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Contracts & Agreements_11-2015
TICOR TITLE COMPANY OF CALIFORNIA 4120 Concours,Suite 400,Ontario,CA 91764 Phone:(909)579-1515 Fax:(909)579-1525 Sellers Closing Statement ESTIMATED-Figures subject to change Escrow No,00306458-005 H05 Close Date,09/3112016 Proration Date: Disbursement Date: Seller(s): City of Redlands,a Municipal Corporation Prop": Vacant Land Redlands Redlands,CA Brief Legal: d TOTAL CONSIDERATION: Total Consideration 770,000.00 ESCROW AND TITLE CHARGES: Escrow Fee to Timor Title Company of Cilffomla 907.50 OVERNIGHT FEES ESTIMATE to Ticor Title Company of Califomia 60.00 RECORDING PEES: County Transfer Tax to Ticor Title Company of California 847.00 ADDITIONAL CHARGES, NATURAL HAZARD DISCLOSURE to Disclosure Source 69,00 Sub Totals 1,883.50 770,000.00 Prdreeds Due Seller 766,1t6.60 Totals 770,000.00 770.000.00 THIS IS AN ESTIMATED STATEMENT ONLY. ACTUAL FIGURES AND CLOSING DATE MAY VARY AT CLOSE OF ESCROW. Printed by Loretta Hovey on 9r22!2016- 1:13:41PM Page I of 2 ---------- TICOiR TITLE COMPANY OF CALIFORNIA 4120 ConcouTs,Suite 400,Ontario,CA 91764 Phone:(9 19)579-1515 Fax-.(909)579-1525 Sellers Closing Statement ESTIMATED-Figures subject to change Escrow No:00306468-005 H05 Close Date:09/3012016 Proration Date: Disbursement Date; Seller(s): city a Municipal Corq�orafl Un By: Paul W.Faster,Mayor Settlement Agent: Ticor Trtk-Company of Callfomia by Loretta Hovey THIS IS AN ESTIMATED STATEMENT ONLY. ACTUAL FIGURES AND CLOSING DATE MAY VARY AT CLOSE OF ESCROW. Printed by Loretta Hovey ori 9122J2016- 11140PM Page 2 of 2 RECORDING REQUESTED BY: First American Title Insurance Company WHEN RECORDED MAIL TO: Timothy L. Randall Songstad Randall Coffee&Humphrey LLP 3200 Park Center Drive, Suite 950 Costa Mesa, California 92626 DOCUMENTARY TRANSFER TAX$ (Space Above For Recorder's Use) Computed on the consideration or value of property conveyed;OR Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax—Firm Name AFN: 0168-121-13 GRANT DEED FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, CITY OF REDLANDS, a municipal corporation (the "Glrantor"), hereby grants to REDLANDS PENNSYLVANIA, LLC, a Delaware limited liability company, the real property in the City of Redlands, County of San Bernardino, State of California, described in ExMbit"A" attached hereto and incorporated herein by this reference. THIS GRANT AND CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO COVENANTS, CONDITIONS,RESTRICTIONS,RESERVATIONS, RIGHTS OF WAY AND EASEMENTS NOW OF RECORD. [signature page follows] MAIL TAX STATEMENTS TO: Matthew A. Jordan Redlands Pennsylvania, LLC 10621 Civic Center Drive Rancho Cucamonga, CA 41730 1 QJ E 'MERE,OI#, the Grantor has executed this grant decd as of 2010. GRANTOR: CITY OF REDLANDS, a rnuniciPal corporation By: m Paid W. Foster, Mayor ATTEST: Sam I.rwi" , city �;lerk 2. A notary public or other officer completing this certificate verified only the identity of the individual who signed the document. to which this certificate is attached, and not the truthfuhress, accuracy, or validity of that document, STATE.OF CALTFO A COUNTY O � ) w On _ 2016, befo me JOtar�yyku�bfic,personally appearedI who proved to me on the anis of s,tisf ctcary eviden to be the pe'rson(s) whose" name(s) are subscribed to the within instrument and ack owledged to e that the the same in Ttheir authorized capacity(ies) and that by t6/yei/their signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. R MICCASLAND Gown,ss,ion #2143166Aotai7yXubli!c Notary Public - California County -` In and For Said County and State �MCom'�'m.Exes Feb 1 ,202p =-Cautornia LAND 2143165 WNritary Cautornie ounty Feb 15�2020 EXHIBIT "ATT LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF REDLANDS, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THE WEST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 24, TOWNSHIP I SOUTH RANGE 3 WEST, SAN BERNARDINO BASELINE AND MERIDIAN, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPT THE NORTH 374.92 FEET OF THE EAST 232.38 FEET AND EXCEPT THE WEST 66 FEET LYING NORTH OF THE SOUTH 66 FEET THEREOF. APN: 0168-121-13 NON-FOIZEIGN AFFtDAVIT STATE OF �477-)) t)ss. COUNTY C The undersigned, as authorized agent, of CITY OF lt1#;I)I.ANDS, a municipal corporation ("Transferor"), after being dilly sworn upon has oath deposes and says that: Section 1445 of the Internal Revenue Code provides that a transferee of a I.J.S. lead property interest must witliliold tax if the transferor is a foreign person. To inform REDLANDS PENN SY1,V AIS IA, LLC, a Delaware limited liability cornpalay ("Transferee"),that withholding of tax is not required. upon the disposition of Transferor's interest in a I.J.S. real property interest,the undersigned hereby certifies the following: 1. Transferor is not,a non-resident alien, foreign corporation, foreign partnership, foreign tn..st, foreign estate, or other foreign person within the meaning of § 1445 and §7701 of the Internal.Revenue Code and the treasury regulations promulgated thereunder, 2. Transferor is not a disregarded entity as defined in Treas. Reg. § 1.1445-2(b)(2)(iii); . Transferor's U,S.taxpayer identification number is: %—., 4. Tiw sfe is b s dress "s: ` IIr roe Transferor understands that this certification may be disclosed to the Internal Revenue Service by Trainsferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of penury Transferor declares that it has examined this certification and to the best of its knowledge and belief this certification is true, correct, and complete. The undersigned agent declares that he has the authority to sign this document on behalf of Transferor. T Sll('. f CITY OF REDLANDS, a municipal corporation au:11 . Foster, Mayor SaurriIrwinIrwin, City Clerk 1. A notary public or other officer completing this certificate verified only the identity of the individual who signed the docurxrent to which this certificate is attached, and not the truthfulness, accuracy, or validity of that. document.. STATE OF CALIFORNIA } � ss. COUNTY Ok w On 2.t116,befo m _....� _.. j Diary Public,personally appeared who proved to rue on the basis of satisfy tory evidence to e the pe son(s) whose names)j re subscribed to the within instrument and acknowFledged to me That l s�/they/execu.ted the same in '"s/h ltheir authorized capacity(ies) and that by)als/h heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acts , executed the instrument. I certify tinder PFNALTY OF PERJURY under the lawns of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. =Public- LA [t 2143166 Notary Nb Notary Caiit0rnis In and For Said County and State ounty Fab 19,2620 GENERAL ASSIGNMENT 4tebeneflt T' fS GENERAL ASSIGNMENT(this ".Assignment") is executed as of the da of2816,by CITY OF REDLANDS,a municipal corporation(""Assignor"), to and fof REDLA.NDS PENNSYLVANIA, LLC, a Delaware limited liability company ("Assignee"). HERE-AS, contemporaneously herewith,Assignee is acquiring from Assignor certain real property described in. Exhibit "A" attached hereto (the "Land"), together with all of Assignor's right,title, and interest in and to: (a) all improvements thereon (the "Improvements"); and(e)all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection with the Land and/or any of the Improvements, including, without limitation, all (i) development rights and credits, air rights, water, grater rights, and water stoop relating to the Land, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected to the Land, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from the Land. (collectively, the "Real Property"); WHEREAS, in connection with the foregoing acquisition,Assignor desires to transfer and assign to Assignee all of Assignor's right,title,and interest in and to certain items and rights applicable or relating thereto,all as hereinafter provided. NOW T11EREFORE, for good and valuable consideration., the receipt and sufficiency of which is hereby acknowledged, Assignor hereby grants, sells, transfens, and assigns unto Assignee all of Assignor's right, title, and interest in and to that certahi intangible property owned by Assignor or used by Assignor in connection with all on: any portion of the Real Property, including, without limitation, all of Assignor's right,, title, and interest, if any, in and to: (a) all plats, improvement plans, drawings and specifications (including,without limitation, CAIS files), and development rights and credits relating to the Real Property, (b) all books, records, reports, test results, environmental assessments, if my, as-built plans, specifications, and other similar documents and materials relating to the use, operation, maintenance, repair, construction, or fabrication of all or any portion of the Real Property, excluding therefrom any books, records, documents and other instruments relating solely to the ordinary course of the agricultural and family use of the Real Property (c) all transferable architectural, site, landscaping or other permits, applications, approvals, authorizations, and other entitlements affecting any portion of the Real Property; (d) all credits (including, without limitation, water meter fee credits), reimbursements and refands of any fees and/or: deposits paid, in connection with the Real Property; and (e) all transferable guarantees, warranties, claims and causes of action relating to all or any portion of the Real Property, and Assignor agrees not to release, waive, or alter the liability of any persons providing such guarantees, warranties, claims or causes of action from and after the date of this Assignment, This Assignment is binding upon the successors and assigns of Assignor and will intoe to the benefit of the successors and assigns of Assignee. Assignor hereby covenants that it will, at any time and from time to time upon written request therefor, execute and deliver to Assignee, and its successors and assigns, any new or 1. confirmatory instruments and take such further acts as Assignee may reasonably request to evidence the assignment contained herein. 'chis Assignment shall be governed by and interpreted under the lavers of the Mate of California, without regards to its principles of conflict of laws. _ CITY OF REDLA1`D , a municipal corporation �y &&AAD �....9 " Paul W. Foster, Mayor ATTEST. aln lrwin-City'Clerk EXHIBIT "A" TO GENERAL ASSIGNNIENT LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF REDLANDS, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS; THE WEST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 24, TOWNSHIP 1 SOUTH RANGE 3 WEST, SAN BERNARDINO BASELINE AND MERIDIAN,IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPT THE NORTH 374.92 FEET OF THE EAST 232.38 FEET AND EXCEPT THE WEST 66 FEET LYING NORTH OF THE SOUTH 66 FEET THEREOF. APN: 0168-121-13 4120 Concours,Suite 400 Ontario, CA 91764 TICOR TITLE- Escrow Brandi Eho= (909)579-1515 Escrow Officer's Direct Line; (909)579-1515 Fax: (909)579-1525 WIRE TIER INSTRUCTIONS Date: September 20,2016 Escrow No. 00306458'-005-HO5 Escrow Officer:Loretta Hovey The undersigned hereby authorizes and directs Ticor Title..Compa of California to wire transfer funds, as indicated below, to,the Receiving Bank and Account identified below. The undersigned warrants that the information provided in this Authorization is complete and accurate. NET PROCEEDS DUE THE UNDERSIGNED OTHER: Receiving Bank: City/State: 4 ABA Number: Account Narne: Z �'�' Account Number: 7 Notify: Phone° Memo: 121 1 - Ek Provided that the funds are wire transferred in accordance with these instructions,Ticor Title Coinpau of California shall not be liable for any act or omission of any financial institutionor any other person, nor shall Ticor Title Com)anv of California have any liability for loss of funds or interest thereon. In no event will damages exceed interest at a rate equal to Federal Funds rate, adjusted daily,for the number of days that such funds are unavailable. The undersigned shall indemnify and hold harmless Ticor,ritie Cogen an of California its successors or assigns, from any loss,liability and cost incurred as a result of any incorrect inforination supplied, In no eve-tit shall 'icor Title ConipLmy of California be liable for any special, consequential, indirect or incidental damages, regardless of whether any claim is based on contract or tort whether the likelihood of such damage was,known to Ticor Title Conipjany of C41ifornia, SELLER: City of Redlands,a Murndpalf oiY oration By: Paul W.Foster,Mayor WIRE0008(Rev.09/01/15) Certificationof Non-Foreign Status Certification of Ikon-Foreign Status by Entity 'The undersigned hereby certifies th Moil III � f P is not a fare corpition, foreign partnership, :foreign trust, or foreign estate (as defined in the ;internal Revenue Code and Income Tax. Regulations) or a disregarded entity as defined In §1.1445-2(b)(2)(iii).. 'I'he U.S.Employer Identification Number for this entity is The,office address -4Y The transferor/seller understands that this certification may be disclosed to the Tnternal Revenue Service by tralisferee and that any false statement contained herein could be punished by fine, imprisonment, or botb. Under penalties of perjury I declare I have completed this certification and to the best of my knowledge and belief it is true,correct,and complete, and I further declare that I have authority to sign this document on behalf of seller. Title: Ir Date: C J;UCITA.-1007-A Page 14 of 0 rev. 1/28/2010 (fiirptacert2)(01-10) Selier,Buyer and Escrow Agent to maintain a copy for five(5)years. MISCO169(D91 Rev. 12/10/15) Tic' oor"title Company of California Proceeds from Real Estate Transactions as required lay the Internal revenue Service You are required by law to provide Poor Title Company a{California with your correct taxpayer identificatinn number. If you do net provide your correct taxpayer identification number,you may be subject to civil or crim4nal penalties imposed by laser. Ticor Title Company of California Substitute Form 1099-S 4120 Concours, Suite 400 Ontario,CA 91764 This is important tax information and is being furnished to the Internal Revenue Service, as rewired by section 1.52.1 of the Cost Center : Tax Reform.Act of 1986. 1f you are rewired to file a return, a negligence penalty or other sanction will be imposed if this income is taxable and the IRS determines that it has not been reported. Escrow No.: 00306458-005-1-105 Date of closing: terralaer 3C1,�©id PROFERTYADDRESS OR LEGAL DESCRIPTION Vacant Land Redlands,Redlands,CA. Assessors parcel Number(APN)-0168-121.-13 PROCEE,D:S FOR THIS SALE WENT TO; (MULTIPLE SELLERS - Use one form for each seller. Treat husband and wife as one seller(filing,joint tax returns)unless requested otherwise,then separate forms must be used.) a i e_ 1. Sellers Ttua�rne ir�st, � •� b'ederaxl 'ax I17# or this seller M1,Last car ntity tla e) (.List only flee Tax i1 #t for flee seller listed on Line 1, spouse Tax 1L# not required. Executor/Trustee should not list their name as the seller unless they are 2° going to report the proceeds on their personal.income Spouse or Personal Representative tags, return. Disregarded entities should provide the name and Tax 1L#of the responsible person/entity.) TOTAL CONSMERATION S Total Consideration ® Exchange(1f checked) %percentage of ownership for this seller S 6 ` GROSS Allocated Proceeds Tax Credit to Seller(Real property tax (T tel const enation multiplied by percentage of ownership) to seller contained in the 400 series of the 1-1UD-1 or comparable closing statement form.) MAILING ADDRESS: Cl Check here if the address is outside of the U.S.A. o Under penalties of perjury, I certify that I am a U.S. person or U.S. resident alien and the numbershown on this statement is my correct taxfryreientification number Transferor"s Signature Late Spouse Late Retain for 4"Years 11tS00007(DSI Rev. 1.1 16115) TAXABLE k`rAR CALIFORnig,FORM Certificate,2016 Real Estate Withholding m Part I—Seller/Transferor Return this form to your escrow company. io ClSSNcrrlriN afRedlands,a�tunici a1 Camration _.._ ....-__—p„seesr�P°sss¢varaarwprtcirrtyr�anea1 Spouse`s1RDP's twamo lif jointly owned] Addiem(apt./ste.,roarer,PO Box,or Pr B fro.) 0 FEIN ®,CA Corp,no 0 CA SOS file no� P..O-Brix 3095 City(ifYou have a foreign address,gee instructions.) State ZIP Code Ownership Perceragge Redlands,CA 92373 % Properly address(if no street address,provide parcel number and monty) Vacant.Land Redlands Redlands,CA 016&121-13 County To determine whether you quality for a full or partial wilthholdling exemption,check all Foxes that apply to the property being sold or transferred.(Sege instructions) Part 11—Certification which fully exempt the,sale from withholding: t, ® The property qualifies as the sellers/transferor's(or decedent's,if sold by the decedent's estate or trust)principal residence within the meaning of Internal Revenue Code (IRC)section 121. 2. The seller/transferor(or decedent,if sold by the deoedents estate or trust)last used the property as the sel r'sltransforors(de rat"s)principal residence waithin the f meaning of IRC section 121 without regard to the taro-year time period. 3. ® The sellernransferor has a loss or zero gain for California Income tax purposes on this sale.To check this box you must complete Form 593-E,Real Estate Withinolding-Computation of Estimated Gain or Loss,and have a less or zero gain on line 15. 4. 0 The property is being compulsorily or involuntarily converted and the sellerdtransferor intends to acquire property that Is simiiar or related In service or use to quality,for nonrecognition ofgain for California income tax purposes under IRC Section 1033. 5. 0 The transfer qualifies for nonrecognition treatment under IRC Section 351(transfer to a corporation controlled by the Iransferor)or IRC section 721(contribution to a partnership in exchange for a partnership Interest). 6, The seller/transferor is a corporation(or a limited Ilatfllty company(LLC)classified as a arrporafion for federal and California income tax purposes)that Is either qualified through the California Secretary of State(908)or has a permanent place of business in California 7. C3 The selleritransferor Is a California partnership or a partnership qualified to do business in California(or aro LLC that is classified as a partnership for federal and California income tax purposes and is not a single member LLC that is disregarded for federal and California income tax purposes). 8. The seiierltransforor Is a tic-exempt entity under California or federal law, 9. 0 The seller/transferor is an insurance company,individual retirement account,quarfie f pensioNprofit sharing pian,or charitable remainder trust. Park Ill—Certlifications that may partially or fully exempt the sale from withholding: Real Estate Escrow Person(RESP): see instructions for amounts to w1hhold, 10, 0 The transfer qualifies as a simultaneous like-kind exchange vrithin the meaning of IRC Section 1031. t 11. D The transfer qualifies as a deferrers Ilke-kind exchange within the meaning of RC Section 1031. 12 0 The transfer of this property is an installment sale where the buyerttransferee,is required to withhold an the principal portion of each installment payment.Copies of Foran' 593-1,Real Estate,Withholding installment Sale Acknowledgement,and the promissory note are attached. eller/Transferor Signature To leant about your privacy rights,how we may use your Inforrnahm and the consequences for not providing the requested information,go to fth.ca.gov and search for privacy notice,To request th is notice by mall,call 500.552.5711. Under penalties of per)u'ry,I hereby certify that the Information provided above is,to the best of my knowledge,true and correct.If conditions change,I will promptly inform the withholding agent.I understand that I must retain this form in my records for 5 years and that the Franchise Tax Board may review relevant escrow documents to ensure withholding compliance. Completing this fora does not exempt from filing a Calsfo is in x7ma or franctuise tax return to report this sake. Seller'slTransferot's name and Ti r sffransferor s Signature .._.. Date: Sp ouseWRDPs'name Spouse'sMP's Signature Seller. If you checked any box in Part Il,you are exempt from real estate withholding. or If you checked any box in Part III,you may qualify for a partial or complete withholding exemption. Transferor Except as to an Installment sale,If the seller/transferor did not check any box in Part II or Part Ill of Form 593-0,the withholding will be 3113%(.0333)of tlx:total sales price or the optional gain on sal withholding amount from line 5 of Form 593,Real Estate Withhold Ing Tax Statement if the sellerfiransferor does not return the completed Form 593 and Form 593-C by the close of escrow,the withholding will be 3113%(.0333)of the total sales price,unless the type of transaction is an installment sale,if the transaction is an Installment sake,the withhold irrg will be 3193%(.0333)of the first installment payment, If you are withheld upon,the withholding agent should give you one copy of Farm 593. Attach a copy to the lower front of your CaVomia income tax return and make a copy for your records. 7131153 norm 593-C c2 2015 2016 instructions for Form 593-C Real Estate Withholding Certificate References in these Instructions are to the Internal Revenue Cade(IRC)as of January 1,2015,and to the California Revenue and Taxation Code(R&TC). General Information if you do not have an SSN because you are a nonresident ora resident alien for federal tax purpom,and the Internal Revenue Servide(IRS)issued you an ITIN,enterthe TIN In general,for taxable years beginning on or afterJonvery 1,2015,Cafrfomta law in the space provided for the SSN. conforms to the Internal Revenue Code(IRC)as of January 1,2015.However,there are An ITIN is a tax processing number issued by the IRS to individuals who have a federal continuing differences between California and federal law.When Califamla conform to lax Tiling requirement and do not qualify for an SSN.It is a nine-digit number that always federal tax law changes,we do not always adopt all of the changes made at the federal starts with the number 9. level.For more information,go to ftb.ca.gov and search for conformity,Additional If the sellerftransferor Is a�usiness,enterthe business name In the business name field information can be found In FTS Pub.1001,Supplemental Guidelines to California Adjustments,the instructions for California Schedule CA(540 or540NR),and the along with the federal employer Identification number(FEIN),CA Corporation number(CA Business Entity tax booklets. Corp no.),or CA Secretary of State(CA SOS)file number. Like-Kind Exchanges—For taxable years beginning on or after January 1,2014, Ifthe sellerhmnsferoris a grantor trust,enter the granlors individual name and SSN.For Cai€tomta requires taxpayers who exchange property located In California for like-bind tax purges,the grantor trust is disregarded for tax purposes and the individual property located outside of California,and meet all of the requirements of the IRC Section sellerhmnsfaror must report the sale and claim the wlthholdlrg on their individual tax 1031,to file an annual Information return with the franchise Tax Board(FTB).For more return.If the trust was a grantor trust that became Irrevocable upon the grantor's death, information,get form FTB 3840,California Lik"ind Exchanges,orgo to ftb.ca.gov and enter the name of the trust and the trust's FEIN.Do not enterthe decedent's or search for like kind. trustee's name or SSN. Purpose If the selledtransferorisanon-grantor trust,enter the name ofthe trust and the trust's FEIN.Do not enter trustee information. Use Form 593-C,Real Estate Withholding Certificate,to determine vAether you qualify for If the selledtransferor is a single member limited liability company(SMLLC),enterthe a full or partial withholding exemption. name and tax identification number of the single member. Qua#ifying for an exemption from withholding or being withheld upon does not relieve you For all other non-individual sellersltraansferors,enter the FEIN,CA Corp no.,or CA 805 of your obligation to file a California income tax return and pay any tax due on the sale of file number. California real estate. Ownership Percentage You may be assessed penalties if: Enter your ownership percentage rounded to two decimal places(e.g.66.67%).If you are . You do not file a tax return. on the title far incidental purposes and you have no financial ownership,enter 0,00 and • You file your tax return late. skip to SelerlTransferor Sig nature.You will riot be withheld upon. • The amount of withholding does not satisfy yourtax liability. Examples of sellem ftransfemrs who are on title for incidental purposes are: The sellerltransferor must submit this form before the close of escrow to prevent Ca-signors on tithe(e.g,,parents co-signed to help their child qualify forlhe loan). withholding on the transaction.After escrow has closed,amounts withhold may be Family members an tida to receive property upon the owner's death, recovered only by claiming the withholding as a credit on the appropriate years tax return, property Address How to Claim the Withholding Enter the address(or parcel number and county)of the CA real property transferred. Tochaimthe withholding credit,report the sale orkansfer as required and enter the Part Il—Certifications That Pully Exempt Withholding amount from line 5 of Form 593,Real Estate Withholding Tax Statement,an your Lfne 1—Principal Residence California tax returns as withholding from Form(s)592-B or 593.If your marital or filing To qualify as your principal residence under IRC Sedan 121,you(or the decedent) status has changed after escrow dosed and before filing your California tax return,contact generally must have owned and lived in the property as your main home for at feast two us at 888.792.4900 prior to filing yaurtax return for instructions on how to claim your years during the five-year period ending on the date of sale.Military and Foreign Service, Withholding credit Claim your withholding credit on one of the following: get FTS Pub.1032,Tax Information for Military Personnel. Form 540,Cafifornia Resident Income Tax Return You can have only one main home ata time.If you have two homes and live in both of • Form 54ONR Long,Q-0amia Nonresident or Part�Year Resident Income Tax Return them,the main home is the one you lived in most of the time. . Form 541,California Fiduciary Inoome Taos Return There are exceptions to the Guo-year rule if the primary mason you are selling the tome is • Form 100,California Corporation Franchise or Income Tax Return for a change in the place of employment,health,or unforeseen circumstances such as • Form 1005,California S Corporation Franchise or Income Tax Return death,divorce or termination of registered domestic partnership,or mss of job,etc.For more information about what qualifies as your prindlial residence or exceptions to the two- Form 100W,California Corporation Franchise or Income Tax Return—Waters-Edge year rule,get federal Publication 523,Selling Your Home.To get federal publications,go Filen to frs.gov,or call 900,829.3676. . Form 109,California Exempt Organization Business Income Tax Return If only a portion of the property qualifies as your principal residence,a second Form 593-C * Form 565,Partnership Return of Income will need to be completed to cerfily an exemptlon on the portion riot used as a principal • Form 568,Limited Liability Company Return of Income residence. The allocation method should be the same as the sellerltransferar wed to determine Specific Instructions depreciation. Private Mail Box(PMB)—Include the PMB In the address field.Write'PMB'Trrsl,then Line 2—ftperty fast used as your principal residence the box number.Example:111 Math Street PMB 123. If the property was last used as the sellersitransferces,or decedent's principal residence within the meaning of IRC Section 121 without regard to the two-yeartme period,no Foreign Address—Follow the country's practice for entering the cite,county,province, withholding Is required.if the last use of the property was as a vacation home,second state,country,and postal code,as applicable,in the appropriate boxes.Do not abbreviate home or rental,you do not quality for the exemption.You must have fired in the property the country name. as your nen tome. Part I—Seller/Transferor If you have two homes and live in both of them,the main home is the one you lived in Enterthe name,tax Identification number,and address of the selleduansferor.If the most of the time, sellerltransferor does not provide a tax Identification number,then Form 593.0 is void,and Line 3—Loss or Zero Gain withholding is required. You have a foss or zero gain for California Income tax purposes when the amount realized N ote:If you choose to provide a copy of Form 593-C to the buyeritransfeme,delete the is I=than or equal to your addusted basis.You must complete Form 593-E,Real Estate seliersAtransferots tax identification number on the buyersltransferee's copy, Withholding—Computation of Estimated Gain or Loss,and have a loss or zero gain on If the sellerAransferor is an Individual,enterthe social security number(SSN)or individual line 16 to certify that the transaction is holly exempt from withholding, taxpayer identification number(ITIN).If the sellers/transferors are spouses/registered You may not certity that you have a net foss or zero gain just because you do not receive domestic partners(RDPs)and plan to file a)Dint return,enter the nam and SSN or 1T1N any proceeds from the sale or because you feel you are selling the property for less than for each spouselRDP.Otherwise,do not enter information for more than one what It is worth seilediransferor.Instead,complete a separate Form 593.0 for each selledfransferor. Form 593-C/Form 593-E Booklet 2015 Rage 22 Line 4-Involuntary Conversion Line 8-Tax-Exempt Entity The property N being involuntarily or compulsorily converted when both of the following Withholding is not required d the se€lerltransferor is tax-exempt under either Cadifomia or apply, federal law(e.g.,religious,charitabIe,educational,not for profit organizations,etc.). • The California real property is transferred because it was(or threatened lobe)seized, Line 9-Insurance Company,individual Retirement Account,Qualified Pension or destroyed,or condemned within the meaning of IRC Section 1033. Profit-Sharing Plan,or Charitable Remainder Trust. • The selieritransferor intends to acquire property that is similar or related in service or withholding is not required when the selieritransferor is an insurance company,individual use in order to be eligible for nonrecognition of gar forCaltfom4a income tax purposes. retirement account,qualified pension or profit-sharing plan,or a charitable remainder trust. Get federal Publication 544,Sales and Other Dispositions of Assets,for more information Part III—Certifications That May Partially or Fully about involuntary conversions. Exempt the Sale From Withholding Line 5-Non•recognitlon tinder IRC Sections 351 or 721 The transfer must qualify for nonrecognition treatment under IRC Section 351(transfer9ng Complete Part III only If you did not meetany of the exemptions in Part 11. to a corporation controlled by transferor)or IRC Section 721(contrbuting to a partnership Line 10-Simultaneous Exchange In exchange for a partnership interest). if the California real property Is pari of a simultaneous like-kind exchange within the Line 6-Corporation meaning of IRC Section 1031,the transfer is exempt from withholding.However,if the A corporation has a permanent place of business in this state when it is organized and solder/transferor receives money or other property fin addition to property that is a part of existing under the laws of this state or it has qualified through the CA SOS to transact the like-kind exchange)exceeding$1,500 from the sale,the withholding agent must Intrastate business.A corporation not qualified to transact intrastate business(such as a withhold. corporation engaged exclusively in Interstate commerce)will be considered as having a Line 11-Deferred Exchange permanent place of business in this state only if it maintains an office in this state that is If the California real property is part of a deferred like-kind exchange within the meaning of pommently staffed by its employees after the sale. IRC Section 1031,the sale is exempt from withholding atihe time of the initial transfer. S corporations must withhold on nonresident S corporation shareholders.Get FTB Pub. However,f the sellethransferor receives money or other property(in addition to property 1017,Resident and Nonresident Withholding Guidelines,for more inrormation. that is a part of the like4dnd exchange)exceeding$1,500 from the sale,the withholding Line 7-Partnership or Limited Liability Company(LLC) agent must withhold. Partnerships and LLCs are required to withhold on nonresident partners and members. The intermediary or aocommodator must withhold on all cash or cash equivalent(boot)it For more information,get FTB Pub,1017. distributes to the seilerltransferor if the amount exceeds$1,500. Withholding is not required if the title to the property transferred is recorded in the name of If the exchange does not take place or if the exchange does not qualify for nonrecognition a California partnership or it is qualified to do business in California. treatment,the intem-ediary or accommodalor must withhold 3113%(.0333)of the total Withholding Is not required 9the title to the property transferred is in the name of an LLC, sales price• and the LLC meets both of the following: Line 12-Installment Sale • It is classifed as a partnership for federal and California Income tax purposes. The withholding agent Is required to report as an Installment sale if the transaction is . It is not a SMLLC that Is disregarded for federal and California income tax purposes. structured as an installment sale as evidenced by a promissory note.The withholding If the LLG meets these conditions,the LLC must still withhold on nonresident members. agent is required to withhold 3 113%(.0333)of the first installment payment. Get FTB Pub.1017 for more information. The buyerltransferee is required to withhold on the principal portion of each subsequent installment payment if the sate is structured as an Installment sale. If the SMLLC classified as a corporation for federal and California purpose tax purposes, When the withholding amount on the first installment principal payment is sent to the FIB, then the selledtransferor is considered a corporation for withholding purposes,Refer Ea Line 6. the MB must also receive a completed Form 593-1,Real Estate Withholding Instalment If the LLC ds an SMLLC that is disregarded for federal and California income tax purposes, Sale Acknowledgement,a completed Form 593,and a copy of the promissory note. then that single member is considered the sdlerltransferor and title to the properly is Seller/Transferor Signature considered to be in the name of the single mamherforwlfhholding purposes. When completing d=orm 593-C as the single memberofa disregarded LLC,write on the 0u must sign this form and return ft to your RESP by the dose of escrow for itto be valid. bottom of the form that the information on the form is for the single member of the LLC,so Otherwise,the withholding agent must withhold the full 3113%(.0333)of the total sales the Real Estate Escrow Person(RESP)will understand why it is different from the price or the optional gain on sale withholding amount from line 5 of Form 593 that is recorded title holder. certified by the sellerAansferoronly for the optional gain on safe election. If the single member is: Complete Form 593-C using., Penaity-•Any selferltransferorwho,for the purpose of avoiding the withholding requirements,knowingly executes a false certificate is liable for a penalty of$1,000 or An Individual The individual s Information 20%of the required withholding amount,whichever is greater A co ration The oo ration's information A partnership The adnershl 's information An LLC The single memd*?s information Form 593-C/Form 593-E Booklet 2015 Page 23 DISCLOSURE URGE California Residential Disclosure Report PREMIE1 Et NHD PROVIDER, Property Address: VACANT LAND pate:, 30'0/2015 RE.t?LANDS,CA 92374 Order Number: 150306-00388 Parcel Number: 0168-121-13 NATURAL.HAZARD DISCLOSURE STATEMENT This statement applies to the following property: VACANT LAND,REDLANDS,CA„92374 APW 0169-121.13 I"he transforor and his or her agent(s) or a third-party consultant disclose the following information with the knowledge that even though this is not a warranty, prospective transferees may rely on this information in deciding wrhother and on what terms to purchase the subject property. Transferor hereby authorizes any agent(s) representing any principals) in this action to provide a cony of this statement to any person of entity to connection with any actual or anticipated sale of the property. The following are representations made by the transferor and his or her agent(s) based on their knowledge and chaps drawn by the state and federal governments.This information is a diads sure and is not intended to be part of any contract between the transferee and transferor. THIS REAL PROPERTY LIES'WITHIN THE FOLLOWING HAZARDOUS AREA(S): A SPECIAL FLOOD HAZARD AREA(Any type Gone"A"or'V')designated by the Federal Emergency Management Agency. Yes No X Do:mot know and information not available from Iocai jurisd'ictlon_ AN AREA OF POTENTAL FLOODING shown on a dam faikrre inundation map pursuant to Section 5585.5 of the Government Code, Yes No X Do not know and information not available from local jurisdiction_ A VERY HIGH FIRE HAZARD SEVERITY ZONE pursuant to Section 511793 ©r 51175 of the Government Code. The owner of this property is subject to tho maintenance requirements of Section 51182 of the Government Cade, Yes No X A. WILDLAND APLA,. THAT MAY CONTAIN SUBSTANTIAL, FOREST CPRE RISK'S AND HAZARDS pursuant to Section 4125 of the Public Resources Gude, The owner of this property is subject to the maintenance requirements, of Section 4291 of the Public Resources. Code. Additionally, it Is not the state's responsibility to provide fire protection services to any building or structure located wwithfn the uwildiands unless the Department of Forestry and Fire Protection has entered into o cooperative agreement with a local agency for those purposes pursuant to Section 4142 of the Public Resaurcos Code. Yes No X AN EARTFIQUA'KF FAULT ZONE=pursuant to Section 2022 of the Public Resources Code. Yes No X A SEISMIC'HAZARD ZONE pursuant to Section 2696 of the Pwbllc Resources Cade. Yes(Landslide Zone)_ Yes(Liquefaction Zone)_ No Map not yet released by state X THESE HAZARDS MAY LIMIT YOUR ABILITY 70 DEVELOP TtiL REAL. PROPERTY, TO OBTAIN INSURANCE, OR TO RECEIVE ASSISTANCE AFTER A DISASTER THE MAPS ON WHICH THESE DISCLOSURES ARE BASED ESTIMATE WHERE NATURAL, HAZARDS EXIST. THEY ARE NOT DEFINITIVE 1NDIGATORS OF WHETHER OR NOT A PROPERTY WILL BE AFFECTED BY A NATURAL DISASTER. TRANSFEREE(S) AND TRANSFEROR(S) MAY `AASH TO OBTAIN qSE HAZrwRDS ND �HA.� THAT MAY AFFECT 1 HE PROPERTY. Signature otf Trysferrorl(S lle f Date Big nature of Transferor(Seller) Date Agent(s) Da$e Agent(s) Date Check only one of the follovwing Transferor(s) and their agents) represent that the information herein is true and correct to the best of their knowledge as of the date signed by the transferor(s)and agent(s). Transferor(s) and their agern(s) acknowledge that they have exercised good faith in the, selection of a third-party reprrrt, provider as required in Civil Code Section 1403.7, and that the representations made in this Natural Hazard Disclosure Statement are based upon information provided by the independent tKrd-party disclosure provider as a substituted disclosure pursuant to Civil Code Section 1103.4. Neither transfarar(5) nor their agent(s) (1) has independently verified the information contained in this statement and report or (2) is personally aware of any errors or inaccuracies in the information contained can the statement.This statement was prepared by the provider below: Third-Party Disclosure Provider(s) DISCLOSURE Date 31912015 Transferee represents that he or she has read and understands this document, Pursuant to Civil Carder. Section 1103.0, the representations made in this Natural Hazzard Disclosure Statement do not constitute all of the transferor's or agent's disclosure odligatlons in this transaction. By signing, below, the transferee(s), also acknowledge they have read and understand the addrticnal dlsciosures, notices, advisories, and dvsclairaters provided in this report Including, but not limited to, supplemental natural hazards, toxic mold, rriathamphotamine cpntarninated property, Megan's lawn, flood insurance, energy efficiency standards, commerciallindustrlai zon€ng, airport influence area and airport proximity, WViniamson Act, right to farm, mining operations, gas and hazardous liquid transmission pipelines, mdkRary ordnance location, habitat sensitivity area/endangered species, cit and gas wells, naturally occurring asbestos, radon, additional local disclosures, notice of your supplemental propent tax bill, transfer fee, and links to download Governmental Guides referred to in the Report(additional signatures may be required'): 1."Residential Environments!Hazards A Cau'sde for Ha rico wners k Iontetauvers t�atntllards and Tan rnYs 2." roteck Youm Fawmily From Lead In Your Horns", 3."Figrr De",.Quid to Earthuuaite Safg#y and"Reside iia Fart oak hdazards Reraoh`form; 4•°'VVOhat is your Homey Eatmi°oy Rating2„ SignatUre of Transferee(Buyer) Date Signature of Transferee(Buyer) _ ._m. ..._..._.__.,. ..._,. Date Oisalosure Source&Copyright 2015 www.Disclo,uresource,com Phone:800-880-0123 14HDS 820 N.Mountazn Ave... Suit, Wo Upland.CA 91786 Escrwy Branch Phone. (909)579-1515 Escroia Officer's Direct Line (909)579-1515 Fax: (909)579-1525 ADDITION AND/OR AMENDMENT TO ESCROW INSTRUCTIONS TO. Ticor Title Company of California Date: April 30,2015 Escrow No.: 00306458- 005 -H05 Property: Vacant Lard Redlands Escrow Officer: Loretta Hovey Redlands,C Instructions dated January 20,2015 is hereby modified to extend the date to Eme 9,2015. All other terms and conditions remain the same. END OFINSTRUCTIONS IN WITNESS WHEREOF,the undersigned have executed this document on the dates)set forth below, BUYER: ELLER: Redlands Pennsylvania, LLC City°of Redlands,a Municipal Corporation a Delaware limited lability compa2ny, Bv: Diversified .Pacific Development Group, LLC, a California !united liability company, Its: 1'imager l33. .Matthew A. dor lau Date By: Pan]W. Faster, Mayor Date Managing Member SCr1(OOI&16 820 N, Mountain Ave.,Suite 100 Upland,CA 91786 TICOR TITLE'- Escrow Branch Phoim (909)579-1515 Escrow Officer's Direct Line: (909)579-1515 Fax! (909)579-1525 ADDITION ANDIOR AME NDMENT TO ESCROW INSTRUCTIONS TO: Ticor Title Company of California Date: April 2,2015 Escrow No.: 00306458-005-1-105 Property: Vacant Land Redlands Escrow Officer-, Loretta Hovey Redlands, CA The instructions in this escrow are hereby modified, amended and/or supplemented in the following particulars only: Owners Affidavit mentioned in Closing Section 7.2.5 of Original Purchase and Sale Agreement and Joint Escrow Instructions dated January 20,2,015 is hereby waived. All other terms and conditions remain the same. END OF INSTRUCTIONS IN WITNESS WHEREOF,the undersigned have executed this document on the,date(s)set forth below, BUYER: SELLER: Redlands Pennsylvania,LLC City of Redlands,a Municipal Corporation a Delaware limited lability company, By- Diversified Pacific Development Group, LLC, a California limited liability company, Its: Manager 'Pe By: Matthew A.Jordan Date Y."Paul W. Foster,May.or late ManagingMember SCAM01916 820 N.Mountain Ave.,Suite 1()0 T1 TITLE Upland. A 91 );straw Branch thane: (909)579-1515(909)579-155]15� Escrow Officer's Direct Line: (909)579-1515 Fax: (909)579-1525 ASSIGNEE INSTRUC'T'IONS (ADDITION AND/OR AMENDMENT TO ESCROW INSTRUCTIONS) Loretta Hovey Date: March 9,2015 Ticor Title Company of California Escrow No.: 00306458 -005-H05 820 N,Mountain Ave.,Suite 100 Property: Vacant Land Redlands Upland,CA 91786 Redlands,CA The instructions in this escrow are hereby modified,amended and/or supplemented in the following particulars only: New Buyer's name and vesting to read: Redlands Pennsylvania, LLC,a Delaware Limited Liability Company Escrow Officer is hereby instructed and directed that the Assignee(s) in the above numbered transaction is/are to be Redlands Pennsylvania,LLC,a Delaware Limited Liability Company and you are hereby instructed to treat said assignee(s)in all respects as though they were the original purchaser(s)to said transaction. The undersigned Assignor(s)by signature(s)below,does hereby relinquish all of their right,title and interest in and to the subject transaction and the property to which it pertains,and assign all such rights to the herein named Assignees.Further,all funds heretofore deposited by Assignor(s)are hereby unconditionaEy transferred to the account of said Assignees without reimbursement to or collection for the account of the Assignor(s). The undersigned Assignees,jointly and severally,hereby accept the appointment as Assignee hereunder,and indicates that he has received,read and approved all instructions controlling this transaction and any other related documents thereto,and accepts the obligations and rights imposed and granted thereunder. IN WffNESS WHEREOF,the undersigned have executed this document on the date(s)set forth below. ASSIGNOR: Diversified Pacific Opportunity Fund I, a Delaware Limited Liability company By: Diversified Pacific Development Group,LLC,a California Limited Date Liability Company Its: Manager By: Matthew A.Jordan,Managing Member i t i SCAASNMTBYR ASSIGNEE: Redlands Pennsylvania, LLC as (:Dehaware limited lability company, By: Dkrersified Pacific Development Group,LLC, a California limited liability company, 14,,s: Manager By: Matthew A—fordan Date Managing Member ACCEPTANCE BY SELLER Undersigned Seller hereby accepts Buyer/Assignee in place of Assignor as the substituted party to said transaction,and agrees with Assignee to be bound by the terms of all instructions in all respects,as if Assignee was originally named therein as a party in place of Buyer/Assignor. IN WITNESS WHEREOF,the undersigned have executed this document on the date(s)set forth below, SELLER: City of Redlands,a Municipal By: PaLd ". Foster, Mayor Date All other terms and conditions to remain the same. END OF INSTRUCTIONS 820 N.Mountain Ave.,Suite 100 TICOR TITLE- Upland,CA 91786 Escrow Branch Phone: (909)579-1515 Escrow Officer's Direct Line: (909)579-1515 Fax: (909)579-1525 ACCEPTANCE INSTRUCTIONS Loretta Hovey Date: March 5,2015 Ticor Title Company of California Escrow No.: 00306458-005 -H05 820 N.Mountain Ave.;Suite 100 Property: Vacant Land Redlands Upland,CA 91786 Redlands,CA Phone: (909)579-1515 Fax: (909)579-1525 The instructions in this escrow are hereby modified,amended and/or supplemented in the following particulars only: ACKNOWLEDGEMENT: All parties (Sellers and Buyers) have acknowledged receipt of Escrow Holder's executed Acceptance and that all agreements, counter offers and any addendums have been deposited with Escrow Holder and that there are no other outstanding agreements, counter offers and/or addendums which effect the closing of this transaction. Ticor Title Company of California is relieved of any and all responsibility/liability and will be held harmless as it relates to said documents not deposited to escrow. APPROVAL OF LEGAL DESCRIPTION OF SUBJECT PROPERTY: Seller(s) signature(s) on the conveying Grant Deed, and Buyer(s) approval of the Preliminary Report, shall be deemed as each party's approval of the legal description contained therein as the exact description for the subject property of this escrow and Escrow Holder may rely upon such approval in processing this transaction. SEE EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF SELLER/TRANSFEROR STATES THAT PROPERTY ADDRESS(ES)IS/ARE: Vacant Land Redlands,Redlands, CA POLICY OF TITLE INSURANCE: Policy(ies) of Title Insurance for a Undeveloped Land will be issued by Ticor Title Company of California at the close of escrow in accordance with the contract terms. PURCHASE PRICE: The purchase price for the subject property is Seven Hundred Seventy Thousand Dollars and No/100's Dollars($770,000.00). ESCROW HOLDER IS INSTRUCTED TO SHOW TITLE VESTED AT CLOSE AS: Diversified Pacific Opportunity Fund 1,LLC,a Delaware limited lability company CLOSE OF ESCROW: Close of escrow to be subject to be on or before the earlier of(a)the date ten(10)calendar months following the Opening of Escrow or (b) ten (10) days following the approval by city of a grading plan for the Property in conformance with the tentative tract map for the property. OPENING OF ESCROW DATE: Parties agree that the acceptance date is deemed to be March 6,2015. TITLE REVIEW DATE: Parties agree that the Title Review date is April 6,2015 DUE DILIGENCE DATE: Parties agree that the Due Diligence date is May 5,2015 WAIVER OF INTEREST: Buyer herein waives the Interest requirement 2.l.2 of the Purchase and Sale Agreement dated January 20,2015. NO HOMEOWNERS ASSOCIATION: All Parties acknowledge and agree that Escrow Holder HAS NOT been handed any information regarding the existence of a Homeowners Association regarding the subject property and also agree that there is no Homeowners Association associated with the above referenced transaction.. Escrow Holder is relieved of any and all liability in connection with same, Page 1 of I 1 SCA64EXPRS Escrow No.: 00306458-005-H05 ACCEP'T'ANCE INSTRUCTIONS (continued) REPO.RTSANSPECTIONS: Please be aware that Ticor Title Company Of California does not order the natural hazard disclosure report, structural pest control report, home warranty policy, septic/well inspections and/or reports, including the 9A. Escrow Holder is relieved of all responsibility for ordering any City, County or State inspections and/or reports which may be required.If specifically instructed, Escrow Holder will pay fees for same if billings are submitted prior to the close of escrow (with the approval of the seller/buyer), Approvals of such reports and/or inspections shall be handled outside of escrow. The Buyer shall procure and pay for said reports outside of escrow directly from the City Officials and herein releases Escrow Holder of any and all liability in connection with same. GENERAL INSTRUCTIONS 1. Seller is aware that interest on the existing loan(s) does not stop accruing at close of escrow, but continues until the actual day of receipt of the payoff by Lender. Seller is aware that interest will accrue tbrough weekends or holidays. Seller is aware he/she/they are responsible for payment of all of such interest and will indemnify and hold Escrow Holder harmless in connection with the payment of such interest. 2. The undersigned Buyer hands you herewith Preliminary Change of Ownership Report as provided for in Section 480.31 of the Revenue and Taxation Code, State of California which you are to cause to be filed concurrently with the Deed in our favor. If form is rejected by the County, a surcharge may be imposed by said County and is to be paid by buyer herein. 3. Checks to be issued at Close of Escrow: Me the undersigned Buyer/Borrower/Seller hereby acknowledge that we are aware the Ticor Title Company of California will issue a check payable to the undersigned in payment of Seller's proceeds/Borrower's proceeds or Buyer's excess deposit refund, I/We further acknowledge and agree that said check will be presented to the bank,for deposit as soon as possible after receipt, and collection and payment of the funds will only be done through the regular banking channels. In addition, in the event there are liens to be paid on the undersigned's behalf,we hereby also acknowledge that I/we will not use the pay-by-phone electronic system to pay/collect the funds as Ticor Title Company of California will not honor such payments. The parties herein agree to be responsible for any stop payment and reissue charges andfor losses that may be incurred in connection with any and all electronic debits to Ticor Title Company of California's Trust Accounts, 4. Facsimile Signature: Escrow Holder is hereby authorized and instructed that, in the event any party utilizes "facsimile" transmitted signed documents or instructions to Escrow Holder, you are to rely on the same for all escrow instruction purposes and the closing of escrow as if they bore original signatures. 5. Buyer acknowledges deposit of balance of funds to close escrow to be in the form of wire transfer, certified check, cashier's check or teller's check payable to Ticor Title Company of California pursuant to the "Deposit of Funds", Paragraph 1 contained in the General Provisions attached hereto and made a part hereof: 6. The undersigned hereby authorize and instruct Escrow Holder to charge each party to the escrow for their respective Federal Express and/or special mail handling/courier fees. Unless specified in writing by the undersigned, Escrow Holder is authorized to select special mail/delivery or courier service to be used. Page 2 of 1 I SCA64EXPRS Escrow No.: 00306458-005-H05 GENERAL PROVISIONS 1, DEPOSIT OF FUNDS The law dealing with the disbursement of funds requires that all funds be available for withdrawal as a matter of right by the title entity`s escrow and/or sub escrow account prior to disbursement of any funds. Only cash or wiretransferred funds can be given immediate availability upon deposit. Cashier's checks,teller's checks and Certified checks may be available one business day after deposit, All other funds such as personal,corporate or partnership checks and draft are subject to mandatory holding periods which may cause material delays in disbursement of funds in this escrow. In order to avoid delays, all fundings should be wire transferred. Outgoing wire transfers will not be authorized until confirmation of the respective incoming wire transfer or of availability of deposited checks. Deposit of funds into general escrow trust account unless instructed otherwise. You may instruct Escrow Holder to deposit your funds into an interest bearing account by signing and returning the"Escrow Instructions-Interest Bearing Account",which has been provided to you. If you do not so instruct us, then all funds received in this escrow shall be deposited with other escrow funds in one or more general escrow trust accounts,which include both non-interest bearing demand accounts and other depository accounts of Escrow Holder,in any state or national bank or savings and loan association insured by the Federal Deposit Insurance Corporation(the"depository institutions' and may be transferred to any other such escrow trust accounts of Escrow Holder or one of its affiliates,either within or outside the State of California. A general escrow trust account is restricted and protected against claims by third parties and creditors of Escrow Holder and its affiliates. Receipt of benefits by Escrow Holder and affiliates. The patties to this escrow acknowledge that the maintenance of such general escrow trust accounts with some depository institutions may result in Escrow Bolder or its affiliates being provided with an array of bank services,accommodations or other benefits by the depository institution. Some or all of these benefits may be considered interest due you under California insurance Code Section 12413.5. Escrow Holder or its affiliates also may elect to enter into other business transactions with or obtain loans for investment or other purposes from the depository institution. All such services,accommodations,and other benefits shall accrue to Escrow Holder or its affiliates and Escrow Holder shall have no obligation to account to the parties to this escrow for the value of such services, accommodations, interest or other benefits. Said funds will not earn interest unless the instructions otherwise specifically state that funds shall be deposited in an interest-bearing account All disbursements shall be made by check of Ticor Title Company of California The principals to this escrow are hereby notified that the funds deposited herein are insured only to the limit provided by the Federal Deposit Insurance Corporation. Any instruction for bank wire will provide reasonable time or notice for Escrow Holder's compliance with such instruction. Escrow Holder's sole duty and responsibility shall be to place said wire transfer instructions with its wiring bank upon confirmation of(I)satisfaction of conditions precedent or(2)document recordation at close of escrow. Escrow Holder will NOT be held responsible for lost interest due to wire delays caused by any bank or the Federal Reserve System,and recommends that all parties make themselves aware of banking regulations with regard to placement of wires, In the event there is insufficient time to place a wire upon any such confirmation or the wires have closed for the day, the parties agree to provide written instructions for an alternative method of disbursement. WITHOUT AN ALTERNATIVE DISBURSEMENT INSTRUCTION,FUNDS WILL BE HELD IN TRUST IN A NON-INTEREST BEARING ACCOUNT UNTIL THE NEXT OPPORTUNITY FOR WIRE PLACEMENT. 2. PRORATIONS AND ADJUSTMENTS All proration and/or adjustments called for in this escrow are to be made on the basis of a thirty(30)day month unless otherwise instructed in writing. You are to use information contained on last available tax statement, rental statement as provided by the Seller, beneficiary's statement and fire insurance policy delivered into escrow for the prorations provided for herein, 3. SUPPLEMENTAL TAXES The within described property may be subject to supplemental real property taxes due to the change of ownership taking place through this escrow. Any supplemental real property taxes arising as a result of the transfer of the property to Buyer shall be the sole responsibility of Buyer and any supplemental real property taxes arising prior to the closing date shall be the sole responsibility of the Seller. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL.BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. d. UTILITIES/POSSESSION Transfer of utilities and possession of the premises are to be settled by the parties directly and outside escrow. 5. PREPARATION AND RECORDATION OF INSTRUMENTS Escrow Holder is authorized to prepare,obtain,record and deliver the necessary instruments to cant'out the terms and condition of this escrow and to order the policy of title insurance to be issued at close of escrow as called for in these instructions. Close of escrow shall mean the date instruments are recorded. G. AUTHORIZATION TO FURNISH COPIES You are authorized to furnish copies of these instructions,supplements,amendments,notices of cancellation and closing statements,to the Rea[Estate Broker(s)and Lender(s)named in this escrow, 7. RIGHT OF CANCELLATION Any principal instructing you to cancel this escrow shall file notice of cancellation in your office in writing. You shall,within two(2)working days thereafter,deliver,one(1)copy of such notice to each of the other principals at the addresses stated in this escrow. UNLESS WRITTEN OBJECTION TO CANCELLATION IS FILED IN YOUR OFFICE BY A PRINCIPAL WITI-IIN TEN(14)DAYS AFTER DATE OF SUCH DELIVERY,YOU ARE AUTHORIZED TO COMPLY WITH SUCH NOTICE AND DEMAND PAYML7NT OF YOUR CANCELLATION CHARGES. If written abjection is filed,you are authorized to hold all money and instruments in this escrow and take no further action until otherwise directed,either by the principals'mutual written instructions,or by final order of a court of competent jurisdiction. S. PERSONAL PROPERTY No examination or insurance as to the amount or payment of personal property taxes is required unless specifically requested. By signing these General Provisions,the parties to the escrow hereby acknowledge that they are indemnifying the Escrow Holder against any and all matters relating to any"Bulk Sales"requirements,and instruct Escrow Agent to proceed with the closing of escrow without any consideration of matter of any nature whatsoever regarding"Bulk Sales"being handled through escrow. Puge 3 of I I SCA64EXPRS Escrow No.: 00306458-005-H05 GENERAL PROVISIONS (continued) 9. RIGHT OF RESIGNATION Fscrow Holder has the right to resign upon ten(10)days written notice delivered to the principals herein. If such right is exercised, all funds and documents shall be returned to the party who deposited theta and Escrow Holder shall have no liability hereunder. 10. AUTHORIZATION TO EXECUTE ASSIGNMENT OF HAZARD INSURANCE POLICIES Either Buyer,Seller and/or Lender may hand you the insurance agent's name and insurance policy information,and you are to execute,on behalf ofthe principals hereto,form assignments of interest in any insurance policy(other than title insurance)called for in this escrow, forward assignment and policy to the insurance agent,requesting that the insurer consent to such transfer and/or attach a loss payable clause and/or such other endorsements as maybe required,and forward such-policy(s)to the principals entitled thereto, It is not your responsibility to verify the information handed you or the assignability of said insurance. Your sole duty is to forward said request to insurance agent at close of escrow. Further,there shall be no responsibility upon the part of Escrow Holder to renew hazard insurance policy(s)upon expiration or otherwise keep it in force either during or subsequent to the close of escrow. Cancellation of any existing hazard insurance policies is to be handled directly by the principals,and outside of escrow. 11. AC'T'ION IN INITERPLEADER The principals hereto expressly agree that you,as Escrow Holder,have the absolute right at your election to file an action in interpleader requiring the principals to answer and litigate their several claims and rights among themselves and you are authorized to deposit with the clerk of the court all documents and funds held in this escrow. In the event such action is filed,the principals jointly and severally agree to pay your cancellation charges and costs,expenses and reasonable attorney's fees which you are required to expend or incur in such interpleader action,the amount thereof to be fixed and judgment therefore to be rendered by the court. Upon the filing of such action,you shall thereupon be fully released and discharged from all obligations imposed by the terms of this escrow or otherwise. 12. TERMINATION OF AGENCY OBLIGATION If there is no action taken on this escrow within six(6)months after the"time limit date"as set forth in the escrow instructions or written extension thereof,your agency obligation shall terminate at your option and all doeuments,monies or other items held by you shall be returned to the parties depositing same_ In the event of cancellation of this escrow,whether it be at the request of any of the principals or otherwise,the fees and charges due Ticor Title Company of California,including expenditures incurred and/or authorized shall be borne equally by the parties hereto(unless otherwise agreed to specifically). 13. CONFLICTING INSTRUCTIONS Upon receipt of any conflicting instructions,you are to take no action in connection with this escrow until non-conflicting instructions are received from all of the principals to this escrow(subject to sections 7,9,11 and 12 above). 14. DELIVERYIRECEIPT Delivery to principals as used in these instructions unless otherwise stated herein is to be by regular mail,and receipt is determined to be 72 hours after such mailing. All documents,balances and statements due to the undersigned are to be mailed to the address shown herein. All notices,change of instructions,communications and documents are to be delivered in writing to the office of Ticor Title Company of California as set forth herein. 15. STATE/FEDERAL CODE NOTIFICATIONS According to Federal Law, the Seller,when applicable,will be required to complete a sales activity report that will be utilized to generate a 1099 statement to the Internal Revenue Service. Pursuant to State Law,prior to the close of escrow,Buyer will provide Escrow Holder with a Preliminary Change of Ownership Report. In the event said report is not handed to Escrow Halder for submission to the County in which subject property is located,upon recording of the Grant Deed, Buyers acknowledge that the applicable fee will be assessed by said County and Escrow Holder shall debit the account of Buyer for same at close of escrow. 16- NON-RESIDENT ALIEN The Foreign Investment in Real Property Tax Act(FIRPTA),Title 26 U.S.C.,Section 1445,and the regulations there under,provide in part,that a transferee(buyer)of a U.S.real property interest from a foreign person(non-resident alien)must withhold a tax equal to ten percent(101/6)of the amount realized on the disposition,report the transaction and remit the withholding to the Internal Revenue Service within twenty(20)days after the transfer. Ticor Title Company of California has not and will not participate in any determination of whether the FIRPTA tax provisions are applicable to the subject transaction,nor act as a Qualified Substitute nor furnish tax advice to any party to the transaction. Ticor Title Company of California is not responsible for determining whether the transaction will qualify for an exception or an exemption and is not responsible for the filing of any tax forms with the Internal Revenue Service as they relate to FTRPTA. Ticor Title Company of California is not the agent for the buyer for the purposes of receiving and analyzing any evidence or documentation that the Seller in the subject transaction is a U.S.citizen or resident alien, The buyer is advised they must independently make a determination of whether the contemplated transaction is taxable or non-fixable and the applicability of the withholding requirement to the subject transaction,and should seek the advice of their attorney or accountant. Ticor Title Company of California is not responsible for the payment of this tax and/or and penalty and/or interest incurred in conneclion therewith and such taxes are not a matter covered by the Owner's Policy of Title Insurance to be issued to the Buyer, The Buyer is advised they bear full responsibility for compliance with the tax withholding requirement if applicable and/or for payment of any tax, interest, penalties and/or other expenses that may be due on the subject transaction. 17. ENCUMBRANCES Escrow Holder is to act upon any statements furrtished by a lienholder or his agent without liability or responsibility for the accuracy of such statements. Any adjustments necessary because of a discrepancy between the information furnished Escrow Holder and any amount later deterrrtined to be correct shall be settled between the parties direct and outside of escrow. You are authorized,without the need for further approval,to debit my account for any fees and charges that I have agreed to pay in connection with this escrow,and for any amounts that 1 am obligated to pay to the holder of any lien or encumbrance to establish the title as insured by the policy of title insurance called for in these instructions. If for any reason my account is not debited for such amounts at the time of closing,I agree to pay them immediately upon demand,or to reimburse any other person or entity who has paid them. Page 4 of 11 SCA64EXPRS . Escrow No.: 00306458-005-H05 GENERAL PROVISIONS (continued) 18. ENVIRONMENTAL ISSUES Ticar Title Company of California has made no investigation concerning said property as to environmenW/toxic waste issues. Any due diligence required or needed to determine environmental impact as to forms of toxification, if applicable, will be done directly and by principals outside of escrow. Ticor Title Company of California is released of any responsibility and/or liability in connection therewith. 19. USURY Escrow holder is not to be concerned with any questions of usury in any loan or encumbrance involved in the processing of this escrow and is hereby released of any responsibility or liability therefore, 20. DISCLOSURE Escrow Holder's knowledge of matters affecting the property,provided such facts do not prevent compliance with these instructions,does not create any liability or duty in addition to these instructions. 21. FACSIMILE SIGNATURE Escrow Holder is hereby authorized and instructed that,in the event any party utilizes"facsimile"transmitted signed documents or instructions to Escrow Holder,you are to rely on the same for all escrow instruction purposes and the closing of=row as if they bore original signatures. 22. CLAR KATION Of DUTIES Ticor Title Company of California serves ONLY as an Escrow Holder in connection with these instructions and cannot give legal advice to any party hereto. Escrow Holder is not to be held accountable or liable for the sufficiency or correctness as to form,manner of execution,or validity of any instrument deposited in this escrow,not as to the identity,authority or rights of any person executing the same. Escrow Holder's duties hereunder shall be limited to the proper handling of such money and the proper safekeeping of such instruments,or other documents received by Escrow Holder, and for the disposition of same in accordance with the written instructions accepted by Escrow Holder. The agency and duties of Escrow Holder commence only upon receipt of copies of these Escrow Instructions executed by all parties. 23. FUNDS HELD IN ESCROW When the company has funds remaining in escrow over ninety(90)days after close of escrow or estimated close of escrow,the Company shall impose a monthly holding fee of Twenry-Five and No/100 Dollars($25.00)that is to be charged against the funds held by the Company. THIS AGREEMENT IN ALL PARTS APPLIES TO, INURES TO THE BENEFIT OF, AND BINDS ALL PARTIES HERETO, THEIR HEIRS, LEGATEES, DEVISEES, ADMINISTRATORS, EXECUTORS, SUCCESSORS AND ASSIGNS, AND WHENEVER THE CONTEXT SO REQUIRES THE MASCULINE GENDER INCLUDES THE FEMININE AND NEUTER, AND THE SINGULAR NUMBER INCLUDES THE PLURAL. THESE INSTRUCTIONS AND ANY OTHER AMENDMENTS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AS AN ORIGINAL AND BE EFFECTIVE AS SUCH. MY SIGNATURE HERETO CONSTITUTES INSTRUCTION TO ESCROW HOLDER OF ALL TERMS AND CONDITIONS CONTAINED IN THIS AND ALL PRECEDING PAGES AND FURTHER SIGNIFIES THAT I HAVE READ AND UNDERSTAND THESE GENERAL PROVISIONS. Ticor Title Company of California conducts escrow business under License No. 371 issued by the California Department of Insurance. END OF INSTRUCTIONS IN WITNESS WHEREOF,the undersigned have executed this document on the date(s)set forth below. BUYER: SELLER: Diversified Pacific Opportunity Fund 1, City of Redlands,a Municipal Corporation LLC, a Delaware limited lability company, By: Diversified Pacific Development Group, LLC, a California limited liability company, Its-, Manager Page 5 of I I SCA64E•XPRS Escrow No.: 00306458-005 - H05 GENERAL PROVISIONS By, Matthew A.Jordan _..._.__ gate:. _...... By-. Paul W. Foster,Mayor Dam .°'...� Managing Member Page 6 of I I SCA64EXPRS Escrow No.: 00306458-005-HO5 EXHIBIT A The West half of the West half of the Northeast quarter of the Northwest quarter of Section 24,'Township 1 South Range 3 West,San Bernardino Baseline and Meridian, in the City of Redlands,County of San Bernardino,State of California, according to the Official plat thereof. Except the North 374,92 feet of the East 232.38 feet and Except the West 66 feet lying North of the South 66 feet thereof. For APN/Parcel ID(s): 0168-121-13 Page 7 of 11 SCA64EXPRS Escrow No. 00306 -59-005-H05 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 Comtianies Undenvritten by FNF Underwriters CTC—Chicago Title Company CTIC—Chicago Title Insurance Company CLTC—Commonwealth Land Title Company CLTIC—Commonwealth Land Title Insurance Company FNTC—Fidelity National Title Company FNTIC—Fidelity National Title Insurance Company FNTCCA—Fidelity National Title Company of California FNTIC—Fidelity National Title Insurance Company TICOR—Ticor Title Company of California CTIC—Chicago Title Insurance Company LTC—Lawyer's Title Company CLTIC—Commonwealth Land Title Insurance Company Available Discounts CREDIT FOR PRIKLIMINARY TITLE REPORTS AND/OR COMMITMENTS ON SUBSEQUENT POLICIES (OTIC,FNTIC) Where no major change in the title has occurred since the issuance of the original report or commitment, the order may be reopened within 12 to 36 months and all or a portion of the charge previously paid for the report or commitment may be credited on a subsequent policy charge. DISASTER LOANS(CTIC,CLTIC,FNTIC) The charge for a Lender's Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record,within 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 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 50% to 70%of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be 32% to 50% of the appropriate title insurance rate,depending on the type of coverage selected. Page 8 of I l SCA64EXPRS Escrow No.00306458-005-H05 FIDELITY NATIONAL FINANCIAL, PRIVACY NOTICE Fidelity National Financial, Inc. and its majority-owned subsidiary You can choose whether or not to accept cookies by changing the companies providing real estate-and loan-related services(collectively, settings of your Internet browser, but some functionality of the Website "our" or "we") respect and are committed to protecting your may be impaired or not function as intended. See the Third Party Opt privacy.This Privacy Notice lets you know how and for what purposes Out section below. your Personal Information (as defined herein) is being collected, processed and used by FNF. We pledge that we will take reasonable Web Seasons. Some of our web pages and electronic steps to ensure that your Personal Information will only be used in ways communications may contain images, which may or may not be visible that are in compliance with this Privacy Notice. The provision of this to you,known as Web Beacons (sometimes referred to as"clear gifs"). Privacy Notice to you does not create any express or implied Web Beacons collect only limited information that includes a cookie relationship, or create any express or implied duty or other obligation, number; time and date of a page view; and a description of the page on between Fidelity National Financial, Inc. and you. See also No which the Web Beacon resides.We may also carry Web Beacons placed Representations or Warranties below. by third party advertisers,These Web Beacons do not carry any Personal Information and are only used to track usage of the Website and This Privacy Notice is only in effect for any generic information and activities associated with the Website. See the Third Party Opt Out Personal Information collected and/or owned by FNF, including section below. collection through any FNF website and any online features, services r Unique Identifier.We may assign you a unique internal identifier and/or programs offered by FNF (collectively, the "Website"). This Privacy Notice is not applicable to any other web pages, mobile To help keep track of your future visits. We may use this information to e applications, social media sites, email lists, generic information or gather aggregate demographic information about our visitors, and we Personal Information collected and/or owned by any entity other than may use it to personalize the information you see on the Website and FNT some of the electronic communications you receive from us. We keep this information for our internal use, and this information is not shared How Information is Collected with others. The types of personal information FNF collects may include, among other things (collectively, "Personal Information")' (1) contact Third Party Opt Out.Although we do not presently,in the future information (e.g., name, address, phone number, email address); (2) we may allow third-party companies to serve advertisements and/or demographic information (e.g., date of birth, gender marital status); (3) collect certain anonymous hiformation when you visit the Website. Internet protocol(or IP)address or device IDfUDID;(4)social security These companies may use non-personally identifiable information(e.g., number (SSN), student ID (STN), driver's license, passport, and other click stream information, browser type, time and date, subject of government ID numbers; (5) financial account information; and (6) advertisements clicked or scrolled over) during your visits to the information related to offenses or criminal convictions. Website in order to provide advertisements about products and services likely to be of greater interest to you. These companies typically use a In the course of our business, we may collect Personal Information cookie or third party Web Beacon to collect this information, as further about you from the following sources: described above. Through these technologies, the third parry may have • Applications or other forms we receive from you or your access to and use non-personalized information about your online usage authorized representative; activity. • Information we receive from you through the Website; You can opt-out of certain online behavioral services through any one of • Information about your transactions with or services performed by the ways described below. After you opt-out, you may continue to us,our affiliates,or others;and receive advertisements, but those advertisements will no longer be as • From consumer or other reporting agencies and public records relevant to you. maintained by governmental entities that we either obtain directly • You can opt-out via the Network Advertising Initiative industry from those entities,or from our affiliates or others. opt-out at htt :l/ww%v.networkadvertisi n .or . Additional Ways Information is Collected Through the Website • You can opt-out via the Consumer Choice Page at Browser Log Files. Our servers automatically log each visitor to http://ww,� aboutads.info. the Website and collect and record certain information about each e For those in the U,K., you can opt-out via the IAB UK's industry visitor. This information may include IP address, browser language, opt-out at h=.//rvww.youronlinechoices.com, browser type, operating system, domain names, browsing history • You can configure your web browser (Chrome, Firefox, Internet (including time spent at a domain, time and date of your visit), Explorer,Safari,etc.)to delete and/or control the use of cookies. referringlexit web pages and URLs, and number of clicks. The domain name and IP address reveal nothing personal about the user other than More information can be found in the Help system of your browser. the IP address from which the user has accessed the Website. Note: If you opt-out as described above, you should not delete your cookies.If you delete your cookies,you will need to opt-out again. Cookies.From time to time,FNF or other third parties may send a "cookie"to your computer.A cookie is a small piece of data that is sent nf Personal Information I to your Internet browser from a web server and stored on your computers hard drive and that can be re-sent to the serving website on Information collected by FNF is used for three maim purposes: • To provide products and services to you or one or more third party ies"d P "Thi l i ll id v erice provers(collectively, "Third subsequent visits. A cookie,by itself, cannot read other data from your s ) who are obtaining hard disk or read other cookie files already on your computer.A cookie, services on your behalf or in connection with a transaction by itself, does not damage your system. We, our advertisers and other involvingyou. third parties may use cookies to identify and keep track of,among other • To improve our products and services that we perform for you or things,those areas of the Website and third party websites that you have for Third Parties. visited in the past in order to enhance your next visit to the Website. Page 4 of I 1 Privacy Notice Effective: January b,2015 Escrow No.00306458-005-H05 • To communicate with you and to inform you about FNF's, FNF's the above described proceedings. Furthermore, we cannot and will not affiliates and third parties'products and services, be responsible for any breach of security by any third parties or For any When Information IS Disclosed By FNS' actions of any third parties that receive any of the information that is disclosed to us. We may provide your Personal Information (excluding information we receive from consumer or other credit reporting agencies) to various Information from Children individuals and companies,as permitted by law, without obtaining your We do not collect Personal Information from any person that we know prior authorization. Such laws do not allow consumers to restrict these to be under the age of thirteen (13). Specifically, the Website is not disclosures.Disclosures may include,without limitation,the fallowing: intended or designed to attract children under the age of thirteen (13). • To agents, brokers, representatives, or others to provide you with You affirm that you are either more than IS years of age, or an services you have requested, and to enable us to detect or prevent emancipated minor, or possess legal parental or guardian consent, and criminal activity, fraud, material misrepresentation, or are fully able and competent to enter into the terms, conditions, nondisclosure in connection with an insurance transaction; obligations,affirmations,representations,and warranties set forth in this • To third-party contractors or service providers who provide Privacy Notice,and to abide by and comply with this Privacy Notice.In services or perform marketing services or other functions on our any case,you affirm that you are over the age of 13,as THE WEBSITE behalf; IS NOT INTENDED FOR CHILDREN UNDER 13 THAT ARE, • To law enforcement or other governmental authority in connection UNACCOMPANIED BY HIS OR HER PARENT OR LEGAL with an investigation, or civil or criminal subpoenas or court GUARDIAN. orders;and/or Parents should be aware that FNF's Privacy Notice will govern our use • To lenders, lien holders, judgment creditors, or other parties of Personal Information, but also that information that is voluntarily claiming an encumbrance or an interest in title whose claim or given by children—or others—in email exchanges, bulletin boards or interest must be determined,settled,paid or released prior to a title the like may be used by other parties to generate unsolicited or escrow closing. communications.FNF encourages all parents to instruct their children in In addition to the other times when we might disclose information about the safe and responsible use of their Personal Information while using you, we might also disclose information when required by law or in the the Internet- good-faith belief that such disclosure is necessary to:(1)comply with a Privacy Outside the Website legal process or applicable Iaws; (2) enforce this Privacy Notice; (3) The Website may contain various links to other websites, including links respond to claims that any materials, documents, images, graphics, to various third party service providers. FNF is not and cannot be logos, designs, audio,video and any other information provided by you responsible for the privacy practices or the content of any of those other violates the rights of third parties; or(4)protect the rights,property or websites. Other than under agreements with certain reputable personal safety of FNF,its users or the public. organizations and companies, and except for third party service We maintain reasonable safeguards to keep the Personal Information providers whose services either we use or you voluntarily elect to that is disclosed to us secure.We provide Personal Information and non- utilize,we do not share any of the Personal Information that you provide Personal Information to our subsidiaries,affiliated companies,and other to us with any of the websites to which the Website links, although we businesses or persons for the purposes of processing such information may share aggregate, non-Personal Information with those other third on our behalf and promoting the services of our trusted business parties. Please check with those websites in order to determine their partners, some or all of which may store your information on servers privacy policies and your rights under them, outside of the United States. We require that these parties agree to European Union Users process such information in compliance with our Privacy Notice or in a if you are a citizen of the European Union, please note that we may similar,industry-standard manner,and we use reasonable efforts to limit transfer your Personal Information outside the European Union for use their use of such information and to use other appropriate confidentiality for any of the purposes described in this Privacy Notice. By providing and security measures.The use of your information by one of our trusted FNF with your Personal Information,you consent to both our collection business partners may be subject to that party's own Privacy Notice.We and such transfer of your Personal Information in accordance with this do not, however, disclose information we collect from consumer or Privacy Notice. credit reporting agencies with our affiliates or others without your consent, in conformity with applicable law, unless such disclosure is Choices With Your Personal Information otherwise permitted by law. Whether you submit Personal Information to FNF is entirely up to you. You may decide not to submit Personal Information,in which case FNF We also reserve the right to disclose Personal Information and/or non- may not be able to provide certain services or products to you. Personal Information to take precautions against liability, investigate and defend against any third-party claims or allegations, assist You may choose to prevent FNF from disclosing or using your Personal government enforcement agencies,protect the security or integrity of the Information under certain circumstances("opt out").You may opt out of Website,and protect the rights,property,or personal safety of FNF,our any disclosure or use of your Personal Information for purposes that are users or others. incompatible with the purpose(s)for which it was originally collected or for which you subsequently gave authorization by notifying us by one of We reserve the right to transfer your Personal Information, as well as the methods at the end of this Privacy Notice.Furthermore,even where any other information,in connection with the sale or other disposition of your Personal Information is to be disclosed and used in accordance all or part of the FNF business and/or assets. We also cannot make any with the stated purposes in this Privacy Notice,you may elect to opt out representations regarding the use or transfer of your Personal of such disclosure to and use by a third party that is not acting as an Information or other information that we may have in the event of our agent of FNF.As described above,there are some uses from which you bankruptcy, reorganization, insolvency, receivership or an assignment cannot opt-out for the benefit of creditors,and you expressly agree and consent to the use and/or transfer of your Personal Information or other information in Please note that opting out of the disclosure and use of your Personal connection with a sale or transfer of some or all of our assets in any of Information as a prospective employee may prevent you from being Page 10 of 11 Privacy Notice Effective: January 6,2015 Escrow No.00306458-005-H05 hired as an employee by FNF to the extent that provision of your No Representations or Warranties Personal Information is required to apply for an open position, By providing this Privacy Notice, Fidelity National Financial, Inc. does If FNF collects Personal Information from you, such information will not make any representations or warranties whatsoever concerning any products or services provided to you by its majority-owned subsidiaries. not be disclosed or used by FNF for purposes that are incompatible with In addition, you also expressly agree that your use of the Website is at the purpose(s) for which it was originally collected or for which you your own risk. Any services provided to you by Fidelity National disclosure and use. Financial, Inc, and/or the Website are provided "as is" and "as You may opt out of online behavioral advertising by following the available" for your use, without representations or warranties of any instructions set forth above under the above section "Additional Ways kind, either express or implied, unless such warranties are legally That Information Is Collected Through the Website,"subsection"Third incapable of exclusion. Fidelity National Financial, Inc. mattes no Party Opt Out." representations or warranties that any services provided to you by it or the Website, or any services offered in connection with the Website are Access and Correction or will remain uninterrupted or error-free, that defects will be corrected, To access your Personal Information in the possession of FNF and or that the web pages on or accessed through the Website,or the servers correct inaccuracies of that information in our records,please contact us used in connection with the Website, are or will remain free from any in the manner specified at the end of this Privacy Notice. We ask viruses, worms, time bombs, drop dead devices, Trojan horses or other individuals to identify themselves and the information requested to be harmful components. Any liability of Fidelity National Financial, Inc. accessed and amended before processing such requests, and we may and your exclusive remedy with respect to the use of any product or decline to process requests in limited circumstances as permitted by service provided by Fidelity National Financial, Inc. including on or applicable privacy legislation. accessed through the Website, will be the re-performance of such Your California Privacy Ri hts service found to be inadequate, Under California's "Shine the Light" law, California residents who Your Consent To This Privacy Notice provide certain personally identifiable information in connection with By submitting Personal Information to FNF, you consent to the obtaining products or services for personal,family or household use are collection and use of information by us as specified above or as we entitled to request and obtain from us once a calendar year information otherwise see ft, in compliance with this Privacy Notice, unless you about the customer information we shared,if any,with other businesses inform us otherwise by means of the procedure identified below, If we for their own direct marketing uses. If applicable, this information decide to change this Privacy Notice, we will make an effort to post would inefudethe categories of customer information and the names and those changes on the Website. Each time we collect information from addresses of those businesses with which we shared customer you following any amendment of this Privacy Notice will signify your information for the immediately prior calendar year(e.g.,requests made assent to and acceptance of its revised terms for all previously collected in 2015 will receive information regarding 2014 sharing activities). information and information collected from you in the future. We may To obtain this information on behalf of FNF, please send an email use comments, information or feedback that you may submit in any message to privacy@fnf,com with "Request for California Privacy manner that we may choose without notice or compensation to you. Information" in the subject line and in the body of your message. We If you have additional questions or comments, please let us know by will provide the requested information to you at your email address in sending your comments or requests to: response. Fidelity National Financial,Inc. Please be aware that not all information sharing is covered by the"Shine 601 Riverside Avenue the bight"requirements and only information on covered sharing will be Jacksonville,Florida 32204 included in our response. Attn:Chief Privacy Officer Additionally, because we may collect your Personal Information from (888)934-3354 time to time, California's Online Privacy Protection Act requires us to privacy@fn£com disclose how we respond to "do not track" requests and other similar Copyright ® 2015. Fidelity National Financial, Inc. All Rights mechanisms. Currently, our policy is that we do not recognize"do not Reserved, track"retluests from Internet browsers and similar devices. EFFECTIVE AS OF:JANUARY 6,2015 Page 11 of 11 Privacy Notice Effective: January 6,2015