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HomeMy Public PortalAboutResolution - 04-19- 20040623 - Costich Purchase I RESOLUTION NO. 04-19 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT, AUTHORIZING OFFICER OR THE GENERAL MANAGER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT,AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (SIERRA AZUL OPEN SPACE PRESERVE-LANDS OF COSTICH, ET.AL.) i 1 en Space District does resolve as follows: The Board of Directors of the Midpeninsula Regional Ope n p Section One. The Board of Directors of the Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Purchase Agreement between the heirs and devisees of Verne R. Costich et al and the i Midpeninsula Regional Open Space District, a copy of which is attached hereto and b reference made a art hereof, and authorizes the President, or appropriate officers,to execute the Agreement on behalf of the District. Section Two. The General Manager, 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 the 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 $5,000 to cover the cost of title insurance, escrow fees 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 related documents that do not involve any material change to any term of the Agreement or documents as 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$139,451.00 from the proceeds of the next long-term District note issue. This Section of this Resolution is adopted by the Board of Directors of the 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 monies 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. 04-19 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on June 23, 2004, at a Regular Meeting thereof, by the following vote: AYES: J. Cyr, M. Davey, N. Hanko, L. Hassett, D. Little, K. Nitz, P. Siemens NOES: None ABSTAIN: None ABSENT: None ATTEST: APPROVED: c V"' � ecretary President Board 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. r Clerk I Purchase Agreement Page I PURCHASE AGREEMENT This Agreement is made and entered into by and between THE HEIRS AND DEVISEES OF VERNE R. COSTICH, AS TO AN UNDIVIDED 90% INTEREST, DECEASED, SUBJECT TO THE ADMINISTRATION OF THE ESTATE OF SAID DECEDENT hereinafter called "Seller" and the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code, hereinafter called "District. RECITALS WHEREAS, Seller is the owner of an undivided 90% interest in 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, or gift for public park, recreation, scenic and open space purposes; and WHEREAS, District desires to purchase Seller's 90% interest in 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 all of Seller's right, title and interest in said property to District, and District wishes to purchase all of Seller's right, title and interest in 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 undivided 90% fee interest in that certain real property located within an unincorporated area of the County of Santa Clara, State of California, containing approximately One Hundred Sixty Three and one tenth (163.1) acres, more or less, and commonly referred to as Santa Clara County Assessor's Parcel Number 562- 21-006. Said property is further described in the Legal Description attached to Preliminary Report number 0613002424-PL from Old Republic Title Company. A copy of said Preliminary Report is attached hereto as Exhibit "A", and incorporated herein by this reference. Said property is to be conveyed together with any easements, rights of way, or rights of use which may be appurtenant or attributable to the aforesaid lands, and any and all improvements attached or affixed thereto. All of said real property and appurtenances shall hereinafter be called the "Subject Property" or the "Property". 2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be One Hundred Thirty Two Thousand One Hundred Eleven Dollars ($132,111.00), 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 13 herein, an escrow shall be opened at Old Republic Title Company, 1900 The Alameda, San Jose, CA 95126, (408) 556- 2080 (Escrow number 0613002424-PJL) (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 I Purchase Agreement Page 2 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 July 23, 2004, 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 to consummate the purchase and sale pursuant to perform any and all acts reasonably necessary or appropriate p p I the terms of this Agreement. I 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 One Hundred Twenty Eight Thousand One Hundred Forty Eight Dollars ($128,148.00) which is the balance of the Purchase Price of $132,111.00 as specified in Section 2. The balance of$3,963.00 is paid into escrow in accordance with Section 13 of this Agreement. E. Seller shall pay the escrow fees, the CLTA Standard Policy of Title Insurance, 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. Seller shall cause Old Republic Title Company, 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$132,111.00 for the Property showing title to 90% of the Property vested in fee simple in District, subject only to: (i) current real property taxes, (ii) title exception 15 as shown in the Preliminary Report attached as Exhibit A, (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, Purchase Agreement Page 3 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 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. Authori1y. 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. Integri!y of Property. Except as otherwise provided herein or by express written permission granted by District, Seller shall not, between the time of Seller's execution hereof and the close of escrow, cause or allow any physical changes on the 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. Purchase Agreement Page 4 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, ty, y, � 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 to District, which shall survive close of escrow, each of which is material and is being relied upon by District. All of these representations and warranties are made to the best of Seller's current knowledge without further investigation. (i) To the best of 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, j under or about the Property, or transported to or from the Property, nor has Seller undertaken, permitted, authorized or suffered any of the foregoing; (ii) To the best of Seller's knowledge, 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. 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 representations and warranties contained in this subsection B. 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. Purchase Agreement Page 5 10. Capacity of James H. Costich. This Agreement is entered into by James H. Costich, Administrator for the Estate of Verne R. Costich. It is understood that this sale may be subject to confirmation approval prior to close of escrow under the applicable provisions of the State of California Probate Code at the election of Seller. Seller shall request such confirmation within ten (10) days of execution of this Agreement and obtain such confirmation prior to the date of Closing set out in Section 3A. The parties may by written agreement extend the date of Closing in order to permit Seller to take any necessary procedural steps to obtain such confirmation. In the event such confirmation approval is denied, then this Agreement shall be terminated, escrow shall not close, and the parties shall be excused from any further obligations hereunder subject to the provisions of Section 4 herein. Escrow holder shall return all monies, documents, or other things of value deposited into escrow pursuant to Section 3.G. herein. 11. Liquidated Damages. Upon acceptance of this Agreement by District in accordance with Section 13 of this Agreement, if District fails to complete this purchase by reason of any default of District, Seller shall retain, as liquidated damages for such default, the full amount of the deposit paid into escrow in accordance with said Section 13. 12. 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 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 Property for the purpose of inspecting, testing and evaluating the same; provided, however, that District may not perform any work on the Property without Seller's prior written consent, which shall not be unreasonably withheld or delayed and further provided that District shall give Seller at least 24 hours' prior notice of each proposed entry by District. District shall indemnify, protect, defend and hold Seller free and harmless from and against any and all claims, actions, causes of action, suits, proceedings, costs, expenses (including, without limitation, reasonable attorneys' fees and costs), liabilities, damages, and liens caused by the activities of District Parties while upon the Property prior to the Closing; provided, however, the foregoing indemnity shall not cover or include any claims, damages or liens resulting from District's discovery of any Hazardous Substance 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 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 parry 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 parry 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 Purchase Agreement Page 6 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. 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: THE ESTATE OF VERNE R. COSTICH C/o Gail Travers RE/MAX Santa Clara Valley 1530-B Parkmoor Avenue San Jose, CA 95128 Telephone: (408) 835-7618 Fax: (925) 292-9988 James H. Costich Administrator of the Estate of Verne R. Costich 9 Calhoun Irvine, CA 92620 Telephone: (949) 559-1229 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: L. Craig Britton, General Manager Telephone: (650) 691-1200 Fax: (650) 691-0485 Purchase Agreement Page 7 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. G. Severability. If any of the provisions of this Agreement are held to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction, the 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. i 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 g g g constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings relating to the same subject matter. K. Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. L. Survival of Covenants. All covenants of District or Seller which are expressly intended hereunder to be performed in whole or in part after the Closing, and all representations and warranties by either party to the other, shall survive the Closing and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. M. Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party. 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. Purchase Agreement Page 8 O. Binding on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. P. Broker's Commission. District shall not be responsible for any real estate commission or other related costs or fees in this transaction. 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. 13. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before June 11, 2004, District shall have until midnight June 23, 2004 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 Three Thousand Nine Hundred Sixty Three Dollars and No/100 ($3,963.00), which shall be applied to the Purchase Price as set forth in Section 2 hereof. i shall 1practicable Provided that this Agreement is accepted by District, this transaction sha close as soona s in accordance with the terms and conditions set forth herein. /t/ Purchase Agreement Page 9 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 heirs and devisees of Verne R. Costich, as to an Space District undivided 90% interest, deceased, subject to the administration of the estate of said decedent ACCEPTED FOR RECOMMENDATION: Michael C. Williams, Real Property Manager Wes H.Costich, Administrator of the Estate of Verne R. C stich APPROVED AS TO FORM: ,. Date Susan M. Schectman, General Counsel RECOM ENDED' APPROVAL: L. Craig Britton, rieneral Manager APPROVED AND ACCEPTED: Mary Davey, President, Board of Directors ATTEST: Sally Thielf , DistrictClerr"X *OLD REPUBLIC TITLE COMPANY t * 1900 THE ALAMEDA • SAN J©SE,CA • 95126 • (408)556-2080 • Fax:(408)247-4324 !i PRELIMINARY REPORT Amended/Update Issued for the sole use of: Our Order No. 0613002424-PL RE/MAX SANTA CLARA VALLEY Reference 1530-B Parkmoor Ave San Jose, California 95128 When Replying Please Contact: Attention: Gail Travers Peg Larkin Buyer: Mid-Peninsula Open Space District Property Address: In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms. The printed Exceptions and Exclusions from the coverage of said Policy or Policies may be 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 exclusions are meant to provide ou 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 hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of January 23rd ,2004 , at 7:30 A.M. OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to,See Attached Page 1 of 7 Pages ORT 3157-A (Rev.5/1/00) OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update The form of policy of title insurance contemplated by this report is: a CLTA Standard Coverage (1990) Owner's Policy; AND an ALTA Loan Policy. A specific request should be made if another form or additional coverage is desired. The estate or interest in the land hereinafter described or referred to covered by this Report is: a FEE as to Parcel One and EASEMENTS as to Parcels Two and Three. Title to said estate or interest at the date hereof is vested in: The heirs or devisees of Verne R. Costich, as to an undivided 90% Interest, Deceased, subject to the administration of the Estate of said decedent; Charles Francis Carlisle, a single man, as to an undivided 5% Interest; David Mitchell Carlisle, an unmarried man, as to an undivided 5% Interest. Page 2 of 7 Pages ORT 3157-A1 (Rev 1-1-95) OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update The land referred to in this Report is situated in the County of Santa Clara , in the unincorporated area, State of California,and is described as follows: PARCEL OE: Lots 9, 10, 15 and 16, Section 22, Township 9 South, Range 1 East, M.D.M., according to the Official Plat of the Survey of said lands on File in the Office of the Bureau of Land Management, approved October 10, 1883. PARCEL TWO: A non-exclusive Easement, as appurtenant to the parcels of land hereinabove described as Parcel One, or any portion thereof, for ingress and egress and for the installation and maintenance of utility lines, over, along and under a strip of land 50 feet in width, the center line of which is the center line of the existing road now (1970) existing over and across the North 1/2 of the Northwest 1/4 of Section 27 and the Northwest 1/4 of the Northeast 1/4 of Section 27, Township 9 South, Range 1 East, M.D.M. PARCEL THREE: An Easement for ingress and egress and for the installation and maintenance of utility lines over, along and under the existing fire break located in the North 1/2 of the Southwest 1/4 of Section 27, and the South 1/2 of the Northwest 1/4 of Section 27 in Township 9 South, Range 1 East, M.D.B. & M. Said Right of Way over said fire break extends from the Southerly line of the North 1/2 of the Northwest 1/4 of said Section 27 to the existing road (known as Lorna Ridge Road) located in said North 1/2 of the Southwest 1/4 of Section 27. Said Easement is granted as appurtenant to and for the benefit of Lots 9, 10, 15 and 16, in Section 22 and the North 1/2 of the Northeast 1/4 and the North 1/2 of the Northwest 1/4 of Section 27, all in Township 9 South, Range 1 East. NOTE: Parcel 2 and 3 herein described is only being included so as to avoid the Company being the cause of excluding it from deeds or encumbrances, but NO INSURANCE is to be provided as to said parcel. Anything to the contrary in the policy or endorsements thereto notwithstanding, said parcel is NOT INSURED even though it may be included as part of the description of the land described or referred to in the policy. The Company requires that the insured(s) acknowledge in writing that they understand this. Should a request, however, be made for insurance in this regard, it must be referred to the Title Department for an appropriate response. 562-21-006 72 007 NM/MO/dot A562-21-006 upd ag 1-29-04 Page 3 of 7 Pages ORT 3157-C OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows: i 1. Taxes and assessments, general and special, for the fiscal year 2004-2005 a lien, but not yet due or payable. 2. Taxes for the fiscal year 2003-2004. Bill No. : 562-21-006 Code No. : 72 007 First Installment $251.25 Paid Second Installment $251.25 Open The above installments include a property tax exemption of NONE. 3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq., of the Revenue and Taxation Code of the State of California. 4. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : Grant Deed Granted to : Lois T. Henderson, an unmarried woman; Edward D. Merrill and Karilynn F. Merrill, his wife, as joint tenants For Ingress and egress and for the installation and maintenance of utility lines over an existing fire break Recorded July 29th, 1963 in Book 6123 of Official Records, Page 454 Affects 50 feet in width over said fire break extending from the Southerly line of the North 1/2 of the Northwest 1/4 of the said Section 27 to the Northerly line of Lot 10 in said Section 22, however, the exact location of said Easement is not disclosed of Record. 5. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : Grant Deed v by: Howell H. Perry and Elise V. Perry Reserved Y Y Y I For Ingress, egress and for the installation and maintenance of utility lines Recorded February 25th, 1970 in Book 8837 of Official Records, Page 26 Affects Being 50 feet in width, however, the exact location of said Easement is not disclosed of Record. Page 4 of 7 Pages ORT 3157-D OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update 6. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : Grant Deed Reserved by: Howell H. Perry and Elise V. Perry For Ingress, egress and for the installation and maintenance of utility lines Recorded February 25th, 1970 in Book 8837 of Official Records, Page 26 Affects Over, along and under the then existing fire break. Reserving to the Grantors, as appurtenant to Grantor's remaining lands, like Easement as set forth as Parcel Three. The exact location of said Easement is not disclosed of Record. 7. The requirement that this Company be provided with an opportunity to inspect the land. The Company reserves the right to make additional exceptions and/or requirements upon completion of its inspection. 8. Any community property interest of a spouse of the Vestees herein. 9. Proceedings pending in the Superior Court, as follows: County Santa Clara Estate of Verne R. Costich, Decedent Case No. 154178 Probate 10. Any lien for federal estate tax payable by reason of the death of Verne R. Costich. 11. Any lien for California Estate Tax payable by reason of the death of Verne R. Costich. 12. Any terms or provisions contained in the instrument(s) creating the i easement (s) described or referred to in Schedule A which limit the use thereof, anything contained in the policy or endorsements thereto to the contrary notwithstanding. 13. Any facts, rights, interest or claims which an accurate survey would show of the easement(s) described or referred to in Schedule A, anything contained in the policy or endorsements thereto to the contrary notwithstanding. 14. Any liens or charges for upkeep and maintenance as provided in the instrument(s) creating the easement(s) described or referenced to in Schedule A. I Page 5 of 7 Pages ORT 3157-E OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update 15. NOTE: Parcel 4 and 3 herein described is only being included so as to avoid the Company being the cause of excluding it from deeds or encumbrances, but NO INSURANCE is to be provided as to said parcel. Anything to the contrary in the policy or endorsements thereto notwithstanding, said parcel is NOT INSURED even though it may be included as part of the description of the land described or referred to in the policy. The Company requires that the insured(s) acknowledge in writing that they understand this. Should a request, however, be made for insurance in this regard, it must be referred to the Title Department for an appropriate response. -------------------- Informational Notes -------------------- 1. The last recorded instrument(s) conveying record title to the premises is/are: A deed executed by Howell H. Perry and Elise V. Perry, his wife to Verne R. Costich, a single man, as to an undivided 90% Interest and Charles Francis Carlisle, a single man, as to an undivided 10% Interest, recorded February 25th, 1970 in Book 8837 of Official Records, Page 26. A deed executed by Charles Frances Carlisle and Kit J. Carlisle, as to an undivided ten per cent (10%) Interest to David Mitchell Carlisle, an unmarried man, an undivided 5% Interest, recorded May 30th, 1975 in Book B438 of Official Records, Page 152. The last conveyance affecting said land recorded within the last two years, prior to the date of this Report are: NONE. 2. Please obtain a Statement of Information from the Vestees herein, in order to determine marital status. If married, the name of the spouse must be run to complete this report. 3. County recorder will charge an additional $ 10.00 "Monument User Fee" to record a Grant Deed using the legal description in this report. 4. The mailing address of the vestee as shown in the records is: 150 B Kittoe Dr, Mt View, CA 94043-3915. Page 6 of 7 Pages ORT 3157•E i OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update 5. The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 3.1. 6. Short Term Rate ( STR ) does not apply. 7. In addition to existing requirements pertaining to sellers who are non-residents of California, as a result of recent changes to Section 18662 of the Revenue and Taxation Code, in transactions closing after January 1, 2003 the buyer may then be responsible to withhold 3 1/3% of the sales price (as defined therein) from any seller, if this property is not the seller's principal residence. The statute, as modified, also provides for certain exemptions to the buyer's responsibility to withhold, which may apply. I I I Page 7 of 7 Pages ORT 3157-E Exhibit A CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys'fees or expenses which arise by reaon of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating,prohibiting or relating(7 the occupancy, use,or enjoyment of the land; (ii)the character,dimensions, or location of any improvement now or hereafter erected on the land;(iii)a separation in ownership or a change in the dimensionsor area of the land or any parcel of which the land is or a a part,or iv environmental protection, or the eff ect of an violation of these laws ordinances or governmental regulations,except to the extent was pa ( ) p Y � g e8 � fx i that a notice of the enforcement thereof or a notice of a defect, lien,or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b)Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or notice of a defect., lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a)whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant; (b)not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c)resulting in no loss or damage to the insured claimant, (d)attaching or created subsequent to Date of Policy;or (e)resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land is situated. S. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim,which arises out of the transaction vesting in the insured the estate or interest insured by this policy or the transaction creating the interest of the insured lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws. EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART 1 This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of arty taxing authority that levies taxes or assessments on real property or by the public records. i Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 2. Any facts,rights,interests,or claims which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons in possession thereof. i 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies,conflicts in boundary lines,shortage in area,encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights, claims or title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records. i I Exhibit A AMERICAN LAND TITLE ASSOCIATION LOAN POLICY(1-17-92) AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY(1-17-92) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of- i. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or(iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. s. Defects, liens, encumbrances,adverse claims or other matters. (a)created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy); or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. a. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated. S. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy,state insolvency,or similar creditors' rights laws,that is based on: (i)the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a)to timely record the instrument of transfer, or (b)of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason oft I. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. s. Easements, liens or encumbrances,or claims thereof,which are not shown by the public records. a. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose,and which are not shown by the public records. s (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights, claims or title to water,whether or not the matters excepted under(a), (b)or(c)are shown by the public records. I MAY 7,2001 i OLD REPUBLIC TITLE COMPANY Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Old Republic Title Company. ICI We may collect nonpublic personal information about you from the following sources: Information we receive from you such as on applications or other forms. Information about your transactions we secure from our files,or from[our affiliates or) others. Information we receive from a consumer reporting agency. ians h I involved in such as the pea estate e Informa tion that we receive from others our transact Y a lender. agent or end g Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements. Financial service providers such as companies engaged in banking, consumer finance,securities and insurance. Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. ORT 287-C 5107/01 OFFICE OF COUNTY ASSES S 0 A SANTA CLARA COUNTY, CALI FOA NIA t BOOK PAGE :r 9 S.,R.1 E. R.O.S. 47S IAF q 4p I (IlICAE) C) T -w-, 4 1-t 4e; 2 AQ L I S/ �01VIMY�AUClt ORIF DNA EN SYRI CT ........... Im, d 6 (4116AC) 944d II 1(41"d 4c) A I(assi T (.1, —lii— 1139.64 AC. TOTAL UtOPEWXSULA REGIONAL OPEN SPIKE DILSTRICT —21— is Ad 10 9 igs-10 Ac-Tota loo (ao399) 14 Is A C. 10 20 CE I -ASSESSOR=. �=. COVOW WWIr PIL A 1.Coft.Sr-327.; NCil'ICE ihis IS rleanei 1'• lutrl,ShM inarply aS it corivoI111211CP It'-ill Pt; l: f(icating the loc6cah.." lwrt011 Wt !eference In 7greets and other lard. Nn fiabil!"t -.Inv rp "ren') PURCHASE AGREEMENT This Agreement is made and entered into by and between DAVID MITCHELL CARLISLE, AN UNMARRIED MAN, AS TO AN UNDIVIDED 5% INTEREST hereinafter called "Seller" and the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code, hereinafter called "District." RECITALS WHEREAS, Seller is the owner of an undivided 5% interest in 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, or gift for public park, recreation, scenic and open space purposes; and WHEREAS, District desires to purchase Seller's 5% interest in 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 all of Seller's right, title and interest in said property to District, and District wishes to purchase all of Seller's right, title and interest in 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 undivided 5% fee interest in that certain real property located within an unincorporated area of the County of Santa Clara, State of California, containing approximately One Hundred Sixty Three and one tenth (163.1) acres, more or less, and commonly referred to as Santa Clara County Assessor's Parcel Number 562-21-006. Said property is further described in the Legal Description j attached to Preliminary Report number 0613002424-PL from Old Republic Title Company. A copy of said Preliminary Report is attached hereto as Exhibit "A", and incorporated herein by this reference. Said property is to be conveyed together with any easements, rights of way, or rights of use which may be appurtenant or attributable to the aforesaid lands, and any and all improvements attached or affixed thereto. All of said real property and appurtenances shall hereinafter be called the "Subject Property" or the "Property". 2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be Seven Thousand Three Hundred Forty Dollars ($7,340.00), 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 12 herein, an escrow shall be opened at Old Republic Title Company, 1900 The Alameda, San Jose, CA i Purchase Agreen,..a Page 2 95126, (408) 556-2080 (Escrow number 0613002424-PJL) (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 July 23, 2004, 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 Seven Thousand One Hundred Twenty Dollars ($7,120.00) which is the balance of the Purchase Price of $7,340.00 as specified in Section 2. The balance of$220.00 is paid into escrow in accordance with Section 12 of this Agreement. E. Seller shall pay the escrow fees, the CLTA Standard Policy of Title Insurance, 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. Seller shall cause Old Republic Title Company, 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$7,340.00 for the Property showing title to 5% of the Property vested in fee simple in District, subject only to: (i) current real property taxes, (ii) title exception 15 as shown in the Preliminary Report attached as Exhibit A, (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. Purchase Agreeti..--.c Page 3 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 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 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 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 Purchase Agreei,.__.c Page 4 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. Integrity of Property. Except as otherwise provided herein or by express written permission granted by District, Seller shall not, between the time of Seller's execution hereof and the close of escrow, cause or allow any physical changes on the 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 to District, which shall survive close of escrow, each of which is material and is being relied upon by District. All of these representations and warranties are made to the best of Seller's current knowledge without further investigation. (i) To the best of 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 Property, nor has Seller undertaken, permitted, authorized or suffered any of the foregoing; (ii) To the best of Seller's knowledge, 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. 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 representations and warranties contained in this subsection B. Purchase Agreeii—c Page 5 i 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. Liquidated Damages. Upon acceptance of this Agreement by District in accordance reason f n default i Agreement, if District fails to complete this purchase b easo o a de au t of Ili with Section 12 of this A g � � ! Y Y District, Seller shall retain, as liquidated damages for such default, the full amount of the deposit paid into escrow in accordance with said Section 12. 11. 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 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 Property for the purpose of inspecting, testing and evaluating the same; provided, however, that District may not perform any work on the Property without Seller's prior written consent, which shall not be unreasonably withheld or delayed and further provided that District shall give Seller at least 24 hours' prior notice of each proposed entry by District. District shall indemnify, protect, defend and hold Seller free and harmless from and against any and all claims, actions, causes of action, suits, proceedings, costs, expenses (including, without limitation, reasonable attorneys' fees and costs), liabilities, damages, and liens caused by the activities of District Parties while upon the Property prior to the Closing; provided, however, the foregoing indemnity shall not cover or include any claims, damages or liens resulting from District's discovery of any Hazardous Substance 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 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. i I i i Purchase Agreem ait Page 6 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. 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: DAVID MITCHELL CARLISLE C/o Gail Travers RE/MAX Santa Clara Valley 1530-B Parkmoor Avenue San Jose, CA 95128 Telephone: (408) 835-7618 Fax: (925) 292-9988 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: L. Craig Britton, General Manager Telephone: (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 Purchase Agreement Page 7 indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. G. Severabilfty. 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. H. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed as an original, and when executed, separately or together, shall constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. I. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. J. Entire Agreement. This Agreement is intended by the parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings relating to the same subject matter. K. Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. L. Survival of Covenants. All covenants of District or Seller which are expressly intended hereunder to be performed in whole or in part after the Closing, and all representations and warranties by either party to the other, shall survive the Closing and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. M. Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party. 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. Purchase Agreement Page 8 O. Binding on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. P. Broker's Commission. District shall not be responsible for any real estate commission or other related costs or fees in this transaction. 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. 12. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before June 11, 2004, District shall have until midnight June 23, 2004 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 Two Hundred Twenty Dollars and No/100 ($220.00), 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 9 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 David Mitchell Carlisle, an unmarried man, Space District as to an undivided 5% interest. ACCEPTED FOR RECOMMENDATION: Michael C. Williams, Real Property Manager avid Mitchell Carlisle APPROVED AS TO FORM: 2 Q() Date Susan M. Schectman, General Counsel RECOMM DED OR APPROVAL: L. Craig Britton, neral Manager APPROVED AND ACCEPTED: P� Mary Davey, President, Board of Directors ATTEST: Sally Thielfol istrict Cler I _ * *OLD REPUBLIC TITLE COMPANY 1900 THE AI AMEDA • SAN JOSE,CA • 95126 • (409)556-2080 • Fax:(408)247-4324 PRELIMINARY REPORT Amended/update Issued for the sole use of: Our Order No. 0613002424-PL RE/MAX SANTA CLARA VALLEY Reference 1530-B Parkmoor Ave San Jose, California 95128 When Replying Please Contact: Attention: Gail Travers Peg Larkin Buyer: Mid-Peninsula Open Space District Property Address: In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE p issue or cause to be issued t hereof, a COMPANY herebyreports that it is prepared to as of he date P p PPolicy i or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms. The printed Exceptions and Exclusions from the coverage of said Policy or Policies may be set forth in Exhibit A attached. Copies of the Policy forms should be read. The are available from the office which P cY Y 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. exceptions. The and exclusions are meant to policy Provide ou with P y notice of matters which are not covered under the terms of the title insurance oli 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. Y � This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. i Dated as of January 23rd ,2004 ,at 7:30A.M. OLD REPUBLIC TITLE COMPANY i For Exceptions Shown or Referred to,See Attached Page 1 of 7-Pages ORT 3157-A (Rev. 5/1/00) OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update The form of policy of title insurance contemplated by this report is: a CLTA Standard Coverage (1990) Owner's Policy; AND an ALTA Loan Policy. A specific request should be made if another form or additional coverage is desired. III 111 The estate or interest in the land hereinafter described or referred to covered by this Report is: a FEE as to Parcel One and EASEMENTS as to Parcels Two and Three. Title to said estate or interest at the date hereof is vested in: The heirs or devisees of Verne R. Costich, as to an undivided 90% Interest, Deceased, subject to the administration of the Estate of said decedent; Charles Francis Carlisle, a single man, as to an undivided 5% Interest; David Mitchell Carlisle, an unmarried man, as to an undivided 5% Interest. i I I i i Page 2 of 7 Pages ORT 3157-A1 (Rev 1-1-95) i OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update The land referred to in this Report is situated in the County of Santa Clara in the unincorporated area, State of California,and is described as follows: PARCEL 49LE" Lots 9, 10, 15 and 16, Section 22, Township 9 South, Range 1 East, M.D.M., according to the Official Plat of the Survey of said lands on File in the Office of the Bureau of Land Management, approved October 10, 1883. PARCEL TWO: A non-exclusive Easement, as appurtenant to the parcels of land hereinabove described as Parcel One, or any portion thereof, for ingress and egress and for the installation and maintenance of utility lines, over, along and under a strip of land 50 feet in width, the center line of which is the center line of the existing road now (1970) existing over and across the North 1/2 of the Northwest 1/4 of Section 27 and the Northwest 1/4 of the Northeast 1/4 of Section 27, Township 9 South, Range 1 East, M.D.M. PARCEL THREE: An Easement for ingress and egress and for the installation and maintenance of utility lines over, along and under the existing fire break located in the North 1/2 of the Southwest 1/4 of Section 27, and the South 1/2 of the Northwest 1/4 of Section 27 in Township 9 South, Range 1 East, M.D.B. & M. Said Right of Way over said fire break extends from the Southerly line of the North 1/2 of the Northwest 1/4 of said Section 27 to the existing road (known as Loma Ridge Road) located in said North 1/2 of the Southwest 1/4 of Section 27. Said Easement is PP as ranted appurtenant to and for the benefit of Lots 9, 10, 15 g and 16, in Section 22 and the North 1/2 of the Northeast 1/4 and the North 1/2 of the Northwest 1/4 of Section 27, all in Township 9 South, Range 1 East. NOTE: Parcel 2 and 3 herein described is only being included so as to avoid the j Company being the cause of excluding it from deeds or encumbrances, but NO INSURANCE is to be provided as to said parcel. Anything to the contrary in the policy or endorsements thereto notwithstanding, said parcel is NOT INSURED even though it may be included as part of the description of the land described or referred to in the policy. The Company requires that the insured(s) acknowledge in writing that they understand this. Should a request, however, be made for insurance in this regard, it must be referred to the Title Department for an appropriate response. 562-21-006 72 007 NM/MO/dot A562-21-006 upd ag 1-29-04 Page 3 of 7 Pages ORT 3157-C OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows: 1. Taxes and assessments, general and special, for the fiscal year 2004-2005 a lien, but not yet due or payable. 2. Taxes for the fiscal year 2003-2004. Bill No. : 562-21-006 Code No. : 72 007 First Installment $251.25 Paid Second Installment $251.25 Open The above installments include a property tax exemption of NONE. 3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq., of the Revenue and Taxation Code of the State of California. 4. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : Grant Deed Granted to : Lois T. Henderson, an unmarried woman; Edward D. Merrill and Karilynn F. Merrill, his wife, as joint tenants For Ingress and egress and for the installation and maintenance of utility lines over an existing fire break Recorded July 29th, 1963 in Book 6123 of Official Records, Page 454 Affects 50 feet in width over said fire break extending from the Southerly line of the North 1/2 of the Northwest 1/4 of the said Section 27 to the Northerly line of Lot 10 in said Section 22, however, the exact location of said Easement is not disclosed of Record. 5. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : Grant Deed Reserved by: Howell H. Perry and Elise V. Perry For Ingress, egress and for the installation and maintenance of utility lines Recorded February 25th, 1970 in Book 8837 of Official Records, Page 26 Affects Being 50 feet in width, however, the exact location of said Easement is not disclosed of Record. II III Page 4 of 7 Pages ORT 3157-D I OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update 6. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : Grant Deed Reserved by: Howell H. Perry and Elise V. Perry For Ingress, egress and for the installation and maintenance of utility lines Recorded : February 25th, 1970 in Book 8837 of Official Records, Page 26 Affects : Over, along and under the then existing fire break. Reserving to the Grantors, as appurtenant to Grantor's remaining lands, like Easement as set forth as Parcel Three. The exact location of said Easement is not disclosed of Record. 7. The requirement that this Company be provided with an opportunity to inspect the land. The Company reserves the right to make additional exceptions and/or requirements upon completion of its inspection. 8. Any community property interest of a spouse of the Vestees herein. 9. Proceedings pending in the Superior Court, as follows: County : Santa Clara Estate of : Verne R. Costich, Decedent Case No. 154178 Probate 10. Any lien for federal estate tax payable by reason of the death of Verne R. Costich. 11. Any lien for California Estate Tax payable by reason of the death of Verne R. Costich. 12. Any terms or provisions contained in the instrument(s) creating the easement(s) described or referred to in Schedule A which limit the use thereof, anything contained in the policy or endorsements thereto to the contrary notwithstanding. 13. Any facts, rights, interest or claims which an accurate survey would show of the easement(s) described or referred to in Schedule A, anything contained in the policy or endorsements thereto to the contrary notwithstanding. 14. Any liens or charges for upkeep and maintenance as provided in the instrument(s) creating the easement(s) described or referenced to in Schedule A. Page 5 of 7 Pages ORT 3157-E OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update 15. NOTE: Parcel 4 and 3 herein described is only being included so as to avoid the Company being the cause of excluding it from deeds or encumbrances, but NO INSURANCE is to be provided as to said parcel. Anything to the contrary in the policy or endorsements thereto notwithstanding, said parcel is NOT INSURED even though it may be included as part of the description of the land described or referred to in the policy. The Company requires that the insured(s) acknowledge in writing that they understand this. Should a request, however, be made for insurance in this regard, it must be referred to the Title Department for an appropriate response. -------------------- Informational Notes -------------------- 1. The last recorded instrument(s) conveying record title to the premises is/are: A deed executed by Howell H. Perry and Elise V. Perry, his wife to Verne R. Costich, a single man, as to an undivided 90% Interest and Charles Francis Carlisle, a single man, as to an undivided 10% Interest, recorded February 25th, 1970 in Book 8837 of Official Records, Page 26. A deed executed by Charles Frances Carlisle and Kit J. Carlisle, as to an undivided ten per cent (10%) Interest to David Mitchell Carlisle, an unmarried man, an undivided 5% Interest, recorded May 30th, 1975 in Book B438 of Official Records, Page 152. The last conveyance affecting said land recorded within the last two years, prior to the date of this Report are: NONE. 2. Please obtain a Statement of Information from the Vestees herein, in order to determine marital status. If married, the name of the spouse must be run to complete this report. 3. County recorder will charge an additional $ 10.00 "Monument User Fee" to record a Grant Deed using the legal description in this report. 4. The mailing address of the vestee as shown in the records is: 150 B Kittoe Dr, Mt View, CA 94043-3915. Page j—of---L_Pages ORT 3157-E OLD REPUBLIC TITLE COMPANY ORDER NO. 0613002424-PL Amended/Update S. The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 3.1. 6. Short Term Rate ("STR") does not apply. 7. In addition to existing requirements pertaining to sellers who are non-residents of California, as a result of recent changes to Section 18662 of the Revenue and Taxation Code, in transactions closing after January 1, 2003 the buyer may then be responsible to withhold 3 1/3% of the sales price (as defined therein) from any seller, if this property is not the seller's principal residence. The statute, as modified, also provides for certain exemptions to the buyer's responsibility to withhold, which may apply. Page 7 of 7 Pages ORT 3157-E Exhibit A CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-19% EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reaon of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating,prohibiting or relating(i)the occupancy, use,or enjoyment of the land;(ii)the character,dimensions,or location of any improvement now i or hereafter erected on the land;(iii)a separation in ownership or a change in the dimensionsor area of the land or any parcel of which the land is or was a part,or(iv)environmental protection, or the effect of any violation of these laws,ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien,or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b)Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a)whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant; (b)not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c)resulting in no loss or damage to the insured claimant; (d)attaching or created subsequent to Date of Policy;or (e)resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim,which arises out of the transaction vesting in the insured the estate or interest insured by this policy or the transaction creating the interest of the insured lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws. EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART I This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 2. Any facts,rights,interests,or claims which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons in possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies,conflicts in bounds lines,shortage in area, encroachments, or an other facts which a correct survey would disclose and which are P boundary g Y eY , not shown by the public records. 5. (a) Unpatented mining claims; (b)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights, claims or title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records. i Exhibit A AMERICAN LAND TITLE ASSOCIATION LOAN POLICY(1-17-92) AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY(1-17-92) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of- t. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or(iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens,encumbrances,adverse claims or other matters. (a)created,suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writingto the Company the insured claimant prior to the date the insured claimant b an insured under this pa y by p t became ed policy; (c) resultingin no loss or damage to the insured claimant; g (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy); or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inabilityor failure of an subsequent owner of the indebtedness to comply with applicable doing business laws of the state in Y q P Y PP g which the land is situated. S. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this polity, by reason of the operation of federal bankruptcy,state insolvency,or similar creditors rights laws,that is based on. (i)the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or 00 the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a)to timely record the instrument of transfer,or (b)of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason oft i. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or 6y making inquiry of persons in possession thereof. 3. Easements, liens or encumbrances,or claims thereof,which are not shown by the public records. a. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose,and which are not shown by the public records. S. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights, claims or title to water,whether or not the matters excepted under(a), (b)or(c)are shown by the public records. MAY 7,2001 OLD REPUBLIC TITLE COMPANY Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Old Republic Title Company. We may collect nonpublic personal information about you from the following sources: Y P Pe Y g Information we receive from you such as on applications or other forms. Information about your transactions we secure from our files,or from [our affiliates or) others. Information we receive from a consumer reporting agency. Information that we receive from others involved in your transaction,such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements. Financial service providers such as companies engaged in banking, consumer finance,securities and insurance. Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We 'restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. ORT 287-C 5/07/01 0 F F I C E 0 F C 0 V N T Y A S S E S S 0 A S A K 7 A C L A R A C 0 V N I Y C A L I F 0 R N I A FBOOKPACEI 562 22 9 S.,R.1 E S. 47SIAF 4 3 (*CAC-) (157 94 AC) G REIONAC DISTRICT.- ............ Boo, ld 4c} A (41 Sd 14 6 (4L54AC) 7 1 -llki- 1139.64 At TOTAL MOPEWSULA REGIONAL OPEN SPACE DwRici 4kj6AC) 12 1(4116 4;) 1 to L61,10 Ac, L TOT, --4 39 AC) 13 14 is 16 li 'C' ILAWRENCE E.S-OME-ASSESSORI WAP b1 cmwwi pwpm pft wor IL A 11 CM SOL 327. 4.8 Vf 2003-iM NC)TIC E 1 rns is nempi -,i OR' luillished in0trel-il as a corivenm ice. in i-kil YOU;I', kicating the land lfwJic3l(Kl "W(COM Ml': reference to streets and othc;f iar.0. No fiabm!-,, :3nsarnm. t:v roq$