HomeMy Public PortalAboutResolution - 05-17- 20050622 - Grant Application Forde i
RESOLUTION NO. 05-17
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
APPROVING AN AMENDMENT TO THE APPLICATION FOR
GRANT FUNDS FOR THE LOCAL AGENCY GRANT PROGRAM -
FISCAL YEAR 1998-1999 UNDER THE HABITAT
CONSERVATION FUND PROGRAM OF THE CALIFORNIA
WILDLIFE PROTECTION ACT OF 1990 FOR THE FOLLOWING
PROJECT: LOBITOS CREEK HEADWATERS ADDITION
(PENINSULA OPEN SPACE TRUST PROPERTY ACQUISITION)
WHEREAS,the people of the State of California have enacted the California Wildlife Protection
Act of 1990, which provides funds to the State of California for grants to local agencies to acquire and/or
develop facilities for public recreational and fish and wildlife habitat protection purposes; and
WHEREAS, the State Department of Parks and Recreation has been delegated the responsibility
for the administration of a portion of the program within the State, setting up necessary procedures
governing application by local agencies under the program; and
WHEREAS, said procedures established by the State Department of Parks and Recreation require
the applicant to certify by resolution the approval of application before submission of said application to
the State; and
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WHEREAS, said application contains assurance that the applicant must comply with; and
WHEREAS, the applicant will enter into an agreement with the State of California for acquisition
or development of the project;
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby:
I. Approves the filing of an amendment to substitute the Peninsula Open Space Trust Property
Acquisition in the application for the Habitat Conservation Fund Grant Program under the
California Wildlife Protection Act of 1990 State grant assistance for the Lobitos Creek
Headwaters addition (Peery Property Acquisition)submitted by the District and dated
October 1, 1998; and
2. Certifies that said applicant understands the assurances and certification in the application form;
and
3. Certifies that said applicant has or will have available prior to commencement of any work on the
project included in this application, the required match; and will have sufficient funds to operate
and maintain the project; and
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4. Appoints the General Manager as agent of the District to conduct all negotiations,execute and
submit all documents, including, but not limited to applications, agreements, amendments,
payment requests and so on, which may be necessary for the completion of the aforementioned
project.
RESOLUTION NO. 05-17
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on June 22, 2005, at a Regular Meeting thereof, by the following vote:
AYES: J. Cyr, N. Hanko, M. Davey, D. Little, K. Nitz, P. Siemens
NOES: None
ABSTAIN: None
ABSENT: L. Hassett
ATTEST: APPROVED:
ecretary sident
Board of Directors oard 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.
Distr' e r k
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LICENSE AND MANAGEMENT AGREEMENT
THIS LICENSE AND MANAGEMENT AGREEMENT ("License"), dated as of
July 26, 2001f, is by and between the PENINSULA OPEN SPACE TRUST, a California non-
profit public benefit Corporation ("POST"), and MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT, a Public District formed pursuant to Section 3 of Chapter 3 of Division 5 of the
California Public Resources Code ("District").
RECITALS
A. POST is the owner of a certain parcel of real property ("Property"), located within the
unincorporated area of the County of San Mateo, State of California and is more particularly
described in Exhibit "A", attached hereto and incorporated herein by this reference.
B. The Property is adjacent to District land, and District and POST entered into a Purchase
Agreement dated April 6, 2005 to purchase the Property. ("Purchase Agreement"). At this time,
and pending close of escrow, POST desires that District license and manage the Property for the
benefit of POST. In return for such services, District will receive the benefit of the ability to use
the Property for purposes consistent with its mission.
C. POST is willing to license the Property to District, and District desires to license the
Property from POST, upon the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration,the receipt and sufficiency of
which are hereby acknowledged, POST and District(collectively, the "Parties") hereby agree as
follows:
1. License. For and in consideration of the mutual covenants and agreements by the Parties
contained in this License, POST does hereby license to District, and District does hereby license
from POST, all of the Property.
2. License Term. District shall license the Property for a term of one year commencing on
the Effective Date hereof and ending one (1) year from the Effective Date (the "License Term")
unless the term is extended or terminated earlier by mutual written agreement of the parties. The
License Tenn will also terminate upon close of escrow of the Purchase Agreement. As used
herein, the term "Effective Date" shall be the date on which this License is executed by the
District's General Manager.
3. Consideration. POST and District agree that the consideration for the District's
performance of its covenants and agreements contained herein(including, without limitation,
those regarding indemnification, maintenance and operation of the Property) shall be the
District's rights and privileges to use the Property as set out in this License.
4. POST's Representations, Warranties and Covenants. POST represents, warrants and
covenants as follows:
4.1. Organization. POST is duly organized and validly existing under the laws of the
State of California.
4.2. Requisite Action. All requisite corporate action has been taken by POST in
connection with POST's execution of this License, and has been taken or will be taken in
connection with the agreements, instruments or other documents to be executed by POST
pursuant to this License.
4.3. Title. To POST's knowledge, POST owns fee simple title to the Property and is
contractually obligated by the Purchase Agreement to convey fee title to District.
5. Management in Conformity with Preliminary Use and Management Plan. During the
term of this License and any extension thereof, District agrees to manage the Property for the
purpose of open space preservation as part of the ecological, recreational and scenic resources of
the mid-peninsula area. District shall manage the Property in conformity with the Preliminary
Use and Management Plan for the Property as approved by District's Board of Directors on April
6, 2005.District shall be solely responsible for management, operation, control and site clean up
of the Property during the License Term, for the conditions thereof, and for all activities
conducted by District thereon. District may install gates and appropriate signing and fencing as
District determines is necessary and appropriate, and may undertake such other steps as District
deems necessary or appropriate for the proper and safe management of the Property.
6. Patrol. District will patrol and manage the Property in a manner consistent with adjacent
District holdings to ensure that the Property is kept in a safe and sanitary condition and that
deleterious or incompatible uses of the Property are discouraged. Should any trespass or other
unauthorized use or activity occur upon the Property, District may exercise its authority to
correct these matters including, where necessary, enforcing District regulations and ordinances
on the Property. The Property shall be deemed to be property under the operation, control and
management of District for purposes of Public Resource Code Sections 5558 and 5560.5 as a
District park, and shall be deemed to be "District Lands" as defined in District Ordinance
No. 04-1.
7. Use. District shall have the right to use and operate the Property for open space and
ecological purposes, environmental education, and limited recreational trail use by means of a
neighbor trail use permit. The Property will not be open to general public use..
8. Legal Responsibility and Indemnification.
8.1 District. Except as otherwise agreed herein, District shall hold POST harmless
from, and defend POST and its officers, directors, employees and agents against, any and all
claims or liabilities for injury or damage to any persons of property howsoever occurring
during the life of this License in, on, or about the Property, arising out of any condition of the
Property or of any act, neglect, fault or omission by the District with respect to District
responsibilities as set out in this License.
8.2 POST. POST agrees to indemnify, defend and hold harmless District and its
agents, officers, officials, and employees against any and all claims or liabilities for injury or
damage to persons or property arising out of or resulting from the negligent acts or fault of
POST, or its agents, employees, officers, or servants, in connection with the Property.
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8.3 Joint Responsibility. In the event of concurrent negligence, each party will bear
responsibility for its acts in proportion to its fault under the doctrine of comparative
negligence.
8.4 Insurance. During the License Term, the District shall maintain in full force and
effect a comprehensive general liability insurance policy applicable to the Property and the
District's activities under this License with limits of liability of at least Two Million Dollars
($2,000,000) aggregate combined single limit for bodily injury and property damage liability;
and One Million Dollars ($1,000,000) combined single limit per occurrence. The District
may satisfy the obligations set out in this Section by participation in a government self-
insurance risk pool authorized under state law, including but not limited to the California
Joint Powers Insurance Authority("CJPIA").
District shall cause the CJPIA or other applicable self-insurance risk pool to issue Evidence
of Coverage naming POST as a Protected Party under the CJPIA Memorandum of Coverage
effective July 1, 2006.
9. Compliance with Laws. District shall comply with any and all federal, state, and local
laws, statutes, codes, ordinances, regulations, rules, orders, permits, licenses, approvals and
requirements applicable to the use and occupancy of the Property by District and District shall
not commit and shall not knowingly permit others to commit waste upon the Property.
10. Maintenance and Utilities. During the License Term, District shall not use the Property
for any purpose except as expressly provided in this License. District shall promptly pay and/or
discharge any liens that may be recorded against the Property or District's License interest
therein resulting from any work performed or materials ordered by or on behalf of District.
During the License Term, District shall maintain and repair the Property in such manner as
reasonably necessary to preserve its existing character; provided, however, that District shall not
be obligated to make any material capital improvements to the Property.
11. Assignment. District may not assign this License to any other party without the prior
written consent of POST, which consent shall not be unreasonably withheld or delayed with
respect to an assignment to a party that expressly assumes in writing all of District's obligations
and liabilities hereunder. In the event of an assignment, District shall remain liable for the
performance of all of District's obligations under this License, except if and to the extent such
obligations are released in writing by POST.
12. Miscellaneous Provisions.
12.1 Invalidity. If any term or provision of this License or the application to any
person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
License, or the application of such term or provision to persons whose circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected.
122 Successors and Assigns. Subject to the limitations set forth above, the terms,
conditions and covenants of this License shall be binding upon and shall inure to the benefit
of each of the Parties, their heirs, personal representatives, successors or assigns, and shall
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run with the land.
12.3 Extension of License Term. The Term of this License may be extended for a
period not exceeding one (1) year upon the mutual written agreement of POST and District.
The District's General Manager shall have the authority to consent to and execute any such
Tenn extension.
12.4 Writing. No waivers, amendments, License Term extension, alterations or
modifications of this License, or any agreements in connection with this License, shall be
valid unless in writing and duly executed by both POST and District or their respective
successors-in-interest.
12.5 Construction. The captions appearing in this License are inserted only as a matter
of convenience and in no way define, limit, construe or describe the scope or intent of such
sections of this License or in any way affect this License. Any gender used shall be deemed
to refer to any other gender more grammatically applicable to the party to whom such use of
gender relates. The use of singular shall be deemed to include the plural and, conversely, the
plural shall be deemed to include the singular.
12.6 Notices. Any notice, demand, or request required hereunder shall be given in
writing at the addresses set forth below by any of the following means: (a) personal service;
(b) telephonic facsimile transmission; (c)nationally recognized overnight commercial mail
service; or (d) registered or certified, first class U.S. mail, return receipt requested.
If intended for District, addressed as follows:
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Attn: L. Craig Britton, General Manager
TEL: (650) 691-1200
FAX: (650) 691-0485
If intended for POST, addressed as follows:
Peninsula Open Space Trust
3 000 Sand Hill Road, 1-15 5
Menlo Park, CA 94025
Attn: Audrey C. Rust, President
TEL: (650) 854-7696
FAX: (650) 854-7703
Such addresses may be changed by notice to the other party given in the same manner as
above provided. Any notice, demand or request sent pursuant to either clause (a)or(b),
above, shall be deemed received upon such personal service or upon dispatch by electronic
means (provided, however, that a dispatch by facsimile transmission that occurs on any day
other than a business day or after 5:00 p.m. Pacific time shall not be deemed received until
9:00 a.m. Pacific time on the next business day). Any notice, demand, or request sent
pursuant to clause (c), above, shall be deemed received on the business day immediately
following deposit with the commercial mail service and, if sent pursuant to clause (d), above,
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shall be deemed received forty-eight(48) hours following deposit in the U.S. mail.
12.7 Authority, t n The parties executing this License on behalf of POST and
District represent that they have authority and power to sign this License on behalf of POST
and District, respectively.
12.8 Conflict of Laws. This License shall be governed by and construed pursuant to
the laws of the State of California.
12.9 Attorneys' Fees. If either party should bring suit or seek arbitration under this
License, because of the breach of any provision of this License, then all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party therein shall be paid by
the other party, which obligation on the part of the other party shall be deemed to have
accrued on the date of the commencement of such action or arbitration and shall be
enforceable whether or not the action is prosecuted to judgment.
12.10 Waiver. The waiver by either party of any breach of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant or condition herein contained, nor shall any custom or
practice that may arise between the Parties in the administration of the terms hereof be
deemed a waiver of, or in any way affect, the right of POST or District to insist upon the
performance by District or POST in accordance with said terms.
12.11 Time. Time is of the essence with respect to the performance of every provision
of this License in which time of performance is a factor.
12.12 Prior Agreements. Except for the Purchase Agreement, this License contains all
of the agreements of the Parties with respect to any matter covered or mentioned in this
License, and, except for the Purchase Agreement, no prior agreement or understanding
pertaining to any such matter shall be effective for any purpose.
12.13 Severability. Any provision of this License that shall prove to be invalid, void or
illegal in no way affects, impairs or invalidates any other provisions hereof, and all other
provisions shall remain in full force and effect.
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POST AND DISTRICT, by their execution below, indicate their consent to the terms of
this License and Management Agreement.
For POST:
PENINSULA OPEN SPACE TRUST,
a California no-profit public benefit corporation
By:
Audrey C. s , President
Date:
For DISTRICT:
MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT
APPROV16 AND A CEPTED:
By:
L. Craig Britton, Genera anager
Date:
APPROVED AS TO F
By:
Susan M. Schectman, General Counsel
ATTEST:
By-
Sally elfoldt, Distri erk
Date: �7 �:) 2 D 6
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EXHIBIT A
The land referred to is situated in the unincorporated area of the County of San Mateo, State of
California, and is described as follows:
PARCEL ONE:
Parcel A, as delineated upon that certain Map entitled "PARCEL MAP BEING A RESUBDIVISION
OF LANDS OF WELLS FARGC) BANK, NATIONAL ASSOCIATION, SITUATED IN THE RANCHO
CANADA VERDE Y ARROYO DE LA PURISIMA AND DESCRIBED IN THE DEED RECORDED IN
VOLUME 6490 OF OFFICIAL RECORDS OF SAN MATEO COUNTY AT PAGE 179, SAN MATED
COUNTY,CALIFORNIA", filed for record in the Office of the Recorder of the County of San
Mateo, State of California, on July 18th, 1974 in Book 25 of Maps, at Pages 16 and 17.
EXCEPTING THEREFROM so much as lies outside of the lands described in decree Quieting
Tide issued out of the Superior Court of the State of California in and for the County of San
Mateo filed June 12, 1964 No. 106568 in action entitled Elizabeth Greer' Plaintiff vs. Pellegrino
Benedetti, et al, Defendants, dated June 12, 1964, a certified copy of which was recorded June
12, 1964 in Book 4730 of Official Records at Page 449, (File No. 31640-X), Records of San
Mateo County, California.
PARCEL TWO:
A non-exclusive easement for ingress and egress and roadway purposes over that portion of
Parcels A, B, and C as shown on that certain Parcel Map filed Feburary 25, 1975 in Volume 27
of Parcel Maps at Pages 24 and 25, Records of San Mateo County California, lying within the
boundaries of that certain 60 foot wide strip of land designated as "CENTERLINE 60' ROADWAY
EASEMENT(6653 O.R. 498) -ALSO CENTERLINE OF "LUMBER ROAD" REFERRED TO IN 4529
O.R. 170" on the aforesaid Parcel Map (Vol 27 of Parcel Maps at pages 24 and 25).
PARCEL THREE:
A non-exclusive easement for private waterline and private utilities purposes over a portion Of
Parcel C as shown on that certain Parcel Map filed on February 25, 1975 in Volume 27 of Parcel
Maps at pages 24 and 25, Records of San Mateo County, California, over a strip of land 30 feet
wide lying adjacent to and Westerly of courses 330 and 331, and adjacent to and Southwesterly
of course 92, as said courses are shown on said Parcel Map.
Excepting therefrom that portion lying Easterly of the Easterly line of Tunitas Creek Road, a
county road 60 feet wide, as said road is shown on said Map.
Also excepting therefrom that portion lying Within said Tunitas Creek Road and within Lobitos
Creek Road, a county road 60 feet wide, as last said road is shown on said Map.
PARCEL FOUR:
A non-exclusive easement for private waterline and private utilities purposes over a strip of land
30 feet wide lying adjacent to and Westerly of the following described line:
COMMENCING at the most Easterly corner of Parcel C, as shown on that certain Parcel Map
filed on February 25' 1975 in Volume 27 of Parcel Maps at Pages 24 and 25, Records of San
Mateo County, California, being also the Easterly terminus of course 92 shown on said map;
thence along the boundry of said Parcel C, North 460 00' 11" West 46.58 feet to the Easterly
line of Tunitas Creek Road, a County Road 60 feet wide, as said road is shown on said Map;
thence along said Easterly road line, South 410 52' 40" West 30.02 feet to a line that i� parallel
with said distant 30 feet Southwesterly from said Course 92; thence along said parallel line
North 461 00' 11" West 513.00 feet to the true point of beginning; thence from said true point
of beginning, South 70' 00' 00"West 118.64 feet; thence South 210 06' 30"West 926.48 ft4t
to the Northerly terminus of course 182 in the centerline of Lobitos Creek Road, a County Road
60 feet Wide, as said course and road are shown on said Map.
Excepting therefrom that portion lying within said Lobltos Creek Road.
PARCEL FIVE:
A non-exclusive easement for well site purposes lying in, on, under, over and along a portion of
Parcel C as said Parcel is shown on that ceratin Parcel Map filed on Feburary 25, 1975 in
Volume 27 of Parcel Maps at pages 24 and 25, Records of San Mateo County, California, said
easement being, more particularly described as follows:
BEGINNING at the most Easterly comer of said Parcel C at the Easterly terminus of course 92
as shown on said map; thence from said point of beginning along the Easterly boundary of said
Parcel C, South 39*38' 09"West 126.77 feet to an angle point in said boundary; thence leaving
said boundary North 50* 21' 51"West 33.58 feet to the Easterly line of Tunitas Creek Road, a
county road 60 feet wide, as said road is shown on said map; thence along the Easterly line of
said road, North 161 53' 37" East 52.50 feet; thence North 410 52' 40"East 91.18 feet to the
Northeasterly boundary of said Parcel C; thence leaving said road line and along the said
Northeasterly boundary of said Parcel C South 46* 00' 11"East 46.58 feet to the point of
beginning.
Easements described in Parcels Two, Three, Four, and Five were created by Deed recorded in
March 21, 1975 under File No. 31763-AI (Book 6804 of Official Records at Page 2711), Records
of San Mateo County, California.
APN: 066-240-020
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LICENSE AND MANAGEMENT AGREEMENT
THIS LICENSE AND MANAGEMENT AGREEMENT("License"), dated as of
June 22, 2005, is by and between the PENINSULA OPEN SPACE TRUST, a California non-
profit public benefit Corporation("POST"), and MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT, a Public District formed pursuant to Section 3 of Chapter 3 of Division 5 of the
California Public Resources Code("District").
RECITALS
A. POST is the owner of a certain parcel of real property ("Property"), located within the
unincorporated area of the County of San Mateo, State of California and is more particularly
described in Exhibit "A", attached hereto and incorporated herein by this reference.
B. The Property is adjacent to District land, and District and POST entered into a Purchase
Agreement dated April 6, 2005 to purchase the Property. ("Purchase Agreement"). At this time,
and pending close of escrow, POST desires that District license and manage the Property for the
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benefit of POST. In return for such services, District will receive the benefit of the ability to use
the Property for purposes consistent with its mission.
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C. POST is willing to license the Property to District, and District desires to license the
Property from POST,upon the terms and conditions set forth below.
AGREEMENT
he receipt and sufficient of
consideration t
NOW, THEREFORE, for good and valuable p y
which are hereby acknowledged, POST and District(collectively, the "Parties")hereby agree as
follows:
1. License. For and in consideration of the mutual covenants and agreements by the Parties
contained in this License, POST does hereby license to District, and District does hereby license
from POST, all of the Property.
2. License Term. District shall license the Property for a term of one year commencing on
the Effective Date hereof and ending one(1)year from the Effective Date (the "License Term")
unless the term is terminated earlier by mutual written agreement of the parties. The License
Term will also terminate upon close of escrow of the Purchase Agreement. As used herein, the
term "Effective Date" shall be the date on which this License is executed by the District's
General Manager.
3. Consideration. POST and District agree that the consideration for the District's
performance of its covenants and agreements contained herein (including, without limitation,
those regarding indemnification, maintenance and operation of the Property) shall be the
District's rights and privileges to use the Property as set out in this License.
4. POST's Representations Warranties and Covenants. POST represents, warrants and
covenants as follows:
4.1. Organization. POST is duly organized and validly existing under the laws of the
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State of California.
4.2. Requisite Action. All requisite corporate action has been taken by POST in
connection with POST's execution of this License, and has been taken or will be taken in
connection with the agreements, instruments or other documents to be executed by POST
pursuant to this License.
4.3. Title. To POST's knowledge, POST owns fee simple title to the Property and is
contractually obligated by the Purchase Agreement to convey fee title to District.
5. Management in Conformity with Preliminary Use and Management Plan. During the
term of this License and any extension thereof, District agrees to manage the Property for the
purpose of open space preservation as part of the ecological, recreational and scenic resources of
the mid-peninsula area. District shall manage the Property in conformity with the Preliminary
Use and Management Plan for the Property as approved by District's Board of Directors on April
6, 2005.District shall be solely responsible for management, operation, control and site clean up
of the Property during the License Term, for the conditions thereof, and for all activities
conducted by District thereon. District may install gates and appropriate signing and fencing as
District determines is necessary and appropriate, and may undertake such other steps as District
deems necessary or appropriate for the proper and safe management of the Property.
6. Patrol. District will patrol and manage the Property in a manner consistent with adjacent
District holdings to ensure that the Property is kept in a safe and sanitary condition and that
deleterious or incompatible uses of the Property are discouraged. Should any trespass or other
unauthorized use or activity occur upon the Property, District may exercise its authority to
correct these matters including, where necessary, enforcing District regulations and ordinances
on the Property. The Property shall be deemed to be property under the operation, control and
management of District for purposes of Public Resource Code Sections 5558 and 5560.5 as a
District park, and shall be deemed to be "District Lands" as defined in District Ordinance
No. 04-1.
7. Use. District shall have the right to use and operate the Property for open space and
ecological purposes, environmental education, and limited recreational trail use by means of a
neighbor trail use permit. The Property will not be open to general public use..
8. Legal Responsibility and Indemnification.
8.1 District., Except as otherwise agreed herein, District shall hold POST harmless
from, and defend POST and its officers, directors, employees and agents against, any and all
claims or liabilities for injury or damage to any persons of property howsoever occurring
during the life of this License in, on, or about the Property, arising out of any condition of the
Property or of any act, neglect, fault or omission by the District with respect to District
responsibilities as set out in this License.
8.2 POST. POST agrees to indemnify, defend and hold harmless District and its
agents, officers, officials, and employees against any and all claims or liabilities for injury or
damage to persons or property arising out of or resulting from the negligent acts or fault of
POST, or its agents, employees, officers, or servants, in connection with the Property.
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8.3 Joint Responsibility. In the event of concurrent negligence, each party will bear
responsibility for its acts in proportion to its fault under the doctrine of comparative
negligence.
8.4 Insurance. During the License Term, the District shall maintain in full force and
effect a comprehensive general liability insurance policy applicable to the Property and the
District's activities under this License with limits of liability of at least Two Million Dollars
($2,000,000) aggregate combined single limit for bodily injury and property damage liability;
and One Million Dollars ($1,000,000) combined single limit per occurrence. The District
may satisfy the obligations set out in this Section by participation in a government self-
insurance risk pool authorized under state law, including but not limited to the California
Joint Powers Insurance Authority("CJPIA").
District shall cause the CJPIA or other applicable self-insurance risk pool to issue Evidence
of Coverage naming POST as a Protected Party under the CJPIA Memorandum of Coverage
effective June 23, ZOOS.
9. Compliance with Laws. District shall comply with any and all federal, state, and local
laws, statutes, codes, ordinances,regulations, rules, orders, permits, licenses, approvals and
requirements applicable to the use and occupancy of the Property by District and District shall
not commit and shall not knowingly permit others to commit waste upon the Property.
10. Maintenance and Utilities. During the License Term, District shall not use the Property
for any purpose except as expressly provided in this License. District shall promptly pay and/or
discharge any liens that may be recorded against the Property or District's License interest
therein resulting from any work performed or materials ordered by or on behalf of District.
During the License Term, District shall maintain and repair the Property in such manner as
reasonably necessary to preserve its existing character;provided,however, that District shall not
be an obligated to make material capital improvements to the Property.
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11. Assignment. District may not assign this License to any other party without the prior
written consent of POST, which consent shall not be unreasonably withheld or delayed with
respect to an assignment to a party that expressly assumes in writing all of District's obligations
and liabilities hereunder. In the event of an assignment, District shall remain liable for the
performance of all of District's obligations under this License, except if and to the extent such
obligations are released in writing by POST.
12. Miscellaneous Provisions.
12.1 Invaliditv. If any term or provision of this License or the application to any
person or circumstance shall,to any extent, be invalid or unenforceable, the remainder of this
License, or the application of such term or provision to persons whose circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected.
12.2 Successors and Assi nos. Subject to the limitations set forth above, the terms,
conditions and covenants of this License shall be binding upon and shall inure to the benefit
of each of the Parties, their heirs, personal representatives, successors or assigns, and shall
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run with the land.
12.3 Writing. No waivers, amendments, License Tenn extension alterations or
modifications of this License, or any agreements in connection with this License, shall be
valid unless in writing and duly executed by both POST and District or their respective
successors-in-interest.
12.4 Construction. The captions appearing in this License are inserted only as a matter
of convenience and in no way define, limit, construe or describe the scope or intent of such
sections of this License or in any way affect this License. Any gender used shall be deemed
to refer to any other gender more grammatically applicable to the party to whom such use of
gender relates. The use of singular shall be deemed to include the plural and, conversely,the
plural shall be deemed to include the singular.
12.5 Notices. Any notice, demand, or request required hereunder shall be given in
writing at the addresses set forth below by any of the following means: (a)personal service;
(b) telephonic facsimile transmission; (c) nationally recognized overnight commercial mail
service; or(d) registered or certified, first class U.S. mail, return receipt requested.
If intended for District, addressed as follows:
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Attn: L. Craig Britton, General Manager
TEL: (650) 691-1200
FAX: (650) 691-0485
If intended for POST, addressed as follows:
Peninsula Open Space Trust
3000 Sand Hill Road, 1-155
Menlo Park, CA 94025
Attn: Audrey C. Rust, President
TEL: (650) 854-7696
FAX: (650) 854-7703
Such addresses may be changed by notice to the other party given in the same manner as
above provided. Any notice, demand or request sent pursuant to either clause(a) or(b),
above, shall be deemed received upon such personal service or upon dispatch by electronic
means (provided, however, that a dispatch by facsimile transmission that occurs on any day
other than a business day or after 5:00 p.m. Pacific time shall not be deemed received until
9:00 a.m. Pacific time on the next business day). Any notice, demand, or request sent
pursuant to clause (c), above, shall be deemed received on the business day immediately
following deposit with the commercial mail service and, if sent pursuant to clause (d), above,
shall be deemed received forty-eight(48) hours following deposit in the U.S. mail.
12.6 Authorijy to Sign. The parties executing this License on behalf of POST and
District represent that they have authority and power to sign this License on behalf of POST
and District, respectively.
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12.7 Conflict of Laws. This License shall be governed by and construed pursuant to
the laws of the State of California.
12.8 Attorneys' Fees. If either party should bring suit or seek arbitration under this
License,because of the breach of any provision of this License, then all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party therein shall be paid by
the other party, which obligation on the part of the other party shall be deemed to have
accrued on the date of the commencement of such action or arbitration and shall be
enforceable whether or not the action is prosecuted to judgment.
12.9 Waiver. The waiver by either party of any breach of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant or condition herein contained, nor shall any custom or
practice that may arise between the Parties in the administration of the terms hereof be
deemed a waiver of, or in any way affect, the right of POST or District to insist upon the
performance by District or POST in accordance with said terms.
12.10 Time. Time is of the essence with respect to the performance of every provision
of this License in which time of performance is a factor.
12.11 Prior Agreements. Except for the Purchase Agreement, this License contains all
of the agreements of the Parties with respect to any matter covered or mentioned in this
License, and, except for the Purchase Agreement, no prior agreement or understanding
pertaining to any such matter shall be effective for any purpose.
12.12 Severability. Any provision of this License that shall prove to be invalid, void or
illegal in no way affects, impairs or invalidates any other provisions hereof, and all other
provisions shall remain in full force and effect.
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POST and District, by their execution below, indicate their consent to the terms of this
License and Management Agreement.
For POST:
PENINSULA OPEN SPACE TRUST,
a California no-profit public benefit corporation
By:
Audrey C. R , President
Date:
For District:
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
APPROVE AND AC PTED:
By:
L. Craig Britton, General Manager
i
Date: S
APPROVED AS TO FORM:
By: CS?rW��x OC 1�C� 1
Susan M. Schectman, General Counsel
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ATTEST:
By:
Sall lfoldt, Dis c lerk
Date: � � �
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EXHIBIT A
The land referred to is situated in the unincorporated area of the County of San Mateo, State of
California, and is described as follows:
PARCEL ONE:
Parcel A, as delineated upon that certain Map entitled "PARCEL MAP BEING A RESUBDMSION
OF LANDS OF WELLS FARGO BANK, NATIONAL ASSOCIATION, SITUATED IN THE RANCHO
CANADA VERDE Y ARROYO DE LA PURISIMA AND DESCRIBED IN THE DEED RECORDED IN
VOLUME 6490 OF OFFICIAL RECORDS OF SAN MATEO COUNTY AT PAGE 179, SAN MATEO
COUNTY, CALIFORNIA", filed for record in the Office of the Recorder of the County of San
Mateo, State of California, on July 18th, 1974 in Book 25 of Maps, at Pages 16 and 17.
EXCEPTING THEREFROM so much as lies outside of the lands described in decree Quieting
Title issued out of the Superior Court of the State of California in and for the County of San
Mateo filed June 12, 1964 No. 106568 in action entitled Elizabeth Greer, Plaintiff vs. Pellegrino
Benedetti, et al, Defendants, dated June 12, 1964, a certified copy of which was recorded June
12, 1964 in Book 4730 of Official Records at Page 449, (File No. 31640-X), Records of San
Mateo County, California.
PARCEL TWO:
A non-exclusive easement for ingress and egress and roadway purposes over that portion of
Parcels A, B, and C as shown on that certain Parcel Map filed Feburary 25, 1975 in Volume 27
of Parcel Maps at Pages 24 and 25, Records of San Mateo County California, lying within the
boundaries of that certain 60 foot wide strip of land designated as "CENTERLINE 60' ROADWAY
EASEMENT(6653 O.R. 498) -ALSO CENTERLINE OF "LUMBER ROAD" REFERRED TO IN 4529
O.R. 170' on the aforesaid Parcel Map(Vol 27 of Parcel Maps at pages 24 and 25).
PARCEL THREE:
A non-exclusive easement for private waterline and private utilities purposes over a portion of
Parcel C as shown on that certain Parcel Map filed on February 25, 1975 in Volume 27 of Parcel
Maps at pages 24 and 25, Records of San Mateo County, California, over a strip of land 30 feet
Wide lying adjacent to and Westerly of courses 330 and 331,
and adjacent to and Southwesterly
of course 92, as said courses are shown on said Parcel Map.
Excepting therefrom that portion lying Easterly of the Easterly line of Tunitas Creek Road, a
county road 60 feet wide, as said road is shown on said Map.
Also excepting therefrom that portion lying within said Tunitas Creek Road and within Lobitos
Creek Road, a county road 60 feet wide, as last said road is shown on said Map.
PARCEL FOUR:
A non-exclusive easement for private waterline and private utilities purposes over a strip of land
30 feet wide lying adjacent to and Westerly of the following described line:
COMMENCING at the most Easterly corner of Parcel C, as shown on that certain Parcel Map
filed on February 25' 1975 in Volume 27 of Parcel Maps at Pages 24 and 25, Records of San
Mateo County, California, being also the Easterly terminus of course 92 shown on said,map;
thence along the boundry of said Parcel C, North 460 00' 11" West 46.58 feet to the Easterly
line of Tunitas Creek Road, a County Road 60 feet wide, as said road is shown on said Map;
thence along said Easterly road line, South 410 52' 40" West 30.02 feet to a line that i� parallel
with said distant 30 feet Southwesterly from said Course 92; thence along said parallel line
North 460 00' 11" West 513.00 feet to the true point of beginning; thence from said true point
of beginning, South 700 00' 00"West 118.64 feet; thence South 210 06' 30"West 926.48 feet
to the Northerly terminus of course 182 in the centerline of Lobitos Creek Road, a County Road
60 feet wide, as said course and road are shown on said Map.
Excepting therefrom that portion lying within said Lobitos Creek Road.
PARCEL FIVE:
A non-exclusive easement for well site purposes lying in, on, under, over and along a portion of
Parcel C as said Parcel is shown on that ceratin Parcel Map filed on Feburary 25, 1975 in
Volume 27 of Parcel Maps at pages 24 and 25, Records of San Mateo County, California, said
easement being, more particularly described as follows:
BEGINNING at the most Easterly comer of said Parcel C at the Easterly terminus of course 92
as shown on said map; thence from said point of beginning along the Easterly boundary of said
Parcel C, South 390 38' 09"West 126.77 feet to an angle point in said boundary; thence leaving
said boundary North 50' 21' 51"West 33.58 feet to the Easterly line of Tunitas Creek Road, a
county road 60 feet wide, as said road is shown on said map; thence along the Easterly line of
said road, North 160 53' 37" East 52.50 feet; thence North 410 52' 40"East 91.18 feet to the
Northeasterly boundary of said Parcel C; thence leaving said road line and along the said
Northeasterly boundary of said Parcel C South 460 00' 11"East 46.58 feet to the point of
beginning.
Easements described in Parcels Two, Three, Four, and Five were created by Deed recorded in
March 21, 1975 under File No. 31763-AI (Book 6804 of Official Records at Page 2711), Records
of San Mateo County, California.
APN: 066-240-020