Menifee City Council
August 6, 2025

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AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

AND JOINT ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS ( “Agreement”) is entered into as of ____________ (“Effective Date ”), by and between CITY OF MENIFEE, a California municipal corporation (“Buyer”), and FAITH LUTHERAN CHURCH OF SUN CITY, CALIFORNIA a California nonprofit religious corporation (“Seller”), with reference to the Recitals set forth below. This Agreement shall also constitute the joint escrow instructions of Buyer and Seller to PALM TREE ESCROW, INC., a _____________________, Attention: Monica Carnathan (“Escrow Holder”).

Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

R E C I T A L S
A. Seller desires to sell the Property (as defined below) to Buyer, and Buyer desires to purchase the Property from Seller upon the terms and conditions set forth in this Agreement.

B. The Property (as defined below) consists of approximately 1.94 acres of land located in the City of Menifee (“City”), County of Riverside (“County”) in the State of California and is designated to be a park.

C. The Property is designated to be an approximately 84,500 square foot park.

F. The Parties desire to enter into this Agreement to document the purchase and sale of the Property between Seller and Buyer on all of the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings set forth here, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller hereby agree as follows:

AGREEMENT

1. Purchase and Sale of Property. Seller hereby exclusively agrees to sell, grant , and convey to Buyer, and Buyer hereby agrees to purchase from Seller, conditioned upon an approved division of Seller ’s property, the cost of which shall be paid in full by the City, the hereinafter collectively described Property:

1.1 Real Property. That certain land located in the City of Menifee, County of Riverside, State of California, and more particularly described on Exhibit “A” attached hereto and made a part hereof (the “Property”), together with any and all easements, rights-of-way, privileges, rights and appurtenances, improvements, appertaining or belonging to the Property , including, without limitation, any and all streets and roads (whether opened or proposed) abutting the Property, riparian rights, water or water rights and stock evidencing any such water rights, and/or oil, gas or other minerals laying under the Property (collectively, the “Real Property”); 2731/031858-2007
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1.2 Intangible Property. To the extent applicable or in existence, All of Seller’s right, title and interest in, to and arising out of, the Real Property and/or development entitlements related to the Real Property, including, but not limited to, all rights and obligations under Conditions, Covenants & Restrictions, applications, reports, studies, permits, licenses, plans, maps, site plans, drawings, specifications, surveys, consultant work product, warranties, guaranties, agreements, contracts, development agr eements, subdivision improvement agreements, utility rights, development rights, approvals, entitlements, indemnities, claims, actions or defenses, prepaid development fees, credits, rights of reimbursement, governmental permits, certifications, licenses, variances, specific plan amendments, general plan amendments, maps, negative declarations, environmental impact reports, CEQA findings and determinations, will serve letters and all similar rights related to the Real Property, whether granted by government al or quasi -governmental authorities or private persons or entities (collectively, the “ Intangible Property”).

1.3 Purchase Price.

1.3.1 The total purchase price (the “Purchase Price”) is FOUR HUNDRED AND FORTY-SIX THOUSAND, FIVE HUNDRED DOLLARS ($446,500). The Purchase Price shall be fixed and based upon a final appraisal conducted by Buyer. The Purchase Price is payable by wire transfer of immediately available funds in U.S. dollars via the federal bank wire transfer system delivered no later than 12:00 p.m. Pacific Standard Time on the Closing Date (as defined in Section 8 below) to Escrow Holder.

1.3.2 Within three (3) Business Days after the Agreement Date, Buyer shall deposit into escrow with the Escrow Holder the sum of Ten Thousand and No/100 Dollars ($10,000.00) as the earnest money deposit (the “Deposit”). The Escrow Holder shall deposit the Deposit into an interest -bearing account. All interest earned on such funds shall be added to the original principal amount of the Deposit and be considered part of the same. The Deposit shall be refundable to Buyer prior to the end of the Due Diligence Period (defined herein) and nonrefundable upon the conclusion of the Due Diligence Period. Upon the Close of Escrow, the Deposit shall be credited toward the Purchase Price and paid to the Seller as part of the Purchase Price. Should Escrow fail to close after the Due Diligence Period because of an uncured default or breach of this Agreement by Seller, because of Seller’s termination of its obligation to sell the Property pursuant to this Agreement, or because of an event of Force Majeure (defined herein) that prevents the Parties from performance indefinitely, the Deposit shall be forfeited by Seller and shall be returned to Buyer upon the cancelation of Escrow in accordance with this Agreement. If Escrow fails to close aft er the Due Diligence Period because of an uncured default or breach of this Agreement by Buyer, the Deposit shall be disbursed to Seller, and Buyer shall have forfeited any right under this Agreement to a return of the Deposit, upon the cancelation of Escr ow in accordance with this Agreement; in explanation of the preceding sentence, it is the expressed intent and agreement of the Parties that the payment and disbursement of the Deposit to Seller shall be Seller’s exclusive remedy in monetary damages available against Buyer for any uncured default or breach of this Agreement.

1.3.3 For purposes of this Agreement, “Force Majeure” means any accident, casualty, act of God, war or civil commotion, strike or labor troubles, earthquake, floods, invasion, insurrection, riot, mob violence, sabotage, terrorism (or threat thereof), quarantine, 2731/031858-2007
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mandatory business closures, failure of transportation, strikes, lockouts, requisition, laws, orders of government or civil or military or naval authorities, or any cause whatsoever beyond the reasonable control of the Parties , including water shortages, energy shortages or governmental preemption in connection with an act of God, a national emergency, a widespread epidemic or pandemic, or a public health emergency.

2. Title.

2.1 Title Review. Prior to the Effective Date, Buyer has reviewed and approved title to the Real Property as set forth in the Title Proforma in Exhibit “F” attached hereto (“Title Proforma”).

2.2 Additional Exceptions. In the event any supplement to or update from the Escrow Holder that would disclose additional title exceptions to the Title Performa , Buyer shall have an additional ten (10) day period following Buyer’s receipt of such supplement or update to approve or disapprove such item in its sole and absolute discretion. Any disapproval will be subject to the same notice/response provisions and right to a refund of the Deposit.

3. Due Diligence Investigations.

3.1 For purposes of this Agreement, the “Due Diligence Period” shall mean the period commencing on the Effective Date and ending at 5:00 p.m. PST on the date that is thirty (30) days after the Effective Date

3.2 Delivery of Due Diligence Materials. Within five (5) days of the Effective Date or as otherwise provided below, if not previously delivered to Buyer by Seller, Seller shall deliver to Buyer , to the extent such exists or is actually known by Seller to exist, copies of all documents, reports, agreements, or other items in its possession or control relating to the Property, including without limitation the following (collectively, the “Due Diligence Materials” attached as Exhibit “B”):
(a) Environmental Reports. To the extent such exists or is actually known by Seller to exist, all environmental reports (including any Phase 1 or Phase 2 report), soils reports, engineering data, and other information and data in the possession of Seller pertaining to the environmental condition of the Property (or any portion thereof). (b) Rental and Service Agreements : To the extent such exists or is actually known by Seller to exist (i) All current licenses, rental agreements, leases, subleases, rights of first refusal, and other agreements pertaining to the right of use, possession and/or occupancy of the Property (or any portion thereof) by any person or entity, if any (collectively referred to herein as the “Leases”); and (ii) All service contracts, property management contracts, property maintenance contracts, and other agreements pertaining to the maintenance or operation of the Property (or any portion thereof) by any person, if any (collectively referred to herein as the “Property Maintenance Contracts”).
(c) Tenant Estoppel Certificates: If there are any Leases for the Property , then by the end of the Due Diligence Period, Seller shall deliver to Buyer tenant estoppel certificates in a form approved by the Buyer in its reasonable discretion (“ Tenant Estoppel Certificate”) for all 2731/031858-2007
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Leases required to be delivered pursuant to Section 5.3(b) above, completed by Seller or Seller’s agent, and signed by all tenants and subtenants, acknowledging among other items set forth in the Tenant Estoppel Certificate: (i) that tenants’ or subtenan ts’ rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications); (ii) that no lessor defaults exist; and (iii) stating the amount of any prepaid rent or security deposit. (d) Surveys, Plans and Engineering Documents: To the extent such exists or is actually known by Seller to exist, copies, if any, of surveys, plans, specifications, and engineering documents, in Seller’s possession or control.
(e) Permits: If in Seller’s possession, copies of all permits and approvals concerning the Property, obtained from any governmental entity, including, but not limited to, certificates of occupancy, conditional use permits, development plans, and licenses and permits pertaining to the operation of the Property.
(f) Violation Notices: Any notic e of violations of any la w f iled or issued against the Property and known to Seller.
(g) Litigation Documents. Seller’s Litigation Documents as provided for in Section 3.4 of this Agreement.
(h) Miscellaneous Items: Any of the following, if actually known to Seller: (i) Any unsatisfied mechanic’s or materialman’s lien(s) affecting the Property; (ii) Any notice or notices relating to bankruptcy or receivership that touch and concern Seller or the Property; and (iii) any other documents that Buyer may reasonably request based on mutual agreement of the Parties that said documents are material to the Buyer’s review and inspection of the Property.

3.3 Inspection of Real Property. Buyer and its representatives, agents, engineers, consultants, contractors, and designees shall have the right at Buyer’s sole cost and expense to exercise the Right of Entry for, among other inspections consistent with this Agreement, the inspection of the site, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of toxic substances, hazardous materials or wastes, if any, and, at Buyer’s sole and absolute discretion, determining whether the Property is acceptable to Buyer, including to confirm availability and suitability of utilities to the Property and to verify zoning and intended uses of the Property.

3.4 Litigation Documents . Within five (5) days of the Effective Date, if not previously delivered to Buyer by Selle r, to the extent such exists or is actually known to exist, Seller shall deliver to Buyer’s designated legal counsel any and all documents and materials that are not protected by any applicable privilege that relate to pending or threatened litigation, or litigation that was pending or threatened within the last eighteen (18) months involving the Property (or any portion thereof) and/or Seller’s ownership thereof, including but not limited to correspondence that is not privileged, complaints, court orders, settlements, and judgments (the “Seller’s Litigation Documents”). Seller shall have the obligation until the Close of Escrow to have the Property free and clear, unencumbered, or otherwise subject to any matter that would subject the Property to litigation and thereby fall within Seller’s Litigation Documents. In the event that Seller becomes aware of any Seller’s Litigation Documents, Buyer shall complete or cause to be 2731/031858-2007
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completed the review of said litigation documents no later than the expiration of the Due Diligence Period, and Buyer shall have the right to terminate the Escrow and this Agreement if after review of the Seller’s Litigation Documents the Buyer determines, in its sole and absolute discretion, that Buyer cannot or should not be obligated to assume a risk of litigation that may currently be or was pending or threatened against Seller or the Property (or any portion thereof). For any Seller’s Litigation Documents delivered to Buyer no later than ten (10) days prior to the expiration of the Due Diligence Period, Buyer’s failure to deliver to Seller written notice of its approval or disapproval on or before the expiration of the Due Diligence Period shall be conclusively deemed Buyer’s approval of the assumption of the risk of litigation as evidenced by the Seller’s Litigation Documents. For any Seller’s Litigation Documents delivered to Buyer within ten (10) days prior to the expiration of the Due Diligence Period or after the end of the Due Diligence Period, Buyer shall have the right to cancel the escrow after the conclusion of the Due Diligence Period until the anticipated Closing (as defined in Section 8 below) Date; provided, however, that if Buyer, in its sole and absolute discretion, instructs the Escrow Holder to proceed to close the Escrow, notwithstanding the Seller’s Litigation Documents delivered to Seller within ten (10) days of the end of the Due Diligence Period or after the end of the Due Diligence Period, then Buyers shall be deemed to have approved the assumption of the risk of litigation as evidenced by said Seller’s Litigation Documents.

3.5 Buyer’s Disapproval During Due Diligence; Right to Termination. Buyer shall notify Seller and Escrow Holder in writing (“ Buyer’s Due Diligence Notice” ) on or before the expiration of the Due Diligence Period of Buyer’s approval or disapproval of the Due Diligence Materials, the condition of the Property (or any portion thereof), and Buyer’s investigations with respect thereto. Except as otherwise provided in this Agreement, Buyer’s disapproval of any of the Due Diligence Materials shall constitute Buyer’s election to terminate this Agreement and cancel the Escrow. Buyer’s failure to deliver Buyer’s Due Diligence Notice before the expiration of the Due Diligence Period shall be deemed Buyer’s approval thereof . If Buyer does elect to terminate under this Section, Escrow shall refund to Buyer the Earnest Money Deposit, together with interest earned thereon within five (5) business days of receipt of Buyer ’s termination notice without the necessity of further instructions from Seller and this Agreement shall terminate , and Escrow Holder shall cancel the Escrow and return any and all documents and materials received by Escrow Holder to the Party that had submitted said documents and materials . If no election to terminate the Escrow is made by Buyer by the end of the Due Diligence Period, Buyer’s due diligence investigations will be deemed complete , and the Escrow Holder may proceed to Closing of the Escrow

3.6 Buyer Due Diligence Review . Prior to the Effective Date, Buyer acknowledges that Seller has delivered or made available to Buyer the documents described in Exhibit “B” and that Buyer has performed its physical due diligence review of the Real Property and approved Due Diligence Materials).

4. Conditions Precedent . The following shall be the conditions precedent to the Parties’ obligations to consummate the purchase and sale transaction contemplated herein:

4.1 Conditions to Buyer ’s Obligations . Buyer’s obligations hereunder, including, but not limited to, its obligation to consummate the purchase transaction provided for 2731/031858-2007
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herein, are subject to the satisfaction of each of the following conditions, each of which is for the sole benefit of Buyer and may only be waived by Buyer in writing:

4.1.1 City Council Approval Delegated to City Manager or Their Designee. The City Council’s formal vote regarding the purchase of the Property is not required as the City Council has approved the purchase and development of the Property and the City Manager or their designee are authorized to complete all documentations required for the purchase of the Property.

4.1.2 California Natural Resource Agency Approval. Approval by the California Natural Resources Agency and disbursement of grant funds allocated for the purchase of the Property pursuant to this Agreement.

4.1.3 Owner’s Policy. Escrow Holder shall be irrevocably committed to issue, at the Closing a title policy in the form of the Title Proforma, including a mechanic’s lien endorsement (the “Owner’s Policy ”). Seller shall be under no obligation to sign an indemnity request by a title company as a condition to this Sale.

4.1.4 Due Performance. Seller shall not be in default under this Agreement, and shall have duly performed each and every covenant, undertaking and agreement to be performed by Seller prior to the Close of Escrow hereunder.

4.1.5 Seller’s Representations and Warranties . Each representation and warranty made in this Agreement by Seller shall be true and correct , to the best of Sellers actual knowledge, at the time as of which the same is made and as of the Close of Escrow.

4.1.6 No Pending Action. There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings, a gainst the Seller that would materially and adversely affect the Seller’s ability to unconditionally perform its obligations under this Agreement.

4.1.7 Non-Foreign Affidavit. Seller shall submit to Escrow Holder a Non-Foreign Affidavit, attached as Exhibit “G” indicating that Seller is not a foreign entity.

4.1.8 Escrow Holder Receipt of Instruments. Escrow Holder holds all instruments, including the fully executed and acknowledged Grant Deed, and has all funds required for the Closing and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement

4.2 Buyer’s Waiver of Conditions. Buyer may at any time or times on or before the Close of Escrow, in its sole and absolute discretion, waive any of the conditions precedent to Buyer’s obligations under Section 4.1 or otherwise and consummate the sale, but any such waiver shall be effective only if contained in a writing signed by Buyer and delivered to Seller. In the event any of the conditions precedent for the benefit of Buyer that are contained in this Agreement are not completely fulfilled and satisfied, then in addition to any other rights or remedies Buyer may have, Buyer may terminate its obligation to purchase the Property, and (a) the Deposit and all accrued interest thereon shall immediately be returned to Buyer by Escrow Holder without the 2731/031858-2007
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necessity of any further instructions from the Parties (excluding the Independent Consideration), less any amounts due to Escrow Holder from Buyer pursuant to this Agreement, (b) Buyer ’s obligation to purchase, and Seller’s obligation to sell, the Property shall terminate, and (c) neither Party shall have any further obligation to the other except as otherwise provided in this Agreement.

4.3 Conditions to Seller ’s Obligations . Seller’s obligations hereunder, including, but not limited to, its obligation to consummate the purchase transaction provided for herein, are subject to the satisfaction, in Seller ’s sole and absolute discretion, of each of the following conditions, each of which is for the sole benefit of Seller and may be waived by Seller in writing:

4.3.1 Buyer’s Deposit. Buyer shall Deposit Purchase Price to Escrow Holder as outlined in this Agreement.

4.3.2 Due Performance. Buyer shall not be in default under this Agreement and shall have duly performed each and every covenant, undertaking and agreement to be performed by Buyer prior to the Close of Escrow hereunder.

4.4 Notice and Cure. Notwithstanding anything contained in this Agreement to the contrary, if a Party is in breach under this Agreement (“Defaulting Party”) the other Party (“Non-defaulting Party”) shall deliver written notice to the Defaulting Party of such breach, and (a) the Defaulting Party shall have until 5:00 p.m. Californi a time on the date that is ten (10) business days after the Defaulting Party’ s receipt of such written notice to cure the breach, and (b) the Defaulting Party shall not be in default under this Agreement if the Defaulting Party cures such breach on or prior to 5:00 p.m. California time on the date that is ten (10) business days after the Defaulting Party’s receipt of such written notice.

5. Seller’s Representations, Warranties, and Covenants.

5.1 Representations, Warranties, and Covenants of Seller. Seller hereby makes the following representations, warranties, and covenants to Buyer (which Buyer is relying upon), which representations are true in all respects as of the Effective Date and shall remain true in all respects as of the Closing.

5.1.1 Due Authorization. The execution, delivery and performance of this Agreement by Seller have been duly authorized by the requisite action on the part of Seller, and no other authorization or consent is required therefor. No approvals, authorizations or consents of any public body or any other person or entity (except for those already obtained) are necessary in connection with this Agreement or the transactions contemplated hereby. This Agreement constitutes the legal, valid, and binding obligation of Seller, and is enforceable in accordance with its terms against Seller.

5.1.2 Litigation. There is no adverse claim, litigation or administrative proceeding or investigation pending or, to Seller’s actual knowledge, threatened, that does or will affect the Seller or the Property.

5.1.3 Violations of Law. To Seller’s actual knowledge, the operation, use, development, and ownership of the Property does not violate any ordinance, rule, law, 2731/031858-2007
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regulation, requirement, or order of any governmental or quasi -governmental authority or any agency, body, or subdivision thereof and no investigation has been commenced or is contemplated respecting such possible violation. No notices of any current violation of governmental regulations, ordinances, or laws relating to the Property have been received by Seller or, to Seller’s knowledge, entered against Seller, and, to Seller’s knowledge, no such violations exist.

5.1.4 Violation of Agreements. Neither this Agreement nor anything provided to be done hereunder, including but not limited to, the transfer, assignment, and sale of the Property, violates or shall violate any contract, agreement or instrument to which Seller is a party or that affects the Property or any part thereof.

5.1.5 Defaults. Seller is not in default under, nor has Seller received, any notice that any event has occurred which with the giving of notice or the passage of time, or both, would constitute a default under, any agreement, obligation, liability, covenant, condition, restriction, easement, or encumbrance pertaining to any of the Property.

5.1.6 Hazardous Materials . Neither Seller, nor to Seller’s actual knowledge, nor any other person, has ever caused or permitted any hazardous material regulated by any Federal, state or local statute, law, ordinance, code, rule, regulation, order or decree, regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material to be placed, held, located or disposed of on, under or at the Property, and to Seller’s knowledge, the Property has never been used (whether by Seller or by any other person) as a treatment, storage or disposal site (whether permanent or temporary) for any such hazardous material.

5.1.7 Bankruptcy. To Seller’s actual knowledge, no attachments or execution proceedings and no assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or threatened against Seller or concerning all or part of the Property, nor are any of such pro ceedings contemplated by Seller, nor has Seller ever been a debtor under any case commenced under the United States Bankruptcy Code.

5.1.8 Due Diligence Materials. To Seller’s actual knowledge, and to the extent any exist, the Due Diligence Materials delivered to or inspected by Buyer pursuant to the terms hereof are complete and true and correct copies of such documents or original counterparts thereof and Seller is aware of no material inaccuracy in or material misrepresentation of the matters contained therein.

5.1.9 Agreements Affecting the Real Property . To Seller’s actual knowledge, there are no commitments to or agreements with any federal, state or local governmental agencies, public utilities, predecessor owners, adjacent landowners or other parties affecting the Real Property, except as reflected in the Title Proforma or Due Diligence Materials, which would impose any improvement, financial or other, obligations on Buyer.

5.1.10 Pending Actions . To Sellers actual knowledge, t here are no pending or, to the best of Seller’s actual knowledge, threatened zoning changes or variances with respect to the Project; nor has anyone initiated any request or application for a zoning change or variance with respect to the Property. There are no pending or, to the best of Seller’s knowledge, 2731/031858-2007
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threatened changes in access to the Property. There are no pending or, to the best of Seller’s knowledge, threatened reassessments or special tax assessments against the Property.

5.2 Representative. The phrase “actual knowledge” as used in this Section 5 shall mean the present and conscious awareness of Mike McGavran without any investigation or duty of investigation. Seller’s knowledge does not include constructive knowledge, imputed knowledge, or knowledge Seller does not have but could have obtained through further investigation or inquiry. Seller hereby represents and warrants that Mike McGavran is the person with the most knowledge of the Property.

5.3 Operation of the Property Prior to Close of Escrow. From the Effective Date until the earlier of the Closing or the termination by Buyer or Seller of its obligation to complete the transfer of the Property, Seller covenants and agrees to all of the following:

5.3.1 Operations. Seller shall (A) maintain property and liability insurance related to the Property at the level and with the insurance companies that Seller currently maintains, and (B) comply with all federal, state, local and other laws, ordinances, rules, regulations and orders affecting or governing the use, occupancy, ownership or maintenance of the Property and promptly furnish Buyer with copies of any and all written notices or communications that it receives from any person, governmental or quasi -governmental entities regarding any violation by Seller of any such laws. Seller shall not (except as otherwise specifically permitted or required pursuant to this Agreement, or as otherwise agreed or permitted by Buyer in writing in Buyer’s sole and absolute discretion) do any of the following: (i) grant, create , allow, cause or consent to the creation of any easement, right-of-way, encumbrance, lien, restriction, or assessment on title that affects the Property, (ii) amend, extend or otherwise modify the terms of any existing lease, easement, right -of-way, encumbrance, lien, restriction or assessment that affects the Property, (iii) sell, transfer or otherwise convey or terminate, amend or otherwise modify any Intangible Property, (iv) enter into any further or amend any existing agreements, contracts or leases with respect to the Property, (v) default under any contract, agreement, lease or obligation with respect to the Property and shall promptly furnish Buyer with copies of any and all written notices or communications that it receives from any tenants, lenders or governmental or quasi - governmental entities regarding any claim of violation or default by Seller with respect to the use, occupancy, ownership or physical condition of the Property, or (vi) not cause, consent to or allow any material adverse change to the physical condition of the Real Property.

5.4 Additional Disclosures. Seller shall promptly advise Buyer in writing of any material adverse change in the condition of any of the Property, the occurrence of any event or the discovery of any fact which would render any representation or warranty of Seller to Buyer in this Agreement untrue or materially misleading, and any written notice or other communication from any third person alleging that the consent of such third person is or may be required in connection with the transactions contemplated by this Agreement.

5.5 Until the Closing, if Seller learns of any fact or condition which would cause any of the warranties and representations in this Section not to be true as of the Closing, Seller shall immediately give written notice of such fact or condition to Buyer. 2731/031858-2007
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5.6 In addition to any other indemnification obligations set forth in this Agreement, Seller agrees, to the extent of percentage of Sellers fault, to indemnify, protect and hold harmless Buyer, its officers, employees and agents from and against all claims, damages, costs, liabilities and expenses of any kind whatsoever paid, incurred or suffered by or asserted against the Property, or any indemnified party directly or indirectly arising from or attributable to any breach by Seller of any of its warr anties or representations set forth in this Agreement. This provision shall survive Close of Escrow or any termination of this Agreement.

5.7 Survival of Representations , Warranties, and Covenants . The express representations, warranties, and covenants made in this Agreement shall survive the Close of Escrow and shall not merge into any instrument or conveyance delivered at the Close of Escrow.

5.7.1 Remedies and Cure Rights . Seller shall give Buyer immediate written notice of any representations, warranties, or covenants of Seller that become untrue during the term of this Agreement. In the event that, prior to the Closing, Buyer has actual knowledge of any breach by Seller of any representation or warranty under this Agreement (which representation Seller has not intentionally caused to become untrue and was true when made on the Effe ctive Date), then (a) prior to the Closing, Buyer shall have no right or remedy against Seller for such breach of which Buyer has actual knowledge, unless such inaccuracy or breach is material, continues to exist on the Closing Date, in which case Buyer may elect (as its sole right and remedy) not to consummate the Closing and, instead, elect to terminate this Agreement in which case the Deposit shall be immediately returned to Buyer by Escrow Holder without the need for any additional instructions from the parties or extend the Closing Date for up to thirty (30) days to allow Seller to cure such breach; and (b) if, notwithstanding Buyer having actual knowledge of such breach prior to Closing Date, the Closing occurs then, after such Closing, Buyer shall have no right or remedy against Seller on account of such breach. In the event that Buyer elects to terminate this Agreement pursuant to the preceding sentence, Buyer shall be required to first deliver a written notice to Seller which shall set forth the nature of the breach. Notwithstanding the foregoing or anything herein t o the contrary, in the event that Seller intentionally causes a representation to become untrue and/or a Seller representation was untrue when made on the Effective Date, Buyer shall have all rights and remedies available at law or in equity as a result of such breach, including without limitation the right to an immediate return of its Deposit without the need for any additional instructions from the parties

6. Seller’s Closing Deliveries . Not less than three (3) business days prior to the Closing Date, Seller shall deliver or cause to be delivered to Escrow Holder the following items:

6.1 One (1) fully executed and acknowledged grant deed conveying the Real Property in the form attached hereto as Exhibit “C” (“Grant Deed”) with all documentary transfer tax information to be inserted on the Grant Deed by Escrow Holder;

6.2 A Certificate of Non-Foreign Status duly executed by Seller certifying that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, together with the equiva lent California form (Form 593) confirming that Seller is not subject to withholding of any portion of the Purchase Price by Buyer pursuant to the California Revenue & Taxation Code (collectively, the “Non-Foreign Affidavits”); 2731/031858-2007
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6.3 One (1) fully executed original of an assignment agreement (the “Assignment”) conveying to Buyer t he Intangible Property in the form attached hereto as Exhibit “D”.

6.4 One (1) fully executed original of a bill of sale (the “ Bill of Sale ”) in the form attached hereto as Exhibit “E”;

6.5 An owner ’s affidav it, in favor of the Escrow Holder , and any other document, instrument or agreement necessary to consummate the transactions contemplated herein reasonably requested by Buyer or Escrow Holder.

6.6 All other funds, items, and instruments required from Seller, Escrow Holder, or Title Company (executed and acknowledged where appropriate) as may be reasonably necessary, and agreed to by Seller, in order for the Escrow Holder to comply with the provisions of this Agreement and consummate the transaction.

6.7 All applicable state and federal tax documents as required by law.

7. Buyer’s Closing Deliveries . On or before the Closing Date in order to effectuate the Closing on the Closing Date, Buyer shall deliver to Escrow Holder the following items:

7.1 The balance of the Purchase Price.

7.2 Certificate of Acceptance in substantially the same form as attached to the Grant Deed.

7.3 Any other documents, instruments, or agreements necessary to consummate the transactions contemplated herein reasonably requested by Seller or Escrow Holder.

8. Escrow and Closing.

8.1 Escrow Instructions . When this Agreement or counterparts hereof shall have been executed by Seller and Buyer and delivered to Escrow Holder, it shall constitute Escrow Holder’s escrow instructions. Any standard form escrow instructions submitted by Escrow Holder or any other clarification or addition to the instructions contained herein shall, when executed by Buyer and Seller, constitute additional escrow instructions. In the event of any conflict between such additional instructions and this Agreement, the terms of this Agreement shall prevail.

8.2 Closing. The “Close of Escrow” or “Closing” means the date on which the Grant Deed conveying title to the Property to Buyer is recorded. The Close of Escrow shall occur on the date that is forty-five (45) days after Final Completion (“Closing Date”). Notwithstanding anything contained in this Agreement to the contrary, Buyer shall have the right, at any time and in its sole and absolute dis cretion, to designate a Closing Date earlier than the Closing Date otherwise described in this Section 8.2 by giving Seller and Escrow Holder written notice of Buyer’s earlier-designated Closing Date at least ten (10) days in advance of such earlier-designated Closing Date (“Early Closing Notice”). Buyer shall also have the right, in its sole and absolute discretion to revoke an Early Closing Notice by giving Seller written notice within five (5) days of delivery of the Early Closing Notice.
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8.3 Close of Escrow . Provided that Escrow Holder shall not have received written notice in a timely manner from Buyer or Seller of the failure of any condition to the Close of Escrow or of the termination of this Agreement, and if and when Buyer and Seller have deposited into Escrow the funds and documents required by this Agreement, and Escrow Holder is irrevocably committed to issue the Owner ’s Policy concurrently with the Close of Escrow, Escrow Holder shall:

8.3.1 Record Documents. Cause the Grant Deed to be recorded in the Official Records of the County in which the Property is located;

8.3.2 Deliver to Buyer. Immediately upon the recording of the Grant Deed, deliver to Buyer: (i) a conformed copy of the Grant Deed; (ii) the Non-Foreign Affidavits; (iii) a fully executed original of the Assignment; (iv) a fully executed original of the Bill of Sale; (v) any funds deposited by Buyer, and any interest earned thereon, in excess of the amount required to be paid by Buyer hereunder; and (vi) the Owner’s Policy issued by Escrow Holder.

8.3.3 Deliver to Seller. Immediately upon the recording of the Grant Deed, deliver to Seller the balance of the Purchase Price, after satisfying the closing costs, prorations and adjustments to be paid by Sell er, upon Seller ’s approval, pursuant to this Agreement.

9. Closing Costs. Buyer shall pay all Escrow Holder’s escrow fee, any charges for extended title coverage and any additional title endorsements requested by Buyer , all of the city, county and/or other documentary transfer stamps, taxes and/or fees; and all other closing costs and charges, including for all of Escrow Holder ’s charges for endorsements to the Owner ’s Policy required to cure Title Objections that Seller has agreed to cure pursuant to Section 3 hereof and Escrow Holder’s charges for the Owner’s Policy including a mechanic’s lien endorsement . The foregoing provisions of this Section 9 notwithstanding, should the obligations of Buyer to purchase, and Seller to sell, the Property be terminated in accordance with this Agreement, Buyer and Seller shall each pay one -half (1/2) of the cost of the escrow cancellation fees and other amounts due Escrow Holder and the Escrow Holder; provided, however, that should this Escrow be terminated as a result of the default by one of the Parties hereto, the defaulting Party shall pay the entire amount of the cancellation fees and other amounts due Escrow Holder and the Escrow Holder, and the non-defaulting Party shall have no liability therefor. Buyer and Seller shall each pay their own attorneys’ fees in connection with the preparation and negotiation of this Agreement and in connection with the consummation of the transactions contemplated hereby.

10. Prorations. All non-delinquent taxes and assessments applicable to the Property, including, without limitation, all property taxes and assessments shall be prorated as of the Close of Escrow on the basis of the actual number of days of the month that have elapsed as of the Close of Escrow and based upon a three hundred sixty- five (365) day year. Taxes before and after Closing shall be paid by Buyer.

11. Further Assurances. Seller will, whenever and as often as it shall be requested by Buyer, and Buyer will, whenever and as often as it shall be requested by Seller to do any and all acts and to execute, acknowledge and deliver any and all documents as so reasonably requested in order to carry out the intent and purpose of this Agreement, including without limitation, execution 2731/031858-2007
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of any easement agreements with adjacent real property owners reasonably necessary for the Project.

12. Buyer Default; Liquidated Damages . If the sale of the Property fails to close as a result of a default by Buyer, Seller’s sole remedy at law and in equity shall be to declare a default, terminate the Agreement by delivery of written notice to Buyer, and retain the Deposit and all interest earned thereon pursuant to this Agreement as liquidated damages.

BUYER RECOGNIZES THAT SELLER’S INTEREST IN THE PROPERTY WILL BE UNAVAILABLE FOR SALE DURING THE EXISTENCE OF THIS AGREEMENT.

WITH THE FLUCTUATION IN LAND VAL UES, THE UNPREDICTABLE STATE OF

THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING

MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES AND OTHER

FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF

THE PROPERTY, IT IS REALIZED BY THE PARTIES THAT IT IS EXTREMELY

DIFFICULT AND IMPRACTICABLE TO ASCERTAIN WITH ANY DEGREE OF

CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY

SELLER IN THE EVENT BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE ESCROW FOR THE PROPERTY, AS REQUIRED HEREIN. THE PARTIES, HAVING

UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES SELLER

WOULD SUFFER IN SUCH EVENT, HAVE DETERMINED THAT THE AMOUNT OF

THE EARNEST MONEY DEPOSIT SHALL BE DISBURSED TO SELLER BY ESCROW

HOLDER AND SHALL BE DEEMED FULLY EARNED AS LIQUIDATED DAMAGES, AND THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE. BY INITIALING

BELOW, THE PARTIES AGREE TO THE PROVISIONS OF THIS SECTION AND

ACKNOWLEDGE THAT SUCH REMEDY OF SELLER AS SET FORTH HEREIN

SHALL BE THE EXCLUSIVE REMEDY OF SELLER, AT LAW AND IN EQUITY, BY

REASON OF SUCH DEFAULT OF BUYER, EXCEPT ANY RIGHTS OF SELLER THAT

BY THEIR TERMS SPECIFICALLY SURVIVE THE TERMINATION OF THIS

AGREEMENT, AND EXCEPT FOR ALL RIGHTS AND REMEDIES WHICH SELLER

MAY HAVE AT LAW OR EQUITY OR UNDER THIS AGREEMENT IN CONNECTION WITH SELLER’S ENFORCEMENT OF THIS SECTION 11.2 INCLUDING, WITHOUT LIMITATION, SELLER’S RIGHT TO RECOVER ATTORNEYS’ FEES AND COSTS INCURRED IN CONNECTION THEREWITH.

Initials:

Seller Buyer

13. Risk of Physical Loss. Buyer shall be obligated to acquire the Property pursuant to this Agreement, notwithstanding that the Property is damaged by fire or other casualty prior to the Closing Date, provided that (i) the Property can be repaired for less than TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), (ii) the cost to repair such damage is covered by insurance maintained by or for Seller, (iii) Seller transfers and assigns to Buyer all insurance proceeds and all rights to receive insurance proceeds by reason of such damage, and (iv) Seller credits to the account of Buyer in Escrow the amount of any deductible under Seller’s insurance.

Any such casualty is hereinafter referred to as a “non -material insured casualty.” In the event of any such non-material insured casualty, the Closing shall be postponed for a reasonable period of 2731/031858-2007
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time, not to exceed thirty (30) days to determine the cost to repair such damage. In the event of (a) the inability of Seller and Buyer to agree upon the cost to repair a non- material insured casualty by the date that is thirty (30) days after the scheduled Closing Date or (b) a casualty damage to the Property other than a non-material insured casualty, Buyer may, at its option, either terminate this Agreement by giving written notice of such termination to Seller within ten (10) days of the lapse of the aforementioned thirty (30) day period or of Buyer’s receipt of written notice of such casualty from Seller (which notice must include Seller’s certification as to whether or not Seller’s insurance plus Seller’s deductible will be sufficient to cover the cost to repair such casualty), as applicable, or elect to proceed with its purchase of the Property, in which event Seller shall transfer and assign to Buyer all insurance proceeds and all rights to receive insurance proceeds by reason of such damage and shall credit Buyer’s account in Escrow the amount of any deductible under Seller’s insurance. If the right to receive any such insurance proceeds to be assigned to Buyer is not assignable by Seller to Buyer, Buyer may nevertheless elect to close the Escrow, in which event Seller shall credit to Buyer at the Close of Escrow the amount of insurance S eller is entitled to receive following the Close of Escrow. If Buyer proceeds or is obliged to proceed with Closing following any casualty, Buyer shall be obligated to promptly repair the damage, and following the completion of the repair and the payment of all costs incurred thereby (including lost rent and other income), Buyer shall pay to Seller any insurance proceeds assigned to Buyer (or any amount credited to Buyer) to the extent the same exceeds the final cost of the repair. In the event that Buyer has the right and elects to terminate this Agreement, this Agreement and the Escrow established hereunder shall terminate and Escrow Holder shall immediately return the Deposit to Buyer, after which the parties shall have no further obligations to each other (except for those obligations of Buyer hereunder which survive termination).

14. Notices. Any notice, request, demand, instruction, or other document (each of which is herein called a “Notice”) to be given hereunder to any Party shall be in writing and shall be delivered to the person at the appropriate address set forth below by personal service (including express or courier service), by electronic communication, or by certified mail, postage prepaid, return receipt requested, as follows:

If to Seller, to:

Faith Lutheran Church of Sun City, California
28200 Portsmouth Dr.

Menifee, CA 92586
Attention: Michael McGavran
Email: [email protected]
Telephone: 949-500-7986
With a copy to:

Diane Swarts
[email protected]
949-500-7986
If to Buyer, to: City of Menifee
29844 Haun Rd
Menifee, CA 92586
Attention: Community Services Director
Telephone: 951-723-3880
E-Mail: [email protected]
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With a copy to: Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor
Menifee, CA 92612
Attention: Jeffrey T. Melching, Esq.

Telephone: (714) 641-3422
E-mail: [email protected]
If to Escrow
Holder, to:
__________________________
__________________________
Palm Tree Escrow, Inc.

Attention: Monica Carnathan
Telephone: 951-698-7902
E-Mail: [email protected]
A copy of any Notice given by Buyer or Seller to the other prior to the Close of Escrow shall also be given to Escrow Holder as above provided. Notices so submitted shall be deemed to have been given (i) on the date personally served, if by personal service, (ii) on the date of confirmed dispatch, if by electronic communication, (iii) the next day if delivered by overnight delivery via Federal Express or another reputable overnight delivery service ; or (iv) forty-eight (48) hours after the deposit of same i n any United States Post Office mailbox in the state to which the Notice is addressed, or seventy -two (72) hours after deposit in any such post office box other than in the state to which the notice is addressed, postage prepaid, addressed as set forth above. The addresses and addressees, for the purpose of this Section, may be changed by giving written notice of such change in the manner herein provided for giving notice. Unless and until such written Notice of change is received, the last address and addr essee stated by written Notice, or provided herein if no such written Notice of change has been received, shall be deemed to continue in effect for all purposes hereunder. Buyer and Seller hereby agree that notices may be given hereunder by the parties’ respective counsel and that, if any communication is to be given hereunder by Buyer’s or Seller’s counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section.

15. Condemnation. In the event that, prior to the Close of Escrow, any governmental entity (other than the City of Menifee) shall commence an y proceedings of or leading to eminent domain or similar type proceedings to take all or any portion of the Property, this Agreement shall terminate, and Buyer’s Deposit shall be returned.

16. Miscellaneous Provisions.

16.1 No Waiver. The waiver by one Party of the performance of any covenant, condition or promise shall not invalidate this Agreement nor shall it be considered a waiver by such Party of any other covenant, condition or promise hereunder. The waiver by either or both Parties of the time for performing any act shall not constitute a waiver of the time for performing any other act or identical act required to be performed at a later time. The exercise of any remedy provided by law and the provisions of this Agreeme nt for any remedy shall not exclude other consistent remedies unless they are expressly excluded. 2731/031858-2007
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16.2 Construction. As used in this Agreement, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context indicates. This Agreement shall be construed as a whole and in accordance with its fair meaning, the captions being for convenience only and not intended to fully describe or define the provisions in the portions of the Agreement to which they pertain. Each Party hereto, and counsel for each Party hereto, has reviewed and revised this Agreement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation or construction of this Agreement. This document shall, in all respects, be governed by the laws of the State of California applicable to agreements executed and to be wholly performed within the State of California.

16.3 Merger/Integration. The Parties intend this paragraph to be a conclusive recital of fact pursuant to Section 622 of the California Evidence Code. This Agreement and the Exhibits attached hereto supersede any prior agreement, oral or written, and contain the entire agreement between the Parties on the subject matter hereof. This Agreement (including the Exhibits attached hereto) is intended to be a final expression of the agreement of the Parties and is an integrated agreement within the meaning of Section 1 856 of the California Code of Civil Procedure. No subsequent agreement, representation or promise made by either Party hereto, or by or to any employee, officer, agent or representative of either Party shall be of any effect unless it is in writing and executed by the Party to be bound thereby. There are no contemporaneous separate written or oral agreements between the Parties in any way related to the subject matter of this Agreement.

16.4 Amendments. This Agreement may not be modified, changed, supplemented, superseded, canceled, or terminated, except by written instrument signed by the Parties hereto.

16.5 Counterparts. This Agreement and any modifications, amendments or supplements thereto may be executed in several counterparts, and all so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all Parties are not signatories to the original or the same counterpart. The Parties may also deliver executed copies of this Agreement to each other by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. No party may raise the use of any image transmission device or method or the fact that any signature was transmitted as an image as a defense to the enforcement of this Agreement except to the extent such was not accurate (digital fraud). At the request of either party, the Parties will confirm signatures by signing and delivering an original document.

16.6 Survival. All covenants and agreements made herein shall survive the execution and delivery of this Agreement, the Close of Escrow, the recording of the Grant Deed conveying the Property to Buyer and all deliveries contemplated herein.

16.7 Computation of Periods. All periods of time referred to in this Agreement shall inc lude all Saturdays, Sundays and State or Federal holidays, unless the period of time specifies “business days,” in which case such period of time shall exclude Saturdays, Sundays and State and Federal holidays; provided that if the date or last date to perform any act or give any 2731/031858-2007
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notice with respect to this Agreement shall fall on a Saturday, Sunday or State or Federal holiday, such act or notice may be timely performed or given on the next succeeding day that is not a Saturday, Sunday or State or Federal holiday. For purposes of this Agreement, the phrase “ State and Federal holiday” shall refer to any day in which the Escrow Holder, Escrow Holder and/or the Office of the County Recorder for the County of Riverside is/are closed for business.

16.8 Exclusive Agreement . Notwithstanding the Covenants, Conditions, and Restrictions entered into by the Seller and buyer, this Agreement is an exclusive arrangement between the Parties and, after execution, neither Seller nor its agents, affiliates, or employees shall negotiate or otherwise deal in the sale of the Property with anyone other than Buyer until this Agreement is terminated in accordance with its terms.

16.9 No Obligation to Third Parties . Except as expressly set forth in this Agreement, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the Parties hereto, to any person or entity other than each other.

16.10 Legal Fees. If either Buyer or Seller brings any action or suit against the other for any matter relating to or arising out of this Agreement, then the prevailing party in such action or dispute, whether by final judgment or settlement, shall be entitled to recover from the other party all costs and expenses of suit, including actual attorneys’ fees and expert witness fees.

Any judgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expe nses of suit, including actual attorneys ’ fees incurred in enforcing, perfecting and executing such judgment.

16.11 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

16.12 Venue and Choice of Law. This Agreement shall be interpreted pursuant to the laws of the State of Calif ornia. This agreement was made and entered into in the County of Riverside.
[Signature page follows.]
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IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the Effective Date.

SELLER:

FAITH LUTHERAN CHURCH OF SUN CITY,

CALIFORNIA
a California nonprofit religious corporation
By:

Name: Mike McGavran
Title: Authorized Representative
By:

Name: Diane Swarts
Title: Authorized Representative

BUYER:

CITY OF MENIFEE,
a California municipal corporation

By:

Name: Armando Villa
Title: City Manager

Attest:

By: ________________________
City Clerk

Approved as to form:

By:_________________________
City Attorney
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CONSENT OF ESCROW HOLDER
The undersigned Escrow Holder hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Holder under said Agreement, (iii) to make all filings required under Section 6045 of the Internal Revenue Code of 1986, as amended, and (iv) be bound by said Agreement in the performance of its duties as Escrow Holder; provided, however, the undersigned shall have no obligations, liability or responsibility under (a) this consent or otherwise, unless and until said Agreement, fully signed by the Parties, has been delivered to the undersigned, or (b) any amendment to said Agreement unless and until the same is delivered to the undersigned.

Dated: ______________

By:

Name:

Title:

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EXHIBIT “A”
-1-
EXHIBIT “A” TO AGREEMENT

LEGAL DESCRIPTION OF PROPERTY
That certain real property located in the City of Menifee, County of Riverside , State of California, more particularly described as:

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EXHIBIT “A”
-2-

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EXHIBIT “A”
-3-

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EXHIBIT “B”
-1-
EXHIBIT “B” TO AGREEMENT

DUE DILIGENCE MATERIALS

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EXHIBIT “C”
-1-
EXHIBIT “C” TO AGREEMENT

GRANT DEED

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Menifee

Attention:

AND MAIL TAX STATEMENTS TO:

Same as above.

(Space Above Line For Recorder’s Use Only)
DOCUMENTARY TRANSFER TAX IS $ _________________________ …..Computed on the consideration or value of property conveyed, OR …..Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax – Firm Name

GRANT DEED

FOR VALUE RECEIVED, FAITH LUTHERAN CHURCH OF SUN CITY,
CALIFORNIA a California nonprofit religious corporation (“Grantor”), hereby grants to CITY OF MENIFEE, a California municipal corporation (“Grantee”), all that certain real property situated in the City of Menifee, County of Riverside, State of California, described on Exhibit “A” attached hereto (the “Property”), together with (a) all improvements owned by Grantor and located on the Property and all fixtures contained in any such improvements, and (b) any and all easements, rights-of-way, privileges, rights and appurtenances benefiting, appertaining or belonging to the Property, including, without limitation, any and all streets and roads (whether opened or proposed) abutting the Property, riparian rights, water or water rights and stock evidencing any such water rights, and/or oil, gas or other minerals laying under the Property. [Signature page follows.]

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EXHIBIT “C”
-2-
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of ______________, 2025 but to be effective upon recordation.

GRANTOR:

FAITH LUTHERAN CHURCH OF SUN CITY,

CALIFORNIA
a California nonprofit religious corporation
By:

Name: Mike McGavran
Title: Authorized Representative
By:

Name: Diane Swarts
Title: Authorized Representative

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EXHIBIT “C”
-3-
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of ______________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

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EXHIBIT “C”
-4-
Exhibit “A” to Grant Deed
Description of Property

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EXHIBIT “C”
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Exhibit “A” to Grant Deed

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EXHIBIT “C”
-6-
Exhibit “A” to Grant Deed

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EXHIBIT “C”
-7-

Exhibit “B” to Grant Deed

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EXHIBIT “C”
-8-
Exhibit “B” to Grant Deed

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EXHIBIT “D”
-1-
EXHIBIT “D” TO AGREEMENT

GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT ( “Agreement”) is entered into as of this _____ day of ______________, 2025, by FAITH LUTHERAN CHURCH OF SUN CITY, CALIFORNIA, a California nonprofit religious corporation (“Assignor”), in favor of CITY OF MENIFEE, a California municipal corporation ( “Assignee”), in connection with that certain Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions between Assignor as the “Seller” and Assignee as the “Buyer” dated as of _____________ ___, 2025, as the same has been or may be amended (the “ Purchase Agreement”) pursuant to which Assignor agreed to sell to Assignee the “Property” described therein. All terms with initial capital letters shall have the meaning ascribed thereto in the Purchase Agreement except as otherwise defined herein.

NOW, THEREFORE, in consideration of the covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Assignment. Assignor hereby unconditionally assigns and transfers to Assignee all of Assignor’s right, title and interest in, to and arising out of the Property and/or development entitlements related to the Property (including any pending applications), including, but not limited to, all reports, studies, permits, licenses, rights of way, plans, maps, site plans, drawings, specifications, surveys, consultant work product, warranties, guaranties, agreements, c ontracts, development agreements, subdivision improvement agreements, utility rights, development rights, approvals, entitlements, indemnities, claims, actions or defenses, prepaid development fees, credits, rights of reimbursement, governmental permits, certifications, licenses, variances, specific plan amendments, variances, site plans, general plan amendments, maps, negative declarations, environmental impact reports, CEQA findings and determinations, will serve letters and all similar rights related to the Property, whether granted by governmental or quasi-governmental authorities or private persons or entities and all Due Diligence Materials (as defined in the Purchase Agreement).

2. Further Assurances . Assignor shall execute and deliver to the Assignee any additional instrument or other document that Assignee reasonably requests to evidence the assignment of the assigned rights hereunder promptly upon request. Assignor shall cooperate and assist Assignee in obtaining any consents required to effectuate this Agreement. [Signature page follows.]

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EXHIBIT “D”
-2-
IN WITNESS WHEREOF, the Assignor has executed this Agreement as of the year and date first above written.

FAITH LUTHERAN CHURCH OF SUN CITY,

CALIFORNIA,
a California nonprofit religious corporation
By:

Name: Mike McGavran
Title: Authorized Representative
By:

Name: Diane Swarts
Title: Authorized Representative

EXHIBIT “E” TO AGREEMENT

BILL OF SALE
THIS BILL OF SALE ( “Bill of Sale ”) is made as of _____________________, 20__, (“Effective Date ”), by FAITH LUTHERAN CHURCH OF SUN CITY, CALIFORNIA, a California nonprofit religious corporation (“Seller”), in favor of CITY OF MENIFEE, a California municipal corporation, (“Buyer”), with reference to the following facts:

WHEREAS, Seller and Buyer entered into that certain Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions, dated as of August ___, 2025, by and between Seller and Buyer, as the same has been or may be amended (the “Purchase Agreement”), respecting the sale of certain Property, which includes any personal property. All capitalized terms used herein, unless indicated to the contrary, have the meanings ascribed to them in the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, Seller hereby grants, sells, transfers, assigns, conveys and delivers to Buyer any personal property benefitting, appertaining, or belonging to the Property.

Seller shall, upon request by Buyer, execute and deliver to Buyer such additional documents as Buyer may reasonably request in order to assign and transfer fully to and vest in Buyer all rights, title or interest in and to any personal property, or to enable Buyer to realize upon or otherwise enjoy such rights and property.

This Bill of Sale shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of Buyer and Seller.IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the Effective Date of this Bill of Sale.

SELLER:

FAITH LUTHERAN CHURCH OF SUN CITY,

CALIFORNIA,
a California nonprofit religious corporation
By:

Name:

Title:

By:

Name:

Title:

EXHIBIT “F” TO AGREEMENT

TITLE PROFORMA
[PROVIDED BY THE TITLE COMPANY]

© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

This is a ProForma Policy, which provides no insurance coverage, furnished to or on behalf of the proposed insured. This ProForma does not reflect the present status or condition of title and is not a commitment to insure the estate or interest or to provide any affirmative coverage shown herein. Any commitment must be an expressly written undertaking issued on the appropriate forms of the Company. This ProForma Policy solely indicates the form and content of the Policy which the Company may issue if all necessary documents are furnished, all acts are performed, and all requirements set forth in the title commitment covering this property (or that may be required by underwriting) are met to the satisfaction of the Company CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22)

ISSUED BY

STEWART TITLE GUARANTY COMPANY
This policy, when issued by the Company with a Policy Number and the Date of Policy, is valid even if this policy or any endorsement to this policy is issued electronically or lacks any signature.

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Condition 17.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, STEWART TITLE GUARANTY COMPANY, a Texas corporation (the “Company”), insures as of the Date of Policy and, to the extent stated in Covered Risks 9 and 10, after the Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. The Title being vested other than as stated in Schedule A.

2.Any defect in or lien or encumbrance on the Title. Covered Risk 2 includes, but is not limited to, insurance against loss from:
a. a defect in the Title caused by:
i. forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; ii. the failure of a person or Entity to have authorized a transfer or conveyance; iii. a document affecting the Title not properly authorized, created, executed, witnessed, sealed, acknowledged, notarized (including by remote online notarization), or delivered; iv. a failure to perform those acts necessary to create a document by electronic means authorized by law; v. a document executed under a falsified, expired, or otherwise invalid power of attorney; vi. a document not properly filed, recorded, or indexed in the Public Records, including the failure to have performed those acts by electronic means authorized by law;
vii. a defective judicial or administrative proceeding; or viii. the repudiation of an electronic signature by a person that executed a document because the electronic signature on the document was not valid under applicable electronic transactions law.

Authorized Countersignature
Stewart Title of California, Inc.
11870 Pierce Street, Ste 100
Riverside, CA 92505
Agent ID: 05020A
For coverage information or assistance resolving a complaint, call (800) 729-1902 or visit www.stewart.com. To make a claim, furnish written notice in accordance with Section 3 of the Conditions.

© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

b. the lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. c. the effect on the Title of an encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment (including an encroachment of an improvement across the boundary lines of the Land), but only if the encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment would have been disclosed by an accurate and complete land title survey of the Land.

3.Unmarketable Title.

4.No right of access to and from the Land.

5.A violation or enforcement of a law, ordinance, permit, or governmental regulation (including those relating to building and zoning), but only to the extent of the violation or enforcement described by the enforcing governmental authority in an Enforcement Notice that identifies a restriction, regulation, or prohibition relating to:
a. the occupancy, use, or enjoyment of the Land;
b. the character, dimensions, or location of an improvement on the Land; c. the subdivision of the Land; or
d. environmental remediation or protection on the Land.

6.An enforcement of a governmental forfeiture, police, regulatory, or national security power, but only to the extent of the enforcement described by the enforcing governmental authority in an Enforcement Notice.

7.An exercise of the power of eminent domain, but only to the extent:
a. of the exercise described in an Enforcement Notice; or b. the taking occurred and is binding on a purchaser for value without Knowledge.

8.An enforcement of a PACA-PSA Trust, but only to the extent of the enforcement described in an Enforcement Notice.

9.The Title being vested other than as stated in Schedule A, the Title being defective, or the effect of a court order providing an alternative remedy:
a. resulting from the avoidance, in whole or in part, of any transfer of all or any part of the Title to the Land or any interest in the Land occurring prior to the transaction vesting the Title because that prior transfer constituted a:
i. fraudulent conveyance, fraudulent transfer, or preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors’ rights law; or
ii. voidable transfer under the Uniform Voidable Transactions Act; or b. because the instrument vesting the Title constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors’ rights law by reason of the failure:
i. to timely record the instrument vesting the Title in the Public Records after execution and delivery of the instrument to the Insured; or
ii. of the recording of the instrument vesting the Title in the Public Records to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10.Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to the Date of Policy and prior to the recording of the deed or other instrument vesting the Title in the Public Records.

DEFENSE OF COVERED CLAIMS
The Company will also pay the costs, attorneys’ fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE
The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1.a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to:
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or
iv. environmental remediation or protection.
b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b.

Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6.

2.Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. © 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

3.Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or
e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy.

4.Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights law, that the transaction vesting the Title as shown in Schedule A is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer:
i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or
ii. for any other reason not stated in Covered Risk 9.b.

5.Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8.

6.Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b.

7.Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land.

CONDITIONS

1.DEFINITION OF TERMS
In this policy, the following terms have the meanings given to them below. Any defined term includes both the singular and the plural, as the context requires:
a. “Affiliate”: An Entity:
i. that is wholly owned by the Insured;
ii. that wholly owns the Insured; or
iii. if that Entity and the Insured are both wholly owned by the same person or entity. b. “Amount of Insurance”: The Amount of Insurance stated in Schedule A, as may be increased by Condition 8.d. or decreased by Condition 10 or 11; or increased or decreased by endorsements to this policy. c. “Date of Policy”: The Date of Policy stated in Schedule A. d. “Discriminatory Covenant”: Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. e. “Enforcement Notice”: A document recorded in the Public Records that describes any part of the Land and:
i. is issued by a governmental agency that identifies a violation or enforcement of a law, ordinance, permit, or governmental regulation;
ii. is issued by a holder of the power of eminent domain or a governmental agency that identifies the exercise of a governmental power; or
iii. asserts a right to enforce a PACA-PSA Trust.
f. “Entity”: A corporation, partnership, trust, limited liability company, or other entity authorized by law to own title to real property in the State where the Land is located.
g. “Insured”:
i. (a). The Insured named in Item 1 of Schedule A;
(b). the successor to the Title of an Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;
(c). the successor to the Title of an Insured resulting from dissolution, merger, consolidation, distribution, or reorganization;
(d). the successor to the Title of an Insured resulting from its conversion to another kind of Entity; or © 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

(e). the grantee of an Insured under a deed or other instrument transferring the Title, if the grantee is:
(1). an Affiliate;
(2). a trustee or beneficiary of a trust created by a written instrument established for estate planning purposes by an Insured;
(3). a spouse who receives the Title because of a dissolution of marriage; (4). a transferee by a transfer effective on the death of an Insured as authorized by law; or (5). another Insured named in Item 1 of Schedule A.
ii. The Company reserves all rights and defenses as to any successor or grantee that the Company would have had against any predecessor Insured.
h. “Insured Claimant”: An Insured claiming loss or damage arising under this policy. i. “Knowledge” or “Known”: Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. j. “Land”: The land described in Item 4 of Schedule A and improvements located on that land at the Date of Policy that by State law constitute real property. The term “Land” does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is insured by this policy. k. “Mortgage”: A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law.
l. “PACA-PSA Trust”: A trust under the federal Perishable Agricultural Commodities Act or the federal Packers and Stockyards Act or a similar State or federal law.
m. “Public Records”: The recording or filing system established under State statutes in effect at the Date of Policy under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a purchaser for value without Knowledge. The term “Public Records” does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters.
n. “State”: The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term “State” also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. o. “Title”: The estate or interest in the Land identified in Item 2 of Schedule A. p. “Unmarketable Title”: The Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or a lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2.CONTINUATION OF COVERAGE
This policy continues as of the Date of Policy in favor of an Insured, so long as the Insured:
a. retains an estate or interest in the Land;
b. owns an obligation secured by a purchase money Mortgage given by a purchaser from the Insured; or c. has liability for warranties given by the Insured in any transfer or conveyance of the Insured’s Title.

Except as provided in Condition 2, this policy terminates and ceases to have any further force or effect after the Insured conveys the Title. This policy does not continue in force or effect in favor of any person or entity that is not the Insured and acquires the Title or an obligation secured by a purchase money Mortgage given to the Insured.

3.NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured must notify the Company promptly in writing if the Insured has Knowledge of:
a. any litigation or other matter for which the Company may be liable under this policy; or b. any rejection of the Title as Unmarketable Title.

If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under this policy is reduced to the extent of the prejudice.

4.PROOF OF LOSS
The Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy that constitutes the basis of loss or damage and must state, to the extent possible, the basis of calculating the amount of the loss or damage.

5.DEFENSE AND PROSECUTION OF ACTIONS
a. Upon written request by the Insured and subject to the options contained in Condition 7, the Company, at its own cost and without unreasonable delay, will provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company has the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those covered causes of action. The Company is not liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of any cause of action that alleges matters not insured against by this policy. b. The Company has the right, in addition to the options contained in Condition 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that, in its opinion, may be necessary or desirable to establish the Title, as © 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it is liable to the Insured. The Company’s exercise of these rights is not an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under Condition 5.b., it must do so diligently.
c. When the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court having jurisdiction. The Company reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6.DUTY OF INSURED CLAIMANT TO COOPERATE
a. When this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured will secure to the Company the right to prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose.

When requested by the Company, the Insured, at the Company’s expense, must give the Company all reasonable aid in:
i. securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement; and ii. any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter, as insured.

If the Company is prejudiced by any failure of the Insured to furnish the required cooperation, the Company’s liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation, regarding the matter requiring such cooperation. b. The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos, whether bearing a date before or after the Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant must grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all the records in the custody or control of a third party that reasonably pertain to the loss or damage. No information designated in writing as confidential by the Insured Claimant provided to the Company pursuant to Condition 6 will be later disclosed to others unless, in the reasonable judgment of the Company, disclosure is necessary in the administration of the claim or required by law. Any failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in Condition 6.b., unless prohibited by law, terminates any liability of the Company under this policy as to that claim.

7.OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company has the following additional options:
a.To Pay or Tender Payment of the Amount of Insurance
To pay or tender payment of the Amount of Insurance under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.

Upon the exercise by the Company of this option provided for in Condition 7.a., the Company’s liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation. b.To Pay or Otherwise Settle with Parties other than the Insured or with the Insured Claimant i. To pay or otherwise settle with parties other than the Insured for or in the name of the Insured Claimant. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or ii. To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either option provided for in Condition 7.b., the Company’s liability and obligations to the Insured under this policy for the claimed loss or damage terminate, including any obligation to defend, prosecute, or continue any litigation.

8.CONTRACT OF INDEMNITY; DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by an Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. This policy is not an abstract of the Title, report of the condition of the Title, legal opinion, opinion of the Title, or other representation of the status of the Title. All claims asserted under this policy are based in contract and are restricted to the terms and provisions of this policy. The Company is not liable for any claim alleging negligence or negligent misrepresentation arising from or in connection with this policy or the determination of the insurability of the Title.
a. The extent of liability of the Company for loss or damage under this policy does not exceed the lesser of:
i. the Amount of Insurance; or
ii. the difference between the fair market value of the Title, as insured, and the fair market value of the Title subject to the matter insured against by this policy.
b. Except as provided in Condition 8.c. or 8.d., the fair market value of the Title in Condition 8.a.ii. is calculated using the date © 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

the Insured discovers the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy. c. If, at the Date of Policy, the Title to all of the Land is void by reason of a matter insured against by this policy, then the Insured Claimant may, by written notice given to the Company, elect to use the Date of Policy as the date for calculating the fair market value of the Title in Condition 8.a.ii.
d. If the Company pursues its rights under Condition 5.b. and is unsuccessful in establishing the Title, as insured:
i. the Amount of Insurance will be increased by 15%; and ii. the Insured Claimant may, by written notice given to the Company, elect, as an alternative to the dates set forth in Condition

8.b. or, if it applies, 8.c., to use either the date the settlement, action, proceeding, or other act described in Condition 5.b. is concluded or the date the notice of claim required by Condition 3 is received by the Company as the date for calculating the fair market value of the Title in Condition 8.a.ii.
e. In addition to the extent of liability for loss or damage under Conditions 8.a. and 8.d., the Company will also pay the costs, attorneys’ fees, and expenses incurred in accordance with Conditions 5 and 7.

9.LIMITATION OF LIABILITY
a. The Company fully performs its obligations and is not liable for any loss or damage caused to the Insured if the Company accomplishes any of the following in a reasonable manner:
i. removes the alleged defect, lien, encumbrance, adverse claim, or other matter; ii. cures the lack of a right of access to and from the Land; or iii. cures the claim of Unmarketable Title,
all as insured. The Company may do so by any method, including litigation and the completion of any appeals. b. The Company is not liable for loss or damage arising out of any litigation, including litigation by the Company or with the Company’s consent, until a State or federal court having jurisdiction makes a final, non-appealable determination adverse to the Title.
c. The Company is not liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. d. The Company is not liable for the content of the Transaction Identification Data, if any.

10.REDUCTION OR TERMINATION OF INSURANCE
All payments under this policy, except payments made for costs, attorneys’ fees, and expenses, reduce the Amount of Insurance by the amount of the payment.

11.LIABILITY NONCUMULATIVE
The Amount of Insurance will be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after the Date of Policy and which is a charge or lien on the Title, and the amount so paid will be deemed a payment to the Insured under this policy.

12.PAYMENT OF LOSS
When liability and the extent of loss or damage are determined in accordance with the Conditions, the Company will pay the loss or damage within 30 days.

13.COMPANY’S RECOVERY AND SUBROGATION RIGHTS UPON SETTLEMENT AND PAYMENT a. If the Company settles and pays a claim under this policy, it is subrogated and entitled to the rights and remedies of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person, entity, or property to the fullest extent permitted by law, but limited to the amount of any loss, costs, attorneys’ fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant must execute documents to transfer these rights and remedies to the Company. The Insured Claimant permits the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.
b. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company defers the exercise of its subrogation right until after the Insured Claimant fully recovers its loss. c. The Company’s subrogation right includes the Insured’s rights to indemnity, guaranty, warranty, insurance policy, or bond, despite any provision in those instruments that addresses recovery or subrogation rights.

14. POLICY ENTIRE CONTRACT
a. This policy together with all endorsements, if any, issued by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy will be construed as a whole. This policy and any endorsement to this policy may be evidenced by electronic means authorized by law. b. Any amendment of this policy must be by a written endorsement issued by the Company. To the extent any term or provision of an endorsement is inconsistent with any term or provision of this policy, the term or provision of the endorsement controls. Unless the endorsement expressly states, it does not:
i. modify any prior endorsement,
ii. extend the Date of Policy,
iii. insure against loss or damage exceeding the Amount of Insurance, or © 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

iv. increase the Amount of Insurance.

15.SEVERABILITY
In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, this policy will be deemed not to include that provision or the part held to be invalid, but all other provisions will remain in full force and effect.

16.CHOICE OF LAW AND CHOICE OF FORUM
a.Choice of Law
The Company has underwritten the risks covered by this policy and determined the premium charged in reliance upon the State law affecting interests in real property and the State law applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the State where the Land is located.

The State law of the State where the Land is located, or to the extent it controls, federal law, will determine the validity of claims against the Title and the interpretation and enforcement of the terms of this policy, without regard to conflicts of law principles to determine the applicable law.
b.Choice of Forum
Any litigation or other proceeding brought by the Insured against the Company must be filed only in a State or federal court having jurisdiction.

17.NOTICES
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: Stewart Title Guaranty Company; Attention: Claims Department, P. O. Box 2029, Houston, Texas 77252- 2029.

18.CLASS ACTION

ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS POLICY, INCLUDING ANY SERVICE OR OTHER

MATTER IN CONNECTION WITH ISSUING THIS POLICY, ANY BREACH OF A POLICY PROVISION, OR ANY OTHER CLAIM

OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS POLICY, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

19.ARBITRATION
a. All claims and disputes arising out of or relating to this policy, including any service or other matter in connection with issuing this policy, any breach of a policy provision, or any other claim or dispute arising out of or relating to the transaction giving rise to this policy, may be resolved by arbitration. If the Amount of Insurance is $2,000,000 or less, any claim or dispute may be submitted to binding arbitration at the election of either the Company or the Insured. If the Amount of Insurance is greater than $2,000,000, any claim or dispute may be submitted to binding arbitration only when agreed to by both the Company and the Insured. Arbitration must be conducted pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“ALTA Rules”). The ALTA Rules are available online at www.alta.org/arbitration. The ALTA Rules incorporate, as appropriate to a particular dispute, the Consumer Arbitration Rules and Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”). The AAA Rules are available online at www.adr.org. b. ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS

PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING IN ANY ARBITRATION GOVERNED BY CONDITION 19. The arbitrator does not have authority to conduct any class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstance.
c.If there is a final judicial determination that a request for particular relief cannot be arbitrated in accordance with this Condition 19, then only that request for particular relief may be brought in court. All other requests for relief remain subject to this Condition 19.
d. The Company will pay all AAA filing, administration, and arbitrator fees of the consumer when the arbitration seeks relief of $100,000 or less. Other fees will be allocated in accordance with the applicable AAA Rules. The results of arbitration will be binding upon the parties. The arbitrator may consider, but is not bound by, rulings in prior arbitrations involving different parties.

The arbitrator is bound by rulings in prior arbitrations involving the same parties to the extent required by law. The arbitrator must issue a written decision sufficient to explain the findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any State or federal court having jurisdiction.

CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22)

SCHEDULE A

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

Transaction Identification Data, for which the Company assumes no liability as set forth in Condition 9.d.:

Issuing Agent: Stewart Title of California, Inc.

Issuing Office: 11870 Pierce Street, Ste 100, Riverside, CA 92505 Issuing Office’s ALTA® Registry ID:

Issuing Office File Number: 2615760
Property Address: 28200 Portsmouth Drive, Menifee, CA 92586 Name and Address of Title Insurance Company Stewart Title Guaranty Company P.O. Box 2029
Houston, TX 77252-2029
Policy No.: ProForma File No.: 2615760
Amount of Insurance: $446,500.00 Premium: $1,325.00
Date of Policy:

1.The Insured is:

City of Menifee, a California municipal corporation

2.The estate or interest in the Land insured by this policy is:

Fee

3.The Title is vested in:

City of Menifee, a California municipal corporation

4.The Land is described as follows:

See Exhibit “A” Attached Hereto
CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22) EXHIBIT “A”

LEGAL DESCRIPTION

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

File No.: 2615760 Policy No.: Proforma
The land referred to herein is situated in the State of California, County of Riverside, City of Menifee and described as follows:

Being a portion of Lot 176 of Tract No. 3424, as shown by Map recorded in Book 55, Page 52 through 57, inclusive, in the City of Menifee, County of Riverside, State of California, lying with Section 29, Township 5 South, Range 3 West, San Bernardino Base and Meridian, being more particularly described as follows:

Beginning at the northwesterly corner of said Lot 176 as shown on said Map; Thence easterly along the northerly line of said Lot 176, South 87°45'45" East, a distance of 81.04 feet; Thence continuing easterly along said northerly line of said Lot 176 the following seven (7) courses:

1. South 78°32'56" East, a distance of 75.87 feet;

2. South 69°29'01" East, a distance of 75.87 feet;

3. South 60°25'04" East, a distance of 75.87 feet;

4. South 52°47'51" East, a distance of 80.19 feet;

5. South 55°26'34" East, a distance of 88.68 feet;

6. South 60°02'32" East, a distance of 88.68 feet;

7. South 64°38'30'' East, a distance of 88.68 feet to the most easterly line of said Lot 176; Thence South 23°03'31" West, a distance of 48.45 feet to the southerly line of said Lot 176; Thence South 64°01'33" West along said southerly line, a distance of 270.87 feet to the beginning of a non-tangent curve concave southerly with a Radius of 598.42 feet and a radial bearing of North 10°01'00" East; Thence northwesterly leaving said southerly line along said curve through a central angle of 02°59'02'' an arc distance of

31.16 feet to the beginning of a reverse curve concave easterly with a Radius of 3.45 feet and a radial bearing of South 13°00'01" west;
Thence northerly along said curve through a central angle of 151°03'38", an arc distance of 9.10 feet; Thence North 56°58'01'' East, a distance of 23.32 feet; Thence North 07°33'52'' West, a distance of 60.99 feet; Thence South 86°22'13" West, a distance of 6.27 feet to the beginning of a non-tangent curve concave northeasterly with a Radius of 12.90 feet and a radial bearing of South 14°52'09'' East; Thence westerly along said curve through a central angle of 95°53'38'', an arc distance of 21.59 feet; CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22) EXHIBIT “A”

LEGAL DESCRIPTION

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

Thence North 08°03'10" West, a distance of 6.88 feet;
Thence North 03°46'55" West, a distance of 13.82 feet;
Thence North 06°31'12" West, a distance of 45.10 feet;
Thence North 24°11'05" West, a distance of 130.41 feet; Thence South 84°30'21'' West, a distance of 81.81 feet; Thence North 49°35'43" West, a distance of 48.15 feet;
Thence North 06°00'39'' West, a distance of 51.00 feet; Thence South 42°15'57" West, distance of 11.22 feet to the beginning of a non-tangent curve concave northerly with a Radius of 59.89 feet and a radial bearing of South 47°37'25" East; Thence westerly along said curve through a central angle of 08°01'14", an arc distance of 8.38 feet to the beginning of a compound curve concave northeasterly with a Radius of 1.54 feet and a radial bearing of South 31°55'57" East; Thence northwesterly along said curve through a central angle of 110°27'30", an arc distance of 2.97 feet; Thence North 14°04'41" West, a distance of 1.96 feet;
Thence North 07°54'06" West, a distance of 15.35 feet to the beginning of a non-tangent curve concave southwesterly with a Radius of 39.79 feet and a radial line bearing North 86°53'34" East; Thence along said curve through a central angle of 49°18'25", an arc distance of 34.24 feet to the beginning of a compound curve concave southwesterly with a Radius of 68.75 feet and a radial bearing of North 37°35'09" East; Thence northwesterly along said curve through a central angle of 22°13'50", an arc distance of 26.67 feet; Thence North 74°38'41'' West, a distance of 10.80 feet to the beginning of a tangent curve concave northeasterly with a Radius of 47.94 feet;
Thence westerly along said curve through a central angle of 20°17'50'', an arc distance of 16.98 feet; Thence South 83°38'19" West, a distance of 11.97 feet to the beginning of a non-tangent curve concave easterly with a Radius of 3083.92 feet and a radial bearing of North 86°08'47" East, said point also being a point on the easterly right of way line of Portsmouth Drive;
Thence northerly along said easterly right of way line and said curve through a central angle of 00°26'58", an arc distance of 24.19 feet to the point of beginning.

Excepting therefrom, an undivided 52% interest in the oil and mineral rights, in, on and under the property without any right of ingress or egress or to enter upon the surface for the purpose of taking or mining any of such reserved oil or CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22) EXHIBIT “A”

LEGAL DESCRIPTION

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

minerals, as reserved by George D. Newport and Dorothea K. Newport, husband and wife, in deed recorded November 29, 1957 in Book 2185, Page 189 of Official Records.

APN: 339-072-013
(End of Legal Description)
CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22)

SCHEDULE B

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

File No.: 2615760 Policy No.: Proforma

EXCEPTIONS FROM COVERAGE
Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage.

This policy does not insure against loss or damage and the Company will not pay costs, attorneys’ fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters:

PART I

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy.

4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy.

7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B.

PART II
Taxes:

A. Intentionally deleted.

B. Intentionally deleted.

CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22)

SCHEDULE B

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

C. Intentionally deleted.

D. Intentionally deleted.

Exceptions:

1. Intentionally deleted.

2. Intentionally deleted.

3. Intentionally deleted.

4. Intentionally deleted.

5. Intentionally deleted.

6. Intentionally deleted.

7. Intentionally deleted.

8. Intentionally deleted.

9. Easement and rights incidental thereto for construction, repair, replacement, and removal of electric lines and telephone lines and cables and from time to time in the future require upon and by means of one line of poles on and along such of the right of ways herein granted, with supporting structures, crossarms, wires, guys, anchors, fixtures and appurtenances to California Electric Power Company, as set forth in a document recorded June 21, 1950, in Book 1183 Page 37, of Official Records.

10. A reservation of an undivided 52% interest in all oil and mineral rights, by George D. Newport and Dorothea K.

Newport, husband and wife in deed recorded November 29, 1957 in Book 2185, Page 189, of Official Records.

Stewart Title Guaranty Company and its issuing agent make no representation as to the present ownership of any such interests. There may be leases, grants, assignments, exceptions, or reservations of interests that are not listed.

11. Easement and rights incidental thereto for overhead electric and telephone lines, or underground conduits and lines, or both overhead and underground lines and conduits, with supporting poles, crossarms, wires, guys, anchors, conduits, cables, boxes to California Electric Power Company, a corporation and California Water & Telephone Company, a corporation, as set forth in a document recorded August 9, 1963, as Instrument No. 83962 in Book 3461 Page 532, of Official Records.

12. Matters as shown on the Tract Map No. 3424 filed in Book 55, Page(s) 52 through 57, of Maps together with any provisions and recitals contained therein.

13. Covenants, conditions, restrictions, easements, matters, charges and assessments as set forth in a document, recorded February 16, 1966 as Instrument No. 17658, of Official Records.

Said covenants, conditions and restrictions have been modified by a document, recorded March 11, 1997 as Instrument No. 80348, of Official Records.

CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22)

SCHEDULE B

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

Annexation of the covenants, conditions and restrictions as disclosed by a document recorded October 14, 1997, as Instrument No. 372156, of Official Records.

Annexation of the covenants, conditions and restrictions as disclosed by a document recorded September 15, 1998, as Instrument No. 391619, and re-recorded on November 16, 1998, as Instrument No. 494348, both of Official Records.

Said covenants, conditions and restrictions have been modified by a document, recorded September 17, 2001, as Instrument No. 2001-448597, of Official Records.

14. Easement and rights incidental thereto for provision and delivery of water to Eastern Municipal Water District, a municipal corporation, as set forth in a document recorded May 2, 1966, as Instrument No. 45718, of Official Records.

15. Easement and rights incidental thereto for construct, use, maintain, alter, add to, repair, replace, reconstruct, inspect and/or remove at any time and from time to time, an electric system consisting of underground conduits, preformed cable in ducts, vaults, manholes, pull boxes, and including above-ground transformers, pedestals, markers, and concrete pads and other appurtenant fixtures or equipment, together with the wires, cables, switches and appurtenances to Southern California Edison Company, a corporation, and California Water & Telephone Company, a corporation, as set forth in a document recorded November 23, 1966, as Instrument No. 113720, of Official Records.

16. Intentionally deleted.

17. Easement and rights incidental thereto for underground electrical supply systems and communication systems, consisting of wires, underground conduits, cables, vaults, manholes, handholes, and including above-ground enclosures, markers, and concrete pads and other appurtenant fixtures and equipment necessary or useful for distributing electrical energy and for transmitting intelligence by electrical means to Southern California Edison Company, a corporation, as set forth in a document recorded May 27, 2015, as Instrument No. 2015-0219280, of Official Records.

18. Intentionally deleted.

19. Intentionally deleted.

20. Intentionally deleted.

21. Intentionally deleted.

End of Exceptions

EXHIBIT “G” TO AGREEMENT

AFFIDAVIT OF NON-FOREIGN ENTITY
TO: CITY OF MENIFEE (“Buyer”)
The Internal Revenue Code of 1954 (“Code”) (26 U.S.C. Sections 1445, 7701) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.

To inform the transferee that withholding of tax is not required upon transfer of that certain U.S. real property interest described on Exhibit “A” hereto, and incorporated herein by reference (“Property”), that the undersigned (“Seller”) hereby certifies the following:

1. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and

2. The U.S. taxpayer identification number for Seller is _____________________; and

3. The address for mailing purposes of Seller is: __________________________________; and

4. Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury, I declare that I have examined this Certification and to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Seller.