HomeMy WebLinkAboutPA2023-0062_20230315_Policy of Title Insurance1500 Quail Street, 3rd Floor
Newport Beach, CA 92660
Phone: (714) 289-3300
TRANSMITTAL
MAIL TO:
BIRCH STREET HOLDINGS LLC
20341 SW BIRCH STREET
NEWPORT BEACH, CALIFORNIA 92660
Your Ref: 56579-SW
TITLE OFFICER: David Noble
ORDER NO.: 00594282-988-CIO-DN1
DATE: November 12, 2019 12:38 PM
PHONE: (714) 289-3379
EMAIL: David.Noble@ticortitle.com
FAX: (949) 809-0676
PROPERTY ADDRESS:20341 Birch Street, Newport Beach, California
BUYER/BORROWER:Birch Street Holdings LLC, a California limited liability company
Enclosed please find your Policy of Title Insurance.
Thank you – we appreciate your business!
72306 (6/06)ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
Chicago Title Insurance Company
POLICY NO.: CA-FTSC-IMP-72306-1-19-00594282
OOWWNNEERR’’SS PPOOLLIICCYY OOFF TTIITTLLEE IINNSSUURRAANNCCEE
Issued by
Chicago Title Insurance Company
Any notice of claim and any other notice or statement in writing required to be given the Company under this
Policy must be given to the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN
SCHEDULE B, AND THE CONDITIONS, CHICAGO TITLE INSURANCE COMPANY, a Florida Corporation (the
“Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against
loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:
1.Title being vested other than as stated in Schedule A.
2.Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance
against loss from
(a)A defect in the Title caused by
(i)forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;
(ii)failure of any person or Entity to have authorized a transfer or conveyance;
(iii)a document affecting Title not properly created, executed, witnessed, sealed, acknowledged,
notarized, or delivered;
(iv)failure to perform those acts necessary to create a document by electronic means authorized by
law;
(v)a document executed under a falsified, expired, or otherwise invalid power of attorney;
(vi)a document not properly filed, recorded, or indexed in the Public Records including failure to
perform those acts by electronic means authorized by law; or
(vii)a defective judicial or administrative proceeding.
(b)The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or
payable, but unpaid.
(c)Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that
would be disclosed by an accurate and complete land survey of the Land. The term “encroachment”
includes encroachments of existing improvements located on the Land onto adjoining land, and
encroachments onto the Land of existing improvements located on adjoining land.
3.Unmarketable Title.
4.No right of access to and from the Land.
5.The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to
building and zoning) restricting, regulating, prohibiting, or relating to
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
72306 (6/06)ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
(a)the occupancy, use, or enjoyment of the Land;
(b)the character, dimensions, or location of any improvement erected on the Land;
(c)the subdivision of land; or
(d)environmental protection
if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention
to enforce, but only to the extent of the violation or enforcement referred to in that notice.
6.An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a
notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to
the extent of the enforcement referred to in that notice.
7.The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is
recorded in the Public Records.
8.Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without
Knowledge.
9.Title being vested other than as stated Schedule A or being defective
(a)as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a
transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting
Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer
under federal bankruptcy, state insolvency, or similar creditors’ rights laws; or
(b)because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer
under federal bankruptcy, state insolvency, or similar creditors’ rights laws by reason of the failure of its
recording in the Public Records
(i)to be timely, or
(ii)to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.
10.Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has
been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and
prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in
Schedule A.
The Company will also pay the costs, attorneys’ fees, and expenses incurred in defense of any matter insured against by
this Policy, but only to the extent provided in the Conditions.
IN WITNESS WHEREOF, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by
its duly authorized officers.
Chicago Title Insurance Company
Ticor Title Company of California
1500 Quail Street, 3rd Floor
Newport Beach, CA 92660
Phone: (714) 289-3300 • Fax: (714) 289-7111
Email: David.Noble@ticortitle.com
Countersigned:
By:
Authorized Signature
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
72306 (6/06)ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees,
or expenses that arise by reason of:
1.(a)Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or
relating to
(i)the occupancy, use, or enjoyment of the Land;
(ii)the character, dimensions or location of any improvement erected on the Land;
(iii)the subdivision of land; or
(iv)environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage
provided under Covered Risk 5.
(b)Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.
2.Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3.Defects, liens, encumbrances, adverse claims, or other matters:
(a)created, suffered, assumed, or agreed to by the Insured Claimant;
(b)not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in
writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;(c)resulting in no loss or damage to the Insured Claimant;
(d)attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10);
or
(e)resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.
4.Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is
(a)a fraudulent conveyance or fraudulent transfer; or
(b)a preferential transfer for any reason not stated in Covered Risk 9 of this policy.
5.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and
the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.
CONDITIONS
1.DEFINITION OF TERMS
The following terms when used in this
policy mean:
(a)“Amount of Insurance”: The amount
stated in Schedule A, as may be increased or
decreased by endorsement to this policy,
increased by Section 8(b), or decreased by
Sections 10 and 11 of these Conditions.
(b)“Date of Policy”: The date designated
as ‘Date of Policy” in Schedule A.
(c)“Entity”: A corporation, partnership,
trust, limited liability company, or other similar
legal entity.
(d)“Insured”: The Insured named in
Schedule A.
(i)The term “Insured” also includes
(A)successors to the Title of
the Insured by operation of law as distinguished
from purchase, including heirs, devisees,
survivors, personal representatives, or next
of kin;
(B)successors to an Insured by
dissolution, merger, consolidation, distribution,
or reorganization;
(C)successors to an Insured by
its conversion to another kind of Entity;
(D)a grantee of an Insured
under a deed delivered without payment of
actual valuable consideration conveying the Title
(1)if the stock, shares,
memberships, or other equity interests of the
grantee are wholly-owned by the named
Insured,
(2)if the grantee wholly
owns the named Insured,
(3)if the grantee is wholly-
owned by an affiliated Entity of the named
Insured, provided the affiliated Entity and the
named Insured are both wholly-owned by the
same person or Entity, or
(4)if the grantee is a
trustee or beneficiary of a trust created by a
written instrument established by the Insured
named in Schedule A for estate planning
purposes.
(ii)With regard to (A), (B), (C), and
(D) reserving, however, all rights and defenses
as to any successor that the Company would
have had against any predecessor Insured.
(e)“Insured Claimant”: An Insured
claiming loss or damage.
(f)“Knowledge” or “Known”: Actual
knowledge, not constructive knowledge or notice
that may be imputed to an Insured by reason of
the Public Records or any other records that
impart constructive notice of matters affecting
the Title.
(g)“Land”: The land described in
Schedule A, and affixed improvements that by
law constitute real property. The term “Land”
does not include any property beyond the lines
of the area described in Schedule A, nor any
right, title, interest, estate, or easement in
abutting streets, roads, avenues, alleys, lanes,
ways, or waterways, but this does not modify or
limit the extent that a right of access to and from
the Land is insured by this policy.
(h)“Mortgage”: Mortgage, deed of trust,
trust deed, or other security instrument,
including one evidenced by electronic means
authorized by law.
(i)“Public Records”: Records established
under state statutes at Date of Policy for the
purpose of imparting constructive notice of
matters relating to real property to purchasers
for value and without Knowledge. With respect
to Covered Risk 5(d), “Public Records” shall also
include environmental protection liens filed in the
records of the clerk of the United States District
Court for the district where the Land is located.
(j)“Title”: The estate or interest
described in Schedule A.
(k)“Unmarketable Title”: Title affected by
an alleged or apparent matter that would permit
a prospective purchaser or lessee of the Title or
lender on the Title to be released from the
obligation to purchase, lease, or lend if there is a
contractual condition requiring the delivery of
marketable title.
2.CONTINUATION OF INSURANCE
The coverage of this policy shall continue in
force as of Date of Policy in favor of an Insured,
but only so long as the Insured retains an estate
or interest in the Land, or holds an obligation
secured by a purchase money Mortgage given
by a purchaser from the Insured, or only so long
as the Insured shall have liability by reason of
warranties in any transfer or conveyance of the
Title. This policy shall not continue in force in
favor of any purchaser from the Insured of either
(i) an estate or interest in the Land, or (ii) an
obligation secured by a purchase money
Mortgage given to the Insured.
3.NOTICE OF CLAIM TO BE GIVEN BY
INSURED CLAIMANT
The Insured shall notify the Company
promptly in writing (i) in case of any litigation as
set forth in Section 5(a) of these Conditions, (ii)
in case Knowledge shall come to an Insured
hereunder of any claim of title or interest that is
adverse to the Title, as insured, and that might
cause loss or damage for which the Company
may be liable by virtue of this policy, or (iii) if the
Title, as insured, is rejected as Unmarketable
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
72306 (6/06)ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
Title. If the Company is prejudiced by the failure
of the Insured Claimant to provide prompt
notice, the Company’s liability to the Insured
Claimant under the policy shall be reduced to
the extent of the prejudice.
4.PROOF OF LOSS
In the event the Company is unable to
determine the amount of loss or damage, the
Company may, at its option, require as a
condition of payment that the Insured Claimant
furnish a signed proof of loss. The proof of loss
must describe the defect, lien, encumbrance, or
other matter insured against by this policy that
constitutes the basis of loss or damage and shall
state, to the extent possible, the basis of
calculating the amount of the loss or damage.
5.DEFENSE AND PROSECUTION OF
ACTIONS
(a)Upon written request by the Insured,
and subject to the options contained in Section 7
of these Conditions, the Company, at its own
cost and without unreasonable delay, shall
provide for the defense of an Insured in litigation
in which any third party asserts a claim covered
by this policy adverse to the Insured. This
obligation is limited to only those stated causes
of action alleging matters insured against by this
policy. The Company shall have the right to
select counsel of its choice (subject to the right
of the Insured to object for reasonable cause) to
represent the Insured as to those stated causes
of action. It shall not be liable for and will not pay
the fees of any other counsel. The Company will
not pay any fees, costs, or expenses incurred by
the Insured in the defense of those causes of
action that allege matters not insured against by
this policy.
(b)The Company shall have the right, in
addition to the options contained in Section 7 of
these Conditions, at its own cost, to institute and
prosecute any action or proceeding or to do any
other act that in its opinion may be necessary or
desirable to establish the Title, as insured, or to
prevent or reduce loss or damage to the
Insured. The Company may take any
appropriate action under the terms of this policy,
whether or not it shall be liable to the Insured.
The exercise of these rights shall not be an
admission of liability or waiver of any provision
of this policy. If the Company exercises its rights
under this subsection, it must do so diligently.
(c)Whenever the Company brings an
action or asserts a defense as required or
permitted by this policy, the Company may
pursue the litigation to a final determination by a
court of competent jurisdiction, and it expressly
reserves the right, in its sole discretion, to
appeal from any adverse judgment or order.
6.DUTY OF INSURED CLAIMANT TO
COOPERATE
(a)In all cases where this policy permits
or requires the Company to prosecute or provide
for the defense of any action or proceeding and
any appeals, the Insured shall secure to the
Company the right to so prosecute or provide
defense in the action or proceeding, including
the right to use, at its option, the name of the
Insured for this purpose. Whenever requested
by the Company, the Insured, at the Company’s
expense, shall give the Company all reasonable
aid (i) in securing evidence, obtaining witnesses,
prosecuting or defending the action or
proceeding, or effecting settlement, and (ii) in
any other lawful act that in the opinion of the
Company may be necessary or desirable to
establish the Title or any other matter as
insured. If the Company is prejudiced by the
failure of the Insured to furnish the required
cooperation, the Company’s obligations to the
Insured under the policy shall terminate,
including any liability or obligation to defend,
prosecute, or continue any litigation, with regard
to the matter or matters requiring such
cooperation.
(b)The Company may reasonably require
the Insured Claimant to submit to examination
under oath by any authorized representative of
the Company and to produce for examination,
inspection, and copying, at such reasonable
times and places as may be designated by the
authorized representative of the Company, all
records, in whatever medium maintained,
including books, ledgers, checks, memoranda,
correspondence, reports, e-mails, disks, tapes,
and videos whether bearing a date before or
after Date of Policy, that reasonably pertain to
the loss or damage. Further, if requested by any
authorized representative of the Company, the
Insured Claimant shall grant its permission, in
writing, for any authorized representative of the
Company to examine, inspect, and copy all of
these records in the custody or control of a third
party that reasonably pertain to the loss or
damage. All information designated as
confidential by the Insured Claimant provided to
the Company pursuant to this Section shall not
be disclosed to others unless, in the reasonable
judgment of the Company, it is necessary in the
administration of the claim. Failure of the
Insured Claimant to submit for examination
under oath, produce any reasonably requested
information, or grant permission to secure
reasonably necessary information from third
parties as required in this subsection, unless
prohibited by law or governmental regulation,
shall terminate any liability of the Company
under this policy as to that claim.
7.OPTIONS TO PAY OR OTHERWISE
SETTLE CLAIMS; TERMINATION OF
LIABILITY
In case of a claim under this policy, the
Company shall have the following additional
options:
(a)To Pay or Tender Payment of the
Amount of Insurance.
To pay or tender payment of the Amount of
Insurance under this policy together with any
costs, attorneys’ fees, and expenses incurred by
the Insured Claimant that were authorized by the
Company up to the time of payment or tender of
payment and that the Company is obligated to
pay.
Upon the exercise by the Company of this
option, all liability and obligations of the
Company to the Insured under this policy, other
than to make the payment required in this
subsection, shall terminate, including any liability
or obligation to defend, prosecute, or continue
any litigation.
(b)To Pay or Otherwise Settle With
Parties Other Than the Insured or With the
Insured Claimant.
(i)To pay or otherwise settle with
other parties for or in the name of an Insured
Claimant any claim insured against under this
policy. In addition, the Company will pay any
costs, attorneys’ fees, and expenses incurred by
the Insured Claimant that were authorized by the
Company up to the time of payment and that the
Company is obligated to pay; or
(ii)To pay or otherwise settle with
the Insured Claimant the loss or damage
provided for under this policy, together with any
costs, attorneys’ fees, and expenses incurred by
the Insured Claimant that were authorized by the
Company up to the time of payment and that the
Company is obligated to pay.
Upon the exercise by the Company of
either of the options provided for in subsections
(b)(i) or (ii), the Company’s obligations to the
Insured under this policy for the claimed loss or
damage, other than the payments required to be
made, shall terminate, including any liability or
obligation to defend, prosecute, or continue any
litigation.
8.DETERMINATION AND EXTENT OF
LIABILITY
This policy is a contract of indemnity
against actual monetary loss or damage
sustained or incurred by the Insured Claimant
who has suffered loss or damage by reason of
matters insured against by this policy.
(a)The extent of liability of the Company
for loss or damage under this policy shall not
exceed the lesser of
(i)the Amount of Insurance; or
(ii)the difference between the value
of the Title as insured and the value of the Title
subject to the risk insured against by this policy.
(b)If the Company pursues its rights
under Section 5 of these Conditions and is
unsuccessful in establishing the Title, as
insured,
(i)the Amount of Insurance shall be
increased by 10%, and
(ii)the Insured Claimant shall have
the right to have the loss or damage determined
either as of the date the claim was made by the
Insured Claimant or as of the date it is settled
and paid.
(c)In addition to the extent of liability
under (a) and (b), the Company will also pay
those costs, attorneys’ fees, and expenses
incurred in accordance with Sections 5 and 7 of
these Conditions.
9.LIMITATION OF LIABILITY
(a)If the Company establishes the Title,
or removes the alleged defect, lien or
encumbrance, or cures the lack of a right of
access to or from the Land, or cures the claim of
Unmarketable Title, all as insured, in a
reasonably diligent manner by any method,
including litigation and the completion of any
appeals, it shall have fully performed its
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
72306 (6/06)ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
obligations with respect to that matter and shall
not be liable for any loss or damage caused to
the Insured.
(b)In the event of any litigation, including
litigation by the Company or with the Company’s
consent, the Company shall have no liability for
loss or damage until there has been a final
determination by a court of competent
jurisdiction, and disposition of all appeals,
adverse to the Title, as insured.
(c)The Company shall not be liable for
loss or damage to the Insured for liability
voluntarily assumed by the Insured in settling
any claim or suit without the prior written
consent of the Company.
10.REDUCTION OF INSURANCE;
REDUCTION OR TERMINATION OF
LIABILITY
All payments under this policy, except
payments made for costs, attorneys’ fees, and
expenses, shall reduce the Amount of Insurance
by the amount of the payment.
11.LIABILITY NONCUMULATIVE
The Amount of Insurance shall be reduced
by any amount the Company pays under any
policy insuring a Mortgage to which exception is
taken in Schedule B or to which the Insured has
agreed, assumed, or taken subject, or which is
executed by an Insured after Date of Policy and
which is a charge or lien on the Title, and the
amount so paid shall be deemed a payment to
the Insured under this policy.
12.PAYMENT OF LOSS
When liability and the extent of loss or
damage have been definitely fixed in
accordance with these Conditions, the payment
shall be made within 30 days.
13.RIGHTS OF RECOVERY UPON
PAYMENT OR SETTLEMENT
(a)Whenever the Company shall have
settled and paid a claim under this policy, it shall
be subrogated and entitled to the rights of the
Insured Claimant in the Title and all other rights
and remedies in respect to the claim that the
Insured Claimant has against any person or
property, to the extent of the amount of any loss,
costs, attorneys’ fees, and expenses paid by the
Company. If requested by the Company, the
Insured Claimant shall execute documents to
evidence the transfer to the Company of these
rights and remedies. The Insured Claimant shall
permit the Company to sue, compromise, or
settle in the name of the Insured Claimant and to
use the name of the Insured Claimant in any
transaction or litigation involving these rights and
remedies.
If a payment on account of a claim does not
fully cover the loss of the Insured Claimant, the
Company shall defer the exercise of its right to
recover until after the Insured Claimant shall
have recovered its loss.
(b)The Company’s right of subrogation
includes the rights of the Insured to indemnities,
guaranties, other policies of insurance, or bonds,
notwithstanding any terms or conditions
contained in those instruments that address
subrogation rights.
14.ARBITRATION
Either the Company or the Insured may
demand that the claim or controversy shall be
submitted to arbitration pursuant to the Title
Insurance Arbitration Rules of the American
Land Title Association (“Rules”). Except as
provided in the Rules, there shall be no joinder
or consolidation with claims or controversies of
other persons. Arbitrable matters may include,
but are not limited to, any controversy or claim
between the Company and the Insured arising
out of or relating to this policy, any service in
connection with its issuance or the breach of a
policy provision, or to any other controversy or
claim arising out of the transaction giving rise to
this policy. All arbitrable matters when the
Amount of Insurance is $2,000,000 or less shall
be arbitrated at the option of either the Company
or the Insured. All arbitrable matters when the
Amount of Insurance is in excess of $2,000,000
shall be arbitrated only when agreed to by both
the Company and the Insured. Arbitration
pursuant to this policy and under the Rules shall
be binding upon the parties. Judgment upon the
award rendered by the Arbitrator(s) may be
entered in any court of competent jurisdiction.
15.LIABILITY LIMITED TO THIS POLICY;
POLICY ENTIRE CONTRACT
(a)This policy together with all
endorsements, if any, attached to it by the
Company is the entire policy and contract
between the Insured and the Company. In
interpreting any provision of this policy, this
policy shall be construed as a whole.
(b)Any claim of loss or damage that
arises out of the status of the Title or by any
action asserting such claim shall be restricted to
this policy.
(c)Any amendment of or endorsement to
this policy must be in writing and authenticated
by an authorized person, or expressly
incorporated by Schedule A of this policy.
(d)Each endorsement to this policy
issued at any time is made a part of this policy
and is subject to all of its terms and provisions.
Except as the endorsement expressly states, it
does not (i) modify any of the terms and
provisions of the policy, (ii) modify any prior
endorsement, (iii) extend the Date of Policy, or
(iv) increase the Amount of Insurance.
16.SEVERABILITY
In the event any provision of this policy, in
whole or in part, is held invalid or unenforceable
under applicable law, the policy shall be deemed
not to include that provision or such part held to
be invalid, but all other provisions shall remain in
full force and effect.
17.CHOICE OF LAW; FORUM
(a)Choice of Law: The Insured
acknowledges the Company has underwritten
the risks covered by this policy and determined
the premium charged therefor in reliance upon
the law affecting interests in real property and
applicable to the interpretation, rights, remedies,
or enforcement of policies of title insurance of
the jurisdiction where the Land is located.
Therefore, the court or an arbitrator shall
apply the law of the jurisdiction where the Land
is located to determine the validity of claims
against the Title that are adverse to the Insured
and to interpret and enforce the terms of this
policy. In neither case shall the court or
arbitrator apply its conflicts of law principles to
determine the applicable law.
(b)Choice of Forum: Any litigation or
other proceeding brought by the Insured against
the Company must be filed only in a state or
federal court within the United States of America
or its territories having appropriate jurisdiction.
18.NOTICES, WHERE SENT
Any notice of claim and any other notice or
statement in writing required to be given to the
Company under this policy must be given to the
Company at Chicago Title Insurance Company,
Attn: Claims Department, Post Office Box
45023, Jacksonville, Florida 32232-5023.
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED
72306A (6/06)1
ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
Chicago Title Insurance Company
SCHEDULE A
Name and Address of Title Insurance Company: Ticor Title Company of California, 1500 Quail Street, 3rd
Floor, Newport Beach, CA 92660
Policy No.: CA-FTSC-IMP-72306-1-19-00594282 Order No.: 00594282-988-CIO-DN1
Address Reference: 20341 Birch Street, Newport Beach, California
Amount of Insurance: $8,070,500.00 Premium: $6,881.00
Date of Policy: October 8, 2019 at 12:49 P.M.
1.Name of Insured:
Birch Street Holdings LLC, a California limited liability company
2.The estate or interest in the Land that is insured by this policy is:
A Fee as to Parcel(s) A, Easement(s) more fully described below as to Parcel(s) B
3.Title is vested in:
Birch Street Holdings LLC, a California limited liability company
4.The Land referred to in this policy is described as follows:
See Exhibit A attached hereto and made a part hereof.
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
72306A (6/06)2
ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
EXHIBIT A
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, IN THE
COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
PARCEL 3, OF PARCEL MAP NO. 2003-203, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 340, PAGES 6 AND 7 OF PARCEL MAPS,
RECORDS OF ORANGE COUNTY, CALIFORNIA.
PARCEL B:
NON-EXCLUSIVE EASEMENTS FOR INGRESS AND EGRESS BY VEHICULAR AND PEDESTRIAN TRAFFIC
AND VEHICULAR PARKING, AS SAID EASEMENTS ARE SET FORTH IN THAT CERTAIN DECLARATION OF
COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS, RECORDED NOVEMBER
23, 2004 AS INSTRUMENT NO. 2004001048318 OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.
APN: 439-381-39
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
72306B (6/06)3
ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
SCHEDULE B
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees, or
expenses that arise by reason of:
1.(a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that
levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public
agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by
the records of such agency or by the Public Records.
2.Any facts, rights, interests or claims that are not shown by the Public Records but that could be
ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.
3.Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
4.Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that
would be disclosed by an accurate and complete land survey of the Land and not shown by the Public
Records.
5.(a) Unpatented claims; (b) reservations or exceptions in patents or in acts authorizing the issuance
thereof; (c) water rights, claims or title to water; whether or not the matters excepted under (a), (b), or (c)
are shown by the Public Records.
6.Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law
and not shown by the Public Records.
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
SCHEDULE B
(Continued)
72306B (6/06)4
ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
A.Property taxes, including any personal property taxes and any assessments collected with taxes, are as
follows:
Tax Identification No.:439-381-39
Fiscal Year:2019-2020
1st Installment:$32,355.95, paid.
2nd Installment:$32,355.95, Open (Delinquent after April 10)
Penalty and Cost:$3,258.59
Homeowners Exemption:$-0-
Code Area:07-190
B.The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the
provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4,
respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title
to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring
prior to Date of Policy.
7.Water rights, claims or title to water, whether or not disclosed by the public records.
8.Covenants, conditions, restrictions and easements but omitting any covenants or restrictions, if any,
including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status,
marital status, disability, handicap, national origin, citizenship, immigration status, primary language,
ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic
information, as set forth in applicable state or federal laws, except to the extent that said covenant or
restriction is permitted by applicable law, as set forth in the document
Recording No:Book 621, Page 58 of Deeds
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any
mortgage or deed of trust made in good faith and for value.
9.Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document:
Purpose:Pipe lines, telephone, telegraph power and electric railway lines
Recording Date:June 19, 1924
Recording No:Book 530, Page 128 of Deeds
Affects:A portion of said land as more particularly described in said document
10.Covenants, conditions, restrictions and easements but omitting any covenants or restrictions, if any,
including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status,
marital status, disability, handicap, national origin, citizenship, immigration status, primary language,
ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic
information, as set forth in applicable state or federal laws, except to the extent that said covenant or
restriction is permitted by applicable law, as set forth in the document
Recording No:Book 428, Page 457 of Official Records
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any
mortgage or deed of trust made in good faith and for value.
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
SCHEDULE B
(Continued)
72306B (6/06)5
ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
11.Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document:
In favor of:Southern California Edison Company
Purpose:Public utilities
Recording Date:February 01, 1950
Recording No:Book 1962, Page 292 of Official Records
Affects:A portion of said land as more particularly described in said document
12.Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document:
In favor of:The County of Orange
Purpose:Perpetual air or flight
Recording Date:March 17, 1964
Recording No:Book 6965, Page 721 of Official Records
Affects:A portion of said land as more particularly described in said document
13.Matters contained in that certain document
Entitled:Santa Ana Heights Specific Plan, Orange County, California
Recording Date:May 04, 1990
Recording No:90-235869 of Official Records
Reference is hereby made to said document for full particulars.
14.Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document:
In favor of:Birch Bayview Plaza, LLC
Purpose:Emergency exiting
Recording Date:April 05, 2004
Recording No:2004000281691 of Official Records
Affects:A portion of said land as more particularly described in said document
15.Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document:
In favor of:Southern California Edison Company
Purpose:Public utilities
Recording Date:June 02, 2004
Recording No:2004000494803 of Official Records
Affects:A portion of said land as more particularly described in said document
16.The ownership of said Land does not include rights of access to or from the street, highway, or freeway
abutting said Land, such rights having been relinquished by said Parcel Map No. 2003-203, in Book 340,
Pages 6 and 7 of Parcel Maps.
Affects: Birch Street
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
SCHEDULE B
(Continued)
72306B (6/06)6
ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
17.The ownership of said Land does not include rights of access to or from the street, highway, or freeway
abutting said Land, such rights having been relinquished by said Parcel Map No. 2003-203, in Book 340,
Pages 6 and 7 of Parcel Maps.
Affects: Acacia Street
18.Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for
dedication, on Parcel Map No. 2003-203, in Book 340, Pages 6 and 7 of Parcel Maps;
Purpose:Ingress, egress and emergency vehicle
Affects:As shown on said Parcel Map
19.The recital on the parcel map that the purpose of Parcel Map No. 2003-203, in Book 340, Pages 6 and 7
of Parcel Maps, is to establish three parcels for industrial purposes.
20.The Improvement Certificate on Parcel Map No. 2003-203, in Book 340, Pages 6 and 7 of Parcel Maps,
which states:
“Pursuant to the provisions of Section 66411.1 of the Subdivision Map Act, notice is hereby given that the
following improvements are required to be constructed prior to processing any subsequent development
of this parcel; construct curb and gutter on Acacia Street.”
21.Matters contained in that certain document
Entitled:Birch Bayview Plaza II, LP Declaration of Covenants, Conditions and Restrictions
and Grant of Easements
Recording Date:November 23, 2004
Recording No:2004001048318 of Official Records
Reference is hereby made to said document for full particulars.
22.Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed
by the public records as to rights of tenants only.
23.Any easements not disclosed by the public records as to matters affecting title to real property, whether or
not said easements are visible and apparent.
24.Matters which may be disclosed by an inspection and/or by a correct ALTA/NSPS Land Title Survey of
said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof.
25.A deed of trust to secure an indebtedness in the amount shown below,
Amount:$6,885,000.00
Dated:October 4, 2019
Trustor/Grantor:Birch Street Holdings LLC
Trustee:Neuse, Incorporated
Beneficiary:First-Citizens Bank & Trust Company
Loan No.:BIRCH STREET HOLDINGS LLC
Recording Date:October 8, 2019
Recording No.:2019000391451, of Official Records
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
SCHEDULE B
(Continued)
72306B (6/06)7
ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
26.Assignment of Rents and Leases
Assigned to:First-Citizens Bank & Trust Company
Assigned by:Birch Street Holdings, LLC
Recording Date:October 08, 2019
Recording No:2019000391452, of Official Records
27.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as
disclosed by the document
Entitled:Subordination Agreement Tenant Subordination and Attornment Agreement
(California)
Lessor:Birch Street Holdings, LLC
Lessee:Kaas Consulting, Inc.
Recording Date:October 08, 2019
Recording No:2019000391453, of Official Records
An agreement recorded October 08, 2019 at 2019000391453, of Official Records which states that said lease has
been made subordinate to the document
Entitled:Deed of Trust
Recording Date:October 08, 2019
Recording No:2019000391451, of Official Records
28.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as
disclosed by the document
Entitled:Subordination Agreement Tenant Subordination and Attornment Agreement
(California)
Lessor:Birch Street Holdings, LLC
Lessee:Regenerative Orthopedics PC, Inc.
Recording Date:October 08, 2019
Recording No:2019000391454, of Official Records
An agreement recorded October 08, 2019 at 2019000391454, of Official Records which states that said lease has
been made subordinate to the document
Entitled:Deed of Trust
Recording Date:October 08, 2019
Recording No:2019000391451, of Official Records
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
SCHEDULE B
(Continued)
72306B (6/06)8
ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
29.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as
disclosed by the document
Entitled:Subordination Agreement Tenant Subordination and Attornment Agreement
(California)
Lessor:Birch Street Holdings, LLC
Lessee:Starxx Industries Corporation
Recording Date:October 08, 2019
Recording No:2019000391455, of Official Records
An agreement recorded October 08, 2019 at 2019000391455, of Official Records which states that said lease has
been made subordinate to the document
Entitled:Deed of Trust
Recording Date:October 08, 2019
Recording No:2019000391451, of Official Records
30.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as
disclosed by the document
Entitled:Subordination Agreement Tenant Subordination and Attornment Agreement
(California)
Lessor:Birch Street Holdings, LLC
Lessee:Dove Street Surgical Center, Inc.
Recording Date:October 08, 2019
Recording No:2019000391456, of Official Records
An agreement recorded October 08, 2019 at 2019000391456, of Official Records which states that said lease has
been made subordinate to the document
Entitled:Deed of Trust
Recording Date:October 08, 2019
Recording No:2019000391451, of Official Records
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
SCHEDULE B
(Continued)
72306B (6/06)9
ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
31.An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as
disclosed by the document
Entitled:Subordination, Estoppel, Nondisturbance and Attornment Agreement (California)
Lessor:Birch Street Holdings, LLC
Lessee:Force 10 Partners
Recording Date:October 08, 2019
Recording No:2019000391457, of Official Records
An agreement recorded October 08, 2019 at 2019000391457, of Official Records which states that said lease has
been made subordinate to the document
Entitled:Deed of Trust
Recording Date:October 08, 2019
Recording No:2019000391451, of Official Records
END OF SCHEDULE B
Endorsements: NONE
Order No.: 00594282-988-CIO-DN1 Policy No.: CA-FTSC-IMP-72306-1-19-00594282
10
ALTA Owner’s Policy (6/17/06)
Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land
Title Association.
This map/plat is being furnished as an aid in locating the herein described Land in relation to adjoining streets, natural
boundaries and other land, and is not a survey of the land depicted. Except to the extent a policy of title insurance is expressly
modified by endorsement, if any, the Company does not insure dimensions, distances, location of easements, acreage or other
matters shown thereon