HomeMy Public PortalAboutResolution - 05-36- 20051220 - Portola Lookout Purchase RESOLUTION 05-36
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
(LONG RIDGE 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
en Space District does her
eby 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 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$2,500 to cover the cost
of title insurance, escrow fees, and other miscellaneous costs related to this transaction.
Section Five. It is intended, reasonably expected, and hereby authorized that the District's general fund
will be reimbursed in the amount of$600,000 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.
RESOLUTION No. 05-36
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on December 20, 2005, at a Special Meeting thereof, by the following vote:
AYES: J. Cyr, M. Davey, N. Hanko, L. Hassett, D. Little, P. Siemens
NOES: None
ABSTAIN: None
ABSENT: K. Nitz
ATTEST: APPROVED:
e etary Preside
Board of Directors Bo 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.
DistricLSITeK
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, POST's real property located within an unincorporated area of the County of San Mateo, State of
California, containing approximately one hundred fifty one and fifteen hundredths(151.15)acres, more or
less, and commonly referred to as San Mateo County Assessor's Parcel Numbers 078-210-370 and
080-320-170. Said real property is further described in the Legal Description attached to Preliminary
Report number 0360005228 from Old Republic Title Company dated September 9, 2005. A copy of said
Preliminary Report is attached hereto as Exhibit"A", and incorporated herein by this reference. Said
property is to be conveyed together with any easements, rights of way,or rights of use which may be
appurtenant or attributable to the aforesaid lands, and any and all improvements attached or affixed thereto.
All of said real property and appurtenances shall hereinafter be called the "Subject Property" or the
"Property.
Purchase Agreement Page 2
2. Purchase Price. The total purchase price("Purchase Price")for the Property shall be Five
Hundred Thousand and No/I 00 Dollars($500,000.00), which shall be paid in cash at the "Closing" as
defined in Section 3 hereof.
3. Escrow. Promptly upon execution of this Agreement, in accordance with Section 11
herein, an escrow shall be opened at Old Republic Title Company, 796 El Camino Real, San Carlos,CA
94070(650) 591-6782(Escrow numbers 360005228)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
January 6,2006, 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:
(i) The required Certificate of Acceptance for the Grant Deed, duly executed
by District and to be dated as of the Closing;
(ii) District's check payable to Escrow Holder in the amount of
Four Hundred Ninety nine Thousand and No/I 00 Dollars($499,000.00),which is the balance of the
Purchase Price of Five Hundred Thousand and No/I 00 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$3,450,000.00 for the Property
showing title to the Property vested in fee simple in District, subject only to: (i)current real property taxes;
(ii)exception numbers 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, and 20 as listed in Preliminary
Report No. 0360005228 dated September 9, 2005; and (iii)such additional title exceptions as may be
Purchase Agreement Page 3
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 shall permit 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 the entire property or
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 followinp,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 the installation, repair, and maintenance of such recognition plaques or signs shall be borne by POST.
This covenant shall automatically terminate five(5)years from the date of Closing, except that POST's
duty to repair and maintain such plaques or signs as have been installed shall survive the termination of
this covenant.
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. Authorily. 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.
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
to investigate the
that it has had full and ample opportunity prior to the execution of this Agreement condition of
Property including, but not limited to, the physical condition thereof,the presence, absence or
improvements they and that District shall purchase the Property AS-IS WITH ALL FA
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;
(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. Indemn . 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
without limitation, attorney,engineering and other professional or expert fees,to the extent arising from
Purchase Agreement Page 5
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 Investigations. In addition to its rights under the License and
Management Agreement concerning the Property entered into by District and POST on June 1,2005, 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)waive any inaccuracies in representations
and warranties made by the other party contained in this Agreement or in any documents delivered
pursuant hereto; (ii)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(iii)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 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 rights, powers and remedies'of the
parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies
which the parties may have at law or in equity in the event of the breach of any of the terms of this
Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the
exclusive election thereof nor the waiver of any other right, power or remedy available to such party.
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, g'iven or delivered at the time stated below
if deposited in the United States mail,registered or certified and return receipt requested,with proper
postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery
service or sent by facsimile transmission by telex,telecopy,telegraph or cable or other similar electronic
medium, addressed as indicated as follows:
Purchase Agreement Page 6
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 her 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. Severabilily. 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.
1. Entire Agreement. This Agreement is intended by the parties to be the final
expression of their agreement; it embodies the entire agreement and understanding between the parties
hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it
supersedes any and all prior correspondence,conversations, negotiations, agreements or understandings
relating to the same subject matter, with the sole exception of the License and Management Agreement
with respect to the Property,which shall terminate upon closing as set out in Section I O.R herein.
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 according to their terms and conditions,
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.
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 farmer 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.
Purchase Agreement Page 8
NOTICE: BY INITIALING IN THE SPACE BELOW,YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE"ARBITRATION OF
DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.BY INITIALING IN THE
SPACE BELOW,YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO APPEAL UNLESS
THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE"ARBITRATION OF DISPUTES"
PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS
PROVISION,YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF
THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS
ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING FROM THE MATTER INCLUDED IN THE"ARBITRATION OF
DISPUTES" PROVISION TO NEUTRAL ARBITRATION.
POST INITIAL DISTRICT INITIAL
R. Termination of License and Management Agreement. Promptly upon
Closing,the License and Management Agreement for the Property entered into between POST and the
District on June 1, 2005 ("tile License")shall be terminated and shall be of no ffirther force and effect,and
both parties agree that neither shall have any further obligations or rights under the License.
It. Acceptance. Provided that this A reement is executed by POST and delivered to District
1 g
on or before November 10,2005, District shall have until midnight December 21, 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 teens 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 tenns and conditions set forth herein.
I
r
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:
resident, Bo d jrectors Audrey C. Ru resident
Date Date
ATTEST:
District Cler
Date:
ACCEPTED FOR RECOMMENDATION
�I
�W
Michael C. Williams,Real Property Manager
APPROVED AS TO FORM:
Susan M. chect�nan, General Counsel
REC OVAL:
L. Crai Brit
, eneral Manager
g
I
. EXHIBIT A
*** OLD REPUBLIC TITLE COMPANY
796 El Camino Real,Suite B•San Carlos,CA•94070•(650)591-6782•Fax: (650) 591-6789
PRELIMINARY REPORT
Issued for the sole use of: Our Order Number 0360005228-SG
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
330 DISTEL CIRCLE
LOS ALTOS, CA 94022
When Replying Please Contact:
Attent
ion: MI
KE WILLIAMS
Susan Goulet
(650) 591-6782
Buyer:
Midpeninsula Regional Open Space District
Property Address:
r CA
[Unincorporated area of San Mateo County]
I
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 and Limitations on Covered Risks of said Policy or Policies are set forth in
Exhibit A attached. Limitations on Covered Risks applicable to the Homeowner's Policy of Title Insurance which establish a Deductible
Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A.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 September 9, 2005, at 7:30 AM
i
OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to, See Attached
Page 1 of 11 Pages
RT. 1. -A Rray. . /1 0
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360005228-SG
The form of policy of title insurance contemplated by this report is:
A CLTA Standard Coverage 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 Parcel One and Easements as to Parcels Two and Three.
Title to said estate or interest at the date hereof is vested in:
Peninsula Open Space Trust, a California non-profit 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:
PARCEL ONE:
Parcel "T' 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 East line of said West 1/2 of the Northeast 1/4 of Section 18 at a point
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 post 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:
Page 2 of 11 Pages
ORT.31SR-11
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360005228-SG
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 28, 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 centerline 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 810 49' 02" West 129.20 feet along the center line of said road from a point hereinafter
as Point B said Point B being where a 27 diameter metal drainage i
referred to g a point e crosses said
P 9 pipe
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 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' 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 line.
FURTHER EXCEPTING THEREFROM portions of the Northwest 1/4 of the Southeast 1/4, the Northeast 1/4 of
the Southeast 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 28, 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 810 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 Comer 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 129.08 feet to a point from which a 21" Pine Tree bears South
850 19" East 41.2 feet; thence from said point South 770 17' 50" West 187.10 feet; thence North 650 02' 14"
West 278.75 feet; thence North 860 00' 58" 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
Page 3 of 11 Pages
ORT 311SA-14
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360005228-SG
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.
APN: 078-210-370 JPN: 078-021-210-01 (ptn.)
080-320-170 080-032-320-03
080-032-320-05
PARCEL TWO:
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 25° 46' West
66.69 feet; South 621 39'West 183.23 feet; South 51° 53' West 181.52 feet; South 410 41'West 147.71 feet;
South 510 29' West 157.56 feet; South 330 21' West 248 feet; South 500 04' West 47.30 feet; South 780 59'
West 144.31 feet; South 670 42' West 96.80 feet; South 540 09' West 129.98 feet; South 240 01' West 195.85
feet; South 450 22' 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
of Official Records at Page S 00 File No. 24843-E
June 28 1941 in Book 957 )
Deed dated and recorded9 (
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.
54608-E), Records of San Mateo County, California.
PARCEL THREE:
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 28, 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 to a point of
intersection with a straight line drawn from the Easterly 1/4 section corner of said Section 7 to the Northwest
Southwest 1 4 of the Northeast 1 4 of said Section 7, said point of intersection being the
corner of the S /
terminus of the hereinabove described 50 foot easement.
EXCEPTING THEREFROM so much as lies within Parcel One above.
Page 4 of 11 Pages
ORT. 1. -B
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360005228-SG
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, as follows:
Assessor's Parcel No 078-210-370
Code No. 70-005
1st Installment $150.88 NOT Marked Paid
2nd Installment $150.88 NOT Marked Paid
Land $1,000,000.00
Imp. Value $1,000.00
Exemption $1,001,000.00 All Other
2. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows:
Assessor's Parcel No 080-320-170
Code No. 66-005
1st Installment $7.64 NOT Marked Paid j
2nd Installment $7.64 NOT Marked Paid
Land $2,449,000.00
Imp. Value $0.00
Exemption $2,449,000.00 All Other
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. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Instrument Deed
Granted to Pacific Gas and Electric Company and The Pacific Telephone and
Telegraph Company, California corporations
For Line of poles and wires
Recorded November 24th, 1948 in Book 1596 of Official Records, Page 567
Affects Portion of Parcel One
5. The interest in said land of Lon V. Smith as holder of certain oil and hydrocarbon substances
rights, as disclosed by Mineral Deed
Recorded August 2nd, 1951 in Book 2109 of Official Records, Page 412
Affects Parcel One
Page 5 of 11 Pages
ORT -R
II'I
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360005228-SG
6. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Instrument : Grant Deed
Granted to : Gerda Isenberg, an unmarried woman
For : 50 foot strip for roadway purposes
Recorded : November 1st, 1960 in Book 3884 of Official Records, Page 388
Affects : Portion of Parcel One
7. Matters as contained or referred to in an instrument
Entitled : Agreement for Easement
Executed by : James D. Rapley and Anne W. Rapley
Recorded November 1st, 1960 in Book 3884 of Official Records, Page 390
Which, among Grant of Roadway Easement, and matters relative thereto.
other things,
provides
8. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Instrument Deed
Granted to The Pacific Telephone and Telegraph Company
For : Communication facilities
Recorded November 17th, 1976 in Book 7301 of Official Records, Page 568
Affects Portion of Parcel One
Page 6 of 11 Pages
ORT. 1. -R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360005228-SG
9. Matters as contained or referred to in an instrument,
Entitled Decree, In the Matter of the Determinations of the Rights of the
Various Claimants to the Water of San Gregorio Creek Stream
System in San Mateo County, Superior Court Case No. 355792
Recorded February 18th, 1993 in Official Records, under Recorder's Serial
Number 93026619
Order Correcting Decree recorded April 6th, 1993 in Official
Records, under Recorder's Serial Number 93053614 and Order
Modifying Decree recorded June 10th, 1993 in Official Records,
under Recorder's Serial Number 93095377.
rm r
to water, its use electric meters access to Ovate ante
Which among other Rights , ,
things provides transfer procedures, costs, description of places of use, location of
points of diversion (pipelines, pumps, reservoirs, stockponds,
springs, lakes, wells, etc.), allotments, etc.
Whether as a benefit or a burden to said land, no insurance is
undertaken hereby as to said matters.
To obtain information on such matters please contact:
Barbara Katz, Esq.
State Water Resources Control Board
901 P Street Sacramento, CA 95814
(916) 657-2097
10. Matters as contained or referred to in an instrument
Entitled Certificate of Compliance
Executed by County of San Mateo
Recorded February 25th, 1999 in Official Records under Recorder's Serial
Number 99033180
11. Matters as contained or referred to in an instrument
Entitled Certificate of Compliance
Executed by County of San Mateo
Recorded February 25th, 1999 in Official Records under Recorder's Serial
Number 99033181
Page 7 of 11 Pages
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360005228-SG
12. Matters as contained or referred to in an instrument
Entitled Certificate of Compliance
Executed by County of San Mateo
Recorded March 23rd, 1999 in Official Records under Recorder's Serial
Number 99050743
13. Matters as contained or referred to in an instrument
Entitled Approval of Lot Line Adjustment
Executed by County of San Mateo
Recorded January 26th, 2001 in Official Records under Recorder's Serial
Number 2001-010508
Which, among Merger effect for described parcels, and record establishment of
other things, easements for ingress, egress and public utilities.
provides
14. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Instrument Grant Deed
Granted to Mid Peninsula Regional Open Space District
For Ingress, egress and public utilities
Recorded February 21st, 2001 in Official Records, under Recorder's Serial
Number 2001-021345
Affects Portion of Parcel One
15. Matters as contained or referred to in an instrument
Entitled : Memorandum of Agreement
Executed by : William E. Connor, II, Trustee of the William E. Connor II Living
Trust u/t/a dated August 20, 1991; and the Midpeninsula Regional
Open Space District, a Public district
Recorded : February 21st, 2001 in Official Records under Recorder's Serial
Number 2001-021346
Returned to
Address : Midpeninsula Regional Open Space District, 330 Distel Circle, Los
Altos, CA 94022-1404, Attn: General Manager
Which, among : residential density unit agreement.
other things,
provides
Page 8 of 11 Pages
ORT. 1 S -
i
I
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360005228-SG
16. Agreement for Access Easement and Maintenance
Executed by William E. Connor II, Trustee of the William E. Connor II living
Trust u/t/a dated August 20, 1991
and Between The Midpeninsula Regional Open Space District, a Public District
On the terms, covenants and conditions contained therein,
i
Dated February 14th, 2001
Recorded February 21st, 2001 in Official Records, under Recorder's Serial
Number 2001-021347
Return to Address S en Mid peninsula Regional 0 ace District 330 Distel Circle Los
P 9 P P
Altos, CA 94022-1404
17. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Instrument : Grant Deed
Reserved by : William E. Connor II, Trustee
For : Ingress, egress and public utilities; underground utilities
Dated : June 30th, 2004
Recorded : July 9th, 2004 in Official Records, under Recorder's Serial Number
2004-142136
Affects : Portions of Parcel One
18. Agreement for Access Easement and Maintenance
Executed by William E. Connor II,Trustee of the William E. Connor II Living
Trust u/t/a dated August 20, 1991
and Between Peninsula Open Space Trust, a California non-profit public benefit
corporation
On the terms, covenants and conditions contained therein,
Dated July 9th, 2004
Recorded July 9th, 2004 in Official Records, under Recorder's Serial Number
2004-142137
Return to Address Peninsula Open Space Trust, 3000 Sand Hill Road, 1-155, Menlo
Park, CA 94025, Attn: Walter Moore
Page 9 of 11 Pages
ORT 315 -B
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360005228-SG
19. Any easement for water course over that portion of said land lying within the banks of
Mindego Creek and Rapley Creek and any changes in the boundary lines of said land that
have occurred or may hereafter occur from natural causes.
20. Easement for any existing roads or trails.
21. Any facts, rights, interests or claims which are not shown by the Public Records, but which
could be ascertained by making inquiry of the other users or owners of the land described or
referred to as easement(s) in the description used herein.
-------------------- 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 &3.1.
B. Short Term Rate ("STR'� applies (but may be precluded or limited by application of the
above shown section(s) of our Schedule of Fees and Charges.)
C. The above numbered report (including any supplements or amendments thereto) is hereby
modified and/or supplemented to reflect the following additional items relating to the
issuance of an American.Land Title Association loan form policy:
NONE
NOTE: Our investigation has been completed and there is located on said land vacant land
known as Vacant Land, , CA.
The ALTA loan policy, when issued, will contain the CLTA 100 Endorsement and 116 series
Endorsement.
Unless shown elsewhere in the body of this report, there appear of record no transfers or
agreements to transfer the land described herein within the last two years prior to the date
hereof, except as follows:
Page 10 of 11 Pages
ORT 31 SH-B
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360005228-SG
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:
A Grant Deed executed by William E. Connor II, Trustee of The William E. Connor II
LivingTrust u/t/a dated August 20 1991 to Peninsula Open Space Trust a California
9 P P ,
non-profit public benefit corporation recorded July 9, 2004 in Official Records under
Recorder's Serial Number 2004-142136.
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
9 ,
transactions closing after January 1, 2003 the buyer may then be responsible to withhold 3
1/3% of the sales price (as defined therein) from any seller, if this property is not the seller's
principal residence. The statute, as modified, also provides for certain exemptions to the
buyer's responsibility to withhold, which may apply.
O.N.
RL/Ir
i
I
i
Page 11 of 11 Pages
i
Exhibit A
CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY-1990
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attomeys',fees or
expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building or toning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating(I)the occupancy, use,or enjoyment of the land;(11)the character,dimensions or location of
any Improvement now or hereafter erected on the land; (ill)a separation in ownership or a change In the dimensions or area of the land or
any parcel of which the land Is or was a part; or{Iv)environmental protection,or the effect of any violation of these laws, ordinances or
govemmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance
resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.-
(b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or notice of a
defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of
Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded In the public records at Date of Policy, but not excluding
from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without
�I
knowledge.
3. Defects,liens,encumbrances,adverse claims or other matters:
(a) whether or not recorded In the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded In the public records at Date of Policy, but known to the insured claimant and not
disclosed in wrriting to the Company by the insured claimant prior to the date the Insured claimant became an insured under this policy;.
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy;or
(e) resulting in loss or damage which would not have been sustained If the insured claimant had paid value for the insured mortgage or
for the estate or interest insured by this policy.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the Inability or failure
of any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land Is situated.
5. Invalidity or unenforceabl6ty of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the
Insured mortgage and Is based upon usury or any consumer credit protection or truth in lending law.
6. Any claim,which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the
interest of the insured lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws.
EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART I
This policy does not Insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of:
III
1. Taxes or assessments Which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the
records of such agency or by the public records.
2. Any facts, rights,Interests,or claims Which are not shown by the public records but which could be ascertained by an inspection of the land
which may be asserted by persons In possession thereof,
3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and
which are not shown by the public records.
5. (a)Unpatentded mining claims; (b)reservations or exceptions In patents or in Ads authorizing the issuance thereof;(c)water rights,claims or
titre to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records.
' Y �� r r W ' r�� •cob
Exhibit A
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY(10-17-92)
AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY(10-17-92)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or
expenses which arise b reason of:
� Y
1. (a) Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations)
restricting,regulating,prohibiting or relating to(1)the occupancy,use,or enjoyment of the land;(11)the character,dimensions or location of
any improvement now or hereafter erected on the land;(ill)a separation in ownership or a change in the dimensions or area of the land or
any parcel of which the land is or was a part;or(iv)environmental protection,or the effect of any violation of these laws,ordinances or
govemmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting
from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a
defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of
Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding
from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without
knowledge.
3. Defects.liens,encumbrances,adverse claims or other matters.
(a) created,suffered,assumed or agreed to by the insured claimant;
(b) not known to the Company,not recorded in the public records at Date of Policy,but known to the Insured claimant and not disclosed In
writing to the Company by the insured claimant prior to the date the Insured claimant became an insured under this policy;
(c) resulting in no loss or damage to the Insured claimant;
(d) attaching or created subsequent to Date of Policy(except to the extent that this policy Insures the priority of the lien of the insured
mortgage over any statutory lien for services,labor or material or to the extent insurance Is afforded herein as to assessments for street
Improvements under construction or completed at Date of Policy);or
(e) resulting In loss or damage which would not have been sustained if the insured claimant had paid value for the Insured mortgage.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure
of any subsequent owner of the indebtedness,to comply with applicable doing business laws of the state in which the land Is situated.
S. Invalidity or unenforceability of the lien of the insured mortgage,or claim thereof,which arises out of the transaction evidenced by the
Insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6. Any statutory lien for services,labor or materials(or the claim of priority of any statutory lien for services,labor or materials over the lien of
the Insured mortgage)arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date
of Policy and Is not financed in whole or in part by proceeds of the Indebtedness secured by the Insured mortgage which at Date of Policy the
Insured has advanced or Is obligated to advance.
7. Any claim,which arises out of the transaction creating the interest of the mortgagee insured by this policy,by reason of the operation of
federal bankruptcy,state insolvency,or similar creditors'rights laws,that Is based on:
(1) the transaction creating the interest of the Insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer;or
(11) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination;or
(iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential
transfer results from the failure:
(a) to timely record the instrument of transfer,or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from
Coverage,the Exceptions from Coverage in a Standard Coverage policy will also Include the following General Exceptions:
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EXCEPTIONS FROM COVERAGE
This policy does not Insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies faxes or assessments on real
property or by the public records.
Proceedings by a public agency which may result In taxes or assessments,or notices of such proceedings,whether or not shown by the
records of such agency or by the public records.
2. Any facts,rights,Interests or claims which are not shown by the public records but which could be ascertained by an Inspection of the land or
by making Inquiry of persons in possession thereof.
3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records.
4. Discrepancies,conflicts In boundary lines,shortage in area,encroachments,or any other facts which a correct survey would disclose,and
which are not shown by the public records.
S. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or
title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records.
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Old Republic Title Company
Privacy Policy Notice
PURPOSE OF THIS NOTICE
Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or
through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third
party unless the institution provides you with a notice of its privacy policies and practices, such as the
type of information that it collects about you and the categories of persons or entities to whom it may
be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies
you of the privacy policies and practices of Old Republic Title Company.
We may collect nonpublic personal information about you from the following sources:
Information we receive from you such as on applications or other forms.
Information about your transactions we secure from our files, or from [our affiliates or] others.
Information we receive from a consumer reporting agency.
Information that we receive from others involved in your transaction, such as the real estate
agent or lender.
Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic
personal information will be collected about you.
We may disclose any of the above information that we collect about our customers or former
customers to our affiliates or to nonaffiliated third parties as permitted by law.
We also may disclose this information about our customers or former customers to the following
types of nonaffiliated companies that perform marketing services on our behalf or with whom we
have joint marketing agreements:
Financial service providers such as companies engaged in banking, consumer finance,
securities and insurance.
Non-financial companies such as envelope stuffers and other fulfillment service
providers.
WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR
ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW.
We restrict access to nonpublic personal information about you to those employees who need to
know that information in order to provide products or services to you. We maintain physical,
electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic
personal information.
ORT 287-C 5/07/01
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