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HomeMy Public PortalAboutResolution - 03-04- 20030212 - Thompson Purchase RESOLUTION NO. 03-04 RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF THE PURCHASE AGREEMENT, AUTHORIZING OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION(SARATOGA GAP OPEN SPACE PRESERVE- LANDS OF THOMPSON ET AL.) 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 between Joanne Thompson et al., and the Midpeninsula Regional Open Space District a copy of which is attached hereto and by this 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 a Certificate of Acceptance for the Grant Deed on behalf of the District. Section Three. The General Manager of the District shall cause to be given appropriate notice of acceptance to seller. The General Manager is further authorized to execute any and all other documents in escrow necessary or appropriate to the closing of the transaction. Section Four. The General Manager of the District is authorized to expend up to$20,000 to cover the cost of title insurance, escrow fees,structure demolition costs and other miscellaneous costs related to this transaction. Section Five. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and documents which do not involve any material change to any term of the Agreement or documents, which are necessary or appropriate to the closing or implementation of this transaction. Section Six It is intended, reasonably expected, and hereby authorized that the District's general fund will be reimbursed in the amount of$2,600,000 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. 03-04 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on February 12, 2003, at a Regular Meeting thereof, by the following vote: AYES: N. Hanko, P. Sieme", M. Davey, K. N.c tz, L. Hai.6ett, D. L,i ttee, J. Cy't NOES: None ABSTAIN: None ABSENT: Novie ATTEST: APPROVED: 7 Secr ary resident B and 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. 4 Dist re Jerk PURCHASE AGREEMENT This Agreement is made and entered into by and between CORINNE J. as her sole and separate property, as to an undivided 1/5 interest; JAMES S. PADELT, as his sole and separate property, as to an undivided 115 interest; JOANNE THOMPSON, as her sole and separate property, as to an undivided 115 interest; JOHN G. PADELT, as his sole and separate property, as to an undivided 115 interest and CORA JEAN KEEL, now known as CORA JEAN DALE, as her sole and separate property, as to an undivided 115 interest all of whom are hereinafter collectively called, "Seller" and the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code, hereinafter called "District." RECITALS WHEREAS, Seller is the owner of certain real property which has open space and recreational value, located within an unincorporated area of the County of Santa Clara, and being more particularly described within the body of this Agreement; and WHEREAS, District was formed by voter initiative to solicit and receive conveyances of real property by purchase, exchange, gift, or bargain purchase for public park, recreation, scenic and open space purposes; and WHEREAS, District desires to purchase said property for open space preservation and as part of the ecological, recreational, and aesthetic resources of the midpeninsula area; and WHEREAS, Seller wishes to sell and convey the entirety of said property to District, and District wishes to purchase said property upon the terms and conditions set forth herein. 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. Seller agrees to sell to District and District agrees to purchase from Seller, Seller's real property located within an unincorporated area of the County of Santa Clara, State of California, containing approximately two hundred and seventy nine hundredths (200.79) acres, more or less, and commonly referred to as Santa Clara County Assessor's Parcel Numbers 351-16-022, 351-16-023, 351-27-002 and 351-27-003. Said property is further described in the Legal Description attached to Preliminary Report number 99170861 from North American Title Company (hereafter "Preliminary Report"). A copy of said Preliminary Report is attached hereto as Exhibit "A", and incorporated herein by this reference. Said property is to be conveyed together with any easements, rights of way, or rights of use which may be appurtenant or attributable to the aforesaid lands, and any and all Purchase Agreement Page 2 improvements attached or affixed thereto. All of said real property and appurtenances shall hereinafter be called the "Subject Property" or the "Property". 2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be Two Million Six Hundred Thousand and No/100 Dollars ($2,600,000.00), 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 11 herein, an escrow shall be opened at North American Title Company, 497 North Santa Cruz Avenue, Los Gatos, CA 94022 (408) 399-4100 (Escrow number 99170861) 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 on or before February 21, 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 Santa Clara County. B. Seller and District shall, during the escrow period, execute any and all documents and perform any and all acts reasonably necessary or appropriate to consummate the purchase and sale pursuant to the terms of this Agreement. C. Seller shall deposit into the escrow on or before the Closing an executed and recordable Grant Deed, covering the Property as described in said Exhibit "A". D. District shall deposit into the escrow, on or before the Closing: (i) The required Certificate of Acceptance for the Grant 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 Five Hundred Ninety Thousand No/100 Dollars ($2,590,000.00) which is the balance Purchase Agreement Page 3 of the Purchase Price of Two Million Six Hundred Thousand and No/100 Dollars ($2,600,000.00) as specified in Section 2. The balance of$10,000.00 is paid into escrow in accordance with Section 11 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 (50150) 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 County. All current property taxes on the Property shall be pro-rated through escrow between District and Seller as of the Closing based upon the latest available tax information using the customary escrow procedures. F. As a condition of Closing, 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$2,600,000 for the Property showing title to the Property vested in fee simple in District, subject only to: (i) current real property taxes, (ii) title exceptions 3, 4, 5, 6, 7, 8, 9, 10, 12 and 13 as listed in the Preliminary Report (iii) such additional title exceptions as may be approved in writing by District prior to the Closing as determined by District in its sole and absolute discretion. G. Escrow Holder shall, when all required funds and instruments have been deposited into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the County Recorder of Santa Clara County. Upon the Closing, Escrow Holder shall cause to be delivered to District the original of the policy of title insurance required herein, and to Seller Escrow Holder's check 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 % Purchase Agreement Page 4 Escrow Holder for payment of its title and escrow cancellation charges, 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 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 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. Authorfty. 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 nd at the Closi g date shall have good, I/-i� marketable and indefeasible fee simple title to t Subject P operty and the interests therein to be conveyed to District hereunder, free and clear all I' 7s and encumbrances of any type whatsoever and free and clear of any recorded or u rded option rights or purchase rights Seller title h tle as to nd t at Su the Subject c 10 t P s op clear all I s al or u and nd c _corded r C or any other right, title or interest held by any third a except for the exceptions permitted f J under the express terms hereof, and Seller shall ever in mnify and defend District from i third p r which and against any claims ma by any third par whi�h are ba d upon any inaccuracy in the foregoing representations. P /IVJ ' Z' 7. Integrity of riooegy. Except as otherwise provided herein or by express written permission granted by District, Seller shall not, between the time of Seller's execution Purchase Agreement Page 5 hereof and the close of escrow, cause or allow any physical changes on the 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 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 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 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 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 Property, or transported to or from the nropf nor h7s Seller.undertaken,permitted authorized or suffered any of the foregoing; ,j, Ar t77 (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 Property, or the use, manufacture, handling, generation, storage, treatment, discharge, burial or disposal on, under or about the Property, or the transportation to or from the Property, of any Hazardous Waste, nor has Seller received any communication from any such person or governmental agency or authority concerning any such matters. Purchase Agreement Page 6 C. Indemnity. 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, or arising from related to or connected with the existence of any hazardous substances of any kind on or in the property, except when any hazardous substance 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 substance contamination on or in the 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 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 Property. 9. Waiver of Relocation Benefits and Statutory Compensation. Seller and District understand and agree that Seller may be entitled to receive certain relocation benefits and the fair market value of the Property described in Exhibit "A", as provided for by the Federal Uniform Relocation Assistance and Real Property Acquisition Act of 1970 (Public Law 91- 646), the Uniform Relocation Act Amendments of 1987 (Public Law 100-17, Title IV of the Surface Transportation and Uniform Relocation Assistance Act of 1987 (101 Statutes, 246- 256) (42 U.S.C. '4601 et seq.), and the California Relocation Assistance Act, Government Code Section 7260 et seq. Seller hereby waives any and all existing and/or future claims or rights Seller may have to any relocation assistance, benefits, procedures, or policies as provided in said laws or regulations adopted there under and to any other compensation, except as provided in this Agreement. Seller has been advised as to the extent and availability of such benefits, procedures, notice periods, and assistance, and freely and knowingly waives such claims, rights and notice periods except as set forth in this Agreement, including the fair market value of said Property, as provided for by said Federal Law and any similar California Law. 10. Miscellaneous Provisions. A. Access for Investigations. From the date Seller delivers an executed copy of this Purchase Agreement to District and until the Closing, District and Districts 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 Property for the purpose of inspecting, testing and evaluating the same; provided, however, that District may not perform any work on the Property without Sellers prior written consent, which shall not be unreasonably withheld or delayed and further i Purchase Agreement Page 7 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 Property prior to the Closing; provided, however, the foregoing indemnity shall not cover or include any claims, damages or liens resulting from Districts discovery of any Hazardous Substance or other pre-existing adverse conditions pursuant to its inspections, testing or evaluation. Districts inspections shall be at Districts sole expense. District shall repair any damage to the Property that may be caused by the District Parties while on the Property performing its inspections. 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. Purchase Agreement Page 8 E. Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. F. Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as follows: Seller: Joanne Thompson et. al. c/o Coldwell Banker Preview Attn: Steve Cooper 221 Los Gatos-Saratoga Road Los Gatos, CA 95030 (408) 399-1410 FAX (408) 354-5991 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 bb * c w U O C t a� C y� -, a) .�.x C TJ Ei O O U cst U O +-' O w bo c3 ctf a� sU, ,D °a UcC Q G. o U04 ; aD •° U (U �, o O 3 a a, Q, °• �: a, r .. a a c w b oo,o aa ; ' v .aN . ' otO + Nab v ++ .� Uu o n U � > = > o E Oca &. w 0 � o G o o c � o a Ej U a) 0 a u a to t: $. � cn d O ` G CG O c U a w C7 tts 64 Q' pcqj cri b U O U :�: Q f�' wN U CIS Q O+ cG s. to O r. .., > —: U O p w w a ctS >G y co a s a� o 3 o O ao a)� o >, c. w 'b to 0 o ao `� 4., V o G. � "ao 'r� ��. °' � abi >, °' s o � .� � u E-� Cfjc� o H b oC43 Ui o sit .a E 2 °}' ,p a oM O p a`"i yUy v •v w °i ai U v °' U o chi �O c`s ,.' v� '� a� ;n r: .� ¢ U py o p ccs Rt r v U co z, N O �. *■ w ai .0 cts w ," p as .� � *� S3. �; aDp ci o a U 3 a 3 >, W .� °03 �' d A In c� chiCA cn cn � �, x cis U U �, a �, a� o,o 3 'o C', r. Ow o Z o U .O w o v U w v ,., 3 p � p u ed o b O b .� 00 0 0 � o v w p A cn C. w •o -10 o p _ o a c .0 aoi >, :� o" += aoi � >-. "; > d U a v ai b Ts o a� �? a� �, o o o a too a s c"i v U o Cl.co ° . ,•o 3 ° ° ° c. d ° ° .n ° d ai d 3 ai Purchase Agreement Page 10 O. Binding on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. j P. Broker's Commission. Seller states that Seller has entered into an "Exclusive Authorization and Right to Sell" agreement with Coldwell Banker Previews on September 4, 2002 ("Listing Agreement"), thereby offering said real property for sale to the general public. District shall not be responsible for any real estate commission or other related costs or fees in this transaction including, but not limited to the afore mentioned Listing Agreement. Seller agrees to and does hereby indemnify and hold District harmless 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 Seller 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 p formance or breach thereof, the p ies agree first to participate in non- binding mediation in der to resolve their dispute. If a parties are unable to resolve their dispute through mediati , or if there is any remainin unresolved controversy or claim subsequent to mediation, a remaining unresolved ntroversy or claim shall be settled by binding arbitration. The pa 'es shall jointly select a arbitrator who shall be a retired or former judge of the Superior Court o alifornia. The arbi ration shall be conducted in accordance with the rules set forth in California de of Civil Proc dure Sections 1280 et. seq. including the right of discovery. Hearings shall be he in Santa Cl a County, California. If the parties are unable to agree upon an arbitrator, the arbitr tion shall conducted by Judicial Arbitration and Mediation Services Inc. in accordance ith the les thereof. If arbitration is required to resolve a dispute, it shall in all cases be final an indi g. NOTICE: BY INITIALING IN THE SPA BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING FROM THEM TERS INCLUDED IN THE AARBITRATION OF DISPUTES@ PRO S N DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CA IFO IA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS O HA THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIA ING IN E SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGH TO APPEA UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE RBITRATI OF DISPUTES@ PROVISION. IF YOU REFUSE TO SUBMIT TO A ITRATION A R AGREEING TO THIS PROVISION,YOU MAY BE COMPS LED TO ARBIT E UNDER THE Purchase Agreement Page 11 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 OARBITRATION OF DISPUTESO PROVISION TO NEUTRAL ARBITRATION. SELLER INITIAL DISTRICT INITIAL 11. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before February 4, 2003, District shall have until midnight February 12, 2003 to accept and execute this Agreement, and during said period this instrument shall constitute an irrevocable offer by Seller to sell and convey the Property to District for the consideration and under the terms and conditions herein set forth. Said offer shall remain irrevocable during this period without the necessity of execution and acceptance of this Purchase Agreement by District. As consideration for said irrevocable offer, District has paid into escrow and Seller acknowledges receipt of the sum of Ten Thousand Dollars and No/100 ($10,000.00), which shall be applied to the Purchase Price as set forth in Section 2 hereof. 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. Purchase Agreement Page 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers to be effective as of the date of final execution by District in accordance with the terms hereof. DISTRICT: SELLER: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 6,42z •-- Corinne J. Hefts9fr #/91v5GIV ACCEPTED FOR RECOMMENDATION C U` r Date: Michael C. Williams, Real Property Representative JA APPROVED AS TO FORM: J es S. Padelt Susan M. Schectman, District Counsel D 2 Z 03 REC016; F VAL. lhc' (d!g� .Leanne Thompson L. Craig 7 L 3 General Manager Date: APPROVED AND ACCEPTED: JW G. Padelt f Directors Date: President, Board o 'Z ATTEST: — CT7 GQ- Cora Jean keel, now known as Cora Jean Dale pa)&e D` Distri erk ��/� T�RAJ61V Date: Date: (NORTH AMERICAN DIRECT ALL INQUIRES TO: TITLE Escrow Officer: SUSAN TROVATO COMPANY Telephone No. 408-395-9008 Our No.: 99170861 July 29, 1999 MID PENINSULA OPEN SPACE DIST. 330 DISTEL CIRCLE LOS ALTOS, CALIFORNIA 94022 ATTN: MIKE WILLIAMS PROPERTY ADDRESS NO SITUS GIVEN Preliminary Report IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, North American Title Company, Inc, 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 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 AND EXCLUSIONS 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. i 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 POLICY TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED. Dated as of JULY 15, 1999 PAM THOMPSON at 7:30 A.M. Title Officer 497 North Santa Cruz Avenue, Los Gatos, California 95030,Phone (408)395-9008,Fax (408)354-3517 The form of policy of title insurance contemplated by this report is: ALTA Loan Policy - Form 1 (10-17-92) and/or CLTA Standard Coverage Policy - 1990 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: tbetJCORINNE J. "ENS€N, AS HER SOLE AND SEPARATE PROPERTY, AS TO AN UNDIVIDED t 1/5 INTEREST, JAMES S. PADELT, AS HIS SOLE AND SEPARATE PROPERTY, AS TO AN UNDIVIDED 1/5 INTEREST; JOANNE THOMPSON, AS HER SOLE AND SEPARATE PROPERTY, AS TO AN UNDIVIDED 1/5 INTEREST; JOHN G. PADELT, AS HIS SOLE AND SEPARATE PROPERTY, AS TO AN UNDIVIDED 1/5 INTEREST AND CORA JEAN KEEL, NOW KNOWN AS CORA JEAN DALE, AS HER SOLE AND SEPARATE PROPERTY, AS TO AN UNDIVIDED 1/5 INTEREST Page 2 of 12 Order No. 99170861 Description: The land referred to herein is situated in the State of California, County of SANTA CLARA, IN AN UNINCORPORATED AREA, and is described as follows: PARCEL ONE: I THE SOUTHEAST QUARTER OF SECTION 31, T.7 S. R.2 W., MOUNT DIABLO BASE AND MERIDIAN SAVING AND EXCEPTING THEREFROM THE FOLLOWING DESCRIBED LANDS: (A) THE SOUTHEAST ONE QUARTER OF THE SAID SOUTHEAST QUARTER SECTION: (B) COMMENCING AT A POINT ON THE NORTHERLY BOUNDARY LINE OF THE SAID SOUTHEAST QUARTER SECTION WHICH BEARS WESTERLY ALONG THE SAID NORTHERLY BOUNDARY LINE OF THE SAID SOUTHEAST QUARTER SECTION A DISTANCE OF 500 FEET FROM THE NORTHEAST CORNER OF THE SAID SOUTHEAST QUARTER SECTION; THENCE SOUTH A DISTANCE OF 800 FEET; THENCE WESTERLY AND PARALLEL TO THE SAID NORTHERLY BOUNDARY OF THE SAID SOUTHEAST QUARTER SECTION A DISTANCE OF 650 FEET; THENCE S. 300 00' W. A DISTANCE OF 513.84 FEET; THENCE WEST A o T. OF1 137.60 FEE DISTANCE OF 461 .88 FEET; THENCE N. 30 00 E. A DISTANCE , THENCE NORTH A DISTANCE OF 259.80 FEET TO A POINT ON THE SAID NORTHERLY BOUNDARY LINE OF THE SAID SOUTHEAST QUARTER SECTION; THENCE EASTERLY ALONG THE SAID NORTHERLY BOUNDAR Y LINE OF THE SAID SOUTHEAST QUARTER SECTION A DISTANCE OF 800 FEET TO THE POINT OF COMMENCEMENT. EXCEPTING THEREFROM THAT PORTION THEREOF CONVEYED TO BELA LAND BY DEED RECORDED FEBRUARY 17, 1966 AT BOOK 7284, PAGE 507, OFFICIAL RECORDS. EXCEPTING THEREFROM MINERAL RIGHTS AND EASEMENTS APPURTENANT THERETO, AS RESERVED IN THE DEED FROM EVERETT M. CALDERWOOD AND RUTH M. CALDERWOOD, RECORDED APRIL 15, 1954 IN BOOK 2854, PAGE 43, OFFICIAL RECORDS, AND AS CONFIRMED BY JUDGMENT RECORDED OCTOBER 1 , 1956 IN BOOK 3619, PAGE 178, OFFICIAL RECORDS. SANTA CLARA COUNTY APN: 351-27-002 PARCEL TWO: THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 31, T. 7 S.R. 2 W. MOUNT DIABLO BASE AND MERIDIAN. EXCEPTING THEREFROM MINERAL RIGHTS AND EASEMENTS APPURTENANT THERETO, AS RESERVED IN THE DEED FROM EVERETT M. CALDERWOOD AND RUTH M. CALDERWOOD, RECORDED JULY 5, 1955, IN BOOK 3215, PAGE 14, OFFICIAL RECORDS, AND AS CONFIRMED BY JUDGMENT RECORDED OCTOBER 1 , 1956 IN BOOK 3619, PAGE 178, OFFICIAL RECORDS. SANTA CLARA COUNTY APN: 351-27-003 I i Page 3 of 12 Order No. 99170861 PARCEL THREE: A PORTION OF THE SOUTHWEST QUARTER OF SECTION 32, T. 7S R. 2W. MOUNT DIABLO BASE AND MERIDIAN; IN THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA; (A) BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 32; THENCE EASTERLY A DISTANCE OF 400 FEET MEASURED ALONG THE SOUTH BOUNDARY OF THE SOUTHWEST QUARTER OF SAID SECTION 32; THENCE NORTH 26° 30' EAST, A DISTANCE OF 1,477.3 FEET; THENCE WESTERLY AND PARALLEL TO THE NORTHERLY BOUNDARY OF THE SAID SOUTHWEST QUARTER SECTION, A DISTANCE OF 1,059.05 FEET TO A POINT ON THE WESTERLY BOUNDARY OF THE SAID SOUTHWEST QUARTER SECTION WHICH POINT BEARS SOUTHERLY 1,322.08 FEET FROM THE NORTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE SOUTHERLY DISTANCE OF 1,322.08 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM MINERAL RIGHTS AND EASEMENTS APPURTENANT THERETO, AS RESERVED IN THE DEED FROM EVERETT M. CALDERWOOD AND RUTH M. CALDERWOOD, RECORDED JULY 5, 1955, IN BOOK 3215, PAGE 14, OFFICIAL RECORDS, AND AS CONFIRMED BY JUDGMENT RECORDED OCTOBER 1, 1956 IN BOOK 3619, PAGE 178, OFFICIAL RECORDS. SANTA CLARA COUNTY APN: 351-16-022 PARCEL FOUR: COMMENCING AT THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF SECTION 32, T.7S.R. 2 W, MOUNT DIABLO BASE AND MERIDIAN; THENCE EASTERLY AND ALONG THE NORTHERLY BOUNDARY OF THE SAID SOUTHWEST QUARTER SECTION A DISTANCE OF 1718.1 FEET; THENCE S. 260 30' W., A DISTANCE OF 1477.3 FEET; THENCE WESTERLY AND PARALLEL TO THE SAID NORTHERLY BOUNDARY OF THE SAID SOUTHWEST QUARTER SECTION A DISTANCE OF 1059.05 FEET TO A POINT ON THE WESTERLY BOUNDARY OF THE SAID SOUTHWEST QUARTER SECTION; THENCE NORTHERLY ALONG THE WESTERLY BOUNDARY OF THE SAID SOUTHWEST QUARTER SECTION A DISTANCE OF 1322.08 FEET TO THE POINT OF COMMENCEMENT. EXCEPTING THEREFROM MINERAL RIGHTS AND EASEMENTS APPURTENANT THERETO, AS RESERVED IN THE DEED FROM EVERETT M. CALDERWOOD AND RUTH M. CALDERWOOD, RECORDED APRIL 15, 1954 IN BOOK 2854, PAGE 43, OFFICIAL RECORDS, AND AS CONFIRMED BY JUDGMENT RECORDED OCTOBER 1 , 1956 IN BOOK 3619, PAGE 178, OFFICIAL RECORDS. SANTA CLARA COUNTY APN: 351-16-023 Page 4 of 12 Order No. 99170861 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 1999/2000. 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 and easements for navigation and fishery which may exist over that portion of said land lying beneath the waters of STEVENS CREEK. 4. Rights of the public, county and/or city in that portion lying within the street as it now exists: STEVENS CANYON ROAD 5. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In favor of: STANDARD ELECTRIC CO. No representation is made as to the present ownership of said easement. For: POLES, WIRES, INGRESS, EGRESS Recorded: JUNE 27, 1906 Book: 309 OF DEEDS Page: 172 Affects: A PORTION DESCRIBED THEREIN OF PARCEL FOUR Page 5 of 12 ' Order No. 99170861 i 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 No representation is made as to the present ownership of said easement. For: SINGLE POLE LINE Recorded: JULY 26, 1923 Instrument No.: B15109 Book: 35 Page: 563 Affects: A 40 FOOT STRIP DESCRIBED THEREIN OVER PARCELS THREE AND FOUR 7. 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 No representation is made as to the present ownership of said easement. For: POLE LINE, INGRESS AND EGRESS Recorded: DECEMBER 30, 1946 Instrument No.: 438896 Book: 1435 Page: 17 Affects: A PORTION DESCRIBED THEREIN OF PARCEL FOUR 8. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. In favor of: PACIFIC TELEPHONE No representation is made as to the present ownership of said easement. For: POLE LINE, ACCESS Recorded: JULY 14, 1949 Instrument No.: 583495 Book: 1817 Page: 460 Affects: A PORTION DESCRIBED THEREIN OF PARCEL FOUR Page 6 of 12 Order No. 99170861 y 9. 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. For: ROAD Recorded: APRIL 15, 1954 Instrument No.: 966709 Book: 2854 Page: 43 Affects: A 25 FOOT STRIP DESCRIBED THEREIN OVER PARCEL FOUR 10. 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. For: REMOVING MINERALS, INGRESS, EGRESS Recorded: JULY 5, 1955 Instrument No.: 1103644 Book: 3215 Page: 14 Affects: A PORTION DESCRIBED THEREIN OF PARCEL THREE 1 1 . An option to purchase said land upon the terms and conditions therein provided: f 4 Optionor: EMIL F. SCHMIDT If Optionee: EVERETT M. CALDERWOOD, ET UX s to Recorded: JULY 5, 1955 Instrument No.: 1103644 Book: 3215 GPage: 14 Said matter affects: PRTION OF PARC L THREE Page 7 of 12 Order No . 99170861 i I 12. An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. i In favor of: PACIFIC GAS AND ELECTRIC COMPANY No representation is made as to the present ownership of said easement. For: TWO POLE LINES, RIGHT OF WAY Recorded: FEBRUARY 9, 1965 Instrument No.: 2792135 Book: 6842 Page: 600 Affects: A PORTION DESCRIBED THEREIN OF PARCELS THREE AND FOUR 13. Covenants, conditions and restrictions imposed by a land conservation contract executed pursuant to Section 51200 et seq. of the California Government Code. Dated: DECEMBER 11, 1970 Executed by: BARBARA S. HALL, ET AL Recorded: FEBRUARY 25, 1971 Instrument No.: 3959897 Book: 9233 Page: 127 14. This report is incomplete. We will require a Statement of Information from the parties indicated below, five (5) days prior to closing, in order to complete this report, based on the effect of documents, proceedings, liens, decrees, or other matters which do not specifically describe said land, but which if any do exist, may affect the title or impose liens or encumbrances thereon. Seller/Owner: CORINNE HANSEN The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties, but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to this file. END OF EXCEPTIONS Page 8 of 12 Order No. 99170861 I INFORMATIONAL NOTES: Our ALTA Loan Policy, when issued, will contain Endorsement Nos. 100 and 1 16/1 16.2. The only conveyance(s) affecting said land, which recorded within 24 months of the date of this report, is as follows: Document: INDIVIDUAL GRANT DEED From: E. GERALD HALL, TRUSTEE OF THE HALL 1990 FAMILY TRUST A AND E. GERALD HALL, TRUSTEE OF THE HALL 1990 FAMILY TRUST B To: ADMINISTRATOR OF THE ESTATE OF CORA S. SUHAMA, DECEASED, PROBATE CASE NO. 38176, SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CRUZ Recorded: JULY 28, 1997 Instrument No.: 13792224 Document: JUDGMENT OF FINAL DISTRIBUTION From: CORA S. SUHAMA To: �/�j(/SP� CORINNE J. PtENSEN; AS HER SOLE AND SEPARATE PROPERTY, AS TO AN UNDIVIDED C 1/5 INTEREST; JAMES S. PADELT, AS HIS SOLE AND SEPARATE PROPERTY, AS TO AN UNDIVIDED 1/5 INTEREST; JOANNE THOMPSON, AS HER SOLE AND SEPARATE PROPERTY, AS TO AN UNDIVIDED 1/5 INTEREST; JOHN G. PADELT, AS HIS SOLE AND SEPARATE PROPERTY, AS TO AN UNDIVIDED 1/5 INTEREST AND CORA JEAN KEEL, NOW KNOWN AS CORA JEAN DALE, AS HER SOLE AND SEPARATE PROPERTY, AS TO AN UNDIVIDED 1/5 INTEREST Recorded: AUGUST 21 , 1997 Instrument No.: 13822332 This charge for a policy of title insurance, if issued through this title order, will be based on the basic insurance rate. Page 9 of 12 Order No. 99170861 General and special property taxes for the fiscal year shown below have been paid. Fiscal Year: 1998-1999 Total Amount: $1,485.82 First Installment: $742.91 Second Installment: $742.91 Land: $89,601.00 Improvements $41,010.00 Code Area: 85-002 Parcel Number: 351-16-022 Said matter affects: PARCEL THREE Supplemental taxes for the fiscal year shown below, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. Fiscal Year: 1998-1999 First Installment: $579.81 PAID Second Installment: $579.81 PAID Code Number: 85-002 Parcel Number: 351-16-022-71 Said matter affects: PARCEL THREE General and special property taxes for the fiscal year shown below have been paid. Fiscal Year: 1998-1999 Total Amount: $102.44 First Installment: $51 .22 Second Installment: $51 .22 Land: $1,444.00 Code Area: 85-002 Parcel Number: 351-16-023 Said matter affects: PARCEL FOUR Page 10 of 12 Order No. 99170861 ` t j General and special property taxes for the fiscal year shown below have been paid. Fiscal Year: 1998-1999 Total Amount: $124.30 First Installment: $62.15 Second Installment: $62.15 Land: $3,309.00 Code Area: 85-002 Parcel Number: 351-27-002 Said matter affects: PARCEL ONE 7/29/99 WH I Page 11 of 12 Order No. 99170861 f GOOD FUNDS LAW CALIFORNIA ASSEMBLY BILL 512 ("AB512-) IS EFFECTIVE ON JANUARY 1, 1990. UNDER AB512, NORTH AMERICAN TITLE COMPANY, INC. ("NORTH AMERICAN TITLE COMPANY, INC.") MAY ONLY MAKE FUNDS AVAILABLE FOR MONETARY DISPERSAL IN ACCORDANCE WITH THE FOLLOWING RULES: • SAME DAY AVAILABILITY - DISBURSEMENT ON THE DATE OF DEPOSIT IS ALLOWED ONLY WHEN FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY ("NORTH AMERICAN TITLE COMPANY, INC.") IN CASH OR BY ELECTRONIC TRANSFER (WIRE). BEAR IN MIND THAT CASH WILL BE ACCEPTED FROM CUSTOMERS ONLY UNDER SPECIAL CIRCUMSTANCES AS INDIVIDUALLY APPROVED BY MANAGEMENT. NEXT DAY AVAILABILITY-IF FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY,INC.BY CASHIER'S CHECKS, CERTIFIED CHECKS, OR TELLER'S CHECKS, DISBURSEMENT MAY BE ON THE NEXT BUSINESS DAY FOLLOWING DEPOSIT. A"TELLER'S CHECK"IS ONE DRAWN BY AN INSURED FINANCIAL INSTITUTION AGAINST ANOTHER INSURED FINANCIAL INSTITUTION (E.G., A SAVINGS AND LOAN FUNDING WITH A CHECK AGAINST A FDIC INSURED BANK). • 2-5 DAY AVAILABILITY(REGULATION CC).IF THE DEPOSIT IS MADE BY CHECKS OTHER THAN THOSE DESCRIBED IN PARAGRAPHS 1 AND 2 ABOVE, DISBURSEMENT MAY OCCUR ON THE DAY WHEN FUNDS MUST BE MADE AVAILABLE TO DEPOSITORS UNDER FEDERAL RESERVE REGULATION CC. THIS REQUIRES A "HOLD"ON SOME CHECKS OF 2-5 DAYS OR LONGER IN SOME INSTANCES. PERSONAL CHECKS, DRAFTS, PRIVATE CORPORATION AND COMPANY CHECKS, AND FUNDING CHECKS FROM MORTGAGE COMPANIES THAT ARE NOT TELLER'S CHECKS ARE AMONG THOSE CHECKS SUBJECT TO SUCH HOLDS. (FOR FURTHER DETAILS, CONSULT CHAPTER 598, STATUTES OF 1989.) NOTE: THE ABOVE GUIDELINES ARE IN CONFORMITY WITH THOSE ISSUED BY THE DEPARTMENT OF INSURANCE FOR ALL CALIFORNIA TITLE INSURANCE AND CALIFORNIA TITLE COMPANIES. PRELIMINARY CHANGE OF OWNERSHIP REPORT NOTE: ON OR AFTER JULY 1, 1985, THE COUNTY RECORDER'S OFFICE WILL CHARGE, IN ADDITION TO THE REGULAR CHARGES,AN EXTRA $20.00 RECORDING FEE,UNLESS A DOCUMENT EVIDENCING A CHANGE OF OWNERSHIP IS ACCOMPANIED BY A PRELIMINARY CHANGE OF OWNERSHIP REPORT. IN LIEU OF SAID REPORT,SIGNED BY THE TRANSFEREE,THE RECORDER WILL ACCEPT AN AFFIDAVIT THAT THE TRANSFEREE IS NOT A RESIDENT OF CALIFORNIA. TITLE BILLINGS WILL BE ADJUSTED TO REFLECT SUCH ADDITIONAL FEES WHEN APPLICABLE. IRS FORM 1099 BEFORE THE TRANSACTION CONTEMPLATED BY THIS REPORT CAN BE CLOSED,THE SELLER/BORROWER MUST FURNISH A TAXPAYER IDENTIFICATION NUMBER TO US SO THAT WE CAN FILE AN IRS FORM 1099, OR ITS EQUIVALENT, WITH THE INTERNAL REVENUE SERVICE. THIS PROCEDURE IS REQUIRED BY SECTION 6045 OF THE INTERNAL REVENUE SERVICE. NOTICE OF A WITHHOLDING REQUIREMENT THIS IS A NOTICE OF A WITHHOLDING REQUIREMENT (CALIFORNIA REVENUE AND TAXATION CODE SECTIONS 18862)ON SALES OF REAL PROPERTY. IN ACCORDANCE WITH SECTION 18662 OF THE REVENUE AND TAXATION CODE,A BUYER MAY BE REQUIRED TO WITHHOLD AN AMOUNT EQUAL TO 3 1/3 PERCENT OF THE SALES PRICE, IN THE CASE OF A DISPOSITION OF CALIFORNIA REAL PROPERTY INTEREST BY EITHER: " A SELLER WHO IS AN INDIVIDUAL WITH A LAST KNOWN STREET ADDRESS OUTSIDE OF CALIFORNIA OR WHEN THE DISBURSEMENT INSTRUCTIONS AUTHORIZE THE PROCEEDS BE SENT TO A FINANCIAL INTERMEDIARY OF THE SELLER,OR A CORPORATE SELLER WHICH HAS NO PERMANENT PLACE OF BUSINESS IN CALIFORNIA, OR FOR FAILURE TO WITHHOLD, THE BUYER MAY BECOME SUBJECT TO A PENALTY IN AN AMOUNT EQUAL TO THE GREATER OF 10 PERCENT OF THE AMOUNT REQUIRED TO BE WITHHELD OR FIVE HUNDRED DOLLARS ($500). HOWEVER,NOTWITHSTANDING ANY OTHER PROVISION INCLUDED IN THE CALIFORNIA STATUTES REFERENCED ABOVE,NO BUYER WILL BE REQUIRED TO WITHHOLD ANY AMOUNT OR BE SUBJECT TO PENALTY FOR FAILURE TO WITHHOLD IF: THE SALES PRICE O F THE CALIFORNIA REAL PROPERTY CONVEYED DOES NOT EXCEED ONE HUNDRED THOUSAND DOLLARS ' ($100,000), OR • THE SELLER EXECUTES A WRITTEN CERTIFICATE,UNDER PENALTY OF PERJURY,CERTIFYING THAT THE SELLER IS A RESIDENT OF CALIFORNIA, OR IF A CORPORATION, HAS A PERMANENT PLACE OF BUSINESS IN CALIFORNIA OR THE SELLER, WHO IS AN INDIVIDUAL, EXECUTES A WRITTEN CERTIFICATE, UNDER PENALTY OF PERJURY, THAT THE CALIFORNIA REAL PROPERTY BEING CONVEYED IS THE SELLER'S PRINCIPAL RESIDENCE(AS DEFINED IN SECTION 1034 OF THE INTERNAL REVENUE CODE). t THE SELLER IS SUBJECT TO PENALTY FOR KNOWINGLY FILING A FRAUDULENT CERTIFICATE FOR THE PURPOSE OF AVOIDING THE WITHHOLDING REQUIREMENT, THE CALIFORNIA STATUES REFERENCED ABOVE INCLUDE PROVISIONS WHICH AUTHORIZE THE FRANCHISE TAX BOARD TO GRANT REDUCED WITHHOLDING AND WAIVERS FROM WITHHOLDING ON A CASE-BY-CASE BASIS. IN THE EVENT THE BUYER REQUIRES WITHHOLDING OF THE 3 1/3 PERCENT OF SALES PRICE FROM THE SELLERS PROCEEDS, THE BUYER IS REQUIRED TO FILE A COPY OF FORM FTB597 WITH THE FRANCHISE TAX BOARD ALONG WITH THE WITHHOLDING AMOUNT DUE NO LATER THAN THE 20TH DAY OF THE MONTH FOLLOWING THE MONTH IN WHICH THE WITHHOLDING OCCURRED,UNLESS THE SELLER HAS REQUESTED A WAIVER. IF THE SELLER HAS REQUESTED A WAIVER, THE FRANCHISE TAX BOARD, WITHIN 45 DAYS, WILL EITHER AUTHORIZE A REDUCED AMOUNT,OR NO AMOUNT,OR DENY THE REQUEST,AT WHICH TIME THE AMOUNT WITHHELD ALONG WITH COPY A OF FORM FTB 597 MUST BE SENT TO THE FRANCHISE TAX BOARD,AT THE FOLLOWING ADDRESS:FRANCHISE TAX BOARD WITHHOLDING AT SOURCE UNIT, P.O. BOX 651,SACRAMENTO, CALIFORNIA 95812-0651 (916)845-4900, Page 12 of 12 Order No. 99170861 OFFICE OF COUNTY ASSESSOR - SANTA CLARA COUNTY, CALIFORNIA TwP 75 - R 2 N BOOK 35L I 32 IB 10 \ 10 (M VA.) I 9 �]0?r Aa. — •.._'.X. .� fG %- �. y1 154 UA,TOTAL ) .- — fl 136 LUA, s BK 41DPENINSUL4 REGIONAL I 366 13 Q kip OPEN SnACE DISTRICT I G - - w.e.- IT 23 17 22 I9 ' 2 g 1I — II tb s e,f iwff+f.Li II. � x040T 6 J xoa.l] A :a]r} wi'2aaa 1/ HOC 31 32 I t� hio. 3Z,33 Ioa.l3 Tlo 'v ''G• �� 60 AC too Ac. C'e S gT I 1 327.1a 98.93 AC. 160 V A,. j STEVENS CREEK , I14T2A4. itusa ,J0 C44R COUNTY PARK 26 2/ "'It, t+o1q. O C t.o.c] /9 O 1 (� h Tr g. /3150 YONR•ICLL0 09. csa °ya MIOPENINSULA REGIONAL -�- 1 .MIDPENINSULA !REGIONAL OPEN a,•aT OPEN SPACE DIST. 'SPACE DISTRICTnIas o COUNTY 1 I 61.067AC. ]ax.aa ul.� 107 AC. o .�.. . OF f ( 4,MAIL � 40"AL (eo.A ) I.OWA..1 IAONA.) f�(C2l 2B / BK . fti+ 23Q ! c ;OWNER- LIFE i // / SANTA S I 503 Ypv( O ESTATE i < \\ 27 1(COVNTY OF MIOPENINSULA ' C L A R A w / Cti,10 /4 I SANTA CLARA) 1 ^ f / \ ; REGIONAL OPEN SPACE DISTRICT 1 1 •• 11 i071nf III--11-1 p I 1 c 60-4 lac�k.1 • /' T7a.11 AC. rC(C2l 22 �'~ SANTA CLARA CO. r r,(Pel �' /2 +`���."� STEVENS CREEK '�B F I ems` COUNTY PARK Y�215/a0 L• .� TWP 7S - 2 W 3JI3A TINS�NJiASW;:'t�f.T T.4iY;� ]Z 33 t1UT l'0"+Sri.LD,m AGx2L% -!, t3 Zu I•/f)6ltf i I 'ic:.Z• ONLI('l:1 L4 1. 'c i�'. i1 J1: ,w P as - R 2 W '' 215000 PCRT OP. S.E. 1/4 SECTION 31 31 TWP 7 S - R 2 W W I BOORPAGE 1� 37-CV 11351 2 7 P.M. 500-M- 40 J� R V4 SECT.COR.� na:ii G,aaq ara.ar_ _�• I � / r _ _ DETAIL"A- I j + I / � 4 11,43 AC. GR. 11.14 AC. NET / PCL. A '4 h0 I 1.•- 3od 10.01 AC. f tg�y0 PCL. B 16 onp— y I I - I _ Icrcedwe I I " I W. I I I I � I 1 31 32 TWP 7 S-R 2 W TWP E S•R 2 W RiF sa 275 U53 /snr ro ,s ,•285202 I 'THE INFORMATION O;a TPF. Pi.AT IS P7,W;DED FOR . YOUR CONVENIENCE AS A Gh-!3� TO THE GENERAL LOCATION OF THE SUBJECT P;;OPERTY THE ACCURACY OF THIS PLAT IS NOT GUARANTEED NOR IS IT A PART N OF ANY POLICY,REPORT OR GUARANTEE. TO WHICH IT MAY BE ATTACHED!