HomeMy Public PortalAboutResolution - 05-19- 20050629 - Miramontes Purchase i
RESOLUTION 05-19
RESOLUTION OF THE BOARD OF DIRECTORS OF
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT,
AND GRANT DEED RESTRICTIONS, 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 (MILLS CREEK OPEN SPACE PRESERVE—
LANDS OF PENINSULA OPEN SPACE TRUST)
The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows:
Section One. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept
the offer contained in that certain Purchase Agreement between Peninsula Open Space Trust, a California
non-profit, public benefit corporation and Midpeninsula Regional Open Space District, a California public
agency, a copy of which is attached hereto and by reference made a part hereof, and authorizes the
President or appropriate officers to execute the Agreement on behalf of the District.
Section Two. The General Manager, President of the Board of Directors, or other appropriate officer is
authorized to execute a Certificate of Acceptance and Grant Deed Restriction, a copy of which is attached
hereto and by reference made in part hereof on behalf of the District.
Section Three. The General Manager of the District or the General Manager's designee shall cause to be
given appropriate notice of acceptance to the seller and to extend escrow if necessary. 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 $10,000 to cover the
cost of title insurance, escrow fees, site clean up, 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$2,050,000 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 purchase 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 purchase project expenditure.
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RESOLUTION No. 05-19
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on June 29, 2005, at a Special Meeting thereof, by the following vote:
AYES• J. Cyr, M. Davey, K. Nitz, D. Little
NOES: None
ABSTAIN: None
ABSENT: P. Siemens, L. Hassett, N. Hanko
ATTEST: APPROVED:
Secretary Preside �`t
Board of Directors Boa f 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.
Distrait erk
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LICENSE AND MANAGEMENT AGREEMENT
THIS LICENSE AND MANAGEMENT AGREEMENT("License"), dated as of
OP
EN SPACE
TRUST a Ca
lifornia non-
profit is b and between the PENINSULA ,
June 1, 24 y
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
Californiaan
d is more particularly
unincorporated area of the County of San Mateo, State of p y
herein b
described in Exhibit "A", attached hereto and incorporatedy this reference
.
B. The Property is adjacent to District land and POST desires to transfer the Property to the
District unde
r mutually agreeable eeable terms at some time in the future. Execution of this License
does not constitute a decision or commitment by the District to acquire the Property in the future.
At this time, 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:
l. License. For and in consideration of the mutual covenants and agreements by the Parties
license to District and District does hereby contained in this License, POST does hereby Y license
from POST, all of the Property.
2. License Term. District shall license the Property for a term of two years commencing on
the Effective Date hereof and ending two (2) years from the Effective Date (the "License Term")
unless the term is terminated earlier by mutual written agreement of the parties. As used herein,
the term "Effective Date" shall be the date on which this License is executed by the District's
General Manager.
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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. j
4. POST's Reresentations 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 knowledge,POST owns fee simple title to the Property.
5. Management. 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 be soley responsible
for management, operation and control of the Property during the License Tenn, 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
recreational purposes including, but not limited to, environmental education, occasional special
events, and docent-led hikes.
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.
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
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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 2, 2005.
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. Surrender of Property. Except as otherwise provided in this License, and subject to acts
of God,upon the expiration or earlier termination of the License Term, to the maximum extent
the same is reasonably within the control of District, District shall surrender the Property in
substantially the same condition as it was in upon the Effective Date, except for any changes to
such condition made or caused to be made by POST or any of POST's agents, lenders,
contractors, engineers, consultants, employees, subcontractors, licensees, invitees and
representatives.
11. 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.
12. 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.
13. Miscellaneous Provisions.
13.1 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
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than those as to which it is held invalid or unenforceable, shall not be affected.
13.2 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
run with the land.
13.3 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.
13.4 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.
13.5 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.
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13.6 Authority 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.
13.7 Conflict of Laws. This License shall be governed by and construed pursuant to
the laws of the State of California.
13.8 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.
13.9 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 be 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.
13.10 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.
13.11 Prior Agreements. This License contains all of the agreements of the Parties with
respect to any matter covered or mentioned in this License, and no prior agreement or
understanding pertaining to any such matter shall be effective for any purpose.
13.12 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. RuU, President
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Date:
For DISTRICT:
MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT
APPROVE AND ACCEPTED:
By:
L. ieneral
Date: 3/
APPROVED AS TO FORM:
By: -
Susan M. Schectman, General Counsel
ATTEST:
B
Sall ifoldt, D' lerk
Date: D
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EXHIBIT A
The land referred to in this policy is situated in the County of San Mateo in the unincorporated area,
State of California, and is described as follows:
PARCEL
ONE:
(Intentionally Omitted)
PARCEL TWO:
PARCEL 113" as set forth on that certain Approval of Lot Line Adjustment recorded
January 26th, 2001, Serial No. 2001-010508, San Mateo County Records, more
particularly described as:
Portions of Section 18, Township 7 South, Range 3 West, Mount Diablo Base and
Meridian, described as follows:
All that portion of the Southeast 1/4 of Section 18, lying North of the center
line of the main branch of Mindego Creek and East of the tributary known as
Rapley Creek, said tributary extending Northerly from Mindego Creek at a point
approximately 1000 feet East of the North South center line of said Section 18
and all that portion of the West 1/2 of the Northeast 1/4 of Section 18 lying
East of said tributary known as Rapley Creek, said tributary intersecting the
Northeast 1 4 of Section 18 at a point
he Nort
East line of said West 1/2 of t /
approximately 900 feet South of the North boundary of said Section. 18.
TOGETHER WITH the East 1/2 of the Northeast 1/4 of Section 18, the Southeast 1/4
of the Southeast 1/4 and the Northeast 1/4 of the Southeast 1/4 of Section 7 in
Township 7 South, Range 3 West, Mount Diablo Base and Meridian.
ALSO TOGETHER WITH a portion of said Section 7 in Township 7 South, Range 3
West, Mount Diablo Base and Meridian described as follows:
BEGINNING at the Northeast corner of the Southwest 1/4 of the Southeast 1/4 of
said Section; thence Northwesterly in a direct line to a point due South 10
chains from the center of said Section 7; thence due North along the North and
South center line of said Section 30 chains to the Northwest corner of the
Southwest 1/4 of the Northeast 1/4 of said Section; thence Southeasterly along
the line between the lands now or formerly of Rapley and lands now or formerly
Anderson, said line being marked in part by a fence upon the ground to the 1/4
section host on the East line of said Section 7; thence due West 20 chains to
the Southeast corner of the Southwest 1/4 of the Northeast 1/4 of said Section;
thence due South 20 chains to the point of beginning.
EXCEPTING THEREFROM all that land lying Northerly of the following described
line:
BEGINNING at a point where the center line of the existing roadway commonly
known as Rapley Road intersects the Northeasterly line of that certain 10 acre
parcel lying within the Northwest 1/4 of the Southeast 1/4 of Section 7,
Township 7 South, Range 3 West, Mount Diablo Base and Meridian conveyed from
Maurice N. Rapley to R.A. Isenberg et ux, by Deed dated March 24, 1941 and
I
CITA Standard Coverage•1990
PTGIS 1301C
Exhibit A
Page 2
recorded March 28, 1941, in Book 955 of Official Records at Page 16 (File No.
California; hence from said
t Sta
te of ,
16127-E) , records of San Mateo County, i
IIII in Northea
sterly along the centerline of said
point of beginning and running Y g
roadway 1030 feet more or less to a point hereinafter referred to as Point "A" ,
said Point "A" being a point which bears South 700 39' 32" West 83.59 feet and
o t along the center line of said road from a
West 129.20 fee
South 81 49 02 e g
point hereinafter referred to as Point "B" , said Point "B" being a point where a
27" diameter metal drainage pipe crosses said road and where said Point "B"
o ,t et from a 6" x 6" fence post purported to
bears North 17 51 05 West 1 826.8 feet
be the common Section Corner of Sections 7, 8, 17 and 18 in Township 7 South,
Range 3 west, Mount Diablo Base and Meridian, as said fence post is shown on
that map filed in the office of the County Recorder in Volume 26 of Parcel Maps
at Page 41, records of San Mateo County, State of California; thence from said
Point "A" continuing along said center line of said road North 810 49' 02" East
129.20 feet and North 700 39' 32" East 83.59 feet to said Point °B" , thence
leaving said center line South 120 00' 00" East 180.00 feet and South 620 00, j
00" East 600 feet more or less to a point in the Easterly line of the above
mentioned Section 7, said point being the terminus of the hereinabove described
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line.
FURTHER EXCEPTING THEREFROM portions of the Northwest 1/4 of the Southeast 1/4,
the Northeast 1/4
of the Southeas
t 1/4 and the Southeast 1/4 of the Southeast
1/4 of Section 7 in Township 7 South, Range 3 West, Mount Diablo Base and
Meridian, said portions being more particularly described as follows:
BEGINNING at a point where the center line of the existing roadway commonly
known as Rapley Road intersects the Northeasterly line of that certain 10 acre
parcel lying within the Northwest 1/4 of the Southeast 1/4 of Section 7,
Township 7 South, Range 3 West, Mount Diablo Base and Meridian conveyed from
Maurice N. Rapley to R.A. Isenberg et ux, by Deed dated March 24, 1941 and
recorded March 2B, 1941, in Book 955 of Official Records at Page 16 (File No.
16127-E) , records of San Mateo County, State of California; thence from said
point of beginning and running Northeasterly along the center line of said
roadway 1030 feet more or less to a point hereinafter referred to as Point "A" ,
said Point "A" being a point which bears South 700 39' 32" West 83.59 feet and
South el° 49' 02' West 129.20 feet along the center line of said road from a
point hereinafter referred to as Point "B", said Point "B" being a point where a
27" diameter metal drainage pipe crosses said road and where said Point "B"
bears North 170 51' 05" West 1826.8 feet from a 6" x 6" fence post purported to
be the common Section Corner of Sections 7, 8, 17 and 18 in Township 7 South,
Range 3 West, Mount Diablo Base and Meridian, as said fence post is shown on
that map filed in the office of the County Recorder in Volume 26 of Parcel Maps
at Page 41, Records of San Mateo County, State of California; thence leaving
said Point "A" South 220 11' 23" West 38.60 feet; thence South 480 07, 19" West
68.17 feet; thence South 120 44 ' 26" West 71.78 feet; thence South 170 52 , 43"
East 115.49 feet; thence South 110 00 ' 30" East 99.08 feet; thence South 00 36,
05" East 84.77 feet; thence South 140 07, 41" East 360.14 feet; thence South 440
16 , 08" East 248.96 feet; thence South 100 57' 17" East 129.06 feet to a point
from which a 21" Pine Tree bears South 850 19" East 41.2 feet; thence from said
point South 770 171 50" West 187.10 feet; thence North 650 02 ' 14" West 278.75
DLTA Standard Coverage-1990
FTG1S 1301C2
Exhibit A
Page 3
feet; thence North 860 00' sell West 340 feet more or less to the Westerly line
of the Southeast 1/4 of the Southeast 1/4 of Section 7 in Township 7 South,
Range 3 West, Mount Diablo base and meridian; thence along said Westerly line
North 650 feet more or less to the Northwest corner of said southeast 1/4 of the
Southeast 1/4 of said Section 7; thence along the Northeasterly line of the
hereinabove mentioned 10 acre parcel (955 O.R. 16) 400 feet more or less to the
point of beginning.
RESERVING THEREFROM those certain easements for A) Ingress, egress and public
utilities, and B) Underground power and telephone purposes, for the benefit of
Parcel 2 contained in the Lot Line Adjustment referred to above, which easements
are set out more fully in that certain Access Easement and Maintenance Agreement
dated July 9th, 2004, and recorded as Document No. 2004-142137, in the official
Records of the San Mateo County Recorder, State of California, on July 9th,
2004, which is incorporated herein by reference.
A.P.N. 078-210-370 J.P.N. 078-021-210-01 (ptn. )
080-320-170 080-032-320-03
-080-032-320-05
PARCEL THREE:
A non-exclusive easement for roadway purposes- over that certain 30 foot strip of
land commonly known as Rapley Road, and lying 15 feet on each side of the
following described centerline:
BEGINNING at a point on the Southwesterly line of the State Highway known as
Skyline Blvd. , said point being opposite Station 237-55.70 of the official
Survey thereof and running thence from said point of beginning along said center
line of Rapley Road 30 feet wide, the following courses and distances: South
250 461 West 66.69 feet; South 620 391 West 183 .23 feet; South 510 531 West
181.52 feet; South 410 411 West 147.71 feet; South 510 291 West 157.56 feet;
South 330 211 West 246 feet; South 500 041 West 47.30 feet; South 780 59, West
144.31 feet; South 670 421 West 96.80 feet; South 540 091 West 129.98 feet;
South 240 01 ' West 195.85 feet; South 450 221 West 70 feet, more or less, and to
the intersection thereof with a straight line drawn from the Easterly quarter
section corner of said Section 7 to the Northwest corner of the Southwest 1/4 of
the Northeast 1/4 of Section 7, said 30 foot strip being bounded on the
Northwest by the Southeasterly boundary of land conveyed from San Mateo County
Title Company, to Elizabeth Moody Williams and Rhona Williams by Deed dated and
recorded June 28, 1941 in Book 957 of official Records at Page 500 (File No.
24843-E) Records of San Mateo County, California, and bounded on the Southeast
by the Northwesterly boundary of lands conveyed from R.A. Isenberg and Gerda
Isenberg, his wife, to Joseph Galatine by Deed dated September 21, 1942 and
recorded September 26, 1942 in Book 1036 of official Records at Page 229, (File
No. 5460B-E) , Records of San Mateo County, California.
PARCEL FOUR:
OLTA Standard Coverage-1 99D
FT3 IS 1301 C2
Exhibit A
Page 4
A non-exclusive easement for ingress, egress and public utilities over a strip
of land having a uniform width of 50 feet and lying 25 feet on each side of the
following described center line:
BEGINNING at a point where the center line of the existing roadway commonly
known as Rapley Road intersects the Northeasterly line of that certain 10 acre
parcel lying within the Northwest 1/4 of the Southeast 1/4 of Section 7,
Township 7 South, Range 3 West, Mount Diablo Base and Meridian conveyed from
Maurice N. Rapley to R.A. Isenberg et ux, by Deed dated March 24, 1941 and
recorded March 2B, 1941, in Book 955 of Official Records at Page 16 (File No.
16127-E) , records of San Mateo County, State of Calfornia; thence from said
point of beginning and running Northeasterly along the center line of said
roadway to a point of intersection with a straight line drawn from the Easterly
1/4 section corner of said Section 7 to the Northwest corner of the Southwest
1/4 of the Northeast 1/4 of said Section 7, said point of intersection being the
terminus of the hereinabove described 50 foot easement.
EXCEPTING THEREFROM so much as lies within Parcel Two above.
CLT A Standard Coverage-1990
F,GIs 130102
PURCHASE AGREEMENT—BARGAIN SALE
This Agreement(hereinafter called"Agreement")is made and entered into by and
between PENINSULA OPEN SPACE TRUST, a California non-profit,public benefit corporation,
(hereinafter called"POST"),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,POST was organized as a non-profit,charitable corporation to solicit,receive
and hold gifts, legacies,devises and conveyances of real and personal property for public park,
conservation and open space purposes, all in a manner complementary to activities of District; and
WHEREAS,the property and assets of POST are irrevocably dedicated to said purposes
and no part of the property and assets of POST shall ever incur to the benefit of any individual;and
WHEREAS, POST is the owner of certain real property which has open space and
recreational value located within an unincorporated area of the County of San Mateo, and being more
particularly described within the body of this Agreement; and
WHEREAS,District was formed by voter initiative to solicit and receive conveyances of
real property by purchase,exchange,gift,or bargain purchase for preservation,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,aesthetic,and natural resources of the midpeninsula area;and
WHEREAS, POST out of desire to promote public welfare, and share the natural and
scenic beauty and enjoyment of their property with the citizens of the midpeninsula area,hereby agrees 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. POST agrees to sell to District and District agrees to purchase from
POST, POSTs real property located within an unincorporated area of the County of San Mateo, State of
California,containing approximately six hundred seventy five and seventy three hundredths(675.73)
acres,more or less, and commonly referred to as San Mateo County Assessor's Parcel Numbers 056-440-
010, 056-440-060,056-440-070, 056-450-020 and 067-310-140. Said real property is further described in
the Legal Description attached to Preliminary Report numbers 0360004063 and 0360004064 from Old
Republic Title Company dated December 24,2004. Copies of said Preliminary Reports are attached
hereto as Exhibit"A", and incorporated herein by this reference. Said property is to be conveyed together
with any easements,rights of way, or rights of use which may be appurtenant or attributable to the
aforesaid lands,and any and all improvements attached or affixed thereto. All of said real property and
appurtenances shall hereinafter be called the"Subject Property" or the"Property."
Purchase Agreement Page 2
2. Purchase Price. The total purchase price("Purchase Price")for the Property shall be Two
Million Fifty Thousand and No/100 Dollars($2,050,000.00),which shall be paid in cash at the"Closing"
as defined in Section 3 hereof
3. Escrow. Promptly upon execution of this Agreement,in accordance with Section 11
herein,an escrow shall be opened at Old Republic Title Company, 796 El Camino Real, San Carlos,CA
94070(650)591-6782(Escrow numbers 360004063 and 0360004064)or other title company acceptable
to District and POST(hereinafter"Escrow Holder")through which the purchase and sale of the Property
shall be consummated. A fully executed copy of this Agreement shall be deposited with Escrow Holder to
serve as escrow instructions to Escrow Holder provided that the parties shall execute such additional
supplementary or customary escrow instructions as Escrow Holder may reasonably require. This
Agreement may be amended or supplemented by explicit additional escrow instructions signed by the
parties,but the printed portion of such escrow instructions shall not supersede any inconsistent provisions
contained herein. Escrow Holder is hereby appointed and instructed to deliver,pursuant to the terms of
this Agreement,the documents and monies to be deposited into the escrow as herein provided,with the
following terms and conditions to apply to said escrow:
A. The time provided for in the escrow for the close thereof shall be on or before
August 31, 2005;provided however,that the parties may,by written agreement,extend the time for
Closing. The term "Closing" as used herein shall be deemed to be the date when Escrow Holder causes the
Grant Deed(as defined below)to be recorded in the Office of the County Recorder of San Mateo County.
B. POST 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. POST 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 Two
Million Forty-nine Thousand and No/100 Dollars($2,049,000.00)which is the balance of the Purchase
Price of Two Million Fifty Thousand and No/100 Dollars as specified in Section 2. The balance of$1,000
is paid into escrow in accordance with Section 11 of this Agreement.
E. District shall pay the escrow fees,the CLTA Standard Policy of Title Insurance,if
required by District,and all recording costs and fees. All other costs or expenses not otherwise provided
for in this Agreement shall be apportioned or allocated between District and POST in the manner
customary in San Mateo County. All current property taxes on the Property shall be pro-rated through
escrow between District and POST as of the Closing based upon the latest available tax information using
the customary escrow procedures.
F. POST shall cause Old Republic Title Company,or other title company acceptable
to District and POST,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$4,100,000.00 for the Property
showing title to the Property vested in fee simple in District, subject only to: (i)current real property taxes;
(ii)exception number 4 as listed in Preliminary Report No. 0360004063 dated December 24,2004 and
exceptions numbered 7 and 8 as listed in Preliminary Report No. 03 60004064 dated December 24,2004;
i
t , a
Purchase Agreement Page 3
and(iii)such additional title exceptions as may be approved in writing by District prior to the Closing as
determined by District in its sole and absolute discretion.
G. Escrow Holder shall,when all required funds and instruments have been
deposited into the escrow by the appropriate parties and when all other conditions to Closing have been
fulfilled,cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the
County Recorder of San Mateo County. Upon the Closing,Escrow Holder shall cause to be delivered to
District the original of the policy of title insurance required herein, and to POST Escrow Holder's check for
the full purchase price of the Subject Property(less POST's portion of the expenses described in Section
3.E.), and to District or POST,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. Covenant Regarding Recognition
of Significant Supporters. District shallpe
rmit POST to
reserve the right to specially recognize"Significant Supporters"(as such term is defined in and in
compliance with the criteria set out in District's"Policies for Site Naming and Gift Recognition"as are in
effect as of the date of this Agreement and as such may hereinafter be amended from time to time)by the
naming in a manner desired by a Significant Supporter(s)and acceptable to POST of any specific
locations, land formations, trails,natural and physical features, or other areas of significance within the
Property. POST may exercise this reservation by stating in writing to District its request for such
recognition on or before five(5)years following the Closing. Such recognition shall be on plaques or
small signs,which shall be unobtrusive and consistent with the purpose for which District is acquiring the
Property including the preservation of public open space and natural habitat. Any and all costs associated
with such recognition shall be borne by POST. This covenant shall automatically terminate five(5)years
from the date of Closing. District acknowledges,accepts and agrees that it is taking title to the Property
subject to a plaque mounted on a boulder located near and depicting the former site of the Gilchrist family
residence and dairy operation. District further acknowledges, accepts and agrees that said plaque and
boulder meet all of the requirements of this Section 4.
5. 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.
6. POST's Representations and Warranties. For the purpose of consummating the sale and
purchase of the Property in accordance herewith,POST 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. Authority. POST 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 POST to District now or at the Closing have been or will be duly authorized and executed and
delivered by POST and are legal,valid and binding obligations of POST 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 POST is a party or by which POST may be bound or
any articles,bylaws or corporate resolutions of POST.
i
Purchase Agreement Page 4
7. Waiver of Relocation Benefits and Statutory Compensation. POST and District
understand and agree that POST may be entitled to receive certain relocation benefits and the fair market
value of the Property described in Exhibit"A",as provided for by the Federal Uniform Relocation
Assistance and Real Property Acquisition Act of 1970(Public Law 91-646),the Uniform Relocation,Act
Amendments of 1987 (Public Law 100-17,Title IV of the Surface Transportation and Uniform Relocation
Assistance Act of 1987(101 Statutes,246-256)(42 U.S.C. 4601 et seq.),and the California Relocation
Assistance Act,Government Code Section 7260 et seq. POST hereby waives any and all existing and/or
future claims or rights POST 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. POST 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.
8. As-Is Purchase and Sale. This sale is made without representation or warranty by POST,
except as expressly set forth in this Agreement. District represents,warrants, acknowledges and agrees
that it has had full and ample opportunity prior to the execution of this Agreement to investigate the
Property including,but not limited to,the physical condition thereof-,the presence, absence or condition of
improvements thereon;and that District shall purchase the Property AS-IS WITH ALL FAULTS.
9. Hazardous Waste.
A. Definitions. The term"Hazardous Waste," as used herein,means any substance,
material or other thing regulated by or pursuant to any federal, state or local environmental law by reason
of its potential for harm to human health or the environment because of its flammability,toxicity,
reactivity,corrosiveness or carcinogenicity. The term"Hazardous Waste" also includes without limitation,
polychlorinated biphenyls,benzene, asbestos,petroleum,petroleum by-products, gas,gas liquids and lead.
The term"Environmental Law" as used herein includes,without limitation, the Comprehensive
Environmental Response,Compensation and Liability Act of 1980(42 U.S.C. Section 9601 et seq.)and
the Resource Conservation and Recovery Act(42 U.S.C. Section 6901 et seq.)
B. Representations and Warranties. For the purpose of consummating the sale and
purchase of the Property,POST makes the following representations and warranties to District,which shall
survive close of escrow,each of which is material and is being relied upon by District:
(i) To POST's knowledge the Property does not contain and has not
previously contained any Hazardous Waste or underground storage tanks, and no Hazardous Waste has
been or is being used, manufactured,handled,generated, stored,treated,discharged,present,buried or
disposed of on,under or about the Property, or transported to or from the Property,nor has POST
undertaken, permitted,authorized or suffered any of the foregoing;
I (ii) POST has not received any notice and POST has no actual knowledge
that any private person or governmental authority or administrative agency or any employee or agent
thereof has determined,alleged or commenced or threatened to commence any litigation,or other
proceedings,to determine that there is a presence,release,threat of release,placement on,under or about
the Property,or the use,manufacture,handling,generation, storage,treatment,discharge,burial or
disposal on,under or about the Property,or the transportation to or from the Property,of any Hazardous
Waste,nor has POST received any communication from any such person or governmental agency or
authority concerning any such matters.
C. Indemni1y. POST shall indemnify, defend and hold harmless District from and
against and all claims,liabilities, losses,damages,and costs incurred or suffered by District, including
Purchase Agreement Page 5
without limitation,attorney,engineering and other professional or expert fees,to the extent arising from
any breach of the warranties or representations contained herein. POST's obligation to indemnify,defend
and hold harmless pursuant to this Section 9 shall not apply where,based on its own inspections,testing,
evaluations and knowledge of the Property, District knew or had reason to know of the existence of any
Hazardous Waste or underground storage tanks on,under, or about the Property prior to the Closing.
10. Miscellaneous Provisions.
A. Access for Investintions. From the date POST 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("District Parties")may,upon
the giving of reasonable advance written notice to POST,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 POST's prior written consent,which shall not be unreasonably withheld or delayed
and further provided that District shall give POST at least 24 hours' prior notice of each proposed entry by
District. District shall indemnify,protect,defend and hold POST free and harmless from and against any
and all claims,actions,causes of action, suits,proceedings,costs,expenses(including, without limitation,
reasonable attorneys' fees and costs),liabilities,damages,and liens caused by the activities of District
Parties while upon the Property prior to the Closing;provided,however, the foregoing indemnity shall not
cover or include any claims,damages or liens resulting from District's discovery of any Hazardous Waste
or other pre-existing adverse conditions pursuant to its inspections,testing or evaluation. District's
inspections shall be at District's sole expense. District shall repair any damage to the Property that may be
caused by 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. Amendment and Waiver. The parties hereto may by mutual written agreement
amend this Agreement in any respect. Any party hereto may: (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 POST pursuant to this Agreement, and to take any actions and execute any documents necessary
or appropriate to closing escrow and completing this conveyance. Any agreement on the part of any party
for any such amendment,extension or waiver must be in writing.
D. Rights Cumulative. Each and all of the various fights,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.
E. 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
Purchase Agreement Page 6
service or sent by facsimile transmission by telex,telecopy,telegraph or cable or other similar electronic
medium,addressed as indicated as follows:
POST: Peninsula Open Space Trust
3000 Sand Hill Road
Bldg.#1, Suite 155
Menlo Park,CA 94025
Attn: Audrey Rust,President
TEL: (650)854-7696
FAX: (650)854-7703
District: 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 sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled
notice shall promptly be sent by mail(in the manner provided above)to the addressee. Service of any such
communication made only by mail shall be deemed complete on the date of actual delivery as indicated by
the addressee's registry or certification receipt or at the expiration of the third(3rd)business day after the
date of mailing,whichever is earlier in time. Either party hereto may from time to time,by notice in
writing served upon the other as aforesaid, designate a different mailing address or a different person to
which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this
Agreement shall excuse either party from giving oral notice to the other when prompt notification is
appropriate,but any oral notice given shall not satisfy the requirement of written notice as provided in this
Section.
F. Severability. If any of the provisions of this Agreement are held to be void or
unenforceable by or as a result of a determination of any court of competent jurisdiction,the decision of
which is binding upon the parties,the parties agree that such determination shall not result in the nullity or
unenforceability of the remaining portions of this Agreement. The parties further agree to replace such
void or unenforceable provisions which will achieve,to the extent possible,the economic,business and
other purposes of the void or unenforceable provisions.
G. Counterparts. This Agreement may be executed in separate counterparts,each of
which shall be deemed as an original, and when executed, separately or together, shall constitute a single
original instrument,effective in the same manner as if the parties had executed one and the same
instrument.
H. 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.
I. 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 i
supersedes any and all prior correspondence, conversations,negotiations,agreements or understandings
relating to the same subject matter.
Purchase Agreement Page 7
J. Time of Essence. Time is of the essence of each provision of this Agreement in
which time is an element.
K. Survival of Covenants. All covenants of District or POST 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.
L. 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.
M. Further Documents and Acts and Compliance with Applicable Laws. 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 transaction described and
contemplated under this Agreement. The parties agree that the District's obligation to complete the
transaction contemplated in this Agreement, and to close the escrow,is conditioned upon District's
compliance with any laws applicable to the District's acquisition of the Property.
N. 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.
O. 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.
P. 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.
Q. 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 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 to
discovery. Hearings shall be held in Santa Clara or San Mateo 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
Purchase Agreement Page 8
i
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.
POST INITIA DISTRICT INITIAL
11. Acceptance. Provided that this Agreement is executed by POST and delivered to District
on or before June 21, 2005, District shall have until midnight June 29, 2005 to accept and execute this
Agreement, and during said period this instrument shall constitute an irrevocable offer by POST 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.
I
i
Purchase Agreement Page 9
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly
authorized officers to be effective as of the date of final execution by District in accordance with the terms
hereof.
DISTRICT: POST:
MIDPENINSULA REGIONAL OPEN PENINSULA OPEN SPACE TRUST,
SPACE DISTRICT a California non-profit,public benefit
corporation
APPROVED AND ACCEPTED:
Prq8 ent,B d of Directors 4c „q Audrey C. Rust esident
Date Date
ATTEST:
District C er
Date:
ACCEPTED FOR RECOMMENDATION
C'.C. k
Michael C.Williams,Real Property Manager
APPROVED AS TO FORM:
Susan M. Schectman, General Counsel
REC FOR VAL:
L. Craig Britton,General Manager
I
ill
I
I�
1
(*i * * OLD REPUBLIC TITLE COMPANY EXHIBIT A
(�( * 601 Allerton Street* Redwood City, CA 9 94063 9 (650)365-8080 • Fax: (650)365-9524
PRELIMINARY REPORT
Issued for the sole use of: Our Order Number 0360004063-SG
MIDPENINSULA OPEN SPACE DISTRICT, A CALIFORNIA
PARTNERSHIP
330 DISTEL CIRCLE
LOS ALTOS, CA 94022 When Replying Please Contact:
Attention: MIKE WILLIAMS Susan Goulet
(650) 365-8080
Buyer:
MIKE WILLIAMS
Property Address:
, CA
[Unincorporated area of San Mateo County]
In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY hereby
reports that it is prepared to issue, or cause to be issued, as,of the date hereof, a Policy or Policies of Title Insurance
describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained
by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from
coverage pursuant to the printed Schedules, conditions and Stipulations of said policy forms.
The printed Exceptions and Exclusions from the coverage of said Policy or Policies may be set forth in Exhibit A attached.
Copies of the Policy forms should be read.They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in
Exhibit A of this report carefully.The exceptions and exclusions are meant to provide you with notice of
matters which are not covered under the terms of the title insurance policy and should be carefully
considered.
It is important to note that this preliminary report is not a written representation as to the condition of
title and may not list all liens,defects,and encumbrances affecting title to the land.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a
policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of
a policy of title insurance, a Binder or Commitment should be requested.
Dated as of December 24, 2004, at 7:30 AM
OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to, See Attached
Page 1 of 4 Pages
nRT 31SR-A (Rpv. S/1/00)
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360004063-SG
The form of policy of title insurance contemplated by this report is:
A CLTA Standard Coverage (1990) Owner's Policy; AND an ALTA Loan Policy. A specific
request should be made if another form or additional coverage is desired.
The estate or interest in the land hereinafter described or referred or covered by this Report is:
a Fee.
Title to said estate or interest at the date hereof is vested in:
PENINSULA OPEN SPACE TRUST, a California Public Benefit Corporation
The land referred to in this Report is situated in the unincorporated area of the County of San Mateo, state of California,
and is described as follows:
The South 1/2 of the Southwest 1/4 and the Southeast 1/4 of the Southeast 1/4 of Section 25, Township 5
South, Range 5 West, Mount Diablo Base and Meridian of Official Records of San Mateo County, California.
APN: 067-310-140 JPN: 067-031-310-06A (PTN)
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows:
1. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, a lien, but not
yet due or payable.
2. Taxes and assessments, general and special, for the fiscal year 2004 - 2005, as follows:
Assessor's Parcel No 067-310-140
Code No. 87-013
1st Installment $9.00 Marked Paid
2nd Installment $9.00 NOT Marked Paid
Land $170,159.00
Imp. Value $0.00
P.P Value $0.00
Exemption $0.00
3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et
seq., of the Revenue and Taxation Code of the State of California.
4. Rights or claims of easements not recorded in the public records.
Page 2 of 4 Pages
()PT 11 rR-B
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360004063-SG
5. Any lack of access, or a right of access, or a right to access to and from the land (any access
coverage contained in this policy and/or endorsements thereto is NOT being provided,
notwithstanding any statement therein to the contrary).
6. NOTE: The requirement that satisfactory evidence be furnished to this Company evidencing
the due formation and continued existence of Peninsula Open Space Trust as a legal entity
under the laws of California.
NOTE: Office of the Secretary of State
Corporate Filing
1500 - 11th, 3rd Floor
Sacramento, CA 95814
(916) 657-5448
Reports that Peninsula Open Space Trust, a California Public Benefit corporation, was
incorporated on 2/10/1977 and is presently in good standing, etc.
7. Rights and claims of parties in'possession.
8. This is a vacant lot; accordingly, we should anticipate a construction loan. If there is such a
loan involved, we must inspect the subject property immediately prior to recording to
determine that we have mechanic lien priority..In the event we have a loss of priority due to
work having commenced or materials delivered on the site prior to the recording of the
construction loan deed of trust, management must approve (i.e., relying on an indemnity
agreement to insure the loan, etc.).
9. Any claim of lien for services, labor or material arising from an improvement or work under
construction or completed at the date hereof.
10. The requirement that this Company be provided with an opportunity to inspect the land (the
Company reserves the right to make additional exceptions and/or requirements upon
completion of its inspection).
-------------------- Informational Notes-------------------
A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears
to be section(s) 2.1.A &3.1.B.2.
Page 3 of 4 Pages
nRT11';R-R
OLD REPUBLIC TITLE COKPANY
ORDER NO. 0360004063-SG
B. Short Term Rate ("STR') does not apply.
C. NOTE: According to the public records, there have been no deeds conveying the property
described in this report recorded within a period of 24 months prior to the date hereof
except as follows:
NONE
D. In addition to existing requirements pertaining to sellers who are non-residents of 9 G
ICI Pe g California,
as a result of recent changes to Section 18662 of the Revenue and Taxation Code, in
transactions closing after January 1, 2003 the buyer may then be responsible to withhold 3
1/3% of the sales price (as defined therein) from any seller, if this property is not the seller's
principal residence. The statute, as modified, also provides for certain exemptions to the
buyer's responsibility tyto withhold, which may apply.
E. All originalforwarded rw r documents are to be f ded to:
Old Republic Title Co.
601 Allerton Street
Redwood City, CA 94063
Attn: Steven Johnson
Copies of recording packages and all support documentation should be forwarded to:
Old Republic Title Company
524 Gibson Drive
Roseville, CA 95678
Attn: Title Only Desk
ORT 22-02
Phone: (916) 781-4100
Fax: (916) 784-3563
O.N.
lou
i
Page 4 of 4 Pages
I
()RT 31 SR-R
I
VOL 36 Ni. ZZ
pp BA6t6 of f�ta+►ItrMif - 5 4�..� �o,• r,J
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ro• i OWN@R'fr CERTIFICATE. SURYMPS CERTIFICATE
p rT We hereby&&4iFy that we arc fha.m" sf,ahAve This,mar w.►rrar ed by ma orals,.y Jirschen And
O r' gams n$hf,Otis or interest in AId fs the real rmpsrfy II,bwgsJ vrm a Asw oom!p m r ('n"Anre Milk 44'e
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4 urnished merely as a convenience to aid you in b'P� coting the land Indicated hereon with reference �Kas
�o streets and other land, no liabi ' set r kr (o r) a� W CODE AREA---_ Q'ay reason of any reliance hereon.
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OLD REPUBLIC TITLE COMPANY
Ilk-* * 601 Allerton Street• Redwood City, CA. 94063 • (650)365-8080 • Fax: (650) 365-9524
PRELIMINARY REPORT
Issued for the sole use of: Our Order Number 0360004064-SG
MIDPENINSULA OPEN SPACE DISTRICT
330 DISTEL CIRCLE
LOS ALTOS, CA 94022
When Replying Please Contact:
Susan Goulet
(650) 365-8080
Buyer:
MIDPENINSULA OPEN SPACE DISTRICT
Property Address:
CA
[Unincorporated area of San Mateo County]
In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY hereby
reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance
describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained
by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from
coverage pursuant to the printed Schedules, conditions and Stipulations of said policy forms.
The printed Exceptions and Exclusions from the coverage of said Policy or Policies may be set forth in Exhibit A attached.
Copies of the Policy forms should be read.They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in
Exhibit A of this report carefully.The exceptions and exclusions are meant to provide you with notice of
matters which are not covered under the terms of the title insurance policy and should be carefully
considered.
It is important to note that this preliminary report is not a written representation as to the condition of
title and may not list all liens, defects,and encumbrances affecting title to the land.
This report(and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a
policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of
a policy of title insurance, a Binder or Commitment should be requested.
Dated as of December 24, 2004, at 7:30 AM
OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to, See Attached
Page 1 of 7 Pages
(ART 31 SR-A (Ray. Sl11nn)
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360004064-SG
The form of policy of title insurance contemplated by this report is:
A CLTA Standard Coverage (1990) Owner's Policy; AND an ALTA Loan Policy. A specific
request should be made if another form or additional coverage is desired.
The estate or interest in the land hereinafter described or referred or covered by this Report is:
a FEE as to Parcels I, V, IX, XIII and EASEMENTS as to Parcels II, III, IV, VI, VII, VIII, X, XI,
XII, XIV and XV.
Title to said estate or interest at the date hereof is vested in:
PENINSULA OPEN SPACE TRUST, a California non-profit benefit corporation
The land referred to in this Report is situated in the unincorporated area of the County of San Mateo, state of California,
and is described as follows:
PARCEL I:
The Southeast one-quarter of Section No. 27 in Township 5 South, Range 5 West, Mount Diablo Base and
Meridian.
Said lands being further set forth in that certain Certificate of Compliance recorded April 30, 1990 as
Document No. 90057241 San Mateo County Records.
PARCEL II:
Such rights as the owner of Parcel I described above may have to use, in common with all others entitled to
use that certain roadway over the 536 acre tract of Frank Madonna; said tract being the Northeast portion of
Section 27, Township 5, Range 5, said roadway being 30 feet wide and 252 rods long, pursuant to that certain
Agreement made January 28, 1896 and recorded in Book 71 of Deeds at Page 314, Records of San Mateo
County, California. Said roadway roughly follows the Southerly boundary of APN 056-450-010 and connects to
Miramontes Road, a private roadway.
PARCEL III:
A non-exclusive easement for ingress, egress, access and underground utilities purposes a strip of land having
a uniform width of 30 feet crossing the Southerly portion of the lands set forth in that Certificate of
Compliance recorded April 30, 1990 as Document No. 90057240, San Mateo County Records and running
Westerly from a point in the Easterly boundary thereof at a point approximately 680 feet Northerly from the
Southeast corner, to the Southwest corner of said parcel.
The easements described as Parcels II, III and IV are for the benefit of and are appurtenant to Parcel I above
described.
PARCEL V:
The North one-half of the Southwest one-quarter and the South one-half of the Northwest one-quarter of
Section No. 26 in Township 5 South, Range 5 West, Mount Diablo Base and Meridian.
Page 2 of 7 Pages
0RT 31 SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360004064-SG
Said lands being further set forth in that certain Certificate of Compliance recorded April 30, 1990 as
Document No. 90057239 San Mateo County Records.
PARCEL VI:
Such rights as the owner of Parcel V described above may have to use, in common with all others entitled to
use, that certain roadway over the 536 acre tract of Frank Madonna; said tract being the Northeast portion of
Section 27, Township 5, Range 5, said roadway being 30 feet wide and 252 rods long, pursuant to that certain
Agreement made January 28, 1896 and recorded in Book 71 of Deeds at Page 314, Records of San Mateo
County, California. Said roadway roughly follows the Southerly boundary of APN 056-450-010 and connects to
Miramontes Road, a private roadway.
PARCEL VII:
A non-exclusive easement 30 feet wide for ingress, egress, access and underground utilities purposes, the
centerline of which is the centerline of an existing traveled road, across, over and under the lands set forth in
those Certificates of Compliance recorded april 30, 1990 as Document Nos. 90057241 and 90057242, Records
of San Mateo County.
PARCEL VIII:
A non-exclusive easement for ingress, egress, access and underground utilities purposes within a strip of land
having a uniform width of 30 feet crossing the Southerly portion of the lands set forth in that Certificate of
Compliance recorded April 30, 1990 as Document No. 90057240, San Mateo County Records and running
Westerly from a point in the Easterly boundary thereof at a point approximately 680 feet Northerly from the
Southeast corner of said parcel.
The easements described as Parcels VI, VII and VIII are for the benefit of and are appurtenant to Parcel V
above described.
PARCEL IX:
The South one-half of the Northeast one-quarter and the North one-half of the Southeast one-quarter of
Section 26 in Township 5 South, Range 5 West, Mount Diablo Base and Meridian.
Said lands being further set forth in that certain Certificate of Compliance recorded April 30, 1990 as
Document No. 90057242 San Mateo Records.
PARCEL X:
Such rights as the owner of Parcel IX described above may have to use, in common with all others entitled to
use, that certain roadway over the 536 acre tract of Frank Madonna; said tract being the Northeast portion of
Section 27, Township 5, Range 5, said roadway being 30 feet wide and 252 rods long, pursuant to that certain
Agreement made January 28, 1896 and recorded in Book 71 of Deeds at Page 314, records of San Mateo
County, California. Said raodway roughly follows the Southerly boundary of APN 056-450-010 and connects to
Miramontes Road, a private roadway.
PARCEL XI:
Page 3 of 7 Pages
ORT11 SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360004064-SG
A non-exclusive easement 30 feet wide for ingress, egress access and underground utitlites purposes, the
centerline of which is the centerline of an existing traveled road, acrosss, over and under the lands set forth in
those Certificates of Compliance recorded April 30, 1990 as Document Nos. 90057239 and 90057241, Records
of San Mateo County.
PARCEL XII:
A non-exclusive easement for ingress, egress, access and underground utilities purposes within a strip of land
having a uniform width of 30 feet crossing the Southerly portion of the lands set forth in that Certificate of
Compliance recorded April 30, 1990 as Document No. 90057240, San Mateo County Records and running
Westerly from a point in the Easterly boundary thereof at a point approximately 680 feet Northerly from the
Southeast comer, to the Southwest corner of said parcel.
The easements described as Parcels X, XI and XII are for the benefit of and are appurtenant to Parcel D(
above described.
PARCEL XIII:
BEGINNING at a point on the East line of the Miramontes Rancho, which point is also the corner common to
the Southwest corner of Section 27 and the Northwest comer of Section 34, Township 5 North, Range 5
South, M.D.B.&M.; running thence North along the East line of said Rancho 2463 feet to the general Southerly
line of Parcel III of the lands conveyed to Mortimer Levitt by that certain Deed recorded October 26, 1965 in
Book 5051 of Official records at Page 289 (File No. 4362-Z); thence along said general Southerly line of said
last mentioned lands the following courses and distances; North 530 41' West 151.0 feet; running thence
North 82* 35' West 238.0 feet; running thence South 631 24' West 112.0 feet; running thence South 820 46'
West 272.0 feet; running thence North 790 41' West 338.0 feet; running thence South 290 37' West 95.0 feet;
running thence South 610 24 West 126.0 feet; running thence South 180 30' West 316.0 feet to the West line
of said parcel; running thence South 2116.8 feet to the Southwest corner of said parcel; running thence East
along the South line of said parcel to the point of beginning.
Said lands being further set forth in that certain Certificate of Compliance recorded April 30, 1990 as
Document No. 90057240 San Mateo County Records.
PARCEL XIV:
Such rights as the owner of Parcel XIII described above may have to use, in common with all others entitled to
use, that certain roadway over the 536 acre tract of Frank Madonna; said tract being the Northeast portion of
Section 27, Township 5, Range 5, said roadway being 30 feet wide and 252 rods long, pursuant to that certain
Agreement made January 28, 1896 and recorded in Book 71 of Deeds at Page 314, Records of San Mateo
County, California. Said roadway roughly follows the Southerly boundary of APN 056-450-010 and connects to
Miramontes Road, a private roadway.
PARCEL XV:
A non-exclusive easement 30 feet wide for ingress, egress, access and underground utilities purposes, the
centerline of which is the centerline of an existing traveled road, across, over and under the lands set forth in
those Certificates of Compliance recorded April 30, 1990 as Document Nos. 90057239, 90057241 and
90057242, Records of San Mateo County.
Page 4 of 7 Pages
ORT 31 SR-R
s
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360004064-SG
The easements described as Parcels XIV and XV are for the benefit of and are appurtenant to Parcel XIII
above described.
A.P.N. 056-440-010 J.P.N. 056-044-440-01A
056-440-060 056-044-440-04A
056-440-070 056-044-440-05A
056-450-020 056-045-450-02A
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows:
1. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, a lien, but not
yet due or payable.
2. Taxes and assessments, general and special, for the fiscal year 2004 - 2005, as follows:
Assessor's Parcel No 056-440-010
Code No. 87-029
1st Installment $9.00 Marked Paid
2nd Installment $9.00 NOT Marked Paid
Land $329,807.00
Imp. Value $0.00
Exemption $329,807.00
3. Taxes and assessments, general and special, for the fiscal year 2004 - 2005, as follows:
Assessors Parcel No 056-440-060
Code No. 87-029
1st Installment $9.00 Marked Paid
2nd Installment $9.00 NOT Marked Paid
Land $329,806.00
Imp. Value $0.00
Exemption $329,806.00
4. Taxes and assessments, general and special, for the fiscal year 2004 - 2005, as follows:
Assessor's Parcel No 056-440-070
Code No. 87-029
1st Installment $9.00 Marked Paid
2nd Installment $9.00 NOT Marked Paid
Land $329,807.00
Imp. Value $0.00
Exemption $329,807.00
I
Page 5 of 7 Pages
i
ORT 'fit SR-R
I
r
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360004064-SG
5. Taxes and assessments, general and special, for the fiscal year 2004 - 2005, as follows:
Assessor's Parcel No 056-450-020
Code No. 87-029
1st Installment $9.00 Marked Paid
2nd Installment $9.00 NOT Marked Paid
Land $156,100.00
Imp. Value $0.00
Exemption $156,100.00
6. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et
seq., of the Revenue and Taxation Code of the State of California.
7. EASEMENT for any existing road, public or private, as may lie within the herein described
property.
8. EASEMENT for drainage within any creek or stream traversing the herein described property,
together with the rights of the public in and to the waters and the use of such creeks or
streams, to the high water mark.
9. Rights or claims of parties in possession.
P 9
10 Any unrecorded and subsisting
g leases.
I
II
11. The requirement that this Company be provided with an opportunity to inspect the land (the
Company reserves the right to make additional exceptions and/or requirements upon
completion of its inspection).
12. The requirement that a certified copy of a resolution of the board of directors be furnished to
this Company authorizing or ratifying the proposed conveyance, and that there be annexed
to the conveyance a certificate of compliance and approval meeting the requisites of Section
5912 Corporations Code.
Page 6 of 7 Pages
ORT 31 SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360004064-SG
-------------------- Informational Notes-------------------
A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears
to be section(s) 2.1C &3.162.
B. Short Term Rate ("STR) does not apply.
C. NOTE: According to the public records, there have been no deeds conveying the property
described in this report recorded within a period of 24 months prior to the date hereof
except as follows:
NONE
D. In addition to existing requirements pertaining to sellers who are non-residents of California,
as a result of recent changes to Section 18662 of the Revenue and Taxation Code, in
a n 1 r transactions closing fter Ja January , 2003 the buyer may then be responsible to withhold 3
rY Y Y P
1/3% of the sales price (as defined therein) from any seller, if this property is not the seller's
principal residence. The statute, as modified, also provides for certain exemptions to the
buyer's responsibility to withhold, which may apply.
O.N.
rd
Page 7 of 7 Pages
ORT 31 SR-8
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ACAAMMIL 4ANCN RSA/3v63
NOTICE...This is neither a plat nor a survey,it is ^_ CARRILLO UNWED scno0: D;SrRtCr w
furnished merely as'
'ora ring the land indicated hereon with reference
N s!ree.ts nhd o'her land, no liability is assumed
c
:ny relionce hereon.
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_ NOTWE...This is neithera plat nor a survey,it is -- — —_� GQR/LCO LM/F/f0 SCHOOL 0/J."RlC7 i C
furnished merely as a convenience to aid you in o
No loenting the land indicated hereon with reference -o
i oeets and other land. no liability is assumed ~'
reason of any reliance hereon.