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Contracts & Agreements_84A-2014_CCv0001.pdf
Commonwealth sand Title Company Commonwealth' 4140 Newport Place Dr, Suite 120 Newport Beach, CA 92660 LAND TITLE COMPANY Phone: (949) 724-3140 Fax: Grace U. Kim, Commercial scr Office Phone: (949) 724-3141 a Fax: (714)-459-7217 e-mail., g gi@@ t c,com T Escrow Number: 09290637-918-GKO Title Order Number: 8055729 Date: June 2 2014 The undersigned acknowledge that they have read and received a copy of the Preliminary Report of Title issued by Commonwealth Land Title Company under the above referenced order number and hereby approve same in its entirety. The undersigned buyer acknowledges receipt of a copy of the Covenants, Conditions and Restrictions, if any, as set forth in the Preliminary Deport and hereby approve same; At the close of escrow, the Policy of Tine Insurance issued in connection with this transaction will contain only the following items: I- , PLUS those items that will reflect the documents being recorded through this escrow. BUYER: City of Re ill a3 municipalcorporation °,- Its. ATTEST: D ate 7/A Sam True qty Clerk, Commonwealth Land Title Company Co ®A IWe��thb 4100 Newport Place Dr, Suite 120 1 V V 4 Newport Beach, CA 92660 M LAND TITLE COMPANY Phone: (949) 724-3140 Fax: THE ESCROW HOLDER IS COMMONWEALTH LAND TITLE COMPANY WHICH IS LICENSED BY THE CALIFORNIA DEPARTMENT OF INSURANCE. CONTRACT AGREEMENT COMMERCIAL ESCROW INSTRUCTIONS THIS DOCUMENT WILL AFFECT YOUR LEGAL RIGHTS - READ IT CAREFULLY! Escrow No. 09290637-918-GKD Grace Kim Escrow Officer Date: June 2, 2014 These instructions are entered into pursuant to that certain AGREEMENT FOR PURCHASE AND SALE OF AN EASEMENT, DATED May 20, 2014; executed by CITY OF REDLANDS, A MUNICIPAL CORPORATION (BUYER) and REDLANDS 7/11 ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP (SELLER) A) As Escrow Holder you shall be concerned only with those specific provisions as set forth in the Agreement where Escrow Holder is given instructions to perform certain acts or with those paragraphs where Escrow Holder would generally and reasonably be expected to act. All other provisions of the Agreement, which the parties consider to be binding upon themselves, are considered to be outside the scope of the Escrow Holder's responsibilities. Title Insurer shall be Commonwealth Land Title Company and CLTA policy of title insurance shall be issued to the Buyer in the amount of total consideration mentioned below. B) The total consideration for subject transaction is $187,435.00. ADDITIONAL. INSTRUCTIONS 1. DATE CLARIFICATION: For the purposes of this Escrow (and in accordance with the provisions of the Agreement), the Parties hereto acknowledge the following: a. "Opening of Escrow" is June 2, 2014 b. "Agreement Date" is May 20, 2014 c. "Close of Escrow" date is on or before: THIRTY Days following the Effective Date of the Agreement For the purposes of closing this escrow, all parties acknowledge that"close of escrow"shall be the date on which the Deed conveying title (along with any financing documents) is recorded. 2. LEGAL DESCRIPTION: It is hereby acknowledged that the Legal Descriptions for the Grant of Roadway Easements (2) and Temporary Construction Easement set forth on the Agreement are deemed approved pursuant to Seller's execution of the Grant of Roadway Easements and Temporary Construction Easement in favor of the Buyer, and Buyer's execution of the Certificates of Acceptance of said documents. 3. IMPORTANT NOTICE REGARDING DEPOSIT OF FUNDS FOR CLOSING: Initials ` Page 1 Escrow No.: 09290637-918-GKD Funds received by WIRE TRANSFER are available for immediate disbursement at the close of escrow. Other forms of payment deposited may cause extended delays in closing. Escrow Holder will not be responsible for any such delays due to the type of deposits made. Therefore, we strongly urge any deposits made for closing funds to be in the form of a wire transfer. Please contact your escrow officer for our wiring instructions, or if you have any questions regarding this notice. 4. FEES AND CHARGES: Escrow Holder is authorized and instructed to charge Buyer's account at the close of escrow with the respective costs as provided for in the Agreement and as per the estimated closing statement to be approved prior to the close of escrow. S. TAX EXEMPT AGENCY: All parties hereto acknowledge that the buyer is public entity and exempt from payment of any real property taxes. There will be no proration of taxes through escrow. Seller will be responsible for payment of any real property taxes due prior to close of escrow. In the event any real property taxes are due and unpaid at the close of escrow, Escrow Holder is hereby authorized and instructed to pay such taxes from proceeds due the Seller at the close of escrow. Seller understands that the Tax Collector will not accept partial payment of an installment of the real property taxes due at the close of escrow. At the close of escrow, the Buyer will file any necessary documentation with the County Tax Collector/Assessor for the property tax exemption. Any prorated refund that will be due the Seller will be refunded to the Seller by the county Tax Collector/Assessor outside of escrow and Escrow Holder shall have no liability and/or responsibility in connection therewith. 6. GENERAL PROVISION ACKNOWLEDGEMENT: By their signatures below, Buyer and Seller acknowledge and agree that the General provisions are incorporated herein and made a part hereof. Initials Page 2 Escrow No.: 09290637-918-GKD COMMONWEALTH LAND TITLE COMPANY GENERAL PROVISIONS Please read this important information (Revised June,2013) 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 wire-transferred funds can be given immediate availability upon deposit. Cashier's checks, teller's checks and Certified checks, payable to Commonwealth Land Title Company which clear through the California Federal Reserve District 12 may be available one business day after deposit. All other funds such as personal, corporate or partnership checks and drafts 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 transfer. Outgoing wire transfers will not be authorized until confirmation of the respective incoming wire transfer or of availability of deposited checks. Parties are aware and understand the California Insurance Code Section 12413.1 (also known as"Good Funds"). Deposit of funds into aeneral 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 "Notice of Opportunity to Open 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 parties to this escrow acknowledge that the maintenance of such general escrow trust accounts with some depository institutions may result in Escrow Holder 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 Commonwealth Land Title Company. 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 (1) 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 prorations 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 fast 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. GENERAL/SPECIAL PROPERTY TAXES, SUPPLEMENTAL TAX BILLS, BONDS AND ASSESSMENTS General/Special Property Taxes: Escrow holder shall prorate general and special taxes for the current fiscal year, based on the most recent and available tax bill from the County Assessor's for this subject property. Supplemental Taxes:Buyer is advised the County Tax Assessor will revalue property which changes ownership or contains new construction, and this revaluation may result in a supplemental assessment. The supplemental taxes will be assessed from the date of the change in ownership or completion of construction. In addition, a lien of supplemental taxes for the current fiscal year, if any, assessed pursuant to Chapter 3.5 (commencing with Section 75) of the California Revenue and Taxation Code will be prorated at the close of escrow. Bonds and Assessments:All existing unpaid bonds and assessments levied or assessed prior to the date of the close of escrow shall be prorated, based upon the latest available public information. Any assessments made by the Tax Assessor prior to closing but not part of the public records and not disclosed by the Seller in writing to escrow holder, including but not limited to: weed abatement and code violations, shall not be the responsibility of escrow holder and will not be included in any prorations at closing. The parties agree to make any adjustments outside of escrow. Refunds: Any tax refunds issued to Seller outside of this escrow by the Tax Collectors office which are not of public record and are not disclosed in writing to escrow holder prior to the close of escrow, shall not be the responsibility of escrow holder in the proration calculations used for the closing of this transaction. The parties are to make any adjustments OUTSIDE OF THIS ESCROW and agree the escrow holder shall have no responsibility regarding same. It is the sole responsibility of the Seller to disclose to the Buyer if such a refund is received. Initials Page 3 Escrow No.: 09290637-918-GKD Any tax bills, supplemental tax bills, bonds and assessments issued, levied or adjusted after the close of this transaction shall be handled directly between Buyer and Seller,outside of escrow. 4. UTILITIES/POSSESSION Transfer of utilities and possession of the premises are to be settled by the parties directly and outside escrow. S. PREPARATION AND RECORDATION OF INSTRUMENTS Escrow Holder is authorized to prepare, obtain, record and deliver the necessary instruments to carry out the terms and conditions 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. 6. SPECIAL RECORDING; LATE CONFIRMATION OF RECORDING Seller's proceeds may not be available,and encumbrances may not be paid off, until the first business day following the day of recording if 1) documents recorded at close of escrow are recorded later in the day than 8:00 a.m. (which is called a "special recording") or if 2) the County Recorder does not provide confirmation of recording within sufficient time to allow same-day disbursement of funds by wire or check. 7. AUTHORIZATION TO FURNISH COPIES You are authorized to furnish copies of these instructions, supplements, amendments, notices of cancellation and closing statements, to the Real Estate/Mortgage Broker(s) and Lender(s) named in this escrow. Any request for duplicate copies of the file or any documentation within the file,after the close of escrow, is subject to an additional work charge of$25.00. S. FEES PAID IN ADVANCE: Escrow holder is instructed to use Buyer's funds deposited into escrow to pay any advanced fees required prior to close of escrow for such items as, but not limited to, charges by a Homeowners Association or their designated management company for ordering documents, lender's charges for a payoff statement, or city's charge for city reports or inspections related thereto. You are authorized, at the close of escrow, to charge the appropriate party for any fees advanced. In the event escrow should cancel, Buyer and Seller agree to handle the exchange of any documents, inspections, reports and/or funds advanced, outside of this escrow. Escrow holder shall not be held liable or responsible for the reimbursement of funds advanced or the return of any documentation provided to Buyer. 9. FEES,CHARGES AND MESSENGER FEES Escrow, Title and Overnight Fees are to be charged to the principals'accounts in accordance with the posted rates riled with the Department of Insurance. The charges which the Company will make for sending documents and/or checks via overnight services shall be the amount actually billed providing a bill is secured by escrow holder. Special messenger fees will be charged at the actual cost of the messenger service. Recording charges are to be charged to the principals'accounts in accordance with customary practices in this County,unless Escrow Holder is instructed to do otherwise in writing. 10. 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 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 WITHIN TEN (10) DAYS AFTER DATE OF SUCH MAILING, YOU ARE AUTHORIZED TO COMPLY WITH SUCH NOTICE AND DEMAND PAYMENT OF YOUR CANCELLATION CHARGES. If written objection 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. 11. RIGHT OF RESIGNATION Escrow Holder has the right to resign upon written notice delivered to the principals herein. If such right is exercised, all funds and documents shall be returned to the party who deposited them and Escrow Holder shall have no liability hereunder. 12. HAZARD INSURANCE POLICIES Buyer shall obtain Fire/Hazard Insurance coverage, if applicable, on the subject property prior to the close of escrow, as per requirements of the new lender. If Buyer has not paid policy premium prior to close of escrow, Escrow Holder is authorized and instructed to debit Buyer's account with the cost of the annual premium and pay such premium to the insurance agent and/or company, at the close of escrow, from funds deposited by Buyer. Escrow Holder is instructed to request that the insurance company deliver the original policy and copies, as required, to all necessary parties. In the event the property is covered by a blanket insurance policy, Buyer shall provide Escrow Holder with a Certificate of Insurance. FAILURE TO PROVIDE FIRE/HAZARD INSURANCE WILL DELAY THE CLOSE OF ESCROW. Escrow Holder has no obligation to obtain fire or other insurance in the absence of a written instruction to do so. 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. 13. ACTION IN INTERPLEADER 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. Initials Page 4 Escrow No.: 09290637-918-GKD 14. 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 documents, 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 Commonwealth Land Title Company, including expenditures incurred and/or authorized shall be borne equally by the parties hereto (unless otherwise agreed to specifically). 15. CONFLICTING INSTRUCTIONS/DISPUTES 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 10, 11, 13 and 14 above). No notice, demand or change of instruction shall be of any effect in this escrow unless given in writing by all parties affected thereby. In the event a demand for funds and/or documents deposited with Escrow Holder in connection with this escrow is made and which is not concurred in by all parties hereto, Escrow Holder, notwithstanding which party made such demand, may elect to do any of the following: (i) Take no further action in connection with this escrow and continue to hold such funds and/or documents until receipt of mutual concurring instructions from all parties to this escrow as to the disposition of such funds and/or documents; (ii)Commence an action in interpleader and obtain an order from the court allowing Escrow Holder to deposit such funds and/or documents with the court, in which case Escrow Holder shall have no further liability or obligations with respect to this escrow; or (iii)In the event that any party commences an action against any other party with respect to this escrow, deposit such funds and/or documents with the court, in which case Escrow Holder shall have no further liability or obligations with respect to this escrow. In the event Escrow Holder interpleads any funds and/or documents with any court pursuant to either subparagraphs (ii) or (iii) above, Escrow Holder shall be entitled to reimbursement of its reasonable attorneys' fees and expenses of litigation in connection with such action and any cancellation or work charges incurred during the transaction. 16. REIMBURSEMENT ATTORNEY FEES/ESCROW HOLDER In the event that a suit is brought by any party or parties to these escrow instructions to which the Escrow Holder is named as a party which results in a judgment in favor of the Escrow Holder and against a principal or principals herein, the principals or principals' agent agree to pay said Escrow Holder all costs, expenses and reasonable attorney's fees which it may expend or incur in said suit, the amount thereof to be fixed and judgment therefore to be rendered by the court in said suit. 17. DELIVERY/RECEIPT Delivery to principals as used in these instructions, unless otherwise stated, shall be by personal delivery to the principal, regular mail, email or fax to any of the contact information provided in these instructions. If delivered by regular mail, receipt is determined to be 72 hours after such mailing. All notices, change of instructions,communications and documents addressed to Escrow Holder are to be delivered in writing to the office of Commonwealth Land Title Company at the address as set forth in these instructions. 18. STATE/FEDERAL CODE NOTIFICATIONS 1099 Reoortinq; According to Federal Law, the Seller, when applicable, will be required to furnish escrow holder with sufficient information in order to file a 1099 statement to the Internal Revenue Service. PCOR FORM: Prior to the close of escrow, Buyer may hand Escrow Holder a fully completed and executed "Preliminary Change of Ownership Report" (POOR) pursuant to the requirements of California Revenue and Taxation Code Section 480.3. Buyer may elect not to complete and execute said form prior to the close of escrow. Should Buyer choose not to execute the PCOR or should the County Recorder's office reject the PCOR for any reason, Buyer is aware that a $20.00 charge will be assessed by the County Recorder's office and Escrow Holder will charge the account of Buyer accordingly. In the event the PCOR has not been filed at the time the documents record OR the County Tax Assessors office determines that the form has not been properly completed, Buyer will be responsible for obtaining and completing a new PCOR and any additional documents that may be required by the Assessor's office. Failure to file a proper PCOR will result in additional penalties in accordance with Section 480 of the California Revenue and Taxation Code. Escrow Holder's sole duty shall be the delivery of the POOR to the County Recorder at the time of recordation of transfer documents, if it is provided to Escrow Holder. Escrow Holder assumes no liability or responsibility regarding the proper completion of the PCOR. NON-RESIDENT ALIEN (FIRPTA): 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 (10%) 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. Commonwealth Land Title Company 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. Commonwealth Land Title Company 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 FIRPTA. Commonwealth Land Title Company 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-taxable and the applicability of the withholding requirement to the subject transaction, and should seek the advice of their attorney or accountant. Commonwealth Land Title Company is not responsible for the payment of this tax and/or and penalty and/or interest incurred in connection 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 Initials Page 5 Escrow No.: 09290637-918-GKD 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. CALIFORNIA WITHHOLDING., In accordance with Section 18662 of the Revenue and Taxation Code, a buyer may be required to withhold an amount equal to 3 1/3 percent of the sales price or the amount that is specified in a written certificate executed by the transferor in the case of a disposition of California real property interest by either: 1. A seller who is an individual, trust, or estate or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of the seller,OR 2. A corporate seller that has no permanent place of business in California immediately after the transfer of title to the California real property. The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars ($500). However, notwithstanding any other provision included in the California statutes referenced above, no buyer will be required to withhold any amount or be subject to penalty for failure to withhold if: 1. The sales price of the California real property conveyed does not exceed one hundred thousand dollars($100,000), OR 2. The seller executes a written certificate, under the penalty of perjury, certifying that the seller is a corporation with a permanent place of business in California, OR 3. The seller, who is an individual, trust, estate or a corporation without a permanent place of business in California executes a written certificate, under the penalty of perjury, of any of the following: A. The California real property being conveyed is the seller's or decedent's principal residence (within the meaning of Section 121 of the Internal Revenue Code). B. The last use of the property being conveyed was use by the transferor as the transferor's principal residence within the meaning of Section 121 of the Internal Revenue Code. C. The California real property being conveyed is or will be exchanged for property of like kind (within the meaning of Section 1031 of the Internal Revenue Code), but only to the extent of the amount of gain not required to be recognized for California income tax purposes under Section 1031 of the Internal Revenue Code, D. The California real property has been compulsorily or involuntarily converted (within the meaning of Section 1033 of the Internal Revenue Code) and that the seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California income tax purposes under Section 1033 of the Internal Revenue Cade. E. The California real property transaction will result in a lass or a net gain not required to be recognized for California income tax purposes. The seller is subject to penalty forzknowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement. The California statutes referenced above include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis for corporations or other entities. Buyer understands that in no event will Escrow Holder undertake to advise Buyer and/or Buyer's representative on the possible application of the above code sections to this specific transaction. Unless expressly instructed by Seller and Buyer herein, Buyer understands that Escrow Holder will NOT assist in obtaining a waiver from withholding from the Franchise Tax Board. Should Buyer and Seller herein direct Escrow Holder to undertake any activities pursuant to the withholding provisions under California law, Buyer and Seller agree to cooperate fully in providing necessary information to Escrow Holder. Buyer and Seller agree to indemnify and hold Escrow Holder harmless in the event of noncompliance resulting from information supplied by either Buyer and/or Seller. For additional information concerning the withholding provisions under the code sections referenced above, please contact the Franchise Tax Board-Withhold-at-Source Unit at (888) 792-4900, P.O. Box 651, Sacramento, CA 95812-0651. Web address: www.ftb.ca.gov 19. ENCUMBRANCES Escrow Holder is to act upon any statements furnished 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 determined 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 I 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. 20. ENVIRONMENTAL ISSUES Escrow Holder has made no investigation concerning said property as to environmental/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. Escrow Holder is released of any responsibility and/or liability in connection therewith. 21. 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. Initials N� Page 6 Escrow No.: 09290637-918-GKD 22. 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. 23. FACSIMILE/ELECTRONIC SIGNATURE Escrow Holder is authorized and instructed that, in the event any party utilizes a "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. Electronic Signature are not acceptable on recordable_documents. "Electronic Signature"means, as applicable, an electronic copy or signature complying with California Law. 24. CLARIFICATION OF DUTIES Legal Advice: Commonwealth Land Title Company serves ONLY as an Escrow Holder in connection with these instructions and cannot give legal advice to any party hereto. Sufficiency/Correctness: 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, nor 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. Executed Instructions: The agency and duties of Escrow Holder commence only upon receipt of copies of these Escrow Instructions executed by all parties. No Duty To Notify As To Other Transaction: Escrow Holder shall have no duty or responsibility to notify any party to this escrow of any sale, resale, loan, exchange or other transaction involving the property which is the subject of this escrow or any profit realized by any person or entity in connection therewith, notwithstanding that Escrow Holder may act as escrow holder for such transaction(s) in this or another escrow(s). Record Retention: After the closing or cancellation of this escrow, Escrow Holder shall retain the escrow file(s) pertaining to this escrow for a minimum of five (5) years, after which time Escrow Holder is authorized to destroy or otherwise dispose of such file(s)without notice or liability to the parties hereto. Disclosure Reports: Escrow Holder is not to be concerned with disclosures made by the parties to each other. In the event Escrow Holder receives any disclosure reports requiring signatures or approval by a party, Escrow Holder's only responsibility will be to forward the report to the appropriate party. 25. FAILURE TO CLOSE TIMELY If the conditions for closing this escrow have not occurred at the time set forth herein for closing, Escrow Holder is nevertheless to continue to act hereunder and to close this escrow as soon thereafter as such conditions (except as to time) shall have been met, unless any party shall have made a written demand on Escrow Holder for cancellation of this escrow and/or for the return of any funds and/or documents deposited by such party. 26. FUNDS HELD IN ESCROW When the company has funds remaining in escrow over 90 days after close of escrow or estimated close of escrow, the Company shall impose a monthly holding fee of$25.00 that is to be charged against the funds held by the Company. Any funds remaining in the file or principals failure to negotiate funds issued by escrow holder may result in the funds being escheated to the State of California's Unclaimed Property. This process includes a due diligence period through our local and corporate offices. Any refunds requested during this process may take up to 6 months. Refunds requested through the State of California are not controlled by escrow holder. For more information about the State of California Unclaimed property visit: www.sco.ca.gov. 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 PRECEEDING PAGES AND FURTHER SIGNIFIES THAT I HAVE READ AND UNDERSTAND THESE GENERAL PROVISIONS. Commonwealth Land Title Company conducts escrow business under Certificate of Authority No. 285 issued by the California Department of Insurance. SELLER: BUYER: Initials Page 7 Escrow No.: 0 Ci6 -91 - ' Redlands 7/11 Associates, City f l municipal corporation CaliforniaGeneral Partnership By: _ Name: Its: Its: ATTEST: 1 : Name: Its: ' Initials :M _ page BOLE-502-A(P1)REV.12 (05-13) PRELIMINARY CHANGE OF OWNERSHIP REPORT To be completed by transferee(buyer)prior to a transfer of subject property. in accordance with Section 480.3 of the Revenue and Taxation Code. A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office for the county where tine property is located. ESCROW NO.:09290637-918-GKD NAME AND MAILING ADDRESS OF BUYER/TRANSFEREE TITLE NO.: (Hake necersruy corrections to the printed none wrd nailing address) City of Redlands,a municipal corporation ASSESSOR'S PARCEL NUMBER P.O.Box 3005 0292-157-05,0292-157-31,0292-157-06 Redlands,CA 92373 SELLER/TRANSFEROR Redlands 7/11 Associates,a California General Partnership BUYER'S DAYTIME TELEPHONE NUMBER BUYER'S EMAIL ADDRESS STREET ADDRESS OR PHYSICAL LOCATION OF REAL PROPERTY 1601 and 1615 W.Redland Blvd.,Redlands,CA MAIL PROPERTY TAX INFORMATION TO(NAME) City of Redlands,a municipal corporation ADDRESS ❑YES ®NO This properly is intended as my principal residence, If YES,please indicate the date of occupancy MO DAY YEAR or intended occupancy. PART I: TRANSFER INFORMATION Please complete all statements. This section contains possible exclusions from reassessment for certain types of transfers. YES NO ❑ ® A. This transfer is solely between spouses(addition or removal of a spouse,dealh ofa sponse,divorce selilemeni,etc.). ❑ ® B. This transfer is solely between domestic partners currently registered with the California Secretary of State(addilion or removal of a ptrriner, death of a partner,lermivation seldement,etc.). ❑ © * C. This is a transfer: ❑between parent(s)and child(ren) ❑ from grandparent(s)to grandchild(ren). ❑ © D. This transfer is the result of a cotenant's death. Date of death ❑ © * E. This transaction is to replace a principal residence by a person 55 years of age or older. Within the same county? ❑YES ❑NO ❑ D * F. This transaction is to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code section 69.5. Within lite sante county? ❑YES 13 NO ❑ 10 G. This transaction is only a correction of the name(s)of the person(s)holding title to the property(e.g.,a imine change upon marriage). If YES,please explain: ❑ ❑ H. The recorded document creates,terminates,or reconveys a lender's interest in the property. ❑ 1B I. This transaction is recorded only as a requirement for financing purposes or to create,terminate,or reconvey a security interest(e.g.,cosigner). If YES,please explain: ❑ ® J. The recorded document substitutes a trustee of a trust,mortgage,or other similar document. K. This is a transfer of property: ❑ ® 1. to/from a revocable trust that may be revoked by the transferor and is for the benefit of ❑the transferor,and/or ❑the transferor's spouse ❑registered domestic partner. ❑ 2. to/from a trust that may be revoked by the creator/grantor/trustor who is also a joint tenant,and which names the other joint tenants)as beneficiaries when the creator/grantor/trustor dies. ❑ ❑ 3. to/from an irrevocable trust for the benefit of the ❑creator/grantor/trustor and/or ❑grantor's/trustoes spouse ❑grantor's/trustor's registered domestic partner_ ❑ K❑ L. This property is subject to a lease with a remaining lease term of 35 years or more including written options. ❑ © M. This is a transfer between parties in which proportional interests of the transferor(s)and transferee(s)in each and every parcel being transferred remain exactly the same after the transfer. ❑ ® N This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictions. ❑ ® * O. This transfer is to the first purchaser of a new building containing an active solar energy system. *Please refer to the instructions for Part 1. Please provide any other information that will help the Assessor understand the nature of the transfer. THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION HOE st7"-A VP2 RPV 12(0 ht) P'a RT"2. oT HER"I RAN F'ER INFORMATION Check canal cra nit7lefe rtc applicr ble A,: Date of transfer,if other than recordinaa date: B Type Of transfer: 11 Purchase D Foreck sure 13 Gift OTradeorexchange ®lwter;^er,stack,or ptrrtnership acquisition(For at BOE-}t7{)_B) 0 Contract(if sale- Daatets("cr:,rtaa`u�i,.....: 0Inherataatee. Date ofdearh 11 Sale`leaseback 13 Creation of a lease 13 Assignnaent of lease n Termination of a lease.Cate lease began: Original term in years(including a43rauen ojoions),__ Remaining term in years(it cludurg o,raten ojrovins•) 0 Other. Please explain C. Only a partial interest in the properly was transferred. 0 YES EI NO If ES,indicate the percentage transferied. PART 3. PURCHASE PRICE E:AND TERI MS OF SALE Check and c'rruiplete as criOp ic•able. & Total purchase pricer ' B. Cash down payment or vaaltac of trade or exchange excluding ch)%ing costs Amount S C, First deed of trust F. �'a s`ntcras#ftir � 1±cats. Monthly payment S_ Arrioun: 0 FRA f leis sitar t Points) l Cal-Vet 0 VA(,, Discount Points) Fixed rate: 0 Variable rata:. I2 B:nl,Saw haps&LuaarvC iedit t_rutnn 0 Loan carried by seller CI Balloon Payment S Due thus: D. Second deed of trust(,z; _ %Interest for years, Monthly payment S_ Ani un ® C _..w. ._ ... Faxed rate Variable rate. 0 Bankl,'Saas ings&Loan/Credit Union 0 h haat carried by seller 0 Balloon payment 5 _� flue date, I,,; Was ata improvement Bond or Lather publie Bina icing assumed by the buyer'" 0 Y FS 0 NO Outsianding BAzi ce S F, A timan,if awry-of real estate commission fees paid by the buyer which are not included in the purchase price Cl, The property was purchaserF 0 Through real estate broker,Breaker name Phone number:A J___, El Direct from seller 0 Froom a tattaily ttacmtaer®tCela inrtship Other. Please explasn - II: Please explain any special terms,seller concessions,broker/agent fires waived,financing,and any gather information le.g.,buyer assumed the existing lagan balance) that would assist the Assessor in the valuation of your property. I'AFIT 4. PROPERTY INFORMATION Ch ck-dud corer}tew as al)pllrrible. A, Type cu'property transferred, 0 Single-family residence 0 Co-op/Own-your-own 0 Manufactured horne 0 Multiple-faintly residence, Number of units: 0 Condominium 0 Unimproved lot El Clther.Description:(Le_bother,mineral,water rights„etc,) CI Timeshare 0 Cnnartaereaa'b,"IndustriaGl argued #aase ov R, C3 YES 0 NO Personal/business property.or incentives-provided by seller to buyer are included it:the purchase price; Examples of personal property are furniture,forget equipment,machinery,etc.,Examples of incentives are club memberships,etc, Attach list if available;._ If YES,enter the value If the personal.h ouness lire>laerty° $ _d" C, 0 YES EI NO aY manufactured horse is included in the purchase phare. If YES,:enter the value attributed to the manufactured hnsne: S YES ONO `ire manufactured home is subject to local property tart, I I'NO,enter decal number: D 0 YES 19 NO The property produces rental or other income. If YES,the income is fraena,; 0 Lr:asefrent El Contract El Mineral rights ©Other:_-- E'. The condition alitiorr aafthe property at the time of sale was. 0 Good vac€ Average 0 Fair 0 Po ert CERTIFICATION I xer£i it(or declare) that tyre vuig*oupg carrel all€ntbr•araalion lemon, a"rza°hiding aIry ac'coinjout"ting statements or r ocurtzems,, is trace and rorrec•t to the best of raUa k-11 itsled u carni elief SIGN R.OFB 'Ek' NSF�"ta,r=EORCORP r RArEOFFICER � DaIT ...".�TEL P�k�PONE 5,wwtt•01'nt YEWT "-SF MLD.LE ti9 RP 9 R..# i"�r 1T&&'f.P`1JY9#'C)R,"i k rDi hlC k:k-dt.k�1 P;t'421N'9"ti TIME' EMAIL ADDRESS s TE The:ysscssur s office meow°contact,you for additional information regarding;this transaction. SamIr S , i ;F Ier BOE-502-A(P3)REV.12 (05-13) ADDITIONAL INFORMATION Please answer all questions in each section, and sigh and complete the certification before filing. This form may be used in all 58 California counties. If a document evidencing a change in ownership is presented to the Recorder for recordation without the concurrent filing of a Preliminaip Change of Dimer strip Report,the Recorder may charge an additional recording fee of twenty dollars($20). NOTICE: The property which you acquired may be subject to a supplemental assessment in an amount to be determined by the County Assessor. Supplemental assessments are not paid by the title or escrow company at close of escrow, and are not included in lender impound accounts. You may be responsible for the current or upcoming property taxes even if you do not receive the tax bill. NAME AND MAILING ADDRESS OF BUYER: Please make necessary corrections to the printed name and mailing address. Enter Assessor's Parcel Number,name of seller,buyer's daytime telephone number,buyer's email address,and street address or physical Iocation of the real property. NOTE: Your telephone number and/or email address is very important. If there is a question or a problem,the Assessor needs to be able to contact you. MAIL PROPERTY TAX INFORMATION TO: Enter the name,address,city,state,and zip code where property tax information should be mailed. This must be a valid mailing address. PRINCIPAL RESIDENCE: To help you determine your principal residence, consider(1) where you are registered to vote, (2) the home address on your automobile registration,and(3)where you normally return after work. If after considering these criteria you are still uncertain, choose the place at which you have spent the major portion of your time this year. Check YES if the property is intended as your principal residence,and indicate the date of occupancy or intended occupancy. PART 1: TRANSFER INFORMATION If you check YES to any of these statements,the Assessor may ask for supporting documentation. C,D,E,F: If you checked YES to any of these statements,you may qualify for a property tax reassessment exclusion,which may allow you to maintain your property's previous tax base. A claim form must be filed and all requirements met in order to obtain any of these exclusions. Contact the Assessor for claim forms. NOTE: If you give someone money or property during your life,you may be subject to federal gift tax. You make a gift if you give property (including money), the use of property,or the right to receive income from property without expecting to receive something of at least equal value in return. The transferor(donor)may be required to file Fornr 709,Federal Gift Tax Return,with the Internal Revenue Service if they make gifts in excess of the annual exclusion amount. G. Check YES if the reason for recording is to correct a name already on title (e.g., Mary Jones, who acquired title as Mary J. Smith, is granting to Mary Jones). This is not for use when a name is being removed from title. H: Check YES if the change involves a lender,who holds title for security purposes on a loan,and who has no other beneficial interest in the property. "Beneficial interest" is the right to enjoy all the benefits of property ownership. Those benefits include the right to use, sell, mortgage,or lease the property to another. A beneficial interest can be held by the beneficiary of a trust,while legal control of the trust is held by the trustee. I: A"cosigner"is a third party to a mortgage/loan who provides a guarantee that a loam will be repaid. The cosigner signs an agreement with the lender stating that if the borrower fails to repay the loan,the cosigner will assume legal liability for it. M: This is primarily for use when the transfer is into,out of, or between legal entities such as partnerships,corporations,or limited liability companies. Check YES only if the interest held in each and every parcel being transferred remains exactly the same. N. Check YES only if property is subject to subsidized low-income housing requirements with governmentally imposed restrictions;property may qualify for a restricted valuation method(i.e.may result in lower taxes). O. If you checked YES,you may qualify for a new construction property tax exclusion. A claim form must be filed and all requirements met in order to obtain the exclusion. Contact the Assessor for a claim form. PART 2: OTHER TRANSFER INFORMATION A: The date of recording is rebuttably presumed to be the date of transfer. If you believe the date of transfer was a different date(e.g.,the transfer was by an unrecorded contract,or a lease identifies a specific start date),put the date you believe is the correct transfer date. If it is not the date of recording,the Assessor may ask you for supporting documentation. B: Check the box that corresponds to the type of transfer. If OTHER is checked,please provide a detailed description. Attach a separate sheet if necessary. BOE-502-A(N)REV.12 (05-13) PART 3: PURCHASE PRICE AND TERMS OF SALE It is important to complete this section completely and accurately. The reported purchase price and terns of sale are important factors in determining the assessed value of the property, which is used to calculate your property tax bill. Your failure to provide any required or requested information may result in an inaccurate assessment of the property and in an overpayment or underpayment of taxes. A. Enter the total purchase price,not including closing costs or mortgage insurance. "Mortgage insurance" is insurance protecting a lender against loss from a mortgagor's default, issued by the FHA or a private mortgage insurer. B. Enter the amount of the down payment,whether paid in cash or by an exchange. If through an exchange,exclude the closing costs. "Closing costs" are fees and expenses,over and above the price of the property,incurred by the buyer and/or seller,which include title searches,lawyer's fees,survey charges,and document recording fees. C. Enter the amount of the First Deed of Tnist,if any. Check all the applicable boxes,and complete the information requested. A "balloon payment" is the final installment of a loan to be paid in an amount that is disproportionately larger than the regular installment. D. Enter the amount of the Second Deed of Trust,if any. Check all the applicable boxes,and complete the information requested. E. If there was an assumption of an improvement bond or other public financing with a remaining balance,enter the outstanding balance,and mark the applicable box. An"improvement band or other public financing" is a lien against real property due to property-specific improvement financing, such as green or solar construction financing,assessment district bonds,Mello-Roos(a form of financing that can be used by cities, counties and special districts to finance major improvements and services within the particular district) or general improvement bonds,etc. Amounts for repayment of contractual assessments are included with the annual property tax bill. F. Enter the amount of any real estate commission fees paid by the buyer which are not included in the purchase price. G. If the property was purchased through a real estate broker,check that box and enter the broker's name and phone number. If the property was purchased directly from the seller (who is not a family member of one of the parties purchasing the property), check the "Direct from seller"box. If the property was purchased directly from a member of your family,or a family member of one of the parties who is purchasing the property,check the"From a family member"box and indicate the relationship of the family member(e.g.,father,aunt,cousin,etc.). I€the property was purchased by some other means (e.g., over the internet, at auction, etc.), check the "OTHER" box and provide a detailed description(attach a separate sheet if necessary). H. Describe any special ternis(e.g.,seller retains an unrecorded life estate in a portion of the property,etc.), seller concessions(e.g.,seller agrees to replace roof, seller agrees to certain interior finish work, etc.), broker/agent fees waived (e.g.,fees waived by the broker/agent for either the buyer or seller), financing,buyer paid commissions,and any other information that will assist the Assessor in determining the value of the property. PART 4: PROPERTY INFORMATION A. Indicate the property type or property right transferred. Property rights may include water,timber,mineral rights,etc. B. Check YES if personal, business property or incentives are included in the purchase price in Part 3. Examples of personal or business property are furniture, fame equipment, machinery, etc. Examples of incentives are club memberships (golf, health, etc.), ski lift tickets, homeowners' dues, etc. Attach a list of items and their purchase price allocation. An adjustment will not be made if a detailed list is not provided. C. Check YES if a manufactured home or homes are included in the purchase price. Indicate the purchase price directly attributable to each of the manufactured homes. If the manufactured home is registered through the Department of Motor Vehicles in lieu of being subject to property taxes,check NO and enter the decal number, D. Check YES if the property was purchased or acquired with the intent to rent or lease it out to generate income,and indicate the source of that anticipated income. Check NO if the property will not generate income,or was purchased with the intent of being owner-occupied. E. Provide your opinion of the condition of the property at the time of purchase. If the property is in"fair"or"poor"condition, include a brief description of repair needed. Lawyers Title Company 1.1 k. L4100 Newport Place Drive ..__,.._ _ .,.. ._.._ quite 10 Newport Beach, CA 9 660 Phone: (949) 724-3170 Paragon Partners, LTD Our File o: 09307761 5762 Bolsa Ave #201 Title Officer: Chris i aziar Huntington Beach, CA 92649 e-mail: unitlO@Itic.com, Phone: (949) 724-3170 Attn: Michael Boss Fax: (949) 256-5740 Your Reference No: 0792-157-05,06,31 Property Address: 1601 REDLANDS BLVD, City Of Redlands, California PRELIMINARY REPORT (V4) Dated as of February 5, 2014 at 7.30 a.m. In response to the application for a policy of title insurance referenced herein, Lawyers Title' Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy fortes. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitrationrr clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties, Limitation on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are alsosetforth in Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report: The policy(s) of title insurance to be issued hereunder will be policy(s) of Commonwealth Land Title Insurance Company. Please read the exceptions shown or referred to below andthe exceptions and;exclusions set forth in Attachment One of this.report carefully. The exceptions and exclusions>,are meant to provide you with notice of matters which are not covered:trader the terms of the title insurance policy and should be carefully considered. Zt is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens,,defects, and"encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby, If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested, CLTA Preliminary Report Form - Modified (11-17-06) Page 1 File No: 09307761 SCHEDULEA The form of policy of title insurance contemplated by this report is. ALTA Standard Owners Policy (6-17-06) The estate or interest in the land hereinafter described or referred to covered by this report is: FEE Title to said estate or interest at the date hereof is vested in: Redlands '7/11 Associates, a California General Partnership The land referred to herein is situated in the County of SAN BERNAR INN, State of California, and i described as follows SEE EXHIBIT"A" ATTACHED HERETO AND MADE A PART HEREOF LTA Preliminary Report Form- Modified 11-17-0 Page 2 File No: 09307761 EXHIBIT "A" All that certain real property situated in the County of San Bernardino,: State of California,, described as folly Parcel That portion of Block 12 of Barton Ranch, in the Cit' of Redlands, County f San Bernardino, to of California, as per plat thereof recorded in Book 6 f Maps, Page 19, Records of saidCounty, described as follows: Beginning t the intersection f the Southline of Colton Avenue, " the West line of Alabama Street; Thence West along the Southline I It Avenue,; 93 feet; Thence South it f 90 feet on a line parallel to the est line of Alabamatrt Thence East a distancef 93 feet on the line parallelto the South line of said Colton venues Thence North on the West line of Alabama Street, a distancef 90 feet t the point of beginning. Excepting therefrom that portion of said land conveyed to the Cityf Redlands, a municipal corporation, as setforth and describedthat certain documentrr rt , 1979 In Book 9791, Page 696 of Official Records..- Parcel That portion of Block , of Barton Ranch, in the Cityf Redlands, County f San Bernardino, tate of California, as per plat thereof recorded in Book 6 of Maps, Page 19, Records of said CountV, described as follows: Commencing t't intersection f the Southline f Colton Avenue, and the West lire of Alabama Street; Thence South along the West lines of Alabama Street, 90 feet to the true pint ofbeginning; Thence from true i f beginning West parallel to the South line f Colton Avenue, 93 feet; Thence Southr ll I to the West ling of Alabama Street,. feet; Thence East parallel to the Southline of Colton Avenuefeet to the West line of Alabama Street; Thence Northfeet to the true point of beginning. Parcel That portion of the Northeast quarter f Block 12, Barton Ranch,, in the City f Redlands, Countyf San Bernardino, State of California,, as per CLTA Pre€imn n rY Report Form -Modified (11-17-06) Page File o 09307761 Map recorded in Book 6, Page 19 of Maps, In the officeCounty Recorder of said t , described as folly Commencingt the centerlineintersection of Redlands Boulevard (100.00 feet ide) (Colton Avenuer said Barton Ranch) andAlabama Street feet wide),- erre along the centerlinef said RedlandsBoulevard, North 890 "' est, 133.00 feet,* Thence leaving saidcenterline 1, ' " East, 50.00 feet to the Southerly line of said RedlandsBoulevard true in of beginning; Thence along said Southerlylines "' est, 1,32.01 feet to the Northerly terminus f that certain course which bearsNorth,, 141.25 feet in the boundary of Parcel I of Parcel Map No. 2863, filed in Book 30, Pages 68 and 69 f Parcel Maps.. Records of said County-, alongThence i course South 1,0 a East, 141.25 feet Thence South 890 43' 37" East, 132.01 feet, Thence North " est, 141.25 feet to the true int of beginning. APNs , 06, 31 Assessor's Parcel Number: 0292-157-05,06,3 Ci_TA Preliminary Report Porn - Modified (11-17-06) Page 4 File No: 09307761 SCHEDULE B - Section A The following exceptions will appear in policies when providing standard coverage as outlined below: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor of material not shown by the Public Records. CLTA Preliminary Report Form —Modified (11-17-06) Page 5 File No; 09307761 SCHEDULE B - Section A The following exceptions will appear in policies when providing standard coverage as outlined below: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor of material not shown by the Public Records. CLTA Preliminary Report Form—Modified (11-17-06) Page 5 File No: 09307761 3, Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not hmited to those based upon race, color, religion, sex, Sexual orientation, farnifial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document Recording No: In Book 32, Page 166 of Official Records Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the fien of any mortgage or deed of trust made in good faith and for vatue. 4e Easernent(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: pipelines Recording No: In Book 185, Page 291 of Official Records Reference is hereby made to said document for full particulars, 5. An irrevocable offer to dedicate an easement over a portion of said Land for Purposes): public road Recording Date: March 15, 1978 Recording No: In Book 9389, Page 1401 of Official Records Affects: said laird more particularly described therein. 6. Matters contained in that certain clocurnent Entitled,- Lien Agreement to Secure Construction of Public Improvements Dated: October 13, 1987 Executed by: City of Redlands, a municipal corporation and Redlands 7-11 Associates Recording Date: December 10, 1987 Recording No: as Instrument No, 87-434240 of Official Records Reference is hereby made to said docurnent for full particulars. 7Matters contained in that certain document Entitled: Easement Agreement Dated: April 27, 1989 Executed by- Redlands Shopping Center, Associates, a California General Partnership and Redlands 7/11 Associates, a California General Partnership Recording Date: May 3, 1989 Recording No, as Instrument No, 89-158359 of Official Records Reference is hereby made to said document for full particulars, The matters contained in a document entitled 'First Amendment to Easement Agreement" recorded February 20, 1990 as Instrument No. 90-066210 of Official Records, Reference is made to said document for full particulars CcTA Preiiminary Report Form - Modified (11-17-06) Page 7 File No: 09307761 , A sublease with certain terms, covenants, conditions and provisions set earth therein. Lessor:; Redlands 7/11 Associates, a California General Partnership Lessee: 7-Eleven, Inc., a Texas corporation Recording mate: January 12, 2010 Recording No: as Instrument No. 2010-0013203 of Official Records The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein, Affects: The herein described Land and ether land. A lien for unsecured property' taxes filed by the tax coHector of the county shown, for the amount set forth, and any other amounts due, County-, Sara Bernardino Fiscal Year: 2010-2011 Taxpayer:: John Thompson County Identificatior, Number: 452482 Amount .78 Recording late: November 18, 2010 Recording No: as Instrument No, 2010-0491666 of Official records 10,A lien for unsecured property, taxes filed by the tax collector of the county shown, for the amount set forth; and any other amounts dire. County: San Bernardino Fiscal year. 201:1-2012 Taxpayer: Iohn Thompson County Identification Number:: 480587 Amount: $618,95 Recording Date November 15, 2011 Recording No: as IhstrUment No.. 2011-0485304 of Official Records 11.A Bien for unsecured property taxes filed by the tax collector of the county shown, for the amount set forth, and any other amounts due: County: Sari Bernardino Fiscal Year: 201:2-2011.2 Taxpayer: John Thompson County Identification Number: 496078: Amount: $618,9 Recording Date: November 9, 2012 Recording,No: as Instrument No. 2012-04 68454 of Official Records 12. Please be advised that our search did not disclose any open heeds of Trust of record. If you; should have knowledge of any outstanding obligation, please contact the Title Department lrnmediately fon farther review prior to closing. 13, Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records, 14, Discrepancies, conflicts 'in boundary lines, shortage in area, encroachments, or any other matters which a correct surveys would disclose and which are not shown by the public records, LTA Preliminary Report Form = Modified 111-1.7-06 Page 8 File o: 09307761 5, Any easements not disclosed by the public records as to matters affecting title to real property, whether or not said easements are visible and apparent„ 6, Matters which may be disclosed by an inspection and/or by a correct ALTA/ACSM Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof, 17, A pending court action as disclosed by a recorded notice:. Plaintiff» City of Redlands Defendant;; Redlands 7/11 Associates, a California general partnership; _ 7-Eleven, Inc., a Texas corporation;; Avis Budget; Group Inc,, a Delaware corporation; QC Financial Services of California! Inc., :a California corporation doing business as California BridgetFinance; lA 'l Cold, LLC, a C lifornla limited liability company doing business as AAA Gold Exchange County: Sart Bernardino Court: Superior Court of California Vase Flo::: CI DS1315472 _ Mature of Action: Eminent Domain am Recording Cate: December 27, 2R13 Recording No: 2013-551791, of Official Records SCHEDULEEND OF TI PLEASE REFERTO T "NOTES T SECTION- WHICH FOLLOWS C TO COMPLETE THIS TRANSACTION CL"tA Preliminary Deport Form- Modified I11-17-06 Page 9 File leo 09307761 REQUIREMENTS SECTION', REQ NO. 1: Furnish for recordation Certificate of Partnership Partnership Agreement Memorandum of Partnership Agreement Name of Partnership: Redlands 7/11 Associates, a California General partnership The Company reserves the right to add additional items or make further requirements after review of the requested dOCU mint tion; REQ N , , The Company wili require that the attached "Owner's Information=Statement" be completed by the owner of the estate described or referred to in SchedUle A immediately prior to the close of this transaction and be returned to us, The purposes of the Owner's Information statement is to provide the Company with certain information that cannot necessarily be asceitained by roaring a physical inspection of the land, CLTA Preliminary Report Form- Modified (11-17-0 Page 10 File No: 69307761 INFORMATIONAL NOTES SECTION OTE NO. 1; The information on the attached plat is provided for your convenience as a guide to the general location of the subject property. The accuracy of this plat is not guaranteed, nor is it a part of any policy, report or guarantee to which it may be attached. NOTE NO. 2; California insurance code section 12413.1 regulates the disbursement of escrow and sub-escrow funds by title companies. The law requires that funds be deposited in the title company escrow account and available for withdrawal prior to disbursement. Funds deposited with the company by wire transfer may be disbursed upon receipt. Funds deposited with the company via cashier's check or teller's check drawn on a California based bank may be disbursed on the next business day after the day of deposit. If funds are deposited with the company by other methods, recording and/or disbursement may be delayed: All escrow and sub-escrow funds received by the company will be deposited with other escrow funds in one or more non-interest bearing escrow accounts of the company in a financial institution selected by the company. The company may receive certain director indirect benefits from the financial institution by reason of the deposit of such funds or the maintenance of such accounts with such financial institution, and the corrin shall have no obligation to account to the depositing party in any manner for the value of, or to pay to such party, any benefit received by the company. Those benefits my include, without limitation, credits allowed by such financial institution on loans to the company or its parent company and earnings on investments made with the proceeds of such loans, accounting, reporting and other services and products of such financial institution; Such benefits shall be deemed additional compensation of the company for its services in connection with the escrow or,sub-escrow. WIRING INSTRUCTIONS FOR THIS OFFICE ARE: V ells Fargo Bank, NA 426 Montgomery 6t San Francisco, Cad 94164 .AEA r 121000248 Credit to: Lawyers Title Company Account #4122109614 E: 69367761-CMC-903 PLEASE INDICATE COMMONWEALTH LAND TITLE COMPANY ESCROWOR TITLE ORDER NUMBER NOTE NO. 3: Lawyers Title is a division of Commonwealth Land Title Insurance Company. The insurer in policies of title insurance, when issued in this transaction, will be Commonwealth Land Title Insurance Comrrmpany, CLTA Preliminary Deport Farm - Modified (11-17-06) Page 11 File No: 09307761 ' NOTE NO, 4: The Company requires current beneficiary demands prior to closing. If the demand is expired and a current demand cannot be obtained, our requirements will be as follows: a) If the Company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment. This hold will be in addition to the verbal hold the lender may have stipulated. b) If the Company cannot obtain a verbal update on the demand, we will either pay ~., the expired demand or wait for.~e amended demand, at our discretion, All payoff figures are verified at closing, If the customer's last payment was made - ~ within.15 days of closing, our Payoff Department may hold one month's payment to insure the check has cleared the bank (unless a copy of the cancelled check is provided, in which case there will be no hold), ' ' ` Typist: - Date Typed, ' ` ' - � ' ^ ' - - ' CCTA Preliminary Report Form- Modified (11-17-06) Page 12 ATTACHMENT ONE CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY—1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: 1. (a) Any law,ordinance or governmental regulation (including but not limited to building or zoning laws, ordinwices,or regulations)restricting, regulating,prohibiting or relating(i)the occupancy,use,or enjoyment of the land;(ii)the character,dimensions or location of any improvement now or hereafter erected on the land:(iii)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part;or(iv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien,or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by Etre insured claimant; (b) not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy,or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim,which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender,by reason of die operation of federal bankruptcy,state insolvency or similar creditors'rights laws. EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART I This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 2. Any facts,rights,interests,or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements,liens or encumbrances,or claims thereof,not shown by the public records. 4. Discrepancies,conflicts in boundary lines,shortage in area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by the public records. 5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof:(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records. 6. Any lien or right to a Gen for services,labor or material not shown by the public records. Attachment One (Revised 06-03-11) CA, NV, HI and Guam Page 13 File No: 09307761 CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE(02-03-10) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B,You are not insured against loss,costs,attomeys'fees,and expenses resulting from: 1. Governmental police power,and the existence or violation of those portions of any law or goverment regulation concerning: a. building; b. zoning; C, land use; d. improvements on the Land; e. land division;and E environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a.,14,15,16,18,19,20,23 or 27. 2. The failure of Your existing structures,or any part of them,to be constructed in accordance with applicable building codes.This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it.This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created,allowed,or agreed to by You,whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date,but not to Us,unless they are recorded in the Public Records at the Policy Date; C. that result in no loss to You;or d. that first occur after the Policy Date-this does not limit the coverage described in Covered Risk 7,8.e.,25,26,27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A;and b. in streets,alleys,or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 1 I or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy,state insolvency, or similar creditors'rights laws. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: • For Covered Risk 16,18,19,and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Our Maximum Dollar Your Deductible Amount Limit of Liability Covered Risk 16: 1.00%of Policy Amount Shown in Schedule A or $10.000.00 $2.500.00 (whichever is less) Covered Risk 18: 1.00%of Policy Amount Shown in Schedule A or $25.000.00 $5,000.0_0 (whichever is less) Covered Risk 19: 1.00%of Policy Amount Shown in Schedule A or $25,000.00 $5.000.00 (whichever is less) Covered Risk 21: 1.00%of Policy Amount Shown in Schedule A or $5.000,00 $2,500.00 (whichever is less) Attachment One(Revised 06-03-11) CA,NV,I-II and Guam) Page 14 File No: 09307761 AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY(6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B,you are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Governmental police power,and the existence or violation of any law or government regulation.This includes building and zoning ordinances and also laws and regulations concerning: • land use • improvements on the land • land division • environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks, 2. The right to take the land by condemning it,unless: • a notice of exercising the right appears in the public records • on the Policy Date • the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: • that are created,allowed,or agreed to by you • that are known to you,but not to us,on the Policy Date—unless they appeared in the public records • that result in no loss to you • that first affect your title after the Policy Date—this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of u right: • to any land outside the area specifically described and referred to in Item 3 of Schedule A OR • in streets,alleys,or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POLICY(06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or expenses that arise by reason of: 1. (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land; (iii) the subdivision of land;or (iv) environmental protection; or the effect of any violation of these laws,ordinances,or governmental regulations.This Exclusion I(a)does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11, 13 or 14);or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. - S. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the lien of the Insured Mortgage,is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated in Covered Risk 13(b)of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records.This Exclusion does not modify or limit the coverage provided under Covered Risk I l(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage.In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE Attachment One(Revised 06-03-11) CA,NV,HI and Guam) Page 15 File No: 09307761 This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)that arise by reason of I. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b)proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings,whether or not shown by the records of such agency or by the Public Records. 2. Any facts,rights,interests,or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records. 4. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records. 6. Any lien or right to a lien for services,labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY(06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not Puy loss or damage,costs,attorneys'fees,or expenses that arise by reason of: I. (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land; (iii) the subdivision of land;or (iv) environmental protection; or the effect of any violation of these laws,ordinances,or governmental regulations.This Exclusion I(a)does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects.liens,encumbrances,adverse claims,or other matters (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to die Insured Claimant; (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 9 and 10);or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction vesting the Title as shown in Schedule A,is (a) a fraudulent conveyance or fraudulent transfer;or (b) a preferential transfer far any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage.In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)that arise by reason of: I. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records;(b)proceedings by a public agency that may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the Public Records. 2. Any facts,rights,interests,or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records. 4. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records. 5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records. 6. Any lien or right to a lien for services,labor or material not shown by the public records. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY(07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys' fees or expenses which arise by reason of: I. (a) Any law,ordinance,permit,or governmental regulation(including Umose relating to building and zoning)restricting,regulating,prohibiting,or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land; (iii) the subdivision of land;or (iv) environmental protection', or the effect of any violation of these laws,ordinances,or governmental regulations.This Exclusion 1(a)does not modify or limit the coverage provided under Covered Risk 5,6,13(c),13(d),14 or 16. Attachment One(Revised 06-03-11) CA,NV,HI and Guam) Page 16 File No: 09307761 (b) Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 5,6, 13(c), 13(d),14 or 16. 2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects.liens,encumbrances,adverse claims,or other matters (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11,16, 17, 18,19,20,21,22,23,24,27 or 28);or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury,or any consumer credit protection or truth-in-lending law.This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity.unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy.This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk I I(b)or 25. 8. The failure of the residential structure,or any portion of it,to have been constructed before,on or after Date of Policy in accordance with applicable building codes.This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the lien of the Insured Mortgage,is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated in Covered Risk 27(b)of this policy. Attachment One (Revised 06-03-11) CA,NV,HI and Guam) Page 17 r File No. 09307761 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. FNF Underwritten Title Company FNF Underwriter LTC - Lawyers Title Company CLTIC - Commonwealth Land Title Insurance Co. Available Discounts DISASTER LOANS (CLTIC) 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. EMPLOYEE RATE (LTC and CLTIC) No charge shall be made to employees (including employees on approved retirement) of the Company or its underwritten, subsidiary or affiliated title companies for policies or escrow services in connection with financing, refinancing, sale or purchase of the employees' bona fide home property. Waiver of such charges is authorized only in connection with those costs which the employee would be obligated to pay, by established custom, as a party to the transaction. Notice of Available Discounts Mod. 10/21/2011 Page 18 CD . . tom 1 \ h a 0 O t.�Y i l �•� •-} t p N 3 rn cm moo QmV) l 9 s __ � a •!n � 4 d l `n •-fgl F , d ,:. 611Y5YA YAOp r y: ((.t6: w ,�- •»i / I'Di i .•dam. Ga•C',. ~�"^r V 4 - '. 9. ;� 6 to(.'� `-•- -- _ w is U �� l!!r .6,1• i•i.:tl � i tt. - lwJ� : q' l N ��.. LO CZ a �. n iii 3.1 S= — --Y 14 d$i l-i Y i OWNER'S INFORMATION STATEMENT STATE OF CALIFORNIA COUNTY OF To: Lawyers Title Company (the"Company") Title Order No.: 09307761 Escrow Order No; 09307761-CMC-903 The undersigned,first being duly sworn,deposes and says: 1). That I/we are the owner(s) of that certain real property located In the County of SAN BERNARDINO described in the transaction referenced above: That the land is improved by a-. D Single Family residence: one to four family residence Apartment building Office building 0 Commercial buiWing Combination office and commercial building Industrial building C11 2). That there have been no repairs, work of improvement or materials furnished to the premises within the last 12 months, except That the work of improvement or repairs, if any: * Started on * Was completed on * Wifl be completed on 3). There are no unpaid bills for labor of material because of any improvements or repairs made to the above premises; except 4), That there is no one in possession of or has access to the premises other than: the undersigned tenants based only on month-to-month rental agreements lessees based upon existing leases, copies of which are attached hereto* No tenants or lessees noted above have an option or right of first refusal to purchase the property, 5), That no person(s)other those mentioned above have any rights,easements, licenses, or agreements allowing them to use, encroach on, or travel over said real property except (Enter"none"if such is true) 6). That the undersigned has not received any supplemental tax bill which is unpaid. 7). That this declaration is given for the purpose of inducing the Company and Commonwealth Land Title Insurance Company to issue its policy(ies) of title insurance under the above referenced title order which may provide coverage as to the items mentioned above and the statements made herein are true and correct of my/our knowledge, *Vecibrantfs), please remember to attach copies. Executed under penalty of perjury on the_day of Signature Signature