Loading...
HomeMy Public PortalAboutResolution - 06-03- 20060112 - Driscoll Ranch Purchase RESOLUTION No. 06-03 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on January 12, 2006, at a Special Meeting thereof, by the following vote: AYES: J. Cyr, M. Davey, N. Hanko, L. Hassett, D. Little, K. Nitz, P. Siemens NOES: None ABSTAIN: None ABSENT: None ATTEST: APPROVED: ecretary ?esidenBoard of Directors Directors 1, 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. 9 Dis i lerk RESOLUTION 06-03 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING EXECUTION OF PURCHASE AGREEMENT AND RELATED DOCUMENTS; AUTHORIZING GENERAL MANAGER TO EXECUTE SPRINGWATER EASEMENT AGREEMENT,RESIDENTIAL LEASE AGREEMENT,AND ASSIGNMENT OF LEASES AND SECURITY DEPOSITS; AUTHORIZING GENERAL MANAGER OR APPROPRIATE OFFICER TO EXECUTE CERTIFICATES OF ACCEPTANCE OF GRANTS TO DISTRICT,AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (LA HONDA CREEK OPEN SPACE PRESERVE—DRISCOLL RANCH PROPERTY—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—Bargain Sale between Peninsula Open Space Trust, a California non-profit, public benefit corporation and Midpeninsula ninsulaRegional Open Space ace District a California public agency, a copy of which is attached hereto and by reference made a part hereof,and authorizes the General Manager or appropriate officers to execute the Agreement on behalf of the District, and authorizes General Manager or the President or appropriate officers to execute the Springwater Easement Agreement(Exhibit C to the Purchase Agreement)with Driscoll Ranches, LLC;the Assignment of Leases and Security Deposits(Exhibit H to the Purchase Agreement); and the Residential Lease Agreement(Exhibit D to the Purchase Agreement). I Section Two. The General Manager, President of the Board of Directors, or other appropriate officer are authorized to execute Certificates of Acceptance on behalf of the District for the conveyances approved in this transaction. 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 the time for close of escrow if necessary or appropriate. The General Manager and General Counsel are further authorized to approve any revisions to the attached Agreements and other transactional documents that do not significantly change any term or condition thereof. The General Manager is authorized to approve subleases under the residential lease agreement that are on a month-to-month basis, consistent with the terms of the Residential Lease Agreement, and within the General Manager's statutory contracting authority of $25,000. The General Manager is authorized to execute such other transactional documents that 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$25,000 to cover the cost of title insurance,escrow fees, and other miscellaneous costs related to this transaction. Section Five. It is intended, reasonably expected,and hereby authorized that the District's general fund will be reimbursed in the amount of$25,455,000 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. PURCHASE AGREEMENT—BARGAIN SALE This Agreement (hereinafter called "Agreement") is made and entered into, effective as of the date of the District's signature below, 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 formerly known as the "Driscoll Ranch" which has open space, agricultural, 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 and agricultural 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: Agreement of Sale. A. 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 Purchase Agreement Page I Mateo, State of California, containing approximately three thousand six hundred sixty and seven hundredths (3,680.7) acres, more or less, and commonly referred to as San Mateo County Assessor's Parcel Numbers 082-170-010, 082-170-040, 082-140-020, 078-270-010, 078-270- 020, 078-270-030, 078-290-010, 078-290-020, 078-290-030 and 078-290-060. Said real property is further described in the Legal Description attached to Preliminary Report Number 0353001952 from Old Republic Title Company dated October 14, 2005 ("the Preliminary Report"). A copy of said Preliminary Report is attached hereto as Exhibit "A", and incorporated herein by this reference. B. Description of the Property. The Property to be sold and purchased under this Agreement consists of the following, all of which shall hereinafter be called "The Property": (i) Land. The land described in Section I.A. (ii) Appurtenances. Any and all privileges, rights of way, rights of use, licenses, or easements appurtenant to the Property, including, without limitation an appurtenant access easement seventy(70) feet in width across the existing road within the southwest comer of San Mateo County Assessor's Parcel Number 082-140-010, all mineral rights, all development rights, and all water rights. (iii) Improvements. Any and all improvements and fixtures attached to the Property, including, without limitation, all buildings, structures, barns, fences, utility systems, and water tanks, troughs, pipelines, and systems. (iv) Personal Property. Any and all personal property ("Personal Property") and intangible property owned by POST located on or in or used in connection with the Property. Personal Property shall include, without limitation, the following: (a) All rights under the Leases defined in Section 3.13; (b) All licenses and permits related to the property; and (c) All Personal Property listed in the Bill of Sale attached hereto as Exhibit B and incorporated by this reference. 2. Purchase Price, The total purchase price ("Purchase Price") for the Property shall be Nine Million and No/100 Dollars ($9,000,000.00), which shall be paid in cash at the"Closing" as defined in Section 5.0 hereof. 3. District's Closing Conditions. All obligations of District under this Agreement are subject to the fulfillment, before or at the Closing, of each of the following conditions ("District's Closing Conditions"). District's Closing Conditions are solely for District's benefit and any or all of the District's Closing Conditions may be waived in writing by District in whole or in part without prior notice. A. Title. It is the District's Closing Condition that, on the Closing Date, POST convey to District marketable fee simple title to the Property by execution and delivery of a Grant Deed including, without limitation, an appurtenant access easement seventy (70) feet in width across the existing road within the southwest comer of San Mateo County Assessor's Parcel Purchase Agreement Page 2 Number 082-140-0 10 in form and substance acceptable to the District and cause to be delivered to District from Old Republic Title Company,436 Purissima Street, Half Moon Bay, CA 94019, 650-726-9095, Escrow Number 353001952, or other title company acceptable to District and POST (the "Title Company"), a CLTA Standard Policy of Title Insurance ("Title Policy"), dated as of the Closing, insuring District in the full amount of the Purchase Price, insuring title to the Property vested in fee simple in District, subject only to 0) Current real property taxes; (ii) Exceptions Numbers 17, 19, 20, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 34, 36, 37, 39, 40, 42, and 45 as listed in the Preliminary Report; and (iii) Such additional title exceptions as may be approved in writing by District prior to the Closing as determined by the District in its sole discretion(the "Permitted Exceptions"). The Title Policy must also include such endorsements or guaranties as District may request. POST must deliver to the Title Company such instruments, documents, releases, and agreements and perform such other acts as Title Company may reasonably require in order to issue the Title Policy. B. Springwater Easement Agreement. District shall have received a non-exclusive Springwater Easement Agreement between District and Driscoll Ranches LLC for the purpose of providing spring water for existing equestrian, ranch, and residential use in substantially the same form set out in Exhibit C, attached hereto and incorporated by this reference. C. Residential Rental Agreement. District shall have received an executed Residential Rental Agreement between District and Driscoll Ranches LLC in substantially the same form set out in Exhibit D, attached hereto and incorporated by this reference. D. Leases, Subleases, and Licenses. POST shall have delivered to District accurate and complete copies of all leases, subleases, and licenses (i) between POST and any tenants or occupants of the Property, and (ii) any other leases, subleases or licenses concerning the Property that are in the possession of POST (collectively"the Leases"), copies of which shall be attached hereto as Exhibit E and incorporated by this reference, together with a list of all tenants, subtenants, occupants, and licensees of the Property of which POST has knowledge (collectively "Tenants"). The list of such Tenants shall be set out in Exhibit F, attached hereto and incorporated by this reference. E. Tenant Estoppel Certificates. POST shall have delivered to District an Estoppel Certificate from each Tenant of the Property identified in Subsection 3.13 (i) above in substantially the same the form set out in Exhibit H, attached hereto and incorporated by this reference, or such other form as is acceptable to District. F. Delivery of Documents. POST shall have delivered, or made available, to District all documents in its possession, or reasonably obtainable by POST, concerning the Property, including, in addition to the foregoing and without limitation, surveys, reports, tests, agreements, Purchase Agreement Page 3 contracts, licenses, permits, plans, tax bills, and any documents related to the physical, geotechnical, environmental, and legal condition of the Property. 4. POST's Closing Conditions. POST's obligation to sell the Property is expressly conditioned on the fulfillment of each condition precedent at or before the Closing"(POST's Closing Conditions"). POST's Closing Conditions are solely for POST's benefit and any of POST's Closing Conditions may be waived in writing by POST in whole or in part without prior notice. A. Approval of District's Closing Conditions. It is POST's Closing Condition that District must have acknowledged its approval or waiver of all District's Closing Conditions as required under Section 3. B. Purchase Price. District must have delivered the Purchase Price to Escrow. C. Delivery of Closing Documents and Funds. District must have delivered to Escrow the documents and funds specified in Section 5.E. 5. Closing. A. Escrow. Promptly upon execution of this Agreement, in accordance with Section 13.A herein, an escrow shall be opened at the Title Company(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. B. Consummation of Purchase and Sale. 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. Closing Definitions. (i) Definition. The "Closing"means the exchange of money and documents as described in this Section 5, and shall be deemed to have occurred when POST's Grant Deed to District has been recorded, the Escrow Holder holds and can record and deliver the remaining documents described in this Section 5, the Title Company is irrevocably and unconditionally committed to issue the Title Policy, and District has delivered the Purchase Price in immediately available funds to Escrow Holder. (ii) Closing Date. POST and District agree that the Closing shall occur on the "Closing Date." The Closing Date shall be on or before the close of business forty-five (45) days Purchase Agreement Page 4 following the fulfillment of the District's Closing Conditions as set forth in Section 3,but no later than March 31, 2006, provided, however, that the parties may, by written agreement, extend the time for Closing. D. POST's Deposit of Documents and Funds. POST must deposit into Escrow the following documents duly executed by POST in form and substance reasonably satisfactory to District: (i) Grant Deed. The duly executed and acknowledged Grant Deed and appurtenant access easement, conveying the Property to District subject only to the Permitted Exceptions. (ii) Bill of Sale. A duly executed bill of sale, in the form attached to this Agreement as Exhibit B conveying the Personal Property to District free and clear of liens, encumbrances, and restrictions of every kind and description("Bill of Sale"). (iii) Lease Assignment. A duly executed Assignment of Leases, in the form attached to this Agreement as Exhibit H, assigning to District POST's interest as lessor in all the Leases ("Lease Assignment"). (iv) Tenant Estoppel Certificates. Duly executed Tenant Estoppel Certificates as set out in Section 3.13 and attached as Exhibit G. (v) Leases. The original Leases as set out in Section 3.13 and attached as Exhibit E. (vi) Additional Documents. Such additional documents, including written Escrow instructions consistent with this Agreement, as may be necessary or desirable to convey the Property in accordance with this Agreement. E. District's Deposit of Documents and Funds. District shall deposit into the escrow on or before the Closing: (i) Certificate of Acceptance. The required Certificate of Acceptance for the Grant Deed, duly executed by District and to be dated as of the Closing. (ii) Purchase Price. District's check payable to Escrow Holder in the amount of Eight Million Nine Hundred Ninety-Nine Thousand and No/I 00 Dollars ($8,999,000.00), which is the balance of the Purchase Price of Nine Million and No/100 Dollars ($9,000,000.00) as specified in Section 2. The balance of$1,000 is paid into escrow in accordance with Section 13 of this Agreement. (iii) Assignment of Leases. A fully executed Assignment of Leases in the form attached to this Agreement as Exhibit H. (iv) Spring-water..Easement Agreement. A fully executed Springwater Easement Agreement in the form attached to this Agreement as Exhibit C. Purchase Agreement Page 5 (v) Residential Rental Agreement. A fully executed Residential Rental Agreement in the form attached to this Agreement as Exhibit D. (vi) Conveyance Documents. Such documents, including written Escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement. F. Closing. When the Escrow Holder receives all required documents and funds identified in Sections 5.1) and 5.E, Title Company is ready, willing, and able to issue the Title Policy, then, and only then, the Escrow Holder shall close Escrow by: (i) Recording the Grant Deed and Certificate of Acceptance. (ii) Recording the Springwater Easement Agreement. (iii) Recording the Lease Assignment. (iv) Issuing the Title Policy to District. (v) Delivering to District the Lease Assignment, the Bill of Sale,the original Leases, the Tenant Estoppel Certificates, copies of all recorded documents related to the transfer or encumbering of the Property, and a copy of POST's Escrow Instructions. (vi) Paying the Purchase Price to POST minus prorations under Section S.E. (vii) Thereafter, Escrow Holder shall deliver signed closing statements showing all receipts and disbursements to District and POST. G. Deliveries Outside Escrow. POST agrees to deliver the following to District outside Escrow within ten (10) business days after Closing: Letters in form and substance satisfactory to District, signed, and stamped by POST and addressed to the Tenants at the Property, stating that the Property has been sold to District and that all rents should be paid to District after the Closing Date ("Tenant Notices"). H. Prorations. 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 of the Property shall be pro-rated through escrow between District and POST as of the Closing based up on the latest available tax information using the customary escrow procedures. I. 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 Purchase Agreement Page 6 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. Escrow Holder shall return all monies, documents, or other materials deposited into escrow to the party depositing the same. 6. 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 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 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. 7. POST's Representations and Warranties. POST hereby represents and warrants, to the best of its knowledge, that each of the following is true as of the Effective Date and the Closing Date, all of which shall survive Close of Escrow and each of which is material and is being relied upon by District: A. Compliance with Laws. Except as set out in Subsection 7.M herein, neither the Property nor its operation violates any applicable laws, ordinances, rules, or regulations, and POST has not received any request, oral or written, that POST modify or terminate any use of the Property. B. Documents. All Documents delivered or made available to District under Section 3, and all other documents delivered to District by or on behalf of POST, are true, correct, and complete copies of what they purport to be. The documents delivered or made available by POST to District are all the material documents concerning the Property in POST's possession or under its control. C. Leases. POST has delivered to District true, accurate, and complete copies of all Leases, and there are no written or oral leases, subleases, occupancies, or tenancies in effect pertaining to the Property except as stated in the Leases. Other than the Tenants or occupants set out on the Tenant List set out in Exhibit G herein, there are no other tenants, subtenants, or licensees of all or any portion of the Property. The Leases are in full force and effect; no party to the Leases is in default under the Leases; and the Leases are subject to no defenses, setoffs, or counterclaims for the benefit of the tenants under the Leases; and no rent has been prepaid nor concessions given to the tenants under the Leases except as disclosed in the Leases. No tenant of the Property is the subject of a bankruptcy or insolvency proceeding. POST may not modify, Purchase Agreement Page 7 cancel, amend, or extend any Lease or waive any rights under the Leases or enter into any new tenant lease between the Effective Date and the Closing Date without District's prior written approval, which approval shall not be unreasonably withheld. POST is in full compliance with all of the landlord's obligations under the Leases. D. Litigation. There is no pending or threatened private or governmental litigation by any governmental authority or person against POST relating to the Property. E. Other Proceedings. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or threatened against POST or POST's interest in the Property, nor are any such proceedings contemplated by POST. F. Government Action. POST has not received written notice of any plan, study, or effort by any government agency or party that in any way would materially affect the use of the Property or any portion of it for its current use or of any intended public improvements that would result in any charge being levied against, or any lien assessed on, the Property. G. Utilities. All water, sewer, gas, electric, telephone, drainage facilities, and all other utilities required by law or by the normal operation of the Property are adequate to service the Property in its present use and to permit full compliance with all requirements of law and normal usage by the tenants of the Property. H. Licenses. POST has all licenses, permits, easements, and rights of way, including building permits and occupancy permits that are required from any governmental authority having jurisdiction over the Property, or from private parties, in order to continue the present use of the Property. Such licenses, permits, easements, and rights-of-way shall be in full force and effect on the Closing Date. All permits, rights, and documents to be transferred to District at close of escrow have been fully paid for and are not subject to any liens, encumbrances, or claims of any kind, and their transfer and assignment do not require the consent of third parties other than as set forth in such documents or as required by law. POST has, and at close of escrow shall deliver to District, good and marketable title to all such permits, rights, and documents. 1. Development Rights. Neither POST nor any previous owner of the Property, except by operation of law, sold, transferred, conveyed, or entered into any agreement regarding "air rights," "excess floor area ratio," or other development rights or restrictions relating to the Property, except as otherwise expressly set forth in the Preliminary Report. J. Due Authorization. This Agreement and the performance of POST's obligations under it and all documents executed by POST that are to be delivered to District at the Closing are, or on the Closing Date shall be, duly authorized, executed, and delivered by POST and are, or at the Closing Date shall be, legal, valid, and binding obligations of POST, and do not, and on the Closing Date shall not, violate any provision of any agreement, articles, bylaws, or corporate resolutions to which POST is a party or to which POST or the Property is subject. No consent of any partner, shareholder, creditor, investor,judicial or administrative body, government agency, or other party is required for POST to enter into and/or to perform POST's obligations under this Agreement, except as has already been obtained. POST is a non-profit, public benefit Purchase Agreement Page 8 corporation organized, validly existing, and in good standing under the laws of the State of California. K. Title to the Property. POST has good and marketable title to the Property. There is no unrecorded or undisclosed legal or equitable interest in the Property owned or claimed by anyone other than POST,and no person or entity will, at the Closing, have any right to possession of the Property, except as disclosed by the Agreement or otherwise in writing to District. There are no unsatisfied mechanics' or materialmen's lien rights on the Property. No assessment lien or bond encumbers the Property, and no governmental authority has undertaken any action that could give rise to an assessment lien affecting the Property. L. Personal Property. No person or entity will, at the Closing, have any right to possession of the Personal Property included in the Purchase Price nor any liens or encumbrances affecting such Personal Property, except as disclosed by this Agreement or otherwise in writing to District. M. Hazardous Waste. (i) 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. (ii) Environmental Investigations. Two environmental investigations of the Property have been conducted by Erler& Kalinowsky Inc. ("EKI"); a Phase I Environmental Site Assessment dated August 1, 2001, and a Phase 11 Environmental Site Assessment dated October 25, 2005 (the "Site Assessments"). The Site Assessments have been provided to District. The Site Assessments conclude that certain Hazardous Waste is present on or in certain areas of the Property. (iii) All of POST's representations and warranties made in this Section 7.M are made specifically excluding the presence of the Hazardous Materials described in the Site Assessments, which are known to District. (a) 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. Purchase Agreement Page 9 (b) POST has not received any notice and no 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. N. Indemnity. 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, and claims for relocation payments or benefits pursuant to Government Code Section7260 et seq. to the extent arising from any breach of the warranties or representations contained in this Section 7. POST's obligation to indemnify, defend and hold harmless pursuant to this Section 7 shall not apply where, based on its own inspections, testing, evaluations and knowledge of the Property, District knew of the existence of any Hazardous Waste or underground storage tanks on, under, or about the Property prior to the Closing, including the information set out in the Site Assessments, or know of the existence of any fact or condition that rendered any of POST's representations or warranties incorrect. 8. District's Representations and Warranties. A. Due Authorization. This Agreement and the performance of District's obligations under it and all documents executed by District that are to be delivered to POST at the Closing are, or on the Closing Date shall be, duly authorized, executed, and delivered by District and are, or at the Closing Date shall be, legal, valid, and binding obligations of District, and do not, and on the Closing Date shall not, violate any provision of any agreement, articles, bylaws, or corporate resolutions to which District is a party or to which District or the Property is subject. No consent of any official, officer, partner, shareholder, creditor, investor,judicial or administrative body, government agency, or other party is required for District to enter into and/or to perform District's obligations under this Agreement, except as has already been obtained. B. Effect of Representations and Warranties. Each representation and warranty in this Section 8, (a) is material and is being relied on by POST, (b) is true in all respects as of the Effective Date, (c) shall be true in all respects on the Closing Date, and (d) shall survive the Closing, except as otherwise provided in this Agreement. 9. POST's Preclosing Covenants A. No Amendment or Agreements. On or after the Effective Date, POST shall not (a) amend or waive any right under any Document delivered to District under Section 3 or(b) enter into any lease or other agreement or any type affecting the Property that would survive the Closing Date, without District's prior written consent. Purchase Agreement Page 10 B. Insurance. Through the Closing Date, POST shall maintain or cause to be maintained in full force and effect comprehensive general liability casualty insurance, as well as other insurance on the Property in an amount equal to the full replacement cost of the Improvements, or such other amount as is acceptable to District C. Maintenance and Operation. POST, at its sole cost and expense, must operate the Property in substantially the same manner as it has operated the Property before the Effective Date and must maintain and keep the Property such that on the Closing Date the Property is in at least as good condition and repair as on the effective Date, reasonable wear and tear excepted. POST may not make any material alterations to the Property without District's prior written consent. D. Mechanics' Liens. Except for materials, supplies, or work provided or ordered for the Property at the request of or for the account of District, on or before the Closing, POST must (a) pay for all materials, supplies, and work provided or ordered for the Property for which a labor, materialman's, or mechanics' lien may be claimed under applicable law and (b) if required by the Title Company, provide the Title Company with such indemnifications or security as it may require to insure title to the Property at the Closing without exception for any unrecorded labor, materialman's, or mechanics' claim of lien. E. Licenses and Permits. POST shall use due diligence and its best efforts to keep in full force and effect, and shall renew, when necessary, all licenses and permits for the Property, if any exist. F. Notification. POST shall promptly notify District of any material change in any condition with respect to the Property or of any material event or circumstance that makes any representation or warranty of POST under this Agreement untrue or misleading. G. Estoppel Certificates. POST agrees to use its best efforts to obtain the estoppel certificates described in Section 3.E. H. Service Contracts. POST converiants and agrees that before the Closing Date it shall terminate all service contracts related to the Property except any that District has specifically elected to assume or continue. 10. "As Is" Purchase. Subject to POST's Closing Conditions under Section 4, the District's Closing Conditions in Section 3, and as a material inducement to POST's execution and delivery of this Agreement and performance of its duties under this Agreement: EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, DISTRICT HAS AGREED TO ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE ON AN"AS IS" BASIS. POST AND DISTRICT AGREE THAT THE PROPERTY SHALL BE SOLD"AS IS, WHERE IS, WITH ALL FAULTS" WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND, EXCEPT AS SET FORTH IN SECTION 7 OF THIS AGREEMENT, SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, Page I I Purchase Agreement MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND POST DISCLAIMS AND RENOUNCES ANY SUCH REPRESENTATION OR WARRANTY. H. 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 12. Miscellaneous Provisions A. Access for Investigations. 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; Purchase Agreement Page 12 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, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as follows: POST: Peninsula Open Space Trust 3000 Sand Hill Road Bldg. #1, Suite 155 Menlo Park, CA 94025 Attn: Audrey Rust, President Telephone: (650) 854-7696 Facsimile: (650) 854-7703 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: L. Craig Britton, General Manager Telephone: (650) 691-1200 Facsimile: (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. Page 13 Purchase Agreement 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. 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. 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. Purchase Agreement Page 14 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. Broker's Commission. Neither District nor POST has used or employed a real estate broker or agent in entering into this transaction. The parties mutually agree to indemnify, defend, and hold the other party harmless against any and all costs, liabilities, loss, damages, claims or causes of action which may result from any broker, agent or finder, licensed or otherwise, claiming through or by reason of the conduct of the other party in connection with this transaction. P. 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. Q. 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. R. 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 THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. II Purchase Agreement Page 15 i i 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_�el � DISTRICT INITIAL 13. Offer and Acceptance A. Acceptance. Provided t t this Agreement is executed by POST and delivered to District on or before December 30, 20 District shall have until midnight January 31, 2006 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 POST 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. B. Exhibits. The following Exhibits are attached to this Agreement and made a part hereof by reference: Exhibit A: Preliminary Report Exhibit B: Bill of Sale for Personal Property Exhibit C: Springwater Easement Agreement Exhibit D: Residential Rental Agreement Exhibit E: Leases Exhibit F: List of Tenants, Subtenants, Occupants and Licensees Exhibit G: Tenant Estoppel Certificate and Waiver of Relocation Benefits Exhibit H: Assignment of Leases and Security Deposits i Page 16 Purchase Agreement 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: Pr ent,0of Directors Audrey C. Rujoresident Date: Date: !Z • 2 •05' ATTEST: strict Date: ACCEPTED FOR RECOMMENDATION: C Michael C. Williams, Real Property Manager APPROVED AS TO FORM: Susan M. Schectman, General Counsel tENDE O PPROVAL: raitton, eneral Manage Purchase Agreement Page 17 ' EXHIBIT A ' ***M. OLD REPUBLIC TITLE COMPANY ** 436 Purissima Street• Half Moon Bay,CA•94019•(650)726-9095•Fax: (650)726-1216 PRELIMINARY REPORT FIRST AMENDED REPORT Issued for the sole use of: Our Order Number 0353001952-RL MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 330 DISTEL CIRCLE LOS ALTOS, CA 94022 Attention: Mike Williams When Replying Please Contact: Renee Lewis (650) 726-9095 Buyer: Mike Williams Property Address: Vacant Land - Driscoll, San Gregorio, CA 94074 [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 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 Polley of Tide 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 fonns 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 encumbrance 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 tide insurance, a Binder or Commitment should be requested. Dated as of October 14, 2005, at 7:30 AM OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached i Page 1 of 26 Pages ORT 1 -A(Rev. 51/00 1 EXHIBIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT The form of KY I' of title insurance contemplated by this report Is: policy 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 II III, V,VI, VH, VIII, IX,X, XI, XII, )(III and XV; An Easement as to Parcels IV and )(IV. Title to said estate or Interest at the date hereof is vested in: Peninsula Open Space Trust, a California nonprofit 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 I: BEGINNING at a point on the Northwest comer of 451.32 acres of land allotted by said referees to the Estate of Bums John; thence North 50 East 63.38 chains to the North boundary of the said San Gregorio Ranch, being the Northeast comer of 254.95 acres of lard allotted to said Dubs from which an oak tree marked with a cross bears North 50 East distant 131 links; thence on said boundary of said Rancho, East at 58 chains to a point on the East side of the County Road leading from the residence of John Lews to Redwood City and from which a redwood tree marked with three notches bears South 58-3/40 East distant 22 links, at 58.96 chains the center of the San Gregorio Creek or Arroyo Honda; thence along the center of said Arroyo the following courses and distances viz: South 9-1/20 East 1.96 chains, South 22-1/40 East 1.63 chains, South 410 West 1.69 chains, South 39-1/40 West 1.39 chains, South 100 East 1.16 chains, South 1/20 East 3.13 chains, South 450 East 1.01 chains, South 64-1/20 East 1.25 chains, South 180 West 2.03 chains, South 2-3/40 East 81 links South 420 East 1.70 chains, alder tree marked, South 3/4 East 2.25 chains, South 40-1/40 East 1.32 chains, South 67-1/20 East 1.89 chains, South 27-1/20 East 2.35 chains, South 200 West 2.23 chains, South 550 East 1.46 chains, North 850 East 1.25 chains, South 50 East 1.89 chains, South 21-1/40 West 1.37 chains, South 61 3/40 East 2.91 chains, South 29-3/40 East 4.50 chains, South 38-1/20 East 1.28 chins, South 580 East 2.15 chains, South 19-1/20 West 1.52 chains, South 30-1/20 East 2.07 chains, South 26-1/40 East 1.26 chains, South 4-1/40 East 3.38 chains, South 390 East 40 links, oak tree marked at bear trap, South 13-1/20 East 2.42 chains South 50-1/2 East 1.21 chains to an alder tree marked North 310 East 2.47 chains, South 880 East 77 links, South 21-1/20 East 2.69 chains to redwood post and stones at junction of Woodruffs Gulch, South 51- 1/20 West 3.45 chains, South 33-1/20 East 3.65 chains, South 59-1/40 East 2.95 chains, South 60-1/20 West 4.35 chains, South 7-1/40 East 3.67 chains, South 57-1/4° West 2.61 chains to an alder tree marked South 590 East 4.25 chains, South 110 West 26 links to the Northeast comer 451.32 acres allotted by the aforesaid referees to the Estate of Burns John; theme on the North boundary of said 451.32 acres, West 84.54 chains to the point of beginning. EXCEPTING THEREFROM two parcels of land for highway purposes described in the Deed from Frank P. Guerra to the County of San Mateo, recorded April 8, 1949 in Book 1646 of Official Records at Page 206, Records of San Mateo County, California, containing 0.2 acres and 0.3 acres, more or less. SUBJECT TO an existing road in the Northeast comer of said parcel presently serving the lands to the North owned by the Mid-Peninsula Regional Open Space District. Page 2 of 26 Pages ORT 15 - EXHIBIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT APN: 078-290-020 JPN: 78-29-290-02 PARCEL II: BEGINNING at a point on the West boundary of 451.32 acres of land allotted to the heirs of Bums John and Said point being the Southeast corner of 254.95 acres allotted to Michael Dubs, by said references; thence on the South boundary of said 254.95 acres West 57.35 chains to a point in the center of Harrington Creek; thence down said creek in the center thereon the following courses and distances: South 16-1/20 West 3.26 chains, South 14-1/20 West 2.37 chains, South 13-1/20 East 2.78 chains, South 26-1/40 East 67 links, South 34-1/20 West 1.40 chains, South 670 West 3.16 chains, South 11-1/40 East 2.69 chains, South 29-3/40 1.91 chains, South 6-1/40 West 97 links to large falls; South 200 West 96 links on falls South 50 West 1.34 chains to point below said falls, South 35-3/40 West 2.36 chains, South 16-1/20 West 2.17 chains, South 1-3/4 East 2.49 chains, South 23-1/40 West 1.31 chains, South 39-1/40 East 1.33 chains, South 840 East 88 links, South 17- 1/40 East 2.22 chains, South 260 East 1.48 chains, South 14-3/40 East 1.86 chains, South 20-1/2*West 1.47 chains, South 22-1/40 East 1.77 chains, South 63-1/40 East 93 links, South 600 East 94 links to a sulphur spring, South 70 East 1.69 chains, South 6-1/20 West 71 links; South 210 East 1.69 chains, South 100 East 1.29 chains, South 6-1/20 East 2.06 chains, South 17-3/40 West 1.22 chains, South 1/30 East 2.80 chains, South 52-1/20 West 1.02 chains, South 27-1/20 East 1.88 chains; South 16-1/20 East 57 links, South 21-1/20 West 85 links, South 26-3/40 East 78 links, South 85-1/20 East 50 links, North 700 East 2.01 chains, South 86- 3/40 East 1.91 chains; South 24-1/20 West 76 links, South 14-1/2* West 1.06 chains, South 600 East 80 links to a soft maple or box alder tree, and marked with a cross at comer of a bridge and on Northerly side of road leading from San Gregorio to R. Ray's House; thence down a branch of the San Gregodo Creek, North 58-1/40 East 2.46 chains to an alder tree marked R. R. at junction of creek; thence up branch of San Gregorio Creek, North 54-3/40 East 11.40 chains; North 48-1/40 East 4.64 chains, North 46-1/40 East 7.07 chains, North 380 East 7.35 chains, North 68-1/40 East 10.69 chains, South 620 East 8.28 chains, North 73-3/40 East 9.65 chains to a point on creek and Westerly boundary of 451.32 acres; thence North 34.32 chains to place of beginning. Courses expressed by true meridian. EXCEPTING FROM said Parcel II as follows: (a) Lands described in the Deed from William Hughes and wife to Julia C. Lyon, dated April 3, 1907 and recorded April 4, 1907 in Book 137 of Deeds at Page 428, Records of San Mateo County, California. Containing 17.16 acres of land, more or less. (b) Lands described in the Deed from William Hughes and wife to John A. Lyon, dated August 31, 1905 and recorded September 2, 1905 in Book 117 of Deeds at Page 466, Records of San Mateo County, California. Containing 21 acres of land, more or less. APN: 078-290-030 JPN: 78-29-290-03 PARCEL III: A portion of the San Gregorio Rancho confirmed to Salvador Castro and allotted to Martha Roy, Oscar S. John, Della John, Emma L. John and Fanny John, by A.B. Easton, George Carter and Joseph Sealer, referees appointed by the 12th District Court, San Mateo County, bounded and described as follows, viz: BEGINNING at an alder tree marked J.J. standing on the West side of the Arroyo Honda on San Gregorio Creek, and being the Southeast comer of a tract of land surveyed by W. W. Dod and described in Deed from Henry Williams to Page 3 of 26 Pages ORT 3158-B EXHI*BIT A' OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT Bums John and Michael Dubs, bearing dated of January 4, 1858 and from which said tree and comer of an alder tree 40 inches in diameter marked S.G.4 bears South 250 West distant 71 links; thence West 35.66 chains intersects the South boundary of the San Gregorlo Rancho; thence on said boundary of said Rancho North 870 West 33.47 chains; thence North 42.67 chains; thence North 50 East 15.30 chains to the Southwest comer of 451.32 acres of land allotted to Michael Dubs, by said referees; thence East 84.57 chains to the Southeast comer of said 451.32 acres of land in the San Gregorio Creek; thence down the center of said creek the following courses and distances; South 110 West 2.44 chains, South 67-3/40 West 5.37 chains, South 510 West 3.65 chains, South 44-1/40 West 5.41 chains, South 620 East 2.97 chains, South 42-1/20 East 1.25 chains, South 19-1/40 West 2.29 chains, South 57-1/2" East 2.52 chains, South 55-1/20 West 2.68 chains, South 64-1/20 West 1.18 chains, South 200 East 1.10 chains, South 880 East 2.96 chains, South 3+1/4* East 2.28 chains, South 2-1/20 West 2.45 chains, North 89-1/40 East 2.58 chains, North 86-1/20 East 2.19 chains, South 100 West 2.46 chains, South 890 West 4.78 chains, South 1+14/10 West 2.31 chains, South 20 East 2.95 chains, South 270 East 3.66 chains, South 49-1/40 West 2.61 chains, South 43-1/40 East 4.14 chains, South 31-3/40 West 3.50 chains, South 69-3/40 West 4.50 chains, South 83-1/20 West 2.32 chains, South 31-1/20 West 2.61 chains, South 67-1/20 West 4.70 chains, South 13-1/20 West 2.87 chains, South 86-3/4*West 3.29 chains, South 200 East 3.88 chains, South 73-1/20 East 2.29 chains, South 370 East 3.38 chains, South 20 East 2.36 chains, South 55-1/210 West 2.50 chains, North 26-1/20 West 4.81 chains, South 75-1/40 West 2.39 chains to the point of beginning. Courses expressed by the true meridian. EXCEPTING THEREFROM the following: (a) Lands described in the Deed from William Hughes to Henry Hillebrand, dated March 30, 1896 and recorded April 21, 1896 in Book 72 of Deeds at Page 404, Records of San Mateo County, California. (b) Lands described in the Deed from William Hughes to Mary E. Kessing, dated May 14, 1899 and recorded May 14, 1898 in Book 77 of Deeds at Page 330, Records of San Mateo County, California, being what is known and used as Pioneer Camping Grounds on La Honda Creek. (c) Lands described in the Deed from Filomena Guerra, et al, to County of San Mateo for road purposes, dated August 6, 1940 and recorded August 13, 1940 in Book 910 of Official Records at Page 335, Records of San Mateo County, California. (d) Lands described in Parcels I and II of the Deed from Filomena Guerra, et al, to County of San Mateo for road purposes, recorded July 5, 1949 in Book 1683 of Official Records at Page 537, Records of San Mateo County, California. (e) Lands conveyed from Filomena Guerra, et al, to the La Honda School District, an elementary school district, by Deed dated June 25, 1958 and recorded December 5, 1958 in Book 3506 of Official Records at Page 199, (File No. 99402-Q), Records of San Mateo County, CallIbmia. (f) Lands conveyed from Rudolph Weyerhaeuser Driscoll to Henry Enos Cunha, et ux, by Deed dated February 23, 1972 and recorded March 1, 1972, Book/Reel 6102 of Official Records at Page/Image 462, (93294-AE) Records of San Mateo County, California. APN: 078-290-060 JPN: 78-29-290-06 PARCEL IV: Page 4 of 26 Pages ORT 3158-8 EXH1131T A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT A non-exclusive easement for ingress and egress and public utilities over the following described strip of land: BEGINNING at the Northerly comer of Parcel I described in the Deed to Henry Enos Cunha, et ux, dated February 23, 1972 and recorded March 1, 1972, Book/Reel 6012 of Official Records at Page/Image 462, (93294-AE) Records of San Mateo County, California, and running thence along the most Northeasterly line of said parcel, South 35* 00' 00" East 50.74 feet; thence leaving said Northeasterly line along a line parallel to the Northwesterly line of said parcel distant 50.00 feet measured Southeasterly and at right angles therefrom, South 64* 48' 46" West 907.81 feet, thence leaving said line along a line parallel to the Southerly line of said Parcel I, North 890 06' 07"West to its intersection with the aforementioned Northwesterly line of said parcel; thence Northeasterly along said Northwesterly line to point of beginning. PARCEL V: A portion of the San Gregorio Rancho, confirmed to Salvador Castro and allotted to Michael Dubs by A. S. Easton, George Carter and Joseph Seales, referees appointed by 12th District Court, San Mateo County, California, surveyed May, 1871 by A. S. Easton, bounded and described as follows: BEGINNING at a point on the North boundary of the San Gregorio Rancho and said point being the Northwest comer of 451.32 acres of land allotted to Michael Dubs by said referees and from which point an oak tree marked with a cross bears North 50 East distant 131 links; thence on said boundary line of the San Gregorio Rancho West 17.72 chains to the center of the Harrington gulch or creek; thence down the center of said creek the following courses and distances: South 220 East 1.00 chains, South 37-1/20 East 1.50 chains, South 31-1/40 East 1.30 chains, South 410 West 1.30 chains, South 1-1/4* East 70 links, South 180 West 1.47 chains, North 870 West 1.42 chains, South 48-3/40 West 95 links, South 27-3/4*West 1.22 chains, South 9* East 2 chains, South 61 East 92 links, South 15-3/40 West 84 links, South 220 East 2.66 chains, South 490 East 1.41 chains, South 1.75 chains, South 1-1/40 East 2.04 chains, South 41-1/2*West 22 links, South 7-3/40 West 1.42 chains, South 49-3/40 West 2.44 chains to an alder tree marked North 7+1/20 West 1.72 chains, South 51-1/40 West 2.50 chains, South 170 West 1.70 chains, South 33-1/20 West 1.14 chains, South 48-1/20 West 1.34 chains, South 7-1/20 West 3.00 chains at crossing and trail, South 100 West. 187 chains alder tree, North 570 West 1.09 chains, South 38-1/20 West 2.19 chains, South 37-1/20 East 1.50 chains, large alder tree marked South 110 West 1.98 chains, North 96-1/20 West 1.12 chains, North 860 West 1.32 chains, South 160 West 1.06 chains, South 760 East 1.36 chains, South 12-1/40 East 1.04 chains, South 7+1/20 West 2.02 chains, South 17-1/40 East 72 links, South 57-1/40 East 1.26 chains, South 53-1/20 West 1.07 chains, North 83-1/20 West 1.09 chains, North 530 West 1.00 chains, South 17-1/40 West 1.35 chains, South 540 East 1.37 chains, South 67-3/40 West 1.59 chains, South 590 West 1.00 chains, South 41-1/40 chains, South 7-3/40 East 1.08 chains, South 40-1/21 West 84 links, South 10-1/20 West 59 links, South 48-1/20 East 47 links, South 76- 3/40 East 1.00 chain, South 13-3/40 West 1.77 chains, North 57-3/40 West 3.20 chains, South 540 East 1.75 chains, South 3+1/40 West 90 links, South 100 West 2.10 chains, South 8-1/20 East 1.40 chains, North 59- 1/40 West 1.29 chains, North 35-1/40 West 73 links South 52-1/20 West 38 links, South 1-1/21 East 1.10 chains, South 42-1/41 East 161.chains, South 400 East 50 links, South 45* West 2.25 chains, South 83-1/20 West 1.36 chains, South 68-1/20 West 12.02 chains, South 5-1/20 East 72 links, South 230 East 1.10 chains, South 50-1/4- West 1.00 chains, South 61-1/20 West 1.48 chains, North 880 West 1.72 chains, North 90 West 45 links, North 12* East 1.01 chains, South 57-1/20 West 1.90 chains, South 30 West 1.96 chains, South 38- 1/20 West 1.02 chains, South 8+1/20 West 62 links, South+1/20 West 86 links, South 63* East 1.83 chains, South 1-1/20 East 77 links, North 88-3/40 West 1.37 chains, South 51-3/40 West 1.18 chains, South 120 East 42 links, South 570 East 1.55 chains, South 39-1/20 West 1.72 chains, South 40-140 West 1.10 chains, South 700 West 1.87 chains, South 270 West 1.37 chains, South 70-3/40 West 1.64 chains, North 87-1/20 West 1.04 chains, South 180 West 1.69 chains, South 44-3/4* West 2.16 chains, South 620 West 2.00 chains, South 59- Page 5 of 26 Pages ORT 3158-B EXHIBIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 1/40 West 1.83 chains, above falls, South 47-1/40 West 2.05 chains, South 29-3/40 West 1.22 chains, South 74-1/40 West 2.56 chains, South 46-1/40 West 2.09 chains, South 26-1/40 West 2.06 chains, South 26-1/40 West 2.06 chains, South 16-1/20 West 46 links to a point in the center of Harrington Creek, Wing the Northwest comer of 254.95 acres of land allotted to the Estate of Burns John by aforesaid referees; thence leaving said creek and on the Northerly boundary of said land East 57.37 chains to a point on the West boundary of 451.32 acres allotted to the Estate of said John; thence North 6.68 chains; thence North 50 East 78.68 chains to the point of beginning. APN: 078-290-010 JPN: 78-29-290-01 PARCEL VI: Portion of the San Gregorio Ranch and of Sections 3 and 4,Township 7 South, Range 4 West, Mount Diablo Base and Meridian, commonly known as the Seale Ranch and more particularly described as: BEGINNING at the Northeasterly corner of the Springer Tract, now or formerly the lands of R.A. and M.F. Silva and running thence South 320 East and along the Northerly boundary line of said lands of Silva, 1586.6 feet to a point, from which a large pine marked with three notches bears South 320 East 5 feet; thence North 610 50' East 169 feet to a point in the Harrington Creek; thence Northeasterly on and,along the center of said Harrington Creek, the following courses and distances: North 100 39' East 391.30 feet, thence North 410 25' East 192.90 feet; thence North 69* 48' East 171.23 feet; thence North 370 08' East 195.73 feet; thence North 610 10' East 254.70 feet; thence North 520 08' East 227.37 feet; thence North 23* 16' East 122.95 feet; thence North 810 13' East 160.75 feet; thence North 320 53' East 151.19 feet; thence North 610 47 East 162.53 feet; thence North 30 02' East 348.36 feet; thence North 290 27' East 224.71 feet; thence South 820 17' East 130.25 feet, thence North 320 57' East 218.39 feet; thence North 210 21' West 117.00 feet; thence North 730 51' East 164.21 feet; thence North 250 29' East 182.53 feet; thence North 50 25'West 116.47 feet; thence North 460 11' East 128.83 feet; thence North 130 50' East 302.23 feet; thence North 250 09' East 289.08 feet; thence North 360 11' East 350.18 feet; thence North 100 36' West 176.88 feet; thence North 500 18' East 136.06 feet; thence North 200 36' East 119.88 feet; thence North 70 09' East 111.16 feet; thence North 830 1 V East 83.20 feet; thence North 30 45' West 135.70 feet; thence North 2-30 08' East 190.79 feet; thence North 500 30' East 56.52 feet; thence North 260 39' East 241.61 feet; thence North 680 55' East 153.53 feet, North 710 35' East 158.59 feet; thence North 110 33' East 143.40 feet; thence North 50 W West 233.23 feet; thence North 270 41' West 214.20 feet; thence North 30 49' East 141.27 feet; thence North 60 12' West 182.99 feet; thence North 360 50' East 143.69 feet; thence North 250 East 148.49 feet; thence North 10 35' East 40.94 feet; thence North 360 29' West 122.47 feet; thence North 150 15'West 90.33 feet to a point in the Northerly boundary of the San Gregono Ranch; thence North 890 52' East, on and along said Northerly boundary of said Ranch, 1246.98 feet to the Southeasterly corner of Lot 3 in Section 3,Township 7 South, Range 4 West, M.D. M.; thence North 00 08' West 1196 feet; thence South 890 52' West 1328 feet to the Northwesterly corner of said Lot 3; thence North 0* 08' West 1320 feet; thence South 890 52"West 1320 feet to a point on the dividing line between Sections 3 and 4,Township 7 South, Range 4 West, M.D.M.; thence North 00 08' West 1152.09 feet to a point on the Northerly boundary of the lands described in Deed from Uoyd Tevis to H.W. Seale; thence North 580 00' West 687.87 feet; thence North 730 00' West 940.50 feet; thence West 1650.00 feet; thence South 750 00' West 940.50 feet; thence South 520 00' West 489.65 feet to an alder tree 3 feet in diameter, standing at the junction of the Bogess Creek and a ravine running along the Northerly boundary of the Seale Ranch; thence Southeasterly on and along the center of said Bogess Creek, the following courses and distances: South 300 38' West 168.11 feet; thence South 100 00' West 423.82 feet; South 270 59' West 77.42 feet; South 190 41' West 269.01 feet; South 230 53' West 107.88 feet; South 380 Page 6 of 26 Pages ORT 3158-B EXHI'BIT A' OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 41'West 171.76 feet; South 170 32West 83.40 feet; South 54* 42' West 126.62 feet; South 290 51' West 129.08 feet; South 66* 07' West 112.45 feet; South 620 27' West 203.53 feet, South 71 53' West 112.54 feet; thence South 630 1" West 109.77 feet; thence South 290 17' West 164.73 feet; thence South 60 41' West 192.38 feet; thence South 820 03' West 211.72 feet; thence South 570 21' West 507.02 feet; thence South 390 21' West 225.00 feet; thence South 40 20' West 331.91 feet; thence South 90 11' East 459.70 feet, thence South 45* 09' East 193.53 feet; thence South 180 25' West 264.85 feet; thence South 80 17' East 199.24 feet; thence South 130 23'West 500.84 feet; thence South 00 21' West 668.10 feet, thence South 280 38' West 294.40 feet to a point from which a laurel tree 16 inches in diameter, marked with three notches and standing in the East bank of said Bogess Creek, bears South 130 17' East 31.20 feet; thence leaving said Bogess Creek and running along the Northerly line of Springer Tract now or formerly lands of R.A. and M.F. Silva South 50* 30' East 4965.80 feet to the point of beginning. EXCEPTING THEREFROM so much as may lie Southwesterly of the boundary line as described in, and established by that certain Agreement between Carter H. Lane, et ux and Albert I Wool, et ux, recorded on September 13, 1965in Book 5025 of Official Records at Page 387 (File No. 89852-Y), Records of San Mateo County, California and re-recorded on September 21, 1965 in Book 5031 of Official Records at Page 207 (File No. 93012-Y), of San Mateo County, California. APN: 078-270-010 JPN: 78-27-270-01 078-270-020 78-27-270-02 078-270-030 78-27-270-03 PARCEL VII: All that certain real property lying Southwesterly of the general Southwesterly boundary line of the lands described in that certain Deed to Albert J. Wool, et ux, recorded on November 27, 1959 in Book 3712 of Official Records at Page 150 (File No. 8723-S), Records of San Mateo County, California; and Northeasterly of the boundary line as described in, and established by that certain Agreement between Carter H. Lane, et ux and Albert J. Wood, et ux, recorded on September 13, 1965 in Book 5025 of Official Records at Page 387 (File No. 89852-Y), Records of San Mateo County, California and re-recorded on September 21, 1965 in Book 5031 of Official Records at Page 207 (File No. 93012-Y), Records of San Mateo County, California, and lying between the centerline of Bogess Creek and the centerline of Harrington Creek. APN: 082-170-010 (Portion) JPN: 82-17-170-01 (Portion) PARCEL VIII: BEGINNING at the point of intersection of the Northerly boundary line of that certain 9.49 acre parcel conveyed from Carter H. Lane and Ethel Leona Lane, his wife, to the County of San Mateo, for the alignment of La Honda Road, by Deed dated November 12, 1955 and recorded December 7, 1955 in Book 2930 of Official Records at Page 394 (File No. 10733-N), Records of San Mateo County, California, with the Westerly boundary line of lands conveyed from Inter-Counties Investment Co. to Carter H. Lane, by Deed dated January 10, 1942 and recorded January 28, 1943 in Book 1048 of Official Records at Page 294 (File No. 73797-E), Records of San Mateo County, California; thence from said point of beginning, along said Westerly boundary line, North 240 51' East 1300 feet, more or less, to 13/4 iron pipe set in 1935 to replace a 4" x 4" redwood post marked "N-2 11-29-23 L.L.L." and delineated on that certain map flied in Book 155 of Official Records at Pages 2 and 3, Records of San Mateo County, California; thence North 80 43' West 353.64 feet to a 1 inch iron pipe set in 1935 to replace a 4" x 4" redwood post marked "N-3 L.L.L." and also delineated on the above Page 7 of 26 Pages ORT 315A-B EXHIBIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT mentioned map; thence along the Northerly boundary lines of the lands described in Deed to Dortha M. Roy and Joseph A. Roy, her husband, dated April 2, 1941 and recorded April 7, 1941 in Book 950 of Official Records at Page 293 (File No. 16995-E), Records of San Mateo County, California; Lands described in Deed to Robert Bielenberg and Olivia Bielenberg, his wife, dated May 12, 1951 and recorded June 5, 1951 In Book 2080 of Official Records at Page 509 (File No. 40403-3), Records of San Mateo County, California; lands described in the Deed to John E. Alsford, recorded April 16, 1895 in Book 69 of Deeds in Page 222, Records of San Mateo County, California; and lands described in Deed to Byron F. Farrington and Mildred Farrington,'his wife, dated March 5, 1963 and recorded March 12, 1963 in Book 4409 of Official Records at Page 603 (File No. 69710-V), Records of San Mateo County, California, North 631 28' 30" West 3972.71 feet to an angle point in the general Northeasterly line of said last mentioned lands and an iron pipe set thereon to mark the Southeast comer of F. O'Brien 550 acre tract, as delineated on that certain map entitled "Record of Survey of a portion of San Gregorio Rancho, San Mateo County, California" filed in the office of the County Recorder of San Mateo County on February 19, 1964 in Book 5 of Licensed Land Surveyors Maps at Page 112; thence along the boundary of the lands shown on said last mentioned map, North 210 59' 26" East 454.11 feet to the centerline of Bogess Creek; thence up the centerline of said Bogess Creek, 5900 feet, more or less, to a point therein from which a fence corner and a 24 inch Alder tree marking the Northeast comer of the lands of Manuel V. Souza described in that certain decree Quieting Title recorded October 14, 1940 in Book 909 of Official Records at Page 495 (File No. 2054-E), Records of San Mateo County, California, bears North 690 00' West 24.00 feet; thence continuing up the centerline of Bogess Creek, the following courses and distances: North 590 25' East 154.72 feet, North 1" 40' West 80.60 feet, North 7* 20' East 71.60 feet, North 290 30' West 190.40 feet, North 70 26' East 168.10 feet, North 60 30' West 98.66 feet, North 560 00' East 60.86 feet, North 140 00' East 61.35 feet, North 180 30' West 137.60 feet, North 201 41' East 48.10 feet, North 160 1 V West 66.50 feet, North 10 29' East 74.90 feet, North 620 47' East 82.20 feet, North 350 03' East 66.40 feet North 180 42'West 104.70 feet, South 880 04' West 39.10 feet, North 241 39'West 122.50 feet, North 630 30'West 71.89 feet, North 120 40' East 50 feet, North 730 20' East 70 feet, South 810 00' East 66.81 feet and North 660 30' East 52.56 feet; thence leaving said centerline of Bogess Creek, South 500 30' Eats 110.11 feet to an iron pipe set in July, 1965; thence continuing South 500 30' East 4060.43 feet to an iron pipe set in July, 1965; thence confining South 500 30' East 689.46 feet to an iron pipe set in July, 1965 in the centerline of a ravine; thence South 290 45' East 2302.08 feet to an iron pipe set in July, 1965; thence South 110 00' East 67.54 feet to the centerline of Harrington Creek; thence down the centerline of Harrington Creek, the following courses and distances: South 640 00'West 234.67 feet, South 100 50' East 185 feet, South 260 20' East 115 feet, South 40 40' West 96.91 feet, South 230 42' West 183.70 feet, South 240 20' West 195 feet, South 30 15' West 285 feet, South 510 10' East 112 feet, South 180 30' East 362 feet, South 30 15' East 53 feet, South 320 45' West 55 feet, South 250 36' East 117.60 feet, South 410 45' East 111.00 feet, South 210 25' East 121.90 feet, South 60 20' East 71.28 feet, South 180 09' East 121 feet, South 20 38' East 137 feet, South 150 35' West 104.10 feet, South 40 20' East 121.60 feet, South 60 23' West 75 feet, South 250 33' West 68.30 feet, South 560 56' East 80.40 feet, South 80 10'West 48.00 feet, South 310 50'West 61 feet, South 460 15' East 63 feet, North 720 05' East 134 feet, North 8310 10' East 135 feet, South 70 45' West 67 feet, South 440 30' West 77 feet, South 11- 20' East 55.74 feet and South 840 00' 45" East 51.35 feet to an angle point in the Northerly boundary line of lands conveyed from Robert A. Silva, et al, to Mads P. Christensen et al., by Deed dated October 15, 1930 and recorded October 27, 1930 in Book 492 of Official Records at Page 457, Records of San Mateo County, California; thence along the Northerly boundary line of said last mentioned lands, South 51 59' 15" West 59.20 feet to an iron pip; thence South 830 12' 15" West 527.8 feet to another iron pip; thence South 160 09' West 137.20 feet to the centerline of San Gregorio Creek; thence down the centerline of San Gregono Creek, Southwesterly 150 feet, more or less, to the most Easterly comer of lands conveyed from R. A. Silva, et ux, to Louis P. Zanoni, et ux, by Deed December 27, 1929 and recorded January 24, 1930 in Book 457 of Official Records at Page 103, Records of San Mateo County, California; thence along the Northeasterly boundary line of said last mentioned lands, North 630 52' West 225 feet to an iron pipe; thence along the Northwesterly line of said lands, South 510 08' West 215 feet to another iron pipe and the Northeasterly line of Page 8 of 26 Pages OR T 3158-B EXHI BIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT lands conveyed from R. A. Silva and Manuel F. Silva to Louis F. Zanoni and Mary Zanoni, his wife, by Deed dated February 23, 1928 and recorded February 25, 1928 in Book 339 of Official Records at Page 390, Records of San Mateo County, California; thence along the Northeasterly and Southwesterly boundary lines of said last mentioned lands, North 630 52' West 425.21 feet and South 300 42' East 1139.39 feet to the Northerly boundary line of La Honda Road, as established by said Deed to the County of San Mateo, recorded In Book 2390 of Official Records at Page 384, Records of San Mateo County, California; thence along said last mentioned line, South 880 West 193.79 feet; thence Westerly, on the arc of a curve to the left, having a radius of 1310 feet, a central angle of 130 53' 09", an arc distance of 317.48 feet; thence continuing along said Northerly line of La Honda Road, South 560 42' 20" West 166.89 feet to the Easterly boundary line of lands conveyed from John H. Spring, et ux, to James M. Bell, et ux, by Deed dated September 10, 1902 and recorded September 27, 1902 in Book 98 of Deeds at Page 188, Records of San Mateo County, California; thence along the Easterly, Northerly and Westerly boundary lines of said last mentioned lands, North 120 45' West 811.72 feet, South 740 25' West 918.72 feet and South 5* 30' East 1054.86 feet to the Northerly boundary line of lands conveyed from Charter H. Lane, et ux to Alfred K. Smith, et ux, by Deed dated May 8, 1961 and recorded July 17, 1961 in Book 4018 of Official Records at Page 699, Records of San Mateo County, California; thence along the Northerly and Westerly boundary lines of said last mentioned lands, South 840 05' 30"West 316 feet, South 370 25' 30" West 219 feet and South 110 25' 30" West 287.19 feet to the above mentioned Northerly line of La Honda Road; thence along said last mentioned line, South 730 05'West 110.74 feet; thence South 750 32' 15"West 350.32 feet; thence South 730 05' West 350 feet; thence South 700 50' 10"West 382.57 feet; thence South 800 44' 20"West 546.32 feet to the point of beginning. EXCEPTING THEREFROM so much thereof as described in the Deed from Peter Folger to Alan Lambert, an unmarried man, dated September 23, 1974 and recorded April 5, 1976 in Book 7089 of Official Records of San Mateo County, Page 270 (57791-Al). ALSO EXCEPTING therefrom so much thereof as may lie Southerly and Westerly of the line described in the boundary line agreement by and between Alan G. Lambert, an unmarried man and Mariska Huynen, a single woman, parties to the first part and John L. Bradley and John F. Miller, executors of the Estate of Peter Folger, deceased, parties of the second part, dated March 28, 1982, recorded April 2, 1982, Instrument No. 82026723, San Mateo County Records. ALSO EXCEPTING THEREFROM any portion thereof described in the Tax Deed to Angelo Costanzo, et al, recorded February 10, 1982, Series No. 82011788, San Mateo County Records. APN: 082-170-010 (portion) JPN: 82-17-170-01 082-170-040 82-17-170-04 PARCEL IX: PORTION of that certain tract of land as described in Deed to Carter H. Lane, recorded January 28, 1943 in Book 1048 of Official Records at Page 294, Records of San Mateo County, Califomia, described as follows: BEGINNING at an angle point in the Southerly boundary line of that certain 8.49 acre tract conveyed from Carter H. Lane and Ethel Leona Lane, his wife, to the County of San Mateo for the alignment of La Honda Road, dated November 12, 1955 and recorded December 7, 1955 in Book 2930 of Official Records at Page 384 (File No. 10733-N), Records of San Mateo County, California; said angle point being in the centerline of San Gregorio Creek opposite Engineer's Station 284+50 and being further defined as being the Southeasterly terminus of the course given as "North 700 30' 20"West 68.53 feet" in said last mentioned Deed; thence from said point of beginning along said Southerly line of said La Honda Road, North 700 30' 20"West 68.53 feet; Page 9 of 26 Pages ORT 3158-B EXHIBIT A' OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT thence Southwesterly on the arc of a curve to the left, tangent to a line which bears South 610 27' 45"West, said curve having a radius of 1150 feet, a central angle of 150 01' 45" an arc distance of 301.65 feet; thence South 460 26'West 42.80 feet to the Easterly boundary line of that certain 1.29 acre parcel conveyed from Robert Silva and Manuel Silva to Leo A. Esoolses by Deed June 12, 1931 and recorded June 18, 1931 in Book 527 of Official Records at Page 269, Records of San Mateo County, California; thence along said last mentioned line, South 220 51' 30" East 300 feet more or less, to the centerline of San Gregorio Creek; thence along said last mentioned line Northeasterly to the point of beginning. APN: 082-170-010 (Portion) JPN: 82-17-170-01 (Portion) PARCEL X: BEGINNING at the point where the centerline of the County Road leading from La Honda to San Gregodo intersects the centerline of what is known as Jims Gulch and running thence from said point of beginning on and along the centerline of the County Road as follows: South 520 45'West 2.5 chains South 690 45' West 2.50 chains, South 490 West 2.50 chains, South 340 15' West 6.50 chains, South 611 West 2.50 chains, South 74" West 1.00 chains and South 570 West 1.60 chains to a point in the center of road from which a Live Oak tree 25 inches in diameter and standing on lower side of road bears South 361 West 158 links distant; thence leaving line of road and running North 51 30"West 21.60 chains to comer; thence North 741 25' East 13.92 chains to a point in the center of Jims Gulch from which a Live Oak tree 25 inches a diameter and standing on left bank of gulch bears, North 740 East 40 links distant thence South 120 45' East 13.84 chains down and along the center of said Jims Gulch to the place of beginning, above courses run on a magnetic variation of 160 45' East, and being part of the San Gregorio Rancho. EXCEPTING THEREFROM that certain 1.95 acre tract as conveyed by Deed from Frank B. Anzar and Violet H. Anzar, his wife, to County of San Mateo, a Political Subdivision of the State of California, dated November 1, 1955 and recorded November 23, 1955 under Recorder's File No. 6466-N, Records of San Mateo County, California. ALSO EXCEPTING THEREFROM all the oil gas and other minerals and mineral rights either metallic or non- metallic within the non-excepted portion described in the Deed from Ethel P. Young to Frank B. Anzar, et ux, recorded March 19, 1945, Book 1166, Page 187, San Mateo County Records as reserved by Ethel P. Young in said Deed. APN: 082-140-020 JPN: 82-14-140-02 PARCEL XI: PORTION of Carter Lane 991.77 acre parcel located in San Gregorio Rancho, being more particularly described as follows: BEGINNING at a point in the Northerly right-of-way of the State Highway, leading from La Honda to San Gregorio, point being State Highway Stake No. L295-71.97; thence North 50 54' 30" West 239.00 feet; thence South 841 05' 30" West 316.00 feet; thence South 370 25' 30" West 219.00 feet; thence South 110 25' 30" West 289.19 feet; thence along the Northerly right-of-way of State Highway North 730 05' East 252.72 feet to State Highway Stake No. L299+36.54EC; thence North 580 23' East 337.13 feet to the point of beginning. Page 10 of 26 Pages ORT 3158-B EXHIBIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT APN: 082-140-010 JPN: 82-14-140-01 PARCEL XII: A PORTION of Carter Lane 991.77 acre parcel located in San Gregorio Rancho, being more particulaly described as follows: BEGINNING at the intersection of the Easterly property line of Carter Lane 991.77 acre parcel with the Southerly right-of-way line of the San Gregorio-La Honda Road, known also as Stake Route S-1047 Section 1, formerly known as County Road No. 28, said point of beginning being also a point on a curve at Stake Highway Station 296+76.34; thence running Southwesterly along said Southerly right-of-way line along the arc of a curve to the right,tangent to a line bearing South 580 10' 30" West, an arc distance of 275.81 feet, through a central angle of 140 54' 30" having a radius of 1060 feet to a point at the end of said curve (hwy. Sta. 299-36.54 E.C.); thence South 690 56' West 364.01 feet; thence South 73* 05' West 600.00 feet; thence South 680 52' 25" West 154.74 feet, more or less, to the intersection of said Southerly right-of-way line with the Westerly property line of said Carter Lane Parcel; thence leaving said State Highway Southerly right-of-way line and running Southerly along said Westerly property line of said Carter Lane parcel South 270 41' 30" East 359 feet, more or less, to its intersection with the centerline of San Gregorio Creek; thence along the centerline of said creek Northeasterly to its intersection with the Easterly property line of aforesaid Carter Lane parcel; thence along said Easterly property line North.290 53' 50" West 110 feet, more or less, to the point of beginning. Excepting and reserving therefrom all crude oil, petroleum and all kindred substances under and in said land as reserved by Alfred K. Smith and Anne M. Smith by Deed recorded May 4, 1965, Book 4945, Page 493, San Mateo County Records. APN: 082-130-130 JPN: 82-13-130-13 PARCEL XIII: Lot IV and the West 1/2 of the Southwest 1/4 of Section 15 in Township 7 South, Range 4 West, Mount Diablo Base and Meridian. Lots I, II, III of Section 16 in Township 7 South, Range 4 West, Mount Diablo Base and Meridian. EXCEPTING, however, from the above described land, the following described parcels: (a) BEING a portion of the Southwest 1/4 of the Southwest 1/4 of Section 15,Township 7 South, Range 4 West, Mount Diablo Meridian, described as follows: Lying East of line surveyed by A. McPherson as division line. Commencing at the established corner to Sections 15, 16, 21 and 22; thence North 400 East 31 chains; thence South 23 chains; thence West 20 chains. Containing 23 acres. (b) COMMENCING at the corner formed by the intersection of Sections 15, 16, 21 and 22 in Township 7 South, Range 4 West, Mt. Diablo Meridian; thence South on the line dividing Sections 21 and 22 to the line between the North half and the South half of the Northeast quarter of said Section 21; thence West on said Page 11 of 26 Pages ORT 31SR-8 EXHIBIT A. OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT line to the line between the East half and the West half of the Northwest quarter of said Section 21; thence North on said line to the center of the San Gregorio Creek; thence Northerly along the center of said creek and following the meanderings thereof, to a point where said creek intersects the line bounding land owned by J. H. Sears; thence South 4010 West to the point of commencement. (c) A portion of that certain tract of land as described in Deed to Walter Jelich and Mary Jelich, his Wife, recorded January 22, 1945 in Book 1162 of Official Records at Page 72, San Mateo County Records, more particularly described as follows: BEGINNING at a point in the center of San Gregorio Creek, said point being the line dividing the above mentioned tract from the 10.705 acre tract as described in Deed to William E. Sears, recorded December 27, 1951 in Book 2178 of Official Records at Page 138, San Mateo County Records, said point being distant North 40* 00' East 445.51 feet from the section comer common to Sections 15, 16, 21 and 22, in T7S R4W, M.D.B. & M., said point also being distant South 880 04 East 70.09 feet from County Engineer's Station L-247+15.30 P.O.T. o of the centerline of the survey as established in 1955 for the realignment of La Honda Road, County Road No. 28; thence from point of beginning leaving said dividing line and following the center of said Creek, North 541 23' 40" West 84.22 feet, North 360 21' 20" West 48.41 feet; North 1* 56' East 136.00 feet, North 230 52' 40" East 80.24 feet and North 700 22' 45" East 56.32 feet to a point which is distant radially North 700 22' 45" East 80.00 feet from County Engineer's Station L1250+15.00 P.O.C. of said centerline as surveyed in 1955; thence continuing along the center of said Creek, South 700 03' 40" East 97.92 feet; thence leaving the center of said Creek Southwesterly on the arc of a curve to the left tangent to a line which bears South 740 06' West, said curve having a radius of 80.00 feet, and a central angle of 720 10' a distance of 100.76 feet; thence South 10 56' West 174.70 feet; thence on the arc of a curve to the left, tangent to the preceding course, said curve having a radius of 90.00 feet, and a central angle of 50 33' 35", a distance of 8.73 feet to a point in said dividing line hereinabove mentioned; thence along said dividing line South 400 00' West 33.00 feet to the point of beginning. (d) BEGINNING at a point in the center of San Gregorio Creek, which is distant North 240 28' 18"West 976.89 feet from the section comer common to Sections 15, 16, 21 and 22 in T7S R4W, M.D.B. &M.; said point also being distant North 100 30'West 100.00 feet from County Engineer's Station L 257+00.00 P.O.T. of the centerline of the survey as established in 1955 for the realignment of the La Honda Road, County Road No. 28; thence from said point of beginning along the center of said Creek, South 680 11' 20" West 101.98 feet, South 790 30' West 250.00 feet, South 690 34' 30" West 203.04 feet, South 79* 30' West 50.00 feet, North 720 55' 30"West 92.56 feet, and North 15" 00' 54" West 16.03 feet to a point which is distant radially North 150 00' 54"West 106.03 feet from County Engineer's Station L 203+75.00 P.O.C. of said centerline as established in 1955; thence leaving the center of said Creek North 800 04' 20" East 383.34 feet; thence North 790 30' East 300.00 feet to the point of beginning. (e) Any portion of the hereinabove described lands lying Northwesterly of the centerline of Ray Creek. APN: 082-150-030 JPN: 82-15-150-03 PARCEL XIV: That certain right of way as reserved in the Deed from William Watkins to S. J.Tichenor, recorded on December 19, 1882 in Book 35 of Deeds at Page 238, Records of San Mateo County, California. Page 12 of 26 Pages ORT 31SR-B EXHIBIT A* OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT PARCEL XV: A portion of Sections 14 and 15 in Township 7 South Range 4 West, Mount Diablo Base and Meridian, being a portion of the lands conveyed to John Whitney Seaver, by that certain Deed recorded June 15, 1956 in Book 3042 of Official Records at Page 7 (File No. 62665-N), Records of San Mateo County, California, more particularly described as follows: I BEGINNING at a point in the Westerly line of Sears Ranch Road, County Road No. 45, said point of beginning being the most Southerly point of that certain Parcel of land described in Deed from John Whitney Weaver and Gertrude Seaver, his wife, to the County of San Mateo, recorded May 11, 1962 in Book 6205 of Official Records at Page 693 (File No. 70036-1-1), Records of San Mateo County, California; thence from said point of beginning along the Westerly line of said Sears Ranch Road Northerly along the arc of a curve to the right, tangent to a line which bears North 100 20' 43" East, said curve having a radius of 320.00 feet and a central angle of 90 38' 49" a distance of 53.88 feet; thence North 191 59' 32" East 91.70 feet; thence North 10 46' 53" East 150.01 feet, thence Northwesterly along the arc of a curve to the left, tangent to a line that bears North 160 25' 46" West, said curve having a radius of 240.00 feet and a central angle of 30* 41' 40", a distance of 128.57 feet, thence North 69* 26' 14"West 120.94 feet to a point that is distant radially South 120 54' 52" West 55.98 feet from County Engineer's Station S 36+46.42 E. C. of the centerline of the survey as established in 1962 for the realignment of said Sears Ranch Road, thence leaving said Westerly line of Sears Ranch Road South 120 54' 52" West 402.55 feet, thence South 730 17' 53" West 369.01 feet, thence South 240 37' 54" West 463.33 feet, thence West 1248.00 feet thence North 1728.00 feet to the Northerly line of Lot II in Section 15 of T. 7 S. R. 4 W. M. D. B. &M., said Northerly line of Lot II being also the Northerly line of the lands conveyed to John Whitney Seaver, by that certain Deed recorded June 15, 1956 in Book 3043 of Official Records at Page 7 (62665-N), Records of San Mateo County, Califomia; running thence Westeriy along said last mentioned Northerly line 2052 feet, more or less, to the Westerly line of Lot III of the aforesaid Section 15; running thence along said last mentioned Westerly line and the West line of the East half of the Southwest 1/4 of said Section 15 (said Westerly lines also being the Westerly line of the aforesaid lands conveyed to John Whitney Seaver, File No. 626654-N), Southerly 1300 feet, more or less,to the most Northerly comer of that certain 25 acre tract of land described in Deed from George Watkins to John H. Sears, recorded June 23, 1869 in Book 9 of Deeds at Page 496, Records of San Mateo County, California; thence along the Northwesterly line of said 23 acre tract, South 400 West 1040 feet, more or less, to the most Northerly comer of Parcel 2 as said Parcel 2 is shown on that certain map entitled "Parcel Map being a portion of est 1/2 Southwest 1/4 of Sections 15,T.7 S. R. 4 W. M. D. B. &M. San Mateo County, Califomia", which map was filed on May 8, 1969 in Volume 7 of Parcel Maps at Page 48 running thence along the boundary line of said Parcel 2 South 50* East 466.31 feet and South 466.31 feet to the dividing line between Sections 22 and 15 in Township 7 South Range 4 West, M.D.B. &M., said dividing line also being the Southerly boundary line of the above mentioned lands conveyed to John Whitney Seaver(62665-N); running thence along said Southerly boundary line South 890 56' East 1600.80 feet to the Easterly line of the Southwest 1/4 of said Section 15; thence continuing along the aforesaid Southerly boundary line of the lands conveyed to John Whitney Seaver(62665-N), South 880 36' East 2125 feet, more or less, to the Westerly line of that certain parcel of land described as Parcel 2 in Deed from John Whitney Seaver to Melville A. Grant recorded June 15, 1956 in Book 3042 of Official Records at Page 468 (File No. 62913-N), Records of San Mateo County, California; thence along said Westerly line of said Parcel 2 the following courses: North 230 05' 40"West 828.05 feet, North 280 54' 20" East 585.58 feet, North 660 44' 38" East 521.05 feet to the Westerly line of that certain I acre tract described in Deed from John Whitney Seaver to Doris M. Seaver, recorded May 27, 1958 in Book 3398 of Official Records at Page 327 (File No. 44973-Q), Records of San Mateo County, Califomia; thence along the Westerly and Northerly line of said 1 acre parcel of land the following courses: North 2* 39' 38" East 178.77 feet, North 660 44' 38" East 242.87 feet, more or less, to the point of beginning. Page 13 of 26 Pages ORT 31519-B • EXHIBIT A' OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT APN: 083-361-040 ]PN: 83-36-360-04 083-361-100 83-36-360-10 I 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 078-290-020 Code No. 66-004 1st Installment $13,668.41 NOT Marked Paid 2nd Installment $13,668.41 NOT Marked Paid Land $2,660,157.00 Imp. Value $54,050.00 Exemption $0.00 AFFECTS PARCEL I 2. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 078-290-030 Code No. 66-004 1st Installment $6,356.10 NOT Marked Paid 2nd Installment $6,356.10 NOT Marked Paid Land $1,261,190.00 Imp. Value $0.00 Exemption $0.00 AFFECTS PARCEL II 3. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 078-290-060 Code No. : 66-004 1st Installment $13,172.40 NOT Marked Paid 2nd Installment $13,172.40 NOT Marked Paid Land $2,543,578.00 Imp. Value $72,067.00 Exemption $0.00 AFFECTS PARCEL III Page 14 of 26 Pages ORT 315R-8 EXHIBIT A' OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 4. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 078-290-010 Code No. 66-004 1st Installment $7,582.82 NOT Marked Paid 2nd Installment : $7,582.82 NOT Marked Paid Land $1,504,949.00 Imp. Value $0.00 Exemption $0.00 AFFECTS PARCELS IV AND V 5. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 078-270-010 Code No. 87-029 1st Installment $352.52 NOT Marked Paid 2nd Installment $352.52 NOT Marked Paid Land $64,857.00 $ Value Imp. 0.00 Exemption $0. 00 AFFECTS PARCEL VI 6. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 078-270-020 Code No. 87-029 1st Installment $62.71 NOT Marked Paid 2nd Installment $62.71 NOT Marked Paid Land $10,115.00 Imp. Value $0.00 Exemption $0.00 AFFECTS PARCEL VI 7. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 078-270-030 Code No. 87-029 1st Installment $5,663.06 NOT Marked Paid 2nd Installment $5,663.06 NOT Marked Paid Land $856,018.00 Imp. Value $211,964.00 Exemption $0.00 AFFECTS PARCEL VI Page 15 of 26 Pages ages ORT 3158-B EXHIBIT A. OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 8. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 082-170-010 Code No. 87-029 1st Installment $14,877.54 NOT Marked Paid 2nd Installment $14,877.54 NOT Marked Paid Land $2,808,534.00 Imp. Value $0.00 Exemption $0.00 AFFECTS A PORTION OF PARCEL VII, VIII,AND IX. 9. Taxes and assessments,general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 08 2-170-040 Cade No. 87-029 1st Installment : $17,963.43 NOT Marked Paid III 2nd Installmenfi $17,963.43 NOT Marked Paid Land $3,205,968.00 Imp. Value $185,468.00 Exemption $0.00 AFFECTS PARCEL VIII 10. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 082-140-020 Code No. 87-029 1st Installment $710.50 NOT Marked Paid 2nd Installment $710.50 NOT Marked Paid Land $132,477.00 Imp. Value $0.00 Exemption $0.00 AFFECTS PARCEL X 11. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 082-140-010 Cade No. : 87-029 1st Installment $1,050.19 NOT Marked Paid 2nd Installment $1,050.19 NOT Marked Paid Land $143,014.00 Imp. Value $53,628.00 Exemption $0.00 AFFECTS PARCEL XI Page 16 of 26 Pages QRT 3158-B EXHIBIT A- OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 12. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 082-130-130 Code No. 87-029 1st Installment $715.78 NOT Marked Paid 2nd Installment $715.78 NOT Marked Paid Land $119,177.00 Imp. Value $14,297.00 Exemption $0.00 AFFECTS PARCEL XII 13. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 082-150-030 Code No. 66-008 1st Installment $1,628.53 NOT Marked Paid 2nd Installment $1,628.53 NOT Marked Paid Land $268,154.00 Imp. Value $53,628.00 Exemption $0.00 AFFECTS PARCEL XIII 14. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 083-361-040 Code No. 66-009 1st Installment $26.28 NOT Marked Paid 2nd Installment $26.28 NOT Marked Paid Land $3,401.00 Imp. Value $0.00 Exemption $0.00 AFFECTS PARCELS XIV AND XV 15. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 083-361-100 Code No. 66-004 1st Installment $714.04 NOT Marked Paid 2nd Installment $714.04 NOT Marked Paid Land $140,064.00 Imp. Value $0.00 Exemption $0.00 AFFECTS PARCELS XIV AND XV Page 17 of 26 Pages ORT 3158-B EXHIBIT A' OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 16. 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. 17. Any easement for water course over that portion of said land lying within the banks of Bogess Creek, Harrington Creek and San Gregorio Creek. 18. Water or water eights as granted in the instrument, Entitled Grant of Right of Way and Water Rights By and Between Henry Wilkins and Spring Valley Water Works Recorded April 20, 1861 in Book 2 of Deeds, Page 458 19. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To The Pacific Telephone and Telegraph Company For Telephone line Dated April 4, 1923 Recorded May 19, 1923 in Book 73 of Official Records, Page 458 Affects Parcel X 20. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To The Pacific Telephone and Telegraph Co. For To erect and maintain a single line of poles to carry telephone wires Recorded May 18, 1923 in Book 79 of Official Records, Page 21 Affects The Southerly portion of Parcel VIII 21. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To Pacific Gas and Electric Company, a Corporation For A line of poles and wires over the Easterly portion Dated July 14, 1924 Recorded August 22, 1924 in Book 125 of Official Records, Page 452 Affects Parcel XV Page 18 of 26 Pages ORT 31SR-B EXHIBIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 22. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To Pacific Gas and Electric Company For : Grants of Right of Way Recorded : July 7, 1924 in Book 127 of Official Records, Page 24 Affects ParcelI 23. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To Pacific Telephone and Telegraph Company, a corporation, its successors and assigns For Grants Right of Way for wires Dated October 11, 1956 Recorded December 18, 1956 in Book 3145 of Official Records, Page 448 Affects Parcels I and III 24. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To Julia C. Lyons For A pipe line from a spring located 50 feet Northeasterly of the most Northerly corner of J.A. Lyons 21 acre tract Recorded April 4, 1907 in Book 137 of Deeds, Page 428 Affects Parcel II NOTE:The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein 25. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To Pacific Gas and Electric Company For Grant of Right of Way Dated March 26, 1926 Recorded April 26, 1926 in Book 226 of Official Records, Page 433 Affects ParcelI Page 19 of 26 Pages ORT 31 -8 EXHIBIT A: OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 26. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To Pacific Gas and Electric Company, a corporation For Pales and wires for transmission of electricity Dated May 17, 1926 Recorded June 4, 1926 in Book 234 of Official Records, Page 385 Affects The Easterly portion of Parcel VIII 27. An easement affecting that portion of said land and for e pu rposes ses stated herein and i 9 Po P ►� incidental purposes as provided in the following Granted To Pacific Gas and Electric Company P Y For Grant of Right of Way Dated December 9, 1926 Recorded December 29, 1926 in Book 280 of Official Records, Page 308 Affects Parcell 28. An easement affectingthat portion of said land and for the purposes stated herein and po P Po incidental purposes as provided in the following Granted To Pacific Gas and Electric Co. For A single line of poles, wires, etc. for transmission of electricity Dated October 27, 1932 Recorded : January 10, 1933 in Book 587 of Official Records, Page 66 Affects A portion of said land 29. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To Pacific Gas and Electric Company For Grant of Right of Way Dated December 14, 1934 Recorded January 21, 1935 in Book 648 of Official Records, Page 43 Affects Parcels I and III Page 20 of 26 Pages ORT 315 -B EXHIBIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 30. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To Pacific Gas and Electric Company, a corporation l For A single line of poles and wires Dated December 14, 1934 Recorded : January 21, 1935 in Book 648 of Official Records, Page 44 Affects Parcels VI and VII 31. Agreement for : Roadway or Right of Way Executed By . Louis Zanoni and Mary Zanoni, his wife, as first parties and Between : Carter Lane and Ethel L. Lane, his wife, as second parties and Paul Cahors, a single man, L. P. Butler, a single man,and George L. Cervieres and Yvonne Cervieres, his wife, and William Ford, a single man and Andrew Wyman and Signe Wyman, his wife, as third parties and Roy D. Gover and Eleanor F. Gover, his wife, as fourth parties On the terms, covenants and conditions contained therein, Dated January 2, 1947 Recorded February 26, 1947 in Book 1319 of Official Records, Page 400 32. 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 J. Walter Byrd and Thelma Byrd, his wife, as joint tenants For Grants Right of Way to take water for household uses only Dated July 23, 1947 Recorded August 11, 1947 in Book 1363 of Official Records, Page 498 Affects A spring located on the herein described property NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein Page 21 of 26 Pages ORT 315 -B EXHIBIT OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 33. 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 County of San Mateo, a political subdivision of the State of California For The Construction, operation and maintenance of a channel change for the relocation of a portion over San Gregorio Creek, with the right of ingress and egress thereto Dated November 28, 1955 Recorded December 14, 1955 in Book 2935 of Official Records, Page 589 Affects Parcel )(III 34. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To The Pacific Telephone and Telegraph Company, a corporation For Poles and wires Recorded December 18, 1956 in Book 3145 of Official Records, Page 450 Affects Parcel III 35. Oil and Gas Lease for and upon the terms, covenants and conditions contained or referred to therein, Dated January 24, 1957 Lessor Virginia Young Stanton also known as Mary Virginia Stanton, a married woman Lessee Joseph R. Neaves, Jr. Recorded March 13, 1957 in Book 3188 of Official Records, Page 68 36. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To The Pacific Telephone and Telegraph Company, a corporation For Line of poles and wires with appurtenances, together with right of ingress and egress Dated June 27, 1958 Recorded July 18, 1958 in Book 3426 of Official Records, Page 279 Affects Parcel )(II Page 22 of 26 Pages ORT 3158-B f EXHIBIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 37. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument Deed Reserved By Carter H. Lane, also known as Carter Howes Lane and Ethel Leona Lane, his wife For Ingress and egress and 10 foot easement for water lines, water tanks and appurtenances Dated : June 23, 1964 Recorded : August 31, 1964 in Book 4787 of Official Records, Page 87 Reference is made to said instrument for full particulars. And as modified by an instrument, executed by John R. Watson and Miriam B. Watson, his wife, first parties and Peter Folger, a married man, as second party, recorded July 15, 1968 in Book 5502 of Official Records, Page 18 38. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the fallowing Instrument Deed Reserved By Alfred K. Smith and Anne M. Smith, his wife For An existing oil pipe line Dated April 30, 1965 Recorded May 4, 1965 in Book 4945 of Official Records, Page 493 Affects Parcel XII 39. Williamson Act—Land Conservation contract, as follows: City/County San Mateo Landowner Albert J. and Dorothy E. Wool Recorded April 26, 1968 in Book 5465 of Official Records, Page 513 Contract/File No Not shown Affects Parcels VI and VII. 40. 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 Henry Enos Cunha and Marie M. Cunha, his wife, as Joint Tenants For Ingress and egress Dated : February 23, 1972 Recorded May 1, 1972 in Book 6102 of Official Records, Page 462 Affects Parcel III Page 23 of 26 Pages ORT 3158-B I EXHIBIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein 41. Reservation of an overriding royalty interest pursuant to the provisions contained therein in favor of Universal Organic Resources, Inc., a California corporation, by Quitclaim Deed to John F. Miller and Gary E. Botto, as Trustees of the Trust created by Article IV of the Will of Peter Folger, deceased, recorded November 18, 1992, Series No. 92189331. 42. 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 Numbei-93026619 Order Correcting Decree recorded April 6th, 1993 in Official Records, under Recorder's Serial Number 93053614 and Order Modifying Decree recorded June 1&, 1993 in Official Records, under Recorders Serial Number 93095377. Which among other things provides: Rights to water, its use, electric meters, access to watermaster, 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 Page 24 of 26 Pages ORT 3158-B EXHIBIT A OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 43. Agreement for Memorandum of Interest in Real Property Executed By Peninsula Open Space Trust, a California nonprofit public benefit corporation and Between Driscoll Ranches, LLC, a California limited liability company On the terms, covenants and conditions contained therein, Dated January 17, 2002 Recorded January 22, 2002 in Official Records under Recorder's Serial Number 2002-011583 Returned to Address Robert E. Merritt, McCutchen, Doyle, Brown &Enerson, LLP, 1333 N. California Blvd., Ste. 210, Walnut Creek, CA 94596-1270 44. Lease upon the terms, covenants, and conditions contained therein, Lessor Peninsula Open Space Trust, a California Nonprofit Public Benefit Corporation Lessee Driscoll Ranches, LLC, a California limited liability company Recorded January 22, 2002 in Official Records under Recorder's Serial Number 2002-011585 Return to Address Driscoll Ranches, LLC, c/o Robert Merritt, McCutchen, Doyle, Brown & Enersen LLP, 1333 North California Blvd., Walnut Creek, CA 94596 45. Matters as contained or referred to in an instrument, Entitled Irrevocable Offer to Dedicate Title in Fee Executed By The Peninsula Open Space Trust Dated January 16, 2004 Recorded January 20, 2004 in Official Records under Recorder's Serial Number 2004-010189 Returned to Address State Coastal Conservancy, 1330 Broadway, #1100, Oakland, CA 94612 i Affects a portion. 46. An unrecorded and subsisting leases. Y 9 Page 25 of 26 Pages ORT 3158-B 1 EX41BIT OLD REPUBLIC TITLE COMPANY ORDER NO. 0353001952-RL FIRST AMENDED REPORT 47. Rights and claims of parties in possession. --------------------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 ("STRD applies (but may be precluded or limited by application of the above shown section(s) of our Schedule of Fees and Charges.) 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 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 sellers principal residence. The statute, as modified, also provides for certain exemptions to the buyer's responsibility to withhold, which may apply. JE/af Page 26 of 26 Pages ORT 31SR-B a F'i b• tax COC£ RREA il' A r5 h A k�� '"irr�•r.sae+ \ ..1•' yr w 'p ;� � � � :z 'n(-�^' �-h irk+ CRPEK:i�c�l'��'�r� r�'r _r�+'�;�+.. .i• e i NAao,,rrro.V0100* h 2t a.�. ,a� -r 41�'A 5:'• ^e .�-�.. CL 749 �n •I t 7� �''"'="_'�� i �'y C1�r 1 1� r ti ,It r r� .-1� ,,;+_.:"•1`., ,�.L�'' -—sack—— 1 , risc. Lj tA To M-Of COUNTY AF SA MAY/O_CAI lc 1 CASQf 410 UN/F/EO $Cr/004L MAR NOTRCE This,a IINNO s a r Cd fumishod merelyas a Ww nor a,ajar y t! i� � ou tri locating the fund rrtdicmQd fi&wn mlh re{er&wce fo alTez'ds and otter land No I,abaldy Is assumed . 5y raa$3, Of arty-eharn:c hereon r j ff ' TAX Cop£ XUAT •�„y/.y 1yy I Lo't ,�i�� QI i cirf ` 1 !r BA BP S uiA �yd`�a yr '�.�•• �t 1l - 5AN CREG ©R1 G�A N C N ` Ae7r1r•yAfl., Y•AI A) � r fr4 r Lrw i '•��" .� t ,S14rfSO4'l ArAr COUMrr,pf TAYMArf0,c.Ler SAN sR£GORra RANCr(G - — _— cPBplLLa UNII/EO scHoor afsrmlcr _ X T NOTICE this rs a p if nbr a survey rt rs w fumrsh®d.merdy aS a conveoAnce to aid you M locating the Rand indicated hereon wrtn reference Z'• to streets and oqw land No liattalrry Is assurned by meson of any rsts8noe hereon ~ rrx coot ARdA_.� Is T 75. R,r14Y LY + 0 r IRV" 1= max— .aac► 1, Q� �'..'I..,.r L1YV � 'Lih'L•141.,..�.: l/bt��.::' �y�� ' ern:�, i 81r•�'� 1 -+' SrIN GRE60N/O RANC110 cr _ -„" _--_ dSf`jfJd I AfLP OpU/,�. Of SIr MAr,'n r�c,r. �-4 NO NOA-PESCADFRO ON/rlf0 SCHUOL b/STR ICr _ X 2 NOTt F 'h+s s ne,itlf'r a p'at nit a survey it is ne+e y As a cmve,+uance io a+d you,n ioc:'.,ng the land:ndicaied hereon wvth reference In sheets and ether land No hab*ily is.assurned by reason of any rel,ance hereon r.4X CODE CRFA A,r w 0 105 MIA* IT Ir 'f R.4 W. •T e 40T f ®R e LOT 2 ve 41 lao L,4 HO1V4PA PrTrg Of-Re-1 VNj,-(r0 SC,,00j. 01S(H(C-r LJ tjOTJ6E Thls IS NF-Ptho,I furn,sr�more! Y asil GoRvmmhce 10 aid you'n tocat 4&WO Yalh IreferenCe to r=an by teasorl,)f 011W land No IlDbIllty r3 aftUrnod ally reijanc@ here., EXHIBIT B BILL OF SALE FOR PERSONAL PROPERTY For valuable consideration, receipt of which is hereby acknowledged, Peninsula Open Space Trust("POST"), a California, non-profit, public benefit corporation, hereby assigns, sells, and transfers to Midpeninsula Regional Open Space District("District"), a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code, all of POST's right, title and interest to all the Personal Property owned by POST and located in and upon, and used in connection with, the Property, as such term is defined in that certain"Purchase Agreement—Bargain Sale"dated 2006 between POST and DISTRICT. Such Personal Property shall include, without limitation,the following: All water storage systems, tanks, troughs and pipelines IN WITNESS WHEREOF, POST has executed this Bill of Sale as of 2006. Audrey C. Rust, President Peninsula Open Space Trust Date EXHIBIT B EXHIBIT C RECORDED AT THE REQUEST OF, AND WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022-1404 Attn.: General Manager No Documentary Transfer Tax Due: Exempt From Recording Fees: Revenue & Taxation Code §11922 Government Code §§6103, 27383 SPRINGWATER EASEMENT AGREEMENT This Springwater Easement Agreement (herein, "Agreement") is made,by and between Driscoll Ranches LLC ("Driscoll"), a California Liability Company, and the Midpeninsula Regional Open Space District, a public district established pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code (the "District"). RECITALS A. WHEREAS, Driscoll is the fee interest owner of certain parcels of real property located in the unincorporated area of the County of San Mateo, State of California, commonly referred to as San Mateo County Assessor's Parcel Numbers 082-130-130 referred to herein as the "Driscoll Event Center" and 082-140-010 referred to herein as the "Driscoll Residence," as more particularly described in the attached Exhibit A which is incorporated herein by reference; and B. WHEREAS, District is the fee interest owner of that certain parcel of real property located in the unincorporated area of the County of San Mateo, State of California, commonly referred to as San Mateo County Assessor's Parcel Numbers 082-140-020 and 082-170-010 referred to herein as the "District Property" as more particularly described in the attached Exhibit B which is incorporated herein by reference; and C. WHEREAS, District was formed by voter initiative in 1972 to acquire, hold and manage lands for the preservation of open space and the protection of environmental and ecological resources and values; and D. WHEREAS, the District Property was acquired by District because it possesses such natural, scenic, open space, agricultural and recreational values which are referred to herein as the "Conservation Values" of the District Property; and E. WHEREAS, District agrees to convey non-exclusive easements for springwater delivery and use for the benefit of the Driscoll Event Center and the Driscoll Residence. District and Driscoll further agree to share in the use of the existing springwater systems identified in this Agreement and located on the District Property, on the terms and conditions as set forth in this Agreement. EXHIBIT C AGREEMENT NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, District and Driscoll agree as follows: 1. Grant of Easements. Subject to the terms, conditions, provisions and restrictions set forth in this Agreement, District hereby grants to Driscoll the following non-exclusive easements appurtenant to and for the benefit of the Driscoll Event Center and the Driscoll Residence for the purpose of extraction and use of springwater: a. Driscoll Event Center Springwater Easement. A non-exclusive easement for the purposes of extraction and use of springwater for equestrian and ranch use only, on the Driscoll Event Center and on no other parcel, by means of an existing underground waterline, springbox and water storage tanks over a strip of land 10 feet wide as shown on Exhibit C which is attached hereto and incorporated by this reference. The Driscoll Event Center Springwater Easement is more particularly described as follows, and in this Agreement is also referred to as "Easement Area A": [Insert Legal Description of Driscoll Event Center Springwater Easement] b. Driscoll Residence Springwater Easement. A non-exclusive easement for the purposes of extraction and use of springwater for domestic use on the Driscoll Residence and on no other parcel by means of an existing underground waterline, springboxes and water storage tank over a strip of land 10 feet wide as shown on Exhibit C. These water facilities also serve a second residence located on the District Property referred to hereafter as the "District Residence." The Driscoll Residence Springwater Easement is more particularly described as follows, and in this Agreement is also referred to as"Easement Area B": [Insert Legal Description of Driscoll Residence Springwater Easement] 2. Rielit of Entry. The above-referenced non-exclusive easements include the right to enter and to temporarily occupy, with persons, equipment and materials, those areas of the District Property reasonably necessary for the limited purpose of maintaining, inspecting, repairing or servicing the waterlines, springboxes and water storage tanks, described in Sections 1. a. and 1. b. herein(hereafter collectively referred to as the"Springwater Systems"), provided that Driscoll shall first consult and cooperate with District with respect to such activities, so as to protect the Conservation Values and to facilitate the return of the land to its natural state after completion of such activities. District shall have approval authority, as defined in Section 6 below, for any construction, repairs or maintenance within Easement Area A or B (hereafter collectively"Easement Areas") under this Agreement. a. The above-referenced right expressly excludes, without limitation, the right to relocate Springwater Systems, the right to drill on the District Property, the right to deepen the existing Springwater Systems, the right to otherwise expand the Springwater Systems and EXHIBIT C EXHIBIT C the right to install and/or maintain new springwater facilities that result in additional adverse scenic impacts (e.g., bigger, taller). b. The above-referenced right expressly excludes, without limitation, the right to maintain or use the Springwater Systems to extract water for any purposes other than equestrian and ranch use at the Driscoll Event Center, and for domestic use at the Driscoll Residence. 3. Shared Use of Springwater Systems. a. District and Driscoll shall be entitled to the use of one-half(50%) of the Springwater that is extracted from the Springwater System serving the Driscoll Event Center and one-half (50%) of the Springwater System that serves the Driscoll Residence and District Residence. In the event that there is insufficient springwater to provide for domestic use of the District Residence and the Driscoll Residence, District and Driscoll agree to reduce their respective consumption accordingly on an equal basis, if feasible and in accordance with the law. b. Driscoll and District both acknowledge the variable nature of underground springs, and that it is not possible to determine whether either of the Springwater Systems will continue in the future to provide a viable or productive source of water. As such, although Driscoll has reserved the right to maintain and use the Springwater Systems, District does not guarantee, promise or warrant that Driscoll's use of the Springwater Systems will in fact enable Driscoll to extract any minimum amount of water from either System. 4. Maintenance, Repair and Replacement of Waterline Easements. Driscoll shall provide for the proper maintenance, repair and replacement of the Springwater Systems including all waterlines, water storage tanks and springboxes or springs in good condition and repair at its sole cost and shall repair any damage to the surrounding land caused by the construction, repair, use or maintenance of the Springwater Systems. For the purposes of this provision, "proper maintenance, repair and replacement" includes, without limitation, ensuring that the Springwater Systems are kept in a condition such that these facilities do not violate any local, state or federal laws, regulations or requirements, including, without limitation, all applicable drinking water standards; damage persons, buildings or resources located on or adjacent to the District Property, or create any additional adverse scenic/visual impact or erosion on the District Property. 5. No District Obligations. District is not obligated to provide for the maintenance, repair or replacement of the Springwater Systems, and District is not responsible for any costs related to the maintenance, repair or replacement of the Springwater Systems. District reserves the right, but not the obligation, to repair, improve, maintain or upgrade the Springwater Systems in its sole discretion. EXHIBIT C EXHIBIT C 6. Duty of Care. a. In conducting activities within the Easement Areas, or otherwise pursuant to this Agreement, Driscoll (and any party, agent, contractor or consultant hired by Driscoll) shall ensure that its activities are conducted in a manner that does not harm third parties, third parties' real or personal property, District Property, District's personal property, or District's employees, agents or invitees. Driscoll shall be responsible to third parties and District for all costs and damages caused by activities and/or omissions conducted by Driscoll (and any party, agent, contractor or consultant hired by Driscoll) within the Easement Areas, or otherwise pursuant to this Agreement. For purposes of this provision, "costs and damages" includes, without limitation, consequential damages and the costs of restoring/remediating natural resources to their initial pre-damaged condition. b. Because the presence of repair and maintenance vehicles on and in the Easement Areas may have adverse scenic/visual impacts and adversely impact natural resources on District Property, Driscoll will make reasonable efforts to limit the use and presence of such vehicles. These efforts may include, without limitation: removing such vehicles from the Easement Areas when such vehicles are not being used for maintenance, repair or replacement activities; prohibiting the overnight parking of vehicles on or in the Easement Areas; and operating vehicles in locations at speeds that avoid disturbance of natural areas (e.g., grassland, vegetation,trees, ponds, wetlands and streams). c. Notice of Exercise of Rights. Driscoll shall notify District, in writing, not less than ten (10) days prior to the date Driscoll intends to exercise any right pursuant to the conditions and restrictions stated in this Agreement, except in the case of an emergency, in which case notice shall be given within twenty-four(24) hours after the exercise of such right. Notwithstanding the foregoing, notice shall not be required prior to entry onto the District Property for routine and minor repair of the Springwater Systems. Each required notice shall describe the nature, scope, design, location, timetable, and any other material aspects of the proposed activity in sufficient detail to permit the District to make an informed judgment as to the consistency of any such activities with this Agreement. 7. Right to Relocate. District may relocate any portion of the Springwater Systems, or either or both Springwater Systems in their entirety, to a location on the District Property that is outside the Easement Areas provided that all of the following conditions are met: (i) District assumes responsibility for the costs related to this relocation; (ii)the estimated costs for Driscoll to properly maintain and repair the relocated Springwater Systems will be comparable to the estimated costs of properly maintaining and repairing the original Springwater Systems; (iii) District's relocation of the Springwater Systems will not result in a reduction in the water-carrying capacity of such facilities; (iv)the costs to Driscoll of conveying water to Driscoll Residence or Driscoll Event Center via the relocated Springwater Systems will be comparable to the costs of Driscoll of conveying water via the original Springwater Systems; (v) District provides Driscoll an alternative source of water for the Driscoll Residence and Driscoll Event Center during the relocation period to the extent that relocation activities temporarily suspend Driscoll's access to water from the Springwater EXHIBIT C EXHIBIT C Systems; (vi) District conveys and records a replacement easement granting Driscoll the right to maintain and repair the relocated Springwater Systems in a new, relocated springwater conveyance easement area, and extinguishing the Easements granted Driscoll by this Agreement. 8. Extinguishment. District shall be entitled, at its own expense, to dismantle and remove all or a portion of the Springwater Systems, or either one of them, and Driscoll's rights under this Agreement shall be extinguished, provided the following specific conditions are met: (i) Driscoll does not extract, store and convey water using all or a portion of the Springwater Systems, or either one of them, for a consecutive period of five (5) years or more, or, the dilapidated condition of either Springwater Systems demonstrates that these facilities have been effectively abandoned by Driscoll; (ii) District provides Driscoll with written notice of District's intention to dismantle Springwater Systems, or either one of them, and extinguish provisions of this Agreement related to the Springwater Systems, or either one of them; (iii) Driscoll fails to provide a written objection to District's written notice within thirty(30)days of the effective date of such notice, or, pursuant to the dispute resolution procedures set forth in this Agreement, it is determined that Driscoll has not extracted, stored and conveyed water using the Springwater Systems, or either one of them, for a consecutive period of five (5) years or more or that the dilapidated condition of the Springwater Systems, or either one of them, constitutes abandonment of these facilities by Driscoll; (iv) Following Driscoll's failure to timely respond in writing to the above-described written notice from District, or following the above-referenced determination pursuant to the dispute resolution procedures set forth in this Agreement, District records a Notice of Extinguishment of Reserved Springwater Easement with the San Mateo County Recorder's Office. The Notice of Extinguishment of Reserved Springwater Easement shall indicate that Driscoll's reserved rights regarding the Springwater Systems, or either one of them, are extinguished. Driscoll and District hereby agree that, provided the first three conditions listed above are met, District shall have the unilateral right to record a Notice of Extinguishment of Reserved 5pringwater Easement. The method of extinguishment provided above is not intended and shall not be interpreted to limit or modify any other rights or remedies that Driscoll or District may have under California law. 9. Remedies. If District believes that the use or maintenance of the Springwater Systems or any other activities of Driscoll violates this Agreement, or that any such violation is threatened, then: a. District shall give written notice of such fact to Driscoll and demand corrective action sufficient to cure the violation. If the violation involves injury to District Property resulting from any prohibited use or activity, District may also demand that Driscoll restore the area so injured. b. If any such violation is not corrected on or before the thirtieth (30th) day following delivery of such notice (or, if the correction cannot reasonably be made within said thirty (30) day period, within such longer time after such notice as is reasonably required for a cure), then the District may, at its election, submit the matter to binding arbitration EXHIBIT C EXHIBIT C pursuant to Section 14 herein, or bring an action at law or in equity, in a court of competent jurisdiction, to enforce the above conditions and restrictions, to enjoin the violation, ex pane as necessary, by temporary or permanent injunction,to recover any damages to which it may be entitled for a violation (including damages for the loss of scenic, aesthetic, or environmental values as a consequence of the violation), and to require the restoration of the affected area to the condition that existed prior to injury. Without limiting Driscoll's liability therefore, District, in its sole discretion, may apply any damages recovered from Driscoll to the cost of undertaking any corrective action required as a consequence of Driscoll's default. If circumstances require immediate action to correct a violation by Driscoll, and District, in its good faith discretion, believes that Driscoll will not promptly commence, or will not thereafter diligently complete, such action so as to cure the violation in a timely manner, then District may pursue its remedies under this Agreement without prior notice to Driscoll or without waiting for the period for cure to expire. c. The rights of District under this Section shall apply equally in the event of either actual or threatened violations, and Driscoll agrees that the remedies of District at law for any violation are inadequate and that District shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which said District may be entitled, including specific performance, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. The remedies of District described in this Section shall be cumulative and shall be in addition to all other remedies now or hereinafter existing at law or in equity, including without limitation, the right to submit the dispute to binding arbitration pursuant to Section 14 herein. 10. Indemnification. Driscoll shall indemnify, protect, defend, and hold harmless District, and its directors, officers, employees, agents, successors, assigns or invitees (collectively "Indemnitees"), from and against any and all claims, demands, actions, causes of action, losses, damages, liabilities, or costs whatsoever, including but not limited to reasonable attorneys' fees and court costs, which may be suffered or incurred by, or threatened against Indemnitees, and from any and all damage or loss of the property of such persons,to the extent such claims, demands, actions, causes of action, losses, damages, liabilities, fees or costs results from, arises out of, or is attributable to the use of this Easement Agreement, any activities by Driscoll upon the Easement Areas or District Property under this Agreement, the installation, construction, operation, maintenance, or lack of repair or maintenance of the Springwater Systems by Driscoll, its agents, employees or contractors pursuant to this Agreement. This indemnity includes, without limitation, claims and lawsuits filed by third parties, claims, lawsuits and administrative orders brought by government agencies; and any claims or lawsuits alleging that the use or operation of the Springwater Systems violates or impairs rights under the San Gregorio Creek Stream System Adjudication, San Mateo County Superior Court Case No. 355792, or any other water right. Driscoll waives any and all rights to any type of express or implied indemnity or right of contribution from District with respect to any liability resulting from, growing out of, or in any way connected with or incident to the use, installation, construction, operation, maintenance, or lack of maintenance of equipment EXHIBIT C EXHIBIT C t installed pursuant to this Agreement on District Property by Driscoll. 11. Easements Appurtenant. The Easements granted herein and all rights thereunder are appurtenant to Driscoll Residence and Driscoll Event Center, are not personal to Driscoll, and shall not be expanded, severed, or assigned separately from a conveyance of the entirety of the Driscoll Residence and Driscoll Event Center, whether by the owners of the Driscoll Residence and Driscoll Event Center or by operation of law. 12. Covenants and Equitable Servitudes to Run with the Land. Both the burden and the benefit of each of the promises and covenants contained in this Agreement shall be deemed to run with the land. This instrument and all covenants, rights, promises and liabilities contained herein shall be binding upon and inure to the benefits of Driscoll's and District's respective grantees, their heirs, successors, personal representatives and assigns. Each and all of these obligations and covenants shall be deemed to be equitable servitudes, enforceable as set out in Sections 9 and 14 herein. 13. Negation of Third Party Rights. This Agreement is not intended, nor shall it be construed, to create any third party beneficiary rights in or for the benefit of any person who is not a party hereto, except as otherwise expressly provided to the contrary in this Agreement. 14. Bindin Arbitration of Disputes. If a dispute arises out of or relates to this Agreement or g p the performance or breach thereof, the parties agree first to participate in non-binding p p �' mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy or claim shall be settled by binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1.280 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, or, if it no longer exists, its successor or a comparable judicial arbitration service. 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 DISCOVERY AND 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 EXHIBIT C EXHIBIT C 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 MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. DISTRICT INITIAL DRISCOLL INITIAL 15. Miscellaneous. a. Headings. The titles and headings of the various Sections of this Agreement are intended solely for convenience of reference and are not intended to explain, modify or place any construction on any of the provisions of this Agreement. b. Entire Agreement. This Agreement, which includes the Exhibits, contains all representations and the entire understanding and agreement between District and Driscoll regarding the matters set out in this Agreement. c. Amendments. This Agreement shall not be altered or modified except by a writing signed by Driscoll and District and recorded in the County of San Mateo Recorder's Office. d. Further Assurances. Each party shall execute and deliver, in recordable form if so requested, such documents as are reasonably necessary or appropriate to carry out the terms, conditions and intent of this Agreement. e. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. f. Abrogation of Existinp, Rights. To the extent that the provisions of this Agreement are in addition to or expressly contrary to the provisions of other agreements and easements between the parties hereto, the provisions of this Agreement shall be controlling. In all other respects,the provisions of said other agreements and easements shall continue in full force and effect and shall not be abrogated or modified by the provisions of this Agreement. g. Waiver. Enforcement of the conditions and restrictions of this Agreement shall be at the discretion of the person or entity holding the right to be enforced and any forbearance by said person or entity to exercise its rights under this Agreement in the event of any breach of any condition or restriction of this Agreement shall not be deemed or construed to be a waiver of any such conditions or restrictions or of any subsequent breach of the same or any other obligation under this Agreement. No delay or omission by said person or entity in the exercise of any right or remedy upon any breach of this Agreement shall impair EXHIBIT C EXHIBIT C such right or remedy or be construed as a waiver. h. Delay and Laches. Driscoll waives any defense based on District's failure to enforce, or a delay in enforcing, its rights or remedies, laches or prescription in any action or proceeding, including, but not limited to, arbitration brought by District to enforce or to interpret the provisions of this Agreement. The foregoing,however, shall not extend the time permitted for the giving or withholding of consent, when such time is expressly set forth in this Agreement. i. Attorneys' Fees. In the event of litigation or arbitration between the parties arising out of or relating to this Agreement, each party will equally share court or arbitration costs and bear its own fees of attorneys, accountants and expert witnesses incurred by such party in connection with the action or arbitration, including such costs and fees incurred because of any appeals. j. Election of Remedies. Nothing contained in this Agreement shall be construed to diminish the remedies otherwise available to District or Driscoll at law or in equity; and this provision shall not be merged into any judgment but shall survive any judgment. k. Notices. Any notices given under this Agreement shall be in writing and shall be served either personally, delivered by overnight U. S. Mail with postage prepaid, or by a nationally recognized overnight commercial courier services with charges prepaid. Notices may also effectively be given by transmittal over electronic transmitting devices if the party to whom the notice is being sent has a receiving device in its office, and provided a complete copy of the notice shall also be served either personally or in the same manner as required for mailed or couriered notices. Except as otherwise agreed herein, notices shall be deemed received at the earlier of actual receipt or one business day following deposit in U.S. Mail or with a nationally recognized commercial courier with charges prepaid. Notices shall be addressed to the appropriate party as follows: "District" Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022-1404 Attn: General Manager Telephone: (650) 691-1200 Facsimile: (650) 691-0485 "Driscoll" Driscoll Ranches, LLC Rudy W. Driscoll, Jr. P.O. Box 620322 Woodside, CA 94062 Telephone: (650) 529-9520 EXHIBIT C EXHIBIT C Facsimile: (650) 529-1135 Either party may change its address for notice purposes by giving notice to the other in accordance with this Section,provided that the address change shall not be effective until five days after the notice is received or is deemed received as the case may be. 1. Gender and Number. As used in this Agreement, the masculine, feminine and neuter gender, and the singular or plural number, shall include the others whenever the context so indicates. m. 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, District and Driscoll agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement and further agree to replace such void or unenforceable provisions with provisions which will achieve, to the extent possible,the economic, business and other purposes of the void or unenforceable provisions. n. Exhibits. All Exhibits referred to in this Agreement as attached are incorporated in the Agreement in their entirety by reference. o. Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. p. Counterparts. This Agreement may be executed in counterpart or duplicate copies, and any signed counterpart or duplicate shall be equivalent to a signed original for all purposes. q. Authority. Each of the persons executing this Agreement represents that they have full right and authority to execute the Agreement. EXHIBIT C EXHIBIT C IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth with their signatures below. 1H 1U it I1/ i /ll "DISTRICT": MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Approved and Accepted: i By: Date: Larry Hassett President, Board of Directors APPROVED AS TO FORM: By: Susan Schectman General Counsel Attest: By: Date: Sally Thielfoldt District Clerk "DRISCOLL RANCHES LLC": By: Date: Rudy W. Driscoll, Jr. Its: EXHIBIT C i EXHIBIT C i ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF On 2005, before me a Notary Public in and for the County and State aforesaid, personally appeared who is/are personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on such instrument the person(s), or the entity upon behalf of which the II�I person(s) acted, executed the instrument. WITNESS, my hand and official seal. Signature i I i i i I I EXHIBIT C EXHIBIT C I SCHEDULE OF EXHIBITS ICI Exhibit A Legal Descriptions of Driscoll Residence and Driscoll Event Center Exhibit B Legal Description of District Property Exhibit C Legal Description of Easement Areas i i i i I I i i I I i i I i I EXHIBIT C j EXHIBIT D RESIDENTIAL LEASE AGREEMENT THIS RESIDENTIAL LEASE AGREEMENT (hereafter"Lease") is made and entered into this day of 2006 between MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district (hereinafter called "District"), and DRISCOLL RANCHES, LLC, a California Limited Liability Company(hereinafter called "Tenant"). RECITALS A. District is owner of certain real property consisting of approximately 3,68 1-acres located in unincorporated San Mateo County, State of California consisting of Assessor's Parcel Numbers 082-170-010, 082-170-040, 082-140-020, 078-270-010, 078-270-020, 078-270-030, 078-290-010, 078-290-020, 078-290-030 and 078-290-060 (hereinafter called "Property"). A portion of the Property includes various residential structures identified below and more particularly shown on Exhibit "A" attached hereto and incorporated herein by this reference (the "Premises"). B. By a separate Lease Agreement between Driscoll Ranches, LLC and Peninsula Open Space Trust, dated January 17, 2002 (hereafter"Grazing Lease")Tenant has leased the Property for the purpose of grazing livestock and for equestrian and pedestrian activities in accordance with the Resource Management Plan. By entering into this Lease, Tenant desires to enter into a separate lease of the Premises for residential purposes. C. District desires to lease the Premises to Tenant, and Tenant wishes to hire the Premises from District, upon the terms and conditions set forth herein. D. It is understood by both parties that it is the intention of both parties to secure and protect improvements and to preserve the agricultural and open space character of the Property on which the Premises are located and use of the residences shall not conflict with that intent. NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the parties agree as follows: 1. Lease of Premises. District hereby leases the Premises to Tenant, and Tenant hereby hires the Premises from District, for the term, at the rental, and upon the other covenants and conditions set forth herein. The Premises include the following residences and auxiliary structures as shown on Exhibit "A" to this Lease: (a) Lower Ranch House #4 (hereafter"Rental Unit I"). (b) Upper Ranch House #10 and Upper Ranch Garage (hereafter"Rental Unit 2"). (c) Wool Ranch House#17, Wool Ranch Cottage/Pool House #20 and Wool Ranch Garage/Shop#19 (hereafter"Rental Unit 3 EXHIBIT D (d) Folger Ranch House #26 and Folger Ranch Garage #27 (hereafter"Rental Unit 4"). This Lease and Exhibit"A"to this Lease shall supersede entirely and replace the Residential Improvements identified on Exhibit B to the Grazing Lease. A copy of said"Exhibit B" is attached hereto and incorporated herein by this reference. In the event of any conflict between this Lease and the provisions of the Grazing Lease,the provisions of this Lease shall control. Any and all part of the Premises leased to Tenant herein are leased pursuant to the terms of this Lease and are not leased to Tenant pursuant to the Grazing Lease. 2. Term. The term of this Lease shall commence on 2006, which shall be its Effective Date, and shall continue for a period of three (3)years from its Effective Date, unless earlier terminated pursuant to this Lease. 3. Tenant's Option to Extend Term. (a) District hereby grants to Tenant an option to extend the Term of this Lease for an additional period of one (1)year upon expiration of the initial three-year Term of this Lease, (the "First Option") and one additional option to extend the Term of this Lease for one additional year upon expiration of the immediately preceding one (1) year option period(the "Second Option"), so that the maximum Term of this Lease, including the initial three years of this Lease, shall be a total of five (5) years (collectively or individually, "Extended Option Term"). Exercise of any Option shall be on the same terms and conditions as contained in this Lease, except that the rent shall be adjusted as set out in Section 5 herein. (b) Each of these two (2) Options shall be exercised by Lessee, if at all, by Lessee's delivery of written notice of exercise of such Option to District at least ninety(90) days, but not more than one hundred eighty (180)days, prior to expiration of the Lease Term (as extended, if at all, from time to time). (c) Exercise of these two (2) Options is subject to the written consent of District, which shall not be unreasonably withheld. Notwithstanding the foregoing, if Lessee or any subtenant is in default hereunder on the date of delivery of any notice required to be given in order to exercise an Option, said notice shall be of no force or effect, or if Lessee is in default on the date the extended Term referred to in any such notice is to commence, such Extended Option Term shall not commence and this Lease shall expire at the end of the Term during which such notice is given. (d) Lessee shall not be entitled to exercise the Second Option to extend following the First Option to extend unless the First Option to extend has been properly and timely exercised in accordance with the provisions of this Section. (e) In the event the Term of this Lease shall for any reason expire or terminate, all Options to extend which have not been exercised shall be deemed to terminate upon such expiration or sooner termination, and shall thereafter be of no further force or effect. 2 EXHIBIT D After Lessee's exercise of any of said Options to extend, all references in this Lease to the Term shall be considered to mean the Term as extended, and all references to expiration or termination of the Term of this Lease shall be considered to mean the expiration or termination of the Term as extended. (f) Upon exercise by Lessee of any of the Options to extend the Lease Term granted pursuant to Section 3(a) above, the parties shall have sixty (60) days after the District receives the notice exercising said Option during which to agree upon the amount of rent to be payable upon the commencement of the Extended Option Term referred to in said notice. If the parties agree upon the amount of the rent for the first year of said Extended Option Term, they shall immediately thereafter execute an amendment to this Lease stating the amount thereof. If the parties are unable for any reason to agree upon the amount of such rent within said sixty(60) day period, the rent shall be determined by arbitration utilizing the following procedures: (i) District shall propose the names of three arbitrators within ten (10) business days of said sixty (60) day period to Lessee; (ii) Lessee shall have ten(10) business days thereafter to select an arbitrator from the names proposed by District; and (iii) the arbitrator so selected shall determine the rent as being either a value equal to that proposed by a party or a value in between those proposed by the parties. The decision of the arbitrator shall be binding on both parties. The costs of arbitration shall be borne equally by Lessee and District. All arbitration shall be. completed prior to the expiration date of the Term hereof. Such arbitration shall be conducted in accordance with the then current rules of the American Arbitration Association. 4. Landlord's Option to Terminate Lease As to All or a Portion of the Premises. District shall have the right to terminate this Lease as to all or a portion of the Premises if District has determined, for bona fide reasons, that any portion of the Premises is needed for District's use in carrying out its operations. District may exercise this option by the delivery of written notice at least six (6) months prior to the desired termination date. In the event this option is exercised by District, the rent payable under this Lease shall be adjusted pursuant to Section 5 herein. 5. Rent. (a) Tenant and District agree that, pursuant to Civil Code Section 1942.1, and as more particularly set forth in Sections 13 and 14 of this Lease, Tenant shall provide valuable services to the District and maintain and repair the Premises as part of the consideration for the lease of the Premises. Therefore, Tenant shall pay to District each month as rent for the Premises the sum of Two Thousand Four Hundred Dollars ($2,400.00). Said rent shall be considered to be allocated between the individual rental Units as follows: (i) rental Unit 1: $500.00 (ii) rental Unit 2: $900.00 (iii) rental Unit 3: $500.00 (iv) rental Unit 4: $500.00. Said rent shall be payable in advance on the first day of each month during the term of this Lease to District at 330 Distel Circle, Los Altos, CA 94022, or at such other address as District may 3 EXHIBIT D from time to time designate in writing to Tenant. Subject to Section 7 below, rent shall be payable only by personal check, cashier's check, money order, or in cash. (b) If District exercises its option to terminate this Lease as to any portion of the Premises in accordance with Section 4 herein, the rent due under this Lease will be reduced by the proportionate amount of rent attributed to the portion of the Premises which is the subject of District's Lease termination based upon the allocated rent as specified in Section 5(a) above or as may be increased during any Extended Option Term. 6. Late Payments. Tenant and District acknowledge and agree that in the event that Tenant fails to pay rent on or before the fifth(5th) day after the date due, District will incur damages due among other things to increased accounting costs and collection costs, the amount of which would be impracticable and extremely difficult to fix. Tenant therefore agrees to pay five percent (5%) of each such late payment as liquidated damages, which amount represents a reasonable approximation of the damages which are likely to result from such late payment. Such liquidated damages shall be deemed additional rent and shall be due together with rent for the delinquent period. 7. Dishonored Checks. In the event a personal check given by Tenant to District for payment of rent shall be dishonored due to insufficient funds, District agrees to make one attempt to redeposit the first (and only the first) of such dishonored checks. In the event such check shall again be dishonored, or in the event any additional rent checks shall be dishonored, Tenant shall, after written notice from District so requesting, make all future rent payments to District by cashier's check, money order, or cash only, and if any such future payment is made in cash, shall deliver the same in person to District's business office at the address set forth in Section 5, as the same may be changed by District from time to time. 8. Security Deposit. Tenant shall upon execution of this Lease, deposit with District the sum of Two Thousand Four Hundred Dollars ($2,400.00) (the "Deposit") as security for the full performance and observance by Tenant of each and all of the provisions of this Lease to be performed and observed by Tenant. District shall be entitled to use the Deposit or any portion thereof to remedy any default in payment of rent by Tenant, to clean the Premises upon termination of this Lease, and to repair any damage to the Premises resulting from Tenant's occupancy of the Premises. District shall return to Tenant within twenty-one (2 1) calendar days after the later of termination of this Lease as to the entire Premises or Tenant's vacation of the entire Premises, the entire amount of the Deposit, without interest thereon, less only such sums as District is entitled to apply against unpaid rent, cleaning the Premises, and/or repairing any damage thereto. District shall not be required to keep the Deposit separate from its general funds. Tenant may not apply the Deposit to rent due under this Lease without District's prior written consent. If all or any portion of the Deposit is applied by District during the Term of this Lease, District may require that Tenant replenish the full amount applied. 9. Possessory Interest Tax. Tenant acknowledges that Tenant's interest in the Premises under this Lease may now or hereafter be subject to a possessory interest tax imposed by the County in which the Premises are situated or by other lawful governmental authority. 4 EXHIBIT D Tenant shall pay any such possessory tax prior to delinquency thereof, and shall not be entitled to offset the amount of such tax against rent payable under this Lease. 10. Use. (a) Tenant understands that it is District's intention to preserve the open space and agricultural character of the land upon which the Premises are located, and Tenant agrees to use the Premises in a manner which is consistent with such intent. (b) Subject to the foregoing sentence, the Premises may be used by Tenant for private residential use by no more than four(4) employees of Tenant and their immediate families, provided the total number of persons occupying the Premises does not exceed any applicable occupancy regulation. These residences shall be used for no other purpose without District's prior written consent. Occupancy by guests staying more than fourteen (14) days without the prior written consent of District shall be considered a breach of the provisions regarding assignment and subletting set forth in Section 20 below. (c) Tenant shall not do or permit anything to be done in or about the Premises nor bring nor keep anything therein which will in any way cause a cancellation of any insurance policy covering the Premises or any part hereof, or any of its contents. (d) Tenant shall not commit or allow to be committed any nuisance or waste in or upon the Premises, and shall not permit trash or garbage of any kind to accumulate on or about the Premises. (e) Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance, code, rule, or regulation of any governmental authority, including but not limited to District's "Regulations for Use of Midpeninsula Regional Open Space District Lands," and any amendments thereto, which may now be in force or which may hereafter be promulgated, and Tenant shall at all times during the term of this Lease comply with each of the same. Said regulations are attached hereto as Exhibit"C". 11. Utilities. Tenant shall pay directly to the charging authority on or before the date when due all charges for any and all services and utilities supplied to the Premises including garbage, electricity, water, telephone, propane, cable and other utility services Date: Tenant: Rudy W. Driscoll, Jr. Driscoll Ranches, LLC 12. Tenant Responsibilities. As part of the consideration for the rental of the Premises by Tenant, Tenant agrees to perform the responsibilities as set forth in this Section 12 and Section 13 below: (a) Tenant and all other occupants shall be helpful and courteous in all 5 EXHIBIT D contacts with visitors, neighbors, tenants, agents, lessees, officials, and employees of the District. (b) Tenant shall promptly notify District's Skyline Field Office by telephone at (650) 949-1848 or the Sheriff's Department of San Mateo County at(650) 363-4911, and report any fires, trespassing, hunting, illegal activities, or violation of District Regulations on the Premises or adjoining lands owned by the District. (c) Tenant is solely responsible for the maintenance and repair of the structures and improvements located on the Premises including, without limitation, the spring fed water systems and septic and leech field systems. (d) Tenant will keep the gates accessing the Property secure and locked at all times and report any damages thereto to District. 13. Maintenance and Repair. (a) Tenant accepts the Premises in "as is" condition, and by this Lease, Tenant specifically waives any and all rights of the District arising under, from, or out of Section 1941 of the Civil Code of the State of California. Tenant shall, at Tenant's sole expense, maintain and repair the Premises, dwellings and the improvements located on, and every part thereof, in good, safe, and sanitary condition, order, and repair. (b) Subject to the provisions below, Tenant shall also, at Tenant's sole expense, maintain the Premises and every part thereof, and the personal property, and the lawn, shrubs, and other landscaping surrounding the Premises, in good, safe, and sanitary condition, order, and repair. Tenant shall at all times during the term of this Lease maintain as a fire break an area at least 100 feet in width, surrounding the perimeter of the structures comprising the Premises which shall be free of all low-lying brush, dry weeds, and similar flammable materials. Tenant shall maintain said I 00-foot fire break in compliance with such reasonable standards and instructions as District shall notify Tenant of in writing from time to time. District shall have no duty whatsoever to maintain or repair all or any portion of the Premises, or the personal property, or any personal belongings or leasehold improvements of Tenant. (c) In addition to Tenant's maintenance and repair responsibilities set out above, Tenant may receive rent credit for other types of clean up or repair projects on the Premises on the condition that: G) Tenant obtains District's prior written approval before undertaking any such project. (ii) All work is performed after having obtained any required governmental approvals. (iii) All work is performed using licensed contractors where required. (iv) All work is performed in a good and workman-like manner and completed to the District's satisfaction. 6 EXHIBIT D (v) The amount of credit against the rent has previously been agreed to by District in writing. Credit against rent shall be granted only upon District's written determination that the project has been satisfactorily completed. (d) In view of the provisions of this Lease and particularly the provisions of Sections 3, 13 and 15, Tenant hereby waives all rights to make repairs at District's expense under the provisions of Section 1942 of the Civil Code of the State of California. 14. Insurance. Tenant, at Tenant's sole expense, shall obtain and keep in force during the term of this Lease a general liability insurance policy with an insurance company authorized to do business in California satisfactory to District, protecting District and Tenant against any and all liability arising from any incident occurring on the Premises or from Tenant's use of the Premises, or from any occurrence, in, on, about, or related to the Premises, with a single combined property damage and personal injury limit of Five Million and No/100 Dollars ($5,000,000.00). Tenant shall also maintain insurance on all the buildings and improvements on the Premises against the hazards of fire, vandalism, or other destruction, in an amount equal to their replacement cost. All such liability insurance shall insure performance by Tenant of the indemnification obligations of Tenant set forth in Section 18 hereof, and the policy shall contain a cross-liability endorsement. Tenant agrees to furnish an endorsement of such insurance to District naming District as an additional insured on or prior to the date of commencement of the lease term, and again upon any renewal or modification of such insurance. No such policy of insurance shall be cancelable or subject to reduction of coverage or other modification except after thirty (30) days prior written notice to District. The limits of said insurance shall in no event be deemed to limit the liability of Tenant hereunder. All such insurance shall be primary and noncontributory. 15. Alterations. Tenant shall not make or suffer to be made any alterations, additions or improvements to or of the Premises or any part thereof, without the prior written consent of District. All such alterations, additions, and improvements shall become and remain the property of District immediately upon installation or construction thereof on the Premises unless Tenant and District shall otherwise agree in writing. Tenant may not cut live trees, grade soil, or otherwise alter the physical condition of the Premises without District's prior written permission, except to maintain the fire break required in Section 13 herein. Tenant may, however, at Tenant's own expense paint and otherwise redecorate the Premises. 16. Liens. Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant. 17, Waiver of Claims. District shall not be liable to Tenant, and Tenant hereby waives any claims against District for any damage to property or injury or death to any person in, on, or about the Premises by or from any cause whatsoever. 18. Indemnification. Tenant hereby agrees to indemnify, hold District harmless from, 7 EXHIBIT D and defend District from and against any and all liability, costs, or claims for damage to property or personal injury or death to any person when such damage, injury or death arises out of or is caused in part or in whole by any incident or condition of the Premises or the use of the Premises by Tenant or Tenant's subtenants, invitees, guests, licensees, or contractors, or from the failure of Tenant to keep the Premises in good condition and repair, or from the breach by Tenant of any other provision of this Lease. 19. Hazardous Materials. (a) Definitions. 0) As used in this Lease, the term "Environmental Response Actions" means any and all activities, data compilations, preparation of studies or reports, interaction with environmental regulatory agencies, obligations and undertakings associated with environmental investigations, removal activities, remediation activities or responses�to inquiries and notice letters, as may be sought, initiated or required in connection with any local, state, or federal governmental or private party claims, including any claims by Tenant. (ii) As used in this Lease, the term "Environmental Response Costs" means any and all costs associated with Environmental Response Actions including, without limitation, any and all fines, penalties and damages. (iii) As used in this Lease, the term "Hazardous Materials" includes but is not limited to any substance, material or waste which is (a) defined as a hazardous waste, hazardous material, hazardous substance, extremely hazardous waste, or restricted hazardous waste under any provision of California law; (b) petroleum; (c) asbestos; (d) polychlorinated biphenyls; (e) radioactive materials; (f) designated as a hazardous substance pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321)or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317); (g) defined as a hazardous substance pursuant to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903) or its implementing regulations; (h) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C.)Section 9601); (i) determined by California, federal, or local governmental authority to be capable of posing a risk of injury to health, safety, or property; 0) defined as a pollutant or discharge subject to the requirement of the Porter-Cologne Water Quality Control Act (Water Code "13 020-14076). (b) Tenant shall not cause or permit any person to use, handle, store, transport, release or dispose of any Hazardous Materials on the Premises, except Tenant may use small amounts of materials commonly used in residential landscaping maintenance and in strict compliance with all regulations regarding their use. (c) Hazardous Materials Indemnity. Tenant agrees, from and after the commencement date of this Lease, to defend, indemnify, protect, and hold harmless District and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns ("Indemnitees") from, regarding and against any and all liabilities, obligations, orders, decrees,judgments, liens, demands, actions, Environmental Response Actions (as defined 8 • EXHIBIT D herein), claims, losses, damages, fines, penalties, expenses, Environmental Response Costs (as defined herein) or costs of any kind or nature whatsoever, together with fees (including, without limitation, reasonable attorneys' fees and experts and consultants fees), resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migration, and/or release of Hazardous Materials (as defined herein), at, on, in, beneath or from the Premises by or at the direction of Tenant (sometimes herein collectively referred to as "Contamination"). The Tenant's defense, indemnification, protection, and hold harmless obligations herein shall include, without limitation, the duty to respond to any governmental inquiry, investigation, claim or demand regarding the Contamination, at the Tenant's sole cost. (d) The Tenant hereby waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or nonstatutory law of any other applicable jurisdiction to the full extent that it may lawfully waive all such rights and benefits pertaining to the subject matter of this Section. (e) Written Notice of Existence of Hazardous Materials on the Property. (i) Two environmental investigations of the Property have been conducted by Erler& Kalinowsky Inc. ("EKI"); a Phase I Environmental Site Assessment dated August 1, 2001, and a Phase 11 Environmental Site Assessment dated October 25, 2005 (the "Site Assessments"). The Site Assessments have been provided to Tenant. The Site Assessments conclude that certain Hazardous Materials are present on or in certain areas of the Property. Copies of these Assessments have been provided to Tenant. The Site Assessments do not conclude that Hazardous Materials are present on the Premises which are the subject of this Lease, but on, in or under other areas of the Property. (ii) A Mitigated Negative Declaration has been prepared by the District which describes potential contaminants on the Property and/or Premises. This document has also been provided to Tenant. The District does not have specific knowledge of the presence of asbestos or lead-based paint in the various structures on the property, nor in the rental Units which are the subject of this Lease, but the Site Assessments and Mitigated Negative Declaration conclude that there is the potential for the presence of these materials. General handling procedures and exposure risks are described in the Mitigated Negative Declaration. (iii) During the Term of the Lease, the District may determine to or may be required to remediate the presence of these Hazardous Materials. Tenant agrees to take tenancy AS IS AND WITH FULL KNOWLEDGE OF THESE FACTS. (iv) In the event that such remediation prevents Tenant from using all or a Portion of the Premises for a period in excess of ten (10) days, then Tenant's rent shall be reduced for such time as Tenant is prevented from using the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that the Tenant is prevented from using bears to the total rentable area of the Premises. 9 EXHIBIT D (v) Waiver and Release. Other than Tenant's right to seek rent reduction as set out in this Section, Tenant hereby waives, releases, and forever discharges District and its officers, officials, employees, and agents (hereafter collectively"District") from any and all causes of action, claims, costs, damages, and liabilities, including without limitation personal injury, death, or property damage, or business interruption, or loss of quiet enjoyment, which Tenant may have now or in the future against District arising out of the presence or remediation of Hazardous Materials on the Premises or the Property. (vi) Indemnity. Tenant further agrees to defend, indemnify, and hold District harmless from any claims, causes of action, costs, damages and liabilities of any kind or nature, including, without limitation, personal injury, death, property damage, business interruption or loss of quiet enjoyment brought by any third persons, including but not limited to any subtenants of Tenant, against District arising out of the presence or remediation of Hazardous Materials on the Property or the Premises. This duty to indemnify shall exclude only the duty to indemnify District for District's costs of remediation of any Hazardous Materials on the Premises or the Property which were not introduced, or caused to be introduced, on, in or under the Property or the Premises by Tenant or any subtenant. (vii) If Tenant introduces, or permits or causes the introduction, of any Hazardous Materials on the Premises or Property resulting in contamination greater than levels established as permissible by any government agency having jurisdiction over such contamination, then Tenant shall, at its sole cost, promptly take any and all action necessary to investigate and remediate such contamination as required by law and Tenant shall be solely responsible for, and shall defend, indemnify, and hold District harmless from and against all claims, costs and liabilities, including attorneys' fees and costs, arising out of or in connection with any investigation or remediation of such contamination. 20. Assignment and Subletting. (a) Tenant shall not assign this Lease or sublet the Premises or any interest therein without the prior written consent of District, which consent may be withheld for any reason. Any such sublease or assignment without District's consent is a material breach of this Lease and voidable at District's option. (b) Upon District's consent to Tenant's request to sublet all or a portion of the Premises, Tenant shall submit any proposed sublease to District for its prior written approval. Such consent not to be unreasonably withheld. For each approved subtenant, Tenant shall provide a Waiver of Relocation Benefits and Tenant Estoppel Certificate executed by any such subtenant, subtenants, or licensees in the form set forth in Exhibit "D" attached hereto. (c) District will not unreasonably withhold its consent to Tenant's request to sublease Rental Unit 2 to Daniella Dilbert as a personal residence and for operation of a small dog kennel provided: (i)the sublease is consistent with all applicable terms and conditions of this Lease; (ii) the sublease provides that subtenant is responsible for complying with all applicable ordinances and regulations, and obtaining, if required, and maintaining valid permits for operation of a dog kennel; (iii) the sublease is subject to District's prior written approval; and (iv) 10 EXHIBIT D the operation of the dog kennel does not have any adverse impact on the open space and agricultural resources at the Property. 21. Damage or Destruction. In the event the Premises shall be damaged or destroyed in part or whole, then District shall be entitled to elect, by written notice to Tenant, as soon as reasonably possible after Tenant notifies District of said damage, either(i)to repair the same and restore the Premises to substantially the same condition as existed immediately prior to such damage, or (ii)to terminate this Lease, after which neither party shall have any further liability or obligation to the other hereunder, except for liabilities or obligations which accrued prior to such election to terminate. In the event District shall elect to repair or restore the Premises, Tenant shall not be entitled to any damages or other compensation from District from any loss of quiet enjoyment or for any other reason arising from District's repair or restoration activities. District shall in no event be required to repair or replace any personal property installed or maintained by Tenant in or about the Premises, and Tenant hereby releases District from any responsibility for Tenant's personal property, furnishings or household goods. 22. Enja by District. District shall, at any and all reasonable times and on reasonable notice, have the right to enter the Premises to inspect the same, to post notices of non- responsibility, to repair the Premises, and to exhibit the Premises to prospective tenants. Tenant hereby waives any claim for damages for any loss of occupancy or quiet enjoyment of the Premises occasioned thereby. 23. Default by Tenant. (a) The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant: (i) The abandonment of the Premises by Tenant, or (ii) A failure by Tenant, or any subtenant, to observe and perform any provision of this Lease, or (iii) A sublease or assignment of all or a portion of the Premises without District's prior written consent. (b) In the event of any such default by Tenant, then in addition to any other remedies available hereunder to District or at law or in equity, this Lease and all rights of Tenant hereunder shall be terminated upon delivery by District of notice of such termination to Tenant. Upon such termination, District may recover from Tenant all amounts necessary to compensate District for all the detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. (c) In addition to the remedies provided above, in the event Tenant shall fail to perform any obligation to be performed by Tenant under this Lease, or shall fail to pay any sum required to be paid by Tenant under this Lease, District may, but shall not be obligated to do so, perform or pay the same or cause the same to be performed or paid, and Tenant shall EXHIBIT D promptly upon demand by District therefore, reimburse to District all costs reasonably incurred by District in connection therewith, together with interest on such sums at the rate of ten percent (10%)per annurn from the date incurred by District until repaid in full by Tenant. 24. Surrender, Waiver of Relocation Rights. Upon expiration or sooner termination of the term of this Lease, Tenant shall vacate the Premises and remove all persons and personal property therefrom, and shall surrender possession of the Premises to District with the condition of the Premises as it existed at the commencement of the term of this Lease, subject only to reasonable wear and tear and damage due to causes beyond the reasonable control of Tenant. Tenant, on behalf of Tenant, and on behalf of Tenant's immediate family hereby specifically waives any rights to, and releases District from any and all claims for, relocation benefits and/or relocation payments to which Tenant and those claiming through Tenant might otherwise be entitled pursuant to California Government Code Section 7260 el seq., and any similar or successor statutes. Tenant shall hold District harmless from and defend and indemnify District against any and all liability, cost, and expense suffered or incurred by District and arising in connection with any such right or claim. By Tenant's signature below, Tenant specifically recognizes and accepts the terms of this Section 24 of this Residential Lease Agreement. THIS IS A WAIVER OF RELOCATION BENEFITS Dated: Tenant Rudy W. Driscoll, Jr. 25. Notices. All notices, demands, requests, or consents (collectively "notices") given hereunder by either party to the other, shall be made in writing and shall be delivered personally or by first class mail, postage prepaid, and addressed to the parties as follows: District: Mid peninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: Manager, Real Property Department (650) 691-1200 -telelephone (650) 691-0485 - fax Tenant: Rudy W. Driscoll, Jr. Driscoll Ranches, LLC P.O. Box 620322 Woodside, CA 94062 (650) 529-9520-telelephone (650) 529-1135-fax Notice given by mail in accordance with the requirements set forth above shall be deemed to have been delivered five (5) days after the posted date of mailing. 26. Waiver. Waiver by District of any breach of any term, covenant, or condition 12 EXHIBIT D 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. District's acceptance of a partial payment of rent shall not be deemed an accord and satisfaction, and shall not be deemed a waiver of District's right to recover the full amount thereof. 27. Attorneys' Fees. If an action shall be instituted to enforce this Lease, the prevailing party shall be entitled to recover reasonable attorneys' fees as fixed by the Court having jurisdiction. 28. Holding Over. Any holding over after expiration of the Lease Term, with the consent of the District, shall be a month-to-month tenancy in accordance with the terms of this Lease, if applicable. No holding over shall extend the time for the exercise of any Option as set out in Section 3 herein unless agreed upon in writing by District. 29. General. (a) This Lease contains all of the terms, covenants, and conditions agreed to by District and Tenant and supersedes any and all Leases previously made between Tenant and District with respect to the Premises. This Lease may not be modified orally or in any manner other than by a written instrument signed by both of the parties to this Lease or their respective successors in interest. (b) If any term, covenant, condition, or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. (c) The covenants and conditions hereof, subject to the provisions as to subletting and assignment, shall inure to the benefit of and bind the heirs, personal representatives, successors and assigns of the parties hereto. (d) The Section headings of this Lease are for convenience only and are not a part of this Lease and do not in any way limit or amplify the terms and provisions of this Lease. (e) All persons who have signed this Lease as Tenant shall be jointly and severally liable hereunder. (f) This Lease shall be governed and construed in accordance with the laws of the State of California. (g) Time is of the essence as to each and all of the provisions of this Lease with respect to which time of performance is a factor. 13 IN WITNESS WHEREOF, District and Tenant have executed this Lease the day and year first above written. "DISTRICT" "TENANT" MIDPENINSULA REGIONAL OPEN By: SPACE DISTRICT, a Public District Rudy W. Driscoll, Jr. AGREED AND ACCEPTED: Date: By: L. Craig Britton General Manager Date: APPROVED AS TO FORM: By: Michael C. Williams Real Property Manager and Susan Schectman General Counsel ATTEST: Sally Thielfoldt, District Clerk EXHIBIT E LEASES i I i EXHIBIT E EXHIBIT F LIST OF TENANTS, SUBTENANTS OCCUPANTS AND LICENSEES EXHIBIT F EXHIBIT G TENANT ESTOPPEL CERTIFICATES AND WAIVER OF RELOCATION BENEFITS Tenant Name and Address: The undersigned, as tenant("Tenant") under that certain Lease Agreement("Lease"), made with Peninsula Open Space Trust ("POST"), as landlord hereinafter referred to as "Landlord") with respect to the above-referenced property("Premises"), the description of which Premises is attached hereto as Exhibit A, represents to the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ("District") for its benefit and reliance, as follows: 1. A complete, true and correct copy of the Lease (inclusive of all addenda, exhibits and riders thereto and all amendments and modifications thereof to date), is concurrently herewith certified and delivered by Tenant to District and attached hereto as Exhibit B. 2. The Lease as attached hereto is the only agreement between Landlord and Tenant with respect to the Premises, and there are no modifications, amendments, supplements or understandings, oral or written, amending, supplementing or changing the terms of the Lease except as so attached hereto. 3. The Lease is in full force and effect, having been duly executed and delivered by Tenant and is a valid binding obligation of Tenant. 4. Tenant has accepted possession of the Premises and any improvements required by the terms of the Lease to be made by Landlord have been completed to the satisfaction of Tenant. 5. Rental and other amounts due and payable under the Lease to be made by Landlord have been paid to the date of Tenant's execution of this Estoppel Certificate. 6. Landlord is not in default under any of the terms, conditions or covenants of the Lease, and Tenant does not possess or assert any claims against the Landlord for failure to perform any of the terms of the Lease. Landlord has fulfilled all of its duties and obligations under the Lease. 7. No notice has been received or given by Tenant of any default under the Lease by Landlord or Tenant that has not been cured, and there are no circumstances that, with the passage of time or giving of notice, or both, would constitute a default by Landlord or Tenant. 8. The address for notices to Tenant is as follows: EXHIBIT G 9. Tenant has no charge, lien, or claim of offset under the Lease or against rent or other charges due under the Lease, and Tenant has no outstanding claim for credit or reimbursement on account of Tenant's improvements to the Premises. 10. Tenant has no right or option to purchase the Premises or any part or all of the building of which they are a part, or to renew or extend the Lease, or to expand the Premises. 11. Tenant has not received notice of any assignment, hypothecation, mortgage or pledge of Landlord's interest in the Lease or the rents or other amounts payable under the Lease. 12. The amount of any security or other deposit returnable to Tenant pursuant to the Lease is set forth in the Lease and the amount of any rental and other amounts paid more than thirty(30) days prior to the date on which they are due under the Lease are also set forth in the Lease. 13. Tenant has not assigned or entered into any subleases or licenses, whether oral or written, of the Premises, except as follows: 14. On Landlord's notice to Tenant of the Closing of District's acquisition of the Premises, Tenant shall attorn to, be liable to, and recognize District as the Landlord under the Lease and shall be bound by and perform all of the obligations imposed by the Lease on Tenant, and District shall succeed to all of the rights of the Landlord under the Lease. Tenant acknowledges and agrees that District shall not be liable for any act or omission of any person or party who may have been a Landlord under the Lease before District's acquisition of the Premises and District shall not be subject to any defenses or offsets or claims Tenant may have against POST or any prior Landlord. 15. Waiver of Relocation Benefits. Tenant understands and agrees that Tenant may be entitled to receive certain relocation benefits as provided for by the Federal Uniform Relocation Assistance and Real Property Acquisition Act of 1970 (Public Law 100-17, Title IV) of the Surface Transportation and Uniform Relocation Assistance Act of 1987 (42 U.S.C. § 4601 et s•eq). Tenant hereby waives any and all existing and/or future claims or rights Tenant may have against District for any relocation assistance, benefits, procedures, or policies as provided in said laws or regulations adopted thereunder and to any other compensation. EXHIBIT G 16. Tenant makes the foregoing statements, declarations, representations and warranties to District with the understanding that District may take certain actions based on the District's material reliance on this Estoppel Certificate, including but not limited to District's purchase of the Premises. Tenant understands that if any of the statements made by Tenant in this Estoppel Certificate are materially false or misleading, or omit to state a material fact, as a result of any circumstances known to Tenant, that Tenant may be prevented from taking a position that is inconsistent with the statements set forth above in this Estoppel Certificate. Tenant By: Name: Its: Dated: 200_ EXHIBIT G EXHIBIT H ASSIGNMENT OF LEASES AND SECURITY DEPOSITS This Assignment of Leases and Security Deposits ("Assignment") is entered into as of , 2006 between Peninsula Open Space Trust("POST"), a California non-profit public benefit corporation("Assignor") and Midpeninsula Regional Open Space District ("District"), a California special district ("Assignee"). RECITALS A. Assignor and Assignee have entered into a Purchase Agreement("Agreement") dated 2006 in which Assignee has agreed to acquire real property known as Driscoll Ranch, located in an unincorporated area of the County of San Mateo, State of California("Property"), Assessor's Parcel Numbers 082-170-010, 082-170-040, 082-140-020, 078-270-010, 078-270- 020, 078-270-030, 078-290-010, 078-290-020, 078-290-030 and 078-290-060, and more particularly described in Exhibit A of the Agreement. B. Assignor has previously entered the following leases of the Property ("Leases"), copies of which are attached, hereto marked Exhibit B, and incorporated in this Assignment: 1. Lease Agreement between POST and Driscoll Ranches, LLC, dated January 17, 2002. 2. (If applicable) 3. (If applicable) C. Assignor has accepted and retained any required security deposits (collectively"Security Deposits") from tenants under the Leases in the amounts set forth in attached Exhibit B and incorporated in this Assignment. D. Pursuant to the Agreement, Assignor has agreed to assign to Assignee all right, title, and interest in the Leases and the Security Deposits, and Assignee has agreed to assume all Assignor's obligations under the Leases. For good and valuable consideration received, Assignor and Assignee agree as follows: SECTION 1. ASSIGNMENT Assignor assigns all right, title, interest, and obligations in the Leases and the Security Deposits to Assignee effective upon the date of Close of Escrow for the purchase of the Property from assignor by assignee, which shall be the effective date of this Assignment. EXHIBIT H SECTION 2. NOTICE TO TENANTS Following the execution of the Agreement, Assignor shall give notice to the tenants under the Leases that Assignee has entered into the Agreement to license and manage the Property and has been assigned the landlord's interest in the Leases. SECTION 3. ASSUMPTIONS Assignee assumes all the landlord's obligations, duties, responsibilities, and liabilities under the Leases. SECTION 4. ASSIGNOR'S COVENANTS Assignor covenants to the best of its knowledge that the Leases are in full force and effect. Assignor further covenants to the best of its knowledge that there are no defaults under the Leases. SECTION 5. INDEMNITY A. Assignor shall indemnify and defend Assignee against and hold Assignee harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements (collectively"Claims") caused by any failure by assignor to perform any of its obligations under the Lease(as landlord)prior to the date of this Assignment or any breach of the Lease occurring prior to the date of this Assignment. B. Except as set forth in the preceding paragraph, Assignee shall indemnify and defend Assignor against and hold Assignor harmless from any Claims caused by Assignee's failure to perform any of its obligations under the Lease (as landlord) on or after the date of this Assignment (i.e., do not arise out of conduct, acts or failures to act, circumstances or events taking place prior to the date of this Assignment) and during the period of Assignee's ownership of the real property subject to the Lease. SECTION 6. SUCCESSORS This Assignment shall be binding on and inure to the benefit of the parties to it, their heirs, executors, administrators, successors in interest, and assigns. SECTION 7. SEVERABILITY If any term or provision of this Assignment shall be held invalid or unenforceable, the remainder of this Assignment shall not be affected. EXHIBIT H SECTION 8. WAIVERS No waiver or breach of any covenant or provision shall be deemed a waiver of any other covenant or provision, and no waiver shall be valid unless in writing and executed by the waiving party. SECTION 9. CONSTRUCTION Headings are solely for the parties' convenience, and are not a part of this Assignment, and shall not be used to interpret this Assignment. The singular form shall include plural and vice versa. This Assignment shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this Assignment. SECTION 10. COUNTERPARTS This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. This Assignment may not be amended or altered except by a written instrument executed by Assignor and Assignee. SECTION 11. FURTHER ASSURANCES Whenever requested to do so by the other party, each party shall execute, acknowledge, and deliver any further conveyances, Assignments, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and any further instruments or documents that are necessary, expedient, or proper to complete any conveyances,transfers, or assignments contemplated by this Assignment. In addition, each party shall do any other acts and execute, acknowledge, and deliver any requested documents in order to carry out the intent and purpose of this Assignment. SECTION 12. THIRD-PARTY RIGHTS Nothing in this Assignment, express or implied, is intended to confer upon any person, other than the parties and their respective successors and assigns, any rights or remedies. SECTION 13. GOVERNING LAW This Assignment shall be governed and construed in accordance with California law. 111 EXHIBIT H POST and DISTRICT, by their execution below, indicate their consent to the terms of this Assignment. POST: PENINSULA OPEN SPACE TRUST, a California non-profit public benefit corporation By: Audrey C. Rust, President Date: DISTRICT: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVED AND ACCEPTED: By: L. Craig Britton, General Manager Date: APPROVED AS TO FORM: By: Susan M. Schectman, General Counsel ATTEST: By: Sally Thielfoldt-, District Clerk Date: EXHIBIT H