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HomeMy WebLinkAboutSA Item 1 - Joint Public Hearing Adopt Resolution and Approve Purchase and Sale Agreement24. Joint Public Hearing: Adopt Resolution and Approve Purchase and Sale Agreement for Acquisition of Real Property at the Southwest Corner of Main Street and Third Street (APN 398-601-02) for Parking Lot (General Fund and Non -General Fund) Legal notice published in the OC Reporter on August 30 and September 9, 2024. Department(s): Recommended Action: CITY COUNCIL ACTION 1. Adopt a resolution making certain findings with respect to the consideration to be received by the Successor Agency pursuant to a Purchase and Sale Agreement between the Successor Agency and the City for the sale of the Southwest Corner of Main Street and Third Street (APN 398-601-02), and authorize the City Manager to execute all required documents as necessary. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE PURCHASE AND SALE AGREEMENT FOR THE ACQUISITION OF PROPERTY FROM THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTAANA LOCATED AT 3RD STREET AND MAIN STREET PARKING LOT 2. Authorize the City Manager to execute the Purchase and Sale Agreement and all required documents for the acquisition of real property located at the Southwest Corner of Main Street and Third Street (APN 398-601-02) in the amount of $190,000 plus closing costs (Agreement No. A-2024-XXX). SUCCESSOR AGENCY ACTION 1. Adopt a resolution declaring a Successor Agency owned property as exempt Surplus Land for the purpose of a Purchase and Sale agreement with the City of Santa Ana. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE SUCCESOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTAANA DECLARING 3RD STREET AND MAIN STREET PARKING LOT AS EXEMPT SURPLUS AND LAND PURSUANT TO THE EXEMPT SURPLUS LAND ACT AND AUTHORIZING, PURSUANT TO AN EXEMPTION FROM CEQA, THE SALE OF THE PARKING LOT PROPERTY TO THE CITY (includes determination that the sale of the property is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b) (3) and Section 15301) 2. Adopt a resolution making certain findings with respect to the consideration to be received by the Successor Agency pursuant to a Purchase and Sale Agreement between the Successor Agency and the City for the sale of the Southwest Corner of Main Street and Third Street (APN 398-601-02), and authorize the Executive Director to execute all required documents as necessary. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA APPROVING THE PURCHASE AND SALE AGREEMENT FOR THE DISPOSITION OF PROPERTY TO THE CITY OF SANTA ANA LOCATED AT 3RD STREET AND MAIN STREET PARKING LOT 3. Authorize the Executive Director to execute the Purchase and Sale Agreement and all required documents for the acquisition of real property located at the Southwest Corner of Main Street and Third Street (APN 398-601-02) in the amount of $190,000 plus closing costs (Agreement No. A-2024-XXX). Community Development Agency www.santa-ana.org/community-development Item # 24 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 17, 2024 TOPIC: Joint Public Hearing: Resolution and Purchase and Sale Agreement for Acquisition of Real Property for Parking Lot AGENDA TITLE Joint Public Hearing: Adopt Resolution and Approve Purchase and Sale Agreement for Acquisition of Real Property at the Southwest Corner of Main Street and Third Street (APN 398-601-02) for Parking Lot (General Fund and Non -General Fund) Legal notice public in the OC Reporter on August 30 and September 9, 2024. RECOMMENDED ACTION CITY COUNCIL ACTION 1. Adopt a resolution making certain findings with respect to the consideration to be received by the Successor Agency pursuant to a Purchase and Sale Agreement between the Successor Agency and the City for the sale of the Southwest Corner of Main Street and Third Street (APN 398-601-02), and authorize the City Manager to execute all required documents as necessary. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE PURCHASE AND SALE AGREEMENT FOR THE ACQUISITION OF PROPERTY FROM THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA LOCATED AT 3RD STREET AND MAIN STREET PARKING LOT 2. Authorize the City Manager to execute the Purchase and Sale Agreement and all required documents for the acquisition of real property located at the Southwest Corner of Main Street and Third Street (APN 398-601-02) in the amount of $190,000 plus closing costs (Agreement No. A-2024-XXX). SUCCESSOR AGENCY ACTION 1. Adopt a resolution declaring a Successor Agency owned property as exempt Surplus Land for the purpose of a Purchase and Sale agreement with the City of Santa Ana. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE SUCCESOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DECLARING 3RD STREET AND MAIN STREET PARKING LOT AS EXEMPT SURPLUS AND LAND PURSUANT TO THE EXEMPT SURPLUS LAND ACT AND AUTHORIZING, PURSUANT TO AN EXEMPTION Joint Public Hearing — Resolution and Purchase and Sale Agreement for Acquisition of Real Property for Parking Lot September 17, 2024 Page 2 FROM CEQA, THE SALE OF THE PARKING LOT PROPERTY TO THE CITY (includes determination that the sale of the property is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3) and Section 15301) 2. Adopt a resolution making certain findings with respect to the consideration to be received by the Successor Agency pursuant to a Purchase and Sale Agreement between the Successor Agency and the City for the sale of the Southwest Corner of Main Street and Third Street (APN 398-601-02), and authorize the Executive Director to execute all required documents as necessary. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA APPROVING THE PURCHASE AND SALE AGREEMENT FOR THE DISPOSITION OF PROPERTY TO THE CITY OF SANTA ANA LOCATED AT 3RD STREET AND MAIN STREET PARKING LOT 3. Authorize the Executive Director to execute the Purchase and Sale Agreement and all required documents for the acquisition of real property located at the Southwest Corner of Main Street and Third Street (APN 398-601-02) in the amount of $190,000 plus closing costs (Agreement No. A-2024-XXX). GOVERNMENT CODE §84308 APPLIES: No DISCUSSION On February 20, 2024, the City Council approved an appropriation for the City to acquire the Third and Main parking lot (the "Property") from the Successor Agency. Therefore, the City may purchase the last remaining Successor Agency property contingent upon the Countywide Oversight Board (Oversight Board) and the Department of Finance (DOF) approval of the sale. The purchase price of $190,000 was established by an appraisal conducted on September 11, 2023. Successor Agency The City of Santa Ana adopted an ordinance in 1973 to create a Redevelopment Agency. Throughout the years, the Community Redevelopment Agency (RDA) of the City of Santa Ana completed numerous projects to eliminate blight, spur economic growth, funded construction of affordable housing projects, and provided infrastructure and community facility improvements within the defined project areas and through this process acquired real property for future development. On February 1, 2012, in accordance with the Dissolution Act and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, Case No. S194861, the RDA was dissolved and the City began to serve as the "Successor Agency." The City Council serves as the governing body of the Successor Agency under the Dissolution Act as amended by Assembly Bill (AB) 1484, to Joint Public Hearing — Resolution and Purchase and Sale Agreement for Acquisition of Real Property for Parking Lot September 17, 2024 Page 3 administer the enforceable obligations of the Agency and otherwise unwind the Agency's affairs. The Oversight Board to the Successor Agency has oversight with respect to the Dissolution process, including final review and approval of the Long Range Property Management Plan (LRPMP). The Oversight Board has fiduciary responsibilities to holders of enforceable obligations and to the taxing entities that benefit from distribution of property tax and other revenue. As of June 30, 2018, the Orange County Auditor Controller is overseeing this function. The property identified by the City for a parking lot is identified in the LRPMP for disposition. The Successor Agency may dispose of these properties after authorization from the Oversight Board and the Department of Finance. Approval of the resolution will allow staff to present the sale of the properties to the Oversight Board and the Department of Finance for authorization. Once authorized, the Successor Agency may proceed with the sale of the properties to the City and remit the proceeds to the Orange County Auditor Controller for distribution amongst taxing entities. Notice of the time and place for the public hearing was published in the OC Reporter on August 30, 2024 and September 9, 2024, once a week for two weeks in newspaper of general circulation, pursuant to Health and Safety Code Section 33431. The Property The Property consists of sixty (60) parking spaces, landscaping, decorative cinder block columns, and wrought iron fencing. The Property is subject to a Parking Space Agreement ("Parking Agreement") dated May 18, 1993 between the RDA and the adjacent property owner, which assures the availability of 60 parking spaces to serve the building located at 200 North Main Street ("Builders Exchange"). This Property is also subject to a property maintenance license and revocable access easement agreement ("Maintenance - Access Agreement") entered by the Successor Agency and the adjacent property owner (Swinerton) on October 11, 2019. The Maintenance - Access Agreement was initially for a three year period, with automatic annual renewals to allow ingress and egress the Property's parking lot and access to the Builders Exchange building. The purchase of the Property will continue to be subject to both the Parking and Maintenance — Access Agreements, but could be developed for future public benefit purposes through a cooperative arrangement with the adjacent property owner. Surplus Lands Act The property is being disposed of in accordance with the California Surplus Lands Act, Government Code §54220 et seq. This resolution declares the property exempt surplus under California Government Code section 54221(f)(1)(D), and allows the Successor Agency to enter into a Purchase and Sale Agreement with the City. Joint Public Hearing — Resolution and Purchase and Sale Agreement for Acquisition of Real Property for Parking Lot September 17, 2024 Page 4 Environmental Impact Pursuant to the California Environmental Quality Act (CEQA) Guidelines, the proposed action is not subject to the requirements of CEQA pursuant to Sections 15060(c)(2) and 15060(c)(3). The activity will not result in a direct or reasonably foreseeable indirect physical change in the environment. Furthermore, the activity is not a project as defined in Section 15378 of the CEQA Guidelines because it has no potential for resulting in physical change to the environment. The proposed action is also exempt pursuant to Section 15301 because it consists of the operation of existing public or private structure or facilities involving negligible or no expansion of existing or former use. However, if development were proposed on the property, then that development may be reviewed under CEQA. FISCAL IMPACT Funds in the amount of $190,000 for the purchase price plus closing costs were available in the CDA — Service Enhancement account (no. 01118017-66100) for expenditure in FY 2023-24. Therefore, a proposed carryover of unspent funds will be presented to City Council in October for approval of carryovers to FY 2024-25. Funds for the Successor Agency's closing and escrow costs as the seller are available in the Redevelopment Administration Fund account (no. 67018843-62300). Upon approval by the Oversight Board and DOF, and completion of the transaction, $190,000 in proceeds from the sale will be deposited in the Redevelopment Obligation Retirement Funds Revenue account (no. 67018002-57071) and payment to the County of Orange, Auditor -Controller will be made from expenditure account (no. 67018850-69142). EXHIBIT(S) 1. Successor Agency Resolution — Exempt Surplus 2. City Council Resolution — Purchase and Sale Agreement 3. Successor Agency Resolution — Purchase and Sale Agreement 4. Purchase and Sale Agreement 5. California Health and Safety Code Section 33433 Report 6. Location Map 7. Legal Description Report 8. Long Range Property Management Plan (LRPMP): httDs://www.santa-ana.ora/documents/Iona-ranae-DrODerty-manaaement-Dlan-IrDMD/ Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nunez, City Manager EXHIBIT 1 Resolution No: 2024-XXX A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DECLARING 3RD STREET AND MAIN STREET PARKING LOT AS EXEMPT SURPLUS LAND PURSUANT TO THE EXEMPT SURPLUS LAND ACT AND AUTHORIZING, PURSUANT TO AN EXEMPTION FROM CEQA, THE SALE OF THE PARKING LOT PROPERTY TO THE CITY BE IT RESOLVED BY THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Governing Board of the Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana hereby finds, determines and declares as follows: A. Pursuant to AB X1 26 (enacted in June 2011 and amended from time to time, the "Dissolution Act") and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 CalAth 231 (2011), all redevelopment agencies within the State of California, including the Community Redevelopment Agency of the City of Santa Ana ("Former Agency"), were dissolved. B. On January 9, 2012, pursuant to section 34173 of the California Health and Safety Code ("HSC"), the City of Santa Ana ("City") elected to serve as Successor Agency to the dissolved Former Agency ("Successor Agency"). C. The Successor Agency is tasked with winding down the Former Agency's affairs. D. Pursuant to HSC section 34175(b), all assets, including real properties, of the Former Agency transferred to the control of the Successor Agency by operation of law. E. The Former Agency acquired that parking lot located at 3rd Street and Main Street, APN 398-601-02 ("Property"). The Property is subject to a Parking Space Agreement dated May 18, 1993 (recorded with the County on September 14, 1993), as amended on March 16, 2001 (recorded with the County on May 8, 2001), and the agreement assured the owners of the adjacent property located at 200 North Main Street (Builders Exchange Building) with the future availability of 60 parking spaces exclusively for the use of those owners. The Former Agency and the successive owners of the Property are bound by this Parking Space Agreement. F. The Property is also subject to a Property Maintenance License and Revocable Access Easement Agreement entered into on October 11, 2019 (recorded with the County on October 16, 2019), for a three-year period, with automatic renewals every one-year period, for ingress and egress to provide entry to the parking lot. The Successor Agency and the successive owners of the Property are bound by this Property Maintenance License and Revocable Access Easement Agreement. Resolution No. 2024-XXX Page 1 of 3 EXHIBIT 1 G. Pursuant to the Long Range Property Management Plan attached to Oversight Board Resolution No. 2015-04, the Successor Agency intends to sell the property to the City for the appraised market value. H. The Property is (i) not within a coastal zone, (ii) not adjacent to a historical unit of the State Parks System, (iii) not listed on, or determined by the State Office of Historic Preservation to be eligible for, the National Register of Historic Places, and (iv) not within the Lake Tahoe region as defined in section 66905.5. I. The Successor Agency now desires to declare the Property as exempt surplus land in order to authorize the sale to the City for its use. Section 2. The Successor Agency hereby finds and declares the Property exempt surplus land pursuant to California Government Code section 54221(f)(1)(D), based on the true and correct written findings found in Section 1, incorporated herein by this reference. Section 3. The Successor Agency hereby authorizes the City Manager to execute any and all documents necessary to complete sale of the Property to the City. Section 4. Pursuant to the California Environmental Quality Act (CEQA) Guidelines, the sale of the Property is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3) as the Property's existing use as a parking lot will continue, such that the sale is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment as it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment. Alternatively, the sale of the Property is exempt from CEQA pursuant to CEQA Guidelines Section 15301 as the Property will continue to be operated as a parking lot, its existing use. Section 5. This Resolution shall take effect immediately upon its adoption by the Successor Agency, and the Secretary of the Successor Agency shall attest to and certify the vote adopting this Resolution. Adopted this day of 120 Valerie Amezcua Chair APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney l By,(A dAJ C, 44-4L u Andrea Garcia -Miller Assistant City Attorney Resolution No. 2024-XXX Page 2 of 3 EXHIBIT 1 AYES: Successor Agency Members NOES: Successor Agency Members ABSTAIN: Successor Agency Members NOT PRESENT: Successor Agency Members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer Hall, Secretary of the Successor Agency, do hereby attest to and certify the attached Resolution No. 2024-XXX to be the original Resolution adopted by the Governing Board of the Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana on September 2024. Date: Successor Agency Secretary Resolution No. 2024-XXX Page 3 of 3 EXHIBIT 2 Resolution No: 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE PURCHASE AND SALE AGREEMENT FOR THE ACQUISITION OF PROPERTY FROM THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA LOCATED AT 3RD STREET AND MAIN STREET PARKING LOT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Pursuant to AB X1 26 (enacted in June 2011 and amended from time to time, the "Dissolution Act") and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 CalAth 231 (2011), all redevelopment agencies within the State of California, including the Community Redevelopment Agency of the City of Santa Ana ("Former Agency"), were dissolved. B. On January 9, 2012, pursuant to section 34173 of the California Health and Safety Code ("HSC"), the City of Santa Ana ("City") elected to serve as Successor Agency to the dissolved Former Agency ("Successor Agency"). C. The Successor Agency is tasked with winding down the Former Agency's affairs. D. Pursuant to HSC section 34175(b), all assets, including real properties, of the Former Agency transferred to the control of the Successor Agency by operation of law. E. The Former Agency acquired that parking lot located at 3rd Street and Main Street, APN 398-601-02 ("Property"). The Property is subject to a Parking Space Agreement dated May 18, 1993 (recorded with the County on September 14, 1993), as amended on March 16, 2001 (recorded with the County on May 8, 2001), and the agreement assured the owners of the adjacent property located at 200 North Main Street (Builders Exchange Building) with the future availability of 60 parking spaces exclusively for the use of those owners. The Former Agency and the successive owners of the Property are bound by this Parking Space Agreement. F. The Property is also subject to a Property Maintenance License and Revocable Access Easement Agreement entered into on October 11, 2019 (recorded with the County on October 16, 2019), for a three-year period, with automatic renewals every one-year period, for ingress and egress to provide entry to the parking lot. The Successor Agency and the successive owners of the Property are bound by this Property Maintenance License and Revocable Access Easement Agreement. Resolution No. 2024-XXX Page 1 of 4 EXHIBIT 2 G. Pursuant to the Long Range Property Management Plan attached to Oversight Board Resolution No. 2015-04, the Successor Agency intends to sell the Property to the City for the appraised market value. H. In furtherance of its wind -down of the Former Agency's affairs, the Successor Agency desires to transfer the Property to the City pursuant to HSC section 34181(a). I. The City and the Successor Agency have reviewed the fair market value of the Property and have concluded that the value of the Property is consistent with the purchase price as set forth in the draft "Purchase and Sale Agreement" in the form submitted to the City and Successor Agency concurrently herewith (the "Agreement"). J. The fair market value and purchase price was established as $190,000 by an appraisal conducted on October 3, 2023. K. A joint public hearing of the Successor Agency and City Council on the proposed Agreement was duly noticed in accordance with HSC section 33431. L. On September 17, 2024, the governing board of the Successor Agency and the City Council held a joint public hearing on the proposed Agreement, at which time the City Council and the Successor Agency reviewed and evaluated all the information, testimony, and evidence presented during the joint public hearing. M. All actions required by all applicable law with respect to the proposed Agreement have been taken in an appropriate and timely manner. N. The City Council has reviewed the staff report in connection with this matter and has evaluated other information provided to it pertaining to the findings proposed to be made hereunder. O. The City Council has considered all of the terms and conditions of the proposed Agreement and believes that the sale of the Property pursuant to the Agreement is in the best interests of the City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local laws and requirements. Section 2. The City Council hereby finds and determines that the disposition by sale of the Property by the Successor Agency to the City pursuant to the Agreement will further the achievement of the City's public purposes of providing parking in the City of Santa Ana pursuant to the Parking Space Agreement and Property Maintenance License and Revocable Access Easement Agreement. Section 3. The City Council finds and determines that, based upon substantial evidence provided in the record, the consideration for the Successor Agency's sale of the Property to the City pursuant to the terms and conditions of the Agreement is not less than the fair market value of the Property. Section 4. The City Council hereby approves the Agreement in substantially the form presented to the City Council, subject to such revisions as may be made by the City Manager, or designee. The City Manager is hereby authorized to execute the Agreement, as so revised (including without limitation all attachments thereto), on behalf Resolution No. 2024-XXX Page 2 of 4 EXHIBIT 2 of the City, together with any instruments necessary or convenient to implement the Agreement. A copy of the Agreement shall, when executed by the City, be placed on file in the Office of the City Clerk. Section 5. The City Manager, or designee, is hereby authorized, on behalf of the City, to make revisions to the Agreement that do not materially or substantially increase the City's obligations thereunder or materially or substantially change the uses or development permitted on the Property, to sign all documents to make all approvals and take all actions necessary or appropriate to carry out and implement the Agreement and to administer the City's obligations, responsibilities and duties to be performed under the Agreement and related documents. Section 6. Pursuant to the California Environmental Quality Act (CEQA) Guidelines, the sale of the Property is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3) as the Property's existing use as a parking lot will continue, such that the sale is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment as it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment. Alternatively, the sale of the Property is exempt from CEQA pursuant to CEQA Guidelines Section 15301 as the Property will continue to be operated as a parking lot, its existing use. Section 7. This Resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this Resolution. Adopted this day of , 20 Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney .1- 1) By. /4 44-4-6( - Z�x Andrea Garcia -Miller Assistant City Attorney Resolution No. 2024-XXX Page 3 of 4 EXHIBIT 2 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer Hall, City Clerk, do hereby attest to and certify the attached Resolution No. 2024-XXX to be the original Resolution adopted by the City Council of the City of Santa Ana on September 2024. Date: City Clerk City of Santa Ana Resolution No. 2024-XXX Page 4 of 4 EXHIBIT 3 Resolution No: 2024-XXX A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA APPROVING THE PURCHASE AND SALE AGREEMENT FOR THE DISPOSITION OF PROPERTY TO THE CITY OF SANTA ANA LOCATED AT 3RD STREET AND MAIN STREET PARKING LOT BE IT RESOLVED BY THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Governing Board of the Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana hereby finds, determines and declares as follows: A. Pursuant to AB X1 26 (enacted in June 2011 and amended from time to time, the "Dissolution Act") and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 CalAth 231 (2011), all redevelopment agencies within the State of California, including the Community Redevelopment Agency of the City of Santa Ana ("Former Agency"), were dissolved. B. On January 9, 2012, pursuant to section 34173 of the California Health and Safety Code ("HSC"), the City of Santa Ana ("City") elected to serve as Successor Agency to the dissolved Former Agency ("Successor Agency"). C. The Successor Agency is tasked with winding down the Former Agency's affairs. D. Pursuant to HSC section 34175(b), all assets, including real properties, of the Former Agency transferred to the control of the Successor Agency by operation of law. E. The Former Agency acquired that parking lot located at 3rd Street and Main Street, APN 398-601-02 ("Property"). The Property is subject to a Parking Space Agreement dated May 18, 1993 (recorded with the County on September 14, 1993), as amended on March 16, 2001 (recorded with the County on May 8, 2001), and the agreement assured the owners of the adjacent property located at 200 North Main Street (Builders Exchange Building) with the future availability of 60 parking spaces exclusively for the use of those owners. The Former Agency and the successive owners of the Property are bound by this Parking Space Agreement. F. The Property is also subject to a Property Maintenance License and Revocable Access Easement Agreement entered into on October 11, 2019 (recorded with the County on October 16, 2019), for a three-year period, with automatic renewals every one-year period, for ingress and egress to provide entry to the parking lot. The Successor Agency and the successive owners of the Property are bound by this Property Maintenance License and Revocable Access Easement Agreement. Resolution No. 2024-XXX Page 1 of 4 EXHIBIT 3 G. Pursuant to the Long Range Property Management Plan attached to Oversight Board Resolution No. 2015-04, the Successor Agency intends to sell the Property to the City for the appraised market value. H. In furtherance of its wind -down of the Former Agency's affairs, the Successor Agency desires to transfer the Property to the City pursuant to HSC section 34181(a). I. The City and the Successor Agency have reviewed the fair market value of the Property and have concluded that the value of the Property is consistent with the purchase price as set forth in the draft "Purchase and Sale Agreement" in the form submitted to the City and Successor Agency concurrently herewith (the "Agreement"). J. The fair market value and purchase price was established as $190,000 by an appraisal conducted on October 3, 2023. K. A joint public hearing of the Successor Agency and City Council on the proposed Agreement was duly noticed in accordance with HSC section 33431. L. On September 17, 2024, the governing board of the Successor Agency and the City Council held a joint public hearing on the proposed Agreement, at which time the City Council and the Successor Agency reviewed and evaluated all the information, testimony, and evidence presented during the joint public hearing. M. All actions required by all applicable law with respect to the proposed Agreement have been taken in an appropriate and timely manner. N. The Successor Agency has reviewed the staff report in connection with this matter and has evaluated other information provided to it pertaining to the findings proposed to be made hereunder. O. The Successor Agency has considered all of the terms and conditions of the proposed Agreement and believes that the sale of the Property pursuant to the Agreement complies with the Oversight Board's direction to dispose of all assets and properties of the Former Agency pursuant to HSC section 34181(a), and in accord with the public purposes and provisions of applicable State and local laws and requirements. Section 2. The Successor Agency hereby finds and determines that the disposition by sale of the Property by the Successor Agency to the City pursuant to the Agreement will further the achievement of the Successor Agency's purpose of winding down the Former Agency's affairs in compliance with the Oversight Board's direction to dispose of all assets and properties of the Former Agency pursuant to HSC section 34181(a). Section 3. The Successor Agency finds and determines that, based upon substantial evidence provided in the record, the consideration for the Successor Agency's sale of the Property to the City pursuant to the terms and conditions of the Agreement is not less than the fair market value of the Property. Section 4. The Successor Agency hereby approves the Agreement in substantially the form presented to the Successor Agency, subject to such revisions as Resolution No. 2024-XXX Page 2 of 4 EXHIBIT 3 may be made by the Executive Director of the Successor Agency, or designee. The Executive Director of the Successor Agency is hereby authorized to execute the Agreement, as so revised (including without limitation all attachments thereto), on behalf of the Successor Agency, together with any instruments necessary or convenient to implement the Agreement. A copy of the Agreement shall, when executed by the Successor Agency, be placed on file in the Office of the Secretary of the Successor Agency. Section 5. The Executive Director of the Successor Agency, or designee, is hereby authorized, on behalf of the Successor Agency, to make revisions to the Agreement that do not materially or substantially increase the Successor Agency's obligations thereunder or materially or substantially change the uses or development permitted on the Property, to sign all documents to make all approvals and take all actions necessary or appropriate to carry out and implement the Agreement and to administer the Successor Agency's obligations, responsibilities and duties to be performed under the Agreement and related documents. Section 6. Pursuant to the California Environmental Quality Act (CEQA) Guidelines, the sale of the Property is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3) as the Property's existing use as a parking lot will continue, such that the sale is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment as it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment. Alternatively, the sale of the Property is exempt from CEQA pursuant to CEQA Guidelines Section 15301 as the Property will continue to be operated as a parking lot, its existing use. Section 7. This Resolution shall take effect immediately upon its adoption by the Successor Agency, and the Secretary of the Successor Agency shall attest to and certify the vote adopting this Resolution. Adopted this day of 120 Valerie Amezcua Chair APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney BY :44(&a (A� Z44La Andrea Garcia -Miller Assistant City Attorney Resolution No. 2024-XXX Page 3 of 4 EXHIBIT 3 AYES: Successor Agency Members NOES: Successor Agency Members ABSTAIN: Successor Agency Members NOT PRESENT: Successor Agency Members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer Hall, Secretary of the Successor Agency, do hereby attest to and certify the attached Resolution No. 2024-XXX to be the original Resolution adopted by the Governing Board of the Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana on September , 2024. Date: Successor Agency Secretary Resolution No. 2024-XXX Page 4 of 4 EXHIBIT 4 PURCHASE AND SALE AGREEMENT SELLER: Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana BUYER: City of Santa Ana DATED: January 30, 2025 (3" Street and Main Street, parking lot, APN 398-601-02) EXHIBIT 4 BASIC TERMS Buyer: City of Santa Ana, a charter city and municipal corporation organized under the Constitution and laws of the State of California Buyer's Address: City of Santa Ana Attention: City Clerk 20 Civic Center Plaza Santa Ana, CA 92701 Tel. (714) 647-6520 Closing Date (or Closing) Estimated to occur by March 13, 2025, but not later than the Outside Date Contingency Date: Sixty (60) days after the Effective Date Deed: A grant deed in the form of Exhibit B hereto Effective Date: January 30, 2025 Outside Date: 60 days after Oversight Board and Department of Finance Approval Oversight Board: The Oversight Board to the Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana approval is a condition of closing, Health and Safety Code § 34181(a)(1). Purchase Price: One -Hundred and Ninety Thousand Dollars ($190,000) Real Property: That property described in Exhibit A hereto; the parking lot at 3ra Street and Main Street, Santa Ana, California, APN 398-601-02 Seller: City as Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana Seller's Address: 20 Civic Center Plaza Santa Ana, California 92701 Attention: Director of Community Development Agency Tel. (714) 647-5360 Title Company: First American Title Insurance Company 5 First American Way Santa Ana, CA 92707 Tel: (714) - Attention: , (direct: (714) - ; email: @firstam.com) (or another title insurer mutually acceptable to Buyer and Seller) EXHIBIT 4 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of the Effective Date by and between Seller and Buyer. RECITALS A. Seller is the fee owner of that real property which is legally described on Exhibit A attached hereto and made a part hereof (the "Real Property"). The Real Property is the improved parking lot located at 3rd Street and Main Street, APN 398-601-02. B. Seller has offered to sell to Buyer the Real Property described herein for the price and subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy from Seller the Real Property, as more specifically described below. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth in this Agreement. The term Real Property is defined collectively as the following: (a) The fee interest in the Real Property to be conveyed by the Deed (defined in Section 8(a) below); (b) All rights, privileges, easements, licenses and interests appurtenant to the Real Property. Such rights shall be deemed to include, without limitation, all royalties, minerals, oil and gas rights and profits, water and water rights (whether or not appurtenant) owned by Seller; and (c) All personal property, equipment, supplies, and fixtures owned by Seller and located at the Real Property; and (d) All of Seller's interest under contracts, leases, licenses, easements and other agreements associated with the Real Property, subject to a power of termination as set forth in the Deed. 2. Payment of Consideration. As consideration for the sale of the Real Property from Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price of One -Hundred and Ninety Thousand Dollars ($190,000) for the Real Property. 3. Closing without Escrow. (a) Closing without use of Escrow. At the election of Seller, the parties will effect the conveyance of the Property and payment of the Purchase Price without use of an escrow holder provided that: (i) Seller confirms to Buyer that Seller agrees that the Deed may be recorded among the official records of the County Recorder of the County of Orange after Buyer confirms to Seller that Buyer holds moneys equal to the Purchase Price and will transfer such moneys to City within one (1) business day after the Deed is recorded, and (ii) Seller confirms to Buyer that the Title Company EXHIBIT 4 has committed to issue the "Buyer's Title Policy" (as described in Section 6 hereof) in a form and subject only to exceptions that are acceptable to Buyer. (b) Closing. For purposes of this Agreement, the "Closing" or "Closing Date" shall be the date the Deed (as defined below) is recorded pursuant to applicable law in the county in which the Real Property is located. Unless changed in writing by Buyer and Seller, the Closing shall occur on the Closing Date, or as soon thereafter as the conditions precedent to closing are satisfied pursuant to Sections 6 and 7 of this Agreement. If the Closing has not, for any reason, occurred by the Closing Date, then either Buyer or Seller may terminate this Agreement by delivering written notice to the other at any time after the outside Closing Date; provided, however, that if either party is in default under this Agreement at the time of such termination, then such termination shall not affect the rights and remedies of the non -defaulting party against the defaulting party. 4. Seller's Delivery of Real Property and Formation Documents. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the Property Documents"): (a) Copies of tax bills. (b) Such proof of Sellers' authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company consistent with the terms of this Agreement. 5. Buyer's Right of Entry. From and after the Effective Date through the earlier to occur of the termination of this Agreement or the Closing, Buyer and Buyer's employees, agents, consultants and contractors shall have the right to enter upon the Real Property during normal business hours, provided reasonable prior notice has been given to Seller. (a) Investigation of the Real Property. In addition to the foregoing, the Buyer shall have the right, at its sole cost and expense, prior to the Contingency Date, to engage its own environmental consultant (the "Environmental Consultant") to make such investigations as Buyer deems necessary or appropriate, including any "Phase 1" or "Phase 2" investigations of the Real Property. If, based upon such evaluation, inspections, tests or investigation, Buyer determines that it, in its discretion, does not wish to proceed with purchase of the Real Property based upon the condition of the Real Property, Buyer may cancel this Agreement by giving written notice of termination to Seller on or before the Contingency Date which specifically references this Section 5. If Buyer does not cancel this Agreement by the time allowed under this Section 5, Buyer shall be deemed to have approved the evaluation, inspections and tests as provided herein and to have elected to proceed with this transaction on the terms and conditions of this Agreement. Buyer shall be provided a copy of all reports and test results provided by Buyer's Environmental Consultant promptly after receipt by the Buyer of any such reports and test results. Buyer shall bear all costs, if any, associated with restoring the Real Property to the condition prior to its testing by or on behalf of Buyer if requested to so do by Seller. (b) No Warranties as To the Real Property. The physical condition and possession of the Real Property, is and shall be delivered from Seller to Buyer in an "as is" condition, with no warranty expressed or implied by Seller, including without limitation, the presence of 2 EXHIBIT 4 Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Real Property for development purposes. (c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which are located in, on or under the Real Property. Such precautions shall include compliance with all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the state, the County, the City, or any other political subdivision in which the Real Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Real Property ("Governmental Requirements") with respect to "Hazardous Materials", as defined below. "Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local governmental authority, the County, the State of California, regional governmental authority, 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 Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 78075 of the California Health and Safety Code, Division 45, Part 2, Chapter 1 (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) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4.5, Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §6901 et seq. 6. Buyer's Conditions Precedent and Termination Right. (a) Conditions Precedent. The Closing and Buyer's obligation to consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, "Buyer's Contingencies"), which are for Buyer's benefit only. (i) Title Review. Within ten (10) calendar days after the Date of Agreement, Seller shall cause the Title Company to deliver to Buyer a preliminary title report (the "Report") describing the title to the Real Property, together with copies of the plotted easements and the exceptions (the "Exceptions") set forth in the Report; provided that the cost of the Report shall be borne by Seller. Seller acknowledges that the Report shall include an endorsement against the effect of any mechanics' liens; Seller will provide such indemnity or other assurances as necessary to induce the Title Company to provide such endorsement. On or before the Contingency Date, Buyer shall have approved in writing, in Buyer's sole discretion, any matters of title disclosed by the following (collectively, the "Title Documents"): (i) the Report; (ii) the Exceptions; (iii) the legal description of the Real Property and (iv) any survey Buyer desires to obtain at Buyer's sole cost and expense. Buyer shall have the same rights to approve or disapprove any exceptions to title that are not created by 3 EXHIBIT 4 Buyer and that come into existence after issuance of the Report but prior to Closing. Seller shall, on or before the Closing, remove all deeds of trust, mortgages and delinquent taxes (but not the lien for any real property taxes or assessments not yet delinquent). (ii) Buyer's Title Policy. On or before the Closing, the Title Company shall, upon payment (by Buyer) of the Title Company's premium, have agreed to issue to Buyer, a CLTA owner's policy of title insurance ("Buyer's Title Policy") in the amount of the Purchase Price showing fee title to the Real Property vested solely in Buyer and subject only to the (i) the standard, preprinted exceptions to Buyer's Title Policy; (ii) liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written consent of Buyer; and (iv) those matters specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a CLTA policy; provided, however, that Buyer's ability to obtain such extended coverage shall not be a Buyer's Contingency and Buyer's obligations hereunder shall in no way be conditioned or contingent upon obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other matters required by the Title Company for such extended coverage. (iii) Physical and LegalInspections and Studies. On or before the Contingency Date, Buyer shall have approved in writing, in Buyer's sole and absolute discretion, the results of any physical and legal (but not feasibility or economic) inspections, investigations, tests and studies Buyer elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and/or investigations as Buyer may elect to make or obtain. (iv) Property and Formation Documents. On or before the Contingency Date, Buyer shall have approved in writing, in Buyer's reasonable discretion, the terms, conditions and status of all of the Property Documents. (v) Delivery of Documents. Seller's delivery of all documents described in Section 8, below. (vi) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be materially true and correct as of the date made and as of the Closing. (vii) Title Company Confirmation. The Title Company shall have confirmed that it is prepared to issue the Buyer's Title Policy consistent with the provisions of this Agreement. (viii) No Default. As of the Closing, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement. (ix) Oversight Board and Department of Finance ("DOF") Approval. The Oversight Board and, if required as a condition of the issuance of title insurance or by either party hereto, approval by DOF, shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. 11 EXHIBIT 4 (b) Termination Right. Should any of Buyer's Contingencies not be met by the Outside Date, and Buyer so informs Seller, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. If Buyer has neither terminated this Agreement in writing ("Termination Notice") on or before 5:00 p.m. on the Contingency Date as to the items set forth in Sections 6(a)(i)-(v) inclusive, nor provided a written satisfaction or waiver notice to Seller of each Buyer's Contingency to be satisfied as of the Contingency Date, then all such Buyer's Contingencies shall be deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice as to the items set forth in Sections 6(a)(vi)-(viii) inclusive, prior to the Closing, such Buyer's Contingencies shall be deemed to have been satisfied. (c) Seller's Cure Right. Buyer shall notify Seller, in Buyer's Termination Notice, of Buyer's disapproval or conditional approval of any Title Documents. Seller shall then have the right, but not the obligation, to (i) remove from title any disapproved or conditionally approved Exception(s) (or cure such other title matters that are the basis of Buyer's disapproval or conditional approval of the Title Documents) within five (5) business days after Seller's receipt of Buyer's Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that such Exception(s) will be removed (or other matters cured) on or before the Closing. With respect to any such Exception, it shall be sufficient for purposes hereof for Seller to commit in writing, within the applicable period, to remove such Exception at or before the Closing. Seller's failure to remove such Exception after committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if Seller furnishes Buyer with evidence that the Title Company will issue the Buyer's Title Policy, as defined herein, at the Closing deleting such Exception or providing an endorsement (at Seller's expense) reasonably satisfactory to Buyer concerning such Exception. If Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such five (5) business day period, Buyer shall have three (3) business days after the expiration of such five (5) business day period to give Seller written notice that Buyer elects to proceed with the purchase of the Real Property subject to the disapproved Title Document(s), it being understood that Buyer shall have no further recourse against Seller for such disapproved Title Exception(s). 7. Seller's Conditions Precedent and Termination Right. The Closing and Seller's obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent ("Seller's Contingencies"), which are for Seller's benefit only: (a) Completion of Title Review. Seller shall have received written confirmation from Buyer that Buyer has completed its review of title and that the condition of title is satisfactory. (b) Confirmation Concerning Site. Seller shall have received written confirmation from Buyer that Buyer has reviewed the condition of the Real Property, including without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition of the Real Property. (c) Oversight Board and, if applicable, DOF Approval. The approval by the Oversight Board and DOF shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement, and, if required as a matter of law or as a condition by the Title Company as a condition of the Title Company issuing its policy of title insurance, DOF approval. 5 EXHIBIT 4 (d) Confirmation Regarding Buyer's Title Policy. Seller shall have received written confirmation from Buyer that Buyer has approved a pro forma title policy. (e) Delivery of Documents. Buyer's delivery of all documents described in Section 9, below. Should any of Buyer's Contingencies not be met by the Outside Date and Buyer has so informed Seller, Seller may, by written notice to Buyer, terminate this Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any title or other cancellation fees shall be paid by Buyer. 8. Seller's Deliveries to Buyer. (a) Seller's Delivered Documents. At least one (1) business day prior to the Closing Date, Seller shall deposit or cause to be deposited with Buyer the following items, duly executed and, where appropriate, acknowledged ("Seller's Delivered Items"): (i) Deed. The Grant Deed in the form attached hereto as Exhibit B (the "Deed"). (ii) Possession of Real Property. Possession of the Real Property free of any tenancies or occupancy. (iii) Authority. Such proof of Seller's authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company. (iv) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company. (b) Failure to Deliver. Should any of Seller's Delivered Items not be timely delivered to Buyer, Buyer may, by written notice to Seller, terminate this Agreement; provided, however, that Buyer may (but shall not be obligated to) in such notice provide Seller with five (5) business days to deliver all of Seller's Delivered Items. If Buyer's notice provides Seller such five (5) business days to deliver Seller's Delivered Items, and if Seller's Delivered Items are not delivered within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be returned to Buyer. Under no circumstances shall Buyer have any responsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller. 9. Buyer's Deliveries to Seller. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Seller the following, each duly executed and acknowledged by Buyer, as appropriate ("Buyer's Delivered Items"): (a) Purchase Price. The Purchase Price, together with additional funds necessary to pay Buyer's closing costs set forth in Section 10(b) herein. M EXHIBIT 4 (b) Authority. Such proof of Buyer's authority and authorization to enter into this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company. (c) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company. 10. Costs and Expenses. (a) Seller's Costs. If the transaction contemplated by this Agreement is consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges associated with the removal of encumbrances; (ii) Seller's share of prorations; and (iii) costs, if any, allocable to Seller under this Agreement (which foregoing items collectively constitute "Seller's Costs and Debited Amounts"). (b) Buyer's Costs. If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) Buyer's share of prorations, (ii) the premium for an owner's policy of title insurance which, at the election of Buyer, will be an ALTA owner's extended coverage policy of title insurance and the cost for any survey required in connection with the delivery of an ALTA owner's extended coverage policy of title insurance; (iii) documentary recording fees, if any; (iv) documentary transfer tax, if any; and (v) any costs associated with Buyer borrowing money in order to pay to Seller the Purchase Price (collectively, "Buyer's Costs and Debited Amounts"). Since Buyer and Seller elected to close without use of escrow pursuant to Section 3(b) hereof, Buyer and Seller shall make the prorations described in this subsection (b). Generally. Each parry shall bear the costs of its own attorneys, consultants, and real estate brokers in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. Buyer represents to Seller that Buyer has not engaged the services of any consultants, finders or real estate brokers in connection with the purchase of the Real Property from the Seller. Seller represents to Buyer that Seller has not engaged the services of any consultants, finders or real estate brokers in connection with the sale of the Real Property to the Buyer. 11. Prorations; Withholding. (a) All revenues (if any) and expenses relating to the Real Property (including, but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse collection charges) shall be prorated as of the Closing Date; provided that all delinquent taxes shall be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller shall deliver to Buyer a tentative schedule of prorations for Buyer's approval (the "Proration and Expense Schedule"). If any prorations made under this Section shall require final adjustment after the Closing, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled thereto. (b) In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code (the "Tax Code") as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed 7 EXHIBIT 4 by Seller, (i) Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed copies of California Form 593 to Title Company at or immediately after Closing, (iii) two (2) copies of California Form 593 shall be delivered by Title Company to Seller, and (iv) on or before the 20th day of the month following the month title to the Real Property is transferred to Buyer (as evidenced by the recording of the Deed), Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy of California Form 593 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 593), to the California Franchise Tax Board. 12. Closing Procedure. When the Title Company is ready to issue the Buyer's Title Policy and all required documents and funds have been deposited with Seller, Seller shall immediately close Escrow in the manner and order provided below. (a) Recording. Seller shall cause the Deed to be recorded pursuant to applicable law in the county in which the Real Property is located and obtain conformed copies thereof for distribution to Buyer and Seller. (b) Disburse Funds. Seller shall debit or credit (as provided herein) all Buyer's Costs and Debited Amounts, Seller's Costs and Debited Amounts and General Expenses, prorate matters and withhold funds as provided herein. The Purchase Price, less any applicable debits or credits (as provided herein) shall be distributed via account transfers to Seller. Seller shall request demands for payment and to make such payments from the Purchase Price (or such other funds, if any, as are advanced by Seller) to defray the cost of removing deeds of trust, liens and other encumbrances. (c) Documents to Seller. Seller shall receive a conformed copy of the Deed, and documents, if any, recorded on behalf of any lender, as duly recorded among the official land records of the County of Orange, and a copy of each other document (or copies thereof) provided by Buyer pursuant hereto. (d) Documents to Bu e . Seller shall deliver to Buyer the original California Exemption Certificate (as applicable), and a conformed copy of each of the Deed as duly recorded among the official land records of the County of Orange, and each other document (or copies thereof) deposited by Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. (e) Title Company. Seller shall cause the Title Company to issue the Buyer's Title Policy to Buyer. (f) Informational Reports. Seller shall file any information reports required by Internal Revenue Code Section 6045(e), as amended. (g) Possession. Possession of the Real Property shall be delivered to Buyer at the Closing. EXHIBIT 4 13. Representations and Warranties. (a) Seller's Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer's obligations hereunder), and all of which are material inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered into this Agreement) and shall survive Closing; provided that each of the representations and warranties of Seller is based upon the information and belief of the Executive Director of the Seller: (i) Seller believes that it has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated, subject to the approval of the Oversight Board and, as may be applicable, DOF. (ii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, Seller believes that all requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, the individual executing this Agreement and the instruments referenced herein on behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Seller believes that neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument to which Seller is a party or that affect the Real Property, including, but not limited to, any of the Title Documents or the Property Documents. (v) There is no pending litigation nor, to the best of Seller's knowledge, threatened litigation, which does or will adversely affect the right of Seller to convey the Real Property. There are no claims which have been received by Seller that have not been disclosed to Buyer. (vi) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Real Property, or any part hereof, or any interest therein, which will survive the Closing. (vii) There are no leases or rental agreements in effect as to the Real Property. (viii) Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a parry pertaining to the Real Property. 661 EXHIBIT 4 (ix) There are no mechanics', materialmen's or similar claims or liens presently claimed or which will be claimed against the Real Property for work performed or commenced for Seller or on Seller's behalf prior to the date of this Agreement. (x) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or the Real Property after the Closing, except those already disclosed to Bumpursuant to the Long Range Property Management Plan via Oversight Board Resolution No. 2015-04 dated September 29, 2015 and the CBRE Appraisal Report dated October 3, 2023. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Real Property. (xi) There are not as of the Effective Date, nor will there be as of the Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Real Property or any part thereof, and no person other than Buyer shall have any right of possession to the Real Property or any part thereof as of the Closing. (xii) No person, excepting Seller, has possession or any rights to possession of the Real Property or portion thereof. (b) Subsequent Changes to Seller's Representations and Warranties. If, prior to the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any respect (collectively, the "Seller Representation Matter"), then the party who has learned, discovered or become aware of such Representation Matter shall promptly give written notice thereof to the other party and Seller's representations and warranties shall be automatically limited to account for the Representation Matter. Buyer shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Seller if Buyer reasonably disapproves any such change. If Buyer does not elect to terminate this Agreement, Seller's representation shall be qualified by such Seller Representation Matter and Seller shall have no obligation to Buyer for such Seller Representation Matter. (c) Buyer's Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller's obligations hereunder), and all of which shall survive Closing: (i) Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. 10 EXHIBIT 4 (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a parry or by which any of Buyer's properties are bound. (d) Subsequent Changes to Buyer's Representations and Warranties. If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the "Buyer's Representation Matter"), then the party who has learned, discovered or become aware of such Buyer's Representation Matter shall promptly give written notice thereof to the other party and Buyer's representations and warranties shall be automatically limited to account for the Buyer's Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change. If Seller does not elect to terminate this Agreement, Buyer's representation shall be qualified by such Buyer's Representation Matter and Buyer shall have no obligation to Seller for such Buyer's Representation Matter. 14. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price represents a fair value price for the Real Property. 15. Surplus Lands Act. The Real Property is considered exempt surplus land under the Surplus Lands Act, pursuant to Government Code Section 5422 1 (f)(1)(D) and Resolution No 2024- as it is surplus land that a local agency is transferring to another local agency for the receiving agency's use. 16. General Provisions. (a) Condemnation. If any material portion of the Real Property shall be taken or appropriated by a public or quasi -public authority exercising the power of eminent domain, Buyer shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of the Real Property and receive all of the award or payment made in connection with such taking. (b) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, "Notices") shall be in writing, shall be addressed to the receiving party as provided in the Basic Terms section above, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of Notices to the parties' respective 11 EXHIBIT 4 counsels is for information only, is not required for valid Notice and does not alone constitute Notice hereunder. (c) Waiver, Consent and Remedies. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller's and Buyer's performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a parry to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party's breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement. (d) Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof and, following Closing. (e) Time. Time is of the essence of every provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, City closure, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, City closure, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. (f) Counterparts; Electronic Si ng atures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. An electronic signature shall be deemed an original signature. (g) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. (h) No Obligations to Third Parties. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto. 12 EXHIBIT 4 (i) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. 0) Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. (k) Applicable Law. This Agreement shall be governed by and construed in accordance with the local law of the State of California, with venue in Orange County. (1) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. (m) Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto expressly agree and confirm that this Agreement is executed without reliance on any oral or written statements, representations or promises of any kind which are not expressly contained in this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. (n) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. (o) Assignment. . This Agreement may not be assigned without the prior written consent of the other parry hereto, which consent shall not be unreasonably withheld. [signatures begin on the following page] 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. ATTEST: "SELLER" Jennifer L. Hall Successor Agency Secretary ATTEST: Jennifer L. Hall City Clerk RECOMMENDED FOR APPROVAL r2wworlim Michael L. Garcia Executive Director Community Development Agency 14 CITY AS SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA I0 Alvaro Nunez Acting City Manager "BUYER" CITY OF SANTA ANA, a charter city and municipal corporation organized under the Constitution and laws of the State of California Alvaro Nunez Acting City Manager APPROVED AS TO FORM: Sonia R. Carvalho City Attorney �ABy_ Andrea Garcia -Miller Assistant City Attorney EXHIBIT 4 EXHIBIT A LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Orange, described as follows: Lot 4 of Tract Map 16217, in the City of Santa Ana, County of Orange, State of California, filed in Book 833, Pages 48 through 50, inclusive of Maps, in the Office of the County Recorder of Orange County, California. APN: 398-601-02 A-1 EXHIBIT 4 EXHIBIT B DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: APN: 398-601-02 [Space above for recorder.] EXEMPT FROM PAYMENT OF DOCUMENTARY TRANSFER TAX (TRANSFER BETWEEN PUBLIC AGENCIES) GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana ("Grantor"), hereby grants to the City of Santa Ana, a charter city and municipal corporation organized under the Constitution and laws of the State of California, that certain real property located in the County of Orange, State of California, more particularly described on Attachment No. 1 attached hereto and incorporated herein by this reference (the "Property"), subject to existing easements, restrictions and covenants of record. IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of 52024. SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA In Name: Its: Executive Director EXHIBIT 4 ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Orange, described as follows: Lot 4 of Tract No. 16217, as shown on a Map files in Book 833, Pages 48, 49, and 50 of Miscellaneous Maps, records of Orange County, California. APN: 398-601-02 Attachment No. 1 to Exhibit B EXHIBIT 4 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed under the foregoing Grant Deed by the Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana to the City of Santa Ana, a charter city and municipal corporation organized under the Constitution and laws of the State of California ("City") as to the following property: Real property in the City of Santa Ana, County of Orange, State of California, described as follows: Lot 4 of Tract No. 16217, as shown on a Map files in Book 833, Pages 48, 49, and 50 of Miscellaneous Maps, records of Orange County, California. APN: 398-601-02 is hereby accepted by the City Manager of the City on behalf of the City pursuant to authority conferred by action of the City Council of the City by Resolution No. of the City Council, and the City as grantee consents to recordation thereof by its duly authorized officer. ATTEST: City Clerk APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Andrea Garcia -Miller Assistant City Attorney CITY OF SANTA ANA Alvaro Nunez Acting City Manager Certificate of Acceptance EXHIBIT 4 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On personally appeared before me, ss. (Print Name of Notary Public) , Notary Public, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer Title(s) ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Of Pages Date Of Documents Signer(s) Other Than Named Above EXHIBIT 4 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On personally appeared before me, ss. (Print Name of Notary Public) , Notary Public, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer Title(s) ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Of Pages Date Of Documents Signer(s) Other Than Named Above EXHIBIT 4 c-1 EXHIBIT 5 SUMMARY REPORT PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33433 ON A DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SANTA ANA /_1ki1I7 CITY OF SANTA ANA AS SUCCESSOR AGENCY The California Health and Safety Code (HSC) Section 33433 requires that successor agencies provide a detailed summary report when disposing of property. Compliant with HSC Section 33433, this summary report (Summary Report) outlines the essential aspects of the proposed Purchase and Sale Agreement dated June 18, 2024 (Purchase and Sale Agreement) between the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana (Successor Agency) and the City of Santa Ana (City). The Purchase and Sale Agreement entails the City's acquisition of a parcel situated at the southwest corner of Main Street and Third Street (See Table 1) from the Successor Agency. The Property, presently serving as a 60-space parking lot, will maintain its current use for parking, with the potential for future development dedicated to public benefit purposes. Table 1: Parcel Information Attribute Description Location Southwest Corner of Main Street and Third Street APN 398-601-02 Acquisition Date March 19, 1986 Current Use 60-space parking lot Planned Use Continued parking with potential future public benefit development Purchase Price $190,000 plus closing costs Square Footage 27,830 sq. ft. / 0.64 ac. BACKGROUND In 1973, the City enacted an ordinance to establish the Santa Ana Community Redevelopment Agency (RDA). Over the years, the RDA implemented numerous projects EXHIBIT 5 aimed at eliminating blight, promoting economic growth, funding the construction of affordable housing, and improving infrastructure and community facilities within designated project areas. During this process, the RDA acquired various properties for future development. One such property acquired by the RDA is a parcel situated at the southwest corner of Main Street and Third Street (Property), also identified as Assessor Parcel Number: 398- 601-02. The RDA acquired the Property on March 19, 1986 from Universal Terminals, Inc. as part of the efforts to develop the Central City Redevelopment Project Area with the intention to use the Property for future development projects that would support the overall redevelopment goals of the area, including enhancing public infrastructure and facilitating economic growth. The Property was also critical to provide parking and pedestrian access for the Builders Exchange Building (listed as Landmark - No. 136 on the Santa Ana Register of Historic Properties). Builders Exchange Building and Parking Lease Agreement The Builders Exchange Building, located at 200 N. Main Street, is adjacent to the Property and is historically significant within the Central City Redevelopment Project Area. On February 7, 1982, the RDA approved a $44,711 deferred loan to Builders Exchange Associates (BEA) to cover soft costs for the rehabilitation of the Builders Exchange Building. On February 21, 1986, the RDA extended the repayment period by an additional year due to insufficient lease income to meet debt service obligations. Subsequently, on March 15, 1988, the BEA refinanced the debt and on May 18, 1993, the RDA approved a loan modification agreement with BEA, waiving previous defaults and executing a new promissory note. Concurrently, the RDA entered into a parking lease agreement (Parking Lease Agreement) with Barco Parking Association, a partnership comprising some owners of the Builders Exchange Building. The Parking Lease Agreement, dated May 18, 1993, assured the future availability of 60 parking spaces on the Property exclusively for the use of BEA and its agents, employees, and invitees. Redevelopment Dissolution On February 1, 2012, the RDA was dissolved in accordance with the Dissolution Act, which required the RDA to transfer all its assets to a successor agency. Consequently, the former RDA transferred all its assets to the Housing Authority of the City of Santa Ana (Housing Authority), who assumed the role of the Successor Agency. Under the Dissolution Act, as amended by Assembly Bill (AB) 1484, the Housing Authority now serves as the Successor Agency, tasked with managing the enforceable obligations of the former RDA and overseeing the unwinding of its affairs. As such, the Successor Agency, an independent legal entity, is the current owner of the Property and is bound by the Parking Lease Agreement. EXHIBIT 5 Prior to the enactment of AB 1484, the Oversight Board of the Successor Agency (Oversight Board) adopted Resolution 2012-09 and directed the Successor Agency to take certain actions related to the inventory of property. Those properties identified as having a governmental purpose/use were approved to be transferred to the City. The Property was identified as a property subject to an enforceable obligation that could be transferred to the City. Maintenance -Access Agreement Following Redevelopment Dissolution, in addition to the Parking Lease Agreement, the Successor Agency entered into a property maintenance license and revocable access easement agreement (Maintenance -Access Agreement) with the current owner of the Builders Exchange Building, Swinerton, on October 11, 2019. The Maintenance -Access Agreement was initially for a three-year period, with automatic annual renewals to allow ingress and egress to the parking lot and access to the Builders Exchange Building. Property Disposition HSC Section 34181 mandates that successor agencies dispose of all assets and properties of their respective redevelopment agencies. In accordance with HSC Section 34181, and with the aim of upholding the Parking Lease Agreement and the Maintenance - Access Agreement, the Successor Agency and the City, as two separate legal entities, are collaborating to transfer ownership of the Property from the Successor Agency to the City through a market rate purchase of $190,000 (Purchase Price). This Purchase Price was established by an appraisal conducted on September 11, 2023 (Appraisal). This transfer will enable the Successor Agency to dispose of the Property while ensuring compliance with the Parking Lease and Maintenance -Access Agreements. REPORTING REQUIREMENTS Due to the funding sources used for its acquisition, as well as the former RDA's ownership of the Property, the proposed conveyance of the Property to the City is subject to the reporting requirements imposed by Section 33433. Specifically, Section 33433 requires the Successor Agency to prepare a report that summarizes the financial terms associated with the disposition transaction for the Property. This Summary Report fulfills the reporting requirements of HSC Section 33433 and is organized into the following sections: I. Salient Points of the Purchase and Sale Agreement. This is a summary of the major responsibilities imposed on the City by the Purchase and Sale Agreement. II. Cost of the Purchase and Sale Agreement to the City. This includes the total cost to the Successor Agency and City associated with executing the Purchase and Sale Agreement (land acquisition costs, clearance costs, relocation costs, improvement costs, and expected interest on any loans or bonds to finance the agreements). EXHIBIT 5 III. Estimated Highest Use Value of the Interests to be Conveyed. This estimates the values of the interests to be conveyed or leased, determined at the highest uses permitted under the requirements imposed by the zoning in place at the Property. IV. Estimated Reuse Value of the Interests to be Conveyed. This is a summary of the valuation estimate for the Property, based on the required scope of development and the other conditions and covenants required by the Purchase and Sale Agreement. If the sale price or total rental amount is lower than the fair market value determined at the highest and best use consistent with the redevelopment plan, the agency must explain the reasons for this difference as part of this Summary Report. V. Consideration Received and Comparison with the Established Value. This section describes the compensation to be received by the Agency, and explains any difference between the compensation to be received and the established value of the Property. VI. Blight Elimination. This is a description of the existing blighting conditions on the Property and a description of how the Purchase and Sale Agreement will assist in alleviating the blighting influence. VII. Conformance with the AB1290 Implementation Plan. This is a description of how the Purchase and Sale Agreement achieves goals identified in the Successor Agency's adopted AB1290 Implementation Plan. Furthermore, pursuant with HSC Section 33433, this Summary Report was published in the Orange County Register once a week for two consecutive weeks on August 30, 2024, and September 9, 2024, once a week for two consecutive weeks. I. SALIENT POINTS OF THE PURCHASE AND SALE AGREEMENT Property Description The following describes the Property, existing enforceable obligations, and potential future uses: 1. The Property is currently improved with a 60-space parking lot, landscaping, decorative cinder block columns, and wrought iron fencing (See Table 1). 2. The Property is subject to a Parking Lease Agreement dated May 18, 1993 between the former RDA and BEA, which assures the availability of 60 parking spaces to serve the Builders Exchange Building. 3. The Property is also subject to a Maintenance -Access Agreement dated October 11, 2019 between the Successor Agency and Swinerton, which allows ingress and egress to the parking lot and access to the Builders Exchange Building. 4. The Property will remain as a parking lot, but may be developed for other public benefit purposes in the future. EXHIBIT 5 City Responsibilities The following describes the responsibilities that the City will take on 1. Purchase and Sale: The City agrees to purchase the Property for $190,000, including fee interest, rights, privileges, easements, licenses, and interests related to the Property, all personal property, equipment, supplies, fixtures, and Successor Agency's interest under contracts, leases, licenses, easements, and other agreements. 2. Payment of Consideration: The City shall pay the Purchase Price at the date the deed is recorded (Closing Date). 3. Closing without Escrow: At the election of the Successor Agency, the City shall transfer funds to the Successor Agency within one business day after the deed is recorded if the Successor Agency elects to proceed without an escrow holder. 4. Right of Entry: The City and its representatives shall have the right to enter the Property for inspections and tests from the effective date, as defined by the Purchase and Sale Agreement (Effective Date), through the Closing Date, with reasonable prior notice to the Successor Agency. 5. Investigation of the Real Property: The City shall have the right to engage an environmental consultant for necessary investigations. If the City determines not to proceed with the purchase based on these investigations, it may cancel the Purchase and Sale Agreement before the contingency date, as defined by the Purchase and Sale Agreement (Contingency Date), and provide written notice of termination to the Successor Agency. The City shall provide all reports and test results to the Successor Agency and bear any costs associated with restoring the Property to its original condition if the Property is disturbed by the environmental testing, and if requested by the Successor Agency. 6. Condition of Property: The City shall accept the property in "as is" condition, with no warranties from the Successor Agency regarding its physical condition, presence of hazardous materials, or suitability for development purposes. 7. Environmental Precautions: Post -closing, the City shall take all necessary precautions to prevent the release of hazardous materials from the Property and comply with all relevant governmental requirements. 8. Buyer's Title Policy: The City shall obtain a CLTA owner's policy of title insurance (Title Policy) in the amount of the Purchase Price, showing fee title to the Property vested solely in the City, subject to standard exceptions, liens for taxes not yet delinquent, matters created by or with the City's consent, and matters approved in writing by the City. The City may obtain extended coverage at its own cost if desired. 9. Physical and Legal Inspections and Studies: The City shall approve or disapprove matters of title disclosed in the preliminary title report, exceptions, legal EXHIBIT 5 description, and any survey obtained. The City must provide written approval of title matters by the Contingency Date. 10.Termination Right: The City has the right to terminate the Purchase and Sale Agreement if its contingencies are not met within 60 days of Oversight Board and Department of Finance (DOF) approval (Outside Date), as long as the City informs the Successor Agency through a termination notice (Termination Notice) and pays any relevant fees. 11. Seller's Conditions: The City shall provide written confirmation to the Successor Agency that it has completed its review of the title and the condition of the property, including hazardous materials, zoning, and suitability. Additionally, the City shall ensure that the Oversight Board and DOF approvals are obtained, confirm approval of the Title Policy, and deliver all necessary documents by the agreed dates. If any contingencies are not met by the Outside Date, the Seller may terminate the Agreement, and the City shall be responsible for any title or cancellation fees unless the Seller is in default. 12. Buyer's Deliveries to Seller: At least one business day prior to the Closing Date, the City shall deposit with the Successor Agency the Purchase Price, together with additional funds necessary to pay the City's closing costs, proof of the City's authority and authorization to enter into the Purchase and Sale Agreement and complete the transaction, and any other documents or items reasonably required to close the transaction as determined by the title company, as defined by the Purchase and Sale Agreement (Title Company). 13. Costs and Expenses: The City shall bear its respective costs related to the transaction, including proration of revenues and expenses associated with the Property. 14. Prorations and Withholding: The City shall prorate all revenues and expenses related to the Property as of the Closing Date, with any delinquent taxes to be settled by the Successor Agency. Successor Agency Responsibilities 1. Purchase and Sale: The Successor Agency agrees to sell the Real Property to the City for $190,000. 2. Closing without Escrow: If the Successor Agency elects to proceed without an escrow holder, the Successor Agency shall confirm that the deed can be recorded and that the Title Company, will issue the City's Title Policy, subject to acceptable exceptions. 3. Delivery of Real Property and Formation Documents: The Successor Agency shall provide necessary documents, including tax bills, proof of authority, and other relevant property documents within 10 days after the Effective Date. EXHIBIT 5 4. Closing Conditions: The Successor Agency shall satisfy various conditions, including title review, environmental approval, document delivery, and issuance of a title policy. 5. Title Review: The Successor Agency shall cause the Title Company to deliver a preliminary title report to the City within 10 days after the Purchase and Sale Agreement date, at the Successor Agency's cost. The Successor Agency shall provide indemnity for the Title Company to offer a mechanics' lien endorsement. 6. Cure Right: If the City provides a Termination Notice, the Successor Agency has five (5) business days to 1) remove or address any disapproved or conditionally approved exceptions, or 2) provide satisfactory assurances to the City that such exceptions will be resolved by the Closing Date. 7. Seller's Deliveries to Buyer: At least one (1) business day prior to the Closing Date, the Successor Agency shall deposit with the City the Grant Deed, possession of the Property free of any tenancies, proof of the Successor Agency's authority and authorization to consummate the transaction, and any other documents or items reasonably required to close the transaction as determined by the Title Company. If these items are not delivered timely, the City may terminate the Purchase and Sale Agreement, unless the Successor Agency delivers the items within five business days of receiving the City's notice. 8. Costs and Expenses: The Successor Agency shall bear its respective costs related to the transaction, including proration of revenues and expenses associated with the Property. II. COST OF THE AGREEMENT TO THE CITY The total cost to the City for the acquisition of the Property is detailed as follows: 1. Purchase Price: The City shall pay the Successor Agency a purchase price of $190,000 for the Real Property, as determined by the Appraisal. This amount represents the fair market value of the property under its current use as a parking lot. 2. Property Acquisition Costs (Previously -Incurred Cost): After Redevelopment Dissolution, the Property was transferred via quitclaim deed from the City to the Successor Agency at no cost. The Successor Agency is now responsible for managing its disposition. 3. Closing Costs and Expenses: There will be no additional closing costs incurred by the City for the Property acquisition. 4. Total Estimated Costs: As shown in Table 2, the City will incur a total cost of $190,000 for the Property acquisition, while the Successor Agency will receive $190,000 from the sale of the Property. EXHIBIT 5 Table 2: Total Estimated Costs Cost Successor Agency/RDA City Purchase Price ($190,000) $190,000 Property Acquisition Costs $0 - Closing Costs and Expenses $0 $0 Total Estimated Costs ($190,000) $190,000 These estimated costs provide a comprehensive view of the financial obligations the City will incur to complete the acquisition of the Property. The City has allocated funds in the amount of $190,000 for the purchase price plus closing costs in the CDA — Service Enhancement account (no. 0111817-66100) for expenditure in FY 2024-25. Upon approval by the Oversight Board and DOF, and completion of the transaction, $190,000 in proceeds from the sale will be deposited in the Redevelopment Obligation Retirement Funds Revenue account (no. 67018002-57071) and payment to the County of Orange, Auditor -Controller will be made from expenditure account (no. 67018850-69142). III. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST USES PERMITTED UNDER THE REDEVELOPMENT PLAN HSC Section 33433 requires the Successor Agency to determine and report the market value of the Property based on the most advantageous or profitable use allowed by the current zoning regulations applicable to the Property. The valuation must assume that the property is vacant and that immediate development is required, without considering any special restrictions or conditions that could be imposed by the City in the future. The Property is currently zoned Specific Development (SD-84), which allows for numerous commercial, office, and retail uses. The Property is subject to the Parking Lease Agreement dated May 18, 1993, ensuring the future availability of 60 parking spaces exclusively for the Builders Exchange Building. In the Appraisal, the highest and best use of the Property was determined as follows: As Vacant • Legal Permissibility: The Property is zoned Specific Development— (SD-84), which permits a variety of commercial, office, and retail uses. The existing Parking Lease Agreement ensures the availability of 60 parking spaces for the Builders Exchange Building. • Physical Possibility: The Property's physical characteristics and the availability of utilities make it suitable for the allowed uses under its current zoning. EXHIBIT 5 • Financial Feasibility: Given the current market conditions and the existing Parking Lease Agreement, holding the property for future development is financially viable. • Maximum Productivity: Based on market and neighborhood analysis, the highest and best use of the Property, if vacant, would be for future redevelopment, including the provision of 60 additional parking spaces as required by the Parking Lease Agreement. As Improved • The Property is currently utilized as a parking lot for the adjacent office building. Most Probable Buyer • The most likely buyer would be a government agency or local developer capable of developing the Property under a joint development scenario. Based on the Appraisal, the fair market value of the Property, considering its highest and best use, is $190,000. Therefore, the estimated fair market value of the interest to be conveyed at the highest use permitted under the zoning in place for the Property is approximately $190,000. IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED HSC Section 33433 also requires the Successor Agency to determine the Property's reuse value, which reflects the Property's worth when considering any specific requirements, conditions, and covenants that will apply to its use after it has been transferred to a new owner. This could include any legal restrictions, zoning requirements, agreements, or other factors that might affect how the Property can be used or developed in the future. The reuse value of the Property was also appraised by CBRE, Inc., taking into consideration the development conditions and covenants required by the Purchase & Sale Agreement. The Property is currently improved as a parking lot and will remain so until future development opportunities arise that comply with public benefit purposes. Reuse Value Calculation Table 3: Reuse Value with Conditions and Covenants Total Concluded Land Value $1,390,000 Less: $20,000/space * 60 spaces ($1,200,000) Total As Is Value $190,000 EXHIBIT 5 This valuation aligns with the agreed sale price of $190,000, as established through the Appraisal. The Appraisal confirmed that the Property's value under its current use and conditions is appropriate and reflective of the market conditions as of the date of the Appraisal. The final estimated reuse value underscores the impact of the existing Parking Lease Agreement, which significantly influences the Property's marketability and development potential. The planned transfer of the property at this value ensures compliance with the legal and financial obligations tied to the Property while facilitating its continued use for public benefit. V. CONSIDERATION RECEIVED AND COMPARISON WITH THE ESTABLISHED VALUE HSC Section 33433 requires the Successor Agency to disclose the value of the Property and ensure that it receives fair market value. This includes comparing the sale price with the highest use value allowed under current zoning and considering any conditions that affect the Property's use after the sale. Purchase Price The purchase price of the Property is $190,000, as determined by the conducted by CBRE, Inc. on September 11, 2023. This price reflects the fair market value of the Property in its current use as a parking lot. Appraised Value The highest and best use analysis conducted by CBRE, Inc. considered the legal, physical, financial, and maximum productivity aspects of the Property. They concluded that the fair market value of the Property, under its current zoning (Specific Development — SD-84) and considering the Parking Lease Agreement dated May 18, 1993, which mandates 60 parking spaces for the Builders Exchange Building, is $190,000. This valuation is based on the assumption that the Property is vacant and available for immediate development without considering any extraordinary use restrictions. Reuse Value The estimated reuse value of the Property takes into account specific requirements, conditions, and covenants governing its use post -conveyance. The primary covenant affecting the reuse value is the Parking Lease Agreement, which requires the provision of 60 parking spaces for the Builders Exchange Building. Despite this condition, the reuse value aligns with the appraised value, establishing the Property's worth at $190,000. EXHIBIT 5 Consideration Received by the Successor Agency Upon completion of the transaction, the Successor Agency will receive $190,000 from the City for the sale of the Property. This amount is consistent with the appraised value, ensuring that the Successor Agency receives fair market value for the property. Cost to the City The City will incur a total of $190,000 for the acquisition of the Property. There will be no additional closing costs incurred by the City for this transaction. Comparison with Established Value The transaction is structured to ensure that the Successor Agency receives a fair market value consistent with the highest and best use appraisal. The Appraisal concluded that the value of the Property, considering its legally permissible uses and existing conditions, is $190,000. The purchase price agreed upon in the Purchase and Sale Agreement is exactly $190,000, matching the appraised value. Public Benefit The acquisition of the Property by the City will ensure the continued provision of parking spaces as mandated by the Parking Lease Agreement, benefiting the adjacent office building and its users. Furthermore, holding the Property for future redevelopment can potentially lead to further public benefits through future development projects. Conclusion The consideration received by the Successor Agency and the cost incurred by the City for the acquisition of the Property are both aligned with the appraised fair market value of $190,000. This transaction not only complies with HSC Section 33433 requirements but also ensures the fulfillment of existing agreements and can support the City's long-term development objectives. VI. BLIGHT ELIMINATION The acquisition of the Property by the City from the Successor Agency is a strategic move to support long-term blight elimination efforts in the Central City Redevelopment Project Area. The Redevelopment Five -Year Implementation Plan (July 1, 2010 - June 30, 2015) (Implementation Plan) outlines several key goals and objectives focused on the removal of blighting conditions and the promotion of redevelopment within the area. Although the City is not currently planning to develop the Property, holding it ensures compliance with the Parking Lease Agreement and positions the City to address blight effectively in the future. The following points highlight how this transaction aligns with the goals and contributes to the overall elimination of blight: EXHIBIT 5 • Ensuring Compliance with Existing Agreements: By acquiring the Property from the Successor Agency, the City ensures compliance with the Parking Lease Agreement dated May 18, 1993, which mandates the provision of 60 parking spaces for the Builders Exchange Building. Maintaining these parking spaces supports the functionality and attractiveness of the adjacent office building, preventing the area from falling into disuse and neglect. • Positioning for Future Development: While the City is not immediately developing the Property, holding the Property allows for strategic planning and future development opportunities. This proactive approach ensures that the Property can be developed in alignment with broader redevelopment goals when the timing and circumstances are optimal. • Preventing Further Blight: By maintaining control over the Property, the City can prevent further blighting conditions from developing. The Property's upkeep and availability for future productive use help ensure that it does not become a neglected or underutilized area that could contribute to blight. • Encouraging Private Investment: The City's acquisition of the Property demonstrates a commitment to the area's redevelopment, which can encourage private sector investment. Potential investors may be more inclined to invest in nearby properties, knowing that the City is actively managing key parcels for future development. • Supporting Public Infrastructure: Although immediate development is not planned, the City's control over the Property means that future redevelopment can include necessary public infrastructure improvements. These improvements are essential for long-term blight elimination and enhancing the area's overall appeal and functionality. • Economic Development Potential: Holding the Property allows the City to plan for future economic development projects that could create jobs and stimulate the local economy. This potential aligns with the goals of economic growth and revitalization outlined in the Redevelopment Five -Year Implementation Plan. By addressing these aspects, the acquisition of the Property from the Successor Agency significantly contributes to the elimination of blight within the Central City Redevelopment Project Area. This transaction ensures compliance with existing agreements, supports strategic planning for future development, and aligns with the goals and objectives of the Redevelopment Implementation Plan, promoting a more vibrant, safe, and economically robust community. VII. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN The acquisition of the Property by the City aligns with the objectives of the Implementation Plan. This transaction supports the Implementation Plan's goals through the following ways: EXHIBIT 5 • Blight Elimination: Acquiring and maintaining the Property helps prevent blighting conditions by ensuring it remains in use and well maintained. This proactive measure supports the physical and economic health of the area. • Promoting Future Development: While the City does not have immediate development plans, holding the Property enables strategic planning for future redevelopment. This aligns with the Implementation Plan's goal to promote the highest and best use of available land. • Encouraging Investment: The City's management of the Property demonstrates a commitment to redevelopment, which can attract private sector investment to the area. This aligns with the Implementation Plan's objective of fostering economic growth through public -private partnerships. • Public Infrastructure: Future redevelopment of the Property could include public infrastructure improvements, enhancing the area's overall appeal and functionality. This supports the Implementation Plan's goal of improving public facilities and infrastructure. • Economic Development: The Property's future redevelopment potential supports long-term economic development goals by creating opportunities for new businesses and jobs, stimulating the local economy. • Strategic Land Use Planning: Acquiring the Property allows the City to plan its use strategically, ensuring that any future development aligns with the community's needs and the General Plan's objectives. By acquiring the Property, the City aligns with the Implementation Plan's goals, ensuring compliance with existing agreements, supporting future strategic planning, and contributing to the long-term redevelopment and revitalization of the area. This transaction promotes a vibrant, economically robust, and well -planned community. EXHIBIT 6 Property Location: APN 398-601-02; Third and Main Street Property Use: Parking Lot Agreement for 60 Spaces Square Footage: 27,830 i rR A 1 Property Description: Property is located on the Southwest Corner of Third Street and Main Street. The property has a property maintenance license and revocable access easement agreement which includes "exclusive access to sixty (60) parking spaces". EXHIBIT 7 Fidelity National Title Company 4400 MacArthur Blvd., Suite 200, Newport Beach, CA 92660 Phone: (949) 622-5000• Fax: Issuing Policies of Fidelity National Title Insurance Company Order No.: 997-30119105-B-TS4 Main Office Line: (949) 622-5000 TO: Community Development Agency Title Officer: Thomas Szopinski (MA) 20 Civic Center Plaza Title Officer Phone: (949) 622-4940 Santa Ana, CA 92701 Title Officer Fax: Title Officer Email: TSTeam@fnf.com ATTN: Julie Castro YOUR REFERENCE: PROPERTY ADDRESS: Third Street and Main Street, Santa Ana, CA /_1A121019721 oil aN441►yill►/_1:raN4as] :740 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 policy(s) of title insurance to be issued hereunder will be policy(s) of Fidelity National Title Insurance Company, a Florida Corporation. Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects and encumbrances affecting title to the land. Countersigned by: CL� Authorized Signature CLTA Preliminary Report Form — Modified (11/17/06) Page 1 EXHIBIT 7 Fidelity National Title Company 4400 MacArthur Blvd., Suite 200, Newport Beach, CA 92660 Phone: (949) 622-5000• Fax: AMENDED PRELIMINARY REPORT EFFECTIVE DATE: June 18, 2024 at 7:30 a.m., Amended: July 10, 2024, Amendment No. B ORDER NO.: 997-30119105-B-TS4 The form of policy or policies of title insurance contemplated by this report is: ALTA Standard 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 2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: THE CITY OF SANTA ANA as Successor Agency to the former Community Redevelopment Agency 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 EXHIBIT 7 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 997-30119105-B-TS4 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 4 OF TRACT MAP 16217, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, FILED IN BOOK 833, PAGES 48 THROUGH 50 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 398-601-02 CLTA Preliminary Report Form — Modified (11/17/06) Page 3 EXHIBIT 7 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 997-30119105-B-TS4 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 2024-2025. B. There were no taxes levied for the fiscal year 2023-2024 as the property was vested in a public entity. C. An assessment by the improvement district shown below: Assessment (or Bond) No: None Shown Series: None Shown District: 246 For: Public facilities Bond issued: None shown Said assessment is collected with the county/city property taxes. And as disclosed by an Assessment District Map filed in Book 20, Page 43 of Assessment Maps, as Instrument No. 29827 of Official Records. Note: An instrument entitled "Notice of Assessment" recorded September 24, 1981 in Book 14232, Page 93 and re -recorded November 25, 1981 in Book 14299, Page 1435 both of Official Records. Reference is hereby made to said document for full particulars. D. An assessment by the improvement district shown below: Assessment (or Bond) No: None Shown Series: None Shown District: City of Assessment District #01 District For: As provided therein Bond issued: None Shown Downtown Santa Ana Community Management Said assessment is collected with the county/city property taxes. 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. Any restrictions covering the future use of said land, as disclosed by a "Statement for a Redevelopment Project", recorded in Book 10807, Page 9 of Official Records, covering the herein described and other land. CLTA Preliminary Report Form — Modified (11/17/06) Page 4 PRELIMINARY REPORT Your Reference: EXHIBIT 7 Fidelity National Title Company Order No.: 997-30119105-B-TS4 EXCEPTIONS (Continued) Matters contained in that certain document Entitled: Parking Space Agreement Recording Date: September 14, 1993 Recording No: 93-0618149, of Official Records Reference is hereby made to said document for full particulars. Document(s) declaring modifications thereof recorded May 8, 2001 as Instrument No. 20010290580 of Official Records. 4. Matters contained in that certain document Entitled: Landlord's Agreement Recording Date: December 5, 1995 Recording No: 19950536431, of Official Records Reference is hereby made to said document for full particulars. 5. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said tract/plat; Purpose: Prohibiting construction of any "Buildings" purposes Affects: A portion of said land Note: Such restriction shall not prohibit the installation of lights standards, monument signs, unroofed trash enclosures, benches, or similar common area improvements which are not intended for occupancy. Any modification of said easement or said restrictions will require prior approval by the building official of the City of Santa Ana. 6. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said tract/plat; Purpose: Ingress/Egress, drainage, parking and utility purposes Affects: A portion of said land 7. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said tract/plat; Purpose: Ingress/Egress, drainage and utility purposes Affects: A portion of said land 8. The reservation of an easement as shown and granted by the City of Santa Ana on the map of said tract. For: Encroachment of building lighting fixtures into the existing public right of way purposes. Over: A portion of Second Street, and Sycamore Street CLTA Preliminary Report Form — Modified (11/17/06) Page 5 EXHIBIT 7 PRELIMINARY REPORT Your Reference: EXCEPTIONS (Continued) 9. Recitals as shown on that certain Tract No. 16217 Recording No: in Book 833, Pages 48 through 50 inclusive of maps Which among other things recites: For condominium purposes. Reference is hereby made to said document for full particulars. Fidelity National Title Company Order No.: 997-30119105-B-TS4 10. The recital on the map of said tract, Covenants, Conditions and Restrictions are to be recorded prior to the completion of construction of any buildings on the land to address ingress/egress, cross -lot drainage, utilities, emergency vehicle access, parking and maintenance for these and other incidental purposes including, but not limited to, landscaping and irrigation. 11. Matters contained in that certain document Entitled: Private Disposition and Development Agreement Recording Date: September 18, 2002 Recording No: 200202799527, of Official Records Reference is hereby made to said document for full particulars. 12. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Adelphia Purpose: Cable television system Recording Date: February 14, 2003 Recording No: 2003000171298, of Official Records Affects: A portion of land 13. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Southern California Edison Company Purpose: Public utilities Recording Date: April 9, 2003 Recording No: 2003000394599, of Official Records Affects: A portion of the land 14. Matters contained in that certain document Entitled: Property Maintenance License and Revocable Access Easement Agreement Dated: October 11, 2019 Executed by: the Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana and Swinerton Recording Date: October 16, 2019 Recording No: 2019000404170, of Official Records Reference is hereby made to said document for full particulars. 15. Please be advised that our search did not disclose any open Deeds of Trust of record. If you should have knowledge of any outstanding obligation, please contact the Title Department immediately for further review prior to closing. CLTA Preliminary Report Form — Modified (11/17/06) Page 6 EXHIBIT 7 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 997-30119105-B-TS4 EXCEPTIONS (Continued) 16. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other matters which a correct survey would disclose and which are not shown by the public records. In order to delete the survey exception shown above, a satisfactory survey of the subject Land, which complies with the minimum standards for land surveys made for title insurance purposes, is to be furnished to the Company. The Company reserves the right to add additional items as disclosed by the survey, or make further requirements after review of the requested documentation. 17. Any easements not disclosed by the public records as to matters affecting title to real property, whether or not said easements are visible and apparent. 18. Matters which may be disclosed by an inspection and/or by a correct ALTA/NSPS Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof. 19. 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. 20. Any claim that the transaction vesting the Title as shown in Schedule A or creating the lien of the Insured Mortgage, or any other transaction occurring on or prior to Date of Policy in which City of Santa Ana Community Redevelopment Agency or its successors transferred, acquired, or made any agreement affecting the title to or any interest in the Land, is void or voidable, or subject to termination, renegotiation, or judicial review, under California Assembly Bill 26 (Chapter 5, Statutes of 2011-12, First Extraordinary Session) and California Assembly Bill 1484 (Chapter 26, Statutes of 2011-12), as presently amended. 21. The transaction contemplated in connection with this Report is subject to the review and approval of the Company's Corporate Underwriting Department. The Company reserves the right to add additional items or make further requirements after such review. 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 NatiE`al`?iflMri'ipahy Your Reference: Order No.: 997-30119105-B-TS4 REQUIREMENTS SECTION 1. This Company will require evidence of compliance with the statutory limitations incident to the governmental agency named below, with reference to any conveyance of an interest in the Land this Company will be asked to record and/or rely upon in the issuance of any form of title insurance. Governmental agency: the City of Santa Ana as Successor Agency to the former Community Redevelopment Agency 2. In order to complete this report, the Company requires a Statement of Information to be completed by the following party(s), Party(s): All Parties The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information. NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to this file. 3. 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 CLTA Preliminary Report Form — Modified (11/17/06) Page 8 EXHIBIT 7 INFORMATIONAL NOTES SECTION 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. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. 4. Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to the document, the form will not be required. DTT Affidavits may be available at a Tax Assessor -County Clerk -Recorder. The following Exclusion(s) are added to preliminary reports, commitments and will be included as an endorsement in the following policies: A. 2006 ALTA Owner's Policy (06-17-06). 6. Defects, liens, encumbrances, adverse claims, notices, or other matters not appearing in the Public Records but that would be disclosed by an examination of any records maintained by or on behalf of a Tribe or on behalf of its members. B. 2006 ALTA Loan Policy (06-17-06). 8. Defects, liens, encumbrances, adverse claims, notices, or other matters not appearing in the Public Records but that would be disclosed by an examination of any records maintained by or on behalf of a Tribe or on behalf of its members. 9. Any claim of invalidity, unenforceability, or lack of priority of the lien of the Insured Mortgage based on the application of a Tribe's law resulting from the failure of the Insured Mortgage to specify State law as the governing law with respect to the lien of the Insured Mortgage. C. ALTA Homeowner's Policy of Title Insurance (12-02-13) and CLTA Homeowner's Policy of Title Insurance (12-02-13). 10. Defects, liens, encumbrances, adverse claims, notices, or other matters not appearing in the Public Records but that would be disclosed by an examination of any records maintained by or on behalf of a Tribe or on behalf of its members. D. ALTA Expanded Coverage Residential Loan Policy - Assessments Priority (04-02-15). 12. Defects, liens, encumbrances, adverse claims, notices, or other matters not appearing in the Public Records but that would be disclosed by an examination of any records maintained by or on behalf of a Tribe or on behalf of its members. 13. Any claim of invalidity, unenforceability, or lack of priority of the lien of the Insured Mortgage based on the application of a Tribe's law resulting from the failure of the Insured Mortgage to specify State law as the governing law with respect to the lien of the Insured Mortgage. CLTA Preliminary Report Form — Modified (11/17/06) Page 1 PRELIMINARY REPORT Your Reference: Fidelity NatiE`al`?iflMTpahy Order No.: 997-30119105-B-TS4 INFORMATIONAL NOTES (Continued) E. CLTA Standard Coverage Policy 1990 (11-09-18). 7. Defects, liens, encumbrances, adverse claims, notices, or other matters not appearing in the public records but that would be disclosed by an examination of any records maintained by or on behalf of a tribe or on behalf of its members. 8. Any claim of invalidity, unenforceability, or lack of priority of the lien of the insured mortgage based on the application of a tribe's law resulting from the failure of the insured mortgage to specify state law as the governing law with respect to the lien of the insured mortgage. 6. Note: There are NO conveyances affecting said Land recorded within 24 months of the date of this report. END OF INFORMATIONAL NOTES Thomas Szopinski (MA)/ng CLTA Preliminary Report Form — Modified (11/17/06) Page 2 EXHIBIT 7 `.—MVI R E SAFE Inquire before you wire! Wire Fraud Alert This Notice is not intended to provide legal or professional advice. If you have any questions, please consult with a lawyer. All parties to a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email, without further verification. If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sending funds. In addition, the following non-exclusive self-protection strategies are recommended to minimize exposure to possible wire fraud. • NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction. • ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster. • USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts. • USE MULTI -FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature. For more information on wire -fraud scams or to report an incident, please refer to the following links: Federal Bureau of Investigation: http://www.fbi._qov Wire Fraud Alert Original Effective Date: 5/11/2017 Current Version Date: 5/11/2017 Internet Crime Complaint Center: http://www.ic3.__qov Page 1 WIRE0016 (DSI Rev. 12/07/17) TM and © Fidelity National Financial, Inc. and/or an affiliate. All rights reserved EXHIBIT 7 Fidelity National Title Company 4400 MacArthur Blvd., Suite 200, Newport Beach, CA 92660 Phone: (949) 622-5000• Fax: Notice of Available Discounts Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the filed rate. As such, your transaction may not qualify for the below discounts. You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for such discount. These discounts only apply to transactions involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one -to -four family residential dwelling. Not all discounts are offered by every FNF Company. The discount will only be applicable to the FNF Company as indicated by the named discount. FNF Underwritten Title Company CTC — Chicago Title company CLTC — Commonwealth Land Title Company FNTC — Fidelity National Title Company of California FNTCCA - Fidelity National Title Company of California TICOR — Ticor Title Company of California LTC — Lawyer's Title Company SLTC — ServiceLink Title Company Available Discounts Underwritten by FNF Underwriters CTIC — Chicago Title Insurance Company CLTIC - Commonwealth Land Title Insurance Company FNTIC — Fidelity National Title Insurance Company CTIC — Chicago Title Insurance Company DISASTER LOANS (CTIC, CLTIC, FNTIC) The charge for a Lender's Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, within twenty-four (24) months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, will be fifty percent (50%) of the appropriate title insurance rate. CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC, FNTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be fifty percent (50%) to seventy percent (70%) of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be forty (40%) to fifty percent (50%) of the appropriate title insurance rate, depending on the type of coverage selected. MILITARY DISCOUNT RATE Upon the Company being advised in writing and prior to the closing of the transaction that an active duty, honorably separated, or retired member of the United States Military or Military Reserves or National Guard is acquiring or selling an owner occupied one -to -four family property, the selling owner or acquiring buyer, as applicable, will be entitled to a discount equal to 15% of the otherwise applicable rates such party would be charged for title insurance policies. Minimum charge: $425.00 The Company may require appropriate proof of eligibility from the parties to the transaction verifying they are entitled to the discount as described. No other discounts or special rates, or combination of discounts or special rates, shall be applicable. Notice of Available Discounts (Rev. 04-11-24) Last Saved: July 10, 2024 by KM2 MISCO343 (DSI Rev. 04/18/24) Order No.: 30119105-997-MAT-TS4 EXHIBIT 7 FIDELITY NATIONAL FINANCIAL, INC. PRIVACY NOTICE Effective July 1, 2024 Fidelity National Financial, Inc. and its majority -owned subsidiary companies (collectively, "FNF," "our," or "we") respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information. A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice will be available on the subsidiary's website and this Privacy Notice does not apply. Collection of Personal Information FNF may collect the following categories of Personal Information: • contact information (e.g., name, address, phone number, email address); • demographic information (e.g., date of birth, gender, marital status); • identity information (e.g. Social Security Number, driver's license, passport, or other government ID number); • financial account information (e.g. loan or bank account information); • biometric data (e.g., fingerprints, retina or iris scans, voiceprints, or other unique biological characteristics; and • other personal information necessary to provide products or services to you. We may collect Personal Information about you from: • information we receive from you or your agent; • information about your transactions with FNF, our affiliates, or others; and • information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. Collection of Browsing Information FNF automatically collects the following categories of Browsing Information when you access an FNF website, online service, or application (each an "FNF Website") from your Internet browser, computer, and/or device: • Internet Protocol (IP) address and operating system; • browser version, language, and type; • domain name system requests; and • browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website. Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites. Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other Online Specifics Cookies. When you visit an FNF Website, a "cookie" may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer's hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. Do Not Track. Currently our FNF Websites do not respond to "Do Not Track" features enabled through your browser. Links to Other Sites. FNF Websites may contain links to unaffiliated third -party websites. FNF is not responsible for the privacy practices or content of those websites. We recommend that you read the privacy policy of every website you visit. Use of Personal Information FNF uses Personal Information for these main purposes: FNF Privacy Statement (Eff. July 1, 2024) Copyright © 2024. Fidelity National Financial, Inc. All Rights Reserved MISCO219 (DSI Rev. 07/02/2024) Page 1 Order No. 30119105-997-MAT-TS4 EXHIBIT 7 • To provide products and services to you or in connection with a transaction involving you; • To improve our products and services; • To prevent and detect fraud; • To maintain the security of our systems, tools, accounts, and applications; • To verify and authenticate identities and credentials; • To communicate with you about our, our affiliates', and others' products and services, jointly or independently; • To provide reviews and testimonials about our services, with your consent. When Information Is Disclosed We may disclose the categories of Personal Information and Browsing Information listed above for the following purposes: • to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; • to affiliated or nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions; • to affiliated or nonaffiliated third parties with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or services to you; • to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order; or • in the good -faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safety of FNF, its customers, or the public. The law does not require your prior authorization and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties, except as required or permitted by law. We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above -described proceedings. Security of Your Information We maintain physical, electronic, and procedural safeguards to protect your Personal Information. Choices With Your Information Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you. For California Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties, except as permitted by California law. For additional information about your California privacy rights, please visit the "California Privacy" link on our website (https://fnf.com/pages/californiaprivacy.aspx) or call (888) 413-1748. For Connecticut Residents: For additional information about your Connecticut consumer privacy rights, or to make a consumer privacy request, or to appeal a previous privacy request, please email privacy(@_fnf.com or call (888) 714-2710. For Colorado Residents: For additional information about your Colorado consumer privacy rights, or to make a consumer privacy request, or appeal a previous privacy request, please email privacy@fnf.com or call (888) 714-2710. For Nevada Residents: We are providing this notice pursuant to state law. You may be placed on our internal Do Not Call List by calling FNF Privacy at (888) 714-2710 or by contacting us via the information set forth at the end of this Privacy Notice. For further information concerning Nevada's telephone solicitation law, you may contact: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132; email: aginquiries@ag.state.nv.us. For Oregon Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes. For additional information about your Oregon consumer privacy rights, or to make a consumer privacy request, or appeal a previous privacy request, please email privacy@fnf.com or call (888) 714-2710. We may disclose the categories of Personal Information and Browsing Information listed above to the following categories of third parties: FNF Privacy Statement (Eff. July 1, 2024) Copyright © 2024. Fidelity National Financial, Inc. All Rights Reserved MISCO219 (DSI Rev. 07/02/2024) Page 2 Order No. 30119105-997-MAT-TS4 EXHIBIT 7 • FNF affiliates and subsidiaries; • Non-affiliated third parties, with your consent; • Businesses in connection with the sale or other disposition of all or part of the FNF business and/or assets; • Service providers; • Law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order. For Texas Residents: For additional information about your Texas consumer privacy rights, or to make a consumer privacy request, or appeal a previous privacy request, please email privacy@fnf.com or call (888) 714-2710. We may disclose the categories of Personal Information and Browsing Information listed above to the following categories of third parties: • FNF affiliates and subsidiaries; • Non-affiliated third parties, with your consent; • Businesses in connection with the sale or other disposition of all or part of the FNF business and/or assets; • Service providers; • Law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order. For Utah Residents: For additional information about your Utah consumer privacy rights, or to make a consumer privacy request, please call (888) 714-2710. For Vermont Residents: We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures. For Virginia Residents: For additional information about your Virginia consumer privacy rights, or to make a consumer privacy request, or appeal a previous privacy request, please email privacy@fnf.com or call (888) 714-2710. Information From Children The FNF Websites are not intended or designed to attract persons under the age of eighteen (18).We do not collect Personal Information from any person that we know to be under the age of thirteen (13) without permission from a parent or guardian. International Users FNF's headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that information outside of your country of residence. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy Notice. FNF Website Services for Mortgage Loans Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect customer information on behalf of mortgage loan servicers (the "Service Websites"). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender's privacy notice. The sections of this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and Correcting Information do not apply to the Service Websites. The mortgage loan servicer or lender's privacy notice governs use, disclosure, and access to your Personal Information. FNF does not share Personal Information collected through the Service Websites, except as required or authorized by contract with the mortgage loan servicer or lender, or as required by law or in the good -faith belief that such disclosure is necessary: to comply with a legal process or applicable law, to enforce this Privacy Notice, or to protect the rights, property, or safety of FNF or the public. Your Consent to this Privacy Notice; Notice Changes By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notice's effective date will show the last date changes were made. If you provide information to us following any change of the Privacy Notice, that signifies your assent to and acceptance of the changes to the Privacy Notice. Accessing and Correcting Information; Contact Us If you have questions or would like to correct your Personal Information, visit FNF's Privacy Inquiry Website or contact us by phone at (888) 714-2710, by email at privacy@fnf.com, or by mail to: Fidelity National Financial, Inc. 601 Riverside Avenue FNF Privacy Statement (Eff. July 1, 2024) Copyright © 2024. Fidelity National Financial, Inc. All Rights Reserved MISCO219 (DSI Rev. 07/02/2024) Page 3 Order No. 30119105-997-MAT-TS4 EXHIBIT 7 Jacksonville, Florida 32204 Attn: Chief Privacy Officer FNF Privacy Statement (Eff. July 1, 2024) Copyright © 2024. Fidelity National Financial, Inc. All Rights Reserved MISCO219 (DSI Rev. 07/02/2024) Page 4 Order No. 30119105-997-MAT-TS4 EXHIBIT 7 /_AliEXa:l►vil4Z1119107►10 CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY —1990 (11-09-18) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by 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 insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the public records at Date of Policy. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART II (Variable exceptions such as taxes, easements, CC&R's, etc., are inserted here) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE OWNER'S POLICY (02-04-22) EXCLUSIONS FROM COVERAGE The following matters are 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) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: Attachment One — CA (Rev. 11-04-22) Last Saved: 7/10/2024 3:38 PM by KM2 MISCO267 (DSI Rev. 3/16/23) Page 1 Order No.: 30119105-997-MAT-TS4 EXHIBIT 7 a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the 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 the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 9.b. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. EXCEPTIONS FROM COVERAGE Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: PART (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. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. Any encroachment, encumbrance, violation, variation, easement, 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 at Date of Policy. (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. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. PART II (Variable exceptions such as taxes, easements, CC&R's, etc., are inserted here) CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (07-01-2021) EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy and We 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) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, or regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23, or 27. 2. Any power to take the Land by condemnation. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 17. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by You; b. not Known to Us, not recorded in the Public Records at the Date of Policy, but Known to You and not disclosed in writing to Us by You prior to the date You became an Insured under this policy; C. resulting in no loss or damage to You; Attachment One — CA (Rev. 11-04-22) Last Saved: 7/10/2024 3:38 PM by KM2 MISCO267 (DSI Rev. 3/16/23) Page 2 Order No.: 30119105-997-MAT-TS4 EXHIBIT 7 d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 5, 8.f., 25, 26, 27, 28, or 32); or e. resulting in loss or damage that would not have been sustained if You paid consideration sufficient to qualify You as a bona fide purchaser of the Title at the Date of Policy. 4. Lack of a right: a. to any land outside the area specifically described and referred to in Item 3 of Schedule A; and b. in any street, road, avenue, alley, lane, right-of-way, body of water, or waterway that abut the Land. Exclusion 4 does not modify or limit the coverage provided under Covered Risk 11 or 21. 5. The failure of Your existing structures, or any portion of Your existing structures, to have been constructed before, on, or after the Date of Policy in accordance with applicable building codes. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 14 or 15. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transfer of the Title to You is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or C. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 30. 7. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 8. Negligence by a person or an entity exercising a right to extract or develop oil, gas, minerals, groundwater, or any other subsurface substance. 9. Any lien on Your Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 9 does not modify or limit the coverage provided under Covered Risk 8.a. or 27. 10. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: • For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Our Maximum Dollar Your Deductible Amount Limit of Liability Covered Risk 16: 1.00% of Policy Amount Shown in Schedule A or $2,500.00 $10,000.00 (whichever is less) Covered Risk 18: 1.00% of Policy Amount Shown in Schedule A or $5,000.00 $25,000.00 (whichever is less) Covered Risk 19: 1.00% of Policy Amount Shown in Schedule A or $5,000.00 $25,000.00 (whichever is less) Covered Risk 21: 1.00% of Policy Amount Shown in Schedule A or $2,500.00 $5,000.00 (whichever is less) CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building; b. zoning; C. land use; d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; 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 Attachment One — CA (Rev. 11-04-22) Last Saved: 7/10/2024 3:38 PM by KM2 MISCO267 (DSI Rev. 3/16/23) Page 3 Order No.: 30119105-997-MAT-TS4 EXHIBIT 7 Your Deductible Amount Limit of Liability Covered Risk 16: 1.00% of Policy Amount Shown in Schedule A or $2,500.00 $10,000.00 (whichever is less) Covered Risk 18: 1.00% of Policy Amount Shown in Schedule A or $5,000.00 $25,000.00 (whichever is less) Covered Risk 19: 1.00% of Policy Amount Shown in Schedule A or $5,000.00 $25,000.00 (whichever is less) Covered Risk 21: 1.00% of Policy Amount Shown in Schedule A or $2,500.00 $5,000.00 (whichever is less) ALTA OWNER'S POLICY (07-01-2021) EXCLUSIONS FROM COVERAGE The following matters are 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) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the 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 the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or C. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 9.b. 5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. 7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. EXCEPTIONS FROM COVERAGE Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: NOTE: The 2021 ALTA Owner's Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R's, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed as 1 through 7 below. 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, 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 at Date of Policy. 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, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B Attachment One — CA (Rev. 11-04-22) Last Saved: 7/10/2024 3:38 PM by KM2 MISCO267 (DSI Rev. 3/16/23) Page 4 Order No.: 30119105-997-MAT-TS4 EXHIBIT 7 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; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer 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. 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: NOTE: The 2006 ALTA Owner's Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R's, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed below as 1 through 7 below: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, 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 at Date of Policy. 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, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. Attachment One — CA (Rev. 11-04-22) Last Saved: 7/10/2024 3:38 PM by KM2 MISCO267 (DSI Rev. 3/16/23) Page 5 Order No.: 30119105-997-MAT-TS4 EXHIBIT 7 yj i Juts llM JlIS ML�d4FP FfY oMKE i N4r AS.�iM dEP r. 9NY2ifY dt Y. of a�S F�FS�F9�P�.rtiFsMgP,,�de+vMT1iFy�rF�IAP y$ dq -M.r mwiE cmal 4wizol zol? �2 �o 26 PIQ I I 50 1i�ACT Plf-JrnB r;� y a Imy��is��errr, 8L�.7�J iAACr s y a,sM. 501 a Oat ws IR rCr - v yC I 5 �N7a ILL w 70 L1�07 z 60 t ;3 JAAYL7fFr aod� g 27 . 'SANFA AU g.7rdH]i :Yf - ! L 5TRf67 A9Q. F62rT 51 S nyf ! ! ronr"aF W SAMBA ArAi fiO3 WWW� jar r Y w O Ln YaW OF SANFA AMA r.A. 1-9 1n17F - AS5I55@7'S BL nLE A ASS5MM's imol PE-5116 &.F. 7 row OF SAgFd A" Y.Y. i-qS PARM R5 8OPI -VA FACE W 7RACf NV. !WU Y.Y. SJj-M !r� 50 inc. 5MkW FN CIRCLE5 COYNTP W WAW 396-60 EXHIBIT 7 OWNER'S DECLARATION Escrow No.: 30119105-997-MAT-TS4 Property Address: Third Street and Main Street Santa Ana, CA 92701 The undersigned hereby declares as follows: (Fill in the applicable paragraph and strike the other) Declarant ("Owner") is the owner or lessee, as the case may be, of certain premises located at Third Street and Main Street, Santa Ana, CA 92701, further described as follows: See Preliminary Report/Commitment No. for full legal description (the "Land"). Declarant is the of ("Owner"), which is the owner or lessee, as the case may be, of certain Street and Main Street, Santa Ana, CA 92701, further described as Report/Commitment No. for full legal description (the "Land"). 2. (Fill in the applicable paragraph and strike the other) premises located at Third follows: See Preliminary 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. 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, regular assessments, special assessments, periodic assessments or any assessment from any source, 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. There are no violations of the covenants, conditions and restrictions as shown in the above -referenced Preliminary Report/Commitment. 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. 8. Between the most recent Effective Date of the above -referenced Preliminary Report/Commitment and the date of recording of the Insured Instrument(s), Owner has not taken or allowed, and will not take or allow, any action or inaction to encumber or otherwise affect title to 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: Owner's Declaration Printed: 6/27/2017 2:26 PM by KM2 MISCO220 (DSI Rev. 10/17/17) Page 2 Escn EXHIBIT 7 Owner's Declaration Printed: 6/27/2017 2:26 PM by KM2 MISCO220 (DSI Rev. 10/17/17) Page 3 Escn