ASSOCIATION • 0 SCHEDULE A (CONTINUED) 115984 -02 DESCRIPTION: THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOTS 1 TO 6 INCLUSIVE IN BLOCK 7 OF BALBOA TRACT, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 4, PAGE 11 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. MORE PARTICULARLY DESCRIBED AS PARCEL 1, AS SHOWN ON A MAP FILED IN BOOK 117, PAGE 24 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 0 0 115984 -02 SCHEDULE B AT THE DATE HEREOF, EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS CONTAINED IN SAID POLICY OR POLICIES WOULD BE AS FOLLOWS: A. GENERAL AND SPECIAL CITY AND /OR COUNTY TAXES FOR THE FISCAL YEAR 1994 -1995 A LIEN NOT YET DUE AND PAYABLE. B. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. C. THE LIEN OF ANY SPECIAL TAX RESULTING FROM THE INCLUSION OF THE PROPERTY IN A SPECIAL ASSESSMENT DISTRICT OR MELLO -ROOS COMMUNITY FACILITIES 'DISTRICT IN ACCORDANCE WITH THE CODES, WHICH MAY EXIST BY VIRTUE OF ASSESSMENT MAPS OR NOTICES FILED AND /OR RECORDED BY ANY SUCH DISTRICT. ASSESSMENTS, IF ANY, ARISING FROM SUCH ASSESSMENT DISTRICTS WILL BE COLLECTED ALONG WITH THE REGULAR ORANGE COUNTY REAL ESTATE TAXES. 1. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY NEWPORT BAY INVESTMENT COMPANY RECORDED MAY 24, 1912 IN BOOK 153, PAGE 186, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 1 2. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY NEWPORT BAY INVESTMENT COMPANY RECORDED OCTOBER 13, 1911 IN BOOK 153, PAGE 161, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 2 3. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY I NEWPORT BAY INVESTMENT COMPANY RECORDED OCTOBER 31, 1911 IN BOOK 153, PAGE 164, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 3 4. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY NEWPORT BAY INVESTMENT COMPANY, A CORPORATION RECORDED IN BOOK 153, PAGE 125, OF DEEDS Ll 115984 -02 RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 6 5. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY I NEWPORT BAY INVESTMENT COMPANY, A CORPORATION RECORDED IN BOOK 153, PAGE 155, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 4 6. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE DEED, EXECUTED BY NEWPORT BAY INVESTMENT COMPANY, A CORPORATION RECORDED IN BOOK 153, PAGE 222, OF DEEDS RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. SAID MATTER AFFECTS: LOT 5 7. PROVISIONS OF THE DEDICATION STATEMENT ON THE MAP OF THE TRACT SHOWN BELOW, WHICH RELINQUISH CERTAIN RIGHTS OF INGRESS AND EGRESS TO THE PUBLIC STREET HEREIN NAMED, UPON THE TERMS THEREIN, EXCEPT FOR THE GENERAL PUBLIC RIGHT TO TRAVEL FOR THE SAME TRACT PARCEL MAP IN BOOK 117, PAGE 24 OF PARCEL MAPS STREET AFFECTED BALBOA BOULEVARD SAID LAND, HOWEVER, ABUTS ON A PUBLIC THROUGHFARE OTHER THAN THE STREETS REFERRED TO ABOVE, OVER WHICH RIGHTS OF VEHICULAR INGRESS AND EGRESS HAVE NOT BEEN RELINQUISHED. 8. AN EASEMENT'AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED•HEREIN, AND INCIDENTAL PURPOSES, SHOWN OR DEDICATED BY THE MAP OF TRACT PARCEL MAP IN BOOK 117, PAGE 24 OF PARCEL MAPS IN FAVOR OF THE PUBLIC FOR ALLEY AFFECTS THE SOUTHEAST 5 FEET OF SAID LAND 9. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, SHOWN OR DEDICATED BY THE MAP OF TRACT PARCEL MAP IN BOOK 117, PAGE 24 OF PARCEL MAPS IN FAVOR OF THE PUBLIC FOR STREET, SIDEWALK AND PEDESTRIAN PURPOSES AFFECTS THE SOUTHWEST 2 FEET OF SAID LAND AND OVER THOSE PORTIONS WITHIN BALBOA BOULEVARD AND PALM STREET AS SHOWN ON SAID MAP NOTES: 1) SHORT TERM RATE. 115984 -02 2) TAXES FOR THE FISCAL YEAR 1993 -94 HAVE BEEN PAID. FOR YOUR INFORMATION THE INSTALLMENTS AMOUNTS FOR THE REGULAR TAX BILL WERE: FIRST INSTALLMENT $2,387.19, PAID SECOND INSTALLMENT $2,387.19, PAID EXEMPTION $NONE CODE AREA 07001 PARCEL NUMBER 048- 116 -01 3) TAXES FOR THE FISCAL YEAR 1993 -94 HAVE BEEN PAID INFORMATION THE INSTALLMENTS AMOUNTS FOR THE REGULAR WERE: FIRST INSTALLMENT $1,194.71, PAID SECOND INSTALLMENT $1,194.71, PAID EXEMPTION $NONE CODE AREA 07001 PARCEL NUMBER 048 - 116 -02 4) TAXES FOR THE FISCAL YEAR 1993 -94 HAVE BEEN PAID. INFORMATION THE INSTALLMENTS AMOUNTS FOR THE REGULAR WERE: FIRST INSTALLMENT $4,443.41, PAID SECOND INSTALLMENT $4,443.41, PAID EXEMPTION $NONE CODE AREA 07001 PARCEL NUMBER 048- 116 -03 FOR YOUR TAX BILL FOR YOUR TAX BILL ADDITIONAL NOTE: DIRECT WIRE TRANSFERS TO: FIRST INTERSTATE BANK SANTA ANA MAIN OFFICE 1018 NORTH MAIN STREET SANTA ANA, CALIFORNIA (714) 647 -4777 ABA ROUTING NUMBER: #122000218 CREDIT: STEWART TITLE OF CALIFORNIA ACCOUNT NUMBER: 180 - 863 -103 PLEASE REFERENCE: ESCROW /TITLE OFFICER ESCROW /TITLE NUMBER 't cyPREss ° p 6 \ d CYORESS STREET Y 2 O �s %nnn ^�tinno i bTd Qsn wwy� uun�, a v iii ''a �t �t �3 bLN q4t• N o' m H ; > y N rl N 2 � N �aa AT� 6 N N P W n m 0 a n N A n I� m ii y � N T2 M Iw•. ao' b' r O o. I O G eg N y l AL Y 46 ! a 1 N 1 N 1 I 1 a, PAL14 t.cvnt < 1 h n 1 1 M b l •�1 1 1 N 1 1 1 I< 1 11 a 7 1 r n O io sTa�Er o. l yrvlc N a' y1 Cl a ^ O , •e' is � ; a ♦f Oa w ON n K' s -- O - O OVI , O v U O ' � � 1 •. I I I "1 I STREET•`,f I � O 1 hd� 0 U o o A A n < i, i� CV .; a �gC1. < U N :< ..SE t sTmtfrl STREET t �O O �:�^� n es ul ; 30 t, rjD pl n Fin mil 1 e, AOAMS Iw•. ao' b' r O o. I O G eg N y l AL Y 46 ! a 1 N 1 N 1 I 1 a, PAL14 t.cvnt < 1 h n 1 1 M b l •�1 1 1 N 1 1 1 I< 1 11 a 7 1 r n O io sTa�Er o. l yrvlc N a' y1 Cl a ^ O , •e' is � ; a ♦f Oa w ON n K' s -- O - O OVI , O v U O ' � � 1 •. I I I "1 I STREET•`,f I � O 1 hd� 0 U o o A A n < i, i� CV .; a �gC1. < U N :< ..SE t sTmtfrl STREET t �O O �:�^� n es ul 1 � i pl n Fin i � 1 - - � M I ily 1 I 1 1�1 1 I 4O\ 1 f It 1^ O 2 c in i O ! --- -- - - - - -a ly 1 � I i ✓ 13 1 1 vo�1 ai •e __ - -4- Li -1 I WASHIAvrov' Y 1 rrow .rr.HOCwro , JTRrr7) �=k :LTA M. tLIMINARY REPORT A 0 2. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (6 -1 -87) EXCLUSIONS V ADDITION TO THE EXCEPTIONS IN SCHEDULE B, YOU ARE NOT INSURED AGAINST LOSS, COSTS, ATTORNEYS' FEES, AND XPENSES RESULTING FROM: . GOVERNMENTAL POLICE POWER, AND THE EXISTENCE OR VIOLATION OF ANY LAW OR GOVERNMENTAL REGULATION. THIS INCLUDES BUILDING AND ZONING ORDINANCES AND ALSO LAWS AND REGULATIONS CONCERNING: * LAND USE * IMPROVEMENTS ON THE LAND * LAND DIVISION * ENVIRONMENTAL PROTECTION THIS EXCLUSION DOES NOT APPLY TO VIOLATIONS OR THE ENFORCEMENT OF THESE MATTERS WHICH APPEAR IN THE PUBLIC RECORDS AT POLICY DATE. THIS EXCLUSION DOES NOT LIMIT THE ZONING COVERAGE DESCRIBED IN ITEMS 12 AND 13 OF COVERED TITLE RISKS. THE RIGHT TO TAKE THE LAND BY CONDEMNING IT, UNLESS: * A NOTICE OF EXERCISING THE RIGHT APPEARS IN THE PUBLIC RECORDS ON THE POLICY DATE * THE TAKING HAPPENED PRIOR TO THE POLICY DATE AND IS BINDING ON YOU IF YOU BOUGHT THE LAND WITHOUT KNOWING OF THE TAKING TITLE RISKS: * THAT ARE CREATED, ALLOWED, OR AGREED TO BY YOU THAT ARE KNOWN TO YOU, BUT NOT TO US, ON THE POLICY DATE - - UNLESS THEY APPEARED IN THE PUBLIC RECORDS * THAT RESULT IN NO LOSS TO YOU * THAT FIRST AFFECT YOUR TITLE AFTER THE POLICY DATE - - THIS DOES NOT LIMIT THE LABOR AND MATERIAL LIEN COVERAGE IN ITEM 8 OF COVERED TITLE RISKS FAILURE TO PAY VALUE FOR YOUR TITLE. LACK OF A RIGHT: • TO ANY LAND OUTSIDE THE AREA SPECIFICALLY DESCRIBED AND REFERRED TO IN ITEM 3 OF SCHEDULE A OR • IN STREETS, ALLEYS, OR WATERWAYS THAT TOUCH YOUR LAND THIS EXCLUSION DOES NOT LIMIT THE ACCESS COVERAGE IN ITEM 5 OF COVERED TITLE RISKS. 3. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (4 -6 -90) WITH ALTA ENDORSEMENT - FORM 1 COVERAGE AND AMERICAN 'LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (4 -6 -90) WITH ALTA ENDORSEMENT - FORM 1 COVERAGE EXCLUSIONS AND COVERAGE 'HE FOLLOWING MATTERS ARE EXPRESSLY EXCLUDED FROM THE COVERAGE OF THIS POLICY AND THE COMPANY WILL NOT PAY OSS OR DAMAGE, COSTS, ATTORNEY'S FEES OR EXPENSES WHICH ARISE BY REASON OF: (A) ANY LAW, ORDINANCE OR GOVERNMENTAL REGULATION (INCLUDING BUT NOT LIMITED TO BUILDING AND ZONING LAWS, ORDINANCES, OR REGULATIONS) RESTRICTING, REGULATING, PROHIBITING OR RELATING TO (I) THE OCCUPANCY, USE, OR ENJOYMENT OF THE LAND; (11) THE CHARACTER, DIMENSIONS OR LOCATION OF ANY IMPROVEMENT NOW OR HEREAFTER ERECTED ON THE LAND; (111) A SEPARATION IN OWNERSHIP OR A CHANGE IN THE DIMENSIONS OR AREA OF THE LAND OR ANY PARCEL OF WHICH THE LAND IS OR WAS A PART; OR (IV) ENVIRONMENTAL PROTECTION, OR THE EFFECT OF ANY VIOLATION OF THESE LAWS, ORDINANCES OR GOVERNMENTAL REGULATIONS, EXCEPT TO THE EXTENT THAT A NOTICE OF THE ENFORCEMENT THEREOF OR A NOTICE OF A DEFECT, LIEN OR ENCUMBRANCE RESULTING FROM A VIOLATION OR ALLEGED VIOLATION AFFECTING THE LAND HAS BEEN RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY. IB) ANY GOVERNMENTAL POLICE POWER NOT EXCLUDED BY (A) ABOVE, EXCEPT TO THE EXTENT THAT A NOTICE OF THE EXERCISE THEREOF OR A NOTICE OF A DEFECT, LIEN OR ENCUMBRANCE RESULTING FROM A VIOLATION OR ALLEGED VIOLATION AFFECTING THE LAND HAS BEEN RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY. RIGHTS OF EMINENT DOMAIN UNLESS NOTICE OF THE EXERCISE THEREOF HAS BEEN RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY, BUT NOT EXCLUDING FROM COVERAGE ANY TAKING WHICH HAS OCCURRED PRIOR TO DATE OF POLICY WHICH WOULD BE BINDING ON THE RIGHTS OF A PURCHASER FOR VALUE WITHOUT KNOWLEDGE. (LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS CONTINUED ON NEXT PAGE) REV. 1990 STEWART TITLE PAGE 2 OF 4 GUARANTY COMPANY CLTA PRELIMINARY REPORT Ff • 3. DEFECTS, LIENS, ENCUMBRANCES, ADVERSE CLAIMS OR OTHER MATTERS: (AI CREATED, SUFFERED, ASSUMED OR AGREED TO BY THE INSURED CLAIMANT; (B) NOT KNOWN TO THE COMPANY; NOT RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY, BUT KNOWN TO THE INSURED CLAIMANT AND NOT DISCLOSED IN WRITING TO THE COMPANY BY THE INSURED CLAIMANT PRIOR TO THE DATE THE INSURED CLAIMANT BECAME AN INSURED UNDER THIS POLICY; (C) RESULTING IN NO LOSS OR DAMAGE TO THE INSURED CLAIMANT; (D) ATTACHING OR CREATED SUBSEQUENT TO DATE OF POLICY (EXCEPT TO THE EXTENT THAT THIS POLICY INSURES THE PRIORITY OF THE LIEN OF THE INSURED MORTGAGE OVER ANY STATUTORY LIEN FOR SERVICES, LABOR OR MATERIAL OR TO THE EXTENT INSURANCE IS AFFORDED HEREIN AS TO THE ASSESSMENTS FOR STREET IMPROVEMENTS UNDER CONSTRUCTION OR COMPLETED AT DATE OF POLICY); OR (E) RESULTING IN LOSS OR DAMAGE WHICH WOULD NOT HAVE BEEN SUSTAINED IF THE INSURED CLAIMANT HAD PAID VALUE FOR THE INSURED MORTGAGE. 4. UNENFORCEABILITY OF THE LIEN OF THE INSURED MORTGAGE BECAUSE OF THE INABILITY OR FAILURE OF THE INSURED AT DATE OF POLICY, OR THE INABILITY OR FAILURE OF ANY SUBSEQUENT OWNER OF THE INDEBTEDNESS, TO COMPLY WITH APPLICABLE DOING BUSINESS LAWS OF THE STATE IN WHICH THE LAND IS SITUATED. 5. INVALIDITY OR UNENFORCEABILITY OF THE LIEN OF THE INSURED MORTGAGE, OR CLAIM. THEREOF, WHICH ARISES OUT OF THE TRANSACTION EVIDENCED BY THE INSURED MORTGAGE AND IS BASED UPON USURY OR ANY CONSUMER CREDIT PROTECTION OR TRUTN IN LENDING LAW. 6. ANY STATUTORY LIEN FOR SERVICES. LABOR OR MATERIALS (OR THE CLAIM OF PRIORITY OF ANY STATUTORY LIEN FOR SERVICES, LABOR OR MATERIALS OVER THE LIEN OF THE INSURED MORTGAGE) ARISING FROM AN IMPROVEMENT OR WORK RELATED TO THE LAND WHICH IS CONTRACTED FOR AND COMMENCED .SUBSEQUENT TO DATE OF POLICY AND IS NOT FINANCED IN WHOLE OR IN PART BY PROCEEDS OF THE INDEBTEDNESS SECURED BY THE .INSURED MORTGAGE WHICH AT DATE. OF POLICY THE INSURED HAS ADVANCED OR IS OBLIGATED TO ADVANCE. 7. ANY CLAIM, WHICH ARISES OUT OF THE TRANSACTION CREATING THE INTEREST OF THE MORTGAGEE INSURED BY THIS POLICY, BY REASON OF THE OPERATION OF FEDERAL BANKRUPTCY, STATE INSOLVENCY, OR SIMILAR CREDITORS' RIGHTS LAWS. THE ABOVE POLICY FORMS MAY BE ISSUED TO AFFORD EITHER .STANDARD COVERAGE OR EXTENDED COVERAGE. IN ADDITION TO THE ABOVE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE IN A STANDARD COVERAGE POLICY WILL ALSO INCLUDE THE FOLLOWING GENERAL EXCEPTIONS: EXCEPTIONS FROM COVERAGE THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMPANY WILL NOT PAY COSTS, ATTORNEYS' FEES OR EXPENSES) WHICH ARISE BY REASON OF: 1. TAXES OR ASSESSMENTS WHICH ARE NOT SHOWN AS EXISTING LIENS BY THE RECORDS OF ANY TAXING AUTHORITY THAT LEVIES TAXES OR ASSESSMENTS ON REAL PROPERTY OR BY THE PUBLIC RECORDS. PROCEEDINGS BY A PUBLIC AGENCY WHICH MAY RESULT IN TAXES OR ASSESSMENTS, OR NOTICES OF SUCH PROCEEDINGS, WHETHER OR NOT SHOWN BY THE RECORDS OF SUCH AGENCY OR BY THE PUBLIC RECORDS. 2. ANY FACTS, RIGHTS, INTERESTS OR CLAIMS WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS BUT WHICH COULD BE ASCERTAINED BY AN INSPECTION OF THE LAND OR BY MAKING INQUIRY OF PERSONS IN POSSESSION THEREOF. 3. EASEMENTS, LIENS OR ENCUMBRANCES, OR CLAIMS THEREOF, WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. 4. DISCREPANCIES, CONFLICTS IN BOUNDARY LINES, SHORTAGE IN AREA, ENCROACHMENTS, OR ANY OTHER FACTS WHICH A CORRECT SURVEY WOULD DISCLOSE, AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. 5. (A) UNPATENTED MINING CLAIMS; (B) RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF; ICI WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT THE MATTERS EXCEPTED UNDER (A). (B) OR (C) ARE SHOWN BY THE PUBLIC RECORDS. 4. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (4 -6 -90) AND AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (4 -6 -90) EXCLUSIONS FROM COVERAGE THE FOLLOWING MATTERS ARE EXPRESSLY EXCLUDED FROM THE COVERAGE OF THIS POLICY AND THE COMPANY WILL NOT PAY LOSS OR DAMAGE, COSTS, ATTORNEYS' FEES OR EXPENSES WHICH ARISE BY REASON OF: (A) ANY LAW, ORDINANCE OR GOVERNMENTAL REGULATION (INCLUDING BUT NOT LIMITED TO BUILDING AND ZONING LAWS, ORDINANCES, OR REGULATIONS) RESTRICTING, REGULATING, PROHIBITING OR RELATING TO (I) THE OCCUPANCY, USE, OR ENJOYMENT OF THE LAND; (II) THE CHARACTER, DIMENSIONS OR LOCATION OF ANY IMPROVEMENT NOW OR HEREAFTER ERECTED ON THE LAND; (III). A SEPARATION IN OWNERSHIP OR A CHANGE IN THE DIMENSIONS OR AREA OF THE LAND OR ANY PARCEL OF WHICH THE LAND IS OR WAS A PART; OR (IV) ENVIRONMENTAL PROTECTION, OR THE EFFECT OF ANY VIOLATION OF THESE LAWS, ORDINANCES OR GOVERNMENTAL REGULATIONS, EXCEPT TO THE EXTENT THAT A. NOTICE OF THE ENFORCEMENT THEREOF OR A. NOTICE OF A DEFECT, LIEN OR ENCUMBRANCE RESULTING FROM A VIOLATION OR ALLEGED VIOLATION AFFECTING THE LAND HAS BEEN RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY. (B) ANY GOVERNMENTAL POLICE POWER NOT EXCLUDED. BY IAI ABOVE, EXCEPT TO THE EXTENT THAT A NOTICE OF THE EXERCISE THEREOF OR A NOTICE OF A DEFECT, LIEN OR ENCUMBRANCE RESULTING FROM A VIOLATION OR ALLEGED VIOLATION AFFECTING THE LAND HAS BEEN RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY. (LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS CONTINUED ON NEXT PAGE) REV. 1990 STEWART TITLE PAGE 3 OF 4 GUARANTY COMPANY 'CLTA PRELIMINARY REPORT FORM 0 2, RIGHTS OF EMINENT DOMAIN UNLESS NOTICE OF THE EXERCISE THEREOF HAS BEEN RECORDED IN THE PUBLIC. RECORDS AT DATE OF POLICY, BUT NOT EXCLUDING FROM COVERAGE ANY TAKING WHICH HAS OCCURRED PRIOR TO DATE OF POLICY WHICH WOULD BE BINDING ON THE RIGHTS OF A PURCHASER FOR VALUE WITHOUT KNOWLEDGE. 3. DEFECTS, LIENS, ENCUMBRANCES, ADVERSE CLAIMS OR OTHER MATTERS: (A) CREATED, SUFFERED, ASSUMED OR AGREED TO BY THE INSURED CLAIMANT; (B) NOT KNOWN TO THE COMPANY, NOT RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY, BUT KNOWN TO THE INSURED CLAIMANT AND NOT DISCLOSED IN WRITING TO THE COMPANY BY THE INSURED CLAIMANT PRIOR TO THE DATE THE I INSURED CLAIMANT BECAME AN INSURED UNDER THIS POLICY; (C) RESULTING IN NO LOSS OR DAMAGE TO THE INSURED CLAIMANT; ID) ATTACHING OR CREATED SUBSEQUENT TO DATE OF POLICY; OR (E) RESULTING IN LOSS OR DAMAGE WHICH WOULD NOT HAVE BEEN SUSTAINED IF THE INSURED CLAIMANT HAD PAID VALUE FOR THE ESTATE OR INTEREST INSURED BY THIS POLICY. 4, ANY CLAIM, WHICH ARISES OUT OF THE TRANSACTION VESTING IN THE INSURED THE ESTATE OR INTEREST INSURED BY THIS POLICY, BY REASON OF THE OPERATION OF FEDERAL BANKRUPTCY, STATE INSOLVENCY, OR SIMILAR CREDITORS' RIGHTS LAWS. )THE ABOVE POLICY FORMS MAY BE ISSUED TO AFFORD EITHER STANDARD COVERAGE OR EXTENDED COVERAGE. IN ADDITION TO :THE ABOVE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE IN A STANDARD COVERAGE POLICY WILL ALSO INCLUDE THE FOLLOWING GENERAL EXCEPTIONS: EXCEPTIONS FROM COVERAGE THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMPANY WILL NOT PAY COSTS, ATTORNEYS' FEES OR EXPENSES) WHICH ARISE BY REASON OF: 1. TAXES OR ASSESSMENTS WHICH ARE NOT SHOWN AS EXISTING LIENS BY THE RECORDS OF ANY TAXING AUTHORITY THAT LEVIES TAXES OR ASSESSMENTS ON REAL PROPERTY OR BY THE PUBLIC RECORDS. PROCEEDINGS BY A PUBLIC .AGENCY WHICH MAY RESULT IN TAXES OR ASSESSMENTS, OR NOTICES OF SUCH PROCEEDINGS, WHETHER OR NOT SHOWN BY THE RECORDS OF SUCH AGENCY OR BY THE PUBLIC RECORDS. 2. ANY FACTS, RIGHTS, INTERESTS OR CLAIMS WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS BUT WHICH COULD BE ASCERTAINED BY AN INSPECTION OF THE LAND OR BY MAKING INQUIRY OF PERSONS IN POSSESSION THEREOF. 3. EASEMENTS, LIENS OR ENCUMBRANCES, OR CLAIMS THEREOF, WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. 4. DISCREPANCIES, CONFLICTS IN BOUNDARY LINES, SHORTAGE IN ARE& ENCROACHMENTS, OR ANY OTHER FACTS WHICH A CORRECT SURVEY WOULD DISCLOSE, AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. S. (A) UNPATENTED MINING CLAIMS; (B) RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF; (C) WATER RIGHTS, CLAIMS OR TITLE TO WATER. WHETHER OR NOT THE MATTERS EXCEPTED UNDER (A), (B) OR (C) ARE SHOWN BY THE PUBLIC RECORDS. REV, 1990 STEWART TITLE PAGE 4 OF 4 GUARANTY COMPANY rleminqonUqow, Inc. 4425 Jamboree Road, Suite 180 Newport Beach, CA 92660 (714) 955 -0255 FAX (714)476 -8989 Mel Fuchs Escrow No. 8151 -J MEL FUCHS PAVILION REAL ESTATE Date: June 9, 1994 700 East Balboa Blvd. Balboa, CA 92661 Property Address: 600 East Balboa Boulevard Balboa. CA 92661. Dear Mel: In connection with the above referenced escrow, we enclose herewith the following items: Amendment dated 06/09/94 Preliminary title report We appreciate having the opportunity of working with you. If there are any items you want furnished to you, please let us know so that we may provide them when we receive them. Should you have any questions, please do not hesitate to call me. Very truly yours, REMINGTON ESCROW, INC. Jan Soukup /Lisa Bones, Escrow Officer � m$ TO: FROM: SUBJECT ACTION: CLOSED SESSION ITEM CITY OF NEWPORT BEACH OFFICE OF THE CITY MANAGER JULY 11, 1994 MAYOR AND CITY COUNCIL ASSISTANT CITY MANAGER WELLS FARGO BANK, BALBOA Confirm or deny the purchase of the subject building at a cost of $800,000. BACKGROUND: Previously, the City Council approved purchase of this property for $800,000 plus a long term, no rent lease for an ATM. However, the Council placed a contingency on the offer that the property be appraised at the value being offered. Richard Fuller, MAI, has completed a range of value appraisal for the land only at $725,000 to $825,000. As of the writing of this report, the appraisal is not in hand but will be transmitted to the Council Friday evening. Accordingly, comparables and other information used by the appraiser are not available for discussion. However, the range of value and land only conditions were imposed to lower the cost of the appraisal and to reflect the City's plan to demolish the building. DISCUSSION: The appraisal provides an opportunity for the City Council to cancel this escrow if it so desires. As indicated previously, the property currently has 21 parking spaces and the demolition of the building will provide another 13 for a total of 34 spaces. At fifty cents per hour and 65% occupancy, these meters will produce $48,400 per year. This income represents a return of approximately 5% when $100,000 for construction and demolition and continuing maintenance and operation costs are added. Some discussion among local business leaders in the area indicate that they may wish to preserve the building for some tourist office or public purpose. If that is the case, the number of spaces would remain at 21 and the annual return would be $30,000 or approximately 4% on the $800,000 investment. The combination of these relatively low returns and a lower than expected appraisal may provide the Council with an opportunity to reconsider this purchase. Page 2 RECOMMENDATION: The Council has three available options. Complete the sale at $800,000. Cancel the sale. Cancel this sale but offer a lower price. 4A",� ' S-1 Kenneth J. Deli o KJD:mb r 0 CLOSED SESSION CITY OF NEWPORT BEACH OFFICE OF THE CITY MANAGER MAY 99 1994 TO: MAYOR AND CITY COUNCIL FROM: ASSISTANT CITY MANAGER SUBJECT: BALBOA BANK BUILDING ACTION: If desired, approve purchase for $800,000 with a long term, low cost lease for an ATM on the site. BACKGROUND: The City Council previously approved purchase of this property and the seller's real estate broker has verbally informed me that they have accepted the City's offer dated April 4, 1994, of $800,000 with a long term, low cost lease for an ATM. The verbal acceptance includes a five year lease at a dollar a year with three five year options. The offer has a seven day response period which expired on April 11, 1994. Accordingly, the City Council has no contractual obligation to conclude this sale. DISCUSSION: At its last meeting the Council questioned the amount of the offer and indicated it might wish to lower the amount. Attached is a list of similar properties located throughout the County with sales prices and square footage of both land and building. These were provided by Mayor Turner. RECOMMENDATION KJD:mb Attachment Council discretion. Kenneth J. elino J9 c0 m cc m m 0 • t0 N a N_ U OD Cl N N V 0 M 0 tD n tD C> - N M -t CD O 0 C rotq Cim - to m�nrotovon a nmO to V to O> N M to ID N 0) M n M M O> to m M0r, m V 0 0000N�0M m C %l 613, 613, 69 69. 69 r 69 6969 r r 69 r y r f r td999 GO 69 6969 69 Q to O> N M O> V V O> M M n O N ,a0 O> m Ct n M M Cl O n << t, M N 0 O> O r O 0 N O 4. M t. to m OY o O> V M m O V m V � to cr to 0 r N N 0 V V M th N M N M 0V A69 N 69 69 69 69 69 69 69 69 69 69 69 69 69 � y 69 itp 9 9 69 N 69 O O N O> CD O n T M N O O tO 0 O O 00 ID V r ch O O> n to O O to N O Cl) ch M N O N N O> O V :N 0 0 0 0) N 0 to to to t0 O V 0 V r.: C; Otoh.cDnNtnm m W; w N M M V M V.,. V V N c0 r � C O n N 0 O CD M N O N to N O 0 CD O> O O O MD M O V MD O. O Cl) n N O m M O O to O Z' O O V O n O V 0 tD O N O Ot M �( c7 0 c0 0 0 0 N Oa fD O tD N O O c7 Cl) O OD t, m N 69 r r 69 N 69 r N '. N r .- 69 69 69 6969 69 69 69 69 69 to 69 y 69 69 69 Q O m 69 O O to tD Oa R O O O M O O O O O 0 0 0 m'� t 0 0 0 On 0town V 00 ONO CD 000 m to m m M V N M N O O O 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O N O O O O O O OO O O OO O O O O O n O O O O O O O O O O O O O C Otc tZ to OOC OOto 6 to to OOO 000>mM m V ON0ntpONn OtoO CD O M O N n n O> c0 to CD OD CD n V m n n 69 N ' 69 ': 69 ': 69 K 69 69 3 ': 69 ': 69 69 69 69 69 69 69 69 49 a N L O Cd C C C C c0 g C C C 0 O m cc o cc cc ti c, MS v v v v v v v m ayi v ' m m. Y Y Y Y Y Y Y X Y 'Y Y Y Y m m o m m m m m m m m m m m m m Q m t0 N a r • CITY OF NEWPORT BEACH OFFICE OF THE CITY MANAGER APRIL 19, 1994 TO: CITY MANAGER FROM: ASSISTANT CITY MANAGER SUBJECT: BALBOA BANK BUILDING On April 4, 1994, 1 offered Wells Fargo $800,000 for the subject property with a long term, low cost lease for an ATM. The offer had a seven (7) day response time. The previous offer of $700,000 was made on January 21st, and received no response because, among other things, the bank believed that replacing the ATM would cost them $100,000. In a meeting with the Wells Fargo agent, it was obvious to me that they knew that the City Council had authorized $800,000. Even still, the agent did not seem interested in that amount, but was open to discussing the lease. I made the $800,000 offer to pique their interest. Last week, the broker called and said the bank may respond soon to the $800,000 offer because they think they can relocate the ATM more cheaply than they had originally believed. He also told Dayna Pettit who called and asked when the lot would open! In anticipation of the bank's acceptance and considering the current budget debate, I would like to reconfirm the City's intent. At $800,000 plus $50,000 to $100,000 for demolition and development cost, the City would be paying $900,000 for a net gain of only 15 parking spaces. (The current lot has 19 spaces.) Using $650,000 from current parking funds would lose the City $46,000 a year in interest, and financing $250,000 would cost $33,000 per year. Subtracting the $48,400 income leaves a loss of only $30,600; and, eventually, the City will make money. However, the public and the press may not see it that way. The seven day response provision provides an out. Please advise. 1 u.. 14V,Z� Kenneth J. lino CITY OF NEWPORT BEACH OFFICE OF THE CITY MANAGER January 10, 1994 TO: Honorable Mayor and Members of the City Council FROM: Kevin J. Murphy, City Manager SUBJECT: WELLS FARGO BANK SITE This week the Offstreet Parking Committee met to discuss the possible City acquisition of the Wells Fargo Bank building located on Balboa Boulevard and Palm Street. The Offstreet Parking Committee has recommended to the full Council that the City proceed with the purchase of the Wells Fargo Bank site for parking. As you will note in the attached summary of that meeting from Dennis Danner and Rich Edmonston, the Committee is recommending that the acquisition utilize the money available from the offstreet parking fund attributable to the Balboa Business District and the "A" and "B" Street parking lots. In addition, the Committee has recommended that if additional dollars are required for purchase that the amount be internally borrowed from the offstreet parking fund and re -paid over a number of years from the proceeds of the lot. I've also attached for your information a copy of the flyer on the property currently being distributed by Mel Fuchs. By the time we meet on Monday in Closed Session, I will have received additional information on comparable sales in the area and will be prepared to make a recommendation to the City Council on a purchase price that the City may wish to offer for this property, if you wish to proceed on the purchase. • • CITY OF NEWPORT BEACH DEPARTMENT OF FINANCE January 4, 1994 TO: KEVIN MURPHY, CITY MANAGER FROM: Dennis Danner, Director of Finance Rich Edmonston, Traffic Engineer SUBJECT: OFF STREET PARKING - WELLS FARGO BANK SITE DISCUSSION: The Off Street Parking Committee met this morning to discuss a number of issues, including the purchase of the Wells Fargo Bank building near the Fun Zone. After a brief discussion of our memo dated November 11, 1993, and a review of the funds available in the Off Street Parking Fund, the following recommendations were made: The City should proceed with the purchase of the Wells Fargo Bank site for off street parking. • The bank building on the site should be demolished and the lot used exclusively for parking. • The initial parking meter rate should be established at $.50 per hour, with the meters in operation for 12 hours per day. Depending upon the type of meter, these rates should be raised during the summer months. • The present balances in the Balboa Business District Lot, and the "A" and "B" Street Parking Lots, within the Offstreet Parking Fund, should be used to purchase the site. Presently $650,000 to $680,000. • Certificates of Participation (COPS) should be sold to finance the balance of the lot acquisition and building demolition. The term of the COPS should be 10 years or less, depending upon the remaining amount to be financed. Any annual shortfall in the operation of the lot or the servicing of the debt should be made up from the Balboa Business District Lot and the "A" and "B Street Parking Lots annual contribution to the Off Street Parking Fund. • If the total needed to acquire the site and demolish the building is less than $250,000, this amount should be borrowed from within the Off Street Parking Fund rather than issuing COPS. m ��Opp �Y�OOS ONi �t1+ppl N tss amD M FN Y/ W tl1 cmD ��npp .- b O N ma N n N O yN O� b n a W N m t7 r NN O� Oni = O Oal m��yy W W Yl W 8 fA W OWE p �p qO p p O� WNp� N �D W N O. 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W WWW _ Q a wO � �� � �� a as � i6 ` `N�a1�8 r �, p °ap 8 fpm m dS � 8 f am�o Zi m Z H Z ��`pop i raps d p r r ° m�N a mm� Z N y V Vi 1 19 M M Y Yl ma a W O N N N N N O O Ol O N N O O O N pmt t tm� Q� 1 1D 1G O O) n n N � �(y�tVp b bN O O n C O Y N N p N O OI N a t 0 m N t�yp A Amy . .p{ t t� N Np m O O m m t7 a m m m a a O O) H {� °yy � a X �g � �N f f9n g g ' aD Obi gg • `i 1 •a N w ` X w w w w iA w w ` 19 w N 1A Z a q Z a a m qq b' °n N NS'i � �o P P'io. n nm r a g 01•N rya a gF 2 25 n i p p y y t tp� y y� m m y y� y y O m a m� n • • CITY OF NEWPORT BEACH DEPARTMENT OF FINANCE Interdepartmental Memorandum November 11, 1993 TO: OFF STREET PARKING COMMITTEE FROM: Dennis Danner, Director of Finance Rich Edmonton, Traffic Engineer SUBJECT: OFF STREET PARKING - WELLS FARGO BANK SITE DISCUSSION: On November 10, 1993, the Off Street Parking Committee met to discuss the possibility of acquiring the Wells Fargo Bank site near the Balboa Island Ferry, and converting it to public off street parking. Accordingly, they asked staff to prepare this report on the economic feasibility of acquiring this lot. Following are the assumptions used in preparing this analysis: The site could be acquired, the building torn down, and the lot repaved and landscaped for $850,000. $500,000 would be transferred from the Off Street Parking Fund to help finance this project. • 34 spaces would be available in the lot. The hourly rate of the meters in the lot would be set at $.50 per hour, initially. The meters would be operational for 12 hours per day. A yearly occupancy factor of 65.0% is used for the lot. Certificates of Participation (COPs) would be issued at 6.0% to finance a portion of the lot. The COPs would be issued for a period of 10 years. 0 0 OFF STREET PARKING - WELL FARGO BANK SITE Page Two ANALYSIS: Based upon the above assumptions, the yearly annual income that can be generated by this lot is: (34 spaces) times ($50 per hour) times (12 hours per day) times (365 days per year) times (65.0% occupancy) = $48,400 income per year. If Certificates of Participation are sold in the principal amount of $370,000 (which includes $350,000 for lot acquisition and $20,000 for cost of issuance), the annual debt service for a 10 year period would be approximately $49,800. This would produce an annual shortfall of $1,400 per year until such time as parking meter rates can be increased. In addition to the debt service shortfall, there would be annual expenditures for debt administration, parking lot maintenance, etc. Therefore, the annual shortfall would be $2,000 to $4,000. CONCERNS: For this analysis to be evaluated, there are certain areas of concern. First, it is assumed that the lot can be purchased, cleared, paved, landscaped, and striped for $850,000. Second, this analysis assumes that the lot will be filled, on average, 65.0% of the time, year round. Finally, it must be decided if it is desirous to finance the acquisition and configuration of the lot over a 10 year period. Are these assumptions realistic? These questions should be answered before proceeding with the acquisition of the site. If it is determined to proceed with this project, alternative financing arrangements should be explored to determine if a COP issuance is the most cost effective method of financing a portion of this project. RECOMMENDATION: It is recommended that the Off Street Parking Committee determine whether or not to proceed with the acquisition of this property for parking, and direct staff to proceed accordingly. 01/04194 05:13 PM PARKING.DOC 600 EAST BALBOA BLVD. For Further Information Please Call MEL FUCHS Office: (714) 675 -81.20 Home: (714) 673 -2924 Fax: (714) 675-0753 MEL FUCHS GPa2 it kn REAL ESTATE 7DO EAST BALBOA BOULEVARD • BALBOA, CALIFORNIA 92661 n 0 a m n a` n 0 U 2 O Q 5 t a • Wells Fargo Bank Building on the Balboa Peninsula • Comer of East Balboa and Palm Street (the Ferry Street Landing) • Size of Land is 15,350 Square Feet • The Size of the Building is 2934 Square Feet with an Upstairs of Approximately 1066 Square Feet with Both an Inside and Outside Stairway • Building is Refrigertion Air Conditioned and Heated • Total Security System (Included: Beautiful Vault Door) • Two Bathrooms, Both Handicapped • Bank Wants to Leave ATM Machine and Sign a Lease. Will Pay $500.00 per month • Building is 12 Years Old OFFERED AT: $1,100,000 CITY OF NEWPORT BEACH DEPARTMENT OF FINANCE January 4, 1994 TO: KEVIN MURPHY, CITY MANAGER FROM: Dennis Danner, Director of Finance Rich Edmonston, Traffic Engineer SUBJECT: OFF STREET PARKING -WELLS FARGO BANK SITE DISCUSSION: The Off Street Parking Committee met this morning to discuss a number of issues, including the purchase of the Wells Fargo Bank building near the Fun Zone. After a brief discussion of our memo dated November 11, 1993, and a review of the funds available in the Off Street Parking Fund, the following recommendations were made: • The City should proceed with the purchase of the Wells Fargo Bank site for off street parking. • The bank building on the site should be demolished and the lot used exclusively for parking. • The initial parking meter rate should be established at $50 per hour, with the meters in operation for 12 hours per day. Depending upon the type of meter, these rates should be raised during the summer months. • The present balances in the Balboa Business Lot, and the "A" and "B" Street Parking Lots, within the Offstreet Parking Fund, should be used to purchase the site. Presently $650,000 to $680,000.. • Certificates of Participation (COPs) should be sold to finance the balance of the lot acquisition and building demolition. The term of the COPs should be 10 years or less, depending upon the remaining amount to be financed. Any annual shortfall in the operation of the lot or the servicing of the debt should be made up from the a boa Business d the "A" and "B" Street Parking Lots annual contribution to ree arking Fund. • If the total needed to acquire the site and demolish the building is less than $250,000, this amount should be borrowed from within the Off Street Parking Fund rather than issuing COPS.. � LL J Z w w (9 19 Vf 19 N Z .y V! 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N w m p N 111��� r 1°D N O O t7 n 0 N I N O yQ N� (Np N N^ O n^ N r N O n p m p (y�� m. q INO Nw q Nw p p �Ny O r N f9 w 19 w w w V! w w wN w y w w w w w O Q m U c c c c c c c c c c w lV LL V > C > > m > m > O J > m > c m c > c m 0 > m Z r ¢ m Q Q Q Q Q Q c Q Q cc Q Q Q N J Q Q O' m N N N N m m ID � Om N m S m m m 4 . m m N m m m m m m m m o N Ol Ol ^1 Ol ^1 ^l W ^Y Ol ^l Ol r1 W O ic a¢ d m m a O r r_p r r_ IL $ m `L _r�pp M 0 5i.. M 00 IL d IL IL IL IL IL IL U rL L IL IL IL L IL IL 9 0 CITY OF NEWPORT BEACH DEPARTMENT OF FINANCE Interdepartmental Memorandum November 11, 1993 TO: OFF STREET PARKING COMMITTEE FROM: Dennis Danner, Director of Finance Rich Edmonston, Traffic Engineer SUBJECT: OFF STREET PARKING WELL FARGO BANK SITE DISCUSSION: On November 10, 1993, the Off Street Parking Committee met to discuss the possibility of acquiring the Wells Fargo Bank site near the Balboa Island Ferry, and converting it to public off street parking. Accordingly, they asked staff to prepare this report on the economic feasibility of acquiring this lot. Following are the assumptions used in preparing this analysis: • The site could be acquired, the building torn down, and the lot repaved and landscaped for $850,000. • $500,000 would be transferred from the Off Street Parking Fund to help finance this project. • 34 spaces would be available in the lot. • The hourly rate of the meters in the lot would beset at $.50 per hour, initially. • The meters would be operational for 12 hours per day. • A yearly occupancy factor of 65.0% is used for the lot. • Certificates of Participation (COPs) would be issued at 6.0% to finance a portion of the lot. The COPs would be issued for a period of 10 years. • • OFF STREET PARKING - WELL FARGO BANK SITE Page Two ANALYSIS: Based upon the above assumptions, the yearly annual income that can be generated by this lot is: (34 spaces) times ($50 per hour) times (12 hours per day) times (365 days per year) times (65.0% occupancy) = $48,400 income per year. If Certificates of Participation are sold in the principal amount of $370,000 (which includes $350,000 for lot acquisition and $20,000 for cost of issuance), the annual debt service for a 10 year period would be approximately $49,800. This would produce an annual shortfall of $1,400 per year until such time as parking meter rates can be increased. In addition to the debt service shortfall, there would be annual expenditures for debt administration, parking lot maintenance, etc. Therefore, the annual shortfall would be $2,000 to $4,000. CONCERNS: For this analysis to be evaluated, there are certain areas of concern. First, it is assumed that the lot can be purchased, cleared, paved, landscaped, and striped for $850,000. Second, this analysis assumes that the lot will be filled, on average, 65.0% of the time, year round. Finally, it must be decided if it is desirous to finance the acquisition and configuration of the lot over a 10 year period. Are these assumptions realistic? These questions should be answered before proceeding with the acquisition of the site. If it is determined to proceed with this project, alternative financing arrangements should be explored to determine if a COP issuance is the most cost effective method of financing a portion of this project. RECOMMENDATION: It is recommended that the Off Street Parking Committee determine whether or not to proceed with the acquisition of this property for parking, and direct staff to proceed accordingly. 1L1L9310:07 AM PARKINC.DOC 0 ORDINANCE NO. 1222 AN ORDINANCE OF THE CITY OF NEWPORT BEACH ADDING SECTION 12.44.025 TO THE NEWPORT BEACH MUNICIPAL CM CREATING A SPECIAL CAPITAL IMPROVEMENT FUND KNO AS THE OFF- STREET PARKING FACILITIES FUND The City Council of the City of Newport Beach does ordain as follows: SECTION 1. Section 12.44.025 is added to the Newport Beach Municipal Code to read: "12.44.025 Creation of Off- street Parki Facilities Fund. Pursuant to the authority contained n ec tion LIIJ of—the City Charter, a special capital improvement fund to be known as the Off- street.Parking Facilities Fund is :hereby created. Fifty percent (50 %) of the gross meter fees collected as a result of the operation of parking meters within the on- street parking meter zones, as presently es- tablished by Section 12.44.020 or as the same may in the future be amended or revised, shall be deposited in said fund., with the exception of fees derived from the operation of parking meters on 15th Street between Ocean Front and Newport Bay in Zone Six, all of which are considered to be serving recreational needs. The foregoing allocation of Parking meter fees shall not apRly to fees derived from the operation of any on- street parking meters in zones estab- lished in the future which meters are determined by the City Council to be in areas which are primarily used to serve recreational needs. Said fund shall be used only for purposes of the acqui- sition, development, and improvement of public-off-street parking facilities located within the general vicinity of the parking meters contributing to the fund, and for any expenditures necessary or convenient to accomplish said purposes. For purposes of this section the term 'off - street parking facilities'' shall mean pUlic parking lots, garages, structures, buildings and appurtenances for the parking of motor vehicles." SECTION 2. This ordinance shall be published once 3n the official newspaper of the City, and the same shall be effec- tive 30 days after the date of its adoption. This ordinance was introduced at regular meeting of the City Council of the City of Newport Beach held on the 12th day of June, 1967, and was adopted on the 26th day of June, 1967, Y 0 rlemin0on Dqow, In(. 4425 Jamboree Road, Suite 180 Newport Beach, CA 92660 (714) 955 -0255 FAX (714) 476 -8989 ESCROW INSTRUCTIONS ESCROW NO: 8151 -J ESCROW OFFICER DATE: 06/06./94 Jan Soukup /Lisa Bones Buyer will hand you initial deposit In the amount of. . . . . . . . . . $ 10,000.00 Prior to close of escrow, Buyer will deposit the amount of. . , . . . . $ 790,000.00 TOTAL CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . $ 800,000.00 and will deliver any additional fund, and instruments required from me to enable you to comply with these instructions, which you are authorized to use provided instruments have been ;filed�fcir record 'on!' before 07/31/91i, enabling you to procure CLTA Owners or Joint Protect ion. 'poli,cy of title i:nsutance, with title . company liability for the amount of total consideration; on real property' described- as: Parcel 1 in the City of �Newport Beach, as shown on a map thereof recorded in Book 117 page 24 of Parcel Maps in the Office of the County Recorder of Orange County, California. PROPERTY ADDRESS: 600 Fast Balboa Boulevard, Balboa, CA 92661 (Not Verified) TITLE. TO APPEAR VESTED IN: CITY OF NEWPORT BEACH, a California Municipal Corporation FREE FROM ALL ENCUMBRANCES EXCEPT: (A) Current InstalLment(s) of general and .special co city and city taxes, Including any special district levies payments of which are Included and collected therewith, for the current fiscal year, not delinquent, Including taxes Cor the ensuing year, if any, a lien but not yet payable. The lien of supplemental taxes, If an assessed pursuant to the provisions of Senate Bill 813, Statutes o 1983 oC the State of California. BUYER Tb PAY ANY SUPPLEMENTAL TAX BILLS ASSESSED AFTER CLOSE OF ESCROW DUE TO THE RECORDING OF THE GRANT DEED FROM SELLER TO BUYER. (B) Covenants, conditions, restrictions, reservations, oil or mineral reservations, rights, rights of way, and casements, now of record, if any. . INSTRUCTIONS: I. THAT CERTAIN AGREEMENT OF SALE AND PURCHASE OF REAL PROPERTY DATED JUNE 6, 1994 EXECUTED BY THE PARTIES HERETO 1S IIEREBY INCORPORATED HEREIN BY REFERENCE. 2. Charge requesting party for excessive Long distance telephone calls, notary fees, express mail and .special messenger service, as requested. \ 3. REMINGTON ESCROW, INC. IS LICENSED BY THE DEPARTMENT OF CORPORATIONS, STATE OF CALIFORNIA, LICENSE #963 -1359. I Prorate as of Close of Escrow - Taxes based on latest.. tax bill. or on amount furnished by title company - Rents I /we agraa to P. buyers usual charges. Boyer(s) are aware of their responslbllltyy under A83132 to file a Change oC Owne rsh lP Statement with the Count Recorder at the Close of Escrow. Buyer(5) are further aware that should they Call Co file said Statement at the close of escrow, Chey will be sub CO fines and penaltl.es as assessed by the County Recorder. Escrow Holder is released and relle. ved Crom any responsibility and /or I lablllty In connection with same. City of Newport Beach, a California Corporation Buyer: By: Buyer: The foregoing terms, provisions conditions and Lostructlons, and those on the reverse side hereof are hereby approved and accepted In their entirety and concurred In by me. I ill hand you necessary documents called for on my part to c ase title to be. shown as above, which you are authorized to do lver when you hold or have caused to be aPP Led funds set forth above within the time as. above provided. Pay your escrow charges., my recording fees, e ba"es for evidence of title as called for whether or not this escrow Is consummated, except those the buyer agr eed to Day. You are hereby authorized to pay bonds, assessments, taxes, and any (lens of record, including Prepayment penalties., If any, to show title as called for. Day Documentary Transfer Tax on deed as re qulred. Wells Fargo Bank, National. Association, a California Corporation Seller: By: Seller: BY: I, P Ileminc�fion Ewrov, Inc. ft 4425 Jamboree Road, Suite 180 Newport Beach, CA 92660 (714) 955 -0255 FAX (714) 476 -8989 Date: 06/06/94 Escrow No: 8151 -J PAGE 2: Additional instructions made a part of subsequent pages as if fully incorporated therein. 4. In the event this escrow has not closed within 90 days after the projected closing date in these il)StruCti(MS. Escrow Holder may charge a monthly maintenance charge of $25.00' for each month, or portion thereof, that this escrow remains open after said date: 5. Buyer-.'acknowledges that Buyer is aware that Sections 18805 and 26131 of California Revenue and Taxation Code require the Buyer to withhold three and one - third (3 1/39) percent of the sales price on the disposition of California real property interests when the funds are to be disbursed either to a seller with a last known address outside of California at the time of the transfer of the real property, or to the financial intermediary of the transferor with a last known address outside of California. 6. Escrow holder is instructed to release funds from Buyers deposit as may be required prior to close of escrow to obtain a demand /beneficiary statement from lender(s) of record, and /or amounts required by new lender or lender's agent for payment of credit report and appraisal and special messenger and express mail services, as requested. In the event of cancellation, the cancelling party will reimburse the other party for any sums released on their behalf. Said amounts shall be charged to the proper party at close of escrow. 7. Pursuant to Section 1341 of the Tax Reform Bill, entitled "Requirements of Real Estate Transactions " ,Buyer and Seller are aware that this escrow is subject to Seller cdmpleting and depositing into escrow, prior to the close of escrow, the "Form 1099 - B",'in its entirety, including a taxpayer identification number and signature thereon. If Seller fails to furnish adequate information then Seller will be. subject to all I.R.S. Regulations, including the withholding of twenty (208) percent of the contract sales price. Seller instructs escrow holder to file said report at close of escrow. 8. In order to accomplish your recording, it may be necessary for escrow holder to deposit funds with the title company immediately prior to recording. Escrow holder is hereby authorized to wire transfer or forward a check in the amount required from funds on deposit, it being understood that said funds will only be used upon recordation of the documents.. 9. TAR WITIDIOLDING: Under the Foreign Investment in Real Property Tax Act ( FIRPTA), 1RC 1445, every Buyer of U.S. real property must, unless an exemption applies, deduct and withhold from Seller's proceeds ten percent (108) of the gross sales price. Under California Revenue and Taxation Code Section 18805 and 26131, the Buyer must deduct and withhold an additional one -third of the amount required to be withheld under federal law. The primary FIRPTA exemptions are: No withholding is required if (a) Seller provides Buyer with an affidavit under penalty of perjury, that Seller is not a "foreign person," or (b) Seller provides Buyer with a "qualifying statement" issued by the Internal Revenue Service, or (c) Buyer purchases real property for use as a residence and the purchase price is $300,000.00 or less and Buyer or a member of Buyer's family has definite plans to reside at the property for at least 508 of the number of days it is in use during each of the first two twelve -month periods after transfer.. Seller and Buyer agrees to execute and deliver as directed, any instrument, City of Newport Beach, a California Corporation Buyer Wells Fargo Bank, National Association, a California Corporation Buyer: Seller: By: Seller: Remin on bsgov Ins. ft 4425 Jamboree Road, Suite 180 Newport Beach, CA 92660 (714) 955 -0255 FAX (714) 476 -8989 Date: 06 /06/94 Escrow No: 8151 -J PAGE 3: Additional. instructions made a part of subsequent pages as if fully incorporated therein. affidavit and statement reasonably necessary to carry out those statutes and regulations promulgated thereunder. 10. Buyer herein will furnish this escrow with a "Preliminary Change of Ownership Report which shall be presented to the County Recorder at the time of recordation of the Deed for the subject property. Should Buyer decline to complete said "Preliminary Change of Ownership Report ", Buyer will be assessed with an additional $20.00 surcharge by the County Recorder, which shall be charged to the Buyer's account in this escrow. Further, in such event, a Standard Change of Ownership Statement (Revenue and Taxation Code, Section 480) will be mailed to the Buyer by the office of the County Assessor. Failure of the Buyer to complete and return said Standard Change of Ownership mailed under authority of Section 480 within 45 days, will result in a penalty of 108 of the taxes due, after processing the reassessment caused by a change in ownership or $100.00, whichever is greater, but not to exceed the sum of $2,500.00. City of Newport Beach, a California Corporation Buyer: Wells Fargo Bank, National Association, a California Corporation Seller: Buyer: By: Seller: Remington Escrow, Inc Jan Soukup FrffideN 7 8.451 l igh,,n 111. 44'5 Jawhnrcc. NJ . Sm!_- 1,,0 La Quima.. CA Q'il Noypm 6@.erh. U, c?n,.n (6191 564 -54111 t'- 141 9`5 -02` ADDITIONAL RSF•ROB CONDITIONS AND INSTRUCTIONS 1, Yn•, Arty In art ...seem holder. •MIl ml terwrnre unit desp In Innllaw• 9I1Pv.1 I1[vP .11 ao tole, are reeeloeA by yat. Utll nslt it" either arty .ny t-11-1 -1-11Y carrel weir •5rs• w[I[Im ,palest ,elLwrvvl In >a•. •art/ my wl.fdr.w h.ds am tloanasals mah arty prevlawly fits" yes, t. All f ..la ew[r Ived In 11.1• -m,. shal l he dra•Irrd wit It a Sb -,RI tact Imak with otter p. eta h.rls, Mate dldu,aotemt b, Ftr el•„rh1 e1wrk, K 1•.11 .1 rl for r�vmtp,•r. within 9i..w...whv (Irr d t .•d,] 1 aereir, el ries In vmnlwwr with jeer ad wt tie In effect Free abut to Itapt 14.hm all Mr Th•.•hta d p,e,m,law m he bests of . M Any as tl 'f:ldw, f F .npr .s teed In ti•ls ..crow aemas the dale m wh6h A•ramnrs are tece.d,.h, •nl otirrvlst •p.el(ied, All th,n rmn • wd it.o. Aw, Iw msprra lvw pertly herein ere I. be anllmh to the mt,pssts sea mn. tole... Iherwl p ins seat, Dir siptsturov mt e,v •ns rs am Iml Ilan 1+r,.InhtR m ri•ls esernw I,dlmle one :.asvdlllonal g5wewsl of ymm 4rrever. ptwlaln• L .,tYe t min for rM pyms,t f wp ,wm it. wtws,y f wp Iminm!nl or tJw per[emvw!. o[ IRp .ol a2slds of eserw yyeaua a weer Mlde, .lull love m .psar9w161 Ily IM for, shall nl be ..,aremrd therewith � are saeclft"liy mattered of any abllR.11at re[.I Ire rlrrpmt J, Y., .lull rest be ".•ay.• Ihlp or 1104. to av per' J.slee b. Ile adllrhe7 or manors• m to fis•q swam of mertrhst or vtildlty of ^Y Mnw.pt. d.plm.l mh 1..• nv, nor a• 1 Ile Ida[Ity, entrwlr. or IRht. of my rsm evwstl tlm 9r.M a11Mr a 1e hs . a, of tamed or Mr IVavll« In hl. .semw Yo., A•tl 1 w. M dell he Issued to al. safe tw7tra, of mrh soney weal Alnnmis .1%-A by y . esarw Midp,, and for the Al trio. of 11. sm . in -wm.fi wi11• do written Irtwnrslrm a,rmlPS'I lq p7n U this wv[v. Ynt dell mt br rw.ldi.d to rape wv .i:IIT In m .[Im Ylrl• Ir mllper, m.n.l•y T ralw„wwP mPlsw of .v ri1Ry:M. d.peInd In dA9 eYSrw, •.trot aletws e. hntnrsel, 1, Y.. wrh alley 1. In form. PhourwY» for ry M'wed A:t w Inwrtwtrp ; my=" � �1 IT la; (dw 5. Del Ivor eswtrworp• of rldp, wrl lowmwre .heir•, If wv, to made! of Amin, menh,moe or has one,, or If the". Is- on mtaebrgvm t dew to Ile Isv..,, or bl.• onlpr, At In the .rent, thst htt of this ...me. loan nn[ hem "11 -1 wart. s( Ile .,tatirstion of 1•n Ilan PtovldM for Mvin, or v e,tenldn therpeft yn, aro I,.rnw M , mrAe ,1 st tie pollest. Itnpdn •bee Iler.eRer. ..dep, we or wtit, 4 to Ion ,mF. w.11tet tien " for tth 111 M If the l l�Y I/ I.w[ ern .f7 1 M 1 1 1 f I J I.h ...w• y.. uy Yttitho s am .Ina .11 fit,, .r ptwm.I lots, W rbig / irm Y^ I. c f 1 .rp 1 n ft as 1 11 r'to, Asp"'. n[Il wrllrm esal .r,rell.11m Iri•cne:llma. 91 by All Y . • m pant.• dell berm Few•. d, rpntp1 1•• rl l trot. J [ )^ i . t1YSh In 111 wal It. dl fih,' the ps be, p oolde w.l Irnlnnedt a.m burly. I.ss yn.r pr•Je, ti.rR.s. In 11.. ro•pepl iv. pe Ips Mr. , Je,e. tea• [I I• .,serww. will willrw.l fi,nMr retire M ,svt•Idwrpd lermlmw[«i. It ICI'drily., tomalrl Ire (TWIT, rt rla'mmi(m f9wh, air, '(F Airy F7mT IN 71115 F.%]M IIRiSS GIVEN IN IItITIM BY ALL PARTIFS AFFFrTi1) 1HPXW, In the p•ortt m•rlleaun •I,ee•.d melees are vets re s.twd then ytt oe •v tnes.•mvsy wive Mown Ile petler I.rwo, er with third a°tem, ae`d.R nt of or rebt,leva In this sprw, ya. dell Ivry. the p 1rl t In Iii Id ad crop sal inethp, atmm dinaig In. wd pedmtsmvyt of. this genmr. •atoll ynr te,plw 1 p,• ..rift w In• •.[I far. to jest o2. the p 1 Itaml of the m•1 nrv„s/ by 9Rr,wtmt I rate pe Ilro rherplo. or by [bet Jtelament f - ds.nl [ ,"I nt �u a -lied) AID n[ 11 rllm Ili.• Menu lrrpl�r 1m6tly wA seveolly peseta, ..1 sRr.e Im a./ panto y n1 •M,om .• well I. b.her. f( yo- w.l 1 I.1 ya. I curl a• fmm w1A sR�l[el 911 I IIIima lm am Int.rpleader mg. Is [Iwn•Res, Itrlpl.swt.. , .honey fee al"t •, oF1IR..1 • and �bhll.Id f rwe RI d J•Id.y In Ro,el felrl . yet any Irr•„ or :wafer In eo.rcl lm with r eri,ire o.l of d•la P rev J Ile, id 11 Ire. Im, lnrPM1 sett ri.11R [Inw, IIw41I Illps or .pewees arlsp A„ba the p!dom.wwm of Ids teem, or nin«y.n•1 therein, dl,pnlly or Inll,.prly. N. Ym• are 1vtmby .0torleml to dr Litt my f•srl• or •Imon•r• bm,dm lr., •der thee. ps.rdm Inslnnllm . or onnp the am. In be d.a.n Iled, will• aq A•ly wain, :sttd Mb ..arts, .dew "Owlet[ In 7"" .ne, .c or prior' In eloap of ..exam, In tho . ewa•1 nth Arpoall 91.11 be attest or moenl[nl for Ile a.rwrmml lm of has eapmw. 9• All Parties . me ,be[ .. far ss je. ,!.111,1 mrI I Isb1I. Ill., re bee deed, 0619 tr9man11. 1. an epertv am rot W ether Im.1 re1.1 In am jets ere r , rem MIA. may m It .11 a..��p%; _t i ,.•.w, .,I yet 4.11 lorsq m M, .i61111y nr rairybn " or v of tar awxtlpa M lid, wv9,,, of .7 1 vl., Ids,, •iota, Mete 1 we sr[Im Uw,wivl•a, wq. ',[j.ert/ Irreln deme,lM1 or of wp ,profit orall.4 by wp per9m. firs or rn[pnrallm ((6[a•e,. gml d 7 !1 a 1 II•Iw w.i /mr wv of r , ens, Ineludmil) In m.rd;llaw betevih ma.rdlro9 of In I9r1 that nth I,ana9cr ltn(s) m7 bewl.nlM1 br qyw In dl.• ea9a, or N rotator e::v.. W XM(X 9W1. UE JIAW W3M Ill= RR JW OAn tM WHNIIY tR AILFJ;W W Q' ACT FCH (F AM R11T (A IIA71RK 4IATSMYER, II)t"M C.N27I1 (R OCTIJMMb, pIIFR 71111; F2X7J I CIR (N C0111111=14711 WITH TIE IWf11.IIC CR MW3r,CM (F 7111$ M RFI, URiSS WYAYIR YITii111 IWJ.tlf, (11) 1T7NIK At"TIR (TIPS (F F,%Wm, 10. Ya, ." sent 1 M nn,pprew Id the Rlvlr�R f my •hl•.I.w•re .wrpl .. gtrossly "deed ed by ydritr.l to Sble Iw le be Rlv.n by m eIe9a, wRnot. Ilelrle, ro M. In be ent, riM -Id. jt f(e,r. of sn•hM mr.lbww•. Ind division tpp•blton. or 6.11 Ir,R nslrintlon width ,seat Iprtaln Im or afrrol Irr Iwd or 4tlir.m.mr•1.• that are the Aj,,, of rl• • .'env. II. The f1uorl I., I. thlp e•nnv Iuve .•.119fam 11hmmAvr at•Ide, r •.,ry rlwl the [rmwacrlm tvrgred by tail, eserme Is not In Violation of ,I. f,b1[.Ts lm rep MI or wp o,lw, 1. r. d.t I,j le 1 dlvlslm 1 yn• as .•errs/ loader are ,!Ileem of 911 tesp,ahllity ardlo, liability In revsYMlm dehpwllh, stet net ro be cep owl wltb Ile wtf rrnm•1 of s.ld laws. 12, In Ile, prod mv Mf., In Nrelus., la".11 Per;.lpl mq.y other am. of IN rtlusw ARtement Is d.pealltd. In rFla .scow. 11 Ip sterslotd IMI .wrf•. d.hnnpnt .betel M ,wffeellw ml] • ler«p•st the l. rtl Rlq.l.yylI sold dnnemt. Ya, as .aeaw Mhe, are not In be eaoemed with lM lent of nr'i1 dnvoant am ere roll,p.«I or it +pnwlbll l!y In o•vep[I•r• 11"I,h, Y., are to be d_ mm only with the direct lw. tMifl ldl pl fnath In the .•ero, bale, .Ilm• am snrsabwoI. d t ..I .ts ml 1 be mwlnwl alpha. for Item Aeslpul:A u ..norm i. In the within espaw In Inchon m with my mar ", .trvr 1 or m 1 1 Maim t settle In. pre aPhviwd to fimLdl ap4s of ,avow Irwlnrtina, mvplmet. arew.lwib, e, muds of w 11 11 • wd I hK t-1 11 In I la cost to .1 pal Iw brob.r(a) and 1. 1.,50 "f.rawl In in the poets, Yn• arm mt rwp•Ireti o .Amll wp 1 1 rpfm 1 I9 'wl h- nv elm with lid, aw to wv petty or sswt ,sd... dltpelm I. Abe .ebe wlllm mMhal In•Ihmell..w.. Y. aey, Mwem'..� s wlrlre•r li..••rrlry, llal•11 Ity to wv p•r! (o, nrl• ndinl9shm, You am hereby authorlem lo. ..hall sty, relorl to my propewi lend". )I. Them 1. [ 1. s[ncc of lese .sp.ce, Indncllne, h.. hp 1 of wl.ne �•.y fees or. <gw.wes Ae ya: Mteasal.r, m d,.•,Vdt I warps 1. ay t.wsn.Mw fee for e,v • roneya sprvl e, A.I.I. e,y he r",Itwl In oll,l n hmlees or .q.nn,.. Ire If • perb le hl edm Ibrp,dly ap,dgn mr 4 ) prrmp,+l. of 11 la .•,Far In. M old to o,lwr Ilnr, taw orlRh.L p,llps ro rails eserr.., nett ♦.vlptmnt Far dell M ndr.r.11rvwlel fm rate qw+ f 11• .apmw Ilww f tamed m tai., nhlJecl ptsperty a.d p.)+tmr9 dlrrer.d ,o be 9r1dp I7 qrItl9wsl paroles rdya .tier. if M -I It (m i N1. grm [J.r the esemw Ndat s„tf lelmt G,sls to close, tlw: yeu s elr.elyd 1 .lost 7-11 nmr, Ina rl p1•ry mai .. .+tls �mnl„ m1Y nt of IM rwl. p[swsd Aneln.pt for heir alpnw•ts etch•,. stet to I•w1 Ilvm )n tle .. 1 J 1}t wwf aslpmn , mired by you. Yo, ate am fuenlah a y�v of tlnx Intent tom. mw.b,trts Ilwteto elmsl,q 9ulwvtd9 1/n wv 11 •h,ar•wt hT +i 1 1•la e•eew. to tlw lento mr I«a4 mot /er tlw opal <sl btaM,r o ba.i,n Inml.ey In Ihl Ire,ovellm •'rat r.vf�•1 [ s•N• Ipnl.r• m� 1•ri• Tn Iry 1 [ a • Ipso•t In.a•Iwr f btpre•1 67 tT,.tellm n 1.� with M widYnt I. rmwal mnw•1 mf mp me all mf lie p 11 •lerelo, yat atoll reuln tlw rlRltmle dwblel ry and all serve macs. fees wrl dgpm.s provlrhl fm. Irr.in [rtm a91A .•shawl m, bwnb,r«I (•r L . pagp,l l.a mr ,IRI•I s. ss1A aslpmFill ar Lwnle, torsi rhsr,ow.11rtR... 15. If be,. 19 on Willa, a,rlviry by a print((.[ ,.livered to fist.• oscrta, within may ale -month to rl[rl after the Ilmr limit dale as spa forth In the tssa, ln•Ine.rmo or watipt. pm! «vela. ttef r,e .p.•S dilattlm Jwll ttv.dro,e st pee [(Rim ad au dortrmfs, mrdin W alpr IIn. Iwb1 by yn..lul l M relunwl In tin n awclw all l.n w ;Isle IIwRI Ipa9 lets std dur;e9 Mmin p.1dam. IA. If mp elwk .eAmllreh to ,wets Is dlslvvnn.l .pm P,ps«•tmmr for payma•1, You are enborlam M not If/ 911 prtnelpla ardlor dwlr respecl let .Rmra of prh mY.paeet. 17, list, lw•Inm,law may he n_med In minlntarls, ..4% of Jilt. dell M .k,.n.l an erlRbnl regardless of the dale of Its e9entlm am d.lawry. All at". ommterpwats I,w•rlr, Awttl tarul It•.[. mp...I tlw .•mr, d•ssrestc• Ire. Tim feftlps to these ewer.•, In•r,nw,rim, molodae jest to destroy these bnlncllam am all other howled I. am owed, in this pants el am Ilse after flue (5) y..c, frto dare of elmpp or eonv. DATE: *AT RECEIVED FROM 1 GTliDrti. ❑ Other THE SUM OF /�iY .�ilEf/SifhO a�( -t- BY El Cash, El Cashier's check y� Pars PAYABLE TO .7b .01VAIA 1 ,I 11'r , 11 1.'. IN I Ina ,, 11) „1 /1111,11111 !1111 i \i i., ,l',I .....1 Ill / \1111 l./ \lit 111111 CALIFORNIA ASSOCIATION OF REALTORS'" (CAR) STANDARD FORM aA� • California, ❑ An Individual, Corporation, ❑ Partnershlp, check Or ❑ ) � i .n.. TO BE HELD UN�p�,q IL ACCEPT CE of this offer a deposlt'f0 be applied -toward the PURCHASE PRIB2 °��% �° %W,4 J0 � FOR PURCHASE OF PROPERTY SITUATEDAN _ COUNT Dollars $ZO Aves, — Dollars $JZq T_ _ , California, tut iv i Car-.lo �7r mow' ASSESSOR'S PARCEL NO.: 1. FINANCING: The obtaining of Buyer's financing Is a contingency of this agreement. A. DEPOSIT upon acceptance, to be deposited into $ B. INCREASED DEPOSIT within days of acceptance to be deposited into $ C. BALANCE OF DOWN PAYMENT to be deposited Into .cam« on or before ap7 19p�L $ D. BALANCE OF PURCHASE PRICE: (1) Buyer to apply, quality for and obtain a NEW FIRST LOAN in an amount, not less than .............................. $ at a ❑ fixed interest rate .. not to exceed _4b per year or ❑ variable interest rate not to exceed _% per year at origination with -a maximum increase over life of loan not to exceed 4b. Initial monthly payments not to exceed $ . Loan to be amortized over a period of not less than years and all due In not less than_ years. Loan fees not to exceed _40 of the amount of the loan. Additional terms and conditions: (2) Buyer ❑ to assume, ❑ to take title subject to an EXISTING FIRST LOAN. with approximate balance Of .............. $ in favor of payable monthly at $ including interst at _4b ❑ fixed rate,. ❑ other Additional (3) Buyer to execute a NOTE SECURED BY a ❑ first, ❑ second, ❑ third DEED OF TRUST in the amount of $ IN FAVOR OF SELLER payable monthly at $ Including Interest.. at p%o all due years from date of origination, ❑ or upon safe ortransfer Otsubject property. A late chargeof shall be dueon any installment not paid within days of due date. El Deed of Trust to contain a request for notice of default or sale for the benefit of Seller. Buyer ❑ will, ❑ will not execute a request for notice of delinquency. Additional terms: (4) Buyer to apply, quality for and obtain a NEW SECOND LOAN In an amount not less than ........................... $ at a ❑ fixed interest rate not to exceed _46 per year or ❑ variable interest rate not to exceed _% per year at origination with a maximum increase over life of loan not to exceed 4b. Initial monthly payments not t0 exceed $ . Loan to be amortized over a period of not less than years and all due in not less than years. Loan fees not to exceed _40 of the amount of the loan. Additional terms and conditions: (5) Buyer ❑ to assume; ❑ to lake title subject to an EXISTING SECOND LOAN with an approximate balance of ........ $ in favor Of payable: monthly at $ including interest at % ❑ fixed rate, ❑ other . Buyer fees not to exceed Additional terms: (6) Buyer agrees to act diligently and in good faith to obtain all applicable financing. (7) Other: E. TOTAL PURCHASE PRICE:.._ ..............:................................ ............................... $ ttw._- F. NOTIFICATION: (1) Buyer shall be allowed days from acceptance to give notice to Seller that Buyer has or has not obtained financing. (2) If Buyer gives notice that financing has been obtained within the time set forth in (F7), then the contingency is thereby Waived.. (3) If Buyer gives notice that financing has not been obtained Within the time set forth In (F7), then Buyer must concurrently Waive the financing contingency or cancel the agreement In writing. (4) H Buyer fails to give notice asset forth in (F2) or (F3), then .Seller may cancel this agreement within —days after expiration Of the time set forth In (F7). (5) If the agreement Is Cancelled, the deposit plus interest, If any, less escrow and title company Cancellation fees and Costs, shall be returned to the Buyer. Buyer and Seller acknowl ecelpt of copy of this page, which constitutes Page 1 of 46� Pages Buyer's Initials ( ) ( y Server's indiais ( ) ( ) THIS STANDARDIZEDDOCUMENT FOR USE IN SIMPLE TRANSA ONS HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS' INFORMONLY. NO REPRESENTATION IS MADE AS TO THE APPROVAL OF THE FORM OF ANY SUPPLEMENTS NOT CURRENTLY PUBLISHED BY THE CALIFORNIA. ASSOCIATION OF REALTORS, OR THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. IT SHOULD NOT BE USED IN COMPLEX TRANSACTIONS OR WITH EXTENSIVE RIDERS OR ADDITIONS. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGALOR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. The copyrighl laws of the United stales (17 U S.Cooe) forbid the Unauthorized OFFICE USE ONLY reproduction of this form by any means including facsimile or computerized formats. Rb Broker or Desl nee Capyriuth rein.enue, Lit AnASSOCIATION OF REALTORS" y 9 525 South VirgilAvenue, Los Angeles, Caltlornle 9ap2a BROKERS COPY M- MO -OcCeo COMMERCIAL REAL ESTATE PURCHASE CONTRACT (CDL -14 PAGE 1 OF 6) COMMERCIAL REAL ESTATE PURCHASE CONTRACT (CDL -14 PAGE 2 OF 6) _ VV11111r1 C r1M IM L MCM& CJ IMIC v f1 M"ftJ= MViii 1 f1MM1 tM W &- I V rMpC J Vr O) MEI SE PH T(D 4rt tCOMR AL HEAL ESIAI UR A CON RACT(C-14a Ul- i G .ASSUMPTION OR "SUBJECT TO "; In the event Buyer assumes or takes title subject to an existing loan, Seller shall provide Buyer with copies of applicable notes and Deeds of Trust. A loan m tain a number of features which affect the loan, as interest rate changes, monthly payment changes. balloon payments, acceleration provisi etc. Buyer shall be allowed days attar re of such copies to notify Seller in writing of disapproval. Buyer's approval shall not be unreasonably withheld. Difference in existing loan balances shall be adjusted in ❑. Cash, ❑ Other Paragraph 21 is Incorporated herein. H. .ADDITIONAL FINANCING TERMS: 2. SUPPLEMENTS: The ATTACHED supplements are Incorporated herein:.:— :'^ ❑ ❑ - 3. ESCROW:. Ruvnr and Soeol Ain't deliver signed Inshuctions to I_A&&ik2MY the escrow holder wit�hin days of acceptance wh" h sh I provide I r closing within 04F_ days of acceptance. Escrow lees to be paid as follows: e/oy 4. CREDIT INFORMATION: If this agreement requires the Seller to finance all or any part of the purchase price then Buyer shall, within days, deliver to Seller credit information for Seller's approval, which . shall not be unreasonably withheld. Seller may, within .days from receipt of such credit information, give Buyer notice of disapproval and cancel this agreement. Seller's failure to give notice of disapproval shall conclusively be deemed approval. 5. TITLE: Title is to be free of liens, encumbrances;, easements, restrictions, rights and conditions of record or known to Seller, . other than the following: (a) Current property taxes, (b) covenants, conditions, restrictions, ancipublic utility easements of record, Harry, provided the same do not adversely affect the continued use of the property for the purposes for which it is presen ly being used, unless reasonably disapproved by Buyer in writing within -� days from receipt of a current preliminary report furnished at � expense, and (c) Seller shall furnish Buyer title policy issued by /_ 1L7✓/-, C--.V, /- „/��/ Company, showing title vested in Buyer subject only to the above. If Seller is unwilling or unable to eliminate any title matter disapproved by Buyer as above, Buyer may terminate this agreement. If Seller fails to deliver title as above. Buyer may terminate this agreement; in either case, the deposit shall be returned to Buyer. Paragraph 21 Is Incorporated herein. ,�gg 6. VESTIN Unless otherwise designated i9 th§.ascrow igstructicna of Buyer, tills shall vest as follows: G7J"l A'° . � � /llYt/� ,L/�liflV�L/ /.O //l2fFTiXL! �_ (The manner of taking title may have sfgnificgnt legal and tax consequences. Therefore, give this matter serious consideration.) 7. ASSIGNMENT. Buyer shall not assign all or any pan of its interests in this agreement without first having obtained the written consent of Seller. such consent shall not be unreasonably withheld. Any total or partial assignment shall not relieve Buyer of its obligations pursuant eement. 8. PRORATIONS: Property taxes, payments on bonds and assessments assumed by Bu e1 T erest, rents, association4dVX!s on insurance acceptable to Bu r and shall be r/�'I ant and prorated as ofa da of recordation of the deed; or Bonds or assessments now a lien she 'Quaid current by Seller, ts not yet due to be assumed by Buyer; or pal In f II by Seller, including payments not yet due; or ❑ . County Transfer tax shall be �J� . The e�Aripr transfer tax or transfer fee shall be paid byld �4� %6 . PROPERTY WILL BE REASSESSED UPON CHANGE OF OWNERSHIP. THIS WILL AFFECT THE TAXES. TO BE PAID. A Supplemental tax bill will be issued, which shall be paid as follows: (a) for periods after close of escrow, by Buyer (or by final acquiring party if part of an exchange), and (b) for periods prior to close of escrow, by Seller TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. 9. POSSESSION; Possession and occupancy, subject to the rights of tenants under existing leases; shall be delivered to Buyer on close of escrow, or ❑ not later than days after close of escrow, or ❑ 10. KEYS: Seller shall, at close of escrow, provide Buyer with keys or means to operate all property locks and alarms, if any.. 11. FIXTURES: Excluding trade fixtures, all permanently installed fixtures and fittings that are attached to the Property or for which special openings have been made are included in the purchase price;, including but not limited to the following if owned by Seller: heating, ventilating, and air conditioning system(s), security system(s), telecommunication systems electrical and other power system(s), light and plumbing fixtures, builNn appliances; screens, awnings; shutters, all window coverings, attached floor coverings, trees and shrubs, sign(s) and except P,iL61r �y1 12. SMOKE DETECTOR(S), FIRE EXTINGUISHER(S), SPRINKLER(S), AND O S): If required by law; approved smoke detector(s), fire extinguisher(s), sprinkler(s), and hose(s) shall be installed prior to close of escrow at the expense of ❑ Buyer ❑ Seller. If required by law, Seller shall deliver to Buyer a written statement of compliance prior to close of escrow. 13. SECURITY DEPOSITS: Security deposits, it any, to the extent they have not been applied by Seller in accordance with the rental agreement and current law, shall be transferred to Buyer on close of escrow. Seller shall notify each tenant in compliance with the Civil Code. 14. PERMITS: Seller shall deliver to Buyer; within I days from acceptance, copies of all permits and approvals concerning the Property obtained from any governmental entity, including but not limited to, Certificates of Occupancy, Conditional Use Permits, and Development Plans, and licenses and permits pertaining to the .operation of the Property. %� 15. STRUCTURAL MODIFICATIONS: Within C�� days from acceptance, Seller shall disclose to Buyer in writing any known structural additions or alterations, or the installation, alteration, repair; or replacement of significant components of the structures upon the Property. Buyer is allowed days after receipt of such disclosure to notify Seller in writing of disapproval. Paragraph 21 Is Incorporated herein. Buyer and Seller acknowl eipt of copy of this page, which constitutes Page 2 of 6 Pages Buyer's Initials ( ) ( ) Seller's Initials I-) ( ) OFFICE USE ONLY Reviewed by Broker or Designee � Date �i r r BROKERS COPY M- mo.o.rb COMMERCIAL REAL ESTATE PURCHASE CONTRACT (CDL -14 PAGE 2 OF 6) _ I vmmcn VrnL ncnL corn. C ,vnVrino= LVnr n,nL r 14v,,, f•n,xQ a , Yf COMMERCIAL REAL ESTATE PURCHASE CONTRACT (CDL -14 PAGE 4 OF 6) — COMMERCIAL RtAL tt;lAtE PURCHASE CONTRACT ((t.UL -14 PAGt_ 5 Vh 6) 16, TAX WITHHOLDING; Under the Foreign�stment in Real Property Tax Act ( FIRPTA), IRC §� every Buyer of U.S. real property must, unless an exemption applies, deduct and withhold fro Iler's ,proceeds 10% of the gross sales price. Un alifornia Revenue and Taxation Code § §18805 and 26131, the Buyer must deduct and withhold an additional one -third of the amount required to be withheld under federal law. The primary FIRPTA exemptions are: No withholding is required if (a) Seller provides Buyer with an affidavit under penalty of perjury, that Seller is not a "foreign person;' or (b) Seller provides Buyer with a "qualifying statement" issued by the Internal Revenue Service. Seller and Buyer agree to execute and deliver as directed any instrument, affidavit, or statement reasonably necessary to carryout those statutes and regulations promulgated thereunder.. 17. MULTIPLE LISTING SERVICE: If a Broker is a participant of a multiple listing service ( "MLS "), the Broker is authorized to report the sale, its price, terms; and financing for the publication, dissemination, information, and use of the authorized MLS participants and subscribers. 16. FLOOD HAZARD AREA DISCLOSURE: It the subject property is situated In a "Special Flood Hazard Area" as set forth on a Fegetal Emergency Management Agency (FEMA) "Flood Insurance Rate Map" (FIRM) or "Flood Hazard Boundary Map" (FHBM) then Seller shall; within —,,,F�Jr�L days from acceptance, disclose this fact, In writing, to Buyer. The law provides that as a condition of obtaining financing on most structures located in a "Special Flood Hazard Area;' tenders require r Insurance where the property or its attachments are security for a loan. Buyer is allowed days from receipt of the disclosure, to make further inquiries at Buyer's lender, insurance agent, or other appropriate entities. When such inquiries isclose conditions or information unsatisfactory to the Buyer, Buyer shall give written notice of disapproval to Seller within this latter time period. Paragraph 21 Is Incorporated herein, 19. GEOLOGIC HAZARD ZONES: If the subject property is situated in a Special Studies Zone as designated under § §2621 -2625; inclusive, of the California Public R.efroes Code or in a locally designated geological hazard zone(s) or area(s) where disclosure is required by local ordinance, then Seller shall, within �1L days from acceptance, disclose this fact in writing to Buyer, The construction or development of any structure for human occupancy located within a (special studies zone may be subject to the findings of a geologic report prepared by a geologist registered in the State of California, unless such report is waived by the City or County under the terms of that act. Buyer is allowed days from receipt of the disclosure to make further inquiries at appropriate governmental agencies concerning the use of the subject property under the terms of the Special Studies Zone Act and local building, zoning, fire, health and safety codes. When such inquiries disclose conditions or information unsatisfactory to the Buyer, Buyer shall give written notice of disapproval to Seller within this latter time period. Paragraph 21 Is Incorporated herein, 20; ADDITIONAL TERMS AND CONDITIONS: ONLY THE FOLLOWING PARAGRAPHS "A" THROUGH "M" WHEN INITIALLED BY BOTH BUYER AND SELLER ARE INCORPORATED IN THIS AGREEMENT, 9arer MMIM Seller's Initials J'U(�/ A, PHYSICAL AND GEOLOGICAL INSPECTION: Buyer shell have the right, at Buyer's expense, to select a licensed ccUractor and/or other qualified professional(s), to make "Inspections" (including tests, surveys, other studies, inspections; and investigations) of the subject property including but not limited to structural, plumbing, sewerlseptic system, well, treating, ventilation, and air conditioning systems, electrical, built-in appliances, roof; soils; foundation, mechanical systems, pool, pool heater, pool filter, air conditioning, if any, possible environmental hazards such as, but not limited to, . asbestos, formaldehyde, radon gas and other substanceslproducts, and geologic. conditions. Buyer shall keep the subject property free and clear of any liens; indemnity and hold Seller harmless from all liability, claims, demands, damages, or costs; and repair all damages to the property arising from the "Inspections." Following any such entry or inspection, unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was In prior to such entry or work, including the recompaction of any disrupted soil. All claimed defects concerning the condition of the property that adversely affect the continued use of the property for the purposes for which it is presently being used (❑ or proposed use as ) shall be in writing, supported by written reports, if any, and delivered to Seller within days from acceptance FOR "INSPECTIONS" OTHER THAN GEOLOGICAL, and/or within .days for GEOLOGICAL "INSPECTIONS:' Buyer shall furnish Seller copies, at no cost, of all reports concerning the propeny obtained by Buyer, When such reports disclose conditions or information unsatisfactory to the Buyer; which the Seller is unwilling or unable to correct, Buyer may cancel this agreement. Seller shall make the premises available for all Inspections, Paragraph 21 Is Incorporated herein, 11"er's Is Seller's Initials B. CONDITION OF PROPERTY: Seller warrants, through the date possession is made available to Buyer, that property end Aprovemenls shall be maintained in the same condition as upon the date of acceptance. Buyer to take possession of, and accept, the Property, both surface and subsurface, and all improvements thereon, in its existing .condition as of date of acceptance with no warranties or representations as to (1) merchantability, quality or suitability or (2) compliance with local, slate or federal law unless otherwise provided in this contract except for those conditions which Seller agrees, in writing; to correct pursuant to paragraph 20(a). .Buyer's In Seller's Initials Ar C. SELLER REPRESENTATION; Seller warrants that Seller has no knowledge: (a) of any notice of violations of City, County, State, eral, Building, Zoning, Fire or Health codes, regulations or ordinances, filed or issued against the Property; (b) of any current pending lawsuit(s), investigation(s), inquiry(ies), actions or other proceeding(s) affecting the Property or the right to use and occupy it; (c) of any unsatisfied mechanic or materialman lien(s) affecting the Property; and (d) that any tenant of the property is the subject of a bankruptcy. If Seller receives any such notice prior to close of escrow, Seller shall immediately notify Buyer. Buyer Is allowed days after receipt of notification to give Seller written notice of disapproval. Paragraph 21 Is Incorporated herein, Buyer In Seller'. InnlNe D. PERSONAL PROPERTY- A complete inventory of all personal property of Seller currently used in the operation of the Property and included in purchase price shall be delivered to Buyer within days of acceptance. Buyer is allowed __ days after receipt to notify Seller in writing of disapproval. Seller shall deliver title to the personal property by Bill of .Sale, free of all liens and encumbrances, and without warranty of condition, except ..As additional security for any note in favor of Seller for any part of the purchase price, Buyer shall execute a UCC-1 Financing Statement to be filed with the Secretary of State covering the personal property included in the purchase, replacement thereof, and Insurance proceeds. Paragraph 21 Is Incorporated herein, Buyer' l Salbr's Initials � / ^/v /,/apt � E; SURVEY, PLANS AND ENGINEERING DOCUMENTS; Within days from acceptance, Seller shall at no cost to Buyer, deliver to Buyer copies of surveys, plans, specifications and engineering documents, if any, prepared on Sellers behalf or in Seller's possession. Buyer's In Seller's Initials F, SUITABILITY FOR INTENDED USE: Within days from acceptance, Buyerat. Buyer's expense shall determine the su ability of the Property for Buyer's intended use. Buyer to make Buyer's own determination of suitability, through inquiries, Investigations, studies or any other means, concerning past, present, or proposed factual matters regarding the property including laws, zoning, ordinances, referendums, initiatives and votes. If such matters are unsatisfactory to Buyer, Buyer shall give written notice of disapproval to Seller within the time period herein. Paragraph 21 Is Incorporated herein, Buyer and Seller ackn 61' eipt of of this page, which constitutes Page 3 of Pages. Buyer's Initials ( d ) ( ) Seller's Initials I—) ( ) FOFFICE USE ONLY Data by Broker or Designee �. ftil°amabuw'�i°r 13ROKERS COPY MIMO -OC.90 COMMERCIAL REAL ESTATE PURCHASE CONTRACT (CDL -14 PAGE 3 OF 6) COMMERCIAL REAL ESTATE PURCHASE CONTRACT (CDL -14 PAGE 4 OF 6) COMMERCIAL HtAL E51AI'IE PURCHASE CONTRACT (-UL -14 f AUt 5 Vh 5) ;,UUlecl I'lupuuy Addwss. _k— _'r i1' rW . •. • . �' ry a o.. �. . IF .1 nMlsb Seller's Ineleb ALES DURING ESCROW: (a) Prior to close of escr�eller may engage in the following acts subject to Buyer's rig t fin Subparagraph (b): (1) rent or lease any vacant unit, or other part of the premises, (2) alter, modify or extend any existing rental or lease agreement, (3) enter into, alter, modify or extend any service contract(s), or (4) change thestatus -of the condition of property. (b) At least days prior to any proposed changes, Seller shall give written notice to Buyer of such proposed changes. Buyer shall be allowed 4— days after receipt of such notice to notify Seller, in writing„ of disapproval of any such proposed change. Paragraph 21 Is incorporated herein. Buyer' Inelsls Seller. initials H. RENTAL/SERVICE AGREEMENTS: Within __T__ days of acceptance. Seller shall make available to Buyer for ins ion and review: (1) all current leases. agreements, service contracts and other agreements, pertaining to the operation of the Property; (2) a rental statement . including names of tenants, rental rates, period of rental, date of last rent increase, security deposits, rental concessions; rebates or other benefits, if any, and a list of delinquent rents and their duration. Seller represents that no tenant is entitled to any rebate, concession or other benefit except as set forth in the documents. Seller represents that the documents to be furnished are those maintained in the ordinary and normal course of business. Buyer shall be allowed days after receipt to notify Seller in writing of disapproval. Paragraph 21 Is Incorporated herein. .+ score.•, Ieftbls LJNCOMFJEXPENSESTATEMENTS: Within days of acceptance, :Seller shall make available to Buyer a statement of income and expenses pertaining to the subject property. Seller represents that income and expense statements are based upon records maintained in the ordinary and normal course of business and used by Seller in the computation of federal and state income tax returns. Buyer shall be allowed days after receipt to notify Seller in writing of disapproval. Paragraph 21 is incorporated herein. Bu meals Sellers Ineleb J. ESTOPPEL CERTIFICATES: Within days from request by Buyer or Lender for estoppel. certificates; Seller shall de' er to all tenants written requests for such certificates acknowledging that their rental or lease agreements are unmodified and in full force and effect, or if modified, stating all such modifications. Seller shall deliver to escrow all such .certificates received from tenants within 7 .days thereafter. Buyer'Fe,Veach Seller's Initials K. EXCHANGE: If either Seller or Buyer intends to use this transaction as part of a tax - deferred, like -kind (IRC §1031) exch party shall cooperatewith the other in order to effectuate such an exchange, Including the execution of any documents necessary for such purpose, subject to the following limitations: (a) neither party shall be obligated to either shorten or extend the closing date; (b) all costs associated with the exchange shall be paid by the party requesting the exchange; (c) the party requesting the exchange shall indemnity and hold harmless the other party(ies) whose cooperation is requested from all liability arising from the exchange; (d) neither Buyer nor Seller shall be required to take title to another property for purposes of accommodating an exchange unless specifically agreed upon in writing; (e) this transaction shall close as a rate on all other terms of this agreement, unless the party requesting the exchange completes all steps necessary to close as an exchange.. (Parties should consult their legal and /or tax advisors regarding structuring and legal consequences of an exchange.) Buyer's 1 Seller's Ineisls L. LIQUIDATED DAMAGES: If Buyer fails to complete said purchase as herein provided by reason of any defaul of Buyer, Seller shall be released from obligation to sell the property to Buyer and may proceed against Buyer upon any claim or remedy which helshe may have In law or equity; provided, however, that by Initialling this paragraph Buyer and Seller agree that Seiler shall retain S , plus Interest, if any, on such portion of this amount which has been deposited in escrow as liquidated damages. (Funds deposited in trust accounts or In escrow are not released automatically in the event of a dispute. Release of funds requires written agreement of the parties, judicial decision or arbitration.) M. ARBITRATION OF DISPUTES: Any dispute or claim In law or equity arising out of this contract or any resulting transaction shall be decided by neutral binding arbitration In accordance with the rules of the American Arbitration Association, and not by court action except as provided by California paw for judicial review of arbitration proceedings. Judgment upon . the award rendered by the arbitrator(s) .may be entered in any court having jurisdiction thereof. The parties shall have the right to discovery In accordance with Code of Civil Procedure §1283.05. The following matters are excluded from arbitration hereunder: (a) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, or real property sales contract as defined in Civil Code §2985, (b) an unlawful detainer action, (c) the filing or enforcement of a mechanic's lien, (d) any matter which is within the jurisdiction of a probate court, or (e) an action for bodily injury or wrongful death, or for latent or patent defects to which Coale of Civil Procedure §3371 or §337.15 applies. The filing of a judicial action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver of the right to arbitrate under this provision. Any dispute or claim by or against broker(s) and /or associate lfcensee(s). participating In this transaction shall be submitted to arbitration consistent with the provision above only if the broker(s) and/or associate licensee(s) making the claim or against whom the claim is made shall have agreed to submit it to arbitration consistent with this provision. "NOTICE: BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY:' "WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION:' Beyer t 71� selier's Inelas 21, BUYER DISAPPROVAL: When r Buyer gives written notice of disapproval pursuant to Paragraph(s) 1G, 5, 15, 18, 19, 20A, 20C, 20D, 20F, 20G, 20H, or 201 above, Seller shall have days from receipt of such notice to respond in writing to Buyer's disapproval. If Seller is unwilling or unable to correct the condition(s) disapproved of by Bu r, or if Seller does not respond by the time set forth herein, then Buyer may cancel this agreement by providing written notice of cancellation to Seller within .-M days from receipt of Seller's response or from expiration of the time set for Seller's response: BUYER'S FAILURE TO GIVE WRITTEN NOTICE OF DISAPPROVAL OR CANCELLATION SHALL CONCLUSIVELY BE DEEMED APPROVAL OF THE PROPERTY ORCONDITION AS IT THEN EXISTS. Buyer and Seller acknowlggdd eipt of copy of this page, which constitutes Page 4 of 6 Pages. Buyer's Initials O ( ) Seller's Initials ( ) ( ) OFFICE USE ONLY Reviewed by Broker or Designee Date o+I"n RROKF_RS COPY M41O-0d so COMMERCIAL REAL ESTATE PURCHASE CONTRACT (CDL -14 PAGE 4 OF 6) COMMEHU.IAL HtAL hS IATE. PURCHASE CONTRACT r 'UL -114 MAU11- 5 UIh 81 22. "'AA ty ,,,,d, 55. �- `_. —_� - a�i;ir� i�i'.� : �I%!� L�YG�� 90�� /—'r✓— ,s 23. AGENCY CONFIRMATION: The following agency relationshi�p((ss,)..,arree hereby confirmed for this. transaction (PRINT FIRM NAMEIS)): LISTING AGENT. ��,w�� � !s' • is the agent of (check one): ❑ The Seller exclusively; orrX both the Buyer raand Seller %elle� SELLING AGENT:/'.9��/ L�•� � m, "y (if not the same as listing Agent) is the agent of (check one): ❑ the Buyer exclusively; or ❑ the Seller exclusively; or Vd both the Buyer and Seller. 24. BROKERAGE: Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to, alicensed real estate broker (individual or corporate), agent, or finder, or other entity, other than as specified in this agreement, in connection with any act relating to the Property, including but not limited to inquiries, introductions, consultations and negotiations, leading to this agreement. Buyer and Seller each agree to indemnify and hold harmless the other, and the brokers specified herein, and their agents, from and against any costs, expenses, or liability for compensation claimed inconsistent with the warranty and representation in this paragraph. 25. AUTHORITY: Any person or persons signing this agreement represents that such person has full power and authority to bind that person(s) principal and that the designated Seller and Buyer have the full authority to enter into and perform this agreement. Entering into this agreement and the completion of the obligations pursuant to this contract does not violate any Articles of incorporation, Bylaws, Partnership Agreement or other document governing the activity of either Seller or Buyer. 26. SUCCESSORS AND ASSIGNS: This agreement shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors and assigns except as otherwise provided herein. 27. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge:. (1) Federal, state and local legislation imposes liability upon existing and former owners and users of real property, in applicable situations; for certain legislatively defined, environmentally hazardous. substances, (2) Broker(s) has/have made no representation concerning the applicability of any such law to this transaction or to Buyer or to Seller except as otherwise indicated in this agreement or in another document, (3) Broke(s) haslhave made no representation concerning the existence, testing, discovery, location and evaluation ofllor, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the property, and (4) Buyer and Seller are each advised to consuh with technical and legal experts concerning the existence, testing, discovery, location and evaluation oflfor, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the property. 8. PROFESSIONAL CONSULTATION: Buyer and Seller acknowledge that they are advised to consult appropriate professionals concerning any and all existing or potential legal, tax and environmental responsibilities, implications and impacts to them resulting from this agreement. Broker has made no representations regarding the above matters. 9. COPIES: Seller and Buyer each represent that copies of all reports: documents; certificates; approvals and other documents which are furnished to the other are true, correct and unaltered copies of the original documents if the originals are in the possession of the party furnishing same. 0. ATTORNEY'S FEES: In any action, proceeding or arbitration arising out of this agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. 1. GOVERNING LAW: This agreement shall be governed by the laws of the State of California. 2. ENTIRE CONTRACT. Time is of the essence. No extension of time for performance of any act or obligation shall be deemed an extension of time for any other act or obligation. All prior agreements between the parties are incorporated in this agreement which constitutes the entire contract. Its terms are intended by the parties as a final expression of their agreement . with respect to such terms . as are included herein and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. The parties further intend that this agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this agreement. 3. AMENDMENTS: This agreement may not be amended, modified, altered or changed In any respect whatsoever except by a further agreement In writing executed by Buyer and Seller. 4. CAPTIONS: The captions in this agreement are for convenience of reference only and are not intended as part of this agreement. 5. NOTICES: Whenever any Party shall give notice pursuant to this agreement, each such notice shall be in writing and shall be delivered personally or by facsimile or by mail, postage prepaid, addressed as set forth below. TO SELLER: Name Rif n\ tz,�Ay-II g0' ' toe Address - 330'0 � e w' C K)'ewttokA -NAA.C49a &r&' Fax TO BUYER: Name Address Fax If either notice address above has been left blank, notice shall be delivered to the address set forth below the recipients signature of acceptance. Either party may change its notice address by providing notice thereof to the other party. Buyer and Seller acknowl eipt of copy of this page, which constitutes Page 5 of � Pages. Buyer's Initials ( I-) Seller's Initials ( ) ( ) OFFICE USE ONLY Reoiewed a/ Broker of Designee � Dell ITT OKF -n r1opY ra+roaa.cir COMMERCIAL REAL ESTATE PURCHASE CONTRACT (COL 14 PAGE 5 nF Ai oubject;Property Address: 36. DEFINITIONS: The following terms, wheitr used in this agreement, shall have the meaning forth below: Acceptance: The date on which the offer, or last counter offer, is signed and communicated to the offeror consistent with the offer or counter offer. Agreement: The terms of this offer plus those of any counter offer, supplement, exhibit and/or addendum. Broker: Any broker or brokers named in this agreement and any licensee acting through such broker or brokers. Days: Calendar days. Property: The property to be acquired by the Buyer as a result of this agreement. 37. OFFER: This constitutes an offer to purchase the described property. Unless acceptance is signed by Seller and a signed copy delivered in person, by mall, or facsimile, and received by Buyer, at the notice address, or by who is authorized to receive it on behalf of Buyer, at the address below, within 7 days of the date hereof, this offer shall be deemed revoked and the deposit shall be returned. Buyer has read and acknowledges receipt of a copy of this offer. This agreement and any supplement, addendum or modification relating hereto, including any photocopy or facsimile thereof, may be executed in two or more counterparts, all of which shall constitute one and the same writing. t REAL ESTATE BROKER !mil/ By ,�//�� L' Name Printed: Awl Address Taa 4. n 1 IMMENSENESS BUYER By Address 3SOO N ew�pk: 9014 BUYER 1514 N TelephoneGm�7'�� Fax.7/1F`.5 :00C Telephone 6'f 1 –�L4� Fax (O-1ti_30– L ACCEPTANCE The undersigned Seller accepts and agrees to Sell the property on the above terms and conditions and agrees to the above confirmation of agency relationship. (❑ subject to attached counter offer). Seller agrees to pay to Broker L_J�`LT�ic' .r'�lYA.�LiaN/J's91L7T3/i compensation for services as follows: LY.P Z!% r / �F • f��yr //YGr✓e. Payable: (a) On recordation of the deed or other evidence of title, or (b) if completion of sale is prevented by default of Seller, upon Seller's default, or (c) if completion of sale is prevented by default of Buyer, only if and when Seller collects damages from Buyer, by suit or otherwise, and then in an amount not less than one -half of the damages recovered, but not to exceed the above fee, after first deducting title and escrow expenses and the expenses of collection, if any or (d) upon mutual rescission of this agreement by Seller and Buyer without the prior written consent of Broker. Seller shall execute and deliver an escrow instruction irrevocably assigning the compensation for service in an amount equal to the compensation agreed to above. In any action, proceeding, or arbitration between Broker and Seller arising out of this agreement, the prevailing party shall be entitled to reasonable attorney's tees and costs. The undersigned has read and acknowledges receipt of a copy of this agreement and authorizes Broker to deliver a signed copy to Buyer. REAL ESTATE BROKER SELLER By By Name Printed: �'� /� Title— Address Telephone % 7J �O�/ Fax Z/,�" 6/Ar– 47%J Telephone Fax OFFICE USE ONLY This b m Is milade M use by Ins erdm and edds )WWW.. TM use d this is rM(Mended b Identity tM Ueel m a REALTOR'. REALTOn' bs raosftr droMl msmbdahp mark which may beused.110 reel RBVIBWetl by erokefm Designee e� aalde licem who am membem d Ibe NATIONAL AS!iMIATI OF Date ��® REALTORS' arNMlosubacribelbfb Caded Ebbs. Page 6of Pages. I IROKFRS COPY "'"01W 90 CAUL ORNIq' _• DATE: i - -- 41/ AT RECEIVED FROM �iiQi'fi a ❑ Other // THE SUM OF ,Z �� r -- �'�---- --�- -- BY ❑ :Cash, _ ❑ Cashier's check, Personal check PAYABLE TO ��:'fx4Tf/ 7f'= ai>`iP/i TO BE HELD UNCASHED TUNTrIL�ACCEPTANCE of this offer a PURCHASE PRICE OF FOR PURCHASE OF PROPERTY SITUATED IN ❑ An Individual, Or ❑ to be apDlied"toward the Y' Corporation, California, Partnership, Dollars $� e�e'T" __ .. Dollars $ Vii! -✓!-? lr^o COUNTY OF _IfAXW',,- – _ , California, i'%i , // liryw I e'l i N • - ASSESSOR'S PARCEL NO.: FINANCING: The obtaining of .Buyer's financing is a contingency of this agreement. A. DEPOSIT upon acceptance, to be deposited into B. INCREASED DEPOSIT within days of acceptance to be deposited into $ C. BALANCE OF DOWN PAYMENT to be deposited India on or before : `�� tg' "� <�f. $ D. BALANCE OF PURCHASE PRICE: (t) Buyer to apply, qualify for and 1. FIRST LOAN s p , at e ❑ fixed interest rate not to per year or A `:- ❑ variable interest rate not to % per year at ` a igaBtlm6m n over life of loan not to exceed _%. Initial monthly coed $ - "'- - zed over a period of not less than —years and all due .v `� "" y years Loan the amount of the loan. Additional terms and conditions a- `�° . '- �s -- (2) Buyer ❑ to assume, ❑ to take Ott ING FIRST LOAN wI rice of .............. $ "'s, in favor of payabWf `1'i including mterst fixed rate, El other Additional (3) Buyer to execute a NOTE SECURED BY a ❑ first, ❑ second, ❑ third DEED OF TRUST in the amount of $ IN FAVOR OF SELLER payable monthly at $ including interest at _% all due _ years from date of origination, ❑ or upon sale or transfer of subject property. A late charge of shall be due on any installment not paid within _ days ot due date. ❑ Dead of Trust to contain a request for notice of default or sale for the benefit at Seller. Buyer ❑ will, ❑ will not execute a request for notice of delinquency. Additional terms: (4) Buyer to apply, quality for and obtain a NEW SECOND LOAN in an amount not less than .......................... $ at a ❑ fixed interest rate not to exceed _% per year or ❑ variable interest rate not to exceed _% per year at origination with a maximum increase over life of loan not to exceed _ %. Initial monthly payments not to exceed $ . Loan to be amortized over a period of not less than — years and all due in not less than _ years. Loan fees not to exceed _% of the amount of the loan. Additional terms and conditions: (5) Buyer ❑ to assume, ❑ to take title subject to an EXISTING SECOND LOAN with an approximate balance of ........ $ In favor of payable monthly at $ including interest at ,% ❑ fixed rase, ❑ other . Buyer fees not to exceed Additional terms: (6) Buyer agrees to act diligently and in good faith to obtain all applicable financing. M Other: E- TOTAL PURCHASE PRICE: ................................................................................. $ F. NOTIFICATION: (t) Buyer shall be allowed days from acceptance to give notice to Seller that Buyer has or has not obtained financing. (2) If Buyer gives notice that financing has been obtained within the time set forth in (Ft), then the contingency Is thereby waived. (3) If Buyer gives notice that financing has not been obtained within the time set forth in (Ft), then Buyer must concurrently waive the financing contingency or cancel the agreement In writing. (4) If Buyer fails to give notice asset forth in (F2) or (F3), then Seller may cancel INS agreement within _ days after expiration of the time set forth in (Ft). (5) If the agreement is cancelled, the deposit plus interest, if arty, less escrow and title company cancellation fees and costs, shall be returned to the Buyer. Buyer and Seller acknowledge receipt of copy of this page, which constitutes Page t of Z,– Pages. Buyer's Initials ( ) ( ) Seller's Initials I—) ( ) TH�BTAt�ARDREO DOCUM ENT FOR.USE INSIMPIE HAS BEEN APP DYTHE CALIFORMAASSOCLA71ON OF REALTORS" INFORM ONLY. NO REPRESENTATION `IS'T/V11F.ASTO THE APPROVALOFTHE FORM OF ANYSUPPI. EMENTS MOT CURRENTCY,PUBLISHED BY THE CAUFORNVI ASSOCIATION OF REALTORS® OR THE LEGAL VALIDITY $tOE p VERO ROR AIT Sj ? B I . �Yf1L.TA1E BROIiEri ISTH E PERSON OLI/ W FlED TO ADVISE ON REAL ESTATE TRAN3ACt>g6NB, IF YOU DESI RE LEGAL OR TAX ADV ICE, CONSULT AN APPROPR IATE PROFESSIONAL. The Copyryhl laws of the United slates (17 U. S.Codo) forbid the unauhhodzed OFFICE USE ONLY - reproduction or this form by any means inclUding facsimile or computerized formats. CWY69 O 1980, CAUFORNAASSOCIATION OF REALTORS- Revlewetl, by Broker or Designee .525 Sane V.0 Avenue, Lob AnpW, Cafri mla MM Date � r BUYERS COPY MMOeLxee —, `: COMMERCIAL REAL ESTATE PURCHASE_ CONTRACT (COL -14 PAGE 1 OF 61 :' ' Subject Property Address: "r P,�Aiiilikw 44, r7 G. ASSUMPTION OR "SUBJECT TO ": In the event Buyer assumes w takes title subject to an existing ban, Seller shall provide Buyer with copies of applicable notes and Deeds of Trust. A loan may contain a number of features which affect the loan, such as interest rate changes, monthly payment changes, balloon payments, acceleration provisions, etc. Buyer shall be allowed days after receipt of such copies to notify Seller in writing of disapproval. Buyer's approval shall not be unreasonably withheld. Difference in existing loan balances shall be adjusted in ❑ Cash, ❑ Other Paragraph 21 is incorporated herein. H. ADDITIONAL FINANCING TERMS: 2, SUPPLEMENTS: The ATTACHED supplemslris ttrar,-m�corporated hersdrr. 3. ESCROW: Buyer anQ.•Seller shall deliver, sllplad &Ietrucfons to - eaE'� ti the escrow holder, within days of acceptance which shall provide for closing -wdpie days of aoosptands Escrow lees to be paid is follows: z4p'-"V 1uyr -�r� 4. CREDIT INFORMATION: If this agreement requires.the.'Seller to finance afllr argr partof.ft purchase price then Buyer shall, within days, deliver to Seller credit information for Seller's WhIch Shall not be unreaso irflhhBld. Seller tray, within —days from receipt of such credit apPao�ral.; n�'Y..� .. .. Ys p information, give Buyer notice of disapproval arW_caiuloFtfristgreement. Seller's failure � *giye ntitks of disapproval shall conclusively be deemed approval. S. TITLE: Title is to be free of liens, encumbrances,. easements. restrictions, rights and corAKiiorrs of record or known to Seller, other than the following: (a) Current piopertytaxes, (b) covenants, conditions; rastrid'gns, and public utility easements of record, if wry, Provided the same do not adversely affect the continued use of the property for the purposes for which it i being used. unless reasonably disapproved by Buyer in writing within :1- days from receipt of a current preliminary report furnished at expense; and (c) Seller shall furnish Buyer at sloe policy issued by '�9ti /a lfA�d"/I�N1 /E_ �'o / p' ^'`f / /SS / Company, i showing fide vested in Buyer subject only to the above.. if Seller is unwilling or una�le to eli mingle any title matter disapproved by Buyer as above; Buyer may terminate this agreement. If Seller fails to deliver title as above, Buyer may terminate this agreement; in either case, the deposit shall be returned to Buyer. Paragraph 21 is Incorporated herein. 6. VESTING: Unless otherwise designated in the escrow irtstructions of Buyer, title shall vest as follows: (The manner of taking title may have significtint legal and tax consequences. Therefore, give this matter serious consideration.) Z ASSIGNMENT: Buyer shall not assign all orany part of is interests in this agreement without first having obtained the written consent of Seller, such consent . shall not be unreasonably withheld. Any total or partial assignment shall not relieve .Buyer of its obligations purse,ms eement. S. PROBATIONS: Property taxes, payments on bonds and assessments assumed by Buyer„i�r erest, rents, association on insurance acceptable to Buyer and shall be pai nt and prorated as of recordation of the deed; or ❑ - . Bonds or assessments now a lien slik" �e aid current by Seller, pet due to be assumed by Buyer; or �(f paid in full by Seller, including payments not yet due; or ❑ . County Transfer tax shall be paid by / ;'�'7 . The transfer tax or transfer fee shall be paid by PROPERTY WILL BE REASSESSED UPON CHANGE OF OWNERSHIP. THIS WILL AFFECT THE TAXES TO BE PAID. A Supplemental tax bill will be issued, which shall be paid as follows: (a) for periods after close of escrow, by Buyer (or by final acquiring parry if part of an exchange), and (b) for periods prior to close of escrow, by Seller. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. 9. POSSESSION: Possession and occupancy, subject to the rights of tenants under existing leases, shall be delivered to Buyer on close of escrow, or ❑ not later than days after close of escrow, or ❑ 10. KEYS: Seller shall, at close of escrow, provide Buyer with keys or means to operate all property locks and alarms, if any. 11. FIXTURES: Excluding trade fixtures, all permanently installed fixtures and fittings that are attached to the Property or for which special openings have been made are included in the purchase price, including but not limited to the following if owned by Seller: heating, ventilating, and air conditioning system(s), security system(s), telecommunication system(s), electrical and other power system(s), light and plumbing fixtures, built -In appliances, screens, . awnings, shutters, all window coverings, attached floor coverings, trees and shrubs, sign(s) and . except c 12. SMOKE DETECTOR(S), FIRE EXTINGUISHER(S), SPRINKLER(S), AND O: sprinkler($), and hose(s) shall be. installed prior to close of escrow at the expense of : If required by law, approved smoke detector(s), fire extinguisher(s), Buyer ❑ Seller.. If required by law, Seller shall deliver to Buyer a written statement of compliance prior to close of escrow. 13. SECURITY DEPOSITS: Security deposits, if any, to the extent they have not been applied by Seller in accordance with the rental agreement and current law, shall be transferred to Buyer on close of escrow. Seller shall notify each tenant in compliance with the Civil Code. 14. PERMITS: Seller shall deliver to Buyer, within ` days from acceptance, copies of all permits and approvals concerning the Property obtained from any governmental entity, including but not limited to, Certificates of Occupancy, Conditional Use Permits, and Development. Plans, and licenses and permits pertaining to the operation of the Properly. 15. STRUCTURAL MODIFICATIONS: Within Z4i days from acceptance, Seller shall disclose to Buyer in writing any known structural additions oraherations, or the installation, alteratlon, repair, or replacement of significant components of the structures upon the Property. Buyer is allowed days after receipt of such disclosure to notify Seller In writing of disapproval. Paragraph 21 is incorporated herein. Buyer and Seller acknowl ceipt of copy of this page, which constitutes Page 2 of Pages. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) OFFICE USE ONLY Reviewed by Broker or Designee. � Date BUYERS COPY wmo- od.9e IMMERCIAL REAL ESTATE PURCHASE CONTRACT (CDL -14 PAGE 2 OF At C Subject Property Address: . . It 16. TAX WITHHOLDING: Under the Foreign Investment in Real Property Tax Act ( FIRPTA), IRC §405, every Buyer of U.S. real property must, unless an exemption applies, deduct and withhold from Seller's proceeds 10% of the gross sales price. Under California Revenue and Taxation Code § §18605 and 26131, the Buyer must deduct and withhold an additional one4hird of the amount required to be withheld under federal law. The primary FIRPTA exemptions are: No withholding is required if (a) Seller provides Buyer with an affidavit under penalty of perjury, that Seller is not a "foreign person;' or (b) Seller provides Buyer with a "qualifying statement" issued by the Internal Revenue Service. Sellerand Buyer agree to execute and deliver as directed any instrument, affidavit, or statement reasonably necessary to carry out those statutes and regulations promulpatad thereunder. 17. MULTIPLE LISTING SERVICE: If a Broker is a participant of a multiple listing ( "MLS "), the Broker is authorized to report the sale, its price, terms, and financing for the publication, dissemination, information, and use of the authorized MLS participants and subscribers. 18. FLOOD HAZARD AREA DISCLOSURE: If the subject property is siW in a "Special Flood Hazard Area" as set forth on a Federal Emergency Management Agency (FEMA) "Flood. Insurance Rate Map" (FIRM) or "Flood Hazard Botindary, Map" (FHBM) then Seller shall, within days from acceptance, disclose this fact, in writing, to Buyer. The law provides that as a condition of obtaining financing on most structures located 'in a "Special Flood Hazard Area;' lenders require rid insurance where the property or its attachments are security for a loan. Buyer is allowed days from receipt of the disclosure, to make further inquiries at Buyer's lender, insurance agent, or other appropriate entities. When such inquiries Isclose conditions or information unsatisfactory to the Buyer, Buyer shall give written notice of disapproval to Seller within this latter time period. Paragraph 21 is incorporated herein. 19. GEOLOGIC HAZARD ZONES`. If the subject property is situated in a Special Studies Zone as designated under § §2621 -2625, inclusive, . of the California Public R�esQu�r.ces Code or in a locally designated geological hazard zone(s) or area(s) where disclosure is required by local ordinance, then Seller shall, ��[1 within ' 1 days from acceptance, disclose this fact in writing to BU)yter.The construction . or.development of any structure for human occupancy located k x within aspeclal studies zone may be subject to the findings of a g oaprt Qrepared by a geologisjregistered in the State of California, unless such report is waived by the :City or County under the terms of. that 301. ` Buyer is allowed `. days from re rthe disclosure to further inquiries at. appropriate governmental agencies concerning the use of the subject property under the terms of the Sp WJ -10tudies Zone Act a 1 building, zoning, fire, health and safety codes. When such inquiries disclose conditions or information unsatisfactory to tha'13ilj - , Buyer shall give written nolice.of disapproval to Seller within this latter time period. Paragraph 21 Is Incorporated herein. 20. ADDITIONAL TERMS AND CONDITION$,` ONLY THE FOLLOWING PARAGRAPHS A'^'- THROUGH "M" WHEN INITIALLED BOTH BUYER..AND SELLER ARE INCORPORATED IN THIS AGREfMENT. ' Buyer's Inalals Seller's In /aMk A. PNY$ICAL'AND GEOLOGICIU.dNSPECTION: Buyer shall have.ttte right, at Buyer's expense, to select a licensed c recOrtt for andPor other qualified professiona""' I)i to matey "Inspections" (fribluding tests, surveys, other studies, . inspections, and investigations) of the subject property including but not limited to structural, plumbing,.sewer/septic § ystim, well, heating, ventilation, and air conditioning systems, electrical, built -in appliances, - roof, soils, foundation, mechanical systems, pool, pool heater, pool fiher, air conditioning, if any, possible environmental hazards such as, but not limited to, asbestos, formaldehyde, radon gas and other substances/products, and geologic conditions. Buyer shall keep the subject property free and clear of any liens; indemnify and hold Seller harmless from all Iiabikty, claims, demands, damages, or costs; and repair all damages to the property arising from the "Inspections." Following any such entry or inspection, unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work, including the recompaction of any disrupted soil. All claimed defects concerning the condition of the property that adversely affect the continued use of the property for the purposes for which it is presently being used (❑ or proposed useas ) shall be in writing, supported by written reports, if any; and delivered to Seller within days from acceptance FOR "INSPECTIONS" OTHER THAN GEOLOGICAL, and /or within days for GEOLOGICAL. "INSPECTIONS." Buyer shall furnish Seller copies, at no cost, of all reports concerning the property obtained by Buyer. When such reports disclose conditions or information unsatisfactory to the Buyer, which the Seller is unwilling or unable to correct, Buyer may cancel this agreement. Seller shall make the premises available for all Inspections.. Paragraph 21 is Incorporated herein. Buyer's In als seller's Initials B. CONDITION OF PROPERTY: Seller warrants, through the date possession is made available to Buyer, that property and provements shall be maintained in the same condition as upon the date of acceptance. Buyer to take possession of, and accept, the Property, both surface and subsurface, and all improvements thereon, in its existing condition as of date of acceptance with no warranties or representations as to (1) merchantability, quality or suitability or (2) compliance with local, state or federal law unless otherwise provided in this contract except for those conditions which Seller agrees, in writing, to correct pursuant to Paragraph 20(a). Buyer's In I seller's In /Vials C. SELLER REPRESENTATION: Seller warrants that Seller has no knowledge: (a) of any notice of violations of City, County, State, ederal, Building, Zoning, Fire or Health codes, regulations or ordinances, filed or issued against the Property; (b) of any current pending lawsuit(s), investigation(s), inquiry(ies), actions or other proceeding(s) affecting the Property or the right to use and occupy it; (c) of any unsatisfied mechanic or materialman liens) affecting the Property; and (d) that any tenant of the property is the subject of a bankruptcy. If Seller receives any such notice prior to close of escrow,. Seller shall immediately notify Buyer. Buyer is allowed days after receipt of notification to give Seller written notice of disapproval. Paragraph 21 Is Incorporated herein. Buyer's In a Seller's Initial. D. PERSONAL PROPERTY: A complete inventory of all personal property of Seller currently used in the operation of the Prop yand included in purchase price shall be delivered to Buyer within days of acceptance. Buyer is allowed days after receipt to notify Seller in writing of disapproval. Seller shall deliver title to the personal property by Bill of Sale, free of all liens and encumbrances, and without warranty of condition, except . As additional security for any note in favor of Seller for any part of the purchase price, Buyer shall execute a UCC-1 Financing Statement to be filed with the Secretary of State covering the personal property Included in the purchase, replacement thereof, and insurance proceeds. Paragraph 21 is Incorporated herein. Buyer's In Niel Seller's Initials E. SURVEY, PLANS AND ENGINEERING DOCUMENTS: Within days from acceptance, Seller shall at no cost to Bu r, deliver to Buyer copies of surveys, plans, specifications and engineering documents, If any, prepared on Seller's behalf or in Seller's possession. Buyer's In I Seller's Initials ESUITABILITY FOR INTENDED USE: Within days from acceptance, Buyer at Buyer's expense shall determine the su ability of the Property for Buyer's intended use. Buyer to make Buyer's own determination of suitability, through inquiries, investigations, studies or any other means, concerning past, present, or proposed factual matters regarding the property including laws, zoning, ordinances, referendums, initiatives and votes if such matters are unsatisfactory to Buyer, Buyer shall give written notice of disapproval to Seller within the time period herein. Paragraph 21 is Incorporated herein. Buyer and Seller ackn led e r eipt of copy of this page, . which constitutes Page 3 of � Pages. Buyer's Initials) ( ) Seller's Initials ( ) ( ) OFFICE USE ONLY Reviewetl by Broker or Designee BUYERS COPY Dam bin — COANMiffRCIAC'REAL ESTATE PURCHASE CONTRACT (CDC-14 PAGE 3 OF B )- tr�µdaors�o IN -Subject Property Address: /' "r/ ,19 � Seller's Irdlkils G. CHANGES DURING ESCROW: (a) Prior to close of escrow, Seller may engage in the following acts subject to Buyer's %E,Subparagraph (b): (1) rent or lease any vacant unit, or other part of the premises, (2) after, modify or extend any existing rental or lease agreement, (3) enter into, after, modify or extend any service contract(s), or (4) change the status of the condition of property. (b) At least days prior to any proposed changes, Seller shall give written notice to Buyer of such proposed changes. Buyer shall be allowed _i! days after receipt of such notice to notify Seller, in writing, of disapproval of any such proposed change. Paragraph 21 is Incorporated herein. Ikryor' Instate Sosar's Initlala H. RENTAUSERVICE AGREEMENTS: Within —I— days of acceptance, Seller shall make available to Buyer for ins ion and review: (1) all current leases, rental agreements, service contracts and other agreements, pertaining to the operation of the Property, (2)'a rental statement including names of tenants, rental rates, period of rental, date of last rent increase, security deposits, rental concessions. rebates or other benefits, if any, and a list of delinquent rents and their duration. Sellerrapresents that no tenant is entitled to any rebate, concession or other benefit except as set forth in the documents. Seller represents that the documents to be furnished -are those maintained in the ordinary and normal course of business. Buyer shall be allowed days after receipt to notify Seller in writing of disapproval. Paragraph 21 is incorporated herein. Brrrsr' Selkrb lMllaM, < I. INCOME/EXPENSE STATEMENTS: Within days dacceptance, Seller shall make available to Buyer a statement L of income and expenses pertaining to the subject property. Seller represents that income and expense statements are based upon records maintained in the ordinary and normal course of business and used by Seller in the computation offederal and slateincdme tax returns. Buyer shall be allowed days after receipt to notify Seller in writing of disapprovalr:Patagraph 21 is incorporated herein. - au nIUNa . Ww's Initials J. ESTOPPEL CERTIFICATES: Within ` days from request by Buyer or lender for estoppel certificates, Seller shall de r�tO.all tenants . written requests for such certificates acknowledging that their rental or lease agreements are unmodified and ifull force and effect, or it modified, stating all such modifications. Seller shall deliver to escrow all such certificates received from tenants within days thereafter. auyarb sou"Is wales .-'.. K. EXCHANGE:1t either Seller or Buyer intends to use this transaction as part of a tax - deferred, like -kind pRC §1031) excha ge, each party shall cooperate with the other- inorder to effectuate such an exchange, inciudfrg the execution of any documents necessary for such purpose, - subject to the following limitations. (a);neither party shall be obligated to either shorten or extend the closing date; (b) all cost; associated with the exchange shall be paid by the party requestrrrg the exchange; (c) the party requesting the exchange shalt indemnity and hold harmless the other party(ies) whose cooperation is requested from all liatliirly arising from the exchirm (d) neither Buyer norSeaer shall be required to take title to another property for purposes of accommodating an exchange,- xchange unless., specifically agreed upon in writing; (e) this transaction shall close as a sale on all other terms of this agreement, unless the party requesting the exchange completes all steps necessary to close as an exchange. (Parties should consult their legal and/or tax advisors regarding structuring and legal consequences of an exchange.) ` 7MBuya's 1 Sean's Intx4s L. LIQUIDATED DAMAGES: If Buyer tails to complete said purchase as herein provided by reason of any de'llatifif III Buyer, Seller shall be released from obligation to sell the properly to Buyer and may proceed against Buyer upon any claim or remedy which he/she may have in law or equity; provided, however, that by Initialling this paragraph Buyer and Seller agree that Seller shall retain $ , plus interest, If any, on such portion of this amount which has been deposited In escrow as liquidated damages. (Funds deposited in trust accounts or in escrow are not released automatically in the event of a dispute. Release of funds requires written agreement of the parties, judicial decision or arbitration.) M. ARBITRATION OF DISPUTES:. Arty dispute or claim in law or equity arising out of this contract or any resulting treir r)C Ion shall be decided by neutral binding arbitration in accordance with the rules of the American Arbitration Association, and not by court action except as provided by California law for Judicial review of arbitration proceedings. Judgment upon the award rendered by the arbitmtor(s) may entered in any court having jurisdiction thereof. The parties shall have the right to discovery in accordance with Code of Civil Procedure §7283A5. The following matters are excluded from arbitration thereunder. (a) a judicial or non- judkial foreclosure or other action or proceeding to .enforce a deed of trust, mortgage, or reel properly sales contract as defined in Civil Code §2985, (b) an unlawful detainer action, (c) the filing or enforcement of a mechanic's lien, (d) any matter which Is within the jurisdiction of a probate .court, or (e) an action for bodily injury or wrongful .death, or for latent or patent defects to which Code of Civil Procedure §337.1 or §337.15 applies. The filing of a judicial action to enable the recording of a.notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver of the right to arbitrate under this provision. Any dispute or claim by or against broker(s) and /or associate Itcensee(s) participating in this transaction shall be submitted to arbitration consistent with the provision above only if the broker(s) and/or associate Itcensee(s) making the claim or against whom the claim is made shall have agreed to submit it to arbitration consistent with this provision. "NOTICE: BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BFIAW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IfFTNE'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY." "WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION' slyer' n li'1 senors Innlals / I L 21. BUYER DISAPPROVAL: Whe er Buyer gives written notice of disapproval pursuant to Paragraph(s) 1G, 5, 15, 18, 19, 20A, 20C, 20D, 20F, 20G, 20H, or 201 above, Seller shall have days from receipt of such notice to.respond in writing to Buyer's disapproval. If Seller is unwilling or unable to correct the condition(s) disapproved of by Bu er, orif Sellerdoes not respond by the time set forth herein, then Buyer may cancel this agreement by providing written notice of caric /fQllatlon to Seller within =days from receipt of Seller's response or from expiration of the time set for Seller's response. BUYER'S FAILURE .. TOG E WRITTEN NOTICE OF DISAPPROVAL OR CANCELLATION SHALL CONCLUSIVELY BE DEEMED. APPROVAL OF THE PROPERTY OR CONDITION AS IT THEN EXISTS. n Buyer and Seller acknowl eipt of copy of this page, which constitutes Page 4 of ( - Pages. Buyer's Initials (..) ( ) Seller's Initials ( ) ( .) OFFICE USE ONLY n^�^1pp Reviewed by Broker or Designee D-9atd e N *#Aamoorr Om"vu'.nrs"n so COAMfRCIAL REAL E$TAiE P CHA§COTRACT (CD .U. Subject Property Address. ! =' 2i. A not D-ee P— . WMS -10 23. AGENCY CONFIRMATION:. The foBowltt9 agency relationship(s) are hereby confirmed for this transaction (PRINT FIRM NAME[S]): LISTING AGENT- ,� /� �S �l_G_!i� /cOLy,�_ is the agent of (check one):. ❑ The Seller. exclusively; or both the Buyer and Seller. .�. SELLIAG•AGENT: � r "'��(� � �' (if not the same as Lisfhtg;Agent) is the agent of (check one): ❑ the Buyer exclusively; or ❑ the Selferexclusively; or 0 both the Buyer and Seller. 24. BROKERAGE: Neither Buyer nor Seller has.gfitii8d the services at, or for any other reason, owes, compensation to, a licensed real estate broker (individual or corporate), agent, or finder, or other eMttyii2Mtier than as specified In this agreement, in Connection with any act relating to the Property, including but not limited to inquiries, introductions, consulttdiags- -and negotiations, leading to this agreement. Buyer and Seller each agree to indemnity and hold harmless the other, and the brokers specified herein and the(i agerms, from and against any costs; expenses, or liability for compensation claimed inconststent with the warranty and representation in this paragraph.: - 25. AUTHORITY. Any person or persons signing this agreement represents that such person has full power and authority to bind that person(s) principal and that the designated Seller and Buyer have the auWauthoriry to enter Into and perform this agreement. Entering into this agreement and the completion of the obligations pursuant tothis contract does not violate any Articles of Incorporation, Bylaws; Partnership Agreement or other document governing the activity of either Seller or Buyer. 28. SUCCESSORS AND ASSIGNS: This agreement shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors and assigns except as otherwise provided herein. 27. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge; (1) Federal, state and local legislation imposes liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances, (2) Broker(s) has/have made no representation concerning the applicability of any such law to this transaction or to Buyer or to Seller except as otherwise indicated in this agreement or in another document, (3) Brokers) has(have made no representation concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the property, and (4) Buyer and Seller are each advised to consult with technical and legal experts Concerning the existence, testing, discovery, location and evaluation oftfor, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the property. 28. PROFESSIONAL CONSULTATION: Buyer and Seller acknowledge that they are advised to consult appropriate professionals concerning any and all existing or potential legal, tax and environmental responsibilities, implications and impacts to them resulting from this agreement. Broker has made no representations regarding the above matters. 29. COPIES: Seller and Buyer each represent that copies of all reports, documents, certificates, . approvals and other documents which are furnished to the other are true, correct and unaltered copies of the original documents if the originals are in the possession of the party furnishing same. 30. ATTORNEY'S FEES: In any action, proceeding or arbitration arising out of this agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs.. 31. GOVERNING LAW: This agreement shall be governed by the laws of the State of California. 32. ENTIRE CONTRACT: Time is of the essence. No extension of time for performance of any act or obligation shall be deemed an extension of time for any other act or obligation. All prior agreements between the parties are incorporated in this agreement which constitutes the entire contract. Its terms are intended by the parties as a final expression of .their agreement with respect to such terms as are included herein and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. The parties further intend that this agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this agreement. 33. AMENDMENTS: This agreement may not be amended, modified, altered or changed in any respect whatsoever except by a further agreement in writing executed by Buyer and Seller. 34. CAPTIONS: The captions in this agreement are for convenience of reference only and are not intended as part of this agreement. 35. NOTICES: Whenever any Party shall give notice pursuant to this agreement, each such notice shall be in writing and shall be delivered personally or by facsimile or by mail, postage prepaid, addressed as set forth below. TO SELL IER: 1'O BUYER: Name KEN iok �k I N V Name .Address 330fl �.� Q �a.1CtY? `� y Gr Address W c, CH `1 Qls �. Fax ``�� _�aV Fax If either notice address above has been left blank, notice shall be delivered to the address- set forth below the recipients signature of acceptance. Either party may change its notice address by providing notice thereof to the other party. Buyer and Seller acknow�g,�{,p,,Q,�, eeipt of copy of this page, which constitutes Page 5 of ._ Pages. Buyer's I ) Seller's Initials ( ) ( ) /' � OFFICE USE ONLY Reviewed try Broker or Designee � Date BUYERS COPY COMMERCIAL REAL ESTATE PURCHASE CONTRACT fCDL.1a PAMP E}, I U subject Property Address: , f g %�� 36. DEFINijIQMS�The.follawing terms, whenever used in this agreement, .shall have the meaning asset forth below: - Acceptance: The date on which the offer, or last counteroffer, is signed and communicated to the offeror consistent with the offeror counter offer. Agreement: The terms of tfnsia@er plus those of any counter offer, supplement( eihibitand /or addendum. Broker: Any broker or brokers named in this agreement and any licensee acting through such broker or brokers. Days: Calendar days. Properly: The property to be acquired by the Buyer as a result of this agrgLoilint. 37. OFFER: This constitutes an offer to purchase the described property. Unless acceptance is signed by Seller and a signed copy delivered in person, by mail, or facsimile, and received. by Buyer, matt the notice address, or by, _t.. who is authorized to receive it on behalf Of Buyer, atthe.a� dress. below, within /. days of the date hereof, this offer shall be deemed revoked and the deposit shall be returned. Buyer has - read and acknowledges receipt of a copy of this offer. This agreement and any supplement, addendum or modification relating hereto, including . any photocopy or facsimile thereof, may be executed in two or more counterparts, all of which shall constitute one and the same writing. _ REAL ESTATE BROKER` /�rir� /i5'v : R., ^`i!.. C_` I U E.(� , C, ? 'Orl ,1;: y. � -BUYER ' By l Name Printed'. Title._ ifs Address BUYER Address Address Telephone _ Fir Telephone ta �_. Fax ACCEPTANCE The Undersigned Salter accepts and agi (❑ subject to attached counter offer). compensation for services as follows: andconditionsand agreea;to the above confirmation of agency relationship. f;^- Payable: (a) On recordation of the deed or other evidence of title, or (ti) if completion of sale is prevented by default of Seller, upon Seller's default, or (c) if completion of sale is prevented by default of Buyer, only if and when Seller collects damages from Buyer, by suit or otherwise; and then in an amount not less than one -half of the damages recovered, but not to exceed the above fee, . after first deducting title and escrow expenses and the expenses of collection, if any or (d) upon mutual rescission of this agreement by Seller and Buyer without the prior written consent of Broker. Seller shall execute and deliver an escrow instruction irrevocably assigning the compensation for service in an amount equal to the compensation agreed to above. In any action, proceeding, or arbitration between Broker and Seller arising out of this agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. The undersigned . has read and acknowledges receipt of a copy of this agreement and authorizes, Broker to deliver a signed copy to Buyer. REAL ESTATE BROKER By Name Printed:. Address Telephone Fax By Address Address Telephone Fax OFFICE USE ONLY This tom a maiNde tor see by Me emirs real eslet industry. The e b Mia brm s not lmeridea b itlNniry Me user av a REALTORe. REALTOM Foster Broker Or Desi nee hsreg,YereEtalbgiranlam hpnes ," Msyboussdonlybyreal y 9 estate gromg oft are membA! o1.Me NMONAL ASSOCIATION OF REALTORSO sm wlro subaoabete ft coax w Elblag. Page 6of Pages. may" BUYms COPY Y COMMERCIAL. REAL ESTATE PURCHARrarnMTRACT rrni ae oerc a nc at �'