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HomeMy Public PortalAboutResolution - 04-27- 20040728 - Neville Purchase Bid RESOLUTION NO.04-27 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF BID FOR PURCHASE OF REAL PROPERTY AND PURCHASE AGREEMENT, AUTHORIZING GENERAL MANAGER TO EXECUTE ACQUISTION FUNDING AGREEMENT,AUTHORIZING OFFICER TO EXECUTE MEMORANDUM OF AGREEMENT AND THE 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 NEVILLE) The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Bid for Purchase of Real Property and Purchase Agreement between the Estate of Marie B.Neville and Midpeninsula Regional Open Space District, a copy of which is attached hereto and by reference made a part hereof,and the President of the Board of Directors or an appropriate officer is authorized to execute the Purchase Agreement on behalf of the District. I Section Two. The General Manager and President of the Board of Directors or other appropriate officer are authorized to execute a Certificate of Acceptance on behalf of the District. Section Three. The President of the Board of Directors or other appropriate officer is authorized to execute a Memorandum of Agreement with the Sate of California Coastal Conservancy and the attendant Certificate of Acceptance on behalf of the District. Section Four. The General Manager of the District is authorized to execute the Acquisition Funding Agreement Between The Bay Area Ridge Trail Council and the Midpeninsula Regional Open Space District,a copy of which is attached hereto and by reference made a part hereof, on behalf of the District. Section Five. The General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Purchase Agreement, Acquisition Funding Agreement and other transactional documents which do not involve any material change to any term of the Bid for Purchase of Real Property and Purchase Agreement,the Acquisition Funding Agreement or other transactional documents,which are necessary or appropriate to the closing or implementation of this transaction. Section Six. 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 Seven. It is intended, reasonably expected, and hereby authorized that the District's general fund will be reimbursed in the amount of$75,000 from the proceeds of the next long-term District note issue. This Section of this Resolution is adopted by the Board of Directors of Midpeninsula Regional Open Space District solely for purposes of establishing compliance with the requirements of Section 1.103-18 of the Treasury Regulations. The reimbursement of this payment expenditure is consistent with the District's budgetary and financial circumstances. There are no funds or sources of moneys of the District that have been, or are reasonably expected to be, reserved or allocated on a long-term basis, or otherwise set aside to pay the costs of this open space land acquisition project which are to be paid or reimbursed out of proceeds of indebtedness to be issued by the District. The Board of Directors hereby declares the District's official intent to use proceeds of indebtedness to reimburse itself for this open space land acquisition project expenditure. RESOLUTION NO. 04-27 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on July 28, 2004, at a Regular Meeting thereof, by the following vote: AYES: J. Cyr, M. Davey, L. Hassett, D. Little, K. Nitz, P. Siemens NOES: None ABSTAIN: None ABSENT: N. Hanko ATTEST: APPROVED: � II #Cretar-y' 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. Distri erk | � LAW OFFICES OF KRISTIN L. JOHNSON � ._-- Clement Avenue, Suite- .~. Alameda, CA 94501 4 ` ' 523-8318 Attorney for Personal Representative � 7 � 8 SUPERIOR COURT OF CALIFORNIA, COUNTY OF ALAMEDA 10 Estate of ' ---- '— ------ ' I ~"°^ E B. ^"E,^L~ , / BID FOR PURCHASE vr REAL PROPERTY AND |Z Deceased. ) PURCHASE AGREEMENT B 14 TO: THE PERSONALREPRESENTATIVE OF THE ESTATE OF -'-- ABOVE-NAMED DECEDENT: |5 Q 1 The undersigned, uvu the duly authorized agent v/ buyer MuPEmm/mmuLA 17 ^-~~'~^~~~ ~^ E~` SPACE DISTRICT ("Buyer") hereby offers to purchase for ~the sum ~^ SEVENTY FIVE THOUSAND DOLLARS 18 ` ' '' the un-improved real property the estate of the above named decedent ("Seller"), situated in an unincorporated area of the County of |9 Santa Clara, State of California, commonly known and designated as Santa Clara County Assessor's 20 Parcel No. ' L_ Gatos, ---__---` -p_ y ' as further described_ in the _-g-' 2| Descriptionliminary Report number 53171905 from North AmericanTitle Company22 attached hereto as Exhibit"A", and incorporated herein by this reference. This offer is subject to tht � 23 terms �� c���� ��m� hm����� ��Pu�b�c of �� �u�bec � ~~ ^ ^°p`^`� '`g^e`^^°~n` 24 "Agreement"). - ' 25 2. There is delivered to Seller herewith a deposit in the form of a cashier's check made cbz �scm�Bol��/ao���i ������ �� 26 v^�uv/ ` " /u��/ u/ xmu" of Seven uu/usu/ou five bundr�dund��o/lOO I�o)lor» /�� �O0 OOl v��io� is not lo�e 1�aot�o � 27 ` , � ' �~^=~^^" `^"',/ "' "°^"p^"`'^""` � 28price.� o�. I The balance of the purchase price,to wit, the sum of Sixty-seven thousand five hundred and 2 No/100 Dollars ($67,500.00), will be paid to the escrow holder upon the confirmation of the 3 sale by the above-entitled court or upon consent of all beneficiaries of the above-entitled Estate, 4 and the delivery of a deed to said real property to said Escrow Holder. 5 3. Promptly upon execution of this Agreement, an escrow shall be opened at North 6 American Title Company, 497 N. Santa Cruz Avenue, Los Gatos CA 95030, (408) 399-4100, 7 Escrow Officer Susan Trovato (Escrow number 53171905) (hereinafter "Escrow Holder"), 8 through which the purchase and sale of the Property shall be consummated. A fully executed copl, 9 of this Agreement shall be deposited with Escrow Holder to serve as escrow instructions to 10 Escrow Holder, provided that the parties shall execute such additional supplementary or customarl 11 escrow instructions as Escrow Holder may reasonably require. This Agreement may be amended 12 or supplemented by explicit additional escrow instructions signed by the parties, but such escrow 13 instructions shall not supersede any inconsistent provisions contained herein. Escrow Holder is 14 hereby appointed and instructed to deliver, pursuant to the terms of this Agreement, the document 15 and monies to be deposited into the escrow as herein provided, with the following terms and 16 conditions to apply to said escrow: 17 A. The time provided for in the escrow for the close thereof shall be on or 18 before September 10, 2004, provided however, that the parties may, by written agreement, extend 19 the time for Closing. The term "Closing" as used herein shall be deemed to be the date when 20 Escrow Holder causes the Grant Deed (as defined below) to be recorded in the Office of the 21 County Recorder of Santa Clara County. 22 B. Seller and Buyer shall, during the escrow period, execute any and all 23 documents and perform any and all acts reasonably necessary or appropriate to consummate the 24 purchase and sale pursuant to the terms of this Agreement. 25 C. Seller shall deposit into the escrow on or before the Closing an executed and 26 recordable Grant Deed, covering the Property as described in said Exhibit "A." 27 D. Buyer shall deposit into the escrow, on or before the Closing: 28 (i) The required Certificate of Acceptance for the Grant Deed, duly executed by Buyer and to be dated as of the Closing. -2- I (ii) Buyer's check payable to Escrow Holder in the amount of Sixty- 2 seven thousand five hundred and No/100s ($67,500.00),which is the balance of the Purchase 3 Price of$75,000.00 as specified above. The deposit of$7,500.00 is paid into escrow in 4 accordance with this Agreement. 5 E. Buyer shall pay the escrow fees, the CLTA Standard Policy of Title 6 Insurance, all City or County transfer taxes, and all recording costs and fees. All other costs or 7 expenses not otherwise provided for in this Agreement shall be paid by Buyer. All current 8 property taxes on the Property shall be pro-rated through escrow between Buyer and Seller as of 9 the Closing, and shall be based upon the latest available tax information using the customary 10 escrow procedures; such taxes include any supplemental taxes since February 21, 2003. 11 F. Escrow Holder shall, when all required funds and instruments have been 12 deposited into the escrow and when all other conditions to Closing have been fulfilled, cause 13 the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the 14 County Recorder of Santa Clara County. Upon the Closing, Escrow Holder shall cause to be 15 delivered to Buyer the original of the policy of title insurance required herein, and to Seller 16 Escrow Holder's check for the full purchase price of the Property (less Seller's portion of the 17 expenses described in Section E.), and to Buyer or Seller, as the case may be, all other 18 documents or instruments which are to be delivered to them. In the event the escrow 19 terminates as provided in Section 4 below, Escrow Holder shall return all monies, documents 20 or other things of value deposited in the escrow to the party depositing the same. 21 4. In the event this Agreement is terminated and escrow is canceled for any reason, 22 all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. Upon any such termination of escrow, Buyer shall be liable to Escrow 23 Holder for payment of its title and escrow cancellation charges (subject to rights of subrogation 24 against any party whose fault may have caused such termination of escrow), and each party 25 expressly reserves any other rights and remedies which it may have against any other party by 26 reason of a wrongful termination or failure to close escrow. In the event of any default, 27 cancellation or termination by the Buyer, Seller may retain the deposit as liquidated damages. 28 -3- 1 5. This offer is made subject to current taxes, covenants, conditions, restrictions, 2 reservations, rights, rights of way, and encumbrances of record. 3 6. The parties hereby make the following representations and warranties to each other, 4 which shall survive close of escrow, each of which is material and is being relied upon by the 5 respective parties hereto. 6 A. Authority. Each party has the full right, power and authority to enter into 7 this Agreement and to perform the transactions contemplated hereunder, subject to confirmation by 8 the court or consent of all beneficiaries of the above entitled Estate as set out in Section 8 herein. 9 B. Valid and Binding Agreements. This Agreement and all other documents 10 delivered by the parties now or at the Closing have been or will be duly authorized and executed 11 and delivered and are legal, valid and binding obligations of the parties, and (specifically by 12 Seller) sufficient to convey to Buyer the Subject Property described therein, and are enforceable ir 13 accordance with their respective terms and do not violate any provisions of any agreement to 14 which either Buyer or Seller is a party or by which either Buyer or Seller may be bound or any 15 articles, bylaws or corporate resolutions of either Buyer or Seller. 16 7. The sale of the Property is on an "As Is" basis and is without representation, 17 warranty or covenant of any kind, express or implied, and Buyer shall take the property in its 46 18 As Is" condition, without warranty express or implied. Buyer represents, warrants, 19 acknowledges and agrees that it has had full and ample opportunity prior to the execution of 20 this Agreement to visually inspect and investigate the Property, including but not limited to the 21 physical condition thereof, the presence, absence or condition of improvements thereon, the 22 suitability of the Property for any purpose, the compliance of the Property for any purpose, the compliance of the Property with applicable laws, the condition of the soil, water, 23 vegetation, any water courses or bodies of water in, on or adjacent to the Property, and the 24 surroundings of the Property, and that Buyer shall purchase the Property AS IS WITH ALL 25 FAULTS. 26 8. Buyer acknowledges that Seller is exempt from disclosure requirements of 27 California Civil Code Section 1102 and that no disclosures are made by Seller regarding the 28 property. Buyer agrees that Seller will not be responsible for making or paying for any repairs -4- I that may be deemed necessary, or any inspection reports, or any other matters deemed necessary 2 by any governmental entity 3 9. This sale is conditioned upon confirmation of the above-entitled court and/or the 4 written consent of the beneficiaries (as may be required by law and/or allowed at the discretion 5 of the personal representative). If the sale is to be confirmed by the court, it shall be returned to a n confirmation of sale b the above � the above entitled court within fifteen 15 days. Upon 6 ( ) Y P Y entitled court and/or consent of the beneficiaries and Buyer's deposit of the balance of the 7 purchase price with Escrow Holder, Seller shall deliver into Escrow an executed and recordable 8 grant deed conveying to Buyer all of the interest in said Property belonging to the estate. In the 9 event such confirmation or consent is denied, then this Agreement shall be terminated, Escrow 10 shall not close, and the parties shall be excused from any further obligations hereunder subject 11 to the provisions of the Agreement herein, Escrow holder shall return all monies, documents, 12 or other things of value deposited into escrow pursuant to this Agreement, except Escrow 13 Holder's costs and reasonable charges for services performed. 14 Buyer and Seiler have not used any real estate brokers for this transaction and Buyer and 15 Seiler acknowledge that in all events no real estate broker commissions shall be payable by Buyer 16 or Seiler. 17 10. Acceptance. Provided that this Agreement is executed by Seller and delivered to 18 District on or before July 28, 2004, District shall have until midnight August 11, 2004 to accept 19 and execute this Agreement, and during said period, this instrument shall constitute an 20 irrevocable offer by Seller to sell and convey the Property to District for the consideration and 21 under the terms and conditions herein set forth. Said offer shall remain irrevocable during this 22 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 23 acknowledges receipt of the sum of Seven Thousand Five Hundred Dollars and No/100 24 ($7,500.00), which shall be applied to the Purchase Price as set forth in Section 2 hereof 25 Provided that this Agreement is accepted by District, this transaction shall close as soon 26 � as practicable in accordance with the terms and conditions set forth herein. 27 28 -5- 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 2 executed by their duly authorized officers to be effective as of the date of final execution by 3 District in accordance with the terms hereof. 4 5 RT TYFR: 6 MIDPF.NTNSITT.A REGIONAL QPF.N 7 SPAC:F. DTSTRTC T 8 APPROVED AS TO FORM: 9 10 Susan M. Schectman, 11 General Counsel 12 - 13 14 s Craig L. C g Britton 16 General Manager 17 APPRC)VF.p ANT) ACC F.PTF.T): 18 19 President, Board of Directors 20 21 '76istreRrerk 22 Date: O 23 24 25 26 27 28 -6- I ACCEPTANCE 2 Subject to court confirmation and/or consent of the beneficiaries,the undersigned, as 3 personal representative of the estate of the above-named decedent, hereby accepts the 4 foregoing bid of Seventy five thousand and No/100 Dollars ($75,000.00) 5 as purchaser(s) of all right, title and interest of the decedent's estate in the Property on the terms stated in the Bid For Purchase of Real property and Purchase 6 Agreement. 7 8 The undersigned also acknowledges receipt of a cashiers check for Seven thousand five 9 hundred and No/100 Dollars ($7,500.00), as deposit. 10 11 Dated: 12 13 14 Clifftrd R. Lancaster Personal Representative 1s 16 17 18 19 20 21 22 23 24 25 26 27 28 -7- EXHIBIT A �■NORM AMERICAN DIRECT ALL INQUIRIES TO: "nTLE Escrow Officer: Susan K.Trovato 11COMPANY Telephone No.: (408)399-4100 Our No.: 56007-53171905-SKT Mid-Peninsula Open Space District Attn: Mike Williams 330 Distel Circle Los Altos CA 94022 Buyer(s): Midpeninsula Regional Open Space District Property Address: Unimproved Land APN 558-33-003 Los Gatos, CA Amendment No. I Preliminary Report IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, North American Title Company, Inc. HEREBY REPORTS THAT IT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED,AS OF THE DATE HEREOF, A POLICY OR POLICIES OF TITLE INSURANCE, DESCRIBING THE LAND AND THE ESTATE OR INTEREST HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY DEFECT, LIEN, OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS AND STIPULATIONS OF SAID POLICY FORMS. THE PRINTED EXCEPTIONS AND EXCLUSION FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE SET FORTH ON THE ATTACHED COVER, COPIES OF THE POLICY FORMS SHOULD BE READ, THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT. PLEASE READ THE EXCEPTIONS SHOWN OR REFERRED TO BELOW AND THE EXCEPTIONS AND EXCLUSIONS SET FORTH IN EXHIBIT A OF THIS REPORT CAREFULLY. THE EXCEPTIONS ARE MEANT TO PROVIDE YOU WITH NOTICE OF MATTERS WHICH ARE NOT COVERED UNDER THE TERMS OF THE TITLE INSURANCE POLICY AND SHOULD BE CAREFULLY CONSIDERED. IT IS IMPORTANT TO NOTE THAT THIS PRELIMINARY REPORT IS NOT A WRITTEN REPRESENTATION AS TO THE CONDITION OF TITLE AND MAY NOT LIST ALL LIENS, DEFECTS, AND ENCUMBRANCES AFFECTING TITLE TO THE LAND. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS THERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE,A BINDER OR COMMITMENT SHOULD BE REQUESTED. Dated as of May 17,2004 Pam Thompson/aerjw/tw at 07:30 am Title Officer 497 N. Santa Cruz Avenue, Los Gatos, CA 95030 Phone No.: (408)399-4100 Fax No.: (408)354-3212 The form of policy of title insurance contemplated by this report is: 1990-CLTA Owner's Standard Coverage 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: I The heirs or devisees of Marie B. Neville, deceased, their interest being subject to the administration of the estate of said decedent. I I i Page 2 g I Order No.: 56007-53171905-SKT I I Description: The land referred to herein is situated in the State of California, County of Santa Clara, Unincorporated Area, and is described as follows: BEING A TRACT OF LAND 6.12 1/2 CHAINS IN WIDTH ALONG THE EAST SIDE OF THE N.W. 1/4 OF SECTION 35 T. 8S., R1W., M.D. BASE & MERIDIAN, AND COMPRISING 24 5/160 OF THE ENTIRE N.W. 1/4 SECTION 35 AFORESAID. BEGINNING AT THE QUARTER SECTION CORNER OF THE NORTH SIDE OF SAID SECTION AND RUNNING THENCE SOUTH 39.82 1/2 CHAINS TO THE CENTER OF SECTION 35 AFORESAID, WHENCE AN IRON BAR 3/4 OF AN INCH IN DIAMETER, DRIVEN INTO THE GROUND ON THE RIDGE WHERE THE LINES CROSSES THE OLD WAGON ROAD BEARS NORTH 12.12 CHAINS; THENCE WEST ALONG THE LINE BETWEEN THE N.W. 1/4 OF SECTION 35 AND THE S.W. 1/4 OF ,SECTION 35 AFORESAID A DISTANCE OF 6.12 1/2 CHAINS,WHENCE AN IRON BAR 3/4 OF AN INCH IN DIAMETER BEARS NORTH 11.62 CHAINS; THENCE NORTH 39.85 CHAINS TO THE NORTH LINE OF SECTION 35 AFORESAID; THENCE S. 891 15'E. ALONG THE NORTH LINE OF SECTION 35 AFORESAID FOR A DISTANCE OF 6.12 1/2 CHAINS TO THE PLACE OF BEGINNING. APN: 558-33-003 i i Page 3 Order No.: 56007-53171905-SKT � ` . ' . ^ At the date hereof exceptions tm coverage in addition bm the printed exceptions mrd exclusions contained in said policy form would be as follows: � 1. General and Special Property Taxes, and any assessments collected with taxes, including utility � assessments, are a lien not yet payable tobe levied for the fiscal year 2OO4-2OO5. 2. The Lien of Supplemental Taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75)of the Revenue and Taxation Code of the State of California. 3. Any easement or lesser right not disclosed by those public records which impart constructive notice, and which are not visible and apparent from an inspection of the surface of said land. � 4. Any Lien for Federal Estate Tax by reason of the death of the decedent named below,who was a / former owner of said land: � | � i Decedent: Marie B. Neville � 5. Any lien for California Estate Tax payable by reason of the death of Marie B. Neville. G. The requ|nornentthat vve be furnished with o Resolution of the Board of Directors ofK8idpan|nmu|a � � Regional Open Space District authorizing the current transaction. � � / � � � � � � � � � Page � BO5-Sh3' � - - . . , ` INFORMATIONAL NOTES: A. There are no conveyances affecting said land recorded within (24) months of the date of this report. B. This charge for a policy of title insurance, if issued through this title order, will be based on the basic insurance rate. C. General and Special Property Taxes for the fiscal year shown below have been paid. � Fiscal Year: 2003-2004 Total Amount: Q445.00 First Installment: $222.60Poid Second Installment: $222.60Poid Land: $5.726.00 � Code Area: 80-060 i � Parcel Number: 568-33-033 U. Pursuant bo Section 12413.1 of the insurance code funds deposited |n escrow must baheld for the following time periods before they can bedisbursed: 1. Cash or wired funds—available for immediate disbursal after deposit in bank or confirmation � of receipt inaccount. Bear in mind that Cash will be accepted from customers only under special circumstances ae individually approved bymanagement. 2. Cashier checks, certified checks, tellers checks--next day available funds. ! 3. AJI other checks must be held in accordance with regulation CC adopted by the Federal Reserve Board of Governors before they must bedisbursed. � 4. Drafts must bo collected before they may bodisbursed. North American Title Company will not be responsible for accruals of interest or other charges resulting from compliance with the disbursement restrictions imposed by state law. For Your Information, Our Wire Instructions Are: Wire To: Credit The Account of: ConmeriooBanh North American Title Company � 7SE. Trimble Bank Account No.: 1892518109 San Jose, CA 95131 Escrow No.: 56007-53171905-SNT � Routing No.:.. 121137522 Brmnoh/CounhyNo.: 560-07 � Attn: Susan K. Trovato � � � 'aye" Order No.: 58007-53171905-SKU GOOD FUNDS LAW CALIFORNIA ASSEMBLY BILL 512 (-AB512-) IS EFFECTIVE ON JANUARY 1, 1990. UNDER AB512, NORTH AMERICAN TITLE COMPANY, INC. (-NORTH AMERICAN TITLE COMPANY, INC.-) MAY ONLY MAKE FUNDS AVAILABLE FOR MONETARY DISPERSAL IN ACCORDANCE WITH THE FOLLOWING RULES: SAME DAY AVAILABILITY - DISBURSEMENT ON THE DATE OF DEPOSIT IS ALLOWED ONLY WHEN FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY (-NORTH AMERICAN TITLE COMPANY, INC.-) IN CASH OR BY ELECTRONIC TRANSFER (WIRE). BEAR IN MIND THAT CASH WILL BE ACCEPTED FROM CUSTOMERS ONLY UNDER SPECIAL CIRCUMSTANCES AS INDIVIDUALLY APPROVED BY MANAGEMENT. NEXT DAY AVAILABILITY - IF FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY, INC. BY CASHIER'S CHECKS, CERTIFIED CHECKS, OR TELLER'S CHECKS, DISBURSEMENT MAY BE ON THE NEXT BUSINESS DAY FOLLOWING DEPOSIT. A 'TELLER'S CHECK" IS ONE DRAWN BY AN INSURED FINANCIAL INSTITUTION AGAINST ANOTHER INSURED FINANCIAL INSTITUTION (E.G., A SAVINGS AND LOAN FUNDING WITH A CHECK AGAINST A FDIC INSURED BANK). 2-5 DAY AVAILABILITY (REGULATION CC). IF THE DEPOSIT IS MADE BY CHECKS OTHER THAN THOSE DESCRIBED IN PARAGRAPHS I AND 2 ABOVE, DISBURSEMENT MAY OCCUR ON THE DAY WHEN FUNDS MUST BE MADE AVAILABLE TO DEPOSITORS UNDER FEDERAL RESERVE REGULATION CC. THIS REQUIRES A"HOLD"ON SOME CHECKS OF 2-5 DAYS OR LONGER IN SOME INSTANCES. PERSONAL CHECKS, DRAFTS, PRIVATE CORPORATION AND COMPANY CHECKS, AND FUNDING CHECKS FROM MORTGAGE COMPANIES THAT ARE NOT TELLER'S CHECKS ARE AMONG THOSE CHECKS SUBJECT TO SUCH HOLDS. (FOR FURTHER DETAILS,CONSULT CHAPTER 598,STATUTES OF 1989.) NOTE: THE ABOVE GUIDELINES ARE IN CONFORMITY WITH THOSE ISSUED BY THE DEPARTMENT OF INSURANCE FOR ALL CALIFORNIA TITLE INSURANCE AND CALIFORNIA TITLE COMPANIES. PRELIMINARY CHANGE OF OWNERSHIP REPORT NOTE: ON OR AFTER JULY 1, 1985, THE COUNTY RECORDER'S OFFICE WILL CHARGE, IN ADDITION TO THE REGULAR CHARGES, AN EXTRA $20.00 RECORDING FEE, UNLESS A DOCUMENT EVIDENCING A CHANGE OF OWNERSHIP IS ACCOMPANIED BY A PRELIMINARY CHANGE OF OWNERSHIP REPORT. IN LIEU OF SAID REPORT, SIGNED BY THE TRANSFEREE, THE RECORDER WILL ACCEPT AN AFFIDAVIT THAT THE TRANSFEREE IS NOT A RESIDENT OF CALIFORNIA. TITLE BILLINGS WILL BE ADJUSTED TO REFLECT SUCH ADDITIONAL FEES WHEN APPLICABLE. IRS FORM 1099 BEFORE THE TRANSACTION CONTEMPLATED BY THIS REPORT CAN BE CLOSED, THE SELLER/BORROWER MUST FURNISH A TAXPAYER IDENTIFICATION NUMBER TO US SO THAT WE CAN FILE AN IRS FORM 1099,OR ITS EQUIVALENT, WITH THE INTERNAL REVENUE SERVICE. THIS PROCEDURE IS REQUIRED BY SECTION 6045 OF THE INTERNAL REVENUE SERVICE. NOTICE OF A WITHHOLDING REQUIREMENT State Withholding & Reporting for closings after January 1, 2003: Under California Law (Rev& Tax Code 18662) a buyer may be required to withhold and deliver to the Franchise Tax Board (FTB) an amount equal to 3.33%of the sales price In the case of disposition of California real property Interest("Real Property") by either: 1)a seller who Is an individual or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of seller,or 2) a corporate seller that has no permanent place of business In California. Buyer may be subject to a penalty (equal to the greater of 10% of the amount required to be withheld or $500) for failing to withhold and transmit the funds to FTB In the time required by law. Buyer is not required to withhold any amount and will not be subject to penalty for failure to withhold If: a)the sale price of the Real Property does not exceed $100,000; b)the seller executes a written certificate under penalty of perjury certifying that the seller Is a corporation with a permanent place of business in California;or c)the seller,who Is an Individual,executes a written certificate under penalty of perjury certifying one of the following: (1) the Real Property was the seller's principal residence (as defined In IRC 121); (11)the Real Property Is or will be exchanged for property of likekind (as defined In IRC 1031) and that the seller Intends to acquire property similar or related In service or use so as to be eligible for nonrecognition of gain for California Income tax purposes under IRC 1031; (111) the Real Property has been compulsorily or Involuntarily converted (as defined In IRC 1033) and the seller intends to acquire property similar or related In service or use as to be eligible for nonrecognition of gain for California Income tax purposes under IRC 1033; or (Iv) the Real Property sale will result In loss of California income tax purposes. Seller is subject to penalties for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding laws. FTB may grant reduced withholding and waivers from withholding on a case-by-case basis for corporations or other entities. For additional Information regarding California withholding,contact the Franchise Tax Board at(toll free) 888-792- 4900),or by e-mail at urws@ftb.ca.gov or visit their website at www.ftb.ca.gov. Page 6 Order No.: 56007-53171905-SKT � O , � � ■ or �- / . -x� « � �p | ! § C go \� | � E . /, ® �� ■ �[ ) • $k §; � . (\ �! §7 I a k\ . I{ 06 % k � , $§ , , © C-9 , \ � q[ I Page 7 Order No.: 5 007 53171905-SKT ACQUISITION FUNDING AGREEMENT BETWEEN BAY AREA RIDGE TRAIL COUNCIL AND MIDPENINSULA REGIONAL OPEN SPACE DISTRICT This Acquisition Funding Agreement (this "Agreement") dated July 28, 2004 for reference purposes, is made by and between MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ("DISTRICT"), a public agency and BAY AREA RIDGE TRAIL COUNCIL ("BARTC"), a California nonprofit public benefit corporation, to memorialize the parties' understandings and agreements with respect to the following project (the "Project")to be undertaken by DISTRICT: the grant of acquisition funding for DISTRICT's purchase of a private in-holding within Sierra Azul Open Space Preserve ("OSP"). BARTC and DISTRICT collectively, shall be referred as the "Parties" hereinafter. RECITALS A. DISTRICT intends and has agreed to use good faith efforts to acquire a private in-holding within Sierra Azul Open Space Preserve. To advance this process, BARTC has allocated a total of Thirty-Five Thousand Dollars ($35,000.00)of funds granted to it from State of California Coastal Conservancy ("SCC")toward the acquisition of this in-holding (the "Acquisition Grant"). B. To achieve the greatest efficiency in use of available resources for the Project, DISTRICT will negotiate the acquisition of the private in-holding. DISTRICT shall contribute its own resources and funding, and shall seek other resources and funding as necessary to complete the Project. NOW, THEREFORE, for valuable consideration, the Parties agree that the foregoing recitals are true and correct, and agree as follows: 1. PURPOSE OF AGREEMENT. The purpose of this Agreement is to define the terms and conditions for BARTC s grant of funding to DISTRICT for an acquisition related to the Project. This Agreement shall be effective upon full execution by the Parties, and approval of the Acquisition Grant by SCC ("Effective Date"). 2. TERM. DISTRICT shall use good faith efforts to complete the acquisition of the private in- holding within Sierra Azul OSP, as more particularly described herein below, not later than December 31, 2004. This Agreement shall run from its Effective Date for a period of twenty (20) years, unless otherwise terminated or amended as provided in this Agreement. BARTC shall have no obligation to grant the Acquisition Grant to DISTRICT, unless and until all of the conditions precedent to acquisition and disbursement, as set forth in Paragraphs 4 and 5 respectively, have been satisfied. 3. SCOPE OF THE PROJECT. The acquisition of the Neville property, a 24-acre property located southeast of Los Gatos between Lexington Reservoir and Mt. El Sombroso and the last remaining private in-holding straddled by the Priest Rock trail. 4. DISTRICT's OBLIGATIONS RE: Neville PROPERTY ACQUISITION. a. Acquisition of In-holding. DISTRICT intends to and agrees to use good faith efforts to acquire fee simple title to that certain property located within the boundaries of the Sierra Azul OSP referred to by the Parties as "the Neville Property" as more particularly described in Exhibit A attached hereto and incorporated by reference. The Neville Property contains approximately 24 acres and has an estimated fair market value of Seventy-Five Thousand Dollars ($75,000). BARTC agrees to make the Acquisition Grant in a total amount not to exceed $35,000 for the Neville Property subject to the following, and within the Term above. b. Conditions Precedent to Acquisition and Disbursement. BARTC shall have no obligation to make or disburse the Acquisition Grant unless and until the following conditions precedent have been met: (i) A resolution has been adopted by SCC authorizing the making of the grant to BARTC, and a resolution has been adopted by the Board of Directors of BARTC and the Board of Directors of DISTRICT authorizing the making and receiving of the Acquisition Grant, respectively, and the execution of this Agreement and approval of its terms and conditions. (ii) BARTC has reviewed and approved in writing: all title and acquisition documents pertaining to acquisition of the Neville Property, including, without limitation, an appraisal conducted in accordance with the SCC "Environmental Appraisal Guidelines", preliminary title report, agreements for purchase and sale, escrow instructions and instruments of conveyance. (iii) BARTC has reviewed and approved in writing the number, location, design, and wording of signs and placards to be placed on the Neville Property as provided in Paragraph 6 "SIGNS" below. (iv) DISTRICT has delivered into escrow, in form reviewed and approved in writing by BARTC and SCC, either a fully executed Irrevocable Offer to Dedicate Title in Fee, or a resolution of the DISTRICT Board of Directors dedicating the Neville Property for park or open space purposes pursuant to Public Resources Code Section 5540, or both, and any interest so dedicated may be conveyed only as provided in Section 5540 of the Public Resources Code. If required by the SCC, the offer shall be recorded concurrently with or in the instrument conveying title to the Neville Property to DISTRICT. DISTRICT may also deliver into escrow, in a form reviewed and approved in writing by SCC, a legal document in lieu of the above described documents, provided that the document is legally sufficient to accomplish the dedication of the Neville Property for park or open space purposes, and provided that the document contains all of the terms and conditions set out in paragraph 4 (0 (i)through (vi) herein. (v) The purchase price for the Neville Property purchased under this Agreement shall not exceed fair market value as established by the appraisal approved by BARTC. DISTRICT shall obtain at its cost and deliver an appraisal of the Neville Property to BARTC not later than two (2) months prior to the expected date of close of escrow. L DISTRICT has obtained and deposited into escrow all necessary funds beyond those granted under this Agreement needed to complete the acquisition of and close of escrow on the Neville Property. c. Use and Disbursement of Acquisition Funds. Upon satisfaction of all provisions of Paragraph 4.b. herein, "Conditions Precedent To Acquisition and Disbursement", BARTC shall disburse a total amount not to exceed Thirty-Five Thousand Dollars ($35,000.00)for acquisition of the Neville Property. The acquisition funds shall be used only for the following purposes: towards the purchase price payable by DISTRICT, and escrow, recording and/or title insurance fees, to the extent not included in the purchase price. DISTRICT shall notify BARTC in writing of the escrow account number associated with the acquisition of the Neville Property. - 2- DISTRICT shall request disbursement for the acquisition by sending a letter to BARTC, and shall include the name and address of DISTRICT, a reference to this Agreement, the date of the request, the date of projected close of escrow, the amount to be disbursed, and a description of the items for which disbursement is requested. Additionally, the letter shall include the name, address and telephone number of the title company or escrow holder and the escrow account number to which the funds will be disbursed. The letter shall be signed by an authorized representative of DISTRICT. Failure to send the required letter will relieve BARTC of its obligation to disburse funds. BARTC will make good faith efforts to disburse the total amount of$35,000 into escrow on or before date specified by MROSD for close of escrow, which is defined as delivery and recordation of the grant deed conveying title and disbursement of the purchase price to the owner of the Neville property. After the close of escrow, DISTRICT will deliver to BARTC a copy of the policy of title insurance for the Neville Property vesting fee title in the DISTRICT in the face amount of$75,000. d. Authorization. In no event will BARTC have any obligation to grant the Acquisition Grant, unless and until SCC duly authorizes the concomitant grant to BARTC, which may occur at more than one meeting of SCC. e. Maintenance. DISTRICT shall use, manage, operate and maintain the Neville Property in a manner consistent with the purpose of the acquisition. DISTRICT further assumes in perpetuity all management, operation and maintenance costs associated with the Neville Property, including the costs of ordinary repairs and replacements of a recurring nature, and costs of enforcement of regulations. BARTC shall not be liable for any costs of such management, operation or maintenance. DISTRICT shall refrain from developing or otherwise using any other property it owns or controls in the vicinity of the Neville Property in such a way as to materially interfere with or inconvenience the use, management, operation or maintenance of the Neville Property, or to detract from the purpose of the acquisition. DISTRICT may be excused from its obligations for management, operation and maintenance only upon the written approval of BARTC. DISTRICT shall not use or allow the use of any portion of the Neville Property to compensate for adverse changes to the environment caused by DISTRICT on other property. f. Memorandum of Agreement . If required by SCC as a further condition to DISTRICT's receipt of the Acquisition Grant, DISTRICT shall execute and deliver a "Memorandum of Agreement" in a form acceptable to BARTC and SCC, to provide recorded notice of this Agreement. Said Memorandum shall include the following essential provisions, and if required by SCC shall be recorded concurrently with the instrument that conveys title to the Neville Property to DISTRICT. (i) Dedication . The Real Property was acquired by the DISTRICT pursuant to a grant of funds from the State Coastal Conservancy, an agency of the State of California, and shall be dedicated for the purposes of parks and open space in accordance with Section 5540 of Public Resources Code on or before December 31, 2004. i. Mitigation. Without the written permission of the Executive Officer of the Conservancy, the District shall not use or allow the use of any portion of the Property for mitigation to compensate for adverse changes to the environment elsewhere. If the District fails to obtain such written permission for use of the Property for mitigation, then the Executive Officer may require that all funds generated in connection such mitigation on the Real Property be remitted promptly to the Conservancy until the Conservancy has been fully paid for all of its past, present and future costs with respect to the Real Property, including without limitation, - 3 - staff, planning, development, restoration, operation and maintenance, and monitoring costs, at fair market value as of the time the mitigation is to begin. The District shall not use or apply mitigation funds, if any, toward the District matching requirements of the Conservancy grant used to acquire the Real Property. (ii) The Real Property, including any portion of it or any interest in it, may not be used as security for any debt without written approval of the State of California, acting through the Executive Officer of the Conservancy, or its successor. (iii) The Real Property, including any portion of it or any interest in it, may not be transferred without the approval of the State of California, acting through the Executive Officer of the Conservancy, or its successor. (iv) DISTRICT is obligated to use, manage, operate and maintain the Real Property for the purposes of open space, watershed protection, public trail access and recreation. DISTRICT's use of the property will be consistent with the terms of this Agreement with the BARTC dated 2004 as such may be amended from time to time. (v) If any of the essential provisions stated above are violated, all of the DISTRICT's right, title and interest in the real property shall vest in the State of California for the benefit of the Conservancy or its successor, upon acceptance of the real property and approval of the State Public Works Board; provided, however, that the State, through the Executive Officer of the Conservancy, or its successor, may designate another public agency or a nonprofit organization to accept the right, title and interest, in which case vesting shall be in that agency or organization rather than in the State. However, the Conservancy shall first give the DISTRICT ninety (90) days written notice of any violation stating the specific nature thereof, in order for DISTRICT to correct any such violation to the Conservancy's satisfaction. If the DISTRICT has not corrected such violation within such 90 day notice period, or any extension thereto, Conservancy may exercise its right to ownership of the Property 5. BARTC's CONTRIBUTION. a. Limited Contribution. It is understood that SCC will furnish BARTC a portion of the funds necessary for completion of the Project. BARTC's liability for any contribution under this Agreement shall be limited to SCC funds available and received for the Project. BARTC shall incur no liability to DISTRICT, its officers, agent, employees, suppliers, or contractors for failure to make or any delay in making such payments. None of the funds provided by BARTC hereunder shall be used for salary, administrative expenses or office space incidental to the construction of the Project. b. No Further Liability. In no case shall BARTC be liable for any acquisition costs for the Neville Property in excess of the Acquisition Grant of$35,000, nor for any unauthorized or ineligible costs. DISTRICT shall be responsible for any and all costs of the Project that exceed the amount listed above. If BARTC determines that DISTRICT has used funds provided under this Agreement for purposes not authorized or prohibited hereunder, DISTRICT shall pay BARTC 100% of the amount improperly expended within 30 days of BARTC's written request. BARTC shall reimburse DISTRICT for the reasonable approved costs (according to Paragraph (4) (c)) associated with the Project as described herein. If DISTRICT is in doubt about the acceptability of an expense for any part of the Project, DISTRICT shall ask in writing that BARTC review and approve a proposed expenditure. DISTRICT may reasonably rely on BARTC's response. -4 - jl . 6. SIGNS. a. Specifications. DISTRICT shall erect signs visible from the nearest public roadway directing the public to the Project. In addition, DISTRICT shall erect signs acknowledging SCC's and BARTC's assistance and displaying the Parties' logos, unless this acknowledgement is incorporated into other signs in a manner approved by the Parties. DISTRICT shall obtain the specifications for SCC and BARTC signs and logo from BARTC for this purpose. b. Bond Act. This Project is funded from the Safe Neighborhood Parks, Clean Water, Clean Air, and Coastal Protection Bond Act of 2000, which requires that all recipients of bond funds post signs acknowledging the source of funds, in accordance with guidelines issued by the Secretary for Resources, DISTRICT shall additionally comply with this Paragraph. In such event, in accordance with these guidelines, the signage plan must also include at least one sign of at least two (2) feet by two (2)feet, containing the specified "universal logo"to be equated with the 2000 Bond Act statewide, and placed to maximize visibility and durability. There is no maximum size or number of these signs, but at least one sign must be posted by the time the project is completed. Exceptions to this size requirement are permitted in the case of trails, historical sites and other areas where these dimensions may not be appropriate, in which case BARTC may, in consultation with DISTRICT, authorize the use of appropriate alternative signage that acknowledges Parks/Water Bond 2000 funding in a recognizable way. c. Sign Review. Plans describing the number, design, placement, and wording of the signs shall be submitted to BARTC for review and written approval prior to the installation of the signs. 7. NOTICES. Any notices or copies of documents to be provided hereunder shall be mailed to the respective Parties addressed as follows: MIDPENINSULA REGIONAL OPEN BAY AREA RIDGE TRAIL COUNCIL SPACE DISTRICT Holly Van Houten - Executive Director L. Craig Britton—General Manager 1007 General Kennedy Avenue, Suite 3 330 Distel Circle San Francisco CA 94129 Los Altos Hills, CA 94022-1404 Tel: (415) 561-2595 Tel: 650-691-1200 8. RECORDS. DISTRICT shall maintain financial accounts, documents, and records (collectively, "records") relating to this Agreement, in accordance with the guidelines of "Generally Accepted Accounting Practices" ("GAAP") published by the American Institute of Certified Public Accountants. The records shall include, without limitation, evidence sufficient to reflect properly the amount, receipt, deposit, and disbursement of all funds related to the completion of the Project. DISTRICT shall maintain adequate supporting records in a manner that permits tracing from the request for disbursement forms to the accounting records and to the supporting documentation. BARTC may review, obtain, and copy all records relating to performance of the Agreement. Upon request, DISTRICT shall provide evidence to BARTC of all funds expended. DISTRICT shall provide BARTC with any relevant information requested and shall permit BARTC access to its premises upon reasonable notice, during normal business hours, to inspect and copy books, records, accounts, and other material that may be relevant for the purpose of determining compliance with this Agreement and any applicable laws and regulations. DISTRICT shall retain the required records for a minimum of five (5) years following the final disbursement of funds. The records shall be subject to examination and audit by BARTC or the Bureau of State Audits during the retention periods. If DISTRICT retains any contractors to accomplish any of the work of this Agreement, DISTRICT shall first enter into an agreement with - 5 - each contractor requiring the contractor to meet the terms of this paragraph and to make the terms applicable to all subcontractors. 9. INDEMNIFICATION. DISTRICT shall defend, indemnify and hold BARTC and SCC, their officers, directors, employees, agents, successors and assigns, harmless from and against any liability, suit, claim, expense, loss, injury, damage, and attorney's fees and court costs (including those incurred to enforce this provision), arising out of or in any way connected with or incident to this Agreement, including the willful misconduct, negligence (whether active or passive)of DISTRICT or its agents, any acts or omissions related to the Project and DISTRICT's performance under this Agreement, except for the negligence or willful misconduct of BARTC or SCC. The duty of DISTRICT to indemnify and save harmless includes the duty to defend as set forth in Civil Code Section 2778. DISTRICT waives any and all rights to any type of express or implied indemnity or right of contribution from the State, its officers, agents or employees, for any liability resulting from, growing out of, or in any way connected with or incident to this Agreement. 10. INSURANCE. Unless DISTRICT is self-insured or self insured by a membership in a government risk-pooling entity, DISTRICT shall provide and maintain public-liability and property- damage insurance for liability assumed by DISTRICT under this Agreement with minimum limits of liability as follows: A single limit for bodily injury (including death) and property damage liability combined of not less than $1,000,000 each occurrence and $2,000,000 in the aggregate. DISTRICT also shall provide and maintain insurance or self-insurance against fire, vandalism and other loss, damage, or destruction of the facilities or structures constructed pursuant to this Agreement. Unless self-insured, this insurance shall be issued by a company or companies admitted to transact business in the State of California. The liability insurance policy shall contain an endorsement specifying that BARTC and the State of California, its officers, agents and employees are included as additional insureds for any liability resulting from, growing out of, or in any way connected with or incident to this Agreement. The policy will not be cancelled or reduced in coverage without thirty (30) days' prior written notice to BARTC. If the District retains any contractors to accomplish any of the work of this Agreement, DISTRICT shall require its contractors to name BARTC and SCC as additional insureds on all liability insurance required hereunder, and provide copies of the same to BARTC and SCC prior to commencement of the Project. If DISTRICT is self- insured it will provide written evidence of the same and its financial assets providing security for such self-insurance to BARTC. 11. NON-DISCRIMINATION. In connection with this Project DISTRICT shall comply with all applicable Federal, State, and local laws and regulations including DISTRICT's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. In connection with this Project, DISTRICT shall not discriminate against any contractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor shall DISTRICT discriminate in provision of services called for in this Agreement because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. DISTRICT shall include this nondiscrimination clause in all contracts and subcontracts for performance of work under this Agreement, if any. - 6 - j 12. TERMINATION. BARTC shall have the right to terminate this Agreement with respect to the Project, upon five (5) days prior written notice to DISTRICT, if BARTC reasonably determines any of the following: DISTRICT has incurred obligations or made expenditures which are not permitted or are prohibited under this Agreement; DISTRICT has failed to fulfill its obligations under this Agreement in a timely or professional manner; DISTRICT is in material violation of any of the terms of this Agreement; or SCC notifies BARTC that funding for the Project will be terminated. If SCC or BARTC terminates prior to the completion of the Project, DISTRICT shall take all reasonable measures to prevent further costs under this Agreement. Termination shall have no effect on the Parties' rights and obligations arising out of this Agreement occuring before the effective date of such termination. 13. MISCELLANEOUS. Time is of the essence in this Agreement. No changes in this Agreement shall be valid unless made in writing and signed by the Parties hereto. No oral understanding or agreement not incorporated herein shall be binding on the Parties. Without the written consent of BARTC, this Agreement is not assignable by DISTRICT in whole or in part. This Agreem t is e ecuted by the Parties on the date(s) shown below: Mid ninsul Regiona Open S ace District BAY A EA RIDGE T IL OUNCIL I L. Craig Britton, G neral Manager Holly Van 96uten, Executive Director Date: Z✓� `� Date I I i - 7 - EXHIBIT A Description: The land referred to herein is situated in the State of California, County of Santa Clara, Unincorporated Area, and is described as follows: BEING A TRACT OF LAND 6.12 1/2 CHAINS IN WIDTH ALONG THE EAST SIDE OF THE N.W. 1/4 OF SECTION 35 T. 8S., R1W., M.D. BASE & MERIDIAN,AND COMPRISING 24 51160 OF THE ENTIRE N.W. 1/4 SECTION 35 AFORESAID. BEGINNING AT THE QUARTER SECTION CORNER OF THE NORTH SIDE OF SAID SECTION AND RUNNING THENCE SOUTH 39.82 1/2 CHAINS TO THE CENTER OF SECTION 35 AFORESAID, WHENCE AN IRON BAR 3/4 OF AN INCH IN DIAMETER, DRIVEN INTO THE GROUND ON THE RIDGE WHERE THE LINES CROSSES THE OLD WAGON ROAD BEARS NORTH 12.12 CHAINS; THENCE WEST ALONG THE LINE BETWEEN THE N.W. 1/4 OF SECTION 35 AND THE S.W. 1/4 OF SECTION 35 AFORESAID, A DISTANCE OF 6.12 1/2 CHAINS,WHENCE AN IRON BAR 3/4 OF AN INCH IN DIAMETER BEARS NORTH 11.62 CHAINS;THENCE NORTH 39.85 CHAINS TO THE NORTH LINE OF SECTION 35 AFORESAID;THENCE S.890 15' E. ALONG THE NORTH LINE OF SECTION 35 AFORESAID FOR A DISTANCE OF 6.12 1/2 CHAINS TO THE PLACE OF BEGINNING. APN: 558-33-003