Loading...
01-12-2016 CC Rpt A08 COUNCIL AGENDA STAFF REPORT CITY CLERK USE ONLY (Mr! Meeting Date: January 12, 2016 RECEIVED Public Hearing: ❑ JAN 0 5 2016 City Discussion Item: ❑ City of Chino Hills Chino Hills Consent Item: City Clerk's Department January 5, 2016 TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: CITY MANAGER SUBJECT: AUTHORIZE THE CITY MANAGER TO SOLICIT BIDS FOR THE SALE OF THE FOUNDERS SITE RECOMMENDATION: Authorize the City Manager to solicit bids for the sale of the Founders site. BACKGROUND/ANALYSIS: In October 2008, the City moved its offices from the former City Hall site at 2001 Grand Avenue (now Founders Drive) to the new Civic Center complex. At that time, the Community Services Department continued operations at the old facility. In April, 2014, the Community Center was completed and, later that year, the Community Services staff utilizing the Founders site relocated to various other locations within the City. Since that time, the site has been vacant. In September 2015, the remaining buildings and fixtures were auctioned. At this time, the two modular buildings remain but are scheduled to be moved. Pursuant to the State Government Code, the City was required to notify public entities of its intention to sell surplus property. That notification took place on September 15, 2015. None of the entities required to be notified indicated an interest in purchasing the site. The attached bid package has been drafted in order to solicit bids from qualified entities. The proposed timeframe would provide approximately 60 days for interested parties to submit their best offer for the unconditional purchase of the site. The package includes general information about the property, the City, and a draft Purchase Agreement. Ultimately the City council will be asked to approve an agreement with the recommended bidder. *4F 90/147 AGENDA DATE: JANUARY 12, 2016 PAGE TWO SUBJECT: AUTHORIZE THE CITY MANAGER TO SOLICIT BIDS FOR THE SALE OF THE FOUNDERS SITE REVIEW BY OTHERS: This item has been reviewed by the City Attorney. FISCAL IMPACT: There is no fiscal impact at this time. CEQA REVIEW: The proposed project is Categorically Exempt (Class 12) from the provisions of the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., "CEQA") and CEQA Guidelines (Title 14 California Code of Regulations 55 15000, et sea.) CEQA pursuant to CEQA Guidelines Section 15312. Respectfully submitted, Konradt Bartlam, City Manager KB:ssr Attachment: 1. Bid Package for Sale of Founders Site 91/147 ti •71- xaa �; zfs.# .�'' ,g ,;{. : asp" i:„.. .r t Com" 0) tooffkoill:tut, .;Y q ..rN *iiiiPtiliatlit c'44,- ` .- {1 $ Via+'f itS �. fir'- - T .a � t £� `as 1 _ i7>: Wit.t� _ ,fi -r CD 0 cocn i 6 t a .rix;die �Y" a E ,'' -'�;, i Alt--q41441-.1p, El M '' p ViltattAtifitler CNI Cf) c as r`` k i P(aai4,1 € �,,- - , ., 1.j r� C3 Imal tC r uP , 1 limi MOM 'z_se3I} dt 3 P a aS x r _ (� (� ' i I M s3 s� '`E�39a%��`#'^.y i ae ".,:j:',...s gq C3 Z [ 1 f,----1 :ire �P.'t) 3-?P rEt CT 2.., _ 4✓ § >.// C� �— Cr) V B �P�G° a1 ° '�� -k j EEt :' PI �F r�Y"'>- �,.5. gt N `ei 2 S�'',{» � e( EFS : yL :( f f _ _ eon isvami,szlitsd.s;Pr P 'd .3 §§;8q§ jld,y�ggg dd 6�sd}�;q'``✓f r ,, i§ . t x LU Nt /��—� >-- ® w. ... C--e i t 4 g,4— %. ,.A,. {jFf.J.z 3 ,.. ,, .,, ( .:{E�t { 3 0 < N /i'�[ LL. ��$ pt., }'"' KF yS 1 3E t 4 i E gX13.. -g 0 o C) g ig ? ; F,,,,,, f tF n S - w &.-.44 wkiwegoom LL seam0 y °� '�. t�ya Et t h.s Il r z € ,.. • i .. 0-.,•::-..%, Q x ` }{, r Ery -2r >J CD U. u •j ., f'H3?. ,I E{}'sYyjtl�d, # E 4 S • �`. #., . - . `,F , 9311aE8 8 - `Y d f�"P qi'fl{z3 E-.x{t Z t • r s , Y re �, =zx rPl I �� CA Z F tx?37.}`' z r Ems' y 0 { ▪ f t 4 i. t t z f .:..=°:- E r 1▪ ,--,..,..n ir4 #- ,, r x- :IT,. -, kLt ui '� v',..f.14�' z'�ct a E t r ..-.. .4' � + �{ g`�7= 5d p" 'g .4.t 9 tt'� e £ . u '. VAMEItior T;Ar €4-,t,n a rd i-hpf y ifi`s E r 'i ° F J 6E,= �,^'_,""• yt�, ,}1;r s�. tif `rs fi,10#, l F # ""r' 4{ E }{t 33°°z i '44 y,{�fi{cx z i a s§`.. `� 0 FL"TIT(.zr'i;f F Ei€,f $: x. i ,,,s:" "3� . � �w 134_ j�4SMI3 yP3'Z Ey[ - •,1 - A� ev PES iy ai`y;kitif,Si113SS{�!E f 1' E ',,,, .�v TABLE OF CONTENTS I. SUMMARY II. PROJECT BACKGROUND AND LOCATION III. CITY"S SALE AND DEVELOPMENT GOALS AND OBJECTIVES IV. ENTITLEMENTS V. AFFORDABLE HOUSING VI. SITE CONDITION VII. DUE DILIGENCE VIII. SUBMISSION REQUIREMENTS 1X. EVALUATION CRITERIA X. FORMAT FOR SUBMITTAL Xl. SELECTION PROCESS XII. SELECTION SCHEDULE XIII. DISCLAIMERS LIST OF ATTACHMENTS EXHIBIT I: REGIONAL VICINITY MAP EXHIBIT 2: PROJECT VICINITY MAP EXHIBIT 3: PROJECT AERIAL MAP EXHIBIT 4: ASSESSOR'S PARCEL MAP Right To Enter License Purchase Agreement Preliminary Title Report 93/147 SUMMARY The City of Chino Hills is soliciting bids from interested buyers for an 11.67-acre site made up of a 9,05- acre buildable property and a 2.62-acre lettered lot. The property is generally referred to as The Founders Site and was the former location of the original Chino Hills Civic Center. The property has a General Plan designation of Medium Density Residential and a Zoning Map designation of RM-1 which would allow a maximum of 76 residential units. As set forth in the draft Purchase Agreement, the sale of the property will be a cash transaction and the City will not finance any portion of the sale. DEADLINE FOR BID SUBMISSION IS THURSDAY, MARCH 31, 2016, AT 5:00 P.M. The Founders site is located at 2100 Founders Drive which is the southeast corner of Founders Drive and Grand Avenue. The 9.05 buildable lot is irregular in configuration, but effectively level. The site has been cleared of all previous structures. The site gains access off of Founders Drive. The lettered 2.62-acre lot consists of landscaped slopes. All public utilities are available to the site and consist of the following: Founders Drive: 66 foot Right-of-Way. Curb, gutter and sidewalk on street frontage. Water: 16-inch main in Founders Drive with an 8-inch lateral at the drive entry to the site. Sewer: 8-inch main in Grand Avenue with two 6-inch laterals approximately 315 feet northeast of the Grand/Founders intersection. Storm Drain: 66-inch main in Grand Avenue with an 18-inch lateral northeast portion of site. Electric: Southern California Edison available at site. Gas: Southern California Gas Company available at site. Telephone/Cable: available at site. The site is served by the Chino Valley Unified School District. Specifically, students would attend the following schools: Country Springs Elementary School K-6 Canyon Hills Junior High School 7-8 Ayala High School 9-12 The property is being sold in its"as-is" condition without any warranties, including without limitation the ability of the owner to rely on or obtain the land use entitlements for the property or the suitability of the property in any respect, (including without limitation the size and condition of the public utilities, soils conditions, hazardous materials and topography of the site) for any particular use. The buyer is accepting all risks of property ownership and development with respect to the sale. II. PROJECT BACKGROUND AND LOCATION The Founders site is located in the City of Chino Hills, California. Chino Hills is located in southwestern San Bernardino County and is adjacent to the boundaries of Los Angeles, Orange, and Riverside Counties. The nearby cities of Diamond Bar and Pomona (in Los Angeles County) are to the west and 94/147 north, the City of Chino is to the east, and the Chino Hills State Park is to the south. The City is located west of the Chino Valley (71) Freeway (see Exhibit 1). As one of several cities in the western portion of the San Bernardino and Riverside Counties, Chino Hills is part of the rapidly-growing Inland Empire. As shown by the demographic characteristics illustrated below, Chino Hills is considered an affluent bedroom community. Key Demographic Characteristics Population: 77,596 [1] Number of Households: 23,342 [1] Median Age: 37.5 years [2] Owner Occupied Housing: 81.6% [3] Median Household Income: $88,696 [2] Per Capita Income: $26,734 [1] [2] Median Single Family Housing Price: $700,000 [4] New Housing Price: $850,000 [5] Median Condominium Sales Price: $390,000 [4] New Townhome Condominium: $660,000 [6] Rental Rates Apartments: $1,771 [2] New Apartment Rental Rates: $2,018 [7] Notes: [1] State of California Department of Finance January 2015 [2] 2015 CBRE, Inc. [3]2010 Census [4]Trumark Homes Mixed-Use Development Market/Economic Analysis for the City of Chino Hills, November 12, 2015, GRC Associates. [5]Vila Borba website [6] Crystal View website [7] Capriana website Incorporated in 1991, Chino Hills is a master-planned community that has been designed to retain open space and provide pleasant residential neighborhoods, while avoiding the creation of continuous sprawl. Over 87% of the housing in Chino Hills consists of single-family detached homes. Moreover, the City boasts 3,200 acres of dedicated public open space not including the Chino Hills State Park. Additionally, the City has 42 developed parks, one under construction and one in design slated for construction. The community is routinely ranked as one of the safest cities in the U.S. and one of the 100 BEST Communities to Live. Due to its central location amid growing suburban development in Chino Hills itself and in surrounding cities, the City has attracted major retailers such as Costco, Lowe's, Trader Joe's and The Shoppes at Chino Hills which is a 359,000-square foot lifestyle retail center that includes 47,000 square feet of restaurant space, 53,400 square feet of office space, and 258,600 square feet of upscale retail space. CITY'S SALE AND DEVELOPMENT GOALS FOR THE FOUNDERS SITE • City to obtain maximum land price through the proposed sale consistent with superior design standards. 95/147 • Configuration of buildings, streets, open space and landscaping that meets the community's expectations. • Building forms, massing, detailing and finishing that are of high quality consistent with the existing neighborhood. IV. ENTITLEMENTS The Founders Site has a current General Plan designation of Medium Density Residential and a Zoning designation of Medium Density Residential (RM-1), with a maximum development potential of 76 units. Environmental clearance for this use and density was completed as part of the Final Program Environmental Impact Report(FEIR)for the General Plan Update (SCH No. 2013051082), certified by the City of Chino Hills City Council on February 24, 2015. Additional environmental clearances may be necessary based upon land use entitlements needed for development of the property. Environmental clearance for the development of the Founders Site may tier on the General Plan Update FEIR pursuant to Section 15152 of the CEQA Guidelines. In addition, site specific technical studies and an Initial Study will be required to determine what additional CEQA review will be required for any proposed future development of the site. The required technical studies will include: air quality, greenhouse gas, biological resources, cultural and paleontological resources, noise study and traffic study. The primary permitted uses for the RM-1 zoned Founders' site include: multifamily housing; duplex housing. Other permitted uses include residential care facilities for the elderly, supportive and transitional housing. V. AFFORDABLE HOUSING As surplus property defined by the State of California, any re-use of the property containing more than ten residential units must comply with provisions of AB 2135 as follows: The entity or a successor-in-interest shall provide not less than 15 percent of the total number of units developed on the parcels at affordable housing cost, as defined in Section 50052.5 of the Health and Safety Code, or affordable rent, as defined in Section 50053 of the Health and Safety Code, to lower income households, as defined in Section 50079.5 of the Health and Safety Code. Rental units shall remain affordable to, and occupied by, lower income households for a period of at least 55 years. VI. SITE CONDITION Existing available utilities included are as outlined in the Summary. Electrical service is provided to the area by Southern California Edison (SCE), and natural gas is provided by Southern California Gas Company. Telephone, Internet, and cable service will be accessible to the site. Bidders must satisfy themselves as to the provisions of such services by the various providers. While the above utilities are available for connection near the property line of the property, the cost of on- site improvements to connect the utilities to the structures and uses on the property will be the responsibility of the buyer. Additionally, the buyer will be responsible for paying all development fees 96/147 associated with the development of the property, including without limitation, the water and sewer capital connection fees. VII. DUE DILIGENCE In order to eliminate contingencies in offers made by bidders, the City has established a due diligence process to enable all prospective bidders to conduct their due diligence during the offering period and prior to submitting their bids. This process is outlined in the following paragraphs. Notwithstanding the due diligence procedures established by the City, all potential bidders are responsible for investigating and reviewing such matters and materials as it and/or its advisors deem necessary to make an independent, informed judgment regarding a potential purchase of the site. Purchase and Sale Agreement and Preliminary Title Report Review Period Bidders will have until Wednesday, January 27, 2016 to raise any questions or objections to any language or terms contained in the Purchase and Sale Agreement that is part of this RFB or concerns regarding information contained in the preliminary title report. All questions or objections should be submitted in writing before the deadline to: Mr. Konradt Bartlam City Manager City of Chino Hills, CA 14000 City Center Drive Chino Hills, CA 91709 After Wednesday, January 27, 2016, the City will review any questions and/or objections raised to the language or terms in the Purchase and Sale Agreement and address them in writing to each prospective bidder by Monday, February 10, 2016. Objections, questions or suggested changes to the Agreement raised after Wednesday, January 27, 2016 will not be considered and the terms of the Purchase and Sale Agreement shall not be negotiable after the City issues revisions, if any, by February 10, 2016. Pre-Bid Entitlement Review On Wednesday, January 27, 2016, at 3:00 p.m., the City will conduct a Pre-bid Entitlement Review to allow prospective bidders to ask questions of City staff regarding the development of the property including environmental review, infrastructure and other matters relating to the entitlements for the site. The Pre-bid Entitlement Review will be held at: City Council Chambers Chino Hills City Hall 14000 City Center Drive Chino Hills, California 91709 Right To Enter License Prior to being provided access to conduct due diligence on the site, all potential bidders will be required to enter into a Right To Enter License provided. Once the City and the potential bidder have executed the License, the potential bidder may arrange access to the site in accordance with the document. 97/147 inquiries and Property inspections All inquiries and requests for property inspections should be directed to Mr. Konradt Bartlam, City Manager via telephone at(909) 364-2610 or via e-mail at kbartlamt chinohills.ora VIII. SUBMISSION REQUIREMENTS Interested persons or entities are required to provide the following as part of the bid package: 1. Description of the Person or Entity, including the full legal name and for entities, the type of legal entity (e,g. corporation, LLC, partnership, etc.)the state of incorporation and a statement whether the entity is qualified to do business in California. 2. Contact information (name, address, telephone number and e-mail address)for the person or entity. If a joint venture is contemplated, contact information should be provided for each partner along with a description of the legal entity. 3. Evidence of financing capability, including the following: a. Audited or reviewed financial statements for the person or bidding entity that will guaranty purchase of development for the most recently completed fiscal year prepared by an independent accounting firm in accordance with generally accepted accounting principles; b. A full, detailed description of the proposed or likely financing structure for the acquisition; and c. In the event that independently prepared financial statements are not available, unaudited statements may be provided together with financial references sufficient to allow confirmation of the financial condition of the bidder. Financial statements submitted will be kept confidential. 4. A Deposit, in the amount of$25,000, in the form of a cashier's check issued to the City of Chino Hills as payee. Cashier's checks submitted by the non-selected bidders will be returned. The cashier's check submitted by the selected bidder will be held as a non-refundable deposit. 5. Two Sealed All Cash Bids: 1) as if the property were to develop without the affordable housing component, and 2) a bid including the minimum 15 percent requirement outlined in Section V. IX. EVALUATION CRITERIA The following criteria will be used to evaluate each bid. Financial Offer The amount of the proposed purchase price. Financial Capability Demonstrated ability to acquire the property including current relationships with major lenders and various financial institutions and past funding experience. X. FORMAT FOR SUBMITTAL Proposing bidders are to provide concise and specific responses addressing each item 98/147 identified in Section VIII of this RFB. All bids should be written in text of 11 point font or larger and printed on "81/2 x 11" paper. Facsimile or e-mail bids will not be accepted. Please submit three (3) bound copies and one (1) unbound original of the bid by the bid deadline to: Ms. Cheryl Balz City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Attn: Founders Site Bid Confidential financial statements should be clearly marked confidential and submitted under separate cover to Mr. Bartlam at the address below: Mr. Konradt Bartlam City Manager City of Chino Hills, CA 14000 City Center Drive Chino Hills, CA Bids received after 5:00 p.m. on the due date will not be opened or considered. Xl. SELECTION PROCESS Responses to the RFB will be reviewed by City staff to determine the highest responsible bids. The selected bidder will be required to submit a cashiers check equal to the amount that represents twenty percent(20%) of the bidder's bid amount. As set forth in the purchase agreement, this amount will be held as a non-refundable Purchase Deposit towards the Purchase Price. The awarding of the final Purchase and Sale Agreement will be subject to the approval of the City Council and is not binding until such approval occurs. If the City Council does not approve of the Purchase and Sale Agreement then all deposits shall be refunded. XII. SELECTION SCHEDULE January 27, 2016: Review deadline of Purchase Agreement January 27, 2016: Pre-Bid entitlement review February 10, 2016: Final Purchase Agreement issued March 31, 2016: Bid deadline XIII. DISCLAIMERS Any information provided in the RFB and any additional information, whether written or oral, provided by the City of Chino Hills and/or its representatives is based upon available information and is believed to be accurate. However, no representation or warranty is made with respect thereto. The information in the RFB is intended to help prospective persons and entities create viable bids. However, it is the sole and absolute responsibility of those responding to this RFB to complete their own due diligence. 99/147 Persons and entities submitting bids will assume all financial costs and risks of submission. No reimbursement or remuneration will be made by the City to cover the costs of any bid, whether or not such bid is selected. No broker or finder is entitled to any commission or finder's fee in connection with any future transaction. The City reserves the right to: • Request additional information, seek clarification or interview proposers; • Amend, modify or withdraw the RFB; Reject any or all of the submitted bids for any reason or no reason; Issue subsequent RFQs or RFBs for the same site; • Proceed with a modified bid. and Waive minor deficiencies, informalities or irregularities. 100/147 ATTACHMENTS Exhibit I: Regional Vicinity Map Exhibit 2: Project Vicinity Map Exhibit 3: Project Aerial Map Exhibit 4: Assessor's Parcel Map Right To Enter License Purchase Agreement Preliminary Title Report 101/147 Exhibit City hin ills Regional Vicinity Map Irwindale r__,, t7 ,,, A ...r ���� Rancho Cucamonga ;. Azusa 33 La Verne l Giaremoft - Upland I— _.. ; l.',.. i_ 9 r� San LimasI ! r �l s` Ccv y _... h ` '-.. N ontciair t , �_f io' �—— / West Covina t a Pomona ...i 1 n1 �i--_..w J w '.. n -. 71 f" \, / ' ?� :_. `� ! rEi y Fontana 7r .., .. J t Walnut -. Ohtarfa a - ,.. L. i'l Los�Angeies County • €, ���� ,,,, .. San Be nardino County Industry Wit. `' Diamond Bar Founder's Site Chino -- L La Habra Heights d City of 1 Chino Hills La Habra d Brea i"z— r"._r W Norco f Riverside PL, j r ',Orange County _1 Riverside Count'- Fullerton ) y�l y Yorhatinda r1i 5, y.a v." Placentia €y �1 ' f ' ' ��V ji `'^ _.... 9 i' '- := �} L Corona C ..;..,..., 1,1 '°` Anaheim �I'., E ,',,.,.., 7��' ..55JJ '� 1` I._�?._ -- 5., a l I t ,. NI_Y �..r F....- g i Oran e o ,e, I Garden Grove' , r i � Legend Highways rA L "1 City of Chino Hills EDCounty's Boundary 0 2.5 5 10 Miles Neighboring Cities 102/147 Exhibit 2 City ofChino Hills Project Vicinity M40 . 1r:i... I I-1 t ap ---� LA ..ayAapy A4ya �� \ T py _ -t: il F \. 41*.....-----)41-11%‘ 4 I I ,.00 , In Ti I �aa�AAa�aA�aaa�aaeaa�atl ann 4 � ti r di \ 411* a4' 'F I _ Ai.44 41111 -----------: a kct i1€MM1► ii. Awl 9 Founder's Site ilgi4gr -V-lira,4*, ioardiln-irroll�.- I ®ej..ala -- - CHINO HILLS PKWY* _ GPyYPSUS Ay �J i "-i L Ili il SIA �\ iik ei - VIII/ ' 1 r _....,.. t lig -la _ Vil 11]..! .1. . ( 40/4 / Lop....: i .-- \. n EL., E illeAl li gyp » 1 IIIP '' i ifir "IP � ,. -.O %, 4) ,-,- u�� A itlif "j J iipt c.,(.., , - ---- k SOOt7f L Cy4,YONEKw-1 a® Legend 41, a�a eaa�a^City LimitsCoQ Major Streets 60&71 Freeway o, 'No 0 2� Founders Site Miles 103/147 Exhibit 3 pity ®f hin Hills Project Arial Map - �'-� -i"' a ; `� 'r a�''i+. S lirPy' h;eF.� .','h �"t .y" `'y.o� - � I trek vi z , ", ,y t'i'c i "�\'��` \ ;+ r.jf, r y .. .n�� � k`:'.4c.,%!' O �� � i� �� ��0� 'r�., (�y`1: �� '� y�gw,'f�'! �.� ��P"� `1 �1 � , L° �f • rs ""?..+�v� w'' as 1. i'"').2,: .,':',...;- ;� y s �±� �, K�i t f i 7��''' ',�l � �0.� ,��r�41�s�.6 ' - ' ��- �"'z *x ty;.�rt°;�tti ....0114.:,..5.,.:-.',.:!4;:44,0.,.....2� "', fit. ��°: '-,-...7. 1H-:::.::::-.:,.;.„;,:.tl 7 1 t k,✓ - � .-� l ;' C t ✓�r 'C.'' "Rp i ' ) S , : aH -.. - '' ...,.. wd 44:',11)•:' ''..':'''''''3§.;"::$t"'::; •••':.:':::,.. p .. s��� r w 'k -# ""--. ;:.:174"::- �,N,"Ly C u r,.'...?'34't..,".A «r�.$.,4°-.''-',':., ',j, b OQ ,'• ;:/,. y' s ,� • °' , x �✓ ,,`fib -`4''''''''...'' y �p E >,. � .,', d^ �`G p,, \4 r+ :.„ �s T . .,.,,, a • < x�k `cX,Yv„! Y Sr'.' 'k 1 k' 4. `'hs. m.✓.Z v M r� ��.aK. 'xyi r 't r• t �� .: . i », ^,,) ,L-'` _ - ,gar 1 '.'.R � ^4 : � �� `:i- ''"., �a..,, a } �r f ..i �4 .� § � � 7 +F. .fi 41.ilt",..:), -...7 .,ktf:-,,,,. ps i �4 t X n .igcm�'w.�' a+ � s' 'd4 ti '�"G�«^"`"'.-�°"� F ° SFt ` ' y� ,�'i �a'^ a x�` I x N _.,cam �� a y', ' �. ''` " 'U ;% rte S .� �,�r '. ,. , . ai', $r � � Ga01:, •tt 4 - der's Site Itw1 .} Hca.�� :✓+r ,,� a h' �sp`� ,w,' .cl x , xvR v v3'f, tt rir"� .., ➢ lir 1 �.N.a A - ��,t ate' . y R R ?"3 p � -. k g,y'!y` �" : .,I{'-. r � ya `� r y��y-c-k� �, '> c ' ,,,, "w'yg�.� y -{: yy 3 74'LR.0 `e Li " _".. ... G F 'rl,+� , �% y -''-.' .'Via' ��'1 '' 4` rIvr �i t i`14,,a Wit,-' ...,-^'^ :31-;y,S ",°I d S"^�eSK:^'" La°.:1 , i s '' e. .: ,^4, ate- �� �4> � �"? �, -as , , �` 4 I' paF/Q r, n `' oriVigie Y y-- ✓ r s ,,..4 '. 41 ,xj^ 4.'"�,r ,4"0,'. i�r F ,-- v of y .,ba ,L,:-:::,.„..„,,,-.: -..]4;,„.....:..-,,,. ?.,r' �, �� h �r+d y:;aS l�E z f sa" 1� � � ,s�,�z �', '� "3�_ aL��� ,.} i .•;�,+x�y,�, ��'�' air *#rre�^�,,;��,y a' '�* ^;, cy '✓ -''.. -.,,,� �4 i:.'#. s .. -.adk t;-',,-x „ C 9 �. s } a t) 5 .r ri fU` 4.�ry, s z ,. w�''+�.=4:: �"' � �c '' y'''Y Sia '- E�;a� P r 1 �' N. ':�r 4se��i h`� x+F �'�'tti 'n >.�y4 �'” •;:4-7:' � "� `�'x'.a,�.a�x��d"a'�;y„y ,.� i ;r �� - 4 .. i ? t . :,: - f, ,.F, s!-,o-� .;« • !ck.�t''„ tib LL 1 in„��h.�'a n�� �r a h v .M a fiS� w'`�'R -:': I 1;'!.-.1,7'd' �"4+j�,V�� �� �? .8e �1 F' �:; �A ',.A,..'‘,..1.: 4� ' : s�. 4� 4; �4.,`X..tk� ;,.. ..''>z ` .-;ie i- Q "try cCi41 Vt y �F - �,.n'' r i g''" r. L-, c 7 ,*6 `'r ('" `a '. ..5•_-#1,, . '4c2'F�..f G 7y' r-''I''''''`'''''''',,,-,1: :'' ay h,�ji ' `r,f'' T i �''rr!5'n .i' `.1 a tr >. ✓,�,;',V', r , { i�• �� ; • ��3.�.,,F, �'�`a y SL , � ct G J r �. Ly+,= �,J�" y �., w'L7144:4° g : �e%w.•..r_,. �'"Rc' - :� _G , . � �I '".'. ,�'.k 34 4a, �_'�'..ew; ;r� z �:� Legend o 125 250 500 Feet Cii Founder's Site i Inch=250 feet rJ 104/147 Exhibit 4 City of Chino Hills Assessor's Parcel Map 0 \ / \ / \ // / ‘()/ //<\-\\ / ,,- / / \ // 0 // / 7 --- ', \ i/ „.- ' ,,7 ,,„-.'"" A,s8e tsh, ...- ----- - .,-- 1024-431-02 / x/ / / I Founders Site I . / N : \ / 4,.. 1 ,/ \ \--- ,.. / / N, \\ ,„, -,...- --.., / ; , ,--• / . , / / FOUNDERS DR ( / N / . , / / ''',, / , , , ;.., / / / i i ix / / . . /-...! / / / 0 , „ / / I / / / ---, / / / i / / 1 / I I -1' '--, ./ I .1 / ''' / ,, I 1 / // i 1 I ''-' /// . , / / I --, / I ...,'" -------/ Legend o m 150 300 sagemmaawe- ladmiagiumasaanwoimkikkoreet GI Founders Site 1 inch 0 160 feet 11 105/147 RIGHT TO ENTER LICENSE This Right to Enter License("License")is entered into this_day of , 2016 between: the City of Chino Hills, a California municipal corporation ("Grantor"), the owner of that certain real property located in Chino Hills, California, located at 2001 Grand Avenue, Chino Hills, California, as further described in Exhibit "A," attached hereto and made a part hereof by this reference (the "Property"); and , a , (collectively, "Grantee") subject to the terms and conditions set forth in this License. 1. During the hours of 8:00 a.m. to 6:00 p.m. Monday through Friday and upon forty-eight(48)hour notice to Grantor (including details of the nature and duration of the work to be performed), Grantee and its officers, employees and agents shall be permitted to enter onto the Property through , 2016, to perform normal and customary due diligence associated with purchasing real property, including without limitation conducting environmental investigations related to hazardous materials being located on the Property, geological testing, surveying, etc. Grantee acknowledge that the license to enter onto the property and conduct certain activities granted by this License is non-exclusive and the Grantor will be granting similar licenses to other individuals for the same purposes set forth herein. Grantee will use due care and cooperate with other grantees that are granted licenses to the Property so as to cause no or minimal interference with each other's activities. Grantee also acknowledges that the Grantor may need to access the property and conduct activities thereon as the owner of the Property. All such notices to enter onto the property shall be given to at (909) or in the event of his/her absence, at (909) 2. In Grantee's exercise of rights of entry and obligations under this License, Grantee shall take all reasonable measures to make the same in such a manner as will cause the least injury to the surface of the ground and improvements thereon, and shall replace the earth so removed by it and restore the surface of the ground and any improvements thereon to as near the same condition as they were immediately prior to the commencement of Grantee's activities pursuant to this License as is practicable, including any and all work necessary to cap any and all boring holes in accordance with all laws and regulations relating thereto, and as Grantor may dictate. 3. The Grantee agrees to indemnify, defend(with counsel reasonably approved by Grantor)and hold harmless the Grantor and its officers, employees, agents and volunteers (collectively, the "Indemnitees") from any and all claims, actions, losses, damages, and/or liability arising out of this License from any cause whatsoever, including any claims alleging pollution or contamination resulting from the activities of the Grantee or its consultants with respect to exercising this License, and including the negligent acts, errors or omissions of any person and for any costs or expenses incurred by the Grantor on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of Indemnitees. The Grantee's indemnification obligation does not apply to the Indemnitee's"sole negligence" or"willful misconduct"within the meaning of Civil Code Section 2782. The Indemnitees shall have no Iiability or obligation whatsoever with respect to any damage to or loss of any equipment or personal property of the Grantee. 4. Grantee agrees to provide insurance set forth in accordance with the requirements herein. If Grantee uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, Grantee agrees to amend, supplement, or endorse the existing coverage to do so. 106/147 - 1 Without in any way affecting the indemnity herein provided and in addition thereto,Grantee shall secure and maintain throughout the License term the following types of insurance with limits as shown: Workers' Compensation/Employer's Liability - A program of Workers' Compensation insurance or a state-approved Self-Insurance Program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers' Liability with $250,000 limits, covering all persons including volunteers employed by Grantee providing services on behalf of Grantee and all risks to such persons under this License. If Grantee has no employees, it may certify or warrant to Grantor that it does not currently have any employees or individuals who are defined as "employees" under the Labor Code and the requirement for Workers' Compensation coverage will be waived by the Grantor's Risk Manager. Commercial/General Liability Insurance — Grantee shall carry General Liability Insurance covering all operations performed by or on behalf of Grantee providing coverage for both bodily injury and property damage with a combined single limit of not less than two million dollars ($2,000,000), per occurrence. Automobile Liability Insurance -If not covered by the Commercial/General Liability Insurance, Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired, and non-owned automobiles or symbol 1 (any auto). The policy shall have a combined single limit of not less than two million dollars ($2,000,000) for bodily injury and property damage,per occurrence. If Grantee is transporting one or more non-employee passengers in performance of the Work under this License, the automobile liability policy shall have a combined single limit of two million dollars ($2,000,000)for bodily injury and property damage per occurrence. If Grantee owns no autos, a non-owned auto endorsement to the General Liability policy described above is acceptable. Umbrella Liability Insurance -- An umbrella (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage, personal injury/advertising injury and shall include a"dropdown" provision providing primary coverage for any liability not covered by the primary policy. The coverage shall also apply to automobile liability. Additional Insured — All policies, except for the Workers' Compensation, Errors and Omissions and Professional Liability policies shall contain endorsements naming the City of Chino Hills and its officers, employees, agents and volunteers as additional insureds with respect to liabilities arising out of the performance of this Licenser. The additional insured endorsements shall not limit the scope of coverage for Grantor to vicarious liability but shall allow coverage for Grantor to the full extent provided by the policy. Such additional insured coverage shall be at least as broad as Additional Insured(Form B)endorsement form ISO, CG 2010.11 85. Waiver of Subrogation Rights— Grantee shall require the carriers of required coverages to waive all rights of subrogation against Grantor, its officers, employees, agents, volunteers, contractors and subcontractors. All general or auto liability insurance coverage provided shall not prohibit Grantee and its employees or agents from waiving the right of subrogation prior to a loss or claim. Grantee hereby waives all rights of subrogation against Grantor. Policies Primary and Non-Contributory - All policies required herein are to be primary and non- contributory with any insurance or self-insurance programs carried or administered by Grantor. 2 107/147 Severability of Interests — Grantee agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and there will be no cross liability exclusions that preclude coverage for suits between Grantee and Grantor and any other insured or additional insured under the policy. Acceptability of Insurance Carrier—Unless otherwise approved by Risk Management, insurance shall be written by insurers authorized to do business in the State of California and with a minimum "Best"Insurance Guide rating of"A-VII". Deductibles and Self-Insured Retention — Any and all deductibles or self-insured retentions in excess of$10,000 shall be declared to and approved by Grantor. Failure to Procure Coverage — In the event that any policy of insurance required under this contract does not comply with the requirements, is not procured, or is canceled and not replaced, Grantor has the right but not the obligation or duty to cancel the License or obtain insurance if it deems necessary and any premiums paid by Grantor will be promptly reimbursed by Grantee. Proof of Coverage — Grantee shall furnish certificates of insurance to the Grantor evidencing the insurance coverage, including endorsements, as required, PRIOR TO ENTRY ONTO THE PROPERTY hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty(30)days written notice to Grantor,and Grantee shall maintain such insurance from the time it commences performance of services hereunder until the completion of such services. Grantee shall furnish the, above-required certificates of insurance and endorsements to the Real Estate Services Department. Grantee will provide complete certified copies of the policies immediately upon request. All of the indemnity and insurance provisions set forth in Sections 4 and 5 of this License are hereby deemed to be material provisions of this License. However, any failure, actual or alleged, on the part of Grantor to monitor or enforce compliance with any of the insurance and indemnification requirements will not be deemed as a waiver of any rights on part of Grantor. 5. Grantor hereby warrants that it is the owner of the Property and that it has the right to grant the Grantee permission to enter upon and use the Property. 6. The Grantee shall be in default of this License if the Grantee fails or refuses to perform any material provisions of this License. Grantor, at any time after Grantee is in default, can terminate this License immediately upon written notice to Grantee. 7. This License is the result of negotiations between the parties hereto. This License is intended by the parties as a final expression of their understanding with respect to the matters herein and is a complete and exclusive statement of the terms and conditions thereof. This License shall be interpreted as being drafted by both parties hereto and shall no provision hereof shall be interpreted against a party hereto based on the theory that a party hereto was responsible for drafting such provision. 8. This License shall not be changed, modified, or amended except upon the written consent of the parties hereto. 9. The Grantee, and its assigns and successors in interest, shall be bound by all the terms and conditions contained in this License,and shall be jointly and severally Iiable hereunder. 10. Each individual executing this License represents and warrants that he or she is duly authorized to execute this License on behalf of their respective entity and that such execution will bind that entity to the terms of this License. 108/147 - 3 - 11. The jurisdiction for any legal or equitable dispute arising from this License shall be the County of San Bernardino Superior Court. CITY OF CHINO HILLS("Grantor") ("Grantee")COMPANY By: By: Name: Konrad Bartlam Name: Title: City Manager Title: Dated: Dated: 109/147 - 4 - Exhibit A—Legal Description 110/147 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is made as of , 2016 ("Effective Date"), by and between ("Buyer"), and City of Chino Hills, a California municipal corporation ("City"). Buyer and City are individually referred to herein as the"Party" and collectively referred to herein as the "Parties." Section 1. Definitions. Section 1.1 Buyer. The term "Buyer" means , a Section 1.2 City. The term "City" means the City of Chino Hills, a California municipal corporation. Section 1.3 City Council. The term "City Council" means the City of Chino Hills' City Council. Section 1.4 Close of Escrow. The term "Close of Escrow" means the close of escrow for the Property. Section 1.5 Closing Date. The term "Closing Date" means the term defined in Paragraph 3.3.A. of this Agreement. Section 1.6 County. The term "County"means the County of San Bernardino. Section 1.7 Effective Date. The term "Effective Date" means the term defined in the paragraph preceding Section 1 of this Agreement. Section 1.8 Escrow. The term "Escrow" means the escrow opened by Escrow Agent pursuant to the terms of this Agreement. Section 1.9 Escrow Agent. The term "Escrow Agent" means First American Title Company National Commercial Services, 3281 E. Guasti Road, Suite 440, Ontario, California, 91761, Attn: Matthew Hooks. Section 1.10 Hazardous Materials. The term "Hazardous Materials" means any substance, material or waste which is or becomes subject to regulation by any local or regional governmental authority, the State of California, or the United States Government under any federal, state or local statute, regulation, or ordinance, whether located in soil, water, ambient air, indoor air, or other places, as a pollutant, contaminant, hazard, solid waste, mixed waste, sludge, hazardous waste, extremely hazardous waste, restricted hazardous waste, non-RCRA hazardous waste, RCRA hazardous waste, recyclable material, hazardous substance, hazardous material, or other classification, including, without limitation, asbestos or asbestos-containing materials, metals, solvents, volatile organic compounds, semi-volatile organic compounds, petroleum products, petroleum, gasoline, used oil, crude oil, waste oil, and any fraction thereof, natural gas, methane gas, synthetic fuels, pesticides, herbicides, fungicides, polychlorinated biphenyls; lead- 1 111/147 based paints or materials, medical waste, urea, manure, nitrates, total dissolved solids, or total suspended solids. Section 1.11 New Title Exceptions. The term "New Title Exceptions" means that term defined in Section 3.9 of this Agreement. Section 1.12 Opening of Escrow. The term "Opening of Escrow" means that term defined in Section 3 of this Agreement. Section 1.13 Other Taxes. The term "Other Taxes" means any taxes, assessments or bonds, including, without limitation, supplemental taxes. Section 1.14 Preliminary Report. The term "Preliminary Report" means that Preliminary Title Report No. NCS-765456-ONT1, issued by Title Company on December 11, 2015. Section 1.15 Property. The term "Property" means that certain real property described on Exhibit A hereto. Section 1.16 Property Grant Deed. The term "Property Grant Deed" means that term defined in Section 3.3.13.1.a of this Agreement. Section 1.17 Property Permitted Exceptions. The term "Property Permitted Exceptions" means that term defined in Section 3.9 of this Agreement. Section 1.18 Property Title Policy. The term "Property Title Policy" means that term defined in Section 3.4.B of this Agreement. Section 1.19 Purchase Deposit. The term "Purchase Deposit" means that term defined in Section 3.1 of this Agreement. Section 1.20 Purchase Price. The term "Purchase Price" means that term defined in Section 3.1 of this Agreement. Section 1.21 Supplemental Report. The term "Supplemental Report" means the term defined in Section 3.9 of this Agreement. Section 1.22 Title Company. The term "Title Company" means First American Title Company National Commercial Services, 3281 E. Guasti Road, Suite 440, Ontario, California, 91761, Attn: Matthew Hooks. Section 2. Sale of Property. For valuable consideration, City agrees to convey and Buyer agrees to acquire from City the Property on the terms and conditions set forth herein. In addition to all other requirements set forth herein, upon execution of this Agreement Buyer shall provide 2 112/147 City with a cashiers check in an amount equal to twenty percent (20%) of the Purchase Price ("Purchase Deposit"). The Purchase Deposit shall be non-refundable to Buyer, except as set forth in Section 8 herein. Section 3. Escrow. No later than two (2) business days after the Effective Date, City and Buyer shall open the Escrow with Escrow Agent and shall deliver three (3) executed originals of this Agreement to the Escrow Agent. The deposit of this Agreement with Escrow Agent shall constitute the opening of the Escrow (the "Opening of Escrow") and authorization to Escrow Agent to act in accordance with the terms of this Agreement. Escrow Agent's standard provisions are attached hereto as Exhibit B and shall become a part hereof; provided, however that if there is any conflict or inconsistency between such standard provisions and this Agreement, then this Agreement shall control. Upon receipt of this Agreement, Escrow Agent shall execute the Consent of Escrow Agent attached to this Agreement, retain one (1) original, deliver one (1) original to City and one (1) original to Buyer. Section 3.1 Purchase Price. The Parties agree that the purchase price of the Property, is ($ ) ("Purchase Price"). Concurrently with the execution of this Agreement Buyer delivered to the City a Purchase Deposit which shall be applied against the Purchase Price upon the Close of Escrow. Section 3.2 Payment of the Purchase Price. The Purchase Price shall be paid in accordance with the provisions set forth below prior to the Closing Date, as provided for in Section 3.3.B.2. Section 3.3 Close of Escrow and Deliveries. Closing Date. The Close of Escrow shall occur on or before the thirtieth (30`x') day following the Effective Date ("Closing Date"), unless both Parties in their respective sole discretion by written agreement extend the Closing Date. The City Manager on behalf of the City has the authority to extend the Closing Date. A. Deliveries to Escrow Agent 1. Deposit of Documents and Funds by City. City shall deposit with Escrow Agent the following items no later than ten (10) business days prior to the Closing Date, duly executed and acknowledged where applicable: a) Granting Documents. The Property Grant Deed ("Property Grant Deed"). b) Certificate of Non-Foreign Status. A Certificate of Non- Foreign Status certifying City is a non-foreign person. c) California 593-C Form. A California 593-C Form. d) Documents and Funds. All other documents as may reasonably be required by Escrow Agent or the Title Company to close the Escrow in accordance with this Agreement. 3 113/147 2. Deposit of Documents and Funds by Buyer. Buyer shall deposit with Escrow Agent the following items no later than ten (10) business days prior to the Closing Date, unless a different date is provided for below, duly executed and acknowledged where applicable: a) Funds. Cash in the amount of the Purchase Price less the Purchase Deposit shall be deposited five (5) business days prior to the Closing Date. b) Chance of Ownership Report. A completed and originally executed Preliminary Change of Ownership Report in the form required by the San Bernardino County Recorder's Office (the "Change of Ownership Report"). c) Prorations, Fees and Costs. The amounts, if any, required of Buyer under Section 3.6 of this Agreement and any other amounts required to be paid by Buyer prior to the Close of Escrow under this Agreement. d) Documents and Funds. All other funds and documents as may be reasonably required by Escrow Agent to close the Escrow in accordance with this Agreement. Section 3.4 Title Conditions Precedent to Close of Escrow. The following are conditions precedent to Close of Escrow for the for the benefit of Buyer, which conditions must be satisfied prior to the Close of Escrow. The Buyer may waive conditions A and B below. A. Condition of Title. If there are any New Title Exceptions in the Supplement Report, such must be cured by the City or waived by the Buyer as set forth in Section 3.9 hereof. B. Title Insurance. The Title Company shall be unconditionally committed to issue immediately following the recording of the Property Grant Deed conveying the Property an ALTA title policy in the amount of the Purchase Price, insuring title vested in Buyer, subject only to the Property Permitted Exceptions and New Title Exceptions waived by the Buyer ("Property Title Policy"). If the foregoing conditions precedent are not satisfied or waived by Buyer by the Closing Date, the remedies set forth in Section 8.1 of this Agreement shall be the sole and exclusive legal and equitable remedies available to the parties. Section 3.5 Close of Escrow. Escrow Agent shall close the Property Escrow on or before the Closing Date by (i) filing for record the Property Grant Deed, and any other documents which the Parties may mutually direct to be recorded in the Office of the County Recorder for the County, and (ii) delivering funds and documents as set forth in this Section 3 when each of the conditions set forth below has been satisfied: A. Funds and Instruments. All funds and instruments required pursuant to this Section 3 have been delivered to Escrow Agent. 4 114/147 B. Satisfaction of Conditions Precedent. Each of the conditions precedent set forth in Section 3.4 has been satisfied or waived. Section 3.6 Proration, Fees and Costs. A. Prorations. Escrow Agent will prorate between the Parties, based on the latest information available to Escrow Agent, County, City, and Special District(s) (if any) taxes, assessments and bonds for the Property. If, after the Close of Escrow, either Party receives a bill for any Other Taxes, owed by the other Party, the Parties agree that (a) such Other Taxes shall be prorated between the Parties and (b) the Party receiving the bill for the Other Taxes shall notify the Party responsible for paying the Other Taxes in writing of the amount of such Other Taxes and the Party owing the Other Taxes shall promptly pay its prorated share of such Other Taxes within thirty (30) days of demand therefor, but not later than fifteen (15) days prior to the date such taxes become delinquent. B. Thirty Day Month. All prorations and/or adjustments called for in this Agreement are to be made on the basis of a thirty (30) day month, unless otherwise specifically instructed in writing. C. City's Fees and Costs. City shall pay (i) one-half of Escrow Agent's escrow fee; (ii) usual City's document-drafting and_recording charges, and (iii) City transfer tax, if any, and County Documentary Transfer Tax, if any, in the amount Escrow Agent determines to be required by law. D. Buyer Fees and Costs. Buyer's shall pay (i)the costs of the ALTA Policy, (ii)usual Buyer' document-drafting and recording charges, (iii) any wire transfer costs for the transfer of funds into Escrow by Buyer. E. Other Fees and Costs. All other fees and costs of Escrow shall be paid by the Parties as is customary in the County. F. Escrow Cancellation Charles. Escrow cancellation charges shall be paid as set forth in Section 8 herein. Section 3.7 Recordation and Distribution of Funds and Documents. A. Denosit of Funds. All cash and wire transferred funds, if any, received hereunder by Escrow Agent shall be, until the Close of Escrow, kept on deposit in an interest bearing account reasonably acceptable to Buyer and City. B. Other Documents. No later than two (2) business days after the Close of Escrow, Escrow Agent shall combine any original counterparts of a document into fully executed originals and deliver (i) to Buyer's counsel, the original Certificate of Non-Foreign Status and California 593-C form, (ii) to City's and Buyer's counsel, conformed copies of all recorded documents, and (iii) to City and Buyer's counsel any other documents as Escrow Agent may be instructed by City and Buyer's counsel. 5 115/147 C. Payment of Funds at Closing. Escrow Agent shall, at the Close of Escrow, wire (i)to City's account, or order, in accordance with instructions of City, the Purchase Price plus any excess funds due City, and (ii) to Buyer, or other, in accordance with instructions of Buyer, any excess funds due Buyer. D. Title Policy. Escrow Agent shall cause Title Company to deliver the Property Title Policy to Buyer no later than three (3)weeks after the Closing Date. Section 3.8 Delivery of Possession, City shall deliver exclusive possession of the Property at the Close of Escrow subject only to the Property Permitted Exceptions. Section 3.9 Preliminary and Supplemental Reports. Prior to execution of this Agreement, City delivered to Buyer a Preliminary Report and Buyer by executing this Agreement has agreed to accept the condition of title on the Property subject to the title exceptions and matters set forth in the Preliminary Report ("Property Permitted Exceptions"). If there are any changes to Preliminary Report after the Effective Date, then Escrow Agent shall cause Title Company to deliver to Buyer and City a supplemental report together with copies of any new recorded exceptions therein ("Supplemental Report"). To the extent that there are new matters or exceptions in the Supplemental Report ("New Title Exceptions") that adversely affect the rights of the Buyer, Buyer shall have five (5) business days after receipt of any Supplemental Report to provide written notice to the City of disapproval of any such New Title Exceptions. City has the right, but not the obligation, to cure New Title Exceptions. In the event the City does not cure the Title Exceptions five (5) days prior to the Closing Date, 2016 (which date may be extended by the same number of days, if any, that the Closing Date is extended pursuant to Section 3.3.A hereof), then Buyer may (i) waive the New Title Exceptions, or (iii) terminate this Agreement and receive a refund of its Purchase Deposit pursuant to Section 8 hereof. Section 4. Representations and Warranties and As-Is Conveyance Section 4.1 City Representations and Warranties. City hereby represents and warrants to Buyer that, unless otherwise provided, at the date of execution hereof: A. Authority. City is duly organized and a validly existing municipal corporation duly qualified to transact business in the State of California. B. Non-Foreign Person. City is not a "foreign person" within the meaning of Internal Revenue Code Section 1445. C. Litigation. The City has no actual knowledge of and has not received any notice of, any actual or pending or threatened litigation, including without limitation, eminent domain, that would materially and adversely affect the Property or the development thereof or City's ability to perform its obligations hereunder. D. Bankruptcy. City is not a party to any voluntary or involuntary proceedings in bankruptcy, reorganization or similar proceedings under the Federal bankruptcy laws or under 6 116/147 any state laws relating to the protection of debtors, or subject to any general assignment for the benefit of the creditors and, to City's actual knowledge, no such action has been threatened. Section 4.2 Buyer' Representations and Warranties. Buyer hereby represents and warrants to City that, unless otherwise provided, at the date of execution hereof: A. Authority. Buyer is (i) a duly organized, validly existing and in good standing under the laws of with full power to enter into this Agreement, and Buyer is duly qualified to transact business in California and (ii) duly authorized, qualified and licensed under any and all laws, ordinances, rules, regulations and requirements of all governmental authorities to do all things required of it under or in connection with this Agreement. B. Litigation. Buyer has no actual knowledge and has not received any notice of, any actual or pending or threatened litigation, including without limitation, eminent domain, that would materially and adversely affect Buyer's ability to perform its obligations hereunder. C. As-Is Conveyance of Property. Buyer represents and warrants that City has not made any representations or warranties to Buyer regarding the condition of the Property or the suitability of its potential use and development. Buyer further acknowledges that it is accepting the Property "As Is- Where Is" and Buyer is not relying upon any statements, representations or warranties by City or any of its agents or representatives regarding the condition or use of the Property or its suitability for any use or development. Buyer acknowledges that it has made its own independent investigations as deemed necessary or appropriate concerning the ownership, use, condition, development or suitability of the Property, including, without limitation, any desired investigation or analysis of present or future laws concerning the use, location or suitability of the Property, the condition of the Property, the presence of Hazardous Materials on the Property, the status of the land use approvals and entitlements for the Property, the financeability of the Property, the location of the Property within any natural hazard areas, the economic value of the Property, the adequacy of access to the Property, water, sewage and utilities servicing the Property, the presence or adequacy of infrastructure near or concerning the Property, any surface soil, subsoil, geologic or groundwater conditions or other physical conditions affecting the Property and the status of any existing, pending, or future entitlements and/or the necessity or existence of any fees, dedications, charges or cost or future regulations relating to the Property. Section 5. Covenants and Agreements A. Cooperation. City and Buyer acknowledge that it may be necessary to execute documents other than those specifically referred to in this Agreement to complete the conveyance provided for herein or perform the other obligations set forth herein. City and Buyer hereby agree to cooperate with each other by executing such other documents or taking such other action as may be reasonably necessary in accordance with the intent of the Parties as evidenced by this Agreement. B. No Commissions. City represents and warrants to Buyer that City has made no statement or representation nor entered into any agreement with a broker, salesman or finder 7 117/147 in connection with the transactions contemplated by this Agreement. Buyer represents and warrants to City that Buyer has made no statement or representation nor entered into any agreement with a broker, salesman or finder in connection with the transactions contemplated by this Agreement. In the event of a claim for brokers' or finders' fees or commissions in connection with the negotiation or execution of this Agreement or the transactions contemplated hereunder, City shall indemnify, hold harmless and defend Buyer from and against such claim if it shall be based upon any statement or representation or agreement alleged to have been made by City, and Buyer shall indemnify, hold harmless and defend City if such claim shall be based upon any statement, representation or agreement alleged to have been made by Buyer. C. Authority and Enforceability. City and Buyer hereby covenant, represent and warrant to each other that neither will assert the lack of authority or enforceability of this Agreement against each other. Section 6. Richt of Entry. Unless this Agreement is terminated, at any time prior to the Close of Escrow, Buyer and its agents, contractors and employees shall have the right to enter the Property to conduct tests, investigations and inspections deemed necessary or appropriate by Buyer so long as Buyer does not interfere with the City's use of the Property or other properties owned by the City that are adjacent to the Property. Buyer shall keep the Property free and clear of all mechanics, design professionals and other liens in connection with its inspection of the Property and shall cause all of such liens to be removed immediately upon being notified of the same. Buyer shall indemnify, protect, defend and hold the City, and its elected and appointed, official officers, employees and agents harmless from any and all claims, actions, causes of action, suits, liens, demands, liabilities, damages, costs, penalties, forfeitures, losses or expenses, including, without limitation, reasonable attorneys' fees and costs relating to any entry on the Property by Buyer, its consultants, agents, representatives, or employees. Section 7. Assignment. Prior to Close of Escrow, Buyer may only assign its right hereunder subject to the written approval of the City. The City can refuse to approve of any assignment if the proposed assignee does have an equal or better financial ability relative to the Buyer with respect to completing the purchase of the Property contemplated by this Agreement or would cause the Close of Escrow to be delayed beyond the Closing Date. 8 118/147 Section 8. Remedies. FAILURE TO CLOSE ESCROW AND LIQUIDATED DAMAGES. IF THE ESCROW DOES NOT CLOSE BY THE CLOSING DATE FOR ANY REASON OTHER THAN A FAILURE BY THE BUYER OR CITY TO FULFILL THEIR OBLIGATIONS UNDER THIS AGREEMENT, THEN THIS AGREEMENT AND THE ESCROW SHALL TERMINATE, ALL FUNDS AND DOCUMENTS SHALL BE RETURNED TO THE RESPECTIVE PARTIES WHO DEPOSITED THE SAME WITH ESCROW AGENT. IF THE ESCROW DOES NOT CLOSE DUE TO THE FAULT OF THE BUYER, THEN THE CITY SHALL RETAIN THE PURCHASE DEPOSIT AND THE BUYER SHALL BE RESPONSIBLE FOR ALL OF THE ESCROW CANCELLATION CHARGES. IF THE ESCROW DOES NOT CLOSE DUE TO THE FAULT OF THE CITY, THEN CITY SHALL RETURN TO BUYER THE PURCHASE DEPOSIT (INCLUDING INTEREST THEREON AT THE RATE OF FOUR PERCENT (4%) PER ANNUM AND THE CITY SHALL BE RESPONSIBLE FOR ALL OF THE ESCROW CANCELLATION CHARGES. THE REMEDIES SET FORTH IN THIS SECTION 8 SHALL BE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES ARISING FROM A FAILURE TO CLOSE ESCROW. UPON ANY TERMINATION OF THE ESCROW (I) EACH PARTY SHALL EXECUTE SUCH DOCUMENTS AS ESCROW AGENT MAY REASONABLY REQUIRE TO EVIDENCE SUCH TERMINATION, (II) ESCROW AGENT SHALL RETURN ALL DOCUMENTS TO THE PARTY WHO DEPOSITED THEM, (III) BUYER SHALL RETURN TO CITY ALL DOCUMENTS DELIVERED TO IT BY CITY RELATING TO THE PROPERTY, AND (IV) ALL OBLIGATIONS OF EITHER PARTY RELATING TO THE CLOSE OF ESCROW SHALL TERMINATE EXCEPT AS OTHERWISE SET FORTH HEREIN. EACH PARTY ACKNOWLEDGES THAT THE CITY AND BUYER WILL BE DAMAGED IN THE EVENT OF A FAILURE TO CLOSE ESCROW, AND THAT SUCH DAMAGE WOULD BE DIFFICULT OR IMPOSSIBLE TO ASCERTAIN, THAT THE REMEDIES SET FORTH ABOVE ARE REASONABLY RELATED TO THE HARM SUFFERED BY THE CITY AND BUYER AND THAT SUCH DAMAGES CONSTITUTE ADEQUATE COMPENSATION AND THE SOLE AND EXCLUSIVE REMEDY TO THE CITY AND BUYER FOR THOSE DAMAGES. BUYER AND CITY WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD 9 119/147 RESULT IN THE EVENT THE CITY OR BUYER FILED A LAWSUIT TO COLLECT ITS DAMAGES RELATED TO A FAILURE TO CLOSE. NEITHER PARTY HERETO SHALL HAVE ANY FURTHER RIGHTS TO PURSUE EQUITABLE OR LEGAL REMEDIES AGAINST THE OTHER PARTY EXCEPT AS SET FORTH IN SECTION 8 OF THIS AGREEMENT. BUYER'S CITY'S INITIALS INITIALS Section 9e Notices. Any notice to be given or other document to be delivered by any Party to the other or others hereunder, and any payments between the Parties, may be delivered in person to an officer of any Party, or may be deposited in the United States mail in the State of California, duly certified or registered, return receipt requested, with postage prepaid, or by federal Express or other similar overnight delivery service or by facsimile transmission with a copy sent via U.S. Mail and addressed to the Party for whom intended, as follows: To Buyer: With a copy to: To City: City of Chino Hills 14000 City Center Drive Chino Hills, CA 91709 Attention: City Clerk Telephone No.: (909) 364-2600 Facsimile No.: (909) 364-2595 with a copy to: TO ESCROW HOLDER: To the address supplied by Escrow Agent to Buyer and City at the Opening of Escrow. 10 120/147 Any Party hereto may from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified. Unless otherwise specifically provided for herein, all notices, payments, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given and received (i) upon personal delivery, (ii) as of the third business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth above, (iii)the immediately succeeding business day after deposit with Federal Express or other equivalent overnight delivery system or(iv) upon transmission by facsimile. Section 10. Enforced Delays. Performance by any Party of its obligations hereunder shall be excused during any period of"Excusable Delay," as hereinafter defined, provided that the Party claiming the delay gives notice of the delay to the other Party as soon as reasonably possible after the same has been ascertained. For purposes hereof, Excusable Delay shall mean delay that directly affects the Party's ability to close escrow, and is beyond the reasonable control of, the Party claiming the delay, including: (a) civil commotion or epidemic; (b) riot; (c) natural disasters or (c)terrorism. To the extent necessary to effectuate the purposes of this Agreement, the Closing Date shall be extended by any period of Excusable Delay. Section 11. General Provisions. Section 11.1 Amendment. All amendments and supplements to this Agreement must be in writing and executed by Buyer and City. Section 11.2 Governing Law. This Agreement shall be governed under the laws of the State of California. The venue for any legal action relating to this Agreement shall be County of San Bernardino Superior Court. Section 11.3 Binding on Successors. The rights and obligations set forth in this Agreement shall be binding on the successors and assigns of the Parties. Section 11.4 Entire Agreement. This Agreement represents the entire and exclusive understanding of the parties hereto with regard to the purchase and sale of the Property and supersedes any and all other prior written or oral understandings or agreements regarding the purchase and sale of the Property. Section 11.5 No Joint Venture. City and Buyer shall not, by virtue of this Agreement, in any way or for any reason be deemed to have become a partner of the other in the conduct of its business or otherwise, or a joint venturer. In addition, by virtue of this Agreement, there shall not be deemed to have occurred a merger of any joint enterprise between City and Buyer. Section 11.6 Counterparts, Headings and Defined Terms. This Agreement may be executed in several counterparts each of which shall be an original, but all of such counterparts shall constitute one such Agreement. The headings used herein are for convenience only and are not to be construed to be part of this Agreement. For the purposes of this Agreement, (a) the term "including" means "including without limitation," and (b) when a time period is specified in this Agreement for the performance of an act or the occurrence of an event, "days" shall mean "calendar days," unless otherwise specified herein. 11 121/147 Section 11.7 Time of the Essence. Time is of the essence of this Agreement. Section 11.8 Waiver. The waiver by one Party of performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered to be a waiver by it of any other covenant, condition or promise. The waiver by either or both Parties of the time for performing any act shall not constitute a waiver of the time for performing any other act or an identical act required to be performed at a later time. Section 11.9 Third Parties. This Agreement is made and entered into for the sole benefit of the Parties and their successors in interest. No other person or party shall have any right of action based upon any provision of this Agreement. Section 11.10 Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless such invalidity, illegality or unenforceability materially affects the transactions contemplated by this Agreement or the ability of either Party to perform its obligations under this Agreement. In such case, either Party may terminate this Agreement and the Escrow on written notice to the other Party given no later than ten (10) business days after the Party giving such notice becomes aware of such invalidity, illegality or unenforceability. Section 11.11 Additional Documents. Each Party hereto agrees to perform any further acts and to execute and deliver any further documents which may be reasonably necessary to carry out the provisions of this Agreement. Section 11.12 Hold Harmless. The Buyer agrees to defend, indemnify and hold harmless the City and its elected and appointed officials, officers, employees and agents from and against any legal of equitable claims or actions of whatsoever type or nature relating to the Buyer's purchase, possession and use of the Property, except to the extent such claims arise out of a breach of this Agreement by the City or the negligent or willful misconduct of the City. Section 11.13 Survival. Except as provided in the following sentence hereof, all rights and obligations under this Agreement shall merge upon recordation of the Shoppes Retail Grant Deed. The rights and obligations set forth in Sections 4; 5; 6; and 11 shall survive the Close of Escrow and shall not be merged upon recordation of the Property Grant Deed. Section 11.14 Recitals. The Recitals set forth above are incorporated herein by this reference. Section 11.15 Exhibits. The following exhibits are attached hereto and incorporated herein by this reference: Exhibit A (Property Description), and Exhibit B (Standard Escrow Provisions), Section 11.16 Joint Drafting. Each Party to this Agreement and its counsel have reviewed and revised this Agreement. The rule of construction that any ambiguities are to be 12 122/147 resolved against the drafting Parties shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. CITY: CITY OF CHINO HILLS, INC., a California Municipal corporation By: Art Bennett, Mayor ATTEST: Cheryl Baltz, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney BUYER: By: Its: 13 123/147 Exhibit A -Legal Description Exhibit B—Standard Escrow Instructions 14 124/147 15 125/147 Order Number:NCS-765456-ONT1 Page Number:1 First American Title Company National Commercial Services 3281 E Guests Road, Suite 440 Ontario, CA 91761 December 11, 2015 Yvette Martinez City of Chino Hills 14000 City Center Drive Chino Hills , CA 91709 Phone: (909)364-2783 Fax: Customer Reference: 1024-431-02 & 1024-431-03 Title Officer: Matthew Hooks Phone: (909)510-6207 Fax No,: (877)461-2090 E-Mail: mhooks@firstam.com Buyer: Owner: City of Chino Hills Property: SEC of Grand Avenue/Founders Drive, Chino Hills, CA PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance,this 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 below or not excluded from coverage pursuant to the printed Schedules,Conditions and Stipulations 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 Exhibit A attached. 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 Exhibit A.Copies of the policy forms should be read.They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A 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. First American Title Insurance Company 126/147 Order Number:NCS-765456-ONT1 Page Number:2 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. 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. First American Title Insurance Company 127/147 Order Number:NCS-765456-ONT1 Page Number:3 Dated as of December 02, 2015 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To be determined A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: City of Chino Hills, a California general law municipal corporation The estate or interest in the land hereinafter described or referred to covered by this Report is: Fee Simple The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2015-2016 are exempt. If the exempt status is terminated an additional tax may be levied. A.P. No.: 1024-431-02-0-000 and 1024-431-03-0-000. 2. A notice of assessment recorded County of San Bernardino, Chino Hills Assessment District No. 86-1 as June 29, 1987 of Official Records, executed by Instrument No. 87-221147. 3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 4. Water rights, claims or title to water, whether or not shown by the public records. 5. An easement for right of way over a road as the same now exists and incidental purposes, recorded June 17, 1909 in Book 440 of Deeds, Page 252. In Favor of: Chino Land and Water Company Affects: As described therein The location of the easement cannot be determined from record information. First American Title Insurance Company 128/147 Order Number:NCS-765456-ONT1 Page Number:4 6. Covenants, conditions, restrictions and easements in the document recorded July 1, 1988 as Instrument No. 88-214556 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded June 4, 1996 as Instrument No. 19960196560 of Official Records. 7. An easement shown or dedicated on the map filed or recorded September 2, 1988 as Tract No. 13651-8 in Book 212, Pages 80 through 85 of Maps For: Drainage structures and embankment slopes and incidental purposes. 8. Abutter's rights of ingress and egress to or from Grand Avenue, have been dedicated or relinquished on the map of Tract No. 13651-8 on file in Book 212, Pages 80 through 85 of Maps. (Affects Lot "Y") 9. Lot "Y" is indicated as an open space area as disclosed on Tract No. 13651-8 in Book 212, Pages 80.through 85 of Maps. 10. Any facts, rights, interests or claims which would be disclosed by a correct ALTA/AGSM survey. 11. Rights of parties in possession. FirstAmerican Title Insurance Company 129/147 Order Number:NCS-765456-ONT1 Page Number:5 INFORMATIONAL NOTES 1. According to the public records, there has been no conveyance of the land within a period of twenty-four months prior to the date of this report, except as follows: None 2. This preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued. 3. Should this report be used to facilitate your transaction, we must be provided with the following prior to the issuance of the policy: A. WITH RESPECT TO A CORPORATION: 1. A certificate of good standing of recent date issued by the Secretary of State of the corporation's state of domicile. 2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation. 3. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 4. Requirements which the Company may impose following its review of the above material and other information which the Company may require. B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP: 1. A certified copy of the certificate of limited partnership (form LP-1) and any amendments thereto (form LP-2) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP: 1, A certified copy of the application for registration, foreign limited partnership (form LP-5) and any amendments thereto (form LP-6) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendment; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. First American Title Insurance Company 130/147 Order Number:NCS-765456-ONTI Page Number:6 D. WITH RESPECT TO A GENERAL PARTNERSHIP: 1. A certified copy of a statement of partnership authority pursuant to Section 16303 of the California Corporation Code (form GP-I), executed by at least two partners, and a certified copy of any amendments to such statement (form GP-7), to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Requirements which the Company may impose following its review of the above material required herein and other information which the Company may require. E. WITH RESPECT TO A LIMITED LIABILITY COMPANY: 1. A copy of its operating agreement and any amendments thereto; 2. If it is a California limited liability company, a certified copy of its articles of organization (LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) to be recorded in the public records; 3. If it is a foreign limited liability company, a certified copy of its application for registration (LLC-5) to be recorded in the public records; 4. With respect to any deed, deed of trust, lease, subordination agreement or other document or instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, such document or instrument must be executed in accordance with one of the following, as appropriate: (i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such documents must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii)If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. 5. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California, 6. Requirements which the Company may impose following its review of the above material and other information which the Company may require. F. WITH RESPECT TO A TRUST: 1. A certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to the Company. 2. Copies of those excerpts from the original trust documents and amendments thereto which designate the trustee and confer upon the trustee the power to act in the pending transaction. 3. Other requirements which the Company may impose following its review of the material require herein and other information which the Company may require. G. WITH RESPECT TO INDIVIDUALS: 1. A statement of information. The map attached, if any, may or may not be a survey of the land depicted hereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached, *****To obtain wire instructions for deposit of funds to your escrow file please contact your Escrow Officer. ***** First American Title Insurance Company 131/147 Order Number:NCS-765456-ONT1 Page Number:7 LEGAL DESCRIPTION Real property in the City of Chino Hills, County of San Bernardino, State of California, described as follows: LOTS 2 AND"Y"OF TRACT NO. 13651-8, IN THE CITY OF CHINO HILLS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 212, PAGES 80 THROUGH 85 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 1024-431-02-0-000 AND 1024-431-03-0-000 First American Title Insurance Company 132/147 Order Number:NCS-765456-ONT1 Page Number:8 The First American Corporation First American Title Company Privacy Policy We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. First American Title Insurance Company 133/147 Order Number:NCS-765456-ONT1 Page Number:9 CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE(02-03-10) 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; (d)improvements on the Land; (b)zoning; (e)land division;and (c)land use; (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. 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. Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1%of Policy Amount or$2,500.00(whichever is less) $10,000.00 Covered Risk 18: 1%of Policy Amount or$5,000.00(whichever is less) $25,000.00 Covered Risk 19: 1%of Policy Amount or$5,000.00(whichever is less) $25,000.00 Covered Risk 21: 1%of Policy Amount or$2,500.00(whichever is less) $5,000.00 ALTA RESIDENTIAL TITLE INSURANCE POLICY(6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B,you are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: (a)and use (b)improvements on the land (c)and division (d)environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: (a)a notice of exercising the right appears in the public records on the Policy Date (b)the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking First American Title Insurance Company 134/147 Order Number:NCS-765456-ONT1 Page Number:10 3. Title Risks: (a)that are created,allowed,or agreed to by you (b)that are known to you,but not to us,on the Policy Date--unless they appeared in the public records (c)that result In no loss to you (d)that first affect your title after the Policy Date--this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: (a)to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b)in streets,alleys,or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POLICY(06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys' fees,or expenses that arise by reason of: 1. a.Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating, prohibiting,or relating to I.the occupancy, use,or enjoyment of the Land; 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 11, 13,or 14); or e.resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the lien of the Insured Mortgage, is a.a fraudulent conveyance or fraudulent transfer,or b.a preferential transfer for any reason not stated in Covered Risk 13(b)of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE 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: First American Title Insurance Company 135/147 Order Number:NCS-765456-ONT1 Page Number:11 1. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records;(b)proceedings by a public agency that may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the Public Records. 2. Any facts,rights,interests,or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records. 4. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a)unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY(06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not 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; 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 11, 13,or 14); or e.resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the lien of the Insured Mortgage,is a.a fraudulent conveyance or fraudulent transfer,or b.a preferential transfer for any reason not stated in Covered Risk 13(b)of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE 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: First American Title Insurance Company 136/147 Order Number:NCS-765456-ONT1 Page Number:12 1. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b)proceedings by a public agency that may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the Public Records. 2. Any facts,rights,interests,or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records. 4. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records. 6. Any lien or right to a lien for services,labor or material not shown by the public records. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY(07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys' fees,or expenses 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; the subdivision of land;or iv,environmental protection; or the effect of any violation of these laws,ordinances,or governmental regulations. This Exclusion 1(a)does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. b.Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 5,6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens,encumbrances,adverse claims,or other matters a.created,suffered,assumed,or agreed to by the Insured Claimant; b. not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c.resulting in no loss or damage to the Insured Claimant; d.attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21,22,23,24,27 or 28);or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy.This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy.This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b)or 25. 8. The failure of the residential structure,or any portion of it,to have been constructed before,on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the lien of the Insured Mortgage, is a.a fraudulent conveyance or fraudulent transfer,or b.a preferential transfer for any reason not stated in Covered Risk 27(b)of this policy. First American Title Insurance Company 137/147