Loading...
HomeMy Public PortalAboutResolution - 01-26- 20011024 - McKannay Purchase RESOLUTION NO. 0 1-26 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT-BARGAIN SALE,AUTHORIZING OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT,AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION(SIERRA AZUL OPEN SPACE PRESERVE—LANDS OF McKANNAY) The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Purchase Agreement-Bargain Sale and the Caretaker/Lease Agreement, (Exhibit B to the Purchase Agreement)between the Richard H. McKannay Trust and Midpeninsula Regional Open Space District, a copy of which is attached hereto and by reference made a part hereof,and authorizes the President or appropriate officers to execute the Agreement and Caretaker Lease Agreement on behalf of the District. Section Two. The President of the Board of Directors or other appropriate officer is authorized to execute a Certificate of Acceptance on behalf of the District. Section Three. The General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and Lease and other transactional documents which do not involve any material change to any term of the Agreement the Lease or other transactional documents,which are necessary or appropriate to the closing or implementation of this transaction. Section Four. The General Manager of the District is authorized to expend up to$25,000 to cover the cost of tide insurance,escrow fees, clean up associated with underground tank removal, survey costs and other miscellaneous costs related to this transaction. Section Five. It is intended, reasonably expected,and hereby authorized that the District's general fund will be reimbursed in the amount of$2,150,000 from the proceeds of the next long-term District note issue. This Section of this Resolution is adopted by the Board of Directors of Midpeninsula Regional Open Space District solely for purposes of establishing compliance with the requirements of Section 1.103-18 of the Treasury Regulations. The reimbursement of this payment expenditure is consistent with the District s budgetary and financial circumstances. 'Mere are no funds or sources of moneys of the District that have been,or are reasonably expected to be, reserved or allocated on a long-term basis, or otherwise set aside to pay the costs of this open space land acquisition project which are to be paid or reimbursed out of proceeds of indebtedness to be issued by the District. The Board of Directors hereby declares the District's official intent to use proceeds of indebtedness to reimburse itself for this open space land acquisition project expenditure. RESOLUTION No. 01-26 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on October 24, 2001, at a regular meeting thereof, by the following vote: AYES: P. Siemenz, D. Littee, M. Davey, N. Hanko, K. Nitz, J. Cyn NOES: none ABSTAIN: none ABSENT: L. Hai,sett ATTEST: APPROVED: Secretary President Board of Directors Board of Directors 1, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly held and called on the above day. Di ' t Clerk PURCHASE AGREEMENT - BARGAIN SALE This Agreement is made and entered into by and between RICHARD H. McKANNAY TRUST hereinafter called "Seller" and the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code, hereinafter called "District." RECITALS WHEREAS, Seller is the owner of certain real property which has open space and recreational value, located within an unincorporated area of the County of Santa Clara, and being more particularly described within the body of this Agreement; and WHEREAS, District was formed by voter initiative to solicit and receive conveyances of real property by purchase, exchange, gift, or bargain purchase for public park, recreation, scenic and open space purposes; and WHEREAS, District desires to purchase said property for open space preservation and as part of the ecological, recreational, and aesthetic resources of the mid peninsula area; and WHEREAS, Seller wishes to sell and convey the entirety of said property to District, and District wishes to purchase said property upon the terms and conditions set forth herein. WHEREAS, Seller wishes to sell and convey said property to District, at a price below" fair market value, and District wishes to purchase said property upon the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. Purchase and Sale. A. Seller agrees to sell to District and District agrees to purchase from Seller, Seller's real property located within an unincorporated area of the County of Santa Clara, State of California, containing approximately One Hundred Seventy-two and Six Hundredths (162.06) acres, more or less, and commonly referred to as Santa Clara County Assessor's Parcel Numbers 562-21-012, 562-22-002 and 562-23-002. Said property is further described in the Legal Description attached to Preliminary Report Number 51171031 from North American Title Company. A copy of said Preliminary Report is attached hereto as Exhibit "A", and incorporated herein by this reference. Said property is to be conveyed together with any easements, rights of way, or rights of use which may be appurtenant or attributable to the aforesaid lands, and any and all improvements attached or affixed thereto. All of said real property and appurtenances shall hereinafter be called the "Subject Property" or the "Property". B. Survey. Prior to Closing as defined in Section 4 below, District and Seller agree to request the current record owner of the adjacent property to the west, commonly referred to as Santa Clara County Assessor's Parcel Number 562-22-039, (hereafter"Neighboring Property") to jointly hire a licensed land surveyor to survey the alignment of the east/west property boundary line along the ridge line between the Subject Property and the Neighboring Property. The purpose of the survey is to determine if a reservoir and certain recreational improvements built by the owner of the Neighboring Property are located upon the Subject Property. If the survey determines that these improvements are located in whole or in part on the Subject Property, the parties agree to pursue a lot line adjustment through the County of Santa Clara to adjust the east/west boundary between the Subject Property and the Neighboring Property 2 t r so that said reservoir and improvements shall be located entirely on the Neighboring Property. Any loss of acreage to the Subject Property will be made up by adjusting the boundary line from the Neighboring Property so that an equivalent amount of acreage is added to the Subject Property as was added to the Neighboring Property to accomplish the lot line adjustment. The parties hereto have agreed to hire the land surveying firm of Kier&Wright Civil Engineers&Surveyors, Inc. 3350 Scott Boulevard, Building 22, Santa Clara, CA 95054 (408) 727-6665 or other licensed surveyor acceptable to District and Seller to perform this survey. The parties agree to request the owner of the Neighboring Property to share the costs of the survey work described herein and including, if necessary, the costs of the preparation of revised legal descriptions, recording fees, and submission and preparation of a lot line adjustment application and any other required permit or application fee, so that the Seller, the District and the owner of the Neighboring Property will each pay one-third (1/3) of all such costs. Said costs of Seller, District and Neighboring Property Owner shall not exceed a total combined cost of$8,000 or $2,666.67 per party. In the event the owner of the Neighboring Property does not agree to participate in the cost of the survey and submission of an application or lot line adjustment as described above, District and Seller shall nonetheless proceed with the survey to determine if the improvements exist on the Subject Property and, if so, shall share the costs of the survey equally. Said costs of Seller and District shall not exceed a total combined cost of $8,000 or $4,000 per party. Seller and District understand and agree that subsequent to the Closing (as defined in Section 4 herein), the parties shall jointly hire the surveyor identified above to complete the survey within six (6) months of the Close of Escrow, but in no event later than April 15, 2002. 2. Purchase Price. The total purchase price("Purchase Price") for the Property shall be Two Million One Hundred Fifty Thousand and No/100 Dollars($2,150,000.00)which shall be payable as follows: A. An initial payment of Ten Thousand and No/100 Dollars($10,000.00)to be paid into escrow in accordance with Section 15 of this Agreement, and 3 B. District's check payable to the Escrow Holder in the amount of Two Million One Hundred and Forty Thousand and No/100 Dollars ($2,140,000.00). C. District and Seller understand and agree that Seller may,upon the advice of Seller's tax advisor, notify District in writing of its desire to receive all or a portion of the balance of the Purchase Price of Two Million One Hundred and Forty Thousand and No/I 00($2,140,000.00),as specified in Section 2.13 above,in unsecured Promissory Notes made payable to one or more of the individual beneficiaries of the Richard H. McKannay Trust. District and Seller further understand and agree that, if Seller so notifies District, the parties shall amend this Agreement to agree on the specific terms,interest rates and conditions of said Notes(the"Financing Amendment"). Said Amendment shall be presented to the District's Board of Directors for final acceptance and approval. In the event Seller requests the Financing Amendment, the Financing Amendment will be consistent with the following terms:Any Promissory Notes issued by District shall bear tax-free interest at a rate that is determined by District to be the market rate for similar public notes as might be issued by the District on the date of Closing. Said Notes will provide for interest only or amortization of the principal over a period of no less than five (5) and no more than thirty (30) years together with accrued interest,with the first such payment to be made on or before the anniversary date of the Closing. Said Notes will provide that the principal and accrued interest may not be prepaid prior to the payment of the fifth annual installment without penalty. Said Notes shall be unsecured as expressly authorized by Section 5544.2 of the Public Resources Code of the State of California. 3. Liquidated Damages. Upon acceptance of this Agreement by District in accordance with Section 15 of this Agreement, if District fails to complete this purchase by any reason of default by District, Seller shall retain, as liquidated damages for such default, the full amount of the deposit paid into escrow in accordance with said Section 15. 4 Purchase Agreement 4. Escrow. Promptly upon execution of this Agreement, in accordance with Section 15 herein, an escrow shall be opened at North American Title Company, 497 N. Santa Cruz Avenue, Los Gatos, CA 95030 (Escrow Number 5117103 1) or other title company acceptable to District and Seller (hereinafter "Escrow Holder") through which the purchase and sale of the Property shall be consummated. A fully executed copy of this Agreement shall be deposited with Escrow Holder to serve as escrow instructions to Escrow Holder; provided that the parties shall execute such additional supplementary or customary escrow instructions as Escrow Holder may reasonably require. This Agreement may be amended or supplemented by explicit additional escrow instructions signed by the parties, but the printed portion of such escrow instructions shall not supersede any inconsistent provisions contained herein. Escrow Holder is hereby appointed and instructed to deliver, pursuant to the terms of this Agreement, the documents and monies to be deposited into the escrow as herein provided, with the following terms and conditions to apply to said escrow: A. Except in the event of an extended Closing until January 15, 2002 due to Seller's tax planning considerations, the parties desire to close the escrow, on or before November 9, 2001; provided, however, that the parties may, by written agreement, extend the time for Closing. The term "Closing" as used herein shall be deemed to be the date when Escrow Holder causes the Grant Deed (as defined below) to be recorded in the Office of the County Recorder of Santa Clara County. B. Seller and District shall, during the escrow period, execute any and all documents and perform any and all acts reasonably necessary or appropriate to consummate the purchase and sale pursuant to the terms of this Agreement. C. Seller shall deposit into escrow on or before the Closing an executed and recordable Grant Deed or Deeds covering the Subject Property. Notwithstanding anything to the 5 I Purchase Agreement contrary contained in this Agreement and whether or not Seller assigns its rights under this Agreement to individual beneficiaries pursuant to Section 14.M below, Seller may convey fractional interests in the Property to a beneficiairy of the Trust, and such beneficiary may then convey fractional interests to District, so long as, upon the Closing, (i) one hundred percent (100%) of the fee title to the Property, subject only to the Permitted Exceptions, is conveyed to District by Seller and/or such beneficiaries, and (ii) District is able to obtain an owner's policy of title insurance in accordance with Section 4.F below. Seller shall deposit into the escrow on or before the Closing: (i)An executed and recordable Grant Deed or Deeds, covering the Property as described in said Exhibit "A"; (ii) An executed Caretaker/Lease Agreement as described in Section 8 and Exhibit "B". D. District shall deposit into the escrow, on or before the Closing: (i) The required Certificates of Acceptance for the Grant Deed or Deeds, duly executed by District and to be dated as of the Closing; (ii) A fully executed Unsecured Promissory Note or Notes as provided in Section 2.0 hereof. (iii) District's check payable to Escrow Holder in the amount of Two Million One Hundred and Forty Thousand and No/100 ($2,140,000.00), provided that Seller may notify District of its decision to finance all or a portion of this amount in unsecured Promissory Notes in accordance with Section 2.0 above, which is the balance of the Purchase Price of Two Million One Hundred and Fifty Thousand and No/100 Dollars as specified in Section 2. An initial $10,000.00 will be paid into escrow in accordance with Section 15 of this Agreement. E. Seller and District shall share (50/50) the escrow fees, the CLTA Standard Policy of Title Insurance, if required by District, and all recording costs and fees. There will be no transfer taxes, as the District is a public agency and is exempt from transfer taxes in accordance I I 6 i Purchase Agreement with Section 11922 of the California Revenue and Taxation Code. All other costs or expenses not otherwise provided for in this Agreement shall be apportioned or allocated between District and Seller in the manner customary in Santa Clara County. All current property taxes on the Property shall be pro-rated through escrow between District and Seller as of the Closing based upon the latest available tax information using the customary escrow procedures. F. Seller shall cause North American Title Company, or other title company acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA p P P insuring District in the amount of Standard Policyof Title Insurance dated as of the Closing, g $2,150,000 for the Subject Property showing title to the Property vested in fee simple in District, subject only to: (i)current real property taxes, (ii) title exceptions 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 18 as listed in the Preliminary Report (Exhibit "A") dated May 25, 2001(iii) such additional title exceptions as may be approved in writing by District prior to the Closing as determined by District in its sole and absolute discretion. G. Escrow Holder shall, when all required funds and instruments have been deposited into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled, cause the Grant Deed or Deeds and attendant Certificates of Acceptance to be recorded in the Office of the County Recorder of Santa Clara County. Upon the Closing, Escrow Holder shall cause to be delivered to District the original of the policy of title insurance required herein, and to Seller Escrow Holder's check and Promissory Note as applicable for the full purchase price of the Subject Property (less Seller's portion of the expenses described in Section 4.E and less the sum of$10,000 which shall be placed in an inpound account in accordance with Section 11. C of this Agreement), and to District or Seller, as the case may be, all other i documents or instruments which are to be delivered to them. In the event the escrow terminates as provided herein, Escrow Holder shall return all monies, documents or other things of value deposited in the escrow to the party depositing the same, provided that if escrow terminates solely 7 Purchase Agreement to the default of District after its acceptance by District pursuant to Section 15 herein through no fault of Seller, the sum deposited by District coincident with Seller's acceptance and execution of this Agreement in accordance with Section 15 shall be released only to Seller upon Seller's written demand to Escrow Holder. 5. Rights and Liabilities of the Parties in the Event of Termination. In the event this Agreement is terminated and escrow is canceled for any reason, all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. Upon any such termination of escrow, all parties hereto shall be jointly and severally liable to Escrow Holder for payment of its title and escrow cancellation charges (subject to rights of subrogation against any party whose fault may have caused such termination of escrow), and each party expressly reserves any other rights and remedies which it may have against any other party by reason of a wrongful termination or failure to close escrow. 6. Leases or Occupancy of Premises. Except for the Caretaker Lease which is provided for in Section 8 below, Seller warrants that it has no knowledge that there exist oral or written leases or rental agreements affecting all or any portion of the Subject Property. Seller further warrants and agrees to hold District free and harmless and to reimburse District for any and all costs, liability, loss, damage or expense, including costs for legal services, occasioned by reason of any such lease or rental agreement on the Property being acquired by District, including, but not limited to, claims for relocation benefits and/or payments pursuant to California Government Code Section 7260 et seq. Seller understands and agrees that the provisions of this paragraph shall survive the Close of Escrow and recordation of any Grant Deed(s). 7. Seller's Representations and Warranties. For the purpose of consummating the sale and purchase of the Property in accordance herewith, Seller makes the following representations 8 Purchase Agreement and warranties to District, which shall survive Close of Escrow, each of which is material and is being relied upon by District. A. Authority. Seller has the full right, power and authority to enter into this Agreement and to perform the transactions contemplated hereunder. B. Valid and Binding Agreements. This Agreement and all other documents delivered by Seller to District now or at the Closing have been or will be duly authorized and executed and delivered by Seller and are legal, valid and binding obligations of Seller sufficient to convey to District the Subject Property described therein, and are enforceable in accordance with their respective terms and do not violate any provisions of any agreement to which Seller is a party or by which Seller may be bound or any articles, bylaws or corporate resolutions of Seller. 8. Caretaker Lease. District agrees to approve and execute before the Close of Escrow a Caretaker/Lease Agreement with Seller for lease of a portion of the Subject Property for a lease term of ten (10) years. Said Caretaker/Lease Agreement shall be in the form attached as Exhibit B hereto and is incorporated herein by this reference. 9. Integrity of Property. Seller shall not, between the time of Seller's execution hereof and the Close of Escrow, cause or allow any substantial physical alterations to the Property. Such prohibited alterations shall include but not be limited to grading, excavating or other earthmoving; activities (with exception of maintaining the access road to the residence), cutting or removing trees other than fallen trees, and damaging or demolition of improvements or structures on the Property. 10. Hazardous Waste. 9 Purchase Agreement A. Definitions. The term "Hazardous Waste," as used herein, means any substance, material or other thing regulated by or pursuant to any federal, state or local Environmental Law by reason of its potential for harm to human health or the environment because of its flammability, ignitability, toxicity, reactivity, corrosivity or carcinogenicity. The term "Hazardous Waste" includes without limitation,polychlorinated biphenyls,benzene,asbestos, petroleum, petroleum by-products, gas, gas liquids, lead, lead based paint, mercury, and mining waste rock or tailings or other mine wastes. The term "Environmental Law" as used herein means any local, state or federal statute, regulation, ordinance, administrative agency order, or judicial decree or decision that governs Hazardous Waste, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) B. Seller's Representations and Warranties. For the purpose of consummating the sale and purchase of the Property, Seller makes the following representations and warranties to District, which shall survive Close of Escrow and remain valid for a period of two (2) years following the Closing as defined in Section 4 hereof, each of which is material and is being relied upon by District: (i) To Seller's knowledge, the Property does not contain any Hazardous Waste, except as otherwise disclosed in Section 11 of this Agreement; (ii)To Seller's knowledge, the Property is in compliance with all applicable federal, state and local laws, statutes, ordinances, orders, guidelines, rules and regulations pertaining to Hazardous Waste except as otherwise disclosed in Section 11 of this Agreement; 10 Purchase Agreement (iii) At the time Seller acquired the Property, Seller did not know and had no reason to know that any Hazardous Waste was present, used, manufactured, handled, generated, stored, treated, discharged, buried or disposed of on, under or about the Property, or had been transported to or from the Property; (iv) Seller has not undertaken, permitted, authorized or suffered, and will not undertake, permit, authorize or suffer the presence, use, manufacture, handling, generation, storage, treatment, discharge, release, burial or disposal on, under or about the Property of any Hazardous Waste, except as otherwise disclosed in Section 11 of this Agreement; (v) To Seller's knowledge, there is no pending or threatened litigation or proceedings before any administrative agency in which any person or entity alleges the presence, release, threat of release, placement on, under or about the Property, or the use, manufacture, handling, generation, storage, treatment, discharge, burial or disposal on, under or about the Property, or the transportation to or from the Property, of any Hazardous Waste; (vi) Seller has not received any notice and has no knowledge or reason to know that any governmental authority or any employee or agent thereof has determined, or threatens to determine, that there is a presence, release, threat of release, placement on, under or about the Property, or the use, manufacture, handling, generation, storage, treatment, discharge, burial or disposal on, under or about the Property, or the transportation to or from the Property, of any Hazardous Waste; (vii) There have been no communications or agreements with any governmental authority or agency (federal, state or local) or any private entity, including, but not limited to, any prior owners of the Property, relating in any way to the presence, release, threat of release, placement on, under or about the Property, or the use, manufacture, handling, 11 Ili Purchase Agreement generation, storage, treatment, discharge, burial or disposal on, under or about the Property, or the transportation to or from the Property, of any Hazardous Waste. C. Indemnity. For a period of two years from the date of Closing, Seller shall indemnify, defend and hold harmless District from and against any legal or administrative proceedings brought against District,and all claims,liabilities losses,damages,and costs,foreseen and unforeseen, including without limitation, attorney, engineering and other professional or expert fees, directly or indirectly arising from any proven breach of the warranties or representations contained in this Section. 11. As-Is Purchase and Sale. A. Notwithstanding Seller's representations and warranties contained in Section 10,Seller discloses to District that it is aware of one and possibly two adjacent underground fuel tanks located i on the Property believed to contain gasoline or have contained gasoline in the past. To Seller's knowledge, these tanks were installed between 1975 and 1985. B. Seller and District each acknowledge to the other that the Property is being sold in"as is"condition and that no representations or warranties other than those contained in this agreement have been made as to the condition of the Property. Other than the representations and warranties made by Seller in this Agreement, District acknowledges that it will rely solely upon inspections made by District personnel or contractors in making its decision as to the condition of the Property and District's willingness to proceed with the purchase. In the event District agrees to proceed with the purchase of the Property, District waives any claim against Seiler relating in any way to the physical condition to the Property subsequent to closing, with the exception of claims arising out of breach of the representations and warranties set out in this Agreement. In accordance with Section 10 of this Agreement,District is advised and encouraged,at its own expense,to contract for any inspections of the Property it may deem necessary, and based upon the results thereof, either proceed or decline to proceed with the purchase of the Property. 12 J Purchase Agreement C. Seller's Covenant: In the event any underground storage tank described in Section I I(A) is located on the Property,Seller shall reimburse District up to the maximum sum of$10,000 for any costs incurred by District for any removal, remediation, or site restoration necessitated by the presence of any such tanks. Seller shall reimburse District within sixty (60) days of receipt of written notice from District that any such underground storage tank is located on the Property and that District has incurred costs in connection therewith. 12. Waiver of Relocation Benefits and Statutory Compensation. Seller and District understand and agree that Seller may be entitled to receive certain relocation benefits and the fair market value of the Property described in Exhibit "A", as provided for by the Federal Uniform Relocation Assistance and Real Property Acquisition Act of 1970 (Public Law 91-646), the Uniform Relocation Act Amendments of 1987 (Public Law 100-17, Title IV of the Surface Transportation and Uniform Relocation Assistance Act of 1987(101 Statutes,246-256)(42 U.S.C. §4601 et seq.), and the California Relocation Assistance Act, Government Code Section 7260 et seq. Seller hereby waives any and all existing and/or future claims or rights Seller or its beneficiaries may have to any relocation assistance, benefits, procedures, or policies as provided in said laws or regulations adopted there under and to any other compensation, except as provided in this Agreement. Seller has been advised as to the extent and availability of such benefits, procedures, notice periods, and assistance, and freely and knowingly waives such claims, rights and notice periods except as set forth in this Agreement, including the fair market value of said Property, as provided for by said Federal Law and any corresponding California Government Code Sections. 13. Charitable Contribution. District and Seller acknowledge and agree that Seller may seek a tax benefit for the charitable contribution of the difference between the purchase price being paid by the District and the Property's fair market value being donated to the District as part of this transaction. District expresses no opinion as to whether Seller will receive any deduction for federal or state income tax purposes as result of this transaction. Seller acknowledges and 13 Purchase Agreement agrees that Seller is relying solely upon the advice of its own attorneys, accountants and other professional advisors with respect to all such matters, and to the tax consequences of this Agreement in general. Without limitation of the foregoing, if such contribution is not deductible for federal and state income tax purposes, in whole or in part, such non-deductibility or non- treatment will not relieve Seller of any of its obligations under this Agreement or otherwise affect this Agreement in any way or require the payment of any additional or substitute consideration by District for the purchase of the Subject Property or entitle Seller to any remedies against District as a result thereof. District agrees to provide Seller with an executed IRS Form 8283 as evidence of the Bargain Sale price accepted by Seller thereunder. 14. Miscellaneous Provisions. A. Seller's Disclosure of Documents. By September 19, 2001, Seller shall furnish to District all documents in Seller's possession or control of which Seller is aware which consist of the following type of documents concerning the physical condition of the Property: governmental permits, leases, easements, licenses, termite or other pest control reports, environmental studies, inspections,tests or surveys, septic system inspection reports,water supply or water quality tests or well inspection reports, fuel tank inspection reports and tank integrity test reports, landslide or geologic reports, and any documents regarding Hazardous Waste on the Property. B. Access for Investigations. From the date Seller delivers an executed copy of this Purchase Agreement to District and until the Closing, with prior advance notice to Seller, District and District's agents, lender, contractors, engineers, consultants, employees, subcontractors and other representatives (the "District Parties") may enter upon the Property for the purpose of inspecting, testing and evaluating the same; provided, however, that District may not perform any physical alterations on the Property without Seller's prior written consent, which shall not be unreasonably withheld or delayed and further provided that District shall give Seller 14 Purchase Agreement at least 24 hours prior notice of each proposed entry by District. District shall indemnify, protect, defend and hold Seller free and harmless from and against any and all claims, actions, causes of action,suits,proceedings,costs,expenses(including, without limitation,reasonable attorneys' fees and costs), liabilities, damages, and liens caused by the activities of District Parties while upon the Property prior to the Closing; provided, however, the foregoing indemnity shall not cover or include any claims, damages or liens resulting from District's discovery of any Hazardous Waste or other pre-existing adverse conditions pursuant to its inspections, testing or evaluation. The purpose of such testing, inspection and evaluation of the Property shall be solely for the purpose of evaluating District's interest in pursuing purchase of the Property. The results of any such tests, inspections or evaluations made by District or its representatives shall not be disclosed in any manner to any third-parties prior to the Close of Escrow. In the event, for whatever reason, District fails to complete the purchase of the Property as contemplated under this Agreement, copies of such tests, inspections or evaluations shall be delivered to Seller and District agrees to retain its original documentation in confidence and refrain from any public dissemination thereof. Any disclosure by District which is required or compelled by law, including litigation discovery, shall not be considered a breach of this subsection. District's inspections shall be at District's sole expense. District shall repair any damage to the Property that may be caused by the District Parties while on the Property performing its inspections or tests. C. Choice of Law. The internal laws of the State of California, regardless of any choice of law principles, shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. D. Amendment and Waiver. The parties hereto may by mutual written agreement amend this Agreement in any respect. Any party hereto may: (i) extend the time for the performance of any of the obligations of the other party; (ii) waive any inaccuracies in representations and warranties made by the other party contained in this Agreement or in any documents delivered pursuant hereto; (iii) waive compliance by the other party with any of the 15 1 Purchase Agreement covenants contained in this Agreement or the performance of any obligations of the other party, or (iv) waive the fulfillment of any condition that is precedent to the performance by such party of any of its obligations under this Agreement. On behalf of District, the General Manager is authorized to agree to an extension of the time for the performance of any obligations on the part of District or Seller pursuant to this Agreement, and to take any actions and execute any documents necessary or appropriate to closing escrow and completing this conveyance, including execution of any documents which may allow Seller to accomplish a tax deferred exchange of as permitted b law provided, however that the District shall not take title to an third property p Y � P � Y party property other than the Subject Property. Any agreement on the part of any party for any such amendment, extension or waiver must be in writing. E. Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right,power or remedy available to such party. F. Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as follows: 16 Purchase Agreement Seller: Richard H. McKannay Trust c/o Richard H. McKannay, Jr. Post Office Box 29475 San Francisco, CA 94129 (415) 771-4040 FAX (415) 563-4433 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: L. Craig Britton General Manager (650) 691-1200 FAX: (650) 691-0485 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. G. Severability. If any of the provisions of this Agreement are held to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction, the 17 Purchase Agreement decision of which is binding upon the parties, the parties agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to replace such void or unenforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. H. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed as an original, and when executed, separately or together, shall constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. I. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. J. Entire Agreement. This Agreement is intended by the parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings relating to the same subject matter. K. Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. L. Survival of Covenants. All covenants of District or Seller which are expressly intended hereunder to be performed in whole or in part after the Closing, and all repre- sentations and warranties by either party to the other, except as specifically stated otherwise herein, shall survive the Closing and be binding upon and inure to the benefit of the respective 18 Purchase Agreement parties hereto and their respective heirs, successors and permitted assigns. M. Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party. Notwithstanding the foregoing, Seller may assign all or fractional portions of its rights under this Agreement to a beneficiary or beneficiaries of the Trust, as necessary or desired (as determined by Seller in Seller's sole discretion) to achieve certain tax results in connection with the conveyance of an interest in the Property by such beneficiary to District pursuant to Section 4.0 of this Agreement. N. Further Documents and Acts. Each of the parties hereto agrees to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions described and contemplated under this Agreement. O. Binding on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. P. Broker's Commission. Seller and District warrant and represent to the other that no real estate brokers or other third parties are involved in this transaction such that said third party could claim a commission, finder's fee or other entitlement. The Seller shall indemnify the District from any such claim made by or through the conduct of the Seller and the District shall indemnify the Seller from any such claim made by or through the conduct of the District, in connection with this transaction. Q. Captions. Captions are provided herein for convenience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this 19 Purchase Agreement Agreement, nor as evidence of the intention of the parties hereto. R. Pronoun References. In this Agreement, if it be appropriate, the use of the singular shall include the plural, and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. S. Arbitration of Disputes. If a dispute arises out of or relates to this Agreement or the performance or breach thereof, the parties agree first to participate in non- binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy or claim shall be settled by binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior or Appellate Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq including the right of discovery. Hearings shall be held in San Mateo, Santa Clara or San Francisco County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. The cost of arbitration shall be borne equally by both parties regardless of whether Seller or District is the prevailing party. The award of the arbitrator shall not include any attorneys' fees or other expert witness fees and such fees shall be borne solely by the party employing such professional services. NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL 20 Purchase Agreement RIGHTS TO 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, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING FROM THE MATTER INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. SELLER INITIAL DISTRICT INITIAL W 15. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before September 26, 2001, District shall have until midnight October 24, 2001 to accept and execute this Agreement, and during said period this instrument shall constitute an irrevocable offer by Seller to sell and convey the Property to District for the consideration and under the terms and conditions herein set forth. Said offer shall remain irrevocable during this period without the necessity of execution and acceptance of this Purchase Agreement by District. As consideration for said irrevocable offer, District has paid into escrow and Seller acknowledges receipt of the sum of Ten Thousand Dollars and No/100 ($10,000.00), which shall be applied to the Purchase Price as set forth in Section 2 hereof and shall constitute liquidated damages pursuant to Section 3 and 4.G of this Agreement in the event District fails to complete the purchase of the Property by default of District and through no fault of Seller said sum shall be released to Seller as liquidated damages upon Seller's written demand to Escrow Holder. Provided that this Agreement is accepted by District, this transaction shall close as soon as practicable in accordance with the terms and conditions set forth herein. 21 Purchase Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers to be effective as of the date of final execution by District in accordance with the terms hereof. DISTRICT: SELLER: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Ga rielle Miller, Co-Trustee on behalf of the Richard H. McKannay Trust ACCEPTED FOR RECOMMENDATION Date: ql-2rdR&Vl C • ('.) ( ' 2;I 1 KL fie.rau— Michael C. Williams, Real Property Christine De Voto, Co-Trustee on behalf Representative Of the Richard H. McKannay Trust Date: ��5 a001 PPROVED A TIP FO Su n M. ectman, General Counsel EN ED FOR APPROVAL: N At L. Craig Br ton General Manager APPROVEMND ACCEPTED: I President, Board of Directors ATTES : Distric erk Date: /"? d 22 F.XHISIT, ' FjNORTH page -L-0-2a. AMERICAN DIRECT ALL INQUIRIES TO: INTITLE Escrow Officer: Susan K. Trovato SCOMPANY Telephone No.: (408) 399-4100 Our No.: 56007-51 1 71 031-SKT Mid-Peninsula Open Space District Attn: Mike Williams 330 Distel Circle Los Altos CA 94022-1404 Buyer(s): Mid Peninsula Open Space District Property Address: APN 562-024-001; -005; -006; -010; -069; 562-25-027; -038; 562-23-002; 562-22-002; 562-21-012 Amendment No. 1 Preliminary Report IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, North American Title Company, Inc. HEREBY REPORTS THAT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED, AS OF THE DATE HEREOF,A POLICY OR POLICIES OF TITLE INSURANCE, DESCRIBING THE LAND AND THE ESTATE OR INTEREST HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY DEFECT, LIEN, OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS AND STIPULATIONS OF SAID POLICY FORMS. THE PRINTED EXCEPTIONS AND EXCLUSION FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE SET FORTH ON THE ATTACHED COVER, COPIES OF THE POLICY FORMS SHOULD BE READ, THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT. PLEASE READ THE EXCEPTIONS SHOWN OR REFERRED TO BELOW AND THE EXCEPTIONS AND EXCLUSIONS SET FORTH IN EXHIBIT A OF THIS REPORT CAREFULLY. THE EXCEPTIONS ARE MEANT TO PROVIDE YOU WITH NOTICE OF MATTERS WHICH ARE NOT COVERED UNDER THE TERMS OF THE TITLE INSURANCE POLICY AND SHOULD BE CAREFULLY CONSIDERED. IT IS IMPORTANT TO NOTE THAT THIS PRELIMINARY REPORT IS NOT A WRITTEN REPRESENTATION AS TO THE CONDITION OF TITLE AND MAY NOT LIST ALL LIENS, DEFECTS, AND ENCUMBRANCES AFFECTING TITLE TO THE LANI) THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS THERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE,A BINDER OR COMMITMENT SHOULD BE REQUESTED. Dated as of May 25, 2001 Pam Thompson/pu at 07:30 am Title Off icer/Examiner 497 N. Santa Cruz Avenue, Los Gatos, CA 95030 Phone No.: (408) 399-4100 Fax No.: (408) 354-3212 The form of policy of title insurance contemplated by this report is: q) 1990- CLTA Owner's Standard Coverage Policy 1992 -ALTA Loan Coverage Policy The estate or interest In the land hereinafter described or referred to covered by this report Is: A fee Title to said estate or interest at the date hereof is vested in: Richard H. McKannay Page 2 Order No.: 56007-51171031-SKT EXHII�Ir' A, Description: The land referred to herein is situated in the State of California, County of Santa Clara, Unincorporated Area, and is described as follows: PARCEL ONE: LOTS A, B, C, D, E, F,AND G, AS SAID LOTS ARE LAID OUT AND DELINEATED ON THAT CERTAIN MAP FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF SANTA CLARA COUNTY ON THE 3RD DAY OF JULY 1909, AND RECORDED IN BOOK "M"OF MAPS, AT PAGE 68, AND ENTITLED, "HACIENDA PARK A SUBDIVISION IN LOTS 4, 5, 6 AND 7, SECTION 15,TOWNSHIP 9 SOUTH, RANGE 1 EAST M.D.M. ASSESSOR'S PARCEL NO.: 562-024-001, 005, 006, 010, 069 AND 562-25-027, 038 PARCEL TWO: THE SW 1/4 OF SW 1/4 OF SECTION 10 AND THE W 1/2 OF NW 1/4 OF SECTION 15, TOWNSHIP 9S, RANGE 1 E, M.D.B. &M. ASSESSOR'S PARCEL NO.: 562-23-002 PARCEL THREE: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 16,TOWNSHIP 9 SOUTH RANGE 1 E., SAID CORNER BEING THE COMMON SECTION CORNER OF SECTIONS 15, 16, 21 AND 22 OF SAID TOWNSHIP, AND RUNNING THENCE WESTERLY ALONG THE LINE BETWEEN SAID SECTIONS 16 AND 21,25 CHAINS, MORE OR LESS,TO THE CREST OF A MOUNTAIN RIDGE WHICH CONSTITUTES A DIVIDE BETWEEN TWO BRANCHES OF ALAMITOS CREEK; THENCE NORTHEASTERLY ALONG THE MIDDLE OF THE CREST OF SAID DIVIDE,AND FOLLOWING THE MEANDERING THEREOF TO A POINT WHERE A LINE DRAWN ALONG THE MIDDLE OF SAID DIVIDE INTERSECTS THE BOUNDARY LINE BETWEEN SAID SECTIONS 15 AND 16; THENCE SOUTHERLY ALONG THE LINE BETWEEN SAID SECTIONS 15 AND 16, 2276.9 FEET TO THE POINT OF COMMENCEMENT. ASSESSOR'S PARCEL NO.: 562-22-002 Page 3 Order No.: 56007-51171031-SKT PARCEL FOUR: COMMENCING AT A 3/4" LD. IRON PIPE SET ON THE LINE COMMON TO SECTIONS 16 AND 21, T9SR1 E, M.D.B. & M. DISTANT THERE ALONG SAID LINE S. 89Q 52'00"W. 113.08 FEET FROM THE CORNER COMMON TO SECTIONS 15, 16, 21 &22,ALL PER THAT CERTAIN RECORD OF SURVEY MAP RECORDED IN BOOK 479, PAGE 12 OF MAPS IN THE OFFICE OF THE RECORDER OF SAID COUNTY; THENCE FROM SAID POINT OF COMMENCEMENT ALONG SAID LINE N. 89Q 52,00" E. 113.08 FEET TO SAID SECTION CORNER, FROM WHICH SAID CORNER A 2"O.D. IRON PIPE WAS SET AT A BEARING OF S. 36Q 53'24"W. AND A DISTANCE OF 24.92 FEET, PER SAID MAP, SAID SECTION CORNER BEING THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT OF BEGINNING ALONG THE LINE COMMON TO SECTIONS 21 AND 22 PER SAID MAP S. 4Q 17'00" E. 183.41 FEET;THENCE, LEAVING SAID LINE, S. 87Q 39' 55"W. 338.92 FEET;THENCE N. 89Q 36' 00"W. 175.18 FEET TO THE CENTERLINE OF A PERENNIAL CREEK WHICH OF SAID CREEK A PORTION IS DEPICTED ON HEREINBEFORE SAID MAP; THENCE ALONG THE CENTERLIr' OF SAID CREEK THE FOLLOWING COURSES: N. 119 22'25" E. 20.94 FEET, N. 189 43'51" E. 97.60 FEET, N. 34Q 58' 52" E. 54.10 FEET, N. 431 06'28" E. 50.61 FEET, AND N. 159 54' 11"W.0.33 FEET TO HEREINBEFORE SAID LINE COMMON TO SECTIONS 16 AND 21; THENCE, LEAVING SAID CREEK, ALONG SAID LINE N. 89Q 52' 00" E. 399.13 FEET TO THE TRUE POINT OF BEGINNING, AS SET FORTH IN CERTIFICATE OF COMPLIANCE RECORDED SEPTEMBER 30, 1988, K 701-110. ASSESSOR'S PARCEL NO.: 562-21-012 Page 4 Order No.: 56007-51171031-SKT F IT page At the date hereof exceptions to coverage In addition to the printed exceptions and exclusions contained in said policy form would be as follows: 1. General and Special Property Taxes, and any assessments collected with taxes, including utility assessments, are a lien not yet payable to be levied for the fiscal year 2001 -2002. 2. The Lien of Supplemental Taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. 3. Notwithstanding the insuring clauses of the policy,the Company does not insure against loss or damage by reason of a lack of a right to access to and from the land. 4. Rights of the public, county and/or city in that portion lying within the street as it now exists: Alamitos Road. 5. Any rights in favor of the public which may exist on said land if said land or portions thereof are or were at any time used by the public. 6. Subject to any vested and accrued water rights for mining, agricultural, manufacturing, or ther purposes, and rights to ditches and reservoirs, used in connection with such water rights, as may be recognized and acknowleged by the local customs, laws, and decisions of courts, and also subject to the rights of the proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises hereby granted, as provided by law, contained in U.S. Patent recorded in Book C of Patents, Page 196 and recorded December 29, 1958 in Book 4273 Official Records, Page 32. Said matter Parcel Two atter affects: 7. Provisions in Patent executed by United States of America and recorded April 23, 1908 in Book G of Patents, page 270. Said matter affects: Parcel Three 8. Provisions, herein recited, of the map of the subdivision shown below. I Subdivision: Map of Hacienda Park Book: M Page: 68 Provisions: Lots marked A.B.C.D.E.F. and G., as delinated on this map are hereby reserved for the exclusive use of the present owner and the exclusive use of such persons as may own lots in this tract. Said matter affects: Parcel One 9. The Terms and Provisions contained in an Agreement: I Entitled: Agreement Executed By: Harry G. McKannay and George N. Herbert and Lucy E. Herbert Recorded: September 27, 1926 Book: 263 Page: 572 Said matter affects: Parcel Two Page 5 Order No.: 56007-51 1 71 031-SKT J A LXHIS11 rage 10. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: Marjorie Herbert(No representation is made as to the present ownership of said easement) No representation is made as to the present ownership of said easement. Purpose: Right of Way Recorded: August 23, 1956 Book: 3586 Page: 432 Affects: Portion of Parcel Two as therein described 11. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: The Pacific Telephone and Telegraph Company, a corporation (No representation is made as to the present ownership of said easement) No representation is made as to the present ownership of said easement. Purpose: Underground wires,cables and other electrical conductors with associated conduits Recorded: November 7, 1956 Book: 3652 Page: 147 Affects: Portion of Parcel Two; exact locationnot disclosed of record 12. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: The Pacific Telephone and Telegraph Company(No representation is made as to the present ownership of said easement) No representation is made as to the present ownership of said easement. Purpose: Communication facility Recorded: October 19, 1970 Book: 9092 Page: 216 Affects: The Southerly 300 feet of Lot B of Parcel One 13. The effect of a Record of Survey, filed in the Office of the County Recorder, recorded in Book 479 of Maps, Page 12, Santa Clara County Records. Page 6 Order No.: 56007-51 1 71 031-SKT A WT page _I_1_0f__Z_ 14. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: Jan Alsbarge, et al No representation is made as to the present ownership of said easement. Purpose: Ingress/egress and utility, lines, affects Recorded: September 30, 1988 Book: K701 Page: 116 Affects: As therein described 15. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: Jan Alsbarge, et al No representationiS M.Ade as to the present ownership cf said easement. Purpose: Ingress/egress and utility lines Recorded: September 30, 1988 Book: K701 Page: 122 Affects: None shown 16. Terms, Covenants, Conditions and Provisions contained in an instrument Entitled: Grant of Easement for Ingress and Egress and for Utility Lines Executed By: Jan Alsberge and Phil W. Schasker Recorded: September 30, 1988 Book: K701 Page: 128 Reference is made to said document for full particulars. 17. Terms, Covenants, Conditions and Provisions contained in an instrument Entitled: Grant of Easement for Ingress and Egress and for Utility Lines Executed By: Jan Alsberge and Phil W. Schasker Recorded: September 30, 1988 Book: K701 Page: 134 Reference is made to said document for full particulars. 18. The effect of a Record of Survey, filed in the Office of the County Recorder, recorded in Book 623 of Maps, Page 10-11, Santa Clara County Records. 19. The effect of the Deed from Richard H. McKannay to the Richard H. McKannay Trust dated April 10, 1994 and recorded April 12, 1994 in Book N392 of Official Records, page 2021. No assurance is made as to the effect or validity of said Deed since the Grantee named therein appears to be a non-entity not legally capable of acquiring title to real property. Page 7 Order No.: 56007-51 1 71 031-SKT H1111T, -A' MONO- INFORMATIONAL NOTES: Page -Of--A. Our ALTA Loan Policy, when issued, will contain Endorsements Nos. 100 and 116/116.2. There is located on said land a single family dwelling known as APN 562-024-001; -005; -006; -010; - 069; 562-25-027; -038; 562-23-002; 562-22-002; 562-21-012, , California. B. Our ALTA Loan Policy, when issued, will contain Endorsements Nos. 100 and 116/116.2. There is located on said land Single Family Dwelling known as Vacant Land, California. C. There are no conveyances affecting said land recorded within twenty-four(24) months of the date of this report. Our ALTA Loan Policy, when issued will contain the following exception in Schedule B, Part 1: "Water rights, or claims or title to water in, on or under the land, whether or not the matters are shown by the public record." D. This charge for a policy of title insurance, if issued through this title order, will be based on the basic insurance rate. E. General and Special Property Taxes for the fiscal year shown below have been paid. Amounts for proration purposes are: Fiscal Year: 2000-2001 Total Amount: $130.00 First Installment: $65.00 Paid Second Installment: $65.00 Paid Land: $4,268.00 Code Area: 72-007 F. General and Special Property Taxes for the fiscal year shown below have been paid. Amounts for proration purposes are: Fiscal Year: 2000 -2001 Total Amount: $371.54 First Installment: $185.77 Paid Second Installment: $185.77 Paid Land: $13,818.00 Improvements: $7,504.00 Code Area: 12-007 Parcel Number: 562-22-002 G. General and Special Prope,Zy Taxes for the ,Iscal year shown below have been paid. Amounts for proration purposes are: Fiscal Year: 2000-2001 Total Amount: $249.56 First Installment: $124.78 Paid Second Installment: $124.78 Paid Land: $15,321.00 Code Area: 72-007 Parcel Number: 562-23-002 Page 8 Order No.: 56007-51171031-SKT LXHISIT page H. General and Special Property Taxes for the fiscal year shown below have been paid. Amounts for proration purposes are: Fiscal Year: 2000-2001 Total Amount: $87.06 First Installment: $43.53 Paid Second Installment: $43.53 Paid Land: $438.00 Code Area: 72-007 Parcel Number: 562-24-001 I. General and Special Property Taxes for the fiscal year shown below have been paid. Amounts for proration purposes are: Fiscal Year: 2000 -2001 Total Amount: $35.28 First Installment: $17.64 Paid Second Installment: $17.64 Paid Land: $288.00 Code Area: 72-007 Parcel Number: 562-24-005 J. General and Special Property Taxes for the fiscal year shown below have been paid. Amounts for proration purposes are: Fiscal Year: 2000-2001 Total Amount: $179.36 First Installment: $89.68 Paid Second Installment: $89.68 Paid Land: $288.00 Code Area: 72-007 Parcel Number: 562-24-006 K. General and Special Property Taxes for the fiscal year shown below have been paid. Amounts for proration purposes are: Fiscal Year: 2000 -2001 Total Amount: $48.56 First Installment: $24.28 Paid Second Installment: $24.28 Paid Land: $589-00 Code Area: 72-007 Parcel Number: 562-24-010 L. General and Special Property Taxes for the fiscal year shown below have been paid. Amounts for proratiun purposes are: Fiscal Year: 2000-2001 Total Amount: $21.42 First Installment: $10.71 Paid Second Installment: $10.71 Paid Land: $589.00 Code Area: 72-007 Parcel Number: 562-24-069 Page 9 Order No.: 56007-51171031-SKT EXHIBIT P P r;9 16 of M. General and Special Property Taxes for the fiscal year shown below have been Oaid.—Am&ntiffir proration purposes are: Fiscal Year: 2000 -2001 Total Amount: $21.42 First Installment: $10.71 Paid Second Installment: $10.71 Paid Land: $589.00 Code Area: 72-007 Parcel Number: 562-25-027 N. General and Special Property Taxes for the fiscal year shown below have been paid. Amounts for proration purposes are: Fiscal Year: 2000 -2001 Total Amount: $18.1 b First Installment: $9.09 Paid Second Installment: $9.09 Paid Land: $288.00 Code Area: 72-007 Parcel Number: 562-25-038 O. If an ALTA Lender's Policy is to be issued, consider the following matters: P. Water rights,claims or title to water, whether or not shown by the public records. 0. Any easement or lesser right not disclosed by those public records which impart constructive notice, and which are not visible and apparent from an inspection of the surface of said land. R. Any rights of parties in possession of said land, based on any unrecorded lease or leases, as disclosed by an inspection of said land and/or inquiry. Note: Please submit copies of leases for review. S. Matters which may be disclosed by an inspection or survey of said land or by inquiry of the parties in possession thereof. Note: An inspection of said land should be ordered prior to close of escrow and upon its completion, we will advise you of our findings. Page 10 Order No.: 56007-51171031-SKT { IBM nA�111+C 1 T. Pursuant to Section 12413.1 of the insurance code funds deposited in escrow must bG for '7 following time periods before they can be disbursed: 1. Cash or wired funds--available for immediate disbursal after deposit in bank or confirmation of receipt in account. Bear in mind that Cash will be accepted from customers only under special circumstances as individually approved by management. 2. Cashier checks, certified checks, tellers checks--next day available funds. 3. All other checks must be held in accordance with regulation CC adopted by the Federal Reserve Board of Governors before they must be disbursed. 4. Drafts must be collected before they may be disbursed. North American Title Company will not be responsible for accruals of interest or other charges resulting from compliance with the disbursement restrictions imposed by state law. For Your Information, Our Wire Instructions Are: Wire To: Credit The Account of: Imperial Bank North American Title Company Redondo Beach Office Bank Account No.: 16-129-666 2015 Manhattan Beach Boulevard Escrow No.: 56007-51171031-SKT Redondo Beach, CA 90278 Branch/County No.: 560-07 ABA No.: 122201444 Attn: Susan K. Trovato Attn: San Francisco Office i I Page 11 Order No.: 56007-51171031-SKT EXHIBIT GOOD FUNDS LAW Page J CALIFORNIA ASSEMBLY BILL 512 ("AB512") IS EFFECTIVE ON JANUARY 1, 1990. UNDER AB512, NORTH AMERICAN TITLE COMPANY, INC. ("NORTH AMERICAN TITLE COMPANY, INC.") MAY ONLY MAKE FUNDS AVAILABLE FOR MONETARY DISPERSAL IN ACCORDANCE WITH THE FOLLOWING RULES: SAME DAY AVAILABILITY- DISBURSEMENT ON THE DATE OF DEPOSIT IS ALLOWED ONLY WHEN FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY ("NORTH AMERICAN TITLE COMPANY, INC.") IN CASH OR BY ELECTRONIC TRANSFER (WIRE). BEAR IN MIND THAT CASH WILL BE ACCEPTED FROM CUSTOMERS ONLY UNDER SPECIAL CIRCUMSTANCES AS INDIVIDUALLY APPROVED BY MANAGEMENT. NEXT DAY AVAILABILITY - IF FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY, INC. BY CASHIER'S CHECKS, CERTIFIED CHECKS, OR TELLER'S CHECKS, DISBURSEMENT MAY BE ON THE NEXT BUSINESS DAY FOLLOWING DEPOSIT. A"TELLER'S CHECK" IS ONE DRAWN BY AN INSURED FINANCIAL INSTITUTION AGAINST ANOTHER INSURED FINANCIAL INSTITUTION (E.G., A SAVINGS AND LOAN FUNDING WITH A CHECK AGAINST A FDIC INSURED BANK). 2-5 DAY AVAILABILITY (REGULATION CC). IF THE DEPOSIT IS MADE BY CHECKS OTHER THAN THOSE DESCRIBED IN PARAGRAPHS 1 AND 2 ABOVE, DISBURSEMENT MAY OCCUR ON THE DAY WHEN FUNDS MUST BE MADE AVAILABLE TO DEPOSITORS UNDER FEDERAL RESERVE REGULATION CC. THIS REQUIRES A "HOLD" ON COME CHECKS OF 2-5 DAYS OR LONGER IN SOME INSTANCES. r cRSONAL CHECKS, DRAFTS, PRIVATE CORPORATION AND COMPANY CHECKS, AND FUNDING CHECKS FROM MORTGAGE COMPANIES THAT ARE NOT TELLER'S CHECKS ARE AMONG THOSE CHECKS SUBJECT TO SUCH HOLDS. (FOR FURTHER DETAILS,CONSULT CHAPTER 598, STATUTES OF 1989.) NOTE: THE ABOVE GUIDELINES ARE IN CONFORMITY WITH THOSE ISSUED BY THE DEPARTMENT OF INSURANCE FOR ALL CAL "ORNIA TITLE INSURANCE AND CALIFORNIA TITLE COMPANIES. PRELIMINARY CHANGE OF OWNERSHIP REPORT NOTE: ON OR AFTER JULY 1, 1985, THE COUNTY RECORDER'S OFFICE WILL CHARGE, IN ADDITION TO THE REGULAR CHARGES, AN EXTRA $20.00 RECORDING FEE, UNLESS A DOCUMENT EVIDENCING A CHANGE OF OWNERSHIP IS ACCOMPANIED BY A PRELIMINARY CHANGE OF OWNERSHIP REPORT. IN LIEU OF SAID REPORT, SIGNED BY THE TRANSFEREE, THE RECORDER WILL ACCEPT AN AFFIDAVIT THAT THE TRANSFEREE IS NOT A RESIDENT OF CALIFORNIA. TITLE BILLINGS WILL BE ADJUSTED TO REFLECT SUCH ADDITIONAL FEES WHEN APPLICABLE. IRS FORM 1099 BEFORE THE TRANSACTION CONTEMPLATED BY THIS REPORT CAN BE CLOSED, THE SELLER/BORROWER MUST FURNISH A TAXPAYER IDENTIFICATION NUMBER TO US SO THAT WE CAN FILE AN IRS FORM 1099, OR ITS EQUIVALENT, WITH THE INTERNAL REVENUE SERVICE. THIS PROCEDURE IS REQUIRED BY SECTION 6045 OF THE INTERNAL REVENUE SERVICE. NOTICE OF A WITHHOLDING REQUIREMENT THIS IS A NOTICE OF A WITHHOLDING REQUIREMENT (CALIFORNIA REVENUE AND TAXATION CODE SECTIONS 18862) ON SALES OF REAL PROPERTY. IN ACCORDANCE WITH SECTION 18662 OF THE REVENUE AND TAXATION CODE,A BUYER MAY BE REQUIRED TO WITHHOLD AN AMOUNT EQUAL TO 3 1/3 PERCENT OF THE SALES PRICE, IN THE CASE OF A DISPOSITION OF CALIFORNIA REAL PROPERTY INTEREST BY EITHER: A SELLER WHO IS AN INDIVIDUAL WITH A LAST KNOWN STREET ADDRESS OUTSIDE OF CALIFORNIA OR WHEN THE DISBURSEMENT INSTRUCTIONS AUTHORIZE THE PROCEEDS BE SENT TO A FINANCIAL INTERMEDIARY OF THE SELLER,OR A CORPORATE SELLER WHICH HAS NO PERMANENT PLACE OF BUSINESS IN CALIFORNIA,OR FOR FAILURE TO WITHHOLD,THE BUYER MAY BECOME SUBJECT TO A PENALTY IN AN AMOUNT EQUAL TO THE GREATER OF 10 PERCENT OF THE AMOUNT REQUIRED TO BE WITHHELD OR FIVE HUNDRED DOLLARS($500). HOWEVER, NOTWITHSTANDING ANY OTHER PROVISION INCLUDED IN THE CALIFORNIA STATUTES REFERENCED ABOVE, NO BUYER WILL BE REQUIRED TO WITHHOLD ANY AMOUNT OR BE SUBJECT TO PENALTY FOR FAILURE TO WITHHOLD IF: THE SALES PRICE OF THE CALIFORNIA REAL PROPERTY CONVEYED DOES NOT EXCEED ONE HUNDRED THOUSAND DOLLARS($100,000),OR ` THE SELLER EXECUTES A WRITTEN CERTIFICATE, UNDER PENALTY OF PERJURY,CERTIFYING THAT THE SELLER IS A RESIDENT OF CALIFORNIA,OR IF A CORPORATION,HAS A PERMANENT PLACE OF BUSINESS IN CALIFORNIA OR THE SELLER,WHO IS AN INDIVIDUAL, EXECUTES A WRITTEN CERTIFICATE, UNDER PENALTY OF PERJURY,THAT THE CALIrORNIA REAL PROPERTY BEING CONVEYED IS THE SELLER'S PRINCIPAL RESIDENCE (AS DEFINED IN SECTION 1034 OF THE INTERNAL REVENUE CODE). THE SELLER IS SUBJECT TO PENALTY FOR KNOWINGLY FILING A FRAUDULENT CERTIFICATE FOR THE PURPOSE OF AVOIDING THE WITHHOLDING REQUIREMENT. THE CALIFORNIA STATUES REFERENCED ABOVE INCLUDE PROVISIONS WHICH AUTHORIZE THE FRANCHISE TAX BOARD TO GRANT REDUCED WITHHOLDING AND WAIVERS FROM WITHHOLDING ON A CASE-BY-CASE BASIS. IN THE EVENT THE BUYER REQUIRES WITHHOLDING OF THE 3 1/3 PERCENT OF SALES PRICE FROM THE SELLERS PROCEEDS,THE BUYER IS REQUIRED TO FILE A COPY OF FORM FTB597 WITH THE FRANCHISE TAX BOARD ALONG WITH THE WITHHOLDING AMOUNT DUE NO LATER THAN THE 20TH DAY OF THE MONTH FOLLOWING THE MONTH IN WHICH THE WITHHOLDING OCCURRED,UNLESS THE SELLER HAS REQUESTED A WAIVER. IF THE SELLER HAS REQUESTED A WAIVER,THE FRANCHISE TAX BOARD,WITHIN 45 DAYS,WILL EITHER AUTHORIZE A REDUCED AMOUNT,OR NO AMOUNT,OR DENY THE REQUEST,AT WHICH TIME THE AMOUNT WITHHELD ALONG WITH COPY A OF FORM FTB 597 MUST BE SENT TO THE FRANCHISE TAX BOARD, AT THE FOLLOWING ADDRESS: FRANCHISE TAX BOARD WITHHOLDING AT SOURCE UNIT, P.O. BOX 661, SACRAMENTO, CALIFORNIA 95812-0651 (916)845- 4900. Page 12 Order No.: 56007-51171031-SKT O F F I C E O F C 0 U N T Y A S S E S S O R S A N T A C L A R A C O U N T Y, C A L I F 0 R N I A - 562 21 Oy. l99.1! O Ye \ OETAIt 22 O T.a 5.,R`1\ H M R.0.S_ 479 1 OOJJ 1 (4271 AC) 4 I(/2 TI AC) 3 1(43.T AC) 2 1(42.11 AL) I ID (IST.94 AC) 90.~.,Ix,te u..x 1 I \S/ _ i 12': � cc a 1" = 800' �(41.94-C) 5 f I(4I.94A4 6 1(AL94 AC) ] 1(41-94Ad 9 1139.64 AC. TOTAL MIDPENINSLILA REGIONAL OPEN SPACE DISTRICT O 16 I I (157.94) (41.16AC) }2 ((41.16AO II ;`41.161d 10 1(41.16 AO 9 1 I 6 143.10 AC.TOTAL 1 I I I �(z 39 AC) 13 i(40.39AC) 14 i(40.39AC) 15 1(40.39AC) 16 \�•11 uML I � I ll �O ` V Compid w molar—Wh xc 327 0 the R.t 1.code. Fae.ses9.e41 V.Peln ad3 ER.U.Fee Ra Yw l999-2000 LAWRENCE E.STONE— ASSESSOR "THE INFORMATION ON fHI! PLAT 18 PROVIDED FOR YOUR CONVENIENCE AS A GUIDE TO THE GENERAL LOCATION OF THE SI1BJECT PROPERTY.THE ACCURACY OF THIS PLAT IS NOT GUARANTEED,NOR IS IT A PAR i OF ANY POLICY,REPORT OR GUARANTEE TO WHICH IT MAY BE ATTAr.HFO" soo+ •mac 562 22 � n BK 5T5 ase J 49.0 Ac.ToraLf son 9 0 dS n a \ `y0� sir!i°rrr.-/ 4. W �`o ` ` µ N/N 9 /7 � / �� Op- 10 M _ We;'40: ,Sr w.a. 05 6Z9 s 0 Z*111 � Sp 3 4C JE y d 41 o '"t 39 sIlk u q''s>s�T �rry� 30 •� 4 ty. T\%P. 9 S.,R I E. �O•r• voi. P�< w.... . uwR c 'Ziami°« ENCE E STONE.ASSESSOR .ortt'�' j•O'ri -. 23 8 - c 0 'ssav' 'VrO�► f Op 'THEINMRMAtIUN ON IHl5 FEAT IS PROVIDED I.OF; YOUR CONVENIENCE AS A MID(TO THE GENERAL LOCATION OF THE SUBJECT PROPERTY.THE ACCURACY OF THIS PLAT IS NOT GUARANTEED,NOR IS IT A PART OF ANY POLICY,REPORT OR GUARANTEE TO WHICH IT MAY CE ATTACHM" f OFFICE OF COUNTY ASS ES50A—SANTA CLA RA COO wry, CALIFORNIA _ looc r.ei 562 23 • 26 '� N 1 t a •._ \��/ 01 m Q h ] N O C J dLt Cs. NOTE FRACTIONAL SEC. O DER ROS.673//O - 119.233 AC. (. ti 4 ACREAGES SHOWN FROM U.S.G.S. �(O ) // J SURVEY IS I.TS PC. i •/Y 0 6 K yo bry�l\ 6 ^ ^off 0 5 (2763Ac) =S ,T 25 a t 0 / \1O pi � 4 � •\ ISOi 01 —�iw� , F 5 O d A RBiDNAL i F pr MIOPEHINSII 11 ;� 8340AC TOTAL Yid pPEN y SPACEQ V _ ti W (49.59 AC.I o DIST. � N I e I4=i 74 >% MIDPENINSULA REGDNALI �� OPEN SPACE DISTRICT 4• Y �� m `a k--727— "THr INFORMAL lUiN UN 1 HIS PLAT IS PRU!'IUL J t Uss YOUR CONVENIENCE AS A GUIDE TO THE GENERAL LOCATION OF THE SUBJECT PROPERTY.THE ACCURAC OF THIS PLAT IS NOT GUARANTEED,NOR IS IT A PART OF ANY POLICY,REPORT OR GUARANTEE TO WHICH IT MAY RF ATTAfHFn" OifiC/ OF A•ifilfaw - SANTA CLAN CMMTy, CALMMML, 21 S DOw PA6[ HACIENDA SEC. PARK Wy SEC. O �p�-UItaOM- IN S IS T.95.R.IE • "� 0 .,, )n, . I 1 1 � I■rlvlr,ni°le,nln,r,flf,),f,cl•,t,i,li" � s I I s^\� t /'' T 1 T TTt'rr TTT•'t,"T'T--r 1T T-rri T••rT TT-1-r-f r�.•r`'TT rr +-1 f Its wnA n.M I 1 s �sT w� 1 cowl' 3 calla CJ7. cou.'• I I f4wr. CtLM mv,try 1 ...ra, cua cowry w I ' W 11 1 I I I I I I I I I I 1 I I I 1 , I I I I I 1 1 r I l ) L�J1Js 1JJyusL.L�a11Allrrrn•■rnarw!• ,ffx') r1 01y7 t OVNTV �•'� rr77y •pw rr-tr- �+ +++ I - 1 t f 1+ 1 1 �r�■ynja}wirJn�le"r r r'•yi f s'.) 7 1 t.- 2��4 11^•� •+_' F Via.! a 1 F Y-��i I I•SwI ' •� {f•}t} sT_I A ` aY car caw w■-lo w,qp xwY wwtlrw awww■wxlw h.: I'_ � i�i�f• A Y�'t ~fl sJl I I 11 1 1 1 I 1 1 rwi 11 j.35At. .r• FF 1 Lu r—r—r- ' n • 1r a t m i i$, I K y _r-1--tr-f-r,•-r--.r-+rr r+ —1 f-•-.Yyy /•- •_�)Y.wt i{tr • f r r!. I SAM", Umu eftl.- ylI f.91t CCNM CMV" ( ,• o' ` —1 t ��\r 1�•=00 �I If w�• 1F Nam_ �F * f � Ir'rinlwl"Ixirlr�Irl,1.1-ltll:..711 `i-'I 1*0404r!n'r ln'a r In. Ir1.1-� ! f sf_ s • !,� �tla11F+ 9 f� {. 13� {{ . Ir�q - 1 /�_ • ■ _v n C war I*Iwlxl■I■InlNlwlwl•Ia�1lfrlwla,r�rlr;w Ylw.wr.pwl I hx�wlrl w,•, Ica a..rlc fig •y I • w 6A 71711 M •1 �•-1-L_, , I - yyr r..�.� •e�j r.�J y I~�� I I �C_,\`\`\\ t+ ��,C ,p I -, � I �: �� j r A R r hi w �T�--^..--,-+t-r_r+-��Ifo--•---�-r,--r-.--r�-•r+--�----1 ��" r'� i \� r,+ tin-i }f H-.- �� �� i' 1• *+,"i b w;ra _I.x. V-4 c:hz. y�i wrnrx nn� x1' a m^�r•].aa�al v + ' 1 ` w s w r •aawww caw w»rwxn:s.]r ,Nr z127 ` •,a �\ ZJ r, 16 1 A •'■�ti:7�]F } e ; �� �•w y �k i�" I I i f IIII 1 I I I I I 7 e ;ANTA ClAl1A COUNTr:`� 59.43 AC k ''---' Ic 1 it t i n i f i P *1} - i/.11i.liJ.J 1J1 i.1�: Imo:.yy� yl..y-i�_2 C�L i t, v-. CCU.- ul tu *•i. tear twrA F -A �r e r q • ��� T,-w f �y lwaw n"r' n'dn •If c�' �):;..�I I I I I I l�� ?� +1 ,•^_ '4 ��\ /O J1L+"iw{nn ..�nF){: w t_ k ^t._ ,Tllwlwlxlwlxlnitl»Ir nlnlw:.nlw•n_x•nM M;.x;'blalx.„n wln,r�9rr r.,x•w1s,11:,•;r,w�� _n �0_J E__��...7 F .°.�` � r'- a)_ 'ar T•rr,rT�Trr r+-r�-r 1^r_ r-r, r.�. T.�r�F r+� F �_L-oa' ) w » t- w t n aT. o a_ _u % Y _ - fwrL CCA■A tourry „�-h t_hr. :: _ , I » ; / iirF ;r.- n . „27,', +F p26~'� w?Sr wIi nl li cal I"I I 1 1 I 1 I I I I�I 11 , I I I I I I I I I I i � y-+i i- i- ■ rl w ■ {� n II��1••if f•,frl w,raa'urna • f ) f f. )71 i r x s ir4r-i, tp» "r "w �w Ylr�t�air'wt�wlww} w »zw�wlllr/'x;,l+)lx's�nis4w,r.i•.n.:>�■r�n}rw�.olC 1� ni' �C �I r -144 722 ;y �� y 21�= �� „s?0 it 1 `t•.,h, \� 's " n w�- J11 . . .�. _.c._��..i� j j s - I \ I �� tit .-Tr � >t x "r li � t•�.-T•.ram.rr•rr�+-.-r+,I r.r-r+ter+T.ter-+-r r-rr T -w �k *f`.7 �. n_a '�I \\Vl I Ir: 7C UN TA cIA■A covwrr II ;cart a4s. c.vr:rr `, - ,// I r I I I 1 C is r, °sue �f'r ? �lirwrinblr.wa • f tfc')', I I I I ! I 29 1F r L♦ _•, ` ��Ly)� l S.�S1'fl Y.:).• I n:�•, .'. +t t.t.l )•l '• i$_`y 1F _S 3f y 1 'I cJ G. �'��, � * {� t pi17)'a�xlE�nTN�RYy w N+/r1Yf�tTi�7��Ir+lfttN rTr')r�I:�i 1 1. •t: 7)).c�... I I I 1 I I I I ff I I 1 Vol 1 I II.1 -7N1�9 M%'� lre r r -A-10-7�. I� E II I O ` 'THE INFORMA I IUN UN THIS PLAT IS PROVIDED FOR YOUR CONVENIENCE AS A GUIDE TO THE GENERAL LOCATION OF THE SUBJECT PROPERTY.THE ACCURACY OF THIS PLAT IS NOT GUARANTEED,NOR IS IT A PART OF ANY POLICY,REPORT OR GUARANTEE TO WHICH IT MAY BE ATTACHFO" OP/ICE Or COUNTY ASSISSOR•••SANTA CIARA COUNTY C'AUFORNIA F25i I HACIENDA PARK f y It r Of MAPS 1'r.61 S + IN S W'/* SEC.15 T.9 5., Ri E_ frfrS 1 T= 24 SCALL I'-Zoo' 1"r 7Mil 1 f� n'\ -•f a.l_ mil b � •Y_rt 2 -b j +-�.-- i, \ F 3f ,3 i t s�1 ti 4 PTi _ x, k�r. �• 7 �.T.T y,FV ... ...it .- :rl.- P4 ... �_�i IiTi ♦F b•t,: -. 6U .. Ti.�-rio ram.. 1 1�1 a 1 1 1a;i�r,R,;'r.M;V 1R In Ir d:l li ji'f;•I/'t 1111te,r'NIRO,N'M'r;RIe IN 1•t l..•SI•IJ It�1" H 1' i17- ' l •� 8 O�` 1♦i! s s�•�. � Tit TT'[ F-r-•-r-r�-'.-•�_37-I •-J-t-tom•- 1. +36 .-.'�_..-a�' ii, • • 9 _i1 i =5 i i{i" •• ' roe!a!If'u•iTrba�b , r�-T t•-r,i-;+-,T r T _i a i 1' -ir'i ;x:A' J•A J{ , t;AtWi A•ab;l1�A!A hl:Si;i<•]i 'JI�p ` A�f y r _ n )1 ! 11 $ 11� b li li i o k COUNTY I I OF Y- Je +r ,1 - Je r r J a J l l l l. i J 1 J a 1/ 1__ 1 1 1•,l • 1 1, •1- _35_ - 34- •4 33' s±,ii e•(i filij $�ii Q L12 A 5 a C t " y:l w 1 T • T T • •l 1• T' . . ' li- 4. {�. yli 11 ` oar_ -atll .� T!..! • n ` }t_ �� . . , II ' "�' rilu O .. ..Ja ,� ir_11a 'Y ir''if Q TATE. a e ei J fil"li r Is is i3 s"7i IS �� y TR Q -��I • a ! 1•Y- .•pS�n,:1,IT,Y li la�:i,,j ll,,,i,.if,`16,i j•11 71:I IA;A�r IR;r,V,1•q'i':I I,{,f./ l'i li l•I/,l;l• •. J OF 16 It— N n J i � I , A T ii 1{tic ._ ._ E r r () I :ALIF, 17 4 ii�fi -a'b liln - li 15 it43`- �1-�. i-'•44--: .J...-�1_}�f.-.._..�,.,!45J ..-r+7-t.... _ _.� ,r I I 1 i.-rri w 1j 11/ • �'p U • ti Tp 9 R ` tt -{t17r'pi AIA!iRf;x;n'L•11!;14RIN IUIx»IMI 1il'A�u:a;ip p,•n'n J1�lilnwlM•p N11n IN;N,•t .. -i_ .. t Iltf � Ni'R rill Ipt1 .1 7T`13 �` R1M 7t If •'� 6 -i'� e•.; _ :-STATE OF_CALIF: _ _ iii il�m R1n ' -n io in __ �- , 1- -R•�- -- - 1- -J1. '1.'T 1"ii i'I'1 al 1.J tl l 1111 1 1 t J J11 Yl I'e _ _ - _ _ _J� C - _ . -.fir - �_- -.. -M'� - ,r- yr- - Z3 +r �•b - • ♦ • - • • ,l fa- - -�i }p , - 1 `e •`i i�r a l _ >.�>I !.i- .. !!�! ,f T3.59AC. 1 t L° i i '` .i•i a i �j is 'O x,! b J .iw, r y�i ,r i'rTf a"� NaJ .• U,11;II,4,:/'.'n i.7,•�IM, 1,r.(.S.•11;t,.IIII;V,N;R;,I�S;Y,'1.RI:'.�•;'i,'.{�f a l'T'1 •. p .. i_ .. P• .r d / •f rt.: .. _ --- .-�.'T.� i !_ •_ • •_ v • u 1 .f.. ..._:;-•47-: :� ..-r•.IL+.f+-a...._...�,. I` ►-�� u 3 y s s i'. .. i�` .,. S1L`.-�--J �.'� 'il ix'R'r:AlxiM.R'iR:M91�x�ir'x'x%il h11,Ajtl .�t' 'a'slb•n:n dJ:j4X,x�;"� ,- :�- •. - S u T; T,i ,•;, S14NTA II CLARA s°_ 1i:T :: 'Alf S2!''f f R•! s f x'! a s P_;l _ J 1 . 1 . J . 1 1: J l J J t t 1 • .„J., 1 , , , 1 , : 1 1 1, iJ,i s 11� ' — •i'i :i'i ' 1'- ,_ V 1 ,` R 1 1 •, ! t i ,� A i ,f •- ++ T, i T�T••l1 �T • . . ., . •Vr'f " MTf it�f .r I t /i N it c Q� ' L, 'li n z.. h ii -ii.ii 1— • }t� .. A:11 . -t4.4. �13' ;t. of; .� •ii�il• a u r is 1 S O, n.:i q.7 Z.. R alg- .�. -E}a-I ,Ix'n;r;P;N,11N lr;V In IN1;IIi:a;:,•J I to llx'N�ib�r;S'M;r'P'11,N;i t.",•,S la ,1„ 7 '1 }y' 8 If " 71 I7 "- �I U11 S�� JLt4 Q ._ !.R dlr _ rt4 1 i 54-' :t._,_.i_.��. -�..�-. SS.. -..�_�., i56i1 si57:3 ,;SB;t �. ii59ti • n n,N (n .. t+,M .. nil• ,1. ail:• n;a!aln•uYm;i;a;b41 A' tu'R�1.R io altr;a'MAM141r'Ilt;}�n; -`'�� - i'. ` is ' Jt�.'!', , ul 1 I Rv;J•�J:;x'ir'n:ai.s n�" Z ... Rl1'_ •. R'N iJ ... �, .. : n li .. ii ..� I I =1♦ 'i rl( .. - .._ r K hwR rIn i•�a -'tlt. :: , a.11a1 , 11l1: :, tJ{.1i1-1, 1. /. . :_ :11` 1- C .- .•� •� Z a AT.1 1. IITp •c pJ\ ... Sip ... LI:1 � , r T-T- ,_ - .L P n U.. i•�d N :f b .if ;. a'i ii�i ��s _s . . , . . . .111rT • . :, _ n n " _ JI,s i�n L, '1` il•i0 J} ii•a - - ~ i1 a ' ii' yI 31 &•n A_A .. 11.n A Ih-N JL��3t_ 1__,F1 L.1✓JL•j-lc'JLJ`I{ - .11`' r' ,r �t^'N;LL'nlnjAj1I121! Ilr;{ 31•;rll 111�n;N I),r;6lMl;llr;II:N111t j:16 S;a'1 JII•r r'T� '^ n'� •• n p •' �' Lm ar.T601-•I-i i 4'r n�Ti :: a iii i a n 1/.n n.tr I In:tt:Ahi h:'a1n,s�alrl®R_Iil M.1;x!7,!x1.11 �' _R"4; ii.1: r -.ty 171 s 3•N .k' S1 G JII!1t1 , 1 • ,l ll „ , J1 . J_ - 1_l4.Jl L 27 to r • r •. , ,. . . T• , N i ... iM,ia{IOi•J1WVIla'fYW nNrWrtYl W'taN07li Ix,Mla Nt�ll162 ix1r'iIA jN In qe it,wllN1tr lnwiSjNln rl'n1r11 i1�/If'!'•i]I1j1 1 I 1 l_J 21 � .ri,..r f, •.fir .•. .:{::. �'�..f_ ., ..�.J.? ,'_.�C(i/i YO'.t^ c'+I[AS A GUIDE TO THE GENERAL !OCATION OF THE SUBJECT PROPERTY.THE ACCURACY OF THIS PLAT IS NOT GUARANTEED,NOR IS IT A PART OF ANY POLICY,REPORT OR GUARANTEE TO WHICH IT MAY BE ATTACHED" NATCO NOTES: DON'T DELAY YOUR CLOSE OF ESCROW! IF ANY OF THE FOLLOWING ITEMS AFFECT YOUR TRANSACTION, PLEASE NOTIFY YOUR ESCROW OFFICER AS SOON AS POSSIBLE. 1. Ongoing Construction The Title Company will require, as a minimum, the following prior to insuring: A. Valid Notice of Completion verified by inspection and expiration of 60 days from recordation of said notice or; B. Approved Indemnities from Borrower/Seller, approved financial statement not over one year old and a waiver of lien rights from the general contractor. 1. The Title Company may also require proof of payment of subcontractors, indemnity and financial statement from the general contractor, a copy of the contract and the with-holding of a sum of money, to cover the contract until tha mechanics lien period has expired, with which to pay filed mechanics liens, or other assurances to be determined on a case by case basis. II. Bankruptcy The Title Company will require, as a minimum,the following prior to insuring: A. The bankruptcy case be closed or, B. An order from the bankruptcy court verifying the transaction, with a demand placed into escrow by the trustee. 1. Escrow may not close until 15 days have elapsed from the order and the file has been checked to verify that there are no objections to said order. Ill. Abstracts of Judgment, Liens,Tax Liens The Title Company will require, as a minimum,the following prior to insuring: A. Proof that the buyer/seller is not the same party as on the recorded liens. 1. This is accomplished by the buyer/seller/borrower completely filling out and signing a statement of information. B. The items are to paid off in escrow. C. The items are to be subordinated to the new transaction. IV. Community Property California is a community property state. A. A quitclaim from one spouse to another must specifically quitclaim any community property interest. B. An interlocutory decree of divorce specifically granting the property to one spouse is sufficient if a final decree is issued and recorded in the county. LAMSIT. A Pagq 1°l DID YOU KNOW? Any of the following situations could cause a substantial delay in close of escrow. The earlier we are made aware of potential problems, the earlier the issues can be dealt with to ensure a smooth and timely close of your transaction. Are your principals trying to accomplish a tax deferred exchange? If so, have they chosen an intermediary and who is it? Will any of the principals be using a Power of Attorney? Are any of the vested owners deceased or in any way incapacitated? Do all of the principals who will be signing have a current photo I.D. or Driver's License? Have any of the principals recently filed for bankruptcy? Are the sellers of this transaction residents of California? Has there been a change in marital status of any of the vested owners or will we be adding anyone to title, i.e. co-signers, additional insured, etc.? Is the property currently vested in a trust or will the new buyer/borrower vest in a trust? Are any of the trustees of the trust deceased or incapacitated? Will this transaction involve a short sale? Will there be a new entity formed, i.e. partnership, corporation? Will all of the principals be available to sign or will we be Federal Expressing documents to another state/country? If so, where? If you have any other information which may be useful to us, please contact your escrow officer as soon as possible. Our goal is to make your transaction as easy and trouble-free as possible. We appreciate your business and hope that you find North American Title Company your company of choice for all of your title and escrow needs. 0 LXHISIT A , EXHIBIT A(Rev. 10/17/98) CALIFORNIA D TITLE ASSOCIATION STANDARD COVERAGE .ICY- 1990 Page EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs, attorneys'fees or expenses which arise by reason of: 1 (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (0) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or(iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect,lien,or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy. (b) Any governmental police power not excluded by(a)above, except to the extent that a notice of the exercise thereof or notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on he rights of a purcnaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) whether or not rec('ded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy;or (a) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceabilfty of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the Insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim,which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights law. EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART I This policy does not insure against loss or damage(and the Company will not pay costs,attomeys'fees or expenses)which arise by reason of: 1 Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interest or claims which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons In possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are A shown by the public records. 5. (a) Unpatented mining claims; (b)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights,claims or title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE(612/98) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE(10/17/98) EXCLUSIONS In addition to the Exceptions in Schedule B,You are not insured against loss,costs,aftomeys'fees,and expenses resulting from: I Governmental police power, and the existence or violation of any law or government regulation. This includes ordinances, laws and regulations concerning: (a) building (b) zoning (c) Land use (d) improvements on Land (a) Land division M environmental protection Thie Exclusion does not apply to violations or tt 40rCeMGnt of these matters if notice of the violation iforcement appears in the Public Records at the Policy Date. This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17 or 24. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date. 3. The right to take the Land by condemning it,unless: (a) a notice of exercising the right appears in the Public Records at the Policy Date;or (b) the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing of the taking. 4. Risks: (a) that are created,allowed,or agreed to by You,whether or not they appear in the Public Records; (b) that are Known to You at the Policy Date,but not to Us,unless they appear in the Public Records at the Policy Date; (c) that result in no loss to You;or (d) that first occur after the Policy Date-this does not limit the coverage described in Covered Risk 7,8.d,22,23,24 or 25. 4. Failure to pay value for Your Title. 5. Lack of a right: (a) to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A;and (b) in streets,alleys,or waterways that touch the Land. 7. Water rights,or claims to water,or tide on,in,or under the land,whether or not the matters are disclosed by public records. This Exclusion does not limit the coverage described in Covered Risk 11 or 18. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY(611/87) EXCLUSIONS In addition to the Exceptions in Schedule B,you are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Governmental police power,and the existence or violation of any law or government regulation.This includes building and zoning ordinances and also laws and regulations concerning: • Land use • improvements on the land • land division • environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it,unless: • a notice of exercising the right appears in the public records on the Policy Date • the taking happened prior the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title risks: • a notice of exercising the right appears in the public records on the Policy Date • that are created,allowed,or agreed to by you • that are known to you,but not to us,on tt- '3olicy Date-unless they appeared in the public records. • that result in no loss to you • that first affect your title after the Policy Date-this does not limit the labor and material lien coverage in Item 8 of Covered Tit!^Risks. 4. Failure to pay value for your title. 5. Lack of a right: • to any land outside the area specifically described and referred to in Item 3 of Schedule A,or • in streets,alleys,or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY(10/17/92)WITH ALTA ENDORSEMENT FORM 1 COVERAGE AND AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY(10/17/92)WITH ALTA ENDORSEMENT FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: page 1. (a) Any law, ordinance or gok �ntal regulation (including but not limited to build I zoning laws, ordinances, or regulations) restricting, regulating, prof , or relating to (i) the occupancy, use, or enjoym, the land; (if) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or(iv) environmental protection, or the effect of any violation of these laws,ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by(a)above, except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to the Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims,or other matters: (a) 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 aitu 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(except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or the extant insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy);or (a) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable"doing business"laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage,or claim thereof,which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services,labor or materials(or the claim of priority of any statutory lien for services,labor or materials over the lien of the insured mortgage)arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that is based on: 0) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer,or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination;or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: . (a) to timely record the instrument of transfer;or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attomeys'fees or expenses)which arise by reasoi,of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 2. Any facts,rights,interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons In possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights,claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. kAHISIT Page aLof-19L AMEBIC/t' 1ND TITLE ASSOCIATION OWNER'S POLICY(1C 2)AND AMERICAN l rlTLE ASSOCIATION LEASEHOLD OWNER'S P (10/17/92) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the company will not pay loss or damage, costs, attorneys'fees or expenses which arise by reason of: i. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations), restricting, regulating, prohibiting or relating to (i) the occupancy, use or enjoyment of the land, (ii) the character, dimensions or location of any improvement now or hereafter erected on the land, (W)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part, or(iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurrsd prior the Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adver- -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 not known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date of the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or creating subsequent to date of policy,or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim,which arises out of the transaction vesting in the insured the estate or interest insured by this policy,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights law that is based on: 0) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer,or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument or transfer,or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. in addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage Policy will also include the following General Instructions: EXCLUSIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attomeys'fees or expenses)which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result ir, 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 which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records. LXHISIT A Page tit • L e CARETAKER/LEASE AGREEMENT THIS CARETAKER/LEASE AGREEMENT("LEASE")is made and entered into this day of , 2001,by and between MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district(hereinafter called "District"), and Sarah Tate and Adrienne McKannay (hereinafter collectively called "Lessee"). RECITALS A. District is the owner of that certain real property consisting of land and improvements thereon including a two bedroom and two bathroom om single family residence of approximately 1,676 676 sq.ft., and two utility buildings located off Alamitos Road consisting of approximately 5-acres and commonly referred to as Santa Clara County Assessor's Parcel Numbers 562-21-012 and a portion of 562-22-02,as more particularly described on Exhibit"I"attached hereto and incorporated herein by this reference (the "Premises"). B. District desires to lease the Premises to Lessee, and Lessee wishes to hire the Premises from District, upon the terms and conditions set forth herein. C. It is understood by both parties that it is the intention to secure and protect improvements and to preserve the open space character of the real property on which the Premises are located and use of the residence should not conflict with that intent. NOW,THEREFORE,in consideration of the mutual covenants and conditions hereinafter set forth, the parties agree as follows: l. Lease of Premises. District hereby leases the Premises to Lessee,and Lessee hereby hires the Premises from District upon the covenants and conditions set forth herein. 2. Term. The term of this Lease will commence on the date of the Close of Escrow on the purchase of the Subject Property(commonly referred to as Santa Clara County Assessor's Parcel 1 Numbers 562-21-012, 562-22-002 and 562-23-002) by District as described in the Purchase Agreement-Bargain Sale executed between District and the Richard H. McKannay Trust and approved by District on October 24,2001 ("Purchase Agreement"),and terminate no later than the tenth calendar year anniversary of the date of said Close of Escrow ("Expiration Date"). During the term of this Lease,Lessee shall not sublet the Premises or any portion thereof except as set forth herein, nor abandon, vacate or leave the Premises vacant without prior notice of termination to District. At any time during the term of this Lease, Lessee may terminate this lease by giving the District sixty(60)days prior written notice of Lessee's intent to terminate this Lease and surrender the premises to District. This Lease may also be terminated by District pursuant to the provisions of this Lease hereinafter set forth. t. Lessee and District agree that pursuant to Civil Code Section 1942.1 and as 3 Rent. , g ,p more particularly set forth in Paragraph 11 of this Lease, Lessee shall provide valuable services to the District and maintain and repair the Premises as part of the consideration for the lease of the Premises. Therefore, Lessee shall pay annually to District below market rent for the Premises the sum of Six Hundred Dollars ($600.00). Said rent shall be payable in advance on each anniversary date of the Close of Escrow during the term of this Lease to District at 330 Distel Circle,Los Altos, CA 94022,or at such other address as District may from time to time designate in writing to Lessee. Lessee shall not assign or sublease this Lease at a rental rate which exceeds the rate as set forth in this Paragraph. Subject to Paragraph 5 below,rent shall be payable only by personal check,cashier's check, money order, or in cash. 4. Late Payments. Lessee and District acknowledge and agree that in the event that Lessee fails to pay rent on or before the fifth(5th)day after the date due,District will incur damages due among other things to increased accounting costs and collection costs, the amount of which would be impracticable and extremely difficult to fix. Lessee therefore agrees to pay five percent (5%) of each such late payment as liquidated damages, which amount represents a reasonable approximation of the damages which are likely to result from such late payment. Such liquidated damages shall be deemed additional rent and shall be due together with rent for the delinquent period. Acceptance of such late payments by district shall be in addition to any other remedy 2 i available to District under law or equity and shall not preclude District from pursuing any such remedy. 5. Dishonored Checks. In the event a check given by Lessee to District for payment of rent shall be dishonored due to insufficient funds, District agrees to make one attempt to redeposit the first (and only the first) of such dishonored checks. In the event such check shall again be dishonored,or in the event any additional rent checks shall be dishonored,Lessee shall,after written notice from District so requesting, make all future rent payments to District by cashier's check, money order, or cash only, and if any such future payment is made in cash, shall deliver the same in person to District's business office at the address set forth in Paragraph 3,except as the same may be changed by District from time to time. 6. Security Deposit. Lessee has deposited with escrow holder the sum of One Thousand and No/100 Dollars ($1,000.00) as impound funds which shall also serve as the Security Deposit (the"Deposit")as security for the full performance and observance by Lessee of each and all of the provisions of this Lease to be performed and observed by Lessee. District shall be entitled to use the Deposit or any portion thereof to remedy any default by Lessee, to clean the Premises upon termination of this Lease and to repair any damage to the Premises resulting from Lessee's occupancy of the Premises. District shall return to Lessee within three weeks after the latter of termination of this Lease or Lessee's vacation of the Premises,the entire amount of the Deposit,with interest thereon,less only such sums as District is entitled to apply against unpaid rent,cleaning the Premises and Property. 7. Possessory Interest Tax. Lessee acknowledges that Lessee's interest in the Premises under this Lease may now or hereafter be subject to a possessory interest tax imposed by the County in which the Premises are situated or by other lawful governmental authority. Lessee shall pay any such possessory tax prior to delinquency thereof, and shall not be entitled to offset the amount of such tax against rent payable under this Lease. 3 I 8. Use. Lessee understands that it is District's intention to preserve the open space character of the land upon which the Premises are located, and Lessee agrees to use the Premises in a manner which is consistent with such intent. Subject to the foregoing,the Premises may be used as a personal residence by Lessee, or by assignees of Lessee, as provided in Paragraph 18 hereof. Occupancy by guests staying more than fourteen (14) days without the prior written consent of District shall be considered a breach of the provisions regarding assignment and subletting set forth in Paragraph 18 below. Lessee shall be entitled to keep as pets and not for commercial purposes the following animals: two dogs and two cats. Lessee shall not do or permit anything to be done in or about the Premises nor bring nor keep anything therein which will in any way cause a cancellation of any insurance policy covering the Premises or any part hereof,or any of its contents. Lessee shall not commit or allow to be committed any nuisance or waste in or upon the Premises, and shall not permit trash or garbage of any kind to accumulate on or about the Premises. Lessee shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance, code, rule, or regulation of lawful governmental authority, including but not limited to District's "Regulations for Use of Midpeninsula Regional Open Space District Lands ("District Regulations"), and any amendments thereto, which may now be in force or which may hereafter be promulgated provided that such amendments shall not restrict the rights of Lessee to use and occupy the premises as expressly granted under this Lease; and Lessee shall at all times during the term of this Lease comply with each of the same. Said Regulations are attached hereto as Exhibit"II" and incorporated by this reference. 9. Caretaker Resident. Throughout the term of this Lease, Lessee may engage a full- time time caretaker resident "Caretaker Resident" time or a , ) on terms agreeable to Lessee and( g p Caretaker Resident,who shall occupy the trailer residence currently located on the Premises on the hillside north of and above the main residence, or the main residence, at the option of the Lessee. The trailer residence or a replacement trailer residence may be relocated within the leased Premises. Subject to Paragraph 11 (g), the Caretaker Resident under direction and authority of Lessee shall be responsible for the maintenance, repair and care of the Premises and associated improvements including the spring fed water system and generators. Prior to entering into this Lease,the Lessee I 4 shall require the Caretaker Resident or any replacement Caretaker Resident to execute a Waiver of Relocation Benefits and Tenant Estoppel in the form set forth in Exhibit III attached hereto and incorporated by this reference. If Lessee engages a Caretaker Resident, Lessee will enter into a sublease, of the Premises with the designated Caretaker Resident, which sublease shall be subject to the prior written approval of District. The sublease shall contain District Regulations and the provisions of this Paragraph. The District may terminate this Lease for breach of this Lease by the Caretaker Resident pursuant to Paragraph 21 herein. If the Caretaker Resident breaches this Lease, District shall notify Lessee in writing of any such breach prior to pursuing any available remedies to cure such breach or to terminate this Lease. Lessee may replace the Caretaker Resident in accordance with Paragraph 18 Assignment and Sublettiniz. 10. Utilities. Lessee shall pay directly to the charging authority on or before the date when due all charges for any and all services and utilities supplied to the Premises. Lessee is responsible for maintaining and repairing the existing spring fed water system. Lessee is responsible for telephone and any other services. 11. Lessee Responsibilities. In consideration for the below market rent paid by Lessee and performance of all of the covenants and conditions contained in this Lease, Lessee agrees to perform the responsibilities as set forth in this Paragraph 11 and Paragraph 12 below: (a)Lessee and all other occupants shall be helpful and courteous in all contacts with District's permitted visitors, agents, officials, and employees. (b) Lessee shall promptly notify District's Foothills Field Office by telephone at (650)691-2165 or the Sheriff's Department of Santa Clara County,whichever may be appropriate at that time, and report any fires, trespassing, hunting, illegal activities, or violation of District Regulations on the Premises or adjoining public open space lands. (c)Lessee is solely responsible for the maintenance and repair of the structures and 5 improvements located on the Premises including the spring fed water system and diesel and/or propane generator electrical system. (d)Lessee will keep the gates along Alamitos Road secure and locked at all times and report any damages thereto to District. (e) Lessee shall perform all maintenance and repair of the driveway to the Premises to a year round passable standard by four-wheel-drive vehicles. Maintenance and repair shall include but not be limited to the clearing and removal of slides and debris, the clearing of fallen trees,and the cleaning and clearing of culverts and ditches along the driveway. The driveway shall be defined as starting at and including the fifth bridge that crosses Herbert Creek and travels in a southerly direction along the eastern bank of Alamitos Creek to the Premises as shown on Exhibit 16151 (f) Lessee shall perform routine maintenance and repair of the access road,Alamitos Road. Routine maintenance and repair shall include the cleaning and clearing of culverts,ditches, and the clearing of fallen trees. Lessee shall promptly notify District's Foothills Field Office of any significant repairs required to the roadway including bridges, culverts, and the road surface, or as a result of land slides or fallen trees in excess of twelve (12") inches in diameter. Alamitos Road shall be defined as starting north of the driveway as defined in 11(e)above to the locked gate at the end of the publicly maintained portion of Alamitos Road. Y g Lessee may delegate the fulfillment of responsibilities to the Caretaker (g) P Resident in its sublease with the Caretaker Resident, but such delegation shall not relieve Lessee from the obligation to fulfill these responsibilities. 12. Maintenance and Repair. (a) Lessee accepts the Premises in "as is" condition, and by this Lease, Lessee 6 specifically waives any and all rights of the District arising under, from, or out of Section 1941 of the Civil Code of the State of California. Lessee shall,at Lessee's expense,maintain and repair the Premises, in good, safe, and sanitary condition, order, and repair, normal wear and tear excepted. (b) In view of the provisions of this Lease and particularly the provisions of Paragraph 3, Lessee hereby waives all rights to make repairs at District's expense under the provisions of Section 1942 of the Civil Code of the State of California. (c) Subject to the provisions below, Lessee shall also, at Lessee's expense, maintain the Premises and every part thereof,in good,safe,and sanitary condition,order,and repair commensurate with the condition of the Premises as of the date of execution of this Lease. Subject to Paragraph 14 herein, Lessee shall not be required to, but may at its discretion and at its own expense,improve the appearance and utility of the Premises. Notwithstanding Paragraph 14 herein, Lessee may perform the following alterations of the Premises without prior consent of the District: installation of non-invasive landscaping, the replacement and repair of existing retaining walls, a non-permanent sleeping deck located adjacent to the single family residence or at the pic-nic area, a spa limited to 8 cubic feet water capacity and one additional water tank not to exceed 5,000 gallons water capacity for purposes of fire protection and irrigation. Lessee agrees to consult with District on placement of said additional water storage tank. Lessee shall at all times during the term of this Lease maintain as a fire break an area at least thirty(30)feet in width,surrounding the perimeter of the structures comprising the Premises which shall be free of all low-lying brush, dry wet,*ds, and similar flammable materials. Lessee shall maintain said thirty (30) foot fire break in compliance with such reasonable standards and instructions as District shall notify Lessee of in writing from time to time. District shall have no duty whatsoever to maintain or repair all or any portion of the Premises,or the personal property,or any personal belongings or leasehold improvements of Lessee. 13. Insurance. Lessee,at Lessee's sole expense,shall obtain and keep in force during the term of this Lease a general liability insurance policy with an insurance company satisfactory to District,protecting District and Lessee against any and all liability arising from Lessee's use of the 7 Premises,or from any occurrence, in,on,about,or related to the Premises,with a single combined property damage and personal injury limit of$500,000. All such general liability insurance shall insure performance by Lessee of the indemnification obligations of Lessee set forth in Paragraph 17 hereof, and the policy shall contain a cross-liability endorsement. Lessee agrees to furnish a certificate of such insurance to District naming District as an additional insured on or prior to the date of commencement of the Lease term, and again upon any renewal or modification of such insurance. No such policy of insurance shall be cancelable or subject to reduction of coverage or other modification except after thirty (30) days prior written notice to District. The limits of said insurance shall in no event be deemed to limit the liability of Lessee hereunder. 14. Alterations. Except as otherwise expressly set out in this Lease, Lessee shall not make or suffer to be made any alterations, additions or improvements to or of the Premises or any part thereof, without the prior written consent of District. All such alterations, additions, and improvements shall become and remain the property of District immediately upon installation or construction thereof on the Premises unless Lessee and District shall otherwise agree in writing. Lessee may, however, at his own expense paint and otherwise enhance the condition of the Premises. from an liens arising out of an work Liens. Lessee shall keep the Premises free o 15. P Y g Y performed, materials furnished or obligations incurred by Lessee. 16. Waiver of Claims. District shall not be liable to Lessee, and Lessee hereby waives any claims against District for any damage to property or injury or death to any person in, on, or about the Premises by or from any cause whatsoever. 17. Indemnification. (a) Lessee hereby holds District harmless from and shall defend District from and against any and all claims of liability for damage to property or injury or death to any person when 8 such damage, injury or death shall be caused in part or in whole by the use of the Premises by Lessee or Lessee's invitees, guests, licensees, or contractors, or from the failure of Lessee to keep the Premises in good condition and repair, or from the breach by Lessee of any other provision of this Lease. (b) Hazardous Materials Indemnity. Lessee agrees, from and after the commencement date of this Lease,to defend, indemnify,protect,and hold harmless District and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns ("Indemnitees") from, regarding and against any and all liabilities, obligations, orders, decrees, liens demands actions Environmental Response Actions as defined herein), claims, judgments, ) J g } P ( losses, damages, fines, penalties, expenses, Environmental Response Costs (as defined herein) or costs of any kind or nature whatsoever,together with fees(including,without limitation,reasonable attorneys' fees and experts' and consultants' fees), resulting from or in connection with the actual or claimed generation,storage,handling,transportation,use,presence,placement,migration,and/or release of Hazardous Materials (as defined herein), at, on, in, beneath or from the Premises (sometimes herein collectively referred to as("Contamination"),which may occur on the Premises as a result of acts or omissions on the part of the Lessee,or any of its assignees,employees,Resident Caretakers, contractors, agents or representatives following execution of this Lease. The Lessee's defense, indemnification, protection, and hold harmless obligations herein shall include, without l limitation, the duty to respond to any governmental inquiry, investigation, claim or demand regarding the Contamination, at the Lessee's sole cost. The Lessee hereby waives and relinquishes an right or benefit which it has or (c) Y q Y g may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or nonstatutory law of any other applicable jurisdiction to the full extent that it may lawfully waive all such rights and benefits pertaining to the subject matter of this Paragraph. (d) Definitions. 9 (i) As used in this Lease,the term"Environmental Response Actions"means any all activities,data compilations,preparation of studies or reports,interaction with environmental regulatory agencies, obligations and undertakings associated with environmental investigations, removal activities, remediation activities or responses to inquiries and notice letters, as may be sought, initiated or required in connection with any local, state, or federal governmental or private party claims, including any claims by Lessee. (ii) As used in this Lease,the term"Environmental Response Costs"means any and all costs associated with Environmental Response Actions including,without limitation,any and all fines, penalties and damages. (iii) As used in this Lease, the term "Hazardous Materials" includes but is not limited to any substance, material or waste which is (a) defined as a "hazardous waste," "hazardous material,""hazardous substance,""extremely hazardous waste,"or"restricted hazardous waste" under any provision of California law; (b) petroleum; (c) asbestos; (d) polychlorinated biphenyls; (e)radioactive materials; (f) designated as a"hazardous substance"pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317); (g) defined as a "hazardous substance"pursuant to the Resource Conservation and Recovery Act,42 U.S.C.Section 6901 et seq. (42 U.S.C. Section 6903)or its implementing regulations; (h) defined as a"hazardous substance"pursuant to Section 101 of the Comprehensive Environmental Response,Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C.) Section 9601); (i) determined by California,federal,or local governmental authority to be capable of posing a risk of injury to health, safety, or property; 0) defined as a pollutant or discharge subject to the requirement of the Porter- Cologne Water Quality Control Act(Water Code§§13020-14076). (e) The indemnity set out in this Paragraph shall not obligate Lessee to indemnify District for any costs incurred by District related to or arising out of the presence, removal, remediation or site restoration necessitated by the presence on the premises of the pre-existing 10 underground fuel storage tank located adjacent to and north of the shop building currently located on the premises, and further described in Paragraph 11 of the Purchase Agreement. 18. Assignment and Sublettinu. Lessee shall not assign this Lease or sublet the Premises or any interest therein without the prior written consent of District,which consent may be withheld for any reason, except Lessee may assign its interest in this Lease in whole or in part to the following individuals only: Richard H. McKannay,Jr., Gabrielle Miller, Maura Siemers,Christine De Voto, ©wen McKannay or Lori Matthews. Any assignee must expressly assume in writing all of Lessee's obligations under this Lease. 19. Damage or Destruction. In the event the Premises or the improvements thereon shall be damaged or destroyed in part or whole, then District shall be entitled to elect,by written notice to Lessee, as soon as reasonably possible after Lessee notifies District of said damage, either (i) to request that Lessee repair the same and restore the Premises to substantially the same condition as existed immediately prior to such damage, or(ii) to terminate this Lease,after which neither party shall have any further liability or obligation to the other hereunder, except for liabilities or obligations which accrued prior to such election to terminate, and except that District Shall upon such termination pay to Lessee compensation for the loss of fair market value of any remaining Term of this Lease. In no circumstances shall this compensation exceed$50,000. In the event such damage or destruction is caused in whole or in part by any act or omission of Lessee or of any of its subtenants, contractors, consultants, agents, representatives or invitees, no compensation for termination shall be owed by District to Lessee. In the event District shall elect to repair or restore the Premises pursuant to this Paragraph 19. Lessee shall not be entitled to any damages or other compensation from District from any loss of quiet enjoyment or for any other reason arising from District's repair or restoration activities. District shall in no event be required to repair or replace any personal property installed or maintained by Lessee in or about the Premises,and Lessee hereby releases District from any responsibility for Lessee's personal property, furnishings or household goods. 11 20. Entrx by District. District shall, at any and all reasonable times and on reasonable notice, have the right to enter the Premises to inspect the same, to post notices of non-responsibility, to repair,restore or remediate any portion of the Premises,and to exhibit the Premises to prospective Lessees. Lessee hereby waives any claim for damages for any loss of occupancy or quiet enjoyment of the Premises occasioned thereby. District field staff shall have free access to the Premises at all reasonable hours for patrol and maintenance of surrounding open space lands. This right of access shall include, without limitation, free access to remove, clean up and dispose of any underground storage tanks that may exist on the Premises. Aside from this requirement, the District recognizes the Lessee's reasonable right to privacy and will not intrude upon that right without making a reasonable effort to give advance notice to the Lessee. 21. Default by Lessee (a) The occurrence of any of the following shall constitute a material default and breach of this Lease by Lessee: (i) The abandonment of the Premises by Lessee; or (ii) A failure by Lessee to observe and perform any provision of this Lease to be observed or performed by Lessee,as may be determined by arbitration in accordance with Paragraph 25 hereof. (iii) The failure by Lessee to perform any obligation under this Agreement if the failure has continued for a period of thirty(30)days after District demands in writing that the Lessee cure the failure. Lessee shall indemnify and defend District against any liability, claim, damage, loss, or penalty that may be threatened or may in fact arise from that failure during the period the failure is uncured. (b) In the event of any such default by Lessee, then in addition to any other remedies available hereunder to District or at law or in equity, this Lease and all rights of Lessee hereunder shall be terminated upon delivery by District of notice of such termination to Lessee. Upon such termination,District may recover from Lessee all amounts necessary to compensate District for all 12 the detriment directly attributable to gross act(s) or omission(s) on the part of Lessee as may be determined by arbitration in accordance with Paragraph 25 hereof as a result of Lessees failure to preform Lessee's obligations under this Lease. (c) In addition to the remedies provided above,in the event Lessee shall fail to perform any obligation to be performed by Lessee under this Lease, or shall fail to pay any sum required to be paid by Lessee under this Lease,District may,but shall not be obligated to do so,perform or pay the same or cause the same to be performed or paid, and Lessee shall promptly upon demand by District therefore, reimburse to District all costs reasonably incurred by District in connection therewith, together with interest on such sums at the rate of ten percent(10%)per annum from the date incurred by District until repaid in full by Lessee. 22. Surrender,Waiver of Relocation Rights. Upon expiration or sooner termination of the term of this Lease, Lessee shall vacate the Premises and remove all persons and personal property therefrom, and shall surrender possession of the Premises to District with the condition of the Premises as it existed at the commencement of the term of this Lease, subject only to reasonable wear and tear and damage due to causes beyond the reasonable control of Lessee. Lessee,on behalf of Lessee, and on behalf of Lessee's immediate family, the members of which may occupy the Premises from time to time,hereby specifically waives any rights to,and releases District from any and all claims for, relocation benefits and/or relocation payments to which Lessee and those claiming through Lessee might otherwise be entitled pursuant to California Government Code Section 7260 et seq.,and any similar or successor federal or state statutes. Lessee shall hold District harmless from and indemnify District against any and all liability, cost, and expense suffered or incurred by District and arising in connection with any such right or claim. By his signature below, Lessee specifically recognizes and accepts the terms of Paragraph 22 of this Lease. Date: Lessee: Sarah Tate Date: Lessee: Adrienne McKannay 13 23. Renewal of Lease. Provided Lessee and any Sublessee has fully complied with the terms and conditions of this Lease during the Lease term,Lessee may, at least six(6)months prior to the Expiration Date, give District written notice of its desire to renew the Lease. In the event District, at its sole discretion,decides to use the Premises for District purposes,District shall inform Lessee of its determination in writing at least sixty (60) days prior to the Expiration Date, and the Lease shall terminate on the Expiration Date. In the event District determines use of the Premises is not needed for District purposes, District and Lessee agree to meet and negotiate in good faith in an effort to reach mutual a agreement upon terms and conditions of such lease renewal, including fair g market rent and term. If District and Lessee can not agree upon rent and terms to renew the Lease thirty(30) days prior to the Expiration Date, District is free to rent or otherwise use the Premises, at its sole discretion, as it pleases after the Expiration Date, free from any claims of any interest, occupancy or rights of Lessee. 24. Notices. All notices,demands,requests,or consents(collectively"notices")given hereunder by either party to the other, shall be made in writing and shall be delivered personally or by first class mail, postage prepaid, and addressed to the parties as follows: District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 (415) 691-1200 (415) 691-0485 FAX Lessee: Sarah Tate & Adrienne McKannay c/o Richard H. McKannay, Jr. P.O. Box 29475 San Francisco, CA 94129 (415) 771-4040 FAX (415) 563-4433 14 Notice given by mail in accordance with the requirements set forth above shall be deemed to have been delivered five (5) days after the posted date of mailing. 25. Waiver. Waiver by District of any breach of any term,covenant, or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term,covenant or condition herein contained. District's acceptance of a partial payment of rent shall not be deemed an accord and satisfaction, and shall not be deemed a waiver of Districts right to recover the full amount thereof. 26. Arbitration of Disputes. If a dispute arises out of or relates to this Lease or the performance or breach thereof, the parties agree first to participate in non-binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy or claim shall be settled by binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior or Appellate Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq including the right of discovery. Hearings shall be held in Santa Clara, San Mateo or San Francisco County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. The cost of arbitration shall be borne equally by both parties regardless of whether Lessee or District is the prevailing party. The award of the arbitrator shall not include any attorneys' fees or other expert witness fees and such fees shall be borne solely by the party employing such professional services. NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU 15 MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO 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,YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING FROM THE MATTER INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. LESSEE INITIAL DISTRICT INITIAL 27. General. (a) This Lease contains all of the terms,covenants,and conditions agreed to by District and Lessee and supersedes any and all Leases previously made between Lessee and District with respect to the Premises. This Lease may not be modified orally or in any manner other than by a written instrument signed by both of the parties to this Lease or their respective successors in interest. (b) If any term, covenant, condition, or provision of this Lease is held by judgment through arbitration to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected,impaired,or invalidated thereby. (c) The covenants and conditions hereof, subject to the provisions as to subletting and assignment,shall inure to the benefit of and bind the heirs,personal representatives,successors and assigns of the parties hereto. 16 (d) The paragraph headings of this Lease are for convenience only and are not a part of this Lease and do not in any way limit or amplify the terms and provisions of this Lease. (e) All persons who have signed this Lease as Lessee shall be jointly and severally liable hereunder. (f) This Lease shall be governed and construed in accordance with the laws of the State of California. (g) Time is of the essence as to each and all of the provisions of this Lease with respect to which time of performance is a factor. IN WITNESS WHEREOF, District and Lessee have executed this Lease the day and year first above written. "DISTRICT" "LESSEE" MIDPENINSULA REGIONAL OPEN By: SPACE DISTRICT, a Public Sarah Tate District Date: By: L. Craig Britton By: General Manager Adrienne McKannay Date: Date: 17 0 a 0 0 N S PREMISES 57-1 Dc \ \ \ 1 1 \ D ' D 1 UTILITY BUILDING 0 D CARETAKER TRAILER 1 \ \ \ \ I I 1 I I 1 1 / HOUSE / / OO i P / C A( C ARCA I � I I -— UTILITY BUILDING 1 1 � I EXHIBIT 1 (1 of 2) I Lease Premises and Access Road f Fifth Bridge OCO Premises 0 800 1600 2400 Feet i Exhibit 1 (2 of 2) "HISIT REGULATIONS FOR USE OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT LANDS Adopted by Ordinance No. 93-1, July 28, 1993 Revised and Adopted by Ordinance No. 96-1, February 28, 1996 CHAPTER I. DEFINITIONS SECTION 100. TITLE. The following regulations shall be known as "Regulations for Use of MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Lands" and may be referred to as "land use regulations." SECTION 101. PURPOSE. These regulations are adopted to provide responsible stewardship for District Lands, to establish orderly use, and to maintain a natural and quiet environment for persons on the lands. They are established according to the Basic Policy of the Board of Directors of MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, adopted March 27, 1974, that "The District will follow a land management policy that provides proper care of open space land, allowing public access appropriate to the nature of the land and consistent with ecological values." SECTION 102. DEFINITIONS. Unless the context otherwise requires, the following definitions shall govern the construction and interpretation of these regulations. SECTION 103. DISTRICT. DISTRICT LANDS DEFINED. "District" means the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT. The term District Lands includes all lands, structures, improvements, and waters owned, controlled, or managed by MIDPENINSULA REGIONAL OPEN SPACE DISTRICT. SECTION 104. PERSON DEFINED. "Person" means any individual, firm, corporation, club, municipality, district, or public agency, and all associations or combinations of persons whenever acting for themselves or by any agent, servant, or employee. SECTION 105. PERMIT OR PERMISSION DEFINED. Unless otherwise expressly provided herein, "permit" or "permission" means permission, granted in writing by the general manager or an authorized representative of MIDPENINSULA REGIONAL OPEN SPACE DISTRICT. SECTION 106. BOARD DEFINED. "Board" means the Board of Directors of MIDPENINSULA REGIONAL OPEN SPACE DISTRICT. SECTION 107. HEADINGS AND DIVISIONS. Headings and divisions are for convenience only, and shall not be considered in the interpretation of this Ordinance, and shall not in any way affect the conduct or activities covered by other sections of this Ordinance. Page 1 i CHAPTER II. REGULATIONS SECTION 200. GENERAL REGULATIONS. District Lands shall be open and accessible to all persons, except as may be provided by resolution, regulation, or rule of the Board or by individual site use and management plans adopted by the Board. 200.1 The Board may, by resolution, regulation, or rule, provide for a system of permits and the issuance thereof. It may by such system require permits for the use of certain lands, exempt certain lands or classifications of permits therefrom, and establish a system of fees and other policies in connection with the administration of a permit system. 200.2 Any person entering upon District Lands shall abide by the rules and regulations of the District, the regulations or provisions of any sign or posted notice, the conditions of any permit, the lawful order or other instruction of any District ranger or police officer appointedY b the Board PP the laws of the STATE OF CALIFORNIA and all applicable county and other local ordinances. 200.3 The provisions of this Ordinance shall not apply to employees and officials of the District acting within the scope of their authorized duties. However, District employees and official shall abide by the laws of the STATE OF CALIFORNIA and all applicable county, and other local ordinances. 200.4 All District lessees, contractors, and consultants shall abide by all provisions of this Ordinance unless the provision(s) conflicts with a written contract or agreement with the District. When a conflict occurs, the conditions of the written contract or agreement shall take precedence. However, lessees, contractors, and consultants shall abide by the laws of the STATE OF CALIFORNIA and all applicable county, and other local ordinances. SECTION 201. SPECIAL REGULATIONS. Special regulations or requirements do not preclude the application of general regulations unless expressly indicated. CHAPTER III. GENERAL RULES SECTION 300. AUTHORITY. All sections of this Ordinance are adopted pursuant to Sections 5541, 5558, and 5559 of the Public Resources Code of the STATE OF CALIFORNIA, and apply to all District Lands. A title, where used, does not limit the language of a section. Page 2 SECTION 301. VIOLATIONS OF ORDINANCE A MISDEMEANOR OR INFRACX"ION. Any violation of this Ordinance or of any rule or regulation adopted by the District is, at the discretion of the prosecutor or the court, a misdemeanor or infraction. (Public Resources Code, Section 5560.) SECTION 302. SEVERABILITY. If any chapter, section, subsection, paragraph, subparagraph, sentence, or clause of this Ordinance is, for any reason, held to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitutionality of the remaining portions of this Ordinance. The Board of Directors declares that this Ordinance, and each chapter, section, subsection, paragraph, sentence, and clause thereof, would have been adopted regardless of such possible finding of invalidity or unconstitutionality and, to that end, the provisions of this Ordinance are hereby declared to be severable. SECTION 303. AMENDMENT OR REPEAL. When a section, rule, or regulation is amended or repealed, acts and commissions occurring before the amendment or repeal may be prosecuted as though such section, rule, or regulation had not been amended or repealed. SECTION 304. PUBLICATION. This Ordinance shall be published once, within 30 days after adoption, in a newspaper of general circulation printed, published, and circulated in the District and shall be effective from and after September 1, 1993. CHAPTER IV. PRESERVE USES - GENERAL SECTION 400. CAMPING. 400.1 General. No person shall erect or use a tent or shelter of any kind, arrange bedding, or prepare food in such a way that will enable a person to remain after closing hours, except by written permit in designated areas. 400.2 Juvenil . No juvenile shall camp on any District Lands, except when: 1) accompanied by a parent or guardian; 2) part of a group supervised by at least one adult responsible for each ten or fewer juveniles; 3) the juvenile is an emancipated minor. 400.3 Definition. A juvenile is defined as any person under the age of 18 years. Page 3 SECTION 401. SWIMMING. 401.1 General. No person shall swim, wade, or engage in any water-contact activity in any water areas of the District except in designated areas. 401.2 Definition. "Water-contact activity" is defined as any activity in which the body of a person comes into physical contact with water areas, including, but not limited to swimming, wading, aqua-planing, paddle boarding, skin diving, and water skiing. It does not include boating or fishing. 401.3 Definition. "Water areas of the District" is defined as all water areas on District Lands, including, but not limited to, natural and artificial swimming pools, reservoirs, ponds, lakes, creeks, streams, bays, tidal areas, and flood control channels. SECTION 402. BOATING. 402.1 General. No person shall place, or attempt to place, a boat, kayak, rubber raft, or other vessel of any description in the water of reservoirs, lakes, streams, or other water areas owned, managed, or controlled by the District, except as expressly allowed by permit or rule or regulation of the District. SECTION 403. FIREARMS TRAPS WEAPONS AND DANGEROUS DEVICES. 403.1 General. No person shall carry, possess, set, leave or deposit, fire or discharge, or cause to be fired or discharged, across, in, on, or into any portion of District Lands any weapon, gun or firearm, spear, missile, bow and arrow, cross bow, sling shot, trap or hunting device, air or gas weapon, paint ball gun, ammunition, throwing knife or axe, martial arts throwing device, or any other weapon or device capable of injuring or killing any person or animal, or damaging property or natural resource. 403.2 Exceptions. This section shall not apply to: 1) the possession of unloaded firearms or dangerous weapons on public roads solely for the purpose of transporting such firearms or dangerous weapons through District Lands for lawful purposes; 2) the possession of firearms or other dangerous weapons at a place of residence or business located on District Lands by a person in lawful possession of the residence or business; 3) the possession and use granted by permit for resource management or educational purposes. SECTION 404. FIRES. 404.1 reall. No person shall light, build, maintain, or attempt to light, build, or Page 4 maintain, a fire of any nature on District Lands, except in permanent fixed barbecues, camp stoves or fireplaces established by the District. A fire shall include, but not be limited to any campfire, ground fire, warming fire, signal fire, charcoal fire, stove, gas lantern, punk, candle, smudge stick, flare, fuse, or any other incendiary device. This shall not apply to the permitted use of gas camp stoves or gas lanterns when used in designated camping areas. t 404.2 SmQ". No person shall smoke on District Lands, except in designated areas. SECTION 405. SANITATION. 405.1 Dislosal of Effluent. No person shall deposit waste water, sewage or effluent from sinks, portable toilets, or other fixtures upon or into the ground or water. 405.2 Use of Facilities. No person shall deposit any waste in or on any portion of any restroom or other structure except into fixtures provided for that purpose. 405.3 Protection of Facilities. No person shall place any bottle, can, cloth, rag, metal, wood, paper, stone, or other substances in any fixture in such a manner as would interfere with the normal operation of such fixture. 405A Public View. No person shall defecate or urinate in public view. SECTION 406. METAL DETECTORS. 406.1 General. No person shall use a metal detector or similar device on District Lands, except as provided in subsection 702.5. SECTION 407. DISTURBING THE PEACE. 407.1 Obstructing Free Passage. No person shall by force, threat, intimidation, or by any unlawful signing, fencing or enclosing, or any other unlawful means, prevent or obstruct any person from peacefully entering any property of the District, or preventing or obstructing free passage or transit over or through any lands of the District. 407.2 Intimidation. No person shall engage in behavior or speech that provokes a breach of the peace or disrupts, alarms, disturbs, intimidates, or unreasonably interferes with others in the normal, safe use of District Lands or facilities. 407.3 NQjst. No person shall la or operate an sound or energy amplification devices, P play P Y including radios, television sets, public address systems, musical instruments, or similar devices in such a way as to be audible beyond 100 feet of such device or musical instrument, or in such a manner as to disturb the quiet of District Lands and facilities, without prior written permission. 407.4 Lawful Order. No person shall disobey, ignore, or in any manner fail to comply with any request, direction, or order given by any ranger or other employee charged with Page 5 JI , the control, management, or protection of District property or resources when such request, direction or order is given in the lawful performance of his or her duties. SECTION 408. ASSEMBLY. No person or group shall conduct a meeting, rally, or similar event on District Lands without first obtaining a permit for the use of the specific areas or facilities involved. No such permit shall be granted if it is found that the time, place, and/or size of the meeting, rally, or similar event will disrupt or unreasonably interfere with the normal use, operation, or managementY of the site or facility, or have an adverse impact on the ecological or historical characteristics of any District Lands. conduct, or anize or take art in an group activity or 40S.1 Permits. No person shall hold, g p y g p y event on District Lands without written permission when the activity or event: 4 is advertised or noticed in an publication, other, or flyer; or YP P Y 5) requests or requires a fee be paid for participation; or 6) may be attended by twenty (20) or more people. SECTION 409. MISCELLANEOUS DANGEROUS ACTIVITIES. 409.1 Fireworks. No person shall possess, give, sell, discharge, set off, or cause to be discharged, on or into any portion of District Lands any firecrackers, missiles, rockets, fireworks, or explosives. 409.2 Harmful Substances. No person shall possess, place, or apply any substance on District Lands harmful to any person, property, wildlife, or vegetation. 409.3 Golf. No person shall drive, chip, or in any other manner play or practice golf, or hit golf balls on, over, or into District Lands. 409.4 Model Craft. No person shall operate any model airplanes, boats, automobiles, or other model craft of any kind or description on, over, or into any portion of District Lands, except by written permit in designated areas. 409.5 Human Flight. No person shall hang-glide, parachute, parasail or engage in any human flight on, over, or into District Lands, except by written permit in designated areas. 409.6 Skating. No person shall roller skate, in-line skate, grass skate, or operate a self- propelled or motorized skate board or other similar device on District Lands. 409.7 Reckless or Negligent Activity. No person shall engage in any recreational pursuit or activity, or operate any device that recklessly or negligently endangers the safety of any person, or property, or interferes with visitor activities. SECTION 410 ALCOHOLIC BEVERAGES. Page 6 I 410.1 (General. No person shall possess or consume alcoholic beverages except beer and wine, and only as part of a picnic meal. 410.2 Designated Area. No person shall possess or consume alcoholic beverages in an area that has been declared by the general manager or an authorized representative to be a prohibited area. SECTION 411. SIGNS. 41 L I Defacement. No person shall remove, deface, change, mark, or otherwise alter any sign duly erected or posted on District Lands. 411.2 Unauthorized Signs. No person shall post or fasten any notice, including but not limited to, any bill, advertisement, directional or informational sign, or inscription whatsoever on any tree, fence, building, monument, or other property on District Lands, without written permission. CHAPTER V. PRESERVE USES - RIDINGHIKING TRAILS SECTION 500. RIDING 1 HIKING TRAILS. 500.1 Trail Use Speed Limit. The maximum speed for all trail uses is 15 miles per hour, unless otherwise posted; however, speeds shall be reduced as conditions warrant. Bicyclists and equestrians are required to slow to 5 miles per hour when passing others or approaching blind turns. In no case shall a person operate a bicycle, or ride a horse or other such animal at a speed greater than is reasonable, prudent, or safe. 500.2 One-way Trails. No person shall operate a bicycle or similar device, or ride or lead a saddle horse, pony, mule, or other such animal on a one-way trail in a direction or travel designated or signed to prohibit such use. 500.3 Gates. Any person opening a gate shall close the gate. SECTION 501. SADDLE ANIMALS. 501.1 Closed Areas. No person shall ride, drive, or lead a saddle or pack horse, pony, mule, or other animal in any area designated or signed to restrict such use. Saddle or pack horses, ponies, mules, or any other animals must stay on designated trails, roadways, and cultivated firebreaks. 501.2 Unsafe Use. No person shall ride, drive, or lead any saddle or pack animal in a reckless or negligent manner so as to endanger public property, or the life, limb, or Page 7 i I , property of any person or animal. No person shall allow his or her saddle or pack animal to stand unattended or insecurely tied. 501.3 Carts and Wagons. No person shall have or allow a cart, wagon, or similar device attached to a horse, mule, donkey, or other animal on District Lands without a written permit. SECTION 502. BICYCLES. 502.1 Closed Areas. No person shall possess or operate a bicycle or similar device on District Lands in areas designated or signed to restrict such activity. Bicycles must stay on designated trails and roadways. 502.2 Unsafe Operation. No person shall operate a bicycle in a reckless or negligent manner so as to endanger public property, or the life, limb, or property of any person or animal. 502.3 Helmets. No person shall operate a bicycle or similar device on District Lands without wearing an A.N.S.I. or Snell-approved helmet for head protection. 502.4 Walk-Only Zones. No person shall ride a bicycle on a section of trail designated or signed as a walk-only zone. Any person may dismount and walk a bicycle through a walk-only zone. SECTION 503. TRESPASS. The following acts, among others, are declared to be unlawful by Section 602 of the Penal Code of California. 503.1 Destruction of Private Property. No person shall willfully open, tear down, or otherwise destroy any fence on the enclosed land of another, or open any gate, bar, or fence of another and willfully leave it open without the written permission of the owner, or maliciously tear down, mutilate, or destroy any sign, signboard, or other notice forbidding shooting on private property. 503.2 Private Property Rights. No person shall enter any lands, whether unenclosed or enclosed by a fence, for the purpose of injuring any property or property rights, or with the intention of interfering with, obstructing, or injuring any lawful business or occupation carried on by the owner of such land, his or her agent or by the person in lawful possession. 503.3 Entering Posted Lands. No person shall enter any lands under cultivation or enclosed by a fence, belonging to, or occupied by another, or enter any lands where signs forbidding trespass are displayed at intervals not less than three to the mile along all exterior boundaries and at all roads and trails entering such lands, without the written permission of the owner of such land, his or her agent, or of the person in lawful possession, and no person shall: Page 8 7) refuse or fail to leave land, real property, or structures belonging to or lawfully occupied by another and not open to the general public, upon being requested to leave by the owner, his or her agent, or the person in lawful possession thereof; 8) tear down, mutilate, or destroy any sign, signboard, or notice forbidding trespass or hunting on such lands; or 9) remove, injure, unlock, or tamper with any lock or any gate on or leading into such lands-, or 10) discharge any firearm. CHAPTER VI. PRESERVE USES - COMMERCIAL/REVENUE SECTION 600. SOLICITING. 600.1 General. No person shall solicit, sell, hawk, or attempt to solicit, sell, or hawk, or otherwise peddle any goods, wares, merchandise, liquids, edibles for human consumption, or distribute commercial circulars, pamphlets, or flyers on District Lands except by written permission. SECTION 601. GRAZING. 601.1 General. No person shall allow cattle, sheep, goats, or any animal to graze, browse, or feed on District Lands except with written permission. SECTION 602. HARVESTING AND PLANTING. 602.1 General. No person shall plant, cultivate, harvest, or attempt to plant, cultivate, or harvest any plant or agricultural crop on District Lands except with written permission. SECTION 603. COMMERCIAL FILMING. 603.1 General. No person shall operate a still, motion picture, video, or other camera for commercial purposes on District Lands except pursuant to a permit authorizing such activity. This section shall not apply to the commercial operation of cameras as part of the bona fide reporting of news. Page 9 CHAPTER VII. PRESERVE FEATURES - PROTECTION SECTION 700. HUNTING AND FISHING. 700.1 Hunting. No person shall hunt, pursue, molest, disturb, injure, trap, take, net, poison, or harm any animal, living or dead, or remove, destroy, or in any manner disturb the natural habitat of any animal, except by permit. 700.2 Fishing. No person shall take, net, molest, disturb, injure, poison, or harm any fish in lakes, ponds, reservoirs, water areas, portions of San Francisco Bay, or streams located in any District preserve except in areas declared by the District to be permitted fishing areas, where state laws regulate the taking of game fish. SECTION 701. ANIMALS. 701.1 D . No person shall allow or have a dog on District Lands except in those areas designated by the District. This subsection shall not apply to: 1) guide and service dogs under physical control, specifically licensed to assist the blind, deaf, or disabled; 2) use authorized by written permit. 701.2 No person shall allow or have a dog within a designated area, unless the dog is at all times under control on a leash not to exceed 6 feet- , or on a self-retracting leash with a maximum extended length of 25 feet. The self-retracting leash must have the capability of being retracted and locked in a position not to exceed 6 feet. Within a designated area, no person shall have or allow a dog on a lead greater than 6 feet when: a. Within 100 feet of any parking area, trailhead, picnic area, campground, horse stable, public roadway, restroom, visitor center, ranger station, or other place or structure of public assembly; b. Within 50 feet of any person this is not the person or persons who entered District lands with the dog; or c. Within 50 feet of any body of water, including but not limited to, any reservoir, pond, lake, creek, stream, bay, tidal area or flood control channel. 701.3 Nuisance Dogs. No person shall allow or have on District Lands a dog that is threatening or a nuisance to people, other animals, or property. This includes, but is not limited to growling, barking, baring of teeth, or challenging in any manner, people, animals, or property. Page 10 t , 701.4 Disturbance or In-ury to Wildlife. No person shall allow a dog, cat, or domesticated animal, even if leashed, to disturb, chase, molest, injure, or take any kind of native wildlife, whether living or dead, or remove, destroy, or in any manner disturb the natural habitat of any animal on District Lands. 701.5 Horses and Livestock. No person shall keep or raise cattle, horses, sheep, or other livestock on District Lands, unless pursuant to a lease, license, or other entitlement of use granted by the District. animal, or other 7 Other P No person shall allow or have an et, domesticated a , O1 6 ets y p p living creature on District Lands, unless specifically permitted by another section of these regulations. 701.7 Removal of Animal Excrement. No person responsible for an animal shall allow its excrement or feces to remain in an area if its poses a health hazard, a public nuisance, or is in an area posted requiring its removal. 701.8 Abandoned Animals. No person shall abandon or release a dog, cat, fish, fowl, or any other living creature, wild or domestic, on District Lands without written permission. 701.9 Dogs shall be permitted off leash only in areas specifically designated and signed by the District as off-leash areas. No person shall allow or have a dog in an off-leash area unless the dog is at all times under the verbal or radio collar control, and in sight of its owner or keeper. The owner or keeper of the dog shall have a leash in his or her possession at all times. SECTION 702. NATURAL AND CULTURAL RESOURCES. 702.1 Plants. No person shall damage, injure, take, place, plant, collect, or remove any plant, tree, or portion thereof, whether living or dead, including, but not limited to flowers, mushrooms, bushes, vines, grass, cones, and deadwood located on District Lands. 702.2 Possession of Gathered Wood Prohibited. No person shall transport or possess a tree or unmilled wood on District Lands without satisfactory evidence of lawful acquisition, such as a sales receipt or written authorization from the owner of the land from which the tree or wood was acquired. 702.3 Geological Features. No person shall damage, injure, take, collect, remove, or attempt to damage, injure, take, collect, or remove any object of paleontological, archeological, or historical interest located on District Lands. 702.4 Archeological Features. No person shall damage, injure, take, collect, remove, or Page 11 a attempt to damage, injure, take collect, or remove any object of paleontological, archeological, or historical interest located on District Lands. 702.5 Special cial Permission. Special permission (Section 105) may be granted to remove, treat, disturb, or otherwise affect plants, animals, or geological, historical, archeological, or paleontological materials for research, interpretive, educational, or operational purposes. SECTION 703. VANDALISM AND UNLAWFUL ENCROACHMENT. 703.1 Vandalism. No person shall cut, carve, deface, write, paint, mark, or alter any natural feature, or any fence, wall, building, monument, or other property on District Lands. 703.2 Unlawful Construction. No person shall erect, construct, install, or place any structure, building, shed, fence, trail, equipment, material, sign, banner, or apparatus of any type or for any purpose on, below, over, or across a preserve except by written permission, specifying in detail the work to be done and the conditions to be fulfilled pursuant to the terms of such authorization. 703.3 Unlawful Maintenance. No person shall perform, or cause any mowing, trimming, cutting, grooming, or spraying of District Lands or perform any such grounds maintenance for any purpose except by written permission. CHAPTER VIII. DISTRICT LANDS OPERATIONS - GENERAL SECTION 800. LITTERING. 800.1 Littering or Dumping. No person shall litter or cause to be littered, or dump or cause to be dumped any material or waste matter in or upon any District Lands, It shall be unlawful to place, deposit, or dump, or cause to be placed, deposited or dumped, any rocks, dirt, or fill material in or upon any District Lands without a permit authorizing such activity. 800.2 Definition. Littering is defined as the willful or negligent throwing, dropping, placing, or depositing of any waste matter on District Lands in other than appropriate storage containers or areas designated for such purposes. 800.3 Definition. Waste matter is defined as discarded, used, or leftover substances including, but not limited to, a lighted or unlighted cigarette, cigar, match, or any flaming or glowing material or any garbage, trash refuse paper, er containerP packaging g or construction material, carcass of a dead animal, any nauseous or offensive matter of any kind, or any object likely to injure any person, damage property, or create a hazard. Page 12 SECTION 801. PARKING. 801.1 Restrictions. No person shall park a motor vehicle, except an authorized emergency vehicle, or when in compliance with the directions of a peace officer, ranger, or District employee, in any of the following places: 1) In areas where prohibited by "NO PARKING" signs; 2) On any fire trail; 3) On any equestrian or hiking trail 4) In such a place or manner as would block or obstruct any gate, entrance, or exit; 5) In such a place or manner as to take up more than one marked parking space in any authorized parking area; 6) In such a place or manner as to block or obstruct the free flow of traffic; 7) Within 15 feet of a fire hydrant; 8) Adjacent to any curb painted red; 9) On any district Lands after sundown except pursuant to a written permit; 10) In areas signed for permit parking on District Lands without a written permit; 11) In any other place on District Lands not designated by the District as an authorized areas. SECTION 802. OPERATION OF MOTOR VEHICLES: OFF-ROAD VEHICLES 802.1 General. No person shall operate, propel, or leave standing a motor vehicle on District Lands. Motor vehicle includes, but is not limited to, motorcycles, off-road vehicles, "dirt-bikes," and similar vehicles. 802.2 Exceptions. This section shall not apply to: vehicles operated within the scope of official use; 1 emergency P P 2) roads, trails, or paths, which may from time to time be set aside and posted by the District for the use of specifically designated vehicles; 3) roads and parking areas open to the public during regular open hours. SECTION 803. SPEED LIMITS. 803.1 General. No person shall drive or operate a vehicle on District Lands at a speed greater than the posted speed limit or than is reasonable or prudent, having due regard for traffic and road conditions. In no event shall a vehicle be driven at a speed which endangers the safety of persons, property or wildlife. SECTION 804. ABANDONED VEHICLES. 804.1 72 Hours. No person shall permit a vehicle to be parked or left standing within the District for 72 consecutive hours or more except in camping areas pursuant to a valid permit. Page 13 804.2 Removal. Any vehicle parked or left standing in violation of this Section may be removed as provided in the Vehicle Code of the State of California. 804.3 Abandonment. Whenever a District ranger has reasonable grounds to believe that a vehicle has been abandoned on District Lands, the vehicle may be removed as authorized by Vehicle Code Section 22669. SECTION 805. PROHIBITED AREAS. To insure the safety and health of persons, to avoid interference with development, construction, and management, or to provide for security, safeguarding, and preservation of District Lands and facilities, the general manager or an authorized representative may declare an area closed, prohibited, or limited to further entry. The declaration may include such reasonable classes of persons who may enter, in the conduct of proper activities or official duties, as the general manager or an authorized representative may prescribe. 805.1 Closed Areas. No person shall, without a written permit issued by the District, enter or remain in an area of District Land or facilities declared closed, prohibited, or limited by the general manager ro an authorized agent. 805.2 After Hours Use. No person shall enter or remain on District Land "after hours" without a written permit issued by the District. The term "after hours" is defined as one-half hour after official sunset to official sunrise the following day. 805.3 No person shall possess or operate a bicycle or similar device on District lands after hours. SECTION 806. USE FEES. 806.1 Nonpayment of Fees. No person shall use District Lands or facilities without payment of the prescribed fee or charge. Any fee or charge established by the Board for use of District Lands or facilities shall be paid in advance of such use, unless later payment has been authorized by the general manager or an authorized representative. Page 14 r' EXHIBIT III WAIVER OF RELOCATION BENEFITS AND TENANT ESTOPPEL This Tenant Waiver and Estoppel Certificate("Certificate") is executed by: Tenant: [print name] Tenant: [print name] in favor of the Midpeninsula Regional Open Space District ("District"). RENTALS 1 District and Richard H. McKannay Trust ("McKannay ) have entered into a Purchase Agreement ("Agreement") whereby District has agreed to purchase McKannay's real property known commonly as Santa Clara County Assessor's Parcel Numbers 562-21-012, 562-22-022, and 562- 23-002 (hereafter"Property"). 2 The Agreement provides that McKannay will lease back a portion of the Property for their use as a personal residence for a ten year lease term subject to certain conditions and restrictions (hereafter "Lease"). The Lease provides that any tenants subleasing a portion of the leased Premises from McKannay execute this Certificate. 3 Tenant and McKannay have entered into an month-to-month residential tenancy agreement commencing on , 2001 whereby Tenant is leasing a portion of the leased Premises area for Tenant's trailer residence. 4 In connection with the purchase, McKannay has requested that all tenants execute this Certificate, upon which District is relying. Tenant certifies, warrants, and represents as follows: A. Tenant is the sublessee by a written month-to-month tenancy (the "Sublease") of the following portion of the leased Premises: B. As of the date Tenant signs this Certificate, the Sublease is in effect and has not been terminated by McKannay. C. Tenant has no option, right of first refusal, or other right to purchase all or any portion of the leased Premises. Tenant has no right to renew or extend the tenancy, and no right, title, or interest in the Property or leased Premises, other than as Tenant under the Sublease. D. The monthly rent payable under the Sublease is Dollars ($ per month. The amount of Tenant's security deposit held by McKannay, if any, is Dollars The amount of prepaid and/or last month's rent held by McKannay, if any is Dollars E. ACKNOWLEDGMENT OF TENANCY RIGHTs LIMITED To TERM OF LEASE. Tenant understands and agrees that District owns the premises subleased to Tenant. Tenant understands and agrees that Tenant's tenancy will automatically terminate upon the termination of the McKannay Lease, and that sole right, title, and interest in the rental premises free of any leasehold will be held by District. A F. WAIVER OF RELOCATION BENEFITS. Tenant understands and agrees that Tenant may be entitled to receive certain relocation benefits as provided for by the Federal Uniform Relocation Assistance and Real Property Acquisition Act of 1970 (Public Law 91-646), the Uniform Relocation Act Amendments of 1987 (Public Law 100-17, Title IV) of the Surface Transportation and Uniform Relocation Assistance Act of 1987 (42 U.S.C. § 4601 et seq..), and the California Relocation Assistance Act, Government Code Section 7260 et seq. Tenant hereby waives any and all existing and/or future claims or rights Tenant may have against District for any relocation assistance, benefits, procedures,or policies as provided in said laws or regulations adopted thereunder and to any other compensation. Tenant executes this Certificate with the knowledge that it will be relied on by District in agreeing to purchase the Property. Date: Tenant Signature: [print name] Date: Tenant Signature: [print name] List any minors Residing with [print name] Tenants [print name] FINANCING AMENDMENT TO PURCHASE AGREEMENT - BARGAIN SALE THIS FINANCING AMENDMENT TO PURCHASE AGREEMENT- BARGAIN SALE("Financing Amendment") is made and entered into as of December 12, 2001, by and between RICHARD H. McKANNAY TRUST ("Seller") and MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code ("District"). A. District and Seller are parties to that certain Purchase Agreement - Bargain Sale dated October 24, 2001 (the "Agreement"). Capitalized terms used in this Financing Amendment and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. B. As part of the consideration for the Agreement, District and Seller agreed, that upon Seller's request, the Agreement would be amended to provide for financing of all or a portion of the Purchase Price. Accordingly, District having received such request from Seller, District and Seller now desire to amend the Purchase Agreement solely as set forth in this Financing Amendment. AGREEMENT Now, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, District and Seller hereby agree as follows: 1. Section 2 of the Purchase Agreement is hereby amended to read as follows: Purchase Price. The total purchase price ("Purchase Price") for the Property shall be Two Million One Hundred and Fifty Thousand and No/ Dollars ($2,150,000.00) which shall be paid in the following manner: A. An initial payment of Ten Thousand and No/100 Dollars ($10,000.00) towards the Purchase Price has been paid into escrow in accordance with Section 15 of this Agreement; and B. District shall deposit into escrow with the Escrow Holder the sum of One Million One Hundred and Thirty Thousand and No/100 Dollars ($1,130,000.00) in cash; and C. District shall deposit into escrow Unsecured Promissory Notes (the "Notes") in the principal amount of One Million One Hundred and Ten Thousand and No/100 Dollars ($1,010,000.00) in the forms attached hereto as Exhibit "I" and incorporated by this reference which shall be issued to the following individual beneficiaries of Seller in the following denominations: W One separate Note made payable to Gabrielle M. Miller in the principal amount of One Hundred and Eighty Thousand and No/100 Dollars ($180,000.00). Said Page 2 Note shall be interest free and the entire principal amount of the Note shall be due and payable in full after January 1, 2002, but no later than January 9, 2002; and (ii) One separate Note made payable to Owen S. McKannay in the principal amount of Two Hundred and Forty Thousand and No/100 Dollars ($240,000.00). Said Note shall be interest free and the entire principal amount of the Note shall be due and payable in fall after January 1, 2002, but no later than January 9, 2002; and (iii) One separate Note made payable to Maura M. Siemers in the principal amount of Two Hundred and Fifty Thousand and No/100 Dollars ($250,000.00). Said Note shall bear tax-free interest at the rate of four and ten hundredths (4.10%) per annum, simple interest, commencing on the date of Close of Escrow of the conveyance of the fractional interest of said beneficiary in the Property as set out in Section 2 of this Financing Amendment. This Note shall provide for quarterly installments of accrued interest only, and a final payment of the full principal and any remaining accrued interest shall be due and payable on January 10, 2012. (iv) One separate Note made payable to Sarah Tate and Adrienne McKannay in the principal amount of Three Hundred and Forty Thousand and No/100 Dollars ($340,000.00). Said Note shall bear tax-free interest at the rate of four and ten hundredths (4.10%) per annum, simple interest, commencing on the date of Close of Escrow of the conveyance of the fractional interest of said beneficiary in the Property as set out in Section 2 of this Financing Amendment. This Note shall provide for quarterly installments of accrued interest only, and a final payment of principal and any remaining accrued interest shall be due and payable on January 10, 2012. These Notes shall be unsecured as expressly authorized by Section 5544.2 of the Public Resources Code of the State of California. 2. CLOSING. The date of the close of escrow as set forth in Section 4.A of the Purchase Agreement is hereby amended as follows: (i) First Closing. The conveyance of the fractional interest in the Property of the following beneficiaries of the Trust shall close escrow on December 14, 2001, but no later than December 21, 2001: Gabrielle M. Miller, Owen S. McKannay, and Lori McKannay Matthews. Each such beneficiary shall convey at least a 1/6 undivided interest in the Property to District so that upon the First Close of Escrow on or before December 21, 2001 at least Fifty percent (50%) of the fee title to the Property has been conveyed to the District; and (ii) Second Closing. The conveyance of the fractional interests in the Property of the following beneficiaries of the Trust shall close escrow after January 1, 2002, but no later than January 9, 2002: Maura M. Siemers, Christine De Voto, Sarah Tate, and Adrienne McKannay. Maura M. Siemers, Christine De Voto shall each convey 1/6 undivided interest in the Property, and Sarah Tate, and Adrienne McKannay shall each convey a 1/12 undivided interest the Property so that, upon the Second Close of Escrow on January 9, 2002, one hundred percent (100%) of the fee title to the Property has been conveyed to District. In accordance with Section 4.0 of the Purchase Agreement, Seller may convey fractional interests in the Property to the beneficiaries of the Trust, and such beneficiaries may then convey fractional interests to District as set out in this Financing Amendment, so long as, upon the Second Closing, (i) one hundred Page 3 percent (100%) of the fee title to the Property, subject only to the Permitted Exceptions, has been conveyed to District by Seller and/or such beneficiaries, and (ii) District is able to obtain an owner's policy of title insurance in accordance with Section 4.F of the Purchase Agreement. In the event less than 100% of the fee title to the Property has been conveyed to District upon the Second Closing, District will have the right to terminate the Agreement and this Financing Amendment and to rescind this transaction in its entirety. Seller will be responsible for full payment of any escrow and title cancellation charges in that event, in addition to any other r obligations remedy available to District as a result of the breach o default of the g ations of Seller or any beneficiary named herein. 3. RATIFICATION. All terms and conditions of the Purchase Agreement, as amended by this Financing Amendment, shall continue in full force and effect. IN WITNESS WHEREOF, Seller and District have executed this Financing Amendment as of the day and year first written above. DISTRICT: L�E ' ACCEPTED FOR RECOMMENDATION abr' le Miller, Co-Trustee on behalf C of the Richard H. McKannay Trust Michael C. Williams, Real Property Representative Date: Lo APPROVED AS TO FORM: 6.hi'141Ix 0 T)r, Christine De Voto, Co-Trustee on behalf Susan Schectman, General Counsel of the Richard H. McKannay Trust APPROVAL Dated:_1- r 7� L. Craig ritton, General Manager V D ACCEPTED: *Esiient. Board of Directors ATTEST: District r Date: EXHIBIT DO NOT DESTROY THIS ORIGINAL NOTE: This original note must be surrendered to the Midpeninsula Regional Open Space District before the final principal payment will be made. UNSECURED PROMISSORY NOTE Principal Amount Date of Note Los Altos, California FOR VALUE RECEIVED, the undersigned, MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a California Public District ("Maker"), does hereby promise to pay Maura M. Siemers, a married woman as her sole and separate property, for order at 5 Freedom Lane South, Petaluma, CA 94952 ("Holder") or at such other place as the Holder hereof may, from time to time, hereafter designate in writing, in lawful money of the United States of America, the principal sum of Two Hundred and Fifty Thousand and No/100 Dollars ($250,000.00), together with interest from the date hereof on unpaid principal at the rate of four and ten hundredths percent (4.1%) per annum. Should any accrued interest not be paid when due, as provided below, it shall be added to the unpaid principal and shall thereafter bear interest in the same manner as principal. Interest shall be calculated on a 365 day year. 1. Payments. Installments of principal and interest shall be due, payable and credited as follows: (a) Maturity Date: The principal amount hereof shall be paid by Maker on or before January 10, 2012. (b) Installment payments of accrued interest only hereon shall be paid by Maker in quarterly installments of Two Thousand Five Hundred and Sixty two and 501100 Dollars ($2,562.50) (every three (3) months) payable on April 10, July 10, October 10 and January 10 of each year until this Note is satisfied in its entirety. The first such quarterly payment shall be due and payable on April 10, 2002. (c) In case any date specified above for the payment of principal and/or interest on this Note shall be a legal holiday, such payment shall be made on the first succeeding business day. (d) All payments made hereon shall be applied first to the payment of all unpaid interest accrued hereon to the date of such payment and the balance, if any, shall be applied to the payment of principal. Interest shall thereupon cease upon the principal paid. 1 2. Acceleration Upon Default. At the option of Holder, the entire principal balance together with all accrued interest thereon shall immediately become due and payable upon the occurrence of any of the following (hereinafter referred to as an "Event of Default"): (a) the default in the payment of principal or interest when due pursuant to the terms hereof, which has not been cured within 30 days of the payment due date; or (b) default in the performance of any obligation or covenant of the Maker contained herein, which has not been cured within 30 days of written notice of default by Holder. 3. Prepaymcnt Privileges. The Maker may, on any interest payment date on or after (5 years) from the date of this Note, prepay the unpaid principal amount hereof upon payment of such principal amount plus accrued interest thereon, without penalty or premium, to the date of such prepayment, provided that sixty (60) days written notice of any such prepayment shall be provided to the Holder. Any proration of accrued interest upon prepayment shall be calculated on the basis of a 365-day year. Holder may demand prepayment of all the entire outstanding principal balance due together with any accrued interest under this Note at any time, provided that sixty (60) days written notice of any such prepayment shall be provided to Maker. In such event, the principal due shall be discounted by nine tenths of a percent (0.9%) for each year remaining year(s) of the ten year Note term. Any required proration of interest shall be calculated on the basis of a 365-day year. As used herein, a year shall mean each successive twelve-month period commencing with the date this Note is issued. 4. Junior Lien and Maker's Obligation. Maker's obligation for payment of principal and interest on this Note is and shall be junior and subordinate to all outstanding public notes and notes secured by a Deed of Trust, bonds, leases or other obligations secured by revenues of the Maker, and any and all subsequent public note issues of Maker or future pledge of revenues created by Maker for the purpose of public financing the Maker's purpose or operation. 5. Waivers. Any waiver, express or implied, of any breach hereof or default hereunder shall not be considered a waiver of any subsequent breach or default. Maker waives, to the full extent permitted by law, the right to plead the statute of limitations set out in Section 337 of the California Code of Civil Procedure as defense to any demand on this Note. 2 • 6. Arbitration of Disputes. If a dispute arises out of or relates to this Note or the performance or breach thereof, the Maker and Holder agree first to participate in non-binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy or claim shall be settled by binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior or Appellate Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq including the right of discovery. Hearings shall be held in San Mateo, Santa Clara, or San Francisco County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding and shall be enforceable by judgment of the Superior Court of the State of California. The cost of arbitration shall be borne by the non-prevailing party. The award of the arbitrator shall not include any attorneys' fees or other expert witness fees and such fees shall be borne solely by the party employing such professional services. 7. Loss or Destruction. Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note, and in the case of any such loss, theft, or destruction of this Note, upon delivery of an indemnity bond by the Holder hereof in such reasonable amount as Maker may determine, or, in the case of any such mutilation, upon surrender and cancellation of this Note, Maker will execute and deliver, in lieu thereof, a replacement note of like form, substance and effect. 8. Jurisdiction. This Note shall be governed by and construed in accordance with the laws of the State of California. 9. Severance. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 10. Modification. No provision of this Note may be waived, modified or discharged other than by an agreement in writing signed by the party against whom enforcement of such waiver, modification or discharge is sought. 11. Fledge and Assignment. Holder may sell, assign, transfer, pledge and hypothecate this Note in its entirety by providing prior written notification to Maker. 3 12. Notice. Any notice required or permitted in connection with this Note will be in writing and will be given to Holder at the address set out above, and to Maker at the following address: Midpeninsula Regional Open Space District, 330 Distel Circle, Los Altos, Ca 94022, by personal delivery, facsimile transmission, or registered or certified mail first class United States mail, return receipt requested. IN WITNESS WHEREOF, the undersigned has executed and delivered this Note as of the date and year first above written. MAKER: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, A Public District Director Director Date: Date: Director Director Date: Date: Director Director Date: Date: Director Date: 4 i DO NOT DESTROY THIS ORIGINAL NOTE: This original note must be surrendered to the Midpeninsula Regional Open Space District before the final principal payment will be made. UNSECURED PROMISSORY NOTE Principal Amount Date of Note Los Altos, California FOR VALUE RECEIVED, the undersigned, MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a California Public District ("Maker"), does hereby promise to pay Sarah Tate, a married woman as her sole and separate property, and Adrienne McKannay, a single woman, as tenants-in-common, for order at 170 Avila Way, San Francisco, CA 94123 ("Holder") or at such other place as the Holder hereof may, from time to time, hereafter designate in writing, in lawful money of the United States of America, the principal sum of Three Hundred and Forty Thousand and No/100 Dollars ($340,000.00), together with interest from the date hereof on unpaid principal at the rate of four and ten hundredths percent (4.1%) per annum. Should any accrued interest not be paid when due, as provided below, it shall be added to the unpaid principal and shall thereafter bear interest in the same manner as principal. Interest shall be calculated on a 365 day year. 1. Payments. Installments of principal and interest shall be due, payable and credited as follows: (a) Maturity Date: The principal amount hereof shall be paid by Maker on or before January 10, 2012. (b) Installment payments of accrued interest only hereon shall be paid by Maker in quarterly installments of Three Thousand Four Hundred and Eighty five and No/100 Dollars ($3,485.00) (every three (3) months) payable on April 10, July 10, October 10 and January 10 of each year until this Note is satisfied in its entirety. The first such quarterly payment shall be due and payable on April 10, 2002. (c) In case any date specified above for the payment of principal and/or interest on this Note shall be a legal holiday, such payment shall be made on the first succeeding business day. 1 (d) All payments made hereon shall be applied first to the payment of all unpaid interest accrued hereon to the date of such payment and the 5 I balance, if any, shall be applied to the payment of principal. Interest shall thereupon cease upon the principal paid. 2. Acceleration Upon Default. At the option of Holder, the entire principal balance together with all accrued interest thereon shall immediately become due and payable upon the occurrence of any of the following (hereinafter referred to as an "Event of Default"): (a) the default in the payment of principal or interest when due pursuant to the terms hereof, which has not been cured within 30 days of the payment due date; or (b) default in the performance of any obligation or covenant of the Maker contained herein, which has not been cured within 30 days of written notice of default by Holder. 3. Prepayment Privileges. The Maker may, on any interest payment date on or after (5 years) from the date of this Note, prepay the unpaid principal amount hereof upon payment of such principal amount plus accrued interest thereon, without penalty or premium, to the date of such prepayment, provided that sixty (60) days written notice of any such prepayment shall be provided to the Holder. Any proration of accrued interest upon prepayment shall be calculated on the basis of a 365-day year. Holder may demand prepayment of all the entire outstanding principal balance due together with any accrued interest under this Note at any time, provided that sixty (60) days written notice of any such prepayment shall be provided to Maker. In such event, the principal due shall be discounted by nine tenths of a percent (0.9%) for each year remaining year(s) of the ten year Note term. Any required proration of interest shall be calculated on the basis of a 365-day year. As used herein, a year shall mean each successive twelve-month period commencing with the date this Note is issued. 4. Junior Lien and Maker's Obligation. Maker's obligation for payment of principal and interest on this Note is and shall be junior and subordinate to all outstanding public notes and notes secured by a Deed of Trust, bonds, leases or other obligations secured by revenues of the Maker, and any and all subsequent public note issues of Maker or future pledge of revenues created by Maker for the purpose of public financing the Maker's purpose or operation. 5. Waivers. Any waiver, express or implied, of any breach hereof or default hereunder shall not be considered a waiver of any subsequent breach or default. Maker waives, to the full extent permitted by law, the right to plead the statute of limitations set out in Section 337 of the California Code of Civil Procedure as defense to any demand on this Note. 6 6. Arbitration of Disputes. If a dispute arises out of or relates to this Note or the performance or breach thereof, the Maker and Holder agree first to participate in non-binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy or claim shall be settled by binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior or Appellate Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq including the right of discovery. Hearings shall be held in San Mateo, Santa Clara or San Francisco County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding and shall be enforceable by judgment of the Superior Court of the State of California. The cost of arbitration shall be borne by the non-prevailing party. The award of the arbitrator shall not include any attorneys' fees or other expert witness fees and such fees shall be borne solely by the party employing such professional services. 7. Loss or Destruction. Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note, and in the case of any such loss, theft, or destruction of this Note, upon delivery of an indemnity bond by the Holder hereof in such reasonable amount as Maker may determine, or, in the case of any such mutilation, upon surrender and cancellation of this Note, Maker will execute and deliver, in lieu thereof, a replacement note of like form, substance and effect. 8. Jurisdiction. This Note shall be governed by and construed in accordance with the laws of the State of California. 9. Severance. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 10. Modification. No provision of this Note may be waived, modified or discharged other than by an agreement in writing signed by the party against whom enforcement of such waiver, modification or discharge is sought. 11. Pledee and Assignment. Holder may sell, assign, transfer, pledge and hypothecate this Note in its entirety by providing prior written notification to Maker. 7 12. Notice. Any notice required or permitted in connection with this Note will be in writing and will be given to Holder at the address set out above, and to Maker at the following address: Midpeninsula Regional Open Space District, 330 Distel Circle, Los Altos, Ca 94022, by personal delivery, facsimile transmission, or registered or certified mail first class United States mail, return receipt requested. IN WITNESS WHEREOF, the undersigned has executed and delivered this Note as of the date and year first above written. MAKER: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, A Public District Director Director Date: Date: Director Director Date: Date: Director Director Date: Date: Director Date: 8 DO NOT DESTROY THIS ORIGINAL NOTE: This original note must be surrendered to the Midpeninsula Regional Open Space District before the final principal payment will be made. UNSECURED PROMISSORY NOTE Principal Amount Date of Note Los Altos, California FOR VALUE RECEIVED, the undersigned, MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a California Public District ("Maker"), does hereby promise to pay Gabrielle M. Miller, a married woman as her sole and separate property, for order at 1631 E. 31" Street, Oakland, CA 94602 ("Holder"), in lawful money of the United States of America, the principal sum of One Hundred and Eighty Thousand and No/100 Dollars ($180,000.00) which sum shall bear no interest. 1. Maturity Date. One installment payment of interest free principle shall be due, payable and credited after January 1, 2002, but no later than January 9, 2002. 2. Junior Lien. The obligation of Maker to Holder for payment of principal and interest on this Note hereunder is and shall be junior and subordinate to all outstanding public notes, bonds, leases or other obligations secured by revenues of the Maker, and any and all subsequent public note issues of Maker or future pledge of revenues created by Maker for the purpose of public financing the Maker's purpose or operation. 3. Acceleration Upon Default. At the option of Holder, the entire principal balance shall immediately become due and payable upon the occurrence of any of the following (hereinafter referred to as an "Event of Default"): (a) the default in the payment of principal when due pursuant to the terms hereof; or (b) default in the performance of any obligation or covenant of the Maker contained herein. 4. Loss or Destruction. Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note, and in the case of any such loss, theft, or destruction of this Note, upon delivery of an indemnity bond by the Holder hereof in such reasonable amount as Maker may determine, or, in the case of any such mutilation, upon surrender and cancellation of this Note, 9 Maker will execute and deliver, in lieu thereof, a replacement note of like form, substance and effect. 5. Law. This Note shall be governed by and construed in accordance with the laws of the State of California. 6, Severance. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 7. Waiver. Any waiver, express or implied, of any breach hereof or default hereunder shall not be considered a waiver of any subsequent breach or default. 8. Section Headings. Section headings are solely for the convenience of the parties and are not a part of this Note. 9. Modification. No provision of this Note may be waived, modified or discharged other than by an agreement in writing signed by the party against whom enforcement of such waiver, modification or discharge is sought. 10. Assignment. Holder may assign this Note upon obtaining the prior written consent of Maker, which consent will not be unreasonably withheld. 11. Notic . Any notice required or permitted in connection with this Note will be in writing and will be given to Holder at the address set out above, and to Maker at the following address: Midpeninsula Regional Open Space District, 330 Distel Circle, Los Altos, Ca 94022, by personal delivery, facsimile transmission, or registered or certified mail first class United States mail, return receipt requested. 10 j IN WITNESS WHEREOF, the undersigned has executed and delivered this Note as of the date and year first above written. MAKER: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, A Public District Director Director Date: Date: Director Director Date: Date: Director Director Date: Date: Director Date: I1 DO NOT DESTROY THIS ORIGINAL NOTE: This original note must be surrendered to the Midpeninsula Regional Open Space District before the final principal payment will be made. UNSECURED PROMISSORY NOTE Principal Amount Date of Note Los Altos, California FOR VALUE RECEIVED, the undersigned, MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a California Public District ("Maker"), does hereby promise to pay Owen S. McKannay, a married man as his sole and separate property, for order at 1523 NE. 63rd Street, Seattle, WA 98105 ("Holder"), in lawful money of the United States of America, the principal sum of Two Hundred and Forty Thousand and No/100 Dollars ($240,000.00) which sum shall bear no interest. 1. Maturity Date. One installment payment of interest free principle shall be due, payable and credited after January 1, 2002, but no later than January 9, 2002. In case any date specified above for the payment of principal on this Note shall be a legal holiday, such payment shall be made on the first succeeding business day. 2. Junior Lien. The obligation of Maker to Holder for payment of principal and interest on this Note hereunder is and shall be junior and subordinate to all outstanding public notes, bonds, leases or other obligations secured by revenues of the Maker, and any and all subsequent public note issues of Maker or future pledge of revenues created by Maker for the purpose of public financing the Maker's purpose or operation. 3. Acceleration Upon Default. At the option of Holder, the entire principal balance shall immediately become due and payable upon the occurrence of any of the following (hereinafter referred to as an "Event of Default"): (a) the default in the payment of principal when due pursuant to the terms hereof; or (b) default in the performance of any obligation or covenant of the Maker contained herein. 12 4. Loss or Destruction. Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note, and in the case of any such loss, theft, or destruction of this Note, upon delivery of an indemnity bond by the Holder hereof in such reasonable amount as Maker may determine, or, in the case of any such mutilation, upon surrender and cancellation of this Note, Maker will execute and deliver, in lieu thereof, a replacement note of like form, substance and effect. 5. Law. This Note shall be governed by and construed in accordance with the laws of the State of California. 6. Severance. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 7. Waiver. Any waiver, express or implied, of any breach hereof or default hereunder shall not be considered a waiver of any subsequent breach or default. 8. Section Headings. Section headings are solely for the convenience of the parties and are not a part of this Note. 9. Modification. No provision of this Note may be waived, modified or discharged other than by an agreement in writing signed by the party against whom enforcement of such waiver, modification or discharge is sought. 10. Assignment. Holder may assign this Note upon obtaining the prior written consent of Maker, which consent will not be unreasonably withheld. 11. Notice. Any notice required or permitted in connection with this Note will be in writing and will be given to Holder at the address set out above, and to Maker at the following address: Midpeninsula Regional Open Space District, 330 Distel Circle, Los Altos, Ca 94022, by personal delivery, facsimile transmission, or registered or certified mail first class United States mail, return receipt requested. 13 Ilk 0.4 IN WITNESS WHEREOF, the undersigned has executed and delivered this Note as of the date and year first above written. MAKER: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, A Public District Director Director Date: Date: Director Director Date: Date: Director Director Date: Date: Director Date: 14