HomeMy WebLinkAboutHotel Fresno Apartments q2___
RECORDING REQUESTED BY: ,ill PAM Wyk InMA111111UNUAIA milli
City of Fresno 2018-0136779
No Fee-Gov't. Code Sections FRESNO County Recorder
6103 and 27383 Paul Dictos, CPA
Friday, Nov 09, 2018 04:24:32 PM
WHEN RECORDED, MAIL TO: Titles: 1 Pages: 42
Fees: 0.00
CA S1132 Fee: 0.00
City of Fresno as Housing Successor to the Taxes: 0.00
Total: 1
Redevelopment Agency of the City of Fresno FRESNO CITY 0.00
848 M Street, Third Floor
Fresno, CA 93721
Attention: Executive Director
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
FIRST AMENDMENT TO AMENDED AND RESTATED OWNER PARTICIPATION
AGREEMENT
by and between
City of Fresno in its capacity as Housing Successor to the Redevelopment Agency of the
City of Fresno,
a municipal corporation
and
Hotel Fresno Apartments, LP, a California limited partnership
and
APEC International, LLC, a California limited liability company,
APEC Development, LLC, a California limited liability company, and
APEC Hotel Fresno, LLC, a California limited liability company
1241 — 1263 Broadway Mall also described as APN: 466-214-31 together with the
Parking Lot described as APN: 466-214-32
Residential Project
Fresno, CA 93721
RECORDING REQUESTED BY:
City of Fresno
No Fee-Gov't. Code Sections
6103 and 27383
WHEN RECORDED, MAIL TO:
City of Fresno as Housing Successor to the
Redevelopment Agency of the City of Fresno
848 M Street, Third Floor
Fresno, CA 93721
Attention: Executive Director
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
FIRST AMENDMENT TO AMENDED AND RESTATED OWNER PARTICIPATION
AGREEMENT
by and between
City of Fresno in its capacity as Housing Successor to the Redevelopment Agency of the
City of Fresno,
a municipal corporation
and
Hotel Fresno Apartments, LP, a California limited partnership
and
APEC International, LLC, a California limited liability company,
APEC Development, LLC, a California limited liability company, and
APEC Hotel Fresno, LLC, a California limited liability company
1241 — 1263 Broadway Mall also described as APN: 466-214-31 together with the
Parking Lot described as APN: 466-214-32
Residential Project
Fresno, CA 93721
FIRST AMENDMENT TO
AMENDED AND RESTATED OWNER PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED OWNER
PARTICIPATION AGREEMENT ("Amendment") is entered as of September 27, 2018
("Effective Date"), between the CITY OF FRESNO, IN ITS CAPACITY AS HOUSING
SUCCESSOR TO THE REDEVELOPMENT AGENCY OF THE CITY OF FRESNO, a
municipal corporation, ("Agency") and HOTEL FRESNO APARTMENTS, LP, a California
limited partnership ("Owner") successor in interest to APEC INTERNATIONAL LLC, a
California limited liability company ("Parent Company"), APEC Development, LLC, a
California limited liability company ("APEC Development"), and APEC Hotel Fresno, LLC,
a California limited liability company ("APEC Hotel Fresno") (collectively, the entities shall
be called the "APEC Affiliates").
RECITALS
A. WHEREAS, Owner is the successor in interest to that certain Amended and
Restated Owner Participation Agreement dated January 29, 2015 (the "OPA") for that
certain project commonly known as the Hotel Fresno located at 1241/1263 Broadway
Plaza, Fresno, CA, 93721 (the "Project"), which was assigned by Parent Company to
Owner pursuant to that certain Assignment and Assumption of Amended and Restated
Owner Participation Agreement dated November 4, 2016 (the "Assignment"). The Project
involves the redevelopment of the Hotel Fresno property (the "Property"), which is more
particularly described in Exhibit 1.
B. WHEREAS, the Performance and Payment Schedule attached as Exhibit
"B" to the OPA was modified by the Agency and Owner pursuant to that certain letter
agreement dated August 18, 2015.
C. WHEREAS, the Owner has requested modifications to the OPA and related
documents ("OPA Documents") including the Performance and Payment Schedule;
Budget Financial Plan; Funding Sources; Financing Plan; Affordable Units; Promissory
Note; Deed of Trust; the Regulatory Agreement and Declaration of Covenants and
Restrictions; and the Lease referenced in Section 6 below.
D. WHEREAS, the land area of the Property has been increased by the
addition of a parking lot identified as APN 466-214-32.
E. WHEREAS, the Agency has advanced ("Agency's Advance") the sum of
$851,300 of the $1,900,000 loan (the "Loan") agreed to by the Agency pursuant to the
OPA for pre-development expenses for the Project incurred by the Owner prior to the
commencement of construction.
Page 1 of 5
F. WHEREAS, the Agency requires additional security for the Agency's
Advance and has requested that APEC Affiliates transfer by Grant Deed the parking lot
described as APN's 466-214-30, 466-214-26, 466-214-27, and 466-214-28 ("Adjacent
Undeveloped Property") to the Agency.
G. WHEREAS, the Adjacent Undeveloped Property is subject to a lien based
upon a loan in the original principal amount of$300,000 from Alden Capital Partners, LLC.
I. WHEREAS, the Agency, the Owner and the APEC Affiliates wish to amend
the terms of the OPA and OPA Documents.
J. NOW, THEREFORE, BE IT RESOLVED, that the Agency, the Owner and
the APEC Affiliates hereby amend the terms of the OPA and OPA Documents as follows:
1. The legal description for the Property is hereby amended and restated in
accordance with the above-described Exhibit 1.
2. Sections 1.3 and 1.30 and Recital J of the OPA are hereby amended to permit all
Units (defined in Section 1.38 of the OPA) of the Hotel Fresno project to be
Affordable Units provided, however, that the Affordable Units permitted must be
designated for persons and families of incomes ranging from 30% to 80% of area
median income as defined by Cal. H.&S.C. Section 50053 (b) and Cal. H.&S.C.
Section 50093.Ranging from 30% to 80% of AMI. The Affordable Units permitted
under the OPA shall still be subject to all terms and conditions of the OPA and
OPA Documents. In addition, Owner shall execute any Amended and Restated
Regulatory Agreement and Declaration of Covenants and Restrictions, Promissory
Note, or other OPA Documents in a form reasonably required by the Agency.
3. The Agency hereby permits Owner and APEC Affiliates to utilize 4% tax credits
(along with other sources) for the Hotel Fresno project. The Agency shall not
require Owner to obtain 9% tax credits, provided that all terms and conditions of
this Amendment are met.
4. Owner shall execute a revised Budget/Financial Plan consistent with the terms of
this Amendment as required in the reasonable discretion of the Agency.
5. The Performance and Payment Schedule (Exhibit B to the OPA) is hereby
amended as follows:
a. Outside date to secure all funding: 12/31/18.
b. Outside date to obtain construction permits: 6/30/19.
c. Outside date to obtain occupancy permit: 7/31/20.
d. Further performance extensions can only be approved by the Fresno City
Council in its reasonable discretion and for good cause shown by Owner
and APEC Affiliates.
Page 2 of 5
6. Owner and/or APEC Affiliates shall within 10 days of approval of this Amendment
by the Fresno City Council, deed the property, known variously as the "Kidney Lot"
and the "APEC Property" and further described in Exhibit 2 attached hereto (and
described in this Amendment as the "Adjacent Undeveloped Property") to the
Agency. The Agency shall be permitted to charge any funds expended for the
purposes of obtaining clear title to the Adjacent Undeveloped Property against the
Loan in the reasonable discretion of the Agency.
7. If the Performance and Payment Schedule (as amended by this Amendment) is not
met, then the OPA, the OPA Documents (as modified by this Amendment) are
terminated as is all further performance by the Agency.
8. Any deed of trust securing the Loan (including any deed of trust already in place
prior to this Amendment) shall be in no worse than second position for entirety of
the Affordability Period (as defined in Section 1.2 of the OPA). Owner shall
execute or cause to be executed any deed of trust, or other document required in
the reasonable discretion of the Agency to ensure that the entire Property and all
improvements thereto, is given as security for the Loan.
9. Agency agrees to enter into a Lease with Owner or APEC Affiliates for the use of
the Adjacent Undeveloped Property for nominal rent of $100 per year, and granting
non-exclusive rights for Owner and/or APEC Affiliates parking, based upon Hotel
Fresno project requirements.
10.(i) Upon the occurrence of issuance of a Certificate of Completion for the Project,
Agency will release the balance of Loan funds to Owner, less any funds expended
to clear title on the Adjacent Undeveloped Property, as discussed above; and (ii)
upon Owner closing on permanent financing, Agency will Deed the Adjacent
Undeveloped Property to Owner or APEC Affiliates.
11.Any future development of the Adjacent Undeveloped Property must be consistent
with applicable planning and development plans and codes.
12.Owner and APEC Affiliates may assign interests in the OPA and OPA Documents
and the lease for the Adjacent Undeveloped Property with Agency approval, which
will not be unreasonably withheld.
13.Capitalized terms used herein and not otherwise defined shall have the meaning
given to such terms in the OPA and OPA Documents.
14.Except as expressly set forth herein, the terms and conditions of the OPA and OPA
Documents shall remain in full force and effect.
15.In the event of a conflict between this Amendment and the OPA or OPA
Documents, the terms of this Amendment shall control.
Page 3 of 5
16.In the event this Amendment is not executed by the Owner and APEC Affiliates
and delivered to Agency within 10 days of City Council approval, this Amendment
shall be null and void.
17.Following execution of this Amendment by Owner and APEC Affiliates, Agency
shall have 10 days to investigate the state of title of the Property and the Adjacent
Undeveloped Property. If additional liens or encumbrances are found beyond
those identified in that certain Preliminary Title Report from Placer Title dated
August 16, 2018, and attached as Exhibit 3, the Agency may, in its reasonable
discretion, terminate this Amendment such that it is void and of no effect.
18.Owner and APEC Affiliates hereby covenant and warrant that they are duly
authorized and existing California limited liability companies or limited partnerships,
in good standing; that they shall remain in good standing; that they have the full
right, power and authority to enter into this Amendment and to carry out all actions
on their part contemplated by this Amendment; that the execution and delivery of
this Amendment were duly authorized by proper action of the Owner and APEC
Affiliates and no consent, authorization or approval of any person is necessary in
connection with such execution and delivery or to carry out all actions of the
Owner's and APEC Affiliates' parts contemplated by this Amendment, except as
have been obtained and are in full force and effect; and that this Amendment
constitutes the valid, binding and enforceable obligation of the Owner and APEC
Affiliates.
IN WITNESS WHEREOF, Agency, Owner and APEC Affiliates have signed this
Amendment effective as of the date first above written.
APEC International, LLC., Hotel Fresno Apartments, LP.
A California limited liability company By: APEC Hotel Fresno, LLC, a California
limited liability company, its General
By: ��� Partner
Eugene Kim By: APEC International, LLC.,
Managing Member A California limited liability company, its
Managing ember
APEC Development, LLC,
a California I'mited liability company By:
Eugene Kim
By: Managing Member
Eugene Kim
Managing Member APEC Hotel Fresno, LLC, a California limited
liability company
By: APEC International, LLC.,
a California limited liability company, its
Manag4ng Member
By: ��"
Eugene Kim
Managing Member
Page 4 of 5
City of Fresno in its capacity as Housing
Successor to the Redevelopment Agency
of the City of Fresno
By:
Name:Marlene Murphey
Title: Executive Director
(Attach notary certificate of
acknowledgment)
Date: dq&
APPROVED AS TO FORM:
DougI s T. Sloan
city tt ey
By l ►g
as ate
Deputy City Attorney
ATTEST:
YVONNE SPENCE, MMC
City Clerk
By:
e uty
Exhibit 1: Legal Description—Hotel Fresno Property
Exhibit 2: Legal Description—Adjacent Undeveloped Property
Exhibit 3: Preliminary Title Report Dated August 16, 2018
JWH:prn [PL49926]
Page 5of5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of Californ )
County of C
On _M S
b before me, - h&, ,
Date Here Insert Name 6nd Title of t e Officer
personally appeared41
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
LINDA S.CUNHA WITNESS my hand and official seal.
NotaryPublic-California Z
Fresno County >_
Commission#2215504
My Comm.Expires Sep 23,2021 Signatur
�Signature o#Nota Public
►Y
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: - Number of Pages:
Signer(s) Other Than Named Above: .
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
❑ Corporate Officer — Title(s): _ ❑Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑General ❑ Partner — ❑ Limited ❑General
❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact
❑Trustee ❑Guardian or Conservator ❑Trustee ❑ Guardian or Conservator
❑Other: ❑ Other:
Signer Is Representing: Signer Is Representing:
—
02016 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California
if }
County of C,�SWO ■�,�.y
On Oct L*. 9—ONS before me, N0SGtA`
Date Here Insert Name and Title of the Officer
personally appeared .40
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
NOEMI SCHWARTZ WITNESS my hand anO official seal.
Notary Public-California
Fresno County
Commission x 2215603J_
My Comm,EApires Sep 23,2021 Signature.
Signature of Notary Public
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: _ Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:.
❑Corporate Officer — Title(s): _ ❑Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General
❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact
❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator
❑Other: _ ❑ Other:
Signer Is Representing: Signer Is Representing:
02016 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907
EXHIBIT 1
The land described herein is situated in the State of California, County of Fresno, City of
Fresno, described as follows:
TRACT A:
Parcel One:
Lots 1 through 6, inclusive, and the Northwesterly 12.00 feet of Lot 7, in Block 63 of the
Map of the Town (now City) of Fresno, according to the map thereof recorded June 8,
1876 in Volume 1 of Plats, at Page 2, of Fresno County Records.
Together with the Northeasterly 10.00 feet of that portion of the Alley of said Block 63
lying adjacent to the above described property.
As said land is described in that Notice of Voluntary Parcel Merger No. 2016-14
recorded February 22, 2017 as Instrument No 2017-0021894 of Official Records.
APN: 466-214-31
Parcel Two:
Lots 27 through 32, inclusive, and the Northwesterly 12.00 feet of Lot 26, in Block 63 of
the Map of the Town (now City) of Fresno, according to the map thereof recorded June
8, 1876 in Volume 1 of Plats, at Page 2, of Fresno County Records.
Together with the Southwesterly 10.00 feet of that portion of the Alley of said Block 63
lying adjacent to the above described property.
As said land is described in that Notice of Voluntary Parcel Merger No. 2017-06
recorded February 22, 2017 as Instrument No 2017-0021895 of Official Records.
APN: 466-214-32
EXHIBIT 2
The land described herein is situated in the State of California, County of Fresno, City of
Fresno, described as follows:
TRACT B:
Parcel One:
Lots 23 through 26, inclusive, in Block 63 of the Map of the Town (now City) of Fresno,
according to the map thereof recorded June 8, 1876 in Volume 1 of Plats, at Page 2, of
Fresno County Records.
Excepting therefrom the Northwesterly 12.00 feet of said Lot 26.
Together with that portion of the Southwesterly 10.00 feet of the 20.00 foot wide Alley of
said Block 63 lying adjacent to above described property.
As said land is described in that Notice of Voluntary Parcel Merger No. 2016-13
recorded February 22, 2017 as Instrument No 2017-0021893 of Official Records.
APN: 466-214-30
Parcel Two:
Lots 17 through 22, inclusive, in Block 63 of the Map of the Town (now City) of Fresno,
according to the map thereof recorded June 8, 1876 in Book 1 of Plats, at Page 2, of
Fresno County Records.
Together with the Southwesterly 10.00 feet of the Alley of said Block 63, lying adjacent
to said Lots 19 through 22 and lying within that portion of said Alley vacated by
Resolution No. 81-12, recorded January 20, 1981 in Book 7660 at Page 329, as
Instrument No. 5856, Official Records of Fresno County.
APN: 466-214-26
Parcel Three:
Lots 11 through 16, inclusive, in Block 63 of the Map of the Town (now City) of Fresno,
according to the map thereof recorded June 8, 1876 in Book 1 of Plats, at Page 2, of
Fresno County Records.
Together with the Northeasterly 10.00 feet of the Alley of said Block 63, lying adjacent
to said Lots 11 through 15 and lying within that portion of said Alley vacated by
Resolution No. 81-12, recorded January 20, 1981 in Book 7660 at Page 329, as
Instrument No. 5856, Official Records of Fresno County.
APN: 466-214-27
Parcel Four:
Lots 7 through 10, inclusive, in Block 63 of the Map of the Town (now City) of Fresno,
according to the map thereof recorded June 8, 1876 in Book 1 of Plats, at Page 2, of
Fresno County Records.
Excepting therefrom the Northwesterly 12.00 feet of said Lot 7.
Together with the Northeasterly 10.00 feet of the Alley of said Block 63, lying adjacent
to the above described property.
APN: 466-214-28
EXHIBIT 3
Preliminary Report Top Sheet
♦ HELP US STAY ON TOP OF YOUR TRANSACTION
IF ANY OF THESE QUESTIONS ARE ANSWERED "YES", OR IF YOU HAVE QUESTIONS
ABOUT THE BELOW, PLEASE CONTACT YOUR ESCROW OFFICER IMMEDIATELY
i
♦ Have any of the principals recently filed bankruptcy?
♦ Do any of the principals plan to use a power of attorney?
♦ Are any of the principals going through a divorce? (if so, is there an attorney involved?)
♦ Is anyone currently vested in title deceased? Has a new Tax I.D. Number been
established?
♦ Do any of the principals NOT have a valid photo identification?
♦ Is there construction work in progress or incomplete construction?
o Any construction completed in the last year?
o Any construction completed in the last 4 months?
♦ Is there a mobile or manufactured home on the property?
♦ Are the sellers a non-resident alien or a foreign out of country seller?
♦ Is the property an investment property or not considered seller's principal residence?
♦ Will a new entity be formed? (i.e. Partnership, LLC, Corporation)
♦ If your principals are currently vested or are taking title in their trust, have bank accounts
been established in the name of the Trust?
♦ Will any of the principals be participating in a 1031 Exchange?
♦ Are any of the principals not able to sign with a Placer Title Company? If so, an approved
notary will be required.
THANK YOU FOR CHOOSING
Placer Title Company
I— 1
Placer Title Company
7643 North Ingram Avenue,Suite 101
Z.57(IMD Fresno, CA 93711
PLACER TITLE COMPANY Phone: (559)261-2910
A MOTHER LODE COMPANY
Fax: (559) 261-2963
Order No.: P-289402
Reference:
Escrow Officer: Darryl Evans
Email: devans@placertitle.com
Email Loan Docs To: 2101edocsB@placertitle.com
Proposed Insured:
Proposed Loan Amount:
Proposed Sales Price: $13,000,000.00
Proposed Buyer(s): City of Fresno, as Successor Agency of the Redevelopment Agency of the City of Fresno
Proposed Underwriter: Old Republic National Title Insurance Company
Property Address: 1241-1263 Broadway Mall, Fresno, CA 93721
PRELIMINARY REPORT
In response to the above referenced application for a policy of title insurance, Placer Title Company hereby reports
that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance
describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be
sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception 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 Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of
Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of
either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to
the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum
Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy forms should
be read. They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Attachment
One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which
are not covered under the terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of title and
may not list all liens,defects, and encumbrances affecting title to the land.
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.
Dated: August 16, 2018 at 7:30AM
Title Officer: Brian Madden
CLTA Preliminary Report(11-17-06)
Page 1 of 29
Order Number: P-289402
The form of policy of title insurance contemplated by this report is:
2006 ALTA Standard Owners Policy
2006 ALTA Extended Loan Policy
The estate or interest in the land hereinafter described or referred to covered by this report is:
Fee Simple
Title to said estate or interest at the date hereof is vested in:
Hotel Fresno Apartments, LP, a California limited partnership, as to Tract A and APEC Development,
LLC, a California limited liability company,as to Tract B
The land referred to in this report is described as follows:
See Exhibit"A"Attached for Legal Description
CLTA Preliminary Report(11-17-06)
Page 2 of 29
Order Number: P-289402
Exhibit "A"
Legal Description
The land described herein is situated in the State of California, County of Fresno, City of Fresno, described as
follows:
TRACT A:
Parcel One:
Lots 1 through 6, inclusive,and the Northwesterly 12.00 feet of Lot 7, in Block 63 of the Map of the Town
(now City) of Fresno, according to the map thereof recorded June 8, 1876 in Volume 1 of Plats, at Page 2, of
Fresno County Records.
Together with the Northeasterly 10.00 feet of that portion of the Alley of said Block 63 lying adjacent to the
above described property.
As said land is described in that Notice of Voluntary Parcel Merger No. 2016-14 recorded February 22, 2017
as Instrument No 2017-0021894 of Official Records.
APN:466-214-31
Parcel Two:
Lots 27 through 32, inclusive, and the Northwesterly 12.00 feet of Lot 26, in Block 63 of the Map of the Town
(now City) of Fresno, according to the map thereof recorded June 8, 1876 in Volume 1 of Plats, at Page 2, of
Fresno County Records.
Together with the Southwesterly 10.00 feet of that portion of the Alley of said Block 63 lying adjacent to the
above described property.
As said land is described in that Notice of Voluntary Parcel Merger No. 2017-06 recorded February 22, 2017
as Instrument No 2017-0021895 of Official Records.
APN:466-214-32
TRACT B:
Parcel One:
Lots 23 through 26, inclusive, in Block 63 of the Map of the Town (now City)of Fresno, according to the map
thereof recorded June 8, 1876 in Volume 1 of Plats, at Page 2, of Fresno County Records.
Excepting therefrom the Northwesterly 12.00 feet of said Lot 26.
Together with that portion of the Southwesterly 10.00 feet of the 20.00 foot wide Alley of said Block 63 lying
adjacent to above described property.
CLTA Preliminary Report(11-17-06)
Page 3 of 29
As said land is described in that Notice of Voluntary Parcel Merger No. 2016-13 recorded February 22, 2017
as Instrument No 2017-0021893 of Official Records.
APN:466-214-30
Parcel Two:
Lots 17 through 22, inclusive, in Block 63 of the Map of the Town (now City) of Fresno, according to the map
thereof recorded June 8, 1876 in Book 1 of Plats, at Page 2, of Fresno County Records.
Together with the Southwesterly 10.00 feet of the Alley of said Block 63, lying adjacent to said Lots 19
through 22 and lying within that portion of said Alley vacated by Resolution No. 81-12, recorded January 20,
1981 in Book 7660 at Page 329, as Instrument No.5856, Official Records of Fresno County.
APN:466-214-26
Parcel Three:
Lots 11 through 16, inclusive, in Block 63 of the Map of the Town ( now City) of Fresno, according to the map
thereof recorded June 8, 1876 in Book 1 of Plats, at Page 2, of Fresno County Records.
Together with the Northeasterly 10.00 feet of the Alley of said Block 63, lying adjacent to said Lots 11
through 15 and lying within that portion of said Alley vacated by Resolution No.81-12, recorded January 20,
1981 in Book 7660 at Page 329,as Instrument No.5856, Official Records of Fresno County,
APN:466-214-27
Parcel Four:
i
Lots 7 through 10, inclusive, in Block 63 of the Map of the Town (now City)of Fresno, according to the map
thereof recorded June 8, 1876 in Book 1 of Plats, at Page 2, of Fresno County Records.
Excepting therefrom the Northwesterly 12.00 feet of said Lot 7.
Together with the Northeasterly 10.00 feet of the Alley of said Block 63, lying adjacent to the above
described property.
APN:466-214-28
CLTA Preliminary Report(11-17-06)
Page 4 of 29
- J
Order Number: P-289402
EXCEPTIONS
At the date hereof, exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form
would be as follows:
THE FOLLOWING MATTERS AFFECT TRACT A:
I. Taxes,special and general, assessment districts and service areas for the fiscal year 2018-2019, a lien, not yet
due or payable.
2. Taxes,special and general, assessment districts and service areas for the Fiscal Year 2017-2018:
1st Installment: $872.99 Defaulted
2nd Installment: $872.99 Defaulted
Parcel Number: 466-214-20
Code Area: 005-005
Land Value: $0.00
Imp. Value: $0.00
Total Value: $0.00
Exemption Amount: $0.00
Note: First Installment is due November 1 and delinquent December 10.Second Installment is due February 1
and delinquent April 10.
i
3. Escaped Taxes,special and general, assessment districts and service areas for the Fiscal Year 2017-2018:
1st Installment: $14,031.33 Defaulted
2nd Installment: $14,031.33 Defaulted
Parcel Number: 466-214-20
Code Area: 005-005
Land Value: $250,000.00
Imp.Value: $2,000,000.00
Total Value: $2,250,000.00
Exemption Amount: $0.00
Note: First Installment is due November 1 and delinquent December 10.Second Installment is due February 1
and delinquent April 10.
4. Supplemental taxes assessed pursuant to the provisions of Chapter 3.5, (commencing with Section 75) of the
Revenue and Taxation Code of the State of California,for the fiscal year 2016-2017:
1st Installment: $3,335.51 Defaulted
Due Date: February 28, 2018
2nd Installment: $3,335.51 Defaulted
Due Date: June 30, 2018
Parcel Number: 466-214-20
Code Area: 005-005
CLTA Preliminary Report(11-17-06)
Page 5 of 29
5. The herein described property has been declared tax defaulted for non-payment of delinquent taxes for the
Fiscal Year 2017-2018 and subsequent years, if any.Sale No. 04608:
Amount to redeem prior to August 31, 2018, is$33,708.72.
Amount to redeem prior to September 30,2018, is$34,155.85.
Parcel No.: 466-214-20
6. Taxes, special and general, assessment districts and service areas for the Fiscal Year 2017-2018:
1st Installment: $136.47 Defaulted
2nd Installment: $136.47 Defaulted
Parcel Number: 466-214-23
Code Area: 005-005
Land Value: $21,900.00
Imp.Value: $0.00
Total Value: $21,900.00
Exemption Amount: $0.00
Note: First Installment is due November 1 and delinquent December 10.Second Installment is due February 1
and delinquent April 10.
7. Supplemental taxes assessed pursuant to the provisions of Chapter 3.5, (commencing with Section 75) of the
Revenue and Taxation Code of the State of California,for the fiscal year 2016-2017:
1st Installment: $67.21 Defaulted
Due Date: February 28, 2018
2nd Installment: $67.21 Defaulted
Due Date: June 30, 2018
Parcel Number: 466-214-23
Code Area: 005-005
�3. The herein described property has been declared tax defaulted for non-payment of delinquent taxes for the
Fiscal Year 2017-2018 and subsequent years, if any. Sale No. 04609:
Amount to redeem prior to August 31, 2018, is$333.41.
Amount to redeem prior to September 30, 2018, is$337.50.
Parcel No.: 466-214-23
9. Taxes, special and general, assessment districts and service areas for the Fiscal Year 2017-2018:
1st Installment: $623.51 Defaulted
2nd Installment: $623.51 Defaulted
Parcel Number: 466-214-24
Code Area: 005-005
Land Value: $85,000.00
Imp.Value: $15,000.00
Total Value: $100,000.00
Exemption Amount: $0.00
Note: First Installment is due November 1 and delinquent December 10. Second Installment is due February 1
and delinquent April 10.
10. Supplemental taxes assessed pursuant to the provisions of Chapter 3.5, (commencing with Section 75) of the
Revenue and Taxation Code of the State of California,for the fiscal year 2016-2017:
CLTA Preliminary Report(11-17-06)
Page 6 of 29
1st Installment: $307.37 Defaulted
Due Date: February 28, 2018
2nd Installment: $307.37 Defaulted
Due Date: June 30, 2018
Parcel Number: 466-214-24
Code Area: 005-005
11. The herein described property has been declared tax defaulted for non-payment of delinquent taxes for the
Fiscal Year 2017-2018 and subsequent years, if any.Sale No. 04610:
Amount to redeem prior to August 31,2018, is$1,434.13.
Amount to redeem prior to September 30, 2018, is$1,452.84.
Parcel No.: 466-214-24
12. Taxes, special and general, assessment districts and service areas for the Fiscal Year 2017-2018:
1st Installment: $31.08 Defaulted
2nd Installment: $31.08 Defaulted
Parcel Number: 466-214-29
Code Area: 005-005
Land Value: $5,000.00
Imp.Value: $0.00
Total Value: $5,000.00
Exemption Amount: $0.00
Note: First Installment is due November 1 and delinquent December 10.Second Installment is due February 1
and delinquent April 10.
13. Supplemental taxes assessed pursuant to the provisions of Chapter 3.5, (commencing with Section 75) of the
Revenue and Taxation Code of the State of California,for the fiscal year 2016-2017:
1st Installment: $15.27 Defautled
Due Date: February 28, 2018
2nd Installment: $15.27 Defaulted
Due Date: June 30, 2018
Parcel Number: 466-214-29
Code Area: 005-005
14. The herein described property has been declared tax defaulted for non-payment of delinquent taxes for the
Fiscal Year 2017-2018 and subsequent years, if any.Sale No. 04615:
Amount to redeem prior to August 31,2018, is$95.22.
Amount to redeem prior to September 30, 2018, is$96.16.
Parcel No.: 466-214-29
15. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5, (commencing with
Section 75) of the Revenue and Taxation Code, of the State of California.
16. Said land lies within the boundaries of the Fresno Metropolitan Flood Control District and is subject to the
potential payment of drainage fees and/or the requirement of construction of drainage facilities as a
condition of development, reconstruction, additions or alterations associated with said land.
CLTA Preliminary Report(11-17-06)
Page 7 of 29
If the parties involved in this transaction desire further information as to the effect this resolution may have
on said land,they may contact Fresno Metropolitan Flood Control District at(559)456-3292.
17. Any taxes or assessments levied by:
A. Parking Maintenance District No. 1
B. Downtown Property and Business Improvement District
18. The herein land lies within the Central Business District Project One Urban Renewal Plan, pursuant and
subject to all terms, conditions and provisions hereof, as contained in the Redevelopment Plan recorded May
21, 1962, as (book)4721 (page)475, Official Records.
Document Link
19. Deed of Trust to secure an indebtedness of$275,000.00, dated July 23, 1986, recorded August 5, 1986,
(instrument)86088582, Official Records.
Trustor: Gulf Exploration & Development, a California corporation
Trustee: Commonwealth Land Title Company, a California corporation
Beneficiary: Fresno Metro Parnters No. 1, a partnership
Loan No.: (None Shown)
Affects Lots 1 through 6
Document Link
The Beneficial Interest under said Deed of Trust was assigned of record to B. Robert Sill, by assignment,
recorded December 27, 1988, (instrument)88143285, Official Records.
Document Link
20. A Certificate of Existence of a Substandard Building, executed by the City of Fresno, recorded October 3,
1990, (instrument) 90120092, Official Records.
Document Link
21. Deed of Trust to secure an indebtedness of$108,627.22, dated June 22, 1990, recorded November 9, 1990,
(instrument)90138283, Official Records.
Trustor: Fresno Hotel, Inc., a California corporation
Trustee: First American Title Insurance Company, a California corporation
Beneficiary: Sheldon Chanes, Re/Max Realtors of San Francisco
Loan No.: (None Shown)
Affects Lots 1 through 6
Document Link
22. A Notice of Pending Administrative Action, executed by the City of Fresno, recorded January 14, 2004,
(instrument)2004-0010803, Official Records.
Document Link
23. A Certificate of Existence of a Dangerous Building, executed by the City of Fresno, recorded July 23, 2004,
(instrument)2004-0160819, Official Records.
Document Link
CLTA Preliminary Report(11-17-06)
Page 8 of 29
24. The terms, conditions and provisions as contained in the document entitled "Home Investment Partnerships
(Home)Agreement", by and between City of Fresno and Hotel Frezno, LLC,a California Limited Liability
Company, dated September 29, 2011, recorded November 14, 2011, as (instrument) 2011-0153295, Official
Records.
Document Link
25. The terms, conditions and provisions as contained in the document entitled "Owner Participation
Agreement", by and between Redevelopment Agency of the City of Fresno and Hotel Frezno LLC, a Delaware
limited liability company, dated March 9, 2011, recorded December 22, 2011, as (instrument) 2011-171328,
Official Records.
Document Link
26. A lien for unpaid public nuisance abatement fees, in the amount of$319.72, executed by City of Fresno,
against Hotel Frezno LLC, recorded November 25, 2013, (instrument) 2013-0161131, Official Records.
Document Link
27. Claim of Notice of Lien, in the amount of$380.99, executed by City of Fresno, against Hotel Frezno LLC, dated
July 24, 2014, recorded July 25,2014, (instrument) 2014-0082265, Official Records.
Document Link
28. A lien for unpaid public nuisance abatement fees, in the amount of$1,025.72, executed by City of Fresno,
against Hotel Fresno LLC, recorded October 30, 2014, (instrument) 2014-0123991, Official Records.
Document Link
29. Notice of Public Nuisance or Housing Violation Abatement Action by the City of Fresno, Hotel Frezno LLC,
Owner(s), recorded July 14, 2015, as (instrument) 2015-0089825, Official Records.
Document Link
30. A lien for unpaid public nuisance abatement fees, in the amount of$1,908.00, executed by City of Fresno,
against Hotel Frezno LLC, recorded September 23, 2015, (instrument)2015-0122933, Official Records.
Document Link
31. A lien for unpaid public nuisance abatement fees, in the amount of$286.60, executed by City of Fresno,
against Hotel Frezno LLC, recorded March 2, 2016, (instrument) 2016-0026694, Official Records.
Document Link
32. An easement over said land for public utilities and incidental purposes, as reserved by City of Fresno, in
Resolution No. 2016-237 recorded November 29, 2016, (instrument) 2016-0163734, Official Records, and
upon the terms and provisions contained therein.
Affects: that portion lying within the vacated Alleyway
No representation is made as to the current ownership of said easement.
Document Link
33. Deed of Trust to secure an indebtedness of$1,875,000.00, dated December 14, 2016, recorded December
16, 2016, (instrument) 2016-0173170, Official Records.
Trustor: Hotel Fresno Apartments, LP, a California limited partnership
Trustee: Commonwealth Land Title Company, a California corporation
Beneficiary: Hotel Frezno, LLC, a Delaware limited liability company
CLTA Preliminary Report(11-17-06)
Page 9 of 29
- - -
Loan No... (None Shown)
Document Link
34. Deed of Trust to secure an indebtedness of$1,900,000.00, dated November 22, 2016, recorded December
16, 2016, (instrument) 2016-0173171, Official Records.
Trustor: Hotel Fresno Apartments, LP, a California limited partnership
Trustee: Commonwealth Land Title Company
Beneficiary: City of Fresno in its capacity as the Housing Successor to the Redevelopment Agency
of the City of Fresno
Loan No.: (None Shown)
Affects Lots 1 through 6
Document Link
35. The terms, conditions and provisions as contained in the document entitled "Regulatory Agreement and
Declaration of Covenants and Restrictions", by and between City of Fresno in its capacity as the Housing
Successor to the Redevelopment Agency of the City of Fresno and Hotel Fresno Apartments, LP, a California
limited partnership, dated December 15, 2016, recorded December 16, 2016, as (instrument) 2016-0173172,
Official Records.
Affects Lots 1 through 6
Document Link
36. A Notice of Voluntary Parcel Merger No. 2016-14, and the terms and provisions contained therein, recorded
February 22, 2017, (instrument) 2017-0021894, Official Records.
Document Link
37. A Notice of Voluntary Parcel Merger No. 2017-06, and the terms and provisions contained therein, recorded
February 22, 2017, (instrument)2017-0021895, Official Records.
Document Link
38. A lien for unpaid public nuisance abatement fees, in the amount of$1,144.30, executed by City of Fresno, j
against Hotel Frezno LLC, recorded February 24, 2017, (instrument) 2017-0025560, Official Records.
Document Link
39. Deed of Trust to secure an indebtedness of$13,500,000.00, dated March 15, 2017, recorded March 17,2017,
(instrument) 2017-0034243-00, Official Records.
Trustor: Hotel Fresno Apartments, LP, a California limited partnership
Trustee: Commonwealth Land Title Company
Beneficiary: ACP-ILP, LLC, a Nevada limited liability company
Loan No.: (None Shown)
Document Link
40. Deed of Trust to secure an indebtedness of$3,037,676.00, dated March 15, 2017, recorded March 17, 2017,
(instrument) 2017-0034244-00,Official Records.
Trustor: Hotel Fresno Apartments, LP, a California limited partnership
Trustee: Commonwealth Land Title Company
Beneficiary: Deep Green Housing and Community Development,a California nonprofit public
benefit corporation
CLTA Preliminary Report(11-17-06)
Page 10 of 29
Loan No.: (None Shown)
Affects Parcel Two
Document Link
41. Deed of Trust to secure an indebtedness of$1,443,000.00, dated August 22, 2017, recorded September 13,
2017, (instrument) 2017-0115477-00, Official Records.
Trustor: Hotel Fresno Apartments, LP, a California limited partnership
Trustee: Commonwealth Land Title Company, a California corporation
Beneficiary: APEC International, LLC,a California limited liability company
Loan No.: (None Shown)
Document Link
42. Rights of tenants in possession, including any unrecorded leases and/or subleases affecting the herein
described property.
43. The requirement that a full copy of the partnership agreement and any amendments thereto be submitted
for Hotel Fresno Apartments, LP, a California limited partnership.
THE FOLLOWING MATTERS AFFECT TRACT B:
44. Taxes,special and general,assessment districts and service areas for the fiscal year 2018-2019, a lien, not yet
due or payable.
45. Taxes, special and general, assessment districts and service areas for the Fiscal Year 2017-2018:
1st Installment: $841.79 Defaulted
2nd Installment: $841.79 Defaulted
Parcel Number: 466-214-25
Code Area: 005-005
Land Value: $100,000.00
Imp.Value: $35,000.00
Total Value: $135,000.00
Exemption Amount: $0.00
Note: First Installment is due November 1 and delinquent December 10. Second Installment is due February 1
and delinquent April 10.
46. Supplemental taxes assessed pursuant to the provisions of Chapter 3.5, (commencing with Section 75) of the
Revenue and Taxation Code of the State of California,for the fiscal year 2016-2017:
1st Installment: $414.97 Defaulted
Due Date: February 28, 2018
2nd Installment: $414.97 Defaulted
Due Date: June 30, 2018
Parcel Number: 466-214-25
Code Area: 005-005
47. The herein described property has been declared tax defaulted for non-payment of delinquent taxes for the
Fiscal Year 2017-2018 and subsequent years, if any.Sale No. 04611:
Amount to redeem prior to August 31, 2018, is$1,927.43.
CLTA Preliminary Report(11-17-06)
Page 11 of 29
I
Amount to redeem prior to September 30, 2018, is$1,952.68.
Parcel No.: 466-214-25
48. Taxes,special and general, assessment districts and service areas for the Fiscal Year 2017-2018:
1st Installment: $841.79 Defaulted
2nd Installment: $841.79 Defaulted
Parcel Number: 466-214-26
Code Area: 005-005
Land Value: $100,000.00
Imp.Value: $35,000.00
Total Value: $135,000.00
Exemption Amount: $0.00
Note: First Installment is due November 1 and delinquent December 10. Second Installment is due February 1
and delinquent April 10.
49. Supplemental taxes assessed pursuant to the provisions of Chapter 3.5, (commencing with Section 75) of the
Revenue and Taxation Code of the State of California, for the fiscal year 2016-2017:
1st Installment: $414.97 Defaulted
Due Date: February 28, 2018
2nd Installment: $414.97 Defaulted
Due Date: June 30, 2018
Parcel Number: 466-214-26
Code Area: 005-005
50. The herein described property has been declared tax defaulted for non-payment of delinquent taxes for the
Fiscal Year 2017-2018 and subsequent years, if any.Sale No. 04612:
Amount to redeem prior to August 31, 2018, is$1,927.43.
Amount to redeem prior to September 30, 2018, is$1,952.68.
Parcel No.: 466-214-26
i
51. Taxes, special and general, assessment districts and service areas for the Fiscal Year 2017-2018:
1st Installment: $1,247.17 Defaulted
2nd Installment: $1,247.17 Defaulted
Parcel Number: 466-214-27
Code Area: 005-005
Land Value: $150,000.00
Imp.Value: $50,000.00
Total Value: $200,000.00
Exemption Amount: $0.00
Note: First Installment is due November 1 and delinquent December 10. Second Installment is due February 1
and delinquent April 10.
52. Supplemental taxes assessed pursuant to the provisions of Chapter 3.5, (commencing with Section 75) of the
Revenue and Taxation Code of the State of California, for the fiscal year 2016-2017:
1st Installment: $614.82 Defaulted
Due Date: February 28, 2018
CLTA Preliminary Report(11-17-06)
Page 12 of 29
2nd Installment: $614.82 Defaulted
Due Date: June 30, 2018
Parcel Number: 466-214-27
Code Area: 005-005
53. The herein described property has been declared tax defaulted for non-payment of delinquent taxes for the
Fiscal Year 2017-2018 and subsequent years, if any. Sale No. 04613:
Amount to redeem prior to August 31, 2018, is$2,843.59.
Amount to redeem prior to September 30, 2018, is$2,881.01.
Parcel No.: 466-214-27
54. Taxes, special and general, assessment districts and service areas for the Fiscal Year 2017-2018:
1st Installment: $841.79 Defaulted
2nd Installment: $841.79 Defaulted
Parcel Number: 466-214-28
Code Area: 005-005
Land Value: $100,000.00
Imp.Value: $35,000.00
Total Value: $135,000.00
Exemption Amount: $0.00
Note: First Installment is due November 1 and delinquent December 10.Second Installment is due February 1
and delinquent April 10.
55. Supplemental taxes assessed pursuant to the provisions of Chapter 3.5, (commencing with Section 75) of the
Revenue and Taxation Code of the State of California,for the fiscal year 2016-2017:
1st Installment: $414.97 Defaulted
Due Date: February 28, 2018
2nd Installment: $414.97 Defaulted
Due Date: June 30, 2018
Parcel Number: 466-214-28
Code Area: 005-005
56. The herein described property has been declared tax defaulted for non-payment of delinquent taxes for the
Fiscal Year 2017-2018 and subsequent years, if any. Sale No. 04614:
Amount to redeem prior to August 31, 2018, is$1,927.43.
Amount to redeem prior to September 30,2018, is$1,952.68.
Parcel No.: 466-214-28
57. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5, (commencing with
Section 75) of the Revenue and Taxation Code, of the State of California.
58. Said land lies within the boundaries of the Fresno Metropolitan Flood Control District and is subject to the
potential payment of drainage fees and/or the requirement of construction of drainage facilities as a
condition of development, reconstruction, additions or alterations associated with said land.
If the parties involved in this transaction desire further information as to the effect this resolution may have
on said land,they may contact Fresno Metropolitan Flood Control District at(559) 456-3292.
CLTA Preliminary Report(11-17-06)
Page 13 of 29
.. i
59. Any taxes or assessments levied by:
A. Parking Maintenance District No. 1
B. Downtown Property and Business Improvement District
60. Rights of the public and of the County of Fresno, as to that portion of the herein described property lying
s
within H Street, Fresno Street and Broadway Plaza, public roads.
61. The herein land lies within the Central Business District Project One Urban Renewal Plan, pursuant and
subject to all terms, conditions and provisions hereof, as contained in the Redevelopment Plan recorded May
21, 1962, as (book)4721, (page)475, Official Records.
Document Link
62. An easement over said land for public utilities and incidental purposes, as reserved by City of Fresno, in
Resolution No.81-12 recorded January 20, 1981, in (book)7660, (page) 329, Official Records, and upon the
terms and provisions contained therein.
Affects: that portion lying within the vacated Alleyway
No representation is made as to the current ownership of said easement.
Document Link
63. An easement over said land for streets, utilities and other public rights of way and incidental purposes, as
granted to City of Fresno, in deed recorded June 29, 1981, (book) 7745 (page) 797, Official Records.
Affects: the Easterly portion of Parcels Two and Three
No representation is made as to the current ownership of said easement.
Document Link
64. An easement over said land for high-speed rail purposes and incidental purposes,as granted to State of
California, in deed recorded May 31, 2016, (instrument) 2016-0068531, Official Records.
I
Affects: the Southerly portion of Parcels One and Two
No representation is made as to the current ownership of said easement.
Document Link
65. A Notice of Voluntary Parcel Merger No. 2016-13, and the terms and provisions contained therein, recorded
February 22,2017, (instrument) 2017-0021893, Official Records.
Document Link
66. Deed of Trust to secure an indebtedness of$300,000.00, dated March 10,2017, recorded March 10, 2017,
(instrument)2017-0031359-00, Official Records.
Trustor: APEC Development, LLC, a California limited liability company
Trustee: Commonwealth Land Title Company, a California corporation
Beneficiary: Alden Capital Partners, LLC, a Delaware limited liability company
Loan No.: (None Shown)
Document Link
CLTA Preliminary Report(11-17-06)
Page 14 of 29
67. Rights of tenants in possession, including any unrecorded leases and/or subleases affecting the herein
described property.
68. The requirement that:
a)A certified copy of the articles of organization (LLC-1 or LLC-5)for APEC Development, LLC, a California
limited liability company, a limited liability company be recorded prior to the issuance of any policy of title
insurance by this company;
b) We be provided with a copy of the operating agreement and any amendments thereto for said limited
liability company.
*************************SPECIAL INFORMATION *************************
*** CHAIN OF TITLE REPORT:
According to the public records, no deeds conveying the property described in this report have been
recorded within a period of 2 years prior to the date of this report, except as shown herein:
Grant Deed recorded November 7, 2016 as Instrument No. 2016-0154204 through 0154211 of Official
Records.
Grant Deed recorded December 16, 2016 as Instrument No. 2016-0173167 of Official Records.
Grant Deed recorded December 16, 2016 as Instrument No. 2016-0173168 of Official Records.
Grant Deed recorded December 16, 2016 as Instrument No. 2016-0173169 of Official Records.
*** LENDER'S SUPPLEMENTAL ADDRESS REPORT:
The above numbered report is hereby modified and/or supplemented to reflect the following additional
items relating to the issuance of an American Land Title Association Loan Form Policy:
Placer Title Company states that the herein described property is Commercial and that the property address
is:
1241-1263 Broadway Mall, Fresno, CA 93721
***NOTICE REGARDING MAPS
Any maps provided herewith are for reference only. The property and/or easements shown are but
approximations, and no assurances are given as to accuracy, reliability, dimensions or acreage. This will not
limit the coverage provided by a CLTA 116, 116.1 or 116.03 endorsement if issued to the policy.
*** NOTICE REGARDING FUNDS DEPOSITED IN ESCROW:
IMPORTANT NOTICE-ACCEPTABLE TYPE OF FUNDS
Please be advised that in accordance with the provisions of the California Insurance Code, Section 12413.1,
any funds deposited for the closing must be deposited into the escrow depository and cleared prior to
disbursement. Funds deposited by wire transfer may be disbursed upon receipt. Funds deposit via cashier's
CLTA Preliminary Report(11-17-06)
Page 15 of 29
checks drawn on a California based bank may be disbursed the next business day. If funds are deposited with
the Company by other methods, recording and/or disbursement may be delayed.
IMPORTANT NOTE: PLEASE BE ADVISED THAT ESCROW HOLDER DOES NOT ACCEPT CASH, MONEY ORDERS,
ACH TRANSFERS, OR FOREIGN CHECKS.
PLEASE CONTACT ESCROW REGARDING QUESTIONS ON TYPE OF FUNDS REQUIRED IN ORDER TO FACILITATE
THE PROMPT CLOSING OF THIS TRANSACTION.
NOTE: If you intend to remit multiple cashier's checks to close your escrow(which may or may not include
gift funds or third party funds) IRS cash reporting under IRS Code 8300 may be required. For this reason,you
may wish to consider wiring funds in lieu of remitting cashier's checks.
CLTA Preliminary Report(11-17-06)
Page 16 of 29
*** DISCLOSURE OF DISCOUNTS ***
You may be entitled to a discount on your title premiums and/or escrow fees if you meet any of the
following conditions:
1. You are an employee of the title insurer or Placer Title Company and the property is your
primary residence; or
2. The transaction is a loan, the purpose of which is to rebuild the improvements on the
property as a result of a governmentally declared disaster; or
3. The property is being purchased or encumbered by a religious, charitable or nonprofit
organization for its use within the normal activities for which such entity was intended.
Please advise the company if you believe any of the above discounts apply.
*** LENDER'S NOTE ***
In accordance with Executive Order 13224, and the USA Patriot Act, PLACER TITLE
COMPANY compares the names of parties to the proposed transaction to the
Specially Designated Nationals and Blocked Persons (SDN List) maintained by the
United States Office of Foreign Asset Control.
*** BUYER'S NOTE ***
If an ALTA Residential Owner's Policy is requested and if the property described herein is
determined to be eligible for this policy, the following Exceptions From Coverage will appear
in the policy:
1. Taxes or assessments which are_not shown as liens by the public records or by the
records of any taxing authority.
2. (a) Water rights, claims or title to water; (b) reservations or exceptions in patents or in
Acts authorizing the issuance thereof; (c) unpatented mining claims; whether or not the
matters exception under (a), (b) or (c) are shown by the public records.
3. Any rights, interest or claims of parties in possession of the land which are not shown
by the public records.
4. Any easements or liens not shown by the public records. This exception does not limit
the lien coverage in Item 8 of the Covered Title Risks.
5. Any facts about the land which a correct survey would disclose and which are not
shown by the public records. This exception does not limit the forced removal
coverage in Item 12 of the Covered Title Risks.
CLTA Preliminary Report(11-17-06)
Page 17 of 29
i
CLTA PRELIMINARY REPORT FORM
Attachment One (Rev 06-05-14)
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY- 1990
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or
damage, costs, attorneys'fees or expenses which arise by reason of:
1. (a)Any law, ordinance or governmental regulation (including but not limited to building or zoning laws,
ordinances, or regulations) restricting, regulating, prohibiting or relating(i)the occupancy, use, or enjoyment
of the land; (ii)the character, dimensions or location of any improvement now or hereafter erected on the
land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the
land is or was a part; or(iv) environmental protection, or the effect of any violation of these laws, ordinances
or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a
defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been
recorded in the public records at Date of Policy.
(b)Any governmental police power not excluded by(a) above,except to the extent that a notice of the exercise
thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the
land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date
of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would
be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances,adverse claims or other matters:
(a)whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to
by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured
claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured
claimant became an insured under this policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for
the insured mortgage or for the estate or interest insured by this policy.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of
Policy, or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable
doing business laws of the state in which the land is situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the
transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or
truth in lending law.
6. Any claim,which arises out of the transaction vesting in the insured the estate of interest insured by this policy
or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy,
state insolvency or similar creditors' rights laws.
EXCEPTIONS FROM COVERAGE-SCHEDULE R, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses)
which arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies
taxes or assessments on real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings,
whether or not shown by the records of such agency or by the public records.
CLTA Preliminary Report(11-17-06)
Page 18 of 29
EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART I (continued)
2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained
by an inspection of the land or which may be asserted by persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, not shown by the public records.
4. Discrepancies,conflicts in boundary lines,shortage in area, encroachments, or any other facts which a correct
survey would disclose, and which are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance
thereof; (c)water rights, claims or title to water, whether or not the matters excepted under (a), (b) or(c) are
shown by the public records.
6. Any lien or right to a lien for services, labor or material not shown by the public records.
CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13)
EXCLUSIONS
In addition to the Exceptions in Schedule B,You are not insured against loss, costs,attorneys'fees, and expenses
resulting from:
1. Governmental police power, and the existence or violation of those portions of any law or government
regulation concerning: a) building; b)zoning; c) land use; d) improvements on the Land; e) land
division; and f)environmental protection.This Exclusion does not limit the coverage described in Covered Risk
8.a., 14, 15, 16, 18, 19, 20, 23 or 27.
2. The failure of Your existing structures, or any part of them,to be constructed in accordance with applicable
building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15.
3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered
Risk 17.
4. Risks: a)that are created,allowed, or agreed to by You,whether or not they are recorded in the Public
Records;
b)that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the
Policy Date; c)that result in no loss to You; or d)that first occur after the Policy Date-this does not limit the
coverage described in Covered Risk 7,8.e., 25, 26, 27 or 28.
S. Failure to pay value for Your Title.
6. Lack of a right: a)to any land outside the area specifically described and referred to in paragraph 3 of Schedule
A; and b) in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage
described in Covered Risk 11 or 21.
7. The transfer of the Title to You is invalid as.a preferential transfer or as a fraudulent transfer or conveyance
under federal bankruptcy,state insolvency, or similar creditors' rights laws.
8. Contamination,explosion,fire, flooding,vibration,fracturing, earthquake, or subsidence.
9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other
substances.
LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows:
For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability
shown in Schedule A.
The deductible amounts and maximum dollar limits shown on Schedule A are as follows:
CLTA Preliminary Report(11-17-06)
Page 19 of 29
i
Your Deductible Amount Our Maximum Dollar
Limit of Liability
Covered Risk 16: 1%of Policy Amount or$2,500.00 $10,000.00
(whichever is less)
Covered Risk 18: 1%of Policy Amount or$5,000.00 $25,000.00
(whichever is less)
Covered Risk 19: 1%of Policy Amount or$5,000.00 $25,000.00
(whichever is less)
Covered Risk 21: 1%of Policy Amount or$2,500.00 $5,000.00
(whichever is less)
2006 ALTA LOAN POLICY(06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or
damage, costs, attorneys'fees, or expenses that arise by reason of:
1. (a)Any law, ordinance, permit,or governmental regulation (including those relating to building and zoning)
restricting, regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land;
(iii)the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 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.
CLTA Preliminary Report(11-17-06)
Page 20 of 29
EXCLUSIONS FROM COVERAGE(continued)
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:
The above policy form maybe issued to afford either Standard Coverage or Extended Coverage. In addition to the
above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the
following Exceptions from Coverage:
1. (a)Taxes or assessments that are not shown as existing liens by the records of any 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 enjoys-nent of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; .
(iii)the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does
not modify or limit the coverage provided under Covered Risk 5.
(b)Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under
Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7
or 8.
CLTA Preliminary Report(11-17-06)
Page 21 of 29
EXCLUSIONS FROM COVERAGE (continued)
3. Defects, liens, encumbrances, adverse claims, or other matters
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured
Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured
Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d)attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage
provided under Covered Risk 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for
the Title.
4. Any claim, by reason of the operation of federal bankruptcy,state insolvency, or similar creditors' rights laws,
that the transaction vesting the Title as shown in Schedule A, is
(a)a fraudulent conveyance or fraudulent transfer;or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.
5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or
attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the
Public Records that vests Title as shown in Schedule A.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the
above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the
following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage, and the Company will not pay Costs, attorneys' fees or expenses,
that arise by reason of:
[The above policy form maybe issued to afford either Standard Coverage or Extended Coverage. In addition to the
above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the
following Exceptions from Coverage:
1. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies
taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may
result in taxes or assessments, or notices of such proceedings,whether or not shown by the records of such
agency or by the Public Records.
2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by
an inspection of the Land or that may be asserted by persons in possession of the Land.
3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
4. Any encroachment, encumbrance,violation,variation, or adverse circumstance affecting the Title that would
be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public
Records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance
thereof; (c) water rights, claims or title to water,whether or not the matters excepted under (a), (b), or (c) are
shown by the Public Records.
6. Any lien or right to a lien for services, labor or material not shown by the Public Records.
7. [Variable exceptions such as taxes, easements, CC&R's, etc.shown here.]
CLTA Preliminary Report(11-17-06)
Page 22 of 29
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY(12-02-13)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or
damage, costs, attorneys'fees or expenses which arise by reason of:
1. (a)Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)
restricting, regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions,or location of any improvement erected on the Land;
(iii)the subdivision of land; or.
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does
not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16.
(b)Any governmental police power. This Exclusion 1(1)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, 11, 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.
10. Contamination, explosion,fire,flooding,vibration,fracturing, earthquake, or subsidence.
11. Negligence by a person or an Entity exercising a right to extract or develop minerals,water, or any other
substances.
CLTA Preliminary Report(11-17-06)
Page 23 of 29
_ ................
NOTICE
FEDERAL FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT OF 1980(FIRPTA)
Upon the sale of United States real property,by a non-resident alien,foreign corporation,partnership or trust,the Foreign Investment in Real
Property Tax Act of 1980(FIRPTA),and as revised by the Tax Reform Act of 1984(26 USCA 897(C)(1)(A)(1)and 26 USCA 1445),Revised by the
Path Act of 2015,These changes may be reviewed in full in H.R.2029,now known as Public Law 114-113.See Section 324 of the law for the full
text of FIRPTA changes. Effective February 27,2016,the amendments to FIRPTA contained in the PATH Act have increased the holdback rate
from 10%of gross proceeds to 15%of gross proceeds of the sale,regardless of whether the actual tax due may exceed(or be less than)the
amount withheld if ANY of the following conditions are met:
J.If the amount realized(generally the sales price)is$300,000 or less,and the property will be used by the Transferee as a residence(as
provided for in the current regulations),no monies need be withheld or remitted to the IRS.
2.If the amount realized exceeds$300,000 but does not exceed$1,000,000,and the property will be used by the Transferee as a residence,(as
provided for in the current regulations) then the withholding rate is 10%on the full amount realized(generally the sales prices)
3.If the amount realized exceeds$1,000,000,then the withholding rate is 15%on the entire amount,regardless of use by the Transferee.The
exemption'for personal use as a residence does not apply in this scenario.
If the purchaser who is required to withhold income tax from the seller fails to do so,the purchaser is subject to fines and penalties as provided
under Internal Revenue Code Section 1445.
Escrow Holder will,upon written instructions from the purchaser,withhold Federal Income Tax from the seller and will deposit said tax with
the Internal Revenue Service,together with IRS Forms 8288 and 8288-A. The fee charged for this service is$25.00 payable to the escrow
holder.
CALIFORNIA WITHHOLDING
In accordance with Sections 18662 and 18668 of the Revenue and Taxation Code,a transferee(Buyer)may be required to withhold an amount
equal to 3 1/3 percent of the sales price or an alternative withholding amount certified to by the seller in the case of a disposition of California
real property interest by either:
1. A seller who is an individual or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary or the
seller,OR
2. A corporate seller that has no permanent place of business in California.
The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be
withheld or five hundred dollars($500).
However,notwithstanding any other provision included in the California statutes referenced above,no buyer will be required to withhold any
amount or be subject to penalty for failure to withhold if:
1. The sales price of the California real property conveyed does not exceed one hundred thousand dollars($100,000.00),OR
2. The seller executes a written certificate,under the penalty of perjury,of any of the following:
a. The property qualifies as the seller's(or decedent's,if being sold by the decedent's estate)principal residence within the meaning
of Internal Revenue Code(IRC)Section 121;or
b. The seller(or decedent,if being sold by the decedent's estate)last used the property as the seller's(decedent's)principal residence
within the meaning of IRC Section 121 without regard to the two-year time period;or
c. The seller has a loss or zero gain for California income tax purposes on this sale;or
d. The property is being compulsorily or involuntarily converted and the seller intends to acquire property that is similar or related in
service or use to qualify for non-recognition of gain for California income tax purposes under IRC Section 1033;or
e. If the transfer qualifies for non-recognition treatment under IRC Section 351(transfer to a corporation controlled by the transferor)
or IRC Section 721(contribution to a partnership in exchange for a partnership interest);or
f. The seller is a corporation(or an LLC classified as a corporation for federal and California income tax purposes)that is either qualified
through the California Secretary of State or has a permanent place of Business in California;or
g. The seller is a partnership(or an LLC that is not a disregarded single member LLC and is classified as a partnership for federal and
California income tax purposes)with recorded title to the property in the name of the partnership of LLC;or
h. The seller is a tax-exempt entity under either California or federal law;or
I. The seller is an insurance company,individual retirement account,qualified pension/profit sharing plan,or charitable remainder
trust;or
j. The transfer qualifies as a simultaneous like-kind exchange within the meaning of IRC Section 1031;or
k. The transfer qualifies as a deferred like-kind exchange within the meaning of IRC Section 1031;or
I. The transfer of this property will be an installment sale that you will report as such for California tax purposes and the buyer has
agreed to withhold on each principal payment instead of withholding the full amount at the time of transfer.
The Seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement.
CLTA Preliminary Report(11-17-06)
Page 24 of 29
NOTICE
DEPOSIT OF FUNDS AND DISBURSEMENT DISCLOSURE
Unless you elect otherwise (as described below), all funds received by(the "Company") in escrow will be deposited
with other escrow funds in one or more non-interest bearing escrow accounts of the Company in a financial
institution selected by the Company. The depositor acknowledges that the deposit of funds in a non-interest bearing
demand account by Escrow Holder may result in said company receiving a range of economic benefits from the bank
in the form of services, credits,considerations, or other things of value. The depositor hereby specifically waives any
claim to such economic benefits payable to Escrow Holder resulting from non-interest bearing deposits. Unless you
direct the Company to open an interest-bearing account(as described below),the Company shall have no obligation
I to account to you in any manner for the value of, or to compensate any party for, any benefit received by the
Company and/or its affiliated company. Any such benefits shall be deemed additional compensation of the Company
for its services in connection with the escrow.
If you elect, funds deposited by you prior to the close of escrow may be placed in an individual interest-bearing
account arrangement that the Company has established with one of its financial institutions. You do not have an
IF opportunity to earn interest on the funds deposited by a lender. If you elect to earn interest through this special
account arrangement,the Company will charge you an additional fee of$50.00 for the establishment and
maintenance of the account. This fee compensates the Company for the costs associated with opening and
managing the interest-bearing account, preparing correspondence/documentation,transferring funds, maintaining
appropriate records for audit/reconciliation purposes,and filing any required tax withholding statements. It is
important that you consider this cost in your decision since the cost may exceed the interest you earn.
i
CLTA Preliminary Report(11-17-06)
Page 25 of 29
PRIVACY POLICY NOTICE
Purpose Of This Notice
Title V of the Gramm-Leach-Bliley Act(GLBA)generally prohibits any financial institution, directly or through its
affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution
provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you
and the categories of a persons or entities to whom it may be disclosed. In compliance with the GLBA,we are
providing you with this document which notifies you of the privacy policies and practices of:
i
Montana Title and Escrow Company Placer Title Company
National Closing Solutions, Inc. Placer Title Insurance Agency of Utah
National Closing Solutions of Alabama, LLC Premier Title Agency
j National Closing Solutions of Maryland, Inc. North Idaho Title Insurance Company
Texas National Title Wyoming Title and Escrow Company
We may collect nonpublic personal information about you from the following sources:
Information we receive from you, such as an application or other forms.
Information about your transactions we secure from our files, or from our affiliates or others.
• Information we receive from a consumer reporting agency.
■ Information we receive from others involved in your transaction, such as the real estate agent or lender.
Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal
information will be collected about you.
We may disclose any of the above information that we collect about our customers or former customers to our affiliates
or to nonaffiliated third parties as permitted by law.
We also may disclose this information about our customers or former customers to the following types of nonaffiliated
companies that perform marketing services on our behalf or with whom we have joint marketing agreements:
• Financial service providers such as companies engaged in banking, consumer finances, securities and
insurance.
• Nonfinancial companies such as envelope stuffers and other fulfillment service providers.
We do not disclose any nonpublic personal information about you with anyone for any
purpose that is not specifically permitted by law.
We restrict access to nonpublic personal information about you to those employees who need to know that
information in order to provide products or services to you. We maintain physical, electronic and procedural
safeguards that comply with federal regulations to guard your nonpublic personal information.
CLTA Preliminary Report(11-17-06)
Page 26 of 29
* OLD REPUBLIC 1 UBL.IC NATIONAL TITLE INSURANCE COMPANY
FACTS TD
T DOES OLD REPUBLIC TITLE
WITH YOUR PERSONAL INFORMATION?
Financial companies choose how they share your personal information. Federal law gives
consumers the right to limit some but not all sharing. Federal law also requires us to tell you how
Why? we collect,share, and protect your personal information. Please read this notice carefully to
understand what we do.
The types of personal information we collect and share depend on the product or service you have
with us. This information can include:
® Social Security number and employment information
What? o Mortgage rates and payments and account balances
■ Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this
notice.
All financial companies need to share customers' personal information to run their everyday
HOW? business. In the section below,we list the reasons financial companies can share their customers'
personal information;the reasons Old Republic Title chooses to share; and whether you can limit
this sharing.
-
Reasons we can share your personal Does Old Can you limit this
information Republic Title sharing?
share?
For our everyday business purposes-such as to process your
transactions, maintain your account(s), or respond to court Yes No
orders and legal investigations, or report to credit bureaus
For our marketing purposes-to offer our products and
No We don't share
services to you
For joint marketing with other financial companies No We don't share
For our affiliates'everyday business purposes-information Yes No
about your transactions and experiences
For our affiliates'everyday business purposes-information No We don't share
about your creditworthiness
For our affiliates to market to you No _ We don't share
For non-affiliates to market to you No We don't share
Questions Go to www.oldrep_ublictitle.com (Contact Us)
CLTA Preliminary Report(11-17-06)
Page 27 of 29
Who we are
Who is providing this Companies with an Old Republic Title name and other affiliates. Please see
notice? below for a list of affiliates.
What we do
How does Old Republic Title To protect your personal information from unauthorized access and
protect my personal use,we use security measures that comply with federal law. These
measures include computer safeguards and secured files and buildings.
information? For more information,visit
http://www.OldRepubl!cTitte.com/newnationalLContactJp3 ivacy-.
How does Old Republic Title We collect your personal information,for example,when you:
collect my personal information? C Give us your contact information or show your driver's license
Show your government-issued ID or provide your mortgage
information
a Make a wire transfer
We also collect your personal information from others,such as credit
bureaus, affiliates, or other companies. _
Why can't I limit all sharing? Federal law gives you the right to limit only:
a Sharing for affiliates' everyday business purposes—information
about your creditworthiness
Affiliates from using your information to market to you
Sharing for non-affiliates to market to you.
State laws and individual companies may give you additional rights to
limit sharing. See the "Other important information" section below for
your rights under state law.
........ ..
Definitions
Affiliates Companies related by common ownership or control. They can be
financial and nonfinancial companies
Y Our affiliates include companies with an Old Republic Title
name, and financial companies such as Attorneys'Title Fund
Services, LLC, Lex Terrae National Title Services, Inc.,
Mississippi Valley Title Services Company, and The Title
Company of North Carolina.
Non-affiliates Companies not related by common ownership or control. They can be
financial and non-financial companies.
a Old Republic Title does not share with non-affiliates so they
lcan market to you
Joint Marketing A formal agreement between non-affiliated financial companies that
together market financial products or services to you.
I _
CLTA Preliminary Report(11-17-06)
Page 28 of 29
■ Old Republic Title doesn't jointly market.
Other Important Information
Oregon residents only: We are providing you this notice under state law. We may share your personal information
(described on page one) obtained from your or others with non-affiliate service providers with whom we contract,
such as notaries and delivery services, in order to process your transactions. You may see what personal information
we have collected about you in connection with your transaction (other than personal information related to a claim
or legal proceeding). To see your information, please click on "Contact Us" at www.oldrepublictitie.com and submit
your written request to the Legal Department.You may see and copy the information at our office or ask us to mail
you a copy for a reasonable fee. If you think any information is wrong, you may submit a written request online to
correct or delete it. We will let you know what actions we take. If you do not agree with our actions,you may send
us a statement.
--------------
Affiliates Who May be Delivering This Notice
American First American First Title American Guaranty Attorneys'Title Fund Compass Abstract,
Abstract, LLC &Trust Company Title Insurance Services, LLC Inc.
....... _.. Company
eRecording Partners Genesis Abstract, LLC Kansas City L.T.Service Corp. Lenders Inspection
Network, LLC Management Group, Company
LLC
Lex Terrae National Lex Terrae, Ltd. Mara Escrow Mississippi Valley National Title Agent's
Title Services, Inc. Company Title Services Services Company
_ Company
Old Republic Branch Old Republic Old Republic Old Republic Old Republic Title
Information Services, Diversified Services, Exchange Company National Title and Escrow of
Inc. l Inc. Insurance Company _ Hawaii, Ltd.
Old Republic Title Co. Old Republic Title Old Republic Title Old Republic Title Old Republic Title
Company of Conroe Company of Indiana Company of Nevada Company of
_ Oklahoma
Old Republic Title Old Republic Title Old Republic Title Old Republic Title Old Republic Title
Company of Oregon Company of St. Louis Company of Information Insurance Agency,
Tennessee Concepts Inc.
Old Republic Title, Republic Abstract& Sentry Abstract The Title Company of Title Services, LLC
Ltd. Settlement, LLC Company North Carolina
Trident Land Transfer
Company, LLC
i
CLTA Preliminary Report(11-17-06)
Page 29 of 29
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