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Home My Public Portal AboutResolution - 06-30- 20060809 - Amend Purchase Agreement RESOLUTION No. 06-30 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on August 9, 2006, at a Regular Meeting thereof, by the following vote: AYES: Jed Cyr, t4ary Davey, Nonette Hanko, Larry Hassett, Deanne Little, Ken Nitz, Pete Siemens NOES: None ABSTAIN: Norte ABSENT: None ATTEST: APPROVED: S retary P ident Board of Directors and o irectors I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly held and called on the above day. Dist ' erk RESOLUTION 06-30 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING EXECUTION OF AN AMENDMENT TO THE PURCHASE AGREEMENT-BARGAIN SALE, 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. On January 12, 2006, the Board of Directors of Midpeninsula Regional Open Space District approved Resolution No. 06-03 accepting the offer contained in that certain Purchase Agreement—Bargain Sale by and between Peninsula Open Space Trust, a California non-profit,public benefit corporation and Midpeninsula Regional Open Space District, a California public agency, for purchase of the Driscoll Ranch Property. The Board of Directors hereby approves an Amendment to said Purchase Agreement-Bargain Sale, 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 Amendment on behalf of the District. Section Two. The General Manager and General Counsel are authorized to approve any revisions to the attached Amendment that do not significantly change any term or condition thereof. The General Manager is authorized to execute such other transactional documents as are necessary or appropriate to the closing or implementation of this transaction. i I . AMENDMENT TO PURCHASE AGREEMENT—BARGAIN SALE That certain Purchase Agreement—Bargain Sale,entered into on January 12,2006, by and between PENINSULA OPEN SPACE TRUST,a California non-profit,public benefit corporation, (hereinafter called "POST"), and 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")for the purchase of that certain real property located within an unincorporated area of the County of San Mateo, State of California,containing approximately three thousand six hundred eighty and seven tenths(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, is hereby amended as set forth below. This Amendment and the Purchase Agreement—Bargain Sale shall collectively be referred to as the"Agreement". 1. Section 1. Agreement of Sale. Subsection I.A. is hereby amended to read as follows: I.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 Mateo, State of California,containing approximately three thousand six hundred eighty and seven tenths(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. 2. Section 5. Closing. Subsection 5.C(ii) is deleted in its entirety and replaced with the following subsection: 5.C(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 thirty(30)days following the fulfillment of the District's Closing Conditions as set forth in Section 3, but in no event later than November 1, 2006; provided, however,that the parties may, by written agreement,extend the time for Closing. 3. Section 5. Closing. Subsection S.E. shall be amended to read as follows: S.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) Deposit: On or before August 18, 2006, District shall deposit the sum of Five Million and No/100 Dollars($5,000,000)with Escrow Holder as a deposit to be credited to the Purchase Price at Closing. On or before August 22, 2006, Escrow Holder shall release the Deposit to POST. The full amount of the Deposit shall be credited toward the Purchase Price of Nine Million and No/100 Dollars($9,000,000)as set out in Section 2. The Deposit shall be fully refundable if the purchase of the Property is not consummated for any reason whatsoever, including but not limited to the breach or default of the District. In such case, 1 POST shall fully refund the Deposit to District within thirty(30)days of the date of written notice from District to POST of termination of this Agreement. If the purchase of the Property is not consummated, POST shall have no right,title or interest in the Deposit. POST shall have no rights or remedies or offsets of any kind against District as a result of such Deposit refund. (iii)Purchase Price. District's check payable to Escrow Holder in the amount of amount of Three Million Nine Hundred Ninety-Nine Thousand and No/100 Dollars($3,999,000) which is the balance of the full Purchase Price of Nine Million and No/100 Dollars ($9,000,000.00), less the $1,000 paid into escrow in accordance with Section 13 of this Agreement. (iv) Assignment of Leases. A fully executed Assignment of Leases in the form attached to this Agreement as Exhibit H. (v) Springwater Easement Agreement. A fully executed Springwater Easement Agreement in the form attached to this Agreement as Exhibit C. (vi) Residential Rental Agreement. A fully executed Residential Rental Agreement in the form attached to this Agreement as Exhibit D. (vii)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. 4. The parties hereby ratify the Agreement as modified by this Amendment. IN WITNESS WHEREOF,the parties hereto have caused this Amendment to the Purchase Agreement- Bargain Sale to be executed. DISTRICT: POST: MIDPENINSULA REGIONAL OPEN PENINSULA OPEN SPACE TRUST, SPACE DISTRICT a California non-profit, public benefit corporation APPROVED AND ACCEPTED: b P dent, rd of Directors Audrey C. Rug, President Date: O Date: kwmpmadne ATTEST: istrict C Date: WIP7b 2 I