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Home My WebLink AboutAgenda Packet _02262024 A G E N D A MEETING OF THE CITY COUNCIL Monday, February 26, 2024 ~ 7:00 PM City Council Chambers 211 Eighth Street Seal Beach, California SCHELLY SUSTARSIC MAYOR Fourth District LISA LANDAU MAYOR PRO TEM Third District JOE KALMICK COUNCIL MEMBER First District THOMAS MOORE COUNCIL MEMBER Second District NATHAN STEELE COUNCIL MEMBER Fifth District This Agenda contains a brief general description of each item to be considered. No action or discussion shall be taken on any item not appearing on the agenda, except as otherwise provided by law. Supporting documents, including agenda staff reports, and any public writings distributed by the City to at least a majority of the Council Members regarding any item on this agenda are available on the City’s website at www.sealbeachca.gov. City Council meetings are broadcast live on Seal Beach TV3 and on the City's website (www.sealbeachca.gov). Check the SBTV3 schedule for the rebroadcast of meetings. The meetings are also available on demand on the City’s website (starting 2012). In compliance with the Americans with Disabilities Act of 1990, if you require disability related modifications or accommodations, including auxiliary aids or services to attend or participate in the City Council meeting, please call the City Clerk's office at (562) 431-2527 at least 48 hours prior to the meeting. CITY COUNCIL NORMS: Adopted on June 12, 2023 •Maintain a citywide perspective, while being mindful of our districts. •Move from I to we, and from campaigning to governing. •Work together as a body, modeling teamwork and civility for our community. •Assume good intent. •Disagree agreeably and professionally. •Utilize long range plans to provide big picture context that is realistic and achievable. •Stay focused on the topic at hand. Ensure each member of Council has an opportunity to speak. •Demonstrate respect, consideration, and courtesy to all. •Share information and avoid surprises. •Keep confidential things confidential. •Respect the Council/Manager form of government and the roles of each party. •Communicate concerns about staff to the City Manager; do not criticize staff in public. CIVILITY PRINCIPLES: Treat everyone courteously; Listen to others respectfully; Exercise self-control; Give open-minded consideration to all viewpoints; Focus on the issues and avoid personalizing debate; and, Embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive public process, and tools for forging sound decisions. FOLLOW US ON FACEBOOK FOLLOW US ON INSTAGRAM FOLLOW US ON TWITTER/X @CITYOFSEALBEACH @CITYOFSEALBEACHCA @SEALBEACHCITYCA @SEALBEACHRECREATION&COMMUNITYSERVICES @SEALBEACH_LIFEGUARD @SEALBEACHPOLICEDEPARTMENT @SEALBEACHPOLICE @SEALBEACHPUBLICWORKS @K9YOSA @K9.SAURUS CALL TO ORDER PLEDGE OF ALLEGIANCE COUNCIL ROLL CALL ORAL COMMUNICATIONS At this time members of the public may address the Council regarding any items within the subject matter jurisdiction of the City Council. Pursuant to the Brown Act, the Council cannot discuss or take action on any items not on the agenda unless authorized by law. Matters not on the agenda may, at the Council' s discretion, be referred to the City Manager and placed on a future agenda. Those members of the public wishing to speak are asked to come forward to the microphone and state their name for the record. All speakers will be limited to a period of five (5) minutes. Speakers must address their comments only to the Mayor and entire City Council, and not to any individual, member of the staff or audience. Any documents for review should be presented to the City Clerk for distribution. APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS ORDINANCES By motion of the City Council this is the time to notify the public of any changes to the agenda and /or rearrange the order of the agenda. PRESENTATIONS / RECOGNITIONS •49th Annual Americana Awards Presentation CITY ATTORNEY REPORT Nicholas Ghirelli, City Attorney CITY MANAGER REPORT Jill R. Ingram, City Manager COUNCIL COMMENTS General Council Member comments and reporting pursuant to AB 1234. COUNCIL ITEMS – None CONSENT CALENDAR Items on the consent calendar are considered to be routine and are enacted by a single motion with the exception of items removed by Council Members. A.Approval of the January 30, 2024 and the February 12, 2024 City Council Minutes - That the City Council approve the minutes of the Special City Council meeting held on January 30, 2024 and the Regular City Council meeting held on February 12, 2024. B.Demands on City Treasury (Fiscal Year 2024) February 26, 2024 - Ratification. C.Monthly Investment Report (January 31, 2024) - Receive and file. D.Approval of a Professional Services Agreement with Holistic Systems Integration Solutions - That the City Council adopt Resolution 7489: 1. Approving the Professional Services Agreement with Holistic System Integration Solutions for $43,687.20; and, 2. Authorizing the City Manager to execute the Agreement; and, 3. Approving Budget Amendment BA #24-08-05 to increase expenditures from Fund 103-300-0231-51303 in the amount of $80,000. E.Approval of a Sale Contract for 4197 Ironwood Avenue - That the City Council approve Resolution 7490 authorizing: 1. The sale of 4197 Ironwood Avenue, Seal Beach, CA to the highest qualified bidder; and, 2. Acceptance of net revenues into the General Fund Reserve, which will be restricted for stormwater network improvements; and, 3. The City Manager to take any necessary action to execute the sale of the property. F.Awarding and Authorizing Execution of a Public Works Agreement with Hardy & Harper, Inc. for the FY 2023-24 Annual Local Paving Program, CIP STO2 - That the City Council adopt Resolution 7491: 1. Approving the plans, specifications, and contract documents for FY 2023-24 Annual Local Paving Program, CIP STO2; and, 2. Approving and awarding a Public Works Agreement to Hardy & Harper, Inc. in the amount of $773,000, and rejecting all other bids; and, 3. Authorizing the City Manager to execute a Public Works Agreement for construction services to Hardy & Harper, Inc.; and, 4. Authorizing the City Manager to approve additional work requests up to $75,000 and inspection services up to $25,000, in connection with the Project, in the cumulative not-to-exceed amount of $100,000. G.Awarding and Authorizing the Execution of a Public Works Agreement with Hardy & Harper, Inc. for the Almond Avenue Paving Project, CIP ST2201 - That the City Council adopt Resolution 7492: 1. Approving the plans, specifications, and contract documents for Almond Avenue Paving Project, CIP ST2201; and, 2. Approving and awarding a Public Works Agreement to Hardy & Harper, Inc. in the amount of $406,000, and rejecting all other bids; and, 3. Authorizing the City Manager to execute a Public Works Agreement for construction services to Hardy & Harper, Inc.; and, 4. Authorizing the City Manager to approve additional work requests up to $40,000 and inspection services up to $15,000, in connection with the Project, in the cumulative not-to-exceed amount of $55,000. H.Awarding and Authorizing Execution of a Professional Services Agreement with Circuit Transit, Inc. for the Seal Beach Microtransit Service Pilot Program, and Budget Amendment BA #24-08-04 - That the City Council adopt Resolution 7493: 1. Awarding a Professional Services Agreement to Circuit Transit, Inc. in a not-to-exceed fixed monthly amount of $18,205 and a total not-to-exceed amount of $325,783 for the term to provide on-demand transit services for the Seal Beach Microtransit Service Pilot Program; and, 2. Authorizing and directing the City Manager to execute the Agreement; and, 3. Authorizing the City Manager to approve additional work requests up to the total amount of $20,000 in connection with the Program; and, 4. Approving Budget Amendment BA #24-08-04 allocating $182,892 from the Parking In-Lieu fund balance to the Parking In-Lieu Contract Professional account, recognizing $162,891 of grant funding in the Grant Reimbursement account, and increasing the Citywide Grants Contract Professional account by $162,891. I.Notice of Completion for the FY 2023-24 Annual Slurry Seal Program, CIP STO1 - That the City Council adopt Resolution 7494: 1. Accepting the FY 2023-24 Annual Slurry Seal Program, CIP STO1, by Petrochem Materials Innovation, LLC in the amount of $243,888.92; and, 2. Directing the City Clerk to file a “Notice of Completion” with the Orange County Clerk-Recorder within fifteen (15) days from the date of acceptance and to release retention thirty- five (35) days after recordation of the Notice of Completion contingent upon no claims being filed on the Project. J.Awarding and Authorizing Execution of Design-Build Agreement with KYA Services, LLC for the Heather Park Play Area Improvements Project, CIP PR2203/O-PR-1 - That the City Council adopt Resolution 7495: 1. Approving the conceptual design for Heather Park Play Area Improvements Project, CIP PR2203/O-PR-1 (“Project”), and delegating discretionary authority to the City Engineer to approve the final drawings before construction begins for each phase or portion of the Project; and, 2. Finding the design-build process for design and construction of the Project will provide a reduction of costs and expedite Project completion in a manner not achievable through the design, bid, and build process; and, 3. Approving and awarding a Design-Build Agreement to KYA Services, LLC in the not-to- exceed amount of $767,830.56 for the Project; and, 4. Authorizing the City Manager to execute a Design-Build Agreement to KYA Services, LLC for the Project; and, 5. Authorizing the City Manager to approve additional work requests up to a $23,753.21 and inspection services up to $6,000 in connection with the Project, in the cumulative not-to-exceed amount of $29,753.21. ITEMS REMOVED FROM THE CONSENT CALENDAR PUBLIC HEARING K.Proposition 218 Protest Public Hearing – Proposed Water and Sewer Rates Adjustment: Staff Recommendation to (1) Conclude Pending Majority Protest Process Without Action on the Proposed Rates, (2) Set New Public Hearing Date for Consideration of Water and Sewer Rates Adjustment Based on Completed Rate Study, (3) Provide Notice to Customers and Record Owners of New Public Hearing and Majority Protest Proceedings, and (4) Adopt Procedures Applicable to the Conduct of the New Public Hearing and Majority Protest Process - 1. That the City Council re-open the public hearing that was opened on February 12, 2024 and continued to February 26, 2024, take any remaining public comments, close the public hearing, conclude the pending majority protest process for the water and sewer rates adjustment, and take no further action to adopt the rates adjustment pursuant to the pending process; and, 2. Adopt Resolution 7496 to: (1) set a new public hearing to consider the proposed water and sewer rates adjustment and associated rate study; and (2) authorize the City Manager to notify customers and record owners of the proposed water and sewer rates adjustment in accordance with Proposition 218; and, 3. Adopt Resolution 7497 to adopt procedures applicable to the conduct of the public hearing majority protest proceedings. UNFINISHED / CONTINUED BUSINESS – None NEW BUSINESS – None ADJOURNMENT Adjourn the City Council to Monday, March 11, 2024 at 5:30 p.m. to meet in closed session, if deemed necessary. Agenda Item A AGENDA STAFF REPORT DATE:February 26, 2024 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Gloria D. Harper, City Clerk SUBJECT:Approval of the January 30, 2024 and the February 12, 2024 City Council Minutes ________________________________________________________________ SUMMARY OF REQUEST: That the City Council approve the minutes of the Special City Council meeting held on January 30, 2024 and the Regular City Council meeting held on February 12, 2024. BACKGROUND AND ANALYSIS: This section does not apply. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: No legal analysis is required for this item. FINANCIAL IMPACT: There is no financial impact for this item. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. RECOMMENDATION: That the City Council approve the minutes of the Special City Council meeting held on January 30, 2024 and the Regular City Council meeting held on February 12, 2024. Page 2 1 6 9 4 SUBMITTED BY: NOTED AND APPROVED: Gloria D. Harper Jill R. Ingram Gloria D. Harper, City Clerk Jill R. Ingram, City Manager Prepared by: Brandon DeCriscio, Interim Deputy City Clerk ATTACHMENTS: A. Minutes - Special Meeting - Strategic Planning Workshop, January 30, 2024 B. Minutes - Regular Session, February 12, 2024 7 3 8 3 Seal Beach, California January 30, 2024 The City Council met in a special meeting session at 9:00 a.m. at Fire Station #48 Community Room at 3131 North Gate Road in Seal Beach. Mayor Sustarsic opened the Strategic Planning Workshop by welcoming staff and the public. ROLL CALL Present: Mayor Sustarsic Council Members: Kalmick, Landau, Steele, Moore City Staff: Nicholas Ghirelli, City Attorney Jill R. Ingram, City Manager Patrick Gallegos, Assistant City Manager Michael Henderson, Chief of Police Joe Bailey, Chief, Marine Safety Department Iris Lee, Director of Public Works Alexa Smittle, Director of Community Development Barbara Arenado, Director of Finance/City Treasurer Craig Covey, Orange County Fire Authority, Fire Division Chief Gloria D. Harper, City Clerk Shaun Temple, Planning Director Katheryne Cho, Deputy Director of Public Works Mike Ezroj, Support Services Captain Lauren Barich, Management Analyst Deb Machen, Executive Assistant Facilitators: Steve Alexander, Special Advisor, Baker Tilly Carol Jacobs, Managing Director, Baker Tilly ORAL COMMUNICATIONS Mayor Sustarsic opened oral communications. Speakers: None. Mayor Sustarsic closed oral communications. City Manager Ingram welcomed Carol Jacobs and Steve Alexander with Baker Tilly and thanked them for being there. She also thanked both current and previous Councils, as well as the City’s Executive Team for their continued investment in the strategic planning process and understanding how important it is. City Manager Ingram introduced Baker Tilly’s Special Advisor, Steve Alexander, and Managing Director, Carol Jacobs. She noted that Steve and Carol have an incredible amount of expertise. She also noted that Steve and Carol are retired city managers and understand the dynamics of working with council members and know the partnership required to work with the executive management team. 7 3 8 3 City Manager Ingram also recognized and thanked City Support Staff Captain Mike Ezroj, Lieutenant Nick Bolin, Deputy Director of Public Works/City Engineer Kathryne Cho, and Management Analyst Lauren Barich. She noted that Planning Manager Shaun Temple will be arriving later in the day. City Manager Ingram acknowledged Matthew Hogan and Tim Stansbury from SBTV-3 and indicated that the audio from the meeting would be uploaded to the City’s website. Lastly, City Manager Ingram acknowledged and thanked Executive Assistant to the City Manager Deb Machen for all her hard work leading up to the workshop and today. Facilitator Carol Jacobs noted that this workshop is a study session and that nothing will be voted on and gave a brief overview of the agenda for the day and mentioned that staff comments and concerns will be anonymously addressed at the meeting. Facilitator Carol Jacobs continued with the overview of the agenda and announced the ground rules before proceeding with the workshop. Workshop Objectives: •Welcome and Call the Meeting to Order •Public Comments •Comments from Mayor Schelly Sustarsic •Comments from City Manager Jill Ingram •Review Today’s Agenda •Review Key Accomplishments and Challenges •Introduction and Context for Priority Setting Discussions •Discuss and Establish Council’s Top Priorities for FY 2024-25 •Wrap up and next steps Steve Alexander and Carol Jacobs facilitated the Strategic Planning Workshop and discussions between the Council and staff, that resulted in the establishment of top priorities for FY 2024-25. ADJOURNMENT Mayor Sustarsic adjourned the meeting at 3:05 p.m. ______________________ Gloria D. Harper, City Clerk 7 3 8 3 Approved: ___________________________ Schelly Sustarsic, Mayor Attested: ______________________ Gloria D. Harper, City Clerk Seal Beach, California February 12, 2024 The City Council met in regular session at 7:00 p.m. in the City Council Chamber. Council Member Steele led the Pledge of Allegiance. ROLL CALL Present: Mayor Sustarsic Council Members: Kalmick, Landau, Steele, Moore Absent: None City Staff: Nicholas Ghirelli, City Attorney Jill R. Ingram, City Manager Patrick Gallegos, Assistant City Manager Michael Henderson, Police Chief Joe Bailey, Marine Safety Chief Barbara Arenado, Director of Finance/City Treasurer Iris Lee, Public Works Director Gloria D. Harper, City Clerk Brandon DeCriscio, Interim Deputy City Clerk Bryan Mahon, Orange County Fire Authority Division 1 Battalion Chief Nick Nicholas, Police Captain Michael Ezroj, Police Captain Sgt. Brian Gray, Emergency Services Coordinator Kathryne Cho, Deputy Director of Public Works/City Engineer Jessica Salvador, Executive Assistant Sean Sabo, Management Analyst Tim Kelsey, Recreation Manager Shaun Temple, Planning Manager Joshua Hernandez, Code Enforcement Officer Lauren Barich, Management Analyst David Spitz, Associate Engineer PRESENTATIONS / RECOGNITIONS •Introduction of New Full Time Employees •Caltrans Pacific Coast Highway (PCH) Construction Update •Winter Storm Update •Annual Comprehensive Financial Report (ACFR) Presentation •Mayor Pro Tem Landau requested that this report be presented concurrently with Consent Calendar Item C . •National Black History Month Proclamation •Seal Beach Lions Club 85th Anniversary Proclamation 8 5 1 0 PUBLIC COMMUNICATIONS Mayor Sustarsic opened oral communications. Speaker: Patty Campbell, Tom Grbavac, Wei Finaly, Johannes Bernbeck, Tom Quinn, Hope Horning, Juni Banico, Tom McGrath, Kathy Douglas. APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS AND ORDINANCES Council Member Moore pulled item C for separate consideration. Mayor Pro Tem Landau requested that the Annual Comprehensive Financial Report (ACFR) Presentation be presented concurrently with Item C. Mayor Pro Tem Landau pulled item I for separate consideration. City Clerk Harper announced that two (2) supplemental communications were received after the posting of the agenda that were distributed to the City Council and made available to the public; however, there were a total of seven (7) supplemental communications received and made available to the Council and the public. Mayor Pro Tem Landau moved, second by Council Member Kalmick to approve the agenda. AYES: Kalmick, Landau, Moore, Steele, Sustarsic NOES: None ABSENT: None ABSTAIN: None Motion carried CITY ATTORNEY REPORT City Attorney Ghirelli had nothing to report. CITY MANAGER REPORT City Manager Ingram thanked the Council for their commitment to the Strategic Planning process. She noted the importance of the timing of the Strategic Planning Workshop and that the budget development process for Fiscal Year 2024-2025 was well underway. City Manager Ingram also highlighted that the City Council Norms and Civility Principles discussed at the Strategic Planning Workshop are now included on the agenda. She also thanked the members of the Staff Engagement Team (SET) and noted that Item J on the agenda, the refurbishing of the fountain in the City Hall Courtyard is a project that is being undertaken by the team. The fountain is no longer functioning and will be refurbished into a drought tolerant demonstration garden. Lastly, City Manager Ingram reminded everyone that City Hall and the Public Works Maintenance Yard will be closed on Monday, February 19, 2024, in observance of Presidents’ Day. 8 5 1 0 COUNCIL COMMENTS Mayor Pro Tem Landau thanked City Staff and everyone who attended the Strategic Planning Workshop. She also brought to the attention of Police Chief Henderson that during the heavy rainfall, a lot of cars were being flooded and asked him to look into finding a safe place for cars to park during a storm. Council Member Moore thanked Dominic Massetti for his service as a Planning Commissioner and congratulated him on his appointment to the Environmental Quality Control Board (EQCB). He also thanked Ben Wong for his service on the EQCB and congratulated him on his appointment to the Planning Commission. Council Member Moore reported his attendance at a Chamber of Commerce meeting, an Artificial Intelligence (AI) session at an Association of California Cities - Orange County (ACC-OC) meeting, a Citizen Council Parking Ad Hoc Committee meeting, and the Strategic Planning Workshop. He was happy to see the Information Technology (IT) Master Plan as a priority and suggested moving forward as quickly as possible. Council Member Kalmick thanked staff and his fellow Council Members for their hard work at the Strategic Planning Workshop. He also reported his attendance at the Association of California Cities – Orange County (ACC-OC) Artificial Intelligence (AI) presentation, a Southern California Association of Governments (SCAG) Environmental and Energy Committee and their Regional Council meeting. Council Member Kalmick and senior staff met with the Orange County Fire Authority (OCFA) to discuss the future of the agreement between the City of Seal Beach and the Orange County Fire Authority (OCFA), as the current agreement is set to expire in 2030. He also attended an OCFA Battalion One drill, the Citizen Council Parking Ad Hoc Committee meeting, and a surviving gun violence presentation sponsored by the Seal Beach Police Department. Council Member Steele reported his attendance at the Cal Cities Mayors and Elected Officials Academy in Monterey, where he attended several sessions, including Harassment Prevention Training for Supervisors and Officials, Developing an Effective City Council and City Manager Team, Councils Legal Powers and Obligations, Councils Policy Role in Land Use Planning, Effective Advocacy and Key City Issues, Social Media: Digital Communications and Civic Engagement, Financial Responsibilities: City Revenues Workshop, and Understanding Public Service Ethics Laws and Principles. He also reported that he met with the Golden Rain Foundation (GRF) Management regarding the potential water and sewer rate increase and the impact on the GRF budget, his attendance at the Strategic Planning Workshop, the Association of California Cities - Orange County (ACC-OC) Policy Dinner, the Citizen Council Parking Ad Hoc Committee meeting, Golden Rain Foundation President’s Council Meeting, and an Orange County Older Adult Advisory Commission (OC-OAAC) meeting, the new name for the Senior Citizen Advisory Council. Mayor Sustarsic thanked the Public Works and Police Department for all of their work during the storm. She reported that at her request, the City will be holding a Town Hall for College Park East residents regarding the storm, and the date is to be determined. She 8 5 1 0 also thanked the Orange County Fire Authority, the Seal Beach Police Department and West Orange County Community Emergency Response Team (CERT) for canvasing College Park East with fliers regarding smoke detectors and stressed the importance of changing the batteries seasonally and ensuring that smoke detectors are in working condition. Mayor Sustarsic reported her attendance at a Chamber of Commerce meeting and a networking breakfast sponsored by the Chamber, the Strategic Planning Workshop, the Citizen Council Parking Ad Hoc Committee meeting, an Orange County Sanitation District (OCSan) Operations Committee meeting, and a Southern California Parking Resource Forum. She also met with the Boy Scouts and thanked them for being involved in civic projects. She also noted her attendance at the Seal Beach Police Department surviving gun violence meeting, and a regional military affairs committee meeting. COUNCIL ITEMS There were no Council items. CONSENT CALENDAR Council Member Moore moved, second by Mayor Pro Tem Landau to approve the recommended actions on the consent calendar with exception of Items C and I. A. Approval of the January 22, 2024, City Council Minutes - That the City Council approve the minutes of the Closed Session and Regular City Council meetings held on January 22, 2024. B. Demands on City Treasury (Fiscal Year 2024) February 12, 2024 - Ratification. C. City of Seal Beach Annual Audit Reports for Fiscal Year Ending June 30, 2023 - That the City Council receive and file the following documents for fiscal year ending June 30, 2023: A. Audit Communication Letter B. Report on Internal Control C. Annual Comprehensive Financial Report (ACFR) D. Appropriations Limit Final Report. D. Council Appointment to the Environmental Quality Control Board and the Planning Commission - District Two - It is at the request of Council Member Moore that the City Council: 1. Appoint Dominic (Nick) Massetti to the Environmental Quality Control Board; and, 2. Appoint Ben Wong to the Planning Commission. E. Second Reading and Adoption of Ordinance 1708 - That the City Council adopt Ordinance 1708 titled "An Ordinance of the City of Seal Beach Amending the Seal Beach Municipal Code to Amend Certain Animal Control Regulations Relating to Dog Licensing, Rabies Contral and Other Animal Control Requirements and Prohibitions.” F. Approving and Authorizing a Resolution that City of Seal Beach Enter into A Memorandum of Understanding (MOU) With West Orange County Community Emergency Response Team (CERT) - That the City Council adopt Resolution 7484: 8 5 1 0 1. Approving the City of Seal Beach’s participation in the West Orange County Community Emergency Response Team (CERT) Memorandum of Understanding (MOU) dated October 4, 2023; and, 2. Authorizing the City Manager and the Police Chief, or their designees, to complete and sign all necessary materials to facilitate the City entering into a MOU. G. Approval for the Seal Beach Police Department to Purchase Ammunition for Police Rifles Pursuant to the City of Seal Beach “Military Equipment” Use Policy and State Law - That City Council adopt Resolution 7485 to approve the purchase of the .223 / 5.56mm ammunition for the Seal Beach Police Department, pursuant to the City’s “military equipment” use policy and state law. H. Awarding and Authorizing Execution of a Public Works Agreement with R.I.C. Construction Co., Inc. for the West End Pump Station VFD Replacement Project, CIP SD2401/BG2401ex101-WEPS - That the City Council adopt Resolution 7486: 1. Approving the plans, specifications, and contract documents for West End Pump Station VFD Replacement Project, CIP SD2401/BG2401ex101-WEPS; and, 2. Approving and awarding a Public Works Agreement to R.I.C. Construction Co., Inc. in the amount of $222,144.00, and rejecting all other bids; and, 3. Authorizing the City Manager to execute a Public Works Agreement for construction services to R.I.C. Construction Co., Inc.; and, 4. Authorizing the City Manager to approve additional work requests up to $22,144.00 and inspection services up to $5,856.00 in connection with the Project, in the cumulative not-to-exceed amount of $28,000.00. I. Approving and Authorizing Amendment No. 1 to the Professional Maintenance Services Agreement with Base Hill, Inc. for Janitorial Services - That the City Council adopt Resolution 7487: 1. Approving Amendment No. 1 to the Professional Maintenance Services Agreement with Base Hill, Inc. dated October 24, 2022, for additional janitorial services; and, 2. Increasing compensation for such additional services by $264,644.78 for a revised total contract not-to-exceed amount of $994,424.60 for the Original Three-Year Term; and, 3. Increasing compensation for such additional services by $132,322.39 for a not-to-exceed amount of $375,582.33 for each one-year term extension; and, 4. Authorizing and directing the City Manager to execute Amendment No. 1 on behalf of the City; and, 5. Approving Budget Amendment BA #24-08-02 in the amount of $133,000. J. Accepting Grant Funds from the Metropolitan Water District of Southern California for the City Hall Courtyard Foundation and Authorizing Execution of the Grant Agreement - That the City Council adopt Resolution 7488: 1. Accepting an award of grant funds in the amount of $3,000 from the Metropolitan Water District of Southern California; and, 2. Authorizing the City Manager, or her designee, to execute the Agreement with the Metropolitan Water District of Southern California, amendments, and other related documents, and to take all such other actions, as may be required to secure the grant funds and implement the approved grant under the Community Partnering Program. 8 5 1 0 The vote below is for the Consent Calendar Items with the exception of Item C and I: AYES: Kalmick, Moore, Sustarsic, Landau, Steele NOES: None ABSENT: None ABSTAIN: None Motion carried ITEMS REMOVED FROM THE CONSENT CALENDAR C. City of Seal Beach Annual Audit Reports for Fiscal Year Ending June 30, 2023 - That the City Council receive and file the following documents for fiscal year ending June 30, 2023: A. Audit Communication Letter B. Report on Internal Control C. Annual Comprehensive Financial Report (ACFR) D. Appropriations Limit Final Report. Frances Kuo from the Pun Group presented the Annual Comprehensive Financial Report (ACFR) Presentation to the City Council. Council members’ questions and concerns were addressed by Frances Kuo and Finance Director/City Treasurer Arenado. Mayor Pro Tem Landau moved, second by Council Member Moore to approve Item C. AYES: Kalmick, Moore, Sustarsic, Landau, Steele NOES: None ABSENT: None ABSTAIN: None Motion carried I. Approving and Authorizing Amendment No. 1 to the Professional Maintenance Services Agreement with Base Hill, Inc. for Janitorial Services - That the City Council adopt Resolution 7487: 1. Approving Amendment No. 1 to the Professional Maintenance Services Agreement with Base Hill, Inc. dated October 24, 2022, for additional janitorial services; and, 2. Increasing compensation for such additional services by $264,644.78 for a revised total contract not-to-exceed amount of $994,424.60 for the Original Three-Year Term; and, 3. Increasing compensation for such additional services by $132,322.39 for a not-to-exceed amount of $375,582.33 for each one-year term extension; and, 4. Authorizing and directing the City Manager to execute Amendment No. 1 on behalf of the City; and, 5. Approving Budget Amendment BA #24-08-02 in the amount of $133,000. Management Analyst Sean Sabo provided an overview of the staff report. Council Members’ questions and concerns were addressed. Council Member Kalmick moved, second by, Mayor Sustarsic to approve Item I. AYES: Kalmick, Moore, Sustarsic, Steele NOES: Landau ABSENT: None 8 5 1 0 ABSTAIN: None Motion carried PUBLIC HEARING K. Proposition 218 Protest Public Hearing – Water Rate and Sewer Rate Adjustments - That the City Council open the public hearing to accept comments on the proposed Water and Sewer Rates, and continue the item to February 26, 2024, to allow for additional public review time. Public Works Director Lee along with Raftelis Project Manager Steve Gagnon provided a comprehensive background on the staff report. Council Members’ questions and concerns were addressed. Mayor Sustarsic opened the Public Hearing. Speakers: Michael Thomas, Bruce Panting, Jim Akers, Tom Quinn, Cary Parton, Patty Senecal, Sarah Higgins, Randy Rados, Theresa Miller, Hope Horning, Chris DeSanto, Donna McGuire, Karie Rados, Trevor Higgins. Mayor Sustarsic continued the Public Hearing to the February 26, 2024, City Council meeting. Mayor Pro Tem Landau moved, seconded by Council Member Moore, to return the Water and Wastewater study to staff for further study and requested that a new study be conducted to include the following: •Compare the City of Seal Beach hikes and rates to neighboring Orange County cities. •Compile a report to show how the money from the past increases were spent. •Provide a precise list of needs, the cost, priority, and timeline, for completion of the projects. •Provide a scenario analysis, that will allow all residents to pay the same rate for water and wastewater. •Provide methods of analyzing water and wastewater needs on an annual basis to include the costs and what rates are needed to meet the costs. •Develop a real-time method for salaries to be billed to the water and wastewater fund, to include days and time spent, and a description of the item or items addressed, and report to Council on a quarterly basis. City Attorney Ghirelli clarified that the effect of the motion would be to terminate the majority protest process, close the public hearing, and return the current rate study to staff and no rate study would take place at this time. City Clerk Harper took a roll call vote: AYES: Moore, Landau NOES: Kalmick, Sustarsic, Steele ABSENT: None 8 5 1 0 ABSTAIN: None Motion failed. City Attorney Ghirelli announced that due to failed motion, the status quo remains, the public hearing is still open on the current rate increase and rate study and that the recommendation from staff is to continue the Public Hearing to the February 26, 2024, City Council meeting. Protest votes can be submitted up to the close of the Public Hearing on February 26, 2024. The City Council deliberated on options regarding the Water and Sewer rates and the protest process. Public Works Director Lee and City Attorney Ghirelli answered Council Members’ questions. Council Member Steele moved, second by Council Member Kalmick, to continue the Public Hearing to the February 26, 2024, City Council Meeting. City Clerk Harper took a roll call vote: AYES: Kalmick, Moore, Sustarsic, Landau, Steele NOES: None ABSENT: None ABSTAIN: None Motion carried UNFINISHED/CONTINUED BUSINESS There were no unfinished/continued business items. NEW BUSINESS There were no new business items. ADJOURNMENT Mayor Sustarsic adjourned the City Council meeting at 11:07 p.m. to Monday, February 26, 2024, at 5:30 p.m. to meet in Closed Session if deemed necessary. __________________________ Gloria D. Harper, City Clerk City of Seal Beach Approved: ___________________________ Schelly Sustarsic, Mayor 8 5 1 0 Attested: ____________________________ Gloria D. Harper, City Clerk Agenda Item D AGENDA STAFF REPORT DATE:February 26, 2024 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Alexa Smittle, Community Development Director SUBJECT:Approval of a Professional Services Agreement with Holistic Systems Integration Solutions ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7489: 1. Approving the Professional Services Agreement with Holistic System Integration Solutions for $43,687.20; and, 2. Authorizing the City Manager to execute the Agreement; and, 3. Approving Budget Amendment BA #24-08-05 to increase expenditures from Fund 103-300-0231-51303 in the amount of $80,000. BACKGROUND AND ANALYSIS: In February 2021, the City procured Tyler Technologies’ EPL (formerly called Energov) Land Management Software System to centralize its building, planning, engineering and code enforcement activities. The City previously contracted with Holistic System Integration Solutions (Holistic) to provide the necessary support to this effort. Implementation of the EPL system is a complex endeavor, and Tyler Technologies does not provide full support for the transition. Data conversion, preparation and integration of technologies such as the Environmental Systems Research Institute (ESRI) mapping program and Blue Beam plan review, rigorous testing, and some coding are the responsibilities of the City. Holistic has been instrumental in moving the EPL transition forward, and continued services are needed to support this priority, with a current anticipated go-live date in late June 2024. In addition, not all costs related to the work Tyler Technologies performs were adequately budgeted in the Fiscal Year 2023-24 budget. In particular, in-person training and go-live support were not included in the budget though they are included in the contract scope of work. A variety of delays and challenges with this Page 2 1 7 3 6 project have made budgeting a challenge; but as the final timeline comes into focus, certain adjustments must be made to accommodate implementation. ENVIRONMENTAL IMPACT: The proposed Agreement is exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of the State CEQA Guidelines which states that CEQA only applies to projects that have potential for causing a significant effect on the environment. Approval of the professional services agreement will not have a significant effect on the environment. LEGAL ANALYSIS: This item has been reviewed and approved as to form. FINANCIAL IMPACT: The Professional Services Agreement will approve an expenditure of up to $43,687.20 from Account 103-300-0231-51303, Building Technology, and the action will also approve Budget Amendment BA #24-08-05 to increase the available funding in this account by $80,000 as shown in the table below. This fund uses fee revenue set aside specifically for technology-related needs and does not impact the General Fund. Description Account Revised/Adopted Budget Proposed Budget Budget (diff) Amendment GIS - Building Technology 103-300-0231-51303 $80,000 $160,000 $80,000 STRATEGIC PLAN: This item is not appliable to the current Strategic Plan, but does support an endeavor initiated under a previous Strategic Plan. RECOMMENDATION: That the City Council adopt Resolution 7489: 1. Approving the Professional Services Agreement with Holistic System Integration Solutions for $43,687.20; and, 2. Authorizing the City Manager to execute the Agreement; and, 3. Approving Budget Amendment BA #24-08-05 to increase expenditures from Fund 103-300-0231-51303 in the amount of $80,000. Page 3 1 7 3 6 SUBMITTED BY: NOTED AND APPROVED: Alexa Smittle Jill R. Ingram Alexa Smittle, Community Development Director Jill R. Ingram, City Manager ATTACHMENTS: A. Resolution 7489 B. Professional Services Agreement with Holistic System Integration Solutions RESOLUTION 7489 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING THE PROFESSIONAL SERVICES AGREEMENT WITH HOLISTIC SYSTEM INTEGRATION SOLUTIONS AND AUTHORIZING A BUDGET AMENDMENT OF $80,000 TO FUND THE AGREEMENT AND OTHER RELATED SERVICES WHEREAS, The City of Seal Beach (City) is implementing a new land management software system (EPL) and requires expert information technology assistance; and, WHEREAS, the City has contracted with Holistic System Integration Solutions to assist in the software implementation; and, WHEREAS, Consultant is a highly qualified consulting firm, specializing in information technology support and will serve the needs of the City; and, WHEREAS, City and Consultant wish to enter into a Professional Services Agreement to achieve implementation of the land management software system; and, WHEREAS, City and Consultant wish to enter into the Agreement for a not-to-exceed contract amount $43,687.20; and, WHEREAS, the City would like to amend the 2023-24 Adopted Budget by $80,000 as provided herein to facilitate implementation of EPL. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: Section 1. The City Council hereby approves the Professional Services Agreement with Holistic System Integration Solutions as set forth in Exhibit “A”, attached hereto and incorporated herein by this reference as through set forth in full, for a total not-to-exceed contract amount of $43,687.20. Section 2. The Council hereby directs the City Manager to execute the Professional Services Agreement on behalf of the City. Section 3. The City Council hereby approves Budget Amendment No. 24-08-05 the amount of $80,000 allocating as follows: Description Account Revised/ Adopted Budget Proposed Budget Budget (diff) Amendment GIS - Building Technology 103-300-0231-51303 $80,000 $160,000 $80,000 8 7 7 3 PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of February, 2024 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7489 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of February, 2024. Gloria D. Harper, City Clerk City of Seal Beach Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT for Information Technology Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & Holistic System Integration Solutions P.O. Box 6313 La Quinta, CA 92248 760-861-6532 This Professional Service Agreement (“the Agreement”) is made as of February 26, 2024 (the “Effective Date”), by and between Holistic System Integration Solutions (“Consultant”), a sole proprietorship, and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”). 2 of 22 City of Seal Beach Professional Services Agreement RECITALS A. City desires certain professional planning services on an interim basis. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), the City wishes to engage Consultant to perform the professional services defined and described in Section 1.0 of this Agreement. C. Consultant represents that the principal members of its firm are information technology professionals and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those professional services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant’s Services. In compliance with all terms, conditions and provisions of this Agreement, Consultant shall provide those professional services (collectively “Services”) set forth in the Request for Proposals or other solicitation (“RFP”), attached hereto as Exhibit A and incorporated herein by this reference, and Consultant’s accepted Proposal (“Proposal”) attached hereto as Exhibit B and incorporated herein by this reference, all to City’s reasonable satisfaction. The Services relate to the following City project: interim professional planning staff services. Strictly on an on-call basis, and in compliance with all terms, conditions and provisions of this Agreement, Consultant shall provide those services (collectively “Services”) as described in the Consultant’s accepted Proposal (“Proposal”), attached hereto as Exhibit A and incorporated herein by this reference, all to City’s reasonable satisfaction. 1.2. Agreement Documents; Order of Precedence. 1.2.1. The Agreement Documents include (i) this Agreement itself, and (ii) the Proposal (Exhibit A); and (iii) Terms for Compliance with California Labor Law Requirements (Exhibit B); all of which are incorporated herein by this reference. 3 of 22 City of Seal Beach Professional Services Agreement 1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit B (Terms for Compliance with California Labor Law Requirements); and then (iii) Exhibit A (the Proposal), shall control. In the event there is any conflict between the Agreement, on the one hand, and Exhibits A and B on the other hand, the Agreement shall control. 1.3. Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. City relies upon the skill of Consultant, and Consultant’s staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant’s staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Consultant’s work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.4. Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (i) has investigated and considered the scope and level of services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from City’s Representative. 1.5. Compliance with Laws. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.6. Additional Services. Consultant will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Manager as specified in Subsections 3.1 and 3.2. Payment for additional work in excess of this amount requires prior City Manager authorization. 4 of 22 City of Seal Beach Professional Services Agreement 2.0 Term 2.1. Original Term. The term of this Agreement shall commence on February 26, 2024 and shall remain in full force and effect until June 30, 2025 unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant’s Compensation 3.1. Original Term. In consideration of Consultant’s performance of the Services described in Section 1.0, City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will City pay more than the total not-to-exceed amount of $43,687.20 (forty-three thousand, six hundred eighty-seven dollars and twenty cents) for the Term. Payment for any additional work authorized by City pursuant to Subsection 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit A, and shall not exceed the cumulative amount established by the City Manager at the time of award for the Original Term. 4.0 Method of Payment Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 5.0 Termination 5.1. Termination by City. 5.1.1. This Agreement may be terminated by City, without cause, upon giving Consultant written notice thereof not less than 30 days prior to the date of termination. 5.1.2. This Agreement may be terminated by City upon 10 days’ notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.2. Termination by Consultant. This Agreement may be terminated by Consultant based on reasonable cause, by serving written notice of termination to City, provided that Consultant has first served City with a written notice of 5 of 22 City of Seal Beach Professional Services Agreement default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice. 5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Consultant shall cease all work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1, or immediately upon City’s acknowledgment of receipt of Consultant’s notice of termination to City under Subsection 5.1. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Consultant is not then in breach, City shall pay Consultant for any portion of the Services completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Consultant. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Consultant shall not be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services up to date of termination. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation or damages. 6.0 Party Representatives 6.1. The City Manager is City’s representative for purposes of this Agreement. 6.2. Angelica Zarco is the Consultant's primary representative for purposes of this Agreement. Angelica Zarco shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211-8th Street 6 of 22 City of Seal Beach Professional Services Agreement Seal Beach, California 90740 Attn: City Manager To Consultant: Holistic System Integration Solutions P.O. Box 6313 La Quinta, CA 92248 Attn: Angelica Zarco 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant’s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, registrations, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant’s employees or other personnel under Consultant’s supervision. Consultant will determine the means, methods, and details by which Consultant’s employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant’s employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant’s personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant’s choice, except (i) as otherwise required for the performance of Services on City real property, facilities, vehicles or equipment; (ii) as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, 7 of 22 City of Seal Beach Professional Services Agreement review plans on file at City, pick up or deliver any work product related to Consultant’s performance of any Services under this Agreement, or (iii) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. In addition to all other provisions of this Agreement, Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, servants, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and 8 of 22 City of Seal Beach Professional Services Agreement contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law (“PERL”), commencing at Government Code § 20000, as amended by the Public Employees’ Pension Reform Act of 2013 (“PEPRA”), and the regulations of PERS, as amended from time to time. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. To the maximum extent permitted by law, Consultant shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Ownership of Work Product 11.1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed, prepared or used by Consultant in the performance of this Agreement (collectively “Work Product”) shall be considered “works made for hire,” for the benefit of City. Upon completion of, or in the event of termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Consultant’s consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City’s own risk. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. 9 of 22 City of Seal Beach Professional Services Agreement 11.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11.1. 11.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Consultant shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, agents, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Consultant’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 12.0 Confidentiality 12.1. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Consultant covenants that all Work Product (as defined in Subsection 11.1) and/or any other data, documents, writings, discussion or other information created, developed, received or provided by Consultant for performance of this Agreement are confidential unless such 10 of 22 City of Seal Beach Professional Services Agreement information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such Work Product, data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, servants, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within City. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives City timely notice of such court order or subpoena. 12.1. Consultant shall promptly notify City should Consultant, its officers, employees, agents, servants, and/or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 12.2. Consultant’s covenants and obligations under this Section shall survive the termination or expiration of this Agreement. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City. Consultant is fully responsible to City for the performance of any and all subcontractors, and Consultant shall monitor and review all work and other services performed by any subcontractor to ensure that all Services performed by such subcontractor comply with the requirements and provisions of this Agreement. 14.0 Prohibition Against Assignment, Transfer or Delegation Consultant shall not assign or transfer this Agreement or any of its rights, obligations or interest in this Agreement, or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent, which may be withheld for any reason. Any purported assignment, transfer or delegation without City’s consent shall be void and without effect, and shall entitle City to terminate this Agreement. 11 of 22 City of Seal Beach Professional Services Agreement 15.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. Upon 24 hours’ notice by City, during regular business hours Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City’s rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to City any hazardous condition noted by Consultant. 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to City that Consultant has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 12 of 22 City of Seal Beach Professional Services Agreement 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, death, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents, servants, and other persons necessary or incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).. 17.2.3. Workers’ Compensation Insurance in the amount required by law; and Employer’s Liability Insurance: with limits of at least $1,000,000 per accident and in the aggregate for bodily injury or disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability Insurance: Consultant shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a “claims made” policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.2.5. Cyber Security & Privacy Liability Insurance. Service Provider shall procure and maintain Cyber Security and Privacy Liability insurance with limits of $1,000,000 per occurrence and $2,000,000 general aggregate which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination, or use of the confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from the failure of technology products (software) required under the contract for Service Provider to properly perform the services intended. 13 of 22 City of Seal Beach Professional Services Agreement d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services. If coverage is maintained on a claims-made basis, Service Provider shall maintain such coverage for an additional period of three (3) years following termination of the contract. Required Endorsements – a 30-day notice of cancellation. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to City. 17.4. Additional Insureds. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days (or ten days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials; 14 of 22 City of Seal Beach Professional Services Agreement 17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 17.7. Separation of Insureds. Each insurance policy shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 17.8. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials; or (ii) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer’s right of subrogation against City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives its own right of recovery and all rights of subrogation against City; and shall require similar express written waivers from any subcontractor. 17.10. Enforcement of Agreement Provisions (Non-Estoppel). Consultant acknowledges and agrees that any actual or alleged failure on City’s part to inform Consultant of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder. 17.11. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at 15 of 22 City of Seal Beach Professional Services Agreement Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.12. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City also reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.13. Insurance Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 17.14. Broader Coverage/Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Consultant under this Agreement. Consultant may also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. 17.15. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 18.0 Indemnification, Hold Harmless, and Duty to Defend 16 of 22 City of Seal Beach Professional Services Agreement 18.1. Indemnities. 18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, its elected and appointed officials, officers, attorneys, employees, agents, servants, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees” in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Claims”), in law or equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement and/or any acts, errors, omissions, negligence or willful misconduct of Consultant, its officers, agents, servants, employees, contractors, subcontractors, subconsultants, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Consultant shall bear legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Consultant shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor, subconsultant, or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity agreements, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, are claimed to arise out of, pertaining to, or relating to, the breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Consultant’s subcontractor, subconsultant or other person or entity, and its officers, agents, servants, employees, materialmen, contractors, subcontractors and/or subconsultants, or their officers, agents, servants or employees (or any entity or individual for whom Consultant’s subcontractor, 17 of 22 City of Seal Beach Professional Services Agreement subconsultant and/or such other person or individual shall bear legal liability) in the performance of the Services or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers’ Compensation Acts Not Limiting. Consultant’s indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Indemnification Not Limited By Insurance. Procurement of insurance by Consultant is not and shall not be construed as a limitation of Consultant’s liability, or as a waiver of or limitation on full performance of Consultant’s duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Consultant’s defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees as defined in this Section 18.0, and Consultant’s defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Consultant, City, or any of the other Indemnitees. 18.5. Survival of Terms. Consultant’s covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non-Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant covenants that it shall not discriminate, harass or retaliate against any of its employees, applicants for employment, contractors, subcontractors or subconsultants because or on account of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Consultant further covenants that in the performance of this Agreement, Consultant shall not discriminate, harass or retaliate against City, its elected or appointed officials, officers, employees, agents, servants, volunteers, those City agents serving as independent contractors in the role of City officials, consultants, contractors, subcontractors, or subconsultants, on any basis prohibited by law. 18 of 22 City of Seal Beach Professional Services Agreement 20.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 21.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. 22.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Government Code Claim Compliance In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for additional services, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to additional services, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a lawsuit against City. 25.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that 19 of 22 City of Seal Beach Professional Services Agreement ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under this Agreement (whether contract, tort or both). 26.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 27.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states. 28.0 Prohibited Interests; Conflict of Interest 28.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 28.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to 20 of 22 City of Seal Beach Professional Services Agreement deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 28.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non-contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 29.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors, agents, and servants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors, agents and servants. 30.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 31.0 Non-Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s Services only to the conclusion of the last 21 of 22 City of Seal Beach Professional Services Agreement fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 32.0 Mutual Cooperation 32.1. City’s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement. 32.2. Consultant’s Cooperation. Consultant agrees to work closely and cooperate fully with City’s representative and any other agencies that may have jurisdiction or interest in the work to be performed. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 33.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 34.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith. 35.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 36.0 Recitals City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 37.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy 22 of 22 City of Seal Beach Professional Services Agreement between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 38.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: _________________________ Jill R. Ingram, City Manager Attest: By: _________________________ Gloria D. Harper, City Clerk Approved as to Form: By: _________________________ Nicholas Ghirelli, City Attorney CONSULTANT: Holistic System Integration Solutions By: __________________________ Name: __ Its: By: __________________________ Name: ___ Its: (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED Angelica Zarco President City of Seal Beach Professional Services Agreement EXHIBIT A PROPOSAL (Consultant’s Proposal for Services) Page 1 Angelica Zarco P.O. Box 6313 La Quinta, CA. 92248 Office (760) 861-6532 azarco@holisticsystemint.com www.holisticsystem-int.com Proposal: City of Seal Beach Consulting Assistance for Implementation of Tyler’s EnerGov Civic Services Software Page 2 January 16, 2023 Alexa Smittle Community Development Director City of Seal Beach, California asmittle@sealbeachca.gov RE: Consulting Assistance for Implementation of Tyler’s EnerGov, Community Development Software System Dear Ms. Smittle, Holistic System Integration Solutions is pleased to submit this proposal to the City of Seal Beach Community Development Department, to provide Consulting Assistance for Implementation of Tyler’s, EnerGov Civic Services Software. The City of Seal Beach has entered into a Software as a Service (SaaS) agreement with Tyler Technologies, Inc. for their Tyler EnerGov Civic Services Software. Purchase of the software is aligned with the City Council’s strategic objective for Community Development to identify process improvements. In order to avoid a gap in service and pursue future system goals, the City of Seal Beach desires to supplement their staff resources by contracting a project partner that possesses Community Development software system implementation and process integration experience. Holistic looks forward to working with the City of Seal Beach to develop a model for efficient business operations that safely delivers development services to its customers. Thank you for consideration of our proposal. Sincerely, Holistic System Integration Solutions Angelica Zarco President/CEO Page 3 SCOPE OF WORK Provide Consulting Assistance for Implementation of Tyler’s, EnerGov software system to include the following:  Configuration/Business Process Integration  Workflow Development  Fee Schedule/Structure configuration  System Reports Development Coordination (Forms/Documents/Reports)  GIS Coordination  Testing  Data mapping guidance for data migration  Develop Standard Operating Procedures (SOP’s)  Develop Training materials  Conduct Staff training  Ticket creation to report system issues, monitoring and follow through to resolution  Conduct one-on-one and/or group sessions with City staff  Remote support services via phone/video conference  On-site project management/support services – To be scheduled and agreed upon between City and HSIS  Electronic Plan Review Implementation/integration  Develop Process/Project Action Team’s to accomplish project goals  GoLive - 40 hours onsite implementation support during week of GoLive Optional Services  Attend bi-weekly team meeting(s) via phone/video conference  SQL/Cognos/Crystal Report Writer services o Coordinate temporary services to be directly contracted by City  GIS Consultant o Coordinate temporary services to be directly contracted by City Page 4 QUALIFICATIONS HOLISTIC SYSTEM INTEGRATION SOLUTIONS OUR PURPOSE Based in Riverside County, Holistic System Integration Solutions is dedicated to providing smart holistic solutions for software implementation and process integration. Holistic’s in-depth understanding of land management systems, comprehensive knowledge of municipal land development processes and proven system implementation/integration experience, paired with our client’s desires to achieve future system goals and capitalize on their investment while delivering exceptional customer service, ensures seamless and streamlined collaborations. Holistic has developed streamlined solutions that utilize a holistic approach to system design and integration by balancing four major elements that are key to successful system implementation – People, Culture, Process, and Technology. This approach delivers system integration on a global scale while taking-into-account and minimizing adverse impacts to the organization. EXECUTION STRATEGY Our success is attributed to an execution strategy that incorporates the Lean Six Sigma, DMAIC (Define, Measure, Analyze, Improve, Control) method to software implementation/integration. The DMAIC approach allows them to continually identify and apply improvements to business processes through software system design that result in enhanced system performance. Change management strategies are also built into our programs to assist with the least impactful introduction of end-users to their new land management environment. This approach is imperative to organizational health. SERVICES PROVIDED (all of which may be provided remotely)  RFP Development  Software System Implementation (New or Upgrade)  Software Configuration/Integration  Workflow Development, Design and Automation  Fee Schedule/Structure Calculations  System Reports Development Coordination (Forms/Documents/Reports)  GIS Implementation Coordination  System Testing  Streamlined Strategies for Data Mapping/Migration  Develop Standard Operating Procedures (SOP’s)  Develop Training Materials and Conduct Staff Training  Vendor issue creation to report system issues, monitoring and follow through to resolution  Conduct one-on-one and/or group sessions with staff  Remote support services via phone/video conference  On-site and/or remote project management/support services  Electronic plan review software Implementation/ integration  Develop Process/Project Action Team’s to achieve project goals  Develop performance metrics and key performance indicators (KPI’s) for increased productivity Page 5 Holistic System Integration Solutions Experience CITY OF SAN CLEMENTE The City of San Clemente's Information Technology Division utilized Holistic System Integration Solutions to supplement their efforts during a staff transitional period and implementation/integration of a new GIS module. Holistic’s ability to provide uninterrupted services while implementing a complex GIS module to their existing land management system resulted in a successful partnership. Services provided to the City included the following:  Review, analysis, coordination, testing and implementation of a new GIS module to their existing land management system.  Review, analysis, coordination and validation of the City’s, County and Fire GIS data and migration into existing land management system.  Developed Standard Operating Procedures for City Staff use at implementation.  Developed roadmap and made recommendations to implement electronic plan review.  Developed reporting methods for Clean Oceans Annual Jurisdictional Runoff report and Park Ranger program.  Provided configuration and system support services: CITY OF MEDFORD (OR) “Holistic quickly became a critical element to a successful implementation of a complex system for the City of Medford. The knowledge and resources provided were extremely hardworking and competent. We could not have achieved success without these resources.” – Barbara Madruga The City of Medford procured Holistic System Integration Solutions to assist them with a complex implementation of a new software system just three months prior to their scheduled Go-Live date. Holistic addressed and fast-tracked resolutions for concerns surrounding their anticipated Go-Live schedule. Our assistance lead to a successful implementation. Services provided to the City included the following:  Conducted analysis of project timeline and task evaluation, identified critical stops and developed plan of action to accomplish scheduled tasks for successful Go-live.  Conducted business process and workflow analysis, made recommendations for streamlining and standardizing opportunities and configured in system.  Conducted analysis of TRAKiT system for configuration needs, accuracy and made configuration adjustments in accordance with desired workflows and business processes.  Conducted data migration analysis and developed streamlined methods for mapping and migration to new system.  Conducted GIS analysis and made recommendations for effective system implementation  Developed SOPs and conducted training to staff in all modules  Implemented mobile inspection platform and conducted training for inspection staff  Made recommendations for system preparedness and roll-out to public Page 6 CITY OF COACHELLA Holistic conducted an in-depth System Needs Analysis of the City of Coachella's existing land management software system (Eden) and processes surrounding their land development activities which included impacts to water & sewer Utilities and Environmental Compliance Departments. The analysis provided them with the ability to measure existing software system capabilities against newer, more sophisticated systems and identified process improvement/streamlining opportunities which will allow them to make informed decisions about future procurement of a new software system. Services provided to the City included the following:  Conducted comprehensive system needs analysis of various systems used, including the City’s existing Eden land management system, and evaluated based on capability, efficiency and accessibility in comparison with newer land management systems available in today’s market.  Conducted comprehensive business process review of land development activities and made recommendations for standardizing and streamlining opportunities.  Coordinated software vendor demonstrations and prepared system cost comparison.  Provided the City with a menu of short-term, mid-term and long-term next steps and made recommendations for actionable goals based on priority.  Provided roadmap for actionable items with realistic timelines for execution. CITY OF LA QUINTA The City of La Quinta sought to implement an on-line land management system for the Design & Development Department. Angelica Zarco (Systems Integration Manager), spearheaded implementation of the City’s new land management software system, TRAKiT, which included strategic planning, streamlining, standardizing, implementation and integration of processes and systems for the Design and Development Department. Responsibilities included the following:  Development, configuration and implementation of the City’s software system (TRAKiT) utilized for all development related, business license and Short-Term Vacation Rental application, review, processing and payment activities for both over the counter and online functionality.  Implemented the City’s online, electronic plan review, GIS and mobile inspection platforms.  Engaged with City Staff to understand complex business processes, developed workflows, identified process improvements, streamlining opportunities, standardized business processes and integrated with relative software.  Developed Standard Operating Procedures and User Guides and conducted training for all modules.  Oversaw the City’s Short-Term Vacation Rental Program which involved revamping the marketing and branding of the program.  Development of complex key performance indicators to measure business and system performance. Page 7 Angelica Zarco – Project Manager/President, Holistic SIS Business Process Review, Workflow Development, Streamlining and Standardizing for Improved Business Continuity, Configuration, SOP Development &Training Certifications Intermediate Project Management - Microsoft Project; Lean Six Sigma – Lean Management Angelica has 14 years of municipal government experience with 10+ years directly related to Community Development. She was also employed as a Project Manager for 3 years with a major Southern California land development company where she managed large-scale tract home development projects. Her experience in both public and private land development sectors has granted her a unique perspective to the land management software implementation and integration process. She is able to utilize her knowledge and experience from behind both sides of the counter to accurately, efficiently and effectively interpret and deploy land management systems based on the critical business needs of cities and customers alike. Angelica was responsible for the successful implementation of the City of La Quinta’s Design and Development Department’s land management system, which included Permit, Project, Business License, AEC and GIS modules. She also implemented electronic plan review, mobile inspection and the eTRAKiT online platform which consisted of 82 land development application types. Angelica developed methods to successfully measure key performance indicators for business process and system performance. The implementation process included:  Establishing comprehensive strategic plans for implementation / integration of the Department’s software system and various project initiatives including project budgets and schedule development / adherence.  Managing, assigning, and directing activities of various Project Action Teams (PAT’s).  Developing, configuring, and implementing the City’s TRAKiT software system  Conducting stakeholder workshops for eTRAKiT online permitting software.  Working with City Staff to understand their business processes, developing process workflows, and identifying process improvement opportunities prior to their integration into TRAKiT.  Developing and implementing standard operating procedures (SOPs) and user manuals, as well as City policies and best management practices (BMP's)  Conducting effective staff training utilizing SOP’s and effective training materials Page 8 References Fee Information Cost of Services/Hour Price Total Project Cost Holistic – 340 hours, Includes 40 hours onsite support during week of GoLive Implementation $125/hour $42,500 Reimbursable Expenses Billing Mileage – 254 miles @ $.67 per mile 2024 IRS Business Rate plus 10% $187.20 Printing, Reproduction, Scanning, etc. Direct Cost plus 10% Travel Rates Lodging 2024 Government Services Administration Rates for applicable County plus 10% $1,000 TOTAL CONTRACT AMOUNT $43,687.20 Agency Contact Phone Number Email Address Holistic References City of Medford, Oregon Barbara Madruga, Technology & Innovation Director 541.774.2064 blmadruga@cityofmedford.org City of San Clemente, California Brian Brower, Information Technology Manager 949.361.8259 browerb@san-clemente.org City of Seal Beach Professional Services Agreement EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works”, Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant’s Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or City of Seal Beach Professional Services Agreement craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: City of Seal Beach Professional Services Agreement “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant’s expense with counsel reasonably acceptable to City) City, its elected and appointed officials, officers, employees, agents, servants, and those City agents serving as independent contractors in the role of City officials, and volunteers and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees, agents and servants) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. Agenda Item E AGENDA STAFF REPORT DATE:February 26, 2024 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Alexa Smittle, Community Development Director SUBJECT:Approval of a Sale Contract for 4197 Ironwood Avenue ________________________________________________________________ SUMMARY OF REQUEST: That the City Council approve Resolution 7490 authorizing: 1. The sale of 4197 Ironwood Avenue, Seal Beach, CA to the highest qualified bidder; and, 2. Acceptance of net revenues into the General Fund Reserve, which will be restricted for stormwater network improvements; and, 3. The City Manager to take any necessary action to execute the sale of the property. BACKGROUND AND ANALYSIS: On February 13, 2023, the City Council directed staff to pursue disposal of the property located at 4197 Ironwood Avenue, Seal Beach, CA (Property) via the State’s Surplus Land Act, commencing with Government Code Section 54220. The Property is a single-family home located in the College Park East neighborhood, which was originally purchased to provide a location for certain stormwater network improvements. However, since that time, additional focused studies have been performed, and the estimated costs to mitigate stormwater deficiencies have increased dramatically, with estimates upwards of $50 million. When the Property was vacated by the residential tenant, staff requested Council direction and subsequently moved forward with the steps necessary to dispose of the home. Following approval from the California Department of Housing and Community Development on December 12, 2023, the Property was listed for sale on January 31, 2024 at $1,250,000. Several offers were received, with the three highest being all cash offers, the highest for $1,280,000 and two for $1,250,000. Staff is requesting the City Council authorize the sale of the Property to the highest bidder at $1,280,000, with a contingency choice of a sale to the second highest bidders (both at $1,250,000), based on the order received, should the transaction with the Page 2 1 7 3 9 higher bidder fail for any reason. The highest bidder has already removed contingencies. ENVIRONMENTAL IMPACT: Sale of Property, improved with one single family residence, does not have the potential for creating a significant effect on the environment and is therefore exempt from further review under CEQA pursuant to State CEQA Guidelines Section 15060(c)(3) because it is not a project as defined by the CEQA Guidelines Section 15378. LEGAL ANALYSIS: This item has been reviewed and approved as to form. FINANCIAL IMPACT: The City’s General Fund shall receive the net proceeds from the sale of the property. Estimated net proceeds assuming a sale value of $1,280,000 are expected to be $1,207,000. Funds will be placed in the General Fund Reserve and restricted for stormwater network improvements. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. RECOMMENDATION: That the City Council approve Resolution 7490 authorizing: 1. The sale of 4197 Ironwood Avenue, Seal Beach, CA to the highest qualified bidder; and, 2. Acceptance of net revenues into the General Fund Reserve, which will be restricted for stormwater network improvements; and, 3. The City Manager to take any necessary action to execute the sale of the property. SUBMITTED BY: NOTED AND APPROVED: Alexa Smittle Jill R. Ingram Alexa Smittle, Community Development Director Jill R. Ingram, City Manager Page 3 1 7 3 9 ATTACHMENTS: A. Resolution 7490 B. Sale Contracts RESOLUTION 7490 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING THE SALE OF REAL PROPERTY AND AND DIRECTING STAFF TO TAKE RELATED ACTIONS WHEREAS, the City of Seal Beach is the owner in fee simple of that certain real property located at 4197 Ironwood Avenue, Seal Beach, CA (Assessor Parcel Number 217-191- 09) as described in Exhibit A attached hereto (“Property”); and, WHEREAS, the Property is approximately 5,200 square feet in size, and is currently improved with a single family residence, and is not used by the City for municipal purposes nor according to a written plan adopted by the City Council for City work or operations; and, WHEREAS, the on February 13, 2023 the City Council directed staff to dispose of the Property pursuant to the Surplus Land Act, Government Code Sections 54220-54234, and follow certain procedures prior to engaging in negotiations to sell land; and, WHEREAS, the California Department of Housing and Community Development authorized disposition of the Property on December 12, 2023; and, WHEREAS, a comparative market analysis was conducted to determine an estimated sale price; and, WHEREAS, on January 31, 2024 the Property was offered for sale; and, WHEREAS, the City has received competitive offers for the Property and wishes to dispose of the Property to the highest qualified buyer. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council of the City of Seal Beach hereby approves the sale of the Property and directs staff to dispose of the Property to the highest qualified buyer for $1,280,000. Section 2. If for any reason the sale contemplated in Section 1 is not achieved, the City Council hereby directs staff to accept the next highest purchase offer of $1,250,000 and dispose of the Property. Section 3. This Resolution is exempt from the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) (“CEQA”) as sale of the Property does not have the potential for creating a significant effect on the environment and is therefore exempt from further review under CEQA pursuant to State CEQA Guidelines Section 15060(c)(3) because it is not a 8 7 8 8 project as defined by the CEQA Guidelines Section 15378. Section 4. The Council hereby directs the City Manager or authorized designee to do all things necessary to effectuate the purposes of this Resolution. Section 5. The City Clerk shall certify to the adoption of this resolution and shall cause this resolution and her certification to be entered in the permanent records of the City. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of February, 2024 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7490 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of February, 2024. Gloria D. Harper, City Clerk 8 7 8 8 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATION IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Lot 28 of Tract No. 6572, in the City of Seal Beach, County of Orange, State of California, as per map recorded in Book 244, Page(s) 12-14, inclusive of Miscellaneous Maps, of the records of the County recorder of said County. Except therefrom all minerals, oil, gas and other hydrocarbon substances lying below a depth of 500 feet below the surface of said land, without the right of surface entry above the depth of 500 feet from the surface, as reserved in deeds of record. APN: 217-191-09 DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (As required by the Civil Code) (C.A.R. Form AD, Revised 12/21) (If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079.13(j), (k), and (l). When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A Fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acting directly or through one or more salespersons and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the Buyer's or Seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered. SELLER AND BUYER RESPONSIBILITIES Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction.This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE SECOND PAGE. Buyer Seller Landlord Tenant Date Buyer Seller Landlord Tenant Date Agent DRE Lic. # Real Estate Broker (Firm) By DRE Lic. # Date (Salesperson or Broker-Associate, if any) © 2021, California Association of REALTORS®, Inc. AD REVISED 12/21 (PAGE 1 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com X Xiaogang Pan The Oppenheim Group 01983697 Xin Jin 02110093 The Oppenheim Group, 3140 East Coast Hwy Newport Beach CA 92625 (949)568-7015 4197 Ironwood Xin Jin DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 8:12 EST 2/13/2024 | 5:13 PST CIVIL CODE SECTIONS 2079.13 ‒ 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13. As used in Sections 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:(a)“Agent” means a person acting under provisions of Title 9 (commencing with Section 2295) in a real property transaction, and includes a personwho is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code,and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for thatagent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal,or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whomthe salesperson or broker associate functions.(b)“Buyer” means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner,with the object of entering into a real property transaction. “Buyer” includes vendee or lessee of real property.(c)“Commercial real property” meansall real property in the state, except (1) single-family residential real property, (2) dwelling units made subject to Chapter 2 (commencing withSection 1940) of Title 5, (3) a mobilehome, as defined in Section 798.3, (4) vacant land, or (5) a recreational vehicle, as defined in Section 799.29.(d)“Dual agent” means an agent acting, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real propertytransaction.(e)“Listing agreement” means a written contract between a seller of real property and an agent, by which the agent has been authorizedto sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuantto the terms of the agreement.(f)“Seller's agent” means a person who has obtained a listing of real property to act as an agent for compensation.(g)“Listing price” is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent.(h)“Offering price” is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property.(i)“Offer topurchase” means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property uponacceptance by the seller.(j)“Real property” means any estate specified by subdivision (1) or (2) of Section 761 in property, and includes (1) single-family residential property, (2) multiunit residential property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground leasecoupled with improvements, or (6) a manufactured home as defined in Section 18007 of the Health and Safety Code, or a mobilehome as defined inSection 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of theBusiness and Professions Code.(k)“Real property transaction” means a transaction for the sale of real property in which an agent is retained by a buyer,seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase.(l)“Sell,” “sale,” or “sold” refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for thecreation of a real property sales contract within the meaning of Section 2985, and transactions for the creation of a leasehold exceeding one year's duration.(m)“Seller” means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller”includes both a vendor and a lessor of real property.(n)“Buyer's agent” means an agent who represents a buyer in a real property transaction.2079.14.A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified inSection 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079.15, as follows:(a)The seller's agent, if any, shall provide the disclosure form to the seller prior to entering into the listing agreement.(b)The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase. If the offer to purchase is not prepared by thebuyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchasefrom the buyer.2079.15.In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079.14, the agent shall set forth, sign, and date a written declaration of the facts of the refusal.2079.16 Reproduced on Page 1 of this AD form.2079.17(a)As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction asthe buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sellreal property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of thatcontract by the buyer and the seller, respectively.(b)As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed inthe contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincidentwith the execution of that contract by the seller.CONFIRMATION:(c)The confirmation required by subdivisions (a) and (b) shall be in the following form: Seller's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is the broker of (check one): the seller; or both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is (check one): the Seller's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is the broker of (check one): the buyer; or both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is (check one): the Buyer's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent)(d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to providedisclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker.2079.18 (Repealed pursuant to AB-1289)2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of aparticular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation orcommission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms ofany such agreement shall not necessarily be determinative of a particular relationship.2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with.2079.21 (a)A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller.(b)A dual agent may not, without the express permission of the buyer, disclose to the seller any confidential information obtained from the buyer.(c) “Confidential information” means facts relating to the client's financial position, motivations, bargaining position, or other personal information that mayimpact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered.(d)This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price.2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent. If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent.2079.23 A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance ofthe act which is the object of the agency with the written consent of the parties to the agency relationship.2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection withacts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 AD REVISED 12/21 (PAGE 2 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 FAIR HOUSING AND DISCRIMINATION ADVISORY (C.A.R. Form FHDA, Revised 6/23) 1. EQUAL ACCESS TO HOUSING FOR ALL:All housing in California is available to all persons. Discrimination as noted below is prohibited by law. Resources are available for those who have experienced unequal treatment under the law. 2. FEDERAL AND STATE LAWS PROHIBIT DISCRIMINATION AGAINST IDENTIFIED PROTECTED CLASSES: A.FEDERAL FAIR HOUSING ACT (“FHA”) Title VIII of the Civil Rights Act; 42 U.S.C. §§ 3601-3619; Prohibits discrimination in sales, rental or financing of residential housing against persons in protected classes; B.CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT (“FEHA”) California Government Code (“GC”) §§ 12900- 12996,12955; 2 California Code of Regulations (“CCR”) §§ 12005-12271; Prohibits discrimination in sales, rental or financing of housing opportunity against persons in protected classes by providers of housing accommodation and financial assistance services as related to housing; C.CALIFORNIA UNRUH CIVIL RIGHTS ACT (“Unruh”) California Civil Code (“CC”) § 51; Prohibits business establishments from discriminating against, and requires full and equal accommodation, advantages, facilities, privileges, and services to persons in protected classes; D.AMERICANS WITH DISABILITIES ACT (“ADA”) 42 U.S.C. §§ 12181-12189; Title III of the ADA prohibits discrimination based on disability in public accommodations; and E.OTHER FAIR HOUSING LAWS: § 504 of Rehabilitation Act of 1973 29 U.S.C. § 794; Ralph Civil Rights Act CC § 51.7; California Disabled Persons Act; CC §§ 54-55.32; any local city or county fair housing ordinances, as applicable. 3. POTENTIAL LEGAL REMEDIES FOR UNLAWFUL DISCRIMINATION: Violations of fair housing laws may result in monetary civil fines, injunctive relief, compensatory and/or punitive damages, and attorney fees and costs. 4. PROTECTED CLASSES/CHARACTERISTICS:Whether specified in Federal or State law or both, discrimination against persons based on that person's belonging to, association with, or perceived membership in, certain classes or categories, such as the following, is prohibited. Other classes, categories or restrictions may also apply. Race Color Ancestry National Origin Religion Age Sex, Sexual Orientation Gender, Gender Identity, Gender expression Marital Status Familial Status (family with a child or children under 18) Citizenship Immigration Status Primary Language Military/Veteran Status Source of Income (e.g., Section 8 Voucher) Medical Condition Disability (Mental & Physical) Genetic Information Criminal History (non- relevant convictions) Any arbitrary characteristic 5. THE CALIFORNIA DEPARTMENT OF REAL ESTATE REQUIRES TRAINING AND SUPERVISION TO PREVENT HOUSING DISCRIMINATION BY REAL ESTATE LICENSEES: A.California Business & Professions Code (“B&PC”) § 10170.5(a)(4) requires 3 hours of training on fair housing for DRE license renewal; Real Estate Regulation § 2725(f) requires brokers who oversee salespersons to be familiar with the requirements of federal and state laws relating to the prohibition of discrimination.B.Violation of DRE regulations or real estate laws against housing discrimination by a real estate licensee may result in the loss or suspension of the licensee's real estate license. B&PC §10177(l)(1); 10 CCR § 27806. REALTOR® ORGANIZATIONS PROHIBIT DISCRIMINATION: NAR Code of Ethics Article 10 prohibits discrimination in employment practices or in rendering real estate license services against any person because of race, color, religion, sex, disability, familial status, national origin, sexual orientation, or gender identity by REALTORS®.7. WHO IS REQUIRED TO COMPLY WITH FAIR HOUSING LAWS? Below is a non-exclusive list of providers of housing accommodations or financial assistance services as related to housing who are most likely to be encountered in a housing transaction and who must comply with fair housing laws. ● Sellers ● Landlords/Housing Providers ● Sublessors● Real estate licensees ● Real estate brokerage firms ● Property managers● Mobilehome parks ● Homeowners Associations (“HOAs”);● Banks and Mortgage lenders● Insurance companies ● Government housing services ● Appraisers 8.EXAMPLES OF CONDUCT THAT MAY NOT BE MOTIVATED BY DISCRIMINATORY INTENT BUT COULD HAVE A DISCRIMINATORY EFFECT: A.Prior to acceptance of an offer, asking for or offering buyer personal information or letters from the buyer, especially with photos. Those types of documents may inadvertently reveal, or be perceived as revealing, protected status information thereby increasingthe risk of (i)actual or unconscious bias, and (ii)potential legal claims against sellers and others by prospective buyers whose offers were rejected.B.Refusing to rent (i)an upper-level unit to an elderly tenant out of concern for the tenant's ability to navigate stairs or (ii)a house with a pool to a person with young children out of concern for the children's safety.9. EXAMPLES OF UNLAWFUL OR IMPROPER CONDUCT BASED ON A PROTECTED CLASS OR CHARACTERISTIC: A.Refusing to negotiate for a sale, rental or financing or otherwise make a housing opportunity unavailable; failing to present offers due to a person's protected status;B.Refusing or failing to show, rent, sell or finance housing; “channeling” or “steering” a prospective buyer or tenant to or away from a particular area due to that person's protected status or because of the racial, religious or ethnic composition of the neighborhood;C.“Blockbusting” or causing “panic selling” by inducing a listing, sale or rental based on the grounds of loss of value of property, increase in crime, or decline in school quality due to the entry or prospective entry of people in protected categories into the neighborhood;D.Making any statement or advertisement that indicates any preference, limitation, or discrimination; © 2023, California Association of REALTORS®, Inc. FHDA REVISED 6/23 (PAGE 1 OF 2) FAIR HOUSING AND DISCRIMINATION ADVISORY (FHDA PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.comThe Oppenheim Group, 3140 East Coast Hwy Newport Beach CA 92625 (949)568-7015 4197 Ironwood Xin Jin DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 E.Inquiring about protected characteristics (such as asking tenant applicants if they are married, or prospective purchasers if they have children or are planning to start a family); F.Using criminal history information before otherwise affirming eligibility, and without a legally sufficient justification; G.Failing to assess financial standards based on the portion of the income responsible by a tenant who receives government subsidies (such as basing an otherwise neutral rent to income ratio on the whole rent rather than just the part of rent that is the tenant's responsibility); H.Denying a home loan or homeowner's insurance; I.Offering inferior terms, conditions, privileges, facilities or services; J.Using different qualification criteria or procedures for sale or rental of housing such as income standards, application requirements, application fees, credit analyses, sale or rental approval procedures or other requirements; K.Harassing a person; L.Taking an adverse action based on protected characteristics; M.Refusing to permit a reasonable modification to the premises, as requested by a person with a disability (such as refusing to allow a tenant who uses a wheelchair to install, at their expense, a ramp over front or rear steps, or refusing to allow a tenant with a disability from installing, at their own expense, grab bars in a shower or bathtub); N.Refusing to make reasonable accommodation in policies, rules, practices, or services for a person with a disability (such as the following, if an actual or prospective tenant with a disability has a service animal or support animal): (i)Failing to allow that person to keep the service animal or emotional support animal in rental property, (ii)Charging that person higher rent or increased security deposit, or (iii)Failing to show rental or sale property to that person who is accompanied by the service animal or support animal, and; O.Retaliating for asserting rights under fair housing laws. 10. EXAMPLES OF POSITIVE PRACTICES: A.Real estate licensees working with buyers or tenants should apply the same objective property selection criteria, such as location/neighborhood, property features, and price range and other considerations, to all prospects. B.Real estate licensees should provide complete and objective information to all clients based on the client's selection criteria. C.Real estate licensees should provide the same professional courtesy in responding to inquiries, sharing of information and offers of assistance to all clients and prospects. D.Housing providers should not make any statement or advertisement that directly or indirectly implies preference, limitation, or discrimination regarding any protected characteristic (such as “no children” or “English-speakers only”). E.Housing providers should use a selection process relying on objective information about a prospective buyer's offer or tenant's application and not seek any information that may disclose any protected characteristics (such as using a summary document, e.g. C.A.R. Form SUM-MO, to compare multiple offers on objective terms). 11. FAIR HOUSING RESOURCES: If you have questions about your obligations or rights under the Fair Housing laws, or you think you have been discriminated against, you may want to contact one or more of the sources listed below to discuss what you can do about it, and whether the resource is able to assist you. A.Federal:https://www.hud.gov/program_offices/fair_housing_equal_opp B.State:https://calcivilrights.ca.gov/housing/ C.Local: local Fair Housing Council office (non-profit, free service) D.DRE:https://www.dre.ca.gov/Consumers/FileComplaint.html E.Local Association of REALTORS®. List available at:https://www.car.org/en/contactus/rosters/localassociationroster. F.Any qualified California fair housing attorney, or if applicable, landlord-tenant attorney.12. LIMITED EXCEPTIONS TO FAIR HOUSING REQUIREMENTS: No person should rely on any exception below without first seeking legal advice about whether the exception applies to their situation. Real estate licensees are not qualified toprovide advice on the application of these exceptions. A.Legally compliant senior housing is exempt from FHA, FEHA and Unruh as related to age or familial status only;B.An owner of a single-family residence who resides at the property with one lodger may be exempt from FEHA for rental purposes, PROVIDED no real estate licensee is involved in the rental;C.An owner of a single-family residence may be exempt from FHA for sale or rental purposes, PROVIDED (i) no real estate licensee is involved in the sale or rental and (ii)no discriminatory advertising is used, and (iii)the owner owns no more thanthree single-family residences. Other restrictions apply; D.An owner of residential property with one to four units who resides at the property, may be exempt from FHA for rentalpurposes, PROVIDED no real estate licensee is involved in the rental; and E.Both FHA and FEHA do not apply to roommate situations. See,Fair Housing Council v Roommate.com LLC, 666 F.3d 1216 (2019).F.Since both the 14th Amendment of the U.S. Constitution and the Civil Rights Act of 1866 prohibit discrimination based on race; the FHA and FEHA exemptions do not extend to discrimination based on race. Buyer/Tenant and Seller/Housing Provider have read, understand and acknowledge receipt of a copy of this Fair Housing & Discrimination Advisory. Buyer/Tenant Date Buyer/Tenant Date Seller/Housing Provider Date Seller/Housing Provider Date © 2023, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 FHDA REVISED 6/23 (PAGE 2 OF 2) FAIR HOUSING AND DISCRIMINATION ADVISORY (FHDA PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Xiaogang Pan 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 8:12 EST POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER - DISCLOSURE AND CONSENT (C.A.R. Form PRBS, Revised 12/21) A real estate broker (Broker), whether a corporation, partnership or sole proprietorship, may represent more than one buyer or seller. This multiple representation can occur through an individual licensed as a broker or salesperson or through different individual broker's or salespersons (associate licensees) acting under the Broker's license. The associate licensees may be working out of the same or different office locations. Multiple Buyers:Broker (individually or through its associate licensees) may be working with many prospective buyers at the same time. These prospective buyers may have an interest in, and make offers on, the same properties. Some of these properties may be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property. Multiple Sellers:Broker (individually or through its associate licensees) may have listings on many properties at the same time. As a result, Broker will attempt to find buyers for each of those listed properties. Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others. Some of these prospective buyers may be represented by Broker and some may not. Broker will market all listed properties to all prospective buyers whether or not Broker has another or other listed properties that may appeal to the same prospective buyers. Dual Agency:If Seller is represented by Broker, Seller acknowledges that broker may represent prospective buyers of Seller's property and consents to Broker acting as a dual agent for both seller and buyer in that transaction. If Buyer is represented by Broker, buyer acknowledges that Broker may represent sellers of property that Buyer is interested in acquiring and consents to Broker acting as a dual agent for both buyer and seller with regard to that property. In the event of dual agency, seller and buyer agree that: a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the buyer's or seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the seller's willingness to accept a price less than the listing price or the buyer's willingness to pay a price greater than the price offered; and except as set forth above, a dual agent is obligated to disclose known facts materially affecting the value or desirability of the Property to both parties. Offers not necessarily confidential:Buyer is advised that seller or listing agent may disclose the existence, terms, or conditions of buyer's offer unless all parties and their agent have signed a written confidentiality agreement. Whether any such information is actually disclosed depends on many factors, such as current market conditions, the prevailing practice in the real estate community, the listing agent's marketing strategy and the instructions of the seller. Buyer and seller understand that Broker may represent more than one buyer or more than one seller and even both buyer and seller on the same transaction and consents to such relationships. Seller and/or Buyer acknowledges reading and understanding this Possible Representation of More Than One Buyer or Seller - Disclosure and Consent and agrees to the agency possibilities disclosed. Seller Date Seller Date Buyer Date Buyer Date Buyer's Brokerage Firm DRE Lic # By DRE Lic # Date Seller's Brokerage Firm DRE Lic # By DRE Lic # Date © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 PRBS REVISED 12/21 (PAGE 1 OF 1) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Xiaogang Pan The Oppenheim Group 01983697 02110093 Xin Jin Westridge Commercial Inc.01353256 01198843 Mohammed Baghdadi The Oppenheim Group, 3140 East Coast Hwy Newport Beach CA 92625 (949)568-7015 4197 Ironwood Xin Jin DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 8:12 EST 2/13/2024 | 5:13 PST WIRE FRAUD AND ELECTRONIC FUNDS TRANSFER ADVISORY (C.A.R. Form WFA, Revised 12/21) Property Address: (“Property”). WIRE FRAUD AND ELECTRONIC FUNDS TRANSFERS ADVISORY: The ability to communicate and conduct business electronically is a convenience and reality in nearly all parts of our lives. At the same time, it has provided hackers and scammers new opportunities for their criminal activity. Many businesses have been victimized and the real estate business is no exception. While wiring or electronically transferring funds is a welcome convenience, we all need to exercise extreme caution. Emails attempting to induce fraudulent wire transfers have been received and have appeared to be legitimate. Reports indicate that some hackers have been able to intercept emailed transfer instructions, obtain account information and, by altering some of the data, redirect the funds to a different account. It also appears that some hackers were able to provide false phone numbers for verifying the wiring or funds transfer instructions. In those cases, the victim called the number provided to confirm the instructions, and then unwittingly authorized a transfer to somewhere or someone other than the intended recipient. ACCORDINGLY, YOU ARE ADVISED: 1. Obtain phone numbers and account numbers only from Escrow Officers, Property Managers, or Landlords at the beginning of the transaction. 2. DO NOT EVER WIRE OR ELECTRONICALLY TRANSFER FUNDS PRIOR TO CALLING TO CONFIRM THE TRANSFER INSTRUCTIONS. ONLY USE A PHONE NUMBER YOU WERE PROVIDED PREVIOUSLY. Do not use any different phone number or account number included in any emailed transfer instructions. 3. Orally confirm the transfer instruction is legitimate and confirm the bank routing number, account numbers and other codes before taking steps to transfer the funds. 4. Avoid sending personal information in emails or texts. Provide such information in person or over the telephone directly to the Escrow Officer, Property Manager, or Landlord. 5. Take steps to secure the system you are using with your email account. These steps include creating strong passwords, using secure WiFi, and not using free services. If you believe you have received questionable or suspicious wire or funds transfer instructions, immediately notify your bank, and the other party, and the Escrow Office, Landlord, or Property Manager. The sources below, as well as others, can also provide information: Federal Bureau of Investigation: https://www.fbi.gov/; the FBI's IC3 at www.ic3.gov; or 310-477-6565 National White Collar Crime Center: http://www.nw3c.org/ On Guard Online: https://www.onguardonline.gov/ NOTE: There are existing alternatives to electronic and wired fund transfers such as cashier's checks. By signing below, the undersigned acknowledge that each has read, understands and has received a copy of this Wire Fraud and Electronic Funds Transfer Advisory. Buyer/Tenant Date Buyer/Tenant Date Seller/Landlord Date Seller/Landlord Date ©2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 WFA REVISED 12/21 (PAGE 1 OF 1) WIRE FRAUD AND ELECTRONIC FUNDS TRANSFER ADVISORY (WFA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 Xiaogang Pan The Oppenheim Group, 3140 East Coast Hwy Newport Beach CA 92625 (949)568-7015 4197 Ironwood Xin Jin DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 8:12 EST BUYER HOMEOWNERS' INSURANCE ADVISORY (C.A.R. Form BHIA, 12/23) 1. IMPORTANCE OF OBTAINING PROPERTY INSURANCE:If the property you are purchasing is destroyed or damaged due to natural disaster or accident or some other event, insurance may be available to help with the cost of repair or rebuilding. In the absence of property insurance, the homeowner would be responsible for the full expense. If the property is purchased with a loan, or refinanced, the lender will require an insurance policy protecting its interest. Insurance policies can cover damage due to one or more of the following: fire, flood, earthquake and other causes. The policy or an insurance broker should be consulted to determine when coverage applies and whether a supplement or rider can be purchased to provide additional coverage or if a separate policy is necessary. 2. PROPERTY INSURANCE AND PURCHASE CONTRACT TERMS:Your real estate purchase contract may contain a contingency that gives you the right to legally cancel the agreement within a specified time if you are unable to obtain or afford property insurance. This cancellation right may be part of an overall investigation contingency or may be a specific contingency pertaining to insurance. If buyer waives or removes the applicable contingency before determining the availability and cost of property insurance, buyer is acting against the advice of broker. 3. CALIFORNIA'S PROPERTY INSURANCE MARKET:Some insurance carriers in California have stopped issuing new property insurance policies and others are limiting the number and location of new policies. These changes may affect both the availability and cost of insurance. However, over 50 insurance carriers are admitted to sell property insurance in California so it may be possible to obtain insurance even if some carriers will not write a new policy covering the property you intend to buy. An insurance broker may also be able to find a non-admitted insurance carrier offering to insure the property you intend to buy. Because locating an affordable insurance policy could take time and effort, buyers are advised to make all insurance inquiries as early in the home buying process as possible. 4. INSURANCE CONDITIONS:Many insurance carriers impose physical condition standards before issuing a policy, or reserve the right to cancel policies even after they are issued, if certain minimum standards are not confirmed in an inspection or otherwise. Physical conditions standards could include, but are not limited to, prohibition of “knob and tube” electrical wiring, requirements related to piping/plumbing materials, standards related to the age and/or quality of the roof or foundation, minimal safety standards related to handrails, tripping hazards, and defensible space requirements. 5. RESOURCES:The California Department of Insurance (DOI) maintains a website addressing Residential Home insurance. Resources on this State government webpage include:(i)Top Ten tips for Finding Residential Insurance; (ii)Residential Insurance Company Contact List;(iii)Home Insurance Finder; and (iv)information on other insurance issues. The webpage also includes information on how to contact the DOI, and suggestions on what to do if you cannot find insurance. The webpage and link to other documents is located at https://www.insurance.ca.gov/01-consumers/105- type/5-residential/index.cfm. 6. BROKER RECOMMENDATION:Buyer is advised to explore available property insurance options early in the home buying process and to consult with a qualified insurance professional of buyer's choosing to understand insurance availability and cost prior to removal of any related contingencies. Real estate brokers do not have expertise in this area. By signing below, Buyer acknowledges that Buyer has read, understands, and has received a copy of this Buyer Homeowners' Insurance Advisory. Buyer Date Buyer Date © 2023, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, orany portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIAASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. AREAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT ANAPPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 BHIA 12/23 (PAGE 1 OF 1) BUYER HOMEOWNERS' INSURANCE ADVISORY (BHIA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Xiaogang Pan The Oppenheim Group, 3140 East Coast Hwy Newport Beach CA 92625 (949)568-7015 4197 Ironwood Xin Jin DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 8:12 EST CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (C.A.R. FORM RPA, Revised 12/22) Date Prepared: 1. OFFER: A. THIS IS AN OFFER FROM (“Buyer”). B. THE PROPERTY to be acquired is , situated in (City), (County), California, (Zip Code), Assessor's Parcel No(s). (“Property”). (Postal/Mailing address may be different from city jurisdiction. Buyer is advised to investigate.)C. THE TERMS OF THE PURCHASE ARE SPECIFIED BELOW AND ON THE FOLLOWING PAGES. D.Buyer and Seller are referred to herein as the "Parties." Brokers and Agents are not Parties to this Agreement.2. AGENCY:A. DISCLOSURE:The Parties each acknowledge receipt of a “Disclosure Regarding Real Estate Agency Relationships” (C.A.R. Form AD) if represented by a real estate licensee. Buyer's Agent is not legally required to give to Seller's Agent the AD formSigned by Buyer. Seller's Agent is not legally obligated to give to Buyer's Agent the AD form Signed by Seller.B. CONFIRMATION:The following agency relationships are hereby confirmed for this transaction. Seller's Brokerage Firm License Number Is the broker of (check one): the Seller; or both the Buyer and Seller (Dual Agent). Seller's Agent License Number Is (check one): the Seller's Agent. (Salesperson or broker associate); or both the Buyer's and Seller's Agent (Dual Agent). Buyer's Brokerage Firm License Number Is the broker of (check one): the Buyer; or both the Buyer and Seller (Dual Agent). Buyer's Agent License Number Is (check one): the Buyer's Agent. (Salesperson or broker associate); or both the Buyer's and Seller's Agent (Dual Agent). C. More than one Brokerage represents Seller, Buyer. See, Additional Broker Acknowledgement (C.A.R. Form ABA). D. POTENTIALLY COMPETING BUYERS AND SELLERS:The Parties each acknowledge receipt of a “Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS).3. TERMS OF PURCHASE AND ALLOCATION OF COSTS:The items in this paragraph are contractual terms of the Agreement. Referenced paragraphs provide further explanation. This form is 16 pages. The Parties are advised to read all 16 pages. Paragraph # Paragraph Title or Contract Term Terms and Conditions Additional Terms A 5, 5B (cash)Purchase Price $ All Cash B Close of Escrow (COE) Days after Acceptance OR on (date) C 32A Expiration of Offer 3 calendar days after all Buyer Signature(s)or (date), at 5PM or AM/ PM D(1)5A(1)Initial Deposit Amount $ ( % of purchase price) (% number above is for calculation purposes and is not a contractual term) within 3 (or ) business days after Acceptance by wire transfer OR D(2)5A(2) Increased Deposit (Money placed into escrow after the initial deposit. Use form DID at time increased deposit is made.) $ ( % of purchase price) (% number above is for calculation purposes and is not a contractual term) Upon removal of all contingencies OR (date) OR E(1)5C(1)Loan Amount(s):First Interest Rate Points $ ( % of purchase price) Fixed rate or Initial adjustable rate ● not to exceed % ● Buyer to pay up to points to obtain the rate above Conventional or, if checked, FHA (Forms FVAC/HID attached) VA (Form FVAC attached) Seller Financing Other: If FHA or VA checked, Deliver list of lender required repairs 17 (or ) Days after Acceptance E(2)5C(2) Additional Financed Amount Interest Rate Points $ ( % of purchase price) Fixed rate or Initial adjustable rate ● not to exceed % ● Buyer to pay up to points to obtain rate above Conventional or, if checked, Seller Financing Other: E(3)7A Occupancy Type Primary, or if checked, Secondary Investment F 5D Balance of Down Payment $ PURCHASE PRICE TOTAL $ © 2022, California Association of REALTORS®, Inc. RPA REVISED 12/22 (PAGE 1 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 1 OF 16) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com February 13, 2024 Xiaogang Pan 4197 Ironwood Avenue S Seal Beach Orange 90740 21719109 Westridge Commercial Inc.01353256 X Mohammed Baghdadi 01198843 X The Oppenheim Group 01983697 X Xin Jin 02110093 X X 1,280,000.00 X X 10 38,400.00 3.00 1,241,600.00 1,280,000.00 The Oppenheim Group, 3140 East Coast Hwy Newport Beach CA 92625 (949)568-7015 4197 Ironwood Xin Jin DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date: Paragraph # Paragraph Title or Contract Term Terms and Conditions Additional Terms G(1)5E Seller Credit, if any, to Buyer $ ( % of purchase price) (% number above is for calculation purposesand is not a contractual term) Seller credit to be applied to closing costs OR Other: G(2)ADDITIONAL FINANCE TERMS: G(3)18 Seller agrees to pay the obligation of Buyer to compensate Buyer's Broker under a separate agreement (C.A.R.Form SPBB attached). Seller's Broker's offer, if any, to compensate Buyer's Broker is unaffected unless Otherwise Agreed. H(1)5B Verification of All Cash (sufficient funds) Attached to the offer or 3 (or ) Days after Acceptance H(2)6A Verification of Down Payment and Closing Costs Attached to the offer or 3 (or ) Days after Acceptance H(3)6B Verification of Loan Application Attached to the offer or 3 (or ) Daysafter Acceptance Prequalification Preapproval Fully underwritten preapproval I Intentionally Left Blank J 16 Final Verification of Condition 5 (or ) Days prior to COE K 23 Assignment Request 17 (or ) Days after Acceptance L 8 CONTINGENCIES TIME TO REMOVE CONTINGENCIES CONTINGENCY REMOVED L(1)8A Loan(s)17 (or ) Days after Acceptance No loan contingency L(2)8B Appraisal:Appraisal contingencybased upon appraised value at a minimum of purchase price or $ 17 (or ) Days after Acceptance No appraisal contingency Removal of appraisal contingency does not eliminate appraisalcancellation rights in FVAC. L(3)8C, 12 Investigation of Property 17 (or ) Days after Acceptance Informational Access to Property 17 (or ) Days after Acceptance REMOVAL OR WAIVER OF Buyer's right to access the Property for informational purposes is NOT a contingency, does NOT create cancellation rights, and applies even if contingencies are removed. CONTINGENCY: L(4)8D, 14A Review of Seller Documents 17 (or ) Days after Acceptance, or 5 Daysafter Delivery, whichever is later L(5)8E, 13A Preliminary ("Title") Report 17 (or ) Days after Acceptance, or 5 Daysafter Delivery, whichever is later L(6)8F, 11L Common Interest Disclosures required by Civil Code § 4525 or this Agreement 17 (or ) Days after Acceptance, or 5 Days after Delivery, whichever is later L(7)8G, 9B(6)Review of leased or liened items (Such as for solar panels or propane tanks or PACE or HERO liens) 17 (or ) Days after Acceptance, or 5 Days after Delivery, whichever is later CR-B attached L(8)8J Sale of Buyer's Property Sale of Buyer's property is not a contingency, UNLESS checked here:C.A.R. Form COP attached M Possession Time for Performance Additional Terms M(1) Time of Possession Upon notice of recordation, OR 6 PM or AM/ PM on date specified, as applicable, in 3M(2) or attached TOPA. M(2)7C Seller Occupied or Vacant units COE date or, if checked below, days after COE (29 or fewer days) days after COE (30 or more days) C.A.R. Form SIP attached if 29 orfewer days. C.A.R. Form RLAS attached if 30 or more days. M(3)4A, 7A Occupied units by tenants or anyone other than the Seller Tenant Occupied Property Addendum (C.A.R. Form TOPA) attached Seller shall disclose to Buyer if occupied by tenants or persons other than the Seller, and attach TOPA in a counter offer if not part of Buyer's offer. N Documents/Fees/Compliance Time for Performance N(1)14A Seller Delivery of Documents 7 (or ) Days after Acceptance N(2)19B Sign and return Escrow Holder Provisions and Instructions 5 (or ) Days after Delivery N(3)11L(2) Time to pay fees for ordering HOA Documents 3 (or ) Days after Acceptance N(4)10B(1) Install smoke alarm(s), COdetector(s), water heater bracing 7 (or ) Days after Acceptance N(5)28 Evidence of representative authority 3 Days after Acceptance RPA REVISED 12/22 (PAGE 2 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 2 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 X X X 5 5 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date: O Intentionally Left Blank P Items Included and Excluded P(1)9 Items Included - All items specified in Paragraph 9B are included and the following, if checked: Stove(s), oven(s), stove/oven Video doorbell(s); Above-ground pool(s) / spa(s); combo(s); Security camera equipment; Bathroom mirrors, unless Refrigerator(s); Security system(s)/alarm(s), other than excluded below; Wine Refrigerator(s); separate video doorbell and camera Electric car charging systems Washer(s); equipment; and stations; Dryer(s); Smart home control devices; Potted trees/shrubs; Dishwasher(s); Wall mounted brackets for video or audio Microwave(s); equipment; Additional Items Included:. . . . . P(2) Excluded Items: ; ; ; Q Allocation of Costs Paragraph # Item Description Who Pays (if Both is checked, cost to be split equally unless Otherwise Agreed) Additional Terms Q(1)10A, 11A Natural Hazard Zone Disclosure Report, including tax information Buyer Seller Both Environmental Other Provided by: Q(2)10A Buyer Seller Both Provided by: Q(3) Report Buyer Seller Both Q(4)10B(1) Smoke alarms, CO detectors, waterheater bracing Buyer Seller Both Q(5)10A 10B(2) Government Required Point of Sale inspections, reports Buyer Seller Both Q(6)10B(2) Government Required Point of Salecorrective/remedial actions Buyer Seller Both Q(7)19B Escrow Fee Buyer Seller Both Each to pay their own fees Escrow Holder: Q(8)13 Owner's title insurance policy Buyer Seller Both Title Co. (If different from Escrow Holder): Q(9)Buyer's Lender title insurance policy Buyer Unless Otherwise Agreed, Buyer shall purchase any title insurance policy insuring Buyer's lender. Q(10)County transfer tax, fees Buyer Seller Both Q(11)City transfer tax, fees Buyer Seller Both Q(12)11L(2) HOA fee for preparing disclosures Seller Q(13)HOA certification fee Buyer Q(14)HOA transfer fees Buyer Seller Both Unless Otherwise Agreed, Seller shall pay for separate HOA move- out fee and Buyer shall pay for separate move-in fee. Applies if separately billed or itemized with cost in transfer fee. Q(15)Private transfer fees Seller, or if checked, Buyer Both Q(16) fees or costs Buyer Seller Both Q(17) fees or costs Buyer Seller Both Q(18)10C Home warranty plan chosen by Buyer. Coverage includes, but is not limited to: Buyer Seller Both If Seller or Both checked, Seller's cost not to exceed $ . Issued by: Buyer waives home warranty plan R OTHER TERMS: RPA REVISED 12/22 (PAGE 3 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 3 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 X X X X X X seller's choice Click here for Additional Report Click here to select Wildfire Service Provider Inspection X X X X X seller's choice X seller's choice X X X X Property to be sold AS-IS 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date: 4. PROPERTY ADDENDA AND ADVISORIES:(check all that apply) A. PROPERTY TYPE ADDENDA:This Agreement is subject to the terms contained in the Addenda checked below: Tenant Occupied Property Addendum (C.A.R. Form TOPA) (Should be checked whether current tenants will remain or not.) Probate Agreement Purchase Addendum (C.A.R. Form PA-PA) Manufactured Home Purchase Addendum (C.A.R. Form MH-PA) Tenancy in Common Purchase Addendum (C.A.R. Form TIC-PA) Stock Cooperative Purchase Addendum (C.A.R. Form COOP-PA) Mixed Use Purchase Addendum (C.A.R. Form MU-PA) Other B. OTHER ADDENDA:This Agreement is subject to the terms contained in the Addenda checked below: Addendum # (C.A.R. Form ADM) Short Sale Addendum (C.A.R. Form SSA) Back Up Offer Addendum (C.A.R. Form BUO) Court Confirmation Addendum (C.A.R. Form CCA) Septic, Well, Property Monument and Propane Addendum (C.A.R. Form SWPI) Buyer Intent to Exchange Addendum (C.A.R. Form BXA) Seller Intent to Exchange Addendum (C.A.R. Form SXA) Other Other C. BUYER AND SELLER ADVISORIES: (Note: All Advisories below are provided for reference purposes only and are not intended to be incorporated into this Agreement.) Buyer's Investigation Advisory (C.A.R. Form BIA) Fair Housing and Discrimination Advisory (C.A.R. Form FHDA) Wire Fraud Advisory (C.A.R. Form WFA) Cal. Consumer Privacy Act Advisory (C.A.R. Form CCPA) (Parties may also receive a privacy disclosure from their own Agent.) Wildfire Disaster Advisory (C.A.R. Form WFDA) Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) Trust Advisory (C.A.R. Form TA) Short Sale Information and Advisory (C.A.R. Form SSIA) REO Advisory (C.A.R. Form REO) Probate Advisory (C.A.R. Form PA) Other Other 5. ADDITIONAL TERMS AFFECTING PURCHASE PRICE:Buyer represents that funds will be good when deposited with Escrow Holder.A. DEPOSIT: (1)INITIAL DEPOSIT:Buyer shall deliver deposit directly to Escrow Holder. If a method other than wire transfer is specifiedinparagraph 3D(1)and such method is unacceptable to Escrow Holder, then upon notice from Escrow Holder, delivery shall be by wire transfer.(2)INCREASED DEPOSIT:Increased deposit specified in paragraph 3D(2)is to be delivered to Escrow Holder in the same manner as the Initial Deposit. If the Parties agree to liquidated damages in this Agreement, they also agree to incorporatethe increased deposit into the liquidated damages amount by signing a new liquidated damages clause (C.A.R. Form DID) at the time the increased deposit is delivered to Escrow Holder.(3)RETENTION OF DEPOSIT: Paragraph 29, if initialed by all Parties or otherwise incorporated into this Agreement, specifies a remedy for Buyer's default. Buyer and Seller are advised to consult with a qualified California realestate attorney: (i) Before adding any other clause specifying a remedy (such as release or forfeiture of deposit or making a deposit non-refundable) for failure of Buyer to complete the purchase. Any such clause shall bedeemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code; and (ii) Regarding possible liability and remedies if Buyer fails to deliver the deposit.B. ALL CASH OFFER:If an all cash offer is specified in paragraph 3A, no loan is needed to purchase the Property. This Agreement is NOT contingent on Buyer obtaining a loan. Buyer shall, within the time specified in paragraph 3H(1), Deliverwritten verification of funds sufficient for the purchase price and closing costs. C. LOAN(S):(1)FIRST LOAN:This loan will provide for conventional financing UNLESS FHA, VA, Seller Financing (C.A.R. Form SFA), or Other is checked in paragraph 3E(1).(2)ADDITIONAL FINANCED AMOUNT:If an additional financed amount is specified in paragraph 3E(2), that amount will provide for conventional financing UNLESS Seller Financing (C.A.R. Form SFA), or Other is checked in paragraph 3E(2).(3)BUYER'S LOAN STATUS:Buyer authorizes Seller and Seller's Authorized Agent to contact Buyer's lender(s) to determine the status of any Buyer's loan specified in paragraph 3E, or any alternate loan Buyer pursues, whether or not acontingency of this Agreement. If the contact information for Buyer's lender(s) is different from that provided under the terms of paragraph 6B, Buyer shall Deliver the updated contact information within 1 Day of Seller's request.(4)FHA/VA: If FHA or VA is checked in paragraph 3E(1),a FHA/VA amendatory clause (C.A.R. Form FVAC) shall be incorporated and Signed by all Parties. Buyer shall, within the time specified in paragraph 3E(1),Deliver to Seller writtennotice (C.A.R. Form RR or AEA)(i)of any lender requirements that Buyer requests Seller to pay for or otherwise correct or (ii)that there are no lender requirements. Notwithstanding Seller's agreement that Buyer may obtain FHA or VAfinancing, Seller has no obligation to pay or satisfy any or all lender requirements unless agreed in writing. D. BALANCE OF PURCHASE PRICE (DOWN PAYMENT, paragraph 3F) (including all-cash funds)to be deposited withEscrow Holder pursuant to Escrow Holder instructions. E. LIMITS ON CREDITS TO BUYER:Any credit to Buyer as specified in paragraph 3G(1)or Otherwise Agreed, from anysource, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer's lender, if any, and made at Close Of Escrow. If the total credit allowed by Buyer's lender (“Lender Allowable Credit”) is less than theContractual Credit, then (i)the Contractual Credit from Seller shall be reduced to the Lender Allowable Credit, and (ii)in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price tomake up for the difference between the Contractual Credit and the Lender Allowable Credit. 6. ADDITIONAL FINANCING TERMS:A. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS:Written verification of Buyer's down payment and closing costs, within the time specified in paragraph 3H(2)may be made by Buyer or Buyer's lender or loan broker pursuant to paragraph 6B.B. VERIFICATION OF LOAN APPLICATIONS:Buyer shall Deliver to Seller, within the time specified in paragraph 3H(3)a letter from Buyer's lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer isprequalified or preapproved for any NEW loan specified in paragraph 3E. If any loan specified in paragraph 3E is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate. RPA REVISED 12/22 (PAGE 4 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 4 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 X X X X 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date:C. BUYER STATED FINANCING:Seller is relying on Buyer's representation of the type of financing specified (including, but notlimited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price, and to sell to Buyer in reliance on Buyer's specified financing. Buyer shall pursue the financingspecified in this Agreement, even if Buyer also elects to pursue an alternative form of financing. Seller has no obligation tocooperate with Buyer's efforts to obtain any financing other than that specified in this Agreement but shall not interfere with closingat the purchase price on the COE date (paragraph 3B) even if based upon alternate financing. Buyer's inability to obtain alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement.7. CLOSING AND POSSESSION:A. OCCUPANCY:If Buyer intends to occupy as a primary or secondary residence (see paragraph 3E(3)), and unless OtherwiseAgreed, such as in C.A.R. Form TOPA:(i)the unit Buyer intends to occupy shall be vacant at the time possession is delivered toBuyer, and (ii)if the Property contains more than one unit, within 3 Days after Acceptance Buyer shall give Seller written notice of which unit Buyer intends to occupy. Occupancy may impact available financing.Seller shall disclose to Buyer if occupied bytenants or persons other than Seller, and attach C.A.R. Form TOPA in a counter offer if not part of Buyer's offer.B. CONDITION OF PROPERTY ON CLOSING: (1)Unless Otherwise Agreed:(i)the Property shall be delivered “As-Is”in its PRESENT physical condition as of the date of Acceptance;(ii)the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the samecondition as on the date of Acceptance; and (iii)all debris and personal property not included in the sale shall be removedby Close Of Escrow or at the time possession is delivered to Buyer, if not on the same date. If items are not removed when possession is delivered to Buyer, all items shall be deemed abandoned. Buyer, after first Delivering to Seller writtennotice to remove the items within 3 Days, may pay to have such items removed or disposed of and may bring legal action,as per this Agreement, to receive reasonable costs from Seller.(2)Buyer is strongly advised to conduct investigations of the entire Property in order to determine its presentcondition. Seller and Agents may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with currentLaw, or have had all required permits issued and/or finalized.C. SELLER REMAINING IN POSSESSION AFTER CLOSE OF ESCROW:If Seller has the right to remain in possession afterClose Of Escrow pursuant to paragraph 3M(2)or as Otherwise Agreed: The Parties are advised to (i)consult with their insurance and legal advisors for information about liability and damage or injury to persons and personal and real property;and (ii)consult with a qualified California real estate attorney where the Property is located to determine the ongoing rightsand responsibilities of both Buyer and Seller with regard to each other, including possible tenant rights, and what type of written agreement to use to document the relationship between the Parties. Buyer is advised to consult with Buyer's lenderabout the impact of Seller's occupancy on Buyer's loan.D. At Close Of Escrow: (i)Seller assigns to Buyer any assignable warranty rights for items included in the sale; and (ii)Seller shallDeliver to Buyer available Copies of any such warranties. Agents cannot and will not determine the assignability of any warranties.E.Seller shall, on Close Of Escrow unless Otherwise Agreed and even if Seller remains in possession, provide keys, passwords,codes and/or means to operate all locks, mailboxes, security systems, alarms, home automation systems, intranet andInternet-connected devices included in the purchase price, garage door openers, and all items included in either paragraph 3Porparagraph 9. If the Property is a condominium or located in a common interest development, Seller shall be responsible for securing or providing any such items for Association amenities, facilities, and access. Buyer may be required to pay a depositto the Homeowners' Association (“HOA”) to obtain keys to accessible HOA facilities.8. CONTINGENCIES AND REMOVAL OF CONTINGENCIES:A. LOAN(S): (1)This Agreement is,unless otherwise specified in paragraph 3L(1) or an attached CR-B form, contingent upon Buyer obtaining the loan(s) specified. If contingent, Buyer shall act diligently and in good faith to obtain the designated loan(s).Ifthere is no appraisal contingency or the appraisal contingency has been waived or removed, then failure of theProperty to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant tothe loan contingency if Buyer is otherwise qualified for the specified loan and Buyer is able to satisfy lender's non-appraisal conditions for closing the loan.(2) Buyer is advised to investigate the insurability of the Property as early as possible, as this may be a requirement forlending. Buyer's ability to obtain insurance for the Property, including fire insurance, is part of Buyer's Investigation of Property contingency. Failure of Buyer to obtain insurance may justify cancellation based on the Investigation contingencybut not the loan contingency.(3)Buyer's contractual obligations regarding deposit, balance of down payment and closing costs are not contingencies ofthis Agreement, unless Otherwise Agreed. (4) If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency.(5)NO LOAN CONTINGENCY: If "No loan contingency" is checked in paragraph 3L(1), obtaining any loan specified is NOTa contingency of this Agreement. If Buyer does not obtain the loan specified, and as a result is unable to purchase theProperty, Seller may be entitled to Buyer's deposit or other legal remedies.B. APPRAISAL: (1)This Agreement is,unless otherwise specified in paragraph 3L(2) or an attached CR-B form, contingent upon awritten appraisal of the Property by a licensed or certified appraiser at no less than the amount specified in paragraph3L(2), without requiring repairs or improvements to the Property. Appraisals are often a reliable source to verify square footage of the subject Property. However, the ability to cancel based on the measurements provided in an appraisal fallswithin the Investigation of Property contingency. The appraisal contingency is solely limited to the value determined by theappraisal. For any cancellation based upon this appraisal contingency, Buyer shall Deliver a Copy of the written appraisalto Seller, upon request by Seller. (2)NO APPRAISAL CONTINGENCY:If "No appraisal contingency" is checked in paragraph 3L(2), then Buyer may not use the loan contingency specified in paragraph 3L(1)to cancel this Agreement if the sole reason for not obtaining the loan isthat the appraisal relied upon by Buyer's lender values the property at an amount less than that specified in paragraph3L(2). If Buyer is unable to obtain the loan specified solely for this reason, Seller may be entitled to Buyer's deposit or other legal remedies.(3) Fair Appraisal Act: The Parties acknowledge receipt of the attached Fair Appraisal Act Addendum (C.A.R. Form FAAA).C. INVESTIGATION OF PROPERTY:This Agreement is, as specified in paragraph 3L(3), contingent upon Buyer's acceptanceof the condition of, and any other matter affecting, the Property. See paragraph 12. D. REVIEW OF SELLER DOCUMENTS:This Agreement is, as specified in paragraph 3L(4), contingent upon Buyer's reviewand approval of Seller's documents required in paragraph 14A. RPA REVISED 12/22 (PAGE 5 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 5 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 X 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date:E. TITLE: (1)This Agreement is, as specified in paragraph 3L(5), contingent upon Buyer's ability to obtain the title policy provided for inparagraph 13G and on Buyer's review of a current Preliminary Report and items that are disclosed or observable even if not on record or not specified in the Preliminary Report, and satisfying Buyer regarding the current status of title. Buyer isadvised to review all underlying documents and other matters affecting title, including, but not limited to, any documents or deeds referenced in the Preliminary Report and any plotted easements.(2)Buyer has 5 Days after receipt to review a revised Preliminary Report, if any, furnished by the Title Company and cancel the transaction if the revised Preliminary Report reveals material or substantial deviations from a previously providedPreliminary Report. F. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES (IF APPLICABLE):This Agreement is, as specified inparagraph 3L(6), contingent upon Buyer's review and approval of Common Interest Disclosures required by Civil Code § 4525 and under paragraph 11L (“CI Disclosures”).G. BUYER REVIEW OF LEASED OR LIENED ITEMS CONTINGENCY:Buyer's review of and ability and willingness to assume any lease, maintenance agreement or other ongoing financial obligation, or to accept the Property subject to any lien,disclosed pursuant to paragraph 9B(6), is, as specified in paragraph 3L(7), a contingency of this Agreement. Any assumption of the lease shall not require any financial obligation or contribution by Seller. Seller, after first Delivering a Notice to Buyer toPerform, may cancel this Agreement if Buyer, by the time specified in paragraph 3L(7), refuses to enter into any necessary written agreements to accept responsibility for all obligations of Seller-disclosed leased or liened items.H. REMOVAL OR WAIVER OF CONTINGENCIES WITH OFFER: Buyer shall have no obligation to remove a contractual contingency unless Seller has provided all required documents, reports, disclosures, and information pertaining tothat contingency.If Buyer does remove a contingency without first receiving all required information from Seller, Buyer is relinquishing any contractual rights that apply to that contingency.If Buyer removes or waives any contingencies withoutan adequate understanding of the Property's condition or Buyer's ability to purchase, Buyer is acting against the advice of Agent.I. REMOVAL OF CONTINGENCY OR CANCELLATION: (1)For any contingency specified in paragraph 3L, 8, or elsewhere, Buyer shall, within the applicable periodspecified, remove the contingency or cancel this Agreement. (2) For the contingencies for review of Seller Documents, Preliminary Report, and Condominium/Planned DevelopmentDisclosures, Buyer shall, within the time specified in paragraph 3L or 5 Days after Delivery of Seller Documents or CI Disclosures, whichever occurs later, remove the applicable contingency in writing or cancel this Agreement.(3) If Buyer does not remove a contingency within the time specified, Seller, after first giving Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), shall have the right to cancel this Agreement.J. SALE OF BUYER'S PROPERTY:This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer unless the Sale of Buyer's Property (C.A.R. Form COP) is checked as a contingency of thisAgreement in paragraph 3L(8). 9. ITEMS INCLUDED IN AND EXCLUDED FROM SALE:A. NOTE TO BUYER AND SELLER:Items listed as included or excluded in the Multiple Listing Service (MLS), flyers, marketing materials, or disclosures are NOT included in the purchase price or excluded from the sale unless specified in this paragraphorparagraph 3P or as Otherwise Agreed. Any items included herein are components of the home and are not intended to affect the price. All items are transferred without Seller warranty.B. ITEMS INCLUDED IN SALE: (1) All EXISTING fixtures and fittings that are attached to the Property;(2)EXISTING electrical, mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates, solar power systems, built-in appliances and appliances for which special openings or encasements have been made(whether or not checked in paragraph 3P), window and door screens, awnings, shutters, window coverings (which includes blinds, curtains, drapery, shutters or any other materials that cover any portion of the window) and any associated hardwareand rods, attached floor coverings, television antennas, satellite dishes, air coolers/conditioners, pool/spa equipment (including, but not limited to, any cleaning equipment such as motorized/automatic pool cleaners, pool heaters, pool nets,pool covers), garage door openers/remote controls, mailbox, in-ground landscaping, water features and fountains, water softeners, water purifiers, light bulbs (including smart bulbs) and all items specified as included in paragraph 3P, if currentlyexisting at the time of Acceptance. Note:If Seller does not intend to include any item specified as being included above because it is not owned by Seller,whether placed on the Property by Agent, stager or other third party, the item should be listed as being excluded in paragraph 3P or excluded by Seller in a counter offer.(3) Security System includes any devices, hardware, software, or control units used to monitor and secure the Property, including but not limited to, any motion detectors, door or window alarms, and any other equipment utilized for suchpurpose. If checked in paragraph 3P, all such items are included in the sale, whether hard wired or not. (4) Home Automation (Smart Home Features) includes any electronic devices and features including, but not limited to,thermostat controls, kitchen appliances not otherwise excluded, and lighting systems, that are connected (hard wired or wirelessly) to a control unit, computer, tablet, phone, or other “smart” device. Any Smart Home devices and features thatare physically affixed to the real property, and also existing light bulbs, are included in the sale. Buyer is advised to use paragraph 3P(1)or an addendum to address more directly specific items to be included. Seller is advised to use acounter offer to address more directly any items to be excluded. (5)Non-Dedicated Devices: If checked in paragraph 3P, all smart home and security system control devices are included inthe sale, except for any non-dedicated personal computer, tablet, or phone used to control such features. Buyer acknowledges that a separate device and access to wifi or Internet may be required to operate some smart home featuresand Buyer may have to obtain such device after Close Of Escrow. Seller shall de-list any devices from any personal accounts and shall cooperate with any transfer of services to Buyer. Buyer is advised to change all passwords and ensurethe security of any smart home features. (6)LEASED OR LIENED ITEMS AND SYSTEMS:Seller, within the time specified in paragraph 3N(1), shall (i)disclose toBuyer if any item or system specified in paragraph 3P or 9B or otherwise included in the sale is leased, or not owned by Seller, or is subject to any maintenance or other ongoing financial obligation, or specifically subject to a lien or other encumbrance orloan, and (ii)Deliver to Buyer all written materials (such as lease, warranty, financing, etc.) concerning any such item. RPA REVISED 12/22 (PAGE 6 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 6 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date:(7)Seller represents that all items included in the purchase price, unless Otherwise Agreed,(i)are owned by Seller and shallbe transferred free and clear of liens and encumbrances, except the items and systems identified pursuant to paragraph9B(6), and (ii)are transferred without Seller warranty regardless of value. Seller shall cooperate with the identification ofany software or applications and Buyer's efforts to transfer any services needed to operate any Smart Home Features orother items included in this Agreement, including, but not limited to, utilities or security systems. C. ITEMS EXCLUDED FROM SALE:Unless Otherwise Agreed, the following items are excluded from sale:(i)All items specified in paragraph 3P(2); (ii)audio and video components (such as flat screen TVs, speakers and other items) if any such item is not itself attached to the Property, even if a bracket or other mechanism attached to the component or item is attached to the Property;(iii)furniture and other items secured to the Property for earthquake or safety purposes.Unless otherwise specified in paragraph 3P(1), brackets attached to walls, floors or ceilings for any such component, furniture or item will be removed and holes or other damage shall be repaired, but not painted.10. ALLOCATION OF COSTS: A. INSPECTIONS, REPORTS, TESTS AND CERTIFICATES: Paragraphs 3Q(1), (2), (3), and (5)only determines who is to payfor the inspection, report, test, certificate or service mentioned;it does not determine who is to pay for any work recommended or identified in any such document. Agreements for payment of required work should be specifiedelsewhere in paragraph 3Q, or 3R, or in a separate agreement (such as C.A.R. Forms RR, RRRR, ADM or AEA).Any reports in these paragraphs shall be Delivered in the time specified in paragraph 3N(1).B. GOVERNMENT REQUIREMENTS AND CORRECTIVE OR REMEDIAL ACTIONS: (1)LEGALLY REQUIRED INSTALLATIONS AND PROPERTY IMPROVEMENTS:Any required installation of smoke alarm orcarbon monoxide device(s) or securing of water heater shall be completed within the time specified in paragraph 3N(4) and paid by the Party specified in paragraph 3Q(4). If Buyer is to pay for these items, Buyer, as instructed by EscrowHolder, shall deposit funds into escrow or directly to the vendor completing the repair or installation. Prior to Close Of Escrow, Seller shall Deliver to Buyer written statement(s) of compliance in accordance with any Law, unless Seller isexempt. If Seller is to pay for these items and does not fulfill Seller's obligation in the time specified, and Buyer incurs costs to comply with lender requirements concerning those items, Seller shall be responsible for Buyer's costs.(2)POINT OF SALE REQUIREMENTS: (A) Point of sale inspections, reports and repairs refer to any such actions required to be completed before or after CloseOf Escrow that are required in order to close under any Law and paid by Party specified in paragraphs 3Q(5) and 3Q(6). Unless Parties Otherwise Agree to another time period, any such repair, shall be completed prior to finalverification of Property. If Buyer agrees to pay for any portion of such repair, Buyer, shall (i)directly pay to the vendor completing the repair or (ii)provide an invoice to Escrow Holder, deposit funds into escrow sufficient to pay forBuyer's portion of such repair and request Escrow Holder pay the vendor completing the repair. (B)Buyer shall be provided, within the time specified in paragraph 3N(1), unless Parties Otherwise Agree to anothertime period, a Copy of any required government-conducted or point-of-sale inspection report prepared pursuant to this Agreement or in anticipation of this sale of the Property.(3)REINSPECTION FEES:If any repair in paragraph 10B(1)is not completed within the time specified and the lender requires an additional inspection to be made, Seller shall be responsible for any corresponding reinspection fee. If Buyerincurs costs to comply with lender requirements concerning those items, Seller shall be responsible for those costs. (4)INFORMATION AND ADVICE ON REQUIREMENTS:Buyer and Seller are advised to seek information from aknowledgeable source regarding local and State mandates and whether they are point of sale requirements or requirements of ownership. Agents do not have expertise in this area and cannot ascertain all of the requirements or costsof compliance. C. HOME WARRANTY:(1) Buyer shall choose the home warranty plan and any optional coverages. Buyer shall pay any cost of that plan, chosen by Buyer, that exceeds the amount allocated to Seller in paragraph 3Q(18). Buyer is informed that home warranty planshave many optional coverages, including but not limited to, coverages for Air Conditioner and Pool/Spa. Buyer is advised to investigate these coverages to determine those that may be suitable for Buyer and their cost.(2)If Buyer waives the purchase of a home warranty plan in paragraph 3Q(18), Buyer may still purchase a home warranty plan, at Buyer's expense, prior to Close Of Escrow.11. STATUTORY AND OTHER DISCLOSURES (INCLUDING LEAD-BASED PAINT HAZARD DISCLOSURES) AND CANCELLATION RIGHTS:A. TDS, NHD, AND OTHER STATUTORY AND SUPPLEMENTAL DISCLOSURES: (1)Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer: unless exempt, fully completed disclosures ornotices required by §§ 1102 et. seq. and 1103 et. seq. of the Civil Code (“Statutory Disclosures”). Statutory Disclosures include, but are not limited to, a Real Estate Transfer Disclosure Statement (C.A.R. Form TDS), Natural HazardDisclosure Statement ("NHD"), notice or actual knowledge of release of illegal controlled substance, notice of special tax and/or assessments (or, if allowed, substantially equivalent notice regarding the Mello-Roos Community Facilities Act of1982 and Improvement Bond Act of 1915) and, if Seller has actual knowledge, of industrial use and military ordnance location (C.A.R. Form SPQ or ESD), and, if the Property is in a high or very high fire hazard severity area, the information,notices, documentation, and agreements required by §§ 1102.6(f) and 1102.19 of the Civil Code (C.A.R. Form FHDS). (2) The Real Estate Transfer Disclosure Statement required by this paragraph is considered fully completed if Seller has completedthe section titled Coordination with Other Disclosure Forms by checking a box (Section I), and Seller has completed and answered all questions and Signed the Seller's Information section (Section II) and the Seller's Agent, if any, has completedand Signed the Seller's Agent's section (Section III), or, if applicable, an Agent Visual Inspection Disclosure (C.A.R. Form AVID). Section V acknowledgment of receipt of a Copy of the TDS shall be Signed after all previous sections, if applicable,have been completed. Nothing stated herein relieves a Buyer's Agent, if any, from the obligation to (i)conduct a reasonably competent and diligent visual inspection of the accessible areas of the Property and disclose, on Section IV ofthe TDS, or an AVID, material facts affecting the value or desirability of the Property that were or should have been revealed by such an inspection or (ii)complete any sections on all disclosures required to be completed by Buyer's Agent.(3)Seller shall, within the time specified in paragraph 3N(1), provide “Supplemental Disclosures” as follows:(i)unless exempt from the obligation to provide a TDS, complete a Seller Property Questionnaire (C.A.R. Form SPQ) by answeringall questions and Signing and Delivering a Copy to Buyer;(ii)if exempt from the obligation to provide a TDS, complete an Exempt Seller Disclosure (C.A.R. Form ESD) by answering all questions and Signing and Delivering a Copy to Buyer. RPA REVISED 12/22 (PAGE 7 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 7 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date:(4) In the event Seller or Seller's Agent, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer underthis paragraph, Seller shall, in writing, promptly provide a subsequent or amended TDS, Seller Property Questionnaire or other document, in writing, covering those items. Any such document shall be deemed an amendment to the TDS or SPQ.However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies of which Buyer is otherwise aware, or which are discovered by Buyer or disclosed in reports or documentsprovided to or ordered and paid for by Buyer.B. LEAD DISCLOSURES: (1)Seller shall, within the time specified in paragraph 3N(1), for any residential property built before January 1, 1978,unless exempted by Law, Deliver to Buyer a fully completed Federal Lead-Based Paint Disclosures (C.A.R. FormLPD) and pamphlet (“Lead Disclosures”). (2)Buyer shall, within the time specified in paragraph 3L(3), have the opportunity to conduct a risk assessment or to inspect for the presence of lead-based paint hazards.C. HOME FIRE HARDENING DISCLOSURE AND ADVISORY:For any transaction where a TDS is required, the property islocated in a high or very high fire hazard severity zone, and the home was constructed before January 1, 2010 , Seller shall,within the time specified in paragraph 3N(1), Deliver to Buyer:(i)a home hardening disclosure required by law; and (ii)a statement of features of which the Seller is aware that may make the home vulnerable to wildfire and flying embers; and (iii)afinal inspection report regarding compliance with defensible space requirements if one was prepared pursuant to GovernmentCode § 51182 (C.A.R. Form FHDS).D. DEFENSIBLE SPACE DISCLOSURE AND ADDENDUM:For any transaction in which a TDS is required and the property is located in a high or very high fire hazard severity zone, Seller shall, within the time specified in paragraph 3N(1), Deliver toBuyer(i)a disclosure of whether the Property is in compliance with any applicable defensible space laws designed to protect astructure on the Property from fire; and (ii)an addendum allocating responsibility for compliance with any such defensible space law (C.A.R. Form FHDS).E. WAIVER PROHIBITED:Waiver of Statutory, Lead, and other Disclosures in paragraphs 11A(1),11B,11C, and 11D areprohibited by Law.F. RETURN OF SIGNED COPIES:Buyer shall, within the time specified in paragraph 3L(4)OR 5 Days after Delivery of anydisclosures specified in paragraphs 11 A,B,C or D, and defensible space addendum in paragraph 11D, whichever is later, return Signed Copies of the disclosures, and if applicable, addendum, to Seller.G. TERMINATION RIGHTS:(1)Statutory and Other Disclosures:If any disclosure specified in paragraphs 11A,B,C, or D, or subsequent or amendeddisclosure to those just specified, is Delivered to Buyer after the offer is Signed, Buyer shall have the right to terminate thisAgreement within 3 Days after Delivery in person, or 5 Days after Delivery by deposit in the mail, or by an electronicrecord or email satisfying the Uniform Electronic Transactions Act (UETA), by giving written notice of rescission to Selleror Seller's Authorized Agent. If Buyer does not rescind within this time period, Buyer has been deemed to have approvedthe disclosure and shall not have the right to cancel.(2)Defensible Space Compliance:If, by the time specified in paragraph 11F, Buyer does not agree to the terms regardingdefensible space compliance Delivered by Seller, as indicated by mutual signatures on the FHDS, then Seller, after firstDelivering a Notice to Buyer to Perform, may cancel this Agreement.H. WITHHOLDING TAXES:Buyer and Seller hereby instruct Escrow Holder to withhold the applicable required amounts tocomply with federal and California withholding Laws and forward such amounts to the Internal Revenue Service and FranchiseTax Board, respectively. However, no federal withholding is required if, prior to Close Of Escrow, Seller Delivers (i)to Buyerand Escrow Holder a fully completed affidavit (C.A.R. Form AS) sufficient to avoid withholding pursuant to federal withholdingLaw (FIRPTA);OR (ii)to a qualified substitute (usually a title company or an independent escrow company) a fully completedaffidavit (C.A.R. Form AS) sufficient to avoid withholding pursuant to federal withholding Law AND the qualified substituteDelivers to Buyer and Escrow Holder an affidavit signed under penalty of perjury (C.A.R. Form QS) that the qualified substitutehas received the fully completed Seller's affidavit and the Seller states that no federal withholding is required;OR (iii)to Buyerother documentation satisfying the requirements under Internal Revenue Code § 1445 (FIRPTA). No withholding is requiredunder California Law if, prior to Close Of Escrow, Escrow Holder has received sufficient documentation from Seller that nowithholding is required, and Buyer has been informed by Escrow Holder.I. MEGAN'S LAW DATABASE DISCLOSURE:Notice: Pursuant to § 290.46 of the Penal Code, information about specifiedregistered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice atwww.meganslaw.ca.gov. Depending on an offender's criminal history, this information will include either the address at whichthe offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Agent arerequired to check this website. If Buyer wants further information, Agent recommends that Buyer obtain information from thiswebsite during Buyer's investigation contingency period. Agents do not have expertise in this area.)J. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES:This notice is being provided simplyto inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to thepublic via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department ofTransportation at http://www.npms.phmsa.dot.gov/. To seek further information about possible transmission pipelines nearthe Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipelineoperators is searchable by ZIP Code and county on the NPMS Internet Website. (Neither Seller nor Agent are required tocheck this website. If Buyer wants further information, Agent recommends that Buyer obtain information from this websiteduring Buyer's investigation contingency period. Agents do not have expertise in this area.)K. NATURAL AND ENVIRONMENTAL HAZARDS:Seller shall, within the time specified in paragraph 3N(1), if required by Law:(i)Deliver to Buyer the earthquake guide and environmental hazards booklet, and for all residential property with 1-4 units andany manufactured or mobile home built before January 1, 1960, fully complete and Deliver the Residential Earthquake RiskDisclosure Statement; and (ii)even if exempt from the obligation to provide a NHD, disclose if the Property is located in aSpecial Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area;Earthquake Fault Zone; Seismic Hazard Zone; and (iii)disclose any other zone as required by Law and provide any otherinformation required for those zones.L. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES:(1)Seller shall, within the time specified in paragraph 3N(1), disclose to Buyer whether the Property is a condominium or islocated in a planned development, other common interest development, or otherwise subject to covenants, conditions,and restrictions (C.A.R. Form SPQ or ESD). RPA REVISED 12/22 (PAGE 8 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 8 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date:(2) If the Property is a condominium or is located in a planned development or other common interest development with aHOA, Seller shall, within the time specified in paragraph 3N(3), order from, and pay any required fee as specified inparagraph 3Q(12)for the following items to the HOA (C.A.R. Form HOA-IR):(i)Copies of any documents required by Law (C.A.R. Form HOA-RS);(ii)disclosure of any pending or anticipated claim or litigation by or against the HOA;(iii)astatement containing the location and number of designated parking and storage spaces;(iv)Copies of the most recent12 months of HOA minutes for regular and special meetings;(v)the names and contact information of all HOAs governingthe Property;(vi)pet restrictions; and (vii)smoking restrictions (“CI Disclosures”). Seller shall itemize and Deliver to Buyer all CI Disclosures received from the HOA and any CI Disclosures in Seller's possession. Seller shall, as directed byEscrow Holder, deposit funds into escrow or direct to HOA or management company to pay for any of the above.M. SOLAR POWER SYSTEMS:For properties with any solar panels or solar power systems, Seller shall, within the timespecified in paragraph 3N(1), Deliver to Buyer all known information about the solar panels or solar power system. Seller may use the Solar Advisory and Questionnaire (C.A.R. Form SOLAR).N. KNOWN MATERIAL FACTS:Seller shall, within the time specified in paragraph 3N(1), DISCLOSE KNOWN MATERIALFACTS AND DEFECTS affecting the Property, including, but not limited to, known insurance claims within the past five years, or provide Buyer with permission to contact insurer to get such information (C.A.R. Form ARC), and make any and all otherdisclosures required by Law.12. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A.Buyer shall, within the time specified in paragraph 3L(3), have the right, at Buyer's expense unless Otherwise Agreed, toconduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations”). B.Buyer Investigations include, but are not limited to:(1) Inspections regarding any physical attributes of the Property or items connected to the Property, such as: (A) A general home inspection.(B) An inspection for lead-based paint and other lead-based paint hazards. (C) An inspection specifically for wood destroying pests and organisms. Any inspection for wood destroying pests andorganisms shall be prepared by a registered Structural Pest Control company; shall cover the main building and attached structures; may cover detached structures; shall NOT include water tests of shower pans on upper levelunits unless the owners of property below the shower consent; shall NOT include roof coverings; and, if the Property is a unit in a condominium or other common interest subdivision, the inspection shall include only the separateinterest and any exclusive-use areas being transferred, and shall NOT include common areas; and shall include a report (“Pest Control Report”) showing the findings of the company which shall be separated into sections for evidentinfestation or infections (Section 1) and for conditions likely to lead to infestation or infection (Section 2). (D) Any other specific inspections of the physical condition of the land and improvements.(2) Investigation of any other matter affecting the Property, other than those that are specified as separate contingencies. Buyer Investigations include, but are not limited to, an investigation of the availability and cost of general homeowner'sinsurance, flood insurance and fire insurance. See, Buyer's Investigation Advisory (C.A.R. Form BIA) for more. C.Without Seller's prior written consent, Buyer shall neither make nor cause to be made:(i)invasive or destructive BuyerInvestigations, except for minimally invasive testing required to prepare a Pest Control Report, which shall not include any holes or drilling through stucco or similar material; or (ii)inspections by any governmental building or zoning inspector orgovernment employee, unless required by Law. D.Seller shall make the Property available for all Buyer Investigations. Seller is not obligated to move any existing personal property.Seller shall have water, gas, electricity and all operable pilot lights on for Buyer's Investigations and through the date possession is delivered to Buyer. Buyer shall,(i)by the time specified in paragraph 3L(3), complete Buyer Investigations and satisfy themselvesas to the condition of the Property, and either remove the contingency or cancel this Agreement, and (ii)by the time specified in paragraph 3L(3)or 3 Days after receipt of any Investigation report, whichever is later, give Seller at no cost, completeCopies of all such reports obtained by Buyer, which obligation shall survive the termination of this Agreement. This Delivery of Investigation reports shall not include any appraisal, except an appraisal received in connection with an FHA or VA loan.E. Buyer indemnity and Seller protection for entry upon the Property:Buyer shall:(i)keep the Property free and clear of liens;(ii)repair all damage arising from Buyer Investigations; and (iii)indemnify and hold Seller harmless from all resultingliability, claims, demands, damages and costs. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liabilityfor any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice ofNon-Responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination of this Agreement.13. TITLE AND VESTING: A.Buyer shall, within the time specified in paragraph 3N(1), be provided a current Preliminary Report by the person responsiblefor paying for the title report in paragraph 3Q(8). If Buyer is responsible for paying, Buyer shall act diligently and in good faith to obtain such Preliminary Report within the time specified. The Preliminary Report is only an offer by the title insurer to issue apolicy of title insurance and may not contain every item affecting title. The company providing the Preliminary Report shall, prior to issuing a Preliminary Report, conduct a search of the General Index for all Sellers except banks or other institutionallenders selling properties they acquired through foreclosure (REOs), corporations, and government entities. B.Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights andother matters, whether of record or not, as of the date of Acceptance except for: (i) monetary liens of record unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii) those matters which Seller has agreedto remove in writing. For any lien or matter not being transferred upon sale, Seller will take necessary action to deliver title free and clear of such lien or matter.C.Seller shall within 7 Days after request, give Escrow Holder necessary information to clear title. D.Seller shall, within the time specified in paragraph 3N(1), disclose to Buyer all matters known to Seller affecting title, whetherof record or not. E.If Buyer is a legal entity and the Property purchase price is at least $300,000 and the purchase price is made without a bankloan or similar form of external financing, a Geographic Targeting Order (GTO) issued by the Financial Crimes Enforcement Network, U.S. Department of the Treasury, requires title companies to collect and report certain information about the Buyer,depending on where the Property is located. Buyer agrees to cooperate with the title company's effort to comply with the GTO. RPA REVISED 12/22 (PAGE 9 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 9 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date:F.Buyer shall, after Close Of Escrow, receive a recorded grant deed or any other conveyance document required to convey title(or, for stock cooperative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's vesting instructions. Therecording document shall contain Buyer's post-closing mailing address to enable Buyer's receipt of the recorded conveyancedocument from the County Recorder. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAXCONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL.G.Buyer shall receive a “ALTA Homeowner's Policy of Title Insurance” or equivalent policy of title insurance, if applicable to thetype of property and buyer. Escrow Holder shall request this policy. If a ALTA Homeowner's Policy of Title Insurance is notoffered, Buyer shall receive a CLTA Standard Coverage policy unless Buyer has chosen another policy and instructed EscrowHolder in writing of the policy chosen and agreed to pay any increase in cost. Buyer should consult with the Title Company about the availability, and difference in coverage, and cost, if any, between a ALTA Homeowner's Policy and a CLTA StandardCoverage policy and other title policies and endorsements. Buyer should receive notice from the Title Company on itsPreliminary (Title) Report of the type of coverage offered. If Buyer is not notified on the Preliminary (Title) Report or is notsatisfied with the policy offered, and Buyer nonetheless removes the contingency for Review of the Preliminary Report, Buyer will receive the policy as specified in this paragraph.14. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only beextended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR-B or CC).A. SELLER DELIVERY OF DOCUMENTS:Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer all reports, disclosures and information ("Reports") for which Seller is responsible as specified in paragraphs 7A, 9B(6), 10, 11A, 11B,11C, 11D, 11H, 11K, 11L, 11M, 11N, 13A, 13C, and 28. B. BUYER REVIEW OF DOCUMENTS; REPAIR REQUEST; CONTINGENCY REMOVAL OR CANCELLATION (1)Buyer has the time specified in paragraph 3 to:(i)perform Buyer Investigations; review all disclosures, Reports, lease documents to be assumed by Buyer pursuant to paragraph 9B(6), and other applicable information, which Buyer receivesfrom Seller; and approve all matters affecting the Property; and (ii)Deliver to Seller Signed Copies of Statutory and Other Disclosures Delivered by Seller in accordance with paragraph 11. (2)Buyer may, within the time specified in paragraph 3L(3), request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer's requests (C.A.R. Form RR or RRRR). If Seller does not agree or does not respond, Buyer is not contractually entitled to have the repairs orother requests made and may only cancel based on contingencies in this Agreement. (3)Buyer shall, by the end of the times specified in paragraph 3L (or as Otherwise Agreed), Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement (C.A.R. Form CR-B or CC). However, if any report, disclosure, orinformation for which Seller is responsible is not Delivered within the time specified in paragraph 3N(1), then Buyer has 5 Days after Delivery of any such items, or the times specified in paragraph 3L, whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. If Delivery of any Report occurs after a contractualcontingency pertaining to that Report has already been waived or removed, the Delivery of the Report does not revive thecontingency but there may be a right to terminate for a subsequent or amended disclosure under paragraph 11G. (4)Continuation of Contingency:Even after the end of the time specified in paragraph 3L and before Seller cancels, if at all,pursuant to paragraph 14C, Buyer retains the right, in writing, to either (i)remove remaining contingencies, or (ii)cancel this Agreement based on a remaining contingency. Once Buyer's written removal of contingency is Delivered to Sellerbefore Seller cancels, Seller may not cancel this Agreement based on that contingency pursuant to paragraph 14C(1). C. SELLER RIGHT TO CANCEL:(1)SELLER RIGHT TO CANCEL; BUYER CONTINGENCIES:If, by the time specified in this Agreement, Buyer does notDeliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. In such event, Sellershall authorize the return of Buyer's deposit, except for fees incurred by Buyer.(2)SELLER RIGHT TO CANCEL; BUYER CONTRACT OBLIGATIONS:Seller, after first Delivering to Buyer a Notice to Buyerto Perform, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s):(i)Deposit funds as required by paragraph 3D(1)or 3D(2)or if the funds deposited pursuant to paragraph 3D(1)or 3D(2) are not good when deposited;(ii)Deliver updated contact information for Buyer's lender(s) as required by paragraph 5C(3);(iii)Deliver a notice of FHA or VA costs or terms, if any, as specified by paragraph 5C(4)(C.A.R. Form RR);(iv)Deliververification, or a satisfactory verification if Seller reasonably disapproves of the verification already provided, as requiredbyparagraph 5B or 6A;(v)Deliver a letter as required by paragraph 6B;(vi)In writing assume or accept leases or liens specified in paragraph 8G;(vii)Return Statutory and Other Disclosures as required by paragraph 11F;(viii)Cooperatewith the title company's effort to comply with the GTO as required by paragraph 13E;(ix)Sign or initial a separate liquidateddamages form for an increased deposit as required by paragraphs 5A(2)and 29;(x)Provide evidence of authority to Sign in arepresentative capacity as specified in paragraph 28; or (xi)Perform any additional Buyer contractual obligation(s) included in this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer andother expenses already paid by Escrow Holder pursuant to this Agreement prior to Seller's cancellation.(3)SELLER RIGHT TO CANCEL; SELLER CONTINGENCIES:Seller may cancel this Agreement by good faith exercise of any Seller contingency included in this Agreement, or Otherwise Agreed, so long as that contingency has not alreadybeen removed or waived in writing.D. BUYER RIGHT TO CANCEL:(1)BUYER RIGHT TO CANCEL; SELLER CONTINGENCIES:If, by the time specified in this Agreement, Seller does not Deliver to Buyer a removal of the applicable contingency or cancellation of this Agreement, then Buyer, after firstDelivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP), may cancel this Agreement. In such event, Sellershall authorize the return of Buyer's deposit, except for fees incurred by Buyer and other expenses already paid byEscrow Holder pursuant to this Agreement prior to Buyer's cancellation. (2)BUYER RIGHT TO CANCEL; SELLER CONTRACT OBLIGATIONS:If, by the time specified, Seller has not Delivered any item specified in paragraph 3N(1)or Seller has not performed any Seller contractual obligation included in this Agreementby the time specified, Buyer, after first Delivering to Seller a Notice to Seller to Perform, may cancel this Agreement.(3)BUYER RIGHT TO CANCEL; BUYER CONTINGENCIES:Buyer may cancel this Agreement by good faith exercise ofany Buyer contingency included in paragraph 8, or Otherwise Agreed, so long as that contingency has not already been removed in writing. RPA REVISED 12/22 (PAGE 10 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 10 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date:E. NOTICE TO BUYER OR SELLER TO PERFORM:The Notice to Buyer to Perform or Notice to Seller to Perform shall:(i)be inwriting;(ii)be Signed by the applicable Buyer or Seller; and (iii)give the other Party at least 2 Days after Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A Notice to Buyer to Perform or Noticeto Seller to Perform may not be Delivered any earlier than 2 Days prior to the Scheduled Performance Day to remove a contingencyor cancel this Agreement or meet an obligation specified in paragraph 14, whether or not the Scheduled Performance Day fallson a Saturday, Sunday or legal holiday. If a Notice to Buyer to Perform or Notice to Seller to Perform is incorrectly Delivered or specifies a time less than the agreed time, the notice shall be deemed invalid and void, and Seller or Buyer shall be required toDeliver a new Notice to Buyer to Perform or Notice to Seller to Perform with the specified timeframe.F. EFFECT OF REMOVAL OF CONTINGENCIES:(1)REMOVAL OF BUYER CONTINGENCIES:If Buyer removes any contingency or cancellation rights, unless OtherwiseAgreed, Buyer shall conclusively be deemed to have:(i)completed all Buyer Investigations, and review of Reports and other applicable information and disclosures pertaining to that contingency or cancellation right;(ii)elected to proceedwith the transaction; and (iii)assumed all liability, responsibility and expense for the non-delivery of any Reports,disclosures or information outside of Seller's control and for any Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing.(2)REMOVAL OF SELLER CONTINGENCIES:If Seller removes any contingency or cancellation rights, unless OtherwiseAgreed, Seller shall conclusively be deemed to have:(i)satisfied themselves regarding such contingency,(ii)elected toproceed with the transaction; and (iii)given up any right to cancel this Agreement based on such contingency.G. DEMAND TO CLOSE ESCROW:Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a Demand to Close Escrow (C.A.R.Form DCE). The DCE shall:(i)be Signed by the applicable Buyer or Seller; and (ii)give the other Party at least 3 Days afterDelivery to close escrow. A DCE may not be Delivered any earlier than 3 Days prior to the Scheduled Performance Day for the Close Of Escrow. If a DCE is incorrectly Delivered or specifies a time less than the above timeframe, the DCE shall bedeemed invalid and void, and Seller or Buyer shall be required to Deliver a new DCE.H. EFFECT OF CANCELLATION ON DEPOSITS:If Buyer or Seller gives written notice of cancellation pursuant to rights dulyexercised under the terms of this Agreement, the Parties agree to Sign and Deliver mutual instructions to cancel the sale andescrow and release deposits, if any, to the Party entitled to the funds, less (i)fees and costs paid by Escrow Holder on behalf of that Party, if required by this Agreement; and (ii)any escrow fee charged to that party. Fees and costs may be payable toservice providers and vendors for services and products provided during escrow. A release of funds will require mutual Signedrelease instructions from the Parties, judicial decision or arbitration award.A Party may be subject to a civil penalty of up to$1,000 for refusal to Sign cancellation instructions if no good faith dispute exists as to which Party is entitled to the deposited funds (Civil Code § 1057.3). Note: Neither Agents nor Escrow Holder are qualified to provide any opinionon whether either Party has acted in good faith or which Party is entitled to the deposited funds. Buyer and Seller areadvised to seek the advice of a qualified California real estate attorney regarding this matter.15. REPAIRS:Repairs shall be completed prior to final verification of condition unless Otherwise Agreed. Repairs to be performed at Seller's expense may be performed by Seller or through others, provided that the work complies with applicable Law, includinggovernmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials ofquality and appearance comparable to existing materials. Buyer acknowledges that exact restoration of appearance or cosmeticitems following all Repairs may not be possible. Seller shall:(i)obtain invoices and paid receipts for Repairs performed by others; (ii)prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii)provide Copies ofinvoices and paid receipts and statements to Buyer prior to final verification of condition.16. FINAL VERIFICATION OF CONDITION:Buyer shall have the right to make a final verification of the Property condition within thetime specified in paragraph 3J, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm:(i)the Property is maintained pursuant to paragraph 7B;(ii)Repairs have been completed as agreed; and (iii)Seller has complied with Seller's other obligationsunder this Agreement (C.A.R. Form VP).17. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS:Unless Otherwise Agreed, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, Seller rental paymentsto third parties, HOA regular assessments due prior to Close Of Escrow, premiums on insurance assumed by Buyer, paymentson bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment District bonds andassessments that are now a lien. Seller shall pay any HOA special or emergency assessments due prior to Close Of Escrow. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos andother Special Assessment District bonds and assessments and HOA special or emergency assessments that are due after Close OfEscrow. Property will be reassessed upon change of ownership. Any supplemental tax bills delivered to Escrow Holder prior to closingshall be prorated and paid as follows:(i)for periods after Close Of Escrow, by Buyer; and (ii)for periods prior to Close Of Escrow, by Seller (see C.A.R. Form SPT or SBSA for further information). Seller agrees all service fees, maintenance costs and utility bills willbe paid current up and through the date of Close Of Escrow. TAX BILLS AND UTILITY BILLS ISSUED AFTER CLOSE OF ESCROWSHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month.18. BROKERS AND AGENTS:A. COMPENSATION:Seller or Buyer, or both, as applicable, agree to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrowdoes not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. If Seller agrees to payBuyer's Broker (see paragraph 3G(3)), Seller shall be entitled to a copy of the written portion of the compensation agreement between Buyer and Buyer's Broker identifying the compensation to be paid. See C.A.R. Form SPBB for further information.B. SCOPE OF DUTY:Buyer and Seller acknowledge and agree that Agent:(i)Does not decide what price Buyer should pay orSeller should accept;(ii)Does not guarantee the condition of the Property;(iii)Does not guarantee the performance, adequacy orcompleteness of inspections, services, products or repairs provided or made by Seller or others;(iv)Does not have an obligationto conduct an inspection of common areas or areas off the site of the Property;(v)Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessibleareas of the Property or are known to Agent;(vi)Shall not be responsible for inspecting public records or permits concerning thetitle or use of Property;(vii)Shall not be responsible for identifying the location of boundary lines or other items affecting title;(viii) Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports,Multiple Listing Service, advertisements, flyers or other promotional material;(ix)Shall not be responsible for determining the fairmarket value of the Property or any personal property included in the sale;(x)Shall not be responsible for providing legal or taxadvice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi)Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity.Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals. RPA REVISED 12/22 (PAGE 11 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 11 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date:19. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructionsof Buyer and Seller to Escrow Holder,which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow:paragraphs 1, 3A, 3B, 3D-G, 3N(2), 3Q, 3R, 4A, 4B, 5A(1-2) 5D, 5E,10B(2)(A), 10B(3), 10C, 11H, 11L(2), 13 (except 13D), 14H, 17, 18A, 19, 23, 25, 27, 28, 32, 33, and paragraph 3 of the Real Estate Brokers Section.If a Copy of the separate compensation agreement(s) provided for in paragraph 18A or paragraph 3of the Real Estate Brokers Section is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s).The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned.B.Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder. To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations ofEscrow Holder only. Buyer and Seller shall Sign and return Escrow Holder's general provisions or supplemental instructions within the time specified in paragraph 3N(2). Buyer and Seller shall execute additional instructions, documents and formsprovided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 3,8,10,11, or elsewhere in this Agreement. C.A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days afterAcceptance. Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyerand Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title Company when received from Seller, if a separate company is providing title insurance. IfSeller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 11H, Escrow Holder shall deliver to Buyer, Buyer's Agent, and Seller's Agent a Qualified Substitute statement that complies with federal Law. If EscrowHolder's Qualified Substitute statement does not comply with federal law, the Parties instruct escrow to withhold all applicable required amounts under paragraph 11H.D.Agents are not a party to the escrow, except for Brokers for the sole purpose of compensation pursuant to paragraph 18A and paragraph 3 of the Real Estate Brokers Section. If a Copy of the separate compensation agreement(s) provided for in either ofthose paragraphs is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s).Buyer and Sellerirrevocably assign to Brokers compensation specified in paragraph 18A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructionscan be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement.E.Buyer and Seller acknowledge that Escrow Holder may require invoices for expenses under this Agreement. Buyer and Seller, upon request by Escrow Holder, within 3 Days or within a sufficient time to close escrow, whichever is sooner, shall provideany such invoices to Escrow Holder. F.Upon receipt, Escrow Holder shall provide Buyer, Seller, and each Agent verification of Buyer's deposit of funds pursuant toparagraphs 5A(1) and 5A(2). Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify each Agent:(i)if Buyer's initial or any additional deposit or down payment is not made pursuant to this Agreement, or isnot good at time of deposit with Escrow Holder; or (ii)if Buyer and Seller instruct Escrow Holder to cancel escrow. G.A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall bedelivered to Escrow Holder within 3 Days after mutual execution of the amendment. 20. SELECTION OF SERVICE PROVIDERS:Agents do not guarantee the performance of any vendors, service or product providers(“Providers”), whether referred by Agent or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing.21. MULTIPLE LISTING SERVICE (“MLS”):Agents are authorized to report to the MLS that an offer has been accepted and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminatedto persons and entities authorized to use the information on terms approved by the MLS. Buyer acknowledges that:(i)any pictures, videos, floor plans (collectively, “Images”) or other information about the Property that has been or will be inputted into the MLS orinternet portals, or both, at the instruction of Seller or in compliance with MLS rules, will not be removed after Close Of Escrow;(ii) California Civil Code § 1088(c) requires the MLS to maintain such Images and information for at least three years and as a resultthey may be displayed or circulated on the Internet, which cannot be controlled or removed by Seller or Agents; and (iii)Seller, Seller's Agent, Buyer's Agent, and MLS have no obligation or ability to remove such Images or information from the Internet.22. ATTORNEY FEES AND COSTS:In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non-prevailing Buyer or Seller, exceptas provided in paragraph 30A. 23. ASSIGNMENT/NOMINATION:Buyer shall have the right to assign all of Buyer's interest in this Agreement to Buyer's own trust orto any wholly owned entity of Buyer that is in existence at the time of such assignment. Otherwise, Buyer shall not assign all or any part of Buyer's interest in this Agreement without first having obtained the separate written consent of Seller to a specifiedassignee. Such consent shall not be unreasonably withheld. Prior to any assignment, Buyer shall disclose to Seller the name of the assignee and the amount of any monetary consideration between Buyer and assignee. Buyer shall provide assignee with alldocuments related to this Agreement including, but not limited to, the Agreement and any disclosures. If assignee is a wholly owned entity or trust of Buyer, that assignee does not need to re-sign or initial all documents provided. Whether or not anassignment requires seller's consent, at the time of assignment, assignee shall deliver a letter from assignee's lender that assignee is prequalified or preapproved as specified in paragraph 6B. Should assignee fail to deliver such a letter, Seller, after first givingAssignee an Notice to Buyer to Perform, shall have the right to terminate the assignment. Buyer shall, within the time specified in paragraph 3K, Deliver any request to assign this Agreement for Seller's consent. If Buyer fails to provide the required informationwithin this time frame, Seller's withholding of consent shall be deemed reasonable. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement unless Otherwise Agreed by Seller (C.A.R. Form AOAA). Parties shallprovide any assignment agreement to Escrow Holder within 1 Day after the assignment. Any nomination by Buyer shall be subject to the same procedures, requirements, and terms as an assignment as specified in this paragraph.24. EQUAL HOUSING OPPORTUNITY:The Property is sold in compliance with federal, state and local anti-discrimination Laws. RPA REVISED 12/22 (PAGE 12 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 12 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date:25. DEFINITIONS and INSTRUCTIONS:The following words are defined terms in this Agreement, shall be indicated by initial capitalletters throughout this Agreement, and have the following meaning whenever used:A. “Acceptance”means the time the offer or final counter offer is fully executed, in writing, by the recipient Party and isDelivered to the offering Party or that Party's Authorized Agent.B. “Agent”means the Broker, salesperson, broker-associate or any other real estate licensee licensed under the brokerage firmidentified in paragraph 2B.C.“Agreement”means this document and any counter offers and any incorporated addenda or amendments, collectively forming the binding agreement between the Parties. Addenda and amendments are incorporated only when Signed andDelivered by all Parties.D.“As-Is”condition: Seller shall disclose known material facts and defects as specified in this Agreement. Buyer has the right to inspect the Property and, within the time specified, request that Seller make repairs or take other corrective action, or exerciseany contingency cancellation rights in this Agreement. Seller is only required to make repairs specified in this Agreement or asOtherwise Agreed.E. “Authorized Agent”means an individual real estate licensee specified in the Real Estate Broker Section.F. “C.A.R. Form”means the most current version of the specific form referenced or another comparable form agreed to by the Parties.G.“Close Of Escrow”, including “COE”, means the date the grant deed, or other evidence of transfer of title, is recorded for anyreal property, or the date of Delivery of a document evidencing the transfer of title for any non-real property transaction.H. “Copy”means copy by any means including photocopy, facsimile and electronic. I. Counting Days is done as follows unless Otherwise Agreed: (1) The first Day after an event is the first full calendar datefollowing the event, and ending at 11:59 pm. For example, if a Notice to Buyer to Perform (C.A.R. form NBP) is Delivered at 3pm on the 7th calendar day of the month, or Acceptance of a counter offer is personally received at 12 noon on the 7th calendar day of the month, then the 7th is Day “0” for purposes of counting days to respond to the NBP or calculating theClose Of Escrow date or contingency removal dates and the 8th of the month is Day 1 for those same purposes. (2) Allcalendar days are counted in establishing the first Day after an event. (3) All calendar days are counted in determining thedate upon which performance must be completed, ending at 11:59 pm on the last day for performance (“Scheduled Performance Day”). (4) After Acceptance, if the Scheduled Performance Day for any act required by this Agreement, includingClose Of Escrow, lands on a Saturday, Sunday, or Legal Holiday, the performing party shall be allowed to perform on the nextday that is not a Saturday, Sunday or Legal Holiday (“Allowable Performance Day”), and ending at 11:59 pm. “Legal Holiday”shall mean any holiday or optional bank holiday under Civil Code §§ 7 and 7.1, any holiday under Government Code § 6700. (5) For the purposes of COE, any day that the Recorder's office in the County where the Property is located is closed or anyday that the lender or Escrow Holder under this Agreement is closed, the COE shall occur on the next day the Recorder'soffice in that County, the lender, and the Escrow Holder is open. (6) COE is considered Day 0 for purposes of counting daysSeller is allowed to remain in possession, if permitted by this Agreement.J. “Day"or "Days”means calendar day or days. However, delivery of deposit to escrow is based on business days. K. “Deliver”, “Delivered” or “Delivery”of documents, unless Otherwise Agreed, means and shall be effective upon personalreceipt of the document by Buyer or Seller or their Authorized Agent. Personal receipt means (i)a Copy of the document, or asapplicable, link to the document, is in the possession of the Party or Authorized Agent, regardless of the Delivery method used(i.e. e-mail, text, other), or (ii)an Electronic Copy of the document, or as applicable, link to the document, has been sent to any of the designated electronic delivery addresses specified in the Real Estate Broker Section on page 16. After Acceptance, Agentmay change the designated electronic delivery address for that Agent by, in writing, Delivering notice of the change in designatedelectronic delivery address to the other Party. Links could be, for example, to DropBox or GoogleDrive or other functionally equivalent program. If the recipient of a link is unable or unwilling to open the link or download the documents or otherwise prefersDelivery of the documents directly, Recipient of a link shall notify the sender in writing, within 3 Days after Delivery of the link(C.A.R. Form RFR). In such case, Delivery shall be effective upon Delivery of the documents and not the link. Failure to notifysender within the time specified above shall be deemed consent to receive, and Buyer opening, the document by link.L. “Electronic Copy” or “Electronic Signature”means, as applicable, an electronic copy or signature complying with California Law. Unless Otherwise Agreed, Buyer and Seller agree to the use of Electronic Signatures. Buyer and Seller agreethat electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without theknowledge and consent of the other Party.M.“Law”means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency.N. "Legally Authorized Signer"means an individual who has authority to Sign for the principal as specified in paragraph 32 orparagraph 33.O. “Otherwise Agreed”means an agreement in writing, signed by both Parties and Delivered to each. P. “Repairs”means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Propertyprovided for under this Agreement.Q. "Sign" or “Signed”means either a handwritten or Electronic Signature on an original document, Copy or any counterpart.26. TERMS AND CONDITIONS OF OFFER:This is an offer to purchase the Property on the terms and conditions herein. The individual Liquidated Damages and Arbitration of Disputes paragraphs are incorporated in this Agreement if initialed by all Partiesor if incorporated by mutual agreement in a Counter Offer or addendum.If at least one but not all Parties initial, a Counter Offeris required until agreement is reached.Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance and to market the Property for backup offers after Acceptance. The Parties have readand acknowledge receipt of a Copy of the offer and agree to the confirmation of agency relationships. If this offer is accepted andBuyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and anysupplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. By signing this offer or any document in the transaction, the Party Signing the document isdeemed to have read the document in its entirety.27. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES:Time is of the essence. All understandings between the Parties areincorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter and may not be contradicted by evidence of any prior agreement or contemporaneousoral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless begiven full force and effect. Except as Otherwise Agreed, this Agreement shall be interpreted, and disputes shall be resolved inaccordance with the Laws of the State of California.Neither this Agreement nor any provision in it may be extended,amended, modified, altered or changed, except in writing Signed by Buyer and Seller. RPA REVISED 12/22 (PAGE 13 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 13 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date: 28. LEGALLY AUTHORIZED SIGNER:Wherever the signature or initials of the Legally Authorized Signer identified in paragraph 32or33appear on this Agreement or any related documents, it shall be deemed to be in a representative capacity for the entitydescribed and not in an individual capacity, unless otherwise indicated. The Legally Authorized Signer (i)represents that the entity for which that person is acting already exists and is in good standing to do business in California and (ii)shall Deliver to the otherParty and Escrow Holder, within the time specified in paragraph 3N(5), evidence of authority to act in that capacity (such as butnot limited to: applicable portion of the trust or Certification Of Trust (Probate Code § 18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). 29. LIQUIDATED DAMAGES (By initialing in the space below, you are agreeing to Liquidated Damages):If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages,the deposit actually paid. If the Property is a dwelling with no more than four units, one of which Buyerintends to occupy, then the amount retained shall be no more than 3% of the purchase price. Any excess shall be returned to Buyer. Release of funds will require mutual, Signed release instructions from both Buyerand Seller, judicial decision or arbitration award. AT THE TIME OF ANY INCREASED DEPOSIT BUYER ANDSELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASEDDEPOSIT AS LIQUIDATED DAMAGES (C.A.R. FORM DID). Buyer's Initials / Seller's Initials / 30. MEDIATION:A.The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, beforeresorting to arbitration or court action. The mediation shall be conducted through the C.A.R. Real Estate Mediation Center forConsumers(www.consumermediation.org)or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Agents(s), who, in writing, agree to such mediation priorto, or within a reasonable time after, the dispute or claim is presented to the Agent.Mediation fees, if any, shall be dividedequally among the Parties involved, and shall be recoverable under the prevailing party attorney fees clause. If, for any disputeor claim to which this paragraph applies, any Party (i)commences an action without first attempting to resolve the matter through mediation, or (ii)before commencement of an action, refuses to mediate after a request has been made, then that Party shall notbe entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATIONPROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.B. ADDITIONAL MEDIATION TERMS: (i) Exclusions from this mediation agreement are specified in paragraph 31B; (ii) The obligation to mediate does not preclude the right of either Party to seek a preservation of rights underparagraph 31C; and (iii) Agent's rights and obligations are further specified in paragraph 31D. These terms applyeven if the Arbitration of Disputes paragraph is not initialed. 31. ARBITRATION OF DISPUTES: A. The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or anyresulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. TheParties also agree to arbitrate any disputes or claims with Agents(s), who, in writing, agree to such arbitration priorto, or within a reasonable time after, the dispute or claim is presented to the Agent. The arbitration shall be conducted through any arbitration provider or service mutually agreed to by the Parties. The arbitrator shall be aretired judge or justice, or an attorney with at least 5 years of residential real estate Law experience, unless theParties mutually agree to a different arbitrator. Enforcement of, and any motion to compel arbitration pursuant to, thisagreement to arbitrate shall be governed by the procedural rules of the Federal Arbitration Act, and not the California Arbitration Act, notwithstanding any language seemingly to the contrary in this Agreement. The Parties shall have theright to discovery in accordance with Code of Civil Procedure § 1283.05. The arbitration shall be conducted inaccordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may beentered into any court having jurisdiction. B. EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) Any matter that is within thejurisdiction of a probate, small claims or bankruptcy court; (ii) an unlawful detainer action; and (iii) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land salecontract as defined in Civil Code § 2985. C. PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitrationprovisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enablethe recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisionalremedies, provided the filing party concurrent with, or immediately after such filing makes a request to the court for a stay of litigation pending any applicable mediation or arbitration proceeding; or (iii) the filing of a mechanic's lien.D. AGENTS: Agents shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing.Any Agents(s) participating in mediation or arbitration shall not be deemed a party to this Agreement. E.“NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BYNEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTSYOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALINGIN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOUMAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVILPROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.” “WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISINGOUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION.” Buyer's Initials / Seller's Initials / RPA REVISED 12/22 (PAGE 14 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 14 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 Property Address: Date: 32. BUYER'S OFFER A. EXPIRATION OF OFFER:This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless by the date and time specified in paragraph 3C, the offer is Signed by Seller and a Copy of the Signed offer is Delivered to Buyer or Buyer's Authorized Agent.Seller has no obligation to respond to an offer made. B. ENTITY BUYERS: (Note: If this paragraph is completed, a Representative Capacity Signature Disclosure (C.A.R. Form RCSD) is not required for the Legally Authorized Signers designated below.) (1) One or more Buyers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity. (2) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 28 for additional terms. (3) The name(s) of the Legally Authorized Signer(s) is/are: , . (4) If a trust, identify Buyer as trustee(s) of the trust or by simplified trust name (ex. John Doe, co-trustee, Jane Doe, co-trustee or Doe Revocable Family Trust). (5) If the entity is a trust or under probate, the following is the full name of the trust or probate case, including case #: . C.The RPA has 16 pages. Buyer acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement. D. BUYER SIGNATURE(S): (Signature) By,Date: Printed name of BUYER: Printed Name of Legally Authorized Signer: Title, if applicable, (Signature) By,Date: Printed name of BUYER: Printed Name of Legally Authorized Signer: Title, if applicable, IF MORE THAN TWO SIGNERS, USE Additional Signature Addendum (C.A.R. Form ASA). 33. ACCEPTANCE A. ACCEPTANCE OF OFFER:Seller warrants that Seller is the owner of the Property or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions. Seller has read and acknowledges receipt of a Copy of this Agreement and authorizes Agent to Deliver a Signed Copy to Buyer. Seller's acceptance is subject to the attached Counter Offer or Back-Up Offer Addendum, or both, checked below. Seller shall return and include the entire agreement with any response. Seller Counter Offer (C.A.R. Form SCO or SMCO) Back-Up Offer Addendum (C.A.R. Form BUO) B. Entity Sellers: (Note: If this paragraph is completed, a Representative Capacity Signature Disclosure form (C.A.R. Form RCSD) is not required for the Legally Authorized Signers designated below.) (1) One or more Sellers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity. (2) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 28 for additional terms. (3) The name(s) of the Legally Authorized Signer(s) is/are: , . (4) If a trust, identify Seller as trustee(s) of the trust or by simplified trust name (ex. John Doe, co-trustee, Jane Doe, co-trustee or Doe Revocable Family Trust). (5) If the entity is a trust or under probate, the following is the full name of the trust or probate case, including case #: . C.The RPA has 16 pages. Seller acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement. D. SELLER SIGNATURE(S): (Signature) By,Date: Printed name of SELLER: Printed Name of Legally Authorized Signer: Title, if applicable, (Signature) By,Date: Printed name of SELLER: Printed Name of Legally Authorized Signer: Title, if applicable, IF MORE THAN TWO SIGNERS, USE Additional Signature Addendum (C.A.R. Form ASA). OFFER NOT ACCEPTED: /No Counter Offer is being made. This offer was not accepted by Seller (date) Seller's Initials RPA REVISED 12/22 (PAGE 15 OF 16) CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 15 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 Xiaogang Pan 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 8:12 EST Property Address: Date: REAL ESTATE BROKERS SECTION: 1. Real Estate Agents are not parties to the Agreement between Buyer and Seller. 2. Agency relationships are confirmed as stated in paragraph 2. 3. Cooperating Broker Compensation:Seller's Broker agrees to pay Buyer's Broker and Buyer's Broker agrees to accept, out of Seller's Broker's proceeds in escrow, the amount specified in the MLS, provided Buyer's Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Seller's Broker and Buyer's Broker are not both Participants of the MLS, or a reciprocal MLS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement (C.A.R. Form CBC). Declaration of License and Tax (C.A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists. 4. Presentation of Offer:Pursuant to the National Association of REALTORS® Standard of Practice 1-7, if Buyer's Agent makes a written request, Seller's Agent shall confirm in writing that this offer has been presented to Seller. 5. Agents' Signatures and designated electronic delivery address: A.Buyer's Brokerage Firm Lic. # By Lic. # Date By Lic. # Date Address City State Zip Email Phone # More than one agent from the same firm represents Buyer. Additional Agent Acknowledgement (C.A.R. Form AAA) attached. More than one brokerage firm represents Buyer. Additional Broker Acknowledgement (C.A.R. Form ABA) attached. Designated Electronic Delivery Address(es) (Check all that apply): Email above; Text to Phone # above; Alternate: B.Seller's Brokerage Firm Lic. # By Lic. # Date By Lic. # Date Address City State Zip Email Phone # More than one agent from the same firm represents Seller. Additional Agent Acknowledgement (C.A.R. Form AAA) attached. More than one brokerage firm represents Seller. Additional Broker Acknowledgement (C.A.R. Form ABA) attached. Designated Electronic Delivery Address(es) (To be filled out by Seller's Agent) (Check all that apply): Email above; Text to Phone # above; Alternate: ____________________________________________________ ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of $ ), Counter Offernumbers and , and agrees to act as Escrow Holder subject to paragraph 19 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions. Escrow Holder is advised by that the date of Acceptance of the Agreement is Escrow Holder Escrow # By Date Address Phone/Fax/E-mail Escrow Holder has the following license number # Department of Financial Protection and Innovation, Department of Insurance, Department of Real Estate. PRESENTATION OF OFFER:/Seller's Brokerage Firm presented this offer to Seller on (date). Agent or Seller Initials Buyer's Initials / Seller's Initials / © 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 RPA REVISED 12/22 (PAGE 16 OF 16) CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 16 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 13, 2024 The Oppenheim Group 01983697 Xin Jin 02110093 3140 East Coast Hwy Newport Beach CA 92625 imxinjin@gmail.com Westridge Commercial Inc.01353256 Mohammed Baghdadi 01198843 23101 Moulton Pky, Suite 210 Laguna Hills CA 92653 mb@wci1.net 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 5:13 PST BUYER'S INVESTIGATION ADVISORY (C.A.R. Form BIA, Revised 12/21) Property Address 1. IMPORTANCE OF PROPERTY INVESTIGATION:The physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal, practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation. A general physical inspection typically does not cover all aspects of the Property nor items affecting the Property that are not physically located on the Property. If the professionals recommend further investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified experts to conduct such additional investigations. 2. BROKER OBLIGATIONS:Brokers do not have expertise in all areas and therefore cannot advise you on many items, such as those listed below. If Broker gives you referrals to professionals, Broker does not guarantee their performance.3.YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE FOLLOWING. IF YOU DO NOT DO SO, YOU ARE ACTING AGAINST THE ADVICE OF BROKERS. A. GENERAL CONDITION OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS:Foundation, roof (condition, age, leaks, useful life), plumbing, heating, air conditioning, electrical, mechanical, security, pool/spa (cracks, leaks, operation), other structural and non-structural systems and components, fixtures, built-in appliances, any personal property included in the sale, and energy efficiency of the Property. B. SQUARE FOOTAGE, AGE, BOUNDARIES:Square footage, room dimensions, lot size, age of improvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have not been verified by Seller and cannot be verified by Brokers. Fences, hedges, walls, retaining walls and other barriers or markers do not necessarily identify true Property boundaries. C.WOOD DESTROYING PESTS:Presence of, or conditions likely to lead to the presence of wood destroying pests and organisms.D. SOIL STABILITY:Existence of fill or compacted soil, expansive or contracting soil, susceptibility to slippage, settling or movement, and the adequacy of drainage. E. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTS; WASTE DISPOSAL:Water and utility availability, use restrictions and costs. Water quality, adequacy, condition, and performance of well systems and components. The type, size, adequacy, capacity and condition of sewer and septic systems and components, connection to sewer, and applicable fees.F. ENVIRONMENTAL HAZARDS:Potential environmental hazards, including, but not limited to, asbestos, lead- based paint and other lead contamination, radon, methane, other gases, fuel oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, materials, products, or conditions (including mold (airborne, toxic or otherwise), fungus or similar contaminants). G. EARTHQUAKES AND FLOODING:Susceptibility of the Property to earthquake/seismic hazards and propensity of the Property to flood.H.FIRE, HAZARD, AND OTHER INSURANCE:The availability and cost of necessary or desired insurance may vary. The location of the Property in a seismic, flood or fire hazard zone, and other conditions, such as the age of the Property and the claims history of the Property and Buyer, may affect the availability and need for certain types of insurance. Buyer should explore insurance options early as this information may affect other decisions, including the removal of loan and inspection contingencies.I.BUILDING PERMITS, ZONING, GOVERNMENTAL REQUIREMENTS, AND ADDRESS:Permits, inspections, certificates, zoning, other governmental limitations, restrictions, and requirements affecting the current or future use of the Property, its development or size. Postal/mailing address and zip code may not accurately reflect the city which has jurisdiction over the property.J.RENTAL PROPERTY RESTRICTIONS:The State, some counties, and some cities impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants, and the right of a landlord to terminate a tenancy. Deadbolt or other locks and security systems for doors and windows, including window bars, should be examined to determine whether they satisfy legal requirements. K. SECURITY AND SAFETY:State and local Law may require the installation of barriers, access alarms, self- latching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs, as well as various fire safety and other measures concerning other features of the Property. © 2021, California Association of REALTORS®, Inc. BIA REVISED 12/21 (PAGE 1 OF 2) BUYER'S INVESTIGATION ADVISORY (BIA PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 The Oppenheim Group, 3140 East Coast Hwy Newport Beach CA 92625 (949)568-7015 4197 Ironwood Xin Jin DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 L. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS:Neighborhood or area conditions, including schools, law enforcement, crime statistics, registered felons or offenders, fire protection, other government services, availability, adequacy and cost of internet connections or other technology services and installations, commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. By signing below, Buyers acknowledge that they have read, understand, accept and have received a Copy of this Advisory. Buyers are encouraged to read it carefully. Buyer Date Buyer Date © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 BIA REVISED 12/21 (PAGE 2 OF 2) BUYER'S INVESTIGATION ADVISORY (BIA PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Xiaogang Pan 4197 Ironwood DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 8:12 EST FAIR APPRAISAL ACT ADDENDUM (C.A.R. Form FAAA, 6/22) The following terms and conditions are hereby incorporated in and made a part of the Purchase Agreement, OR Other (“Agreement”), dated , on property known as ("Property"), in which is referred to as (“Seller”) and is referred to as (“Buyer”). Any appraisal of the property is required to be unbiased, objective, and not influenced by improper or illegal considerations, including, but not limited to, any of the following: race, color, religion (including religious dress, grooming practices, or both), gender (including, but not limited to, pregnancy, childbirth, breastfeeding, and related conditions, and gender identity and gender expression), sexual orientation, marital status, medical condition, military or veteran status, national origin (including language use and possession of a driver's license issued to persons unable to provide their presence in the United States is authorized under federal law), source of income, ancestry, disability (mental and physical, including, but not limited to, HIV/ AIDS status, cancer diagnosis, and genetic characteristics), genetic information, or age. If a buyer or seller believes that the appraisal has been influenced by any of the above factors, the seller or buyer can report this information to the lender or mortgage broker that retained the appraiser and may also file a complaint with the Bureau of Real Estate Appraisers at https://www2.brea.ca.gov/complaint/ or call (916) 552-9000 for further information on how to file a complaint. By signing below, Buyer and Seller has each read, understands and acknowledges receipt of a copy of this Fair Appraisal Act Addendum. Buyer Date Buyer Date Seller Date Seller Date © 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 FAAA 6/22 (PAGE 1 OF 1) FAIR APPRAISAL ACT ADDENDUM (FAAA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 02/13/2024 4197 Ironwood Avenue S, Seal Beach, CA 90740 Xiaogang Pan Xiaogang Pan The Oppenheim Group, 3140 East Coast Hwy Newport Beach CA 92625 (949)568-7015 4197 Ironwood Xin Jin DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 8:12 EST CALIFORNIA CONSUMER PRIVACY ACT ADVISORY, DISCLOSURE AND NOTICE (C.A.R. Form CCPA, Revised 12/22) The California Consumer Privacy Act (commencing with Civil Code § 1798.100) (“CCPA”), as amended by California voters in 2020, grants to California residents certain rights in their private, personal information (“PI”) that is collected by companies with whom they do business. Under the CCPA, PI is defined broadly to encompass non-public records information that could reasonably be linked directly or indirectly to you. PI could potentially include photographs of, or sales information about, your property. During the process of buying and selling real estate your PI will be collected and likely shared with others, including real estate licensees, a Multiple Listing Service, real estate internet websites, service providers, lenders, and title and escrow companies, to name several possibilities. Businesses that are covered by the CCPA are required to grant you various rights in your PI, including the right to know what PI is collected, the right to know what PI is sold or shared and to whom, the right to request that the business correct or delete your PI, the right to “opt out” or stop the transfer of your PI to others, and the right to limit the use of certain PI which is considered “sensitive.” You may get one or more notices regarding your CCPA rights from businesses you interact with in a real estate transaction. However, not all businesses that receive or share your PI are obligated to comply with the CCPA. Moreover, businesses that are otherwise covered under the CCPA may have a legal obligation to maintain PI, notwithstanding your instruction to the contrary. For instance, regardless of whether they are covered by CCPA, under California law, brokers and Multiple Listing Services are required to maintain their records for 3 years. If you wish to exercise your rights under CCPA, where applicable, you should contact the respective business directly. You can obtain more information about the CCPA and your rights under the law from the State of California Department of Justice (oag.ca.gov/privacy/ccpa). Additionally, the California Privacy Protection Agency is authorized to promulgate regulations which may further clarify requirements of the CCPA (cppa.ca.gov/regulations/). I/we acknowledge receipt of a copy of this California Consumer Privacy Act Advisory, Disclosure and Notice. Buyer/Seller/Landlord/Tenant Date Buyer/Seller/Landlord/Tenant Date © 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 CCPA REVISED 12/22 (PAGE 1 OF 1) CALIFORNIA CONSUMER PRIVACY ACT ADVISORY (CCPA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Xiaogang Pan The Oppenheim Group, 3140 East Coast Hwy Newport Beach CA 92625 (949)568-7015 4197 Ironwood Xin Jin DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 8:12 EST BUYER CONTINGENCY REMOVAL No. (C.A.R. Form CR-B, 6/23) In accordance with the terms and conditions of the Purchase Agreement, OR Request For Repair (C.A.R. Form RR),Response And Reply To Request For Repair (C.A.R. Form RRRR), Other dated , ("Agreement"), on property known as ("Property"), between ("Buyer") and ("Seller"). Buyer and Seller are referred to as the "Parties." 1. BUYER REMOVAL OF BUYER CONTINGENCIES:With respect to any contingency and cancellation right that Buyer removes, unless Otherwise Agreed in a separate written agreement between Buyer and Seller, Buyer shall conclusively be deemed to have:(i)completed all Buyer Investigations and review of reports and other applicable information and disclosures;(ii)elected to proceed with the transaction; and (iii)assumed all liability, responsibility and, expense,if any, for Repairs, corrections, or for the inability toobtain financing. Waiver of statutory disclosures is prohibited by law. 2. Buyer removes ONLY the following individually checked Buyer contingencies:(Paragraph numbers refer to C.A.R. Form RPA.Applicable paragraph numbers may be different for different forms.) A. Loan (Paragraph 3L(1)and 8A) B. Appraisal (Paragraph 3L(2)and 8B) C.Investigation of Property (Paragraph 3L(3),8C, and 12) (1) Entire Buyer's Investigation Contingency (Paragraph 12) OR (2)Only the part of the Investigation related to inspections concerning physical attributes of the Property (Paragraph 12B(1)) OR (3) All Buyer Investigations (including insurability) other than the physical attributes (Paragraph 12B(2)) OR (4) Entire Buyer's Investigation Contingency, EXCEPT: Fire Insurance Flood Insurance Other: D.Review of Seller Documents: (1) Review of All Seller Documents (Paragraph 3L(4), 8D, 9B(6), 10A, and 11) OR (2) Review of All Seller Documents, EXCEPT: Government Reports (Paragraph 10A); Statutory and other Disclosures (Paragraph 11); Other: E. Preliminary ("Title") Report (Paragraph 3L(5), 8E,and 13) F. Common Interest (HOA or OA) Disclosures (Paragraph 3L(6), 8F and 11L) G. Review of leased or liened items (Paragraph 3L(7), 8G,and 9B(6)) H.Sale of Buyer's Property (Paragraph 3L(8)and 8J) Entering into contract for Buyer's Property Close of Escrow on Buyer's Property I. Other: 3. ALL Buyer contingencies are removed, EXCEPT: Loan Contingency (Paragraph 3L(1)and 8A); Appraisal Contingency (Paragraph 3L(2)and 8B); Contingency for the Close of Buyer's Property (Paragraph 3L(8)and 8J); Condominium/Planned Development (HOA) Disclosures (Paragraph 3L(6), 8F and 11L); Other: 4. BUYER HEREBY REMOVES ANY AND ALL BUYER CONTINGENCIES.5. Once all contingencies are removed, whether or not Buyer has satisfied themselves regarding all contingencies orreceived any information relating to those contingencies, Buyer may not be entitled to a return of Buyer's deposit if Buyerdoes not close escrow. This could happen even if, for example, Buyer does not approve of some aspect of the Propertyor lender does not approve Buyer's loan. NOTE:If this form is attached to a Request for Repairs (C.A.R. Form RR), Seller Response and Buyer Reply to Request for Repairs (C.A.R. Form RRRR), or another form or document such as an addendum (C.A.R. Form ADM) or Amendment to Existing Agreement(C.A.R. Form AEA) it is only valid if Buyer and Seller agree to the requests made on that form or document. Buyer Date Buyer Date © 2023, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 CR-B 6/23 (PAGE 1 OF 1) BUYER CONTINGENCY REMOVAL (CR PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 Xiaogang Pan X Xiaogang Pan The Oppenheim Group, 3140 East Coast Hwy Newport Beach CA 92625 (949)568-7015 4197 Ironwood Xin Jin DocuSign Envelope ID: D560607F-F912-43D1-8B9B-9A96C0C26AE3 2/13/2024 | 8:12 EST DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (As required by the Civil Code) (C.A.R. Form AD, Revised 12/21) (If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079.13(j), (k), and (l). When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A Fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acting directly or through one or more salespersons and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the Buyer's or Seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered. SELLER AND BUYER RESPONSIBILITIES Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction.This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE SECOND PAGE. Buyer Seller Landlord Tenant Date Buyer Seller Landlord Tenant Date Agent DRE Lic. # Real Estate Broker (Firm) By DRE Lic. # Date (Salesperson or Broker-Associate, if any) © 2021, California Association of REALTORS®, Inc. AD REVISED 12/21 (PAGE 1 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com X TruVest, LLC HomeWay 02145980 Randy Rogers 02054784 HomeWay, 625 S The City Drive #330 Orange CA 92868 7145013697 4197 Ironwood Randy Rogers DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 2/1/2024 2/1/2024 CIVIL CODE SECTIONS 2079.13 ‒ 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13. As used in Sections 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:(a)“Agent” means a person acting under provisions of Title 9 (commencing with Section 2295) in a real property transaction, and includes a personwho is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code,and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for thatagent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal,or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whomthe salesperson or broker associate functions.(b)“Buyer” means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner,with the object of entering into a real property transaction. “Buyer” includes vendee or lessee of real property.(c)“Commercial real property” meansall real property in the state, except (1) single-family residential real property, (2) dwelling units made subject to Chapter 2 (commencing withSection 1940) of Title 5, (3) a mobilehome, as defined in Section 798.3, (4) vacant land, or (5) a recreational vehicle, as defined in Section 799.29.(d)“Dual agent” means an agent acting, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real propertytransaction.(e)“Listing agreement” means a written contract between a seller of real property and an agent, by which the agent has been authorizedto sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuantto the terms of the agreement.(f)“Seller's agent” means a person who has obtained a listing of real property to act as an agent for compensation.(g)“Listing price” is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent.(h)“Offering price” is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property.(i)“Offer topurchase” means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property uponacceptance by the seller.(j)“Real property” means any estate specified by subdivision (1) or (2) of Section 761 in property, and includes (1) single-family residential property, (2) multiunit residential property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground leasecoupled with improvements, or (6) a manufactured home as defined in Section 18007 of the Health and Safety Code, or a mobilehome as defined inSection 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of theBusiness and Professions Code.(k)“Real property transaction” means a transaction for the sale of real property in which an agent is retained by a buyer,seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase.(l)“Sell,” “sale,” or “sold” refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for thecreation of a real property sales contract within the meaning of Section 2985, and transactions for the creation of a leasehold exceeding one year's duration.(m)“Seller” means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller”includes both a vendor and a lessor of real property.(n)“Buyer's agent” means an agent who represents a buyer in a real property transaction.2079.14.A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified inSection 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079.15, as follows:(a)The seller's agent, if any, shall provide the disclosure form to the seller prior to entering into the listing agreement.(b)The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase. If the offer to purchase is not prepared by thebuyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchasefrom the buyer.2079.15.In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079.14, the agent shall set forth, sign, and date a written declaration of the facts of the refusal.2079.16 Reproduced on Page 1 of this AD form.2079.17(a)As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction asthe buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sellreal property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of thatcontract by the buyer and the seller, respectively.(b)As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed inthe contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincidentwith the execution of that contract by the seller.CONFIRMATION:(c)The confirmation required by subdivisions (a) and (b) shall be in the following form: Seller's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is the broker of (check one): the seller; or both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is (check one): the Seller's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is the broker of (check one): the buyer; or both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is (check one): the Buyer's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent)(d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to providedisclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker.2079.18 (Repealed pursuant to AB-1289)2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of aparticular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation orcommission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms ofany such agreement shall not necessarily be determinative of a particular relationship.2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with.2079.21 (a)A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller.(b)A dual agent may not, without the express permission of the buyer, disclose to the seller any confidential information obtained from the buyer.(c) “Confidential information” means facts relating to the client's financial position, motivations, bargaining position, or other personal information that mayimpact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered.(d)This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price.2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent. If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent.2079.23 A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance ofthe act which is the object of the agency with the written consent of the parties to the agency relationship.2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection withacts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 AD REVISED 12/21 (PAGE 2 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 FAIR HOUSING AND DISCRIMINATION ADVISORY (C.A.R. Form FHDA, Revised 6/23) 1. EQUAL ACCESS TO HOUSING FOR ALL:All housing in California is available to all persons. Discrimination as noted below is prohibited by law. Resources are available for those who have experienced unequal treatment under the law. 2. FEDERAL AND STATE LAWS PROHIBIT DISCRIMINATION AGAINST IDENTIFIED PROTECTED CLASSES: A.FEDERAL FAIR HOUSING ACT (“FHA”) Title VIII of the Civil Rights Act; 42 U.S.C. §§ 3601-3619; Prohibits discrimination in sales, rental or financing of residential housing against persons in protected classes; B.CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT (“FEHA”) California Government Code (“GC”) §§ 12900- 12996,12955; 2 California Code of Regulations (“CCR”) §§ 12005-12271; Prohibits discrimination in sales, rental or financing of housing opportunity against persons in protected classes by providers of housing accommodation and financial assistance services as related to housing; C.CALIFORNIA UNRUH CIVIL RIGHTS ACT (“Unruh”) California Civil Code (“CC”) § 51; Prohibits business establishments from discriminating against, and requires full and equal accommodation, advantages, facilities, privileges, and services to persons in protected classes; D.AMERICANS WITH DISABILITIES ACT (“ADA”) 42 U.S.C. §§ 12181-12189; Title III of the ADA prohibits discrimination based on disability in public accommodations; and E.OTHER FAIR HOUSING LAWS: § 504 of Rehabilitation Act of 1973 29 U.S.C. § 794; Ralph Civil Rights Act CC § 51.7; California Disabled Persons Act; CC §§ 54-55.32; any local city or county fair housing ordinances, as applicable. 3. POTENTIAL LEGAL REMEDIES FOR UNLAWFUL DISCRIMINATION: Violations of fair housing laws may result in monetary civil fines, injunctive relief, compensatory and/or punitive damages, and attorney fees and costs. 4. PROTECTED CLASSES/CHARACTERISTICS:Whether specified in Federal or State law or both, discrimination against persons based on that person's belonging to, association with, or perceived membership in, certain classes or categories, such as the following, is prohibited. Other classes, categories or restrictions may also apply. Race Color Ancestry National Origin Religion Age Sex, Sexual Orientation Gender, Gender Identity, Gender expression Marital Status Familial Status (family with a child or children under 18) Citizenship Immigration Status Primary Language Military/Veteran Status Source of Income (e.g., Section 8 Voucher) Medical Condition Disability (Mental & Physical) Genetic Information Criminal History (non- relevant convictions) Any arbitrary characteristic 5. THE CALIFORNIA DEPARTMENT OF REAL ESTATE REQUIRES TRAINING AND SUPERVISION TO PREVENT HOUSING DISCRIMINATION BY REAL ESTATE LICENSEES: A.California Business & Professions Code (“B&PC”) § 10170.5(a)(4) requires 3 hours of training on fair housing for DRE license renewal; Real Estate Regulation § 2725(f) requires brokers who oversee salespersons to be familiar with the requirements of federal and state laws relating to the prohibition of discrimination.B.Violation of DRE regulations or real estate laws against housing discrimination by a real estate licensee may result in the loss or suspension of the licensee's real estate license. B&PC §10177(l)(1); 10 CCR § 27806. REALTOR® ORGANIZATIONS PROHIBIT DISCRIMINATION: NAR Code of Ethics Article 10 prohibits discrimination in employment practices or in rendering real estate license services against any person because of race, color, religion, sex, disability, familial status, national origin, sexual orientation, or gender identity by REALTORS®.7. WHO IS REQUIRED TO COMPLY WITH FAIR HOUSING LAWS? Below is a non-exclusive list of providers of housing accommodations or financial assistance services as related to housing who are most likely to be encountered in a housing transaction and who must comply with fair housing laws. ● Sellers ● Landlords/Housing Providers ● Sublessors● Real estate licensees ● Real estate brokerage firms ● Property managers● Mobilehome parks ● Homeowners Associations (“HOAs”);● Banks and Mortgage lenders● Insurance companies ● Government housing services ● Appraisers 8.EXAMPLES OF CONDUCT THAT MAY NOT BE MOTIVATED BY DISCRIMINATORY INTENT BUT COULD HAVE A DISCRIMINATORY EFFECT: A.Prior to acceptance of an offer, asking for or offering buyer personal information or letters from the buyer, especially with photos. Those types of documents may inadvertently reveal, or be perceived as revealing, protected status information thereby increasingthe risk of (i)actual or unconscious bias, and (ii)potential legal claims against sellers and others by prospective buyers whose offers were rejected.B.Refusing to rent (i)an upper-level unit to an elderly tenant out of concern for the tenant's ability to navigate stairs or (ii)a house with a pool to a person with young children out of concern for the children's safety.9. EXAMPLES OF UNLAWFUL OR IMPROPER CONDUCT BASED ON A PROTECTED CLASS OR CHARACTERISTIC: A.Refusing to negotiate for a sale, rental or financing or otherwise make a housing opportunity unavailable; failing to present offers due to a person's protected status;B.Refusing or failing to show, rent, sell or finance housing; “channeling” or “steering” a prospective buyer or tenant to or away from a particular area due to that person's protected status or because of the racial, religious or ethnic composition of the neighborhood;C.“Blockbusting” or causing “panic selling” by inducing a listing, sale or rental based on the grounds of loss of value of property, increase in crime, or decline in school quality due to the entry or prospective entry of people in protected categories into the neighborhood;D.Making any statement or advertisement that indicates any preference, limitation, or discrimination; © 2023, California Association of REALTORS®, Inc. FHDA REVISED 6/23 (PAGE 1 OF 2) FAIR HOUSING AND DISCRIMINATION ADVISORY (FHDA PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.comHomeWay, 625 S The City Drive #330 Orange CA 92868 7145013697 4197 Ironwood Randy Rogers DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 E.Inquiring about protected characteristics (such as asking tenant applicants if they are married, or prospective purchasers if they have children or are planning to start a family); F.Using criminal history information before otherwise affirming eligibility, and without a legally sufficient justification; G.Failing to assess financial standards based on the portion of the income responsible by a tenant who receives government subsidies (such as basing an otherwise neutral rent to income ratio on the whole rent rather than just the part of rent that is the tenant's responsibility); H.Denying a home loan or homeowner's insurance; I.Offering inferior terms, conditions, privileges, facilities or services; J.Using different qualification criteria or procedures for sale or rental of housing such as income standards, application requirements, application fees, credit analyses, sale or rental approval procedures or other requirements; K.Harassing a person; L.Taking an adverse action based on protected characteristics; M.Refusing to permit a reasonable modification to the premises, as requested by a person with a disability (such as refusing to allow a tenant who uses a wheelchair to install, at their expense, a ramp over front or rear steps, or refusing to allow a tenant with a disability from installing, at their own expense, grab bars in a shower or bathtub); N.Refusing to make reasonable accommodation in policies, rules, practices, or services for a person with a disability (such as the following, if an actual or prospective tenant with a disability has a service animal or support animal): (i)Failing to allow that person to keep the service animal or emotional support animal in rental property, (ii)Charging that person higher rent or increased security deposit, or (iii)Failing to show rental or sale property to that person who is accompanied by the service animal or support animal, and; O.Retaliating for asserting rights under fair housing laws. 10. EXAMPLES OF POSITIVE PRACTICES: A.Real estate licensees working with buyers or tenants should apply the same objective property selection criteria, such as location/neighborhood, property features, and price range and other considerations, to all prospects. B.Real estate licensees should provide complete and objective information to all clients based on the client's selection criteria. C.Real estate licensees should provide the same professional courtesy in responding to inquiries, sharing of information and offers of assistance to all clients and prospects. D.Housing providers should not make any statement or advertisement that directly or indirectly implies preference, limitation, or discrimination regarding any protected characteristic (such as “no children” or “English-speakers only”). E.Housing providers should use a selection process relying on objective information about a prospective buyer's offer or tenant's application and not seek any information that may disclose any protected characteristics (such as using a summary document, e.g. C.A.R. Form SUM-MO, to compare multiple offers on objective terms). 11. FAIR HOUSING RESOURCES: If you have questions about your obligations or rights under the Fair Housing laws, or you think you have been discriminated against, you may want to contact one or more of the sources listed below to discuss what you can do about it, and whether the resource is able to assist you. A.Federal:https://www.hud.gov/program_offices/fair_housing_equal_opp B.State:https://calcivilrights.ca.gov/housing/ C.Local: local Fair Housing Council office (non-profit, free service) D.DRE:https://www.dre.ca.gov/Consumers/FileComplaint.html E.Local Association of REALTORS®. List available at:https://www.car.org/en/contactus/rosters/localassociationroster. F.Any qualified California fair housing attorney, or if applicable, landlord-tenant attorney.12. LIMITED EXCEPTIONS TO FAIR HOUSING REQUIREMENTS: No person should rely on any exception below without first seeking legal advice about whether the exception applies to their situation. Real estate licensees are not qualified toprovide advice on the application of these exceptions. A.Legally compliant senior housing is exempt from FHA, FEHA and Unruh as related to age or familial status only;B.An owner of a single-family residence who resides at the property with one lodger may be exempt from FEHA for rental purposes, PROVIDED no real estate licensee is involved in the rental;C.An owner of a single-family residence may be exempt from FHA for sale or rental purposes, PROVIDED (i) no real estate licensee is involved in the sale or rental and (ii)no discriminatory advertising is used, and (iii)the owner owns no more thanthree single-family residences. Other restrictions apply; D.An owner of residential property with one to four units who resides at the property, may be exempt from FHA for rentalpurposes, PROVIDED no real estate licensee is involved in the rental; and E.Both FHA and FEHA do not apply to roommate situations. See,Fair Housing Council v Roommate.com LLC, 666 F.3d 1216 (2019).F.Since both the 14th Amendment of the U.S. Constitution and the Civil Rights Act of 1866 prohibit discrimination based on race; the FHA and FEHA exemptions do not extend to discrimination based on race. Buyer/Tenant and Seller/Housing Provider have read, understand and acknowledge receipt of a copy of this Fair Housing & Discrimination Advisory. Buyer/Tenant Date Buyer/Tenant Date Seller/Housing Provider Date Seller/Housing Provider Date © 2023, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 FHDA REVISED 6/23 (PAGE 2 OF 2) FAIR HOUSING AND DISCRIMINATION ADVISORY (FHDA PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com TruVest, LLC City Of Seal Beach 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 2/1/2024 POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER - DISCLOSURE AND CONSENT (C.A.R. Form PRBS, Revised 12/21) A real estate broker (Broker), whether a corporation, partnership or sole proprietorship, may represent more than one buyer or seller. This multiple representation can occur through an individual licensed as a broker or salesperson or through different individual broker's or salespersons (associate licensees) acting under the Broker's license. The associate licensees may be working out of the same or different office locations. Multiple Buyers:Broker (individually or through its associate licensees) may be working with many prospective buyers at the same time. These prospective buyers may have an interest in, and make offers on, the same properties. Some of these properties may be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property. Multiple Sellers:Broker (individually or through its associate licensees) may have listings on many properties at the same time. As a result, Broker will attempt to find buyers for each of those listed properties. Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others. Some of these prospective buyers may be represented by Broker and some may not. Broker will market all listed properties to all prospective buyers whether or not Broker has another or other listed properties that may appeal to the same prospective buyers. Dual Agency:If Seller is represented by Broker, Seller acknowledges that broker may represent prospective buyers of Seller's property and consents to Broker acting as a dual agent for both seller and buyer in that transaction. If Buyer is represented by Broker, buyer acknowledges that Broker may represent sellers of property that Buyer is interested in acquiring and consents to Broker acting as a dual agent for both buyer and seller with regard to that property. In the event of dual agency, seller and buyer agree that: a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the buyer's or seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the seller's willingness to accept a price less than the listing price or the buyer's willingness to pay a price greater than the price offered; and except as set forth above, a dual agent is obligated to disclose known facts materially affecting the value or desirability of the Property to both parties. Offers not necessarily confidential:Buyer is advised that seller or listing agent may disclose the existence, terms, or conditions of buyer's offer unless all parties and their agent have signed a written confidentiality agreement. Whether any such information is actually disclosed depends on many factors, such as current market conditions, the prevailing practice in the real estate community, the listing agent's marketing strategy and the instructions of the seller. Buyer and seller understand that Broker may represent more than one buyer or more than one seller and even both buyer and seller on the same transaction and consents to such relationships. Seller and/or Buyer acknowledges reading and understanding this Possible Representation of More Than One Buyer or Seller - Disclosure and Consent and agrees to the agency possibilities disclosed. Seller Date Seller Date Buyer Date Buyer Date Buyer's Brokerage Firm DRE Lic # By DRE Lic # Date Seller's Brokerage Firm DRE Lic # By DRE Lic # Date © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 PRBS REVISED 12/21 (PAGE 1 OF 1) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com City Of Seal Beach TruVest, LLC HomeWay 02145980 02054784 Randy Rogers Westridge Commercial Inc.01353256 01198843 Mohammed Baghdadi HomeWay, 625 S The City Drive #330 Orange CA 92868 7145013697 4197 Ironwood Randy Rogers DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 2/1/2024 2/1/2024 WIRE FRAUD AND ELECTRONIC FUNDS TRANSFER ADVISORY (C.A.R. Form WFA, Revised 12/21) Property Address: (“Property”). WIRE FRAUD AND ELECTRONIC FUNDS TRANSFERS ADVISORY: The ability to communicate and conduct business electronically is a convenience and reality in nearly all parts of our lives. At the same time, it has provided hackers and scammers new opportunities for their criminal activity. Many businesses have been victimized and the real estate business is no exception. While wiring or electronically transferring funds is a welcome convenience, we all need to exercise extreme caution. Emails attempting to induce fraudulent wire transfers have been received and have appeared to be legitimate. Reports indicate that some hackers have been able to intercept emailed transfer instructions, obtain account information and, by altering some of the data, redirect the funds to a different account. It also appears that some hackers were able to provide false phone numbers for verifying the wiring or funds transfer instructions. In those cases, the victim called the number provided to confirm the instructions, and then unwittingly authorized a transfer to somewhere or someone other than the intended recipient. ACCORDINGLY, YOU ARE ADVISED: 1. Obtain phone numbers and account numbers only from Escrow Officers, Property Managers, or Landlords at the beginning of the transaction. 2. DO NOT EVER WIRE OR ELECTRONICALLY TRANSFER FUNDS PRIOR TO CALLING TO CONFIRM THE TRANSFER INSTRUCTIONS. ONLY USE A PHONE NUMBER YOU WERE PROVIDED PREVIOUSLY. Do not use any different phone number or account number included in any emailed transfer instructions. 3. Orally confirm the transfer instruction is legitimate and confirm the bank routing number, account numbers and other codes before taking steps to transfer the funds. 4. Avoid sending personal information in emails or texts. Provide such information in person or over the telephone directly to the Escrow Officer, Property Manager, or Landlord. 5. Take steps to secure the system you are using with your email account. These steps include creating strong passwords, using secure WiFi, and not using free services. If you believe you have received questionable or suspicious wire or funds transfer instructions, immediately notify your bank, and the other party, and the Escrow Office, Landlord, or Property Manager. The sources below, as well as others, can also provide information: Federal Bureau of Investigation: https://www.fbi.gov/; the FBI's IC3 at www.ic3.gov; or 310-477-6565 National White Collar Crime Center: http://www.nw3c.org/ On Guard Online: https://www.onguardonline.gov/ NOTE: There are existing alternatives to electronic and wired fund transfers such as cashier's checks. By signing below, the undersigned acknowledge that each has read, understands and has received a copy of this Wire Fraud and Electronic Funds Transfer Advisory. Buyer/Tenant Date Buyer/Tenant Date Seller/Landlord Date Seller/Landlord Date ©2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 WFA REVISED 12/21 (PAGE 1 OF 1) WIRE FRAUD AND ELECTRONIC FUNDS TRANSFER ADVISORY (WFA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 TruVest, LLC City Of Seal Beach HomeWay, 625 S The City Drive #330 Orange CA 92868 7145013697 4197 Ironwood Randy Rogers DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 2/1/2024 BUYER HOMEOWNERS' INSURANCE ADVISORY (C.A.R. Form BHIA, 12/23) 1. IMPORTANCE OF OBTAINING PROPERTY INSURANCE:If the property you are purchasing is destroyed or damaged due to natural disaster or accident or some other event, insurance may be available to help with the cost of repair or rebuilding. In the absence of property insurance, the homeowner would be responsible for the full expense. If the property is purchased with a loan, or refinanced, the lender will require an insurance policy protecting its interest. Insurance policies can cover damage due to one or more of the following: fire, flood, earthquake and other causes. The policy or an insurance broker should be consulted to determine when coverage applies and whether a supplement or rider can be purchased to provide additional coverage or if a separate policy is necessary. 2. PROPERTY INSURANCE AND PURCHASE CONTRACT TERMS:Your real estate purchase contract may contain a contingency that gives you the right to legally cancel the agreement within a specified time if you are unable to obtain or afford property insurance. This cancellation right may be part of an overall investigation contingency or may be a specific contingency pertaining to insurance. If buyer waives or removes the applicable contingency before determining the availability and cost of property insurance, buyer is acting against the advice of broker. 3. CALIFORNIA'S PROPERTY INSURANCE MARKET:Some insurance carriers in California have stopped issuing new property insurance policies and others are limiting the number and location of new policies. These changes may affect both the availability and cost of insurance. However, over 50 insurance carriers are admitted to sell property insurance in California so it may be possible to obtain insurance even if some carriers will not write a new policy covering the property you intend to buy. An insurance broker may also be able to find a non-admitted insurance carrier offering to insure the property you intend to buy. Because locating an affordable insurance policy could take time and effort, buyers are advised to make all insurance inquiries as early in the home buying process as possible. 4. INSURANCE CONDITIONS:Many insurance carriers impose physical condition standards before issuing a policy, or reserve the right to cancel policies even after they are issued, if certain minimum standards are not confirmed in an inspection or otherwise. Physical conditions standards could include, but are not limited to, prohibition of “knob and tube” electrical wiring, requirements related to piping/plumbing materials, standards related to the age and/or quality of the roof or foundation, minimal safety standards related to handrails, tripping hazards, and defensible space requirements. 5. RESOURCES:The California Department of Insurance (DOI) maintains a website addressing Residential Home insurance. Resources on this State government webpage include:(i)Top Ten tips for Finding Residential Insurance; (ii)Residential Insurance Company Contact List;(iii)Home Insurance Finder; and (iv)information on other insurance issues. The webpage also includes information on how to contact the DOI, and suggestions on what to do if you cannot find insurance. The webpage and link to other documents is located at https://www.insurance.ca.gov/01-consumers/105- type/5-residential/index.cfm. 6. BROKER RECOMMENDATION:Buyer is advised to explore available property insurance options early in the home buying process and to consult with a qualified insurance professional of buyer's choosing to understand insurance availability and cost prior to removal of any related contingencies. Real estate brokers do not have expertise in this area. By signing below, Buyer acknowledges that Buyer has read, understands, and has received a copy of this Buyer Homeowners' Insurance Advisory. Buyer Date Buyer Date © 2023, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, orany portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIAASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. AREAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT ANAPPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 BHIA 12/23 (PAGE 1 OF 1) BUYER HOMEOWNERS' INSURANCE ADVISORY (BHIA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com TruVest, LLC HomeWay, 625 S The City Drive #330 Orange CA 92868 7145013697 4197 Ironwood Randy Rogers DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 2/1/2024 CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (C.A.R. FORM RPA, Revised 12/22) Date Prepared: 1. OFFER: A. THIS IS AN OFFER FROM (“Buyer”). B. THE PROPERTY to be acquired is , situated in (City), (County), California, (Zip Code), Assessor's Parcel No(s). (“Property”). (Postal/Mailing address may be different from city jurisdiction. Buyer is advised to investigate.)C. THE TERMS OF THE PURCHASE ARE SPECIFIED BELOW AND ON THE FOLLOWING PAGES. D.Buyer and Seller are referred to herein as the "Parties." Brokers and Agents are not Parties to this Agreement.2. AGENCY:A. DISCLOSURE:The Parties each acknowledge receipt of a “Disclosure Regarding Real Estate Agency Relationships” (C.A.R. Form AD) if represented by a real estate licensee. Buyer's Agent is not legally required to give to Seller's Agent the AD formSigned by Buyer. Seller's Agent is not legally obligated to give to Buyer's Agent the AD form Signed by Seller.B. CONFIRMATION:The following agency relationships are hereby confirmed for this transaction. Seller's Brokerage Firm License Number Is the broker of (check one): the Seller; or both the Buyer and Seller (Dual Agent). Seller's Agent License Number Is (check one): the Seller's Agent. (Salesperson or broker associate); or both the Buyer's and Seller's Agent (Dual Agent). Buyer's Brokerage Firm License Number Is the broker of (check one): the Buyer; or both the Buyer and Seller (Dual Agent). Buyer's Agent License Number Is (check one): the Buyer's Agent. (Salesperson or broker associate); or both the Buyer's and Seller's Agent (Dual Agent). C. More than one Brokerage represents Seller, Buyer. See, Additional Broker Acknowledgement (C.A.R. Form ABA). D. POTENTIALLY COMPETING BUYERS AND SELLERS:The Parties each acknowledge receipt of a “Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS).3. TERMS OF PURCHASE AND ALLOCATION OF COSTS:The items in this paragraph are contractual terms of the Agreement. Referenced paragraphs provide further explanation. This form is 16 pages. The Parties are advised to read all 16 pages. Paragraph # Paragraph Title or Contract Term Terms and Conditions Additional Terms A 5, 5B (cash)Purchase Price $ All Cash B Close of Escrow (COE) Days after Acceptance OR on (date) C 32A Expiration of Offer 3 calendar days after all Buyer Signature(s)or (date), at 5PM or AM/ PM D(1)5A(1)Initial Deposit Amount $ ( % of purchase price) (% number above is for calculation purposes and is not a contractual term) within 3 (or ) business days after Acceptance by wire transfer OR D(2)5A(2) Increased Deposit (Money placed into escrow after the initial deposit. Use form DID at time increased deposit is made.) $ ( % of purchase price) (% number above is for calculation purposes and is not a contractual term) Upon removal of all contingencies OR (date) OR E(1)5C(1)Loan Amount(s):First Interest Rate Points $ ( % of purchase price) Fixed rate or Initial adjustable rate ● not to exceed % ● Buyer to pay up to points to obtain the rate above Conventional or, if checked, FHA (Forms FVAC/HID attached) VA (Form FVAC attached) Seller Financing Other: If FHA or VA checked, Deliver list of lender required repairs 17 (or ) Days after Acceptance E(2)5C(2) Additional Financed Amount Interest Rate Points $ ( % of purchase price) Fixed rate or Initial adjustable rate ● not to exceed % ● Buyer to pay up to points to obtain rate above Conventional or, if checked, Seller Financing Other: E(3)7A Occupancy Type Primary, or if checked, Secondary Investment F 5D Balance of Down Payment $ PURCHASE PRICE TOTAL $ © 2022, California Association of REALTORS®, Inc. RPA REVISED 12/22 (PAGE 1 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 1 OF 16) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com February 1, 2024 TruVest, LLC 4197 Ironwood Ave S Seal Beach Orange 90740 21719109 Westridge Commercial Inc.01353256 X Mohammed Baghdadi 01198843 X HomeWay 02145980 X Randy Rogers 02054784 X X 1,250,000.00 X X 15 20,000.00 1.60 X 1,230,000.00 1,250,000.00 HomeWay, 625 S The City Drive #330 Orange CA 92868 7145013697 4197 Ironwood Randy Rogers DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date: Paragraph # Paragraph Title or Contract Term Terms and Conditions Additional Terms G(1)5E Seller Credit, if any, to Buyer $ ( % of purchase price) (% number above is for calculation purposesand is not a contractual term) Seller credit to be applied to closing costs OR Other: G(2)ADDITIONAL FINANCE TERMS: G(3)18 Seller agrees to pay the obligation of Buyer to compensate Buyer's Broker under a separate agreement (C.A.R.Form SPBB attached). Seller's Broker's offer, if any, to compensate Buyer's Broker is unaffected unless Otherwise Agreed. H(1)5B Verification of All Cash (sufficient funds) Attached to the offer or 3 (or ) Days after Acceptance H(2)6A Verification of Down Payment and Closing Costs Attached to the offer or 3 (or ) Days after Acceptance H(3)6B Verification of Loan Application Attached to the offer or 3 (or ) Daysafter Acceptance Prequalification Preapproval Fully underwritten preapproval I Intentionally Left Blank J 16 Final Verification of Condition 5 (or ) Days prior to COE K 23 Assignment Request 17 (or ) Days after Acceptance L 8 CONTINGENCIES TIME TO REMOVE CONTINGENCIES CONTINGENCY REMOVED L(1)8A Loan(s)17 (or ) Days after Acceptance No loan contingency L(2)8B Appraisal:Appraisal contingencybased upon appraised value at a minimum of purchase price or $ 17 (or ) Days after Acceptance No appraisal contingency Removal of appraisal contingency does not eliminate appraisalcancellation rights in FVAC. L(3)8C, 12 Investigation of Property 17 (or ) Days after Acceptance Informational Access to Property 17 (or ) Days after Acceptance REMOVAL OR WAIVER OF Buyer's right to access the Property for informational purposes is NOT a contingency, does NOT create cancellation rights, and applies even if contingencies are removed. CONTINGENCY: L(4)8D, 14A Review of Seller Documents 17 (or ) Days after Acceptance, or 5 Daysafter Delivery, whichever is later L(5)8E, 13A Preliminary ("Title") Report 17 (or ) Days after Acceptance, or 5 Daysafter Delivery, whichever is later L(6)8F, 11L Common Interest Disclosures required by Civil Code § 4525 or this Agreement 17 (or ) Days after Acceptance, or 5 Days after Delivery, whichever is later L(7)8G, 9B(6)Review of leased or liened items (Such as for solar panels or propane tanks or PACE or HERO liens) 17 (or ) Days after Acceptance, or 5 Days after Delivery, whichever is later CR-B attached L(8)8J Sale of Buyer's Property Sale of Buyer's property is not a contingency, UNLESS checked here:C.A.R. Form COP attached M Possession Time for Performance Additional Terms M(1) Time of Possession Upon notice of recordation, OR 6 PM or AM/ PM on date specified, as applicable, in 3M(2) or attached TOPA. M(2)7C Seller Occupied or Vacant units COE date or, if checked below, days after COE (29 or fewer days) days after COE (30 or more days) C.A.R. Form SIP attached if 29 orfewer days. C.A.R. Form RLAS attached if 30 or more days. M(3)4A, 7A Occupied units by tenants or anyone other than the Seller Tenant Occupied Property Addendum (C.A.R. Form TOPA) attached Seller shall disclose to Buyer if occupied by tenants or persons other than the Seller, and attach TOPA in a counter offer if not part of Buyer's offer. N Documents/Fees/Compliance Time for Performance N(1)14A Seller Delivery of Documents 7 (or ) Days after Acceptance N(2)19B Sign and return Escrow Holder Provisions and Instructions 5 (or ) Days after Delivery N(3)11L(2) Time to pay fees for ordering HOA Documents 3 (or ) Days after Acceptance N(4)10B(1) Install smoke alarm(s), COdetector(s), water heater bracing 7 (or ) Days after Acceptance N(5)28 Evidence of representative authority 3 Days after Acceptance RPA REVISED 12/22 (PAGE 2 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 2 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 Buyer reserves the right to purchase Cash or Hard Money X X 5 4 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date: O Intentionally Left Blank P Items Included and Excluded P(1)9 Items Included - All items specified in Paragraph 9B are included and the following, if checked: Stove(s), oven(s), stove/oven Video doorbell(s); Above-ground pool(s) / spa(s); combo(s); Security camera equipment; Bathroom mirrors, unless Refrigerator(s); Security system(s)/alarm(s), other than excluded below; Wine Refrigerator(s); separate video doorbell and camera Electric car charging systems Washer(s); equipment; and stations; Dryer(s); Smart home control devices; Potted trees/shrubs; Dishwasher(s); Wall mounted brackets for video or audio Microwave(s); equipment; Additional Items Included:. . . . . P(2) Excluded Items: ; ; ; Q Allocation of Costs Paragraph # Item Description Who Pays (if Both is checked, cost to be split equally unless Otherwise Agreed) Additional Terms Q(1)10A, 11A Natural Hazard Zone Disclosure Report, including tax information Buyer Seller Both Environmental Other Provided by: Q(2)10A Buyer Seller Both Provided by: Q(3) Report Buyer Seller Both Q(4)10B(1) Smoke alarms, CO detectors, waterheater bracing Buyer Seller Both Q(5)10A 10B(2) Government Required Point of Sale inspections, reports Buyer Seller Both Q(6)10B(2) Government Required Point of Salecorrective/remedial actions Buyer Seller Both Q(7)19B Escrow Fee Buyer Seller Both Each to pay their own fees Escrow Holder: Q(8)13 Owner's title insurance policy Buyer Seller Both Title Co. (If different from Escrow Holder): Q(9)Buyer's Lender title insurance policy Buyer Unless Otherwise Agreed, Buyer shall purchase any title insurance policy insuring Buyer's lender. Q(10)County transfer tax, fees Buyer Seller Both Q(11)City transfer tax, fees Buyer Seller Both Q(12)11L(2) HOA fee for preparing disclosures Seller Q(13)HOA certification fee Buyer Q(14)HOA transfer fees Buyer Seller Both Unless Otherwise Agreed, Seller shall pay for separate HOA move- out fee and Buyer shall pay for separate move-in fee. Applies if separately billed or itemized with cost in transfer fee. Q(15)Private transfer fees Seller, or if checked, Buyer Both Q(16) fees or costs Buyer Seller Both Q(17) fees or costs Buyer Seller Both Q(18)10C Home warranty plan chosen by Buyer. Coverage includes, but is not limited to: Buyer Seller Both If Seller or Both checked, Seller's cost not to exceed $ . Issued by: Buyer waives home warranty plan R OTHER TERMS: RPA REVISED 12/22 (PAGE 3 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 3 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 X . Click here for Additional Report Click here to select Wildfire Service Provider X X X X Seller's Choice Seller's Choice X X X Buyer is a real estate agent. Buyer is purchasing the property as an investment. Buyer reserves the right to designate in writing how title will be taken. Agent has ownership interest in TruVest. 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date: 4. PROPERTY ADDENDA AND ADVISORIES:(check all that apply) A. PROPERTY TYPE ADDENDA:This Agreement is subject to the terms contained in the Addenda checked below: Tenant Occupied Property Addendum (C.A.R. Form TOPA) (Should be checked whether current tenants will remain or not.) Probate Agreement Purchase Addendum (C.A.R. Form PA-PA) Manufactured Home Purchase Addendum (C.A.R. Form MH-PA) Tenancy in Common Purchase Addendum (C.A.R. Form TIC-PA) Stock Cooperative Purchase Addendum (C.A.R. Form COOP-PA) Mixed Use Purchase Addendum (C.A.R. Form MU-PA) Other B. OTHER ADDENDA:This Agreement is subject to the terms contained in the Addenda checked below: Addendum # (C.A.R. Form ADM) Short Sale Addendum (C.A.R. Form SSA) Back Up Offer Addendum (C.A.R. Form BUO) Court Confirmation Addendum (C.A.R. Form CCA) Septic, Well, Property Monument and Propane Addendum (C.A.R. Form SWPI) Buyer Intent to Exchange Addendum (C.A.R. Form BXA) Seller Intent to Exchange Addendum (C.A.R. Form SXA) Other Other C. BUYER AND SELLER ADVISORIES: (Note: All Advisories below are provided for reference purposes only and are not intended to be incorporated into this Agreement.) Buyer's Investigation Advisory (C.A.R. Form BIA) Fair Housing and Discrimination Advisory (C.A.R. Form FHDA) Wire Fraud Advisory (C.A.R. Form WFA) Cal. Consumer Privacy Act Advisory (C.A.R. Form CCPA) (Parties may also receive a privacy disclosure from their own Agent.) Wildfire Disaster Advisory (C.A.R. Form WFDA) Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) Trust Advisory (C.A.R. Form TA) Short Sale Information and Advisory (C.A.R. Form SSIA) REO Advisory (C.A.R. Form REO) Probate Advisory (C.A.R. Form PA) Other Other 5. ADDITIONAL TERMS AFFECTING PURCHASE PRICE:Buyer represents that funds will be good when deposited with Escrow Holder.A. DEPOSIT: (1)INITIAL DEPOSIT:Buyer shall deliver deposit directly to Escrow Holder. If a method other than wire transfer is specifiedinparagraph 3D(1)and such method is unacceptable to Escrow Holder, then upon notice from Escrow Holder, delivery shall be by wire transfer.(2)INCREASED DEPOSIT:Increased deposit specified in paragraph 3D(2)is to be delivered to Escrow Holder in the same manner as the Initial Deposit. If the Parties agree to liquidated damages in this Agreement, they also agree to incorporatethe increased deposit into the liquidated damages amount by signing a new liquidated damages clause (C.A.R. Form DID) at the time the increased deposit is delivered to Escrow Holder.(3)RETENTION OF DEPOSIT: Paragraph 29, if initialed by all Parties or otherwise incorporated into this Agreement, specifies a remedy for Buyer's default. Buyer and Seller are advised to consult with a qualified California realestate attorney: (i) Before adding any other clause specifying a remedy (such as release or forfeiture of deposit or making a deposit non-refundable) for failure of Buyer to complete the purchase. Any such clause shall bedeemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code; and (ii) Regarding possible liability and remedies if Buyer fails to deliver the deposit.B. ALL CASH OFFER:If an all cash offer is specified in paragraph 3A, no loan is needed to purchase the Property. This Agreement is NOT contingent on Buyer obtaining a loan. Buyer shall, within the time specified in paragraph 3H(1), Deliverwritten verification of funds sufficient for the purchase price and closing costs. C. LOAN(S):(1)FIRST LOAN:This loan will provide for conventional financing UNLESS FHA, VA, Seller Financing (C.A.R. Form SFA), or Other is checked in paragraph 3E(1).(2)ADDITIONAL FINANCED AMOUNT:If an additional financed amount is specified in paragraph 3E(2), that amount will provide for conventional financing UNLESS Seller Financing (C.A.R. Form SFA), or Other is checked in paragraph 3E(2).(3)BUYER'S LOAN STATUS:Buyer authorizes Seller and Seller's Authorized Agent to contact Buyer's lender(s) to determine the status of any Buyer's loan specified in paragraph 3E, or any alternate loan Buyer pursues, whether or not acontingency of this Agreement. If the contact information for Buyer's lender(s) is different from that provided under the terms of paragraph 6B, Buyer shall Deliver the updated contact information within 1 Day of Seller's request.(4)FHA/VA: If FHA or VA is checked in paragraph 3E(1),a FHA/VA amendatory clause (C.A.R. Form FVAC) shall be incorporated and Signed by all Parties. Buyer shall, within the time specified in paragraph 3E(1),Deliver to Seller writtennotice (C.A.R. Form RR or AEA)(i)of any lender requirements that Buyer requests Seller to pay for or otherwise correct or (ii)that there are no lender requirements. Notwithstanding Seller's agreement that Buyer may obtain FHA or VAfinancing, Seller has no obligation to pay or satisfy any or all lender requirements unless agreed in writing. D. BALANCE OF PURCHASE PRICE (DOWN PAYMENT, paragraph 3F) (including all-cash funds)to be deposited withEscrow Holder pursuant to Escrow Holder instructions. E. LIMITS ON CREDITS TO BUYER:Any credit to Buyer as specified in paragraph 3G(1)or Otherwise Agreed, from anysource, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer's lender, if any, and made at Close Of Escrow. If the total credit allowed by Buyer's lender (“Lender Allowable Credit”) is less than theContractual Credit, then (i)the Contractual Credit from Seller shall be reduced to the Lender Allowable Credit, and (ii)in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price tomake up for the difference between the Contractual Credit and the Lender Allowable Credit. 6. ADDITIONAL FINANCING TERMS:A. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS:Written verification of Buyer's down payment and closing costs, within the time specified in paragraph 3H(2)may be made by Buyer or Buyer's lender or loan broker pursuant to paragraph 6B.B. VERIFICATION OF LOAN APPLICATIONS:Buyer shall Deliver to Seller, within the time specified in paragraph 3H(3)a letter from Buyer's lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer isprequalified or preapproved for any NEW loan specified in paragraph 3E. If any loan specified in paragraph 3E is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate. RPA REVISED 12/22 (PAGE 4 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 4 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 X X X X 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date:C. BUYER STATED FINANCING:Seller is relying on Buyer's representation of the type of financing specified (including, but notlimited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price, and to sell to Buyer in reliance on Buyer's specified financing. Buyer shall pursue the financingspecified in this Agreement, even if Buyer also elects to pursue an alternative form of financing. Seller has no obligation tocooperate with Buyer's efforts to obtain any financing other than that specified in this Agreement but shall not interfere with closingat the purchase price on the COE date (paragraph 3B) even if based upon alternate financing. Buyer's inability to obtain alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement.7. CLOSING AND POSSESSION:A. OCCUPANCY:If Buyer intends to occupy as a primary or secondary residence (see paragraph 3E(3)), and unless OtherwiseAgreed, such as in C.A.R. Form TOPA:(i)the unit Buyer intends to occupy shall be vacant at the time possession is delivered toBuyer, and (ii)if the Property contains more than one unit, within 3 Days after Acceptance Buyer shall give Seller written notice of which unit Buyer intends to occupy. Occupancy may impact available financing.Seller shall disclose to Buyer if occupied bytenants or persons other than Seller, and attach C.A.R. Form TOPA in a counter offer if not part of Buyer's offer.B. CONDITION OF PROPERTY ON CLOSING: (1)Unless Otherwise Agreed:(i)the Property shall be delivered “As-Is”in its PRESENT physical condition as of the date of Acceptance;(ii)the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the samecondition as on the date of Acceptance; and (iii)all debris and personal property not included in the sale shall be removedby Close Of Escrow or at the time possession is delivered to Buyer, if not on the same date. If items are not removed when possession is delivered to Buyer, all items shall be deemed abandoned. Buyer, after first Delivering to Seller writtennotice to remove the items within 3 Days, may pay to have such items removed or disposed of and may bring legal action,as per this Agreement, to receive reasonable costs from Seller.(2)Buyer is strongly advised to conduct investigations of the entire Property in order to determine its presentcondition. Seller and Agents may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with currentLaw, or have had all required permits issued and/or finalized.C. SELLER REMAINING IN POSSESSION AFTER CLOSE OF ESCROW:If Seller has the right to remain in possession afterClose Of Escrow pursuant to paragraph 3M(2)or as Otherwise Agreed: The Parties are advised to (i)consult with their insurance and legal advisors for information about liability and damage or injury to persons and personal and real property;and (ii)consult with a qualified California real estate attorney where the Property is located to determine the ongoing rightsand responsibilities of both Buyer and Seller with regard to each other, including possible tenant rights, and what type of written agreement to use to document the relationship between the Parties. Buyer is advised to consult with Buyer's lenderabout the impact of Seller's occupancy on Buyer's loan.D. At Close Of Escrow: (i)Seller assigns to Buyer any assignable warranty rights for items included in the sale; and (ii)Seller shallDeliver to Buyer available Copies of any such warranties. Agents cannot and will not determine the assignability of any warranties.E.Seller shall, on Close Of Escrow unless Otherwise Agreed and even if Seller remains in possession, provide keys, passwords,codes and/or means to operate all locks, mailboxes, security systems, alarms, home automation systems, intranet andInternet-connected devices included in the purchase price, garage door openers, and all items included in either paragraph 3Porparagraph 9. If the Property is a condominium or located in a common interest development, Seller shall be responsible for securing or providing any such items for Association amenities, facilities, and access. Buyer may be required to pay a depositto the Homeowners' Association (“HOA”) to obtain keys to accessible HOA facilities.8. CONTINGENCIES AND REMOVAL OF CONTINGENCIES:A. LOAN(S): (1)This Agreement is,unless otherwise specified in paragraph 3L(1) or an attached CR-B form, contingent upon Buyer obtaining the loan(s) specified. If contingent, Buyer shall act diligently and in good faith to obtain the designated loan(s).Ifthere is no appraisal contingency or the appraisal contingency has been waived or removed, then failure of theProperty to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant tothe loan contingency if Buyer is otherwise qualified for the specified loan and Buyer is able to satisfy lender's non-appraisal conditions for closing the loan.(2) Buyer is advised to investigate the insurability of the Property as early as possible, as this may be a requirement forlending. Buyer's ability to obtain insurance for the Property, including fire insurance, is part of Buyer's Investigation of Property contingency. Failure of Buyer to obtain insurance may justify cancellation based on the Investigation contingencybut not the loan contingency.(3)Buyer's contractual obligations regarding deposit, balance of down payment and closing costs are not contingencies ofthis Agreement, unless Otherwise Agreed. (4) If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency.(5)NO LOAN CONTINGENCY: If "No loan contingency" is checked in paragraph 3L(1), obtaining any loan specified is NOTa contingency of this Agreement. If Buyer does not obtain the loan specified, and as a result is unable to purchase theProperty, Seller may be entitled to Buyer's deposit or other legal remedies.B. APPRAISAL: (1)This Agreement is,unless otherwise specified in paragraph 3L(2) or an attached CR-B form, contingent upon awritten appraisal of the Property by a licensed or certified appraiser at no less than the amount specified in paragraph3L(2), without requiring repairs or improvements to the Property. Appraisals are often a reliable source to verify square footage of the subject Property. However, the ability to cancel based on the measurements provided in an appraisal fallswithin the Investigation of Property contingency. The appraisal contingency is solely limited to the value determined by theappraisal. For any cancellation based upon this appraisal contingency, Buyer shall Deliver a Copy of the written appraisalto Seller, upon request by Seller. (2)NO APPRAISAL CONTINGENCY:If "No appraisal contingency" is checked in paragraph 3L(2), then Buyer may not use the loan contingency specified in paragraph 3L(1)to cancel this Agreement if the sole reason for not obtaining the loan isthat the appraisal relied upon by Buyer's lender values the property at an amount less than that specified in paragraph3L(2). If Buyer is unable to obtain the loan specified solely for this reason, Seller may be entitled to Buyer's deposit or other legal remedies.(3) Fair Appraisal Act: The Parties acknowledge receipt of the attached Fair Appraisal Act Addendum (C.A.R. Form FAAA).C. INVESTIGATION OF PROPERTY:This Agreement is, as specified in paragraph 3L(3), contingent upon Buyer's acceptanceof the condition of, and any other matter affecting, the Property. See paragraph 12. D. REVIEW OF SELLER DOCUMENTS:This Agreement is, as specified in paragraph 3L(4), contingent upon Buyer's reviewand approval of Seller's documents required in paragraph 14A. RPA REVISED 12/22 (PAGE 5 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 5 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 X 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date:E. TITLE: (1)This Agreement is, as specified in paragraph 3L(5), contingent upon Buyer's ability to obtain the title policy provided for inparagraph 13G and on Buyer's review of a current Preliminary Report and items that are disclosed or observable even if not on record or not specified in the Preliminary Report, and satisfying Buyer regarding the current status of title. Buyer isadvised to review all underlying documents and other matters affecting title, including, but not limited to, any documents or deeds referenced in the Preliminary Report and any plotted easements.(2)Buyer has 5 Days after receipt to review a revised Preliminary Report, if any, furnished by the Title Company and cancel the transaction if the revised Preliminary Report reveals material or substantial deviations from a previously providedPreliminary Report. F. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES (IF APPLICABLE):This Agreement is, as specified inparagraph 3L(6), contingent upon Buyer's review and approval of Common Interest Disclosures required by Civil Code § 4525 and under paragraph 11L (“CI Disclosures”).G. BUYER REVIEW OF LEASED OR LIENED ITEMS CONTINGENCY:Buyer's review of and ability and willingness to assume any lease, maintenance agreement or other ongoing financial obligation, or to accept the Property subject to any lien,disclosed pursuant to paragraph 9B(6), is, as specified in paragraph 3L(7), a contingency of this Agreement. Any assumption of the lease shall not require any financial obligation or contribution by Seller. Seller, after first Delivering a Notice to Buyer toPerform, may cancel this Agreement if Buyer, by the time specified in paragraph 3L(7), refuses to enter into any necessary written agreements to accept responsibility for all obligations of Seller-disclosed leased or liened items.H. REMOVAL OR WAIVER OF CONTINGENCIES WITH OFFER: Buyer shall have no obligation to remove a contractual contingency unless Seller has provided all required documents, reports, disclosures, and information pertaining tothat contingency.If Buyer does remove a contingency without first receiving all required information from Seller, Buyer is relinquishing any contractual rights that apply to that contingency.If Buyer removes or waives any contingencies withoutan adequate understanding of the Property's condition or Buyer's ability to purchase, Buyer is acting against the advice of Agent.I. REMOVAL OF CONTINGENCY OR CANCELLATION: (1)For any contingency specified in paragraph 3L, 8, or elsewhere, Buyer shall, within the applicable periodspecified, remove the contingency or cancel this Agreement. (2) For the contingencies for review of Seller Documents, Preliminary Report, and Condominium/Planned DevelopmentDisclosures, Buyer shall, within the time specified in paragraph 3L or 5 Days after Delivery of Seller Documents or CI Disclosures, whichever occurs later, remove the applicable contingency in writing or cancel this Agreement.(3) If Buyer does not remove a contingency within the time specified, Seller, after first giving Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), shall have the right to cancel this Agreement.J. SALE OF BUYER'S PROPERTY:This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer unless the Sale of Buyer's Property (C.A.R. Form COP) is checked as a contingency of thisAgreement in paragraph 3L(8). 9. ITEMS INCLUDED IN AND EXCLUDED FROM SALE:A. NOTE TO BUYER AND SELLER:Items listed as included or excluded in the Multiple Listing Service (MLS), flyers, marketing materials, or disclosures are NOT included in the purchase price or excluded from the sale unless specified in this paragraphorparagraph 3P or as Otherwise Agreed. Any items included herein are components of the home and are not intended to affect the price. All items are transferred without Seller warranty.B. ITEMS INCLUDED IN SALE: (1) All EXISTING fixtures and fittings that are attached to the Property;(2)EXISTING electrical, mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates, solar power systems, built-in appliances and appliances for which special openings or encasements have been made(whether or not checked in paragraph 3P), window and door screens, awnings, shutters, window coverings (which includes blinds, curtains, drapery, shutters or any other materials that cover any portion of the window) and any associated hardwareand rods, attached floor coverings, television antennas, satellite dishes, air coolers/conditioners, pool/spa equipment (including, but not limited to, any cleaning equipment such as motorized/automatic pool cleaners, pool heaters, pool nets,pool covers), garage door openers/remote controls, mailbox, in-ground landscaping, water features and fountains, water softeners, water purifiers, light bulbs (including smart bulbs) and all items specified as included in paragraph 3P, if currentlyexisting at the time of Acceptance. Note:If Seller does not intend to include any item specified as being included above because it is not owned by Seller,whether placed on the Property by Agent, stager or other third party, the item should be listed as being excluded in paragraph 3P or excluded by Seller in a counter offer.(3) Security System includes any devices, hardware, software, or control units used to monitor and secure the Property, including but not limited to, any motion detectors, door or window alarms, and any other equipment utilized for suchpurpose. If checked in paragraph 3P, all such items are included in the sale, whether hard wired or not. (4) Home Automation (Smart Home Features) includes any electronic devices and features including, but not limited to,thermostat controls, kitchen appliances not otherwise excluded, and lighting systems, that are connected (hard wired or wirelessly) to a control unit, computer, tablet, phone, or other “smart” device. Any Smart Home devices and features thatare physically affixed to the real property, and also existing light bulbs, are included in the sale. Buyer is advised to use paragraph 3P(1)or an addendum to address more directly specific items to be included. Seller is advised to use acounter offer to address more directly any items to be excluded. (5)Non-Dedicated Devices: If checked in paragraph 3P, all smart home and security system control devices are included inthe sale, except for any non-dedicated personal computer, tablet, or phone used to control such features. Buyer acknowledges that a separate device and access to wifi or Internet may be required to operate some smart home featuresand Buyer may have to obtain such device after Close Of Escrow. Seller shall de-list any devices from any personal accounts and shall cooperate with any transfer of services to Buyer. Buyer is advised to change all passwords and ensurethe security of any smart home features. (6)LEASED OR LIENED ITEMS AND SYSTEMS:Seller, within the time specified in paragraph 3N(1), shall (i)disclose toBuyer if any item or system specified in paragraph 3P or 9B or otherwise included in the sale is leased, or not owned by Seller, or is subject to any maintenance or other ongoing financial obligation, or specifically subject to a lien or other encumbrance orloan, and (ii)Deliver to Buyer all written materials (such as lease, warranty, financing, etc.) concerning any such item. RPA REVISED 12/22 (PAGE 6 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 6 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date:(7)Seller represents that all items included in the purchase price, unless Otherwise Agreed,(i)are owned by Seller and shallbe transferred free and clear of liens and encumbrances, except the items and systems identified pursuant to paragraph9B(6), and (ii)are transferred without Seller warranty regardless of value. Seller shall cooperate with the identification ofany software or applications and Buyer's efforts to transfer any services needed to operate any Smart Home Features orother items included in this Agreement, including, but not limited to, utilities or security systems. C. ITEMS EXCLUDED FROM SALE:Unless Otherwise Agreed, the following items are excluded from sale:(i)All items specified in paragraph 3P(2); (ii)audio and video components (such as flat screen TVs, speakers and other items) if any such item is not itself attached to the Property, even if a bracket or other mechanism attached to the component or item is attached to the Property;(iii)furniture and other items secured to the Property for earthquake or safety purposes.Unless otherwise specified in paragraph 3P(1), brackets attached to walls, floors or ceilings for any such component, furniture or item will be removed and holes or other damage shall be repaired, but not painted.10. ALLOCATION OF COSTS: A. INSPECTIONS, REPORTS, TESTS AND CERTIFICATES: Paragraphs 3Q(1), (2), (3), and (5)only determines who is to payfor the inspection, report, test, certificate or service mentioned;it does not determine who is to pay for any work recommended or identified in any such document. Agreements for payment of required work should be specifiedelsewhere in paragraph 3Q, or 3R, or in a separate agreement (such as C.A.R. Forms RR, RRRR, ADM or AEA).Any reports in these paragraphs shall be Delivered in the time specified in paragraph 3N(1).B. GOVERNMENT REQUIREMENTS AND CORRECTIVE OR REMEDIAL ACTIONS: (1)LEGALLY REQUIRED INSTALLATIONS AND PROPERTY IMPROVEMENTS:Any required installation of smoke alarm orcarbon monoxide device(s) or securing of water heater shall be completed within the time specified in paragraph 3N(4) and paid by the Party specified in paragraph 3Q(4). If Buyer is to pay for these items, Buyer, as instructed by EscrowHolder, shall deposit funds into escrow or directly to the vendor completing the repair or installation. Prior to Close Of Escrow, Seller shall Deliver to Buyer written statement(s) of compliance in accordance with any Law, unless Seller isexempt. If Seller is to pay for these items and does not fulfill Seller's obligation in the time specified, and Buyer incurs costs to comply with lender requirements concerning those items, Seller shall be responsible for Buyer's costs.(2)POINT OF SALE REQUIREMENTS: (A) Point of sale inspections, reports and repairs refer to any such actions required to be completed before or after CloseOf Escrow that are required in order to close under any Law and paid by Party specified in paragraphs 3Q(5) and 3Q(6). Unless Parties Otherwise Agree to another time period, any such repair, shall be completed prior to finalverification of Property. If Buyer agrees to pay for any portion of such repair, Buyer, shall (i)directly pay to the vendor completing the repair or (ii)provide an invoice to Escrow Holder, deposit funds into escrow sufficient to pay forBuyer's portion of such repair and request Escrow Holder pay the vendor completing the repair. (B)Buyer shall be provided, within the time specified in paragraph 3N(1), unless Parties Otherwise Agree to anothertime period, a Copy of any required government-conducted or point-of-sale inspection report prepared pursuant to this Agreement or in anticipation of this sale of the Property.(3)REINSPECTION FEES:If any repair in paragraph 10B(1)is not completed within the time specified and the lender requires an additional inspection to be made, Seller shall be responsible for any corresponding reinspection fee. If Buyerincurs costs to comply with lender requirements concerning those items, Seller shall be responsible for those costs. (4)INFORMATION AND ADVICE ON REQUIREMENTS:Buyer and Seller are advised to seek information from aknowledgeable source regarding local and State mandates and whether they are point of sale requirements or requirements of ownership. Agents do not have expertise in this area and cannot ascertain all of the requirements or costsof compliance. C. HOME WARRANTY:(1) Buyer shall choose the home warranty plan and any optional coverages. Buyer shall pay any cost of that plan, chosen by Buyer, that exceeds the amount allocated to Seller in paragraph 3Q(18). Buyer is informed that home warranty planshave many optional coverages, including but not limited to, coverages for Air Conditioner and Pool/Spa. Buyer is advised to investigate these coverages to determine those that may be suitable for Buyer and their cost.(2)If Buyer waives the purchase of a home warranty plan in paragraph 3Q(18), Buyer may still purchase a home warranty plan, at Buyer's expense, prior to Close Of Escrow.11. STATUTORY AND OTHER DISCLOSURES (INCLUDING LEAD-BASED PAINT HAZARD DISCLOSURES) AND CANCELLATION RIGHTS:A. TDS, NHD, AND OTHER STATUTORY AND SUPPLEMENTAL DISCLOSURES: (1)Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer: unless exempt, fully completed disclosures ornotices required by §§ 1102 et. seq. and 1103 et. seq. of the Civil Code (“Statutory Disclosures”). Statutory Disclosures include, but are not limited to, a Real Estate Transfer Disclosure Statement (C.A.R. Form TDS), Natural HazardDisclosure Statement ("NHD"), notice or actual knowledge of release of illegal controlled substance, notice of special tax and/or assessments (or, if allowed, substantially equivalent notice regarding the Mello-Roos Community Facilities Act of1982 and Improvement Bond Act of 1915) and, if Seller has actual knowledge, of industrial use and military ordnance location (C.A.R. Form SPQ or ESD), and, if the Property is in a high or very high fire hazard severity area, the information,notices, documentation, and agreements required by §§ 1102.6(f) and 1102.19 of the Civil Code (C.A.R. Form FHDS). (2) The Real Estate Transfer Disclosure Statement required by this paragraph is considered fully completed if Seller has completedthe section titled Coordination with Other Disclosure Forms by checking a box (Section I), and Seller has completed and answered all questions and Signed the Seller's Information section (Section II) and the Seller's Agent, if any, has completedand Signed the Seller's Agent's section (Section III), or, if applicable, an Agent Visual Inspection Disclosure (C.A.R. Form AVID). Section V acknowledgment of receipt of a Copy of the TDS shall be Signed after all previous sections, if applicable,have been completed. Nothing stated herein relieves a Buyer's Agent, if any, from the obligation to (i)conduct a reasonably competent and diligent visual inspection of the accessible areas of the Property and disclose, on Section IV ofthe TDS, or an AVID, material facts affecting the value or desirability of the Property that were or should have been revealed by such an inspection or (ii)complete any sections on all disclosures required to be completed by Buyer's Agent.(3)Seller shall, within the time specified in paragraph 3N(1), provide “Supplemental Disclosures” as follows:(i)unless exempt from the obligation to provide a TDS, complete a Seller Property Questionnaire (C.A.R. Form SPQ) by answeringall questions and Signing and Delivering a Copy to Buyer;(ii)if exempt from the obligation to provide a TDS, complete an Exempt Seller Disclosure (C.A.R. Form ESD) by answering all questions and Signing and Delivering a Copy to Buyer. RPA REVISED 12/22 (PAGE 7 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 7 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date:(4) In the event Seller or Seller's Agent, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer underthis paragraph, Seller shall, in writing, promptly provide a subsequent or amended TDS, Seller Property Questionnaire or other document, in writing, covering those items. Any such document shall be deemed an amendment to the TDS or SPQ.However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies of which Buyer is otherwise aware, or which are discovered by Buyer or disclosed in reports or documentsprovided to or ordered and paid for by Buyer.B. LEAD DISCLOSURES: (1)Seller shall, within the time specified in paragraph 3N(1), for any residential property built before January 1, 1978,unless exempted by Law, Deliver to Buyer a fully completed Federal Lead-Based Paint Disclosures (C.A.R. FormLPD) and pamphlet (“Lead Disclosures”). (2)Buyer shall, within the time specified in paragraph 3L(3), have the opportunity to conduct a risk assessment or to inspect for the presence of lead-based paint hazards.C. HOME FIRE HARDENING DISCLOSURE AND ADVISORY:For any transaction where a TDS is required, the property islocated in a high or very high fire hazard severity zone, and the home was constructed before January 1, 2010 , Seller shall,within the time specified in paragraph 3N(1), Deliver to Buyer:(i)a home hardening disclosure required by law; and (ii)a statement of features of which the Seller is aware that may make the home vulnerable to wildfire and flying embers; and (iii)afinal inspection report regarding compliance with defensible space requirements if one was prepared pursuant to GovernmentCode § 51182 (C.A.R. Form FHDS).D. DEFENSIBLE SPACE DISCLOSURE AND ADDENDUM:For any transaction in which a TDS is required and the property is located in a high or very high fire hazard severity zone, Seller shall, within the time specified in paragraph 3N(1), Deliver toBuyer(i)a disclosure of whether the Property is in compliance with any applicable defensible space laws designed to protect astructure on the Property from fire; and (ii)an addendum allocating responsibility for compliance with any such defensible space law (C.A.R. Form FHDS).E. WAIVER PROHIBITED:Waiver of Statutory, Lead, and other Disclosures in paragraphs 11A(1),11B,11C, and 11D areprohibited by Law.F. RETURN OF SIGNED COPIES:Buyer shall, within the time specified in paragraph 3L(4)OR 5 Days after Delivery of anydisclosures specified in paragraphs 11 A,B,C or D, and defensible space addendum in paragraph 11D, whichever is later, return Signed Copies of the disclosures, and if applicable, addendum, to Seller.G. TERMINATION RIGHTS:(1)Statutory and Other Disclosures:If any disclosure specified in paragraphs 11A,B,C, or D, or subsequent or amendeddisclosure to those just specified, is Delivered to Buyer after the offer is Signed, Buyer shall have the right to terminate thisAgreement within 3 Days after Delivery in person, or 5 Days after Delivery by deposit in the mail, or by an electronicrecord or email satisfying the Uniform Electronic Transactions Act (UETA), by giving written notice of rescission to Selleror Seller's Authorized Agent. If Buyer does not rescind within this time period, Buyer has been deemed to have approvedthe disclosure and shall not have the right to cancel.(2)Defensible Space Compliance:If, by the time specified in paragraph 11F, Buyer does not agree to the terms regardingdefensible space compliance Delivered by Seller, as indicated by mutual signatures on the FHDS, then Seller, after firstDelivering a Notice to Buyer to Perform, may cancel this Agreement.H. WITHHOLDING TAXES:Buyer and Seller hereby instruct Escrow Holder to withhold the applicable required amounts tocomply with federal and California withholding Laws and forward such amounts to the Internal Revenue Service and FranchiseTax Board, respectively. However, no federal withholding is required if, prior to Close Of Escrow, Seller Delivers (i)to Buyerand Escrow Holder a fully completed affidavit (C.A.R. Form AS) sufficient to avoid withholding pursuant to federal withholdingLaw (FIRPTA);OR (ii)to a qualified substitute (usually a title company or an independent escrow company) a fully completedaffidavit (C.A.R. Form AS) sufficient to avoid withholding pursuant to federal withholding Law AND the qualified substituteDelivers to Buyer and Escrow Holder an affidavit signed under penalty of perjury (C.A.R. Form QS) that the qualified substitutehas received the fully completed Seller's affidavit and the Seller states that no federal withholding is required;OR (iii)to Buyerother documentation satisfying the requirements under Internal Revenue Code § 1445 (FIRPTA). No withholding is requiredunder California Law if, prior to Close Of Escrow, Escrow Holder has received sufficient documentation from Seller that nowithholding is required, and Buyer has been informed by Escrow Holder.I. MEGAN'S LAW DATABASE DISCLOSURE:Notice: Pursuant to § 290.46 of the Penal Code, information about specifiedregistered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice atwww.meganslaw.ca.gov. Depending on an offender's criminal history, this information will include either the address at whichthe offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Agent arerequired to check this website. If Buyer wants further information, Agent recommends that Buyer obtain information from thiswebsite during Buyer's investigation contingency period. Agents do not have expertise in this area.)J. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES:This notice is being provided simplyto inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to thepublic via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department ofTransportation at http://www.npms.phmsa.dot.gov/. To seek further information about possible transmission pipelines nearthe Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipelineoperators is searchable by ZIP Code and county on the NPMS Internet Website. (Neither Seller nor Agent are required tocheck this website. If Buyer wants further information, Agent recommends that Buyer obtain information from this websiteduring Buyer's investigation contingency period. Agents do not have expertise in this area.)K. NATURAL AND ENVIRONMENTAL HAZARDS:Seller shall, within the time specified in paragraph 3N(1), if required by Law:(i)Deliver to Buyer the earthquake guide and environmental hazards booklet, and for all residential property with 1-4 units andany manufactured or mobile home built before January 1, 1960, fully complete and Deliver the Residential Earthquake RiskDisclosure Statement; and (ii)even if exempt from the obligation to provide a NHD, disclose if the Property is located in aSpecial Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area;Earthquake Fault Zone; Seismic Hazard Zone; and (iii)disclose any other zone as required by Law and provide any otherinformation required for those zones.L. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES:(1)Seller shall, within the time specified in paragraph 3N(1), disclose to Buyer whether the Property is a condominium or islocated in a planned development, other common interest development, or otherwise subject to covenants, conditions,and restrictions (C.A.R. Form SPQ or ESD). RPA REVISED 12/22 (PAGE 8 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 8 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date:(2) If the Property is a condominium or is located in a planned development or other common interest development with aHOA, Seller shall, within the time specified in paragraph 3N(3), order from, and pay any required fee as specified inparagraph 3Q(12)for the following items to the HOA (C.A.R. Form HOA-IR):(i)Copies of any documents required by Law (C.A.R. Form HOA-RS);(ii)disclosure of any pending or anticipated claim or litigation by or against the HOA;(iii)astatement containing the location and number of designated parking and storage spaces;(iv)Copies of the most recent12 months of HOA minutes for regular and special meetings;(v)the names and contact information of all HOAs governingthe Property;(vi)pet restrictions; and (vii)smoking restrictions (“CI Disclosures”). Seller shall itemize and Deliver to Buyer all CI Disclosures received from the HOA and any CI Disclosures in Seller's possession. Seller shall, as directed byEscrow Holder, deposit funds into escrow or direct to HOA or management company to pay for any of the above.M. SOLAR POWER SYSTEMS:For properties with any solar panels or solar power systems, Seller shall, within the timespecified in paragraph 3N(1), Deliver to Buyer all known information about the solar panels or solar power system. Seller may use the Solar Advisory and Questionnaire (C.A.R. Form SOLAR).N. KNOWN MATERIAL FACTS:Seller shall, within the time specified in paragraph 3N(1), DISCLOSE KNOWN MATERIALFACTS AND DEFECTS affecting the Property, including, but not limited to, known insurance claims within the past five years, or provide Buyer with permission to contact insurer to get such information (C.A.R. Form ARC), and make any and all otherdisclosures required by Law.12. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A.Buyer shall, within the time specified in paragraph 3L(3), have the right, at Buyer's expense unless Otherwise Agreed, toconduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations”). B.Buyer Investigations include, but are not limited to:(1) Inspections regarding any physical attributes of the Property or items connected to the Property, such as: (A) A general home inspection.(B) An inspection for lead-based paint and other lead-based paint hazards. (C) An inspection specifically for wood destroying pests and organisms. Any inspection for wood destroying pests andorganisms shall be prepared by a registered Structural Pest Control company; shall cover the main building and attached structures; may cover detached structures; shall NOT include water tests of shower pans on upper levelunits unless the owners of property below the shower consent; shall NOT include roof coverings; and, if the Property is a unit in a condominium or other common interest subdivision, the inspection shall include only the separateinterest and any exclusive-use areas being transferred, and shall NOT include common areas; and shall include a report (“Pest Control Report”) showing the findings of the company which shall be separated into sections for evidentinfestation or infections (Section 1) and for conditions likely to lead to infestation or infection (Section 2). (D) Any other specific inspections of the physical condition of the land and improvements.(2) Investigation of any other matter affecting the Property, other than those that are specified as separate contingencies. Buyer Investigations include, but are not limited to, an investigation of the availability and cost of general homeowner'sinsurance, flood insurance and fire insurance. See, Buyer's Investigation Advisory (C.A.R. Form BIA) for more. C.Without Seller's prior written consent, Buyer shall neither make nor cause to be made:(i)invasive or destructive BuyerInvestigations, except for minimally invasive testing required to prepare a Pest Control Report, which shall not include any holes or drilling through stucco or similar material; or (ii)inspections by any governmental building or zoning inspector orgovernment employee, unless required by Law. D.Seller shall make the Property available for all Buyer Investigations. Seller is not obligated to move any existing personal property.Seller shall have water, gas, electricity and all operable pilot lights on for Buyer's Investigations and through the date possession is delivered to Buyer. Buyer shall,(i)by the time specified in paragraph 3L(3), complete Buyer Investigations and satisfy themselvesas to the condition of the Property, and either remove the contingency or cancel this Agreement, and (ii)by the time specified in paragraph 3L(3)or 3 Days after receipt of any Investigation report, whichever is later, give Seller at no cost, completeCopies of all such reports obtained by Buyer, which obligation shall survive the termination of this Agreement. This Delivery of Investigation reports shall not include any appraisal, except an appraisal received in connection with an FHA or VA loan.E. Buyer indemnity and Seller protection for entry upon the Property:Buyer shall:(i)keep the Property free and clear of liens;(ii)repair all damage arising from Buyer Investigations; and (iii)indemnify and hold Seller harmless from all resultingliability, claims, demands, damages and costs. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liabilityfor any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice ofNon-Responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination of this Agreement.13. TITLE AND VESTING: A.Buyer shall, within the time specified in paragraph 3N(1), be provided a current Preliminary Report by the person responsiblefor paying for the title report in paragraph 3Q(8). If Buyer is responsible for paying, Buyer shall act diligently and in good faith to obtain such Preliminary Report within the time specified. The Preliminary Report is only an offer by the title insurer to issue apolicy of title insurance and may not contain every item affecting title. The company providing the Preliminary Report shall, prior to issuing a Preliminary Report, conduct a search of the General Index for all Sellers except banks or other institutionallenders selling properties they acquired through foreclosure (REOs), corporations, and government entities. B.Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights andother matters, whether of record or not, as of the date of Acceptance except for: (i) monetary liens of record unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii) those matters which Seller has agreedto remove in writing. For any lien or matter not being transferred upon sale, Seller will take necessary action to deliver title free and clear of such lien or matter.C.Seller shall within 7 Days after request, give Escrow Holder necessary information to clear title. D.Seller shall, within the time specified in paragraph 3N(1), disclose to Buyer all matters known to Seller affecting title, whetherof record or not. E.If Buyer is a legal entity and the Property purchase price is at least $300,000 and the purchase price is made without a bankloan or similar form of external financing, a Geographic Targeting Order (GTO) issued by the Financial Crimes Enforcement Network, U.S. Department of the Treasury, requires title companies to collect and report certain information about the Buyer,depending on where the Property is located. Buyer agrees to cooperate with the title company's effort to comply with the GTO. RPA REVISED 12/22 (PAGE 9 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 9 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date:F.Buyer shall, after Close Of Escrow, receive a recorded grant deed or any other conveyance document required to convey title(or, for stock cooperative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's vesting instructions. Therecording document shall contain Buyer's post-closing mailing address to enable Buyer's receipt of the recorded conveyancedocument from the County Recorder. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAXCONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL.G.Buyer shall receive a “ALTA Homeowner's Policy of Title Insurance” or equivalent policy of title insurance, if applicable to thetype of property and buyer. Escrow Holder shall request this policy. If a ALTA Homeowner's Policy of Title Insurance is notoffered, Buyer shall receive a CLTA Standard Coverage policy unless Buyer has chosen another policy and instructed EscrowHolder in writing of the policy chosen and agreed to pay any increase in cost. Buyer should consult with the Title Company about the availability, and difference in coverage, and cost, if any, between a ALTA Homeowner's Policy and a CLTA StandardCoverage policy and other title policies and endorsements. Buyer should receive notice from the Title Company on itsPreliminary (Title) Report of the type of coverage offered. If Buyer is not notified on the Preliminary (Title) Report or is notsatisfied with the policy offered, and Buyer nonetheless removes the contingency for Review of the Preliminary Report, Buyer will receive the policy as specified in this paragraph.14. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only beextended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR-B or CC).A. SELLER DELIVERY OF DOCUMENTS:Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer all reports, disclosures and information ("Reports") for which Seller is responsible as specified in paragraphs 7A, 9B(6), 10, 11A, 11B,11C, 11D, 11H, 11K, 11L, 11M, 11N, 13A, 13C, and 28. B. BUYER REVIEW OF DOCUMENTS; REPAIR REQUEST; CONTINGENCY REMOVAL OR CANCELLATION (1)Buyer has the time specified in paragraph 3 to:(i)perform Buyer Investigations; review all disclosures, Reports, lease documents to be assumed by Buyer pursuant to paragraph 9B(6), and other applicable information, which Buyer receivesfrom Seller; and approve all matters affecting the Property; and (ii)Deliver to Seller Signed Copies of Statutory and Other Disclosures Delivered by Seller in accordance with paragraph 11. (2)Buyer may, within the time specified in paragraph 3L(3), request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer's requests (C.A.R. Form RR or RRRR). If Seller does not agree or does not respond, Buyer is not contractually entitled to have the repairs orother requests made and may only cancel based on contingencies in this Agreement. (3)Buyer shall, by the end of the times specified in paragraph 3L (or as Otherwise Agreed), Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement (C.A.R. Form CR-B or CC). However, if any report, disclosure, orinformation for which Seller is responsible is not Delivered within the time specified in paragraph 3N(1), then Buyer has 5 Days after Delivery of any such items, or the times specified in paragraph 3L, whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. If Delivery of any Report occurs after a contractualcontingency pertaining to that Report has already been waived or removed, the Delivery of the Report does not revive thecontingency but there may be a right to terminate for a subsequent or amended disclosure under paragraph 11G. (4)Continuation of Contingency:Even after the end of the time specified in paragraph 3L and before Seller cancels, if at all,pursuant to paragraph 14C, Buyer retains the right, in writing, to either (i)remove remaining contingencies, or (ii)cancel this Agreement based on a remaining contingency. Once Buyer's written removal of contingency is Delivered to Sellerbefore Seller cancels, Seller may not cancel this Agreement based on that contingency pursuant to paragraph 14C(1). C. SELLER RIGHT TO CANCEL:(1)SELLER RIGHT TO CANCEL; BUYER CONTINGENCIES:If, by the time specified in this Agreement, Buyer does notDeliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. In such event, Sellershall authorize the return of Buyer's deposit, except for fees incurred by Buyer.(2)SELLER RIGHT TO CANCEL; BUYER CONTRACT OBLIGATIONS:Seller, after first Delivering to Buyer a Notice to Buyerto Perform, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s):(i)Deposit funds as required by paragraph 3D(1)or 3D(2)or if the funds deposited pursuant to paragraph 3D(1)or 3D(2) are not good when deposited;(ii)Deliver updated contact information for Buyer's lender(s) as required by paragraph 5C(3);(iii)Deliver a notice of FHA or VA costs or terms, if any, as specified by paragraph 5C(4)(C.A.R. Form RR);(iv)Deliververification, or a satisfactory verification if Seller reasonably disapproves of the verification already provided, as requiredbyparagraph 5B or 6A;(v)Deliver a letter as required by paragraph 6B;(vi)In writing assume or accept leases or liens specified in paragraph 8G;(vii)Return Statutory and Other Disclosures as required by paragraph 11F;(viii)Cooperatewith the title company's effort to comply with the GTO as required by paragraph 13E;(ix)Sign or initial a separate liquidateddamages form for an increased deposit as required by paragraphs 5A(2)and 29;(x)Provide evidence of authority to Sign in arepresentative capacity as specified in paragraph 28; or (xi)Perform any additional Buyer contractual obligation(s) included in this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer andother expenses already paid by Escrow Holder pursuant to this Agreement prior to Seller's cancellation.(3)SELLER RIGHT TO CANCEL; SELLER CONTINGENCIES:Seller may cancel this Agreement by good faith exercise of any Seller contingency included in this Agreement, or Otherwise Agreed, so long as that contingency has not alreadybeen removed or waived in writing.D. BUYER RIGHT TO CANCEL:(1)BUYER RIGHT TO CANCEL; SELLER CONTINGENCIES:If, by the time specified in this Agreement, Seller does not Deliver to Buyer a removal of the applicable contingency or cancellation of this Agreement, then Buyer, after firstDelivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP), may cancel this Agreement. In such event, Sellershall authorize the return of Buyer's deposit, except for fees incurred by Buyer and other expenses already paid byEscrow Holder pursuant to this Agreement prior to Buyer's cancellation. (2)BUYER RIGHT TO CANCEL; SELLER CONTRACT OBLIGATIONS:If, by the time specified, Seller has not Delivered any item specified in paragraph 3N(1)or Seller has not performed any Seller contractual obligation included in this Agreementby the time specified, Buyer, after first Delivering to Seller a Notice to Seller to Perform, may cancel this Agreement.(3)BUYER RIGHT TO CANCEL; BUYER CONTINGENCIES:Buyer may cancel this Agreement by good faith exercise ofany Buyer contingency included in paragraph 8, or Otherwise Agreed, so long as that contingency has not already been removed in writing. RPA REVISED 12/22 (PAGE 10 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 10 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date:E. NOTICE TO BUYER OR SELLER TO PERFORM:The Notice to Buyer to Perform or Notice to Seller to Perform shall:(i)be inwriting;(ii)be Signed by the applicable Buyer or Seller; and (iii)give the other Party at least 2 Days after Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A Notice to Buyer to Perform or Noticeto Seller to Perform may not be Delivered any earlier than 2 Days prior to the Scheduled Performance Day to remove a contingencyor cancel this Agreement or meet an obligation specified in paragraph 14, whether or not the Scheduled Performance Day fallson a Saturday, Sunday or legal holiday. If a Notice to Buyer to Perform or Notice to Seller to Perform is incorrectly Delivered or specifies a time less than the agreed time, the notice shall be deemed invalid and void, and Seller or Buyer shall be required toDeliver a new Notice to Buyer to Perform or Notice to Seller to Perform with the specified timeframe.F. EFFECT OF REMOVAL OF CONTINGENCIES:(1)REMOVAL OF BUYER CONTINGENCIES:If Buyer removes any contingency or cancellation rights, unless OtherwiseAgreed, Buyer shall conclusively be deemed to have:(i)completed all Buyer Investigations, and review of Reports and other applicable information and disclosures pertaining to that contingency or cancellation right;(ii)elected to proceedwith the transaction; and (iii)assumed all liability, responsibility and expense for the non-delivery of any Reports,disclosures or information outside of Seller's control and for any Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing.(2)REMOVAL OF SELLER CONTINGENCIES:If Seller removes any contingency or cancellation rights, unless OtherwiseAgreed, Seller shall conclusively be deemed to have:(i)satisfied themselves regarding such contingency,(ii)elected toproceed with the transaction; and (iii)given up any right to cancel this Agreement based on such contingency.G. DEMAND TO CLOSE ESCROW:Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a Demand to Close Escrow (C.A.R.Form DCE). The DCE shall:(i)be Signed by the applicable Buyer or Seller; and (ii)give the other Party at least 3 Days afterDelivery to close escrow. A DCE may not be Delivered any earlier than 3 Days prior to the Scheduled Performance Day for the Close Of Escrow. If a DCE is incorrectly Delivered or specifies a time less than the above timeframe, the DCE shall bedeemed invalid and void, and Seller or Buyer shall be required to Deliver a new DCE.H. EFFECT OF CANCELLATION ON DEPOSITS:If Buyer or Seller gives written notice of cancellation pursuant to rights dulyexercised under the terms of this Agreement, the Parties agree to Sign and Deliver mutual instructions to cancel the sale andescrow and release deposits, if any, to the Party entitled to the funds, less (i)fees and costs paid by Escrow Holder on behalf of that Party, if required by this Agreement; and (ii)any escrow fee charged to that party. Fees and costs may be payable toservice providers and vendors for services and products provided during escrow. A release of funds will require mutual Signedrelease instructions from the Parties, judicial decision or arbitration award.A Party may be subject to a civil penalty of up to$1,000 for refusal to Sign cancellation instructions if no good faith dispute exists as to which Party is entitled to the deposited funds (Civil Code § 1057.3). Note: Neither Agents nor Escrow Holder are qualified to provide any opinionon whether either Party has acted in good faith or which Party is entitled to the deposited funds. Buyer and Seller areadvised to seek the advice of a qualified California real estate attorney regarding this matter.15. REPAIRS:Repairs shall be completed prior to final verification of condition unless Otherwise Agreed. Repairs to be performed at Seller's expense may be performed by Seller or through others, provided that the work complies with applicable Law, includinggovernmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials ofquality and appearance comparable to existing materials. Buyer acknowledges that exact restoration of appearance or cosmeticitems following all Repairs may not be possible. Seller shall:(i)obtain invoices and paid receipts for Repairs performed by others; (ii)prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii)provide Copies ofinvoices and paid receipts and statements to Buyer prior to final verification of condition.16. FINAL VERIFICATION OF CONDITION:Buyer shall have the right to make a final verification of the Property condition within thetime specified in paragraph 3J, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm:(i)the Property is maintained pursuant to paragraph 7B;(ii)Repairs have been completed as agreed; and (iii)Seller has complied with Seller's other obligationsunder this Agreement (C.A.R. Form VP).17. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS:Unless Otherwise Agreed, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, Seller rental paymentsto third parties, HOA regular assessments due prior to Close Of Escrow, premiums on insurance assumed by Buyer, paymentson bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment District bonds andassessments that are now a lien. Seller shall pay any HOA special or emergency assessments due prior to Close Of Escrow. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos andother Special Assessment District bonds and assessments and HOA special or emergency assessments that are due after Close OfEscrow. Property will be reassessed upon change of ownership. Any supplemental tax bills delivered to Escrow Holder prior to closingshall be prorated and paid as follows:(i)for periods after Close Of Escrow, by Buyer; and (ii)for periods prior to Close Of Escrow, by Seller (see C.A.R. Form SPT or SBSA for further information). Seller agrees all service fees, maintenance costs and utility bills willbe paid current up and through the date of Close Of Escrow. TAX BILLS AND UTILITY BILLS ISSUED AFTER CLOSE OF ESCROWSHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month.18. BROKERS AND AGENTS:A. COMPENSATION:Seller or Buyer, or both, as applicable, agree to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrowdoes not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. If Seller agrees to payBuyer's Broker (see paragraph 3G(3)), Seller shall be entitled to a copy of the written portion of the compensation agreement between Buyer and Buyer's Broker identifying the compensation to be paid. See C.A.R. Form SPBB for further information.B. SCOPE OF DUTY:Buyer and Seller acknowledge and agree that Agent:(i)Does not decide what price Buyer should pay orSeller should accept;(ii)Does not guarantee the condition of the Property;(iii)Does not guarantee the performance, adequacy orcompleteness of inspections, services, products or repairs provided or made by Seller or others;(iv)Does not have an obligationto conduct an inspection of common areas or areas off the site of the Property;(v)Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessibleareas of the Property or are known to Agent;(vi)Shall not be responsible for inspecting public records or permits concerning thetitle or use of Property;(vii)Shall not be responsible for identifying the location of boundary lines or other items affecting title;(viii) Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports,Multiple Listing Service, advertisements, flyers or other promotional material;(ix)Shall not be responsible for determining the fairmarket value of the Property or any personal property included in the sale;(x)Shall not be responsible for providing legal or taxadvice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi)Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity.Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals. RPA REVISED 12/22 (PAGE 11 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 11 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date:19. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructionsof Buyer and Seller to Escrow Holder,which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow:paragraphs 1, 3A, 3B, 3D-G, 3N(2), 3Q, 3R, 4A, 4B, 5A(1-2) 5D, 5E,10B(2)(A), 10B(3), 10C, 11H, 11L(2), 13 (except 13D), 14H, 17, 18A, 19, 23, 25, 27, 28, 32, 33, and paragraph 3 of the Real Estate Brokers Section.If a Copy of the separate compensation agreement(s) provided for in paragraph 18A or paragraph 3of the Real Estate Brokers Section is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s).The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned.B.Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder. To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations ofEscrow Holder only. Buyer and Seller shall Sign and return Escrow Holder's general provisions or supplemental instructions within the time specified in paragraph 3N(2). Buyer and Seller shall execute additional instructions, documents and formsprovided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 3,8,10,11, or elsewhere in this Agreement. C.A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days afterAcceptance. Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyerand Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title Company when received from Seller, if a separate company is providing title insurance. IfSeller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 11H, Escrow Holder shall deliver to Buyer, Buyer's Agent, and Seller's Agent a Qualified Substitute statement that complies with federal Law. If EscrowHolder's Qualified Substitute statement does not comply with federal law, the Parties instruct escrow to withhold all applicable required amounts under paragraph 11H.D.Agents are not a party to the escrow, except for Brokers for the sole purpose of compensation pursuant to paragraph 18A and paragraph 3 of the Real Estate Brokers Section. If a Copy of the separate compensation agreement(s) provided for in either ofthose paragraphs is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s).Buyer and Sellerirrevocably assign to Brokers compensation specified in paragraph 18A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructionscan be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement.E.Buyer and Seller acknowledge that Escrow Holder may require invoices for expenses under this Agreement. Buyer and Seller, upon request by Escrow Holder, within 3 Days or within a sufficient time to close escrow, whichever is sooner, shall provideany such invoices to Escrow Holder. F.Upon receipt, Escrow Holder shall provide Buyer, Seller, and each Agent verification of Buyer's deposit of funds pursuant toparagraphs 5A(1) and 5A(2). Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify each Agent:(i)if Buyer's initial or any additional deposit or down payment is not made pursuant to this Agreement, or isnot good at time of deposit with Escrow Holder; or (ii)if Buyer and Seller instruct Escrow Holder to cancel escrow. G.A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall bedelivered to Escrow Holder within 3 Days after mutual execution of the amendment. 20. SELECTION OF SERVICE PROVIDERS:Agents do not guarantee the performance of any vendors, service or product providers(“Providers”), whether referred by Agent or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing.21. MULTIPLE LISTING SERVICE (“MLS”):Agents are authorized to report to the MLS that an offer has been accepted and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminatedto persons and entities authorized to use the information on terms approved by the MLS. Buyer acknowledges that:(i)any pictures, videos, floor plans (collectively, “Images”) or other information about the Property that has been or will be inputted into the MLS orinternet portals, or both, at the instruction of Seller or in compliance with MLS rules, will not be removed after Close Of Escrow;(ii) California Civil Code § 1088(c) requires the MLS to maintain such Images and information for at least three years and as a resultthey may be displayed or circulated on the Internet, which cannot be controlled or removed by Seller or Agents; and (iii)Seller, Seller's Agent, Buyer's Agent, and MLS have no obligation or ability to remove such Images or information from the Internet.22. ATTORNEY FEES AND COSTS:In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non-prevailing Buyer or Seller, exceptas provided in paragraph 30A. 23. ASSIGNMENT/NOMINATION:Buyer shall have the right to assign all of Buyer's interest in this Agreement to Buyer's own trust orto any wholly owned entity of Buyer that is in existence at the time of such assignment. Otherwise, Buyer shall not assign all or any part of Buyer's interest in this Agreement without first having obtained the separate written consent of Seller to a specifiedassignee. Such consent shall not be unreasonably withheld. Prior to any assignment, Buyer shall disclose to Seller the name of the assignee and the amount of any monetary consideration between Buyer and assignee. Buyer shall provide assignee with alldocuments related to this Agreement including, but not limited to, the Agreement and any disclosures. If assignee is a wholly owned entity or trust of Buyer, that assignee does not need to re-sign or initial all documents provided. Whether or not anassignment requires seller's consent, at the time of assignment, assignee shall deliver a letter from assignee's lender that assignee is prequalified or preapproved as specified in paragraph 6B. Should assignee fail to deliver such a letter, Seller, after first givingAssignee an Notice to Buyer to Perform, shall have the right to terminate the assignment. Buyer shall, within the time specified in paragraph 3K, Deliver any request to assign this Agreement for Seller's consent. If Buyer fails to provide the required informationwithin this time frame, Seller's withholding of consent shall be deemed reasonable. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement unless Otherwise Agreed by Seller (C.A.R. Form AOAA). Parties shallprovide any assignment agreement to Escrow Holder within 1 Day after the assignment. Any nomination by Buyer shall be subject to the same procedures, requirements, and terms as an assignment as specified in this paragraph.24. EQUAL HOUSING OPPORTUNITY:The Property is sold in compliance with federal, state and local anti-discrimination Laws. RPA REVISED 12/22 (PAGE 12 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 12 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date:25. DEFINITIONS and INSTRUCTIONS:The following words are defined terms in this Agreement, shall be indicated by initial capitalletters throughout this Agreement, and have the following meaning whenever used:A. “Acceptance”means the time the offer or final counter offer is fully executed, in writing, by the recipient Party and isDelivered to the offering Party or that Party's Authorized Agent.B. “Agent”means the Broker, salesperson, broker-associate or any other real estate licensee licensed under the brokerage firmidentified in paragraph 2B.C.“Agreement”means this document and any counter offers and any incorporated addenda or amendments, collectively forming the binding agreement between the Parties. Addenda and amendments are incorporated only when Signed andDelivered by all Parties.D.“As-Is”condition: Seller shall disclose known material facts and defects as specified in this Agreement. Buyer has the right to inspect the Property and, within the time specified, request that Seller make repairs or take other corrective action, or exerciseany contingency cancellation rights in this Agreement. Seller is only required to make repairs specified in this Agreement or asOtherwise Agreed.E. “Authorized Agent”means an individual real estate licensee specified in the Real Estate Broker Section.F. “C.A.R. Form”means the most current version of the specific form referenced or another comparable form agreed to by the Parties.G.“Close Of Escrow”, including “COE”, means the date the grant deed, or other evidence of transfer of title, is recorded for anyreal property, or the date of Delivery of a document evidencing the transfer of title for any non-real property transaction.H. “Copy”means copy by any means including photocopy, facsimile and electronic. I. Counting Days is done as follows unless Otherwise Agreed: (1) The first Day after an event is the first full calendar datefollowing the event, and ending at 11:59 pm. For example, if a Notice to Buyer to Perform (C.A.R. form NBP) is Delivered at 3pm on the 7th calendar day of the month, or Acceptance of a counter offer is personally received at 12 noon on the 7th calendar day of the month, then the 7th is Day “0” for purposes of counting days to respond to the NBP or calculating theClose Of Escrow date or contingency removal dates and the 8th of the month is Day 1 for those same purposes. (2) Allcalendar days are counted in establishing the first Day after an event. (3) All calendar days are counted in determining thedate upon which performance must be completed, ending at 11:59 pm on the last day for performance (“Scheduled Performance Day”). (4) After Acceptance, if the Scheduled Performance Day for any act required by this Agreement, includingClose Of Escrow, lands on a Saturday, Sunday, or Legal Holiday, the performing party shall be allowed to perform on the nextday that is not a Saturday, Sunday or Legal Holiday (“Allowable Performance Day”), and ending at 11:59 pm. “Legal Holiday”shall mean any holiday or optional bank holiday under Civil Code §§ 7 and 7.1, any holiday under Government Code § 6700. (5) For the purposes of COE, any day that the Recorder's office in the County where the Property is located is closed or anyday that the lender or Escrow Holder under this Agreement is closed, the COE shall occur on the next day the Recorder'soffice in that County, the lender, and the Escrow Holder is open. (6) COE is considered Day 0 for purposes of counting daysSeller is allowed to remain in possession, if permitted by this Agreement.J. “Day"or "Days”means calendar day or days. However, delivery of deposit to escrow is based on business days. K. “Deliver”, “Delivered” or “Delivery”of documents, unless Otherwise Agreed, means and shall be effective upon personalreceipt of the document by Buyer or Seller or their Authorized Agent. Personal receipt means (i)a Copy of the document, or asapplicable, link to the document, is in the possession of the Party or Authorized Agent, regardless of the Delivery method used(i.e. e-mail, text, other), or (ii)an Electronic Copy of the document, or as applicable, link to the document, has been sent to any of the designated electronic delivery addresses specified in the Real Estate Broker Section on page 16. After Acceptance, Agentmay change the designated electronic delivery address for that Agent by, in writing, Delivering notice of the change in designatedelectronic delivery address to the other Party. Links could be, for example, to DropBox or GoogleDrive or other functionally equivalent program. If the recipient of a link is unable or unwilling to open the link or download the documents or otherwise prefersDelivery of the documents directly, Recipient of a link shall notify the sender in writing, within 3 Days after Delivery of the link(C.A.R. Form RFR). In such case, Delivery shall be effective upon Delivery of the documents and not the link. Failure to notifysender within the time specified above shall be deemed consent to receive, and Buyer opening, the document by link.L. “Electronic Copy” or “Electronic Signature”means, as applicable, an electronic copy or signature complying with California Law. Unless Otherwise Agreed, Buyer and Seller agree to the use of Electronic Signatures. Buyer and Seller agreethat electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without theknowledge and consent of the other Party.M.“Law”means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency.N. "Legally Authorized Signer"means an individual who has authority to Sign for the principal as specified in paragraph 32 orparagraph 33.O. “Otherwise Agreed”means an agreement in writing, signed by both Parties and Delivered to each. P. “Repairs”means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Propertyprovided for under this Agreement.Q. "Sign" or “Signed”means either a handwritten or Electronic Signature on an original document, Copy or any counterpart.26. TERMS AND CONDITIONS OF OFFER:This is an offer to purchase the Property on the terms and conditions herein. The individual Liquidated Damages and Arbitration of Disputes paragraphs are incorporated in this Agreement if initialed by all Partiesor if incorporated by mutual agreement in a Counter Offer or addendum.If at least one but not all Parties initial, a Counter Offeris required until agreement is reached.Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance and to market the Property for backup offers after Acceptance. The Parties have readand acknowledge receipt of a Copy of the offer and agree to the confirmation of agency relationships. If this offer is accepted andBuyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and anysupplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. By signing this offer or any document in the transaction, the Party Signing the document isdeemed to have read the document in its entirety.27. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES:Time is of the essence. All understandings between the Parties areincorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter and may not be contradicted by evidence of any prior agreement or contemporaneousoral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless begiven full force and effect. Except as Otherwise Agreed, this Agreement shall be interpreted, and disputes shall be resolved inaccordance with the Laws of the State of California.Neither this Agreement nor any provision in it may be extended,amended, modified, altered or changed, except in writing Signed by Buyer and Seller. RPA REVISED 12/22 (PAGE 13 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 13 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date: 28. LEGALLY AUTHORIZED SIGNER:Wherever the signature or initials of the Legally Authorized Signer identified in paragraph 32or33appear on this Agreement or any related documents, it shall be deemed to be in a representative capacity for the entitydescribed and not in an individual capacity, unless otherwise indicated. The Legally Authorized Signer (i)represents that the entity for which that person is acting already exists and is in good standing to do business in California and (ii)shall Deliver to the otherParty and Escrow Holder, within the time specified in paragraph 3N(5), evidence of authority to act in that capacity (such as butnot limited to: applicable portion of the trust or Certification Of Trust (Probate Code § 18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). 29. LIQUIDATED DAMAGES (By initialing in the space below, you are agreeing to Liquidated Damages):If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages,the deposit actually paid. If the Property is a dwelling with no more than four units, one of which Buyerintends to occupy, then the amount retained shall be no more than 3% of the purchase price. Any excess shall be returned to Buyer. Release of funds will require mutual, Signed release instructions from both Buyerand Seller, judicial decision or arbitration award. AT THE TIME OF ANY INCREASED DEPOSIT BUYER ANDSELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASEDDEPOSIT AS LIQUIDATED DAMAGES (C.A.R. FORM DID). Buyer's Initials / Seller's Initials / 30. MEDIATION:A.The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, beforeresorting to arbitration or court action. The mediation shall be conducted through the C.A.R. Real Estate Mediation Center forConsumers(www.consumermediation.org)or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Agents(s), who, in writing, agree to such mediation priorto, or within a reasonable time after, the dispute or claim is presented to the Agent.Mediation fees, if any, shall be dividedequally among the Parties involved, and shall be recoverable under the prevailing party attorney fees clause. If, for any disputeor claim to which this paragraph applies, any Party (i)commences an action without first attempting to resolve the matter through mediation, or (ii)before commencement of an action, refuses to mediate after a request has been made, then that Party shall notbe entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATIONPROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.B. ADDITIONAL MEDIATION TERMS: (i) Exclusions from this mediation agreement are specified in paragraph 31B; (ii) The obligation to mediate does not preclude the right of either Party to seek a preservation of rights underparagraph 31C; and (iii) Agent's rights and obligations are further specified in paragraph 31D. These terms applyeven if the Arbitration of Disputes paragraph is not initialed. 31. ARBITRATION OF DISPUTES: A. The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or anyresulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. TheParties also agree to arbitrate any disputes or claims with Agents(s), who, in writing, agree to such arbitration priorto, or within a reasonable time after, the dispute or claim is presented to the Agent. The arbitration shall be conducted through any arbitration provider or service mutually agreed to by the Parties. The arbitrator shall be aretired judge or justice, or an attorney with at least 5 years of residential real estate Law experience, unless theParties mutually agree to a different arbitrator. Enforcement of, and any motion to compel arbitration pursuant to, thisagreement to arbitrate shall be governed by the procedural rules of the Federal Arbitration Act, and not the California Arbitration Act, notwithstanding any language seemingly to the contrary in this Agreement. The Parties shall have theright to discovery in accordance with Code of Civil Procedure § 1283.05. The arbitration shall be conducted inaccordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may beentered into any court having jurisdiction. B. EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) Any matter that is within thejurisdiction of a probate, small claims or bankruptcy court; (ii) an unlawful detainer action; and (iii) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land salecontract as defined in Civil Code § 2985. C. PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitrationprovisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enablethe recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisionalremedies, provided the filing party concurrent with, or immediately after such filing makes a request to the court for a stay of litigation pending any applicable mediation or arbitration proceeding; or (iii) the filing of a mechanic's lien.D. AGENTS: Agents shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing.Any Agents(s) participating in mediation or arbitration shall not be deemed a party to this Agreement. E.“NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BYNEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTSYOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALINGIN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOUMAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVILPROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.” “WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISINGOUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION.” Buyer's Initials / Seller's Initials / RPA REVISED 12/22 (PAGE 14 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 14 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 Property Address: Date: 32. BUYER'S OFFER A. EXPIRATION OF OFFER:This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless by the date and time specified in paragraph 3C, the offer is Signed by Seller and a Copy of the Signed offer is Delivered to Buyer or Buyer's Authorized Agent.Seller has no obligation to respond to an offer made. B. ENTITY BUYERS: (Note: If this paragraph is completed, a Representative Capacity Signature Disclosure (C.A.R. Form RCSD) is not required for the Legally Authorized Signers designated below.) (1) One or more Buyers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity. (2) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 28 for additional terms. (3) The name(s) of the Legally Authorized Signer(s) is/are: , . (4) If a trust, identify Buyer as trustee(s) of the trust or by simplified trust name (ex. John Doe, co-trustee, Jane Doe, co-trustee or Doe Revocable Family Trust). (5) If the entity is a trust or under probate, the following is the full name of the trust or probate case, including case #: . C.The RPA has 16 pages. Buyer acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement. D. BUYER SIGNATURE(S): (Signature) By,Date: Printed name of BUYER: Printed Name of Legally Authorized Signer: Title, if applicable, (Signature) By,Date: Printed name of BUYER: Printed Name of Legally Authorized Signer: Title, if applicable, IF MORE THAN TWO SIGNERS, USE Additional Signature Addendum (C.A.R. Form ASA). 33. ACCEPTANCE A. ACCEPTANCE OF OFFER:Seller warrants that Seller is the owner of the Property or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions. Seller has read and acknowledges receipt of a Copy of this Agreement and authorizes Agent to Deliver a Signed Copy to Buyer. Seller's acceptance is subject to the attached Counter Offer or Back-Up Offer Addendum, or both, checked below. Seller shall return and include the entire agreement with any response. Seller Counter Offer (C.A.R. Form SCO or SMCO) Back-Up Offer Addendum (C.A.R. Form BUO) B. Entity Sellers: (Note: If this paragraph is completed, a Representative Capacity Signature Disclosure form (C.A.R. Form RCSD) is not required for the Legally Authorized Signers designated below.) (1) One or more Sellers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity. (2) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 28 for additional terms. (3) The name(s) of the Legally Authorized Signer(s) is/are: , . (4) If a trust, identify Seller as trustee(s) of the trust or by simplified trust name (ex. John Doe, co-trustee, Jane Doe, co-trustee or Doe Revocable Family Trust). (5) If the entity is a trust or under probate, the following is the full name of the trust or probate case, including case #: . C.The RPA has 16 pages. Seller acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement. D. SELLER SIGNATURE(S): (Signature) By,Date: Printed name of SELLER: Printed Name of Legally Authorized Signer: Title, if applicable, (Signature) By,Date: Printed name of SELLER: Printed Name of Legally Authorized Signer: Title, if applicable, IF MORE THAN TWO SIGNERS, USE Additional Signature Addendum (C.A.R. Form ASA). OFFER NOT ACCEPTED: /No Counter Offer is being made. This offer was not accepted by Seller (date) Seller's Initials RPA REVISED 12/22 (PAGE 15 OF 16) CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 15 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 TruVest, LLC City Of Seal Beach 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 2/1/2024 ... Property Address: Date: REAL ESTATE BROKERS SECTION: 1. Real Estate Agents are not parties to the Agreement between Buyer and Seller. 2. Agency relationships are confirmed as stated in paragraph 2. 3. Cooperating Broker Compensation:Seller's Broker agrees to pay Buyer's Broker and Buyer's Broker agrees to accept, out of Seller's Broker's proceeds in escrow, the amount specified in the MLS, provided Buyer's Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Seller's Broker and Buyer's Broker are not both Participants of the MLS, or a reciprocal MLS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement (C.A.R. Form CBC). Declaration of License and Tax (C.A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists. 4. Presentation of Offer:Pursuant to the National Association of REALTORS® Standard of Practice 1-7, if Buyer's Agent makes a written request, Seller's Agent shall confirm in writing that this offer has been presented to Seller. 5. Agents' Signatures and designated electronic delivery address: A.Buyer's Brokerage Firm Lic. # By Lic. # Date By Lic. # Date Address City State Zip Email Phone # More than one agent from the same firm represents Buyer. Additional Agent Acknowledgement (C.A.R. Form AAA) attached. More than one brokerage firm represents Buyer. Additional Broker Acknowledgement (C.A.R. Form ABA) attached. Designated Electronic Delivery Address(es) (Check all that apply): Email above; Text to Phone # above; Alternate: B.Seller's Brokerage Firm Lic. # By Lic. # Date By Lic. # Date Address City State Zip Email Phone # More than one agent from the same firm represents Seller. Additional Agent Acknowledgement (C.A.R. Form AAA) attached. More than one brokerage firm represents Seller. Additional Broker Acknowledgement (C.A.R. Form ABA) attached. Designated Electronic Delivery Address(es) (To be filled out by Seller's Agent) (Check all that apply): Email above; Text to Phone # above; Alternate: ____________________________________________________ ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of $ ), Counter Offernumbers and , and agrees to act as Escrow Holder subject to paragraph 19 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions. Escrow Holder is advised by that the date of Acceptance of the Agreement is Escrow Holder Escrow # By Date Address Phone/Fax/E-mail Escrow Holder has the following license number # Department of Financial Protection and Innovation, Department of Insurance, Department of Real Estate. PRESENTATION OF OFFER:/Seller's Brokerage Firm presented this offer to Seller on (date). Agent or Seller Initials Buyer's Initials / Seller's Initials / © 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 RPA REVISED 12/22 (PAGE 16 OF 16) CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 16 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 February 1, 2024 HomeWay 02145980 Randy Rogers 02054784 625 S The City Drive #330 Orange CA 92868 randy@thehomewayteam.com Westridge Commercial Inc.01353256 Mohammed Baghdadi 01198843 23101 Moulton Pky, Suite 210 Laguna Hills CA 92653 mb@wci1.net 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 2/1/2024 BUYER'S INVESTIGATION ADVISORY (C.A.R. Form BIA, Revised 12/21) Property Address 1. IMPORTANCE OF PROPERTY INVESTIGATION:The physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal, practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation. A general physical inspection typically does not cover all aspects of the Property nor items affecting the Property that are not physically located on the Property. If the professionals recommend further investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified experts to conduct such additional investigations. 2. BROKER OBLIGATIONS:Brokers do not have expertise in all areas and therefore cannot advise you on many items, such as those listed below. If Broker gives you referrals to professionals, Broker does not guarantee their performance.3.YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE FOLLOWING. IF YOU DO NOT DO SO, YOU ARE ACTING AGAINST THE ADVICE OF BROKERS. A. GENERAL CONDITION OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS:Foundation, roof (condition, age, leaks, useful life), plumbing, heating, air conditioning, electrical, mechanical, security, pool/spa (cracks, leaks, operation), other structural and non-structural systems and components, fixtures, built-in appliances, any personal property included in the sale, and energy efficiency of the Property. B. SQUARE FOOTAGE, AGE, BOUNDARIES:Square footage, room dimensions, lot size, age of improvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have not been verified by Seller and cannot be verified by Brokers. Fences, hedges, walls, retaining walls and other barriers or markers do not necessarily identify true Property boundaries. C.WOOD DESTROYING PESTS:Presence of, or conditions likely to lead to the presence of wood destroying pests and organisms.D. SOIL STABILITY:Existence of fill or compacted soil, expansive or contracting soil, susceptibility to slippage, settling or movement, and the adequacy of drainage. E. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTS; WASTE DISPOSAL:Water and utility availability, use restrictions and costs. Water quality, adequacy, condition, and performance of well systems and components. The type, size, adequacy, capacity and condition of sewer and septic systems and components, connection to sewer, and applicable fees.F. ENVIRONMENTAL HAZARDS:Potential environmental hazards, including, but not limited to, asbestos, lead- based paint and other lead contamination, radon, methane, other gases, fuel oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, materials, products, or conditions (including mold (airborne, toxic or otherwise), fungus or similar contaminants). G. EARTHQUAKES AND FLOODING:Susceptibility of the Property to earthquake/seismic hazards and propensity of the Property to flood.H.FIRE, HAZARD, AND OTHER INSURANCE:The availability and cost of necessary or desired insurance may vary. The location of the Property in a seismic, flood or fire hazard zone, and other conditions, such as the age of the Property and the claims history of the Property and Buyer, may affect the availability and need for certain types of insurance. Buyer should explore insurance options early as this information may affect other decisions, including the removal of loan and inspection contingencies.I.BUILDING PERMITS, ZONING, GOVERNMENTAL REQUIREMENTS, AND ADDRESS:Permits, inspections, certificates, zoning, other governmental limitations, restrictions, and requirements affecting the current or future use of the Property, its development or size. Postal/mailing address and zip code may not accurately reflect the city which has jurisdiction over the property.J.RENTAL PROPERTY RESTRICTIONS:The State, some counties, and some cities impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants, and the right of a landlord to terminate a tenancy. Deadbolt or other locks and security systems for doors and windows, including window bars, should be examined to determine whether they satisfy legal requirements. K. SECURITY AND SAFETY:State and local Law may require the installation of barriers, access alarms, self- latching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs, as well as various fire safety and other measures concerning other features of the Property. © 2021, California Association of REALTORS®, Inc. BIA REVISED 12/21 (PAGE 1 OF 2) BUYER'S INVESTIGATION ADVISORY (BIA PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Ave S, Seal Beach, CA 90740 HomeWay, 625 S The City Drive #330 Orange CA 92868 7145013697 4197 Ironwood Randy Rogers DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 L. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS:Neighborhood or area conditions, including schools, law enforcement, crime statistics, registered felons or offenders, fire protection, other government services, availability, adequacy and cost of internet connections or other technology services and installations, commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. By signing below, Buyers acknowledge that they have read, understand, accept and have received a Copy of this Advisory. Buyers are encouraged to read it carefully. Buyer Date Buyer Date © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 BIA REVISED 12/21 (PAGE 2 OF 2) BUYER'S INVESTIGATION ADVISORY (BIA PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com TruVest, LLC 4197 Ironwood DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 2/1/2024 FAIR APPRAISAL ACT ADDENDUM (C.A.R. Form FAAA, 6/22) The following terms and conditions are hereby incorporated in and made a part of the Purchase Agreement, OR Other (“Agreement”), dated , on property known as ("Property"), in which is referred to as (“Seller”) and is referred to as (“Buyer”). Any appraisal of the property is required to be unbiased, objective, and not influenced by improper or illegal considerations, including, but not limited to, any of the following: race, color, religion (including religious dress, grooming practices, or both), gender (including, but not limited to, pregnancy, childbirth, breastfeeding, and related conditions, and gender identity and gender expression), sexual orientation, marital status, medical condition, military or veteran status, national origin (including language use and possession of a driver's license issued to persons unable to provide their presence in the United States is authorized under federal law), source of income, ancestry, disability (mental and physical, including, but not limited to, HIV/ AIDS status, cancer diagnosis, and genetic characteristics), genetic information, or age. If a buyer or seller believes that the appraisal has been influenced by any of the above factors, the seller or buyer can report this information to the lender or mortgage broker that retained the appraiser and may also file a complaint with the Bureau of Real Estate Appraisers at https://www2.brea.ca.gov/complaint/ or call (916) 552-9000 for further information on how to file a complaint. By signing below, Buyer and Seller has each read, understands and acknowledges receipt of a copy of this Fair Appraisal Act Addendum. Buyer Date Buyer Date Seller Date Seller Date © 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 FAAA 6/22 (PAGE 1 OF 1) FAIR APPRAISAL ACT ADDENDUM (FAAA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 02/01/2024 4197 Ironwood Ave S, Seal Beach, CA 90740 City Of Seal Beach TruVest, LLC TruVest, LLC City Of Seal Beach HomeWay, 625 S The City Drive #330 Orange CA 92868 7145013697 4197 Ironwood Randy Rogers DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 2/1/2024 CALIFORNIA CONSUMER PRIVACY ACT ADVISORY, DISCLOSURE AND NOTICE (C.A.R. Form CCPA, Revised 12/22) The California Consumer Privacy Act (commencing with Civil Code § 1798.100) (“CCPA”), as amended by California voters in 2020, grants to California residents certain rights in their private, personal information (“PI”) that is collected by companies with whom they do business. Under the CCPA, PI is defined broadly to encompass non-public records information that could reasonably be linked directly or indirectly to you. PI could potentially include photographs of, or sales information about, your property. During the process of buying and selling real estate your PI will be collected and likely shared with others, including real estate licensees, a Multiple Listing Service, real estate internet websites, service providers, lenders, and title and escrow companies, to name several possibilities. Businesses that are covered by the CCPA are required to grant you various rights in your PI, including the right to know what PI is collected, the right to know what PI is sold or shared and to whom, the right to request that the business correct or delete your PI, the right to “opt out” or stop the transfer of your PI to others, and the right to limit the use of certain PI which is considered “sensitive.” You may get one or more notices regarding your CCPA rights from businesses you interact with in a real estate transaction. However, not all businesses that receive or share your PI are obligated to comply with the CCPA. Moreover, businesses that are otherwise covered under the CCPA may have a legal obligation to maintain PI, notwithstanding your instruction to the contrary. For instance, regardless of whether they are covered by CCPA, under California law, brokers and Multiple Listing Services are required to maintain their records for 3 years. If you wish to exercise your rights under CCPA, where applicable, you should contact the respective business directly. You can obtain more information about the CCPA and your rights under the law from the State of California Department of Justice (oag.ca.gov/privacy/ccpa). Additionally, the California Privacy Protection Agency is authorized to promulgate regulations which may further clarify requirements of the CCPA (cppa.ca.gov/regulations/). I/we acknowledge receipt of a copy of this California Consumer Privacy Act Advisory, Disclosure and Notice. Buyer/Seller/Landlord/Tenant Date Buyer/Seller/Landlord/Tenant Date © 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 CCPA REVISED 12/22 (PAGE 1 OF 1) CALIFORNIA CONSUMER PRIVACY ACT ADVISORY (CCPA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com TruVest, LLC HomeWay, 625 S The City Drive #330 Orange CA 92868 7145013697 4197 Ironwood Randy Rogers DocuSign Envelope ID: AC776AF3-9FAB-4F39-AE87-2F6B1626DE74 2/1/2024 DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (As required by the Civil Code) (C.A.R. Form AD, Revised 12/21) (If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079.13(j), (k), and (l). When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A Fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acting directly or through one or more salespersons and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the Buyer's or Seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered. SELLER AND BUYER RESPONSIBILITIES Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction.This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE SECOND PAGE. Buyer Seller Landlord Tenant Date Buyer Seller Landlord Tenant Date Agent DRE Lic. # Real Estate Broker (Firm) By DRE Lic. # Date (Salesperson or Broker-Associate, if any) © 2021, California Association of REALTORS®, Inc. AD REVISED 12/21 (PAGE 1 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com X Coastal Capital Homes LLC Fair Trade Real Estate 02190978 Mersad Hatami 02145333 Fair Trade Real Estate, 281 N SYCAMORE ST Santa Ana CA 92701 9493025590 4197 Ironwood Mersad Hatami Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE CIVIL CODE SECTIONS 2079.13 ‒ 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13. As used in Sections 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:(a)“Agent” means a person acting under provisions of Title 9 (commencing with Section 2295) in a real property transaction, and includes a personwho is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code,and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for thatagent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal,or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whomthe salesperson or broker associate functions.(b)“Buyer” means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner,with the object of entering into a real property transaction. “Buyer” includes vendee or lessee of real property.(c)“Commercial real property” meansall real property in the state, except (1) single-family residential real property, (2) dwelling units made subject to Chapter 2 (commencing withSection 1940) of Title 5, (3) a mobilehome, as defined in Section 798.3, (4) vacant land, or (5) a recreational vehicle, as defined in Section 799.29.(d)“Dual agent” means an agent acting, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real propertytransaction.(e)“Listing agreement” means a written contract between a seller of real property and an agent, by which the agent has been authorizedto sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuantto the terms of the agreement.(f)“Seller's agent” means a person who has obtained a listing of real property to act as an agent for compensation.(g)“Listing price” is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent.(h)“Offering price” is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property.(i)“Offer topurchase” means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property uponacceptance by the seller.(j)“Real property” means any estate specified by subdivision (1) or (2) of Section 761 in property, and includes (1) single-family residential property, (2) multiunit residential property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground leasecoupled with improvements, or (6) a manufactured home as defined in Section 18007 of the Health and Safety Code, or a mobilehome as defined inSection 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of theBusiness and Professions Code.(k)“Real property transaction” means a transaction for the sale of real property in which an agent is retained by a buyer,seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase.(l)“Sell,” “sale,” or “sold” refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for thecreation of a real property sales contract within the meaning of Section 2985, and transactions for the creation of a leasehold exceeding one year's duration.(m)“Seller” means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller”includes both a vendor and a lessor of real property.(n)“Buyer's agent” means an agent who represents a buyer in a real property transaction.2079.14.A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified inSection 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079.15, as follows:(a)The seller's agent, if any, shall provide the disclosure form to the seller prior to entering into the listing agreement.(b)The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase. If the offer to purchase is not prepared by thebuyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchasefrom the buyer.2079.15.In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079.14, the agent shall set forth, sign, and date a written declaration of the facts of the refusal.2079.16 Reproduced on Page 1 of this AD form.2079.17(a)As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction asthe buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sellreal property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of thatcontract by the buyer and the seller, respectively.(b)As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed inthe contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincidentwith the execution of that contract by the seller.CONFIRMATION:(c)The confirmation required by subdivisions (a) and (b) shall be in the following form: Seller's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is the broker of (check one): the seller; or both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is (check one): the Seller's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is the broker of (check one): the buyer; or both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is (check one): the Buyer's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent)(d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to providedisclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker.2079.18 (Repealed pursuant to AB-1289)2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of aparticular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation orcommission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms ofany such agreement shall not necessarily be determinative of a particular relationship.2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with.2079.21 (a)A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller.(b)A dual agent may not, without the express permission of the buyer, disclose to the seller any confidential information obtained from the buyer.(c) “Confidential information” means facts relating to the client's financial position, motivations, bargaining position, or other personal information that mayimpact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered.(d)This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price.2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent. If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent.2079.23 A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance ofthe act which is the object of the agency with the written consent of the parties to the agency relationship.2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection withacts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 AD REVISED 12/21 (PAGE 2 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE FAIR HOUSING AND DISCRIMINATION ADVISORY (C.A.R. Form FHDA, Revised 6/23) 1. EQUAL ACCESS TO HOUSING FOR ALL:All housing in California is available to all persons. Discrimination as noted below is prohibited by law. Resources are available for those who have experienced unequal treatment under the law. 2. FEDERAL AND STATE LAWS PROHIBIT DISCRIMINATION AGAINST IDENTIFIED PROTECTED CLASSES: A.FEDERAL FAIR HOUSING ACT (“FHA”) Title VIII of the Civil Rights Act; 42 U.S.C. §§ 3601-3619; Prohibits discrimination in sales, rental or financing of residential housing against persons in protected classes; B.CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT (“FEHA”) California Government Code (“GC”) §§ 12900- 12996,12955; 2 California Code of Regulations (“CCR”) §§ 12005-12271; Prohibits discrimination in sales, rental or financing of housing opportunity against persons in protected classes by providers of housing accommodation and financial assistance services as related to housing; C.CALIFORNIA UNRUH CIVIL RIGHTS ACT (“Unruh”) California Civil Code (“CC”) § 51; Prohibits business establishments from discriminating against, and requires full and equal accommodation, advantages, facilities, privileges, and services to persons in protected classes; D.AMERICANS WITH DISABILITIES ACT (“ADA”) 42 U.S.C. §§ 12181-12189; Title III of the ADA prohibits discrimination based on disability in public accommodations; and E.OTHER FAIR HOUSING LAWS: § 504 of Rehabilitation Act of 1973 29 U.S.C. § 794; Ralph Civil Rights Act CC § 51.7; California Disabled Persons Act; CC §§ 54-55.32; any local city or county fair housing ordinances, as applicable. 3. POTENTIAL LEGAL REMEDIES FOR UNLAWFUL DISCRIMINATION: Violations of fair housing laws may result in monetary civil fines, injunctive relief, compensatory and/or punitive damages, and attorney fees and costs. 4. PROTECTED CLASSES/CHARACTERISTICS:Whether specified in Federal or State law or both, discrimination against persons based on that person's belonging to, association with, or perceived membership in, certain classes or categories, such as the following, is prohibited. Other classes, categories or restrictions may also apply. Race Color Ancestry National Origin Religion Age Sex, Sexual Orientation Gender, Gender Identity, Gender expression Marital Status Familial Status (family with a child or children under 18) Citizenship Immigration Status Primary Language Military/Veteran Status Source of Income (e.g., Section 8 Voucher) Medical Condition Disability (Mental & Physical) Genetic Information Criminal History (non- relevant convictions) Any arbitrary characteristic 5. THE CALIFORNIA DEPARTMENT OF REAL ESTATE REQUIRES TRAINING AND SUPERVISION TO PREVENT HOUSING DISCRIMINATION BY REAL ESTATE LICENSEES: A.California Business & Professions Code (“B&PC”) § 10170.5(a)(4) requires 3 hours of training on fair housing for DRE license renewal; Real Estate Regulation § 2725(f) requires brokers who oversee salespersons to be familiar with the requirements of federal and state laws relating to the prohibition of discrimination.B.Violation of DRE regulations or real estate laws against housing discrimination by a real estate licensee may result in the loss or suspension of the licensee's real estate license. B&PC §10177(l)(1); 10 CCR § 27806. REALTOR® ORGANIZATIONS PROHIBIT DISCRIMINATION: NAR Code of Ethics Article 10 prohibits discrimination in employment practices or in rendering real estate license services against any person because of race, color, religion, sex, disability, familial status, national origin, sexual orientation, or gender identity by REALTORS®.7. WHO IS REQUIRED TO COMPLY WITH FAIR HOUSING LAWS? Below is a non-exclusive list of providers of housing accommodations or financial assistance services as related to housing who are most likely to be encountered in a housing transaction and who must comply with fair housing laws. ● Sellers ● Landlords/Housing Providers ● Sublessors● Real estate licensees ● Real estate brokerage firms ● Property managers● Mobilehome parks ● Homeowners Associations (“HOAs”);● Banks and Mortgage lenders● Insurance companies ● Government housing services ● Appraisers 8.EXAMPLES OF CONDUCT THAT MAY NOT BE MOTIVATED BY DISCRIMINATORY INTENT BUT COULD HAVE A DISCRIMINATORY EFFECT: A.Prior to acceptance of an offer, asking for or offering buyer personal information or letters from the buyer, especially with photos. Those types of documents may inadvertently reveal, or be perceived as revealing, protected status information thereby increasingthe risk of (i)actual or unconscious bias, and (ii)potential legal claims against sellers and others by prospective buyers whose offers were rejected.B.Refusing to rent (i)an upper-level unit to an elderly tenant out of concern for the tenant's ability to navigate stairs or (ii)a house with a pool to a person with young children out of concern for the children's safety.9. EXAMPLES OF UNLAWFUL OR IMPROPER CONDUCT BASED ON A PROTECTED CLASS OR CHARACTERISTIC: A.Refusing to negotiate for a sale, rental or financing or otherwise make a housing opportunity unavailable; failing to present offers due to a person's protected status;B.Refusing or failing to show, rent, sell or finance housing; “channeling” or “steering” a prospective buyer or tenant to or away from a particular area due to that person's protected status or because of the racial, religious or ethnic composition of the neighborhood;C.“Blockbusting” or causing “panic selling” by inducing a listing, sale or rental based on the grounds of loss of value of property, increase in crime, or decline in school quality due to the entry or prospective entry of people in protected categories into the neighborhood;D.Making any statement or advertisement that indicates any preference, limitation, or discrimination; © 2023, California Association of REALTORS®, Inc. FHDA REVISED 6/23 (PAGE 1 OF 2) FAIR HOUSING AND DISCRIMINATION ADVISORY (FHDA PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.comFair Trade Real Estate, 281 N SYCAMORE ST Santa Ana CA 92701 9493025590 4197 Ironwood Mersad Hatami Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE E.Inquiring about protected characteristics (such as asking tenant applicants if they are married, or prospective purchasers if they have children or are planning to start a family); F.Using criminal history information before otherwise affirming eligibility, and without a legally sufficient justification; G.Failing to assess financial standards based on the portion of the income responsible by a tenant who receives government subsidies (such as basing an otherwise neutral rent to income ratio on the whole rent rather than just the part of rent that is the tenant's responsibility); H.Denying a home loan or homeowner's insurance; I.Offering inferior terms, conditions, privileges, facilities or services; J.Using different qualification criteria or procedures for sale or rental of housing such as income standards, application requirements, application fees, credit analyses, sale or rental approval procedures or other requirements; K.Harassing a person; L.Taking an adverse action based on protected characteristics; M.Refusing to permit a reasonable modification to the premises, as requested by a person with a disability (such as refusing to allow a tenant who uses a wheelchair to install, at their expense, a ramp over front or rear steps, or refusing to allow a tenant with a disability from installing, at their own expense, grab bars in a shower or bathtub); N.Refusing to make reasonable accommodation in policies, rules, practices, or services for a person with a disability (such as the following, if an actual or prospective tenant with a disability has a service animal or support animal): (i)Failing to allow that person to keep the service animal or emotional support animal in rental property, (ii)Charging that person higher rent or increased security deposit, or (iii)Failing to show rental or sale property to that person who is accompanied by the service animal or support animal, and; O.Retaliating for asserting rights under fair housing laws. 10. EXAMPLES OF POSITIVE PRACTICES: A.Real estate licensees working with buyers or tenants should apply the same objective property selection criteria, such as location/neighborhood, property features, and price range and other considerations, to all prospects. B.Real estate licensees should provide complete and objective information to all clients based on the client's selection criteria. C.Real estate licensees should provide the same professional courtesy in responding to inquiries, sharing of information and offers of assistance to all clients and prospects. D.Housing providers should not make any statement or advertisement that directly or indirectly implies preference, limitation, or discrimination regarding any protected characteristic (such as “no children” or “English-speakers only”). E.Housing providers should use a selection process relying on objective information about a prospective buyer's offer or tenant's application and not seek any information that may disclose any protected characteristics (such as using a summary document, e.g. C.A.R. Form SUM-MO, to compare multiple offers on objective terms). 11. FAIR HOUSING RESOURCES: If you have questions about your obligations or rights under the Fair Housing laws, or you think you have been discriminated against, you may want to contact one or more of the sources listed below to discuss what you can do about it, and whether the resource is able to assist you. A.Federal:https://www.hud.gov/program_offices/fair_housing_equal_opp B.State:https://calcivilrights.ca.gov/housing/ C.Local: local Fair Housing Council office (non-profit, free service) D.DRE:https://www.dre.ca.gov/Consumers/FileComplaint.html E.Local Association of REALTORS®. List available at:https://www.car.org/en/contactus/rosters/localassociationroster. F.Any qualified California fair housing attorney, or if applicable, landlord-tenant attorney.12. LIMITED EXCEPTIONS TO FAIR HOUSING REQUIREMENTS: No person should rely on any exception below without first seeking legal advice about whether the exception applies to their situation. Real estate licensees are not qualified toprovide advice on the application of these exceptions. A.Legally compliant senior housing is exempt from FHA, FEHA and Unruh as related to age or familial status only;B.An owner of a single-family residence who resides at the property with one lodger may be exempt from FEHA for rental purposes, PROVIDED no real estate licensee is involved in the rental;C.An owner of a single-family residence may be exempt from FHA for sale or rental purposes, PROVIDED (i) no real estate licensee is involved in the sale or rental and (ii)no discriminatory advertising is used, and (iii)the owner owns no more thanthree single-family residences. Other restrictions apply; D.An owner of residential property with one to four units who resides at the property, may be exempt from FHA for rentalpurposes, PROVIDED no real estate licensee is involved in the rental; and E.Both FHA and FEHA do not apply to roommate situations. See,Fair Housing Council v Roommate.com LLC, 666 F.3d 1216 (2019).F.Since both the 14th Amendment of the U.S. Constitution and the Civil Rights Act of 1866 prohibit discrimination based on race; the FHA and FEHA exemptions do not extend to discrimination based on race. Buyer/Tenant and Seller/Housing Provider have read, understand and acknowledge receipt of a copy of this Fair Housing & Discrimination Advisory. Buyer/Tenant Date Buyer/Tenant Date Seller/Housing Provider Date Seller/Housing Provider Date © 2023, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 FHDA REVISED 6/23 (PAGE 2 OF 2) FAIR HOUSING AND DISCRIMINATION ADVISORY (FHDA PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Coastal Capital Homes LLC Owner of Record 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER - DISCLOSURE AND CONSENT (C.A.R. Form PRBS, Revised 12/21) A real estate broker (Broker), whether a corporation, partnership or sole proprietorship, may represent more than one buyer or seller. This multiple representation can occur through an individual licensed as a broker or salesperson or through different individual broker's or salespersons (associate licensees) acting under the Broker's license. The associate licensees may be working out of the same or different office locations. Multiple Buyers:Broker (individually or through its associate licensees) may be working with many prospective buyers at the same time. These prospective buyers may have an interest in, and make offers on, the same properties. Some of these properties may be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property. Multiple Sellers:Broker (individually or through its associate licensees) may have listings on many properties at the same time. As a result, Broker will attempt to find buyers for each of those listed properties. Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others. Some of these prospective buyers may be represented by Broker and some may not. Broker will market all listed properties to all prospective buyers whether or not Broker has another or other listed properties that may appeal to the same prospective buyers. Dual Agency:If Seller is represented by Broker, Seller acknowledges that broker may represent prospective buyers of Seller's property and consents to Broker acting as a dual agent for both seller and buyer in that transaction. If Buyer is represented by Broker, buyer acknowledges that Broker may represent sellers of property that Buyer is interested in acquiring and consents to Broker acting as a dual agent for both buyer and seller with regard to that property. In the event of dual agency, seller and buyer agree that: a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the buyer's or seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the seller's willingness to accept a price less than the listing price or the buyer's willingness to pay a price greater than the price offered; and except as set forth above, a dual agent is obligated to disclose known facts materially affecting the value or desirability of the Property to both parties. Offers not necessarily confidential:Buyer is advised that seller or listing agent may disclose the existence, terms, or conditions of buyer's offer unless all parties and their agent have signed a written confidentiality agreement. Whether any such information is actually disclosed depends on many factors, such as current market conditions, the prevailing practice in the real estate community, the listing agent's marketing strategy and the instructions of the seller. Buyer and seller understand that Broker may represent more than one buyer or more than one seller and even both buyer and seller on the same transaction and consents to such relationships. Seller and/or Buyer acknowledges reading and understanding this Possible Representation of More Than One Buyer or Seller - Disclosure and Consent and agrees to the agency possibilities disclosed. Seller Date Seller Date Buyer Date Buyer Date Buyer's Brokerage Firm DRE Lic # By DRE Lic # Date Seller's Brokerage Firm DRE Lic # By DRE Lic # Date © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 PRBS REVISED 12/21 (PAGE 1 OF 1) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Owner of Record Coastal Capital Homes LLC Fair Trade Real Estate 02190978 02145333 Mersad Hatami Westridge Commercial Inc.01353256 01198843 Mohammed Baghdadi Fair Trade Real Estate, 281 N SYCAMORE ST Santa Ana CA 92701 9493025590 4197 Ironwood Mersad Hatami Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE WIRE FRAUD AND ELECTRONIC FUNDS TRANSFER ADVISORY (C.A.R. Form WFA, Revised 12/21) Property Address: (“Property”). WIRE FRAUD AND ELECTRONIC FUNDS TRANSFERS ADVISORY: The ability to communicate and conduct business electronically is a convenience and reality in nearly all parts of our lives. At the same time, it has provided hackers and scammers new opportunities for their criminal activity. Many businesses have been victimized and the real estate business is no exception. While wiring or electronically transferring funds is a welcome convenience, we all need to exercise extreme caution. Emails attempting to induce fraudulent wire transfers have been received and have appeared to be legitimate. Reports indicate that some hackers have been able to intercept emailed transfer instructions, obtain account information and, by altering some of the data, redirect the funds to a different account. It also appears that some hackers were able to provide false phone numbers for verifying the wiring or funds transfer instructions. In those cases, the victim called the number provided to confirm the instructions, and then unwittingly authorized a transfer to somewhere or someone other than the intended recipient. ACCORDINGLY, YOU ARE ADVISED: 1. Obtain phone numbers and account numbers only from Escrow Officers, Property Managers, or Landlords at the beginning of the transaction. 2. DO NOT EVER WIRE OR ELECTRONICALLY TRANSFER FUNDS PRIOR TO CALLING TO CONFIRM THE TRANSFER INSTRUCTIONS. ONLY USE A PHONE NUMBER YOU WERE PROVIDED PREVIOUSLY. Do not use any different phone number or account number included in any emailed transfer instructions. 3. Orally confirm the transfer instruction is legitimate and confirm the bank routing number, account numbers and other codes before taking steps to transfer the funds. 4. Avoid sending personal information in emails or texts. Provide such information in person or over the telephone directly to the Escrow Officer, Property Manager, or Landlord. 5. Take steps to secure the system you are using with your email account. These steps include creating strong passwords, using secure WiFi, and not using free services. If you believe you have received questionable or suspicious wire or funds transfer instructions, immediately notify your bank, and the other party, and the Escrow Office, Landlord, or Property Manager. The sources below, as well as others, can also provide information: Federal Bureau of Investigation: https://www.fbi.gov/; the FBI's IC3 at www.ic3.gov; or 310-477-6565 National White Collar Crime Center: http://www.nw3c.org/ On Guard Online: https://www.onguardonline.gov/ NOTE: There are existing alternatives to electronic and wired fund transfers such as cashier's checks. By signing below, the undersigned acknowledge that each has read, understands and has received a copy of this Wire Fraud and Electronic Funds Transfer Advisory. Buyer/Tenant Date Buyer/Tenant Date Seller/Landlord Date Seller/Landlord Date ©2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 WFA REVISED 12/21 (PAGE 1 OF 1) WIRE FRAUD AND ELECTRONIC FUNDS TRANSFER ADVISORY (WFA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 Coastal Capital Homes LLC Owner of Record Fair Trade Real Estate, 281 N SYCAMORE ST Santa Ana CA 92701 9493025590 4197 Ironwood Mersad Hatami Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE BUYER HOMEOWNERS' INSURANCE ADVISORY (C.A.R. Form BHIA, 12/23) 1. IMPORTANCE OF OBTAINING PROPERTY INSURANCE:If the property you are purchasing is destroyed or damaged due to natural disaster or accident or some other event, insurance may be available to help with the cost of repair or rebuilding. In the absence of property insurance, the homeowner would be responsible for the full expense. If the property is purchased with a loan, or refinanced, the lender will require an insurance policy protecting its interest. Insurance policies can cover damage due to one or more of the following: fire, flood, earthquake and other causes. The policy or an insurance broker should be consulted to determine when coverage applies and whether a supplement or rider can be purchased to provide additional coverage or if a separate policy is necessary. 2. PROPERTY INSURANCE AND PURCHASE CONTRACT TERMS:Your real estate purchase contract may contain a contingency that gives you the right to legally cancel the agreement within a specified time if you are unable to obtain or afford property insurance. This cancellation right may be part of an overall investigation contingency or may be a specific contingency pertaining to insurance. If buyer waives or removes the applicable contingency before determining the availability and cost of property insurance, buyer is acting against the advice of broker. 3. CALIFORNIA'S PROPERTY INSURANCE MARKET:Some insurance carriers in California have stopped issuing new property insurance policies and others are limiting the number and location of new policies. These changes may affect both the availability and cost of insurance. However, over 50 insurance carriers are admitted to sell property insurance in California so it may be possible to obtain insurance even if some carriers will not write a new policy covering the property you intend to buy. An insurance broker may also be able to find a non-admitted insurance carrier offering to insure the property you intend to buy. Because locating an affordable insurance policy could take time and effort, buyers are advised to make all insurance inquiries as early in the home buying process as possible. 4. INSURANCE CONDITIONS:Many insurance carriers impose physical condition standards before issuing a policy, or reserve the right to cancel policies even after they are issued, if certain minimum standards are not confirmed in an inspection or otherwise. Physical conditions standards could include, but are not limited to, prohibition of “knob and tube” electrical wiring, requirements related to piping/plumbing materials, standards related to the age and/or quality of the roof or foundation, minimal safety standards related to handrails, tripping hazards, and defensible space requirements. 5. RESOURCES:The California Department of Insurance (DOI) maintains a website addressing Residential Home insurance. Resources on this State government webpage include:(i)Top Ten tips for Finding Residential Insurance; (ii)Residential Insurance Company Contact List;(iii)Home Insurance Finder; and (iv)information on other insurance issues. The webpage also includes information on how to contact the DOI, and suggestions on what to do if you cannot find insurance. The webpage and link to other documents is located at https://www.insurance.ca.gov/01-consumers/105- type/5-residential/index.cfm. 6. BROKER RECOMMENDATION:Buyer is advised to explore available property insurance options early in the home buying process and to consult with a qualified insurance professional of buyer's choosing to understand insurance availability and cost prior to removal of any related contingencies. Real estate brokers do not have expertise in this area. By signing below, Buyer acknowledges that Buyer has read, understands, and has received a copy of this Buyer Homeowners' Insurance Advisory. Buyer Date Buyer Date © 2023, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, orany portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIAASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. AREAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT ANAPPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 BHIA 12/23 (PAGE 1 OF 1) BUYER HOMEOWNERS' INSURANCE ADVISORY (BHIA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Coastal Capital Homes LLC Fair Trade Real Estate, 281 N SYCAMORE ST Santa Ana CA 92701 9493025590 4197 Ironwood Mersad Hatami Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (C.A.R. FORM RPA, Revised 12/22) Date Prepared: 1. OFFER: A. THIS IS AN OFFER FROM (“Buyer”). B. THE PROPERTY to be acquired is , situated in (City), (County), California, (Zip Code), Assessor's Parcel No(s). (“Property”). (Postal/Mailing address may be different from city jurisdiction. Buyer is advised to investigate.)C. THE TERMS OF THE PURCHASE ARE SPECIFIED BELOW AND ON THE FOLLOWING PAGES. D.Buyer and Seller are referred to herein as the "Parties." Brokers and Agents are not Parties to this Agreement.2. AGENCY:A. DISCLOSURE:The Parties each acknowledge receipt of a “Disclosure Regarding Real Estate Agency Relationships” (C.A.R. Form AD) if represented by a real estate licensee. Buyer's Agent is not legally required to give to Seller's Agent the AD formSigned by Buyer. Seller's Agent is not legally obligated to give to Buyer's Agent the AD form Signed by Seller.B. CONFIRMATION:The following agency relationships are hereby confirmed for this transaction. Seller's Brokerage Firm License Number Is the broker of (check one): the Seller; or both the Buyer and Seller (Dual Agent). Seller's Agent License Number Is (check one): the Seller's Agent. (Salesperson or broker associate); or both the Buyer's and Seller's Agent (Dual Agent). Buyer's Brokerage Firm License Number Is the broker of (check one): the Buyer; or both the Buyer and Seller (Dual Agent). Buyer's Agent License Number Is (check one): the Buyer's Agent. (Salesperson or broker associate); or both the Buyer's and Seller's Agent (Dual Agent). C. More than one Brokerage represents Seller, Buyer. See, Additional Broker Acknowledgement (C.A.R. Form ABA). D. POTENTIALLY COMPETING BUYERS AND SELLERS:The Parties each acknowledge receipt of a “Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS).3. TERMS OF PURCHASE AND ALLOCATION OF COSTS:The items in this paragraph are contractual terms of the Agreement. Referenced paragraphs provide further explanation. This form is 16 pages. The Parties are advised to read all 16 pages. Paragraph # Paragraph Title or Contract Term Terms and Conditions Additional Terms A 5, 5B (cash)Purchase Price $ All Cash B Close of Escrow (COE) Days after Acceptance OR on (date) C 32A Expiration of Offer 3 calendar days after all Buyer Signature(s)or (date), at 5PM or AM/ PM D(1)5A(1)Initial Deposit Amount $ ( % of purchase price) (% number above is for calculation purposes and is not a contractual term) within 3 (or ) business days after Acceptance by wire transfer OR D(2)5A(2) Increased Deposit (Money placed into escrow after the initial deposit. Use form DID at time increased deposit is made.) $ ( % of purchase price) (% number above is for calculation purposes and is not a contractual term) Upon removal of all contingencies OR (date) OR E(1)5C(1)Loan Amount(s):First Interest Rate Points $ ( % of purchase price) Fixed rate or Initial adjustable rate ● not to exceed % ● Buyer to pay up to points to obtain the rate above Conventional or, if checked, FHA (Forms FVAC/HID attached) VA (Form FVAC attached) Seller Financing Other: If FHA or VA checked, Deliver list of lender required repairs 17 (or ) Days after Acceptance E(2)5C(2) Additional Financed Amount Interest Rate Points $ ( % of purchase price) Fixed rate or Initial adjustable rate ● not to exceed % ● Buyer to pay up to points to obtain rate above Conventional or, if checked, Seller Financing Other: E(3)7A Occupancy Type Primary, or if checked, Secondary Investment F 5D Balance of Down Payment $ PURCHASE PRICE TOTAL $ © 2022, California Association of REALTORS®, Inc. RPA REVISED 12/22 (PAGE 1 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 1 OF 16) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com February 1, 2024 Coastal Capital Homes LLC 4197 Ironwood Avenue S Seal Beach Orange 90740 21719109 Westridge Commercial Inc.01353256 X Mohammed Baghdadi 01198843 X Fair Trade Real Estate 02190978 X Mersad Hatami 02145333 X X 1,200,000.00 X X 14 30,000.00 2.50 1,170,000.00 1,200,000.00 Fair Trade Real Estate, 281 N SYCAMORE ST Santa Ana CA 92701 9493025590 4197 Ironwood Mersad Hatami Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date: Paragraph # Paragraph Title or Contract Term Terms and Conditions Additional Terms G(1)5E Seller Credit, if any, to Buyer $ ( % of purchase price) (% number above is for calculation purposesand is not a contractual term) Seller credit to be applied to closing costs OR Other: G(2)ADDITIONAL FINANCE TERMS: G(3)18 Seller agrees to pay the obligation of Buyer to compensate Buyer's Broker under a separate agreement (C.A.R.Form SPBB attached). Seller's Broker's offer, if any, to compensate Buyer's Broker is unaffected unless Otherwise Agreed. H(1)5B Verification of All Cash (sufficient funds) Attached to the offer or 3 (or ) Days after Acceptance H(2)6A Verification of Down Payment and Closing Costs Attached to the offer or 3 (or ) Days after Acceptance H(3)6B Verification of Loan Application Attached to the offer or 3 (or ) Daysafter Acceptance Prequalification Preapproval Fully underwritten preapproval I Intentionally Left Blank J 16 Final Verification of Condition 5 (or ) Days prior to COE K 23 Assignment Request 17 (or ) Days after Acceptance L 8 CONTINGENCIES TIME TO REMOVE CONTINGENCIES CONTINGENCY REMOVED L(1)8A Loan(s)17 (or ) Days after Acceptance No loan contingency L(2)8B Appraisal:Appraisal contingencybased upon appraised value at a minimum of purchase price or $ 17 (or ) Days after Acceptance No appraisal contingency Removal of appraisal contingency does not eliminate appraisalcancellation rights in FVAC. L(3)8C, 12 Investigation of Property 17 (or ) Days after Acceptance Informational Access to Property 17 (or ) Days after Acceptance REMOVAL OR WAIVER OF Buyer's right to access the Property for informational purposes is NOT a contingency, does NOT create cancellation rights, and applies even if contingencies are removed. CONTINGENCY: L(4)8D, 14A Review of Seller Documents 17 (or ) Days after Acceptance, or 5 Daysafter Delivery, whichever is later L(5)8E, 13A Preliminary ("Title") Report 17 (or ) Days after Acceptance, or 5 Daysafter Delivery, whichever is later L(6)8F, 11L Common Interest Disclosures required by Civil Code § 4525 or this Agreement 17 (or ) Days after Acceptance, or 5 Days after Delivery, whichever is later L(7)8G, 9B(6)Review of leased or liened items (Such as for solar panels or propane tanks or PACE or HERO liens) 17 (or ) Days after Acceptance, or 5 Days after Delivery, whichever is later CR-B attached L(8)8J Sale of Buyer's Property Sale of Buyer's property is not a contingency, UNLESS checked here:C.A.R. Form COP attached M Possession Time for Performance Additional Terms M(1) Time of Possession Upon notice of recordation, OR 6 PM or AM/ PM on date specified, as applicable, in 3M(2) or attached TOPA. M(2)7C Seller Occupied or Vacant units COE date or, if checked below, days after COE (29 or fewer days) days after COE (30 or more days) C.A.R. Form SIP attached if 29 orfewer days. C.A.R. Form RLAS attached if 30 or more days. M(3)4A, 7A Occupied units by tenants or anyone other than the Seller Tenant Occupied Property Addendum (C.A.R. Form TOPA) attached Seller shall disclose to Buyer if occupied by tenants or persons other than the Seller, and attach TOPA in a counter offer if not part of Buyer's offer. N Documents/Fees/Compliance Time for Performance N(1)14A Seller Delivery of Documents 7 (or ) Days after Acceptance N(2)19B Sign and return Escrow Holder Provisions and Instructions 5 (or ) Days after Delivery N(3)11L(2) Time to pay fees for ordering HOA Documents 3 (or ) Days after Acceptance N(4)10B(1) Install smoke alarm(s), COdetector(s), water heater bracing 7 (or ) Days after Acceptance N(5)28 Evidence of representative authority 3 Days after Acceptance RPA REVISED 12/22 (PAGE 2 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 2 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 6 6 6 6 6 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date: O Intentionally Left Blank P Items Included and Excluded P(1)9 Items Included - All items specified in Paragraph 9B are included and the following, if checked: Stove(s), oven(s), stove/oven Video doorbell(s); Above-ground pool(s) / spa(s); combo(s); Security camera equipment; Bathroom mirrors, unless Refrigerator(s); Security system(s)/alarm(s), other than excluded below; Wine Refrigerator(s); separate video doorbell and camera Electric car charging systems Washer(s); equipment; and stations; Dryer(s); Smart home control devices; Potted trees/shrubs; Dishwasher(s); Wall mounted brackets for video or audio Microwave(s); equipment; Additional Items Included:. . . . . P(2) Excluded Items: ; ; ; Q Allocation of Costs Paragraph # Item Description Who Pays (if Both is checked, cost to be split equally unless Otherwise Agreed) Additional Terms Q(1)10A, 11A Natural Hazard Zone Disclosure Report, including tax information Buyer Seller Both Environmental Other Provided by: Q(2)10A Buyer Seller Both Provided by: Q(3) Report Buyer Seller Both Q(4)10B(1) Smoke alarms, CO detectors, waterheater bracing Buyer Seller Both Q(5)10A 10B(2) Government Required Point of Sale inspections, reports Buyer Seller Both Q(6)10B(2) Government Required Point of Salecorrective/remedial actions Buyer Seller Both Q(7)19B Escrow Fee Buyer Seller Both Each to pay their own fees Escrow Holder: Q(8)13 Owner's title insurance policy Buyer Seller Both Title Co. (If different from Escrow Holder): Q(9)Buyer's Lender title insurance policy Buyer Unless Otherwise Agreed, Buyer shall purchase any title insurance policy insuring Buyer's lender. Q(10)County transfer tax, fees Buyer Seller Both Q(11)City transfer tax, fees Buyer Seller Both Q(12)11L(2) HOA fee for preparing disclosures Seller Q(13)HOA certification fee Buyer Q(14)HOA transfer fees Buyer Seller Both Unless Otherwise Agreed, Seller shall pay for separate HOA move- out fee and Buyer shall pay for separate move-in fee. Applies if separately billed or itemized with cost in transfer fee. Q(15)Private transfer fees Seller, or if checked, Buyer Both Q(16) fees or costs Buyer Seller Both Q(17) fees or costs Buyer Seller Both Q(18)10C Home warranty plan chosen by Buyer. Coverage includes, but is not limited to: Buyer Seller Both If Seller or Both checked, Seller's cost not to exceed $ . Issued by: Buyer waives home warranty plan R OTHER TERMS: RPA REVISED 12/22 (PAGE 3 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 3 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 X X Lincoln Escrow (or Sellers Preferred Provider) X Lawyers Title (or Sellers Preferred Provider) X X X X (1) Buyers are licensed brokers, and investors. (2) Property to be delivered vacant at the close of escrow. (3) Buyer's investigation period to include only business days. (4) Buyer reserves the right to utilize any and all investment strategies (i.e fix & flip, buy & hold, resell as-is, etc) at no expense or delay to the seller. 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date: 4. PROPERTY ADDENDA AND ADVISORIES:(check all that apply) A. PROPERTY TYPE ADDENDA:This Agreement is subject to the terms contained in the Addenda checked below: Tenant Occupied Property Addendum (C.A.R. Form TOPA) (Should be checked whether current tenants will remain or not.) Probate Agreement Purchase Addendum (C.A.R. Form PA-PA) Manufactured Home Purchase Addendum (C.A.R. Form MH-PA) Tenancy in Common Purchase Addendum (C.A.R. Form TIC-PA) Stock Cooperative Purchase Addendum (C.A.R. Form COOP-PA) Mixed Use Purchase Addendum (C.A.R. Form MU-PA) Other B. OTHER ADDENDA:This Agreement is subject to the terms contained in the Addenda checked below: Addendum # (C.A.R. Form ADM) Short Sale Addendum (C.A.R. Form SSA) Back Up Offer Addendum (C.A.R. Form BUO) Court Confirmation Addendum (C.A.R. Form CCA) Septic, Well, Property Monument and Propane Addendum (C.A.R. Form SWPI) Buyer Intent to Exchange Addendum (C.A.R. Form BXA) Seller Intent to Exchange Addendum (C.A.R. Form SXA) Other Other C. BUYER AND SELLER ADVISORIES: (Note: All Advisories below are provided for reference purposes only and are not intended to be incorporated into this Agreement.) Buyer's Investigation Advisory (C.A.R. Form BIA) Fair Housing and Discrimination Advisory (C.A.R. Form FHDA) Wire Fraud Advisory (C.A.R. Form WFA) Cal. Consumer Privacy Act Advisory (C.A.R. Form CCPA) (Parties may also receive a privacy disclosure from their own Agent.) Wildfire Disaster Advisory (C.A.R. Form WFDA) Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) Trust Advisory (C.A.R. Form TA) Short Sale Information and Advisory (C.A.R. Form SSIA) REO Advisory (C.A.R. Form REO) Probate Advisory (C.A.R. Form PA) Other Other 5. ADDITIONAL TERMS AFFECTING PURCHASE PRICE:Buyer represents that funds will be good when deposited with Escrow Holder.A. DEPOSIT: (1)INITIAL DEPOSIT:Buyer shall deliver deposit directly to Escrow Holder. If a method other than wire transfer is specifiedinparagraph 3D(1)and such method is unacceptable to Escrow Holder, then upon notice from Escrow Holder, delivery shall be by wire transfer.(2)INCREASED DEPOSIT:Increased deposit specified in paragraph 3D(2)is to be delivered to Escrow Holder in the same manner as the Initial Deposit. If the Parties agree to liquidated damages in this Agreement, they also agree to incorporatethe increased deposit into the liquidated damages amount by signing a new liquidated damages clause (C.A.R. Form DID) at the time the increased deposit is delivered to Escrow Holder.(3)RETENTION OF DEPOSIT: Paragraph 29, if initialed by all Parties or otherwise incorporated into this Agreement, specifies a remedy for Buyer's default. Buyer and Seller are advised to consult with a qualified California realestate attorney: (i) Before adding any other clause specifying a remedy (such as release or forfeiture of deposit or making a deposit non-refundable) for failure of Buyer to complete the purchase. Any such clause shall bedeemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code; and (ii) Regarding possible liability and remedies if Buyer fails to deliver the deposit.B. ALL CASH OFFER:If an all cash offer is specified in paragraph 3A, no loan is needed to purchase the Property. This Agreement is NOT contingent on Buyer obtaining a loan. Buyer shall, within the time specified in paragraph 3H(1), Deliverwritten verification of funds sufficient for the purchase price and closing costs. C. LOAN(S):(1)FIRST LOAN:This loan will provide for conventional financing UNLESS FHA, VA, Seller Financing (C.A.R. Form SFA), or Other is checked in paragraph 3E(1).(2)ADDITIONAL FINANCED AMOUNT:If an additional financed amount is specified in paragraph 3E(2), that amount will provide for conventional financing UNLESS Seller Financing (C.A.R. Form SFA), or Other is checked in paragraph 3E(2).(3)BUYER'S LOAN STATUS:Buyer authorizes Seller and Seller's Authorized Agent to contact Buyer's lender(s) to determine the status of any Buyer's loan specified in paragraph 3E, or any alternate loan Buyer pursues, whether or not acontingency of this Agreement. If the contact information for Buyer's lender(s) is different from that provided under the terms of paragraph 6B, Buyer shall Deliver the updated contact information within 1 Day of Seller's request.(4)FHA/VA: If FHA or VA is checked in paragraph 3E(1),a FHA/VA amendatory clause (C.A.R. Form FVAC) shall be incorporated and Signed by all Parties. Buyer shall, within the time specified in paragraph 3E(1),Deliver to Seller writtennotice (C.A.R. Form RR or AEA)(i)of any lender requirements that Buyer requests Seller to pay for or otherwise correct or (ii)that there are no lender requirements. Notwithstanding Seller's agreement that Buyer may obtain FHA or VAfinancing, Seller has no obligation to pay or satisfy any or all lender requirements unless agreed in writing. D. BALANCE OF PURCHASE PRICE (DOWN PAYMENT, paragraph 3F) (including all-cash funds)to be deposited withEscrow Holder pursuant to Escrow Holder instructions. E. LIMITS ON CREDITS TO BUYER:Any credit to Buyer as specified in paragraph 3G(1)or Otherwise Agreed, from anysource, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer's lender, if any, and made at Close Of Escrow. If the total credit allowed by Buyer's lender (“Lender Allowable Credit”) is less than theContractual Credit, then (i)the Contractual Credit from Seller shall be reduced to the Lender Allowable Credit, and (ii)in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price tomake up for the difference between the Contractual Credit and the Lender Allowable Credit. 6. ADDITIONAL FINANCING TERMS:A. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS:Written verification of Buyer's down payment and closing costs, within the time specified in paragraph 3H(2)may be made by Buyer or Buyer's lender or loan broker pursuant to paragraph 6B.B. VERIFICATION OF LOAN APPLICATIONS:Buyer shall Deliver to Seller, within the time specified in paragraph 3H(3)a letter from Buyer's lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer isprequalified or preapproved for any NEW loan specified in paragraph 3E. If any loan specified in paragraph 3E is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate. RPA REVISED 12/22 (PAGE 4 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 4 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 X 1 X X X X 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date:C. BUYER STATED FINANCING:Seller is relying on Buyer's representation of the type of financing specified (including, but notlimited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price, and to sell to Buyer in reliance on Buyer's specified financing. Buyer shall pursue the financingspecified in this Agreement, even if Buyer also elects to pursue an alternative form of financing. Seller has no obligation tocooperate with Buyer's efforts to obtain any financing other than that specified in this Agreement but shall not interfere with closingat the purchase price on the COE date (paragraph 3B) even if based upon alternate financing. Buyer's inability to obtain alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement.7. CLOSING AND POSSESSION:A. OCCUPANCY:If Buyer intends to occupy as a primary or secondary residence (see paragraph 3E(3)), and unless OtherwiseAgreed, such as in C.A.R. Form TOPA:(i)the unit Buyer intends to occupy shall be vacant at the time possession is delivered toBuyer, and (ii)if the Property contains more than one unit, within 3 Days after Acceptance Buyer shall give Seller written notice of which unit Buyer intends to occupy. Occupancy may impact available financing.Seller shall disclose to Buyer if occupied bytenants or persons other than Seller, and attach C.A.R. Form TOPA in a counter offer if not part of Buyer's offer.B. CONDITION OF PROPERTY ON CLOSING: (1)Unless Otherwise Agreed:(i)the Property shall be delivered “As-Is”in its PRESENT physical condition as of the date of Acceptance;(ii)the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the samecondition as on the date of Acceptance; and (iii)all debris and personal property not included in the sale shall be removedby Close Of Escrow or at the time possession is delivered to Buyer, if not on the same date. If items are not removed when possession is delivered to Buyer, all items shall be deemed abandoned. Buyer, after first Delivering to Seller writtennotice to remove the items within 3 Days, may pay to have such items removed or disposed of and may bring legal action,as per this Agreement, to receive reasonable costs from Seller.(2)Buyer is strongly advised to conduct investigations of the entire Property in order to determine its presentcondition. Seller and Agents may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with currentLaw, or have had all required permits issued and/or finalized.C. SELLER REMAINING IN POSSESSION AFTER CLOSE OF ESCROW:If Seller has the right to remain in possession afterClose Of Escrow pursuant to paragraph 3M(2)or as Otherwise Agreed: The Parties are advised to (i)consult with their insurance and legal advisors for information about liability and damage or injury to persons and personal and real property;and (ii)consult with a qualified California real estate attorney where the Property is located to determine the ongoing rightsand responsibilities of both Buyer and Seller with regard to each other, including possible tenant rights, and what type of written agreement to use to document the relationship between the Parties. Buyer is advised to consult with Buyer's lenderabout the impact of Seller's occupancy on Buyer's loan.D. At Close Of Escrow: (i)Seller assigns to Buyer any assignable warranty rights for items included in the sale; and (ii)Seller shallDeliver to Buyer available Copies of any such warranties. Agents cannot and will not determine the assignability of any warranties.E.Seller shall, on Close Of Escrow unless Otherwise Agreed and even if Seller remains in possession, provide keys, passwords,codes and/or means to operate all locks, mailboxes, security systems, alarms, home automation systems, intranet andInternet-connected devices included in the purchase price, garage door openers, and all items included in either paragraph 3Porparagraph 9. If the Property is a condominium or located in a common interest development, Seller shall be responsible for securing or providing any such items for Association amenities, facilities, and access. Buyer may be required to pay a depositto the Homeowners' Association (“HOA”) to obtain keys to accessible HOA facilities.8. CONTINGENCIES AND REMOVAL OF CONTINGENCIES:A. LOAN(S): (1)This Agreement is,unless otherwise specified in paragraph 3L(1) or an attached CR-B form, contingent upon Buyer obtaining the loan(s) specified. If contingent, Buyer shall act diligently and in good faith to obtain the designated loan(s).Ifthere is no appraisal contingency or the appraisal contingency has been waived or removed, then failure of theProperty to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant tothe loan contingency if Buyer is otherwise qualified for the specified loan and Buyer is able to satisfy lender's non-appraisal conditions for closing the loan.(2) Buyer is advised to investigate the insurability of the Property as early as possible, as this may be a requirement forlending. Buyer's ability to obtain insurance for the Property, including fire insurance, is part of Buyer's Investigation of Property contingency. Failure of Buyer to obtain insurance may justify cancellation based on the Investigation contingencybut not the loan contingency.(3)Buyer's contractual obligations regarding deposit, balance of down payment and closing costs are not contingencies ofthis Agreement, unless Otherwise Agreed. (4) If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency.(5)NO LOAN CONTINGENCY: If "No loan contingency" is checked in paragraph 3L(1), obtaining any loan specified is NOTa contingency of this Agreement. If Buyer does not obtain the loan specified, and as a result is unable to purchase theProperty, Seller may be entitled to Buyer's deposit or other legal remedies.B. APPRAISAL: (1)This Agreement is,unless otherwise specified in paragraph 3L(2) or an attached CR-B form, contingent upon awritten appraisal of the Property by a licensed or certified appraiser at no less than the amount specified in paragraph3L(2), without requiring repairs or improvements to the Property. Appraisals are often a reliable source to verify square footage of the subject Property. However, the ability to cancel based on the measurements provided in an appraisal fallswithin the Investigation of Property contingency. The appraisal contingency is solely limited to the value determined by theappraisal. For any cancellation based upon this appraisal contingency, Buyer shall Deliver a Copy of the written appraisalto Seller, upon request by Seller. (2)NO APPRAISAL CONTINGENCY:If "No appraisal contingency" is checked in paragraph 3L(2), then Buyer may not use the loan contingency specified in paragraph 3L(1)to cancel this Agreement if the sole reason for not obtaining the loan isthat the appraisal relied upon by Buyer's lender values the property at an amount less than that specified in paragraph3L(2). If Buyer is unable to obtain the loan specified solely for this reason, Seller may be entitled to Buyer's deposit or other legal remedies.(3) Fair Appraisal Act: The Parties acknowledge receipt of the attached Fair Appraisal Act Addendum (C.A.R. Form FAAA).C. INVESTIGATION OF PROPERTY:This Agreement is, as specified in paragraph 3L(3), contingent upon Buyer's acceptanceof the condition of, and any other matter affecting, the Property. See paragraph 12. D. REVIEW OF SELLER DOCUMENTS:This Agreement is, as specified in paragraph 3L(4), contingent upon Buyer's reviewand approval of Seller's documents required in paragraph 14A. RPA REVISED 12/22 (PAGE 5 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 5 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 X 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date:E. TITLE: (1)This Agreement is, as specified in paragraph 3L(5), contingent upon Buyer's ability to obtain the title policy provided for inparagraph 13G and on Buyer's review of a current Preliminary Report and items that are disclosed or observable even if not on record or not specified in the Preliminary Report, and satisfying Buyer regarding the current status of title. Buyer isadvised to review all underlying documents and other matters affecting title, including, but not limited to, any documents or deeds referenced in the Preliminary Report and any plotted easements.(2)Buyer has 5 Days after receipt to review a revised Preliminary Report, if any, furnished by the Title Company and cancel the transaction if the revised Preliminary Report reveals material or substantial deviations from a previously providedPreliminary Report. F. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES (IF APPLICABLE):This Agreement is, as specified inparagraph 3L(6), contingent upon Buyer's review and approval of Common Interest Disclosures required by Civil Code § 4525 and under paragraph 11L (“CI Disclosures”).G. BUYER REVIEW OF LEASED OR LIENED ITEMS CONTINGENCY:Buyer's review of and ability and willingness to assume any lease, maintenance agreement or other ongoing financial obligation, or to accept the Property subject to any lien,disclosed pursuant to paragraph 9B(6), is, as specified in paragraph 3L(7), a contingency of this Agreement. Any assumption of the lease shall not require any financial obligation or contribution by Seller. Seller, after first Delivering a Notice to Buyer toPerform, may cancel this Agreement if Buyer, by the time specified in paragraph 3L(7), refuses to enter into any necessary written agreements to accept responsibility for all obligations of Seller-disclosed leased or liened items.H. REMOVAL OR WAIVER OF CONTINGENCIES WITH OFFER: Buyer shall have no obligation to remove a contractual contingency unless Seller has provided all required documents, reports, disclosures, and information pertaining tothat contingency.If Buyer does remove a contingency without first receiving all required information from Seller, Buyer is relinquishing any contractual rights that apply to that contingency.If Buyer removes or waives any contingencies withoutan adequate understanding of the Property's condition or Buyer's ability to purchase, Buyer is acting against the advice of Agent.I. REMOVAL OF CONTINGENCY OR CANCELLATION: (1)For any contingency specified in paragraph 3L, 8, or elsewhere, Buyer shall, within the applicable periodspecified, remove the contingency or cancel this Agreement. (2) For the contingencies for review of Seller Documents, Preliminary Report, and Condominium/Planned DevelopmentDisclosures, Buyer shall, within the time specified in paragraph 3L or 5 Days after Delivery of Seller Documents or CI Disclosures, whichever occurs later, remove the applicable contingency in writing or cancel this Agreement.(3) If Buyer does not remove a contingency within the time specified, Seller, after first giving Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), shall have the right to cancel this Agreement.J. SALE OF BUYER'S PROPERTY:This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer unless the Sale of Buyer's Property (C.A.R. Form COP) is checked as a contingency of thisAgreement in paragraph 3L(8). 9. ITEMS INCLUDED IN AND EXCLUDED FROM SALE:A. NOTE TO BUYER AND SELLER:Items listed as included or excluded in the Multiple Listing Service (MLS), flyers, marketing materials, or disclosures are NOT included in the purchase price or excluded from the sale unless specified in this paragraphorparagraph 3P or as Otherwise Agreed. Any items included herein are components of the home and are not intended to affect the price. All items are transferred without Seller warranty.B. ITEMS INCLUDED IN SALE: (1) All EXISTING fixtures and fittings that are attached to the Property;(2)EXISTING electrical, mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates, solar power systems, built-in appliances and appliances for which special openings or encasements have been made(whether or not checked in paragraph 3P), window and door screens, awnings, shutters, window coverings (which includes blinds, curtains, drapery, shutters or any other materials that cover any portion of the window) and any associated hardwareand rods, attached floor coverings, television antennas, satellite dishes, air coolers/conditioners, pool/spa equipment (including, but not limited to, any cleaning equipment such as motorized/automatic pool cleaners, pool heaters, pool nets,pool covers), garage door openers/remote controls, mailbox, in-ground landscaping, water features and fountains, water softeners, water purifiers, light bulbs (including smart bulbs) and all items specified as included in paragraph 3P, if currentlyexisting at the time of Acceptance. Note:If Seller does not intend to include any item specified as being included above because it is not owned by Seller,whether placed on the Property by Agent, stager or other third party, the item should be listed as being excluded in paragraph 3P or excluded by Seller in a counter offer.(3) Security System includes any devices, hardware, software, or control units used to monitor and secure the Property, including but not limited to, any motion detectors, door or window alarms, and any other equipment utilized for suchpurpose. If checked in paragraph 3P, all such items are included in the sale, whether hard wired or not. (4) Home Automation (Smart Home Features) includes any electronic devices and features including, but not limited to,thermostat controls, kitchen appliances not otherwise excluded, and lighting systems, that are connected (hard wired or wirelessly) to a control unit, computer, tablet, phone, or other “smart” device. Any Smart Home devices and features thatare physically affixed to the real property, and also existing light bulbs, are included in the sale. Buyer is advised to use paragraph 3P(1)or an addendum to address more directly specific items to be included. Seller is advised to use acounter offer to address more directly any items to be excluded. (5)Non-Dedicated Devices: If checked in paragraph 3P, all smart home and security system control devices are included inthe sale, except for any non-dedicated personal computer, tablet, or phone used to control such features. Buyer acknowledges that a separate device and access to wifi or Internet may be required to operate some smart home featuresand Buyer may have to obtain such device after Close Of Escrow. Seller shall de-list any devices from any personal accounts and shall cooperate with any transfer of services to Buyer. Buyer is advised to change all passwords and ensurethe security of any smart home features. (6)LEASED OR LIENED ITEMS AND SYSTEMS:Seller, within the time specified in paragraph 3N(1), shall (i)disclose toBuyer if any item or system specified in paragraph 3P or 9B or otherwise included in the sale is leased, or not owned by Seller, or is subject to any maintenance or other ongoing financial obligation, or specifically subject to a lien or other encumbrance orloan, and (ii)Deliver to Buyer all written materials (such as lease, warranty, financing, etc.) concerning any such item. RPA REVISED 12/22 (PAGE 6 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 6 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date:(7)Seller represents that all items included in the purchase price, unless Otherwise Agreed,(i)are owned by Seller and shallbe transferred free and clear of liens and encumbrances, except the items and systems identified pursuant to paragraph9B(6), and (ii)are transferred without Seller warranty regardless of value. Seller shall cooperate with the identification ofany software or applications and Buyer's efforts to transfer any services needed to operate any Smart Home Features orother items included in this Agreement, including, but not limited to, utilities or security systems. C. ITEMS EXCLUDED FROM SALE:Unless Otherwise Agreed, the following items are excluded from sale:(i)All items specified in paragraph 3P(2); (ii)audio and video components (such as flat screen TVs, speakers and other items) if any such item is not itself attached to the Property, even if a bracket or other mechanism attached to the component or item is attached to the Property;(iii)furniture and other items secured to the Property for earthquake or safety purposes.Unless otherwise specified in paragraph 3P(1), brackets attached to walls, floors or ceilings for any such component, furniture or item will be removed and holes or other damage shall be repaired, but not painted.10. ALLOCATION OF COSTS: A. INSPECTIONS, REPORTS, TESTS AND CERTIFICATES: Paragraphs 3Q(1), (2), (3), and (5)only determines who is to payfor the inspection, report, test, certificate or service mentioned;it does not determine who is to pay for any work recommended or identified in any such document. Agreements for payment of required work should be specifiedelsewhere in paragraph 3Q, or 3R, or in a separate agreement (such as C.A.R. Forms RR, RRRR, ADM or AEA).Any reports in these paragraphs shall be Delivered in the time specified in paragraph 3N(1).B. GOVERNMENT REQUIREMENTS AND CORRECTIVE OR REMEDIAL ACTIONS: (1)LEGALLY REQUIRED INSTALLATIONS AND PROPERTY IMPROVEMENTS:Any required installation of smoke alarm orcarbon monoxide device(s) or securing of water heater shall be completed within the time specified in paragraph 3N(4) and paid by the Party specified in paragraph 3Q(4). If Buyer is to pay for these items, Buyer, as instructed by EscrowHolder, shall deposit funds into escrow or directly to the vendor completing the repair or installation. Prior to Close Of Escrow, Seller shall Deliver to Buyer written statement(s) of compliance in accordance with any Law, unless Seller isexempt. If Seller is to pay for these items and does not fulfill Seller's obligation in the time specified, and Buyer incurs costs to comply with lender requirements concerning those items, Seller shall be responsible for Buyer's costs.(2)POINT OF SALE REQUIREMENTS: (A) Point of sale inspections, reports and repairs refer to any such actions required to be completed before or after CloseOf Escrow that are required in order to close under any Law and paid by Party specified in paragraphs 3Q(5) and 3Q(6). Unless Parties Otherwise Agree to another time period, any such repair, shall be completed prior to finalverification of Property. If Buyer agrees to pay for any portion of such repair, Buyer, shall (i)directly pay to the vendor completing the repair or (ii)provide an invoice to Escrow Holder, deposit funds into escrow sufficient to pay forBuyer's portion of such repair and request Escrow Holder pay the vendor completing the repair. (B)Buyer shall be provided, within the time specified in paragraph 3N(1), unless Parties Otherwise Agree to anothertime period, a Copy of any required government-conducted or point-of-sale inspection report prepared pursuant to this Agreement or in anticipation of this sale of the Property.(3)REINSPECTION FEES:If any repair in paragraph 10B(1)is not completed within the time specified and the lender requires an additional inspection to be made, Seller shall be responsible for any corresponding reinspection fee. If Buyerincurs costs to comply with lender requirements concerning those items, Seller shall be responsible for those costs. (4)INFORMATION AND ADVICE ON REQUIREMENTS:Buyer and Seller are advised to seek information from aknowledgeable source regarding local and State mandates and whether they are point of sale requirements or requirements of ownership. Agents do not have expertise in this area and cannot ascertain all of the requirements or costsof compliance. C. HOME WARRANTY:(1) Buyer shall choose the home warranty plan and any optional coverages. Buyer shall pay any cost of that plan, chosen by Buyer, that exceeds the amount allocated to Seller in paragraph 3Q(18). Buyer is informed that home warranty planshave many optional coverages, including but not limited to, coverages for Air Conditioner and Pool/Spa. Buyer is advised to investigate these coverages to determine those that may be suitable for Buyer and their cost.(2)If Buyer waives the purchase of a home warranty plan in paragraph 3Q(18), Buyer may still purchase a home warranty plan, at Buyer's expense, prior to Close Of Escrow.11. STATUTORY AND OTHER DISCLOSURES (INCLUDING LEAD-BASED PAINT HAZARD DISCLOSURES) AND CANCELLATION RIGHTS:A. TDS, NHD, AND OTHER STATUTORY AND SUPPLEMENTAL DISCLOSURES: (1)Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer: unless exempt, fully completed disclosures ornotices required by §§ 1102 et. seq. and 1103 et. seq. of the Civil Code (“Statutory Disclosures”). Statutory Disclosures include, but are not limited to, a Real Estate Transfer Disclosure Statement (C.A.R. Form TDS), Natural HazardDisclosure Statement ("NHD"), notice or actual knowledge of release of illegal controlled substance, notice of special tax and/or assessments (or, if allowed, substantially equivalent notice regarding the Mello-Roos Community Facilities Act of1982 and Improvement Bond Act of 1915) and, if Seller has actual knowledge, of industrial use and military ordnance location (C.A.R. Form SPQ or ESD), and, if the Property is in a high or very high fire hazard severity area, the information,notices, documentation, and agreements required by §§ 1102.6(f) and 1102.19 of the Civil Code (C.A.R. Form FHDS). (2) The Real Estate Transfer Disclosure Statement required by this paragraph is considered fully completed if Seller has completedthe section titled Coordination with Other Disclosure Forms by checking a box (Section I), and Seller has completed and answered all questions and Signed the Seller's Information section (Section II) and the Seller's Agent, if any, has completedand Signed the Seller's Agent's section (Section III), or, if applicable, an Agent Visual Inspection Disclosure (C.A.R. Form AVID). Section V acknowledgment of receipt of a Copy of the TDS shall be Signed after all previous sections, if applicable,have been completed. Nothing stated herein relieves a Buyer's Agent, if any, from the obligation to (i)conduct a reasonably competent and diligent visual inspection of the accessible areas of the Property and disclose, on Section IV ofthe TDS, or an AVID, material facts affecting the value or desirability of the Property that were or should have been revealed by such an inspection or (ii)complete any sections on all disclosures required to be completed by Buyer's Agent.(3)Seller shall, within the time specified in paragraph 3N(1), provide “Supplemental Disclosures” as follows:(i)unless exempt from the obligation to provide a TDS, complete a Seller Property Questionnaire (C.A.R. Form SPQ) by answeringall questions and Signing and Delivering a Copy to Buyer;(ii)if exempt from the obligation to provide a TDS, complete an Exempt Seller Disclosure (C.A.R. Form ESD) by answering all questions and Signing and Delivering a Copy to Buyer. RPA REVISED 12/22 (PAGE 7 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 7 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date:(4) In the event Seller or Seller's Agent, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer underthis paragraph, Seller shall, in writing, promptly provide a subsequent or amended TDS, Seller Property Questionnaire or other document, in writing, covering those items. Any such document shall be deemed an amendment to the TDS or SPQ.However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies of which Buyer is otherwise aware, or which are discovered by Buyer or disclosed in reports or documentsprovided to or ordered and paid for by Buyer.B. LEAD DISCLOSURES: (1)Seller shall, within the time specified in paragraph 3N(1), for any residential property built before January 1, 1978,unless exempted by Law, Deliver to Buyer a fully completed Federal Lead-Based Paint Disclosures (C.A.R. FormLPD) and pamphlet (“Lead Disclosures”). (2)Buyer shall, within the time specified in paragraph 3L(3), have the opportunity to conduct a risk assessment or to inspect for the presence of lead-based paint hazards.C. HOME FIRE HARDENING DISCLOSURE AND ADVISORY:For any transaction where a TDS is required, the property islocated in a high or very high fire hazard severity zone, and the home was constructed before January 1, 2010 , Seller shall,within the time specified in paragraph 3N(1), Deliver to Buyer:(i)a home hardening disclosure required by law; and (ii)a statement of features of which the Seller is aware that may make the home vulnerable to wildfire and flying embers; and (iii)afinal inspection report regarding compliance with defensible space requirements if one was prepared pursuant to GovernmentCode § 51182 (C.A.R. Form FHDS).D. DEFENSIBLE SPACE DISCLOSURE AND ADDENDUM:For any transaction in which a TDS is required and the property is located in a high or very high fire hazard severity zone, Seller shall, within the time specified in paragraph 3N(1), Deliver toBuyer(i)a disclosure of whether the Property is in compliance with any applicable defensible space laws designed to protect astructure on the Property from fire; and (ii)an addendum allocating responsibility for compliance with any such defensible space law (C.A.R. Form FHDS).E. WAIVER PROHIBITED:Waiver of Statutory, Lead, and other Disclosures in paragraphs 11A(1),11B,11C, and 11D areprohibited by Law.F. RETURN OF SIGNED COPIES:Buyer shall, within the time specified in paragraph 3L(4)OR 5 Days after Delivery of anydisclosures specified in paragraphs 11 A,B,C or D, and defensible space addendum in paragraph 11D, whichever is later, return Signed Copies of the disclosures, and if applicable, addendum, to Seller.G. TERMINATION RIGHTS:(1)Statutory and Other Disclosures:If any disclosure specified in paragraphs 11A,B,C, or D, or subsequent or amendeddisclosure to those just specified, is Delivered to Buyer after the offer is Signed, Buyer shall have the right to terminate thisAgreement within 3 Days after Delivery in person, or 5 Days after Delivery by deposit in the mail, or by an electronicrecord or email satisfying the Uniform Electronic Transactions Act (UETA), by giving written notice of rescission to Selleror Seller's Authorized Agent. If Buyer does not rescind within this time period, Buyer has been deemed to have approvedthe disclosure and shall not have the right to cancel.(2)Defensible Space Compliance:If, by the time specified in paragraph 11F, Buyer does not agree to the terms regardingdefensible space compliance Delivered by Seller, as indicated by mutual signatures on the FHDS, then Seller, after firstDelivering a Notice to Buyer to Perform, may cancel this Agreement.H. WITHHOLDING TAXES:Buyer and Seller hereby instruct Escrow Holder to withhold the applicable required amounts tocomply with federal and California withholding Laws and forward such amounts to the Internal Revenue Service and FranchiseTax Board, respectively. However, no federal withholding is required if, prior to Close Of Escrow, Seller Delivers (i)to Buyerand Escrow Holder a fully completed affidavit (C.A.R. Form AS) sufficient to avoid withholding pursuant to federal withholdingLaw (FIRPTA);OR (ii)to a qualified substitute (usually a title company or an independent escrow company) a fully completedaffidavit (C.A.R. Form AS) sufficient to avoid withholding pursuant to federal withholding Law AND the qualified substituteDelivers to Buyer and Escrow Holder an affidavit signed under penalty of perjury (C.A.R. Form QS) that the qualified substitutehas received the fully completed Seller's affidavit and the Seller states that no federal withholding is required;OR (iii)to Buyerother documentation satisfying the requirements under Internal Revenue Code § 1445 (FIRPTA). No withholding is requiredunder California Law if, prior to Close Of Escrow, Escrow Holder has received sufficient documentation from Seller that nowithholding is required, and Buyer has been informed by Escrow Holder.I. MEGAN'S LAW DATABASE DISCLOSURE:Notice: Pursuant to § 290.46 of the Penal Code, information about specifiedregistered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice atwww.meganslaw.ca.gov. Depending on an offender's criminal history, this information will include either the address at whichthe offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Agent arerequired to check this website. If Buyer wants further information, Agent recommends that Buyer obtain information from thiswebsite during Buyer's investigation contingency period. Agents do not have expertise in this area.)J. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES:This notice is being provided simplyto inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to thepublic via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department ofTransportation at http://www.npms.phmsa.dot.gov/. To seek further information about possible transmission pipelines nearthe Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipelineoperators is searchable by ZIP Code and county on the NPMS Internet Website. (Neither Seller nor Agent are required tocheck this website. If Buyer wants further information, Agent recommends that Buyer obtain information from this websiteduring Buyer's investigation contingency period. Agents do not have expertise in this area.)K. NATURAL AND ENVIRONMENTAL HAZARDS:Seller shall, within the time specified in paragraph 3N(1), if required by Law:(i)Deliver to Buyer the earthquake guide and environmental hazards booklet, and for all residential property with 1-4 units andany manufactured or mobile home built before January 1, 1960, fully complete and Deliver the Residential Earthquake RiskDisclosure Statement; and (ii)even if exempt from the obligation to provide a NHD, disclose if the Property is located in aSpecial Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area;Earthquake Fault Zone; Seismic Hazard Zone; and (iii)disclose any other zone as required by Law and provide any otherinformation required for those zones.L. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES:(1)Seller shall, within the time specified in paragraph 3N(1), disclose to Buyer whether the Property is a condominium or islocated in a planned development, other common interest development, or otherwise subject to covenants, conditions,and restrictions (C.A.R. Form SPQ or ESD). RPA REVISED 12/22 (PAGE 8 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 8 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date:(2) If the Property is a condominium or is located in a planned development or other common interest development with aHOA, Seller shall, within the time specified in paragraph 3N(3), order from, and pay any required fee as specified inparagraph 3Q(12)for the following items to the HOA (C.A.R. Form HOA-IR):(i)Copies of any documents required by Law (C.A.R. Form HOA-RS);(ii)disclosure of any pending or anticipated claim or litigation by or against the HOA;(iii)astatement containing the location and number of designated parking and storage spaces;(iv)Copies of the most recent12 months of HOA minutes for regular and special meetings;(v)the names and contact information of all HOAs governingthe Property;(vi)pet restrictions; and (vii)smoking restrictions (“CI Disclosures”). Seller shall itemize and Deliver to Buyer all CI Disclosures received from the HOA and any CI Disclosures in Seller's possession. Seller shall, as directed byEscrow Holder, deposit funds into escrow or direct to HOA or management company to pay for any of the above.M. SOLAR POWER SYSTEMS:For properties with any solar panels or solar power systems, Seller shall, within the timespecified in paragraph 3N(1), Deliver to Buyer all known information about the solar panels or solar power system. Seller may use the Solar Advisory and Questionnaire (C.A.R. Form SOLAR).N. KNOWN MATERIAL FACTS:Seller shall, within the time specified in paragraph 3N(1), DISCLOSE KNOWN MATERIALFACTS AND DEFECTS affecting the Property, including, but not limited to, known insurance claims within the past five years, or provide Buyer with permission to contact insurer to get such information (C.A.R. Form ARC), and make any and all otherdisclosures required by Law.12. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A.Buyer shall, within the time specified in paragraph 3L(3), have the right, at Buyer's expense unless Otherwise Agreed, toconduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations”). B.Buyer Investigations include, but are not limited to:(1) Inspections regarding any physical attributes of the Property or items connected to the Property, such as: (A) A general home inspection.(B) An inspection for lead-based paint and other lead-based paint hazards. (C) An inspection specifically for wood destroying pests and organisms. Any inspection for wood destroying pests andorganisms shall be prepared by a registered Structural Pest Control company; shall cover the main building and attached structures; may cover detached structures; shall NOT include water tests of shower pans on upper levelunits unless the owners of property below the shower consent; shall NOT include roof coverings; and, if the Property is a unit in a condominium or other common interest subdivision, the inspection shall include only the separateinterest and any exclusive-use areas being transferred, and shall NOT include common areas; and shall include a report (“Pest Control Report”) showing the findings of the company which shall be separated into sections for evidentinfestation or infections (Section 1) and for conditions likely to lead to infestation or infection (Section 2). (D) Any other specific inspections of the physical condition of the land and improvements.(2) Investigation of any other matter affecting the Property, other than those that are specified as separate contingencies. Buyer Investigations include, but are not limited to, an investigation of the availability and cost of general homeowner'sinsurance, flood insurance and fire insurance. See, Buyer's Investigation Advisory (C.A.R. Form BIA) for more. C.Without Seller's prior written consent, Buyer shall neither make nor cause to be made:(i)invasive or destructive BuyerInvestigations, except for minimally invasive testing required to prepare a Pest Control Report, which shall not include any holes or drilling through stucco or similar material; or (ii)inspections by any governmental building or zoning inspector orgovernment employee, unless required by Law. D.Seller shall make the Property available for all Buyer Investigations. Seller is not obligated to move any existing personal property.Seller shall have water, gas, electricity and all operable pilot lights on for Buyer's Investigations and through the date possession is delivered to Buyer. Buyer shall,(i)by the time specified in paragraph 3L(3), complete Buyer Investigations and satisfy themselvesas to the condition of the Property, and either remove the contingency or cancel this Agreement, and (ii)by the time specified in paragraph 3L(3)or 3 Days after receipt of any Investigation report, whichever is later, give Seller at no cost, completeCopies of all such reports obtained by Buyer, which obligation shall survive the termination of this Agreement. This Delivery of Investigation reports shall not include any appraisal, except an appraisal received in connection with an FHA or VA loan.E. Buyer indemnity and Seller protection for entry upon the Property:Buyer shall:(i)keep the Property free and clear of liens;(ii)repair all damage arising from Buyer Investigations; and (iii)indemnify and hold Seller harmless from all resultingliability, claims, demands, damages and costs. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liabilityfor any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice ofNon-Responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination of this Agreement.13. TITLE AND VESTING: A.Buyer shall, within the time specified in paragraph 3N(1), be provided a current Preliminary Report by the person responsiblefor paying for the title report in paragraph 3Q(8). If Buyer is responsible for paying, Buyer shall act diligently and in good faith to obtain such Preliminary Report within the time specified. The Preliminary Report is only an offer by the title insurer to issue apolicy of title insurance and may not contain every item affecting title. The company providing the Preliminary Report shall, prior to issuing a Preliminary Report, conduct a search of the General Index for all Sellers except banks or other institutionallenders selling properties they acquired through foreclosure (REOs), corporations, and government entities. B.Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights andother matters, whether of record or not, as of the date of Acceptance except for: (i) monetary liens of record unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii) those matters which Seller has agreedto remove in writing. For any lien or matter not being transferred upon sale, Seller will take necessary action to deliver title free and clear of such lien or matter.C.Seller shall within 7 Days after request, give Escrow Holder necessary information to clear title. D.Seller shall, within the time specified in paragraph 3N(1), disclose to Buyer all matters known to Seller affecting title, whetherof record or not. E.If Buyer is a legal entity and the Property purchase price is at least $300,000 and the purchase price is made without a bankloan or similar form of external financing, a Geographic Targeting Order (GTO) issued by the Financial Crimes Enforcement Network, U.S. Department of the Treasury, requires title companies to collect and report certain information about the Buyer,depending on where the Property is located. Buyer agrees to cooperate with the title company's effort to comply with the GTO. RPA REVISED 12/22 (PAGE 9 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 9 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date:F.Buyer shall, after Close Of Escrow, receive a recorded grant deed or any other conveyance document required to convey title(or, for stock cooperative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's vesting instructions. Therecording document shall contain Buyer's post-closing mailing address to enable Buyer's receipt of the recorded conveyancedocument from the County Recorder. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAXCONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL.G.Buyer shall receive a “ALTA Homeowner's Policy of Title Insurance” or equivalent policy of title insurance, if applicable to thetype of property and buyer. Escrow Holder shall request this policy. If a ALTA Homeowner's Policy of Title Insurance is notoffered, Buyer shall receive a CLTA Standard Coverage policy unless Buyer has chosen another policy and instructed EscrowHolder in writing of the policy chosen and agreed to pay any increase in cost. Buyer should consult with the Title Company about the availability, and difference in coverage, and cost, if any, between a ALTA Homeowner's Policy and a CLTA StandardCoverage policy and other title policies and endorsements. Buyer should receive notice from the Title Company on itsPreliminary (Title) Report of the type of coverage offered. If Buyer is not notified on the Preliminary (Title) Report or is notsatisfied with the policy offered, and Buyer nonetheless removes the contingency for Review of the Preliminary Report, Buyer will receive the policy as specified in this paragraph.14. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only beextended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR-B or CC).A. SELLER DELIVERY OF DOCUMENTS:Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer all reports, disclosures and information ("Reports") for which Seller is responsible as specified in paragraphs 7A, 9B(6), 10, 11A, 11B,11C, 11D, 11H, 11K, 11L, 11M, 11N, 13A, 13C, and 28. B. BUYER REVIEW OF DOCUMENTS; REPAIR REQUEST; CONTINGENCY REMOVAL OR CANCELLATION (1)Buyer has the time specified in paragraph 3 to:(i)perform Buyer Investigations; review all disclosures, Reports, lease documents to be assumed by Buyer pursuant to paragraph 9B(6), and other applicable information, which Buyer receivesfrom Seller; and approve all matters affecting the Property; and (ii)Deliver to Seller Signed Copies of Statutory and Other Disclosures Delivered by Seller in accordance with paragraph 11. (2)Buyer may, within the time specified in paragraph 3L(3), request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer's requests (C.A.R. Form RR or RRRR). If Seller does not agree or does not respond, Buyer is not contractually entitled to have the repairs orother requests made and may only cancel based on contingencies in this Agreement. (3)Buyer shall, by the end of the times specified in paragraph 3L (or as Otherwise Agreed), Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement (C.A.R. Form CR-B or CC). However, if any report, disclosure, orinformation for which Seller is responsible is not Delivered within the time specified in paragraph 3N(1), then Buyer has 5 Days after Delivery of any such items, or the times specified in paragraph 3L, whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. If Delivery of any Report occurs after a contractualcontingency pertaining to that Report has already been waived or removed, the Delivery of the Report does not revive thecontingency but there may be a right to terminate for a subsequent or amended disclosure under paragraph 11G. (4)Continuation of Contingency:Even after the end of the time specified in paragraph 3L and before Seller cancels, if at all,pursuant to paragraph 14C, Buyer retains the right, in writing, to either (i)remove remaining contingencies, or (ii)cancel this Agreement based on a remaining contingency. Once Buyer's written removal of contingency is Delivered to Sellerbefore Seller cancels, Seller may not cancel this Agreement based on that contingency pursuant to paragraph 14C(1). C. SELLER RIGHT TO CANCEL:(1)SELLER RIGHT TO CANCEL; BUYER CONTINGENCIES:If, by the time specified in this Agreement, Buyer does notDeliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. In such event, Sellershall authorize the return of Buyer's deposit, except for fees incurred by Buyer.(2)SELLER RIGHT TO CANCEL; BUYER CONTRACT OBLIGATIONS:Seller, after first Delivering to Buyer a Notice to Buyerto Perform, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s):(i)Deposit funds as required by paragraph 3D(1)or 3D(2)or if the funds deposited pursuant to paragraph 3D(1)or 3D(2) are not good when deposited;(ii)Deliver updated contact information for Buyer's lender(s) as required by paragraph 5C(3);(iii)Deliver a notice of FHA or VA costs or terms, if any, as specified by paragraph 5C(4)(C.A.R. Form RR);(iv)Deliververification, or a satisfactory verification if Seller reasonably disapproves of the verification already provided, as requiredbyparagraph 5B or 6A;(v)Deliver a letter as required by paragraph 6B;(vi)In writing assume or accept leases or liens specified in paragraph 8G;(vii)Return Statutory and Other Disclosures as required by paragraph 11F;(viii)Cooperatewith the title company's effort to comply with the GTO as required by paragraph 13E;(ix)Sign or initial a separate liquidateddamages form for an increased deposit as required by paragraphs 5A(2)and 29;(x)Provide evidence of authority to Sign in arepresentative capacity as specified in paragraph 28; or (xi)Perform any additional Buyer contractual obligation(s) included in this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer andother expenses already paid by Escrow Holder pursuant to this Agreement prior to Seller's cancellation.(3)SELLER RIGHT TO CANCEL; SELLER CONTINGENCIES:Seller may cancel this Agreement by good faith exercise of any Seller contingency included in this Agreement, or Otherwise Agreed, so long as that contingency has not alreadybeen removed or waived in writing.D. BUYER RIGHT TO CANCEL:(1)BUYER RIGHT TO CANCEL; SELLER CONTINGENCIES:If, by the time specified in this Agreement, Seller does not Deliver to Buyer a removal of the applicable contingency or cancellation of this Agreement, then Buyer, after firstDelivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP), may cancel this Agreement. In such event, Sellershall authorize the return of Buyer's deposit, except for fees incurred by Buyer and other expenses already paid byEscrow Holder pursuant to this Agreement prior to Buyer's cancellation. (2)BUYER RIGHT TO CANCEL; SELLER CONTRACT OBLIGATIONS:If, by the time specified, Seller has not Delivered any item specified in paragraph 3N(1)or Seller has not performed any Seller contractual obligation included in this Agreementby the time specified, Buyer, after first Delivering to Seller a Notice to Seller to Perform, may cancel this Agreement.(3)BUYER RIGHT TO CANCEL; BUYER CONTINGENCIES:Buyer may cancel this Agreement by good faith exercise ofany Buyer contingency included in paragraph 8, or Otherwise Agreed, so long as that contingency has not already been removed in writing. RPA REVISED 12/22 (PAGE 10 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 10 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date:E. NOTICE TO BUYER OR SELLER TO PERFORM:The Notice to Buyer to Perform or Notice to Seller to Perform shall:(i)be inwriting;(ii)be Signed by the applicable Buyer or Seller; and (iii)give the other Party at least 2 Days after Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A Notice to Buyer to Perform or Noticeto Seller to Perform may not be Delivered any earlier than 2 Days prior to the Scheduled Performance Day to remove a contingencyor cancel this Agreement or meet an obligation specified in paragraph 14, whether or not the Scheduled Performance Day fallson a Saturday, Sunday or legal holiday. If a Notice to Buyer to Perform or Notice to Seller to Perform is incorrectly Delivered or specifies a time less than the agreed time, the notice shall be deemed invalid and void, and Seller or Buyer shall be required toDeliver a new Notice to Buyer to Perform or Notice to Seller to Perform with the specified timeframe.F. EFFECT OF REMOVAL OF CONTINGENCIES:(1)REMOVAL OF BUYER CONTINGENCIES:If Buyer removes any contingency or cancellation rights, unless OtherwiseAgreed, Buyer shall conclusively be deemed to have:(i)completed all Buyer Investigations, and review of Reports and other applicable information and disclosures pertaining to that contingency or cancellation right;(ii)elected to proceedwith the transaction; and (iii)assumed all liability, responsibility and expense for the non-delivery of any Reports,disclosures or information outside of Seller's control and for any Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing.(2)REMOVAL OF SELLER CONTINGENCIES:If Seller removes any contingency or cancellation rights, unless OtherwiseAgreed, Seller shall conclusively be deemed to have:(i)satisfied themselves regarding such contingency,(ii)elected toproceed with the transaction; and (iii)given up any right to cancel this Agreement based on such contingency.G. DEMAND TO CLOSE ESCROW:Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a Demand to Close Escrow (C.A.R.Form DCE). The DCE shall:(i)be Signed by the applicable Buyer or Seller; and (ii)give the other Party at least 3 Days afterDelivery to close escrow. A DCE may not be Delivered any earlier than 3 Days prior to the Scheduled Performance Day for the Close Of Escrow. If a DCE is incorrectly Delivered or specifies a time less than the above timeframe, the DCE shall bedeemed invalid and void, and Seller or Buyer shall be required to Deliver a new DCE.H. EFFECT OF CANCELLATION ON DEPOSITS:If Buyer or Seller gives written notice of cancellation pursuant to rights dulyexercised under the terms of this Agreement, the Parties agree to Sign and Deliver mutual instructions to cancel the sale andescrow and release deposits, if any, to the Party entitled to the funds, less (i)fees and costs paid by Escrow Holder on behalf of that Party, if required by this Agreement; and (ii)any escrow fee charged to that party. Fees and costs may be payable toservice providers and vendors for services and products provided during escrow. A release of funds will require mutual Signedrelease instructions from the Parties, judicial decision or arbitration award.A Party may be subject to a civil penalty of up to$1,000 for refusal to Sign cancellation instructions if no good faith dispute exists as to which Party is entitled to the deposited funds (Civil Code § 1057.3). Note: Neither Agents nor Escrow Holder are qualified to provide any opinionon whether either Party has acted in good faith or which Party is entitled to the deposited funds. Buyer and Seller areadvised to seek the advice of a qualified California real estate attorney regarding this matter.15. REPAIRS:Repairs shall be completed prior to final verification of condition unless Otherwise Agreed. Repairs to be performed at Seller's expense may be performed by Seller or through others, provided that the work complies with applicable Law, includinggovernmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials ofquality and appearance comparable to existing materials. Buyer acknowledges that exact restoration of appearance or cosmeticitems following all Repairs may not be possible. Seller shall:(i)obtain invoices and paid receipts for Repairs performed by others; (ii)prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii)provide Copies ofinvoices and paid receipts and statements to Buyer prior to final verification of condition.16. FINAL VERIFICATION OF CONDITION:Buyer shall have the right to make a final verification of the Property condition within thetime specified in paragraph 3J, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm:(i)the Property is maintained pursuant to paragraph 7B;(ii)Repairs have been completed as agreed; and (iii)Seller has complied with Seller's other obligationsunder this Agreement (C.A.R. Form VP).17. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS:Unless Otherwise Agreed, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, Seller rental paymentsto third parties, HOA regular assessments due prior to Close Of Escrow, premiums on insurance assumed by Buyer, paymentson bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment District bonds andassessments that are now a lien. Seller shall pay any HOA special or emergency assessments due prior to Close Of Escrow. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos andother Special Assessment District bonds and assessments and HOA special or emergency assessments that are due after Close OfEscrow. Property will be reassessed upon change of ownership. Any supplemental tax bills delivered to Escrow Holder prior to closingshall be prorated and paid as follows:(i)for periods after Close Of Escrow, by Buyer; and (ii)for periods prior to Close Of Escrow, by Seller (see C.A.R. Form SPT or SBSA for further information). Seller agrees all service fees, maintenance costs and utility bills willbe paid current up and through the date of Close Of Escrow. TAX BILLS AND UTILITY BILLS ISSUED AFTER CLOSE OF ESCROWSHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month.18. BROKERS AND AGENTS:A. COMPENSATION:Seller or Buyer, or both, as applicable, agree to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrowdoes not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. If Seller agrees to payBuyer's Broker (see paragraph 3G(3)), Seller shall be entitled to a copy of the written portion of the compensation agreement between Buyer and Buyer's Broker identifying the compensation to be paid. See C.A.R. Form SPBB for further information.B. SCOPE OF DUTY:Buyer and Seller acknowledge and agree that Agent:(i)Does not decide what price Buyer should pay orSeller should accept;(ii)Does not guarantee the condition of the Property;(iii)Does not guarantee the performance, adequacy orcompleteness of inspections, services, products or repairs provided or made by Seller or others;(iv)Does not have an obligationto conduct an inspection of common areas or areas off the site of the Property;(v)Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessibleareas of the Property or are known to Agent;(vi)Shall not be responsible for inspecting public records or permits concerning thetitle or use of Property;(vii)Shall not be responsible for identifying the location of boundary lines or other items affecting title;(viii) Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports,Multiple Listing Service, advertisements, flyers or other promotional material;(ix)Shall not be responsible for determining the fairmarket value of the Property or any personal property included in the sale;(x)Shall not be responsible for providing legal or taxadvice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi)Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity.Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals. RPA REVISED 12/22 (PAGE 11 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 11 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date:19. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructionsof Buyer and Seller to Escrow Holder,which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow:paragraphs 1, 3A, 3B, 3D-G, 3N(2), 3Q, 3R, 4A, 4B, 5A(1-2) 5D, 5E,10B(2)(A), 10B(3), 10C, 11H, 11L(2), 13 (except 13D), 14H, 17, 18A, 19, 23, 25, 27, 28, 32, 33, and paragraph 3 of the Real Estate Brokers Section.If a Copy of the separate compensation agreement(s) provided for in paragraph 18A or paragraph 3of the Real Estate Brokers Section is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s).The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned.B.Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder. To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations ofEscrow Holder only. Buyer and Seller shall Sign and return Escrow Holder's general provisions or supplemental instructions within the time specified in paragraph 3N(2). Buyer and Seller shall execute additional instructions, documents and formsprovided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 3,8,10,11, or elsewhere in this Agreement. C.A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days afterAcceptance. Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyerand Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title Company when received from Seller, if a separate company is providing title insurance. IfSeller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 11H, Escrow Holder shall deliver to Buyer, Buyer's Agent, and Seller's Agent a Qualified Substitute statement that complies with federal Law. If EscrowHolder's Qualified Substitute statement does not comply with federal law, the Parties instruct escrow to withhold all applicable required amounts under paragraph 11H.D.Agents are not a party to the escrow, except for Brokers for the sole purpose of compensation pursuant to paragraph 18A and paragraph 3 of the Real Estate Brokers Section. If a Copy of the separate compensation agreement(s) provided for in either ofthose paragraphs is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s).Buyer and Sellerirrevocably assign to Brokers compensation specified in paragraph 18A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructionscan be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement.E.Buyer and Seller acknowledge that Escrow Holder may require invoices for expenses under this Agreement. Buyer and Seller, upon request by Escrow Holder, within 3 Days or within a sufficient time to close escrow, whichever is sooner, shall provideany such invoices to Escrow Holder. F.Upon receipt, Escrow Holder shall provide Buyer, Seller, and each Agent verification of Buyer's deposit of funds pursuant toparagraphs 5A(1) and 5A(2). Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify each Agent:(i)if Buyer's initial or any additional deposit or down payment is not made pursuant to this Agreement, or isnot good at time of deposit with Escrow Holder; or (ii)if Buyer and Seller instruct Escrow Holder to cancel escrow. G.A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall bedelivered to Escrow Holder within 3 Days after mutual execution of the amendment. 20. SELECTION OF SERVICE PROVIDERS:Agents do not guarantee the performance of any vendors, service or product providers(“Providers”), whether referred by Agent or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing.21. MULTIPLE LISTING SERVICE (“MLS”):Agents are authorized to report to the MLS that an offer has been accepted and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminatedto persons and entities authorized to use the information on terms approved by the MLS. Buyer acknowledges that:(i)any pictures, videos, floor plans (collectively, “Images”) or other information about the Property that has been or will be inputted into the MLS orinternet portals, or both, at the instruction of Seller or in compliance with MLS rules, will not be removed after Close Of Escrow;(ii) California Civil Code § 1088(c) requires the MLS to maintain such Images and information for at least three years and as a resultthey may be displayed or circulated on the Internet, which cannot be controlled or removed by Seller or Agents; and (iii)Seller, Seller's Agent, Buyer's Agent, and MLS have no obligation or ability to remove such Images or information from the Internet.22. ATTORNEY FEES AND COSTS:In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non-prevailing Buyer or Seller, exceptas provided in paragraph 30A. 23. ASSIGNMENT/NOMINATION:Buyer shall have the right to assign all of Buyer's interest in this Agreement to Buyer's own trust orto any wholly owned entity of Buyer that is in existence at the time of such assignment. Otherwise, Buyer shall not assign all or any part of Buyer's interest in this Agreement without first having obtained the separate written consent of Seller to a specifiedassignee. Such consent shall not be unreasonably withheld. Prior to any assignment, Buyer shall disclose to Seller the name of the assignee and the amount of any monetary consideration between Buyer and assignee. Buyer shall provide assignee with alldocuments related to this Agreement including, but not limited to, the Agreement and any disclosures. If assignee is a wholly owned entity or trust of Buyer, that assignee does not need to re-sign or initial all documents provided. Whether or not anassignment requires seller's consent, at the time of assignment, assignee shall deliver a letter from assignee's lender that assignee is prequalified or preapproved as specified in paragraph 6B. Should assignee fail to deliver such a letter, Seller, after first givingAssignee an Notice to Buyer to Perform, shall have the right to terminate the assignment. Buyer shall, within the time specified in paragraph 3K, Deliver any request to assign this Agreement for Seller's consent. If Buyer fails to provide the required informationwithin this time frame, Seller's withholding of consent shall be deemed reasonable. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement unless Otherwise Agreed by Seller (C.A.R. Form AOAA). Parties shallprovide any assignment agreement to Escrow Holder within 1 Day after the assignment. Any nomination by Buyer shall be subject to the same procedures, requirements, and terms as an assignment as specified in this paragraph.24. EQUAL HOUSING OPPORTUNITY:The Property is sold in compliance with federal, state and local anti-discrimination Laws. RPA REVISED 12/22 (PAGE 12 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 12 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date:25. DEFINITIONS and INSTRUCTIONS:The following words are defined terms in this Agreement, shall be indicated by initial capitalletters throughout this Agreement, and have the following meaning whenever used:A. “Acceptance”means the time the offer or final counter offer is fully executed, in writing, by the recipient Party and isDelivered to the offering Party or that Party's Authorized Agent.B. “Agent”means the Broker, salesperson, broker-associate or any other real estate licensee licensed under the brokerage firmidentified in paragraph 2B.C.“Agreement”means this document and any counter offers and any incorporated addenda or amendments, collectively forming the binding agreement between the Parties. Addenda and amendments are incorporated only when Signed andDelivered by all Parties.D.“As-Is”condition: Seller shall disclose known material facts and defects as specified in this Agreement. Buyer has the right to inspect the Property and, within the time specified, request that Seller make repairs or take other corrective action, or exerciseany contingency cancellation rights in this Agreement. Seller is only required to make repairs specified in this Agreement or asOtherwise Agreed.E. “Authorized Agent”means an individual real estate licensee specified in the Real Estate Broker Section.F. “C.A.R. Form”means the most current version of the specific form referenced or another comparable form agreed to by the Parties.G.“Close Of Escrow”, including “COE”, means the date the grant deed, or other evidence of transfer of title, is recorded for anyreal property, or the date of Delivery of a document evidencing the transfer of title for any non-real property transaction.H. “Copy”means copy by any means including photocopy, facsimile and electronic. I. Counting Days is done as follows unless Otherwise Agreed: (1) The first Day after an event is the first full calendar datefollowing the event, and ending at 11:59 pm. For example, if a Notice to Buyer to Perform (C.A.R. form NBP) is Delivered at 3pm on the 7th calendar day of the month, or Acceptance of a counter offer is personally received at 12 noon on the 7th calendar day of the month, then the 7th is Day “0” for purposes of counting days to respond to the NBP or calculating theClose Of Escrow date or contingency removal dates and the 8th of the month is Day 1 for those same purposes. (2) Allcalendar days are counted in establishing the first Day after an event. (3) All calendar days are counted in determining thedate upon which performance must be completed, ending at 11:59 pm on the last day for performance (“Scheduled Performance Day”). (4) After Acceptance, if the Scheduled Performance Day for any act required by this Agreement, includingClose Of Escrow, lands on a Saturday, Sunday, or Legal Holiday, the performing party shall be allowed to perform on the nextday that is not a Saturday, Sunday or Legal Holiday (“Allowable Performance Day”), and ending at 11:59 pm. “Legal Holiday”shall mean any holiday or optional bank holiday under Civil Code §§ 7 and 7.1, any holiday under Government Code § 6700. (5) For the purposes of COE, any day that the Recorder's office in the County where the Property is located is closed or anyday that the lender or Escrow Holder under this Agreement is closed, the COE shall occur on the next day the Recorder'soffice in that County, the lender, and the Escrow Holder is open. (6) COE is considered Day 0 for purposes of counting daysSeller is allowed to remain in possession, if permitted by this Agreement.J. “Day"or "Days”means calendar day or days. However, delivery of deposit to escrow is based on business days. K. “Deliver”, “Delivered” or “Delivery”of documents, unless Otherwise Agreed, means and shall be effective upon personalreceipt of the document by Buyer or Seller or their Authorized Agent. Personal receipt means (i)a Copy of the document, or asapplicable, link to the document, is in the possession of the Party or Authorized Agent, regardless of the Delivery method used(i.e. e-mail, text, other), or (ii)an Electronic Copy of the document, or as applicable, link to the document, has been sent to any of the designated electronic delivery addresses specified in the Real Estate Broker Section on page 16. After Acceptance, Agentmay change the designated electronic delivery address for that Agent by, in writing, Delivering notice of the change in designatedelectronic delivery address to the other Party. Links could be, for example, to DropBox or GoogleDrive or other functionally equivalent program. If the recipient of a link is unable or unwilling to open the link or download the documents or otherwise prefersDelivery of the documents directly, Recipient of a link shall notify the sender in writing, within 3 Days after Delivery of the link(C.A.R. Form RFR). In such case, Delivery shall be effective upon Delivery of the documents and not the link. Failure to notifysender within the time specified above shall be deemed consent to receive, and Buyer opening, the document by link.L. “Electronic Copy” or “Electronic Signature”means, as applicable, an electronic copy or signature complying with California Law. Unless Otherwise Agreed, Buyer and Seller agree to the use of Electronic Signatures. Buyer and Seller agreethat electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without theknowledge and consent of the other Party.M.“Law”means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency.N. "Legally Authorized Signer"means an individual who has authority to Sign for the principal as specified in paragraph 32 orparagraph 33.O. “Otherwise Agreed”means an agreement in writing, signed by both Parties and Delivered to each. P. “Repairs”means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Propertyprovided for under this Agreement.Q. "Sign" or “Signed”means either a handwritten or Electronic Signature on an original document, Copy or any counterpart.26. TERMS AND CONDITIONS OF OFFER:This is an offer to purchase the Property on the terms and conditions herein. The individual Liquidated Damages and Arbitration of Disputes paragraphs are incorporated in this Agreement if initialed by all Partiesor if incorporated by mutual agreement in a Counter Offer or addendum.If at least one but not all Parties initial, a Counter Offeris required until agreement is reached.Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance and to market the Property for backup offers after Acceptance. The Parties have readand acknowledge receipt of a Copy of the offer and agree to the confirmation of agency relationships. If this offer is accepted andBuyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and anysupplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. By signing this offer or any document in the transaction, the Party Signing the document isdeemed to have read the document in its entirety.27. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES:Time is of the essence. All understandings between the Parties areincorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter and may not be contradicted by evidence of any prior agreement or contemporaneousoral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless begiven full force and effect. Except as Otherwise Agreed, this Agreement shall be interpreted, and disputes shall be resolved inaccordance with the Laws of the State of California.Neither this Agreement nor any provision in it may be extended,amended, modified, altered or changed, except in writing Signed by Buyer and Seller. RPA REVISED 12/22 (PAGE 13 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 13 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date: 28. LEGALLY AUTHORIZED SIGNER:Wherever the signature or initials of the Legally Authorized Signer identified in paragraph 32or33appear on this Agreement or any related documents, it shall be deemed to be in a representative capacity for the entitydescribed and not in an individual capacity, unless otherwise indicated. The Legally Authorized Signer (i)represents that the entity for which that person is acting already exists and is in good standing to do business in California and (ii)shall Deliver to the otherParty and Escrow Holder, within the time specified in paragraph 3N(5), evidence of authority to act in that capacity (such as butnot limited to: applicable portion of the trust or Certification Of Trust (Probate Code § 18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). 29. LIQUIDATED DAMAGES (By initialing in the space below, you are agreeing to Liquidated Damages):If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages,the deposit actually paid. If the Property is a dwelling with no more than four units, one of which Buyerintends to occupy, then the amount retained shall be no more than 3% of the purchase price. Any excess shall be returned to Buyer. Release of funds will require mutual, Signed release instructions from both Buyerand Seller, judicial decision or arbitration award. AT THE TIME OF ANY INCREASED DEPOSIT BUYER ANDSELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASEDDEPOSIT AS LIQUIDATED DAMAGES (C.A.R. FORM DID). Buyer's Initials / Seller's Initials / 30. MEDIATION:A.The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, beforeresorting to arbitration or court action. The mediation shall be conducted through the C.A.R. Real Estate Mediation Center forConsumers(www.consumermediation.org)or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Agents(s), who, in writing, agree to such mediation priorto, or within a reasonable time after, the dispute or claim is presented to the Agent.Mediation fees, if any, shall be dividedequally among the Parties involved, and shall be recoverable under the prevailing party attorney fees clause. If, for any disputeor claim to which this paragraph applies, any Party (i)commences an action without first attempting to resolve the matter through mediation, or (ii)before commencement of an action, refuses to mediate after a request has been made, then that Party shall notbe entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATIONPROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.B. ADDITIONAL MEDIATION TERMS: (i) Exclusions from this mediation agreement are specified in paragraph 31B; (ii) The obligation to mediate does not preclude the right of either Party to seek a preservation of rights underparagraph 31C; and (iii) Agent's rights and obligations are further specified in paragraph 31D. These terms applyeven if the Arbitration of Disputes paragraph is not initialed. 31. ARBITRATION OF DISPUTES: A. The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or anyresulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. TheParties also agree to arbitrate any disputes or claims with Agents(s), who, in writing, agree to such arbitration priorto, or within a reasonable time after, the dispute or claim is presented to the Agent. The arbitration shall be conducted through any arbitration provider or service mutually agreed to by the Parties. The arbitrator shall be aretired judge or justice, or an attorney with at least 5 years of residential real estate Law experience, unless theParties mutually agree to a different arbitrator. Enforcement of, and any motion to compel arbitration pursuant to, thisagreement to arbitrate shall be governed by the procedural rules of the Federal Arbitration Act, and not the California Arbitration Act, notwithstanding any language seemingly to the contrary in this Agreement. The Parties shall have theright to discovery in accordance with Code of Civil Procedure § 1283.05. The arbitration shall be conducted inaccordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may beentered into any court having jurisdiction. B. EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) Any matter that is within thejurisdiction of a probate, small claims or bankruptcy court; (ii) an unlawful detainer action; and (iii) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land salecontract as defined in Civil Code § 2985. C. PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitrationprovisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enablethe recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisionalremedies, provided the filing party concurrent with, or immediately after such filing makes a request to the court for a stay of litigation pending any applicable mediation or arbitration proceeding; or (iii) the filing of a mechanic's lien.D. AGENTS: Agents shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing.Any Agents(s) participating in mediation or arbitration shall not be deemed a party to this Agreement. E.“NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BYNEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTSYOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALINGIN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOUMAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVILPROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.” “WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISINGOUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION.” Buyer's Initials / Seller's Initials / RPA REVISED 12/22 (PAGE 14 OF 16)Buyer's Initials / Seller's Initials / CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 14 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date: 32. BUYER'S OFFER A. EXPIRATION OF OFFER:This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless by the date and time specified in paragraph 3C, the offer is Signed by Seller and a Copy of the Signed offer is Delivered to Buyer or Buyer's Authorized Agent.Seller has no obligation to respond to an offer made. B. ENTITY BUYERS: (Note: If this paragraph is completed, a Representative Capacity Signature Disclosure (C.A.R. Form RCSD) is not required for the Legally Authorized Signers designated below.) (1) One or more Buyers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity. (2) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 28 for additional terms. (3) The name(s) of the Legally Authorized Signer(s) is/are: , . (4) If a trust, identify Buyer as trustee(s) of the trust or by simplified trust name (ex. John Doe, co-trustee, Jane Doe, co-trustee or Doe Revocable Family Trust). (5) If the entity is a trust or under probate, the following is the full name of the trust or probate case, including case #: . C.The RPA has 16 pages. Buyer acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement. D. BUYER SIGNATURE(S): (Signature) By,Date: Printed name of BUYER: Printed Name of Legally Authorized Signer: Title, if applicable, (Signature) By,Date: Printed name of BUYER: Printed Name of Legally Authorized Signer: Title, if applicable, IF MORE THAN TWO SIGNERS, USE Additional Signature Addendum (C.A.R. Form ASA). 33. ACCEPTANCE A. ACCEPTANCE OF OFFER:Seller warrants that Seller is the owner of the Property or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions. Seller has read and acknowledges receipt of a Copy of this Agreement and authorizes Agent to Deliver a Signed Copy to Buyer. Seller's acceptance is subject to the attached Counter Offer or Back-Up Offer Addendum, or both, checked below. Seller shall return and include the entire agreement with any response. Seller Counter Offer (C.A.R. Form SCO or SMCO) Back-Up Offer Addendum (C.A.R. Form BUO) B. Entity Sellers: (Note: If this paragraph is completed, a Representative Capacity Signature Disclosure form (C.A.R. Form RCSD) is not required for the Legally Authorized Signers designated below.) (1) One or more Sellers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity. (2) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 28 for additional terms. (3) The name(s) of the Legally Authorized Signer(s) is/are: , . (4) If a trust, identify Seller as trustee(s) of the trust or by simplified trust name (ex. John Doe, co-trustee, Jane Doe, co-trustee or Doe Revocable Family Trust). (5) If the entity is a trust or under probate, the following is the full name of the trust or probate case, including case #: . C.The RPA has 16 pages. Seller acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement. D. SELLER SIGNATURE(S): (Signature) By,Date: Printed name of SELLER: Printed Name of Legally Authorized Signer: Title, if applicable, (Signature) By,Date: Printed name of SELLER: Printed Name of Legally Authorized Signer: Title, if applicable, IF MORE THAN TWO SIGNERS, USE Additional Signature Addendum (C.A.R. Form ASA). OFFER NOT ACCEPTED: /No Counter Offer is being made. This offer was not accepted by Seller (date) Seller's Initials RPA REVISED 12/22 (PAGE 15 OF 16) CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 15 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 Coastal Capital Homes LLC Owner of Record 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Property Address: Date: REAL ESTATE BROKERS SECTION: 1. Real Estate Agents are not parties to the Agreement between Buyer and Seller. 2. Agency relationships are confirmed as stated in paragraph 2. 3. Cooperating Broker Compensation:Seller's Broker agrees to pay Buyer's Broker and Buyer's Broker agrees to accept, out of Seller's Broker's proceeds in escrow, the amount specified in the MLS, provided Buyer's Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Seller's Broker and Buyer's Broker are not both Participants of the MLS, or a reciprocal MLS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement (C.A.R. Form CBC). Declaration of License and Tax (C.A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists. 4. Presentation of Offer:Pursuant to the National Association of REALTORS® Standard of Practice 1-7, if Buyer's Agent makes a written request, Seller's Agent shall confirm in writing that this offer has been presented to Seller. 5. Agents' Signatures and designated electronic delivery address: A.Buyer's Brokerage Firm Lic. # By Lic. # Date By Lic. # Date Address City State Zip Email Phone # More than one agent from the same firm represents Buyer. Additional Agent Acknowledgement (C.A.R. Form AAA) attached. More than one brokerage firm represents Buyer. Additional Broker Acknowledgement (C.A.R. Form ABA) attached. Designated Electronic Delivery Address(es) (Check all that apply): Email above; Text to Phone # above; Alternate: B.Seller's Brokerage Firm Lic. # By Lic. # Date By Lic. # Date Address City State Zip Email Phone # More than one agent from the same firm represents Seller. Additional Agent Acknowledgement (C.A.R. Form AAA) attached. More than one brokerage firm represents Seller. Additional Broker Acknowledgement (C.A.R. Form ABA) attached. Designated Electronic Delivery Address(es) (To be filled out by Seller's Agent) (Check all that apply): Email above; Text to Phone # above; Alternate: ____________________________________________________ ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of $ ), Counter Offernumbers and , and agrees to act as Escrow Holder subject to paragraph 19 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions. Escrow Holder is advised by that the date of Acceptance of the Agreement is Escrow Holder Escrow # By Date Address Phone/Fax/E-mail Escrow Holder has the following license number # Department of Financial Protection and Innovation, Department of Insurance, Department of Real Estate. PRESENTATION OF OFFER:/Seller's Brokerage Firm presented this offer to Seller on (date). Agent or Seller Initials Buyer's Initials / Seller's Initials / © 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 RPA REVISED 12/22 (PAGE 16 OF 16) CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (RPA PAGE 16 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 February 1, 2024 Fair Trade Real Estate 02190978 Mersad Hatami 02145333 18881 Von Karman Suit 225 Irvine CA 92612 mersad@ftreca.com Westridge Commercial Inc.01353256 Mohammed Baghdadi 01198843 23101 Moulton Pky, Suite 210 Laguna Hills CA 92653 mb@wci1.net 96DBO-112022 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE BUYER'S INVESTIGATION ADVISORY (C.A.R. Form BIA, Revised 12/21) Property Address 1. IMPORTANCE OF PROPERTY INVESTIGATION:The physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal, practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation. A general physical inspection typically does not cover all aspects of the Property nor items affecting the Property that are not physically located on the Property. If the professionals recommend further investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified experts to conduct such additional investigations. 2. BROKER OBLIGATIONS:Brokers do not have expertise in all areas and therefore cannot advise you on many items, such as those listed below. If Broker gives you referrals to professionals, Broker does not guarantee their performance.3.YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE FOLLOWING. IF YOU DO NOT DO SO, YOU ARE ACTING AGAINST THE ADVICE OF BROKERS. A. GENERAL CONDITION OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS:Foundation, roof (condition, age, leaks, useful life), plumbing, heating, air conditioning, electrical, mechanical, security, pool/spa (cracks, leaks, operation), other structural and non-structural systems and components, fixtures, built-in appliances, any personal property included in the sale, and energy efficiency of the Property. B. SQUARE FOOTAGE, AGE, BOUNDARIES:Square footage, room dimensions, lot size, age of improvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have not been verified by Seller and cannot be verified by Brokers. Fences, hedges, walls, retaining walls and other barriers or markers do not necessarily identify true Property boundaries. C.WOOD DESTROYING PESTS:Presence of, or conditions likely to lead to the presence of wood destroying pests and organisms.D. SOIL STABILITY:Existence of fill or compacted soil, expansive or contracting soil, susceptibility to slippage, settling or movement, and the adequacy of drainage. E. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTS; WASTE DISPOSAL:Water and utility availability, use restrictions and costs. Water quality, adequacy, condition, and performance of well systems and components. The type, size, adequacy, capacity and condition of sewer and septic systems and components, connection to sewer, and applicable fees.F. ENVIRONMENTAL HAZARDS:Potential environmental hazards, including, but not limited to, asbestos, lead- based paint and other lead contamination, radon, methane, other gases, fuel oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, materials, products, or conditions (including mold (airborne, toxic or otherwise), fungus or similar contaminants). G. EARTHQUAKES AND FLOODING:Susceptibility of the Property to earthquake/seismic hazards and propensity of the Property to flood.H.FIRE, HAZARD, AND OTHER INSURANCE:The availability and cost of necessary or desired insurance may vary. The location of the Property in a seismic, flood or fire hazard zone, and other conditions, such as the age of the Property and the claims history of the Property and Buyer, may affect the availability and need for certain types of insurance. Buyer should explore insurance options early as this information may affect other decisions, including the removal of loan and inspection contingencies.I.BUILDING PERMITS, ZONING, GOVERNMENTAL REQUIREMENTS, AND ADDRESS:Permits, inspections, certificates, zoning, other governmental limitations, restrictions, and requirements affecting the current or future use of the Property, its development or size. Postal/mailing address and zip code may not accurately reflect the city which has jurisdiction over the property.J.RENTAL PROPERTY RESTRICTIONS:The State, some counties, and some cities impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants, and the right of a landlord to terminate a tenancy. Deadbolt or other locks and security systems for doors and windows, including window bars, should be examined to determine whether they satisfy legal requirements. K. SECURITY AND SAFETY:State and local Law may require the installation of barriers, access alarms, self- latching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs, as well as various fire safety and other measures concerning other features of the Property. © 2021, California Association of REALTORS®, Inc. BIA REVISED 12/21 (PAGE 1 OF 2) BUYER'S INVESTIGATION ADVISORY (BIA PAGE 1 OF 2) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 4197 Ironwood Avenue S, Seal Beach, CA 90740 Fair Trade Real Estate, 281 N SYCAMORE ST Santa Ana CA 92701 9493025590 4197 Ironwood Mersad Hatami Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE L. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS:Neighborhood or area conditions, including schools, law enforcement, crime statistics, registered felons or offenders, fire protection, other government services, availability, adequacy and cost of internet connections or other technology services and installations, commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. By signing below, Buyers acknowledge that they have read, understand, accept and have received a Copy of this Advisory. Buyers are encouraged to read it carefully. Buyer Date Buyer Date © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 BIA REVISED 12/21 (PAGE 2 OF 2) BUYER'S INVESTIGATION ADVISORY (BIA PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Coastal Capital Homes LLC 4197 Ironwood Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE FAIR APPRAISAL ACT ADDENDUM (C.A.R. Form FAAA, 6/22) The following terms and conditions are hereby incorporated in and made a part of the Purchase Agreement, OR Other (“Agreement”), dated , on property known as ("Property"), in which is referred to as (“Seller”) and is referred to as (“Buyer”). Any appraisal of the property is required to be unbiased, objective, and not influenced by improper or illegal considerations, including, but not limited to, any of the following: race, color, religion (including religious dress, grooming practices, or both), gender (including, but not limited to, pregnancy, childbirth, breastfeeding, and related conditions, and gender identity and gender expression), sexual orientation, marital status, medical condition, military or veteran status, national origin (including language use and possession of a driver's license issued to persons unable to provide their presence in the United States is authorized under federal law), source of income, ancestry, disability (mental and physical, including, but not limited to, HIV/ AIDS status, cancer diagnosis, and genetic characteristics), genetic information, or age. If a buyer or seller believes that the appraisal has been influenced by any of the above factors, the seller or buyer can report this information to the lender or mortgage broker that retained the appraiser and may also file a complaint with the Bureau of Real Estate Appraisers at https://www2.brea.ca.gov/complaint/ or call (916) 552-9000 for further information on how to file a complaint. By signing below, Buyer and Seller has each read, understands and acknowledges receipt of a copy of this Fair Appraisal Act Addendum. Buyer Date Buyer Date Seller Date Seller Date © 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 FAAA 6/22 (PAGE 1 OF 1) FAIR APPRAISAL ACT ADDENDUM (FAAA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 02/01/2024 4197 Ironwood Avenue S, Seal Beach, CA 90740 Owner of Record Coastal Capital Homes LLC Coastal Capital Homes LLC Owner of Record Fair Trade Real Estate, 281 N SYCAMORE ST Santa Ana CA 92701 9493025590 4197 Ironwood Mersad Hatami Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE CALIFORNIA CONSUMER PRIVACY ACT ADVISORY, DISCLOSURE AND NOTICE (C.A.R. Form CCPA, Revised 12/22) The California Consumer Privacy Act (commencing with Civil Code § 1798.100) (“CCPA”), as amended by California voters in 2020, grants to California residents certain rights in their private, personal information (“PI”) that is collected by companies with whom they do business. Under the CCPA, PI is defined broadly to encompass non-public records information that could reasonably be linked directly or indirectly to you. PI could potentially include photographs of, or sales information about, your property. During the process of buying and selling real estate your PI will be collected and likely shared with others, including real estate licensees, a Multiple Listing Service, real estate internet websites, service providers, lenders, and title and escrow companies, to name several possibilities. Businesses that are covered by the CCPA are required to grant you various rights in your PI, including the right to know what PI is collected, the right to know what PI is sold or shared and to whom, the right to request that the business correct or delete your PI, the right to “opt out” or stop the transfer of your PI to others, and the right to limit the use of certain PI which is considered “sensitive.” You may get one or more notices regarding your CCPA rights from businesses you interact with in a real estate transaction. However, not all businesses that receive or share your PI are obligated to comply with the CCPA. Moreover, businesses that are otherwise covered under the CCPA may have a legal obligation to maintain PI, notwithstanding your instruction to the contrary. For instance, regardless of whether they are covered by CCPA, under California law, brokers and Multiple Listing Services are required to maintain their records for 3 years. If you wish to exercise your rights under CCPA, where applicable, you should contact the respective business directly. You can obtain more information about the CCPA and your rights under the law from the State of California Department of Justice (oag.ca.gov/privacy/ccpa). Additionally, the California Privacy Protection Agency is authorized to promulgate regulations which may further clarify requirements of the CCPA (cppa.ca.gov/regulations/). I/we acknowledge receipt of a copy of this California Consumer Privacy Act Advisory, Disclosure and Notice. Buyer/Seller/Landlord/Tenant Date Buyer/Seller/Landlord/Tenant Date © 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the CaliforniaAssociation of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 CCPA REVISED 12/22 (PAGE 1 OF 1) CALIFORNIA CONSUMER PRIVACY ACT ADVISORY (CCPA PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Coastal Capital Homes LLC Fair Trade Real Estate, 281 N SYCAMORE ST Santa Ana CA 92701 9493025590 4197 Ironwood Mersad Hatami Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE ADDENDUM No. (C.A.R. Form ADM, Revised 12/21) The following terms and conditions are hereby incorporated in and made a part of the Purchase Agreement, OR Residential Lease or Month-to-Month Rental Agreement, Transfer Disclosure Statement (Note: An amendment to the TDS may give the Buyer a right to rescind), Other , dated , on property known as (“Property/Premises”), in which is referred to as ("Buyer/Tenant") and is referred to as ("Seller/Landlord"). Buyer/Tenant and Seller/Landlord are referred to as the “Parties.” The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this Addendum. Buyer/Tenant Date Buyer/Tenant Date Seller/Landlord Date Seller/Landlord Date © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of thisform, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THECALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANYSPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAXADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from theCalifornia Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be usedonly by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by:REAL ESTATE BUSINESS SERVICES, LLC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020 ADM REVISED 12/21 (PAGE 1 OF 1) ADDENDUM (ADM PAGE 1 OF 1) Phone: Fax: Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 1 February 1, 2024 4197 Ironwood Avenue S Seal Beach, CA 90740 Coastal Capital Homes LLC Owner of Record 1. The buyer is purchasing the property as-is and in its present condition 2. Termite clearance waived 3. Seller(s) will NOT provide any credits or repairs to the buyer 4. Property to be delivered vacant at the close of escrow 5. Sale Must be approved by the Majority of the City Council. The City Council meets twice monthly, and staff report deadlines are two weeks in advance of the meeting. Qualified buyers can expect 3 weeks for closing timeline. Coastal Capital Homes LLC Owner of Record Fair Trade Real Estate, 281 N SYCAMORE ST Santa Ana CA 92701 9493025590 4197 Ironwood Mersad Hatami Authentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFEAuthentisign ID: C46835E4-198D-4BF9-921F-5CA9BDDA1AFE Agenda Item F AGENDA STAFF REPORT DATE:February 26, 2024 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Iris Lee, Director of Public Works SUBJECT:Awarding and Authorizing Execution of a Public Works Agreement with Hardy & Harper, Inc. for the FY 2023-24 Annual Local Paving Program, CIP STO2 ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7491: 1. Approving the plans, specifications, and contract documents for FY 2023- 24 Annual Local Paving Program, CIP STO2; and, 2. Approving and awarding a Public Works Agreement to Hardy & Harper, Inc. in the amount of $773,000, and rejecting all other bids; and, 3. Authorizing the City Manager to execute a Public Works Agreement for construction services to Hardy & Harper, Inc.; and, 4. Authorizing the City Manager to approve additional work requests up to $75,000 and inspection services up to $25,000, in connection with the Project, in the cumulative not-to-exceed amount of $100,000. BACKGROUND AND ANALYSIS: The City’s Annual Local Paving Program (“Project”) was budgeted in the FY 2023- 24 Capital Improvement Program to improve roadway conditions within the City. The work will generally include grinding the existing pavement and installing an asphalt overlay to extend the roadways’ serviceable life. Pursuant to the 2020 and 2022 Pavement Management Programs, the following streets were selected: 1. Bluebell Street – Almond Avenue to Birchwood Avenue 2. Banyan Avenue – Camelia Street to Columbine Street 3. Clover Circle – Almond Avenue to end of the cul-de-sac 4. Daisy Circle – Fir Avenue to end of the cul-de-sac 5. Heather Street – Elder Avenue to Lampson Avenue Page 2 1 7 3 5 6. Dogwood Avenue – Fuchsia Street to Marigold Street 7. Marigold Street – Dogwood Avenue to Candleberry Avenue 8. Rose Street – Hazelnut Avenue to Lampson Avenue 9. Primrose Street – Elder Avenue to Dogwood Avenue 10. Elder Avenue – Primrose Street to Violet Street 11. Wisteria Street – Ironwood Avenue to Dogwood Avenue 12. Ironwood Avenue – Wisteria Street to Tulip Street On January 31, 2024, the City Clerk’s office received eight (8) bids with the following results: Rank Contractor Total Base Bid Low Hardy & Harper, Inc.$ 773,000.00 2 Onyx Paving Company, Inc.$ 808,000.00 3 R.J. Noble Company $ 879,337.00 4 All American Asphalt $ 892,614.00 5 Dash Construction Company, Inc.$ 895,798.00 6 Sequel Contractors, Inc.$ 896,610.00 7 Copp Contracting, Inc.$ 943,512.00 8 Palp, Inc. dba Excel Paving $ 953,657.00 Based upon the references, qualifications, work experience, and cost, staff recommends deeming Hardy & Harper, Inc. (“Hardy & Harper”) as the lowest responsible bidder at $773,000 and awarding the Project to Hardy & Harper; and rejecting all other bids. The project plans are available in the City Engineer’s office. Staff further recommends authorizing the City Manager to approve additional work requests up to $75,000 and inspection services up to $25,000, in the cumulative not-to-exceed amount of $100,000. Construction is estimated to start in the Spring of 2024 and be completed within 30 working days following the Notice to Proceed. ENVIRONMENTAL IMPACT: This project complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under section 15301 Class 1, Subsection (c) of the CEQA Guidelines. LEGAL ANALYSIS: The City Attorney has reviewed the agreement and approved the resolution as to form. FINANCIAL IMPACT: Page 3 1 7 3 5 Sufficient funding has been allocated in the FY 2023-24 Capital Improvement Program budget for the FY 2023-24 Annual Local Paving Program, CIP STO2. No budget amendments are recommended. The table below presents the estimated breakdown of the Project’s construction cost: Description Amount Construction $ 773,000 Contingency $ 75,000 Inspection/Testing $ 25,000 Total $ 873,000 Any unspent funds will be returned to the original funding source. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. RECOMMENDATION: That the City Council adopt Resolution 7491: 1. Approving the plans, specifications, and contract documents for FY 2023- 24 Annual Local Paving Program, CIP ST02; and, 2. Approving and awarding a Public Works Agreement to Hardy & Harper, Inc. in the amount of $773,000, and rejecting all other bids; and, 3. Authorizing the City Manager to execute a Public Works Agreement for construction services to Hardy & Harper, Inc.; and, 4. Authorizing the City Manager to approve additional work requests up to $75,000 and inspection services up to $25,000, in connection with the Project, in the cumulative not-to-exceed amount of $100,000. SUBMITTED BY: NOTED AND APPROVED: Iris Lee Jill R. Ingram Iris Lee, Director of Public Works Jill R. Ingram, City Manager Prepared by: David Spitz, P.E. Associate Engineer Page 4 1 7 3 5 ATTACHMENTS: A. Resolution 7491 B. Agreement with Hardy & Harper, Inc. RESOLUTION 7491 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PUBLIC WORKS AGREEMENT WITH HARDY & HARPER, INC. FOR THE FY 2023-24 ANNUAL LOCAL PAVING PROGRAM, CIP STO2. WHEREAS, on January 10, 2024, the City issued a solicitation for bids for the FY 2023-24 Annual Local Paving Program, CIP STO2 (“Project”); and, WHEREAS, on January 31, 2024, the City Clerk’s office received eight (8) bids in response to the solicitation for bids, and Hardy & Harper, Inc. submitted the lowest responsible bid in the amount of $773,000; and, WHEREAS, upon reviewing the Notice Inviting Bids and Instructions to Bidders, the bids submitted for the work to be performed pursuant to the Agreement and the plans and specifications, the City Council finds that Hardy & Harper, Inc. is a qualified firm to perform the Project. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves the plans and specifications for the Project. SECTION 2. Based on the recitals set forth above, the City Council hereby awards a public works agreement to Hardy & Harper, Inc. for the Project in the not-to-exceed amount of $773,000, and rejects all other bids. SECTION 3. The City Council hereby authorizes and directs the City Manager to execute the public works agreement with Hardy & Harper, Inc. on behalf of the City. SECTION 4. The City Council hereby authorizes the City Manager to approve payments for additional work requests in connection with the Project in the cumulative not-to-exceed amount of $75,000. SECTION 5. The City Council hereby authorizes the City Manager to approve payments for inspection and testing in connection with the Project in the cumulative not-to-exceed amount of $25,000. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of February 2024 by the following vote: AYES: Council Members 8 7 6 5 NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7491 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of February 2024. Gloria D. Harper, City Clerk Agenda Item G AGENDA STAFF REPORT DATE:February 26, 2024 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Iris Lee, Director of Public Works SUBJECT:Awarding and Authorizing the Execution of a Public Works Agreement with Hardy & Harper, Inc. for the Almond Avenue Paving Project, CIP ST2201 ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7492: 1. Approving the plans, specifications, and contract documents for Almond Avenue Paving Project, CIP ST2201; and, 2. Approving and awarding a Public Works Agreement to Hardy & Harper, Inc. in the amount of $406,000, and rejecting all other bids; and, 3. Authorizing the City Manager to execute a Public Works Agreement for construction services to Hardy & Harper, Inc.; and, 4. Authorizing the City Manager to approve additional work requests up to $40,000 and inspection services up to $15,000, in connection with the Project, in the cumulative not-to-exceed amount of $55,000. BACKGROUND AND ANALYSIS: As part of the I-405 Widening Project, sections of the Almond Avenue wall were relocated, thereby reducing the width of Almond Avenue. A byproduct of the wall relocation was that overhead utilities also had to be relocated. Pursuant to City regulations, all new utility relocations in College Park East must be installed underground. Orange County Transportation Authority (“OCTA”) provided Almond Avenue pavement restoration funding via a Settlement Agreement to mitigate these utility undergrounding impacts. The City prepared plans for Almond Avenue pavement rehabilitation between the limits of the utility undergrounding and wall relocation work from Columbine Street to Sunflower Circle. The Project will generally include grinding the existing Page 2 1 7 3 7 pavement, installing an asphalt overlay, and constructing new ADA-compliant concrete curb ramps. On January 31, 2024, the City Clerk’s office received eight (8) bids with the following results: Rank Contractor Total Base Bid Low Hardy & Harper, Inc.$ 406,000.00 2 Dash Construction Company, Inc.$ 457,782.50 3 Sequel Contractors, Inc.$ 484,538.00 4 RJ Noble Company $ 497,501.60 5 Onyx Paving Company, Inc.$ 505,000.00 6 All American Asphalt $ 506,498.00 7 L.M.T Enterprises, Inc. dba Tyner Paving $ 532,217.60 8 Palp, Inc. dba Excel Paving $ 533,473.30 Based upon the references, qualifications, work experience, and cost, staff recommends deeming Hardy & Harper, Inc. (“Hardy & Harper”) as the lowest responsible bidder at $406,000 and awarding the Almond Avenue Paving Project to Hardy & Harper; and rejecting all other bids. The project plans are available in the City Engineer’s office. Staff further recommends authorizing the City Manager to approve additional work requests up to $40,000 and inspection services up to $15,000, in the cumulative not-to-exceed amount of $55,000. Construction is estimated to start in the Spring of 2024 and be completed within 30 working days following the Notice to Proceed. ENVIRONMENTAL IMPACT: This project complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under section 15301 (c) of the CEQA Guidelines. LEGAL ANALYSIS: The City Attorney has reviewed the agreement and approved the resolution as to form. FINANCIAL IMPACT: Sufficient funding has been allocated in the Capital Improvement Program budget, where costs associated with the Almond Avenue Paving Project will be funded by the OCTA Mitigation Payment account. No budget amendments are recommended. Page 3 1 7 3 7 The table below presents the estimated breakdown of the Project’s construction cost: Description Amount Construction $ 406,000 Contingency $ 40,000 Inspection/Testing $ 15,000 Total $ 461,000 Any unspent funds will be returned to the original funding source. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. RECOMMENDATION: That the City Council adopt Resolution 7492: 1. Approving the plans, specifications, and contract documents for Almond Avenue Paving Project, CIP ST2201; and, 2. Approving and awarding a Public Works Agreement to Hardy & Harper, Inc. in the amount of $406,000, and rejecting all other bids; and, 3. Authorizing the City Manager to execute a Public Works Agreement for construction services to Hardy & Harper, Inc.; and, 4. Authorizing the City Manager to approve additional work requests up to $40,000 and inspection services up to $15,000, in connection with the Project, in the cumulative not-to-exceed amount of $55,000. SUBMITTED BY: NOTED AND APPROVED: Iris Lee Jill R. Ingram Iris Lee, Director of Public Works Jill R. Ingram, City Manager Prepared by: David Spitz, P.E., Associate Engineer ATTACHMENTS: A. Resolution 7492 B. Agreement with Hardy & Harper, Inc. RESOLUTION 7492 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PUBLIC WORKS AGREEMENT WITH HARDY & HARPER, INC. FOR THE ALMOND AVENUE PAVING PROJECT, CIP ST2201. WHEREAS, on January 10, 2024, the City issued a solicitation for bids for the Almond Avenue Paving Project, CIP ST2201 (“Project”); and, WHEREAS, on January 31, 2024, the City Clerk’s office received eight (8) bids in response to the solicitation for bids, and Hardy & Harper, Inc. submitted the lowest responsible bid in the amount of $406,000; and, WHEREAS, upon reviewing the Notice Inviting Bids and Instructions to Bidders, the bids submitted for the work to be performed pursuant to the Agreement and the plans and specifications, the City Council finds that Hardy & Harper, Inc. is a qualified firm to perform the Project. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves the plans and specifications for the Project. SECTION 2. Based on the recitals set forth above, the City Council hereby awards a public works agreement to Hardy & Harper, Inc. for the Project in the not-to-exceed amount of $406,000, and rejects all other bids. SECTION 3. The City Council hereby authorizes and directs the City Manager to execute the public works agreement with Hardy & Harper, Inc. on behalf of the City. SECTION 4. The City Council hereby authorizes the City Manager to approve payments for additional work requests in connection with the Project in the cumulative not-to-exceed amount of $40,000. SECTION 5. The City Council hereby authorizes the City Manager to approve payments for inspection and testing in connection with the Project in the cumulative not-to-exceed amount of $15,000. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of February 2024 by the following vote: AYES: Council Members 8 7 7 4 NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7492 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of February 2024. Gloria D. Harper, City Clerk Agenda Item H AGENDA STAFF REPORT DATE:February 26, 2024 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Iris Lee, Director of Public Works SUBJECT:Awarding and Authorizing Execution of a Professional Services Agreement with Circuit Transit, Inc. for the Seal Beach Microtransit Service Pilot Program, and Budget Amendment BA #24-08-04 ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7493: 1. Awarding a Professional Services Agreement to Circuit Transit, Inc. in a not- to-exceed fixed monthly amount of $18,205 and a total not-to-exceed amount of $325,783 for the term to provide on-demand transit services for the Seal Beach Microtransit Service Pilot Program; and, 2. Authorizing and directing the City Manager to execute the Agreement; and, 3. Authorizing the City Manager to approve additional work requests up to the total amount of $20,000 in connection with the Program; and, 4. Approving Budget Amendment BA #24-08-04 allocating $182,892 from the Parking In-Lieu fund balance to the Parking In-Lieu Contract Professional account, recognizing $162,891 of grant funding in the Grant Reimbursement account, and increasing the Citywide Grants Contract Professional account by $162,891. BACKGROUND AND ANALYSIS: The South Coast Air Quality Management District (“SCAQMD”) created the Mobile Source Air Pollution Reduction Review Committee (“MSRC”) to fund projects related to reducing air pollution from motor vehicles and to implement the California Clean Air Act. MSRC has identified microtransit as a mobility strategy that closely aligns with their objectives. On January 6, 2023, MSRC issued a Microtransit Service Request for Proposals (P2023-07), soliciting for mobility solutions that can enhance transit in areas where deploying transitional fixed-route services would prove challenging. Page 2 1 7 3 1 The City’s Main Street corridor and Seal Beach Pier have historically been a visitor and resident attractor, where access is primarily provided by car and conventional fixed-route transit. In efforts to reduce the number of gas-powered vehicle trips, aid congestion, and alleviate parking demand, the City responded to MSRC’s Microtransit Service Request for Proposal with the Seal Beach Microtransit Service Pilot Program (“Program”). The Program proposes to partner with Circuit Transit, Inc. (“Circuit”) to operate electric vehicles in the Old Town and The Hill neighborhood through the use of a mobile ride request application. This on-demand program would provide virtual stops to improve efficiency, and effectively circulate riders to reduce impacts to the roadway and parking. On June 2, 2023, SCAQMD approved funding for the Program in the amount of $162,891. Staff has since been working with SCAQMD on the Program details, as specified on the AB2766/MSRC Microtransit Service Program Grant Agreement. The general terms include: • A pilot program duration of twelve (12) months to be completed by April 2025 • A defined service area generally encompassing the Old Town and The Hill neighborhood • One (1) Americans with Disability Act (“ADA”) accessible vehicle available at all times • A minimum City matching fund of $162,892, which may be offset by fare and/or advertising revenues Upon approval of the agreement with Circuit, staff will initiate the microtransit service coordination and outreach. ENVIRONMENTAL IMPACT: Approval of a resolution authorizing a grant agreement is not a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to Sections 15061(b)(3) and 15378(b)(4) of the state CEQA Guidelines because it can be seen with certainty that approval of professional services agreement with Circuit Transit, Inc. will not have a significant effect on the environment. LEGAL ANALYSIS: The City Attorney has approved the agreement and resolution as to form. FINANCIAL IMPACT: Parking in-Lieu fees are collected as development occurs along the Main Street area. Fees are used to create additional parking opportunities. Staff has identified Page 3 1 7 3 1 the unassigned Parking-in-Lieu funds as an appropriate funding source for the Project’s matching funds. The use of non-grant funds may be offset by revenues generated through net advertising revenue and fares, as detailed in the Scope of Work included in Exhibit A to the Agreement. Description Amount Grant $ 162,891 City Matching Funds (Parking In-Lieu)162,892 Contingency – Matching Funds 20,000 Total $ 345,783 Budget Amendment BA #24-08-04 will allocate $182,892 from the Parking In-Lieu fund balance to the Parking In-Lieu Contract Professional account, recognizing $162,891 of grant funding in the Grant Reimbursement account, and increasing the Citywide Grants Contract Professional account by $162,891. The grant amount of $162,891 will be reimbursed by SCAQMD. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. RECOMMENDATION: That the City Council adopt Resolution 7493: 1. Awarding a Professional Services Agreement to Circuit Transit, Inc. in a not- to-exceed fixed monthly amount of $18,205 and a total not-to-exceed amount of $325,783 for the term to provide on-demand transit services for the Seal Beach Microtransit Service Pilot Program; and, 2. Authorizing and directing the City Manager to execute the Agreement; and, 3. Authorizing the City Manager to approve additional work requests up to the total amount of $20,000 in connection with the Program; and, 4. Approving Budget Amendment BA #24-08-04 allocating $182,892 from the Parking In-Lieu fund balance to the Parking In-Lieu Contract Professional account, recognizing $162,891 of grant funding in the Grant Page 4 1 7 3 1 Reimbursement account, and increasing the Citywide Grants Contract Professional account by $162,891. SUBMITTED BY: NOTED AND APPROVED: Iris Lee Jill R. Ingram Iris Lee, Director of Public Works Jill R. Ingram, City Manager ATTACHMENTS: A. Resolution 7493 B. Agreement with Circuit Transit, Inc. RESOLUTION 7493 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH CIRCUIT TRANSIT, INC. TO PROVIDE ON-DEMAND TRANSIT SERVICES FOR THE SEAL BEACH MICROTRANSIT SERVICE PROGRAM AND APPROVING BUDGET AMENDMENT BA #24-08-04 WHEREAS, the City of Seal Beach (“City”), in partnership with Circuit Transit, Inc.(“Circuit”), submitted an application in response to the South Coast Air Quality Management District (“SCAQMD”) Microtransit Service Program Grant Request for Proposals, dated March 23, 2023; and, WHEREAS, the City was selected to receive a Microtransit Service grant in the amount of $162,891, with a minimum match of $162,892 for the Seal Beach Microtransit Service Pilot Program (“Program”); and, WHEREAS, on December 11, 2023, the City Council adopted Resolution 7467 approving an agreement with the South Coast Air Quality Management District (“SCAQMD”) for the Microtransit Service Program Grant; and, WHEREAS, the City desires to retain Circuit to provide on-demand transit services for the Project pursuant to Grant requirements; and, WHEREAS, Circuit is qualified to provide transit services. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby awards a Professional Services Agreement (“Agreement”) to Circuit Transit, Inc. in a not-to-exceed fixed monthly amount of $18,205 and a total not-to-exceed amount of $325,783 for the term to provide transit services for the Seal Beach Microtransit Service Program. Section 2. The City Council hereby authorizes the City Manager to approve additional work payment requests in connection with the Program in a cumulative not-to-exceed amount of $20,000. Section 3. The City Council hereby authorizes and directs the City Manager to execute the Agreement on behalf of the City. 8 7 8 0 Section 4. The City Council hereby approves Budget Amendment BA #24-08- 04 allocating $182,892 from the Parking In-Lieu fund balance to the Parking In-Lieu Contract Professional account, recognizing $162,891 of grant funding in the Grant Reimbursement account, and increasing the Citywide Grants Contract Professional account by $162,891. The grant amount of $162,891 will be reimbursed by SCAQMD. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of February 2024 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk 8 7 8 0 STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7493 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of February 2024. Gloria D. Harper, City Clerk Agenda Item I AGENDA STAFF REPORT DATE:February 26, 2024 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Iris Lee, Director of Public Works SUBJECT:Notice of Completion for the FY 2023-24 Annual Slurry Seal Program, CIP STO1 ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7494: 1. Accepting the FY 2023-24 Annual Slurry Seal Program, CIP STO1, by Petrochem Materials Innovation, LLC in the amount of $243,888.92; and, 2. Directing the City Clerk to file a “Notice of Completion” with the Orange County Clerk-Recorder within fifteen (15) days from the date of acceptance and to release retention thirty-five (35) days after recordation of the Notice of Completion contingent upon no claims being filed on the Project. BACKGROUND AND ANALYSIS: The FY 2023-2024 Annual Slurry Seal Program (“Project”) consisted of applying a slurry seal coating to selected streets as identified in the 2022 Pavement Management Program report. On August 14, 2023, the City Council adopted Resolution 7439, and awarded a Maintenance and Repair Services Agreement (“Agreement”) to Petrochem Materials Innovation, LLC (“PMI”), for the Project in the amount of $330,000. The City has the option to extend the Agreement for up to five (5) additional one-year terms after its original term. The Project utilized the Agreement to resurface and repair the following streets: College Park East o Dogwood Avenue – Ironwood Avenue to Daisy Street o Daisy Street – Dogwood Avenue to Candleberry Avenue o Guava Avenue – Heather Street to Pansy Street o Pansy Street – Guava Avenue to Fir Avenue o Fir Avenue – Heather Street to Sunflower Street Page 2 1 7 3 4 o Rose Street – Fir Avenue to Hazelnut Avenue College Park West o Loyola Plaza – College Park Drive to end of the cul-de-sac o Purdue Circle – College Park Drive to end of the cul-de-sac o Harvard Lane – College Park Drive to end of the cul-de-sac o Occidental Drive – Harvard Lane to Standford Lane o Princeton Circle – Harvard Lane to end of the cul-de-sac o Dartmouth Circle – Harvard Lane to end of the cul-de-sac o Stanford Lane – College Park Drive to College Park Drive o Yale Lane – College Park Drive to College Park Drive o Yale Circle – Yale Lane to end of the cul-de-sac The Project was inspected, meets all standards and requirements within the Project specifications, and has been completed to the satisfaction of the City Engineer. It is requested that the City Council formally accept the Project, direct staff to file a Notice of Completion with the Orange County Clerk’s Office and release the retention thirty-five (35) days after recordation of the Notice of Completion contingent upon no claims being filed on the Project. ENVIRONMENTAL IMPACT: This Project complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under Section 15301 Class 1 Subsection (c). LEGAL ANALYSIS: The City Attorney has reviewed and approved the resolution as to form. FINANCIAL IMPACT: The approved construction contract budget plus established construction contingency totals $330,000. The table below presents a breakdown of the total construction Project cost: Description Amount Construction Bid Items $ 243,888.92 Contract Change Orders $ 0.00 Project Cost $ 243,888.92 STRATEGIC PLAN: This item is not applicable to the Strategic Plan. Page 3 1 7 3 4 RECOMMENDATION: That the City Council adopt Resolution 7494: 1. Accepting the FY 2023-24 Annual Slurry Seal Program, CIP STO1, by Petrochem Materials Innovation, LLC in the amount of $243,888.92; and, 2. Directing the City Clerk to file a “Notice of Completion” with the Orange County Clerk-Recorder within fifteen (15) days from the date of acceptance and to release retention thirty-five (35) days after recordation of the Notice of Completion contingent upon no claims being filed on the Project. SUBMITTED BY: NOTED AND APPROVED: Iris Lee Jill R. Ingram Iris Lee, Director of Public Works Jill R. Ingram, City Manager Prepared by: David Spitz, P.E., Associate Engineer ATTACHMENTS: A. Resolution 7494 B. Notice of Completion RESOLUTION 7494 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL ACCEPTING COMPLETION OF THE FY 2023-24 ANNUAL SLURRY SEAL PROGRAM, CIP STO1 THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City accepts the completion of the FY 2023-24 Annual Slurry Seal Program (“Project”), CIP STO1, by Petrochem Materials Innovation, LLC in the amount of $243,888.92 for the work performed. Section 2. The City Clerk is hereby directed to file a “Notice of Completion” for the Project with the Orange County Clerk-Recorder within fifteen (15) days of the date of this resolution and to release retention 35 days after the recordation of the Notice of Completion contingent upon no claims being filed on the Project. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of February 2024 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7494 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of February 2024. Gloria D. Harper, City Clerk RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO CITY OF SEAL BEACH Attn: City Clerk 211 - 8th Street Seal Beach, CA 90740 Space of above this line for Recorder’s use. *** No Recording Fee Pursuant to Government Code Sections 6103 and 27383 **** NOTICE OF COMPLETION Notice pursuant to Civil Code Section 9204, must be filed within 15 days after completion. Notice is hereby given that: 1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described: 2. The full name of the owner is: City of Seal Beach. 3. The address of the owner is: 211 – 8th Street, Seal Beach, CA 90740. 4. The nature of the interest or estate of the owner is: In Fee. The City of Seal Beach. 5. A work of improvement on the property hereinafter is described as substantially completed on December 21, 2023. The work was FY 2023-24 Annual Slurry Seal Program, CIP STO1. 6. The name of the contractor(s), if any, for such improvement was: Petrochem Materials Innovation, LLC. 7. The date of the Contract Award was August 14, 2023. 8. The property on which said work of improvement was completed in the City of Seal Beach, County of Orange, State of California, and is described as follows: Various Citywide locations, Seal Beach, CA. Date: _______________ _________________________________________ Iris Lee, Director of Public Works, City of Seal Beach Signature of owner or corporate officer of owner named in paragraph 2 or agent. VERIFICATION I, the undersigned, say: Iris Lee (Director of Public Works) declarant of the foregoing notice of completion; have read said notice of completion and know the contents thereof; the same is true of my own knowledge. I declare under penalty of perjury the foregoing is true and correct. Executed on _____________________, 2024, at Seal Beach, California. (Date of Signature) _________________________________________ Iris Lee, Director of Public Works, City of Seal Beach Agenda Item J AGENDA STAFF REPORT DATE:February 26, 2024 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Iris Lee, Director of Public Works SUBJECT:Awarding and Authorizing Execution of Design-Build Agreement with KYA Services, LLC for the Heather Park Play Area Improvements Project, CIP PR2203/O-PR-1 ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7495: 1. Approving the conceptual design for Heather Park Play Area Improvements Project, CIP PR2203/O-PR-1 (“Project”), and delegating discretionary authority to the City Engineer to approve the final drawings before construction begins for each phase or portion of the Project; and, 2. Finding the design-build process for design and construction of the Project will provide a reduction of costs and expedite Project completion in a manner not achievable through the design, bid, and build process; and, 3. Approving and awarding a Design-Build Agreement to KYA Services, LLC in the not-to-exceed amount of $767,830.56 for the Project; and, 4. Authorizing the City Manager to execute a Design-Build Agreement to KYA Services, LLC for the Project; and, 5. Authorizing the City Manager to approve additional work requests up to a $23,753.21 and inspection services up to $6,000 in connection with the Project, in the cumulative not-to-exceed amount of $29,753.21. BACKGROUND AND ANALYSIS: On October 28, 2019, the City Council adopted Resolution 6971, approving applications for the State Department of Parks and Recreation Proposition 68 Per Capita Program grant (“Grant”) to rehabilitate existing infrastructure in neighborhoods around the City. On January 18, 2022, the State Department of Parks and Recreation awarded the City the Grant for the rehabilitation of existing infrastructure throughout the City. Consistent with the City’s Park Master Plan and Page 2 1 7 3 8 the community’s desire to place Heather Park as a priority, Grant funds were allocated to the Heather Park Play Area Improvements Project (“Project”). On August 12, 2022, the City entered into a Professional Service Agreement with RJM Design Group, Inc. (“RJM”) to develop a conceptual design for the Project. On May 24, 2023, Staff presented the conceptual design to the Recreation and Parks Commission. Based on the design and value engineering recommendations received from Commissioners and the public, the conceptual plan was updated accordingly. The Project includes replacing the existing playground structure, adding free- standing play equipment, installing poured-in-place rubber surfacing, relocating the centennial bricks, installing a shade structure over bench seating, and an outdoor exercise area that is separately funded by the Centennial Fund. The inclusive playground design accommodates both the 2 to 5-year-old as well as 5 to 12-year-old age groups, and includes accessible features throughout. Due to the scope of work and specialty of the Project, Staff recommends proceeding with the design-build process, by which a single contractor concurrently provides both design and construction services for the Project. This process is different than the design-bid-build process, by which design and construction services are provided sequentially by different contractors. Section 1010.5 of Seal Beach City Charter authorizes the City to enter into a contract for both the design and construction of a project if the City Council finds that use of the design-build process on a project will accomplish one or more of the following objectives: reduction of project costs; expediting project completion; or provision of design features not achievable through the design, bid, and build process. Staff recommends the design-build process for the Project on the basis that design-build will: 1. Reduce the cost of the Project; and 2. Expedite completion of the Project. Finding 1 — Reduction of Project Cost. By selecting the design-build method, a single source company would provide engineering and construction. While in design, material may be ordered to lock in pricing and avoid inflation due to long lead times. Change orders are reduced since the design and construction is under one contract. This puts the accountability solely on the company, which will significantly reduce risk to the City. Finding 2 — Expediting Project Completion. By selecting a company that has the capabilities of both engineering and construction, it significantly reduces the time of the Project. For example, during the design phase, the necessary appurtenances may be ordered and site demolition may start concurrently. It would Page 3 1 7 3 8 also eliminate the bid period and simplify staff oversight. This design-build method will guarantee the Project will continue on schedule within the grant timeline. On October 11, 2023, Staff solicited a proposal from KYA Services, LLC (“KYA”) to provide design-build services pursuant to the City of Seal Beach Charter Section 1010.5, to reduce project costs and expedite project completion. Additionally, City will utilize KYA’s California Multiple Award Schedule 4-20-78-0089C (“CMAS”) pricing for the required equipment pursuant to City of Seal Beach Municipal Code Section 3.20.025(D) which provides an exemption from the City’s competitive bidding requirements for purchases made in cooperation with state, county, or another government entity for the purpose of obtaining a lower price upon the same terms, conditions and specifications. KYA holds the proper “A” General Engineering with a “C-61 / D12” (Synthetic Products) contractor’s license. Based on KYA’s proposal dated January 22, 2024, Staff recommends entering into a Design-Build Agreement with KYA to complete the Project. ENVIRONMENTAL IMPACT: This item complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under Section 15301 Class 1 Subsection (d) as the work involves restoration or rehabilitation of existing facilities. LEGAL ANALYSIS: The City Attorney has approved the agreement and resolution as to form. FINANCIAL IMPACT: The Project will utilize funds allocated in FY 2023-24 Capital Improvement Program, which includes funds from the Prop 68 Per Capita grant and City’s matching funds. Additionally, Budget Amendment #BA 24-08-01 is requested to fund the balance of the Project costs. Any unused funds will be returned to the original funding source. The table below represents a breakdown of the total project funding: Description Amount CIP PR2203 $213,300.00 CIP O-PR-1 $ 20,000.00 Fund Bal Assigned – Col Prk E $477,000.00 Capital Projects - Centennial $ 52,283.77 Capital Projects – Fitness Equip $ 35,000.00 Total $797,583.77 Page 4 1 7 3 8 The table below represents a breakdown of the Project costs: Description Amount Design-Build Contract $767,830.56 Contingency $23,753.21 Inspection Services $6,000.00 Total:$797,583.77 STRATEGIC PLAN: This item is not applicable to the Strategic Plan. RECOMMENDATION: That the City Council adopt Resolution 7495: 1. Approving the conceptual design for Heather Park Play Area Improvements Project, CIP PR2203/O-PR-1 (“Project”), and delegating discretionary authority to the City Engineer to approve the final drawings before construction begins for each phase or portion of the Project; and, 2. Finding the design-build process for design and construction of the Project will provide a reduction of costs and expedite Project completion in a manner not achievable through the design, bid, and build process; and, 3. Approving and awarding a Design-Build Agreement to KYA Services, LLC in the not-to-exceed amount of $767,830.56 for the Project; and, 4. Authorizing the City Manager to execute a Design-Build Agreement to KYA Services, LLC for the Project; and, 5. Authorizing the City Manager to approve additional work requests up to a $23,753.21 and inspection services up to $6,000 in connection with the Project, in the cumulative not-to-exceed amount of $29,753.21. SUBMITTED BY: NOTED AND APPROVED: Iris Lee Jill R. Ingram Iris Lee, Director of Public Works Jill R. Ingram, City Manager Page 5 1 7 3 8 Prepared by: Kathryne Cho, Deputy Director of Public Works/City Engineer ATTACHMENTS: A. Resolution 7495 B. Design-Build Agreement with KYA Services, LLC RESOLUTION 7495 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A DESIGN-BUILD AGREEMENT WITH KYA SERVICES, LLC FOR THE HEATHER PARK PLAY AREA IMPROVEMENTS, CIP PR2203/O-PR-1 WHEREAS, on October 28, 2019, the City Council adopted Resolution 6971 approving applications for the State Department of Parks and Recreation Proposition 68 Per Capita Program grant (“Grant”); and, WHEREAS, on January 18, 2022, the State Department of Parks and Recreation awarded the Grant to the City for the rehabilitation of existing infrastructure in neighborhoods around the City; and, WHEREAS, consistent with the City’s Park Master Plan and the community’s desire to place Heather Park as a priority, the funding was allocated to this effort; and, WHEREAS, on August 12, 2022, the City entered into a Professional Service Agreement with RJM Design Group, Inc. (“RJM”) to develop a conceptual design for the Heather Park Play Area Improvements (“Project”); and, WHEREAS, on May 24, 2023, staff presented the conceptual design to the Recreation and Parks Commission and updated the conceptual design to align with comments and recommendations received from Commissioners and the public; and, WHEREAS, the City of Seal Beach Charter Section 1010.5 authorizes the City to enter into a design-build contract for both the design and construction of a project in accordance with the Section to reduce project costs and expedite project completion, based on certain findings; and, WHEREAS, Seal Beach Municipal Code Section 3.20.025(D), provides an exemption from the City’s competitive bidding requirements for purchases made in cooperation with state, county, or another government entity for the purpose of obtaining a lower price upon the same terms, conditions, and specifications; and, WHEREAS, staff solicited a proposal from KYA Services, LLC (“KYA”) to complete the Project via the design-build process and utilize KYA’s California Multiple Award Schedule 4-20-78-0089C (“CMAS”) pricing to expedite the design and procurement time, and reduce Project costs; and, WHEREAS, on January 22, 2024, KYA provided a proposal for the Project in the 8 7 8 2 not-to-exceed amount of $767,830.56; and, WHEREAS, KYA holds the proper “A” General Engineering with a “C-61/D12” (Synthetic Products) contractor’s license, and is a qualified firm to perform the Project. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves the conceptual plans for the Project and delegates discretionary authority to the City Engineer to approve the final drawings before construction begins for each phase or portion of the project. SECTION 2. Based on the recitals set forth above, the City Council hereby finds the use of the design-build process will result in a reduction in Project cost and expedite Project completion for the following reasons: A. By selecting the design-build process for the Heather Park Play Area Improvements Project, a single source company will provide engineering and construction. While in design, material may be ordered to lock in pricing and avoid inflation due to long lead times. Change orders are reduced since the design and construction is under one contract. This process puts the accountability solely on the company, which will significantly reduce risk to the City. B. By selecting a company that has the capabilities of both engineering and construction, the design-build process significantly reduces the time of the Project. For example, during the design phase, the necessary appurtenances may be ordered and site demolition may start concurrently. This process would also eliminate the bid period and simplify staff oversight. This design-build method will guarantee the Project will continue on schedule within the Grant timeline. SECTION 3. Based on the recitals set forth above, the City Council hereby awards a Design-Build Agreement to KYA for the Project in a total not-to- exceed amount of $767,830.56. SECTION 4. The City Council hereby authorizes and directs the City Manager to execute the Design-Build Agreement with KYA on behalf of the City. SECTION 5. The City Council hereby authorizes the City Manager to approve additional work requests up to $23,753.21 and inspection services up to $6,000 in connection with the Project, in the cumulative not-to- exceed amount of $29,753.21. 8 7 8 2 SECTION 6. The City Council hereby approves Budget Amendment #BA 24-08-01 allocating $477,000 as follows: PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of February 2024 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7495 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of February 2024. 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his CONTRACT is entered into between the California Department of Parks and IWUdWSf[a` %ZWdW[`SXfWd dWXWddWV fa Se o>I7EKFI'p o;<G7IKD<EKp ad oJK7K<p& S`V City of Seal Beach (herW[`SXfWd dWXWddWV fa Se o>I7EK<<p&) The DEPARTMENT hereby grants to GRANTEE S eg_ %S^ea dWXWddWV fa Se o>I7EK DFE@<Jp& `af fa WjUWWV _$177,952___, subject to the terms and conditions of this AGREEMENT and the 2018/19 California State Budget, Chapter 29, statutes of 2018, Item number n 3790-101-6088 (appropriation chapter and budget item number hereinafter referred to as oGI7EKp). These funds shall be used for completion of the GRANT SCOPE(S). The Grant Performance Period is from _July 01, 2018_ to _June 30, 2028_. II.GENERAL PROVISIONS A. Definitions As used in this CONTRACT, the following words shall have the following meanings: 1. KZW fWd_ o79Kp _WS`e fZW 9S^[Xad`[S ;dagYZf' NSfWd' GSd]e 9^[_SfW' 9aSefS^ Protection, and Outdoor Access for All Act of 2018, as referred to in section I of this CONTRACT. 2. KZW fWd_ o7GGC@97K@FEp _WS`e fZW [`V[h[VgS^ bda\WUf 7GGC@97K@FE bSU]Wf Xad S project pursuant to the enabling legislation and/or grant program process guide requirements. 3. KZW fWd_ o;<G7IKD<EKp ad oJK7K<p _WS`e fZW 9S^[Xad`[S ;WbSdf_W`f aX GSd]e and Recreation. 4. KZW fWd_ o;<M<CFGD<EKp _WS`e USb[fS^ [_bdahW_W`fe fa dWS^ bdabWdfk Tk means of, but not limited to, construction, expansion, and/or renovation, of permanent or fixed features of the property. 5. KZW fWd_ o>I7EK<I7EK J9FGI7EK J9FG<*9aef Estimate Form or acquisition documentation found in each of the APPLICATIONS submitted pursuant to this grant. 7. KZW fWd_ oGIF9<;LI7C >L@;g[VW Xad 9S^[Xad`[S ;dagYZf' NSfWd' GSd]e' 9^[_SfW' 9aSefS^ GdafWUf[a`' S`V FgfVaad 7UUWee =ad 7^^ 7Uf aX -+,3 GWd 9Sb[fS GdaYdS_)p KZW 1 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) PROCEDURAL GUIDE provides the procedures and policies controlling the administration of the grant. B. Project Execution 1. Subject to the availability of GRANT MONIES, the STATE hereby grants to the GRANTEE a sum of money not to exceed the amount stated in Section I of this CONTRACT, in consideration of, and on condition that, the sum be expended in carrying out the purposes as set forth in the scope described in the enabling legislation and referenced in the APPLICATION, Section I of this CONTRACT, and under the terms and conditions set forth in this CONTRACT. The GRANTEE shall assume any obligation to furnish any additional funds that may be necessary to complete the GRANT SCOPE(S). The GRANTEE agrees to submit any change or alteration from the original GRANT SCOPE(S) in writing to the STATE for prior approval. This applies to any and all changes that occur after STATE has approved the APPLICATION. Changes in the GRANT SCOPE(S) must be approved in writing by the STATE. 2. The GRANTEE shall complete the GRANT SCOPE(S) in accordance with the time of the Performance Period set forth in Section I of this CONTRACT, and under the terms and conditions of this CONTRACT. 3. The GRANTEE shall comply with the California Environmental Quality Act (Public Resources Code, Section 21000, et seq., Title 14, California Code of Regulations, Section 15000 et seq.). 4. The GRANTEE shall comply with all applicable current laws and regulations affecting DEVELOPMENT projects, including, but not limited to, legal requirements for construction contracts, building codes, health and safety codes, and laws and codes pertaining to individuals with disabilities, including but not limited to the Americans With Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and the California Unruh Act (California Civil Code §51 et seq.). C. Project Costs 1. GRANTEE agrees to abide by the PROCEDURAL GUIDE. 2. GRANTEE acknowledges that STATE may make reasonable changes to its procedures as set forth in the PROCEDURAL GUIDE. If STATE makes any changes to its procedures and guidelines, STATE agrees to notify GRANTEE within a reasonable time. D. Project Administration 1. If GRANT MONIES are advanced for DEVELOPMENT projects, the advanced funds may be placed in an interest bearing account until expended. Interest earned on the advanced funds shall be used on the project as approved by the STATE. If grant monies are advanced and not expended, the unused portion of the grant and 2 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) any interest earned shall be returned to the STATE within 60 days after project completion or end of the Grant Performance Period, whichever is earlier. 2. The GRANTEE shall submit written project status reports within 30 calendar days after the STATE has made such a request. In any event, the GRANTEE shall provide the STATE a report showing total final project expenditures within 60 days of project completion or the end of the grant performance period, whichever is earlier. The Grant Performance Period is identified in Section I of this CONTRACT. 3. The GRANTEE shall make property or facilities acquired and/or developed pursuant to this contract available for inspection upon request by the STATE. E. Project Termination 1. Project Termination refers to the non-completion of a GRANT SCOPE. Any grant funds that have not been expended by the GRANTEE shall revert to the STATE. 2. The GRANTEE may unilaterally rescind this CONTRACT at any time prior to the commencement of the project. The commencement of the project means the date of the letter notifying GRANTEE of the award or when the funds are appropriated, whichever is later. After project commencement, this CONTRACT may be rescinded, modified or amended only by mutual agreement in writing between the GRANTEE and the STATE, unless the provisions of this CONTRACT provide that mutual agreement is not required. 3. Failure by the GRANTEE to comply with the terms of the (a) PROCEDURAL GUIDE, (b) any legislation applicable to the ACT, (c) this CONTRACT as well as any other grant contracts, specified or general, that GRANTEE has entered into with STATE, may be cause for suspension of all obligations of the STATE unless the STATE determines that such failure was due to no fault of the GRANTEE. In such case, STATE may reimburse GRANTEE for eligible costs properly incurred in performance of this CONTRACT despite non-performance of the GRANTEE. To qualify for such reimbursement, GRANTEE agrees to mitigate its losses to the best of its ability. 4. Any breach of any term, provision, obligation or requirement of this CONTRACT by the GRANTEE shall be a default of this CONTRACT. In the case of any default by GRANTEE, STATE shall be entitled to all remedies available under law and equity, including but not limited to: a) Specific Performance; b) Return of all GRANT MONIES; c) Payment to the STATE of the fair market value of the project property or the actual sales price, whichever is higher; and d) Payment to the STATE of the costs of enforcement of this CONTRACT, including but not limited to court and arbitration costs, fees, expenses of litigation, and reasonable attorney fees. 5. The GRANTEE and the STATE agree that if the GRANT SCOPE includes DEVELOPMENT, final payment may not be made until the work described in the GRANT SCOPE is complete and the GRANT PROJECT is open to the public. F. Budget Contingency Clause 3 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) If funding for any fiscal year is reduced or deleted by the budget act for purposes of this program, the STATE shall have the option to either cancel this contract with no liability occurring to the STATE, or offer a CONTRACT amendment to GRANTEE to reflect the reduced grant amount. This Paragraph shall not require the mutual agreement as addressed in Paragraph E, provision 2, of this CONTRACT. G. Hold Harmless 1. The GRANTEE shall waive all claims and recourse against the STATE including the right to contribution for loss or damage to persons or property arising from, growing out of or in any way connected with or incident to this CONTRACT except claims arising from the concurrent or sole negligence of the STATE, its officers, agents, and employees. 2. The GRANTEE shall indemnify, hold harmless and defend the STATE, its officers, agents and employees against any and all claims, demands, damages, costs, expenses or liability costs arising out of the ACQUISITION, DEVELOPMENT, construction, operation or maintenance of the property described as the project which claims, demands or causes of action arise under California Government Code Section 895.2 or otherwise except for liability arising out of the concurrent or sole negligence of the STATE, its officers, agents, or employees. 3. The GRANTEE agrees that in the event the STATE is named as codefendant under the provisions of California Government Code Section 895 et seq., the GRANTEE shall notify the STATE of such fact and shall represent the STATE in the legal action unless the STATE undertakes to represent itself as codefendant in such legal action in which event the GRANTEE SYdWWe fa bSk fZW JK7K<qe litigation costs, expenses, and reasonable attorney fees. 4. The GRANTEE and the STATE agree that in the event of judgment entered against the STATE and the GRANTEE because of the concurrent negligence of the STATE and the GRANTEE, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request a jury apportionment. 5. The GRANTEE shall indemnify, hold harmless and defend the STATE, its officers, agents and employees against any and all claims, demands, costs, expenses or liability costs arising out of legal actions pursuant to items to which the GRANTEE has certified. The GRANTEE acknowledges that it is solely responsible for compliance with items to which it has certified. H. Financial Records 1. The GRANTEE shall maintain satisfactory financial accounts, documents, including loan documents, and all other records for the project and to make them available to the STATE for auditing at reasonable times. The GRANTEE also agrees to retain such financial accounts, documents and records for five years following project 4 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) termination or issuance of final payment, whichever is later. 2. The GRANTEE shall keep such records as the STATE shall prescribe, including records which fully disclose (a) the disposition of the proceeds of STATE funding assistance, (b) the total cost of the project in connection with such assistance that is given or used, (c) the amount and nature of that portion of the project cost supplied by other sources, and (d) any other such records that will facilitate an effective audit. 3. The GRANTEE agrees that the STATE shall have the right to inspect and make copies of any books, records or reports pertaining to this contract or matters related thereto during regular office hours. The GRANTEE shall maintain and make available for inspection by the STATE accurate records of all of its costs, disbursements and receipts with respect to its activities under this contract. Such accounts, documents, and records shall be retained by the GRANTEE for at least five years following project termination or issuance of final payment, whichever is later. 4. The GRANTEE shall use a generally accepted accounting system. I. Use of Facilities 1. The GRANTEE agrees that the GRANTEE shall operate and maintain the property acquired or developed with the GRANT MONIES, for the duration of the Contract Performance Period. 2. The GRANTEE agrees that, during the Contract Performance Period, the GRANTEE shall use the property acquired or developed with GRANT MONIES under this contract only for the purposes of this grant and no other use, sale, or other disposition or change of the use of the property to one not consistent with its purpose shall be permitted except as authorized by the STATE and the property shall be replaced with property of equivalent value and usefulness as determined by the STATE. 3. The property acquired or developed may be transferred to another entity if the successor entity assumes the obligations imposed under this CONTRACT and with the approval of STATE. 4. Any real Property (including any portion of it or any interest in it) may not be used as security for any debt or mitigation, without the written approval of the STATE provided that such approval shall not be unreasonably withheld as long as the purposes for which the Grant was awarded are maintained. Any such permission that is granted does not make the STATE a guarantor or a surety for any debt or _[f[YSf[a`' `ad VaWe [f iS[hW fZW JK7K<qJ d[YZfe fa W`XadUW bWdXad_S`UW g`VWd the Grant CONTRACT. 5 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) 5. All real property, or rights thereto, acquired with GRANT MONIES shall be subject to an appropriate form of restrictive title, rights, or covenants approved by the STATE. If the project property is taken by use of eminent domain, GRANTEE shall reimburse STATE an amount at least equal to the amount of GRANT MONIES received from STATE or the pro-rated full market value of the real property, including improvements, at the time of sale, whichever is higher. 6. If eminent domain proceedings are initiated against GRANTEE, GRANTEE shall notify STATE within 10 days of receiving the complaint. J. Nondiscrimination 1. The GRANTEE shall not discriminate against any person on the basis of sex, race, color, national origin, age, religion, ancestry, sexual orientation, or disability in the use of any property or facility developed pursuant to this contract. 2. The GRANTEE shall not discriminate against any person on the basis of residence except to the extent that reasonable differences in admission or other fees may be maintained on the basis of residence and pursuant to law. 3. All facilities shall be open to members of the public generally, except as noted under the special provisions of this project contract or under provisions of the enabling legislation and/or grant program. K. Severability If any provision of this CONTRACT or the application thereof is held invalid, that invalidity shall not affect other provisions or applications of the CONTRACT which can be given effect without the invalid provision or application, and to this end the provisions of this CONTRACT are severable. L. Liability 1.STATE assumes no responsibility for assuring the safety or standards of construction, site improvements or programs related to the GRANT SCOPE. KZW JK7K<qJ d[YZfe g`VWd fZ[e 9FEKI79K fa dWh[Wi' [`ebWUf S`V SbbdahW the GRANT SCOPE and any final plans of implementation shall not give rise to any warranty or representation that the GRANT SCOPE and any plans or improvements are free from hazards or defects. 2.GRANTEE will secure adequate liability insurance, performance bond, S`V*ad afZWd eWUgd[fk `WUWeeSdk fa bdafWUf fZW >I7EK<<qe S`V JK7K<qJ interest against poor workmanship, fraud, or other potential loss associated with completion of the grant project. M. Assignability 6 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) N[fZagf fZW id[ffW` Ua`eW`f aX fZW JK7K<' fZW >I7EK<<qJ [`fWdWef [` S`V responsibilities under this CONTRACT shall not be assignable by the GRANTEE either in whole or in part. N. Use of Grant Monies GRANTEE shall not use any grant funds (including any portion thereof) for the purpose of making any leverage loan, pledge, promissory note or similar financial device or transaction, without: 1) the prior written approval of the STATE; and 2) any financial or legal interests created by any such leverage loan, pledge, promissory note or similar financial device or transaction in the project property shall be completely subordinated to this CONTRACT through a Subordination Agreement provided and approved by the STATE, signed by all parties involved in the transaction, and recorded in the County Records against the fee title of the project property. O. Section Headings The headings and captions of the various sections of this CONTRACT have been inserted only for the purpose of convenience and are not a part of this CONTRACT and shall not be deemed in any manner to modify, explain, or restrict any of the provisions of this CONTRACT. P. Waiver Any failure by a party to enforce its rights under this CONTRACT, in the event of a breach, shall not be construed as a waiver of said rights; and the waiver of any breach under this CONTRACT shall not be construed as a waiver of any subsequent breach. III. Special Provisions: On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and [`V[h[VgS^e) o<Ua`a_[U JS`Uf[a`ep dWXWde fa eS`Uf[a`e [_baeWV Tk fZW L)J) government in responeW fa Igee[Sqe SUf[a`e [` L]dS[`W' Se iW^^ Se S`k eS`Uf[a`e imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. This Executive order extends to recipients of any State Grants (Grantee). Grantees include those who have contracted or will contract to receive State grants funds. Accordingly, should the State determine that a Grantee is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide the Grantee advance written notice of such termination, allowing the Grantee at least 30 calendar days to provide a written response. Termination of any contract found to be in violation of this Executive Order shall be at the sole discretion of the State. 7 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) *#)#&$&' 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) *#)#&$&' 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) I.RECITALS This CONTRACT is entered into between the California Department of Parks and IWUdWSf[a` %ZWdW[`SXfWd dWXWddWV fa Se o>I7EKFI'p o;<G7IKD<EKp ad oJK7K<p& S`V City of Seal Beach (herW[`SXfWd dWXWddWV fa Se o>I7EK<<p&) The DEPARTMENT hereby grants to GRANTEE S eg_ %S^ea dWXWddWV fa Se o>I7EK DFE@<Jp& `af fa WjUWWV _$14,771___, subject to the terms and conditions of this AGREEMENT and the 2019/20 California State Budget, Chapter 23, statutes of 2019, Item number n 3790-1011-6088 (appropriation chapter and budget item number hereinafter referred to as oGI7EKp). These funds shall be used for completion of the GRANT SCOPE(S). The Grant Performance Period is from _July 01, 2018_ to _June 30, 2028_. II.GENERAL PROVISIONS A. Definitions As used in this CONTRACT, the following words shall have the following meanings: 1. KZW fWd_ o79Kp _WS`e fZW 9S^[Xad`[S ;dagYZf' NSfWd' GSd]e 9^[_SfW' 9aSefS^ Protection, and Outdoor Access for All Act of 2018, as referred to in section I of this CONTRACT. 2. KZW fWd_ o7GGC@97K@FEp _WS`e fZW [`V[h[VgS^ bda\WUf 7GGC@97K@FE bSU]Wf Xad S project pursuant to the enabling legislation and/or grant program process guide requirements. 3. KZW fWd_ o;<G7IKD<EKp ad oJK7K<p _WS`e fZW 9S^[Xad`[S ;WbSdf_W`f aX GSd]e and Recreation. 4. KZW fWd_ o;<M<CFGD<EKp _WS`e USb[fS^ [_bdahW_W`fe fa dWS^ bdabWdfk Tk means of, but not limited to, construction, expansion, and/or renovation, of permanent or fixed features of the property. 5. KZW fWd_ o>I7EK<I7EK J9FGI7EK J9FG<*9aef Estimate Form or acquisition documentation found in each of the APPLICATIONS submitted pursuant to this grant. 7. KZW fWd_ oGIF9<;LI7C >L@;g[VW Xad 9S^[Xad`[S ;dagYZf' NSfWd' GSd]e' 9^[_SfW' 9aSefS^ GdafWUf[a`' S`V FgfVaad 7UUWee =ad 7^^ 7Uf aX -+,3 GWd 9Sb[fS GdaYdS_)p KZW 1 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) PROCEDURAL GUIDE provides the procedures and policies controlling the administration of the grant. B. Project Execution 1. Subject to the availability of GRANT MONIES, the STATE hereby grants to the GRANTEE a sum of money not to exceed the amount stated in Section I of this CONTRACT, in consideration of, and on condition that, the sum be expended in carrying out the purposes as set forth in the scope described in the enabling legislation and referenced in the APPLICATION, Section I of this CONTRACT, and under the terms and conditions set forth in this CONTRACT. The GRANTEE shall assume any obligation to furnish any additional funds that may be necessary to complete the GRANT SCOPE(S). The GRANTEE agrees to submit any change or alteration from the original GRANT SCOPE(S) in writing to the STATE for prior approval. This applies to any and all changes that occur after STATE has approved the APPLICATION. Changes in the GRANT SCOPE(S) must be approved in writing by the STATE. 2. The GRANTEE shall complete the GRANT SCOPE(S) in accordance with the time of the Performance Period set forth in Section I of this CONTRACT, and under the terms and conditions of this CONTRACT. 3. The GRANTEE shall comply with the California Environmental Quality Act (Public Resources Code, Section 21000, et seq., Title 14, California Code of Regulations, Section 15000 et seq.). 4. The GRANTEE shall comply with all applicable current laws and regulations affecting DEVELOPMENT projects, including, but not limited to, legal requirements for construction contracts, building codes, health and safety codes, and laws and codes pertaining to individuals with disabilities, including but not limited to the Americans With Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and the California Unruh Act (California Civil Code §51 et seq.). C. Project Costs 1. GRANTEE agrees to abide by the PROCEDURAL GUIDE. 2. GRANTEE acknowledges that STATE may make reasonable changes to its procedures as set forth in the PROCEDURAL GUIDE. If STATE makes any changes to its procedures and guidelines, STATE agrees to notify GRANTEE within a reasonable time. D. Project Administration 1. If GRANT MONIES are advanced for DEVELOPMENT projects, the advanced funds may be placed in an interest bearing account until expended. Interest earned on the advanced funds shall be used on the project as approved by the STATE. If grant monies are advanced and not expended, the unused portion of the grant and 2 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) any interest earned shall be returned to the STATE within 60 days after project completion or end of the Grant Performance Period, whichever is earlier. 2. The GRANTEE shall submit written project status reports within 30 calendar days after the STATE has made such a request. In any event, the GRANTEE shall provide the STATE a report showing total final project expenditures within 60 days of project completion or the end of the grant performance period, whichever is earlier. The Grant Performance Period is identified in Section I of this CONTRACT. 3. The GRANTEE shall make property or facilities acquired and/or developed pursuant to this contract available for inspection upon request by the STATE. E. Project Termination 1. Project Termination refers to the non-completion of a GRANT SCOPE. Any grant funds that have not been expended by the GRANTEE shall revert to the STATE. 2. The GRANTEE may unilaterally rescind this CONTRACT at any time prior to the commencement of the project. The commencement of the project means the date of the letter notifying GRANTEE of the award or when the funds are appropriated, whichever is later. After project commencement, this CONTRACT may be rescinded, modified or amended only by mutual agreement in writing between the GRANTEE and the STATE, unless the provisions of this CONTRACT provide that mutual agreement is not required. 3. Failure by the GRANTEE to comply with the terms of the (a) PROCEDURAL GUIDE, (b) any legislation applicable to the ACT, (c) this CONTRACT as well as any other grant contracts, specified or general, that GRANTEE has entered into with STATE, may be cause for suspension of all obligations of the STATE unless the STATE determines that such failure was due to no fault of the GRANTEE. In such case, STATE may reimburse GRANTEE for eligible costs properly incurred in performance of this CONTRACT despite non-performance of the GRANTEE. To qualify for such reimbursement, GRANTEE agrees to mitigate its losses to the best of its ability. 4. Any breach of any term, provision, obligation or requirement of this CONTRACT by the GRANTEE shall be a default of this CONTRACT. In the case of any default by GRANTEE, STATE shall be entitled to all remedies available under law and equity, including but not limited to: a) Specific Performance; b) Return of all GRANT MONIES; c) Payment to the STATE of the fair market value of the project property or the actual sales price, whichever is higher; and d) Payment to the STATE of the costs of enforcement of this CONTRACT, including but not limited to court and arbitration costs, fees, expenses of litigation, and reasonable attorney fees. 5. The GRANTEE and the STATE agree that if the GRANT SCOPE includes DEVELOPMENT, final payment may not be made until the work described in the GRANT SCOPE is complete and the GRANT PROJECT is open to the public. F. Budget Contingency Clause 3 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) If funding for any fiscal year is reduced or deleted by the budget act for purposes of this program, the STATE shall have the option to either cancel this contract with no liability occurring to the STATE, or offer a CONTRACT amendment to GRANTEE to reflect the reduced grant amount. This Paragraph shall not require the mutual agreement as addressed in Paragraph E, provision 2, of this CONTRACT. G. Hold Harmless 1. The GRANTEE shall waive all claims and recourse against the STATE including the right to contribution for loss or damage to persons or property arising from, growing out of or in any way connected with or incident to this CONTRACT except claims arising from the concurrent or sole negligence of the STATE, its officers, agents, and employees. 2. The GRANTEE shall indemnify, hold harmless and defend the STATE, its officers, agents and employees against any and all claims, demands, damages, costs, expenses or liability costs arising out of the ACQUISITION, DEVELOPMENT, construction, operation or maintenance of the property described as the project which claims, demands or causes of action arise under California Government Code Section 895.2 or otherwise except for liability arising out of the concurrent or sole negligence of the STATE, its officers, agents, or employees. 3. The GRANTEE agrees that in the event the STATE is named as codefendant under the provisions of California Government Code Section 895 et seq., the GRANTEE shall notify the STATE of such fact and shall represent the STATE in the legal action unless the STATE undertakes to represent itself as codefendant in such legal action in which event the GRANTEE SYdWWe fa bSk fZW JK7K<qe litigation costs, expenses, and reasonable attorney fees. 4. The GRANTEE and the STATE agree that in the event of judgment entered against the STATE and the GRANTEE because of the concurrent negligence of the STATE and the GRANTEE, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request a jury apportionment. 5. The GRANTEE shall indemnify, hold harmless and defend the STATE, its officers, agents and employees against any and all claims, demands, costs, expenses or liability costs arising out of legal actions pursuant to items to which the GRANTEE has certified. The GRANTEE acknowledges that it is solely responsible for compliance with items to which it has certified. H. Financial Records 1. The GRANTEE shall maintain satisfactory financial accounts, documents, including loan documents, and all other records for the project and to make them available to the STATE for auditing at reasonable times. The GRANTEE also agrees to retain such financial accounts, documents and records for five years following project 4 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) termination or issuance of final payment, whichever is later. 2. The GRANTEE shall keep such records as the STATE shall prescribe, including records which fully disclose (a) the disposition of the proceeds of STATE funding assistance, (b) the total cost of the project in connection with such assistance that is given or used, (c) the amount and nature of that portion of the project cost supplied by other sources, and (d) any other such records that will facilitate an effective audit. 3. The GRANTEE agrees that the STATE shall have the right to inspect and make copies of any books, records or reports pertaining to this contract or matters related thereto during regular office hours. The GRANTEE shall maintain and make available for inspection by the STATE accurate records of all of its costs, disbursements and receipts with respect to its activities under this contract. Such accounts, documents, and records shall be retained by the GRANTEE for at least five years following project termination or issuance of final payment, whichever is later. 4. The GRANTEE shall use a generally accepted accounting system. I. Use of Facilities 1. The GRANTEE agrees that the GRANTEE shall operate and maintain the property acquired or developed with the GRANT MONIES, for the duration of the Contract Performance Period. 2. The GRANTEE agrees that, during the Contract Performance Period, the GRANTEE shall use the property acquired or developed with GRANT MONIES under this contract only for the purposes of this grant and no other use, sale, or other disposition or change of the use of the property to one not consistent with its purpose shall be permitted except as authorized by the STATE and the property shall be replaced with property of equivalent value and usefulness as determined by the STATE. 3. The property acquired or developed may be transferred to another entity if the successor entity assumes the obligations imposed under this CONTRACT and with the approval of STATE. 4. Any real Property (including any portion of it or any interest in it) may not be used as security for any debt or mitigation, without the written approval of the STATE provided that such approval shall not be unreasonably withheld as long as the purposes for which the Grant was awarded are maintained. Any such permission that is granted does not make the STATE a guarantor or a surety for any debt or _[f[YSf[a`' `ad VaWe [f iS[hW fZW JK7K<qJ d[YZfe fa W`XadUW bWdXad_S`UW g`VWd the Grant CONTRACT. 5 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) 5. All real property, or rights thereto, acquired with GRANT MONIES shall be subject to an appropriate form of restrictive title, rights, or covenants approved by the STATE. If the project property is taken by use of eminent domain, GRANTEE shall reimburse STATE an amount at least equal to the amount of GRANT MONIES received from STATE or the pro-rated full market value of the real property, including improvements, at the time of sale, whichever is higher. 6. If eminent domain proceedings are initiated against GRANTEE, GRANTEE shall notify STATE within 10 days of receiving the complaint. J. Nondiscrimination 1. The GRANTEE shall not discriminate against any person on the basis of sex, race, color, national origin, age, religion, ancestry, sexual orientation, or disability in the use of any property or facility developed pursuant to this contract. 2. The GRANTEE shall not discriminate against any person on the basis of residence except to the extent that reasonable differences in admission or other fees may be maintained on the basis of residence and pursuant to law. 3. All facilities shall be open to members of the public generally, except as noted under the special provisions of this project contract or under provisions of the enabling legislation and/or grant program. K. Severability If any provision of this CONTRACT or the application thereof is held invalid, that invalidity shall not affect other provisions or applications of the CONTRACT which can be given effect without the invalid provision or application, and to this end the provisions of this CONTRACT are severable. L. Liability 1.STATE assumes no responsibility for assuring the safety or standards of construction, site improvements or programs related to the GRANT SCOPE. KZW JK7K<qJ d[YZfe g`VWd fZ[e 9FEKI79K fa dWh[Wi' [`ebWUf S`V SbbdahW the GRANT SCOPE and any final plans of implementation shall not give rise to any warranty or representation that the GRANT SCOPE and any plans or improvements are free from hazards or defects. 2.GRANTEE will secure adequate liability insurance, performance bond, S`V*ad afZWd eWUgd[fk `WUWeeSdk fa bdafWUf fZW >I7EK<<qe S`V JK7K<qJ interest against poor workmanship, fraud, or other potential loss associated with completion of the grant project. M. Assignability 6 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) N[fZagf fZW id[ffW` Ua`eW`f aX fZW JK7K<' fZW >I7EK<<qJ [`fWdWef [` S`V responsibilities under this CONTRACT shall not be assignable by the GRANTEE either in whole or in part. N. Use of Grant Monies GRANTEE shall not use any grant funds (including any portion thereof) for the purpose of making any leverage loan, pledge, promissory note or similar financial device or transaction, without: 1) the prior written approval of the STATE; and 2) any financial or legal interests created by any such leverage loan, pledge, promissory note or similar financial device or transaction in the project property shall be completely subordinated to this CONTRACT through a Subordination Agreement provided and approved by the STATE, signed by all parties involved in the transaction, and recorded in the County Records against the fee title of the project property. O. Section Headings The headings and captions of the various sections of this CONTRACT have been inserted only for the purpose of convenience and are not a part of this CONTRACT and shall not be deemed in any manner to modify, explain, or restrict any of the provisions of this CONTRACT. P. Waiver Any failure by a party to enforce its rights under this CONTRACT, in the event of a breach, shall not be construed as a waiver of said rights; and the waiver of any breach under this CONTRACT shall not be construed as a waiver of any subsequent breach. III. Special Provisions: On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and [`V[h[VgS^e) o<Ua`a_[U JS`Uf[a`ep dWXWde fa eS`Uf[a`e [_baeWV Tk fZW L)J) government in responeW fa Igee[Sqe SUf[a`e [` L]dS[`W' Se iW^^ Se S`k eS`Uf[a`e imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. This Executive order extends to recipients of any State Grants (Grantee). Grantees include those who have contracted or will contract to receive State grants funds. Accordingly, should the State determine that a Grantee is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide the Grantee advance written notice of such termination, allowing the Grantee at least 30 calendar days to provide a written response. Termination of any contract found to be in violation of this Executive Order shall be at the sole discretion of the State. 7 0;4=3769 19>58;<5 20, '.%+')/("+'(0"(%1/"--(("(%%0%%(*-*)) *#)#&$&' ! >QAB;BM!;! ! ?9BMA?NE!I>K?HKF9G<>!;HG=! ! ! ! ! ! ! 1VUK >V& GGGGGGGGGG +&,'*,(")$& #*)% ;>?E 0<< @4AB?>B 1F C74B4 @A4B4>CB [OH[, E74A40B [OL 2P[` VM BLHS 1LHJO #a2P[`b$% OHZ H^HYKLK [V #a@YPUJPWHSb$ ".2>6 2?5 255B6CC @7 ,@?DB24D@B# H JVU[YHJ[ #[OL a2VU[YHJ[b$ MVY [OL EVYR KLZJYPILK HZ MVSSV^Z, .@A?942C >0=4/ "/B@<64D ?2>6# E74A40B% @YPUJPWHS PZ YLX\PYLK \UKLY [OL [LYTZ VM [OL 2VU[YHJ[ [V M\YUPZO H 1VUK MVY [OL MHP[OM\S WLYMVYTHUJL VM [OL 2VU[YHJ[& >?E% C74A45?A4% ^L% [OL \UKLYZPNULK @YPUJPWHS% HUK % ".2>6 2?5 255B6CC @7 0EB6DI# #aB\YL[`b$ H K\S` HKTP[[LK Z\YL[` PUZ\YLY \UKLY [OL SH^Z VM [OL B[H[L VM 2HSPMVYUPH% HZ B\YL[`% HYL OLSK HUK MPYTS` IV\UK \U[V [OL 2P[` PU [OL WLUHS Z\T VM 3VSSHYZ #"$% [OPZ HTV\U[ ILPUN UV[ SLZZ [OHU [OL [V[HS 2VU[YHJ[ @YPJL% PU SH^M\S TVUL` VM [OL DUP[LK B[H[LZ VM 0TLYPJH% MVY [OL WH`TLU[ VM ^OPJO Z\T ^LSS HUK [Y\S` [V IL THKL% ^L IPUK V\YZLS]LZ% V\Y OLPYZ% Z\JJLZZVYZ L_LJ\[VYZ HUK HKTPUPZ[YH[VYZ% QVPU[S` HUK ZL]LYHSS`% MPYTS` I` [OLZL WYLZLU[Z& C74 2?>38C8?> ?5 C78B ?1<860C8?> 8B BD27 C70C% PM [OL OLYLI` IV\UKLK @YPUJPWHS% OPZ% OLY VY P[Z OLPYZ% L_LJ\[VYZ% HKTPUPZ[YH[VYZ% Z\JJLZZVYZ VY HZZPNUZ% ZOHSS PU HSS [OPUNZ Z[HUK [V HUK HIPKL I`% HUK ^LSS HUK [Y\S` RLLW HUK WLYMVYT [OL JV]LUHU[Z% JVUKP[PVUZ HUK WYV]PZPVUZ PU [OL 2VU[YHJ[ HUK HU` HS[LYH[PVU [OLYLVM THKL HZ [OLYLPU WYV]PKLK% VU [OL @YPUJPWHScZ WHY[% [V IL RLW[ HUK WLYMVYTLK H[ [OL [PTL HUK PU [OL THUULY [OLYLPU ZWLJPMPLK% HUK PU HSS YLZWLJ[Z HJJVYKPUN [V [OLPY [Y\L PU[LU[ HUK TLHUPUN% HUK ZOHSS PUKLTUPM` HUK ZH]L OHYTSLZZ [OL 2P[`% P[Z VMMPJLYZ% HNLU[Z HUK LTWSV`LLZ% HZ [OLYLPU Z[PW\SH[LK% [OLU [OPZ VISPNH[PVU ZOHSS ILJVTL U\SS HUK ]VPK- V[OLY^PZL% P[ ZOHSS IL HUK YLTHPU PU M\SS MVYJL HUK LMMLJ[& 0Z H WHY[ VM [OL VISPNH[PVU ZLJ\YLK OLYLI` HUK PU HKKP[PVU [V [OL MHJL HTV\U[ ZWLJPMPLK [OLYLMVY% [OLYL ZOHSS IL PUJS\KLK JVZ[Z HUK YLHZVUHISL L_WLUZLZ HUK MLLZ% PUJS\KPUN YLHZVUHISL H[[VYUL`Zc MLLZ% PUJ\YYLK I` 2P[` PU Z\JJLZZM\SS` LUMVYJPUN Z\JO VISPNH[PVU% HSS [V IL [H_LK HZ JVZ[Z HUK PUJS\KLK PU HU` Q\KNTLU[ YLUKLYLK& B\YL[` OLYLI` ^HP]LZ HU` Z[H[\[L VM SPTP[H[PVUZ HZ P[ HWWSPLZ [V HU HJ[PVU VU [OPZ 1VUK& COL B\YL[` OLYLI` Z[PW\SH[LZ HUK HNYLLZ [OH[ UV JOHUNL% L_[LUZPVU VM [PTL% HS[LYH[PVU VY HKKP[PVU [V [OL [LYTZ VM [OL 2VU[YHJ[ VY VM [OL EVYR [V IL WLYMVYTLK [OLYL\UKLY VY [OL ZWLJPMPJH[PVUZ HJJVTWHU`PUN [OL ZHTL ZOHSS PU HU`^PZL HMMLJ[ P[Z VISPNH[PVUZ \UKLY [OPZ 1VUK% HUK P[ KVLZ OLYLI` ^HP]L UV[PJL VM HU` Z\JO JOHUNL% L_[LUZPVU VM [PTL% HS[LYH[PVU VY HKKP[PVU [V [OL [LYTZ VM [OL 2VU[YHJ[ VY [V [OL EVYR VY [V [OL ZWLJPMPJH[PVUZ& B\YL[` OLYLI` ^HP]LZ [OL WYV]PZPVUZ VM 2HSPMVYUPH 2P]PS 2VKL BLJ[PVUZ '*() HUK '*(+& COL 2P[` PZ [OL WYPUJPWHS ILULMPJPHY` VM [OPZ 1VUK HUK OHZ HSS YPNO[Z VM H WHY[` OLYL[V& 8> E8C>4BB E74A4?5% [^V #'$ PKLU[PJHS JV\U[LYWHY[Z VM [OPZ PUZ[Y\TLU[% LHJO VM ^OPJO ZOHSS MVY HSS W\YWVZLZ IL KLLTLK HU VYPNPUHS OLYLVM% OH]L ILLU K\S` L_LJ\[LK I` @YPUJPWHS HUK B\YL[`% VU [OL KH[L ZL[ MVY[O ILSV^% [OL UHTL VM LHJO JVYWVYH[L WHY[` ILPUN OLYL[V HMMP_LK HUK [OLZL WYLZLU[Z K\S` ZPNULK I` P[Z \UKLYZPNULK YLWYLZLU[H[P]L#Z$ W\YZ\HU[ [V H\[OVYP[` VM P[Z NV]LYUPUN IVK`& 3H[LK, a@YPUJPWHSb aB\YL[`b 1`, 8[Z 1`, 1`, 8[Z 8[Z 1`, 8[Z "062=#"062=# .@D6* 19;C +@?5 >ECD 36 6H64ED65 ;? 5EA=;42D6 2?5 52D65$ 2== C;8?2DEB6C >ECD 36 ?@D2B;J65$ 2?5 6F;56?46 @7 D96 2ED9@B;DI @7 2?I A6BC@? 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IKHIHL9E!! '=Zh^\c*;j^aYZgph!IgdedhVa![dg!=Zh^\c*;j^aY!LZgk^XZh)!! YViZY!CVcjVgn!//)!/-/1![dg!<^in!d[!LZVa!;ZVX]!*!AZVi]Zg! IVg`!*!BbegdkZbZci!Igd_ZXi!'Igd_ZXi!Gd+!I*-.---/5(8!DR9! <F9L!'1*.5*4/*--24<(! ! ! ! >QAB;BM!B! LM9M>!H?!<9EB?HKGB9!FNEMBIE>!9P9K=! L<A>=NE>!GHG*F9G=9MHKR!PBMA!DR9!L>KOB<>L)! <F9L!GH+!1*/-*45*--56<!LNIIE>F>GM!GH+!2!! ! ! ! Agenda Item K AGENDA STAFF REPORT DATE:February 26, 2024 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Iris Lee, Director of Public Works SUBJECT:Proposition 218 Protest Public Hearing – Proposed Water and Sewer Rates Adjustment: Staff Recommendation to (1) Conclude Pending Majority Protest Process Without Action on the Proposed Rates, (2) Set New Public Hearing Date for Consideration of Water and Sewer Rates Adjustment Based on Completed Rate Study, (3) Provide Notice to Customers and Record Owners of New Public Hearing and Majority Protest Proceedings, and (4) Adopt Procedures Applicable to the Conduct of the New Public Hearing and Majority Protest Process ________________________________________________________________ SUMMARY OF REQUEST: 1. That the City Council re-open the public hearing that was opened on February 12, 2024 and continued to February 26, 2024, take any remaining public comments, close the public hearing, conclude the pending majority protest process for the water and sewer rates adjustment, and take no further action to adopt the rates adjustment pursuant to the pending process; and, 2. Adopt Resolution 7496 to: (1) set a new public hearing to consider the proposed water and sewer rates adjustment and associated rate study; and (2) authorize the City Manager to notify customers and record owners of the proposed water and sewer rates adjustment in accordance with Proposition 218; and, 3. Adopt Resolution 7497 to adopt procedures applicable to the conduct of the public hearing majority protest proceedings. BACKGROUND AND ANALYSIS: Background: On February 12, 2024, the City Council opened a public hearing to consider proposed adjustments to water and sewer rates based on a rate study dated Page 2 1 7 3 2 December 28, 2023. The proposed rates are outlined in the rate study, a copy of which is attached to this report. The City Council received public comment and accepted protests during the public hearing, then voted unanimously to continue the public hearing to February 26, 2024. Following the February 12, 2024 public hearing, City staff carefully evaluated the public comments and considered options to address those comments. Some speakers requested more time to evaluate the proposed rates adjustment and rate study. Others requested additional notice about the proposed rates adjustment and information about how to submit a protest. Residents of Leisure World requested greater participation in the majority protest process. Staff believes that these comments are best addressed by closing the public hearing and concluding the pending majority protest process, setting a new public hearing in May 2024 and providing notice to a greater segment of the City to include customers, record owners of parcels subject to the water or sewer charge and Leisure World co-op residents about the hearing and who can participate in the majority protest process. Leisure World: With respect to Leisure World, the City Attorney’s Office spoke with representatives of the Golden Rain Foundation’s finance department in order to better understand Leisure World’s ownership structure and parcelization. The following information was provided to the City Attorney’s Office: •Leisure World is comprised of 16 mutuals: 15 co-ops and 1 condominium.1 •Each of the 15 co-op mutuals is comprised of between 2 and 17 parcels of real property, for a total of 109 parcels. o The 15 co-ops are comprised of 6,482 units, and residents purchase stock in the applicable co-op, but do not own their individual unit and the mutual corporation is the record owner of the parcels. o The condominium is comprised of 126 individually-owned units, each of which is assigned an assessor’s parcel number. •The Golden Rain Foundation owns 14 separate parcels. •In total, Leisure World is comprised of 249 parcels. •The Golden Rain Foundation is the only water and sewer customer within Leisure World, meaning that none of the residents have a water or sewer account and, therefore, are not directly responsible to pay the water or sewer charges to the City. Proposition 218 requires notices to be provided to “record owners” of property that receive water and/or sewer service (“Identified Parcels”). In addition, it requires the City to count written protests from record owners of Identified Parcels and persons directly responsible for the bill (“customers”) in determining the existence 1 There is no “Mutual 13” in Leisure World due to the number 13 being perceived as bad luck. Page 3 1 7 3 2 of a majority protest, but only one protest may be counted for each parcel. Accordingly, a maximum of 249 written protests may be counted in connection with the 249 parcels in Leisure world: •14 from the Golden Rain Foundation •109 from the mutuals •126 from each individual owner of a condo unit As the only customer, the Golden Rain Foundation may also submit a written protest in connection with one or more of the Identified Parcels. City staff had previously noticed the co-op Mutuals and Golden Rain Foundation, as the “record owners” within Leisure World. In order to better inform residents throughout Leisure World, City staff proposes to go beyond the requirements of Proposition 218 and provide a new notice to shareholders of co-op units, all condominium owners, each co-op Mutual, and the Golden Rain Foundation. Shareholder information will need to be provided by the Golden Rain Foundation. The notice along with the Procedures will explain Proposition 218’s majority protest process as it applies to Leisure World. Specifically, that each Mutual may submit one written protest per Identified Parcel owned by the Mutual, each condominium owner may submit a written protest (because each condo is a separately owned parcel), and the Golden Rain Foundation may submit a written protest for each parcel it owns, and may also submit one or more written protest as a customer (only one written protest is counted per Identified Parcel in determining the existence of a majority protest). Each co-op Mutual can determine whether to submit a written protest for the parcels its owns, and co-op shareholders should inform their Mutual or the Golden Rain Foundation of their desire for a written protest to be filed. City staff believes that the new notice will increase the availability of information within Leisure World and enhance resident participation in the rate setting process. New Public Hearing and Hearing Notice Staff is proposing to re-notice the water and sewer rates adjustment and to conduct a new public hearing. As a result, staff is recommending to conclude the pending public hearing and majority protest process. The new public hearing will be conducted on May 13, 2024. At the conclusion of the new public hearing on May 13, 2024, the City Clerk will complete the tabulation of all written protests received from record property owners of Identified Parcels, water customers, and sewer customers, including those received during the prior public hearing that concluded on February 26, 2024. Only one written protest will be counted per property parcel. The City Clerk will then report on the results to the City Council. As of the date of this Staff Report, approximately 300 written protests have been submitted to the City as part of the current majority protest process. Staff is Page 4 1 7 3 2 recommending that the City Council count those written protests, as well as any additional written protests submitted in connection with the new majority protest process so that persons who have submitted a written protest do not need to submit new written protests. Persons who have submitted a written protest may also elect to rescind the protest, if desired. Tabulation of the written protests will be undertaken separately for the proposed water rate adjustment and proposed sewer rate adjustment. If, according to the final tabulation, written protests against the rate adjustment (submitted by record owners of Identified Parcels and/or water and sewer customers, as applicable, with only one protest per parcel counted) exceed more than 50% of the Identified Parcels, a majority protest exists, and the City Council shall not impose the water or sewer rate increase, as applicable. If the final tabulation is less than 50% of all the parcels in the City, the City Council may consider implementing the phases rate increases beginning June 1, 2024, and then on January 1 for each year from 2025 through 2028 as outlined in the rate study. Majority Protest Procedures Proposition 218 authorizes the City to adopt procedures for the conduct of a public hearing and majority protest proceedings. Staff believes that such procedures would help the public, the City Clerk, and City Council understand how protests will be counted for each parcel. A draft set of procedures is attached to this report for the Council’s consideration. ENVIRONMENTAL IMPACT: This item is not subject to the California Environmental Quality Act (“CEQA”) because CEQA does not apply to the establishment, modification, structuring, restructuring, or approval of water and sewer rates under Public Resources Code Section 21080(b)(8). The proposed rates are proposed to meet operating expenses, purchase necessary supplies and equipment, meet financial reserve needs, and fund capital projects necessary to maintain service within the existing service area. Furthermore, it is not a “project” as defined under Section 15378(b) of the state CEQA Guidelines. This item is also exempt from CEQA pursuant to Section 15061(b)(3) of the Guidelines because it can be seen with certainty that the approval of Water and Sewer Utility Rates will not have a significant effect on the environment. LEGAL ANALYSIS: The City Attorney has approved the resolutions as to form. FINANCIAL IMPACT: If the anticipated adjustment in water and sewer rates had taken effect on April 1, 2024, the projected revenue is as follows: Page 5 1 7 3 2 Projected Water Utility Revenue FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Projected Revenue $6.7M $9.3M $11.2M 12.8M $14.2M Projected Sewer Utility Revenue FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Projected Revenue $2.5M $3.4M $4.1M $4.8M $5.2M Because the water and sewer rates are not expected to take effect on April 1, 2024, some revenue expected in the rate study will not be collected. Each month of delay in implementation of the new rates after April 1st is equal to approximately $170,000 of uncollected revenues. As a result, approximately $340,000 in rate revenue would not be collected. This means that some portion of the anticipated capital and operating costs would either be subsidized by the general fund (or deferred). Furthermore, the cost associated with additional outreach and re-noticing is estimated at $60,000. This amount will be brought to City Council for consideration as a separate item. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. RECOMMENDATION: 1. That the City Council re-open the public hearing that was opened on February 12, 2024 and continued to February 26, 2024, take any remaining public comments, close the public hearing, conclude the pending majority protest process for the water and sewer rates adjustment, and take no further action to adopt the rates adjustment pursuant to the pending process; and, 2. Adopt Resolution 7496 to: (1) set a new public hearing to consider the proposed water and sewer rates adjustment and associated rate study; and (2) authorize the City Manager to notify customers and record owners of the proposed water and sewer rates adjustment in accordance with Proposition 218; and, 3. Adopt Resolution 7497 to adopt procedures applicable to the conduct of the public hearing majority protest proceedings. Page 6 1 7 3 2 SUBMITTED BY: NOTED AND APPROVED: Iris Lee Jill R. Ingram Iris Lee, Director of Public Works Jill R. Ingram, City Manager ATTACHMENTS: A. Rate Study B. Resolution 7496 Setting New Public Hearing C. Resolution 7497 Adopting Majority Protest Procedures Water and Wastewater Financial Plan and Rate Study Draft Final Report / December 28, 2023 CITY OF SEAL BEACH This page intentionally left blank to facilitate two-sided printing. 445 S. Figueroa St., Suite 1925 Los Angeles, CA 90071 www.raftelis.com December 28, 2023 Ms. Iris Lee Director of Public Works City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Subject: Water and Wastewater Financial Plan and Rate Study Dear Ms. Lee, Raftelis Financial Consultants, Inc. (Raftelis) is pleased to provide this Water and Wastewater Financial Plan and Rate Study Report (Report) for the City of Seal Beach (City) to establish a financial plan and water and wastewater rates that are based on the City’s cost to serve water and collect wastewater. The major study objectives include: • Developing financial plans for the water and wastewater enterprises to ensure revenue is sufficient to pay for operation and maintenance (O&M) and capital investment • Ensuring debt coverage ratios are adequate for future debt • Establishing sufficient reserves • Setting water and wastewater rates to achieve the above goals It has been a pleasure working with you and your staff, and we thank you and City staff for the support provided during the study. Sincerely, Steve Gagnon, PE Sarah Wingfield Senior Manager Lead Consultant 4 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Table of Contents 1. Executive Summary ................................................................................................................................... 8 1.0. Study Background .......................................................................................................................................................... 8 1.1. Water - Results and Recommendations ........................................................................................................................ 8 1.2. Wastewater - Results and Recommendations ............................................................................................................. 11 2. Water Financial Plan ............................................................................................................................... 13 2.0. Water System Background .......................................................................................................................................... 13 2.1. Key Assumptions .......................................................................................................................................................... 13 2.2. Revenues from Current Rates ...................................................................................................................................... 14 2.3. Water Operating and Maintenance Expenses ............................................................................................................. 17 2.4. Water Capital Improvement Projects (CIP) .................................................................................................................. 19 2.5. Water Existing and Proposed Debt Service .................................................................................................................. 19 2.6. Financial Reserve Policy ............................................................................................................................................... 20 2.7. Status Quo Financial Plan (Financial Plan without Revenue Increases) ...................................................................... 20 2.8. Proposed Financial Plan ............................................................................................................................................... 22 3. Water Five-Year Rates ............................................................................................................................ 26 3.0. Water Rates and Charge ............................................................................................................................................. 26 3.1. Pass-Through Rates ..................................................................................................................................................... 27 4. Water Bill Impacts .................................................................................................................................... 28 5. Wastewater Financial Plan ...................................................................................................................... 30 5.0. Wastewater System Background ................................................................................................................................. 30 5.1. Key Assumptions .......................................................................................................................................................... 30 5.2. Revenues from Current Rates ...................................................................................................................................... 31 5.3. Operating and Maintenance Expenses ........................................................................................................................ 32 5.4. Capital Improvement Projects (CIP) ............................................................................................................................. 32 5.5. Existing and Proposed Debt Service ............................................................................................................................. 33 5.6. Financial Reserve Policy ............................................................................................................................................... 33 5.7. Status Quo Financial Plan (Without Revenue Increases) ............................................................................................. 34 5.8. Proposed Financial Plan ............................................................................................................................................... 35 6. Five-Year Wastewater Rates .................................................................................................................. 39 7. Wastewater Bill Impacts .......................................................................................................................... 40 List of Tables Table 1-1: Proposed Water Revenue Adjustments .............................................................................................. 9 Table 1-2: Current and Proposed Five-Year Monthly Water Fixed Charges ..................................................... 10 Table 1-3: Proposed Five-Year Volumetric Rates ($/hcf) .................................................................................. 11 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 5 Table 1-4: Proposed Wastewater Revenue Adjustments .................................................................................. 11 Table 1-5: Proposed Five-Year Wastewater Fixed Charges ($/bi-monthly) ...................................................... 12 Table 1-6: Proposed Five-Year Wastewater Volumetric Rates ($/hcf) .............................................................. 12 Table 2-1: Cost and Water Purchase Inflation Assumptions ............................................................................. 13 Table 2-2: Water Account and Demand Growth ................................................................................................ 14 Table 2-3: Current Water Monthly Fixed Charges ($/month) ............................................................................. 14 Table 2-4: Current Volumetric Water Rates ($/hcf) ............................................................................................ 15 Table 2-5: Current Water Accounts .................................................................................................................... 15 Table 2-6: Current Private Fire Accounts ........................................................................................................... 16 Table 2-7: Projected Water Use ......................................................................................................................... 16 Table 2-8: Projected Water Rate Revenue with Current Rates ......................................................................... 16 Table 2-9: Projected Water Non-Rate Revenues .............................................................................................. 17 Table 2-10: Projected Water Supply and Demand ............................................................................................ 17 Table 2-11: Water Supply Unit Costs ................................................................................................................. 18 Table 2-12: Water Supply Costs ........................................................................................................................ 18 Table 2-13: Total Water O&M Costs .................................................................................................................. 19 Table 2-14: Five-Year Water CIP ....................................................................................................................... 19 Table 2-15: Water Debt Service ......................................................................................................................... 19 Table 2-16: Water Proposed Debt...................................................................................................................... 20 Table 2-17: Water Reserve Policies ................................................................................................................... 20 Table 2-18: Water Status Quo Financial Plan .................................................................................................... 21 Table 2-19: Water Revenue Increases .............................................................................................................. 22 Table 2-20: Water Proposed Financial Plan ...................................................................................................... 23 Table 3-1: Current and Proposed Five-Year Bi-Monthly Water Fixed Charges ................................................ 26 Table 3-2: Proposed Five-Year Volumetric Rates ($/hcf) .................................................................................. 27 Table 5-1: Wastewater Inflation Assumptions .................................................................................................... 30 Table 5-2: Current Wastewater Accounts .......................................................................................................... 31 Table 5-3: Estimated Wastewater Flows (hcf) ................................................................................................... 31 Table 5-4: Current Wastewater Monthly Fixed Charges .................................................................................... 31 Table 5-5: Current Volumetric Wastewater Charges ($/hcf) .............................................................................. 32 Table 5-6: Projected Wastewater Rate Revenue under Current Rates............................................................. 32 Table 5-7: Projected Wastewater Non-Rate Revenues ..................................................................................... 32 Table 5-8: Total Wastewater O&M Costs ........................................................................................................... 32 Table 5-9: Five-Year Wastewater CIPs .............................................................................................................. 33 Table 5-10: Current Wastewater Debt Service .................................................................................................. 33 Table 5-11: Proposed Wastewater Debt Service ............................................................................................... 33 Table 5-12: Wastewater Reserve Policies ......................................................................................................... 34 Table 5-13: Wastewater Status Quo Financial Plan .......................................................................................... 34 Table 5-14: Wastewater Revenue Adjustments ................................................................................................. 35 Table 5-15: Wastewater Proposed Financial Plan ............................................................................................. 36 Table 6-1: Proposed Five-Year Wastewater Fixed Charges ($/bi-month) ........................................................ 39 Table 6-2: Proposed Five-Year Wastewater Volumetric Rates ($/hcf) .............................................................. 39 List of Figures Figure 2-1: Water Operating Financial Plan ....................................................................................................... 24 Figure 2-2: Water Capital Funding Plan ............................................................................................................. 24 Figure 2-3: Water Debt Coverage ...................................................................................................................... 25 6 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Figure 2-4: Water Ending Reserve Balances ..................................................................................................... 25 Figure 4-1: Water Bill Impacts ............................................................................................................................ 28 Figure 4-2: Leisure World Water Bill Impacts .................................................................................................... 28 Figure 4-3: Aquatic Park Water Bill Impacts ...................................................................................................... 29 Figure 5-1: Wastewater Operating Financial Plan ............................................................................................. 37 Figure 5-2: Debt Coverage Ratio ....................................................................................................................... 37 Figure 5-3: Capital Funding Sources ................................................................................................................. 38 Figure 5-4: Wastewater Ending Reserve Balances (All Reserves) ................................................................... 38 Figure 7-1: Wastewater Bill Impacts by Customer Class ................................................................................... 40 Figure 7-2: Leisure World Wastewater Bill Impacts ........................................................................................... 40 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 7 This page intentionally left blank to facilitate two-sided printing. 8 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 1. Executive Summary 1.0. Study Background In 2023, the City of Seal Beach engaged Raftelis to conduct a Water and Wastewater Financial Plan and Rate Study (Study) to help its utilities adapt to the post-COVID 19 environment, and maintain adequate debt coverage for the foreseeable future. Inflationary pressure not seen for 40-years, increased wholesale water costs from the Orange County Water District and the Municipal Water District of Orange County and reduced water sales have impacted the financial health of the water and wastewater utilities. This rate study proposes rates to keep the utilities financially healthy so that they can continue to provide water and wastewater service. The last comprehensive rate study was completed in late 2020 and rates were adopted in May of 2021. The last study included a cost of service analysis and rate structure design. This study uses the cost of service and rate structure from the prior study and does not propose changes to the rate structure. 1.0.1. STUDY OBJECTIVES The study’s objectives include the following: • Develop financial plans for the water and wastewater enterprises to ensure the utilities meet operation and maintenance (O&M) costs and capital costs • Develop sufficient reserves • Establish a plan for proposed debt issuances and ensure adequate debt coverage • Assess customer bill impacts from the proposed rate increases 1.1. Water - Results and Recommendations 1.1.1. WATER REVENUE NEEDS The following items affect the City’s revenue needs (also known as revenue requirements) and thus its rates. The City’s expenses include O&M expenses and capital expenses, including debt service. » Capital investment requirements: The City plans to invest approximately $40 million in its water infrastructure over the next five fiscal years. The capital replacement projects will be funded through a combination of rate funding, debt, and external funding sources. A more detailed discussion of the projected capital improvement projects to be funded through the five-year CIP is provided in Table 2-14. » Rising inflation: The capital expenditures described above have been impacted by inflation. Cost estimates for capital projects have increased by 1.5 times due to recent inflation1. The City’s operating expenditures in categories such as: general, personnel, utilities, equipment and materials etc., are also rising due to inflation. » Reserve Funding: The City currently has two primary reserves: an operating and a capital replacement reserve. The operating reserve target, modeled in this study, is 25% of annual O&M expenses or 1 The price of water: Increasing cost estimates for VenturaWaterPure raise concerns | News | vcreporter.com CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 9 approximately 90 days of operating expenses. The capital replacement reserve minimum is 25% of the average annual cash funded CIP expenses. » Debt Coverage Requirements: The City currently has debt and proposes to issue future debt. The City enters into a covenant with its bondholders in which it pledges to set rates so that it collects 1.2 times its expenses. This is known as a debt service coverage requirement of 1.20. 1.1.2. PROPOSED WATER REVENUE ADJUSTMENTS AND RATE INCREASES The City’s rising capital and operational costs will require additional revenue to continue to provide safe and reliable water. The cumulative revenue increases required to meet expenditures are shown below in Table 1-1. The revenue increases shown for each fiscal year are compared to current fiscal year ending (FYE) 2024 revenue, shown as revenue adjustments. Table 1-1: Proposed Water Revenue Adjustments Fiscal Year FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Effective Date April 1, 2024 January 1, 2025 January 1, 2026 January 1, 2027 January 1, 2028 Revenue Adjustment $508,000 $3,089,000 $4,980,000 $6,579,000 $7,977,000 1.1.2.1. Current and Proposed Fixed Charges The current and proposed monthly fixed charges by customer class are shown in Table 1-2. Note that all rates shown below are in monthly terms however the City bill bi-monthly except for Leisure World. The rates shown in the “Current” column are effective as of January 1, 2024. The FYE 2024 rates are to be implemented on April 1, 2024. All other years (FYE 2025-2028) will be implemented on January 1 of the respective fiscal year. 10 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Table 1-2: Current and Proposed Five-Year Monthly Water Fixed Charges Description Current (1/1/2024) FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Fixed Rates (All Customers) 5/8" $24.25 $32.25 $40.32 $47.17 $52.83 $58.11 3/4" $24.25 $32.25 $40.32 $47.17 $52.83 $58.11 1" $36.07 $47.97 $59.97 $70.16 $78.58 $86.44 1 1/2" $69.88 $92.93 $116.17 $135.92 $152.23 $167.45 2" $105.71 $140.59 $175.73 $205.61 $230.28 $253.31 3" $188.08 $250.15 $312.68 $365.84 $409.74 $450.71 4" $312.94 $416.20 $520.25 $608.70 $681.74 $749.92 6" $616.21 $819.56 $1,024.45 $1,198.61 $1,342.44 $1,476.68 8" $985.61 $1,310.86 $1,638.58 $1,917.13 $2,147.19 $2,361.91 10" $1,410.78 $1,876.34 $2,345.42 $2,744.14 $3,073.44 $3,380.78 6" Leisure World $616.21 $819.56 $1,024.45 $1,198.61 $1,342.44 $1,476.68 2’’ Aquatic Park $159.53 $212.17 $265.21 $310.30 $347.53 $382.28 Private Fire Line Charges 4" $25.20 $33.51 $41.89 $49.01 $54.89 $60.38 6" $73.18 $97.33 $121.66 $142.34 $159.43 $175.37 8" $155.95 $207.41 $259.27 $303.34 $339.74 $373.72 10" $280.46 $373.01 $466.26 $545.52 $610.98 $672.08 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 11 The proposed volumetric rates by class are shown in Table 1-3. The implementation schedule for volumetric rates will be the same as the fixed charges described above. Table 1-3: Proposed Five-Year Volumetric Rates ($/hcf) Description Tier Definition (hcf) Current (1/1/2024) FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Residential Tier 1 0-17 $3.49 $4.64 $5.80 $6.79 $7.60 $8.36 Tier 2 17+ $3.69 $4.91 $6.13 $7.18 $8.04 $8.84 Multi-Family Residential Tier 1 0-17* $3.49 $4.64 $5.80 $6.79 $7.60 $8.36 Tier 2 17+ $3.65 $4.85 $6.07 $7.10 $7.95 $8.75 Leisure World Tier 1 0-17** $3.49 $4.64 $5.80 $6.79 $7.60 $8.36 Tier 2 17+ $3.65 $4.85 $6.07 $7.10 $7.95 $8.75 Commercial $3.49 $4.64 $5.80 $6.79 $7.60 $8.36 Irrigation $3.57 $4.75 $5.94 $6.94 $7.78 $8.56 City $3.53 $4.69 $5.87 $6.87 $7.69 $8.46 Aquatic Park $3.95 $5.25 $6.57 $7.68 $8.61 $9.47 * Multi-Family tier allocations are determined by multiplying the hcf definition shown above (17 hcf) by the number of dwelling units for a given account. For example, the tier allocation for a Multi-Family account with two dwelling units would be equal to 17 hcf X 2 dwelling units = 34 hcf bimonthly. ** Leisure World tier allocations are determined in the same manner as MFR, by multiplying dwelling units by the individual allocation of 17 hcf. 1.2. Wastewater - Results and Recommendations 1.2.1. WASTEWATER REVENUE NEEDS The wastewater enterprise has similar cost pressures as the water utility and the City must plan for infrastructure repairs to its wastewater system. The City is planning for approximately $16 million (in today’s dollars) in capital replacement projects from FYE 2024 to FYE 2028. These projects will be financed through a combination of rate (cash) and debt funding. The City will continue to pursue more advantageous external funding sources as they become available. 1.2.2. PROPOSED WASTEWATER REVENUE ADJUSTMENTS AND RATE INCREASES As described above, the City’s rising capital and operational costs will require additional revenue to continue to provide wastewater collection services. The revenue increases required to do so are shown below in Table 1-4. The cumulative revenue increases are in addition to the revenue collected in FYE 2024. Table 1-4: Proposed Wastewater Revenue Adjustments Fiscal Year FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Effective Date April 1, 2024 January 1, 2025 January 1, 2026 January 1, 2027 January 1, 2028 Revenue Adjustment $194,000 $1,133,000 $1,844,000 $2,482,000 $2,943,000 12 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 1.2.3. CURRENT AND PROPOSED WASTEWATER RATES The City’s current and proposed wastewater rates and charges, for the five-year study period, are shown below in Table 1-5 and Table 1-6. The fixed charges are shown in monthly terms. The implementation date for the new rates April 1, 2024 (FYE 2024); for every subsequent year, the rate increases will be implemented on January 1 of the respective fiscal year. Table 1-5: Proposed Five-Year Wastewater Fixed Charges ($/monthly) Description Current (1/1/2024) FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Single Family Residential $24.02 $32.43 $40.21 $47.85 $54.07 $57.85 Multi-Family Residential $0.61 $0.82 $1.02 $1.22 $1.37 $1.47 Commercial $0.61 $0.82 $1.02 $1.22 $1.37 $1.47 City $0.61 $0.82 $1.02 $1.22 $1.37 $1.47 Leisure World - Fixed Charge $0.61 $0.82 $1.02 $1.22 $1.37 $1.47 Leisure World - Flat Rate (monthly) $1,099.03 $1,483.69 $1,839.78 $2,189.33 $2,473.95 $2,647.12 Aquatic Park - Sewer Service Equity Charge $498.75 $673.31 $834.91 $993.54 $1,122.70 $1,201.29 Aquatic Park - Sewer Capital Equity Charge $661.00 $892.35 $1,106.51 $1,316.75 $1,487.93 $1,592.08 Navy - Sewer Meter $0.61 $0.82 $1.02 $1.22 $1.37 $1.47 Table 1-6: Proposed Five-Year Wastewater Volumetric Rates ($/hcf) Description Current FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Multi-Family Residential $4.00 $5.40 $6.70 $7.97 $9.00 $9.63 Commercial $4.00 $5.40 $6.70 $7.97 $9.00 $9.63 City $4.00 $5.40 $6.70 $7.97 $9.00 $9.63 Navy - Sewer Meter $0.24 $0.32 $0.40 $0.48 $0.54 $0.58 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 13 2. Water Financial Plan This section describes the Water Financial Plan and the assumptions used to project operating and capital expenses, as well as reserve policies and debt coverage requirements that determine the overall rate increases needed for a sustainable water enterprise. 2.0. Water System Background The City has access to both surface water and groundwater sources. The City gets approximately 85% or more of its water from groundwater as allocated by the Orange County Water District (OCWD). The City has three active wells that draw water from the 350 square mile Orange County Basin, which is managed OCWD. The City has a limit, or basin pumping percentage (BPP), above which the City is assessed an additional charge (i.e., Basin Equity Assessment). Groundwater production at or below the BPP is charged a Replenishment Assessment. The City also has access to imported water through the Municipal Water District of Orange County (MWDOC), which sells surface water from the Metropolitan Water District of Southern California (MWD). 2.1. Key Assumptions The Study Period is FYE 2024 to FYE 2028, with proposed rate increases presented for the same period. Various assumptions were incorporated into the Study based on discussions with and/or direction from City staff. These include the projected number of accounts, future water demand, and inflationary factors. 2.1.1. INFLATIONARY COST ASSUMPTIONS The inflation factors are used to project costs over the Study period. Inflationary factors are presented in Table 2-1. Budgeted values were provided for both FYE 2023 and 2024, therefore the factors shown below are applied to years FYE 2025 and forward. Orange County Water District (OCWD) provided wholesale rates in their forecast; those were then used to project future groundwater charges. MWDOC also provided a forecast for FYE 2025 through FYE 2027. Table 2-1: Cost and Water Purchase Inflation Assumptions Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 General Budget 5.0% 5.0% 3.0% 3.0% Personnel Budget 8.0% 8.0% 8.0% 8.0% Utilities Budget 8.0% 7.0% 6.0% 5.0% OCWD Budget per forecast per forecast per forecast per forecast MWDOC Budget 7.0% 6.0% 6.0% 6.0% Capital Budget 6.0% 5.0% 4.0% 3.0% 2.1.2. ACCOUNT GROWTH AND WATER DEMAND ASSUMPTIONS To estimate future water rate revenue, Raftelis estimated account growth (i.e., new connections) and changes in annual water demand as shown in Table 2-2. The study assumes no increase in water use from FYE 2023 which is conservative and reflects state programs seeking to reduce water use (Making Water Conservation a Way of California Life). Raftelis assumed no account growth since the City is mostly built out and sees little increase in accounts. The drop in water demand for the commercial class in FYE 2026 is based on the loss of 14 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Parkwood Estates, which is water sold to the Golden State Water Company. Golden State Water Company desires to serve water to Parkwood Estates. Table 2-2: Water Account and Demand Growth Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Account Growth 0.0% 0.0% 0.0% 0.0% 0.0% Demand Factors Residential 100% 100% 100% 100% 100% Commercial 100% 100% 95% 100% 100% Irrigation 100% 100% 100% 100% 100% 2.2. Revenues from Current Rates Raftelis developed a five-year Water Financial Plan, which models anticipated revenues and expenses. To calculate the projected revenue (without rate adjustments), the number of accounts is multiplied by the monthly fixed charge (Table 2-3) and the total water use is multiplied by the volumetric rate (Table 2-4). Current monthly fixed charges are shown below in Table 2-3, and current volumetric ($/hcf) charges are shown in Table 2-4. Table 2-3: Current Water Monthly Fixed Charges ($/month) Description FYE 2024 (Effective Jan 1, 2024) Fixed Rates (All Customers) 5/8" $24.25 3/4" $24.25 1" $36.07 1 1/2" $69.88 2" $105.71 3" $188.08 4" $312.94 6" $616.21 8" $985.61 10" $1,410.78 6" Leisure World $616.21 2’’ Aquatic Park $159.53 Private Fire Line Charges 4" $25.20 6" $73.18 8" $155.95 10" $280.46 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 15 Table 2-4: Current Volumetric Water Rates ($/hcf) Description Tier Definitions (hcf) FYE 2024 (Effective Jan 1, 2024) Residential Tier 1 0-17 $3.49 Tier 2 17+ $3.69 Multi-Family Residential Tier 1 0-17* $3.49 Tier 2 17+ $3.65 Leisure World Tier 1 0-17** $3.49 Tier 2 17+ $3.65 Commercial $3.49 Irrigation $3.57 City $3.53 Aquatic Park $3.95 * Multi-Family tier allocations are determined by multiplying the hcf definition shown above (17 hcf) by the number of dwelling units for a given account. For example, the tier allocation for a Multi-Family account with two dwelling units would be equal to 17 hcf X 2 dwelling units = 34 hcf bimonthly. ** Leisure World tier allocations are determined in the same manner as MFR, by multiplying dwelling units by the individual allocation of 17 hcf. Table 2-5 and Table 2-6 present the number of accounts by meter size for all customers and private fire connections, respectively, in FYE 2023. Note that these remain constant due to the assumption of zero account growth (Table 2-2); therefore, only the first year is shown. Table 2-5: Current Water Accounts Description FYE 2023 5/8'' 349 3/4'' 3,835 1" 818 1.5" 111 2" 191 3" 14 4" 14 6" 7 8" 2 10" 2 12'' 0 Leisure World (6'') 1 Total 5,344 16 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Table 2-6: Current Private Fire Accounts Description FYE 2023 4'' 20 6'' 14 8" 18 10" 14 Total 66 Table 2-7 shows the distribution of water use by class and tier for the study period. Water demand remains constant (except for the minor decrease in commercial use due to the absence of Parkwood Estates) per the assumption in Table 2-2. All values are shown in hundred cubic feet (hcf). Table 2-7: Projected Water Use Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Residential Tier 1 303,953 303,953 303,953 303,953 303,953 Tier 2 83,627 83,627 83,627 83,627 83,627 Subtotal 387,580 387,580 387,580 387,580 387,580 Multi-Family Residential Tier 1 92,553 92,553 92,553 92,553 92,553 Tier 2 26,747 26,747 26,747 26,747 26,747 Subtotal 119,300 119,300 119,300 119,300 119,300 Leisure World 409,431 409,431 409,431 409,431 409,431 Commercial 162,422 162,422 154,301 154,301 154,301 Irrigation 56,200 56,200 56,200 56,200 56,200 City 6,011 6,011 5,711 5,711 5,711 Aquatic Park 6,152 6,152 6,152 6,152 6,152 Total Use (hcf) 1,147,096 1,147,096 1,138,674 1,138,674 1,138,674 Table 2-8 summarizes the projected revenues from current rates. Fixed charges (Table 2-3) are multiplied by number of accounts (Table 2-5) and to obtain yearly fixed charge revenues. For total private fire service revenues, the values in Table 2-3 are multiplied by the number of accounts in Table 2-6 and by 12 to calculate yearly revenue. Revenues from volumetric rates are calculated by multiplying the current volumetric rate (Table 2-4) by the projected water use in hundred cubic feet (hcf) (Table 2-7). This calculation is repeated for all meter sizes and tiers or customer classes and then summed to arrive at the total volumetric revenue shown in Table 2-8. Due to the assumptions of zero account growth and minimal changes to water demand, the projected water revenues remain roughly constant across the study period. Table 2-8: Projected Water Rate Revenue with Current Rates Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Fixed Charges $2,128,682 $2,193,122 $2,193,122 $2,193,122 $2,193,122 Commodity Charges $4,031,938 $4,031,938 $4,002,534 $4,002,534 $4,002,534 Total $6,160,620 $6,225,060 $6,195,656 $6,195,656 $6,195,656 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 17 The utility also derives revenues from other non-rate sources. These revenues consist of miscellaneous revenues (which include turn on, turn off fees, late charges, etc.) and capacity fees as summarized in Table 2-9. Table 2-9: Projected Water Non-Rate Revenues Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Misc Rev $25,755 $26,013 $26,273 $26,535 $26,801 Capacity Fees $1,313 $1,326 $1,339 $1,353 $1,366 Total $25,755 $26,013 $26,273 $88,288 $95,876 2.3. Water Operating and Maintenance Expenses 2.3.1. WATER SUPPLY COSTS Line 1 of Table 2-10 shows the total water demand (sales) for each year of the Study period. The City, like all other water purveyors, loses water during the transmission and distribution due to losses from leaks in distribution pipelines and paper losses from meter reading and billing errors. The City must account for this loss in estimating the supply needed to meet its demand. The City has an approximate 8 percent water loss. To project the required water supply, the following equation is used to calculate water production: Total Water Demand / [1 - Water Loss] = Total Water Production The estimated amount of well water and imported water is also shown in Table 2-10. The City anticipates, if conditions allow, to receive 100% of its water from groundwater beginning in FYE 2026 and throughout the duration of the study. Table 2-10: Projected Water Supply and Demand Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Total Water Demand (AF) 2,633 2,633 2,614 2,614 2,614 Water Loss (%) 8% 8% 8% 8% 8% Well Water (AF) 2,417 2,560 2,823 2,823 2,823 Imported Water (AF) 427 284 0 0 0 Total Water Production (AF) 2,844 2,844 2,823 2,823 2,823 Wholesale water purchase rates or charges, from OCWD and MWDOC, are projected in Table 2-11 based on projections provided by those agencies and the escalation assumptions in Table 2-1. 18 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Table 2-11: Water Supply Unit Costs Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Volumetric Costs OCWD ($/Acre Foot) $624 $665 $699 $733 $769 MWDOC (Jul-Dec) ($/Acre Foot) $1,209 $1,294 $1,371 $1,454 $1,541 MWDOC (Jan-Jun) ($/Acre Foot) $1,256 $1,344 $1,425 $1,510 $1,601 Fixed Costs MWDOC Annual Retail Service Connection Per equivalent meter $14.25 $15.25 $16.31 $17.46 $18.68 MWDOC Readiness to Serve (Jul-Dec) Per month $6,615 $7,078 $7,503 $7,953 $8,430 MWDOC Readiness to Serve (Jan-Jun) Per month $7,464 $7,987 $8,466 $8,974 $9,513 MWDOC Capacity Charge (Jul-Dec) Per month $5,365 $5,741 $6,085 $6,450 $6,837 MWDOC Capacity Charge (Jan-Jun) Per month $5,365 $5,741 $6,085 $6,450 $6,837 MWDOC Choice Program Per month $6,182 $6,615 $7,012 $7,432 $7,878 South Coast Air Quality Management District Per year $15,000 $15,750 $16,538 $17,034 $17,545 State Water Resources Control Board Per year $31,983 $33,582 $35,261 $36,319 $37,409 State Controllers Office Per year $99 $104 $109 $112 $116 The water supply unit costs are then multiplied by the respective units (e.g., $/AF, per month, per meter) to obtain the City’s wholesale water purchase costs (Table 2-12). Table 2-12: Water Supply Costs Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Volumetric Costs OCWD $1,508,479 $1,702,158 $1,973,388 $2,069,375 $2,171,009 MWDOC (Jul-Dec) $265,104 $189,108 $0 $0 $0 MWDOC (Jan-Jun) $260,407 $185,757 $0 $0 $0 Subtotal $2,033,990 $2,077,022 $1,973,388 $2,069,375 $2,171,009 Fixed Costs MWDOC Annual Retail Service Connection $76,152 $81,437 $87,137 $93,237 $99,764 MWDOC Readiness to Serve (Jul- Dec) $79,378 $84,935 $90,031 $95,433 $101,159 MWDOC Readiness to Serve (Jan- Jun) $89,573 $95,843 $101,594 $107,689 $114,151 MWDOC Capacity Charge (Jul-Dec) $64,380 $68,887 $73,020 $77,401 $82,045 MWDOC Capacity Charge (Jan-Jun) $64,380 $68,887 $73,020 $77,401 $82,045 MWDOC Choice Program $6,182 $6,615 $7,012 $7,432 $7,878 South Coast Air Quality Management District $15,000 $15,750 $16,538 $17,034 $17,545 State Water Resources Control Board $31,983 $33,582 $35,261 $36,319 $37,409 State Controllers Office $99 $104 $109 $112 $116 Subtotal $427,127 $456,039 $483,721 $512,059 $542,111 Total Water Purchase Costs $2,461,117 $2,533,061 $2,457,109 $2,581,434 $2,713,120 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 19 2.3.2. O&M EXPENSES Total projected O&M expenses (including water purchase costs) are shown in Table 2-13 based on the assumptions in Table 2-1. Table 2-13: Total Water O&M Costs Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Maintenance and Operations $3,908,071 $4,322,576 $4,615,134 $4,890,107 $5,181,016 Fixed Water Purchases $427,127 $456,039 $483,721 $512,059 $542,111 Volumetric Water Purchases $2,033,990 $2,077,022 $1,973,388 $2,069,375 $2,171,009 Total $6,369,188 $6,855,637 $7,072,243 $7,471,541 $7,894,136 2.4. Water Capital Improvement Projects (CIP) The projected five-year inflated CIP for the water utility is provided below in Table 2-14. All values have been inflated with the capital inflation factors shown above in Table 2-1. Note that two projects - WT0904 Beverly Manor Water Pump Station Rehabilitation and WT2103 LCWA Watermain Lining - are modeled to be funded through State Revolving Fund (SRF) loans. Total CIP costs, including the SRF loan projects, are shown in the last line of the table. Table 2-14: Five-Year Water CIP Water Capital Improvement - 501 FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Total – All Water CIP Projects $1,523,863 $13,549,658 $11,377,500 $6,612,500 $7,080,000 2.5. Water Existing and Proposed Debt Service Table 2-15 shows the City’s existing debt service obligations. The City’s Water Enterprise has two outstanding debt obligations: the West Orange County Water Board (WOCWB) loan and the Orange County Transit Authority (OCTA) loan. Table 2-15: Water Debt Service Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 West Orange County Water Board Loan (WOCWB) Principal $89,493 $83,900 $83,900 $83,900 $83,900 Interest $14,357 $7,352 $7,352 $7,352 $7,352 Subtotal $103,850 $91,252 $91,252 $91,252 $91,252 OCTA Principal $415,737 $415,737 $415,737 $415,737 $311,803 Interest $21,828 $22,376 $19,658 $13,614 $17,113 Subtotal $437,566 $438,113 $435,395 $429,352 $328,916 Total Existing Debt $541,416 $529,364 $526,647 $520,603 $420,167 The City proposes to issue new debt to fund necessary CIP projects required to deliver safe and reliable water. Table 2-16 shows projected proposed debt for the duration of the study period. The City plans to use a combination of SFR and market debt funding. The model assumes an interest rate and term for the SRF loan of 2.5% over 30 years. The assumed interest rate and term for the market debt is 5% over 30 years. 20 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Table 2-16: Water Proposed Debt Description FYE 2025 FYE 2026 FYE 2027 FYE 2028 Proposed SRF Loan Amount $11,000,000 Estimated Annual Payment $0 $525,554 $525,554 $525,554 Proposed Market Debt Amount $13,000,000 $9,000,000 Estimated Annual Payment $845,669 $845,669 $1,431,432 $1,431,432 Total Proposed Debt Service $845,669 $1,371,223 $1,956,686 $1,956,686 2.6. Financial Reserve Policy The City maintains two reserves: an operating and a capital replacement reserve. The operating reserve minimum is 20% of annual O&M expenses, or approximately 70 days of operating expenses, and the maximum target is 25% of annual O&M costs, or 90 days of operating expenses. This study (in Figure 2-4) uses the 25% of annual O&M costs as the operating reserve target as it is more common based on Raftelis’ experience. The capital replacement reserve minimum is 25% of average five-year CIP costs. The City is also required to maintain a debt service coverage ratio of 1.20. Table 2-17 shows the reserve targets used in the study’s financial plan for which to compare ending reserve balances. Table 2-17: Water Reserve Policies Reserve Policy FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Operating Reserve - 501 Target 25% of O&M expenses $1,592,297 $1,713,909 $1,768,061 $1,867,885 $1,973,534 Capital Replacement Reserve Minimum 25% of five-year avg. CIP costs $379,176 $650,683 $946,783 $1,049,925 $1,217,425 Total Reserve Target $1,971,473 $2,364,591 $2,714,844 $2,917,810 $3,190,959 2.7. Status Quo Financial Plan (Financial Plan without Revenue Increases) The Status Quo Financial Plan (Table 2-18) shows the City’s financial plan without revenue increases. The City is currently operating at a deficit as shown by the net revenue line and net cashflow in the final line of the table. CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 21 Table 2-18: Water Status Quo Financial Plan Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Rate Revenues $6,160,620 $6,225,060 $6,195,656 $6,195,656 $6,195,656 Misc Revenues $25,755 $26,013 $26,273 $26,535 $26,801 Total Revenues $6,186,375 $6,251,073 $6,221,929 $6,222,192 $6,222,457 Operating Expenses Maintenance and Operations $3,908,071 $4,322,576 $4,615,134 $4,890,107 $5,181,016 Fixed Water Purchases $427,127 $456,039 $483,721 $512,059 $542,111 Volumetric Water Purchases $2,033,990 $2,077,022 $1,973,388 $2,069,375 $2,171,009 Subtotal $6,369,188 $6,855,637 $7,072,243 $7,471,541 $7,894,136 Net Revenue ($182,813) ($604,564) ($850,314) ($1,249,349) ($1,671,678) Existing Debt Service $541,416 $529,364 $526,647 $520,603 $420,167 Cashflow before CIP ($724,229) ($1,133,929) ($1,376,960) ($1,769,952) ($2,091,846) Rate-Funded CIP $1,523,863 $6,511,258 $7,415,900 $6,612,500 $7,080,000 Net Cashflow ($2,248,092) ($14,683,587) ($12,754,460) ($8,382,452) ($9,171,846) 22 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 2.8. Proposed Financial Plan Table 2-19 shows the proposed revenue increases for the Water Enterprise. The revenue increases shown are cumulative in relation to current FYE 2024 revenue. The increases are needed to fund operating expenses, achieve reserve policy targets, fund the long-term capital program, and pay debt service. The first rate increase is planned take place in April of 2024; all subsequent adjustments are assumed to take effect on January 1st of each fiscal year. Table 2-19: Water Revenue Increases Fiscal Year FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Effective Date April 1, 2024 January 1, 2025 January 1, 2026 January 1, 2027 January 1, 2028 Approximate Revenue Increase $508,000 $3,089,000 $4,980,000 $6,578,000 $7,976,000 The Proposed Financial Plan, shown in Table 2-20, incorporates the revenue increases shown in Table 2-19. As shown below, expenses will exceed revenue in FYE 2024, however the revenue increases implemented in FYE 2024 and future years will create positive cashflows so that the City can build reserves. Line 13 is calculated on the average yearly cash balance assuming an interest rate of 3%. CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 23 Table 2-20: Water Proposed Financial Plan Line Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 1 Rate Revenues $6,160,620 $6,225,060 $6,195,656 $6,195,656 $6,195,656 2 3 Revenue Adjustments 4 FYE 2024 $508,251 $2,054,270 $2,044,567 $2,044,567 $2,044,567 5 FYE 2025 $1,034,916 $2,060,056 $2,060,056 $2,060,056 6 FYE 2026 $875,524 $1,751,047 $1,751,047 7 FYE 2027 $723,080 $1,446,159 8 FYE 2028 $674,874 9 Total Revenue Adjustments $508,251 $3,089,186 $4,980,146 $6,578,749 $7,976,703 10 11 Other Revenues 12 Misc Rev $25,755 $26,013 $26,273 $26,535 $26,801 13 Interest Income $0 $0 $0 $61,752 $69,075 14 Subtotal $25,755 $26,013 $26,273 $88,288 $95,876 15 16 Total Revenues $6,694,626 $9,340,259 $11,202,075 $12,862,693 $14,268,235 17 18 Expenses 19 Maintenance and Operations $3,908,071 $4,322,576 $4,615,134 $4,890,107 $5,181,016 20 Fixed Water Purchases $427,127 $456,039 $483,721 $512,059 $542,111 21 Volumetric Water Purchases $2,033,990 $2,077,022 $1,973,388 $2,069,375 $2,171,009 22 Subtotal $6,369,188 $6,855,637 $7,072,243 $7,471,541 $7,894,136 23 24 Net Revenue $325,438 $2,484,622 $4,129,832 $5,391,152 $6,374,100 25 26 Existing Debt Service $541,416 $529,364 $526,647 $520,603 $420,167 27 Proposed Market Debt $0 $845,669 $845,669 $1,431,132 $1,431,132 28 Proposed SRF Loan* $0 $0 $525,554 $525,554 $525,554 29 30 Cashflow before CIP ($215,978) $1,109,589 $2,231,963 $2,913,864 $3,997,247 31 32 Rate-Funded CIP $1,523,863 $0 $1,187,158 $0 $4,872,500 33 Net Cashflow ($1,739,841) $1,109,589 $1,044,805 $2,913,864 ($875,253) *The State Revolving Fund Loan (SRF) assumes a 2.5% interest rate and that payments begin the year after the project is complete – thus the payments are modeled one year delayed as shown. Figure 2-1 through Figure 2-4 display the proposed financial plan information of Table 2-20 in graphical format. The figures show the study period plus two additional years (FYE 2029 and 2030). Figure 2-1 shows the City’s expenses (O&M, debt, CIP) through the various stacked bars; current and proposed revenue are shown by the gray and orange lines, respectively. The red portion of the stacked bar represents either an operating yearly deficit when it is below the x-axis and a positive cash balance when it is at the top of the stacked bars. 24 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Figure 2-1: Water Operating Financial Plan Figure 2-2 shows the capital funding plan for water CIP projects. The dark blue bars represent CIP costs funded by rate revenue (known as PAY-GO or cash); the light blue bars represent CIP costs funded by debt. As shown below, the City anticipates funding the capital projects through a combination of rate revenue and debt issuance. Figure 2-2: Water Capital Funding Plan Figure 2-3 shows projected water debt coverage (debt coverage ratio). The City is projected to meet its debt coverage requirement of 1.20 as shown by the calculated debt coverage line (orange line) in FYE 2025. The gray line shows the required debt coverage ratio of 1.20. CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 25 Figure 2-3: Water Debt Coverage Figure 2-4 shows the projected ending total reserve balances. The operating reserve target shown in Table 2-17 is represented by the blue line and is equal to 90 days of operating expenses. The total reserve target for both the operating and capital reserves is represented by the red line and is equal to the sum of operating and capital reserve targets shown in Table 2-17. As shown below, the City is projected to reach the reserve target by FYE 2027 and maintain adequate reserve funding for the remainder of the study period. The cash balance in FYE 2027 is above the reserve target due to debt funding of capital – as soon as the bond proceeds are used, reserves decrease to target levels. Figure 2-4: Water Ending Reserve Balances 26 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 3. Water Five-Year Rates 3.0. Water Rates and Charge Table 3-1 and Table 3-2 show current and proposed monthly water rates and charges for the five-year study period. The City bills bi-monthly and certain customers are billed monthly. All values below are increased by taking the current year rate (starting in FYE 2024) and escalating them to yield the revenue increases shown in Table 1-1. The City performed a cost of service study as part of the prior rate study completed in December 2020, which distributes costs to customer classes. Increasing rates uniformly distributes costs to customer classes in proportion to the prior cost of service study. The first rate increase is planned to take effect on April 1st; all subsequent years will have rate increases put into effect on January 1st of the respective fiscal year. Table 3-1: Current and Proposed Five-Year Monthly Water Fixed Charges Description Current (1/1/2024) FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Fixed Rates (All Customers) 5/8" $24.25 $32.25 $40.32 $47.17 $52.83 $58.11 3/4" $24.25 $32.25 $40.32 $47.17 $52.83 $58.11 1" $36.07 $47.97 $59.97 $70.16 $78.58 $86.44 1 1/2" $69.88 $92.93 $116.17 $135.92 $152.23 $167.45 2" $105.71 $140.59 $175.73 $205.61 $230.28 $253.31 3" $188.08 $250.15 $312.68 $365.84 $409.74 $450.71 4" $312.94 $416.20 $520.25 $608.70 $681.74 $749.92 6" $616.21 $819.56 $1,024.45 $1,198.61 $1,342.44 $1,476.68 8" $985.61 $1,310.86 $1,638.58 $1,917.13 $2,147.19 $2,361.91 10" $1,410.78 $1,876.34 $2,345.42 $2,744.14 $3,073.44 $3,380.78 6" Leisure World $616.21 $819.56 $1,024.45 $1,198.61 $1,342.44 $1,476.68 2’’ Aquatic Park $159.53 $212.17 $265.21 $310.30 $347.53 $382.28 Private Fire Line Charges 4" $25.20 $33.51 $41.89 $49.01 $54.89 $60.38 6" $73.18 $97.33 $121.66 $142.34 $159.43 $175.37 8" $155.95 $207.41 $259.27 $303.34 $339.74 $373.72 10" $280.46 $373.01 $466.26 $545.52 $610.98 $672.08 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 27 Table 3-2: Proposed Five-Year Volumetric Rates ($/hcf) Description Tier Definitions (hcf) Current (1/1/2024) FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Residential Tier 1 0-17 $3.49 $4.64 $5.80 $6.79 $7.60 $8.36 Tier 2 17+ $3.69 $4.91 $6.13 $7.18 $8.04 $8.84 Multi-Family Residential Tier 1 0-17* $3.49 $4.64 $5.80 $6.79 $7.60 $8.36 Tier 2 17+ $3.65 $4.85 $6.07 $7.10 $7.95 $8.75 Leisure World Tier 1 0-17** $3.49 $4.64 $5.80 $6.79 $7.60 $8.36 Tier 2 17+ $3.65 $4.85 $6.07 $7.10 $7.95 $8.75 Commercial $3.49 $4.64 $5.80 $6.79 $7.60 $8.36 Irrigation $3.57 $4.75 $5.94 $6.94 $7.78 $8.56 City $3.53 $4.69 $5.87 $6.87 $7.69 $8.46 Aquatic Park $3.95 $5.25 $6.57 $7.68 $8.61 $9.47 * Multi-Family tier allocations are determined by multiplying the hcf definition shown above (17 hcf) by the number of dwelling units for a given account. For example, the tier allocation for a Multi-Family account with two dwelling units would be equal to 17 hcf X 2 dwelling units = 34 hcf bimonthly. ** Leisure World tier allocations are determined in the same manner as MFR, by multiplying dwelling units by the individual allocation of 17 hcf. 3.1. Pass-Through Rates The City estimated the future costs of wholesale water it purchases from OCWD and MWDOC. If the estimates prove to be too low, the City will pass through the increased cost of water (above its current assumed costs of water) to its customers. This pass through will be calculated as follows as the estimated increase in fiscal year water purchase costs assumed in this study divided by the fiscal year water use. The pass-through will not exceed the increase in the City’s water purchase costs. 28 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 4. Water Bill Impacts Figure 4-1 shows the monthly bill impacts assuming the most prevalent meter size and the average water use for each of the customer classes. Customer bill impacts will vary with each customers’ meter size and water use. The Single-Family Residential water bill impacts for the most prevalent meters (i.e., ¾”) is just over $18 monthly. Figure 4-1: Water Bill Impacts Figure 4-2 and Figure 4-3 show the monthly bill impacts for Leisure World and Aquatic Park. Leisure World is based on average water use of Figure 4-2: Leisure World Water Bill Impacts CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 29 Figure 4-3: Aquatic Park Water Bill Impacts 30 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 5. Wastewater Financial Plan This section describes the Wastewater Financial Plan assumptions to project operating and capital expenses, as well as reserve policies and debt coverage requirements that determine the overall revenue increases to promote financial stability. 5.0. Wastewater System Background The City collects wastewater and transmits it to the Orange County Sanitation District (OCSD) for treatment. The wastewater system is made up of approximately 181,000 feet of gravity sewers, approximately 800 manholes, and 6 pump stations and their force mains. 5.1. Key Assumptions The Study Period is FYE 2024 to FYE 2028, with proposed rate increases presented for the same period. Various assumptions were incorporated into the Study based on discussions with and/or direction from City staff. These include the projected number of accounts, future water demand, and inflationary factors. 5.1.1. INFLATIONARY COST ASSUMPTIONS Table 5-1 shows the inflation factors used for the wastewater operating and capital expense projections. Note that, where applicable, these values are the same as those used for the water utility. The inflation factors are used to project costs across the study period. The factors are applied to all years beginning in FYE 2025. Table 5-1: Wastewater Inflation Assumptions Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 General Budget 5.0% 5.0% 3.0% 3.0% Personnel Budget 8.0% 8.0% 8.0% 8.0% Utilities Budget 8.0% 7.0% 6.0% 5.0% Capital Budget 6.0% 5.0% 4.0% 3.0% 5.1.2. ACCOUNT GROWTH AND WASTEWATER USE ASSUMPTIONS Two factors are used to estimate future wastewater rate revenue: (1) account growth from new connections, and (2) changes in annual wastewater demand (Table 5-2 and Table 5-3). Raftelis assumed zero account growth since the City is mostly built out and constant sewer discharge during the Study Period as sewer discharge is more stable compared to water use. Table 5-2 presents the number of accounts across the five-year study period. They study assumes the same number of accounts for the study period. CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 31 Table 5-2: Current Wastewater Accounts Class FYE 2023 Residential 4,048 Multi-Family 602 Commercial 276 City 8 Leisure World 1 Aquatic Park 5 Navy 1 Total 4,941 Table 5-3 shows projected estimated wastewater flow for the classes whose rate structure includes a volumetric component. SFR customers are billed a fixed charge. Sewer flows are estimated from water use by applying a 90% return to sewer factor for Commercial customers and 50% for City customers. Note that these values are projected to remain constant due to the assumption of zero account growth. Table 5-3: Estimated Wastewater Flows (hcf)2 Class FYE 2023 Multi-Family 104,902 Commercial 150,772 City 3,084 Navy - Sewer Meter Accounts 20,744 Total Estimated Flows (hcf) 279,502 5.2. Revenues from Current Rates Raftelis developed a five-year Wastewater Financial Plan, which models anticipated revenues and expenses. To calculate the projected revenue (without rate adjustments), the number of accounts is multiplied by the monthly sewer fixed charges and sewer discharge is multiplied by the volumetric sewer rate. Current monthly fixed charges are shown in Table 5-4; current volumetric ($/hcf) charges are shown in Table 5-5. Table 5-4: Current Wastewater Monthly Fixed Charges Customer Class FYE 2024 (Effective Jan. 1, 2024) Single Family Residential $24.02 Multi-Family Residential $0.61 Commercial $0.61 City $0.61 Leisure World - Fixed Charge $0.61 Leisure World - Flat Rate $1,099.03 Aquatic Park - Sewer Service Equity Charge $498.75 Aquatic Park - Sewer Capital Equity Charge $661.00 Navy - Sewer Meter $0.61 2 The City does not measure wastewater flow, but instead estimates flows based on water use by applying a return-to- sewer factor (RTS) to non-residential water use. 32 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Table 5-5: Current Volumetric Wastewater Charges ($/hcf) Customer Class FYE 2024 (Effective Jan. 1, 2024) Multi-Family Residential $4.00 Commercial $4.00 City $4.00 Navy - Sewer Meter $0.24 Table 5-6 summarizes the projected revenues from current rates. Fixed revenues also include the sewer service and capital equity charges to Aquatic Park accounts. Table 5-6: Projected Wastewater Rate Revenue under Current Rates Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Fixed Charges $1,173,296 $1,173,296 $1,173,296 $1,173,296 $1,173,296 Volumetric Charges $1,040,011 $1,040,011 $1,040,011 $1,040,011 $1,040,011 Total $2,213,306 $2,213,306 $2,213,306 $2,213,306 $2,213,306 The utility also derives revenues from other non-rate sources. These revenues consist of miscellaneous revenues, capacity fees, and interest income as summarized in Table 5-7. Miscellaneous revenues include late charges and Fats, Oils and Grease discharge permit fees. Interest income is estimated based on yearly cash balances and a 3% interest rate. Table 5-7: Projected Wastewater Non-Rate Revenues Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Misc Rev $31,138 $31,450 $31,764 $32,082 $32,403 Capacity Fees $3,737 $3,774 $3,812 $3,850 $3,889 Interest Income $96,621 $20,051 $0 $0 $0 Total $127,760 $51,500 $31,764 $32,082 $32,403 5.3. Operating and Maintenance Expenses Total projected O&M expenses are shown in Table 5-8 based on assumptions in Table 5-1. Table 5-8: Total Wastewater O&M Costs Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Maintenance and Operations $2,261,238 $2,561,815 $2,734,923 $2,898,001 $3,072,454 5.4. Capital Improvement Projects (CIP) The projected five-year inflated CIP is provided in Table 5-9. The values shown below have been inflated using the capital inflation rates shown above in Table 5-1. CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 33 Table 5-9: Five-Year Wastewater CIPs Sewer Capital Improvement - 503 FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Total Wastewater CIP $3,350,412 $530,000 $721,500 $8,395,000 $4,956,000 5.5. Existing and Proposed Debt Service The City’s Wastewater Enterprise has three outstanding debt obligations, with the total annual debt service shown in the last line of Table 5-10. The City anticipates taking on $14M of debt in FYE 2027. The debt service associated with this debt is shown in Table 5-11. This value represents the annual new debt payment costs that will be paid annually for the duration of the study period. Table 5-10: Current Wastewater Debt Service Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 2011 Bond Re-Funding Principal $205,000 $215,000 $225,000 $235,000 $245,000 Interest $64,080 $54,120 $43,680 $32,760 $21,360 Subtotal $269,080 $269,120 $268,680 $267,760 $266,360 State Revolving AGMNT 10838 Principal $134,760 $138,264 $141,859 $145,547 $149,331 Interest $35,020 $31,517 $27,922 $24,233 $20,449 Subtotal $169,780 $169,780 $169,780 $169,780 $169,780 State Revolving AGMNT 10842 Principal $80,470 $82,563 $84,709 $86,912 $89,171 Interest $26,252 $24,160 $22,014 $19,811 $17,551 Subtotal $106,723 $106,723 $106,723 $106,723 $106,723 Total Existing Debt $545,583 $545,623 $545,183 $544,263 $542,863 Table 5-11 shows the proposed debt service payments for the $14M loan proposed for FYE 2027. Note that prior to the debt issuance, there are no debt service payments – these begin in FYE 2027 with the issuance. Table 5-11: Proposed Wastewater Debt Service FYE 2027 FYE 2028 Total Proposed Debt Service $910,720 $910,720 5.6. Financial Reserve Policy The City currently maintains two reserves for its wastewater utility: an operating and a capital replacement reserve. This study assumes the operating reserve target is 25% of annual O&M expenses, or approximately 90 days of operating expenses, which is a common operating reserve target. The capital replacement reserve minimum is 25% of average five-year CIP costs. Table 5-12 below shows the calculated reserve targets for each reserve, as well as the total reserve target in the bottom line (equal to capital reserve target plus operating reserve target). 34 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Table 5-12: Wastewater Reserve Policies Description Policy FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Operating Reserve - 503 Minimum 25% of O&M expenses $565,310 $640,454 $683,731 $724,500 $768,113 Capital Replacement Reserve Minimum 25% of five-year avg. CIP costs $230,096 $152,125 $166,575 $228,000 $274,900 Total Reserve Target $795,405 $792,579 $850,306 $952,500 $1,043,013 5.7. Status Quo Financial Plan (Without Revenue Increases) The Status Quo Financial Plan (Table 5-13) shows the wastewater financial plan without revenue increases. It projects revenues and expenses for the study period. As shown in the net cashflow line, the City is currently operating at a deficit and will continue to do so if rate increases are not implemented. This demonstrates the need for revenue increases during the study period. Table 5-13: Wastewater Status Quo Financial Plan Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Rate Revenues $2,213,306 $2,213,306 $2,213,306 $2,213,306 $2,213,306 Other Revenues Misc Revenues $31,138 $31,450 $31,764 $32,082 $32,403 Interest Income $96,621 $20,051 $0 $0 $0 Subtotal $127,760 $51,500 $31,764 $32,082 $32,403 Total Revenues $2,341,066 $2,264,807 $2,245,070 $2,245,388 $2,245,709 Operating Expenses Personnel $1,250,518 $1,500,559 $1,620,604 $1,750,253 $1,890,273 Maintenance and Operations $1,010,720 $1,061,256 $1,114,319 $1,147,748 $1,182,181 Subtotal $2,261,238 $2,561,815 $2,734,923 $2,898,001 $3,072,454 Net Revenue $79,828 ($297,009) ($489,853) ($652,613) ($826,745) Existing Debt Service $545,583 $545,623 $545,183 $544,263 $542,863 Cashflow before CIP ($465,755) ($842,632) ($1,035,035) ($1,196,876) ($1,369,608) Rate-Funded CIP $3,350,412 $530,000 $721,500 $8,395,000 $4,956,000 Net Cashflow ($3,816,167) ($1,372,632) ($1,756,535) ($9,591,876) ($6,325,608) CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 35 5.8. Proposed Financial Plan Table 5-14 shows the proposed revenue increases for the Wastewater Enterprise. The proposed revenue increases attain adequate revenue to fund operating expenses, achieve reserve policy targets, fund the long-term capital program, pay debt service, and maintain adequate debt coverage ratios. The revenue increase for FYE 2024 is proposed to take effect on April 1, 2024, while all subsequent adjustments are assumed to take effect on January 1st of each fiscal year. Table 5-14: Wastewater Revenue Adjustments iscal Year FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Effective Date April 1, 2024 January 1, 2025 January 1, 2026 January 1, 2027 January 1, 2028 Revenue Adjustment $193,664 $1,133,213 $1,843,750 $2,482,320 $2,943,285 The Proposed Financial Plan (Table 5-15) shows the City’s financial plan including the proposed revenue increases. As shown below, the City would transition from negative yearly cashflows to positive cashflows so it can fund capital projects and build reserves. The City remains “in the red” in FYE 2024 and FYE 2025 as it plans to use reserves and strived to minimize customer bill impacts. 36 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Table 5-15: Wastewater Proposed Financial Plan Description FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Rate Revenues $2,213,306 $2,213,306 $2,213,306 $2,213,306 $2,213,306 Revenue Adjustments FYE 2024 $193,664 $774,657 $774,657 $774,657 $774,657 FYE 2025 $358,556 $717,111 $717,111 $717,111 FYE 2026 $351,982 $703,964 $703,964 FYE 2027 $286,588 $573,175 FYE 2028 $174,377 Total Revenue Adjustments $193,664 $1,133,213 $1,843,750 $2,482,320 $2,943,285 Other Revenues Additional Rate Revenue $193,664 $1,133,213 $1,843,750 $2,482,320 $2,943,285 Misc Revenues $31,138 $31,450 $31,764 $32,082 $32,403 Interest Income $99,526 $42,946 $41,764 $50,061 $67,244 Subtotal $324,329 $1,207,608 $1,917,279 $2,564,463 $3,042,932 Total Revenues $2,537,635 $3,420,915 $4,130,585 $4,777,770 $5,256,238 Operating Expenses Maintenance and Operations $2,261,238 $2,561,815 $2,734,923 $2,898,001 $3,072,454 Subtotal $2,261,238 $2,561,815 $2,734,923 $2,898,001 $3,072,454 Net Revenue $276,397 $859,099 $1,395,662 $1,879,769 $2,183,785 Existing Debt Service $545,583 $545,623 $545,183 $544,263 $542,863 Proposed Market Debt $0 $0 $0 $910,720 $910,720 Cashflow before CIP ($269,186) $313,476 $850,479 $424,786 $730,202 Rate-Funded CIP $3,350,412 $530,000 $721,500 $0 $0 Net Cashflow ($3,619,598) ($216,524) $128,979 $424,786 $730,202 Figure 5-1 through Figure 5-4 display the proposed financial plan information shown in Table 5-15 in graphical format. Figure 5-1 shows the City’s expenses in stacked bars and the current and proposed revenue as blue and red lines, respectively. The stacked bars show the expenses broken down into the categories displayed in the legend. The red portion of the stacked bar below the x-axis shows the operating yearly deficit. CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 37 Figure 5-1: Wastewater Operating Financial Plan Figure 5-2 shows the debt coverage ratio. The debt coverage ratio is the driving factor for the need for revenue increases for the wastewater utility. Without the revenue increases, the City could not be able to borrow in FYE 2027. Figure 5-2: Debt Coverage Ratio Figure 5-3 shows the capital financing plan for CIP projects over the course of the study period. The dark green bars represent cash-funded (or rate funded) CIP; the light blue bars represent CIP financed with debt. 38 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY Figure 5-3: Capital Funding Sources Figure 5-4 shows the ending total reserve balances. The minimum operating reserve target shown in Table 5-12 is represented by the blue line and is equal to 90 days of operating expenses. The total minimum reserve target for both the operating and capital reserves is represented by the solid gray line in and is equal to the sum of operating and capital reserve targets. The projected reserve balances meet reserve targets; the driving need for revenue increases is to meet debt coverage requirements. Figure 5-4: Wastewater Ending Reserve Balances (All Reserves) 6. Five-Year Wastewater Rates The City’s current and proposed wastewater rates and charges, for the five-year study period, are shown below in Table 6-1 and Table 6-2. The fixed charges are shown in monthly terms. The planned implementation date for the new rates is April 1, 2024 (FYE 2024); every year after, the rate increases are planned to be implemented on January 1 of the respective fiscal year. Table 6-1: Proposed Five-Year Wastewater Fixed Charges ($/month) Description Current (1/1/2024) FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Single Family Residential $24.02 $32.43 $40.21 $47.85 $54.07 $57.85 Multi-Family Residential $0.61 $0.82 $1.02 $1.22 $1.37 $1.47 Commercial $0.61 $0.82 $1.02 $1.22 $1.37 $1.47 City $0.61 $0.82 $1.02 $1.22 $1.37 $1.47 Leisure World - Fixed Charge $0.61 $0.82 $1.02 $1.22 $1.37 $1.47 Leisure World - Flat Rate $1,099.03 $1,483.69 $1,839.78 $2,189.33 $2,473.95 $2,647.12 Aquatic Park - Sewer Service Equity Charge $498.75 $673.31 $834.91 $993.54 $1,122.70 $1,201.29 Aquatic Park - Sewer Capital Equity Charge $661.00 $892.35 $1,106.51 $1,316.75 $1,487.93 $1,592.08 Navy - Sewer Meter $0.61 $0.82 $1.02 $1.22 $1.37 $1.47 Table 6-2: Proposed Five-Year Wastewater Volumetric Rates ($/hcf) Description Current FYE 2024 FYE 2025 FYE 2026 FYE 2027 FYE 2028 Multi-Family Residential $4.00 $5.40 $6.70 $7.97 $9.00 $9.63 Commercial $4.00 $5.40 $6.70 $7.97 $9.00 $9.63 City $4.00 $5.40 $6.70 $7.97 $9.00 $9.63 Navy - Sewer Meter $0.24 $0.32 $0.40 $0.48 $0.54 $0.58 40 CITY OF SEAL BEACH WATER AND WASTEWATER RATE STUDY 7. Wastewater Bill Impacts Figure 7-1 shows customer bill impacts by customer class. The bill impact for single-family customers, who are charged a fixed charge, is just over $8 per month. The City bills bi-monthly, therefore single family customers will see just over a $16 increase on their bill. The bill impacts for other classes are based on the average sewer discharge. Figure 7-1: Wastewater Bill Impacts by Customer Class Figure 7-2 shows the wastewater bill impacts for Leisure World in monthly terms. Figure 7-2: Leisure World Wastewater Bill Impacts RESOLUTION 7496 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL DIRECTING STAFF TO INITIATE THE PROPOSITION 218 PROCESS AND SETTING A PUBLIC HEARING RELATING TO WATER RATES AND SEWER RATES FOR MAY 13, 2024 AT 7:00 P.M. WHEREAS, the City of Seal Beach has a Water Utility that provides water services to residents and businesses; and, WHEREAS, the City of Seal Beach has a Sewer Utility that provides wastewater collection services to residents and businesses; and, WHEREAS, the cost to operate, maintain, repair and improve the City’s Water and Sewer Utility systems have increased substantially since the last rate adjustment in February 2020, and are estimated to continue increasing significantly; and, WHEREAS, the City’s currently established Water and Sewer rates are not adequate to meet increasing operating and capital improvements costs without compromise to system operations; and, WHEREAS, Raftelis Financial Consultants (“Raftelis”) was awarded a professional services agreement to provide Water and Wastewater Financial Planning Services; and, WHEREAS, Raftelis conducted a Water and Sewer Rate Study and prepared a draft Rate Study for both the Water and Sewer Utility Enterprise funds, which rate study was completed and dated on December 28, 2023; and, WHEREAS, on December 11, 2023, City Council adopted Resolution 7472 setting a public hearing date on February 12, 2024 and directing staff to initiate the Proposition 218 majority protest process for Water and Sewer Rate adjustments; and, WHEREAS, on February 12, 2024, the City Council opened a public hearing to consider the proposed rate adjustments outlined in the December 28, 2023 rate study and to receive protests; and, WHEREAS, the City Council continued the public hearing to February 26, 2024; and, WHEREAS, on February 26, 2024, the City Council closed the public hearing and concluded the majority protest process without taking action on the proposed rate adjustments at that time; and, 8 7 9 3 WHEREAS, the City Council desires to conduct a new majority protest process and re-notice a new public hearing regarding the proposed rate adjustments in order to provide the public with more time to evaluate the proposed rates before the Council takes action; and, WHEREAS, in order to adjust Water and Sewer rates, the City must comply with Article XIIID of the Constitution, more commonly known as Proposition 218; and, WHEREAS, an overview of the draft Water and Sewer Rate Study analysis results and recommendations were presented at the December 11, 2023 and February 12, 2024 City Council meetings; and, WHEREAS, this Resolution and the actions set forth below are not subject to the California Environmental Quality Act (“CEQA”) because CEQA does not apply to the establishment, modification, structuring, restructuring, or approval of water and sewer rates under Public Resources Code Section 21080(b)(8). The proposed rates are proposed to meet operating expenses, purchase necessary supplies and equipment, meet financial reserve needs, and fund capital projects necessary to maintain service within the existing service area. Furthermore, it is not a “project” as defined under Section 15378(b) of the state CEQA Guidelines. This item is also exempt from CEQA pursuant to Section 15061(b)(3) of the Guidelines because it can be seen with certainty that the approval of Water and Sewer Utility Rates will not have a significant effect on the environment. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby directs staff to initiate the Proposition 218 majority protest process for Water and Sewer Rate adjustments. Section 2. The City Council hereby sets a new public hearing for the proposed adjustments to the Water and Sewer Rates for May 13, 2024 at 7:00 p.m. in the City Council Chambers. Section 3. The City Council hereby authorizes the City Manager to mail notice in accordance with Proposition 218 regarding the Public Hearing and the proposed changes to the Water and Sewer Rates as required by law and any supplemental direction provided by the City Council. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of February 2024, by the following vote: AYES: Council Members NOES: Council Members 8 7 9 3 ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7496 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of February 2024. Gloria D. Harper, City Clerk 8 7 9 4 RESOLUTION 7497 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL ADOPTING PROCEDURES IN CONNECTION WITH THE CONDUCT OF A PUBLIC HEARING AND MAJORITY PROTEST PROCEEDINGS RELATING TO INCREASED WATER OR SEWER SERVICE CHARGES IN ACCORDANCE WITH ARTICLE XIIID OF THE CALIFORNIA CONSTITUTION AND THE PROPOSITION 218 OMNIBUS IMPLEMENTATION ACT WHEREAS, Article XIII D of the California Constitution and the Proposition 218 Omnibus Implementation Act (Government Code Section 53750, et seq.) (the “Implementation Act”) impose certain procedural and substantive requirements for imposing new or increased property-related fees and charges, as defined in Article XIII D (“Charges”), including the requirement to conduct a public hearing and majority protest proceedings for consideration of Charges; and, WHEREAS, neither Article XIII D of the California Constitution nor the Implementation Act provide specific guidance for the conduct of the public hearing and majority protest proceedings; and, WHEREAS, City Council desires to adopt procedures for the conduct of its public hearings and majority protest proceedings for consideration of Charges which are consistent with Article XIII D and the Implementation Act. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. In accordance with Article XIII D and the Implementation Act, the City Council hereby approves the Procedures for the Conduct of a Public Hearing and Majority Protest Proceedings Relating to New or Increased Water or Sewer Service Charges, as set forth in Exhibit A, attached hereto and incorporated herein by reference (the “Procedures”). Section 2. This Resolution shall take effect upon its adoption. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of February 2024, by the following vote: 8 7 9 4 AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7497 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of February 2024. Gloria D. Harper, City Clerk 8 7 9 4 EXHIBIT A CITY OF SEAL BEACH PROCEDURES FOR THE CONDUCT OF A PUBLIC HEARING AND MAJORITY PROTEST PROCEEDINGS RELATING TO PROPOSED INCREASED WATER AND SEWER SERVICE CHARGES The following Procedures have been adopted by the City Council of the City of Seal Beach for the purpose of conducting a public hearing and majority protest proceedings required by Article XIII D of the California Constitution for consideration of proposed increased water and sewer service charges. S7296-0001\2927031v3.doc 1 A. Definitions 1. “Customer of Record” means the person whose name appears on the City’s records as the person who contracted for, and became obligated to pay for, water or sewer service, as appropriate, for the Identified Parcel, and includes tenants of Identified Parcels who are directly liable to pay the charge for water or sewer service, as appropriate. 2. “Identified Parcel” means the parcel of real property to which the Proposed Increase will apply. 3. “Proposed Increase” means the City’s proposed increase to the applicable rates used to calculate the charges for water or sewer service, as appropriate. 4. “Record Owner” means the owner of an Identified Parcel whose name and address appears on the last Orange County equalized secured property tax assessment roll (the “Assessment Roll”), or in the case of any public entity, the State of California, or the United States, means the representative of that public entity at the address of that entity known to the City. B. Eligibility to File a Written Protest 1. Any Customer of Record or Record Owner may file a written protest against the Proposed Increase. 2. If the owner of an Identified Parcel is not shown on the Assessment Roll, such owner may file a written protest for such parcel by filing with the City Clerk a proxy from the Record Owner in a form satisfactory to the City Attorney or evidence of ownership satisfactory to the City Attorney. Any such proxy or evidence must be received by the City Clerk prior to the conclusion of the public hearing on the Proposed Increase (“Public Hearing”). 3. When an Identified Parcel is held by a partnership, as community property, in joint tenancy, or as a tenancy in common, any partner, spouse, joint tenant, or tenant in common, as the case may be, may file a written protest for such parcel. 4. An executor, administrator, or guardian may file a written protest for an Identified Parcel on behalf of the estate it represents. If such representative is shown on the Assessment Roll as paying taxes and assessments levied against the parcel, that fact shall establish the right of such representative to file the written protest. If such representative is not shown on the Assessment Roll, the representative must file with the City Clerk written documentation satisfactory to the City Attorney establishing the legal representation. Any such documentation must be filed with the City Clerk prior to the conclusion of the Public Hearing. 5. When the Customer of Record is, or an Identified Parcel is held by, a corporation or unincorporated association, a written protest may be filed by any person authorized S7296-0001\2927031v3.doc 2 in writing by the board of directors or trustees or other managing body thereof to take such action. The corporation or unincorporated association must file with the City Clerk written authorization satisfactory to the City Attorney. Any such written authorization must be filed with the City Clerk prior to the conclusion of the Public Hearing. C. Submission of Written Protests 1. Written protests must be mailed (via U.S. mail) to the City Clerk at City Hall or delivered in person to the City Clerk at City Hall or at the Public Hearing and must be received prior to the conclusion of the Public Hearing. 2. To be counted in determining the existence of a majority protest against a Proposed Increase (“Majority Protest”), each written protest must: (i) state opposition to the Proposed Increase, (ii) identify the property covered by the protest either by street address(es) or assessor’s parcel number(s); and (iii) include an original signature (no copies) of the Customer of Record or Record Owner that is filing the written protest with respect to the Identified Parcel(s). No protest submitted orally, by email, by facsimile, or by any other electronic means will be counted in determining the existence of a Majority Protest. A written protest may state opposition to the Proposed Increase to the water charge, opposition to the Proposed Increase to the sewer charge, or opposition to both the Proposed Increase to the water charge and the Proposed Increase to the sewer charge, as applicable. 3. No protest received after the close of the Public Hearing shall be counted in determining the existence of a Majority Protest. The last pick up by the City Clerk of protests mailed or delivered to City Hall will occur at 5:00 p.m. on the date scheduled for the Public Hearing. To ensure that protests which are mailed or delivered to City Hall are received by the City Clerk prior to the close of the Public Hearing, such protests must be received by the City Clerk at City Hall prior to 5:00 p.m. on the date scheduled for the Public Hearing. The City Clerk shall endorse on each written protest the date it is filed with the City. The City Clerk shall identify any written protests which are received after the close of the Public Hearing. 4. Written protests may be withdrawn in writing at any time before the conclusion of the Public Hearing by the person who submitted the written protest. D. Conduct of the Public Hearing; Determination of the Existence of a Majority Protest 1. At the time, date and place fixed for the Public Hearing, the City Council shall: (i)Hear a staff presentation pertaining to the Proposed Increase to the water charge and the Proposed increase to the sewer charge; (ii)Hear all persons interested in the matter of the Proposed Increase to the water charge and/or the Proposed Increase to the sewer charge; and S7296-0001\2927031v3.doc 3 (iii)Receive all written communications, including written protests, regarding the Proposed Increase to the water charge and the Proposed Increase to the sewer charge. 2. The existence of a Majority Protest will be determined separately for the Proposed Increase to the water charge and the Proposed Increase to the sewer charge. For the purpose of determining whether a Majority Protest exists, only one written protest for each Identified Parcel will be counted. This means that if a Customer of Record and a Record Owner each file a written protest with respect to the same parcel, only one written protest will be counted in determining the existence of a Majority Protest. 3. The Public Hearing may be continued from time to time, as the City Council determines is necessary to complete its consideration of the Proposed Increase to the water charge and the Proposed Increase to the sewer charge. 4. If the City Council determines at the close of the Public Hearing that valid written protests have been presented, and not withdrawn, representing over 50% of the Identified Parcels subject to the water charge or sewer charge, as applicable, then the City Council shall not approve the Proposed Increase to the water charge or sewer charge, as applicable. 5. If the City Council determines at the close of the Public Hearing that a Majority Protest does not exist, then City Council may adopt the Proposed Increase. E. Leisure World Leisure World is made of 16 residential communities, consisting of 15 stock cooperatives and 1 condominium association. There is only one Customer of Record (Golden Rain Foundation) in Leisure World. As the only Customer of Record with respect to all of the Identified Parcels in Leisure World, the Golden Rain Foundation can submit a written protest for one or more of such Identified Parcels (by submitting a separate written protest for each Identified Parcel or submitting a written protest that identifies multiple Identified Parcels). Each Record Owner within Leisure World also can submit a written protest for one or more of the Identified Parcels owned by the Record Owner (by submitting a separate written protest for each Identified Parcel or submitting a written protest that identifies multiple Identified Parcels). As of February 26, 2024, there are 249 parcels in Leisure World (consisting of 109 parcels in Mutuals 1- 12 and 14-16, 126 condominium units in Mutual 17, and 14 parcels owned by Golden Rain Foundation, which include the club houses and other common areas). The 109 parcels in Mutuals 1- 12 and 14-16 are owned by 15 different Record Owners, being 15 different Mutual Corporations. Each Mutual Corporation may submit a written protest for one or more of the Identified Parcels owned by the respective Mutual Corporation. The number of parcels owned by each Mutual Corporation are as follows: S7296-0001\2927031v3.doc 4 MUTUALS NUMBER OF PARCELS 1 17 2 14 3 6 4 6 5 8 6 7 7 5 8 6 9 8 10 4 11 5 12 7 14 6 15 8 16 2 TOTAL 109 Residents of Mutuals 1-12 and 14-16 are shareholders of Mutual Corporations, which are stock cooperatives. Shareholders may submit written comments regarding the Proposed Increase prior to the conclusion of the Public Hearing, and the City Council will consider these comments. However, since a shareholder is not a “Record Owner” or “Customer of Record,” in accordance with Proposition 218 (Article XIII D of the California Constitution), written comments submitted by a shareholder are not counted in determining the existence of a Majority Protest. Therefore, shareholders should inform their Mutual Corporation and/or the Golden Rain Foundation if they oppose the Proposed Increase and request the Mutual Corporation and/or the Golden Rain Foundation to file a written protest representing the Identified Parcels under their respective control. As stated above, if a Record Owner and a Customer of Record both file a written protest with respect to a parcel, only one protest will be counted for the parcel. With respect to Mutual 17, each Record Owner of a condominium unit may file a written protest on behalf of their respective unit, as each unit is a separate parcel.