HomeMy WebLinkAboutAMBRIZ, VIRGINIA G.INSURANCE NOT REQUIRED
A-2022-237
WORK PIJRCRAE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
CLERK OF THE COUNCIL AND BILATERAL ESCROW INSTRUCTIONS
DEC 13 2022 rn
DAfFFiIS AGREEMENT (hereinafter "PSA"), entered into on bPv w,2022,
between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the
Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Virginia G. Ambriz, an
unmarried woman (hereinafter "Seller"), regardless of number or gender;
THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject
to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to
purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as
follows:
o: hul A (lene!-
SEE EXHIBIT "A" —Legal Description
ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as 2246 S. Cedar Street, Santa Ana CA)
(APN 016-214-12)
Said purchase a_nd. sale of Said Real. Property shall be in accordance with. and subject to all of the following.
terms, conditions, promises, covenants, agreements and provisions, to wit:
1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the
office of Fidelity National Title, 4400 MacArthur Blvd., Suite 200, Newport Beach within sixty (60) days from
and after the date on which the City has approved this Agreement.
2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided,
said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions,
restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether
monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or
defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to
said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further
agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition,
restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary
or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in
title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be
conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to
convey title as hereinabove provided.
3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real
property to City, within the time and at the place hereinabove specified for said conveyance of said real
property, a policy of title insurance to be issued by the above mentioned title company, with the City therein
naffed as the insured, irr toe amount of Se-vee• Hurm4red rwenty Five Thousand and ne1400 Del ars
($725,000.00) insuring the title of the City to said real property is free and clear of any and all conditions,
restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether
monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or
defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to.
Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements
of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein
required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may
accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this
Agreement.
4. Escrow. City agrees to open an escrow at the office of Fidelity National Title, 4400 MacArthur Blvd.,
Suite 200, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on
whtoh tha City has approved this Agreemerxt Thts Agreemenx coratituies the joint esorQw Instructions of the
City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the
opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If
escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen
conditions of title or interest of third parties In the Property that cannot be resolved In Escrow, then buyer
may, at Its option, request cancellation of escrow and this Agreement and return of any funds It has deposited
into escrow. Thereapen, all. obllgatlons and. liabEities of the. Parties under this, Agreement shall. cease and.
terminate. If no such request Is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be
entitled to possession of the Property immediately upon close of Escrow.
The Escrow Agent hereby Is empowered to act under this Agreement, and upon Indicating Its acceptance of
this Section 4 and of the General Provisions described In Exhibit "B" attached hereto and incorporated
herein by this reference,, In writing, delivered to the City and to the Seller within five (5) days after delivery of
this Agreement, shall carry out its duties as Escrow Agent hereunder.
City agrees to bear and Escrow Agent Is hereby authorized to charge to the City the cost of any transfer
taxes, recording fees, cost of title Insurance, re -conveyance fees, document preparation fees, escrow fees
and any other closing costs Incidental to the conveying of said real property to City. Penalties for prepayment
of bona- fide obligations secured by any existing deed of tarsi or mortgage, shall be, waived pursuant to Clvli
Code Procedures Seotlon 1265.240:
The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed
upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement.
5. ProroerW Taxes. Such real property taxes, if any, on sold real property for the fiscal year within which
said real property Is conveyed to City as are unpaid at the time of said Conveyance shall be cleared and paid
in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of
California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of
the State of California for that portion of property taxes on said real property for said fiscal year which have
been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that
portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded
and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State
of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property;
Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written
request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, If any; however, in no case
sfrali Buyer credit or otherwise, pay Seller for that refund, if any,, threugRr or eutside• of Escmw:
All unpaid taxes on said real property for any and all years prior to the fiscal year within which said
conveyance is made shall be paid by Seller before conveyance of said real property to City.
6. Payment of Purchase Pace. City agrees to pay to Seller, and Seller agrees to accept from City, as
and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the
realty) and severance damages, the total sum of SEVEN HUNDRED TWENTY FIVE THOUSAND DOLLARS
($725,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY
(30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is
hereby authorized to pay the same to Seller upon and after:
a. Conveyance of said real property by Seller to City as hereinabove provided;
b. Acceptance by City of a Grant Deed conveying said real property to City;
c. Delivery to City of the policy of title Insurance as hereinabove provided;
d. Recordation of the Deed conveying said real property to City.
7, Possesslon, Seller, agrees to deliver to Clty� on the date the Deed. corveyina saJ.d. real properly to
City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all
personal property.
a. No later than fourteen days (14) days after close of escrow, Seller shall have removed all
merchandise, inventory, equipment, personal property, and/or removable trade fixtures from
the Property. Any, merchandise,, inventory,,, equlpmeant,, personal property.,, and(or removable
trade fixtures at the Property as of three days after close of escrow shall be deemed
abandoned by Seller on that date.
b. if Seller does not vacate the Property by the above stated date, the Seller agrees to have the
Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or
Sheriff of Orange County, to take physical possession of the Property in favor of the City,.
Seller waives the right to have the City file an unlawful detainer action, as well as waive the
right to any hearing or any requirements for an application by City to obtain the Writ of
Possession and/or Assistance and waives any and all rights to object to the Issuance of said
Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow.
8, Rillintgil Ana Qcg{tRgncy 6v Seller, Seller agrees to execute a complete, current and correct
statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within
fifteen (16) days hereof with copies of any written leases or rental agreements attached. All rents will be
prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that
statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are
vacant as of the date that this agreement is executed by seller, or which may be vacated by present
occupants prior to close of escrow. In return, the City agrees to reimburse Seiler lost rentals Incurred by
keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits
pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall
be transferred to and become the property of City during escrow.
Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements,
tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless
from all liability from any such leases or agreements. Seller also warrants that there are no oral or written
leases on all or any portion of the subject property exceeding a period of one month.
to Waive . The, waiver by City of any breach• of any covenant or agreement herein, contained, ON the.
part of the Seller shall not be deemed or hold to be a waiver of any subsequent or other breach of said
covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein.
10. Heirs, Assigns, Successors41n-Intereat. This PSA, and all the terms, covenants and conditions
hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective
Parties hereto._
11. Time Is of the Essence. In all matters and things hereunder to be done and in all payments
hereunder to be made, time is and shall be of the essence.
12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation
at fair market value• for said real, property. and Includes- payment. for fixtures & equipment (Improvernents-
pertaining to the realty) and severance damages,
13, Acknowledgmgnt of Full Benefits and Release.
A.. By execution, of We. Agreement, S.alJ.ar, an hehalf of, bbself„ bJs, heirs, exacutors, admJnJatrators,.
successors and assigns, hereby acknowledges that this Agreement provides full payment for the
acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any
claim for compensation for Injury to the remainder ("severance damages"); precondemnation
damages; claims for Inverse condemnation; loss or impairment of any "bonus value" attributable to
any lease; damage to or loss of Improvements pertaining to the realty; damage to or loss of
machinery; fixtures, inventory, equipment and/or personal property, any right to repurchase,
leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or
challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections
1245.246; any right to receive any notices pursuant to Code of Civil Procedure section 1245.246; any
right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections
1245,245, 1263.026 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil
Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being
understood that this Is a complete and full settlement of all acquisition claims, liabilities, or benefits of
any type or nature whatsoever relating to or in connection with the acquisition of the Property by
Buyer. This release shall survive the Close of Escrow.
B, This Agreement arose nut of BgyVs eff4[ta to oogWre the Property tbro_ugb. its rrtuntolf2al, au_.tb2riJy,
Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully
releases Buyer, its successors, agents, representatives (Including attorneys), and assigns, and all
other persons and associations, known or unknown, from all claims and causes of action by reason of
any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's
efforts to acquire the Property or to construct the works of Improvement thereon, or any preliminary
steps thereto. This Agreement does not, amd- shall, hot be. construed too, require. Seller, to indemrrifyt
Buyer for damages which may arise as a result of Buyer's efforts to construct Improvements on the
Property.
This acknowledgment and release shall survive the Close of Escrow.
14, Nofts, The ryad.tng. addreSS of the City of SantEk Anna is 2a QVI.C. Center Ptazah M 36,. P..Q, Bnx
1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the
Seller is 2246 S. Cedar Street, Santa Ana, CA 92707.
16. Exceptions. City agrees to accept title to said real property subject to the following: NONE.
16, Entire Aareement, It is mutugJJ.y agreed tbat the Panes hereto have herel,rl Set forth the whole of
their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue($) that were
raised or could have been raised in connection with the acquisition of Said Real Property by City.
17. Hazardous waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant,
occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any
hazardous waste,, toxic substances,, or related materials ("Hezardous Materials"I on,, under,, in, or about the
Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the
presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in,
or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous
Material" shall mean any substance, material, or waste which is or becomes regulated by any local
governmental authority, the State of California, or the United States Government, Including, but not limited to,
any material• or substance• which. is (I)• defined as a• "hazardous, waste", "extremely hazardous• waste", or
"restricted hazardous waste" under Section 26116, 26117 or 26122.7, or listed pursuant to Section 25140 of
the California Health and Safety Code, Division 20, Chapter 6.6 (Hazardous Waste Control Law), (II) defined
as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20,
Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous
material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and
Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (Iv)
defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division
20, Chapter 6.7 (Underground Storage of Hazardous Substances),, (v) petrcleum, (VI). asbestos, (vli)
polychlorinated biphenyls, (vili) listed under Article 9 or defined as "hazardous" or "extremely hazardous"
pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated
as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. 81317), (x) defined
as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C.
S6901 eLt sea. (42 U.S.C. S6903) or (A) defined as a "hazardous substances" pursuant to Section 101 of the
Comprehensive €nvimnmentat Response, Compensation, as am. ended• by Llabfilty Act, 42. U•.S.C. S9604 Q
sea, (42 U,&C, 59601):
18. Compliance With (Environmental Laws. To the best of Seller's knowledge the property complies
with all applicable laws and governmental regulations including, without limitation, all applicable federal, state,
and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental
matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid
Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response
Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and
ordinances of the city within which the subject property Is located, the California Department of Health
Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the
Environmental Protection Agpnoy,.and ell eppllcehle federal,,state,.and local agencies and Wreaus.
19, Indemnity. Seller agrees to Indemnify, defend and hold the City harmless from and against any
claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or
expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (1) the
presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or
about, or the. transportation• of any such. materials to or from, the. Property, er (4 the. violation, or alleged
violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use,
generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or
about, to or from, the Property. This Indemnity shall Include, without limitation, any damage, liability, fine,
penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for
personal Injury (Including sickness, disease, or death, tangible or intangible property damage,
compensation for lost wages, business income, profits or other economic loss, damage to the natural
resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect
on the environment). This Indemnity extends only to liability created prior to or up to the date this escrow shall
close. Seiler shall not be responsible for acts or omissions to act post close of this escrow.
21). Contingency, it is understood and agreed between the parties hereto that the completion of this
transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the
City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said
acceptance and approval.
21. Modification and Amendment. This PSA may not be modified or amended except in writing signed
by the- Seller and City.
22. partial Invalidity. Any provision of this PSA that Is unenforceable or invalid or the conclusion of
which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the
remaining provisions of this PSA shall remain in full force.
23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience
only and are riot to be considered in construing this PSA.
24. Governina Law, This PSA shall be governed by and construed in accordance with the laws of the
State of California.
25. No Reliance gy One party On The Other. Each party has received independent legal advice from Its
attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The
provistons of this P,9A. shot be aomstrued. as to their fair mooning.. and not for or agsims_tany. p" based. Upon
any attribution to such party as the source of the language in question.
26. No Third party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person
or entity has or shall acquire any rights hereunder.
27. Duty; To- Cooperate. Further. Each, party, hereby agrees that it shall, upon request of the other, execute
and deliver such further documents (in form and substance reasonably acceptable to the party to be charged)
and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and
conditions of this PSA, without cost.
28, Applicability of Agreement To Assignees. This PSA shall be binding upon and shall Inure to the
benefit of the successors and assigns of the Parties to this PSA.
29. Authority to Execute Agreement. Each undersigned represents and warrants that Its signature herein
below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and
shall indemnify City fully, including reasonable costs and attorney's fees, for any Injuries or damages to City in
the eve_mtthat- suoh authority or, power I.$ not,1rl. fact held by to signatory or is wlftkam
30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if
fully set forth in the body of this PSA.
IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above.
SELLER: VIRGINIA G. AMBRIZ, AN UNMARRIED WOMEN
%�
v Date: — �— Y65� , 2022
Virginia G. A riz
City/Buyer
City of Santa Ana
Kristine Ridge
City Manager
Attest:
City Clerk
Approved as to Form:
John M. Funk
Sr. Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Nab-70 Exec Saba
Executive Director
Public Works Agency
Date: Ly , 2010,
Date: L i 2022
October 31
Date:
2022
Date:_Z11 :( , 2022
EXHIBIT "A"
LEGAL QEMP LION
THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF
CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
LOT 20 IN BLOCK "C" OF TRACT NO, 1541, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AS PER MAP FHMMF RECORr) 7 IN BOOK 45, PAGE(S) 48 AM 49 OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
Assessor's Parcel Number: 016-214-12
EXHIBIT "B" (Fidelity National Title)
GENERA, ESCROW PROVISIONts_
1. DEPOSIT OF FUNDS
The law dealing with the disbursement of dads retituiros that all funds be available for withdrawal as a matter of right by the title entity's escrow
and/or sub escrow account prior to disbursement of any farads. Only wire -transferred funds can be given immediate availability upon deposit.
Cashier's checks, teller's cheoks and Certified checks may be available one business day after deposit. All other funds such as personal, corporate or
partnership checks and drafts are subject to mandatory holding periods which may cause material delays in disbursement of funds in this escrow. In
order -to, avoid, delays; alI Iondings• should, berwixe tmnsfurmd. Outgoing wim tratnafenr will. not be, authorize6j"I confirmation• o£iharespeat we
incoming wire transfer or of availability of deposited checks.
Deposit of funds into general escrow trust account unless instructed otherwise, You may instruct Escrow Holder to deposit your finds into an
interest bearing account by signing told returning the "Escrow ]nstructiolls - hrterest Bearing Accotm , which has been provided to you. If you do
not so instruct us, than all funds received in this escrow shall be deposited with other escrow finds in one on more general escrow trust accounts,
which include both non -interest bearing demand accounts and other depository accounts of Escrow Holder, in any state or national bank or savings
and lownscoiatio"sumdby UroFudeml Deposih Insumuce Corportolan(0ue•"depuxi4nry insGtulioua")•and•nmy be nuuaferred• to arynthersuulr
escrow trust accounts of Escrow Holder or one of its affiliates, either within or outside the State of California. A general escrow trust account is
restricted and protected against claims by third parties and creditors of Escrow Holder and its affiliates.
Receipt of benefits by Eacrow Holder and affiliates, The parties to this escrow acknowledge that the maintenance of such general escrow trust
awounts with some depository institutions may result in Escrow Holder or its affiliates being provided with err array of bank services,
accommodations or other benefits by the depository institution, Some m• all of those bonefts may be considered interest due you under California
insurance• Code- Section, 1.24135, EserowrHoiderorits-alllliates• also mayolw6 to. enter• lnro atheri>usimoes tmnsactrons widx or, obtain•loans• R>r
investment or other purposes from the depository Institution. All such services, accommodations, and other benefits shall acente to Escrow Holder
or its affiliates and Escrow Holder shall have an obligation to account to the porkies to this escrow for the value of such services, accommodations,
interest or other benefits.
Said funds will not coal interest unless the instructions otherwise specifically state that finds shall be deposited in err intemstwbearing acoormt All
disbursements shalt be ran& by check of Fidelity National Title Company. The principals to this escrow am hereby notified that the fiords
deposited herein are insured only to the limit provided by the Federal Deposit Insurance Corporation. Any instruction for bank wire will provide
reasonable dmo eruct w•for&somw FIolder s eomplfarae withsueh•histiltedom Esor'ovrHolderas• solo-dutyamd responsibility, shall- be to place, said
who transfer instradons with its wiring hank upon confirmatmr of (1) satisfaction of conditions precedent or (2) document recordation at close of
escrow. Escrow Holder will NOT be held responsible for lost interest due to wire delays caused by any bank or the Federal Reserve System, and
recommends that all parties make themselves aware of banking regulations with regard to placement of wires.
In the event there is insufficient time to place a wire upon any such confirmation or the wires have closed for the day, the parties agree to provide
written instructions for an alternative method of disbursement. WITHOUT AN ALTERNATIVE DISBURSEMENT INSTRUCTION, FUNDS
WILL BE HELD IN TRUST IN A NON -INTEREST BEARING ACCOUNT UNTIL THE NEXT OPPORTUNITY FOR WIRE PLACEMENT,
2. PRORATIONS AND ADJUS'I'MI+.NTS
All prnrations and/or ar(juslo eats called for in this osorow toe to be made mr the basis of a thirty (30) day month unless otherwise instructed in
writing. You are to use Information contained on last available tax stutement, rental statement as provided by the Seller, beneficiary's statement and
file insurance policy delivered into escrow for the proration provided for hemin.
3. SUPPLEMENTAL TAXES
The, within described, property may W subject to supplemental, real- property taxes due to the change orownership takhng piece through this ors
previous escrow trunarcthon. Any supplemental real property taxes arising as a result of the transfer of the property to Buyer shall be to sole
responsibility of Buyer aul any supplemental real property tuxes mixing prior to the closing date shall be the sole responsibility of the Seller, TAX
BILLS OR REFUNDS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYERAND SELLER.
4. UTILITIES/POSSESSION
'Transfer of utilities and possession of the promises are to be settled by the parties directly and outside escrow.
5. PREPARATION ANDRECORDATION 01" INSTRUMENTS
Escrow Bolder is authorized to prepare, obtain, record and deliver the necessary instruments to carry out the terms and conditions of this escrow
and to order the policy of title insurance to be issued at close of escrow as called for in these instructions. Close of escrow shall mean the date
instruments use recorded.
6. AUTHORIZATION TO FURNISH COPIES
You are authorized to fbmish copies of these instructions, supplements, amendments, notices of cancellation and closing statements, to the Real
Estato Brokor(s) and Lender(s) named in this escrow.
(leneml Prov]sions Printed: I/1100D] 12:00AM by JK
ET000076 (f)81 Rev. 05/19117) Page 1
7, RIGHT OF CANCELLATION
Any principal instructing you to cancel this escrow shall file notice of cancellation in your office in writing. You shall, within two (2) working days
t[harealter, deliver, one copy of such notice to each of the other principals atthe addresses stated in this escrow. UNLESS
WRITTEN OBJECTION TO CANCELLATION IS FILED IN YOUR OFFICE BY A PRINCIPAL WITHIN TEN (10) DAYS AFTER DATE OF
SUCH DELIVERY, YOU ARE AUTHORIZED TO COMPLY WITH SUCH NOTICE AND DEMAND PAYMENT OF YOUR
CANCELLATION CHARGES. If written objootion is Bled, you arc authorized to hold all money and instruments in this escrow and take no
Author action until otherwise directed, either by the principals' mutual written instructions, or by final order of a court of competent jurlsdiction.
S,PERSONAL PROPERTY
Noomumination orinsruwnce as tothe-amount orpaymelnt ofpoisonalpropertytaxes is mquired•umless specifically requested.
By signing those General Provisions, the parties to the escrow hereby acknowledge that they are indemnifying the Escrow Holder against any and
all manors relating to nny "Bulk Sales" requirements, and instruct Escrow Agent to proceed with the closing of escrow without any consideration of
manor of any nature whatsoever raga ding "Bulk Sales" being handled through escrow.
9. RIGHT OF RESIGNATION
Esarow-HDIderhas•tho right to, msigirupon: writtennotice dolivisWtathe principala•herein: If such right ixexereised; &flunds-and documents-shull
be returned to the party who deposited diem and Escrow Holder shall have no liability hereunder.
10. AUTHORIZATION TO EXECUTE ASSIGNMENT OF HAZARD INSURANCE POLICIES
Either Buyer, Seller mid/or Lender may hand you the insurance agonfs name and insurance policy information, and you are to execute, on behalf of
the principals hereto, fonn assignments of interest in any insurance policy (other than title Insurance) called for in this escrow, forward assignment
and policy to the insurance agent, requesting that the insurer consent to such trmvsfer and/or ataeh a loss payable clause and/or such other
endmsemonts•atrrncy be -required, mid- focwanl•such-policy(s)- to. tre&principalaentilkal-ther;lo. Ibis not�yourivsponsibifityto. verify. ho-inforinalinn•
handed you or the assignability of said insurance. Your sole duty is to forward said request to insurance agent at close of escrow.
Further, them shall be no responsibility upon the prat of Escrow Holder to ronew hazard insurance policy(s) open expiration or otherwise keep it in
force either during or subsequent to the close of escrow. Cancellation of any existing hazard insurance policies is to be handled directly by the
principals, mid outside of=raw.
It. ACTIONININTERPL•EADER
T he principals thereto expressly agree that you, as Escrow Holder, have the absolute right at your election to file an action in immrpleader requiring
the principals to answer and litigate their several claims and rights among themselves and you are authorized to deposit with the clerk of the court
all documents and funds held in this escrow, In the event such action is filed, the principals jointly and severally ugm e, to pay your cancellation
cburgos and costs, expenses and reasonable attorney's fees which you are required to expend or incur in such intorpleader action, the amount
thereof to be fixed and judgment therefore to be rendered by the court. Upon the filing of such notion, you shall thereupon he fully released and
discharged from at obligations imposed by the terms of this escrow or otherwise.
12. TERMINATION OF AGENCY OBLIGATION
If there is no action taken on this escrow within six (6) months after the'Rinhe limit dam' as set forth in the escrow instructions or written extension
thereof, your agency obligation shall terminate at your option and all documents, monies or other items held by you shall be mtumed to the parties
depositing same. In the event of cancellation of this escrow, whether it be at the request of any of the principals or otherwise, the fees and charges
due Fidelity National Title Company, including expenditures incurred and/or authorized shall be home equally by the parties hereto (unless
otherwise agreed to specifically).
13. CONFLICTING INSTRUCTIONS
Upon receipt of any conflieling instnhctions, you are to take no action in connection with this escrow until non-couflictng instructions are received
from all ofthe principals to this escrow (subject to sections 7, 9, 11 and.12 above).
14, DELIVERY/RECEIPT
Delivery to principals as used in these instructions whless otherwiso stated herein is to be by hard in person to the principal, regular mail, email or
fax to any of the contact information provided in these instructions. If delivered by regular mail receipt is determined to be 72 hours after such
marling All, doutumunts, bula cusmid• statements- due- lie- the aulursignod•maybu dulivered to, 91e uhalac4 infurrnaRur showir lunvin: All•notiw%,
change of instructions, communications mid documents are to be delivered in writing to the office of Fidelity National'ISde Company as sot forth
herein.
15. STATEJFEDERAL CODE NOTIFICATIONS
According to Fedond Law, the Seller, when applicable, will be required to complete a sales activity report that will be utilized to generate a 1099
statement to the Internal Revenue Service.
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18i000076 (DSI Rev. 05119/17) Page 2
Pursuant to State Law, prior to tie close of escrow, Buyer will provide Escrow Holder with it Prolhninary Change of Ownership Report. In the
event said report is not handed to Escrow Holder for submission to the County in which subject property is located, upon recording of the Gaut
Doed, Buyers adrnowledge that Hie applicable fee will be assessed by said County and Escrow Holder shall debit the account of Buyer for sane at
close o€escrow:
16, NON-RESIDENT ALIEN
The Foreign Investment in Real Property Tax Act (FIRPTA), Title 26 U.S.C, Section 1445, and the regulations there under, provide in part, that a
transferee (buyer) of a U.S. real property interest from a foreign person moat wit Bold a statutory percentage of the amount realized on the
disposition, report the transaction and remit the withholding to the Internal Revenue Smvice (IRS) within twenty (20) days after the transfer,
Fidelity National Title Company will not determine nor aid in the detonninatimn of whether the FIRPl'A withholding provisions are applicable to
the subject tmasaction; nor not as- a Qualified Substitute under state orfodeml taw; nor^fiunish tax adviuom to any. party to the transaction. Fidelity.
National Title Company will not detenndne nor aid in the determination of whether the transaction will qualify for an exception or an exemption
and is not responsible for the filing of any tax forms with the IRS as they relate to FIRPTA, nor responsible for collecting and holding of any
documentation from the buyer or seller on the buyer's behalf for the purpose of supporting a claim of an exception or exemption. Fidelity National
Title Company is not an agent for the buyer for the purposes of receiving and analyzing any evidence or documentation that the seller in the
subject transaction is a U.S. citizen or resident alien. Fidelity National Title Company is not responsible for the payment of this tax and/or penalty
and/or interest incurred in connection therewith and such taxes are not a matter coveted by the Owner's Policy of Title Insurance to be issued to the
buyer: Fidelity- National, Title -Company is, not responsible- forlfu: uumplelimt of any IRS dumumantsor^mlulod forms- related. to Ihrr lemronued•
statute. The buyer is advised: they must independently make a determination of whether the contemplated transaction is subject to the withholding
requirement; bear full responsibility for compliance with the withholding requirement if applicable and/or for payment of any tier, i wrost,
penalties and/or other expenses that may be due on the subject transaction; and they in responsible for the completion of any and all forms,
including but not limited to applicable IRS documentation, and the mailing of those forms. The Buyer is advised any films, documents, or
Information received from Fidelity National Title Company is not tax or legal advice and should not be construed as such nor treated as a
complete representation of FIRPTA hequiroments. Buyer should seek outside counsel from a qualified individual to determine any and all
hnplioations•of t1wrofLnenced slatute.
17.ENCUMBRANCES
Escrow Holder is to act upon any statements furnished by a lienholder or his agent without liability or responsibility for Hie accuracy of such
statements. Any 4usnnents necessary because of a discrepancy between the information fmished Escrow Holder and any amount later
determined to be nutrient shelf be settled between the parties direct and outside of escrow.
You, aftauthorizcd; wlthouttheneed•foi fwdiopapproval, to debi4myacernmP£oranyfees. amdohargosglaitIhave•agreed tupayin eorinectionwith-
this escrow, and for any amounts that I an obligated to pay to the holder of any lion or encmnbria oe to establish the title as insured by the policy of
title insurance called for in those instructions. If for ally reason my account is not debited for such amounts at the time of closing, I agree to pay
thom immediately upon demand, or to reimburse any other person or entity who has paid them,
18, ENVIRONMENTAL ISSUES
Fidelity National Title Company has male no investigation concerting said property M to erwironmernal/toxio waste issues. Any due diliganoe
required or needed to determine environmental impact as to forms oftoxification, if applicable, will be done directly and by principals outside of
es iruw: IoidelilyNational'Pi41eCompany is•roleasodofanyrtiepunsibilityaul/arl3abilltyineormootlomthe vwitl2
19. USURY
Escrow Holder is not to be concerned with any questions of usury in say loan or enmrmbmaw involved in the processing of this escrow and is
hereby released of any responsibility or liability therefore.
20. DISCLOSURE
Escrow Ihddeds, knowledge- of matters, affealing- the property, provided, such, f tuts- do- nok pmvenr compliance, with these- indruutiuna; dues• not -
create any liability or duty in addition to these instructions.
21. FACSIMILE/ELECTRONIC SIGNATURE
Escrow Holder is hereby authorized and instructed that, in the event any party utilizes electronic or "facsimile" transmitted signed documents or
instructions to Escrow Holder, you sm to rely on 111e same for all escrow instruction purposes and the closing of escrow as if they bore original
signatures. "Electronic Signature" means, as applicable, un elechetdo copy or signature complying with California Law.
7.2, CLARIFICATION OF DUTIES
Fidelity National Title Company servos ONLY as an Escrow Holder in connection with these instructions and cannot give legal advice
to any party hereto.
Escrow Holder Is not to be held uncountable or liable for the sufficiency or correctness as to form, manner of execution, or validity of any
instrument deposited in this escrow, nor as to the identity, autborhy, or rights of any poison executing the same. Escrow Holder's duties hereunder
shall be limited to *a proper handling of such money and the proper safekeeping of such instruments, or other documents received by Escrow
Holder, and fortnedisposition ofiame in aecordancewiththe writtaninstnrctions aoceptcdbyEscrow Holder.
The agency and duties of Escrow Holder oommonce only upon receipt of copies ofthese Escrow Instructions executed by all parties.
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EI000076 (D81 Rev. 05/19/17) Pago 3
23. FUNDS HELD IN ESCROW
Wheti the company has funds remaining in escrow over 90 days after close of escrow or estimated close of escrow, the Company shall
impose a mondily holding fee of $25.00 that is to be charged against the &aids held by the Company.
THIS AGREEMENT IN ALL PARTS APPLIES TO, INURES TO THE BENEFIT OF, AND BINDS ALL PARTIES HERETO, THEIRHEELS,
LEGATEES, DEVISEES, ADMINISTRATORS, EXECUTORS, SUCCESSORS AND ASSIGNS, AND WHENEVER THE CONTEXT SO
REQUIRES THE MASCULINE GENDER INCLUDES THE FEMININE AND NEUTER, AND THE SINGULAR NUMBER INCLUDES THE
PLURAL, THESE INSTRUCTIONS AND ANY OTHER AMENDMENTS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS,
EACH OF WINCH SHALL BE CONSIDERED AS AN ORIGINAL AND BE EFFECTIVE AS SUCH,
MY SIGNATURE HBIMTO• CON6TIT•'UTES INSTRUCHON,TO- ESCROW HOLDER OF ALL TERMS AND, CONDN IONS CONTAR NED�
IN THIS AND ALL PRECEDING PAGES AND FURTHBR SIGNIFIES THAT I HAVE READ AND UNDERSTAND THESE GENERAL
PROVISIONS.
Fidelity National Title Company conducts escrow business under a Certificate of Authority No. 305350 issued by the California
Department of Insurance.
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