Loading...
HomeMy WebLinkAbout19 - Gift Agreement to Accept Donation of the Real Property at 20282 Riverside DriveQ �EwPpRT c 9C/FOR TO: FROM: CITY OF NEWPORT BEACH City Council Staff Report November 29, 2022 Agenda Item No. 19 HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL Tara Finnigan, Assistant City Manager - 949-644-3001, tinnigan@newportbeachca.gov PREPARED BY: Lauren Wooding Whitlinger, Real Property Administrator, Iwooding@newportbeachca.gov PHONE: 949-644-3236 TITLE: Gift Agreement Between City of Newport Beach and Friends of Newport Beach Animal Shelter to Accept Donation of the Real Property at 20282 Riverside Drive ABSTRACT: Friends of Newport Beach Animal Shelter, a local nonprofit organization dedicated to serving the needs of lost and stray animals in Newport Beach, has developed a new animal care and shelter facility at 20282 Riverside Drive and proposes to donate the property and improvements to the City of Newport Beach (City) to operate its municipal animal control services and shelter. For the City Council's consideration is a Gift Agreement (Attachment A) outlining the terms and conditions of the proposed donation and real property transfer. RECOMMENDATION: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and Section 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because this action will not result in a physical change to the environment, directly or indirectly; and b) Authorize the City Manager and City Clerk to execute the Gift Agreement and all associated documents necessary to complete the donation transaction, with Friends of Newport Beach Animal Shelter, to accept donation of the property at 20282 Riverside Drive, in a form substantially similar to the agreement prepared by the City Attorney. 19-1 Gift Agreement Between City of Newport Beach and Friends of Newport Beach Animal Shelter to Accept Donation of the Real Property at 20282 Riverside Drive November 29, 2022 Page 2 DISCUSSION: Background Since the Animal Control Division was created in 1948, the City has outsourced animal sheltering services to various contract providers. In September 2015, the City issued a notice of default to its then current animal shelter and veterinary services provider and left the facility in November 2015. The City signed a contract with Home Free Animal Sanctuary (Home Free) for shelter services in November 2015. During the initial contract term, the City's Animal Control staff worked closely with Home Free to provide animal care and sheltering services, however, Home Free determined it did not have the resources to continue providing personnel to staff the shelter operations. In February 2017, the City Council authorized the Newport Beach Police Department (NBPD) to take a more active role in staffing and managing the shelter operations and approved a lease agreement with Home Free, expanding the City's use of the current shelter located at 20302 Riverside Drive, Newport Beach. In addition to NBPD staff operating the shelter seven days a week, a large volunteer force has supplemented the City's staffing since 2015. Friends of Newport Beach Animal Shelter The Friends of Newport Beach Animal Shelter (FONBAS) is a local nonprofit organization formed in May 2017 by resident volunteers interested in supporting and supplementing the City's municipal animal control and animal shelter services at the Home Free facility. In November 2017, the City and FONBAS entered into an Animal Shelter Support Agreement (Attachment B) outlining the terms under which FONBAS would provide volunteer and financial support for the animal shelter, including supplemental medical care, training, adoption programs and positive awareness of the City's animal care and shelter program. Additionally, FONBAS was granted exclusive permission from the City to promote and seek contributions to fund a permanent City animal shelter facility. In 2019, FONBAS launched a capital campaign to fundraise for a new shelter. After a successful first round of fundraising, FONBAS purchased the property at 20282 Riverside Drive, Newport Beach (Property) (Attachment C) in April 2020 for $1 million. After reportedly fundraising an additional $1,900,000 to construct the building (Attachment D), FONBAS received approval from the City's Planning Commission in March 2021, and broke ground to develop a new shelter at the Property in January 2022. With construction nearing completion, an agreement outlining the terms of FONBAS' donation of the newly constructed shelter facility and the Property has been prepared, which together have an estimated value of $2,900,000. 19-2 Gift Agreement Between City of Newport Beach and Friends of Newport Beach Animal Shelter to Accept Donation of the Real Property at 20282 Riverside Drive November 29, 2022 Page 3 Proposed Gift Agreement The City and FONBAS have negotiated the terms of a Gift Agreement (Agreement) (Attachment A) for donation of the Newport Beach Animal Shelter, for the City to accept donation of the Property, subject to certain covenants and restrictions. The proposed terms of the donation are summarized below: 1. Upon completion of construction of the animal shelter facility improvements, and FONBAS' receipt of the certificate of occupancy, the Property will be donated to the City in its "As -Is" condition; 2. The Property shall be free of monetary liens or encumbrances, and FONBAS shall provide copies of the final release and waiver of liens from its general contractor; 3. FONBAS will provide a copy of the "As -Built" construction documents for the animal shelter facility and will assign to the City all construction -related warranties for the animal shelter facility; 4. For the greater of 50 years from recordation of the gift deed or FONBAS' registration as a nonprofit organization, use and operation of the property shall be limited to a public animal shelter or municipal animal control services; 5. For 50 years from recordation of the gift deed, the City shall not sell or transfer the Property, without prior approval of FONBAS; 6. For 50 years from recordation of the gift deed, the City shall not enter into third -party contracts for use of the Property, without prior approval of FONBAS; 7. Should the City not comply with the use and operation covenants, FONBAS shall have the right to retake the Property or be entitled to the proceeds of its sale. 8. In the event of such breach of the covenants, if FONBAS is no longer in existence, it has identified Best Friends Animal Society of Los Angeles, California, as its successor, to receive ownership or proceeds of the sale of the Property. The Agreement has been prepared by the City Attorney's Office and has been approved as to form. FONBAS has reviewed and approved the proposed Agreement. Upon recordation of the gift deed, transferring ownership of the Property to the City, staff will provide 60 days' notice of termination of the lease agreement for the existing shelter facility at 20302 Riverside Drive. Staff anticipates this will occur in the first quarter of calendar year 2023. 19-3 Gift Agreement Between City of Newport Beach and Friends of Newport Beach Animal Shelter to Accept Donation of the Real Property at 20282 Riverside Drive November 29, 2022 Page 4 FISCAL IMPACT: The adopted budget includes sufficient funding for the operation and maintenance of the property during Fiscal Year 2022-23. It will be expensed to multiple maintenance and operations accounts in the Police Department Traffic division, 01035354. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A — Gift Agreement Attachment B — Animal Shelter Support Agreement with FONBAS Attachment C — Map Attachment D — Animal Shelter Facility Plans 19-4 Attachment A Gift Agreement between the City of Newport Beach and Friends of Newport Beach Animal Shelter (FONBAS) for Donation of the Newport Beach Animal Shelter 19-5 GIFT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND FRIENDS OF NEWPORT BEACH ANIMAL SHELTER (FONBAS) FOR DONATION OF THE NEWPORT BEACH ANIMAL SHELTER THIS GIFT AGREEMENT ("Agreement") is entered into this day of 2022 ("Effective Date"), by and between Friends of Newport Beach Animal Shelter, a California nonprofit public benefit corporation ("Grantor"), and the City of Newport Beach, a California municipal corporation and charter City ("City" or "Grantee"). Grantor and Grantee are sometimes referred to herein individually as a "Party" and collectively as the "Parties". RECITALS A. Grantor is the fee title owner of that certain real property and improvements, located at 20282 Riverside Drive, Newport Beach, California 92650 [A.P.N. 439-251-07] ("Property"), as described and depicted in Exhibit "A" attached hereto and incorporated herein by this reference. B. Grantor shall donate the Property to Grantee, without consideration, for use by Grantee as an animal shelter, as permitted herein. Donation of the Property is subject to the title exceptions listed in the title report attached as Exhibit "B" hereto and incorporated herein by this reference. C. Grantee has determined that Grantor's donation of the Property is a substantial benefit to the City and relieves the City of the rental cost of the present animal shelter, and the burden of expending City funds for acquisition of similar property. D. Grantor and Grantee desire to enter into this Agreement and to evidence donation of fee title interest in the Property by recording in the Official Records of Orange County the deed ("Gift Deed"), which is attached hereto as Exhibit "C" and incorporated herein by this reference. NOW, THEREFORE, in consideration of the mutual promises contained herein, Grantor and Grantee hereby agree as follows: 1. Conveyance. Grantor agrees to convey the Property to Grantee as a gift without consideration, subject to and in accordance with the following terms and conditions: 1.1. Taxes and Assessments. Grantee shall be responsible for any and all general and special real property taxes and supplemental assessments, if any, for the current fiscal year; provided, however, that Grantor shall pay for any such taxes and assessments applicable to the Property prior to the date of recordation of the Gift Deed. 1.2. Encumbrances. All covenants, conditions, restrictions, reservations, rights, rights of way, easements and other matters of record or apparent other than monetary liens created by Grantor. Friends of Newport Beach Animal Shelter Gift Agreement Page 1 19-6 1.3 Customary Title Exceptions. Usual and customary exceptions to title insurance consistent with ALTA policies with Regional Exceptions (Standard Coverage) issued by the Title Company in Orange County, California. The term "Title Company" is defined to be Fidelity National Title, Attn: Justin Scott J Chris Scurti, 4210 Riverwalk Parkway, Suite 100, Riverside, CA 92505, which title company has issued the attached Exhibit "B" title report which bears Order No. 987-30072922-A-1 RV. 1.4 Condition of Property. Grantor has provided Grantee with all inspections, reports, studies or other documentation in its possession relating to the physical condition of or current title to the Property as reflected in the attached Exhibit "B" title report. Grantor makes no warranties with respect to the Property. Grantee represents and agrees that (i) it has had adequate opportunity to investigate, inspect and become familiar with all aspects of the Property, (ii) it is familiar with the Property and has adequate opportunity to independently investigate and inspect as it deems necessary or appropriate, including but not limited to any desired investigations of the size, dimensions, topography, or condition of the Property and the soils conditions underneath or near the Property, and (iii) it is relying solely on such opportunity to independently investigate and inspect the Property and it is not relying on any warranties, promises, guarantees, or representations by Grantor. The requirement and Grantee's acknowledgment, acceptance and agreement, that the Property is being donated and conveyed on an 'AS IS' `WHERE IS' basis, in its present state and condition as further depicted on Exhibit "D" which is attached hereto and incorporated herein by this reference. Grantor hereby conveys any and all warranties and representations of any kind or nature, whether oral or written, express or implied, concerning the Property related to construction of all improvements on the Property. Grantor disclaims, including without limitation, any warranty concerning suitability for Grantee's intended use thereof, and any warranty concerning the presence or absence of hazardous or toxic materials located in, on, under or about the Property. 1.4.1 Conditions Precedent to Grantee's Acceptance of the Property. The obligations of Grantee under this Agreement, to proceed with donation of the Property to the City as provided herein, shall be subject to the satisfaction or written waiver, in whole or in part, by Grantee of each of the following conditions precedent: a. Grantor has delivered to City a copy of the final, without conditions or restrictions, certificate of occupancy of the Property. b. Grantor has delivered to City a copy of the final release and waiver of liens from Grantor's general contractor. c. Grantor has assigned, or caused to be assigned, to City all warranties and representations for products, materials, and workmanship from the Grantor's general contractor and subcontractors related to the development and construction of the animal shelter facilities and improvements to the Property. Friends of Newport Beach Animal Shelter Gift Agreement Page 2 19-7 d. Grantor has delivered to City a copy of the final "As -Built" construction documents and specifications for the animal shelter facilities and improvements to the Property and any and all inspections, reports, studies or other documentation in its possession relating to the physical condition of or current title to the Property as reflected in the attached Exhibit "B" title report. Subject to Grantor's satisfaction of the conditions precedent set forth herein, Grantee shall execute the Certificate of Acceptance within seven (7) business days. 2. Covenants. The following covenants, conditions, rights, restrictions and all other terms and conditions set forth in this Agreement and the Gift Deed (collectively, the "Covenants"), shall remain in full force and effect as provided in Sections 2.1.1 and 2.1.2 below, unless terminated or modified as hereinafter provided. This conveyance of the Property is made by Grantor and accepted by Grantee upon and expressly subject to these Covenants. Upon Grantee's execution of the Certificate of Acceptance to be attached and recorded with the Gift Deed, Grantee shall be deemed to have accepted and agreed to all of the terms and conditions of this Agreement and the Gift Deed. Upon the occurrence of any breach or violation of any of the Covenants without being cured within the times provided below, Grantor shall be entitled to avail itself of the remedies specified below and any other rights and remedies available at law or in equity. 2.1 List of Covenants. 2.1.1 Covenant 1: Permitted Use of Fee Property. The Property shall be utilized as a public animal shelter or operation of municipal animal control services only ("Permitted Uses)"), and Grantee shall not use, or permit any other person or entity to use, the Property for any other use or purpose other than the Permitted Uses) provided, however, this Covenant 1 limiting use of the Property to the Permitted Uses(s) shall expire and be of no further force or effect on the later to occur of (i) fifty (50) years from the date of recordation of the Gift Deed, (ii) formal dissolution of Grantor pursuant to Grantor's Articles of Incorporation or California Corporations Code Section 5008.9 et seq. or successor provision, or (iii) suspension of Grantor's California nonprofit public benefit corporation status for four (4) consecutive years by the California Secretary of State or Franchise Tax Board pursuant to California Corporations Code Section 5008.E(b), California Revenue and Tax Code Section 23301, or California Revenue and Tax Code Section 23775 ("Permitted Use(s) Term"). 2.1.2 Covenant 2: Agreement Not to Transfer. Grantee, for a period of fifty (50) years from the date of recordation of the Gift Deed, shall not sell, exchange, pledge, or otherwise transfer or convey all or any portion of its interest in the Property to a third party or enter into contracts with third parties for use of the Property in furtherance of the Permitted Uses without prior written approval of Grantor, which may be granted or withheld in Grantor's sole and absolute discretion; provided, however, Friends of Newport Beach Animal Shelter Gift Agreement Page 3 19-8 that Grantee may, without Grantor's prior written consent transfer an interest in any portion of the Property in connection with a utility installation required in connection with Grantee's Permitted Use of the Property. 2.2 Remedies With Respect To Covenant 2 (Agreement Not to Transfer). With respect to Covenant 2 (Agreement Not to Transfer) set forth in Section 2.2 above and due to the unique nature of the gift of the Property by Grantor, for a period of fifty (50) years from the date of recordation of the Gift Deed, in the event of any failure of Grantee, its successors or assigns, to comply with the Covenant 2, as set forth in Section 2.2 which default Grantee has not commenced efforts to cure within one hundred twenty (120) calendar days of Grantor's written notice of default, Grantor shall be entitled to pursue all remedies available to Grantor at law or in equity including injunctive relief and the remedies set forth in this paragraph including the right to retake possession of the Property, or Grantee returning the proceeds from a good faith, fair market value sale of the Property, if sale should occur. Notwithstanding the foregoing, the Parties agree that Grantee's transfer of title and possession of the Property back to Grantor and/or its successor - in -interest or returning the proceeds from the sale of the Property at fair market value to Grantor and/or its successor -in -interest, resolves any and all disputes between the Parties regarding any alleged default and/or violation of Covenant 2 by Grantee. If Grantor is not then in existence at the occurrence of the alleged default or breach of Covenant 2, the Property (or the proceeds of its sale, should that occur) shall be donated to Best Friends Animal Society, based in Los Angeles, California. Should neither Grantor nor Best Friends Animal Society be in existence at the occurrence of the alleged default or violation of Covenant 2, the Property (or the proceeds of its sale, should that occur) shall be donated to an Orange County, California -based non-profit organization or public entity or agency dedicated to animal rescue. 2.3 Amendment. Covenants 1 and 2, as set forth in Section 2.1 above, may be amended by mutual agreement of the Parties. Prior to the expiration of either Covenant 1 or 2, any amendment must be in writing and recorded in the Official Records of Orange County, California. 2.4 Term. The Covenants shall run with and bind the Property and shall inure to the benefit of and be enforceable by Grantor, its successors -in -interest or assigns. With respect to Covenant 1, unless Grantor, its successors -in -interest or assigns record a declaration terminating Covenant 1, Covenant 1 shall be binding absolutely on the Grantee, its successors -in -interest and assigns, and the Property for the Permitted Uses) Term by all available remedies at law or in equity including injunctive relief within the time periods specified above. Upon expiration of the Permitted Use(s) Term, Covenant 1 shall terminate automatically and be of no further force or effect. With respect to Covenant 2, subject to the Remedies provision above, unless Grantor, its successors -in -interest or assigns record a declaration terminating Covenant 2, Covenant 2 shall be binding absolutely on the Grantee, its successors -in -interest and assigns, and the Property for fifty (50) years from the date of recordation of the Gift Deed. Notwithstanding the foregoing, fifty (50) years from the date of recordation of the Gift Deed, Covenant 2 shall terminate automatically and be of no further force or effect. Friends of Newport Beach Animal Shelter Gift Agreement Page 4 19-9 3. MISCELLANEOUS. 3.1 Captions. The captions used herein are for convenience only and are not a part of this instrument and do not in any way limit or amplify the scope or intent of the terms and provisions hereof. 3.2 Application to Grantor. Notwithstanding anything herein contained to the contrary, if Grantor or any successor to Grantor reacquires title to the Property, the provisions of this instrument shall automatically cease and terminate as to such reacquired Property and be of no further force or effect as to Grantor or such successor. 3.3 Notices. All notices, consents, demands, requests and other communications provided herein shall be in writing and all be deemed to have been duly given if and when personally served or 48 hours after being sent by United States registered mail, return receipt requested, postage prepaid, to the other party at the following respective address: If to Grantor: Friends of Newport Beach Animal Shelter P.O. BOX 10791 Newport Beach, CA 92658 If to Grantee: City of Newport Beach Attn: Real Property Administrator 100 Civic Center Drive Newport Beach, CA 92660 or at such other address as the Grantor or Grantee may designate to the other in writing. 3.4 Compliance with Law. Grantee represents, warrants, agrees and acknowledges that (i) the Gift Deed and the conveyance of the Property pursuant hereto comply with all local, state and federal laws, including without limitation, the California Subdivision Map Act, and (ii) Grantee's acceptance of the conveyance of the Property is not prohibited under and does not violate any provisions of local, state or federal laws. 3.5 Authority. Grantor represents and warrants that each person executing this Agreement and the Gift Deed on behalf of Grantor is duly authorized to execute the documents. 3.6 Effect of Recitals. The Recitals above are deemed true and correct, are hereby incorporated by reference into this Agreement as though fully set forth herein. 3.7 No Attorneys' Fees. In the event of any dispute or legal action arising under or related to this Agreement or the Gift Deed, the prevailing party shall not be entitled to a judgment against the other for attorneys' fees, or court or other costs incurred. 3.8 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and the Gift Deed, and all matters relating to it and any action Friends of Newport Beach Animal Shelter Gift Agreement Page 5 19-10 brought relating to this transaction shall be adjudicated in a court of corn petentjurisdiction in the County of Orange, State of California. 3.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. 3.10 Relationship to the Parties. Notwithstanding any provisions to the contrary in this Agreement, the Parties agree that their relationship with respect to the donation of the Property is one (1) of grantor and grantee only, and no provision of this Agreement shall be construed to create any other type of status or relationship between the Parties with respect to such donation. 3.11 No Waiver. The failure of either Party to insist, in any one (1) or more instances, upon a strict performance of any of the terms and conditions of this Agreement, or to exercise or fail to exercise any option or right contained herein, shall not be construed as a waiver or a relinquishment for the future of such right or option, but the same shall continue and remain in full force and effect. 3.12 Survival. All agreements, representations, warranties and indemnifications hereunder shall be considered to have been relied upon and shall survive the execution of this Agreement, and delivery and recordation of the Gift Deed and the conveyance of the Property. [SIGNATURES ON FOLLOWING PAGE] Friends of Newport Beach Animal Shelter Gift Agreement Page 6 19-11 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: //' V- ZZ r - By. T n . Harp City ­Attorney ATTEST: Date: Bv: Leilani I. Brown City Clerk GRANTOR: FRIENDS OF NEWPORT BEACH ANIMAL SHELTER, a California nonprofit public benefit corporation Date: By: Jonathan Langford Chief Executive Officer Date: By: Sharon Esterley Secretary CITY OF NEWPORT BEACH, a California municipal corporation and charter city Date: By: Grace K. Leung City Manager [END OF SIGNATURES] Attachments: Exhibit A — Property Exhibit B — Title Report Exhibit C — Gift Deed Exhibit D — Plans Friends of Newport Beach Animal Shelter Gift Agreement Page 7 19-12 Exhibit A Property Legal Description All that certain real property situated in Newport Beach, in the County of Orange, State of California, described as follows: LOT 14, TRACT 2581, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 77, PAGE 15 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND HYDROCARBONS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN INSTRUMENTS OF RECORD. 1_1N►i[19.142'4.1Qlrl Friends of Newport Beach Animal Shelter Gift Agreement Page A-1 19-13 Exhibit A Property Depiction Friends of Newport Beach Animal Shelter Gift Agreement Page A-2 19-14 Exhibit B Title Report Friends of Newport Beach Animal Shelter Gift Agreement Page B-1 19-15 Fidelity National Title Company 4210 Riverwalk Parkway, Suite 100, Riverside, CA 92505 Phone: (951)710-5900• Fax: (951)710-5955 Issuing Policies of Fidelity National Title Insurance Company Title Officer: Justin Scott 1 Chris Scurti - MA Order No.: 987-30072922-B-1 RV Escrow Officer: Major Accounts OAC TO: City of Newport Beach 100 Civic Center Drive Newport Beach. CA 92660 ATTN: Lauren Wooding Whitlinger YOUR REFERENCE: PROPERTY ADDRESS: 20282 Riverside Drive, Newport Beach, CA AMENDED PRELIMINARY REPORT In response to the application for a policy of title insurance referenced herein, Fidelity National Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules. Conditions and Stipulations or Conditions of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. 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 hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If if is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. The policy(s) of title insurance to be issued hereunder will be policy(s) of Fidelity National Title Insurance Company, a Florida Corporation. Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects and encumbrances affecting title to the land. Countersigned by C1___ Authorized Signature CLTA Preliminary Report Form — Modified t11/17/06) Page 1 19-16 Fidelity National Title Company 4210 Riverwalk Parkway, Suite 100, Riverside. CA 92505 Phone: (951) 710-5900• Fax: t951) 710-5955 1�1 � I��I■]�■71:7 CAI �'iIVI1.�'L'��1■3�i>i EFFECTIVE DATE: November 10, 2022 at 7:30 a.m., Amended: November 21, 2022, Amendment No. B ORDER NO.: 987-30072922-B-1 RV The form of policy or policies of title insurance contemplated by this report is: ALTA Homeowner's Policy of Title Insurance (2013) ALTA Extended Loan Policy (6-17-06) 1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A Fee 2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: Friends of Newport Beach Animal Shelter, a California Nonprofit Public Benefit Corporation 3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: See Exhibit A attached hereto and made a part hereof. CLTA Preliminary Report Form — Modified (11/17/06) Page 2 19-17 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No : 987-30072922-B-lRV EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 14, TRACT 2581, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOT( 77, PAGE 15 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY - EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND HYDROCARBONS, BELOW A DEPTH OF 560 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN INSTRUMENTS OF RECORD, AP N: 439-261-07 CLTA Preliminary Report Form — Modified (11/17/06) Page 3 19-18 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 987-30072922-8-lRV EXCEPTIONS AT THE DATE HEREOF, ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS: Intentionally deleted. Any liens or other assessments, bonds, or special distract liens including without limitation, Community Facility Districts, that arise by reason of any local, City, Municipal or County Project or Special District. 3. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 {commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of Califomia as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy. 4. Water rights, claims or title to water, whether or not disclosed by the public records. 5. All easements, offers and dedications as shown on the official map Tract of: 2581 6. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, veteran or military status, genetic information, medical condition, citizenship. primary language. and immigration status, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document Recording Date: August 10, 1955 Recording No: 1955-97817, of Official Records Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or deed of trust made in good faith and for value. Easement(s) for the purpose{s) shown below and rights incidental thereto, as granted in a document: Purpose: Public Utilities Recording Date: August 10, 1955 Recording No: 1955-97817, of Official Records Affects: Said land more particularly described therein Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: The Pacific Telephone and Telegraph Company Purpose' Public Utilities Recording No: Book 3249, Page 51, of Official Records Affects: Said land more particularly described therein Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Southern California Edison Company Purpose: Public Utilities Recording Date: August 31, 1955 Recording No: 1955-107559, of Official Records Affects: Said land more particularly described therein CLTA Preliminary Report Form — Modified (11/17/06) Page 4 19-19 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 987-3OD72922-B-1 RV EXCEPTIONS (Continued) 10. The search did not disclose any open mortgages or deeds of trust of record, therefore the Company reserves the right to require further evidence to confirm that the property is unencumbered, and further reserves the right to make additional requirements or add additional items or exceptions upon receipt of the requested evidence. 11. Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records. The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. 12. Any lien or right to a lien for services, labor or material, imposed by law and not shown by the Public Records. PLEASE REFER TO THE "INFORMATIONAL NOTES" AND "REQUIREMENTS" SECTIONS WHICH FOLLOW FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION. END OF EXCEPTIONS CLTA Preliminary Report Form — Modified (11/17/06) Page 5 19-20 PRELfMINARY REPORT Fidelity National Title Company Your Reference: order No. 987-3DO72922-B-1RV REQUIREMENTS SECTION 1. In order to complete this report, the Company requires a Statement of Information to be completed by the following party(s), Party(s): All Parties The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information. NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to this file. The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance by the corporation named below: Name of Corporation: Friends of Newport Beach Animal Shelter. a California Nonprofit Public Benefit Corporation a) A Copy of the corporation By-laws and Articles of Incorporation b) An original or certified copy of a resolution authorizing the transaction contemplated herein c) If the Articles and/or By-laws require approval by a 'parent' organization, a copy of the Articles and By-laws of the parent The Company reserves the right to add additional items or make further requirements after review of the requested documentation. The Company will require an affidavit signed by the seller/mortgagor certifying that there are no matters that could give rise to any defects, liens, encumbrances, adverse claims or other matters that would attach to the Land between the effective date of the report and the recording of the instruments creating the estate to be insured. 4. Furnish evidence of the date of completion of the improvements constructed on said Land. If the statutory time in which a claimant for unpaid labor or materials may record a lien has not elapsed, furnish such documents that the Company may require for review to determine if an indemnification by the seller/borrower, and/or contractor will be acceptable to the Company. Any indemnity must be on the Company's form. Spouses and individual principals of corporations or other entities may be required to join in the execution of said indemnity. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. END OF REQUIREMENTS CLTA Preliminary Report Form — Modified (11/17/06) Page 6 19-21 INFORMATIONAL NOTES SECTION Note: Property taxes, including any personal property taxes and any assessments collected with taxes, are paid. For proration purposes the amounts were: Tax Identification No.. 439-251-07 Fiscal Year: 2022-2023 1st Installment: $370.70 2nd Installment: $370.70 Exemption: 1,030567.00 Code Area: 07-114 2. Note: There are NO conveyances affecting said Land recorded within 24 months of the date of this report. 3. Note: The Company is not aware of any matters which would cause it to decline to attach CLTA Endorsement Form 116 indicating that there is located on said Land a Single Family Residence, known as 20282 Riverside Drive, City of Newport Beach, CA 92660. to an Extended Coverage Loan Policy. 4. Note: None of the items shown in this report will cause the Company to decline to attach ALTA Endorsement Form 9 to an Extended Coverage Loan Policy, when issued. 5. Note: Please contact your Title Officer to obtain the current recording fees. Fidelity National Title Company will pay Fidelity National Title Insurance Company 12% of the title premium, as disclosed on lines 1107 and 1108 of the HUD-1. 6. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. CLTA Preliminary Report Form — Modified (11117/06) Page 1 19-22 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 987-30072922-8-lRV INFORMATIONAL NOTES (Continued) 8. Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to the document, the form will not be required. DTT Affidavits may be available at a Tax Assessor -County Clerk -Recorder. END OF INFORMATIONAL NOTES Justin Scott 1 Chris Scurti - MA1715 CLTA Preliminary Report Form — Modified (11/17/06) Page 2 19-23 IRE SAFE,' Inquire before you wire! Wire Fraud Alert This Notice is not intended to provide legal or professional advice. If you have any questions. please consult with a lawyer. All parties to a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email. without further verification. If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sending funds. In addition, the following non-exclusive self-protection strategies are recommended to minimize exposure to possible wire fraud. • NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction. • ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DD NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. Do NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster. ■ USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts. • USE MULTI -FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature. For more information on wire -fraud scams or to report an incident. please refer to the following links: Federal Bureau of lnvestigration: hM. lwww, fbi. aov wire Fraud Atert Original Effective Date: 5111/2017 Current Version Date: 511112017 Internet Crime Complaint Center: http:llwww, ic3.gov Page 1 WIRE0016 (DSI Rev. 12/07117) 7M and @ Fidelity National Financial. Inc. andlor an affiliate. All rights reserved 19-24 Fidelity National Title Company 4210 Riverwalk Parkway. Suite 100, Riverside, CA 92505 Phone: (951) 710-5900• Fax: (951) 710-5955 Notice of Available Discounts Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the filed rate. As such, your transaction may not qualify for the below discounts. You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below. consult the rate manual for a full description of the terms, conditions and requirements for such discount. These discounts only apply to transactions involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one -to -four family residential dwelling. Not all discounts are offered by every FNF Company. The discount will only be applicable to the FNF Company as indicated by the named discount. FNF Underwritten Title Company CTC — Chicago Title company CLTC — Commonwealth Land Title Company FNTC — Fidelity National Title Company of California FNTCCA - Fidelity National Title Company of California TICOR — Ticor Title Company of California LTC — Lawyer's Title Company SLTC — Servicel-ink Title Company Available Discounts Underwritten by FNF Underwriters CTIC — Chicago Titte Insurance Company CLTIC - Commonwealth Land Title Insurance Company FNTIC — Fidelity National Title Insurance Company FNTIC - Fidelity National Title Insurance Company CTIC — Chicago Title Insurance Company CLTIC -- Commonwealth Land Title Insurance Company CTIC — Chicago Title Insurance Company DISASTER LOANS (CTIC, CLTIC, FNTIC) The charge for a Lenders Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, within twenty-four (24) months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, will be fifty percent (50%) of the appropriate title insurance rate. CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC, FNTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be fifty percent (50%) to seventy percent (70%) of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be forty (40%) to fifty percent (50%) of the appropriate title insurance rate, depending on the type of coverage selected. Notice of Available Discounts (Rev. 01.15-20) Last Saved: November 21, 2022 by JSD MISCO164 (DSI Rev. 0311212D) Escrow No : 30072922-987-987-1 RV 19-25 FIDELITY NATIONAL FINANCIAL, INC. PRIVACY NOTICE Effective August 1, 2021 Fidelity National Financial. Inc. and its majority -owned subsidiary companies (collectively. "FNF," "our," or "we") respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information. A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice will be available on the subsidiary's website and this Privacy Notice does not apply. Collection of Personal Information FNF may collect the following categories of Personal Information: ■ contact information (e.g., name, address. phone number, email address). • demographic information (e.g., date of birth. gender, marital status): • identity information (e.g. Social Security Number, driver's license, passport. or other government ID number) • financial account information (e.g. loan or bank account information); and ■ other personal information necessary to provide products or services to you. We may collect Personal Information about you from: • information we receive from you or your agent; • information about your transactions with FNF, our affiliates, or others; and • information we receive from consumer reporting agencies and/or governmental entities. either directly from these entities or through others. Collection of Browsinn Information FNF automatically collects the following types of Browsing Information when you access an FNF website, online service, or application (each an "FNF Website") from your Internet browser, computer, and/or device: ■ Internet Protocol (IP) address and operating system: ■ browser version, language, and type; • domain name system requests, and • browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website. Like most websites. our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation. and to improve our websites. Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other Online Specifics Cookies. When you visit an FNF Website, a "cookie" may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer's hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. Do Not Track. Currently our FNF Websites do not respond to "Do Not Track" features enabled through your browser. Links to Other Sites. FNF Websites may contain links to unaffiliated third -party websites FNF is not responsible for the privacy practices or content of those websites. We recommend that you read the privacy policy of every website you visit. Use of Personal Information FNF uses Personal Information for three main purposes: • To provide products and services to you or in connection with a transaction involving you. ■ To improve our products and services. ■ To communicate with you about our, our affiliates', and others products and services, jointly or independently. When Information Is Disclosed We may disclose your Personal Information and Browsing Information in the following circumstances • to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; • to nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions, FNF Privacy Statement {Eff. August 1. 2021) Copyright Q 2021. Fidelity National Financial, Inc. All Rights Reserved MISCO219 (DS4 Rev. 07/29/21) rage 1 Order No. 30072922-987-987-1RV 19-26 • to nonaffiliated third party service providers with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or services to you: ■ to law enforcement or authorities in connection with an investigation. or in response to a subpoena or court order: or ■ in the good -faith belief that such disclosure is necessary to comply with legal process or applicable laws. or to protect the rights, property, or safety of FNF, its customers, or the public. The law does not require your prior authorization and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties. except as required or permitted by law. We may share your Personal Information with affiliates (other companies owned by FNF) to directly market to you. Please see "Choices with Your Information" to learn how to restrict that sharing. We reserve the right to transfer your Personal information, Browsing #nformation, and any other information. in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership. or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use andlor transfer of the foregoing information in connection with any of the above described proceedings. Security of Your Information We maintain physical, electronic, and procedural safeguards to protect your Personal Information. Choices With Your Information If you do not want FNF to share your information among our affiliates to directly market to you, you may send an "opt out" request as directed at the end of this Privacy Notice. We do not share your Personal Information with nonaffliates for their use to direct market to you without your consent. Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you. For California Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties. except as permitted by California law. For additional information about your California privacy rights, please visit the "California Privacy" link on our webs ite (httos://fnf.camloageslcaIiforniaorivacy.asox) or calf (888) 413-1748. For Nevada Residents: You may be placed on our internal Do Not Call List by calling (888) 714-2710 or by contacting us via the information set forth at the end of this Privacy Notice. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132; email: BCPINFO@ag.state nv.us- For Oregon Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes. For Vermont Residents: We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information. financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law. unless you authorize us to make those disclosures. Information From Children The FNF Websites are not intended or designed to attract persons under the age of eighteen (18).We do not collect Personal Information from any person that we know to be under the age of thirteen (13) without permission from a parent or guardian. International Users TV's headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that information outside of your country of residence. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy Notice. FNF Website Services for Mortqaqe Loans Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect customer information on behalf of mortgage loan servicers (the "Service Websites"). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender's privacy notice. The sections of this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and Correcting Information do not apply to the Service Websites. The mortgage loan servicer or lender's privacy notice governs use, disclosure. and access to your Personal Information. FNF does not share Personal Information collected through the Service Websites, except as required or authorized by contract with the mortgage loan servicer or lender, or as required by law or in the good -faith belief that such disclosure is necessary: to comply with a legal process or applicable law, to enforce this Privacy Notice, or to protect the rights. property, or safety of FNF or the public. FNF Privacy Statement (Eff. August 1. 2021) Copyright @ 2021. Fidelity National Financial. Inc. All Rights Reserved MISCO219 (DSI Rev. 07/29/21 ) Page 2 Order No. 3D072922-987-987-1 RV 19-27 Your Consent To This Privacy Notice; Notice Changes By submitting Personal Information andlor Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notice's effective date will show the last date changes were made. If you provide information to us following any change of the Privacy Notice, that signifies your assent to and acceptance of the changes to the Privacy Notice. Accessing and Correcting Information: Contact Us If you have questions, would like to correct your Personal Information, or want to opt -out of information sharing for affiliate marketing. visit FNF's Opt Out Page or contact us by phone at (888) 714-2710 or by mail to: Fidelity National Financial, Inc. 601 Riverside Avenue, Jacksonville, Florida 32204 Attn: Chief Privacy Officer FNF Privacy statement (Eff. August 1. 2 02 1) MISCO219 (DSI Rev. 07/29/21 ) Copyright © 2021. Fidelity National Financial, Inc. All Rights Reserved Page 3 Order No. 30072922-987-987-1RV 19-28 ATTACHMENT ONE (Revised 05-06-16) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY — 1990 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, regulating. prohibiting or relating (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 govemmenW 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 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 ❑ate of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defect& 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 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: or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceabitity 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. 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 truth in lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate of 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. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay casts, 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 which may be asserted by persons in possession thereof. 3. Easements. liens or encumbrances, or claims thereof. 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. 6. Any lien or right to a lien for services. labor or material not shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B. You are not insured against loss, costs. attorneys' fees. and expenses resulting from: 1. GovemmentaI police power, and the existence or violation of those portions of any law or government regulation concerning: a. building. b. zoning: c. land use. d. improvements on the Land: e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a.. 14. 15. 16. 18, 19. 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks a. that are created. allowed. or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date. but not to Us. unless they are recorded in the Public Records at the Policy Date: Attachment One - CA (Rev. 05-06-lq _ _ Page 1 O California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in goad standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. 19-29 c. that result in no loss to You. or d, that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7. 8.e.. 25. 26. 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right. a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A. and b. in streets. alleys. or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. 8. Contamination. explosion. fire. flooding. vibration. fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals. water. or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16. 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A The deductible amounts and maximum dollar limits shown on Schedule A are as follows. Our Maximum Dollar Your Deductible Amount Limit of Liability Covered Risk 16: 1.00% of Policy Amount Shown in Schedule A or 52,500.00 $ 10.000.00 (whichever is less) Covered Risk 18: 1 00% of Policy Amount Shown in Schedule A or $5,000.00 $ 25.000.00 (whichever is less) Covered Risk 19: 1.00% of Policy Amount Shown in Schedule A or $5,000.00 $ 25.000.00 (whichever is less) Covered Risk 21- 1.00% of Policy Amount Shown in Schedule A or $2.500.00 S 5.000.00 (whichever is less) 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs. attorneys' fees, or expenses that arise by reason of: 1 (a) Any law, ordinance. permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land. (ii) the Character, dimensions, or location of any improvement erected on the Land: (iii) the subdivision of land: or (iv) environmental protection. ❑r the effect of any violation of these laws, ordinances. or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power, This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6 2. Righis of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens. encumbrances. adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant. (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant: (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11. 13 or 14). or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing -business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and Is based upon usury or any consumer Credit protection or truth -in -lending law. 6. Any claim, by reason of the operation of federal bankruptcy. state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE (Except as provided in Schedule 8 - Part IQ t{or This policy does not insure against loss or damage, and the Company will not pay costs. attorneys' fees of expenses, that arise by reason of, Attachment One - CA Rev. 05-06-16 Page 2 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. 19-30 {PART I {The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests. or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements. liens or encumbrances. or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof., (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records.) PART II In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:) 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded From the coverage of this policy. and the Company will not pay loss or damage, costs. attorneys' fees, or expenses that arise by reason of: I. (a) Any law. ordinance. permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use. or enjoyment of the Land; (a) the character, dimensions, or location of any improvement erected on the Land; (lii) the subdivision of land; or (iv) environmental protection: or the effect of any violation of these laws. ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or B. 3. defects. liens. encumbrances, adverse claims. or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant. (b) not Known to the Company. not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the insured Claimant prior to the date the Insured Claimant became an Insured under this policy: (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 14): (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency. or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A. is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may he issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE" This policy does not insure against loss or damage, and the Company will not pay costs. attorneys' fees or expenses. that arise by reason of {The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions From Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings. whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land- 3- Easements. liens or encumbrances. or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that 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. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. } 7. (Variable exceptions such as taxes, easements. CC&R's, etc. shown here.) Attachment One — CA (Rev. 05.66-16) Page 3 D Califomia Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. 19-31 ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY — ASSESSMENTS PRIORITY (04-02-15) 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, permit. or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting. or relating to (I) the occupancy, use, or enjoyment of the Land; (H) the character, dimensions, or location of any improvement erected on the Land; Qii) the subdivision of land; or (iv) environmental protection, or the effect of any violation of these laws, ordinances. or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, fi, 13(c), 13(d), 14 or 16. (b) Any govemmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d). 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered. assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11. 16. 17. 1& 19. 20. 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage, 4 Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing -business laws of the state where the Land Is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth -in -lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26, 6. Any claim of invalidity. unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or Iimit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does nat modify a limit the coverage provided in Covered Risk 11 (b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws. that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. 10. Contamination. explosion. fire, flooding, vibration, fracturing, earthquake. or subsidence. 11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water. or any other substances. Attachment One _ CA (Rev. 05-06.16) Page 4 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. 19-32 Mi � Ar w +�s�Aea .w a+er �voqsrar em ��utero�af4t�sy cre nr u[vr+r* 1 Im -VS �r1l�lu il� +ar LA! agYi�JCf �C e`ic :�c� M+�f°rner•" usEsse n.e , 24 4"-zJ RN4 fIY0F aw TRACT y A-0 � � �r •tale �_ i r/II. 25a r �' Ys '.. Yi AAr It ` SRr it r- . � P f.,1R I 'mom IRWI N& am AM 3 T-! FRWI AL rAf 11IR M15 PA9 R YIP P.AL 20 rw —@r rs A.fR +t Ao ff - AiiEiiliY'3 di ACA d P1.�{L1 MAW4?.S SrG11k Lf c" Ka's ASSESSM'S MP $ a" 431 PACE I; £444lfr Or CWAM[t 19-33 STATEMENT OF INFORMATION CONFIDENTIAL INFORMATION STATEMENT TO BE USED IN CONNECTION WITH ORDER NO: 30072922-987-1RV COMPLETION OF THIS FORM WILL EXPEDITE YOUR ORDER AND WILL HELP PROTECT YOU THE STREET ADDRESS of the property in this transaction is: IF NONE LEAVE BLANK ADDRESS: CITY IMPROVEMENTS- ❑ SINGLE RESIDENCE ❑ MULTIPLE RESIDENCE ❑ COMMERCIAL OCCUPIED BY: ❑ OWNER ❑ LESSEE ❑ TENANTS ANY PORTION OF NEW LOAN FUNDS TO BE USED FOR CONSTRUCTION ❑ YES ❑ NO NAME SPOUSES NAME FIRST MIDDLE LAST FIRST MIDDLE LAST BIRTHPLACE BIRTH DATE BIRTHPLACE BIRTH DATE I HAVE LIVED IN CALIFORNIA SINCE SOCIAL SECURITY NUMBER I HAVE LIVED IN CALIFORN[A SINCE SOCIAL SECURITY NUMBER DRIVER'S LICENSE NO. DRIVER'S LICENSE NO. WMFE'S MAIDEN NAME: WE WERE MARRIED ON -T RESIDENCE(S) FOR LAST 10 YEARS NUMBER AND STREET CITY FROM TO NUMBER AND STREET CITY FROM TO NUMBER AND STREET CITY FROM TO NUMBER AND STR$E7 CITY FROM TO OCCUPATION(S) FOR LAST 10 YEARS HUSBAND PRESENT OCCUPATION FIRM NAME ADDRESS NO. OF YEARS PRIOR OCCUPATION FIRM NAME ADDRESS W. OF YEARS PRIOR OCCUPATION FIRM NAME ADDRESS NO. OF YEARS VAFE PRESENT OCCUPATION FIRM NAME ADDRESS NO. OF YEASTS PRIOR OCCUPATION FIRM NAME ADDRESS NO.OF YEARS PRIOR OCCUPATION FIRM NAME ADDRESS NO.OF YEARS FORMER MARRIAGES: IF NO FORMER MARRIAGES. WRITE `NONE" NAME OF FORMER SPOUSE IF DECEASED: DATE WHERE CURRENT LOAN ON PROPERTY PAYMENTS ARE BEING MADE TO 2. V. 3. HOMEOWNERS ASSOCIATION NUMBER DATE SIGNATURE HOME PHONE BUSINESS PHONE MISCO008 (Rev. 0911512011) 19-34 g Fidelity National Title Company 4210 Riverwalk Parkway, Suite 100, Riverside, CA 92505 Phone: (951) 710-5900• Fax: {951) 710-5955 This Affidavit, when fully completed, is to be signed and notarized, then returned to Fidelity National Title Company to enable Fidelity National Title Company to insure the presently pending transaction. AFFIDAVIT The undersigned owner hereby states that there are no unrecorded leases or agreements affecting the property described in the Preliminary Report for Title Order Number 30072922-987-987-1 RV and that there is no one in possession or entitled to possession of said property other than the vestee shown in said Preliminary Report, except: The undersigned owner states that to his/her knowledge, there are no liens or rights to liens upon said property for labor, services and materials for work contracted for, and completed by, an owner, lessee, sub -lessee or tenant within the last year or which is now in progress. except: This statement is made in connection with the request to Fidelity National Title Company to issue its policy(ies) of title insurance with respect to Title Order Number 30072922-987-987-1RV. Dated: By: By: By: By: Address: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF 3 SS: Subscribed and sworn to (or affirmed) before me on this day of by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. (Seal) Signature Owner's Information Statement AFF00002 (BSI Rev. 8/8/18) Last Saved: 11/21/2022 11:38 AM by JSD Page 3 Order No.: 30072922-987-987-1RV 19-35 Exhibit C Gift Deed Friends of Newport Beach Animal Shelter Gift Agreement Page C-1 19-36 RECORDING REQUESTED BY CITY OF NEWPORT BEACH AND WHEN RECORDED MAIL TO: Attn: City Clerk City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Parcel No: 439-251-07 Frempt from recording fee per Governmeni Code §§ 6103 and 2 383 (space Above This Line For Recorder's Use Only) GIFT DEED THE. UNDERSIGNED GRANTOR(S) DECLARE(S): '`Governmental agency acquiring title. R&T 1 1922" ❑ City of Newport Beach Documentary Transfer Talc is $0.00 ❑ unincorporated area City Transfer Tax is $0.00 ❑ computed on full value of interest or property conveyed, or ❑ hill value less value of liens or encumbrances remaining at the time of sale FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Friends of Newport Beach Animal Shelter, a California nonprofit public benefit corporation ("Grantor"). hereby GIFTS in fee simple interest to the City of Newport Beach, a municipal corporation and charter city ("Grantee"), the following real property in the City of Newport Beach. County of Orange, State of California described in EXHIBIT "A" and depicted on EXHIBIT "B," which exhibits are attached hereto and incorporated herein by this reference and are made a part of this Gift Deed, with all improvements and fixtures, together with equipment and personal property, if any, located on or under the land (collectively the "Property"). (Grantor and Grantee are sometimes hereinafter referred to collectively as the "Parties".) THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO THE FOLLOWING COVENANTS: 1) Permitted Use of Property. Grantee, its permitted successors, and permitted assigns, shall at all times use the Property for a public animal shelter or operation of municipal animal control services only ("Permitted Uses)") and Grantee shall not use, or permit any other person or entity to use, the Property for any other use or purpose other than the Permitted Use(s), provided, however. this Covenant i limiting use of the Property to the Permitted Uses(s) shall expire: and be of no further force or effect on the later to occur of (i) fifty (50) years from the date of recordation of this Gift Deed, (ii) formal 19-37 dissolution of Grantor pursuant to Grantor's Articles of Incorporation or California Corporations Code Section 5008.9 et seq. or successor provision, or (Ili) suspension of Grantor's California nonprofit public benefit corporation status for four (4) consecutive years by the California Secretary of State or Franchise Tax Board pursuant to California Corporations Code Section 5008.6(b), California Revenue and Tax Code Section 23301. or California Revenue and Tax Code Section 23775 (•Permitted Use(s) Term"). 2) Agreement Not to Transfer. Grantee, for a period of fifty (50) years from the date of recordation of this Gift Deed, shall not sell, exchange, pledge, or otherwise transfer or convey all or any portion of its interest in the Property to a third party or enter into contracts with third parties for use of the Property in furtherance of the Permitted Uses without prior written approval of Grantor, which may be granted or withheld in Grantor's sole and absolute discretion. provided, however, that Grantee may, without Grantor's prior written consent transfer an interest in any portion of the Property in connection with a utility installation required in connection with Grantee's Permitted Use of the Property. Remedies With Respect To Covenant 2 (Agreement Not to Transfer) Above. With respect to Covenant 2 (Agreement Not to Transfer) above and due to the unique nature of the gift of the Property by Grantor, for a period of fifty (50) years from the date of recordation of this Gift Deed, in the event of any failure of Grantee, its successors -in -interest or assigns, to comply with the Covenant 2, as set forth above, which default Grantee has not commenced efforts to cure within one hundred twenty (120) calendar days of Grantor's written notice of default. Grantor shall be entitled to pursue all remedies available to Grantor at law or in equity including injunctive relief and the remedies set forth in this paragraph including the right to retake possession of the Property, or Grantee returning the proceeds from a good faith, fair market value sale of the Property, if sale should occur. The Parties agree that Grantee's transfer of title and possession of the Property back to Grantor and/or its successor -in -interest, or returning the proceeds from the sale of the Property at fair market value to Grantor and/or its successor -in -interest, resolves any and all disputes between the Parties regarding any alleged default and/or violation of Covenant 2 by Grantee. If Grantor is not then in existence at the occurrence of the alleged default or breach of Covenant 2, the Property (or the proceeds of its sale, should that occur) shall be donated to Best Friends Animal Society, based in Los Angeles, California. Should neither Grantor nor Best Friends Animal Society be in existence at the occurrence of the alleged default or violation of Covenant 2, the Property (or the proceeds of its sale, should that occur) shall be donated to an Orange County, California -based non-profit organization or public entity or agency dedicated to animal rescue. Amendment. Covenants l and 2, as set forth above, may be amended by mutual agreement of the Parties. Prior to expiration of either Covenant 1 or 2, any amendment must be in writing and recorded in the Official Records of Orange County, California. Term. Covenants 1 and 2 shall run with and bind the Property and shall inure to the benefit of and be enforceable by Grantor, its successors -in -interest or assigns. With respect to Covenant 1, unless Grantor, its successors -in -interest or assigns record a declaration terminating Covenant 1. Covenant 1 shall be binding absolutely on the Grantee, its successors -in -interest and assigns, and the Property for the Permitted Use(s) Term by all available remedies at law or in equity including Gift Deed - 20282 Riverside Drive Page ? 19-38 injunctive relief within the time periods specified above. Upon expiration of the Permitted Use(s) Tenn, Covenant 1 shall terminate automatically and be of no further farce or effect. With respect to Covenant 2, subject to the Remedies provision above, unless Grantor, its successors -in -interest or assigns record a declaration terminating Covenant 2, Covenant 2 shall be binding absolutely on the Grantee, its successors -in -interest and assigns, and the Property for fifty (SD) years from the date of recordation of this Gift Deed. Notwithstanding the foregoing. fiftti (50) years from the date of recordation of this Gift Deed, Covenant 2 shall terminate automatically and be of no further force or effect. [SIGNATURES ON FOLLOWING PAGE] Gift Deed - 24?82 Riverside Drive Page 3 19-39 1N WITNESS WHEREOF. the undersigned has executed this Gift Deed as of 2022. This Girt Deed shall not be effective for any purpose unless and until the Acceptance below has been duly executed by Grantee. CV:7W►LI Iti7- IT FRIENDS OF NEWPORT BEACH ANIMAL SHELTER, a California nonprofit public bend i t corporation Dated: Jonathan Langford Chief Executive Officer Dated: By: Sharon Esterley Secretary Gift Deed — 20282 Riverside Drive Page 4 19-40 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF I SS. On , 20 before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF .rs. ( seal ) On , 20 before me, , Notary Public, personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) Gift Deed — 20282 Riverside Drive Page 5 19-41 EXHIBIT "A" LEGAL DESCRIPTION All that certain real property situated in Newport Beach, in the County of Orange, State of Califomia, described as follows: LOT 14, TRACT 2581, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 77, PAGE 15 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND HYDROCARBONS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN INSTRUMENTS OF RECORD. APN: 439-251-07 Gift Deed -- 20282 Riverside Drive Page 6 19-42 EXHIBIT "B" PROPERTY DEPICTION Gift Deed — 20282 Riverside Drive Page 7 19-43 CERTIFICATE OF ACCEPTANCE This CERTIFICATE OF ACCEPTANCE is to certify that the interest in real property conveyed by the Gift Deed at the address commonly known as 20282 Riverside Drive, located in the City of Newport Beach, County of Orange, State of California 92650 (A.P.N. 439-251-07) dated , 2022 from the Friends of Newport Beach Animal Shelter, a California nonprofit public benefit corporation as Grantor, and the City of Newport Beach, a California municipal corporation and charter city, as Grantee, is hereby accepted on , 2022, by the undersigned officer on behalf of the City of Newport Beach pursuant to authority conferred by Resolution No. 1992-82 of the City Council adopted on July 27, 1992. The City consents to the recordation of said document in the Office of the Recorder of Orange County, State of California. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: !1 2-I - 2�2— By: A5onHaCorney ATTEST: Date - By -. Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation and charter city Date: Grace K. Leung City Manager Gilt Deed — 20282 Riverside Drive Page 8 19-44 A notary public or other officer completing, this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of ORANGE } On before me, Notary Public, personally appeared Grace K. Leung, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity(ies), and that by her signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Gift Deed — 20282 Riverside Drive Page 9 19-45 Exhibit ❑ Plans Friends of Newport Beach Animal Shelter Gift Agreement Page D-1 19-46 r �Y PLANTING PLAN is' 6, k! E✓ g SCALE: l+S' = 1'-0' -NT LEOEf D Lf uw:le:+me.w s�Nc �ocur,�r,LT� 7� urn[ x fL.treP um. rr7Lk ]�j 0. l]� 6 vwiflL�x. norrL$ cner.wrq.ry • Y'k 4MYdV �tYr� VMh�IrEswin rplerYLr.in+. w: •4fE�1-mod Lw. tr i:vo� -a,�e urgnkyp•ey Pw:dl+:a,.ARJ ^�liFNrl .�kL:B.MiaLn[�laubi an OMhY��aY �:t<.LYSP./[�wlpq:c r,pF YI'iv. a+9d.l OY:i'lL^MR1.:u rYri.:?I.,\•wu 4:.rit�a[.unAE� HOFY.QfY�ii'G Nn sui.,gnYL+a•wYq+w LiYwa,�.oi��FWrirOi.t✓a '- :o,aLr+gym.+Lma..yr*�•.a.�fa rL�,nLfcs ,vY.,c�u.or.- +�eartr re..ea Yarn w�+,[+kL.akkF.�a L m m c merkioRr4,4.PJrrp,�eYVI. OIY4•E CfY.L:lrpOa, bYm�Ya�a+':ruo m9 0 fpCTL,0lYY 1'i0r6i Y>iY[ure.Yl fard�lklE.LTJIL, Vt"CiYf SiVti+L � i � � nq.rp 4bG igYY.f ritr ��£ Ebf� r�n4� rPJrI., P:4 iW R� w' rYYrL�cA:fe-Sibs w®4 an.Lw•. Yerw YLarera Ltrac .a �d � og+iroc.��w..oe�®ow rc.w[ro '�kL,�� 'or rrvr�.a.raama mans cauLeynrw:rt r.eW Y<rV f rPsaaas.�a Lr<. E aiur"k4!'� `�1F+1. � ltE9 Crd.Lklf unaeF YYFb w.n�c,a•s.�.LiL,w. ..�:: F`Y�iLnFe o.a.awFs r.... �..erakyaw: mY:.r�oe sea .Yaps+.. rw..ce.c.rae.ak uvs+r,car.�wao•n wee. r.rL...r,..a.�aar®.L+ek a coAe�nm.wnoeancTenecur�,[a. LY•..r�r� +wcr� a. w•s�wrasr. iwr:L..sL.k. � r E.owLwcrn*sotnras r..Boa.ups.•.+aa.er�r�or..w�uvrLwwo.,eowwso.::Lo.orE N69•(aSYWkY�S�v�i��uM�4y iS LY,i 6E+iMr 6Ltlltl RA �WiG:® � OLM4viFn aspriO IYJIO'-�R•OLlr+I4LmFY: W+94t Ytlw�rsf• ' - . - _ . L1 19-4 7 ____� ❑• .. .,�,:,�� I � � - � ' .••.. - - - . � � � � _ 7, bra _:� _ �„U - - �s. _ c IVA ...� . 14 ow D _ -- I ,r,�' � Ili r.::. • •,_: f Y ij f`y✓] F L❑ O R P L A N 6CALCi 1 W _ "-El' 19-48 Attachment B Animal Shelter Support Agreement with Friends of Newport Beach Animal Shelter (FONBAS) 19-49 ANIMAL SHELTER SUPPORT AGREEMENT WITH FRIENDS OF NEWPORT BEACH ANIMAL SHELTER (FONBAS) This Support Agreement ("Agreement") between the FRIENDS OF NEWPORT BEACH ANIMAL SHELTER (FONBAS), a California non-profit corporation ("Friends") and the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), each individually referred to as Party and sometimes collectively referred to as the Parties, is dated as of this 28th day of November, 2017 ("Effective Date") and is made with respect to the following: RECITALS WHEREAS, the City, through the Newport Beach Police Department ("NBPD"), operates an animal shelter in and for the City and recently leased a facility located at 20302 Riverside Drive, Newport Beach, California 92660 to care for and shelter stray animals found within the City's borders; WHEREAS, several City residents have incorporated Friends as a California non-profit corporation for the purpose of providing both volunteer and financial support for an animal shelter in the City including, but not limited to, supplemental medical care, training, adoption programs, and positive awareness for the City's animal control and shelter program; WHEREAS, Friends also desires to provide capital fundraising for purchasing or building a City -owned and operated animal shelter; WHEREAS, the City and Friends are each independent legal entities and each operates pursuant to rules and laws that may not be applicable to the other; WHEREAS, the Parties agree that they play different roles in helping the City maintain a standard of excellent care and that the City's animal shelter will benefit by a clear delineation of the Parties' respective functions and responsibilities; WHEREAS, the Parties intend this Agreement to establish a framework for long- term and continued cooperation with respect to volunteer support and fundraising for the City's animal shelter programs and infrastructure; and WHEREAS, the Parties agree that the primary objective of the City's animal shelter is to provide care and services that satisfy the needs of the City's stray animals. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS 1. Basic Principles 1.1 The creation of meaningful volunteer and support opportunities that Animal Shelter Support Agreement Page 1 19-50 facilitate an efficient, safe, and compassionate animal shelter is an important objective of the City and Friends. 2. Funding 2.1 Provided the City Council has, in its sole discretion, allocated appropriate funds in the annual budget, City shall fund costs of City's animal control and shelter professional staff, their operational needs, facility maintenance, rent, and support the programs attendant to the City's animal control and shelter. 2.2 Following a written request for funding by City staff, Friends may fund the cost of City animal shelter activities for which no funding is allocated in the annual City budget, if the Friends Board of Directors has, in its sole discretion, approved the expenditure. 2.3 City staff and Friends leadership shall serve as a forum for discussion of issues related to City animal shelter funding. 2.4 Any revenue generated by fundraising activities conducted by Friends at the City's animal shelter shall be used to fund costs associated with the City's animal shelter, its programs, and/or a future facility. Friends will take reasonable efforts to minimize administrative fees and overhead expenses; however, in no case shall Friends spend more on administration or overhead expenses than is recommended of charities by Charity Watch, or any successor entity. 3. Roles & Functions 3.1 The City has the exclusive responsibility for the management and operation of the City animal shelter, related animal control, and animal programs. 3.2 Friends is hereby permitted to promote and seek contributions for animal shelter funding to supplement City's unfunded needs and a permanent City animal shelter facility. Friends shall obtain permission of the Contract Administrator, as hereinafter defined, prior to conducting any organized activity on City property. 3.3 City may periodically obtain input and recommendations from the Friends Board of Directors on topics that may include, but are not limited to: (a) Adoption programs and publicity; (b) Licensing oversight and publicity; (c) Shelter educational outreach (e.g., scholarship grants, resource library, and volunteers); (d) Unfunded animal shelter needs; and (e) Fundraising events and activities. Animal Shelter Support Agreement Page 2 19-51 3.4 The City shall give serious consideration to Friends' input and fundraising activities for the potential future animal shelter facility, and City agrees that Friends is hereby exclusively permitted to promote and seek contributions for funding activities and campaign to supplement these unfunded needs and a permanent City animal shelter facility. Notwithstanding the foregoing, the City may, in its sole discretion, accept monies from other sources to fund City animal shelter costs and expenses. 3.5 This Agreement shall be administered by the NBPD. City's Traffic Division Lieutenant or designee shall be the Contract Administrator and shall have the authority to act for City under this Agreement. 3.6 City provides no guarantee that it will implement any recommendations received from Friends. Any input or recommendations received by City from Friends are intended to augment, not replace, the normal, routine shelter services, operations, maintenance, and support provided through the NBPD. 4. Publications 4.1 Friends may, at its own expense, publish newsletters, social media publicity postings, fundraising materials, and/or website information (individually, a "Communication"; collectively, "Communications") to publicize the activities, services, and funding needs for the City's animal shelter and its development, provided such Communications comply with Council Policy D-5. Any Communication generated pursuant to this Agreement must be reviewed and approved by the Contract Administrator before the date such Communication is published. 4.2 Friends may utilize the City's name and official "sail" logo, a copy of which is attached hereto as Exhibit A and incorporated herein by reference, in association with any Communication generated or fundraising activity conducted by Friends. 4.3 Friends shall not permit individuals or entities that are known to have used unfair, incompetent, or inappropriate business practices to advertise on any communication medium owned or operated by Friends. 4.4 In the event the City is concerned, at any time, about the format or content of any Friends' Communication, the matter will be first submitted for resolution by City staff to the Friends' volunteer primarily responsible for that publication. Should the Parties be unable to resolve the City's concern, Friends shall immediately remove the Communication from publication. 4.5 Friends' officers and volunteers, as appropriate, shall be given access to the City animal shelter for the limited purpose of placing City -approved Communications thereon or for the preparation and attendance of Friends' activities or events, which have been preapproved by the Contract Administrator. Animal Shelter Support Agreement Page 3 19-52 5. Term; Termination; Notice 5.1 The term of this Agreement shall be twenty (20) years from the Effective Date. 5.2 Either Party may terminate this Agreement, without cause, upon one hundred twenty (120) calendar days' written notice to the other, with notice served on the City Manager or served on the Friends Secretary at the addresses specified herein. 5.3. All notices with regard to this Agreement may be delivered to the Parties addressed as follows: City: City of Newport Beach Police Department Attn- Traffic Division Lieutenant 870 Santa Barbara Drive Newport Beach, CA 92660 Friends: Friends of Newport Beach Animal Shelter (FONBAS) Attn: Friends Secretary P.O. Box: 10791 Newport Beach, CA 92658 6. Insurance 6.1 Friends shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Friends shall provide certificates of insurance to City as evidence of the insurance coverage required herein and other endorsements as specified herein for each coverage. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Friends one hundred twenty (120) calendar days' advance written notice of such change. 6.2 Friends shall maintain directors & officers insurance that covers the activities permitted to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Friends agrees to maintain continuous coverage from the Effective Date through a period no less than three years after completion of the activities permitted by this Agreement. 6.3 Friends shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Friends arising out of or in connection with any activities permitted to be performed under this Agreement, including coverage for any non -owned vehicles in an amount approved by City's Risk Manager. Animal Shelter Support Agreement Page 4 19-53 6.4 Friends shall maintain Crime (Discovery Form) coverage including Employee Dishonesty and Theft, Computer Fraud, Forgery or Alteration, Fraudulent Funds Transfer and, when applicable, Inside/Outside Money and Securities coverage, including third party losses, for City -owned property in the care, custody and/or control of Friends. Coverage limits shall be approved by City's Risk Manager. The policy shall include the City as loss payee. 7. Indemnification 7.1 Friends shall indemnify, defend and hold harmless City, its elected or appointed officers, officials, employees, and volunteers from and against any and all claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses of every kind and nature whatsoever, which may arise from any breach of the terms and conditions of this Agreement or any activities conducted by Friends. 7.2 Notwithstanding the foregoing, nothing herein shall be construed to require Friends to indemnify the City from any claim arising from the sole negligence or willful misconduct of the City. The insurance policy limits in this Agreement act as a limitation upon the amount of indemnification to be provided by Friends. Nothing in this Agreement creates any indemnity obligation for an individual Friends' director, officer, or volunteer. 8. Standard Provisions 8.1 Recitals. City and Friends acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 8.2 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 8.3 Amendments. This Agreement may be modified or amended only by a written document executed by both Friends and City and approved as to form by the City Attorney. 8.4 Severability. If any term or portion of this Agreement is held to be invalid, illegal, unconstitutional, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 8.5 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. Animal Shelter Support Agreement Page 5 19-54 8.6 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 8.7 Counterparts. This Contract may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Animal Shelter Support Agreement Page 6 19-55 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: ((/-Zz[ t-7 Aaron C. H�r City Attorney ATTEST: Date: ! a. L • �� By: Leilani I. Brown City Clerk Attachments: CITY OF NEWPORT BEACH, a Californiay m� �Cipal orporat Date: 1, �, J ,M Kevin Muldoon Mayor FRIENDS: FRIENDS OF NEWPORT BEACH ANIMAL SHELTER (FONBAS), a California nonprofit corporation Date: By: Ti oaks Pr i ent Date: /?"- te By:�� mot/ JeW Watt Secretary [END OF SIGNATURES] Exhibit A -- City "Sail" Logo Animal Shelter Support Agreement Page 7 19-56 EXHIBIT A CITY "SAIL" LOGO Animal Shelter Support Agreement Page A-1 19-57 CITY OF NEWPORT BEACH 19-58 Q SEW Pp�T CITY OF �m __ z NEWPORT BEACH C1-11:09 'P City Council Staff Report November 28, 2017 Agenda Item No. 10 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Jon Lewis, Chief of Police - 949-644-3701, jlewis@nbpd.org PREPARED BY: Thomas Fischbacher, Lieutenant, tischbacher@nbpd.org PHONE: 949-644-3740 TITLE: Approval of a Cooperative Agreement with the Friends of Newport Beach Animal Shelter ABSTRACT: The Police Department seeks approval of a Cooperative Agreement between the City of Newport Beach (City) and the Friends of Newport Beach Animal Shelter, a California nonprofit corporation (FONBAS). RECOMMENDATION: a) Determine that the action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because it will not result in a physical change to the environment, directly or indirectly; and b) Approve and authorize the Mayor and City Clerk to execute the Cooperative Agreement between the City and FONBAS. FUNDING REQUIREMENTS: There is no funding impact related to this item. DISCUSSION: In November 2015, the Newport Beach Police Department began to operate an animal shelter for the care and welfare of lost, stray, impounded and safe keeping of animals in the City of Newport Beach. Born from a desire to see the best possible care for the animals and a desire to have a premier animal care facility, a group of Newport Beach residents formed a nonprofit organization to raise funds for the City of Newport Beach Animal Shelter. These funds would be used to provide upgraded cages, amenities and medical care for the animals to make them more adoptable. 19-59 Approval of a Cooperative Agreement with the Friends of Newport Beach Animal Shelter November 28, 2017 Page 2 Friends of Newport Beach Animal Shelter (FONBAS) was formed in August 2017. It is a nonprofit organization that conducts fundraising efforts for the benefit of the City of Newport Beach Animal Shelter. Police Department personnel have worked collaboratively on the Cooperative Agreement. Staff recommends Council approve the attached agreement in concept and authorize the City Manager to make minor modifications if needed. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENT: Attachment A — Cooperative Agreement 19-60 ATTACHMENT A ANIMAL SHELTER SUPPORT AGREEMENT WITH FRIENDS OF NEWPORT BEACH ANIMAL SHELTER (FONBAS) This Support Agreement ("Agreement") between the FRIENDS OF NEWPORT BEACH ANIMAL SHELTER (FONBAS), a California non-profit corporation ("Friends") and the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), each individually referred to as Party and sometimes collectively referred to as the Parties, is dated as of this 28th day of November, 2017 ("Effective Date") and is made with respect to the following: RF(_ITAI S WHEREAS, the City, through the Newport Beach Police Department ("NBPD"), operates an animal shelter in and for the City and recently leased a facility located at 20302 Riverside Drive, Newport Beach, California 92660 to care for and shelter stray animals found within the City's borders; WHEREAS, several City residents have incorporated Friends as a California non-profit corporation for the purpose of providing both volunteer and financial support for an animal shelter in the City including, but not limited to, supplemental medical care, training, adoption programs, and positive awareness for the City's animal control and shelter program; WHEREAS, Friends also desires to provide capital fundraising for purchasing or building a City -owned and operated animal shelter; WHEREAS, the City and Friends are each independent legal entities and each operates pursuant to rules and laws that may not be applicable to the other; WHEREAS, the Parties agree that they play different roles in helping the City maintain a standard of excellent care and that the City's animal shelter will benefit by a clear delineation of the Parties' respective functions and responsibilities; WHEREAS, the Parties intend this Agreement to establish a framework for long- term and continued cooperation with respect to volunteer support and fundraising for the City's animal shelter programs and infrastructure; and WHEREAS, the Parties agree that the primary objective of the City's animal shelter is to provide care and services that satisfy the needs of the City's stray animals. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Basic Principles 1.1 The creation of meaningful volunteer and support opportunities that Animal Shelter Support Agreement Page 1 19-61 facilitate an efficient, safe, and compassionate animal shelter is an important objective of the City and Friends. 2. Funding 2.1 Provided the City Council has, in its sole discretion, allocated appropriate funds in the annual budget, City shall fund costs of City's animal control and shelter professional staff, their operational needs, facility maintenance, rent, and support the programs attendant to the City's animal control and shelter. 2.2 Following a written request for funding by City staff, Friends may fund the cost of City animal shelter activities for which no funding is allocated in the annual City budget, if the Friends Board of Directors has, in its sole discretion, approved the expenditure. 2.3 City staff and Friends leadership shall serve as a forum for discussion of issues related to City animal shelter funding. 2.4 Any revenue generated by fundraising activities conducted by Friends at the City's animal shelter shall be used to fund costs associated with the City's animal shelter, its programs, and/or a future facility. Friends will take reasonable efforts to minimize administrative fees and overhead expenses; however, in no case shall Friends spend more on administration or overhead expenses than is recommended of charities by the Better Business Bureau, or any successor entity. 3. Roles & Functions 3.1 The City has the exclusive responsibility for the management and operation of the City animal shelter, related animal control, and animal programs. 3.2 Friends is hereby permitted to promote and seek contributions for animal shelter funding to supplement City's unfunded needs and a permanent City animal shelter facility. Friends shall obtain permission of the Contract Administrator, as hereinafter defined, prior to conducting any organized activity on City property. 3.3 City may periodically obtain input and recommendations from the Friends Board of Directors on topics that may include, but are not limited to: (a) Adoption programs and publicity; (b) Licensing oversight and publicity; (c) Shelter educational outreach (e.g., scholarship grants, resource library, and volunteers); (d) Unfunded animal shelter needs; and (e) Fundraising events and activities. Animal Shelter Support Agreement Page 2 19-62 3.4 The City shall give serious consideration to Friends' input and fundraising activities for the potential future animal shelter facility, and City agrees that Friends is hereby exclusively permitted to promote and seek contributions for funding activities and campaign to supplement these unfunded needs and a permanent City animal shelter facility. Notwithstanding the foregoing, the City may, in its sole discretion, accept monies from other sources to fund City animal shelter costs and expenses. 3.5 This Agreement shall be administered by the NBPD. City's Traffic Division Lieutenant or designee shall be the Contract Administrator and shall have the authority to act for City under this Agreement. 3.6 City provides no guarantee that it will implement any recommendations received from Friends. Any input or recommendations received by City from Friends are intended to augment, not replace, the normal, routine shelter services, operations, maintenance, and support provided through the NBPD. 4. Publications 4.1 Friends may, at its own expense, publish newsletters, social media publicity postings, fundraising materials, and/or website information (individually, a "Communication"; collectively, "Communications") to publicize the activities, services, and funding needs for the City's animal shelter and its development, provided such Communications comply with Council Policy D-5. Any Communication generated pursuant to this Agreement must be reviewed and approved by the Contract Administrator before the date such Communication is published. 4.2 Friends may utilize the City's name and official "sail" logo, a copy of which is attached hereto as Exhibit A and incorporated herein by reference, in association with any Communication generated or fundraising activity conducted by Friends. 4.3 Friends shall not permit individuals or entities that are known to have used unfair, incompetent, or inappropriate business practices to advertise on any communication medium owned or operated by Friends. 4.4 In the event the City is concerned, at any time, about the format or content of any Friends' Communication, the matter will be first submitted for resolution by City staff to the Friends' volunteer primarily responsible for that publication. Should the Parties be unable to resolve the City's concern, Friends shall immediately remove the Communication from publication. 4.5 Friends' officers and volunteers, as appropriate, shall be given access to the City animal shelter for the limited purpose of placing City -approved Communications thereon or for the preparation and attendance of Friends' activities or events, which have been preapproved by the Contract Administrator. Animal Shelter Support Agreement Page 3 19-63 5. Term: Termination: Notice 5.1 The term of this Agreement shall be twenty (20) years from the Effective Date. 5.2 Either Party may terminate this Agreement, without cause, upon one hundred twenty (120) calendar days' written notice to the other, with notice served on the City Manager or served on the Friends Secretary at the addresses specified herein. 5.3. All notices with regard to this Agreement may be delivered to the Parties addressed as follows: City: City of Newport Beach Police Department Attn: Traffic Division Lieutenant 870 Santa Barbara Drive Newport Beach, CA 92660 Friends: Friends of Newport Beach Animal Shelter (FONBAS) Attn: Friends Secretary P.O. Box: 10791 Newport Beach, CA 92658 6. Insurance 6.1 Friends shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Friends shall provide certificates of insurance to City as evidence of the insurance coverage required herein and other endorsements as specified herein for each coverage. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Friends one hundred twenty (120) calendar days' advance written notice of such change. 6.2 Friends shall maintain directors & officers insurance that covers the activities permitted to be performed in connection with this Agreement, in the minimum amount of one million dollars (51,000,000) per claim and in the aggregate. Friends agrees to maintain continuous coverage from the Effective Date through a period no less than three years after completion of the activities permitted by this Agreement. 6.3 Friends shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Friends arising out of or in connection with any activities permitted to be performed under this Agreement, including coverage for any non -owned vehicles in an amount approved by City's Risk Manager_ Animal Shelter Support Agreement Page 4 19-64 6.4 Friends shall maintain Crime (Discovery Form) coverage including Employee Dishonesty and Theft, Computer Fraud, Forgery or Alteration, Fraudulent Funds Transfer and, when applicable, Inside/Outside Money and Securities coverage, including third party losses, for City -owned property in the care, custody and/or control of Friends. Coverage limits shall be approved by City's Risk Manager. The policy shall include the City (list the vesting being used on this contract) as loss payee. 7. Indemnification 7.1 Friends shall indemnify, defend and hold harmless City, its elected or appointed officers, officials, employees, and volunteers from and against any and all claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses of every kind and nature whatsoever, which may arise from any breach of the terms and conditions of this Agreement or any activities conducted by Friends. 7.2 Notwithstanding the foregoing, nothing herein shall be construed to require Friends to indemnify the City from any claim arising from the sole negligence or willful misconduct of the City. The insurance policy limits in this Agreement act as a limitation upon the amount of indemnification to be provided by Friends. Nothing in this Agreement creates any indemnity obligation for an individual Friends' director, officer, or volunteer. 8. Standard Provisions 8.1 Recitals. City and Friends acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 8.2 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 8.3 Amendments. This Agreement may be modified or amended only by a written document executed by both Friends and City and approved as to form by the City Attorney. 8.4 Severability. If any term or portion of this Agreement is held to be invalid, illegal, unconstitutional, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 8.5 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. Animal Shelter Support Agreement Page 5 19-65 8.6 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 8.7 Counterparts. This Contract may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Animal Shelter Support Agreement Page 6 19-66 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: B: Y AaTt-n C. Harm City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: Bw Kevin Muldoon Mayor FRIENDS: FRIENDS OF NEWPORT BEACH ANIMAL SHELTER (FONBAS), a California nonprofit corporation Date.- By - Tim Stoaks President Date: By: Jean Watt Secretary [END OF SIGNATURES] Attachments: Exhibit A — City "Sail" Logo Animal Shelter Support Agreement Page 7 19-67 EXHIBIT A CITY "SAIL" LOGO Animal Shelter Support Agreement Page A-1 19-68 riTv OP NEWPORT BEArL, Attachment C Map 19-70 19-71 .. * F C5 �ti�� ry4ry � 01 r, s r c r' * k SDisclaimer: N E W P OR T BEA C H Every reasonable effort has been made to assure the accuracy of the data provided, however, The City of �EvrPp� Newport Beach and its employees and agents o� 0 40 80 disclaim any and all responsibility from or relating to any results obtained in its use. U � NW Feet �gc,Foa�'e- 11 /16/2022 19-72 Attachment D Animal Shelter Facility Plans 19- 72 11 .� N�,`��, rl" , Arc WIN C 19-74 r7 it I- O 11 PRIVACY AREA FLO OR PLAN SCALE: 1 /4" = 51- 411 OPEN RUN WALL LEGEND CONCRETE MASONRY UNIT WALL WOOD STUD / GYP BD PARTITION LEGEND ELECTRICAL PANEL PLAN NORTH 12 4� OI roaoaoaoaoaoaoaoaoaor VAI rMat "A O 4/3 0/2 O 2 DATE: MSD DRAWN BY: MSD CHECKED BY: 04/30/2021 UPDATED: 04/30/2021 PLOTTED: 0 m z��N Q o� J Q W 0 a U am� U oWQ Z�m o o "� LL LLN3 N 0 Q EL W z SHEET NO. A- 1 . 1 OF JOB NO. 2020-02 19-75