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RESOLUTION 04-46
RESOLUTION OF THE BOARD OF DIRECTORS OF
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
AUTHORIZING ACCEPTANCE OF PURCHASE
AGREEMENT, AUTHORIZING GENERAL MANAGER OR
OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE
OF GRANT TO DISTRICT, AND AUTHORIZING GENERAL
MANAGER TO EXECUTE ANY AND ALL OTHER
DOCUMENTS NECESSARY OR APPROPRIATE TO
CLOSING OF THE TRANSACTION (MONTE BELLO OPEN
SPACE PRESERVE— LANDS OF KEYANI)
Midpeninsula Regional Open S
The Board of Directors of Mid e ace District does resolve as follows:g p p
P
Section One. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept the
offer contained in that certain Purchase Agreement between Khodadad Keyani and Judith A. Keyani, Trustees
Family Trust dated June 12 1986 and Midpeninsula Regional Open Space District, a copy of
of the Keyani Fam y p g
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 or the President of the Board of Directors or other appropriate officer is
authorized to execute a Certificate of Acceptance on behalf of the District.
Section Three. The General Manager of the District shall cause to be given appropriate notice of acceptance to
the seller. The General Manager and General Counsel are further authorized to approve any technical revisions
to the attached Agreement and other transactional documents which do not involve any material change to any
term of the Agreement or other transactional documents, which are necessary or appropriate to the closing or
implementation of this transaction.
Section Four. The General Manager of the District is authorized to expend up to $5,000 to cover the cost of
title insurance, escrow fees, and other miscellaneous costs related to this transaction.
Section Five. It is intended, reasonably expected, and hereby authorized that the District's general fund will be
reimbursed in the amount of$550,000 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.
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RESOLUTION NO. 04-46
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on December 15, 2004, at a Special Meeting thereof, by the following vote:
AYES: J. Cyr, M. Davey, N. Hanko, L. Hassett, D. Little, K. Nitz, P. Siemens
NOES: None
ABSTAIN: None
ABSENT: None
ATTEST: APPROVED:
ecre ary President
Board of Directors Board of Directors
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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.
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Dist ' lerk
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Purchase Agreement Page 1
PURCHASE AGREEMENT
This Purchase Agreement (hereinafter called "Agreement") is made and entered into by
and between KHODADAD KEYANI AND JUDITH A. KEYANI, TRUSTEES of the Keyani Family
Trust dated June 12, 1986, (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 Santa Clara, and being more
particularly described within the body of this Agreement; and
WHEREAS, District was formed by voter initiative to solicit and receive conveyances
of real property by purchase, exchange, gift, or bargain purchase for public park, recreation, scenic
and open space purposes; and
WHEREAS, District desires to purchase said property for open space preservation and
as part of the ecological, recreational, and aesthetic resources of the midpeninsula area; and
WHEREAS, Seller wishes to sell and convey the entirety of said property to District,
and District wishes to purchase said property upon the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises and covenants herein contained, the parties hereto agree as follows:
1. Purchase and Sale. Seller agrees to sell to District and District agrees to purchase from
Seller, Seller's real property located within an unincorporated area of the County of Santa Clara, State
of California, containing approximately one hundred (100) acres, more or less, and commonly referred
to as Santa Clara County Assessor's Parcel Number 351-16-021. Said property is further described in
the Legal Description attached to Preliminary Report Number 54170967 from North American Title
Company. A copy of said Preliminary Report is attached hereto as Exhibit "A" and incorporated
herein by this reference. Said property is to be conveyed together with any easements, rights of way,
or rights of use which may be appurtenant or attributable to the aforesaid lands, and any and all
improvements attached or affixed thereto. All of said real property and appurtenances shall hereinafter
be called the "Subject Property" or the "Property".
2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be
Five Hundred Fifty,Thousand and No/100 Dollars ($550,000.00), which shall be paid in cash at the
"Closing" as defined in Section 3 hereof.
3. Escrow. Promptly upon execution of this Agreement, in accordance with Section 11
herein, an escrow shall be opened at North American Title Company, 497 N. Santa Cruz Avenue, Los
Gatos, CA 95030, (408) 399-4100 (Escrow number 54170967) or other title company acceptable to
District and Seller (hereinafter "Escrow Holder") through which the purchase and sale of the Property
Purchase Agreement Page 2
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
March 18, 2005 provided, however, that the parties may, by written agreement, extend the time for
Closing to accommodate a 1031 Exchange in accordance with Section 10.D. herein. The term
"Closing" as used herein shall be deemed to be the date when Escrow Holder causes the Grant Deed
(as defined below) to be recorded in the Office of the County Recorder of Santa Clara County.
B. Seller and District shall, during the escrow period, execute any and all
documents and perform any and all acts reasonably necessary or appropriate to consummate the
purchase and sale pursuant to the terms of this Agreement.
C. Seller shall deposit into the escrow on or before the Closing an executed and
recordable Grant Deed, covering the Property as described in said Exhibit A
D. District shall deposit into the escrow, on or before the Closing:
W 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 Five
Hundred Forty nine Thousand and No/100s ($549,000.00) which is the balance of the Purchase Price
of$550,000 as specified in Section 2. The balance of$1,000.00 shall be paid into escrow in
accordance with Section 11 of this Agreement.
E. Seller 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 Santa Clara County. All current property taxes on the Property shall be pro-rated
through escrow between District and Seller as of the Closing based upon the latest available tax
information using the customary escrow procedures.
F. Seller shall cause North American Title Company, or other title company
acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA Standard
Policy of Title Insurance, dated as of the Closing, insuring District in the amount of$550,000.00 for
the Property showing title to the Property vested in fee simple in District, subject only to: (i) current
real property taxes, (ii) title exceptions 3, 4 and 6 as listed in the Preliminary Report attached hereto as
Exhibit "A" (iii) such additional title exceptions as may be approved in writing by District prior to the
Closing as determined by District in its sole and absolute discretion.
Purchase Agreement Page 3
G. Escrow Holder shall, when all required funds and instruments have been
deposited into the escrow by the appropriate parties and when all other conditions to Closing have been
fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of
the County Recorder of Santa Clara County. Upon the Closing, Escrow Holder shall cause to be
delivered to District the original of the policy of tide 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
limited to, claims for
rental agreement of the Property being acquired by District, including, but not I
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.
6. Seller's Representations and Warranties. For the purpose of consummating the sale
and purchase of the Property in accordance herewith, Seller makes the following representations and
warranties to District, which shall survive close of escrow, each of which is material and is being relied
upon by District.
A. Authoriy. 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
Purchase Agreement Page 4
any third party except for the exceptions permitted under the express terms hereof, and Seller shall
forever indemnify and defend District from and against any claims made by any third party which are
based upon any inaccuracy in the foregoing representations.
7. Integri!y of Property. Except as otherwise provided herein or by express written
permission granted by District, Seller shall not, between the time of Seller's execution hereof and the
close of escrow, cause or allow any physical changes on the Property. Such changes shall include but
not be limited to grading, excavating or other earthmoving activities, cutting or removing trees, shrubs,
brush or other vegetation, and damaging or demolition of improvements or structures on the Property.
8. Hazardous Waste.
A. Definitions. The term "Hazardous Waste," as used herein, means any
substance, material or other thing regulated by or pursuant to any federal, state or local environmental
law by reason of its potential for harm to human health or the environment because of its flammability,
toxicity, reactivity, corrosiveness or carcinogenicity. The term "Hazardous Waste" also includes
without limitation, polychlorinated biphenyls, benzene, asbestos, petroleum, petroleum by-products,
gas, gas liquids and lead.
The term "Environmental Law" as used herein includes, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section
9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.)
B. Representations and Warranties. For the purpose of consummating the sale and
purchase of the Property, Seller makes the following representations and warranties to District, which
shall survive close of escrow, each of which is material and is being relied upon by District:
(i) The Property does not contain any Hazardous Waste or underground
storage tanks;
(ii) Seller and the Property are in compliance with all applicable federal, state
and local laws, statutes, ordinances, orders, guidelines, rules and regulations pertaining to Hazardous
Waste or underground storage tanks;
(iii) At the time Seller acquired the Property, Seller did not know and had no
reason to know that any Hazardous Waste was present, used, manufactured, handled, generated,
stored, treated, discharged, buried or disposed of on, under or about the Property, or had been
transported to or from the Property;
(iv) Seller has not undertaken, permitted, authorized or suffered, and will not
undertake, permit, authorize or suffer the presence, use, manufacture, handling, generation, storage,
treatment, discharge, release, burial or disposal on, under or about the Property of any Hazardous
Waste, or the transportation to or from the Property, of any Hazardous Waste;
(v) There is no pending or, to Seller's best knowledge, threatened litigation or
proceedings before any administrative agency in which any person or entity alleges the presence,
release, threat of release, placement on, under or about the Property, or the use, manufacture,
Purchase Agreement Page 5
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;
(vi) Seller has not received any notice and has no knowledge or reason to
know that any governmental authority or any employee or agent thereof has determined, or threatens to
determine, that there is a presence, release, threat of release, placement on, under or about the
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;
(vii) There have been no communications or agreements with any
governmental authority or agency (federal, state or local) or any private entity, including, but not
limited to, any prior owners of the Property, relating in any way to the 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.
C. Indemni1y. Seller shall indemnify, defend and hold harmless District from and
against any legal or administrative proceedings brought against District, and all claims, liabilities
losses, damages, and costs, foreseen and unforeseen, including without limitation, attorney,
engineering and other professional or expert fees, directly or indirectly arising from any breach of the
warranties or representations contained herein, or arising from related to or connected with the
existence of any hazardous substances of any kind on or in the property, except when any hazardous
substance contamination was caused solely by District. Seller shall be solely and completely
responsible for responding to and complying with any administrative notice, order, request, or demand,
or any third party claim or demand relating to potential or actual hazardous substance contamination on
or in the Property, including any and all costs of remediation and cleanup, except when such
contamination was caused solely by District. In addition to any remedies provided in this subsection, in
the event Hazardous Waste is found to exist on the property, District may exercise its right to bring an
action against Seller to recover any cleanup, repair or remediation costs from Seller and/or any other
person or persons determined to have responsibility for the presence of Hazardous Waste on the
Property.
9. Waiver of Relocation Benefits and Statutory Compensation. Seller and District
understand and agree that Seller may be entitled to receive certain relocation benefits and the fair
market value of the Property described in Exhibit "A", as provided for by the Federal Uniform
Relocation Assistance and Real Property Acquisition Act of 1970 (Public Law 91-646), the Uniform
Relocation Act Amendments of 1987 (Public Law 100-17, Title IV of the Surface Transportation and
Uniform Relocation Assistance Act of 1987 (101 Statutes, 246-256) (42 U.S.C. 14601 et seq.), and the
California Relocation Assistance Act, Government Code Section 7260 et seq. Seller hereby waives any
and all existing and/or future claims or rights Seller may have to any relocation assistance, benefits,
procedures, or policies as provided in said laws or regulations adopted there under and to any other
compensation, except as provided in this Agreement. Seller has been advised as to the extent and
availability of such benefits, procedures, notice periods, and assistance, and freely and knowingly
waives such claims, rights and notice periods except as set forth in this Agreement, including the fair
market value of said Property, as provided for by said Federal Law and any similar California Law.
Purchase Agreement Page 6
10. Miscellaneous Provisions.
A. Access for Investigations. From the date Seller delivers an executed copy of
this Purchase Agreement to District and until the Closing, District and District's agents, lender,
contractors, engineers, consultants, employees, subcontractors and other representatives (the ADistrict
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
Ili 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.
B. Choice of Law. The internal laws of the State of California, regardless of any
choice of law principles, shall govern the validity of this Agreement, the construction of its terms and
the interpretation of the rights and duties of the parties.
C. Attorneys' Fees. If either party hereto incurs any expense, including
reasonable attorneys' fees, in connection with any action, proceeding or arbitration instituted by reason
of any default or alleged default of the other party hereunder, the party prevailing in such action or
proceeding shall be entitled to recover from the other party reasonable expenses and attorneys fees in
the amount determined by the Court, or arbitrator, in the case of arbitration, 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, or arbitrator in the case of arbitration, shall be entitled to recover from the other party
reasonable expenses and attorneys' fees.
D. Amendment and Waiver. The parties hereto may by mutual written agreement
amend this Agreement in any respect. Any party hereto may in writing: (i) extend the time for the
performance of any of the obligations of the other party; (ii) waive any inaccuracies in representations
and warranties made by the other party contained in this Agreement or in any documents delivered
pursuant hereto; (iii) waive compliance by the other party with any of the covenants contained in this
Agreement or the performance of any obligations of the other party; or (iv) waive the fulfillment of any
condition that is precedent to the performance by such party of any of its obligations under this
Agreement. The General Manager is authorized to agree to an extension of the time for the
performance of any obligations on the part of District or Seller pursuant to this Agreement, and to take
any actions and execute any documents necessary or appropriate to closing escrow and completing this
conveyance, including execution of any documents which may allow Seller to accomplish a tax
deferred exchange of property as permitted by law; provided, however that the District shall not take
title to any third party property other than the Subject Property. Any agreement on the part of any
party for any such amendment, extension or waiver must be in writing.
Purchase Agreement Page 7
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: Judith &Khodadad Keyani
330 Covington Road
Los Altos, CA 94024
Telephone: (650) 948-2961
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 party as aforesaid, designate a different mailing
address or a different person to which such notices or demands are thereafter to be addressed or
delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the
other when prompt notification is appropriate, but any oral notice given shall not satisfy the
requirement of written notice as provided in this Section.
G. Severabilfty. If any of the provisions of this Agreement are held to be void or
unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision
of which is binding upon the parties, the parties agree that such determination shall not result in the
nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to
replace such void or unenforceable provisions which will achieve, to the extent possible, the economic,
business and other purposes of the void or unenforceable provisions.
H. Counterparts. This Agreement may be executed in separate counterparts, each
of which shall be deemed as an original, and when executed, separately or together, shall constitute a
Purchase Agreement Page 8
single original instrument, effective in the same manner as if the parties had executed one and the same
instrument. I. Waiver. No waiver of any term, provision or condition of this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed
as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other
term, provision or condition of this Agreement.
J. Entire Agreement. This Agreement is intended by the parties to be the final
expression of their agreement; it embodies the entire agreement and understanding between the parties
hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it
supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings
relating to the same subject matter.
K. Time of Essence. Time is of the essence of each provision of this Agreement
in which time is an element.
L. Survival of Covenants. All covenants of District or Seller which are expressly
intended hereunder to be performed in whole or in part after the Closing, and all representations and
warranties by either party to the other, shall survive the Closing and be binding upon and inure to the
benefit of the respective parties hereto and their respective heirs, successors and permitted assigns.
M. Assignment. Except as expressly permitted herein, neither party to this
Agreement shall assign its rights or obligations under this Agreement to any third party without the
prior written approval of the other party.
N. Further Documents and Acts. Each of the parties hereto agrees to execute and
deliver such further documents and perform such other acts as may be reasonably necessary or
appropriate to consummate and carry into effect the transactions described and contemplated under this
Agreement.
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.
Purchase Agreement Page 9
R. Pronoun References. In this Agreement, if it be appropriate, the use of the
singular shall include the plural, and the plural shall include the singular, and the use of any gender
shall include all other genders as appropriate.
S. Arbitration of Disputes.If a dispute arises out of or relates to this Agreement or
the performance or breach thereof,the parties agree first to participate in non-binding mediation in order to
resolve their dispute. If the parties are unable to resolve their dispute through mediation,or if there is any
remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy
or claim shall be settled by binding arbitration. The parties shall jointly select one arbitrator who shall be a
retired or former judge of the Superior Court of California. The arbitration' shall be conducted in
accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including
the right of discovery. Hearings shall be held in Santa Clara'County,California. If the parties are unable
to agree upon an arbitrator,the arbitration shall be conducted by Judicial Arbitration and Mediation
Services,Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute,it shall in
all cases be final and binding.
NOTICE: BY INITIALING IN THE SPACE BELOW,YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE ARBITRATION OF
DISPUTES PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.BY INITIALING IN THE
SPACE BELOW,YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO APPEAL UNLESS
THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION OF DISPUTES
PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS
PROVISION,YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF
THE CALIFORNIA CODE OF CIVIL PROCEDURE.YOUR AGREEMENT TO THIS
ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING FROM THE MATTER INCLUDED IN THE ARBITRATION OF
DISPUTES PROVISION TO NEUTRAL ARBITRATION.
SELLER INITIA DISTRICT INITIAL
11. Acceptance. Provided that this Agreement is executed by Seller and delivered to
District on or before November 24, 2004, District shall have until midnight January 12, 2005 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.
Provided that this Agreement is accepted by District, this transaction shall close as soon as
practicable in accordance with the terms and conditions set forth herein.
Purchase Agreement Page 10
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 Khodadad Keyani, Trustee on baglf of
the Keyani Family Trust dated June 12, 1986
ACCEPTED FOR RECOMMENDATION
S�t �- _
Michael C. Williams, Real Property Manager Judith . Keyant, Trus4onalf of the
Keyani Family Trust dated June 12, 1986
Date: /Z
APPROVED AS TO FORM:
S�Ult� 1�-LQ-
Susan M. tman, General Counsel
RECO OR APP OVAL:
L. Craig Britton
General Manager
APPROVED AND ACCEPTED:
President, Board of Directors
ATTEST:
Distri erk
Date:
EXHIBIT A
�■NORTH
AMERICAN DIRECT ALL INQUIRIES TO:
finEEscrow Officer: Susan K. Trovato
"n
COMPANY Telephone No.: (408) 399-4100
Our No.: 56007-54170967-SKT
Escrow No.: 56007-54170967
Mid-Peninsula Open Space District
Attn: Mike Williams
330 Distel Circle
Los Altos CA 94022-1404
Property Address:
APN 361-16-021
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 AND REPORT ANY SUPPLEMENTS OR AMENDMENTS THERETO O ( ) IS ISSUED SOLELY FOR THE
PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS
ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A
POLICY OF TITLE INSURANCE,A BINDER OR COMMITMENT SHOULD BE REQUESTED.
Dated as of July 23, 2004 Pam Thompson/tw/cf
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:
Khodadad Keyani and Judith A. Keyani, Trustees of the Keyani Family Trust dated June 12, 1986
Page 2
Order No.: 56007-54170967-SKT
Description:
The land referred to herein is situated in the State of California, County of Santa Clara,
Unincorporated Area, and is described as follows:
THE EAST ONE-HALF OF THE NORTHWEST ONE-QUARTER AND THE EAST ONE-HALF OF THE
NORTHWEST ONE-QUARTER OF THE NORTHWEST ONE-QUARTER OF SECTION 32 IN
TOWNSHIP 7 SOUTH, RANGE 2 WEST, M.D.B.& M.
APN: 351-16-021
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Page 3
Order No.: 56007-54170967-SKT
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At the date hereof exceptions tm coverage \m addition bmthe printed exceptions and exclusions
� contained in said policy form would beasfollows:
1 General and Special Property Taxes, and any assessments collected with taxes, including utility
assessments, are a lien not yet payable to be levied for the fiscal year 2004 -2005. �
�
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. An easement affecting the portion of said land and for the purpose stated herein, and incidental �
purposes.
|n Favor of: Pacific Gas and Electric Company
| No representation |m made aoto the present ownership of said easement.
�
Purpose: A right of way for utilities �
Recorded: July 27' 1Q23 �
Book: 38
Page: 435
Affects: The exact location and extent of said easement ionot �
disclosed ofrecord
By Agreement dated March 13, 1961 and recorded April 24, 1961 in book 5146 of official records,
page 30, by and between William E. Dowell and Rose L. Dowell, his wife, and Pacific Gas and
Electric Company, a corporation, it was agreed that the route of said right of ways would be as
follows:
� A strip of land of the uniform width ofBO feet extending entirely across the NVV %of said section
� 32 and lying 25feetontheNodhwesbedyoide. andG5feedontheSouUheosbmdyeidaoftheUne
which begins at a point in the Easterly boundary line of the NW %of said section 32 and from
which the 1 inch iron pipe marking the North quarter corner ofsaid section 32 bears N. O" 51'VV. |
88Q.3 feet distant and runs thence S. 27"491/2'VV. 183G.8 feet; thence B. 28" 11'VV. 1G5.Gfeet
bmo point in the Southerly boundary line of the NVV1/4of said section 32.
4. An easement affecting the portion of said land and for the purpose stated herein, and incidental i
� purposes. |
� |
|n Favor of: Pacific Gas and Electric Company
No representation |a made ombo the present ownership of said easement.
Purpose: A right of way for utilities
� Recorded: December 3U. 194S
� Book' 1435
� .
� Page: 17 |
� .
Affects: A portion as described therein
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Order No.: 56007-54170867-8KT
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5. A Deed of Trust to secure an indebtedness in the amount shown below and any other obligations
� secured thereby.
/
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Amount: $40.000.00
Doted: March 3O. 107G
Truator �� Theodor� KeyaniondJudUhA^ hiovv�y. _'_, �
Trustee: First American Title Insurance Company, aCm|ifornie �
corporation �
Beneficiary: Chester E. Slinger and Eveoine Slinger, his wife, es �n �
. �
tenants
Recorded: April 8. 1978
Instrument No.: 5258120
Book: B95O
Page: 174
Loan No: None Shown
Beneficiary Mailing Address: P.O. Box 114. CouerD'Aleno. California
G. The fact that ownership of said land does not include rights of access, of record, to or from a
public street, road or highway.
7. Any invalidity or defect in the title of the vnnbamsinthe event such trust|m invalid mr fails toconfer
sufficient powers in the trustees, or in the event there is a lack of compliance with the terms and
provisions of the trust instrument.
This company will require a Certification of Trust(pursuant to California Probate Code Section
18100.5)from the current trustee(s)stating said trust is in full force and effect and there have
been no changes except ae set forth.
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Order No.: 56007-54170967-SKT '
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INFORMATIONAL NOTES:
I
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A. There are no conveyances affecting said land recorded within twenty-four (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: $1,114.58
First Installment: $557.29 Paid
Second Installment: $557.29 Paid
Land: $93,463.00
Code Area: 85-002
Parcel Number: 351-16-021
D. Pursuant to Section 12413.1 of the insurance code funds deposited in escrow must be held for the
following time periods before they can be disbursed:
1. Cash or wired funds--available for immediate disbursal after deposit in bank or confirmation
of receipt in account. Bear in mind that Cash will be accepted from customers only under
special circumstances as individually approved by management.
2. Cashier checks, certified checks, tellers checks--next day available funds.
3. All other checks must be held in accordance with regulation CC adopted by the Federal
Reserve Board of Governors before they must be disbursed.
4. Drafts must be collected before they may be disbursed.
I
North American Title Company will not be responsible for accruals of interest or other charges
resulting from compliance with the disbursement restrictions imposed by state law.
For Your Information Our Wire Instructions Are:
Wire To: Credit The Account of:
Comerica Bank North American Title Company
333 W. Santa Clara Street Bank Account No.: 1892518109
San Jose, CA 95113 Escrow No.: 56007-54170967
Routing No.: 121137522 Branch/County No.: 560-07
Attn: Susan K. Trovato
Page 6
Order No.: 56007-54170967-SKT
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
I AVAILABLE FOR MONETARY DISPERSAL IN ACCORDANCE WITH THE FOLLOWING RULES:
SAME DAY AVAILABILITY - DISBURSEMENT ON THE DATE OF DEPOSIT IS ALLOWED ONLY WHEN FUNDS
ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY ("NORTH AMERICAN TITLE COMPANY, INC.") IN
CASH OR BY ELECTRONIC TRANSFER (WIRE). BEAR IN MIND THAT CASH WILL BE ACCEPTED FROM
CUSTOMERS ONLY UNDER SPECIAL CIRCUMSTANCES AS INDIVIDUALLY APPROVED BY MANAGEMENT.
NEXT DAY AVAILABILITY - IF FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY, INC. BY
CASHIER'S CHECKS, CERTIFIED CHECKS, OR TELLER'S CHECKS, DISBURSEMENT MAY BE ON THE NEXT
BUSINESS DAY FOLLOWING DEPOSIT. A 'TELLER'S CHECK" IS ONE DRAWN BY AN INSURED FINANCIAL
INSTITUTION AGAINST ANOTHER INSURED FINANCIAL INSTITUTION (E.G., A SAVINGS AND LOAN FUNDING
WITH A CHECK AGAINST A FDIC INSURED BANK).
" 2-5 DAY AVAILABILITY (REGULATION CC). IF THE DEPOSIT IS MADE BY CHECKS OTHER THAN THOSE
DESCRIBED IN PARAGRAPHS 1 AND 2 ABOVE, DISBURSEMENT MAY OCCUR ON THE DAY WHEN FUNDS
MUST BE MADE AVAILABLE TO DEPOSITORS UNDER FEDERAL RESERVE REGULATION CC. THIS REQUIRES
A"HOLD"ON SOME CHECKS OF 2-5 DAYS OR LONGER IN SOME INSTANCES. PERSONAL CHECKS, DRAFTS,
PRIVATE CORPORATION AND COMPANY CHECKS, AND FUNDING CHECKS FROM MORTGAGE COMPANIES
THAT ARE NOT TELLER'S CHECKS ARE AMONG THOSE CHECKS SUBJECT TO SUCH HOLDS. (FOR
FURTHER DETAILS,CONSULT CHAPTER 598,STATUTES OF 1989.)
NOTE: THE ABOVE GUIDELINES ARE IN CONFORMITY WITH THOSE ISSUED BY THE DEPARTMENT OF
INSURANCE FOR ALL CALIFORNIA TITLE INSURANCE AND CALIFORNIA TITLE COMPANIES.
PRELIMINARY CHANGE OF OWNERSHIP REPORT
NOTE: ON OR AFTER JULY 1, 1985, THE COUNTY RECORDER'S OFFICE WILL CHARGE, IN ADDITION TO THE
REGULAR CHARGES, AN EXTRA $20.00 RECORDING FEE, UNLESS A DOCUMENT EVIDENCING A CHANGE OF
OWNERSHIP IS ACCOMPANIED BY A PRELIMINARY CHANGE OF OWNERSHIP REPORT. IN LIEU OF SAID
REPORT, SIGNED BY THE TRANSFEREE, THE RECORDER WILL ACCEPT AN AFFIDAVIT THAT THE TRANSFEREE
IS NOT A RESIDENT OF CALIFORNIA. TITLE BILLINGS WILL BE ADJUSTED TO REFLECT SUCH ADDITIONAL FEES
WHEN APPLICABLE.
IRS FORM 1099
BEFORE THE TRANSACTION CONTEMPLATED BY THIS REPORT CAN BE CLOSED, THE SELLER/BORROWER
MUST FURNISH A TAXPAYER IDENTIFICATION NUMBER TO US SO THAT WE CAN FILE AN IRS FORM 1099,OR ITS
EQUIVALENT, WITH THE INTERNAL REVENUE SERVICE. THIS PROCEDURE IS REQUIRED BY SECTION 6045 OF
THE INTERNAL REVENUE SERVICE.
NOTICE OF A WITHHOLDING REQUIREMENT
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/o of the
sales rice In the case of disposition of California real roe interest "Real Property") b either: 1 a seller who
P P property rtY ( P rtY ) Y )
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
B in the time required b law. Buyer is not required to withhold an amount and will not be
transmit the funds to FT e q y y q y
I r failure to withhold if: a the sale rice of the Real Property does not exceed 100 000; b the
subject to era fo
j penalty ) p p rtY $ � � )
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 j
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.
i
Page 7
Order No.: 56007-54170967-SKT
OFFICE OF COUNTY ASSESSOR - SANTA CCAG-'COUNTY, CALIFORNIA
TWP TS -R 2 W 35L 1
rY:G7 I B
I5Ar4 TOTAL —• y
AZ.
BK
i3 Q MIDPENINSU''-A REGIONAL i 366
OPEN SPACE DISTRICT _O
W.R. /T q
23 17 22 19 _C
11 i 12(wCerJ 2 Y 1
eaoar
29
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fp AC 1 Ipp AG. rplM ]] i0),.,p rip
0
9e-93 AC. IM1MAa t _ 4 i .
♦e
[ S _ a E . STEVENS CREEK
,D[w, 3O 4Nr4 '•'+ z„ F Iuar Ac.
26 i 2/ I nwu Ct+o '•'i'L{`--� - COUNTY PARK
COJ4O•GJ 2 0
(fl I I I[rA il.a
CD _
24 ~rr s
MIDPENINSULA or Nii>'.w 'd'JO,neTrencp,.p.
CID 1 REGIONAL ppPEN MIDPENINSULA REG10NAL
iSPACE DISTRICT,]a� OPEN SPACE DIST. t
I 61.067 AC, r•La• W•w COUNTY.. MT C. R J
f:::::: xrDl.la OF b•t
95.53 AC. I +OdAp i .pu4. 1DOmAa1 M I -
27 OWNER- LIFE �/ 1� kl IwdA l 28 oy BK
ESTATE SANTA
i(COUNTY
SANTA CL ARAI;:MIDPENINSULA
REGIONAL OPEN CLAR A
r �* '
arn, -J SPACE DISTRICT
------------- i .
_ - - - u
2 SANTA CLARA CO, / x7[-II K.
'. L sv"e STEVENS CREEK
•iseorep �ivvrr 4�+�� COUNTY PARK
r• lsioo ] 32r ", y TWP 7s- 2 W
x•Aa ] SS 3�- ! Sa
x-migm
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TWP OS -R 2 W••lIFOOp
BK
O 503
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"The Informadon on this plat Is provided for your convenience as a guide to the general location of the subject property.
The accuracy of this plat Is not guaranteed,nor Is It a part of any policy,report or guarantee to which It may be attached."
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