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Home My Public Portal AboutResolution - 02-47- 20021211 - CHY Company Purchase RESOLUTION NO. 02-47 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT,AUTHORIZING OFFICER TO EXECUTE CERTIFICATES OF ACCEPTANCE OF GRANT AND QUITCLAIM DEEDS,AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION(SIERRA AZUL OPEN SPACE PRESERVE-LANDS OF THE CHY COMPANY) The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Purchase Agreement-Bargain Sale between The CHY Company, a California General Partnership and Midpeninsula Regional Open Space District, a copy of which is attached hereto and by reference made a part hereof, and authorizes the President or appropriate officers to execute the Agreement 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 and Quitclaim Deeds on behalf of the District. Section Three. The General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and 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 Four. The General Manager of the District is authorized to expend up to $15,000 to cover the cost of tide insurance, escrow fees, survey costs and other miscellaneous costs related to this transaction. Section Five. It is intended, reasonably expected, and hereby authorized that the District's general fund will be reimbursed in the amount of$3,000,000 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. 02-47 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on December 11, 2002, at a Regular Meeting thereof, by the following vote: AYES: D . Little , P . Siemens , NI . Davey , J . Cyr , N . Hanko , L . Hassett , K. ^litz NOES: t1 o n e ABSTAIN: 11 o n e ABSENT: 11 o n e ATTEST: li o n e APPROVED: Secret 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. Distr' erk PURCHASE AGREEMENT—BARGAIN SALE This Agreement is made and entered into by and between THE CHY COMPANY, A CALIFORNIA GENERAL PARTNERSHIP hereinafter called "Seller" and the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code, hereinafter called "District." RECITALS WHEREAS, Seller is the owner of certain real property which has open space and recreational value, located within the unincorporated areas of the County of Santa Clara and the County of Santa Cruz, and being more particularly described within the body of this Agreement; and WHEREAS, District was formed by voter initiative to solicit and receive conveyances of real property by purchase, exchange, gift, or bargain purchase for public park, recreation, scenic and open space purposes; and WHEREAS, District desires to purchase said property for open space preservation and as part of the ecological, recreational, and aesthetic resources of the midpeninsula area and is purchased for open space purposes, and not for development of commercial telecommunication facilities; WHEREAS, Seller wishes to sell and convey the entirety of said property to District, and District wishes to purchase said property upon the terms and conditions set forth herein. WHEREAS, Seller wishes to sell and convey said property to District, at a price below fair market value, and District wishes to purchase said property upon the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. Purchase and Sale. A. Seller agrees to sell to District and District agrees to purchase from Seller, Seller's real property located within an unincorporated area of the County of Santa Clara and the County of Santa Cruz, State of California, containing approximately eight hundred twenty-seven (827) acres, more or less, and commonly referred to as Santa Clara County Assessor's Parcel Number 562-12-021, consisting of approximately 593 acres, and a portion of Santa Clara County Purchase Agreement Page 2 Assessor's Parcel Number 562-12-022 consisting of approximately 39 acres, excepting the Retained Loma Prieta Site as described in Section LB below, and Santa Cruz County Assessor's Parcel Number 098-141-12, consisting of approximately 195 acres (hereafter"the Subject Property"). The "Entire Property" consists of Santa Clara County Assessor's Parcel Numbers 562-12-021, 562-12-022 and Santa Cruz County Assessor's Parcel Number 098-141-012 and is further described in the Legal Descriptions attached as: (i) Exhibit A North American Title Company Preliminary Report number 52171149 dated July 29, 2002 describes Santa Clara County Assessor's Parcel Numbers 562-12- 021 and 562-12-022, a 39-acre portion of which is being acquired by District as further described in Section I.B. of this Agreement. (the "Santa Clara County Property"). (ii) Exhibit B Santa Cruz Title Company Preliminary Report number 09487889 dated August 2, 2002 describes Santa Cruz County Assessor's Parcel Number 098- 141-12 (the "Santa Cruz County Property"). Copies of said Preliminary Reports are attached hereto as Exhibit "A" and 1113", and incorporated herein by this reference. All of said real property and appurtenances being acquired by the District (that is, the Entire Property which consists of the Santa Cruz County Property and the Santa Clara County Property excluding the Retained Loma Prieta Site) shall hereinafter be called the "Subject Property". Except as set forth in this Agreement, the Subject Property is to be conveyed together with any easements, rights of way, or rights of use which may be appurtenant or attributable to the aforesaid lands, and any and all improvements attached or affixed thereto. B. Conveyance of a Portion of Santa Clara Assessor's Parcel NO. 562-12- 022 and Retention of the Loma Prieta Site. Seller agrees to sell to District a portion of Santa Clara County Assessor's Parcel Number 562-12-022, consisting of approximately 39 acres (hereafter"the Portion"), and shall retain fee interest in a portion of Santa Clara County Assessor's Parcel Number 562-12-022, consisting of approximately 36 acres (the "Retained Loma Prieta Site") together with all improvements situated thereon; Seller shall reserve unto itself and its successors, Access, Public Utility and Water Easements appurtenant to the Retained Loma Prieta Site and also appurtenant to the following properties: Santa Clara County Assessor's Parcel Numbers 562-12-010, 014 and 015, provided such properties are now or in the future owned by Seller, and located upon the Subject Property, as shown on Exhibit "C", a copy of which is attached hereto and incorporated herein by this reference. The Access Easement shall consist of sixty (60) foot wide non-exclusive easement for ingress, egress and underground public utility purposes located upon the existing access road which pass over the Subject Property and which then connects to Loma Prieta Road, as shown on Exhibit C hereto. The Public Utility Easements shall consist of easements appurtenant for public utilities (as they now exist) located upon and along the existing locations of and of the same width as the poles and wires currently installed on the Subject Property, as shown on Exhibit C hereto. The Water Easements shall consist of the right to and use one half the water from the spring located on Parcel 2 of the real property and all other rights described and provided for in the Final Order of Purchase Agreement Page 3 Condemnation in favor of the State of California, a copy of which was recorded December 28, 1965 in Book 7227 of Official Records, at page 169, Santa Clara County Records along with the right to construct, operate and maintain an underground water conduit and associated underground utilities for conveying said water within a strip of land twenty (20) feet wide, as shown on Exhibit C hereto. The District shall only retain the right to such water that is deemed by Seller to be surplus to that required by Seller and the State of California and Seller shall retain the right to terminate such use by the District, in its sole discretion. Furthermore, Seller makes no representation or warranty to the District as to the quality or quantity of such water available for use by the District. Seller and District understand and agree that a mutual condition precedent of the District's and Seller's obligation to close escrow and complete the transaction contemplated by this Agreement is the completion of a survey and legal description of the Retained Loma Prieta Site,the Subject Property, and appurtenant easements as further provided in Section LC below. The area of the Retained Loma Prieta Site shall consist of approximately 36 acres and include the existing communications facilities and miscellaneous improvements situated thereon. C. Survey and Revised Legal Description as Mutual Condition Precedent of Closing. Prior to the "Closing", as further described in Section 3 below, Seller and District agree that a survey and legal descriptions of the Subject Property, the Retained Loma Prieta Site, and the Access Easement, the Public Utility Easements and the Water Easements (collectively,the "Easements") as shown on Exhibit "C" shall be completed. District and Seller shall hire the firm of Gary Ifland and Associates, 1100 Water Street Santa Cruz, CA (831) 426-7941 X 100 or other licensed land surveyor acceptable to District and Seller(hereinafter"Surveyor"), to perform the survey and legal descriptions of the Retained Loma Prieta Site, the Subject Property, and the Easements. The purpose of the survey shall be to locate and prepare an accurate legal description and map of the Retained Loma Prieta Site (which shall contain approximately 36 acres), the Subject Property, and the Easements. The cost of the survey shall be shared equally(50150) by Seller and District. Prior to Closing the legal description of the Santa Clara County Property shall be revised and attached to the Grant Deed recorded in connection with this Agreement to grant to District Fee title to the Portion, to include a legal description of the Retained Loma Prieta Site and to include legal descriptions of the reservations of the appurtenant Access Easement, Public Utility Easements and Water Easements. D. Documentation of Legality of Retained Loma Prieta Site as a Condition of Closing. 0) A further mutual condition precedent of the District's and Seller's obligation to close escrow and complete the transaction contemplated by this agreement is the issuance by Santa Clara County of documentation satisfactory to Seller confirming that the Retained Loma Prieta Site is a lawfully created parcel in compliance with the provisions of the Subdivision Map Act, Government Code Section 66410 et seq. ("the Map Act") or will be a lawfully created parcel in compliance with the provisions of the Map Act upon completion of the process described in Section 1 D.(ii). Purchase Agreement Page 4 (ii) In accordance with Section 66424 and 66428 of the Map Act, public agencies are eligible for certain exemptions from the Map Act when acquiring real property. District understands that Seller desires a Certificate of Compliance confirming that Seller's Retained Loma Prieta Site is a lawfully created parcel under the Map Act. District agrees to cooperate in good faith to assist Seller in obtaining said Certificate of Compliance from Santa Clara County. Seller shall prepare and deliver to the County any required applications and documents, pay all fees and costs, and perform such acts as are reasonably necessary or required by Santa Clara County to obtain said Certificate of Compliance. If, despite the good faith efforts of Seller and District, Santa Clara County denies Seller's request for issuance of said Certificate of Compliance, issues to Seller a Conditional Certificate of Compliance or otherwise fails to issue the Certificate of Compliance prior to December 31, 2003, and if an expressly stated ground for the County's denial of the Certificate of Compliance or issuance of a Conditional Certificate of Compliance is, the failure of the Retained Loma Prieta Site to meet the minimum lot size required by the Map Act for a legally created parcel, District agrees that it will reconvey to Seller fee title to such portion of the Subject Property which shall equal the minimum parcel size legally required by the County of Santa Clara to be added to the size of the Retained Loma Prieta Site in order for the Retained Loma Prieta Site to be eligible to receive a Certificate of Compliance. District shall reserve for itself and its successors an Open Space Easement over the entirety of any portion of the Subject Property conveyed to Seller under this Section D.(ii). The terms and conditions of the Open Space Easement shall restrict the use of such property to open space recreational uses and such associated recreational improvements as are approved by District in its sole discretion, and shall permit District to use, operate, construct, regulate, enforce and maintain said property (collective "Uses") for public open space recreational uses as it determines necessary and appropriate in its sole discretion; provided, that as a condition of the Open Space Easement, District shall agree to indemnify, defend and hold harmless Seller from any and all claims, demands, causes of action and other liabilities that may arise directly or indirectly from such Uses and provide to Seller documentation establishing that the District has insurance or adequate self-insurance coverage (naming Seller as an additional named insured) providing liability coverage for injury to or death of any person or physical damage to any property as a result of such Uses. Such transaction, if required, shall be subject to all applicable laws for the conveyance by District of its real property, including, but not limited to, the California Environmental Quality Act. E. Appraisal Condition Precedent to Purchase and Sale. District and Seller understand and agree that the Seller's obligation to complete the transaction set out in this Agreement and to sell the Subject Property to District is conditioned upon the Seller's review and written approval of an appraisal of the Subject Property being prepared on behalf of Seller by Arthur E. Gimmy, 2330 Marinship Way, Sausalito, CA 94965 ("the Appraisal"). The Seller is of the opinion that the Subject Property has a fair market value of approximately $6,000,000.00 ("Seller's Estimated Fair Market Value"). A copy of the Appraisal or verbal confirmation of the appraised value determination shall be delivered to the District on or before December 6, 2002. If the Appraisal determines that the value of the Subject Property is at least $5,400,000.00 or is Purchase Agreement Page 5 equal to or above Seller's Estimated Fair Market Value, the condition precedent shall be deemed satisfied and the parties shall proceed with Closing in accordance with Section 3 below. If the Appraisal determines that the value of the Subject Property is below$5,400,000.00, Seller shall have the right, prior to the close of escrow, to terminate this Agreement, or, in the alternative, to waive compliance with this condition precedent and to proceed with Closing for the Purchase Price set out in Section 2 herein. 2. Purchase Price. The total purchase price ("Purchase Price") for the Subject Property shall be Three Million Dollars ($3,000,000.00), which shall be paid in cash at the "Closing" as defined in Section 3 hereof. 3. Escrow. Promptly upon execution of this Agreement, in accordance with Section 15 herein, an escrow shall be opened at North American Title Company, 497 N. Santa Cruz Avenue, Los Gatos, CA 95030, (408) 399-4100 (Escrow number 52171149) or other title company acceptable to District and Seller (hereinafter "Escrow Holder")through which the purchase and sale of the Subject 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 on or before December 31, 2002, 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 Deeds (as defined below) to be recorded in the Offices of the County Recorder of Santa Clara and Santa Cruz Counties. B. Seller and District shall, during the escrow period, execute any and all documents and perform any and all acts reasonably necessary or appropriate to consummate the purchase and sale pursuant to the terms of this Agreement. C. Seller shall deposit into the escrow on or before the Closing: 0) Executed and recordable Grant Deed granting to District the Santa Clara County Property excluding the Retained Loma Prieta Site and reserving the Easements as described in Section LC above. Seller may convey fractional partnership interests in the Subject Property to District, so long as, upon the Closing, (a) one hundred percent (100%) of fee title to the Subject Property is conveyed to District by Seller, and (b) District is able to obtain an owner's policy of title insurance in accordance with Section 3(F) below. Purchase Agreement Page 6 (ii) Executed and recordable Grant Deed granting to District the Santa Cruz County Property. Seller may convey fractional partnership interests in the Subject Property to District, so long as, upon the Closing, (a) one hundred percent (100%) of fee title to the Subject Property is conveyed to District by Seller, and (b) District is able to obtain an owner's policy of title insurance in accordance with Section 3(F) below. (iii) An executed and recordable Quitclaim Deed releasing to District any and all, right, title or interest of Seller in and to that certain Grant and Reservation of Easements/Grant and Reservation of Profits recorded on June 15, 1979 in Book 3070, Page 325 and re-recorded July 5, 1979 in Book 3078, Page 560 Official Records of Santa Cruz County, as it pertains to the Subject Property, in the form set forth as Exhibit"D" attached hereto and incorporated by this reference. Seller shall deposit An Assignment to District any of such rights of Seller under said Grant in a form reasonably satisfactory to District. D. District shall deposit into the escrow, on or before the Closing: (i) The required Certificates of Acceptance for the Grant Deeds, and Quitclaim Deed duly executed by District and to be dated as of the Closing; (ii) District's check payable to Escrow Holder in the amount of Two Million Nine Hundred Ninety Thousand and No/100 Dollars ($2,990,000.00) which is the balance of the Purchase Price of Three Million and No/100 dollars as specified in Section 2 (plus District's portion of the expenses described in Section 3.E. below). An initial payment of $10,000.00 is paid into escrow in accordance with Section 15 of this Agreement. (iii) District agrees to provide Seller at closing with a letter pursuant to Internal Revenue Code Section 1033 dated as of the date of the final execution of this Agreement by District. E. Seller and District shall share the cost (50150) of the Surveyor expenses contemplated in Section I.C. above, 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 Santa Clara and Santa Cruz County. All current property taxes on the Subject Property shall be pro-rated through escrow between District and Seller as of the Closing based upon the latest available tax information using the customary escrow procedures. F. Seller shall cause North American Title Company, or other title company acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of the appraised fair market value of the Subject Property being obtained by Seller in accordance with Purchase Agreement Page 7 Section I.D, showing title to the Subject Property vested in fee simple in District, subject only to: (i) current real property taxes, (ii) title exceptions 3, 4, 5, 6, 7, 8, 9,10, 11,12, 14, 15, 16 and 17 as listed in Preliminary Report dated July 29, 2002 (Exhibit"A", Santa Clara County) and title exceptions 3, 4 and 6 as listed in Preliminary Report dated August 2, 2002 (Exhibit"B", Santa Cruz County) (iii) such additional title exceptions as may be approved in writing by District prior to the Closing as determined by District in its sole and absolute discretion. G. Escrow Holder shall, when all required funds and instruments have been deposited into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled, cause the Grant Deeds and Quitclaim Deed and attendant Certificates of Acceptance to be recorded in the Office of the County Recorder of Santa Clara and Santa Cruz Counties as appropriate. 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 3.E.), 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 rights of subrogation against any party whose fault may have caused such termination of escrow), and each party expressly reserves any other rights and remedies which it may have against any other party by reason of a wrongful termination or failure to close escrow. 5. Leases or Occupancy of Premises. Seller warrants that there exist no oral or written leases or rental agreements affecting all or any portion of the Subject Property. Seller further warrants and agrees to hold District free and harmless and to reimburse District for any and all costs, liability, loss, damage or expense, including costs for legal services, occasioned by reason of any such lease or rental agreement of the Subject Property being acquired by District, including, but not limited to, claims for relocation benefits and/or payments pursuant to California Government Code Section 7260 et seq. Seller understands and agrees that the provisions of this paragraph shall survive the close of escrow and recordation of any Grant Deed(s). 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. Purchase Agreement Page 8 A. Authority. Seller has the full right, power and authority to enter into this Agreement and to perform the transactions contemplated hereunder. B. Valid and Binding Agreements. This Agreement and all other documents delivered by Seller to District now or at the Closing have been or will be duly authorized and executed and delivered by Seller and are legal, valid and binding obligations of Seller sufficient to convey to District the Subject Property described therein, and are enforceable in accordance with their respective terms and do not violate any provisions of any agreement to which Seller is a party or by which Seller may be bound or any articles, bylaws or corporate resolutions of Seller. C. Good Title. Seller has and at the Closing date shall have good, marketable and indefeasible fee simple title to the Subject Property and the interests therein to be conveyed to District hereunder, free and clear of all liens and encumbrances of any type whatsoever and free and clear of any recorded or unrecorded option rights or purchase rights or any other right, title or interest held by any third party except for the exceptions permitted under the express terms hereof, and Seller shall forever indemnify and defend District from and against any claims made by any third party which are based upon any inaccuracy in the foregoing representations. 7. District's Representations and Warranties. For the purpose of consummating the sale and purchase of the Subject Property in accordance herewith, District makes the following representations and warranties to Seller, which shall survive close of escrow, each of which is material and is being relied upon by Seller. A. Authority. District has the full right, power and authority to enter into this Agreement and to perform transactions contemplated hereunder. B. Valid and Binding Agreements. This Agreement and all other documents delivered by District to Seller now or at the Closing have been or will be duly authorized and executed and delivered by District and are legal, valid and binding obligations of District sufficient to allow District to take title to 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 District is a party or by which district may be bound or any articles, bylaws, enabling statutes or resolutions of District. C. District is a"governmental agency" as that term is used in Government Code §66428. District does not possess regulatory powers under the State Planning and Land Use Law. 8. District's Acknowledgements and Covenants. For the purpose of consummating the sale and purchase of the Subject Property in accordance herewith, District makes the following covenants, which shall survive close of escrow, each of which is material and is being relied upon by Seller. Purchase Agreement Page 9 A. Acknowledgment of Telecommunications Use of Retained Site. District acknowledges that the Retained Loma Prieta Site is currently used for commercial telecommunications purposes and that Seller or its successors may seek to expand such uses in the future. District acknowledges that the General Plan designation of the site is Hillside that the Santa Clara County Zoning Ordinance classifies the site as Hillside (HS) and that the land use designation includes potential residential and other land uses as set out in those ordinances, which Seller or its successors may determine to pursue in the future. B. Additional Covenants. (i) District covenants that neither District nor any third party acting under or pursuant to any agreement or lease with District shall develop, conduct, own or operate any commercial telecommunications facility on the Subject Property. This covenant shall not be applicable to any telecommunication facility owned, operated, managed, or developed on the Subject Property by District for its own non-commercial purposes, or any collaborating government agency on the Subject Property for its land management and related governmental purposes. (ii) Neither the District nor any third party acting under or pursuant to any agreement or lease with the District shall conduct any activities on the Subject Property that interfere with the telecommunications operations or facilities conducted, owned, operated, managed, or developed by Seller or its successor on the Retained Loma Prieta Site. (iii) Further, in the event the Retained Loma Prieta Site ceases to be used, developed for use or otherwise operated by Seller or its successors as a commercial telecommunication facility for a period in excess of 12 months, unless such cessation is caused by an act of God, act of civil or military authority, fire, flood or other natural disaster, strike, war epidemic, shortage of power, or other cause or causes beyond Seller's control, these additional covenants of this Section 8 B. shall automatically terminate and be of no further force and effect. 9. Integrity of Subject PropeLty. 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. 10. Disclosure of Property Related Documents. A. Within three (3)business days of Seller executing this Agreement, Seller shall have furnished to District or made available for review by District (with the right to photocopy Purchase Agreement Page 10 the same) all documents in Seller's possession or control, or reasonably obtainable from Seller's consultants, attorneys or agents, which consist of the following types of documents. (i) Reports, studies, audits, investigations, inspections, appraisals, tests, and other inquiry materials concerning any physical condition of the Subject Property, or any improvement, structure, facility, road, utility, or water facilities thereupon, including, but not limited to, the environmental or geotechnical condition of the Subject Property and such improvements; (ii) Environmental impact reports, CEQA documents, zoning, land use or development applications or documents relating to the Subject Property; (iii) Government licenses, permits, entitlements or certificates applicable to ownership, use, operation or occupancy of the Subject Property; If Seller has actual knowledge of the existence of any of the foregoing types of documents and such documents are not in Seller's possession or control or reasonably obtainable from Seller's consultants, attorneys or agents, within three business (3) days of Seller executing this Agreement, Seller shall identify in writing all such documents and provide District with a list of the same. The foregoing shall be collectively referred to as the "Property Related Documents". After the delivery of any and all such documents, District shall have twenty (20) days to review any and all such documents and complete any investigation or inspection of the Subject Property required by it to satisfy itself regarding any concerns District may have related to these Property Related Documents or to the physical condition of the Subject Property including without limitation environmental, geologic, flood or safety conditions. B. If during the twenty (20) day investigation period, District determines there is a condition unsatisfactory to the District, as reasonably determined by the District, District may request Seller to cure or remedy any condition at issue. If Seller is unable to cure or remedy such condition to District's satisfaction within twenty(20) days; the District shall have the right to terminate this Agreement. Alternatively, within such twenty (20) day period, Seller shall have the option, but not the obligation, to remedy the condition to District's satisfaction within such period of time and upon such terms as are agreed to by District. C. Within five (5) days of the date of District's written request to cure or remedy, Seller shall notify the District in writing whether it elects to cure or remedy said condition or conditions. If Seller notifies the District in writing of Seller's refusal to remedy any of such conditions to District's satisfaction, and if District does not notify Seller within five (5) days after the date of such notice that it is withdrawing such request, then this Agreement shall terminate at that time. Purchase Agreement Page 11 11. Hazardous Waste. A. Definitions. The term "Hazardous Waste," as used herein, means any substance, material or other thing, not naturally-occurring, 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 Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.). B. Representations and Warranties. For the purpose of consummating the sale and purchase of the Subject Property and except as disclosed in the attached Exhibit E, 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) The Subject Property does not contain any Hazardous Waste or underground storage tanks; (ii) Seller and the Subject Property are in compliance with all applicable federal, state and local laws, statutes, ordinances, orders, guidelines, rules and regulations pertaining to Hazardous Waste or underground storage tanks; (iii) At the time Seller acquired the Subject Property, Seller did not know and had no reason to know that any Hazardous Waste was present, used, manufactured, handled, generated, stored, treated, discharged, buried or disposed of on, under or about the Subject Property, or had been transported to or from the Subject Property; (iv) Seller has not undertaken, permitted, authorized or suffered, and will not undertake, permit, authorize or suffer the presence, use, manufacture, handling, generation, storage, treatment, discharge, release, burial or disposal on, under or about the Subject Property of any Hazardous Waste, or the transportation to or from the Subject Property, of any Hazardous Waste; (v) There is no pending or, to Seller's best knowledge, threatened litigation or proceedings before any administrative agency in which any person or entity alleges the presence, release, threat of release, placement on, under or about the 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 Hazardous Waste; Purchase Agreement Page 12 (vi) Seller has not received any notice and has no knowledge or reason to know that any governmental authority or any employee or agent thereof has determined, or threatens to determine, that there is a presence, release, threat of release, placement on, under or about the 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 Hazardous Waste; (vii) There have been no communications or agreements with any governmental authority or agency (federal, state or local) or any private entity, including, but not limited to, any prior owners of the Subject Property, relating in any way to the 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 Hazardous Waste. C. Indemnity. Seller shall indemnify, defend and hold harmless District from and against any legal or administrative proceedings brought against District, and all claims, liabilities losses, damages, and costs, foreseen and unforeseen, including without limitation, attorney, engineering and other professional or expert fees, directly or indirectly arising from any breach of the warranties or representations contained herein, or arising from related to or connected with the existence of any Hazardous Waste on or in the Subject Property, except when any Hazardous Waste contamination was caused solely by District. Seller shall be solely and completely responsible for responding to and complying with any administrative notice, order, request, or demand, or any third party claim or demand relating to potential or actual Hazardous Waste contamination on or in the Subject Property, including any and all costs of remediation and cleanup, except when such contamination was caused solely by District. In addition to any remedies provided in this subsection, in the event Hazardous Waste is found to exist on the Subject Property, District may exercise its right to bring an action against Seller to recover any cleanup, repair or remediation costs from Seller and/or any other person or persons determined to have responsibility for the presence of Hazardous Waste on the Subject Property. 12. Waiver of Relocation Benefits and Statutory Compensation. Seller and District understand and agree that Seller may be entitled to receive certain relocation benefits and the fair market value of the 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 et seq. Seller hereby waives any and all existing and/or future claims or rights Seller may have to any relocation assistance, benefits, procedures, or policies as provided in said laws or regulations adopted there under and to any other compensation for the Subject Property, except as provided in this Agreement. Seller has been advised as to the extent and availability of such benefits, procedures, notice periods, and assistance, and freely and knowingly waives such Purchase Agreement Page 13 claims, rights and notice periods applicable to the Subject Property except as set forth in this Agreement, including the fair market value of said Subject Property, as provided for by said Federal Law and any similar California Law. 13. Charitable Contribution. District and Seller acknowledge and agree that Seller may seek a tax benefit for the charitable contribution of the difference between the Purchase Price being paid by the District and the Subject Property, s fair market value being donated to the District as part of this transaction. District expresses no opinion as to whether Seller will receive any deduction for federal or state income tax purposes as result of this transaction. Seller acknowledges and agrees that Seller is relying solely upon the advice of its own attorneys, accountants and other professional advisors with respect to all such matters, and to the tax consequences of this Agreement in general. Without limitation of the foregoing, if such contribution is not deductible for federal and state income tax purposes, in whole or in part, such non-deductibility or non-treatment will not relieve Seller of any of its obligations under this Agreement or otherwise affect this Agreement in any way or require the payment of any additional or substitute consideration by District for the purchase of the Subject Property or entitle Seller to any remedies against District as a result thereof. District agrees to provide Seller with an executed IRS Form 8283 as evidence of the Bargain Sale price accepted by Seller thereunder. 14. Miscellaneous Provisions. A. Access for Investigations. From the date Seller delivers an executed copy of this Purchase Agreement 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 Subject Property for the purpose of inspecting, testing and evaluating the same; provided, however, that District may not perform any work on the Subject 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 attorneys' fees and costs), liabilities, damages, and liens caused by the activities of District Parties while upon the Subject Property prior to the Closing; provided, however, the foregoing indemnity shall not cover or include any claims, damages or liens resulting from District, s discovery of any Hazardous Waste or other pre- existing adverse conditions pursuant to its inspections, testing or evaluation. District, s inspections shall be at District, s sole expense. District shall repair any damage to the Subject Property that may be caused by the District Parties while on the Subject Property performing its inspections. Purchase Agreement Page 14 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 rights and duties of the parties. C. Attorneys' Fees. If either party hereto incurs any expense, including reasonable attorneys' fees, in connection with any action, proceeding or arbitration instituted by reason of any default or alleged default of the other party hereunder, the party prevailing in such action or proceeding shall be entitled to recover from the other party reasonable expenses and attorneys' fees in the amount determined by the Court, whether or not such action, proceeding or arbitration goes to final judgment. In the event of a settlement or final judgment in which neither party is awarded all of the relief prayed for, the prevailing party as determined by the Court shall be entitled to recover from the other party reasonable expenses and attorneys' fees. D. Amendment and Waiver. 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. E. Riphts Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. F. Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by Purchase Agreement Page 15 telex, telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as follows: Seller: The CHY Company 2555 Third Street Sacramento, CA 95818 Attn: D. Mark Kable (916) 442-2555 FAX (916) 442-4239 cc: The CHY Company 200 Litton Drive #210 Grass Valley, CA 95945 Attn: G. Keith Chambers (530) 274-6451 FAX (530) 274-0411 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 (-3)rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. G. Severabilit . 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. Purchase Agreement Page 16 H. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed as an original, and when executed, separately or together, shall constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. I. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. J. Entire Agreement. This Agreement is intended by the parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings relating to the same subject matter. K. 'rime of Essence. Time is of the essence of each provision of this Agreement in which time is an element. L. Survival of Covenants. All covenants of District or Seller which are expressly intended hereunder to be performed in whole or in part after the Closing, and all repre- sentations and warranties by either party to the other, 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. M. Assignmen . 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. Not withstanding the foregoing, this Agreement may be assigned by Seller in its entirety together with all of Seller's rights and obligations to a successor or assignee of Seller's designation. N. Further Documents and Acts. Each of the parties hereto agrees to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions described and contemplated under this Agreement. O. Bindina, on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. P. Broker's Commission. Seller and District represent that they have dealt with no broker or finder in connection with the transaction contemplated by this Agreement and neither shall not be responsible for any real estate commission or other related costs or fees in this transaction. Seller and District agree to and do hereby indemnify and hold harmless one Purchase Agreement Page 17 another from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying party in connection with this transaction. Q. Captions. Captions are provided herein for convenience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement, nor as evidence of the intention of the parties hereto. R. Pronoun References. In this Agreement, if it be appropriate, the use of the singular shall include the plural, and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. S. Arbitration of Disputes. If a dispute arises out of or relates to this Agreement or the performance or breach thereof, the parties agree first to participate in non- binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy or claim shall be settled by binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right of discovery. Hearings shall be held in Santa Clara County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO APPEAL UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING FROM THE MATTER INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. Purchase Agreement Page 18 1 SELLER INITIAL DISTRICT INITIAL VvU UJ2 15. Acceptance. Provided that this Agreement is executed by Seller and de ivered to District on or before December 6, 2002, District shall have until midnight December 18, 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 Subject Property to District for the consideration and under the terms and conditions herein set forth. Said offer shall remain irrevocable during this period without the necessity of execution and acceptance of this Purchase Agreement by District. As consideration for said irrevocable offer, District has paid into escrow and Seller acknowledges receipt of the sum of Ten Thousand Dollars and No/100 ($10,000.00), which shall be applied to the Purchase Price as set forth in Section 2 hereof. 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: MIDPENINSULA REGIONAL OPEN THE CHY MPANY. A California SPACE DISTRICT Ge ;ZC�—"Setzer, ership ACCEPTED FOR RECOMMENDATION B Hard' Its G r4P4,ner j��2 Michael C. Williams, Real Property Date: Representative �. By: Date: 2- 2 al Setzer, Its General artner APPROVED AS TO FORM: Date: ZZ By: usan S ectman, General Counsel Jo Ann tzer, Its General Partner OVAL: Date: By:CalSam J Enterprises, a California L. Crai tt eneral Manager limited artnership APPROVED AND ACCEPTED By: I do Purchase Agreement Page 19 ' G. Cal C. Setzer, is G neral Partner Date: U President, Board of Directors By: ATTEST: Jo An Setzer, Its General P ner Date: \IA LA O'�— istri Date: By:SETZER REVOCABLE TRUST DATED FEBRUARY , 2000, AS MODIFIED AND RE ED JUI Ar 4, 20 By: Hardie C. Setzer, T tee Date: r H Date:- Z;5 - �Z 43'Cal C. Setzer Date: 2 z �-- Jo Setzer Date: �'\c) �— Exhibit "E" Disclosure Schedule I Abandoned Vehicles • Numerous prior incidents of continuous abandonment, and subsequent removal initiated by Seller, of motor vehicles (all on the Santa Clara County parcel—APN 562-12-021); and • Presently, one abandoned automobile just over the westerly edge of Loma Prieta Road approximately one-quarter mile north of Its intersection with the road to Mt. Madonna (affecting Santa Clara County parcel APN 562-12-021) 2. Illegal Disposal of Household Garbage and Yard Trimmings • Presently, four known locations of illegal dumping at the following locations along Loma Prieta Road: W One-quarter mile east of Seller's westerly boundary line at the southerly edge of Loma Prieta Road (affecting Santa Cruz County parcel APN 098-141-12); a One-quarter mile west of Seller's easterly boundary line at the southerly edge of Loma Prieta Road near its intersection with the road to Mt. Madonna (affecting Santa Cruz County parcel APN 098-141-12); , , a One-quarter mile north of the intersection of Loma Prieta Road and the road to Mt. Madonna at the easterly edge of Loma Prieta Road (affecting Santa Clara County parcel APN 562-12-021); and E At the westerly edge of the intersection of Loma Prieta Road with the roads to Sierra Azul and Loma Chiquita (affecting Santa Clara County parcel APN 562-12-021). 3. Unauthorized Storage (and subsequent removal)of Vehicles - at the intersection of Loma Prieta Road with the roads to Sierra Azul and Loma Chiquita (affecting Santa Clara County parcel APN 562-12-021): 2 Two mobile homes on one occasion; a Numerous demolished automobiles over a period of approximately one month. 4. Unauthorized off-highway vehicle traffic along ridgellnes following fuel break construction by the California Department of Forestry during the Lexington Fire of 1985 (affecting Santa Cruz County parcel APN 098-141-12 and Santa Clara County parcels APN's 562-12-021 and 562-12-022). (5484/24891CVC/626596.D0Q) EXH191T �NOM AMRICAN DIRECT ALL INQUIRIES TO: E IN Escrow Officer: Susan K. Trovato COMPANY Telephone No.: (408)399-4100 Our No.: 56007-521 71 1 49-SKT Mid-Peninsula Regional Open Space c/o North American Title Company, Inc. Branch No. 560-07 497 N. Santa Cruz Avenue Los Gatos, CA 95030 Buyer(s): Mid-Peninsula Regional Open Space District Property Address: Assessor's Parcel Nos. 562-12-021 & 562-12-022 Los Gatos, California Preliminary Report IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, North American Title Company, Inc. HEREBY REPORTS THAT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED,AS OF THE DATE HEREOF,A POLICY OR POLICIES OF TITLE INSURANCE, DESCRIBING THE LAND AND THE ESTATE OR INTEREST HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY DEFECT, LIEN, OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS AND STIPULATIONS OF SAID POLICY FORMS. THE PRINTED EXCEPTIONS AND EXCLUSION FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE SET FORTH ON THE ATTACHED COVER, COPIES OF THE POLICY FORMS SHOULD BE READ, THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT. PLEASE READ THE EXCEPTIONS SHOWN OR REFERRED TO BELOW AND THE EXCEPTIONS AND EXCLUSIONS SET FORTH IN EXHIBIT A OF THIS REPORT CAREFULLY. THE EXCEPTIONS ARE MEANT TO PROVIDE YOU WITH NOTICE OF MATTERS WHICH ARE NOT COVERED UNDER THE TERMS OF THE TITLE INSURANCE POLICY AND SHOULD BE CAREFULLY CONSIDERED. IT IS IMPORTANT TO NOTE THAT THIS PRELIMINARY REPORT IS NOT A WRITTEN REPRESENTATION AS TO THE CONDITION OF TITLE AND MAY NOT LIST ALL LIENS, DEFECTS, AND ENCUMBRANCES AFFECTING TITLE TO THE LAND. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS THERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY, IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE,A BINDER OR COMMITMENT SHOULD BE REQUESTED. Dated as of July 29,2002 Pam Thompson/pu at 07:30 am Title Officer/Examiner 497 N. Santa Cruz Avenue, Los Gatos, CA 95030 Phone No.: (408)399-4100 Fax No.: (408)354-3212 The form of policy of title insurance contemplated by this report is: 1990 -CLTA Owner's Standard Coverage Policy The estate or interest in the land hereinafter described or referred to covered by this report Is: A fee Title to said estate or interest at the date hereof is vested in: The Chy Company, a California General Partnership Page 2 Order No.: 56007-52171149-SK1 Description: The land referred to herein is situated in the State of California, County of Santa Clara, Unincorporated Area,and is described as follows: THE REAL PROPERTY LOCATED IN SANTA CLARA COUNTY, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS PARCEL ONE IN THAT CERTAIN DEED TO THE CHY COMPANY,A PARTNERSHIP, RECORDED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON OCTOBER 29, 1969 IN BOOK 8719, PAGE 545, ET SEQ., OF OFFICIAL RECORDS AND FOLLOWING REFERENCE TO WHICH DEED AND THE RECORD THEREOF IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SANTA CLARA IS HEREBY MADE FOR A MORE PARTICULARLY DESCRIPTION OF THE SAID LANDS. EXCEPTING THEREFROM ANY PORTION THEREOF LYING WITHIN THE COUNTY OF SANTA CRUZ, STATE OF CALIFORNIA,AS SAID COUNTY NOW EXISTS. ALSO EXCEPTING THEREFROM THE LANDS CONVEYED TO THE STATE OF CALIFORNIA BY FINAL ORDER OF CONDEMNATION IN FAVOR OF THE STATE OF CALIFORNIA,A COPY OF WHICH IS RECORDED IN BOOK 7227 OF OFFICIAL RECORDS AT PAGE 169, SANTA CLARA COUNTY RECORDS. ALSO EXCEPTING THE LANDS CONVEYED TO THE PACIFIC TELEPHONE AND TELEGRAPH BY DEED RECORDED IN BOOK 5550 OF OFFICIAL RECORDS AT PAGE 74, SANTA CLARA COUNTY RECORDS. AP No.: 562-12-021 & 562-12-022 Page 3 Order No.: 56007-52171149-SKT At the date hereof exceptions to coverage In addition to the printed exceptions and exclusions contained in said policy form would be as follows: 1 General and Special Property Taxes, and any assessments collected with taxes, including utility assessments, are a lien not yet payable to be levied for the fiscal year 2002-2003. 2. The Lien of Supplemental Taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75)of the Revenue and Taxation Code of the State of California. 3. Such Rights and Easements for Navigation and Fishery which may exist over that portion of said land lying beneath the waters of Los Gatos Creek. 4. Rights of the public, county and/or city in that portion lying within the street as it now exists: Loma Prieta Ave., Casa Loma Rd. & Loma Chiquita Rd.. 5. An easement affecting the portion of said land and for the purpose stated herein,and incidental purposes. In Favor of: Pacific Gas and Electric Company, a California corporation No representation is made as to the present ownership of said easement. Purpose: Public Utilities Recorded: August 10, 1954 Instrument No.: 997265 Book: 2934 Page: 240 Affects: A portion of this and other property as described in said document 6. An easement affecting the portion of said land and for the purpose stated herein,and incidental purposes. In Favor of: Pacific Gas and Electric Company, a California corporation No representation is made as to the present ownership of said easement. Purpose: Public Utilities Recorded: January 12, 1955 Instrument No.: 1043341 Book: 3057 Page: 86 Affects: A portion as described in said document Page 4 Order No.: 56007-52171149-SKT 7. A Lease executed by and between the parties named herein, for the term and upon the terms, covenants and conditions therein provided. Type of Lease: None Shown Dated: August 19, 1955 Lessor: Monterey Bay Redwood Company, a corporation Lessee: Pacific Gas and Electric Company, a California Utility Corporation Term: None Shown Recorded: September 15, 1955 Instrument No.: 1128003 Book: 3279 Page: 463 Among other things, said Lease provides for: An Extension of Term, For 15-year periods, Various Easements The present ownership of the Leasehold created by said Lease and other matters affecting the interest of the Lessee are not shown herein. 8. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: Pacific Gas and Electric Company and the Pacific Telephone and Telegraph Company, a California corporation No representation is made as to the present ownership of said easement. Purpose: Public Utilities Recorded: January 26, 1956 Instrument No.: 1173312 Book: 3398 Page: 527 Affects: A portion as described in said document 9. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: Pacific Telephone and Telegraph Company, a California corporation, it's Successors and/or Assigns No representation is made as to the present ownership of said easement. Purpose: Rights and Rights of way Recorded: April 24, 1962 Instrument No.: 2180781 Book: 5550 Page: 74 Affects: The exact location and extent of said easement is not disclosed of record Page 5 Order No.: 56007-52171149-SKT 10. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: Pacific Telephone and Telegraph Company No representation is made as to the present ownership of said easement. Purpose: Communication Facilities, Ingress and Egress Recorded: April 24, 1962 Instrument No.: 2180782 Book: 5550 Page: 77 Affects: Portion described therein Portions of said right of way were quitclaimed by instrument executed by The Pacific Telephone and Telegraph Company, a California corporation, in favor of Glenco Forest Products, a California corporation, and recorded February 23, 19678 in book 7646, page 659, official records. 11. An easement affecting the portion of said land and for the purposes stated herein, and incidental purposes, condemned by Final Decree. No representation is made as to the present ownership of said easement. In Favor of: State of California Purpose: Water Conduit,Telephone Line, Road Case No.: 163446 Recorded: December 28, 1965 Instrument No.: 2983680 Book: 7227 Page: 169 Affects: Portions described therein 12. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: Pacific Gas and Electric Company, a California corporation No representation is made as to the present ownership of said easement. Purpose: Public Utilities Recorded: March 1, 1968 Instrument No.: 3376696 Book: 8042 Page: 629 Affects: A 10 foot strip as described in said document Page 6 Order No.: 56007-52171149-SKT 13. The Unrecorded Lease by and between the parties named herein, for the term and upon the Terms, Covenants and Conditions therein provided: Disclosed By: Memorandum of Lease Type of Lease: None Shown Dated: June 9, 1972 Lessor: Chy Company, a Co-Partnership Lessee: KNTV Channell 11, a division of Gill Industries,a California corporation Term: None Shown Recorded: November 3, 1977 Instrument No.: 4386172 Book: 0099 Page: 9 The present ownership of the Leasehold created by said Lease and other matters affecting the interest of the Lessee are not shown herein. 14. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. No representation is made as to the present ownership of said easement. Purpose: Water Conduit, Electric Power Line, Telephone Line, Road Recorded: October 2, 1978 Instrument No.: 6155695 Book: D993 Page: 160 Affects: Portion described therein 15. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In Favor of: Pacific Gas and Electric Company, a California corporation No representation is made as to the present ownership of said easement. Purpose: Public Utilities Recorded: June 7, 1982 Instrument No.: 7383453 Book: G828 Page: 444 Affects: A portion as disclosed in said document Page 7 Order No.: 56007-52171149-SKT 16. The Unrecorded Lease by and between the parties named herein, for the term and upon the Terms, Covenants and Conditions therein provided: Disclosed By: Memorandum of Lease Type of Lease: Communication Facilities Dated: May 18, 2001 Lessor: The Chy Company Lessee: New Loma Communications Inc. Term: 30 years Recorded: May 22, 2001 Instrument No.: 15689149 The present ownership of the Leasehold created by said Lease and other matters affecting the interest of the Lessee are not shown herein. 17. The Terms and Provisions contained in an Agreement: Entitled: Reciprocal Easement Agreement Executed By: American Towers, Inc., a Delaware corporation and New Loma Communications, Inc., a California corporation and The Chy Company, a California General Partnership Recorded: May 22, 2001 Instrument No.: 15689150 18. We find of record the following Certificate of Partnership as required by Section 16011, et seq., of the Corporations Code,which recites that the following named parties are all of the General Partner(s)of the Partnership named therein. Partnership: The Chy Company General Partners: hardie C. Selzer and G. Cal Selzer, as Trustee of the Cal and Jo Ann Selzer Trust dated September 9, 1994 Recorded: February 18, 1999 Instrument No.: 14659370 A copy of the partnership agreement must be submitted for review prior to the Issuance of any title insurance. Page 8 Order No.: 56007-52171149-SKT INFORMATIONAL NOTES: A. There are no conveyances affecting said land recorded within twenty-four (24) months of the date of this report. B. General and Special Property Taxes for the fiscal year shown below have been paid. Fiscal Year: 2001 -2002 Total Amount: $2,524.48 First Installment: $1,262.24 Paid Second Installment: $1,262.24 Paid Land: $191,512.00 Code Area: 72-007 Parcel Number: 562-12-021 & 562-12-022 C. Pursuant to Section 12413.1 of the insurance code funds deposited in escrow must be held for the following time periods before they can be disbursed: 1 Cash or wired funds—available for immediate disbursal after deposit in bank or confirmation of receipt in account. Bear in mind that Cash will be accepted from customers only under special circumstances as individually approved by management. 2. Cashier checks, certified checks,tellers checks--next day available funds. 3. All other checks must be held in accordance with regulation CC adopted by the Federal Reserve Board of Governors before they must be disbursed. 4. Drafts must be collected before they may be disbursed. North American Title Company will not be responsible for accruals of interest or other charges resulting from compliance with the disbursement restrictions imposed by state law. For Your Information, Our Wire Instructions Are: Wire To: Credit The Account of: Comerica Bank North American Title Company Detroit, Michigan Bank Account No.: 1891528554 Routing No.: 121137522 Escrow No.: 56007-52171149-SKT Branch/County No.: 560-07 Attn: Susan K.Trovato Page 9 Order No.: 56007-52171149-SKT OFFICC OF COUNTY ASSESSOR SAN TA CLARA COUNTY, CALIF OR MIA Y © P.M. 606 -Y- 16 CL �p . 2 -i C6 I ..,ti u•AN`� SLctr T.i i,0..1E CE V ... �.r •��...�.•..1. --•- �"� F" .1�-• IOK USA. �`f FIN.NCL.a I (V te) 'U-1152 AC.I NCL. A 11 .' rM rl~ yI, f7RJf OND((TRAJV.rY11T-j / O rh ...YI.•.•.JTdTMNM daf / ` O � IVAa s7rizs � UI •� /, NIM AC nac O ( 4. fe_...' IMP K 7ML /�Awat/ Z a••�, V+, rs: / - ........... cps lINY(T lV LOMA Cg10UiT eL a A0 x 7RAL SAL 2b7f-�S-(ItrN I'Oi 1.L7 J {\7` (Ml fY OLEASE O 3 . symiclURES KTIIN PMNa DOLWARI ,, f' ` d S NOTE: ORIONAL SEE MAP AMENDED PER LAW 04 OWWS REV"tLTTDI DATED 1E/1S/t7. Q I i U rx TAIL '- w i Q1 CA tt co 2 CL Z , .Pir.ffs/ifir , � � BK SANTA CR Tss V Z CO. 1100X EETANJSNED BY a".VOL RJI.-S.IS IH9.-TI coUvTY N V u) R►1ARMAtIGN qN THIa PtAt IV ONOVM►FA E9R � � UMAf11111 L f10rE-A54.S5011 YOUR CONVENIENCE AS A GUIDE TO THE GENERAL cob"A Iw_�N>�.� ry t.c*A.E r.II t t c.k S<.nr p LOCATION OF THE SUBJECT PROPERTY.THE ACCURACY AUG Z B 2001A""'m° oN OF THIS PLAT IS NOT GUARANTEED,NOR IS IT A PART OF ANY POLICY,REPORT OR GUARANTEE TO WHICH IT MAY BE ATTACHED.' EXNW, PRELIMINARY REPORT SANTA CRUZ TITLE COMPANY ® 201 River Street,Santa Ctvz,CA 95M(831)426-N"/FAX(831)42t3.8511 E] 223 River Street#C,Santa Cruz,CA 95M(831)4MI974/FAX(63l)4714M O 830 Bay Avenue,#A.Capltola,CA 95010(831)47"2291 FAX(831)479.3641 O 1955 41st Avenue,#A-5,Capitol*,CA 9SO10(831)4764000/FAX(831)4T6-1647 ❑ 4340 Scotts Valley Dr.#A,Scotts Valley,CA 95066(831)439.4200/FAX(831)438-5369 O 9055 Soquei Drive,Aptos,CA 9S003(831)68"5661 FAX(831)69&4625 0 1820 Main Street,Watsonville,CA 95076(831)T24-8804/FAX(331)724.2633 O 1S41 Pacific Avenue,#D,Santa Cruz,CA 95060 (831)426-1711 I FAX(831)427.321T August 12,2002 IMPORTANT WHEN REPLYING REFER TO NORTH AMERICAN TITLE COMPANY OUR NO.: 09487889 JHM 497 NORTH SANTA CRUZ AVENUE LOS GATOS,CA 95030 ATTENTION: SUSAN TROVATO Escrow Officer YOUR NO.: 56007.52171149-SKT PROPERTY: UNIMPROVED In to the above referenced a ti n responsepp catio for a Policy of titre insurance, Santa Cruz Tine Company hereby reports that it is prepared to issue,or cause to be issued, as of the data hereof,a Policy or Policies of Title Insurance, describing the land and the estate or interest therein hereinafter set forth,insuring against low which may be sustained by reason of any defect, lien, or encumbrance not shown or rzfcrred to as an Exception below or not exuded from coverage pursuant to the printed Schedules,Conditions and Stipuhawns of sold poky forma. The printed Exceptions and Exclusion from coverage of said Poky or Policies acre set forth in 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 EXCLUSION ARE MEANT TO PROVIDE YOU WiTH NOTICE OF MATTERS WHICH ARE NOT COVERED UNDER THE TERMS OF THE TiTLE INSURANCE POLICY AND SHOULD BE CAREFULLY CONSIDERED. IT i8 IMPORTANT TO NOTE THAT THIS PREMNARY REPORT IS NOT A WRITTEN REPRtESENTATIDN AS To THE CONDITIONS OF TITLE AND MAY NOT LIST ALL LIENS,DEFECTS.AND EmcumfgRANCES AFFECTM ME TO THE LAND. This report(and any supplements or amendments thereto)is issued Sxlety for the propose of facilit*ting the Issuence of a Policy of Tide Insurance and no WW is assumed hereby. If it is desired that liabliftv be assumed prior to the Issuance of a Policy of Title insurance,a Binder or Commitment should be requested. Dated as of Au 2,2002 at 7:30 a.m. 47,11. '6"e, - Vy August Judy Murray,Tide Officer The form of Policy of Title Insurance contemplated by this Report is: C.L.TA Coverage Policy- 1990 The estate or interest In the land hereinafter described or refarisd to coverer by this Report IS: A FEE Title to said estate or interest at the date hereof is vested in: The Chy Company,a partnership composed of Hardie C.Setter,Garner C.Beta:er,and M.Yvonne Rolfe At the date hereof exceptions to coverage In addition to the printed exceptions and exclusions contained in sold policy form would be as follows: See Exceptions Page One. Order Number: 09487889 JHM EXHIBIT"A` The land referred to herein is described as tblk"s; SITUATE IN THE COUNTY OF SANTA CRUZ, STATE OF CALIFORNIA AND DESCRIBED AS FOLLOWS; BEING ALL OF PARCEL A AS SHOWN ON THAT CERTAIN MAP ENTITLED, "PARCEL MAP OF 200± ACRE PART OF THE CHY COMPANY," WHICH MAP WAS FILED FOR RECORD ON AUGUST 23, 1979 IN BOOK 33 OF PARCEL MAPS, PAGE 49,SANTA CRUZ COUNTY RECORDS. APN: 098-141-12 Order Number: 09487889 JHM 1. GENERAL AND SPECIAL COUNTY(AND CITY)TAXES,A LIEN NOT YET DUE OR PAYABLE, FOR THE FISCAL YEAR : 2002-2003 PARCEL NO, 098-141-12 2. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY,ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5(COMMENCING WITH SECTION 75)OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA, 3. RIGHTS OF THE PUBLIC IN THAT PORTION OF SAID PROPERTY LYING WITHIN LOMA PRIETA AVENUE 4. AN EASEMENT AFFECTING THE PORTION OF SAID PROPERTY AND FOR THE PURPOSE STATED HEREIN,AND INCIDENTAL PURPOSES, AS GRANTED IN THE DEED FRO M MONTEREY BAY REDWOOD COMPANY,A CORPORATION TO PACIFIC GAS AND ELECTRIC COMPANY,A CALIFORNIA CORPORATION FOR A LINE OF POLES RECORDED AUGUST 10, 1954 IN BOOK 980,PAGE 249 OFFICIAL RECORDS OF SANTA CRUZ COUNTY AFFECTS REFERENCE TO SAID INSTRUMENT IS HEREBY MADE FOR FURTHER PARTICULARS NO ASSURANCE IS MADE HEREUNDER AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT 5. THE TERMS, COVENANTS AND PROVISIONS, RELATIVE TO THE MATTERS STATED HEREIN,OF AN AGREEMENT DATED JUNE 14, 1979 EXECUTED BY THE CHY COMPANY,A CALIFORNIA GENERAL PARTNERSHIP AND PELICAN TIMBER COMPANY, A CALIFORNIA GENERAL PARTNERSHIP RELATIVE TO EASEMENTS,MAINTENANCE AND TIMBER RIGHTS RECORDED JUNE 15, 1979 IN BOOK 3070,PAGE 325 OFFICIAL RECORDS OF SANTA CRUZ COUNTY AND RE-RECORDED JULY 5, 1979 IN BOOK 3078,PAGE 560 OFFICIAL RECORDS OF SANTA CRUZ COUNTY 6. RECITALS,REQUIREMENTS OR OTHER MATTERS AS SHOWN ON THE MAP OF "PARCEL MAP OF 200,(MORE OR LESS)ACRE PART OF THE C.H.Y.COMPANY" FILED FOR RECORD AUGUST 23, 1979 IN BOOK 33 OF MAPS,PAGE 49 SANTA CRUZ COUNTY RECORDS AS FOLLOWS, IN PART THIS PARCEL IS NOT A BUILDABLE SITE UNTIL AN AMENDMENT TO 79-636-MLD IS MADE IN WHICH THE REQUIREMENTS FOR A BUILDABLE SITE ARE MET. Continued Exceptions Pie{ Order Number: 09487mg JHM 7. AN EASEMENT AFFECTING THE PORTION OF SAID PROPERTY AND FOR THE PURPOSE STATED HEREIN.AND INCIDENTAL PURPOSES,AS SHOWN OR DEDICATED ON THE MAP OF "PARCEL MAP OF 200,(MORE OR LESS)ACRE PART OF THE C.H.Y.COMPANY" FILED FOR RECORD AUGUST 233, 1979 IN BOOK 33 OF MAPS, PAGE 49 S ANTA CR U,Z COUNTY RECORDS FOR 40 FOOT RIGHT OF WAY FOR INGRESS AND EGRESS APPURTENANT TO PARCEL B AFFECTS WESTERLY PORTION OF PREMISES NO ASSURANCE IS MADE HEREUNDER AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT N 21U A: NO TRANSFER OR AGREEMENTS TO TRANSFER THE PROPERTY DESCRIBED HEREIN APPEAR OF RECORD WITHIN TWENTY-FOUR MONTHS OF THE DATE OF THIS REPORT. TITLE OF THE VESTEE HEREIN WAS ACQUIRED BY INSTRUMENT GRANT DEED FROM PELICAN TIMBER COMPANY,A CALIFORNIA GENERAL PARTNERSHIP TO THE CHY COMPANY,A PARTNERSHIP COMPOSED OF HARDIE C.SETZER,GARNER C. SETZER AND M.YVONNE ROLFE RECORDED JANUARY 22, 1980 IN BOOK 3156,PAGE 465 OFFICIAL RECORDS OF SANTA CRUZ COUNTY INSTRUMENT NO. 3154 B. LAST INSURED DATE OVER FIVE YEARS C. THE FOLLOWING IS SHOWN FOR TAX PRORATION PURPOSES ONLY. THE INSTALLMENTS SHOWN HEREUNDER ARE PAID IN FULL UNLESS OTHERWISE SHOWN IN THIS REPORT AS A NUMBERED EXCEPTION. GENERAL AND SPECIAL COUNTY(AND CITY)TAXES. INCLUDING PERSONAL PROPERTY TAX, IF ANY FOR THE FISCAL YEAR 2001 2002 LAND VALUATION : $84.292.00 IMPROVEMENT VALUATION $-0. PERSONAL PROPERTY $ EXEMPTIONS $-0- CODE AREA NO. 79-032 PARCEL NO. 098-141-12 13=INSTALLMENT S474.34 2"D INSTALLMENT $474.34 Continued Exceptions Pap 2 Order Number:, 09487889 JHM NOTES-CONTINUED D, A CERTIFIED COPY OF A STATEMENT OF PARTNERSHIP AUTHORITY(FORM GP-1)AND ANY AMENDMENTS THERETO, FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF CALIFORNIA PURSUANT TO UNIFORM PARTNERSHIP ACT OF 1994, SECTION 16100 ET$EQ. OF THE CORPORATIONS CODE, DISCLOSES THE FOLLOWING: CURRENT GENERAL PARTNERS HARDIE C. SETZER,G.CAL SETZER,AS TRUSTEE OF THE CAL 8 JO ANN SERER TRUST DATED 919t94 OF : THE CHY COMPANY RECORDED FEBRUARY 18, 1999 OFFICIAL RECORDS OF SANTA CRUZ COUNTY INSTRUMENT NO. 1999-0011917 € THIS IS A TITLE ONLY ORDER,AND AS SUCH THIS OFFICE WILL NOT BE PERFORMING ANY ESCROW FUNCTIONS, FOR QUESTIONS PERTAINING TO YOUR ESCROW PLEASE CONTACT NORTH AMERICAN TITLE COMPANY ADDRESS 497 NORTH SANTA CRUZ AVENUE LOS GATOS,CA 95030 TELEPHONE NO. 408-354-3212 ATTENTION SUSAN TRQVATO REFERENCE 56007-521 71 1 49-SKT F. THE POLICY OR POLICIES OF TITLE INSURANCE CAUSED TO BE ISSUED IN THIS TRANSACTION WILL BE ISSUED BY ONE OF OUR AUTHORIZED UNDERWRITERS, G. NOTE: THE ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE(10-17-98)CONTAINS SPECIFIC DEDUCTIBLE AMOUNTS AND SPECIFIC LIABILITY MAXIMUMS FOR COVERED RISK NUMBERS 14, 15, 16 AND 18 OF SAID POLICY THAT HAVE BEEN FILED AND APPROVED BY THE VARIOUS DEPARTMENTS OF INSURANCE WHERE THE FORMS HAVE BEEN FILED. PLEASE CONSULT WITH YOUR ESCROW OR TITLE OFFICER IF YOU HAVE QUESTIONS REGARDING THE POLICY, BGR:bp Continuer! Exceptims Page 3 _... _. A�1 IV L�AAA^tiY��CIY ,iL RR]/TS•J SfRIL. ©�IVCY�LA7/ciYn •.•� •��•'•,. J,•f,i, G Ill, I ,1 V•)., IS.1I_., 1'f.11.[). & m ..... �[>eVYfT illJ3rif�NJ - . z- ol k106 EASTER�r IP9 ak10 45 \t �'urr►,IT R11 x At)WNiAIION .� RANC►Ip Y i �f �V Q VVV"' O Na eu: - (D 1f e a a 9 1 Z r t R a� h u, p ■tea �� Bk.9 ]a llote - Assessor's Parcel Block Assessor's Mop No.. 98-14 --- Nuribers'Shown in CiJ cles. County of Santu Cruz, Calif. Jon 1997 SIERRAAZ �OyS.P. Nl R S } Water a da Easements O, hua a"= Access Easement �' Retained Loma Prieta Site Portion of Santa Clara Approx. 36 Acres A- E. Co. APN 562-12-022 , Y� Approx. 39 Acres ` �\% - J a GhiQ Public Utility o' Access -\` Easements %�, • •. / � Easements an Clara Co--�N C 56242-02 p l Santa Cruz o. P //-0 -1 41 1 ,�Appox. 1 A Lt9 A P IF�ETAANC �g , (POST) TR S:U1CVRwiPMW0s1Swra_AzunChy_CbmpwV Exhibd_C%Exhibn C.pdf EXHIBIT C 0 0.25 05 1Mile i Exhibit D WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attention: M. Williams DULY RECORDED WITHOUT FEE Pursuant to Government Code NO TRANSFER TAX DUE Sections 6103, 27383. PUBLIC AGENCY ACQUIRING TITLE, QUITCLAIM DEED CALIFORNIA REVENUE AND TAXATION CODE SECTION 11922 By: THE CHY COMPANY, A CALIFORNIA GENERAL PARTNERSHIP, does Hereby REMISE, RELEASE AND FOREVER QUITCLAIM to MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district farmed pursuant to Article 3, of Chapter 3 of Division 5 of the California Public Resource Code Any right, title or interest in that certain real property in the unincorporated area of the County of Santa Cruz, and Santa Clara County State of California being more particularly described in"Exhibit I" as attached hereto and incorporated herein by this reference and in that certain Grant and Reservation of Easements/Grant and Reservation of Profits recorded on June 15, 1979 in Book 3070, Page 325 and re-recorded July 5, 1979 in Book 3078, Page 560 Official Records of Santa Cruz County. THE CHY COMPANY,A CALIFORNIA COUNTY OF GENERAL PARTNERSHIP By: On before me, Hardie C. Setzer, Its General Partner Personally appeared By: G personally known to me-OR-G proved to me on the basis of satisfactory evidence G. Cal C. Setzer, Its General Partner to be the person(s)whose name(s) is/are subscribed to the within STATE OF CALIFORNIA instrument and acknowledged to me B that he/she/they executed the same Y in his/her/their then/t authorized ignatcapaurefs)L Jo Ann Setzer, Its General Partner and that by his/her/their signaturefsl � on the instrument the person(s),or the entity upon behalf of which the personls)acted,executed the instrument. WITNESS my hand and official seal. Exhibit D By: Ca1Sam J. Enterprises, a California Limited Partnership By: G. Cal C. Setzer, Its General Partner Date By: Jo Ann Setzer, Its General Partner Date By: SETZER RECOCABLE TRUST FEBRUARY 29, 2000, AS MODIFIED AND RESTATED JULY 22, 2002 By: Hardie C. Setzer, Trustee Date: Hardie C. Setzer By: G. Cal C. Setzer Date: By: Jo Ann Setzer Date: Exhibit "E" Disclosure Schedule 1. Abandoned Vehicles ■ Numerous prior incidents of continuous abandonment, and subsequent removal initiated by Seller, of motor vehicles (all on the Santa Clara County parcel —APN 562-12-021); and ■ Presently, one abandoned automobile just over the westerly edge of Loma Prieta Road approximately one-quarter mile north of its intersection with the road to Mt. Madonna (affecting Santa Clara County parcel APN 562-12-021) 2. Illegal Disposal of Household Garbage and Yard Trimmings ■ Presently, four known locations of illegal dumping at the following locations along Loma Prieta Road: ■ One-quarter mile east of Seller's westerly boundary line at the southerly edge of Loma Prieta Road (affecting Santa Cruz County parcel APN 098-141-12); ■ One-quarter mile west of Seller's easterly boundary line at the southerly edge of Loma Prieta Road near its intersection with the road to Mt. Madonna (affecting Santa Cruz County parcel APN 098-141-12); ■ One-quarter mile north of the intersection of Loma Prieta Road and the road to Mt. Madonna at the easterly edge of Loma Prieta Road (affecting Santa Clara County parcel APN 562-12-021); and ■ At the westerly edge of the intersection of Loma Prieta Road with the roads to Sierra Azul and Loma Chiquita (affecting Santa Clara County parcel APN 562-12-021). 3. Unauthorized Storage (and subsequent removal) of Vehicles - at the intersection of Loma Prieta Road with the roads to Sierra Azul and Loma Chiquita (affecting Santa Clara County parcel APN 562-12-021): ■ Two mobile homes on one occasion; ■ Numerous demolished automobiles over a period of approximately one month. 4. Unauthorized off-highway vehicle traffic along ridgelines following fuel break construction by the California Department of Forestry during the Lexington Fire of 1985 (affecting Santa Cruz County parcel APN 098-141-12 and Santa Clara County parcels APN's 562-12-021 and 562-12-022). (5484/2489/CVC/626596.D0Q) / , � f � �