Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My Public Portal
About
Resolution - 02-40- 20021113 - Cummings Purchase
RESOLUTION NO. 0240 RESOLUTION OF THE BOARD OF DIRECTORS OF M[IDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT, AUTHORIZING OFFICER TO EXECUTE CERTIFICATES OF ACCEPTANCE OF GRANT DEED, QUITCLAIM DEED TO DISTRICT, EXECUTE GRANT DEED, QUITCLAIM DEED AND GRANT OF RIGHT OF FIRST OFFER AND RIGHT OF FIRST REFUSAL AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (SKYLINE RIDGE OPEN SPACE PRESERVE—LANDS OF CUMMINGS) The Board of Directors of M[idpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of M[idpeninsula Regional Open Space District does hereby accept the offer contained in that certain Purchase Agreement between Celia Cummings, Trustee of the Celia Cummings Revocable Trust dated January 1, 1990 and Nfidpeninsula 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 on behalf of the District. Section Two. The President of the Board of Directors, or other appropriate officer, is authorized to execute Certificates of Acceptance for the Grant Deed and Quitclaim Deed on behalf of the District. Section Three. The President of the Board of Directors, or other appropriate officer, is authorized to execute the Grant Deed and Quitclaim Deed conveying title to the Retained Home Site to Celia Cummings. Section Four. The President of the Board of Directors, or other appropriate officer, is authorized to execute the Grant of Right of First Offer and Right of First Refusal and the attendant Certificate of Acceptance on behalf of the District. Section Five. The General Manager of the District is authorized to execute the"Big Dipper Ranch"Driveway Maintenance Agreement and the Skyline Ridge Open Space Preserve Big Dipper Ranch Irrevocable Permit. Section Six. 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 other transactional documents which do not involve any material change to any term of the Agreement or other transactional documents, which are necessary or appropriate to the closing or implementation of this transaction. Section Seven. The General Manager of the District is authorized to expend up to $40,000 to cover the cost of title insurance, escrow fees, survey costs and other miscellaneous costs related to this transaction. Section Eight. It is intended, reasonably expected, and hereby authorized that the District's general fund will be reimbursed in the amount of$3,024,000 from the proceeds of the next long- term District note issue. This Section of this Resolution is adopted by the Board of Directors of Midpeninsula Regional Open Space District solely for purposes of establishing compliance with the requirements of Section 1.103-18 of the Treasury Regulations. The reimbursement of this payment expenditure is consistent with the District's budgetary and financial circumstances. There are no funds or sources of moneys of the District that have been, or are reasonably expected to be, reserved or allocated on a long-term basis, or otherwise set aside to pay the costs of this open space land acquisition project which are to be paid or reimbursed out of proceeds of indebtedness to be issued by the District. The Board of Directors hereby declares the District's official intent to use proceeds of indebtedness to reimburse itself for this open space land acquisition project expenditure. RESOLUTION NO. 02-40 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on November 13, 2002, at a Regular Meeting thereof, by the following vote: AYES: D. L%ttee, P. S.Lemen.6, N. Hanko, K. Nitz, J. Cyh, L. Hazzett, M. Davey NOES: none ABSTAIN: none ABSENT: none AZTF$r: APPROVED: Secreta President Boar of Directors Board of Directors I, 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 lerk PURCHASE AGREEMENT This Purchase Agreement(hereafter"Agreement")is made and entered into by and between CELIA CUM]MIINGS, Trustee of the Celia Cummings Revocable Trust dated January 1, 1990 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 an undivided 45.78% interest in certain real property consisting of approximately 767.9 acres which has open space and recreational value, located within an unincorporated area of the County of San Mateo, and being more particularly described within the body of this Agreement, hereinafter referred to as the"Entire Property"; and WHEREAS, District was formed by voter initiative to solicit and receive conveyances of real property by purchase, exchange, or gift, for public park, recreation, scenic and open space purposes; and WHEREAS, District currently owns an undivided 54.22%interest in the Entire Property and District desires to purchase Seller's remaining undivided 45.78% interest in the Entire Property for open space preservation and as part of the ecological, recreational, and aesthetic resources of the midpeninsula area; and WHEREAS, Seller states that she has held her interest in the Entire Property in productive use in accordance with Section 103 1(a)(1) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder(hereinafter, the Code); and WHEREAS, Seller desires to own and hold in productive use in accordance with Section 103 1(a)(I) of the Code, as amended, an undivided 100% in a portion of the Entire Property together with all improvements thereon, which portion contains approximately 16 acres located on a portion of San Mateo County Assessor's Parcel Number 080-380-020, subject to a Right of First Offer and a Right of First Refusal in favor of District, said 16-acre area hereinafter referred to as the "Retained Home Site" as further described in the body of this Agreement; and WHEREAS, Seller wishes to exchange, sell and convey all of Seller's fight, title and interest in the remaining portion of the Entire Property, hereinafter described as the"Subject Property," so that District owns an undivided 100% fee interest in said "Subject Property," and Seller desires to acquire by simultaneous exchange in accordance with Section 1031 of the Code all of District's right, title, and interest to the Retained Home Site, subject, however, to a Right of First Offer and Right of First Refusal to the Retained Home Site in favor of District, and District wishes to exchange, purchase and convey said property rights upon the terms and conditions set forth herein. Purchase Agreement Page 2 AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows: I Purchase and Sale. A. Property Interests. Seller agrees to sell to District and District agrees to purchase from Seller, Seller's undivided 45.78% fee interest in the Entire Property located within an unincorporated area of the County of San Mateo, State of California, containing approximately seven hundred sixty seven and nine hundredths (767.9) acres, more or less, and commonly referred to as San Mateo County Assessor's Parcel Numbers 080-110-010, 080-370-020 and 080-380-020, excepting the Retained Home Site as described in Section 1.13 below. District agrees to sell to Seller and Seller agrees to purchase from District, District's undivided 54.22% fee interest in the Retained Home Site as further described in Section 1.13 below. The Entire Property is further described in the legal description attached to Preliminary Report Number 277619 from Old Republic Title Company. A copy of said Preliminary Report is attached hereto as Exhibit "A," and incorporated herein by this reference. All of said real property and appurtenances being acquired by District (that is, the Entire Property excepting the Retained Home Site) shall hereinafter be called the"Subject Property." The Subject Property interests are to be conveyed together with any easements, fights of way, or fights of use which may be appurtenant or attributable to the aforesaid lands, and any and all improvements attached or affixed thereto. All of the real property being acquired by Seller pursuant to this Agreement shall be called the "Retained Home Site." The Retained Home Site shall be conveyed with the appurtenant easements set out in Section 1.13 herein. In accordance with Section I.C. of this Agreement, a legal description of the Retained Home Site and easements appurtenant thereto shall be inserted into the Grant Deed and Quitclaim Deed of the Retained Home Site and the Grant of Right of First Offer and Right of First Refusal prior to the"Closing," as defined in Section 3 herein. B. Retained Home Site. Seller shall acquire from District its undivided 54.22% fee interest in the residentially improved portion of San Mateo County Assessor's Parcel Number 080-380- 020, consisting of approximately 16 acres together with all improvements situated thereon, as shown on the map labeled Exhibit"B," as attached hereto and incorporated herein by this reference. Seller and District understand and agree that a condition precedent to District's obligation to close escrow and complete the transactions contemplated by this Agreement is the completion of a survey and legal description of the Retained Home Site and appurtenant easements as further provided in Section LC below. The area of the Retained Home Site shall include the existing cabin residence, caretaker's residence, garages, and all miscellaneous improvements situated thereon and pasture area. The Retained Home Site shall be conveyed together with a 20 foot wide non-exclusive easement appurtenant for ingress and egress located upon and along the existing unpaved access road which passes over the Subject Property and which then connects to Alpine Road (the"Access Easement") together with an easement appurtenant for public utilities located upon and along the existing location and of the same width as the line of poles and wires currently serving the Retained Home Site(the "Public Utility Easement"), and an easement appurtenant for use, operation, maintenance, and repair of the existing domestic water system and replacement thereof at its present location serving the Retained Home Site (the"Water Easement"). The Retained Home Site shall be subject to a restriction that the two areas entitled"Protective Strip" as shown on Exhibit B shall remain in their natural condition in Purchase Agreement Page 3 perpetuity. Additionally, District shall issue to Seller an Irrevocable Permit for pedestrian and equestrian access upon the existing roads and trails on the Subject Property in the form and subject to the terms and conditions set out in Exhibit"C" as attached to this Agreement which is incorporated herein by this reference. The Subject Property shall be conveyed to District together with a non- exclusive easement 12 feet in width along the travelled portion of the currently existing road over and across the Retained Home Site for ingress and egress over the"Patrol Road" in the location indicated on Exhibit B, for District patrol, emergency access, maintenance, and repair of adjoining and surrounding District lands(the District Access and Patrol Easement"). The actual roadway of said Access Easement and the District Access and Patrol Easement shall be maintained by District in accordance with the"Big Dipper Ranch" Driveway Maintenance Agreement attached hereto as Exhibit D and incorporated herein by this reference. C. Survey and Revised Legal Descriptions as Condition of Closing. Prior to the "Closing," as further described in Section 3 below, Seller and District agree that a survey and legal description of the Retained Home Site, Access Easement, Public Utility Easement, Water Easement and District Access and Patrol Easement as shown on Exhibit "B" shall be completed (a"Map" prepared by the Surveyor and to be recorded with the Deeds showing the approximate location of the Public Utility Easement and Water Easement shall be an acceptable alternative to a metes and bounds legal description of their location). Seller shall hire the firm of Rick Skierka, Licensed Land Surveyor, P. O. Box 620182, Woodside, CA 94062, (650) 851-1236; or other licensed land surveyor acceptable to the parties hereto (hereinafter the"Surveyor"), to perform the survey, prepare a legal description and Map of the Retained Home Site and all of said easements. All costs and expenses incurred by Seller in obtaining the survey, legal description and Map by the Surveyor shall be reimbursed to Seller by District upon receipt by District of adequate documentation that such expenses have been incurred and paid.. The purpose of the survey shall be to locate and prepare an accurate legal description and Map of the easements and of the Retained Home Site which shall contain approximately 16 acres. Prior to Closing, the legal description of the Entire Property shall be revised and attached to the Grant and Quitclaim Deeds recorded in connection with this Agreement to except the legal description of the Retained Home Site and shall reflect the granting of the Access Easement, the Public Utility Easement and the Water Easement to the Retained Home Site, the granting of the District Patrol and Access Easement and the restriction upon the two Protective Strips set out in Section I.B. Seller acknowledges and agrees that the legal description of the Retained Home Site shall be prepared so that District retains fee ownership of the land underlying the Access Easement, Public Utility Easement, and Water Easement to the Retained Home Site, and of the land over which the historic, unpaved Page Mill Road passes, except where it crosses the Retained Home Site, all as shown on Exhibit B. D. Right of First Offer and First Refusal. As part of the consideration for this Agreement, Seller and District agree that the Seller's Retained Home Site and easements appurtenant, as described in Sections 1.11 and LC above, shall be subject to a Grant of Right of First Offer and Right of First Refusal in the form of Exhibit "E," as attached hereto and incorporated herein by this reference. 2. Purchase Price. For the purposes of reaching agreement and calculating the Purchase Price for the parties' respective property interests which are the subject of this Purchase Agreement, the parties have agreed that the price of each acre shall be $9,000.00 for the Entire Property, for a total of$6,911,100.00. Accordingly, the price of Seller's 45.78% interest in the Entire Property is $3,163,900, and the price of District's 54.22% interest in the Entire Property is $3,747,200. From this, Purchase Agreement Page 4 the parties have determined that the price of Seller's interest in the Subject Property is $3,102,100 and the price of the District's interest in the Subject Property is $3,674,000. Correspondingly, the price of Seller's interest in the Retained Home Site is $65,900 and the price of the District's interest in the Retained Home Site is $78,100. Because the parties hereto acknowledge that Seller wishes to effectuate the transaction contemplated by this Purchase Agreement as a simultaneous like-kind exchange in accordance with Section 1031 of the Code, at the"Closing" as defined in Section 3 hereof the simultaneous exchange of interest between Seller and District and the payment of additional consideration from District to Seller will be structured and conducted as follows: Seller(as tenant in common with District) will exchange with District in a simultaneous exchange her interests in the Subject Property having a price of$78,100 for District's interests in the Retained Home Site which have a price of$78,100, the consequence of which is to provide Seller with 100% ownership in the Retained Home Site. The District will pay to Seller in cash the sum of$3,024,000 for Seller's remaining interest in the Subject Property, which represents the difference between that portion of the Subject Property exchanged by Seller pursuant to the previous paragraph and the balance of the price of Seller's interest in the Subject Property. Consequently, District will have 100% ownership in the Subject Property. The consideration for the irrevocable offer of$10,000 paid by District pursuant to Section 12herein shall be applied against the Purchase Price of the Subject Property. 3. Escrow. Promptly upon execution of this Agreement by the parties, in accordance with Section 12 herein, an escrow shall be opened at Old Republic Title Company, 601 Allerton Street, Redwood City, CA 94063 (650) 365-8080 (Escrow number 277619) 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. The time provided for in the escrow for the close thereof shall be January 10, 2003; 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 San Mateo 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. Purchase Agreement Page 5 C. Seller shall deposit into the escrow on or before the Closing: (i) An executed and recordable Grant Deed and a Quitclaim Deed, granting to District all of the Seller's undivided 45.78 % fee interest and any and all other right, title, and interest of Seller in the Subject Property; and (ii) An executed and recordable Grant of Right of First Offer and Right of First Refusal in the form of said Exhibit"C." (iii) An executed and recordable Grant Deed granting to District the District Patrol and Access Easement over the Retained Home Site as described in Section I.B. of this Agreement. D. District shall deposit into the escrow, on or before the Closing: (i) An executed and recordable Grant Deed and Quitclaim Deed granting to Seller District's 54.22% fee interest in the Retained Home Site and granting the easements described in Section LB of the Agreement, (ii) The required Certificates of Acceptance for the Grant Deeds and Quitclaim Deed and Grant of Right of First Offer and Right of First Refusal, duly executed by District and to be dated as of the Closing; and (iii) District's check payable to Escrow Holder in the amount of the Purchase Price as defined in Section 2 above less the $10,000.00 paid into escrow in accordance with Section 12 of this Agreement. E. District and Seller agree and acknowledge that the documents deposited into Escrow as described in Sections 3.0 and 3.13 above shall be recorded in the following order: 1) Grant and Quitclaim Deed conveyed from Seller to District, 2) Grant Deed and Quitclaim Deed covering the Retained Home Site and easements conveyed by District to Seller, 3)Deed conveying the District Access and Patrol Easement conveyed by Seller to District over the Retained Home Site, and 4) Grant of Right of First Offer and Right of First Refusal. F. District shall pay the escrow fees, the CLTA Standard Policy of Title Insurance, if required by District, and all recording costs and fees. 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 San Mateo County. In the event Seller desires a Policy of Title Insurance on the Retained Home Site, the cost of same shall be borne by Seller, 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. G. Seller shall cause Old Republic Title Company, or other title company acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of the Purchase Price for the Subject Property showing title to the Property vested in fee simple in District, subject only to: (i) Purchase Agreement Page 6 current real property taxes, (ii) title exceptions 5, 6, 7, 8, 9, 10, and 11 as listed in said Preliminary Report (Exhibit'W'); and (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, H. 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 Deeds and Quitclaim Deeds and attendant Certificates of Acceptance to be recorded in the Office of the County Recorder of San Mateo 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 for the full Purchase Price of the Subject Property(less Seller's portion of the expenses described in Section 3fl, and to District or Seller, as the case may be, all other 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. 4. 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 fights 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. S. Leases or Occupancy of Premises. Seller warrants that there exist no other oral or written leases or rental agreements affecting all or any portion of the Subject Property being acquired by District except those oral or written leases disclosed to District by Seller in writing within 10 days of execution of this Agreement by Seller. As to any such leases, within 20 days of the execution of this Agreement by Seller, Seller shall provide a Tenant Estoppel Certificate in the form set out in Exhibit"F" hereto, executed by each tenant. 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 undisclosed lease or rental agreement of the Subject Property being acquired by District. Seller understands and agrees that the provisions of this paragraph shall survive the close of escrow and recordation of any Grant or Quitclaim Deeds. 6. Seller's Representations and Warranties. For the purpose of consummating the sale and purchase of the Subject Property in accordance herewith, Seller makes the following representations 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 fight, power and authority to enter into this Agreement and to perform the transactions contemplated hereunder. Purchase Agreement Page 7 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. 7. Integrity of Property. Except as otherwise provided herein or by express written permission granted by District, Seller shall not, between the time of Seller's execution hereof and the close of escrow, cause or allow any physical changes on the Subject Property. Such changes shall include but not be limited to grading, excavating or other earthmoving activities, cutting or removing trees, shrubs, brush, or other vegetation, and damaging or demolition of improvements or structures on the Subject Property. 8. Hazardous Waste. 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, toxicity, reactivity, corrosiveness, or carcinogenicity. The term "Hazardous Waste" also includes without limitation, polychlorinated biphenyls, benzene, asbestos, petroleum, petroleum by-products, gas, gas liquids, and lead. The term "Environmental Law" as used herein includes, without limitation, the Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 el seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 el seq.). B. 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, each of which is material and is being relied upon by District: (i) To Seller's knowledge the Subject Property does not contain and has not previously contained any Hazardous Waste or underground storage tanks, and no Hazardous Waste has been or is being used, manufactured, handled, generated, stored, treated, discharged, present, buried or disposed of on, under or about the Subject Property, or transported to or from the Subject Property, nor has Seller undertaken, permitted, authorized or suffered any of the foregoing; and (ii) Seller has not received any notice and Seller has no actual knowledge that any private person or governmental authority or administrative agency or any employee or agent thereof has determined, alleged or commenced or threatened to commence any litigation, or other proceedings, to determine that there is a presence, release, threat of release, placement on, under or about the Subject Property, or the use, manufacture, handling, generation, storage, treatment, discharge, burial or disposal on, under or about the Subject Property, or the transportation to or from the Subject Property, of any Purchase Agreement Page 8 Hazardous Waste, nor has Seller received any communication from any such person or governmental agency or authority concerning any such matters. C. Indemnit . Seller shall indemnify, defend and hold harmless District from and against and all claims, liabilities, losses, damages, and costs incurred or suffered by District, including without limitation, attorney, engineering and other professional or expert fees, to the extent arising from any breach of the warranties or representations contained herein. 9. Waiver of Statutory Compensation. Seller and District understand and agree that Seller may be entitled to receive certain benefits including the"Fair Market Value" of the Subject 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 el seq.), and the California Relocation Assistance Act, Government Code Section 7260 el seq. Seller hereby waives any and all existing and/or future claims or rights Seller may have to the"Fair Market Value" of said Subject Property, as provided for by said Federal Law and any similar California Law. 10. Miscellaneous Provisions. A. Access for Investigations. From the date Seller delivers an executed copy of this Agreement to District and until the Closing, District and District's agents, lender, contractors, engineers, consultants, employees, subcontractors and other representatives (the"District Parties")may, upon the giving of reasonable advance written notice to Seller, enter upon the Entire Property except for building interiors, for the purpose of inspecting, testing and evaluating the same; provided, however, that District may not perform any work on the Entire Property without Seller's prior written consent, which shall not be unreasonably withheld or delayed and further provided that District shall give Seller 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 attorney's fees and costs), liabilities, damages, and liens caused by the activities of District Parties while upon the Entire 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 Substance or other pre-existing adverse conditions pursuant to its inspections, testing or evaluation; provided, however, that District acknowledges that it currently holds a 54.22% interest in the Entire Property. District's inspections shall be at District's sole expense. District shall repair any damage to the Entire Property that may be caused by the District Parties while on the Entire Property performing its inspections. B. 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 fights and duties of the parties, Purchase Agreement Page 9 C. Amendment and Waive . The parties hereto may by mutual written agreement amend this Agreement in any respect, Any party hereto may in writing: (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 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. 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 property as permitted by law; provided, however that the District shall not take title to any third 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. D. 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 fights, 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 fight, power or remedy available to such party. E. 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: Seller: Celia Cummings P. 0. Box 622 St. Helena, CA 94574 (707) 963-5224 Copy to: Herman H. Fitzgerald, Esq. 345 Lorton Avenue, Suite 302 Burlingame, CA 94010 (650) 348-5195 FAX (650) 348-3518 Purchase Agreement Page 10 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. F. 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 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. G. 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. H. 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. I. 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. J. Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. Purchase Agreement Page 11 K. 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 representations and warranties by either party to the other, shall survive the Closing and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. L. 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. M. Further Documents and Acts. Each of the parties hereto agrees to execute and deliver such further documents and timely 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. N. Bindiniz 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. O. motions. 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 Agreement, nor as evidence of the intention of the parties hereto. P. Pronoun References. In this Agreement, if it is 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. 11. Like Kind Exchange. The parties hereto acknowledge that Seller wishes to effectuate the transaction contemplated by this Purchase Agreement as a simultaneous like-kind exchange in accordance with Section 1031 of the Code, and the regulations thereunder. At Seller's request and at no cost to District, District agrees to take all actions reasonable requested by Seller in order to effectuate all or any part of the transactions contemplated by this Purchase Agreement, as to Seller, as a like-kind exchange in accordance with said Section 1031 of the Code. 12. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before November 4, 2002, District shall have until midnight November 13, 2002 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 Agreement by District. Upon execution of this Agreement by Seller and as consideration for said irrevocable offer, District will deposit into escrow the sum of Ten Thousand Dollars and No/100 ($10,000.00) made payable to Escrow Holder, which shall be applied to the Purchase Price as set forth in Section 2 hereof. Purchase Agreement Page 12 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. 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: IMIDPENINSULA REGIONAL OPEN l SPACE DISTRICT CELIA CUMMINGS, Tru ee of the Celia Cummings Revocable Trust APPROVED AS TO FORM: dated January 19, 1990 Dated: Susan N1. Schectman, General Counsel NDED F R APPROVAL: L. Craig Britton, General Manager APPROVED AND ACCEPTED: President, Board of Directors ATTEST: District-C rk Date: /� o OLD REPUBLIC TITLE COMPANY 601 ALLERTON STREET - REDV�aOOD CITY, CA - 94063 - (650)365-8080 , Fax: (650)364-6023 PRELIMINARY REPORT 1ST AMEND 1.5,uel for the sole use of: Our Order No. 277619 MIDPENINSULA OPEN SPACE DISTRICT Reference 330 DISTEL CIRCLE LOS ALTOS, California 94022 When Replying Please Contact: Attention: Mike Williams Tina M. Davis (650) 556-9639 Property Address: In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms. The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in Exhibit A and Exhibit A attached. 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 and exclusions are meant to provide with jp you wl notice of matters which are not covered under the terms of the title insurance policy and Xuld be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of October 27th 11999 , at 7:30 A.M. OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 7 Pageg ORT 3157-A(Rev. 1/1/95) OLD REPUBLIC TITLE COMPANY ORDER NO. 277619 1ST AMEND '-he form of policy of title insurance contemplated by this report is: a CLTA Standard Coverage - 1990, Owner's Policy; AND an ALTA Loan Policy - 1970 (Rev. 1992) with ALTA Endorsement Form I Coverage, OR, an ALTA Loan Policy - 1992 with ALTA Endorsement Form I Coverage. A specific request should be made if another form or additional coverage is desired. 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: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district as to an undivided 7/15 interest and an undivided 28.32% of 4/15 interest; CELIA CUMMINGS, Trustee of the Celia Cummings Revocable Trust under instrument dated 1-19-1990 as to an undivided 4/15 interest and a-i undivided 71.68* of 4/15 interest as tenants in common Page 2 of 7 Pages ORT 31 57-A 1 (Rev 1-1-95) OLD REPUBLIC TITLE COMPANY ORDER NO. 277619 1ST AMEND The land referred to in this Report is situated in the County of San Mateo , in the unincorporated area, State of California, and is described as follows: PARCEL ONE: All of Section 28 and the Northeast 1/4 of the Northwest 1/4 of Section 33, all in Township 7 South, Range 3 West, M.D.B. & M. PARCEL TWO: Portion of the Southeast 1/4 of Section 29, Township 7 South, Range 3 West, M.D.B. & M. being more particularly described as follows: BEGINNING at a point on the quarter section line running East and West through the center of said Section 29 where it is intersected by the centerline of the present county road known as Alpine Road; thence from said point of beginning Easterly along the said quarter section line to the quarter section corner on the line between Sections 28 and 29, Township 7 South, Range 3 West, M.D.B. & M. ; thence Southerly along said section line between Sections 28 and 29 to the section corner common to Sections 28, 29, 32 and 33; thence Westerly along the section line between Sections 29 and 32 to the center line of the present county road known as Portola State Park Road, formerly known as the Islam Shrine Road; thence Northerly along the centerline of said road and the centerline of Alpine Road to the aforementioned quarter section line running East and West through the center cf said Section 29 and the point of beginning. EXCEPTING THEREFROM the following described lands: BEGINNING at an iron pipe monument at the corner common to Sections 28, 29, 32 and 33; thence from said point of begining Westerly along the section line between Sections 29 and 32, 2090 feet more or less, to the centerline of the aforementioned county road; thence Northerly along said centerline of said county road to the point where said road is intersected by a line that is parallel to and 600 feet distant at right angles Northerly from the dividing line between Sections 29 and 32; thence Easterly along said line that is parallel to and 6C0 feet distant at right angles Northerly from the dividing line between Sections 29 and 32, 2040 feet, more or less, to the section line between Sections 28 and 29; thence Southerly along the dividing line between Sections 28 and 29 a distance of 600 feet, more or less, to the point of beginning. PARCEL THREE: All that portion of the Southeast 1/4 of the Northeast 1/4 Section 29, Township 7 South, Range 3 West, M.D.B. & M. , as lies Easterly and Southerly of the centerline of Alpine Road. PARCEL FOUR: All that portion of the Northeast 1/4 of the Northeast 1/4 of Section 29, Township 7 South, Range 3 West, M.D.B. & M. as lies Easterly of the centerlin rrfi.Y'T Page 3 of 7 Pages �*tj9� L ORT 3157-C OLD REPUBLIC TITLE COMPANY ORDER NO. 277519 1ST AMEN:? of Alpine Road. A. p.N. 085-110-010 J.P.N. 085-011-110-01 ALL A 080-370-020 080-037-370-02 ALL A, 080-38C-020 080-036-380-02 ALL A 1 Page 4 of 7 Pages QRT 3157-E OLD REPUBLIC TITLE C031PANY ORDER NO. 277619 1ST AMEND At the date hereof exceptions to coverage ;n addition to the Exceptions and Exclusions in said policy form would be as follows: 1. Taxes and assessments, general and special, for the fiscal year 1999-2000 as follows: Assessor's Parcel No. 085-110-010 Code No. 66-005 1st Installment $ 5.98 NOT Marked Paid 2nd Installment $ 5 .98 NOT Marked Paid Land $ 1,197 .00 Imp. Value $ 0 .00 P.P. Value $ 0.00 Exemption $ 0.00 Affects a portion of premises. 2 . Taxes and assessments, general and special, for the fiscal year 1999-2000 as follows: Assessor's Parcel No. 080-370-020 Code No. 66-005 1st Installment $ 11.07 NOT Marked Paid 2nd Installment $ 11.07 NOT Marked Paid Land $ 2,214 ,00 Imp. Value $ 0 .00 P.P. Value $ 0 .00 Exemption $ 0 .00 Affects a portion of premises. 3 . Taxes and assessments, general and special, for the fiscal year 1999-2000 as follows: Assessor's Parcel No. 080-380-020 Code No. 66-005 1st Installment $ 302 .97 NOT Marked Paid 2nd Installment $ 302.97 NOT Marked Paid Land $ 30, 053 .00 Imp. Value $ 30,542.00 P.P. Value $ 0 .00 Exemption $ 0 . 00 Affects the balance of premises. Page 5 of 7 Pages ORT 3157-D OLD REPUBLIC TITLE COMPANY ORDER NO. 277619 1ST AMEND 4 . The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq. , of the Revenue and Taxation Code of the State of California. 5. Any easement for water course over that portion of said land lying within the banks of Peters Creek. 6. Rights of the public, County and/or City, in and to that portion of said land lying within the lines of Alpine Road and Portola State Park Road, formerly known as the Islam Shrine Road. . 7. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument Deed Granted to the County of San Mateo For public highway 40 feet in width Recorded June 2nd, 1902 in Book 98 of Deeds, Page 23 Affects portions of premises lying within Alpine Road S. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument Deed Granted to Pacific Gas and Electric Company, a corporation For line of poles and wires Recorded January 20th, 1931 in Book 515 of Official Records, Page 22 Affects portions of Parcels One and Three 9. Agreement for Land Conservation Executed by Gerald Clark Gray etal and Between the COUNTY OF SAN MATEO, a political subdivision of the State of California On the terms, covenants and conditions contained therein, Dated March 3rd, 1967 Recorded May 16th, 1967 in Book 5307 of official Records, Page 279 10 . A License For Diversion and use of water: Granted To Patricia Gray By The State of California - Department of Public Division of Water Resources Dated May 14, 1951 Filed March 6, 1952 Document No. : 92044-J Records of San Mateo County, California, for the diversion of water of three unnamed streams, being tributaries of Peters Creek for the -purpose of irrigation, domestic and stock watering uses. Page 6 of 7 Pages page '--r;14 ORT 3157-E OLD REPUBLIC TITLE COMPANY ORDER NO. 277619 1ST AMEND 11. hatters as contained or referred to in an instrument Entitled Certification of Completion - Midpeninsula Preserves 1995 Executed by: Resolution of the Board of Directors of the Midpeninsula Regional Open Space District Annexing certain property to the Midpeninsula Regional Open Space District (Midpeninsula Preserves 1995-Skyline Area) Recorded December Gth, 1995 in Official Records under Recorder's Serial Number 95131789 12 . Terms and conditions contained in the Celia Cummings Revocable Trust under instrument dated January 19, 1990, as disclosed by instrument recorded July 19, 1995 in Official Records, under Recorder's Serial Number 95073419 and the requirement that a Certification of Trustee he furnished in accordance with Probate Code Section 18100 .5 . NOTE: Should a Certification not be available, Old Republic Title Company will require a complete copy of the trust instrument (s) be furnished for review and possible recording. 13. The requirement that satisfactory evidence be furnished to this Company of compliance with applicable statutes, ordinances and charters governing the ownership and disposition of the herein described land. -------------------- Informational Notes -------------------- 1. NOTE: According to the public records, there have been no deeds conveying the property described in this report recorded within a period of two years prior to the date hereof except as follows: NONE 2 . Short term rate does not apply. 3 . The San Mateo County Tax Rolls show the owner's address as being: P.O. Box 622, St. Helena, CA 94574 . 4. An amendment has been made to the fol-lowing:To add item 9. JLT/jaf/jlt CC: 3 M:DPENINSULA OPEN SPACE DISTRICT, 330 D:S-.EL CIRCLE, LOS ALTOS, CA 94022, Attn: Mike Williams Page 7 of 7 Pages ORT 3157-E OLD REPUBLIC TITLE COMPANY ORDER NO. 27761.9 1ST AMEND i I t Page 8 of 7 Pages k ORT 3157-E I EXHIBIT A ' CALIFORNIA LAND TITLE ASSOCIATION HOMEOWNER'S POLICY OF TITLE INSURANCE-1998 EXCLUSIONS In addition to the Exceptions in Schedule B,You are not insured against loss,costs, attorneys'fees,and expenses resulting from: 1. Governmental policy power,and the existence or violation of any law or government regulation. This includes ordinances, laws and regulations concerning: a. building b. zoning j C. land use d. improvements on the land e. land division f. environmental protection This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement 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 Polic. 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. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A;and b. in streets, alleys,or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 18. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1990 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 to(i)the occupancy, use, or en;oyment of the land; (ii)the character, dimensions or location of any improvement now or hereafter erected on the 1 land; (iii)a separation in ownership or a change in the dimensions of 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 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 Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy. (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; (e) or resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4 Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land is situated. 5. invalidity or unenforceability of the lien of the insured mortgage, or claim thereof,which arises out of the transaction evidenced by the insured mortgage and is based u?on 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 or interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws. In addition to the Exclusions,you are not insured against loss,costs,attorneys'fees, and expenses resulting from: 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 I records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings,whether or not sho4vn by the records of such agency or by the pu blic blic 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 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,sh ortage in area, encroachments,or any other facts which a correct survey would disclose,and which ark not shown by the public records. t ORT 3157-F (Rev 6-22-98) (Continued on next pale) � 01 Y:n s _.,..-.ter. EXHIBIT A(Continued) 5.(a)Unpatented mining claims; (b)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights,daims or title to water,whether or not the matters excepted under(a), (b)or(c)are shown by the public records. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY-1992 SCHEDULE OF EXCLUSIONS FROM COVERAGE 1. (a) Any law,ordinance or governmental regulation(including but not limited to building and zoning laws, ordinances,orregulations)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;(iii)a separation in ownership ur a change in thedimensions 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 anyvioiation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or anotice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in thepublic 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 ofa defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records atDate 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 notexcluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser forvaiue 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 and not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant became an insured hereunder; (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 laws. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-1970(Rev.1992) WITH A.L.T.A.ENDORSEMENT FORM 1 COVERAGE SCHEDULE OF EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy: 1. Any law,ordinance or governmental regulation(including but not limited to building and zoning ordinances)restricting or regulating or prohibiting the occupancy , use or enjoyment of land, or regulating the character, dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separation in ownership or a reduction in the dimensions or area of the land,or the effect of any violation of any such law,ordinance or governmental regulation. 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the public records at Date of Policy. 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 and not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy or acquired the insured mortgage and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant became an insured hereunder; (c)resulting in no loss or damage to the insured claimant;(d) attaching or created subsequent to Date of Policy (except to the extent insurance is afforded herein as to any statutory lien for labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy). 4. Unenforceability of the lien of the insured mortgage because of failure of the insured at Date of Policy or of any subsequent owner of the indebtedness to comply with applicable"doing business laws"of the state in which the land is situated. 5. Any claim,which arises out of the transaction creating the interest of the mortgage insured by this policy, by reason of the operation of federal bankruptcy, state insolvency,or similar creditors'rights laws,that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer;or 00 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. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-1992 WITH A.L.TA. ENDORSEMENT FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE The following matters are expressiy 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 and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to 0)the occupancy, use or enjoyment of the land;(ii)the character, dimensions or location of any improvement now or hereafter erected # t land or n v on the land; (iii) a separation in ownership or a change in the dimensions or area o he any parcel of which the land is or was a part; or ( J v regulations, enforcement environmental protection, or the effect of violation of these laws, ordinances or governmentalexcept to the extent that a notice of the 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 a notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens,encumbrances,adverse claims or other matters: (a) 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; (Continued on next page) ©RT 3157-G (Rev 6-22.98) $ e fag I . EXHIBIT A(Continued) C. resulting in no loss or damage to the insured claimant; c, attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of theinsured mortgage over any statutory lien for services,labor or material or the extent insurance is afforded herein as toassessments for street improvements under construction or completed at date of policy);or e. resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness,to comply with 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 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 mortgage insured by this policy, by reason of the operation of federal bankruptcy, state insolvency,or similar creditors'rights laws,that is based on: (i) 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. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY-1987 EXCLUSIONS In addition to the exceptions in Schedule 8,you are not insured against loss,costs,attorneys'fees and expenses resulting from: 1. Govermental police power, and the existence or violation of any law or governmental 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 violation>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 to the Policy Date and is binding on you if you bought the land without knowing of the taking. 3. Title Risks: that are created, allowed,or agreed to by you that are known to you,but not to us,on the Policy Date-unless they appear 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 Title 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. ORT 3157-1 (Rev 6.22-98) Notice: This is neither a plat nor a survey. It is furnished merely as a convenience to aid you in locating _ 6difat6d fiieteoi 'Wittl`t erence to streets and 1-800-345-7334 11 21 3 a s other nd. NMIb1f1jtMftme4 by reason of any, BK. 80 PG. 38 s m. 32 33 x,a. „rr' :o __ , ; r \ 33 1 34'" O a O ` ,+n TAX`DO AREA ,.+r n r- Soo, q I Jc11T e,IT „xr U � A � `r ;c> PFN. PARCEL / 3p _ .O' r I IS l? 3w 110 �g�s.m : a'z nxa• a U PARCEL t O !� /A / O � 1 , O Q j U � N Q ti 32 33 • % s 33 34 L CL _ 5 4 � ♦33ESSOR•SL A/AP COON/Y OF SAM MATED G. PAGE 7 �-_�4 3 _ __ ___ ''04 Notice: This is neither a plat nor a survey. It is furnished merely as a convenience to aid you in locating the land indicated hereon with reference to streets and other land. No liability is assumed by reason of any reliance hereon. TAX CODE AREA NtlV/M01.' 28 RM.29-p PQ PAReE[A O � PARCEL.B V `\ 29 26• _' 't 28 27 ,JINN 0 0 Il 4o M CO 5 U 29 28 s swat .�� 2S 27 t Y 72 1 33 """� h/ 33 34 rn OPARCEL MAP VOL- 29/49-50 Q O O D.Y. ASSESSOR'S MAP COUNTY OF SAN MArio,CAUR LA HONDA-PESCADERO UNIFIED SCHOOL. DISMIC�.Q_�s O) f --- — -- --- - -- - U a Notice: This is neither a plat nor a survey. It is furnished merely as a convenience to aid you in locating the land indicated hereon with reference to streets and other land. No liability is assumed by reason of any, reliance hereon. TAX CODE AREA .................. 38 / r_ ---- ------ R, fie. ue•trrra, .s.rr PARCEL I '! I PARCEL / V Cl) W '% NWCEL t � o O t AIIrCLC t ✓ S' .�`11� �la•rrr. a : PARCEL A PA \��� JS W., . PW ; r.I'wM•rn , '» } 37� •.'.. © Q� JB t— O �� a.•��rac g e..= �d` � � �9 ~CEL E 1 1 � i V i AWEL tjbw .wrrrr�r•n �� aE ♦� O cl� CO Y `4iA �' .g t• rf1.r Q t •. + r 1" Y aWRCEt A ,e i a1• N`f.� PARCEL a s•• p. � U �; CO 29 l / rr___ ° 29 25 3/ �.T2 rerrrsr. sir Rv t i S2. 33 +bL 'A PARCEL MAP Vol. 4811q � CO I0 Z�S PARCEL MAP WL 43119 N A, PARCIL MAP MX 67/JS Q PARCEL MAP VOL 13 I J4 p0 APARCEL MAP PVL 49/BB ASPARCEL MAP VOL 3017 Q ASSESSoR's ILIP coavrr Or-SAN MATEO,CALIF. LA HONDA —PESCADERO UNIFIED SCHOOL DISTRICT r-ra-rr O is a> a 111`1lU;W ' 1L1",iU"W j Russian -RROd�, Ridge ✓ � -, - 1- �� .__� � �; ., � , Y. ��Nfi-\ F�idqe S R09 Landslide- I ( t Impassible - _ ., by Vehicle 1 Access J� i 0� ! Driveway \ E d (; I � i Proposed Realigned Mill 1 Page Trail E4 Dipper , J �l Ranch \` J ` \ \ ` \Retained .�•'• Homesite (Subject P operty 751;9 Aces) �'�:` (,s Acres) r \ Proposed \ Patrol Lambert \` Road Creek Trail f I State;- 1 Be -- - - - rk S ; Big Dipper Ranch _ Proposed Property Acquisition I ; r" 0 380 760 1,520 2,280 3,0eet I (Entire Property 767.9 Acres) I ---------------------- 122°12'0"W n .122°I 1-0"' i rJat rye .2 Ti- 5042'45"E 315.66 L2 °17'09"E 85.99 SCALE j �_ L3 011°21'51"E 73.33 L4 S11°21'51"E 91.53 L5 S35°57'06"W 386.10 L6 N65°31'46"W 159.68 L7 S82°31'34"W 232.87 L4 0,_ L8 N340OS'24"W 209.60 / ` ` L5 L9 S80°31'00"W 287.38 L3 ` L10 N22°05'43"W 97.91 Llj/4B3 �.-� N28°5613111W 131.41 11 y- 10P O1'EArVK... "� ,1518 L12 S89102'09"W 216.42 L2" \ L13 S89102'09"W 80.48 SLEEPING L6 L14 N5°00155"W 168.65 CABIN Z L15 N4°43'03"E 17.36 ' Icy' /. ( L16 N11111'48"E 34.32 ti 1 ';', / 1519 \ L17 N15°13'42"E 58.54 "' f1 OPEN FIELD L18 N24000'28"E 43.38 N41°43'41"E 141.00 RESIDENCE L20 N63°00100"E 137.97 � L 1 � CABIN Q�f L7 ` L21 S43142'16"E 81.63 i ��� L22 S41°44'09"E 23.06 ' ` ;> PROPOSED PROPERTY bg2Z L23 N86°18'06"E 242.11 LINE L24 S65029138"E 367.38 �''� POOL / L25 S83°28'51"E 105.41 1J FIR L8 FIRS;+ L25 \NL�A CARE- SKIERKA BZO( �G�\O`RICHARpOSG� \ I b TAKERS HICKEN ) Cf1 I USE COOPS ` 1.5.4C40 ��•ii`�,O O�' \L9 cLCARAGE IIC.EXP. tZ.i • BARNS J'/�`�OF �fC PROPOSED 12' I NT 1 EASEME CATS L1O\ . 7 . �' 1527' , ' �'+ 0"CSS 4 g 4 q ACRES 4v 946 ` / �L 11 � 9 1. goy PASTURE I 50 L23\ �� 'PROPOSED PROPOSED\ . ENCLOSED PROPERTY RESERVOIR L 1 ° PROPERTY LINE L22" i649 O •� LINE PASTURE 1I / �e '7 L21 s5 1Z3/ oZ L13 � �9461 / 7 -107. L20`� I':=:. FR011E.'.C77i1;:`. 7:';'- ?% NOTE: 1)THIS MAP WAS PREPARED SOLELY FOR DETERMINING A PARCEL CONFIGU— pRO -� _ _ SNeD L 1`� RATION. ANY OTHER USE WILL NEED zs.*p�sF R1 L 18 L 16 - THE AFPROVAL OF RICK SKIERKA. �D41 R rY L 17 L 15 LEGEND: `oz O INDICATES 3/4'IRON PIPE SET RICK SKIERKA PROPOSED PARCEL PLAT WITHIN TING A HE LANDS PROPOSED OF CUMM NGS/M R O.S D. LICENSED LAND SURVEYOR COMMONLY KNOWN AS ASSESSOR'S PARCEL NO, P.O.BOX 620182 80-380-020 & A.K.A. SECTION 28, T.7S., R.3W., MOUNT DIABLO BASE & MERIDIAN, SAN WOODSIDE CALIF. 94062 MATEO COUNTY RECORDS, STATE OF CALIF. (650�851-1236 --FOR-- FAX (650)322-1536 MS. CELIA CUMMINCS 622 DATE: 2/26/02 JOB NO. 01-05 ST. NELENA, CAA.. 94574 (707)963-5224 SKYLINE RIDGE OPEN SPACE PRESERVE BIG DIPPER RANCH AREA IRREVOCABLE PERMIT The goal of this permit system is to allow Celia Cummings, and her immediate family whose members are identified below("the Permittees"),to have a controlled and accountable method for pedestrian and equestrian access to the roads and trails upon the former Big Dipper Ranch area of Skyline Ridge Open Space Preserve following acquisition by the Midpeninsula Regional Open Space District. The Permit is an Irrevocable Permit effective during the life of Celia Cummings,or until the Big Dipper Ranch area is officially open to public use(at which time access shall be under the Use and Management Plan except in all events irrespective of any prohibition in any future Plan against equestrian and pedestrian access to then existing roads and trails located on the Big Dipper Ranch area or of any requirement of use fees for such access,Permittees are entitled to such access to Big Dipper Ranch as is authorized for the general public under the Plan, and without payment of use fees). This permit will also become null and void in the event all or a portion of the 16-acre Cummings Property is transferred or sold, except for those transfers excluded from the definition of the term"sell"in the Grant of Right of First Offer and Right of First Refusal over the Cummings Property held by District. The geographic area covered by this Permit is the existing roads and trails located upon the Big Dipper Ranch area of Skyline Ridge Open Space Preserve(as shown on the attached map, labeled Exhibit"I"). Bicycle use and dog access are specifically prohibited under this permit. Permit Holders Celia Cummings Address: Phone: Day: Residence: Fax: Family Members: Name: Name: Address: Address: Phone: Day: Phone: Day: Residence: Residence: Fax:.( Fax: ( Name: Name: Address: Address: Phone: Day: Phone: Day: Residence: Residence: Fax: Fax: The District shall not be held responsible for accident, illness, fire,or theft. Use of all trails and roads will be at Permit Holder's risk. Uwe will not go into the preserve or ride on trails before sunrise or one-half hour after sunset. Big Dipper Ranch Area Rules: Obey all District Ordinances attached as E-Jubit II, as now in effect or as modified by District from time to time. (This Permit shall fall under the provisions of Section 200.4 of said Ordinances.) This Permit shall also serve as the"permit"required by Section 402.1 of said Ordinances. For safety no loose horses are allowed on the Preserve. No bicycles are allowed on trails, roads, or Preserve areas. No dogs are allowed on trails, roads or Preserve areas. For fire safety, smoking and fires are prohibited. No vehicles are permitted except on the Driveway to the 16-acre Cummings property. Notify District immediately of any unsafe condition or practice. For emergencies dial 911. For your safety and to prevent trail damage, trails and roads may be temporarily closed by the District due to trail or road conditions. WAIVER OF LIABILITY I/we further acknowledge that hiking and horse related activities contain inherent risks of injury and damage to me/us personally,to the horse,and to my/our equipment. Knowing these facts,Uwe freely assume consideration for being permitted equestrian and pedestrian use on the Big Dipper Ranch area of Skyline Ridge Open Space Preserve and waive,release, discharge and hold harmless the 1♦iidpeninsula Regional Open Space District from any and all right,claim,or liability for damages or for any and all injuries that might be sustained by me/us, including injuries to animals,or from any and all claims of any kind or nature that I/we might have as a result of participation in any activity on the Ranch area of the Preserve. I/we further agree that I/we will defend,protect,indemnity and hold harmless the Midpeninsula Regional Open Space District (including its employees, directors,officers and agents),against all claims,demands, and causes of action,including court costs and attorney's fees, directly or indirectly arising from any action or other proceedings brought by or prosecuted for my/our benefit contrary to this release. Attachment:Exhibit I: Map Exhibit II:District Ordinwces READ AND AGREED Date: _ /4 —:del o.2- Celia Cummings Family Members: - 1 Date: Date: Date: Date: APPROVED Date: L. Craig Britton, General Manager . lu!ru••w N .••1Ll"11'4•:w '. _ Russian - R r�: r Ridge - _ -_ - = _--_ , • Mj S E s • S R09 - Ct �PO OI _ ya r Be rk _ Skyline Ridge I � Open S ace Preserve � _- _ •"��____ - I p p 0 410 820 1,640 2,460 3,20. Big Dipper Ranch Area i . 122°12'0"W b?; ' 122°11.0" 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 Revised and Adopted by Ordinance No. 01-01, May 30, 2001 Chapter 1: Definitions 101 Purpose Chapter V: Preserve Uses—Riding/Hiking 102 Definitions Trails 103 District, District lands defined 500 Riding/hiking trails 104 Person defined 501 Saddle animals 105 Permit or permission defined 502 Bicycles 106 Board defined 503 Trespass 107 Headings and divisions Chapter VI: Preserve Uses— Chapter II: Regulations Commercial/Revenue 200 General regulations 600 Soliciting 201 Special regulations 601 Grazing 602 Harvesting and planting Chapter III: General Rules 603 Commercial filming 300 Authority 301 Violations of ordinance, a misdemeanor Chapter VII: Preserve Features—Protection or infraction 700 Hunting 302 Severability 701 Animals 303 Amendment or repeal 702 Natural and cultural resources 304 Publication 703 Vandalism and unlawful encroachment Chapter IV: Preserve Uses—General Chapter Vill: District Lands Operations— 400 Camping General 401 Swimming 800 Littering 402 Boating 801 Parking 403 Firearms, traps, weapons, and 802 Operation of motor vehicles: off-road dangerous devices vehicles 404 Fires 803 Speed limits 405 Sanitiation 804 Abandoned vehicles 406 Metal detectors 805 Prohibited areas 407 Disturbing the peace 806 Use fees 408 Assembly 409 Miscellaneous dangerous activities 410 Alcoholic beverages 411 Signs Exhibit 1I Page 1 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. Exhibit II page 2 CHAPTER II. REGULATIONS SECTION 200. GENERAL REGULATIONS. District Lands shall be open and accessible to all persons, except as may be provided b resolution, regulation, or rule of the P Y P Y g 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 appointed by the Board, 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. SECTION 301. VIOLATIONS OF ORDINANCE A MISDEMEANOR OR INFRACTION. Any violation of this Ordinance or of any rule or regulation adopted by the District is, Exhibit II Page I 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 Juvenile. 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. 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. Exhibit 11 Page 4 401.2 Definition. 'Vdter-contact activity" is defined as any activity in which the brody 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. 402A 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. 403A 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 -,ransporting 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 General. No person shall light, build, maintain, or attempt to light, build, or 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. Exhibit 11 Page 5 404.2 Smoking. No person shall smoke on District Lands, except in designated areas. SECTION 405. SANITATION, 405.1 Disposal 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. 405.4 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 Noise. No person shall play or operate any sound or energy amplification devices, 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 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 management of the Exhibit 11 Page 6 WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: Michael C. Williams GRANT OF RIGHT OF FIRST OFFER AND RIGHT OF FIRST REFUSAL This Right of First Offer and Right of First Refusal Agreement (hereafter"Agreement") is entered into this date of between Celia Cummings, Trustee of the Celia Cummings Revocable Trust dated January 19, 1990 (hereafter"Grantor")and Midpeninsula Regional Open Space District, a California special district (hereafter "District"). RECITALS A. Grantor is the fee owner of certain real property(hereinafter called "Parcel X") and commonly referred to as a portion of San Mateo County Assessor's Parcel Number 080-380-020 situated in an unincorporated area of the County of San Mateo, State of California, and more particularly described in Exhibit-r, as attached hereto and incorporated herein by this reference, B. District is the fee owner of certain real property(hereinafter called"Parcel B"), and commonly referred to as, respectively, County Assessor's Parcel Numbers 080-320-020, surrounding Parcel A, and more particularly described in Exhibit "II" attached hereto and incorporated herein by this reference. C. It is the desire of Grantor to grant District a right of first offer and a right of first refusal as more particularly described herein. NOW, THEREFORE, for valuable consideration, the sufficiency and receipt of which is hereby acknowledged, Grantor hereby agrees as follows: I. GRANT OF RIGHT OF FIRST OFFER A. Grantor shall not sell or agree to sell Parcel A without first offering Parcel A for sale to District. The word"sell" shall include any transfer, conveyance, assignment, of all or any portion of Parcel A, except for a transfer by bequest, gift,trust, or inheritance; nor shall it include a transfer to an immediate family member of Seller or to an entity wholly controlled by an immediate family member of Seller(hereafter"interfamily transfer"). After a transfer Page 2 of Parcel A by gift, bequest, trust, inheritance, or interfamily transfer, this Right of First Offer shall remain in effect against the person or entity holding title or other interest in Parcel A as a result of said transfer. B. Grantor hereby grants to District a Right of First Offer to purchase Parcel A. rconsummation lac in Parcel A on the market for sale and before there can be of an Prior to , Y pl acing sale or transfer of all or any portion of Parcel A, except as provided above, Grantor shall first offer said property or part thereof to District in the following manner: i 1. First Notice. Grantor shall give District written notice, hereafter referred to as the"First Notice," of his/her desire to sell. Such First Notice shall state the price and terms and conditions under which Grantor is willing to sell. 2. District's Election to Purchase. Within sixty(60) days after District receives the First Notice, District shall have the prior right to elect to purchase said property at a price equal to an agreed upon price; provided, however, that the purchase must be consummated by the District as soon as possible, but in no event later than six(6) months after its election to exercise its right of first offer(unless any further delays are caused by default or breach on the part of Grantor). Such right may be exercised by delivery in writing, by mail, or other appropriate means, to Grantor of a notice of District's exercise of its right to purchase. In the event that District so elects to purchase the property, the District shall be required to pay cash at the closing thereof, unless Grantor and District have agreed upon other terms of financing the purchase. 3. District's Election Not to Purchase. If District notifies Grantor that it does not wish to exercise its right of first offer or if the right is not exercised within the sixty (60) day period, Grantor shall be free to offer Parcel A for sale to other parties subject to District's Right of First Refusal as set out in Section II herein. II. GRANT OF RIGHT OF FIRST REFUSAL A. Grantor shall not sell or agree to sell Parcel A without first offering Parcel A for sale to District. The word"sell" shall include any transfer, conveyance, or assignment of all or any portion of Parcel A, except for a transfer by bequest, gift, trust or inheritance; nor shall it include a transfer to an immediate family member of Sellers or to an entity wholly controlled by an immediate family member of Seller(hereafter"interfamily transfer"). After a transfer of Parcel A by gift, bequest, trust. inheritance, or interfamily transfer this right of first offer shall remain in effect against the person or entity holding title or other interest in Parcel A as a result of said transfer. B. Grantor hereby grants to District a Right of First Refusal to purchase Parcel A. Before there can be consummation of any sale or transfer of all or any portion of Parcel A, Grantor shall first offer said property or part thereof to District in the following manner: l. Second Notice. Upon receipt by Grantor of a bona ride offer by a third party to purchase Parcel A or any portion of Parcel A(which bona fides shall be subject to Page 3 verification by District), Grantor shall deliver to District at its principal place of business, by mail or other appropriate means, a"Second Notice" in writing, accompanied by a copy of such offer, which shall set forth the price, terms and conditions of such offer, and a statement of Grantor's intention to accept such offer. If the Second Notice states that all cash will be received by Grantor, then the District shall have the prior right to purchase the property for all cash in an equal amount to such offer. If the Second Notice states that consideration other than cash and/or seller financing is to be received, the District shall have the right to purchase said Parcel A; on terms and conditions substantially identical to those set out in the offer. 1 Election to Purchase. Within twenty-one(21) days after District receives Grantor's Second Notice District shall have the prior fight to elect to purchase said property at a price equal to the all cash offer of such third party or, if the offer is for consideration other than cash and/or Seller financing, on substantially identical terms, such appraised fair market value, as applicable; provided, however, that the purchase must be consummated by the District as soon as possible, but in no event later than ninety(90) days after its election to exercise its right of first refusal (unless any further delays are caused by default or breach on the part of Grantor). Such right may be exercised by delivery in writing, by mail, or other appropriate means, to Grantor of a notice of exercise of right to purchase. 3. Rejection jection of Right to Purchase. If District notifies Grantor that it does not wish to exercise the right of first refusal or if the right is not exercised within the twenty- one (21) day period, Grantor shall be free to sell Grantor's property to such purchaser, but only at the price and upon the terms and conditions stated in the aforementioned Second Notice, providing that said offer results in a valid transfer or sale of said property within six (6) months of the District's failure to exercise its right of first refusal. Any transfer or sale after the end of the six(6) month period or any material change in the terms of the sale from those set forth in said Second Notice shall require that a new notice be delivered and shall give rise to the purchase rights of District and procedures set forth in this Grant of Right of First Refusal. A waiver by District of one such opportunity to purchase shall not be deemed a waiver of any future right to purchase, it being the intent and agreement of the parties that the right of first refusal hereby granted shall run with Parcel A in perpetuity. III. MISCELLANEOUS. A. In the event District exercises either the Right of First Offer or the Right of First Refusal as provided hereinabove, Grantor agrees to deliver the property free and vacant of all persons and personal property at the close of escrow. B. All of the grants, covenants, conditions and restrictions contained above shall be binding upon Grantor, his or her successors and assigns, lessees and any and all other persons acquiring all or any portion of or interest in a portion of Parcel A that is subject to the provisions of this Grant of Right of First Offer and Right of First Refusal, whether by operation of law or in any other manner whatsoever. All of the grants, covenants, conditions Page 4 and restrictions contained in this instrument are for the benefit of (i) District, its successors and assigns; and (ii)Parcel B, as described,herein. C. All of the provisions hereof shall be covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the Civil Code of the State of California. It is expressly agreed that each grant, covenant, condition or restriction contained herein to do or to refrain from doing any act: 1. Is a burden upon Parcel A and each portion thereof and interest therein that is subject to the provisions of this instrument, and 2. Shall be binding upon each successive owner during its ownership of Parcel A or portion thereof or interest therein, derived in any manner. D. Consideration. The consideration for this Right of First Offer and Right of First Refusal is the purchase price paid by District to Grantor for purchase of Grantor's undivided 45.78% interest in real property commonly referred to as San Mateo County Assessor's Parcel Nos. 080-110-010, 080-370-020 and 080-380-020 pursuant to the Purchase Agreement entered into between District and Grantor concurrently with the execution of this Agreement. E. Term. District's Right of First Offer and Right of First Refusal shall begin upon the date of execution of this document by District and shall continue for a term of ninety nine (99)years. F. Assignment; Successors. District's rights and obligations under this Agreement shall not be assigned without Grantor's prior written consent, and any assignment without that consent shall be void, except transfer by District to another public agency or non- profit organization having a similar purpose. Subject to this restriction, this Agreement shall inure to the benefit of and be binding on the parties and their respective successors, heirs, personal representatives, and assigns. G. Notices. All notices, demands, requests, and exercises under this Agreement by either party shall be delivered by had, sent by United States Mail, Registered or Certified, postage prepaid, addressed to the other party, or sent by telecopy or similar means, if a copy of the notice is also sent by United States Certified Mail as follows: District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: General Manager Tel: 650-691-1200 Fax: 650-691-0485 Page 5 Grantor: Celia Cummings, Trustee P.O. Box 622 St. Helena, CA 94574 (707) 963-5224 Copy to: Herman H. Fitzgerald, Esq. 345 Lorton Avenue, Suite 302 Burlingame, CA 94010 (650) 348-5195 FAX (650) 348-3518 Notices, demands, requests, and exercises served in this manner shall be considered sufficiently given or served for all purposes under this Agreement at the time the notice, demand, request, or exercise is delivered by hand, when postmarked to the addresses shown above, or on transmittal by telecopier or other similar means, provided that a transmission report is generated that reflects the accurate transmission of the notices. The addresses above may be changed by written notice to the other party; provide, however, that no notice of a change of address shall be effective until actual receipt of the notice. Copies of notices to other than Grantor or District are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. H. Entire Agreement. This Agreement and the Exhibits contain the entire agreement of the parties and supersede all prior agreements or understandings of the parties, whether written or oral, regarding the subject matter of this Agreement. I. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by Grantor and District. J. Waivers. No waiver or breach of a covenant or provision in this Agreement shall be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. K. Construction. In construing this Agreement,the singular form shall include plural and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all referenced to sections are to this Agreement, L. Further Assurances. Whenever requested by the other party, each party shall execute, acknowledge, and deliver any further conveyances, agreements, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, r necessary, ex edient or ro er n documents that are consents and an further instruments and , , Y P proper, order to complete an conveyances, transfers sales and agreements covered b this in o Y Y , , l�' Y P deliver an requested acts and to execute acknowledge, and e Agreement, and to do all othera g , y q g documents in order to carry out the intent and purpose of this Agreement. J� Page 6 M. Third-Party Rights, Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties and their respective successors and assigns, any rights or remedies under this Agreement. N. Counteiparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute the same instrument. O. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. P. Authority of Parties. All persons executing this Agreement on behalf of a party represent and warrant that they have the authority to execute this Agreement on behalf of that party. Q. Recordation. The original of this document shall be recorded in the official records of San Mateo County. This Agreement shall be interpreted and construed in accordance with California law. GRANTOR: DISTRICT: Midpeninsula Regional Open Space District By: Celia Cummings, Truste the Celia Cummings Revocable Trust dated By:_ January 19, 1990 President, Board of Directors Date: Attest: District Clerk Date: TENANT ESTQPPEL This Estoppel Certificate ("Certificate") is executed by: Tenant: (Name) Tenant: (Name) in favor of the Midpeninsula Regional Open Space District ("District"). RECITALS I. District and "Lessor" have entered into a Purchase Agreement ("Agreement") whereby District has agreed to purchase Lessor's real property known commonly as County Assessor's Parcel Numbers (hereafter "Property"). 2. In connection with the purchase, Lessor has requested that all tenants execute this Certificate, upon which District is relying. Tenant certifies, warrants, and represents to District as follows: A. Tenant is the Lessee of the following portion of the Property: The Leased Premises consists of: B. As of the date Tenant signs this Certificate, the Sublease is in effect and has not been terminated by C. If tenant is leasing the Leased Premises pursuant to a written Lease, a copy of the Lease is attached hereto. D. If the tenant is leasing the property pursuant to an oral agreement, Tenant warrants that the Lease is an oral month-to-month tenancy. Any other terms included in the oral Lease, Consists of: E. The Lease constitutes the complete agreement between Lessor and Tenant for the Leased Premises and the Property, and no amendments to the Lease, either written or oral, currently exist. F. Lessee has accepted and is currently occupying the Leased Premises. G. The term of the Lease commenced on and ends on H. 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 Lease. 1. The monthly rent payable under the Lease is: Dollars($ per month. The amount of prepaid and/or last month's rent held by Lessor, if any, is Dollars ($ J. As of the date of this Certificate, to the best of Lessee's Knowledge, Lessor has performed all obligations required of Lessor under the Lease; no offsets, counterclaims, or defenses of Tenant under the Lease exist against Lessor; and no events have occurred that, with the passage of time or the giving of notice, would constitute a basis for offsets, counterclaims, or defenses against Lessor, except as follows: 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 tenant: (Print Name) (Print Name) site or facility, or have an adverse impact on the ecological or historical characteristics of any District Lands. 408.1 Permits. No person shall hold, conduct, organize, or take part in any group activity or event on District Lands without written permission when the activity or event: 4) is advertised or noticed in any publication, poster, or flyer; or 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. 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. Exhihit 11 Page 7 'i SECTION 411. SIGNS. 411.1 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 - RIDING/HIKING TRAILS SECTION 500. RIDING / 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 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. Exhibit 11 Page 8 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 eighteen years or older shall operate a bicycle upon District Lands unless that person is wearing a properly fitted and fastened bicycle helmet that meets the standards of the American National Standards Institute (ANSI Z 90.4 bicycle helmet standard), the Snell Memorial Foundation's Standard for Protective Headgear for Use in Bicycling, or the American Society for Testing Materials (ASTM F-1447 standard). 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: 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; Exhibit 11 Page 9 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. CHAPTER VII. PRESERVE FEATURES - PROTECTION SECTION 700. HUNTING AND FISHING. 700.1 Hunt in 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. Page 10 Exhibit 11 700.2 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 Dogs. 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. 701.4 Disturbance or Injury 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. Exhibit 11 Page I I i 701.6 Other Pets. No person shall allow or have any pet, domesticated animal, or other 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 p q 9 701.8 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 attempt to damage, injure, take collect, or remove any object of paleontological, archeological, or historical interest located on District Lands. 702.5 Special 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 Exhibit II Page 12 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, container, packaging 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. 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; Page 13 Exhibit 11 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: 1) emergency vehicles operated within the scope of official use; which m from time time t aside and 2 roads, trails, or paths, w is a o t e to a be se s a posted Y 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. 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. Page 14 Exhibit 11 805,1 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. Exhibit 11 Page 15 "BIG DIPPER RANCH"DRIVEWAY MAWrENANCE AGREEMENT This agreement made at Los Altos, California, this day of 2002, by and between Celia Cummings (hereinafter called "Cummings"), and Midpeninsula Regional Open Space District (hereinafter called "District"). WHEREAS, both of the above parties have access to or have easements running over a portion of the driveway off Alpine Road on District's Skyline Ridge Open Space Preserve, running from its junction with Alpine Road southeasterly for approximately 12,000 feet to the southwest property line of the 16-acre Cummings property(Section One) and then easterly approximately 700 feet to the northerly bt, der of said Cummings property(Section Two), as �. shown on the attached map (hereinafter called"the Driveway"); and WHEREAS, Section One of the Driveway crosses fee ownership of District and use by Cummings is provided by an easement for ingress and egress to the 16-acre Cummings property; and WHEREAS, Section Two of the Driveway passes over the Cummings fee owned 16-acre property and District has an easement for ingress and egress for patrol, maintenance, emergency access and repair of adjoining and surrounding lands of District; and WHEREAS, the parties desire that District maintain and repair the Driveway and to be responsible for same upon the terms and conditions described below. NOW, THEREFORE, the parties agree as follows: 1. Description of the Driveway. The Driveway, composed of Section One and Section Two is depicted on the map attached hereto as Exhibit A. 2. Condition of the Driveway. The parties acknowledge that the Driveway is presently a baserock surface road in good condition. 3. Maintenance of the Driveway(Sections One and Two). The parties agree that District e.e. will repair and maintain "the Driveway in a condition that will guarantee year-round, 4- wheel drive, vehicular passage. The parties further agree that District will decide upon the methods and materials that will be used to repair and maintain said Section One of the Driveway, and that all local government codes, regulations, and permit procedures will be observed. 4. Notice Regarding Repairs. If the Driveway, or any portion of it, appears to be unsafe or is not in a passable condition by 4-wheel drive vehicles during normal weather conditions, Cummings or her respective successors in interest, shall notify District in writing of the portion of the Driveway apparently requiring maintenance or repairs. The parties will then meet and confer within 30 days and attempt to agree as to the need for OM � ire BIG DIPPER RANCH" DRIVEWAY MAnqTENANcE AGREEmENT PAGE 2 such repairs, including costs, extent, and time period of repair. Upon agreement, District shall complete such repairs as soon as practicable. It is also agreed that the parties will confer at least once a year, during the months of March or April, to ascertain the condition of and need for normal repairs of the Driveway. The District will be responsible for calling the annual meeting. However, Cummings may call the annual meeting if District fails to do so during the months of March or April. 5. Obligation of District. District shall have no obligation to participate in the costs of realigning, reconstructing, resurfacing, rebuilding, or in any way paying for any proposal Cummings or her successors may have to upgrade the Driveway beyond the existing condition of the Driveway and the extent of District maintenance obligations as contained hereinabove. District shall repair and/or maintain the Driveway to achieve a minimum rural standard the District deems appropriate or necessary for District use, provided the Driveway is passable by a 4-wheel drive vehicle year-round. This is intended to discourage impervious surfacing, over-engineering, the extensive use of cut and fill or unwarranted vegetation removal along the Driveway, unless in District's opinion such work is considered necessary due to extreme grade or some other unusual or hazardous circumstances. Where Cummings desires a higher level of road improvement(e.g., asphalt surfacing) or maintenance, Cummings shall bear all additional cost, provided the District agrees in writing, in its sole discretion, that Cummings may construct any such improvements, which District's agreement shall not be unreasonably withheld. 6. Gate Locks. Cummings shall provide her own lock and key for the gate(s). Cummings is expected to advise invitees, such as trades-persons, visitors, guests who have been given duplicate keys to the locks and property access, that they are not to utilize the Driveway for any other purposes than to access said Cummings property. 7. Period of Agreement. This agreement shall be in force for a period of five(5)years and shall automatically renew for an additional five(5)years at the end of each five-year period, unless any party gives written notice of cancellation of the five-year extension period thirty(30) days before the beginning of the extension. It is understood that this would normally occur; however, at the annual conference required in paragraph 5 above. 8. Dispute Resolution. If a dispute arises out of or relates to this Agreement or the performance or breach thereof, the parties agree 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 share the payment to the Mediator and the Arbitrator regardless of who prevails. Each party shall bear its own costs of mediation and arbitration regardless of who prevails. "BIG DIPPER RANCH" DRTVh..AY MAINTENANCE AGREEMENT PAGE 3 9. Entire Agreement. This instrument contains the entire agreement between the parties. Any modification hereof shall be in writing and signed and executed by all the parties. 10. Heirs and Successors. This agreement shall be binding on and inure to the benefit of heirs, personal representatives, successors, and assigns of the parties hereto. MIDPENINSULA REGIONAL OPEN CUMMINGS: SPACE DISTRICT: By: By: L. Craig Britton, General Manager Celia Cummings Date: Date: d J o D Z i r� 3 � Li I11'�11'U"W I1Z"11VW ' \Yi ai •�. "'yn' ''` {lam `F RO Russia 1 ; t Ridge fi �j id e - \ wy - 'r•F. {-fit — .. _. -. ..� [({ ` __ -_ ' f Z .SR09 , t Retained Homesite (16 Acres) J -DRIVEWAY(SECTIO\'ONE) DRIVES .%y(SECTION'nvo) Po I ( at SKYLINE RIDGE OPEN SPACE PRESERVE BIG DIPPER RANCH AREA (751.9 ACRES) DRIVEWAY MAINTENANCE AGREEMENT 0 410 820 1,640 2,460 3,28q � y t'c3•,T— A � I Fe t I 122012'0"W f xHlofT 122*1 1'0"'