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HomeMy WebLinkAboutOversight Board - 2015-09 RESOLUTION NO. 2n3 s-09 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING A PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS AND DIRECTING THE CONVEYANCE OF REAL PROPERTY TO PCH BEACH RESORT, LLC WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) ("Redevelopment Law"); and Assembly Bill No X1 26 (2011-2012 1st Ex Sess) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies, and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"), and On June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484", Chapter 26, Statutes 2012). AB 1484 imposes additional statutory provisions relating to the activities and obligations of successor agencies and to the wind down process of former redevelopment agencies, including the preparation of a Long Range Property Management Plan ("LRPMP"), and AB 26 and AB 1484, as further amended, are collectively referred to herein as the ' "Dissolution Act"; and H&S Code Section 34179 of the Dissolution Act establishes a seven (7) member local entity with respect to each successor agency and such entity is titled the "oversight board" The 1 15-5047/129795 docx Resolution No . 2015-09 oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board"). The Oversight Board has fiduciary responsibilities to holders of enforceable obligations and the taxing entities that benefit from distributions of property taxes and other revenues pursuant to H&S Code Section 34188; and Pursuant to H&S Code Section 34191 5(a) of the Dissolution Act, upon the issuance of the Finding of Completion to the Successor Agency, a Community Redevelopment Property Trust Fund ("Trust") will be established to serve as the repository of certain real properties of the former Redevelopment Agency that are identified in the Due Diligence Reviews ("DDRs") by H&S Code Section 34179 5(c)(5)(C) of the Dissolution Act; and i Pursuant to H&S Code Section 34191 5(b) of the Dissolution Act, once the California Department of Finance ("DOF") issues a Finding of Completion to the Successor Agency, the Successor Agency shall prepare a LRPMP that addresses the disposition and use of certain real properties of the former Redevelopment Agency. The LRPMP shall be submitted to the Oversight Board and the DOF for approval no later than 6 months following the issuance of the Finding of Completion to the Successor Agency; and Pursuant to H&S Code Section 34191 4(a) of the Dissolution Act, upon the approval of the LRPMP by the DOF, all real property and interests in real property identified in the DDRs by H&S Code Section 34179 5(c)(5)(C) of the Dissolution Act shall be transferred to the Trust, unless such a property is subject to the requirements of any existing enforceable obligation, and On May 13, 2014, the Successor Agency received its Finding of Completion, and The Successor Agency prepared a proposed LRPMP ("LRPMP") for consideration by the Oversight Board and the DOF; and On November 3, 2014, the Successor Agency approved the proposed LRPMP; and On November 5, 2014, the Oversight Board reviewed and approved the LRPMP which was then sent to DOF on November 7, 2014. On March 3, 2015, the Successor Agency received correspondence from DOF regarding modifications to the LRPMP; and The Successor Agency prepared a proposed Amended LRPMP to address the modifications requested by DOF ("Amended LRPMP") for consideration by the Oversight Board and the DOE On March 23, 2015, DOF approved the Amended LRPMP. DOF confirmed that, pursuant to H&S Code Section 34191.3 of the Dissolution Act, the approved Amended LRPMP "shall govern, and supersede all other provisions [of the Dissolution Act] relating to, the disposition and use of all the real property assets of the former redevelopment agency" and noted that any Successor Agency actions taken pursuant to the Amended LRPMP which require the Successor Agency to enter into a "new agreement" are subject to Oversight Board approval per H&S Code Section 34181(f), which Oversight Board approval must then be submitted to DOF for review and approval; and 2 of 4 15-5047/129795 docx Resolution NO . 2015-09 Successor Agency and PCH Beach Resort, LLC, a California limited liability company ("Buyer"), have negotiated a Purchase and Sale Agreement and Escrow Instructions pursuant to which Buyer would purchase fee title to the hereinafter defined "Property" from the Successor Agency ("Purchase Agreement") The "Property" consists of approximately 15.103 acres of land area, with a street address of 21500 Pacific Coast Highway, bounded by Pacific Coast Highway, Beach Boulevard, Pacific View Drive, and Twin Dolphin, on which Buyer owns and operates the Hyatt Regency Huntington Beach Resort and Spa; and The Amended LRPMP proposed the liquidation/disposition of the Property "ASAP" and identified the Successor Agency was in negotiations with [Buyer] with the goal as being the sale I to the lessee of the land (Buyer); and The anticipated net sale proceeds from the sale of the Property pursuant to the proposed Purchase Agreement will be remitted after the close of escrow to the Orange County Auditor- i Controller's Office for distribution to the taxing entities in accordance with H&S Code Section 1 34191 5(c)(2)(B) of the Dissolution Act, and I The proposed Purchase Agreement will be submitted to the DOF for review if approved by the Oversight Board; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1 The Oversight Board hereby finds and determines that the foregoing recitals are true and correct 2. The Oversight Board hereby approves of the terms of the Purchase Agreement. 3 The Oversight Board hereby approves of and directs the sale and conveyance of the Property from the Successor Agency to Buyer in accordance with the terms and conditions set forth in the Purchase Agreement 4. The Oversight Board hereby approves of the transfer of all of the net proceeds received from the sale of the Property to the Orange County Auditor-Controller and the distribution of such proceeds to the taxing entities 5. The Oversight Board hereby authorizes and directs the Executive Director of the Successor Agency, or his or her designee, to take all actions and sign any and all documents necessary to implement and effectuate the Purchase Agreement and the actions approved by this Resolution as determined necessary by the Executive Director, or his or her designee, to execute all documents on behalf of the Successor Agency (including, without limitation, a grant deed), 3 of 4 15-5047/129795 docx Resolution 2015-09 and to administer the Successoi Agency's obligations, responsibilities and duties to be performed puisuant to this Resolution and the Purchase Agreement 6 If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Oversight Board declares that its Board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution PASSED AND ADOPTED by the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereo eld on the 22nd day of December, 2015. Chairperson REVIE ND APPROVED: INITI ED A -A- ROVED: no �Exe#ive Director Deputy Executive Director APPROVED FORM- 61 Board Counsel 4 of 4 15-5047/129795 docx PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS by and between SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public agency, and PCH BEACH RESORT, LLC, a California limited liability company 12-16-15 V6 TABLE OF CONTENTS Page 1 Definitions. . . . .3 2 Purchase and Sale of Property ...5 3 Purchase Price . 6 4 Payment of Purchase Price . 6 5 Physical and Environmental Condition 6 6 Condition of Title and Grant Deed . . . 7 61 Title Report, Permitted Exceptions 7 62 Title Insurance . 7 7 Escrow and Conditions 7 71 Opening of Escrow and Escrow Instructions 7 72 Close of Escrow 8 73 Buyer's Conditions to Close of Escrow . . . . . . 8 74 Seller's Conditions to Close of Escrow . 9 75 Cooperation Regarding Conditions. . 10 76 Failure of Conditions to Close of Escrow 10 8 Closing Costs 10 9 Deliveries to Escrow Holder .10 91 Deliveries by Seller 10 92 Deliveries by Buyer 11 10 Disbursements and Other Actions by Escrow Holder .11 11 Buyer's Representations and Warranties 11 111 Authority 12 112 No Consents 12 113 No Violations of Agreements .12 114 Binding Agreement . . . . . . 12 115 No Violation of Laws 12 116 Brokers ..12 12 Seller's Representations and Warranties . . 12 121 Authority .. 12 122 No Consents . 13 123 No Violations of Agreements.. .13 124 Binding Agreement .13 125 Broker 13 12-16-15 V6 -1- Page 12.6 No Litigation. . . 13 127 Assessments/Improvements .. . . 13 128 Bankruptcy 13 129 Compliance .. 13 1210 Foreign Person 13 13 General Provisions. 14 13 1 Events of Default . 14 132 Legal Fees 14 133 Brokers and Finders 15 134 Notices 15 135 Survival . .. 16 136 Successors and Assigns 16 137 Required Actions of Buyer and Seller 16 13 8 Entire Agreement........ . . . . 16 139 Time of Essence 17 13 10 Counterparts . 17 1311 Severabihty 17 1312 Headings . . .. 18 1313 Construction 18 13 14 No Waiver 18 13 15 Relationslup Between Parties 18 13 16 Tlurd Party Beneficiaries 18 13 17 Estoppels . . 18 13 18 Indemnity . . . 19 EXHIBITS "A-l" LEGAL DESCRIPTION OF THE LAND "A-2" DEPICTION OF THE LAND "B" FORM OF BLANKET ASSIGNMENT AND BILL OF SALE "C" TITLE REPORT "D" GRANT DEED 12-16-15 V6 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Escrow Instructions ("Agreement") is dated for reference purposes as of&CC 24 2015 ("Effective Date"), and is being entered into by and between SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public agency, corporate and politic (alternatively, "Seller" or "Successor Agency"), and PCH BEACH RESORT, LLC, a California limited liability company ("Buyer") Seller and Buyer are sometimes hereinafter individually referred to as a "Party" and collectively as the "Parties " RECITALS: This Agreement is entered into with reference to the following facts A On or about April 4, 2001, the Redevelopment Agency of the City of Huntington Beach ("RDA"), as lessor, and Buyer, as lessee, entered into a Ground Lease for the lease of that certain real property located in the City of Huntington Beach, County of Orange, State of California, consisting of approximately 15 103 acres of land area, with a street address of 21500 Pacific Coast Highway, bounded by Pacific Coast Highway, Beach Boulevard, Pacific View Drive, and Twin Dolphin Drive, and more particularly described and depicted in Exhibits "A-1" and"A-2"hereto (the"Land"). B The RDA was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code (the "Redevelopment Law") C Assembly Bill No XI 26 (2011-2012 1st Ex Sess ) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 18 (commencing with Section 34161) ("Part 1 8") and Part 1 85 (commencing with Section 34170) ("Part 1 85") to Division 24 of the H&S Code D Pursuant to AB 26, as modified by the California Supreme Courts on December 29, 2011, by its decision in California Redevelopment Association v Matosantos (2011) 53 Cal4t' 231, all California redevelopment agencies, including the RDA, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing, and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies E The City Council of the City elected for the City to serve as the successor agency to the RDA upon the dissolution of the RDA under AB 26 ("Successor Agency"). F On June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No 1484 ("AB 1484", Chapter 26, Statutes 2012) AB 1484 imposes additional statutory provisions relating to the activities and obligations of successor agencies and to the wind down 12-16-15 V6 -1- process of former redevelopment agencies, including the preparation of a Long Range Property Management Plan ("LRPMP") AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act" - G H&S Code Section 34179 of the Dissolution Act establishes a seven (7) member local entity with respect to each successor agency and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency ("Oversight Board") H Pursuant to H&S Code Section 34191.5(b) and (c) of the Dissolution Act, within six (6) months after the California Department of Finance ("DOF") issues a Finding of Completion to the Successor Agency, the Successor Agency is obligated to prepare a LRPMP that addresses the disposition and use of certain real properties of the former RDA, which LRPMP is subject to the review and approval of the Oversight Board and DOF Pursuant to H&S Code Section 341913 of the Dissolution Act, once a LRPMP is approved by DOF the LRPMP shall govern and supersede all other provisions of the Dissolution Act relating to the disposition and use of the properties addressed therein I On May 13, 2014, DOF issued its Finding of Completion to the Successor Agency J Pursuant to the Dissolution Act, the Successor Agency then prepared a proposed LRPMP which included 13 parcels comprising 7 properties, including the Land that is the subject of this Agreement(as Parcel No 5) (the"Original Proposed LRPMP") J On November 3, 2014, the Successor Agency approved the Original Proposed LRPMP L On November 5, 2014, the Oversight Board adopted its Resolution No 2014-06 approving the Initial Proposed LRPMP and the Successor Agency thereafter submitted the Original Proposed LRPMP to DOF M Subsequently, the Successor Agency received correspondence from DOF requesting that modifications be made to the Original Proposed LRPMP and the Successor Agency prepared an amended LRPMP to address the issues/concerns set forth in DOF's request ("Amended LRPMP") N. As noted in the Amended LRPMP, the Successor Agency estimated the current value of the Successor Agency's leased fee interest in the Land at $7,900,000, based on an "appraisal prepared by the highly respected consulting firm of PKF Consulting USA which the Successor Agency's financial consultant has reviewed and accepted" The Amended LRPMP also noted that the existing Ground Lease does not expire until 2097 and the lessee (Buyer)has a right of first refusal if the Successor Agency should sell the Land prior to the end of the Ground Lease term The Amended LRPMP proposed the ligmdation/disposition of the Land "ASAP" and identified the Successor Agency was in negotiations with the Lessee with the goal as being the sale to the lessee of the land (Buyer) for "the agreed upon Fair Market Value price of $7,900,000 " 12-16-15 V6 -2- O. On March 5, 2015, the Oversight Board adopted its Resolution No 2015-05 approving the Amended LRPMP and the Successor Agency thereafter submitted the Amended LRPMP to DOF. P On March 23, 2015, DOF approved the Amended LRPMP (including with respect to the Land), DOF confirmed that, pursuant to H&S Code Section 34191.3 of the Dissolution Act, the approved Amended LRPMP "shall govern, and supersede all other provisions [of the Dissolution Act] relating to, the disposition and use of all the real property assets of the former redevelopment agency," and noted that any Successor Agency actions taken pursuant to the Amended LRPMP which require the Successor Agency to enter into a "new agreement" are subject to Oversight Board approval per H&S Code Section 34181(f), which Oversight Board approval must then be submitted to DOF for review and approval Q. Subject to the necessity of submitting this Agreement to the Oversight Board and DOF, Seller desires to implement the approved Amended LRPMP by selling the Land and other appurtenant rights relating to the Land (collectively, the "Property") to Buyer and Buyer desires to purchase the Property from Seller, all on the terms and conditions set forth in this Agreement COVENANTS Based upon the foregoing Recitals, which are incorporated into this Agreement by this reference, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both Parties, Seller and Buyer agree as follows 1 Definitions In addition to the terms defined elsewhere in this Agreement, as used in this Agreement the terms set forth below shall have the following meanings "Agreement"has the meaning set forth in the first paragraph of this Agreement "Authorities" means the various governmental and quasi-governmental bodies and agencies having jurisdiction over the Property, including, without limitation, the City, the County, the State, and federal agencies, courts, special taxing districts, administrative tribunals, and public and private utilities "Blanket Assignment and Bill of Sale" means the written blanket assignment from Seller to Buyer in the form attached hereto as Exhibit B "Buyer"has the meaning set forth in the first paragraph of this Agreement "Buyer's Closing Conditions" are those conditions to Buyer's obligation to close the Escrow that are set forth in Section 7 3 of this Agreement "Buyer's Title Policy" means the policy of title insurance described in Section 6 of this Agreement "City"means the City of Huntington Beach, California. 12-16-15 V6 -3- "Closing" or "Close of Escrow" means the conveyance by Seller to Buyer of title of the Property Conveyance of the Property shall occur through the Escrow upon recordation of the Grant Deed "Closing Conditions" mean, collectively, the Buyer's Closing Conditions and the Seller's Closing Conditions "Closing Date" has the meaning set forth in Section 7 2 of this Agreement "Default"means each of the events so designated in Section 13 1 of this Agreement "Effective Date" has the meaning set forth in the introductory paragraph of this Agreement "Escrow" means the above described Escrow to be opened with Escrow Holder or, in the event Escrow Holder ceases to exist or fails or refuses to act as Escrow Holder for the transactions contemplated by this Agreement, any other escrow with an Escrow Holder selected by Buyer which is not affiliated with either parry "Escrow Date" is the date Escrow is opened in accordance with Section 7 1 of tlus Agreement "Escrow Holder" means Fidelity National Title Insurance Company in an office located in Orange County, California "Existing DDA"means that certain Amended and Restated Disposition and Development Agreement dated as of September 14, 1998 and entered into by and between the RDA and Mayer Financial, L P , as previously amended by the First Implementation Agreement dated as of May 15, 2000, the Second Implementation Agreement dated as of February 5, 2001, the Third Implementation Agreement dated as of October 20, 2008, the Fourth Implementation Agreement dated as of October 18, 2010, and the Fifth Implementation Agreement dated as of May 16, 2011 "Grant Deed" means the deed by which Seller is to convey the Property to Buyer The form of the Grant Deed to be used in this transaction is attached hereto as Exhibit D, subject to any modifications that may be mutually approved by Seller, Buyer, and Title Company "Hazardous Material" means any substance, material, or waste which is or becomes regulated by the United States government, the State of California, or any local or other governmental authority, including, without limitation, any material, substance, or waste which is (i) defined as a "hazardous waste," "acutely hazardous waste," "restricted hazardous waste," or "extremely hazardous waste" under Sections 25115, 25117 or 25122 7, or listed pursuant to Section 25140 of the California Health and Safety Code, (ii) defined as a"hazardous substance" under Section 25316 of the California Health and Safety Code, (ui) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, (v)petroleum, (vi) asbestos, (vii) a polychlorinated biphenyl, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to 12-16-15 V6 -4- Article 11 of Title 22 of the California Code of Regulations, Chapter 20, (ix) designated as a "hazardous substance"pursuant to Section 311 of the Clean Water Act (33 U.S.0 Section 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act (42 U S C Section 6903), ( xi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U S C Section 9601), or (xii) any other substance, whether in the form of a solid, liquid, gas, or any other form whatsoever, which by any governmental requirements either requires special handling in its use, transportation, generation, collection, storage, treatment or disposal, or is defined as "hazardous" or is harmful to the environment or capable of posing a risk of injury to public health and safety "Hazardous Material Law" means any federal, state, or local law, ordmance, or regulation, any order, demand, or guidance document of any governmental agency or any licenses or permits relating to Hazardous Material "Land" has the meaning ascribed to that term in Recital A and Exhibits "A-I" and "A-2" hereto "Laws" means all federal, state, and local laws, rules, regulations, ordinances, and codes The term "Laws" includes Hazardous Material Laws. "Lender"has the meaning set forth in Section 13 17 of this Agreement "Permitted Exceptions"has the meaning set forth in Section 6 1 of this Agreement "Person" means any natural person or entity, whether an individual, trustee, corporation, partnership, joint stock company, trust, unincorporated association, bank, business association, firm or otherwise "Property" means the Land and all of Seller's right, title and interest in and to all entitlements, easements, rights, mineral rights, oil and gas rights, water, water rights, air rights, development rights and privileges appurtenant thereto and all improvements located thereon, and, in addition, the rights of the declarant under any declaration of covenants, conditions and restrictions recorded against title to the Land, if any, and all items of personal property that may be situated on, in, or under the Land, excluding, however, any recorded dedications existing as of the Effective Date "Purchase Price" means the purchase price for the Property set forth in Section 3 of this Agreement "Seller"has the meaning set forth in the first paragraph of this Agreement "Seller's Closing Conditions" are those conditions to Seller's obligation to close the Escrow that are set forth in Section 7 4 of this Agreement "Title Company"means Fidelity National Title Insurance Company in its Newport Beach office or another office located in Orange County, California 12-16-15 V6 -5- "Title Report" means that certain Preliminary Report issued by the Title Company with respect to the Property dated as of September 15, 2015 (Order No 997-23057604-CT1) A true and correct copy of the Title Report is attached hereto as Exhibit C 2 Purchase and Sale of Property Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property from Seller, in each case upon the terms and subject to the conditions set forth in this Agreement. 3 Purchase Price Buyer's purchase price for the Property shall be the sum of Seven Million Nine Hundred Thousand Dollars ($7,900,000) (the "Purchase Price") 4 Payment of Purchase Price Buyer shall pay the entire Purchase Price through the Escrow by wire transfer of immediately available funds. 5 Physical and Environmental Condition Buyer acknowledges that it has been the ground lessee in possession of the Land since April 4, 2001, that it excavated, filled, and graded the Land and constructed the improvements currently situated thereon, that it remediated the Land in conjunction with its development, that it has continuously owned, operated, and maintained the improvements now situated on the Land for well over a decade, that prior to the commencement date of the Ground Lease an affiliated entity of Buyer leased and occupied the Land for many years, that Buyer is thoroughly familiar with the physical and environmental condition of the Land, and that Buyer is not relying upon any information or knowledge of Seller with respect to any of such matters Accordingly, to the maximum extent permitted by law, Seller shall convey the Property to Buyer in a strictly "AS IS, WHERE IS, WITH ALL FAULTS" physical and environmental condition, with no warranty or representation by Seller, express or implied, regarding the presence of uncompacted fill, the condition of the soils, the geology, seismology, hydrology, or other similar matters on, under, or affecting the Land, the condition of any buildings or improvements located thereon, the presence or absence of any Hazardous Materials, or the Property's compliance with any applicable Hazardous Material Law It shall be the sole responsibility of Buyer, at Buyer's expense, to investigate and determine the soil conditions of the Property and the suitability of the Property for the development to be constructed by Buyer If the soil conditions of the Property, or any part thereof, are not in all respects entirely suitable for the use or uses to which the Property will be put, then it is the sole responsibility and obligation of Buyer to take such action as may be necessary to place the Property and the soil conditions thereof in all respects in a condition entirely suitable for the development of the Property, which may include demolition, clearing, or moving buildings, structures, or other improvements, and removal of Hazardous Materials Buyer hereby further waives, releases, acquits, and forever discharges Seller, the City, their respective officers, employees, and agents, and their successors and assigns with respect to any such matters The foregoing shall not be deemed to limit Buyer's obligations set forth in the Ground Lease prior to the Closing The provisions of this Section 5 shall survive the Closing Buyer acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows 12-16-15 V6 -6- "A general release does not extend to claims wluch the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor" As such relates to the matters addressed in this Section 5, Buyer hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code 6 Condition of Title and Grant Deed 6 1 Title Report, Permitted Exceptions. Within ten(10) days after the Effective Date, Buyer shall review the Title Report and notify Seller and the Title Company in writing of those exceptions to title identified therein that are disapproved by Buyer, which disapproved exceptions shall include but not be limited to the following (collectively, the "Disapproved Title Exceptions") (i) the Memorandum of Lease and Right of First Refusal recorded in the Official Records of the Orange County Recorder on April 18, 2001, as Instrument No 20010232769 (Exception #11), and (ii) the Estoppel Agreement Regarding Ground Lease dated as of July 19, 2013, and recorded in the Official Records of the Orange County Recorder on July 19, 2013, as Instrument No 20130004434292 (Exception #14) The following exceptions to title are hereby approved by Buyer (collectively, the "Permitted Exceptions") (1) non-delinquent property taxes, possessory interest taxes, and assessments(to be paid by Buyer at the Closing in accordance with this Agreement), (u) any pre-panted standard exceptions and exclusions in the Title Company's Title Report, (111) matters affecting the condition of title to the Property created by or with the written consent of Buyer, (iv) the exceptions to title identified in the Title Report that are not among the Disapproved Exceptions listed by Buyer in accordance with the preceding sentence. The Title Policy to be issued at the Closing shall be issued by Title Company subject only to the Permitted Exceptions 62 Title Insurance At the Closing, the Title Company shall issue to Buyer a standard form CLTA Owner's Policy of Title Insurance with liability equal to the Purchase Price, showing fee simple title to the Property vested in Buyer subject only to the Permitted Exceptions (the "Buyer's Title Policy") Buyer may elect by delivery of written notice to the Title Company to obtain additional coverage, to upgrade to an ALTA Extended Coverage Owner's Policy of Title Insurance, and/or to obtain non-standard endorsements to the Buyer's Title Policy, provided that Buyer shall be responsible to pay the marginal additional cost to obtain such additional or extended coverage (including without limitation any survey that may be conducted) and/or non-standard endorsements and Buyer's inability to obtain such additional or extended coverage and/or non-standard endorsements or its delay in obtaining the same shall not constitute a failure of the Closing Condition set forth in Section 7.3(d) of this Agreement or a justification or excuse for delaying the Closing 7 Escrow and Conditions. 71 Opening of Escrow and Escrow Instructions. Buyer and Seller promptly shall cause Escrow to be opened for the consummation of the transaction contemplated by this Agreement by delivering a fully executed copy of this Agreement to the Escrow Holder This Agreement shall constitute instructions to the Escrow Holder with respect to such transaction 12-16-15 V6 -7- The Escrow Holder immediately shall notify Buyer and Seller of the Escrow Date Buyer and Seller shall execute such additional escrow instructions as reasonably may be required to consummate the transaction contemplated by this Agreement and as Buyer and Seller may approve, which approval shall not be unreasonably withheld. To the extent such additional escrow instructions conflict with any provisions of this Agreement, the provisions of this Agreement shall control unless the Parties each separately initial such change 72 Close of Escrow. Subject to the immediately following paragraph and subject to satisfaction (or waiver by the benefitted Party or Parties) of all of the conditions to closing set forth in Sections 7.3 and 7 4 (collectively, the "Closing Conditions"), the Close of Escrow for conveyance of the Property shall occur on or before May 2, 2016 (the "Closing Date") In this regard, prior to the Effective Date Buyer has advised Seller that Buyer desires to coordinate the Closing hereunder with the refinancing of the existing loan encumbering what is now Buyer's leasehold interest in the Property and, at Buyer's request, Seller agrees to cooperate with Buyer to provide for a concurrent closing of this transaction with the refinancing of said loan, provided, however, that in no event shall any delay or failure by Buyer to cause the refinancing of said existing loan constitute the failure of a condition to Buyer's obligation to close this transaction or delay the Closing Date hereunder Seller shall reasonably consider any request by Buyer to designate a nominee for vesting purposes at the Closing as may be required in connection with said refinancing, provided, that in such circumstance Buyer shall not be released from any of its obligations hereunder Seller's Executive Director shall have the right to approve, on behalf of Seller, any request by Buyer for any such nominee In the event the condition set forth in Section 7 4(b) below has not been satisfied in time for the Close of Escrow to occur on or before May 2, 2016, this Agreement shall remain in full force and effect and the outside Closing Date provided for in the preceding paragraph shall be extended from May 2, 2016, to the date that is two (2) weeks after the Parties receive notice that the condition set forth in Section 7 4(b) has been satisfied or August 2, 2016, whichever date is earlier, provided that the City Manager/Executive Director of Seller shall have the authority on behalf of Seller to further extend the August 2, 2016, deadline for a reasonable additional period or periods of time if he/she determines there is a reasonable likelihood that the condition set forth in Section 7 4(b) will be satisfied within such additional time period(s) 73 Buyer's Conditions to Close of Escrow Notwithstanding any other provision set forth in this Agreement to the contrary, Buyer's obligation to close the Escrow under this Agreement is subject to the satisfaction of each of the following conditions or Buyer's express written waiver (in its sole and absolute discretion) of any unsatisfied condition(s), in either case not later than the Closing Date (a) Oversight Board and DOF Approval The Oversight Board shall have adopted a resolution at a properly noticed and agendized public meeting approving Seller's sale of the Property to Buyer pursuant to this Agreement, a copy of the Oversight Board's resolution shall have been delivered electronically to DOF in accordance with H&S Code Section 34179(h), and DOF shall either have formally approved the transaction contemplated by this Agreement or the time shall have elapsed for DOF to request a review of the transaction contemplated by this Agreement as provided in H&S Code Section 34179(h) without DOF having requested such a review. Seller shall exercise commercially reasonable diligence to 12-16-15 V6 -8- cause the Oversight Board meeting at which such matters will be considered to be properly noticed, agendized, and held as soon as practicable after the Effective Date and, assuming the Oversight Board adopts a resolution approving this Agreement, Seller shall deliver a copy of such resolution electronically to DOF in accordance with H&S Code Section 34179(h) within two (2) business days thereafter When DOF approves the transaction contemplated by this Agreement (either after review or by lapse of the time within which to request review, whichever first occurs), Seller shall promptly notify Buyer and the Escrow Holder and the date upon which Seller so notifies Buyer and the Escrow Holder shall be deemed the date on which the condition set forth in this Section 7 3(a)has been satisfied (b) Seller's Representations Seller's representations and warranties set forth in Section 12 shall be true and correct as of the Closing (c) Seller's Deliveries and Default Seller shall have delivered to Buyer and Escrow Holder all documents required to be delivered by Seller to Buyer and Escrow Holder, respectively, pursuant to the terms of this Agreement, Seller shall not be in Default under the terms of this Agreement, and no event shall have occurred which would constitute a Default by Seller under the terms of this Agreement but for the requirement that notice be given or time elapse or both (d) Title At the Closing the Title Company shall be committed to issuing to Buyer a standard form CLTA Owner's Policy of Title Insurance with coverage in the amount of the Purchase Price and subject to only the Permitted Exceptions (e) Assignment On or before the Closing, Seller shall have executed the Blanket Assignment and Bill of Sale with respect to the Property and delivered the same to the Escrow Holder The foregoing conditions are solely for the benefit of Buyer and may be waived only by Buyer Buyer shall at all times have the right to waive any condition, which waiver or waivers must be in writing to be effective Neither the waiver by Buyer of any condition nor the satisfaction of any condition shall relieve Seller of any liability or obligation as respects any representation, warranty or covenant of Seller under this Agreement unless Buyer shall so agree in writing 74 Seller's Conditions to Close of Escrow Notwithstanding any other provision set forth in this Agreement to the contrary, Seller's obligation to close the Escrow under this Agreement is subject to the satisfaction of each of the following conditions or Seller's express written waiver (in its sole and absolute discretion) of any unsatisfied conditions, in either case not later than the Closing Date (a) Oversight Board and DOF Approval The Oversight Board shall have adopted a resolution at a properly noticed and agendized public meeting approving Seller's sale of the Property to Buyer pursuant to this Agreement, a copy of the Oversight Board's resolution shall have been delivered electronically to DOF in accordance with H&S Code Section 34179(h), and DOF shall either have formally approved the transaction contemplated by this Agreement or the time shall have elapsed for DOF to request a review of the transaction contemplated by this 12-16-15 V6 -9- Agreement as provided in H&S Code Section 34179(h) without DOF having requested such a review. When DOF approves the transaction contemplated by this Agreement (either after review or by lapse of the time within which to request review, whichever first occurs), Seller shall promptly notify Buyer and the Escrow Holder and the date upon which Seller so notifies Buyer and the Escrow Holder shall be deemed the date on which the condition set forth in this Section 7.4(a) has been satisfied (b) Modification to CFD Buyer provides to City permission to complete the necessary proceedings to cause the existing Community Facilities District ("CFD") bonds that are secured by the leasehold interest in the Property to become secured by Buyer's (and all of Buyer's successors' and assignees') fee interest in the Property from and after the Closing, including steps necessary to amend both the Rate and Method of Apportionment outlined in Appendix C of Ordinance 3519 and the existing bond documents to reflect the change in the underlying security Buyer covenants to cooperate and to take any action that Seller or City may request consistent with that objective, including, without limitation, payment of any and all related fees, costs and expenses incurred by the Seller and City to complete the "change proceedings," with a $25,000 deposit to be issued to the City by Buyer within 15 days following the Effective Date of the Agreement Seller covenants to cause City to initiate such CFD "change" proceedings immediately after receiving Buyer's $25,000 deposit and thereafter Seller further covenants to cause City to exercise commercially reasonable diligence to complete such proceedings at the earliest practicable date As a condition to Close of Escrow, the "change" proceedings shall have been fully and duly completed as reasonably determined by bond counsel handling the "change" proceedings such that there is no risk of default of the CFD bonds due to the transaction contemplated hereunder (c) Buyer's Representations Buyer's representations and warranties set forth in Section 11 shall be true and correct as of the Closing (d) Buyer's Deliveries and Default Buyer shall have delivered to Seller and Escrow Holder all funds and documents required to be delivered by Buyer to Seller and Escrow Holder, respectively, pursuant to the terms of this Agreement, Buyer shall not be in Default under the terms of this Agreement, and no event shall have occurred which would constitute a Default by Buyer under the terms of this Agreement but for the requirement that notice be given or time elapse or both The foregoing conditions are solely for the benefit of Seller and may be waived only by Seller Seller shall at all times have the right to waive any condition, which waiver or waivers must be in writing to be effective Neither the waiver by Seller of any condition nor the satisfaction of any condition shall relieve Buyer of any liability or obligation as respects any representation, warranty or covenant of Buyer under this Agreement unless Seller shall so agree in writing. 75 Cooperation Regarding Conditions Each Party shall exercise commercially reasonable diligence in an effort to satisfy the Closing Conditions as expeditiously as possible after the Effective Date Each Party shall cooperate with the other Party, at the written request of the other Party, in the other Party's efforts with respect to the satisfaction of the conditions, 12-16-15 V6 -10- provided, however, that the reasonable costs of such cooperation shall be borne by the Party making the request 76 Failure of Conditions to Close of Escrow. If one or more of the Closing Conditions set forth in Sections 7 3 or 7 4 is not satisfied prior to the outside Closing Date provided for in Section 7 2 and the benefitted Party or Parties is not willing to waive the unsatisfied condition(s), then (1) this Agreement, the Escrow, and the rights and obligations of Buyer and Seller shall terminate, except as otherwise expressly provided herein, (2) Buyer shall pay one hundred percent (100%) of Escrow Holder's and Title Company's cancellation charges, (3) Escrow Holder is instructed promptly to return to Seller and Buyer all funds and documents deposited by them, respectively, into Escrow which are held by Escrow Holder on the date of such termination, and (4) the Ground Lease referred to in Recital A of this Agreement and all other agreements relating to the Property that are in existence as of the Effective Date shall survive and remain in full force and effect in accordance with their respective terms This Section 7.6 is not intended to limit or restrict the remedies of a Party if the failure of one or more of the Closing Conditions is due to a Default by the other Party 8 Closing Costs If the Escrow closes, (a) Seller shall pay one hundred percent (100%) of the premium for a CLTA Standard Owner's Policy of title with coverage in an amount equal to the Purchase Price, (b) documentary transfer taxes and recording fees shall be paid by Seller, (c) the escrow fees of Escrow Holder shall be paid one-half by Buyer and one-half by Seller, (d) any difference in premium cost between a CLTA Standard Owner's Policy with coverage in the amount of the Purchase Price and Buyer's Title Policy shall be paid by Buyer, (e) any property taxes, possessory interest taxes, and assessments required to close the Escrow shall be paid by Buyer, and (f) all other costs to close the Escrow shall be allocated between Seller and Buyer in accordance with customary practice for similar transactions in the County of Orange 9 Deliveries to Escrow Holder 91 Deliveries by Seller Prior to the Closing(unless otherwise provided), Seller shall deposit the following documents into Escrow (a) a Grant Deed for the Property consistent with this Agreement and in substantially the form attached hereto as Exhibit "D" duly executed by Seller, notarized and in recordable form, (b) four (4) copies of the Blanket Assignment and Bill of Sale for the Property duly executed by Seller, (c) such proof of Seller's authority to enter into this Agreement and to perform the transaction contemplated by this Agreement as reasonably may be required by the Title Company, (d) a certification as to the non-foreign status of Seller for federal tax withholding purposes, completed and executed by Seller, if required by the Escrow Holder, (e) a Withholding Exemption Certificate on California Franchise Tax Board Form 593-C, duly executed by Seller, if required by the Escrow Holder, and (f) such other documents as may Escrow Holder may require Seller to execute that are consistent with this Agreement and required to enable Escrow Holder to perform its duties hereunder 92 Deliveries by Buyer Prior to the Closing (unless otherwise provided), Buyer shall deposit the following funds and documents into Escrow (a) the entire Purchase Price, (b) a Grant Deed for the Property consistent with this Agreement and in substantially the form attached hereto as Exhibit "D" duly executed by Buyer, notarized and in recordable form, (c) Buyer's share of the escrow and title fees and charges and other closing costs required 12-16-15 V6 -11- hereunder, (d) all funds required to fully perform Buyer's monetary obligations to Seller that are set forth in the Ground Lease prorated to the Closing, including without limitation the payment of any Ground Rent owing through the Closing (including an estimate of the Participation Rent that will be due through the Closing Date based upon Buyer's and Seller's mutually agreed upon good faith estimate of Adjusted Room Revenue through that date, and with an appropriate adjustment of any underpayment or overpayment to be made between Seller and Buyer outside of Escrow within ninety (90) days after the Closing, as a matter with which the Escrow Holder shall not be concerned), (e) such proof of Buyer's authority to enter into this Agreement and to perform the transaction contemplated by this Agreement as reasonably may be required by the Title Company, (f) such other documents as may Escrow Holder may require Buyer to execute that are consistent with this Agreement and required to enable Escrow Holder to perform its duties hereunder 10. Disbursements and Other Actions by Escrow Holder. Upon the Closing, Escrow Holder promptly shall undertake all of the following• (a) disburse all funds deposited with Escrow Holder by Buyer in payment of the Purchase Price, Buyer's portion of the escrow and title fees and charges and closing costs, and any payments owing by Buyer to Seller pursuant to the Ground Lease for the period ending on the Closing Date as set forth in Section 9 2, deduct all items chargeable to the account of Seller under Section 8, pay the amounts owing to the Persons entitled to payment, and disburse the remaining balance of the funds to Seller, or in accordance with Seller's written instructions, promptly upon the Close of Escrow, (b) cause the Grant Deed (with documentary transfer tax information to be affixed after recording), and any other documents which Buyer or the Parties may direct to be recorded in the Official Records of the Orange County Recorder in the order directed by the Parties, (c) prepare and deliver to each of Buyer and Seller two conformed copies of the Grant Deed, (d) cause the Title Company to issue the Buyer's Title Policy to Buyer, (e) deliver two executed copies of the Blanket Assignment and Bill of Sale for the Property to each of Buyer and Seller; (f) deliver to Buyer any proof of authority deposited into Escrow by Seller pursuant to Section 9 1, (g) deliver to Buyer the certifications deposited into Escrow by Seller pursuant to Section 9 l(d) and (e), and (g) deliver to Seller any proof of authority deposited into Escrow by Buyer pursuant to Section 9 2 11 Buyer's Representations and Warranties Buyer represents and warrants to Seller as follows, provided that all such representations and warranties are hnuted to Buyer's actual current knowledge, without any duty of inquiry or investigation, and all of such representations and warranties shall survive the close of Escrow for the limited period of one (1) year and, except to the extent Seller has filed an action against Buyer within said time period alleging Buyer has committed a Default with respect to a specific representation or warranty, all of such representations and warranties as to which such an action is not timely filed shall automatically expire on the first anniversary of the Closing. 11 1 Authority Buyer is a limited liability company duly organized and validly existing under the laws of the State of California Buyer has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement Those individuals executing this Agreement on behalf of Buyer have the right, power, legal capacity, and authority to enter into this Agreement on behalf of Buyer and to execute all other documents and perform all other acts as may be necessary to perform all of Buyer's obligations under this Agreement 12-16-15 V6 -12- 112 No Consents. No approval or consent not previously obtained by any Person is necessary in connection with the execution of this Agreement by Buyer or the performance of Buyer's obligations under this Agreement 113 No Violations of Agreements Neither this Agreement nor anything provided to be done under this Agreement violates or shall violate any contract, document, understanding, agreement, or instrument to which Buyer is a party or by which it may be bound 114 Binding Agreement. The Agreement constitutes the legally valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles relating to or limiting the rights of creditors generally 115 No Violation of Laws The consummation of the transaction contemplated by this Agreement does not violate any Law 116 Brokers No broker, salesperson, or finder has been engaged by Buyer in connection with the transactions contemplated by this Agreement Each of the foregoing representations and warranties shall be, and Buyer shall cause them to be, true in all respects on and as of the date of this Agreement and on and as of the close of Escrow as though made at that time 12 Seller's Representations and Warranties Seller represents and warrants to Buyer as follows, provided that all such representations and warranties are limited to Seller's actual current knowledge, without any duty of inquiry or investigation, and all of such representations and warranties shall survive the close of Escrow for the limited period of one (1) year and, except to the extent Buyer has filed an action against Seller within said time period alleging Seller has committed a Default with respect to a specific representation or warranty, all of such representations and warranties as to which such an action is not timely filed shall automatically expire on the first anniversary of the Closing 121 Authoriiy Seller is a public agency duly organized and validly existing under the laws of the State of California Subject to Section 12 2, Seller has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement and those individuals executing this Agreement on behalf of Seller have the right, power, legal capacity, and authority to enter into this Agreement on behalf of Seller and to execute all other documents and perform all other acts as may be necessary to perform all of Seller's obligations under this Agreement 12 2 No Consents. With the exception of the need to obtain approval from the Oversight Board and, potentially, DOF, as referred to in Sections 7 3(a) and 7 4(a), no approval or consent not previously obtained by any Person is necessary in connection with the execution of this Agreement by Seller or the performance of Seller's obligations under this Agreement 12.3 No Violations of Agreements. Subject to Section 12 2, neither this Agreement nor anything provided to be done under this Agreement violates or shall violate any contract, 12-16-15 V6 -13- document, understanding, agreement, or instrument to which Seller is a party or by which it may be bound. 124 Binding_Agreement. Subject to Section 12 2, this Agreement constitutes the legally valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles relating to or limiting the rights of creditors generally. 125 Broker No broker, salesperson or finder has been engaged by Seller in connection with the transactions contemplated by this Agreement 126 No Litigation There is no suit, action, claim, proceeding or protest pending or threatened which may adversely affect the Property 127 Assessments/Improvements There is no proposed or existing public improvement which may involve any charge being levied or assessed upon the Property or any plan, study, or effort by any of the Authorities or any other Person or any existing or proposed Law which may adversely affect the Property 128 Bankruptcy Neither Seller nor any entity or person that owns or controls or comprises Seller is bankrupt or insolvent under any applicable Federal or state standard, has filed for protection or relief under any applicable bankruptcy or creditor protection statute, or has been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute Seller is not entering into the transaction described in this Agreement intending to defraud any creditor or to prefer the rights of one creditor to any other Seller and Buyer have negotiated this Agreement at arm's length and the consideration paid represents fair value for the assets being transferred 129 Compliance Seller has not received any written requests to modify or terminate any use of the Property from any of the Authorities. 12 10 Foreign Person Seller is not a "foreign person" within the meaning of Internal Revenue Code Section 1445 and Seller will deliver the Non-Foreign Affidavit through Escrow if requested to do so by Escrow Holder. Seller represents and warrants that Seller is not subject to the withholding requirements under Section 18662 of the California Revenue and Taxation Code and Seller will deliver the California Withholding Certificate through Escrow if requested to do so by Escrow Holder. Each of the foregoing representations and warranties shall be, and Seller shall cause them to be, true in all respects on and as of the date of this Agreement and on and as of the Closing as though made at that time 13 General Provisions 12-16-15 V6 -14- 13 1 Events of Default The occurrence of any one or more of the following events before the Closing shall constitute a Default by a Parry under this Agreement (a) Failure to Perform The failure of the Party to perform any material obligation set forth in this Agreement on its part to be performed if the failure should continue uncured for a period of fifteen (15) days, including without limitation a failure to deposit funds or documents or take other actions required to timely close the Escrow provided for herein, after written notice is given to the Party of the occurrence of the failure, provided, however, that the failure shall not be deemed to have occurred if the failure is of a nature that reasonably requires more than fifteen (15) days to cure, is capable of being cured fully before the outside Closing Date set forth in Section 7.2 and the Party is proceeding continuously and diligently to cure the failure and does cure the failure before said outside Closing Date, further provided, however, in no event shall any cure period run or be permitted to run past said outside Closing Date, (b) Representation/Warranty Any representation or warranty made by the Party in this Agreement proves to have been materially incorrect as of the date made or as of any other date on which the representation and warranty was required by the terms of this Agreement to be true (provided that in order for any breach of a Buyer or Seller representation and warranty to constitute a Default hereunder, Seller's or Buyer's claim with respect thereto must have been filed within the time set forth in Sections 11 and 12, as applicable), (c) Relief of Debtors Institution by the Party of proceedings under any law of the United States or of any state or foreign jurisdiction for the relief of debtors, (d) General Assignment A general assignment by the Party for the benefit of creditors or the filing of a voluntary petition in bankruptcy, (e) Bankruptcy The filing of an involuntary petition in bankruptcy against the party by the creditors of such Party, such petition remaining undischarged for a period of thirty (30) days after the date the same was filed (or to the date of Close of Escrow if such date occurs before the expiration of the thirty (30) day period), (f) Receiver The appointment of a receiver to take possession of any of the assets of the Party, such receivership remaining undischarged for a period of thirty (30) days from the date of its appointment(or to the date of Close of Escrow if such date occurs before the expiration of the thirty (30) day period), or (g) Attachment The attachment, execution, or other judicial seizure of the Party's interest in this Agreement (and, in the case of Seller, in all or any portion of the Property), such attachment, execution or seizure being in an amount not less than Fifty Thousand Dollars ($50,000) and remaining undismissed or undischarged for a period of thirty (30) days after the levy of the attachment, execution, or seizure (or to the date of close of Escrow if such date occurs before the expiration of the thirty (30) day period) 132 Legal Fees. In the event of the bringing of any action or suit by either Party against the other Parry by reason of any breach of any of the covenants, conditions, agreements, or provisions on the part of the other Party arising out of this Agreement, the Party in whose favor final judgment shall be entered shall be entitled to have and recover of and from the other 12-16-15 V6 -15- Party all costs and expenses of suit, including reasonable attorneys' fees (or, in the event of any action to enforce this Agreement, the prevailing Parry shall be entitled to recover all of its costs and expenses of the action, including reasonable attorney's fees), as determined by a court of competent jurisdiction 13.3 Brokers and Finders. Each Party represents to the other Party that it has not had any contact, dealings, or communications with a broker or finder in connection with the transaction contemplated by this Agreement or any other person who can claim a right to a commission or finder's fee. If any other broker, finder, or other person makes a claim for a commission or finder's fee based upon any contract, dealing, or communication with a Party, then such Party shall indemnify, defend, and hold the other Party harmless from and against all damages, claims, losses, and expenses, including attorneys' fees, arising out of the broker's, finder's, or other person's claim 13 4 Notices All notices or other communication provided for under this Agreement shall be in writing, and shall be delivered personally, via facsimile or email, by reputable overnight mail equivalent carrier, or sent by registered or certified mail, return receipt requested, postage prepaid, addressed to the person to receive such notice or communication at the following address and shall be effective upon delivery or refusal to accept delivery To Seller- Successor Agency to the Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn Executive Director Fred Wilson Phone: 714-536-5575 Fax: 714- Email fred unlson(cr�,surfcity-hb org (with copies to.) City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn City Attorney Michael Gates Email. Michael gatesksurfcrty-hb org To Buyer. PCH Beach Resort LLC c/o The Robert Mayer Corporation 8951 Research Drive Irvine, CA 92618 Attn- RJ Mayer Phone. 949-8091 Fax: 949-988-7176 Email. rt nma, e�rp com 12-16-15 V6 -16- (with copies to-) Rutan& Tucker, LLP 611 Anton Boulevard, 14'h Floor Costa Mesa, CA 92626 Jeffrey M. Oderman, Esq Phone: 714-641-5100 Fax 714-546-9035 Email. -j oderman(ir),rutan com Notice of change of address shall be given by written notice in the manner set forth in this Section Notices sent by email and facsimile shall be deemed received upon successful transmission. 13.5 Survival All of the covenants, representations, and warranties set forth in this Agreement shall survive the Closing, delivery of the Grant Deed, provided that Buyer's and Seller's representations and warranties shall terminate at the time set forth in Sections 11 and 12) Where the context shall require, the provisions of this Agreement shall survive the termination of this Agreement prior to the Closing 13.6 Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and assigns, provided, however, prior to the Close of Escrow, neither Party to this Agreement shall assign or transfer this Agreement or any interest, right, or obligation in this Agreement without the prior written consent of the other Party, and any such assignment or transfer without such written consent shall be null and void No assignment by either Parry of its rights and obligations hereunder shall release that Parry of its obligations to the other Parry hereunder without such other Party's written consent, which consent may be withheld in such Party's sole and absolute discretion 13.7 Required Actions of Buyer and Seller. Buyer and Seller agree to execute all instruments and documents and to take all actions consistent with this Agreement as may be required in order to consummate the transaction contemplated by this Agreement and shall use their reasonable efforts to accomplish the Closing in accordance with the provisions of this Agreement, provided, that this Section 13.7 is not intended and shall not be construed to modify this Agreement or require a Party to waive its rights hereunder. 13.8 Entire Agreement. This Agreement contains the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes any prior agreements, understandings, or negotiations, except for the Existing DDA and the Ground Lease. Not by way of limitation of the foregoing, from and after the Closing either (a) the Ground Lease shall be deemed to have been terminated and of no further force or effect or (b) at Buyer's election, Seller's leased fee interest in the Ground Lease shall be assigned to Buyer, provided, however, that Buyer shall be fully responsible for execution of any documents and performance of any other tasks as may be required to effectuate an assignment of the Ground Lease in accordance with clause (b) above, nothing in this Agreement shall be deemed to modify, amend, or terminate any or the obligations of either Parry set forth in the Ground Lease that have not been fully performed as of the Closing (including without limitation Buyer's obligation to pay the Ground Rent and all utilities, Impositions, insurance costs, thereunder through the date of the Closing 12-16-15 V6 -17- and the Parties' mutual obligation set forth in Section 9.2 to make any required adjustments to the amounts paid by Buyer to Seller pursuant to the Ground Lease prior to the Closing) In the event Buyer does elect to assign and not terminate the Ground Lease, as provided in clause (b) of the preceding sentence, the Grant Deed shall include appropriate non-merger language consistent with that election Notwithstanding the foregoing, the Parties acknowledge and agree that thus Agreement is not intended to modify, amend, terminate, or in any way affect (a) the ongoing obligations of Seller set forth in Attachment No. 8 (the "Schedule of Feasibility Gap Payments") of the Existing DDA, (b) any agreement set forth in the Existing DDA or the Ground Lease to waive or release claims and any obligation set forth in the Existing DDA or the Ground Lease to indemnify, defend, and hold harmless Seller and/or City shall survive in accordance with the provisions set forth therein; (c) any other provisions of the Existing DDA or the Ground Lease which survive the expiration or termination of such agreement shall survive in accordance with the provisions set forth therein, (d) to the extent necessary to permit the parties to enforce any of the surviving obligations set forth in clauses (a) — (c), the general provisions set forth in the Existing DDA or the Ground Lease shall survive, (e) the rights or obligations of City, Buyer (as successor in interest to Mayer Financial, L.P 's leasehold interest in the Land) as set forth in that certain License Agreement to Provide Landscaping and Other Improvements in the Public Right of Way dated as of February 20, 2001, and recorded in the Official Records of the Orange County Recorder's office as Instrument No 20010232765 on April 18, 2001 (Exception #8 in the Title Report); (f) the easement for the pedestrian overpass granted to the City and recorded in the Official Records of the Orange County Recorder's office as Instrument No 20000291180 on June 2, 2000 (Exception#7 in the Title Report), (g) the rights or obligations of City or Buyer (as successor in interest to Mayer Financial, L P 's leasehold interest in the Land) as set forth in that certain Agreement Involving the Installation of a Pedestrian Overcrossmg dated as of February 20, 2001, that was entered into by and among City, Mayer Financial, L P , and the Orange County Sanitation District and recorded in the Official Records of the Orange County Recorder's office as Instrument No 20010232766 on April 18, 2001 (Exception #9 in the Title Report), (h) the rights or obligations of Seller, City, or Buyer (as successor in interest to Mayer Financial, L P 's leasehold interest in the Land) as set forth in that certain Assignment and Assumption Agreement and Consent to Assignment dated as of April 3, 2001, that was entered into by and among the RDA, City, Mayer Financial, L P , and the Orange County Sanitation District and recorded in the Official Records of the Orange County Recorder's office as Instrument No 20010232768 on April 18, 2001 (Exception #10 in the Title Report), or (z) the rights or obligations of Seller, City, or Buyer as set forth in the easement for wall and landscaping purposes that was recorded in the Official Records of the Orange County Recorder's office as Instrument No 2003000047530 on January 14, 2003 139 Time of Essence Time is of the essence of each and every term, condition, obligation, and provision set forth in this Agreement 13 10 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument 13 11 Severability If any portion of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining parts of this Agreement shall remain in full 12-16-15 V6 -18- force and effect, as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement 13 12 Headings. Headings at the beginning of each section are solely for convenience of reference and are not a part of this Agreement 13 13 Construction Whenever the context of this Agreement requires the same, the singular shall include the plural and the masculine, feminine, and neuter shall include the others Without limitation, any defined term used in the plural shall refer to all members of the relevant class, and any defined term used in the singular shall refer to any number of the relevant class This Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both Parties had prepared the same Unless otherwise indicated, all references to sections are to sections in this Agreement All exhibits are incorporated in this Agreement by reference The term "Agreement" includes such exhibits (as exhibits and, if appropriate, as subsequently executed agreements and instruments) If the day on which Buyer or Seller is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day For purposes of this Agreement, business days shall not include Saturdays, Sundays, or holidays recognized by the Federal Reserve Bank of San Francisco Any reference in this Agreement to an agreement or other instrument shall mean such agreement or instrument as it may from time to time be supplemented, modified, amended, and extended in accordance with the terms of this Agreement. This Agreement is executed and delivered in the State of California and shall be construed and enforced in accordance with, and governed by, the internal laws of the State of California, without regard to conflict of laws principles 13 14 No Waiver No waiver by a Party of any Default by the other Parry under this Agreement shall be implied from any omission or delay by the non-defaulting Party to take action on account of the Default if the Default persists or is repeated Any waiver of any covenant, term, or condition contained in this Agreement must be in writing Any such express written waiver shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition, nor shall it affect any Default other than the Default expressly made the subject of the waiver Any such express waiver shall be operative only for the time and to the extent stated in the waiver The consent or approval by a Party to or of any act by the other Party shall not be deemed to waive or render unnecessary consent or approval to or of any subsequent act 13 15 Relationship Between Parties Seller and Buyer agree that (a) the relationship between them is, is intended to be, and shall at all tunes remain, in connection with the transactions contemplated by this Agreement, that of seller and purchaser and (b) neither Parry is, is intended to be, or shall be construed as a partner, joint venturer, alter ego, manager, controlling person, or other business associate or participant of any kind of the other Party and neither Party intends to ever assume such status 13 16 Third Party Beneficiaries This Agreement is made for the purpose of defining and setting forth certain rights and obligations of Buyer, Seller, and City It is made for the sole protection of Buyer, Seller and City and Buyer's, Seller's and City's respective heirs, executors, 12-16-15 V6 -19- administrators, successors, and assigns. No other Person shall have any rights of any nature under or by reason of this Agreement. 13 17 Estoppels Upon the written request of Buyer or any current or prospective holder of a deed of trust, mortgage, or other security interest in the Property ("Lender"), Seller shall cooperate with Buyer and/or such Lender in executing an appropriate estoppel certificate confirming the status of any of the agreements referred to in Section 13 8 of this Agreement or any other matters affecting the rights and obligations of Buyer and such Lender relating to the Property that will survive the Closing as to which Buyer or Lender may inquire Such estoppel certificate shall be for the benefit of Buyer, Lender, and their respective successors and assignees Buyer or such Lender, as applicable, shall prepare the form of the estoppel certificate, subject to the reasonable approval of Seller as to form and content Buyer shall compensate Seller for Seller's actual and reasonable costs incurred in investigating the matters addressed in any such estoppel certificate and reviewing and approving the same 13 18 IndemmIy Buyer shall indemnify, defend and hold harmless Seller, City and each of their respective officials, employees, attorneys, consultants, and agents from and against any and all loss, liability, damage, claim, cost and/or expense (including, without limitation, reasonable attorneys' and consultants' costs and fees, travel costs and expenses, court and litigation costs and fees of expert witnesses) (collectively, "Claims") resulting or arising from or in any way connected to Seller approving or entering into this Agreement, implementation of this Agreement, Seller's performance of this Agreement, or the transaction contemplated hereunder, including,without limitation, any Claim that the Purchase Price is less than fair market value and results, directly or indirectly, in a distribution of net sale proceeds to the affected taxing entities in an amount less than the amount to which the affected taxing entities are entitled by law or any Claim relating in any way to a challenge pertaining to the sufficiency and/or adequacy of the value or consideration for the transaction contemplated hereunder The foregoing covenant shall not merge with the Grant Deed and shall survive the Closing Without limiting the foregoing, and as a part of the foregoing indemnity, defense and hold harmless, Buyer shall be liable for promptly paying or reimbursing Seller and/or City, as applicable, for any and all of Seller's and/or City's actual and reasonable costs and expenses related to any contest, challenge and/or defense of any disapproval/determination or threat of any disapproval/determination of this Agreement by DOF or any third parry, including, without limitation,participating in whatever administrative appeal or proceeding, meet-and-confer and/or meet-and-discuss process may be available and/or initiating, cooperating with, participating in, defending and/or pursuing litigation (including any appellate proceeding relating to any order or judgment entered in any such litigation or administrative appeal or proceeding) Such costs and expenses shall include, without limitation, reasonable attorneys' and consultants' costs and fees, travel costs and expenses, court and litigation costs and fees of expert witnesses Seller shall have no obligation to defend this Agreement to DOF or any third party [Signatures on next page] 12-16-15 V6 -20- IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written Seller- SUCCESSOR AGENCY TO THE REDEVELOPMENT AG CY OF THE CITY OF INGT By s ha s ATTEST By Its Secretary APPROVE O FORM B ts- eneral Counsel Buyer PCH BEACH RESORT, LLC By Grand Resort, LLC, a California limited liability company, its Managing Member By RLM Management, Inc , a California corporation, Manager By is r an 12-16-15 V6 -21- EXHIBIT "A-1" LEGAL DESCRIPTION OF THE LAND LEGAL DESCRIPTION THE LAND REFERRED [O HEREIN BELOM IS SITUMD IN IHE. COUNTY OF ORANGE SIATE OT CALIFORNIA,AND IS D_SCRI13,3D AS FOLLOWS PARCEL A, 101 1 O} TRACT NQ- 1553�. IN 711E CITY OF NEWPORT REACH, GOUTY Or ORA\'GE, STA I I- OF CALIFORNIA, AS SHOu'A 01� A NIAP FILED I\VLQQ,K`+911, tCPE5 94 Ill OF\foss wI MAPS,AND A 1 RACT MAP CF-RTIFICAI E OT CORREc 1'ION RL-CORDED JUNF 6,2003 AS 1\STRUNII NT\O 001-65966Q RFCORM01-ORAVCECOLINTY,CALIfOR-\[1 PARCEL B A NON-F\CLUSIVE.REV0 ABLE' LICENSl TO L 1IL171: I'H,1[ CFRTAIN %RG 1 DEFI\l'D AS"GRAIN COAST RESORT [\[PROVEME1\1 AREA" IN THAT CURTAIN "LICLNSE AGRFE\ll-\T TO PROVIDL L ANDSC'APINCl AND 0[IIFR 1W)ROVEMENTS IN Tlil.PUBLIC RIG]I[-OF-WAY"("AGREL'NIEV[")REC'ORULD APRIL 18 2001 A5 [\ RUyII Y INQ. 20nIQ"_=27&i OF OFFICIAL, RECORDS 01 ORAANGE COLTTY CALIFORNIA, AND DELT\EATL-D ON L1:I1[B11 "F" AI(ACHE[) 1HLRL10, I OR T111- I\STAU ATIO\, MAIN- NAAC)', REPAIR AND REPLACEMENT OT LA\)SCAPING AND OMER MPRON-LklEMS AS SAID LIC'LNSF I5 SL-1 I ORIH IN PARAGRAPH"OP IHE AGRLENIFNT PARCEL C ti N''O\-EYCLL.SIVL. RF_VOCU3[I L.10ENSI 70 L 111.12E 114AT CERTAI\ AR1sA DEr[NLf) AS "0\I'RCR0cMNG I\4PROV::\LENT ARIA" IN THA f CrR'I AIN LK T-NSE 'k0REE\7I7\I IC) PROVIM LAND AII,NG ;04E)OTHER fMPROVFMl'\TS IN THEN BLOC RIG11 f-(}F- WAY"t"AGR�h\4kNT"1 RECORDED APRIL IS, 2V[ A5 [lti5fltl}1�NL_\ 2[I�10�==755 C1F OFFICIAL RWORDS OF ORA\C;E COL.1T) CALIFORNIA, AND DELI\9=ATED ON LzXMl311 "Ci" hTI%(,PEv fHERLftO IOR 1141' INSTAI I AI )N, ,14a11fF\ANCF, RI,P4]R AND Ri.PLACI.MIE\7 OF O\ERCROSSING AND OTHER =\IPRO\LhIENTS, AS SAID LiCT:N4E IS SET i-C}R a3-t I\I',iRAC�KA1'f l"_C?f I?IF AC,Rrr�r�\r PARC.1 D A NON-EXCLUSIVE APPURTE\TILT 1;.ASEMI\T 1,PON,IN,U\`VR.LINT)FR AND ALONC3 TIIOl F PORTIONS OF IME LAND A`1)T_S(Ri111:U 1N I IIAT C[^RTMN'%V 1LL AND LAND{CAPNG F ASI.\4LI\['Al\T1 hi Alm]I',ANCI AGREEMENT", DATED MAY 30, 200+, F\P(L I1,D BY \A'D BETW17EN PCH RFACH RESORTS LLC 1 CALWORNIA LIMITED L11BLL1IY COMPANY k\D PI CILNON 1\AIERI-R0V I Ll(, A DrLkwARL [IA[IIED LIABILIT1 CO\1PA\Y RLCORDED ILNE 12 2003 \S INS�iZLA4C�I_N4? ��IU?(0(1G4CIi21_()F (]3FIC11t RECORDS OF 010NOF COI IN I Y,ST1 I C C)[('A[WORM AP\ 024-251-GI Iz-16as V6 EXHIBIT"A-1" EXHIBIT"A-2" DEPICTION OF THE LAND [BEHIND THIS PAGE] 16-15 V6 EXHIBIT"A-2" P ATTACHMENT NO. 1 MAP OF THE SITE E'LY LINE SEC 14, T. 6 S., R. 11 W., I M.M. 51/14 N'LY UN E S 1/2, NE 1/4 SEC 14, T.6.S., R.11.W., f l M.M. 51/1�} \ N35'22'25'E (R) P,O,B. \ N8T42'58"E 1 58. 0' A=05'54'16" R=2452.00' L=252.68' N48'43'21"W 38.85' I THE SITE 2 118• �s�� 45.56 AC. Vol m fps, 'p� ` ` U sr 0qsT N m N I ti 0 1 N I N00144'22"W 12.63' I N53'05'49"W 172.330 �� S74'34'12"W 45 01' EXHIBIT B FORM OF BLANKET ASSIGNMENT AND BILL OF SALE Reference is made to that certain property located in the City of Huntington Beach, County of Orange, State of California, and described in more detail in Exhibit A attached hereto and made a part hereof, and the improvements located thereon and the rights, privileges, and entitlements incident thereto (the "Property") For good and valuable consideration, receipt of which is acknowledged, the undersigned, SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ("Seller"), to the full extent owned or possessed by Seller, sells, transfers, assigns, conveys, and delivers to PCH BEACH RESORT, LLC, a California limited liability company ("Buyer"), all of Seller's right, title, and interest in all assets, rights, materials, reimbursements, refunds, and/or claims owned, used or held in connection with the ownership, use, management, development, or enjoyment of the Property, including, without limitation (l) all entitlements, permits, subdivision agreements, and other agreements relating to the development of the Property, (ii) all plans, specifications, maps, drawings, and other renderings relating to the Property, (iii) all warranties, claims, indemnities, and any similar rights relating to and benefiting the Property or the assets transferred hereby, (iv) all intangible rights, goodwill, and similar rights benefiting the Property, (v) all development rights benefiting the Property, (vi) all rights, refunds, claims, and awards benefiting or appurtenant to the Property, (vii) all rights to receive a reimbursement, credit, or refund from the applicable agency or entity of any deposits or fees paid in connection with the development of the Property, and (vui) all claims, counterclaims, defenses or actions, whether at common law or pursuant to federal, state, or local laws or regulations, against third parties relating to the existence of any Hazardous Materials in, at, on or under the Property Seller shall, at any time and from time to time upon written request therefor, execute and deliver to Buyer, its nominees, successors, and/or assigns, any new or confirmatory instruments and do and perform any other acts that Buyer, its nominees, successors, and/or assigns may request in order to fully transfer possession and control of, and protect the rights of Buyer, its nominees, successors, and/or assigns in, all of the assets of Seller intended to be transferred and assigned hereby Seller SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By Its• Chairperson EXHIBIT`B" 12-16-15 V6 -1- Exhibit"A" to Blanket Assignment LEGAL DESCRIPTION OF THE REAL PROPERTY LEGAL DESCRIPTION THE LAND REFERRED CO IT-REIN BELOW IS SITUATED IN THE COUNTI OF ORANGE. S[ATE Of CAL WOR-NIA,AND 1S MSCRIBED AS FOLLOWS PARCEL A• t07 1 OF TRACT \ZCl 155,i IN TILE CITY OF NTIVPORT 8PACII, COUNTY 01` ORANGE, STATF OF CALIFORNIA, AS 5H0\\N ON A MAP f'1LED IN 13CZCIk I`9n j't(r 5 4 I a�t I ICT_I`,Slyrl't7F NM�Mw 0.NE�l il,� MAPS,AND A IRACT MAP CERTIFICAIE OF CORRECTION RUCORDFD JUNT 6,2003 AS jN;STRUAIGNT\0 QL--C�59669 RFC RD'4'40C ORaNGECOLfNT1',CALITORNIA PARCEL B A NON-1:XCLUSIVE,RL-VOC.ABIX 110ENSE TO L 1'L AYE I1-L1 I'C FRTAIN ARE DFPIN7:D AS"GRAM COAST RESORT IMPROVESM1\7 AREA' 1N THAI CERTAIN "LIC LICE AGRFFMENT TO PRC)\,'IF)L LANDSCAPING AND 0`1HER IM4PRO\LM[ENTS IN TLIL PUBLIC RIGIIl•OF-\3'AY"("AGREEMENT")RECOR)I-D APRIL 18,2001 AS 1\ TIZUM I K i`70. 2fFf11g242?84 OF OFFIC[Al. REC ORDS 01` ORANGE COI NTY, CALIFORNIA, A\Zf DELINEATED ON IWUBII "F" AFIACHE.D 11-IM-10, [OR TILL I\STALLATIOX. MALN-TENANCC, RLPAIR AND R TILAC'EN,IEiVT OF LA\"DSCAPING r'-ND OTfILJi lMPRO\'Ch9ENIb, AS SAM I,1C1 VSE IS SLJ I ORIH IN PARAGRAPH 2OF IHE A(-'rRLi mFNT- PA R('EL C. A NO\EXCLI:SI\'I'. RF_VOCA13LF LICE-Ml- TO 1-11117M T14AT CERTAI\ AREA DEFNLI) AS "C)\+1_RCRi}SSIhG E'15PROVHMRN'I ARIA" LN TH 1 F CER I AIN, LICT-NSE ViR E'MFN[ 1`0 VR(3NADL I,ANI)SCAPiNG AND OTHER INVROWOENTS ITS THE PUBLIC R1G11 F-OF-\\'AY"4"AGREFkiPNT"1 RECORDED APRIL 18 2001 A5 [1`S1IZL)1thC t0,_ 211'a10^=_7h4 OF OF'FICIAI U-CORDS OF ORA",GE CO(,NT4, C'41APOR[k AND DELINT'ATED ON I;XH1311 "G" Al [AC PED fHFRL-IX), (OR I HI 1 NSTAI I A I SON, mAINIP'NAN(F, RU-NIR AND RUPLAC[ LENT OF OVERCROSSING ANT) OFHFR t\1PRON FXIENTS, AS SAID LICL-NSE JS SEI FORTH IN PAKAGRAIM^Of TP1F AGREEMENT I'AK(:F 1.D A NON-EXCLI SIVE APPURTEMNT LASi;WNT UPON,IN,OVF R,L.'\n)'R A\D ALOXG T1108r PORTIONS OF ME LAND AS Of_'CKALI-HED 1N I HAT(PRTAIN-WALL A\D LANDSCAPING F ASf 11ENT AND MA1\1'1-N ANCL AGRFEwIENT", DATED ki\Y 30, ?003, FXFCL IFD W WD BETWFFIN PCH ni-ACH RESORTS, I LC A CALIFORNIA LIMI]'ED LIABILIIN COMPANY AND PLC,1NON 1\A`FRPRO NI'LL(, 1 DTl_'1N-ARE EAN111ED LIABILITY COMPANY RL'CORDED ILRE• 12, 2003 AS I�SEitLM41N'1_Nf] xpu�(QOG�)[i32i,()F [_11'FIc RECORDS OE oR,A\C,L COON 1 Y,ST 11 G OF CAIJI ORN IA. AYN 024-2�1-01 EXHIBIT`B" 12-16-15 V6 -2- EXHIBIT "C" TITLE REPORT [BEHIND THIS PAGE] EXHIBIT"C" 12-16-15 V6 �XNiD� C _ Fidelity National 'Title Company 1300 Dove Street,Suite 310,Newport Beach,CA 92660 Phone (949)622-5000•Fax Issuing Policies of Fidelity National Title Insurance Company Title Officer Curtis Taplm(MA) Order No 997-23057604--CTI TO The Robert Mayer Corporation 8951 Research Drive Irvine,CA 92618 ATTN R.J.Mayer YOUR REFERENCE Hyatt Fee PROPERTY ADDRESS: 21500 Pacific Coast Highway-Hyatt Fee,Huntington Beach,CA AMENDED PRELIMINARY REPORT In response to the application for a policy of title insurance referenced herein, Fidelity National Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One The policy to be issued may contain an arbitration clause When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One Copies of the policy forms should be read They are available from the office which issued this report This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested The pohcy(s) of title insurance to be issued hereunder will be policy(s) of Fidelity National Title Insurance Company, a Nebraska Corporation Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One of this report carefully The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all hens, defects and encumbrances affecting title to the land (Countersigned by Authorized Signature CLTA Preliminary Report Form—Modified(11/17/06) Page I 0 Fidelity National 'Title Company 1300 Dove Street, Suite 310,Newport Beach,CA 92660 Phone (949)622-5000•Fax AMENDED PRELIMINARY REPORT EFFECTIVE DATE: September 15,2015 at 7:30 a.m.,Amended: September 25,2015,Amendment No. ORDER NO.: 997-23057604--CT1 The form of policy or policies of title insurance contemplated by this report is ALTA Extended Owners Policy(6-17-06) 1 THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS A Fee as to Parcel(s)A Easement(s)more fully described below as to Parcel(s)B,C,D 2 TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 3 THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS See Exhibit A attached hereto and made a part hereof. CLTA Preliminary Report Form—Modified(11/17/06) Page 2 PRELIMINARY REPORT Fidelity National Title Company Your Reference Order No 997-23057604--CTI EXIIIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA,AND IS DESCRIBED AS FOLLOWS PARCEL A LOT 1 OF TRACT NO 15535, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA,AS SHOWN ON A MAP FILED IN BOOK 790 PAGES 44 TO 50 INCLUSIVE OF MISCELLANEOUS MAPS, AND A TRACT MAP CERTIFICATE OF CORRECTION RECORDED DUNE 6, 2003 AS INSTRUMENT NO 03-659669,RECORDS OF ORANGE COUNTY,CALIFORNIA PARCEL B A NON-EXCLUSIVE,REVOCABLE LICENSE TO UTILIZE THAT CERTAIN AREA DEFINED AS "GRANT COAST RESORT IMPROVEMENT AREA" IN THAT CERTAIN "LICENSE AGREEMENT TO PROVIDE LANDSCAPING AND OTHER IMPROVEMENTS IN THE PUBLIC RIGHT-OF-WAY" ("AGREEMENT")RECORDED APRIL 18, 2001 AS INSTRUMENT NO 20010232765 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, AND DELINEATED ON EXHIBIT "F" ATTACHED THERETO, FOR THE INSTALLATION, MAINTENANCE, REPAIR AND REPLACEMENT OF LANDSCAPING AND OTHER IN PROVEMENTS, AS SAID LICENSE IS SET FORTH IN PARAGRAPH 2 OF THE AGREEMENT PARCEL C A NON-EXCLUSIVE, REVOCABLE LICENSE TO UTILIZE THAT CERTAIN AREA DEFINED AS "OVERCROSSING IMPROVEMENT AREA" IN THAT CERTAIN LICENSE AGREEMENT TO PROVIDE LANDSCAPING AND OTHER IMPROVEMENTS IN THE PUBLIC RIGHT-OF-WAY" ("AGREEMENT")RECORDED APRIL 18, 2001 AS INSTRUMENT NO 20010232765 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, AND DELINEATED ON EXHIBIT "G" ATTACHED THERETO, FOR THE INSTALLATION, MAINTENANCE, REPAIR AND REPLACEMENT OF OVERCROSSING AND OTHER IN PROVEMENTS, AS SAID LICENSE IS SET FORTH IN PARAGRAPH 2 OF THE AGREEMENT PARCEL D A NON-EXCLUSIVE APPURTENANT EASEMENT UPON,IN, OVER,UNDER AND ALONG THOSE PORTIONS OF THE LAND AS DESCRIBED IN THAT CERTAIN"WALL AND LANDSCAPING EASEMENT AND MAINTENANCE AGREEMENT", DATED MAY 30, 2003, EXECUTED BY AND BETWEEN PCH BEACH RESORTS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY AND PLC/LYON WATERFRONT LLC, A DELAWARE LMTED LIABILITY COMPANY RECORDED JUNE 12, 2003 AS INSTRUMENT NO 2003000690325, OF OFFICIAL RECORDS OF ORANGE COUNTY,STATE OF CALIFORNIA APN 024-251-01 CLTA Preliminary Report Form—Modified(11/17/06) Page 3 PRELIMINARY REPORT Fidelity National Title Company Your Reference Order No 997-23057604--CTI EXCEPTIONS AT THE DATE HEREOF, ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS: A Property taxes,which are a lien not yet due and payable,including any assessments collected with taxes to be levied for the fiscal year 2015-2016 B There were no taxes levied for the fiscal year 2014-215 as the property was vested in a public entity C The lien of any special tax resulting from the inclusion of the property in a Special Assessment District or Mello- Roos Community Facilities District in accordance with the codes,which may exist by virtue of Assessment Maps or Notices filed and/or recorded by any such district Assessments, if any,arising from such Assessment Districts will be collected along with regular Orange County real estate taxes D The herein described property lies within the boundaries of a Mello-Roos Community Facilities District("CFD"),as follows CFD No 2000-1 For Community Facilities Disclosed by Notice of Special Tax Lien(Show no recording info) This property,along with all other parcels in the CFD,is liable for an annual special tax This special tax is included with and payable with the general property taxes of the County of Orange The tax may not be prepaid Including any amendments thereof Although the above may be a lien,the amounts assessed are not yet due or payable E The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3 5 (commencing with Section 75)or Part 2, Chapter 3,Articles 3 and 4,respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy 1 Water rights,claims or title to water,whether or not disclosed by the public records 2 Easement(s)for the purposes(s)shown below and rights incidental thereto as delineated or as offered for dedication, on the Map of Tract No 15535 filed in Book 790,Pages 44 to 50 inclusive Purpose Pedestrian access purposes Affects Meandering sidewalks on said land Purpose Storm drain and water line purposes Affects A portion of said land Purpose Sewer line purposes Affects A portion of said land 3 The dedication to the City of Huntington Beach of the sanitary sewer system and appurtenances,the domestic water system and appurtenances and the storm drain system and appurtenances,all as shown on the improvement plans for said tract map CLTA Preliminary Report Form—Modified(11/17/06) Page 4 PRELIMINARY REPORT Fidelity National Title Company Your Reference Order No 997-23057604--CTl EXCEPTIONS (Continued) 4 There is a recital on the map of said tract that it is for commercial condominium purposes No commercial condominium regime which includes the land described herein has been dedicated nor created at this time 5 All vehicular access rights to Pacific Coast Highway, Beach Boulevard, Twin Dolphin Drive and Pacific View Avenue, except at locations approved by the traffic engineer, have been released and relinquished to the City of Huntington Beach on the map of said tract 6 Matters contained in that certain document entitled "Amended and Restated Development Agreement" dated , executed by and between City of Huntington Beach and Mayer Financial, Ltd, and the Waterfront Hotel, LLC recorded October 21, 1998,Instrument No 19980711512, of Official Records Reference is hereby made to said document for full particulars and re-recorded December 7, 1998,Instrument No 19980838602,of Official Records and Release of Construction Covenants recorded May 29,2003,Instrument No 2003000624371,of Official Records 7 Easement(s)for the purpose(s)shown below and rights incidental thereto as granted in a document Granted to The City of Huntington Beach Purpose Pedestrian overpass Recorded June 2,2000,Instrument No 20000291180, of Official Records Affects Portions of said land 8 Matters contained in that certain document entitled "License Agreement to Provide Landscaping and Other Improvements in the Public Right-of-Way" dated February 20, 2001, executed by and between The City of Huntington Beach, a municipal corporation of the State of California, The Waterfront Hotel, LLC, a California limited liability company and Mayer Financial, L P, a California limited partnership recorded April 18, 2001, Instrument No 20010232765, of Official Records, which document, among other things, contains or provides for Landscaping and other public improvements in the public right-of-way Reference is hereby made to said document for full particulars 9 Matters contained in that certain document entitled "Agreement Involving the Installation of the Pedestrian Overcrossing" dated February 20, 2001, executed by and between City of Huntington Beach, a municipal corporation of the State of California, Orange County Sanitation District, a public agency of the State of California and Mayer Financial,L P, a California limited partnership recorded April 18,2001, Instrument No 20010232766, of Official Records,which document, among other things, contains or provides for The installation of a pedestrian crossing Reference is hereby made to said document for full particulars 10 Matters contained in that certain document entitled "Assignment and Assumption Agreement and Consent to Assignment"dated April 3, 2001, executed by and between Mayer Financial,L P, a California limited partnership, PCH Beach Resort,LLC, a California limited liability company consented to by the Redevelopment Agency of the City of Huntington Beach and the City of Huntington Beach, and the Orange County Sanitation District, a public agency of the State of California recorded April 18,2001,Instrument No 20010232768, of Official Records Reference is hereby made to said document for full particulars CLTA Preliminary Report Form—Modified(11/17/06) Page 5 PRELIMINARY REPORT Fidelity National Title Company Your Reference Order No 997-23057604--CTI EXCEPTIONS (Continued) 11 An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document Entitled Memorandum of Lease and Right of First Refusal Lessor The Redevelopment Agency of the City of Huntington Beach, a public body and corporate and politic Lessee PCH Beach Resort,LLC,a California limited liability company Recording Date April 18,2001 Recording No 20010232769,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 12 Easement(s)for the purpose(s)shown below and rights incidental thereto as granted in a document Granted to State of California Purpose A pedestrian overpass and improvements and facilities appurtenant thereto Recorded January 14,2003,Instrument No 2003000047530, of Official Records Affects A portion of said land 13 Easement(s)for the purpose(s)shown below and rights incidental thereto as granted in a document Granted to None shown Purpose Wall and landscape easement Recorded June 12,2003,Instrument No 2003000690325, of Official Records 14 Matters contained in that certain document Entitled "Estoppel Agreement Regarding Ground Lease" Dated July 19,2013 Executed by Successor Agency to the Former Development Agency of the City of Huntington Beach, The Waterfront Hotel, LLC, a California limited liability company and Morgan Stanley Mortgage Capital Holdings LLC,a New York limited liability company Recording Date July 19,2013 Recording No 2013000434292, Official Records Reference is hereby made to said document for full particulars 15 Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease,together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents 16 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 CLTA Preliminary Report Form—Modified(11/17/06) Page 6 PRELIMINARY REPORT Fidelity National Title Company Your Reference Order No 997-23057604--CTl EXCEPTIONS (Continued) 17 Intentionally deleted PLEASE REFER TO THE"INFORMATIONAL NOTES"AND"REQUIREMENTS"SECTIONS WHICH FOLLOW FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION. END OF EXCEPTIONS CLTA Preliminary Report Form—Modified(11/17/06) Page 7 PRELIMINARY REPORT Fidelity National Title Company Your Reference. Order No 997-23057604--CTI REQUIREMENTS SECTION 1 The requirement that this company be furnished proper regulatory statutes authonzing this transaction and appropriate documentation indicating who may execute on behalf of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach 2 Unrecorded matters which may be disclosed by an Owner's Affidavit or Declaration A form of the Owner's Affidavit/Declaration is attached to this Preliminary Report/Commitment This Affidavit/Declaration is to be, completed by the record owner of the land and submitted for review prior to the closing of this transaction Your prompt attention to this requirement will help avoid delays in the closing of this transaction Thank you The Company reserves the right to add additional items or make further requirements after review of the requested Affidavit/Declaration END OF REQUIREMENTS PRELIMINARY REPORT Fidelity National Title Company Your Reference Order No 997-23057604--CTI INFORMATIONAL NOTES SECTION 1 None of the items shown in this report will cause the Company to decline to attach CLTA Endorsement Form 100 to an Extended Coverage Loan Policy,when issued 2 The Company is not aware of any matters which would cause it to decline to attach CLTA Endorsement Form 116 indicating that there is located on said Land Commercial properties,known as 21500 Pacific Coast Highway-Hyatt Fee,located within the city of Huntington Beach,California,,to an Extended Coverage Loan Policy 3 Note The policy of title insurance will include an arbitration provision The Company or the insured may demand arbitration Arbitrable matters may include,but are not limited to, any controversy or claim between the Company and the insured ansing out of or relating to this policy,any service of the Company in connection with its issuance or the breach of a policy provision or other obligation Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage 4 Note The only conveyance(s) affecting said Land,which recorded within 24 months of the date of this report, are as follows Grantor The City of Huntington Beach,a California municipal corporation Grantee The Successor Agency to the Redevelopment Agency of the City of Huntington Beach Recording Date December 20,2012 Recording No 2012000789961,Official Records END OF INFORMATIONAL NOTES Curtis Taplin(MA)/maf PRELIMINARY REPORT Fidelity National Title Company Your Reference Order No 997-23057604--CTI FIDELITY NATIONAL FINANCIAL PRIVACY NOTICE Fidelity National Financial, Inc and its majority-owned Cookies From time to fame,FNF or other third parties may subsidiary companies providing real estate- and loan-related send a"cookie" to your computer A cookie is a small piece of services (collectively, "FNF", "our" or "we") respect and are data that is sent to your Internet browser from a web server and 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Website are provided "as is" and "as available" for open position your use, without representations or warranties of any kind, If FNF collects Personal Information from you,such information either express or implied, unless such warranties are legally will not be disclosed or used by FNF for purposes that are incapable of exclusion Fidelity National Financial, Inc makes incompatible with the purpose(s) for which it was originally no representations or warranties that any services provided to collected or for which you disclosure and use you by it or the Website, or any services offered in connection You may opt out of online behavioral advertising by following with the Website are or will remain uninterrupted or error-free, the instructions set forth above under the above section that defects will be corrected, or that the web pages on or "Additional Ways That Information Is Collected Through the accessed through the Website, or the servers used in connection Website,"subsection"Third Party Opt Out" with the Website, are or will remain free from any viruses, worms, time bombs, drop dead devices, Trojan horses or other Access and Correction harmful components Any liability of Fidelity National Financial, To access your Personal Information in the possession of FNF Inc and your exclusive remedy with respect to the use of any and correct inaccuracies of that information in our records,please product or service provided by Fidelity National Financial, Inc Privacy Notice Effective January 6,2015 PRELIMINARY REPORT Fidelity National Title Company Your Reference Order No 997-23057604--CTI including on or accessed through the Website, will be the re- If you have additional questions or comments,please let us know performance of such service found to be inadequate by sending your comments or requests to Your Consent To This Privacy Notice Fidelity National Financial,Inc By submitting Personal Information to FNF, you consent to the 601 Riverside Avenue collection and use of information by us as specified above or as Jacksonville,Florida 32204 we otherwise see fit, in compliance with this Privacy Notice, Attn Chief Privacy Officer unless you inform us otherwise by means of the procedure (888)934-3354 identified below If we decide to change this Privacy Notice,we privacy@fnf com will make an effort to post those changes on the Website Each Copyright © 2015 Fidelity National Financial, Inc All Rights time we collect information from you following any amendment Reserved of this Privacy Notice will signify your assent to and acceptance of its revised terms for all previously collected information and EFFECTIVE AS OF JANUARY 6,2015 information collected from you in the future We may use comments, information or feedback that you may submit in any manner that we may choose without notice or compensation to you Privacy Notice Effective January 6,2015 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 field 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 each discount These discounts only apply to transaction 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 Underwntten Title Company FNF Underwriter FNTC-Fidelity National Title Company FNTIC-Fidelity National Title Insurance Company FNTCCA—Fidelity National Title Company of California Available Discounts CREDIT FOR PRELIMINARY REPORTS AND/OR COMMITMENTS ON SUBSEQUENT POLICIES(FNTIC) Where no major change in the title has occurred since the issuance of the original report or commitment,the order may be reopened within 12 or 36 months and all or a portion of the charge previously paid for the report or commitment may be credited on a subsequent policy charge DISASTER LOANS(FNTIC) The charge for a lender's Policy(Standard or Extended coverage)covering the financing or refinancing by an owner of record,within 24 months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area,which was partially or totally destroyed in the disaster,will be 50%of the appropriate title insurance rate CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS(FNTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be 50%to 70%of the appropriate title insurance rate, depending on the type of coverage selected The charge for a lender's policy shall be 40%to 50%of the appropriate title insurance rate, depending on the type of coverage selected t OWNER'S DECLARATION The undersigned hereby declares as follows. 1 (Fill in the applicable paragraph and strike the other) a Declarant("Owner")is the owner or lessee,as the case may be,of certain premises located at further described as follows See Preliminary Report/Commitment No 23057604-997-MAT-CTI for full legal description(the"Land") b Declarant is the of ("Owner"),which is the owner or lessee,as the case may be,of certain premises located at further described as follows See Preliminary Report/Commitment No 23057604-997-MAT-CT1 for full legal description(the"Land") 2 (Fill in the applicable paragraph and strike the other) a During the period of six months immediately preceding the date of this declaration no work has been done, no surveys or architectural or engineering plans have been prepared, and no materials have been famished in connection with the erection,equipment,repair, protection or removal of any building or other structure on the Land or in connection with the improvement of the Land in any manner whatsoever b During the period of six months immediately preceding the date of this declaration certain work has been done and materials furnished in connection with upon, the Land to the approximate total sum of$ ,but no work whatever remains to be done and no materials remain to be furnished to complete the construction in full compliance with the plans and specifications, nor are there any unpaid bills incurred for labor and materials used in making such improvements or repairs upon the Land, or for the services of architects, surveyors or engineers, except as follows Owner, by the undersigned Declarant, agrees to and does hereby indemnify and hold harmless Fidelity National; Title Company against any and all claims arising therefrom 3 Owner has not previously conveyed the Land,is not a debtor in bankruptcy(and if a partnership,the general partner thereof is not a debtor in bankruptcy), and has not received notice of any pending court action affecting the title to the Land 4 Except as shown in the above-referenced Preliminary Report/Commitment, there are no unpaid or unsatisfied mortgages, deeds of trust, Uniform Commercial Code financing statements, claims of lien, special assessments, or taxes that constitute a lien against the Land or that affect the Land but have not been recorded in the public records 5 The Land is currently in use as , occupy/occupies the Land, and the following are all of the leases or other occupancy rights affecting the Land 6 There are no other persons or entities that assert an ownership interest in the Land, nor are there unrecorded easements,claims of easement,or boundary disputes that affect the Land 7 There are no outstanding options to purchase or rights of first refusal affecting the Land This declaration is made with the intention that Fidelity National Title Company (the "Company") and its policy issuing agents will rely upon it in issuing their title insurance policies and endorsements Owner, by the undersigned Declarant, agrees to indemnify the Company against loss or damage (including attorneys fees, expenses, and costs) incurred by the Company as a result of any untrue statement made herein I declare under penalty of perjury that the foregoing is true and correct and that this declaration was executed on _ at Signature CA Discount Notice Effective Date 12/02/2014 Attachment One(Revised 06-05-14) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY—1990(04-08-14) 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 or governmental regulation(including but not limited to building or zoning laws,ordinances,or regulations) restricting, regulating,prohibiting or relating(i)the occupancy, use, or enjoyment of the land, (m)the character, dimensions or location of any improvement now or hereafter erected on the land,(ui)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, hen,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 the insured claimant, (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy, (c) resulting in no loss or damage to the insured claimant, (d) attaching or created subsequent to Date of Policy,or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy 4 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 the operation of federal bankruptcy,state insolvency or similar creditors'rights laws EXCEPTIONS FROM COVERAGE—SCHEDULE B,PART I This policy does not msure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of I 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 clauns which are not shown by the public records but which could be ascertained by an inspection of the land or which may he 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 Imes,shortage in area,encroachments,or any other facts which a correct survey would disclose, and which are not shown by the public records 5 (a) Unpatented mining claims, (b)reservations or exceptions in patents or in Acts authorizing the issuance thereof, (c)water rights, claims or title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records 6 Any lien or right to a lien for services,labor or material not shown by the public records CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE(12-02-13) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B,You are not insured against loss,costs,attorneys'fees,and expenses resulting from I Governmental police power,and the existence or violation of those portions of any law or government regulation concerning a building, b zoning, ©California Land Title Association All rights reserved The use of this Form is restricted to CLTA subscribers in good standing as of the date of use All other uses are prohibited Reprinted under license or express permission from the California Land Title Association CLTA PRELIMINARY REPORT FORM,Attachment One(Revised 06-05-14) c land use, d improvements on the Land, e land division,and f environmental protection This Exclusion does not limit the coverage described in Covered Risk 8 a, 14, 15,16, 18, 19,20,23 or 27 2 The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes This Exclusion does not limit the coverage described in Covered Risk 14 or 15 3 The right to take the Land by condemning it This Exclusion does not limit the coverage described in Covered Risk 17 4 Risks a that are created,allowed,or agreed to by You,whether or not they are recorded in the Public Records, b that are Known to You at the Policy Date,but not to Us,unless they are recorded in the Public Records at the Policy Date, c that result in no loss to You,or d that first occur after the Policy Date-this does not limit the coverage described in Covered Risk 7,8 e,25,26,27 or 28 5 Failure to pay value for Your Title 6 Lack of a right a to any land outside the area specifically described and referred to in paragraph 3 of Schedule A,and b in streets,alleys,or waterways that touch the Land This Exclusion does not limit the coverage described in Covered Risk 11 or 21 7 The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency,or similar creditors'rights laws 8 Contamination,explosion,fire,flooding,vibration,fracturing,earthquake,or subsidence 9 Negligence by a person or an Entity exercising a right to extract or develop minerals,water,or any other substances LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows • For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A The deductible amounts and maximum dollar limits shown on Schedule A are as follows Our Maximum Dollar Your Deductible Amount Limit of Liability 1 00%of Policy Amount Shown in Schedule A or$2,500 00 Covered Risk 16 (whichever is less) $10,000 00 1 00%of Policy Amount Shown in Schedule A or$5,000 00 Covered Risk 18 (whichever is less) $25,000 00 1 00%of Policy Amount Shown in Schedule A or$5,000 00 Covered Risk 19 (whichever is less) $25,000 00 1 00%of Policy Amount Shown in Schedule A or$2,500 00 Covered Risk 21 (whichever is less) $5,000 00 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 anse 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, (n) the character,dimensions,or location of any improvement erected on the Land, (m) the subdivision of land,or (iv) environmental protection, or the effect of any violation of these laws,ordinances, or governmental regulations This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5 (b) Any governmental police power This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6 2 Rights of emment 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, ©California Land Title Association All rights reserved The use of this Form is restricted to CLTA subscribers in good standing as of the date of use All other uses are prohibited Reprinted under license or express permission from the California Land Title Association CLTA PRELIMINARY REPORT FORM,Attachment One(Revised 06-05-14) (d) attaching or created subsequent to Date of Policy(however, this does not modify or limit the coverage provided under Covered Risk 11,13 or 14),or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage 4 Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing- business laws of the state where the Land is situated 5 Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-m-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 I(b) The above policy form may be issued to afford either Standard Coverage or Extended Coverage In addition to the above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage EXCEPTIONS FROM COVERAGE Except as provided in Schedule B - Part II, 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 PART I The above policy form may be issued to afford either Standard Coverage or Extended Coverage In addition to the above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage 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 hen or right to a hen for services,labor or material not shown by the Public Records PART II In addition to the matters set forth in Part I of this Schedule,the Title is subject to the following matters,and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage 2006 ALTA OWNER'S POLICY(06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys'fees,or expenses that arise by reason of 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, (u) the character,dimensions,or location of any improvement erected on the Land, (m) the subdivision of land,or (iv) environmental protection, or the effect of any violation of these laws, ordinances, or governmental regulations This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5 (b) Any governmental police power This Exclusion l(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 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 ©Calrfornia Land Title Association All rights reserved The use of this Form is restricted to CLTA subscribers in good standing as of the date of use All other uses are prohibited Reprinted under license or express permission from the California Land Title Association CLTA PRELIMINARY REPORT FORM,Attachment One(Revised 06-05-14) 4 Any clanm, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A,is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy 5 Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A The above policy form may 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 The above policy form may be issued to afford either Standard Coverage or Extended Coverage In addition to the above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage 1 (a)Taxes or assessments that are not shown as existing liens by the records of any taxmg 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 clanms thereof,not shown by the Public Records 4 Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records 5 (a)Unpatented mining claims,(b) reservations or exceptions in patents or in Acts authorizing the issuance thereof, (c) water rights, claims or title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records 6 Any lien or right to a lien for services,labor or material not shown by the Public Records 7 Variable exceptions such as taxes,easements,CC&R's,etc shown here ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY(12-02-13) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys'fees or expenses which arise by reason of 1 (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating, prohibiting,or relating to (1) the occupancy,use,or enjoyment of the Land, (n) the character,dimensions,or location of any improvement erected on the Land, (ni) the subdivision of land,or (iv) environmental protection, or the effect of any violation of these laws, ordinances, or governmental regulations This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5,6, 13(c), 13(d), 14 or 16 (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-lendmg law This Exclusion does not modify or limit the coverage provided in Covered Risk 26 6 Any claim of invalidity,unenforceabihty 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 ©California Land Title Association All rights reserved The use of this Form is restricted to CLTA subscribers in good standing as of the date of use All other uses are prohibited Reprinted under license or express permission from the California Land Title Association I CLTA PRELIMINARY REPORT FORM,Attachment One(Revised 06-05-14) 9 Any claim, by reason of the operation of federal bankruptcy, state insolvency,or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage,is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated in Covered Risk 27(b)of this policy 10 Contamination,explosion,fire,flooding,vibration,fracturing,earthquake,or subsidence 11 Negligence by a person or an Entity exercising a right to extract or develop minerals,water,or any other substances ©California Land Title Association All rights reserved The use of this Form is restricted to CLTA subscribers in good standing as of the date of use All other uses are prohibited Reprinted under license or express permission from the California Land Title Association N c o N o � V 11 ~ 4 Ln N L �a0 h O N O u) u) hu)00 Q C1U Y h U W O u) J 0: C1W� VI U C22 O I V)J Ingo 117 c R �64y a d h p W � W ~ x �It- 2 �O nl J 1 Y "rtY O O Zrja� may n N 1,, O ,, � `^ J yrDO'^i,��• Q� ww 2 2 -Ile It 16 q . OWNER'S DECLARATION The undersigned hereby declares as follows 1 (Fill in the applicable paragraph and strike the other) a Declarant("Owner")is the owner or lessee,as the case may be,of certain premises located at further described as follows See Preliminary Report/Commitment No 23057604-997-MAT-CTI for full legal description(the"Land") b Declarant is the of ("Owner"),which is the owner or lessee,as the case may be,of certain premises located at further described as follows See Preliminary Report/Commitment No 23057604-997-MAT-CTI for full legal description(the"Land") 2 (Fill in the applicable paragraph and strike the other) a During the period of six months immediately preceding the date of this declaration no work has been done, no surveys or architectural or engineering plans have been prepared, and no materials have been furnished in connection with the erection, equipment,repair,protection or removal of any building or other structure on the Land or in connection with the improvement of the Land in any manner whatsoever b During the period of six months immediately preceding the date of this declaration certain work has been done and materials furnished in connection with upon the Land in the approximate total sum of$ but no work whatever remains to be done and no materials remain to be furnished to complete the construction in full compliance with the plans and specifications, nor are there any unpaid bills incurred for labor and materials used in making such improvements or repairs upon the Land, or for the services of architects, surveyors or engineers, except as follows Owner, by the undersigned Declarant, agrees to and does hereby indemnify and hold harmless Fidelity National Title Company against any and all claims arising therefrom 3 Owner has not previously conveyed the Land, is not a debtor in bankruptcy(and if a partnership,the general partner thereof is not a debtor in bankruptcy), and has not received notice of any pending court action affecting the title to the Land 4 Except as shown in the above-referenced Preliminary Report/Commitment, there are no unpaid or unsatisfied mortgages, deeds of trust, Uniform Commercial Code financing statements, claims of lien, special assessments, or taxes that constitute a lien against the Land or that affect the Land but have not been recorded in the public records 5 The Land is currently in use as , occupy/occupies the Land, and the following are all of the leases or other occupancy rights affecting the Land 6 There are no other persons or entities that assert an ownership interest in the Land, nor are there unrecorded easements,claims of easement,or boundary disputes that affect the Land 7 There are no outstanding options to purchase or rights of first refusal affecting the Land This declaration is made with the intention that Fidelity National Title Company (the "Company") and its policy issuing agents will rely upon it in issuing their title insurance policies and endorsements Owner, by the undersigned Declarant, agrees to indemnify the Company against loss or damage (including attorneys fees, expenses, and costs) incurred by the Company as a result of any untrue statement made herein I declare under penalty of perjury that the foregoing is true and correct and that this declaration was executed on _ at Signature MISCO220 doc—Owner's Declaration(Rev 02/03/14) 1 P s, ATTACHMENT NO. 1 MAP OF THE SITE ' E'LY LINE SEC 14, I T. 6 S., R. 11 W., I M.M. 51/14 J J N'LY LINE S 1/2, NE 1/4 I SEC 14, T.6•S., R.11•W., i M.M. 51/1 I \ N35'22'2_5"E (R) P.O.B. \ r N89'42'S8"E -1658.70' ( A=05'54'16" R=2452.00' L=252.68' N4643'21"W 38.85' THE SITE tia6. 45.56 AC. �6?0 F ,p'Q OOR��� \\\ M m o , os, A _ % c � 1 0, 9�Y R��< ST ,9 q., w m 1110, 6s>s, >RN kq� b N I NOU44'22"W 12.63, - I 0 v� N53'05'49"W 172.33' �� S74'34'12"W 45 01' EXHIBTI' "D99 GRANT DEED OFFICIAL BUSINESS Document entitled to free recording per Government Code Section 27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL AND SEND TAX STATEMENTS TO• PCH Beach Resort LLC c/o The Robert Mayer Corporation 8951 Research Drive Irvine, CA 92618 Attn RJ Mayer SPACE ABOVE THIS LINE FOR RECORDING USE GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, herein called "Grantor," hereby grants to PCH BEACH RESORT, LLC, a California limited liability company, herein called "Grantee," that certain real property located in the City of Huntington Beach, County of Orange, State of California (the "Property"), more particularly described in the legal description attached hereto as Exlubrt A and incorporated herein by this reference, in accordance with and subject to the covenants, conditions and restrictions set forth in this Grant Deed Grantor and Grantee agree as follows 1 Obligation to Refrain from Discrimination There shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, and Grantee itself or any person claiming under or through it shall not establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property 2 Form of Nondiscrimination and Non-segregation Clauses Grantee shall refrain from restricting the rental, sale, or lease of the Property, or any portion thereof, on the basis of sex, marital status, race, color, creed, religion, ancestry, or national origin of any person All EXHIBIT"D" 12-16-15 V6 Page 1 of 5 such deeds, leases, or contracts pertaining to the foregoing matters shall contain or be subject to substantially the following nondiscrimination or non-segregation clauses a In deeds "The grantee herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed The foregoing covenants shall run with the land" b In leases "The lessee covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through it, and this lease is made and accepted upon and subject to the following conditions That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." c In contracts "There shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land" 3 All conditions, covenants and restrictions contained in this Grant Deed shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by the Grantor, its successors and assigns, and the City and its successors and assigns, against the Grantee, its successors and assigns, to or of the Property conveyed herein or any portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof. 4 The conditions contained in this Grant Deed shall remain in effect in perpetuity 5 In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that the Grantor and City shall each be deemed a beneficiary of the agreements and covenants provided heremabove both for and in its own right and also for the purposes of protecting the interests of the community All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor and City, and such 12-16-15 V6 EXHIBIT"D" Page 2 of 5 covenants shall run in favor of the Grantor and City for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor or the City is or remains an owner of any land or interest therein to which such covenants relate. The Grantor and the City shall each have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions at law or suit in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant. 6 No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security, provided, however, that any subsequent owner of the Property shall be bound by the covenants, conditions, restrictions, limitations, and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure,trustee's sale or otherwise. 7 None of the terms, covenants, agreements or conditions heretofore agreed upon in writing in other instruments between the parties to this Grant Deed with respect to obligations to be performed, kept or observed by the Grantee or the Grantor in respect to the Property or any part thereof after this conveyance of the Property shall be deemed to be merged with this Grant 8. The covenants contained in this Grant Deed shall be construed as covenants running with the land [signatures on following page] [remainder of page intentionally left blank] 12-16-15 V6 EXHIBIT"D" Page 3 of 5 a Grantor SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By Its Chairperson ATTEST By Its Secretary APPROVED AS TO FORM By Its. General Counsel Grantee PCH BEACH RESORT, LLC By Grand Resort, LLC, a California limited liability company, its Managing Member By RLM Management, Inc , a California corporation, Manager By Its Chairman 12-16-15 V6 EXHIBIT"D" Page 4of5 EXHIBIT A TO GRANT DEED LFGAL DESCRIPTION THE LAND REFERRED TO IMREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE- SATE Or CALIFORNIA,AND IS DESCRIBED AS FOLLOA S PARCEL A LOT I O T R ACT N L 1553 , rN TI Its CITY OF '\'E\VPORT REACH, COUNTY Of- RA\,TCF-, STA 1'C OF CALIFORNIA A5 5HOVlh QR A MAP FILED 1\`]i� 1K 780, 1r£S 14_T )C_51I l4[ Ljj&V1'OF\95C�l_.L ANEQU$ MAPS,AND A TRACT MAP CERTIFICATE OF CORRECTION RECORDED]UNr 0, 2003 AS INSTRUNIIINT NO 00,1-659669 RFCORDS of ORAVCE CO11NTY,CAIJFOR'.\'IA PARCEL B A NON-L\CLLSIVE.REM'OCABLL LIC'E.NSF TO L.111,,171'`rR%[ C1 RTAIN AREA DEFINED AS"OR ANT COAST RESORE' [MPROVEVIEI\1 AREA" IN THAT CERTAIN "LICL\ISE A(3RFF41f-\T TO PROVIDL• LANDSCAPING kND O'IIIER IA4PRO\'L'N[E'lIS IN THL PUBLIC RIG]I[-OF-\1AY"l"AGREEME\T")RECORDED APRIL 18,2001 AS i TkU'+,II i.T NQ. '?CFRIQ212765 OF OFF10-3l RECORDS OI OR%NGE COUNTY, CALIFORNIA, A\D DELINEATED ON EX[UBII "F" AI-(ACHED IHLKEIO, IOR TO[. INSTALLATION, MAINTENANCE, RLPAIR A\D REPLACE14ENT OF LANDSCAPING AND OTHER IMPRON-LkIENIS AS SMO LICI \{SF IS SL I f ORTH IN PARAGRAPH 2OP INEA(;RL0v1FNT- PARCEL C- 4 NON-EXCLUSIVE, REVOCAB1,Y LIC-f-NSL 10 U I'll-17_E ]HAT CERTA[\ ARI-A DEFINED AS "CPVERC RCASING lkil"ROVEMEN1 AREA" IN TKA f CIA I AIN LlC PNSE 'k0REbMRN f 10 PRC)"JIDE' LANDS{'AI';VC3 AND OTHFR I',,IPP.OVF\IFNT'S IN THI:PI BLaC RIGI-1 r-oF \4`AY"(",AG]t�,EA4ENT"I RECORDED APRIL 18 2001 AS [hS[J1t;11EN'j�tit?, ��!I;)102=?�fi C)F CJFPICIAL RECORDS OF ORA\GE CO(, TY, CALIFORNIA AND DELENLAT'ED ON EXHIBIT "U" 'AI I M-FEV fHFRL[O, 9 OR T Ill_ 1 NSTAI I-A[f0N, %lA1\IE\AN(I', RI-.PAIR AVI] RF-PL4OLtvlE\'T OF O ERCROSSING ART) OTHER .N1PRQXEMENT3, AS SAID LICENSE IS SE7 Ft1RTH I\P,AR,4GR AN 12 Of I?IF AGRL:f3Ali:\T PARCRI.D A NON-EXCLUSIVE APrURTE\\NT I-%SENfl\T UPON,IN,OVI-.R,I NDFR AND ALONG TIIOSF,PORTIONS OF IIiE I AM)AS I)f-SC1tI1dGD 1N 114AT CERTAIN"WALL A\'D LANDSCA[ING FASL'%JENT ANU N4Af\1'I-N 1NC'L AGREEMENT' DATED MAI 30, 309?, I-XFXLT-FU BY '.ND BET\\FEN PCH PrFxCH RESORTS, LLC. A C`AI-Il'ORNIA LIN4f7'I:D LIABILI'[Y CO\iPANY ,A'\D i']Crl-NO\' i\AIF,RfRo,4r LLC_ A DFI.k+AAKE LINIIFCD I.IAIIIL ITY COMPANY RECORDED ILTN7E 12, 2003 \S INS IRL'+4LN 1_TIf_1 (IIl?(#OI16!?tli2 ()F (11=FK AI- RECORDS Oc O A\f3L COON I Y,ST k I F Or C'AIJI'OR\IA. aPN-02 2 s 1-6 1 12-16-15 V6 EXHIBIT"D" Page 5 of 5 Oversight Board Res. No. 2015-09 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF HUNTINGTON BEACH ) I I, JOAN FLYNN, Secretary of the Huntington Beach Oversight Board of the Successor Agency of the Former City of Huntington Beach Redevelopment Agency, Huntington Beach, California DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Huntington Beach Oversight Board of the Successor Agency of the Former City of Huntington Beach Huntington Beach Redevelopment Agency at a meeting held on December 22, 2015 and that it was so adopted by the following vote AYES: Board Members: Hardy, Katapodis, L Dunn, Fntzal NOES: Board Members: None ABSENT: Board Members: Delgado, A Dunn ABSTAIN: Board Members: Bone Secr tary of the Huntington Beach Oversight Board of the Successor Agency of the Former City of Huntington Beach Redevelopment Agency Huntington Beach, California