HomeMy Public PortalAboutResolution - 04-25- 20040714 - Grant/Ball Purchase RESOLUTION NO. 04-25
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
(COAL CREEK OPEN SPACE PRESERVE- LANDS OF BALL,ET
AL.)
The Board of Directors of the Midpeninsula Regional Open Space District does resolve as follows:
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 Gordon G. Ball and Ann L. Winship and the Midpeninsula
Regional Open Space District, a copy of which is attached hereto and by reference made a part hereof,and authorizes
the President, or appropriate officers, to execute the Agreement on behalf of the District.
Section Two. The 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$500,000.00 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.
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RESOLUTION NO. 04-25
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on July 14, 2004, at a Regular Meeting thereof, by the following vote:
AYES: J. Cyr, M. Davey, N. Hanko, L. Hassett, D. Little, P. Siemens
NOES: K. Nitz
ABSTAIN: None
ABSENT: None
ATTEST: APPROVED:
O
e e President
Board of Directors Board of Directors
I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that
true and correct co of a resolution duly adopted b the Board of Directors of
the above is a t e copy y p y
the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly
held and called on the above day.
Y
Di is lerk
f
PURCHASE AGREEMENT
This Agreement is made and entered into by and between GORDON G. BALL
and ANN L. WINSHIP who took title as Ann L. Ball, as Joint Tenants hereinafter called
"Seller" and the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District
formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources
Code, hereinafter called "District."
RECITALS
WHEREAS, Seller is the owner of certain real property which has open space
and recreational value, located within an unincorporated area of the County of San Mateo, and
being more particularly described within the body of this Agreement; and
WHEREAS, District was formed by voter initiative to solicit and receive
conveyances of real property by purchase, exchange, gift, or bargain purchase for public park,
recreation, scenic and open space purposes; and
WHEREAS, District desires to purchase said property for open space
preservation and as part of the ecological, recreational, and aesthetic resources of the
midpeninsula area; and
WHEREAS, Seller wishes to sell and convey the entirety of said property to
District, and District wishes to purchase said property upon the terms and conditions set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises and covenants herein contained, the parties hereto agree as follows:
1 Purchase and Sale. Seller agrees to sell to District and District agrees to
purchase from Seller, Seller's real property located within an unincorporated area of the
County of San Mateo, State of California, containing approximately nine and seventeen
hundredths (9.17) acres, more or less, and commonly referred to as San Mateo County
Assessor's Parcel Number 080-221-030. Said property is further described in the Legal
Description attached to Preliminary Report number 0373000607 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
Purchase Agreement Page 2
2. Purchase Price. The total purchase price ("Purchase Price") for the Property
shall be Five hundred thousand and No/100 Dollars ($500,000.00), which shall be paid in cash
at the "Closing" as defined in Section 3 hereof.
3. Escrow. Promptly upon execution of this Agreement, in accordance with
Section 11 herein, an escrow shall be opened at Old Republic Title Company, 601 Allerton
Street, Redwood City, CA, 94063 (650) 365-8080 (Escrow number 0373000607) or other title
company acceptable to District and Seller (hereinafter "Escrow Holder") through which the
purchase and sale of the Property shall be consummated. A fully executed copy of this
Agreement shall be deposited with Escrow Holder to serve as escrow instructions to Escrow
Holder; provided that the parties shall execute such additional supplementary or customary
escrow instructions as Escrow Holder may reasonably require. This Agreement may be
amended or supplemented by explicit additional escrow instructions signed by the parties, but
the printed portion of such escrow instructions shall not supersede any inconsistent provisions
contained herein. Escrow Holder is hereby appointed and instructed to deliver, pursuant to the
terms of this Agreement, the documents and monies to be deposited into the escrow as herein
provided, with the following terms and conditions to apply to said escrow:
A. The time provided for in the escrow for the close thereof shall be on or
before August 31, 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 San Mateo County.
B. Seller and District shall, during the escrow period, execute any and all
documents and perform any and all acts reasonably necessary or appropriate to consummate
the purchase and sale pursuant to the terms of this Agreement.
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 Four
hundred ninety-nine thousand and No/100 Dollars ($499,000.00) which is the balance of the
Purchase Price of Five hundred thousand and No/100 Dollars as specified in Section 2. The
balance of$1,000.00 is paid into escrow in accordance with Section 12 of this Agreement.
E. District shall pay the escrow fees, the CLTA Standard Policy of Title
Insurance, if required by District, and all recording costs and fees. All other costs or expenses
not otherwise provided for in this Agreement shall be apportioned or allocated between
District and Seller in the manner customary in San Mateo County. All current property taxes
Purchase Agreement Page 3
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, or other title company
acceptable to District and Seller, to be prepared and committed to deliver to District a CLTA
Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of
$500,000.00 for the Property showing title to the Property vested in fee simple in District,
subject only to: (i) current real property taxes, (ii) title exception numbers 2 and 3 as listed in
the Preliminary Report (Exhibit "A"), and (iii) such additional title exceptions as may be
approved in writing by District prior to the Closing as determined by District in its sole and
absolute discretion.
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 San Mateo County. Upon the Closing,
Escrow Holder shall cause to be delivered to District the original of the Policy of Title
Insurance required herein, and to Seller, Escrow Holder's check for the full purchase price of
the Subject Property (less Seller's portion of the expenses described in Section 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
x r r
Purchase Agreement Page 4
representations and warranties to District, which shall survive close of escrow, each of which
is material and is being relied upon by District.
A. Authority. Seller has the full 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. 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. As-Is Purchase and Sale. This sale is made without representation or warranty
by Seller except as expressly set forth in this Agreement. Seller has provided District with
copies of all reports and documents in its possession regarding the improvements, and the
physical, geologic, and environmental condition, of the Property ("Disclosure Documents")
known to Seller for District, s inspection and review. District acknowledges that Seller has
delivered to District the following report: The JCP EnviroCheck Disclosure Report (dated
March 10, 2004), and that this list does not relieve Seller of its obligation to provide District
with all Disclosure Documents known to it. Seller does not represent or warrant the accuracy
of any information in the following report, and is presenting them to the District merely as
part of the Seller's disclosure of reports Seller has in its possession as described above:
District represents, warrants, acknowledges, and agrees that it has had full and ample
opportunity prior to the execution of this Agreement to investigate the Property,
including, but not limited to, the physical condition thereof, the presence, absence or
condition of improvements thereon, the suitability of the Property for any purpose, the
compliance of the Property for any purpose, the compliance of the Property with
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Purchase Agreement Page 5
applicable laws, the condition of the soil, water, vegetation, any water courses or
bodies of water in, on or adjacent to the Property, and the surroundings of the
Property, and that District shall purchase the Property AS-IS WITH ALL FAULTS.
Except as expressly set forth in this Agreement, Seller expressly disclaims any
representations or warranties concerning any of the foregoing matters. District
represents and warrants to Seller that District has made visual inspections of the
Property and such geologic, soils and other tests as District deems appropriate, and that
District accepts the condition of the Property as set forth above.
9. Hazardous Waste.
A. Definitions. The term "Hazardous Waste" as used herein means any substance,
material, or other thing regulated by or pursuant to any federal, state or local environmental
law by reason of its potential for harm to human health or the environment because of its
flammability, toxicity, reactivity, corrosiveness or carcinogenicity. The term "Hazardous
Waste" also includes, without limitation, polychlorinated biphenyls, benzene, asbestos,
petroleum, petroleum by-products, gas, gas liquids and lead.
The term "Environmental Law" as used herein includes, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
Section 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section
6901 et seq.)
B. Representations and Warranties. For the purpose of consummating the sale and
purchase of the Property, Seller makes the following representations and warranties to
District, which shall survive close of escrow, each of which is material and is being relied
upon by District:
(i) To Seller's knowledge the Property does not contain and has not
previously contained any Hazardous Waste or underground storage tanks, and no Hazardous
Waste has been or is being used, manufactured, handled, generated, stored, treated,
discharged, present, buried or disposed of on, under or about the Property, or transported to
or from the Property, nor has Seller undertaken, permitted, authorized or suffered any of the
foregoing.
(ii) Seller has not received any notice, and Seller has no actual knowledge
that any private person or governmental authority or administrative agency or any employee or
agent thereof has determined, alleged, 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,
Purchase Agreement Page 6
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including without limitation, attorney, engineering and other professional or expert fees, to the
extent arising from any breach of the warranties or representations contained herein.
10. 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
rl
r the Federal
e of the Prop
erty described in Exhibit A as provided for b
fair market value p rty p y
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.
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 Waste or other pre-existing adverse
conditions pursuant to its inspections, testing or evaluation. District's inspections shall be at
District's sole expense. District shall repair any damage to the Property that may be caused by
the District Parties while on the Property performing its inspections.
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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
Purchase Agreement Page 7
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
fees.
and attorneys'
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 an documents delivered pursuant hereto; iii waive compliance b the other
g Y P ( ) P Y
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: Gordon and Ann Ball
c/o Gwen Hein
P.O. Box 836
Knights Landing, CA 95645
Telephone: (530) 735-6277
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Purchase Agreement Page 8
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 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.
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.
Purchase Ayeement.. Page 9
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.
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.
S. Arbitration of Disputes. If a dispute arises out of or relates to this
Agreement or the performance or breach thereof,the parties agree first to participate in non-
binding mediation in order to resolve their dispute. If the parties are unable to resolve their
dispute through mediation, or if there is any remaining unresolved controversy or claim
subsequent to mediation, any remaining unresolved controversy or claim shall be settled by
binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former
judge of the Superior Court of California. The arbitration shall be conducted in accordance with
the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right
of discovery. Hearings shall be held in Santa Clara County, California. If the parties are unable
to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and
Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve
a dispute, it shall in all cases be final and binding.
Purchase Agreement Page 10
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NOTICE: BY INITIALING IN THE SPACE BELOW,YOU ARE AGREEING TO HAVE
ANY DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE ARBITRATION
OF DISPUTES PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED
BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT
POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY
INITIALING IN THE SPACE BELOW,YOU ARE GIVING UP YOUR JUDICIAL
RIGHTS TO APPEAL UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN
THE ARBITRATION OF DISPUTES PROVISION. IF YOU REFUSE TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION,YOU MAY BE
COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA
CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION
PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING FROM THE MATTER INCLUDED IN THE ARBITRATION OF
DISPUTES PR
OVISION TO NEU
TRAL ARBITRATION
.
SELLER INITIAL _ DISTRICT INITIAL
12. Acceptance. Provided that this Agreement is executed by Seller and delivered
to District on or before June 29, 2004, District shall have until midnight July 28, 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 One Thousand Dollars and No/100 ($1,000.00), which
shall be applied to the Purchase Price as set forth in Section 2 hereof.
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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.
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Purchase Agreement Page 11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers to be effective as of the date of final execution by
District in accordance with the terms hereof.
DISTRICT: SELLER:
MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT Gordon G. Ball
ACCEPTED FOR RECOMMENDATION Date:
Michael C. Williams, Real Property
, who t k title as
Ann L. Winship,P
Ann L. Ball
APPROVED AS TO FORM: Date: it
Susan M. Schectman, District Counsel
RECOM END FOR PPROVAL:
L. Craig Britton
General Manager
APPROVED AND ACCEPTED:
rV /
President, Board of Directors
ATTEST:
Distri erk
Date: y U
Purchase Agreement Page 11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers to be effective as of the date of final execution by
District in accordance with the terms hereof.
DISTRICT: SELLER:
MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT Gordon G. Ball
ACCEPTED FOR RECOMMENDATION Date: lI 2Z+f �`
L' LAL2"'.��
Michael C. Williams, Real Property
Manager Ann L. Winship, who took title as
Ann L. Ball
APPROVED AS TO FORM: Date:
Susan M. Schectman, District Counsel
RECOMM NDED FOR APPROVAL:
L. Craig Britto
General Manager
APPROVED AND ACCEPTED:
President, Board of Directors
ATTEST:
District Date: y 0 Y
EXHIBIT A
* * * OLD REPUBLIC TITLE COMPANY
601 ALLERTON STREET • REDWOOD CITY,CA . 94063 (650)365-8080 • Fax: (650)364-6023
PRELIMINARY REPORT Run-to-Date
Issued for the sole use of: Our Order No. 0373000607
MID PENINSULA REGIONAL OPEN SPACE DISTRICT Reference
330 Distel Circle
Los Altos, California 94022
When Replying Please Contact:
Attention: Mike Williams
Susan Goulet (650) 365-8080
Property Address:
referenced application for policy of title insurance OLD REPUBLIC TITLE
In response to the above re pp p y ,
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 you with
notice of matters which are not covered under the terms of the title insurance policy and should be
carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition
of title and may not list all liens, defects, and encumbrances affecting title to the land.
This report (and any supplements or amendments 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 May 21st ,2004 , at 7:30 A.M.
OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to,See Attached
Page 1 of 5 Pages
ORT 3157-A(Rev. 5/1/00)
I
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0373000607
Run-to-Date
The form of policy of title insurance contemplated by this report is:
a CLTA Standard Coverage (1990) Owner's 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.
Title to said estate or interest at the date hereof is vested in:
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GORDON G. BALL and ANN L. BALL, his wife, as Joint Tenants
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Page 2 of 5 Pages
ORT 3157-A1 (Rev 1-1-95)
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OLD REPUBLIC TITLE COMPANY
ORDER NO. 0373000607
Run-to-Date
The land referred to in this Report is situated in the County of San Mateo , in the unincorporated area,
State of California, and is described as follows:
That certain tract shown as Parcel 3 on that certain map entitled "RECORD OF
SURVEY OF PORTION OF SECTION 16, T7S, R32, M.D.B.&M. FOR HAL STALLINGS, LYING
WITHIN SAN MATEO COUNTY OF SAN MATEO AND SANTA CLARA COUNTY, CALIFORNIA", filed
in
the Office of the County of San Mateo, State of California, on August 27,
1964 in Book 5 of Licensed Land Surveyors Maps at Page 145, said tract being
more particularly described as follows:
Beginning at a point on the centerline of Alpine Road (40 feet wide) distant
thereon South 670 46' 00" East 118.75 feet, South 360 11' 00" East 157.75 feet,
and South 850 08' 00" East 121.10 feet from the intersection thereof with the
Westerly line of that 40.696 acre tract of land described in the deed from James
Rolph III and Jane Richey Rolph, his wife, to Joseph Quilici and Rosini Quilici,
his wife, as filed for record in volume 1288 of Official Records at Page 110,
San Mateo County Records; thence from said point of beginning alongs said
centerline of Alpine Road the following courses and distances: South 850 08, 00"
East 151.75 feet, South 130 12 ' 30" West 174.20 feet, South 380 17 , 00" East
157.79 feet, and South 890 24 ' 20" East 77.97 feet; thence leaving said
centerline of Alpine Road and running South 60 50' 35" East 594.63 feet to a
point on the Northerly line of a 20 foot private road described as a
right-of-way for road purposes in the Deed from Joseph Quilici and Rosina
Quilici, his wife, to Victor Tchlistcheff and Valentina Tchelistcheff, his wife,
as filed for record August 26, 1957 in Volume 2640 of Official Records at Page
246, San Mateo County Records; thence along said Northerly line the following
courses and distances: South 370 12' 39" West 69.93 feet, South 540 36' 56" West
77.65 feet, on a tangent curve to the right, having a radius of 28.03 feet,
through a central angle of 1020 39' 0311, an arc distance of 50.22 feet, North
220 44 ' 01' West 39.69 feet, on a tangent curve to the left having a radius of
45.55 feet, through a central angle of 990 09' 33" an arc distance of 78.85
feet, South 580 06' 26" West 181.76 feet, and South 700 19' 23" West 63 .05 feet,
thence leaving said Northerly line of said 20 foot private road and running
North 330 57' 47" East 133.15 feet North 180 46' 48" West 156.82 feet, North 310
351 42" West 123 .10 feet and North 370 06 ' 31" West 259.80 feet to a 3/4" iron j
pipe; thence North 280 35' 45" East 649.47 feet to the point of beginning.
A.P.N. 080-221-030 J.P.N 080-022-221-03 A
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Page 3 of 5 Pages
ORT 3157-C
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OLD REPUBLIC TITLE COMPANY
ORDER NO. 0373000607
Run-to-Date
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 2003-2004 a
lien, but not yet due or payable.
2 . 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.
3 . Rights of the public, County and/or City, in and to that portion of said land
lying within the lines of Alpine Road.
-------------------- Informational Notes --------------------
1. Taxes and assessments, general and special, for the fiscal year 2003-2004 as
follows:
Assessor's Parcel No. 080-221-030
Code No. 66-019
1st Installment $ 13,433.00 Marked Paid
2nd Installment $ 13,433 .00 Marked Paid
Land $ 26,396.00
Imp. Value $ 0.00
P.P. Value $ 0.00
Exemption $ 0.00
2. NOTE: According to ordin the public records, there have been no deeds conveying the
recorded within a period of two ears prior to
property described in this report e P Y P I
the date hereof except as follows:
NONE
3 . The applicable rate(s) for the policy(s) being offered by this report or
commitment appears to be section(s) 2 .1.
4. Short Term Rate ("STR") does not apply.
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Page 4 of 5 Pages
ORT 3157-D
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0373000607
Run-td-Date
5. 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.
6. Information shown by the public records and/or The San Mateo County Tax Rolls
indicates the mailing address of the vestee(s) herein to be: 175 West 73rd Street,
New York, NY 10023 .
Si/jwp/dp
CC: 3 + 1, MID PENINSULA REGIONAL OPEN SPACE DISTRICT, 330 Distel Circle, Los
Altos, CA 94022, Attn: Mike Williams
Page 5 of 5 Pages
ORT 3157-E
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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:
--------I. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting,
f the land ii the character, i or relating i the occupancy, use or enjoyment o d mensions or location of an improvement n w
re ulatinprohibitingOo
cY g & 8 PY
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 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.
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:
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.
OAT 287-C 5/07/01
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