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Document No. 95-22
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RESOLUTION 9 5-2 2
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
AUTHORIZING ACCEPTANCE OF PURCHASE
AGREEMENT BARGAIN SALE, AUTHORIZING OFFICER
i
TO EXECUTE CERTIFICATE OF ACCEPTANCE OF
GRANT TO DISTRICT, AND AUTHORIZING GENERAL
MANAGER TO CUTE ANY AND ALL OTHER
DOCUMENTS NECESSARY OR APPROPRIATE TO
CLOSING OF THE TRANSACTION (LONG RIDGE OPEN
SPACE PRESERVE - LANDS OF SEMPERVIRENS FUND)
The Board of Directors of the Midpeninsula Regional Open Space District does
resolve as follows:
Section One. The Board of Directors of the Midpemnsula Regional Open Space
District does hereby accept the offer contained in that certain Purchase Agreement Bargain
Sale between Sempervirens Fund, a California non-profit corporation, and the Midpeninsula
Regional Open Space District, a copy of which is attached hereto and by reference made a
part hereof, and authorizes the President or appropriate officers to execute the Agreement on
behalf of the District.
Section Two. The President of the Board of Directors or other appropriate officer is
authorized to execute a Certificate of Acceptance on behalf of the District.
Section Three. The General Manager of the District shall cause to be given
appropriate notice of acceptance to the seller. The General Manager further is authorized to
execute any and all other documents in escrow necessary or appropriate to the closing of the
transaction.
Section Four. The General Manager of the District is authorized to expend up to
$5,000 to cover the cost of title insurance, escrow fees, and other miscellaneous costs related
to this transaction.
Resolution 9 5-2 2 Page 2
Sectign Five. It is intended, reasonably expected and hereby authorized that the
District's general fund will be reimbursed in the amount of$300,000 from the proceeds of
the next long term District note issue. This Section of this Resolution is adopted by the
Board of Directors of the Midperunsula 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 District's
budgetary and financial circumstances. There are no funds or sources of moneys of the
District that have been, or reasonably are expected to be reserved or allocated on a long-term
'
basis, or otherwise set aside to pay the costs of this open space land acquisition project which
are to be paid or reimbursed out of proceeds of indebtedness to be issued, by District. The
Board of Directors hereby declares District's official intent to use proceeds of indebtedness
to reimburse itself for this open space land acquisition project expenditure.
RESOLUTION NO. 95-22
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on June 14 1995 at a regular meeting thereof, by the following
vote:
AYES:
Mary Davey, Ernestine Henshaw, Betsy Crowder, and Wim de Wit
NOES:
None
ABSTAIN:
None
ABSENT:
Nonette Hanko and Peter Siemens
ATTEST: APPROVED:
Secretary Preside Pro-Tempore
Board of Directors Boar Directors
I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that the
above is a true and correct copy of a resolution duly adopted by the Board of Directors of
the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly
held and called on the above day. 4 a -�
DistriU Clerk
i
PURCHASE AGREEMENT - BARGAIN SALE
This Agreement is made and entered into by and between SEMPERVIRENS FUND, a non-profit
corporation, organized under the laws of the State of California, hereinafter called "Sempervirens" 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.
WITNESSETH
WHEREAS, Sempervirens 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, Sempervirens is the owner of certain real property located within an unincorporated area
of the County of Santa Cruz, which has natural beauty, open space and recreational value, and
ecological significance; and
WHEREAS, District desires to purchase said property both as open space and as part of the
recreational, ecological and aesthetic resources of the San Francisco Midpeninsula area; and
WHEREAS, Sempervirens, out of a desire to promote the public welfare, and share the natural and
scenic beauty and enjoyment of said property with the citizens of the Midpeninsula,area, hereby agrees
to sell and convey the entirety of said real property to District at a price significantly below its fair
market value, and District wishes to purchase and receive said real property on such an opportunity
basis upon the conditions and for the considerations set forth herein.
NOW, THEREFORE, IT IS MUTUALLY UNDERSTOOD AND AGREED as follows:
1. Purchase and Sale. Sempervirens agrees to sell to District and District agrees to purchase
from Sempervirens, Semperviren's real property located within an unincorporated area of the County
of Santa Cruz, State of California, containing approximately One Hundred Sixteen (116) acres, more
or less, and commonly referred to as Santa Cruz County Assessor's Parcel Number: 088-221-04; said
property being further described in the legal description attached to Preliminary Title Report Number
9405064, dated May 23, 1995, from Santa Cruz Title Company; said title report attached hereto as
Exhibit "A" and incorporated herein by this reference. Said property to be conveyed together with any
easements, rights of way, or rights of use which may be appurtenant to attributable to the aforesaid
lands, and any and all improvements attached or affixed thereto. All of said real property and
appurtenances hereinafter called the "Subject Property" or the "Property."
2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be
Three Hundred Thousand and No/100 Dollars ($300,000.00), which is one-half(1/2) of the appraised
fair market value of the Property (see Section 9 hereinbelow); which amount shall be paid in cash as
further provided in Section 3 herein.
Purchase Agreement - Sempervirens Fund Page 2
3. Escrow. Promptly upon execution of this Agreement, in accordance with Section 11
herein, an escrow shall be opened at Santa Cruz Title Company, 201 River Street, Santa Cruz, CA
95060; phone number(408)426-9090, or other title company acceptable to District(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 reasonable require. This Agreement may be amended or
supplemented by explicit additional escrow instructions signed by the parties, but the printed portion
of such escrow instructions shall not supersede any inconsistent provisions contained herein. Escrow
Holder is hereby appointed and instructed to deliver, pursuant to the terms of this Agreement, the
documents and monies to be deposited into the escrow as herein provided, with the following terms and
conditions to apply to said escrow:
(a) The time provided for in the escrow for the close thereof shall be on or before
June 30, 1995, provided; however, that the parties may, by written agreement, extend the time for
Closing. The term "Closing" as used herein shall be deemed to be the date when Escrow Holder causes
the Grant Deed (as defined below) to be recorded in the Office of the County Recorder of Santa Cruz
County.
(b) Sempervirens 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 of the Property pursuant to the terms of this Agreement.
(c) Sempervirens shall deposit into the escrow on or before the Closing an executed
and recordable Grant Deed covering the Property.
(d) District shall deposit into the escrow, on or before the Closing:
(i) The required Certificate of Acceptance for the Grant Deed, duly executed
by District and to be dated as of the Closing.
(ii) District's check payable to Escrow Holder in the full amount of the
Purchase Price as further stipulated in Section 2 hereinabove.
(e) District shall pay for 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
Sempervirens in the manner customary in Santa Cruz County. All current property taxes on the
Property shall be handled in accordance with Section 4986 of the Revenue and Taxation Code of the
State of California.
(f) Sempervirens shall cause Santa Cruz Title Company, or other title company
acceptable to District, to be prepared and committed to deliver to District a CLTA standard coverage
Policy of Title Insurance, dated as of the Closing, insuring District in the amount of the Purchase Price
for the Property showing title to the Property vested in fee simple in District, subject only to: (i)current
real property taxes, (ii) listed exceptions numbered 2, 3 and 5 as contained in said Preliminary Title
Purchase Agreement - Sempervirens Fund Page 3
Report (Exhibit A), and (iii) such additional title exceptions as may be approved in writing by District
prior to the closing as determined by District in its sole, absolute and unfettered discretion.
(g) Escrow Holder shall, when all required funds and instruments have been deposited
into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled,
cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the
Recorder of Santa Cruz County. Upon the Closing, Escrow Holder shall cause to be delivered to
District the original of the Policy of the Title Insurance, if required herein, and to Sempervirens Escrow
Holder's check for the full purchase price of the Subject Property (less Sempervirens' portion of the
expenses described in Section 3(e)), and to District or Sempervirens, as the case may be, all other
documents or instruments which are to be delivered to them. In the event the escrow terminates as
provided herein, Escrow Holder shall return all monies, documents or other things of value deposited
in the escrow to the party depositing the same.
4. Visitors Center. The parties to this Agreement envision that in the future, the Subject
Property may provide an ideal location for a visitors center that could be the "gateway" to the Santa
Cruz mountain parks and open space preserves, and the parties of interest could include: State of
California, County of Santa Clara, County of San Mateo, County of Santa Cruz, Midpeninsula Regional
Open Space District, Sempervirens Fund, Save the Redwoods League and Peninsula Open Space Trust.
Therefore, District agrees to allow Sempervirens and others to continue to pursue the idea of locating
such a visitors center on the Subject Property. In the event the Visitor's Center proposal is deemed
feasible by the cooperating parties, District agrees to provide the land area reasonably necessary through
a lease, license or other mutually agreeable process, all, in a manner complimentary to District's
programs and in conformance with any and all State or Federal Grant restrictions on the Subject
property
5. Leases or Occupancy of Premises. Sempervirens warrants that there exist no oral or
written leases or rental agreements affecting all or any portion of the Subject Property. Sempervirens
further warrants and agrees to hold District free and harmless and to reimburse District for any and all
costs, liability, loss, damage or expense, including costs for legal services, occasioned by reason of any
such lease or rental agreement of the Property being acquired by District, including, but not limited to,
claims for relocation benefits and/or payments pursuant to California Government Code Section 7260
et c&q. Sempervirens understands and agrees that the provisions of this paragraph shall survive the close
of escrow and recordation of any Grant Deed(s).
6. Sempmiren's Representations and Warranties. For the purpose of consummating the
sale and purchase of the Property in accordance herewith, Sempervirens represents and warrants to
District that as of the date this Agreement is fully executed and as of the date of Closing:
6.01 Authori1y. Sempervirens has the full right, power and authority to enter into this
Agreement and to perform the transactions contemplated hereunder.
6.02 Valid and Binding Agreements. This Agreement and all other documents
delivered by Sempervirens to District now or at consummation of the transaction have been or will be
duly authorized and executed and delivered by Sempervirens and are legal, valid and binding obligations
of Sempervirens sufficient to convey to District the Subject Property described therein, and are
Purchase Agreement - Sempervirens Fund Page 4
enforceable in accordance with their respective terms and do not violate any provisions of any
agreement to which Sempervirens is a party or by which Sempervirens may be bound or any articles,
bylaws or corporate resolutions of Sempervirens.
7. Hazardous Waste.
(a) Definitions. The term "Hazardous Waste," as used herein, means any
substance, material or other thing regulated by or pursuant to any federal, state or local environmental
law by reason of its potential for harm to human health or the environment because of its flammability,
toxicity, reactivity, corrosiveness or carcinogenicity. The term "Hazardous Waste" also includes
without limitation,polychlorinated biphenyls,benzene,asbestos, petroleum,petroleum by-products,gas,
gas liquids and lead.
The term "Environmental Law" as used herein includes, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section
9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.)
(b) ftresentations and Warranties. Seller hereby represents and warrants to
District that:
(i) The Property does not contain any Hazardous Waste or underground
storage tanks;
(U) Seller and the Property are in compliance with all applicable federal,
state and local laws, statutes, ordinances, orders, guidelines, rules and regulations pertaining to
Hazardous Waste or underground storage tanks;
(iii) At the time Seller acquired the Property, Seller did not know and
had no reason to know that any Hazardous Waste was present, used, manufactured, handled, generated,
stored, treated, discharged, buried or disposed of on, under or about the Property, or had been
transported to or from the Property;
(iv) Seller has not undertaken, permitted, authorized or suffered, and
will not undertake, permit, authorize or suffer the presence, use, manufacture, handling, generation,
storage, treatment, discharge, release, burial or disposal on, under or about the Property of any
Hazardous Waste, or the transportation to or from the Property, of any Hazardous Waste;
(v) There is no pending or, to Seller's best knowledge, threatened
litigation or proceedings before any administrative agency in which any person or entity alleges the
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;
(vi) Seller has not received any notice and has no knowledge or reason
to know that any governmental authority or any employee or agent thereof has determined, or threatens
to determine, that there is a presence, release, threat of release, placement on, under or about the
Purchase Agreement - Sempervirens Fund Page 5
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;
(vii) There have been no communications or agreements with any
governmental authority or agency (federal, state or local) or any private entity, including, but not
limited to, any prior owners of the Property, relating in any way to the 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.
(c) Indemni1y. Seller shall indemnify, defend and hold harmless District from and
against any legal or administrative proceedings brought against District, and all claims, liabilities losses,
damages, and costs, foreseen and unforeseen, including without limitation, attorney, engineering and
other professional or expert fees, directly or indirectly arising from any breach of the warranties or
representations contained herein, or the existence of any hazardous substances of any kind on or in the
property, except when any hazardous substance contamination was caused solely by District. In addition
to any remedies provided in this subsection, in the event Hazardous Waste is subsequently found to exist
on the property, District may exercise its right to bring an action against Seller to recover any cleanup,
repair or remediation costs from Seller and/or any other person or persons determined to have
responsibility for the presence of Hazardous Waste on the Property.
8. Waiver of Statutory Compensation. Seller and District understand and agree that Seller
may be entitled to receive 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, and
California Government Code Section 7267, and following. Seller hereby waives any and all existing
and/or future rights Seller may have to the fair market value of said Property, appraisals, etc., as
provided for by said Federal Law and any corresponding California Government Code Sections, and
in fact said property is being sold on a "bargain sale" basis at one-half(1/2) it's appraised fair market
value, which has been determined to be Six Hundred Thousand and No/100 dollars ($600,000).
9. Miscellaneous Provisions.
9.1 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.
9.2 Attorneys' Fees. If either party hereto incurs any expense, including reasonable
attorneys' fees, in connection with any action or proceeding instituted by reason of any default or
alleged default of the other party hereunder, the party prevailing in such action or proceeding shall be
entitled to recover from the other party reasonable expenses and attorneys' fees in the amount
determined by the Court, whether or not such action or proceeding goes to final judgment. In the event
of a settlement or final judgment in which neither party is awarded all of the relief prayed for, the
Purchase Agreement - Sempervirens Fund Page 6
prevailing party as determined by the Court shall be entitled to recover from the other party reasonable
expenses and attorneys' fees.
9.3 Amendment and Waiver. The parties hereto may by mutual written agreement
amend this Agreement in any respect. Any party hereto may: (i) extend the time for the performance
of any of the obligations of the other party; (ii) waive any inaccuracies in representations and warranties
made by the other party contained in this Agreement or in any documents delivered pursuant hereto;
(iii) waive compliance by the other party with any of the covenants contained in this Agreement or the
performance of any obligations of the other party; or (iv) waive the fulfillment of any condition that is
precedent to the performance by such party of any of its obligations under this Agreement. Any
agreement on the part of any party for any such amendment, extension or waiver must be in writing.
9.4 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.
9.5 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, telex, telecopy, telegraph or cable or other similar
electronic medium, addressed as indicated as follows:
District: Midpeninsula Regional Open Space District
330 Distel. Circle
Los Altos, CA 94022
Attn: L. Craig Britton, General Manager
(415) 691-1200 (VOICE)
(415) 691-0485 (FAX)
Copy To: Susan Schectman, Esq.
District Counsel
Seller: Sempervirens Fund
P. O. Drawer BE
Los Altos, CA 94023
Attn: Verlyn Clausen, Executive Director
(415) 968-4509
FAX (415) 968-9311
If sent by facsimile transmission, telegraph, cable, or telecopy, a confirmed copy of such notice shall
be sent by mail (in the manner provided above) to the addressee. Service of any such communication
Purchase Agreement - Sempervirens Fund Page 7
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. Any party may change its address for such
communications by giving notice thereof to the other parties in conformity with this Section. Nothing
contained in this Section or otherwise in this Agreement shall excuse any party from giving oral
telephonic notice when prompt notification is appropriate, but any oral telephonic notice which is so
given shall not satisfy the requirement of written notice as specified in this Section. The foregoing
provisions regarding the giving of notice by any party shall be applicable to all notices given hereunder
or under any of the Exhibits hereto.
9.6 Severability. If any of the provisions of this Agreement are held to be void or
unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision
of which is binding upon the parties, the parties agree that such determination shall not result in the
nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to
replace such void or unenforceable provisions which will achieve, to the extent possible, the economic,
business and other purposes of the void or unenforceable provisions.
9.7 Counter . 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.
9.8 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.
9.9 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. It
supersedes any and all prior correspondence, conversations, negotiations, agreements, or
understandings, between the parties, including that certain option agreement dated April 24, 1991,
relating to the Subject Property.
9.10 Time of Essence. Time is of the essence of each provision of this Agreement in
which time is an element.
9.11 Survival of Covenants. All covenants of District or Seller which are expressly
intended hereunder to be performed in whole or in part after the Closing, and all representations and
warranties by either party to the other, shall survive the Closing and be binding upon and inure to the
benefit of the respective parties hereto and their respective heirs, successors and permitted assigns.
9.12 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.
Purchase Agreement - Sempervirens Fund Page 8
9.13 Further Documents and Acts. 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 transactions described and contemplated under this
Agreement.
9.14 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.
9.15 Broker's Commission. District shall not be responsible for any real estate
commission or other related costs or fees in this transaction. Seller agrees to and does hereby
indemnify and hold District harmless from and against any and all costs, liabilities, losses,,damages,
claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or
otherwise, claiming through, under or by reason of the conduct of Seller in connection with this
transaction.
9.16 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.
9.17 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.
10. Ag=tance. This Purchase Agreement and the exhibits hereto have been prepared at
District's expense, and in consideration of District's efforts and expense in such regard, Sempervirens
agrees that District has provided sufficient consideration for the irrevocable offer provided herein, such
firm offer period being necessary for District's approval process as a governmental agency. Provided
that this Agreement is signed by Sempervirens and returned to District on or before June 8, 1995,
District shall have until midnight, June 28, 1995, to present this Agreement to its Board of Directors
for acceptance. From the date of execution of this Agreement by Sempervirens until acceptance by
District in accordance with this Section, this instrument shall constitute an irrevocable offer by
Sempervirens to sell and convey the Property to District for the consideration and under the terms and
conditions herein set forth.
Purchase Agreement - Sempervirens Fund Page 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized officers to be effective as of the date of final execution by District in accordance with the
terms hereof.
SEMPERVIRENS FUND
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
APPROVED AS TO FORM: By: .
Ellen C. Weaver, President Board of
Directors
Susan Schectman, District Counsel f u ( �S_
Date
RECOMMENDED FOR APPROVAL:
By:
L. Craig Britton, General Manager Verlyn H. ausen, Executive Director and
Assistant,Secretary of the Board of Directors
APPROVED AND ACCEPTED:
Date
Presi t, Board of Directors
ATTEST: — -
17
Jean Addes, District Clerk
Date
PRELIMINARY REPORT
SANTA CRUZ TITLE COMPANY
[X] 201 RIVER STREET, SANTA CRUZ, CA. 95060 (408) 426-9090
[ ] 830 BAY AVENUE #A, CAPITOLA, CA. 95010 (408) 479-9229
[ ] 2170 41st AVENUE Suite B, CAPITOLA, CA. 95010 (408) 476-5000
[ ] 4340 SCOTTS VALLEY DR. #A, SCOTTS VALLEY, CA. 95066 (408)438-4200
[ ] 9055 SOQUEL DRIVE, APTOS, CA. 95003 (408) 688-9566
[ ] 1820 MAIN STREET, WATSONVILLE, CA 95076 (408) 724-8804 / 688-1448
[ ] 1541 PACIFIC AVENUE #D, SANTA CRUZ, CA 95060 (408) 426-1711
May 30, 1995 IMPORTANT
WHEN REPLYING REFER TO
MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT OUR NO. : 9405064 JHM
330 DISTEL CIRCLE
LOS ALTOS, CA 94022 YOUR NO. : NONE GIVEN
ATTN: CRAIG BRITTON
PROPERTY: UNIMPROVED
In response to the above referenced application for a Policy of Title Insurance, SANTA CRUZ 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 coverage of said Policy or Policies are set forth in
Exhibit A attached. Copies of the Policy forms should be read. They are available from the office
which issued this Report.
PLEASE READ THE EXCEPTIONS SHOWN OR REFERRED TO BELOW AND THE
EXCEPTIONS AND EXCLUSIONS SET FORTH IN EXHIBIT A OF THIS REPORT CAREFULLY.
THE EXCEPTIONS AND EXCLUSIONS ARE MEANT TO PROVIDE YOU WITH NOTICE OF
MATTERS WHICH ARE NOT COVERED UNDER THE TERMS OF THE TITLE INSURANCE
POLICY AND SHOULD BE CAREFULLY CONSIDERED.
IT IS IMPORTANT TO NOTE THAT THIS PRELIMINARY REPORT IS NOT A WRITTEN
REPRESENTATION AS TO THE CONDITION OF TITLE AND MAY NOT LIST ALL LIENS,
DEFECTS, AND ENCUMBRANCES AFFECTING TITLE TO THE LAND.
This Report (and any sup lements or amendments thereto) is issued solely for the purpose of
facilitating the issuance of p a Policy of Title Insurance and no liability is assumed hereby. If it is
desired that liability be assumed prior to the issuance Policy of Title Insurance, a Binder or
Commitment should be requested.
Dated as of MAY 23 , 1995 at 7:30 a.m.
JUDY MTJRRAY , Title officer
The form of Policy of Title Insurance contemplated by this Report is:
A.L.T.A. Loan Policy (10/17/92) With A.L.T.A. Endorsement Form 1 Coverage
C.L.T.A. Coverage Policy - 1990
The estate or interest in the land hereinafter described or referred to covered by this Report is
A FEE
Title to said estate or interest at the date hereof is vested in:
SEMPERVIRENS FUND, A CALIFORNIA NON PROFIT PUBLIC BENEFIT CORPORATION
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions
contained in said Policy form would be as follows: See Exceptions Page One.
CLTA PRELIMINARY REPORT (Rev. 1-1-95) EXHIBIT
Page of -7
EXCEPTIONS ESCROW NO. 9405064 JHM
1. GENERAL AND SPECIAL COUNTY (AND CITY) TAXES, A LIEN NOT YET DUE OR
PAYABLE, FOR THE
FISCAL YEAR . 1995-1996
PARCEL NO. 088-221-04
2 . THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE
PROVISIONS OF CHAPTER 3 .5 (COMMENCING WITH SECTION 75) OF THE
REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA.
3 . AN EASEMENT AFFECTING THE PORTION OF SAID PROPERTY AND FOR THE
PURPOSE STATED HEREIN, AND INCIDENTAL PURPOSES, AS GRANTED IN THE
DEED
FROM EDITH VAN ANTWERP AND WILLIAM C. VAN
ANTWERP, WIFE AND HUSBAND
TO PACIFIC GAS AND ELECTRIC COMPANY, A
CALIFORNIA CORPORATION
FOR A SINGLE LINE OF POLES
RECORDED AUGUST 23 , 1932 IN BOOK 230, PAGE 367,
OFFICIAL RECORDS OF SANTA CRUZ COUNTY
INSTRUMENT NO. 5364
AFFECTS THE ROUTE OF SAID EASEMENT IS NOT
DESCRIBED THEREIN
NO ASSURANCE IS MADE HEREUNDER AS TO THE PRESENT OWNERSHIP OF SAID
EASEMENT
4 . A LEASE, AFFECTING THE HEREIN DESCRIBED PROPERTY, FOR THE TERM AND
UPON THE TERMS, COVENANTS AND CONDITIONS IN AN UNRECORDED LEASE
REFERRED TO IN A MEMORANDUM OF OPTION BETWEEN THE PARTIES NAMED
HEREIN,
DATED . APRIL 24, 1991
LESSOR SEMPERVIRENS FUND, A NON-PROFIT CORPORATION
LESSEE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT,
A PUBLIC DISTRICT
RECORDED MAY 15, 1991 IN BOOK 4835, PAGE 64
OFFICIAL RECORDS OF SANTA CRUZ COUNTY
INSTRUMENT NO. 29218
AFFECTS THE HEREIN DESCRIBED PROPERTY
5. THE HEREIN DESCRIBED LANDS HAVE BEEN ANNEXED TO THE MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT (MIDPENINSULA PRESERVES 1991 - LONG
RIDGE)
INSTRUMENT CERTIFICATE OF COMPLETION
RECORDED APRIL 6, 1992 IN BOOK 5008, PAGE 227
OFFICIAL RECORDS OF SANTA CRUZ COUNTY
INSTRUMENT NO. 24417
CONTINUED PAGE - 1
EXHIBIT
o
Page ..
EXCEPTIONS
ESCROW NO. 9405064 JHM
NOTES
A. NO TRANSFER OR AGREEMENTS TO TRANSFER THE PROPERTY DESCRIBED HEREIN
APPEAR OF RECORD WITHIN TWENTY-FOUR MONTHS OF TH
E DATE OF THIS
REPORT.
TITLE OF THE VESTEE HEREIN WAS ACQUIRED BY
INSTRUMENT GRANT DEED
FROM MERYL CHESEBROUGH, DEALING WITH HER SOLE
AND SEPARATE PROPERTY
TO SEMPERVIRENS FUND, A CALIFORNIA NON PROFIT
PUBLIC BENEFIT CORPORATION
RECORDED FEBRUARY 14, 1984 IN BOOK 3681, PAGE 150
OFFICIAL RECORDS OF SANTA CRUZ COUNTY
INSTRUMENT NO. 7127
AND BY
INSTRUMENT GRANT DEED
FROM ELAINE CHESEBROUGH, DEALING WITH HER SOLE
AND SEPARATE PROPERTY
TO : SEMPERVIRENS FUND, A CALIFORNIA NON PROFIT
PUBLIC BENEFIT CORPORATION
RECORDED FEBRUARY 1, 1984 IN BOOK 3681, PAGE 151
OFFICIAL RECORDS OF SANTA CRUZ COUNTY
INSTRUMENT NO. 7128
AND BY
INSTRUMENT GIFT DEED
FROM : PAUL M. CHESEBROUGH AND NESSIE E.
CHESEBROUGH, HUSBAND AND WIFE
TO SEMPERVIRENS FUND, A CALIFORNIA CORPORATION
RECORDED FEBRUARY 14, 1984 IN BOOK 3681, PAGE 155
OFFICIAL RECORDS OF SANTA CRUZ COUNTY
INSTRUMENT NO. 7130
B. LAST INSURED DATE OVER FIVE YEARS
C. THE FOLLOWING IS SHOWN FOR TAX PRORATION PURPOSES ONLY. THE
INSTALLMENTS SHOWN HEREUNDER ARE PAID IN FULL UNLESS OTHERWISE
SHOWN IN THIS REPORT AS A NUMBERED EXCEPTION.
GENERAL AND SPECIAL COUNTY (AND CITY) TAXES, INCLUDING PERSONAL
PROPERTY TAX, IF ANY FOR THE
FISCAL YEAR 1994-1995
LAND VALUATION $17, 300. 00
IMPROVEMENT VALUATION: $-0-
PERSONAL PROPERTY $-0-
EXEMPTIONS $17, 300. 00
CODE AREA NO. 65-006
PARCEL NO. 088-221-04
1ST INSTALLMENT $42 . 43
2ND INSTALLMENT $42 . 43
CONTINUED PAGE - 2
EXH113IT
Pale_ of7-... .
EXCEPTIONS ESCROW NO. 9405064 JHM
NOTES - CONTINUED
D. THE DIVISION OF CORPORATIONS OF THE STATE OF CALIFORNIA HAS
PROVIDED THIS COMPANY WITH THE FOLLOWING INFORMATION REGARDING THE
CORPORATE STATUS
OF SEMPERVIRENS FUND, A CALIFORNIA NON PROFIT
PUBLIC BENEFIT CORPORATION
STATUS : ACTIVE AND IN GOOD STANDING
E. THIS IS A TITLE ONLY ORDER, AND AS SUCH THIS OFFICE WILL NOT BE
PERFORMING ANY ESCROW FUNCTIONS. FOR QUESTIONS PERTAINING TO YOUR
ESCROW
PLEASE CONTACT MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
ADDRESS : 330 DISTEL CIRCLE
LOS ALTOS, CA 94022
TELEPHONE NO. : (415) 691-1200
ATTENTION CRAIG BRITTON
REFERENCE NONE GIVEN
EP: ck
CONTINUED PAGE - 3 EXHIBIT
Page of
ESCROW NO. 9405064 JHM
EXHIBIT "A"
The land referred to herein is described as follows:
SITUATE IN THE COUNTY OF SANTA CRUZ, STATE OF CALIFORNIA AND
DESCRIBED AS FOLLOWS:
ALL THAT PORTION OF LOTS 6 AND 7 AND THE EAST 1 2 OF THE SOUT
HWEST
THWEST
1/4 OF SECTION 6, AND ALL THAT PORTI
ON OF LOT 1 AND THE EAST 1/2 OF
THE NORTHWEST 1/4 OF SECTION 7, ALL IN TOWNSHIP 8 SOUTH, RANGE 2
WEST, MT. DIABLO BASE AND MERIDIAN, LYING SOUTHERLY AND WESTERLY OF
THE SOUTHERLY AND WESTERLY LINE OF STATE HIGHWAY 55—A, KNOWN AS
SKYLINE BOULEVARD, AND LYING NORTHERLY AND WESTERLY OF THE
NORTHERLY AND WESTERLY LINE OF STATE HIGHWAY 42—A, KNOWN ALSO AS
STATE HIGHWAY 9 .
APN: 088-221-04
EXHIBIT
Pale771?zf
NOTICE I
"IN ACCORDANCE WITH SECTION 18662 AND 18668 OF THE REVENUE AND TAXATION CODE, A BUYER
MAY BE REQUIRED TO WITHHOLD AN AMOUNT EQUAL TO 3 1/3 PERCENT OF THE SALES PRICE, IN
THE CASE OF A DISPOSITION OF CALIFORNIA REAL PROPERTY INTEREST BY EITHER: 1. A
SELLER WHO IS AN INDIVIDUAL WITH A LAST KNOWN STREET ADDRESS OUTSIDE OF CALIFORNIA OR
WHEN THE DISBURSEMENT INSTRUCTIONS AUTHORIZE THE PROCEEDS BE SENT TO A FINANCIAL
INTERMEDIARY OF THE SELLER, OR 2. A CORPORATE SELLER WHICH HAS NO PERMANENT PLACE OF
BUSINESS IN CALIFORNIA. FOR FAILURE TO WITHHOLD, THE BUYER MAY BECOME SUBJECT TO A
PENALTY IN AN AMOUNT EQUAL TO THE GREATER OF 10 PERCENT OF THE AMOUNT REQUIRED TO BE
WITHHELD OR FIVE HUNDRED DOLLARS ($500). HOWEVER, NOTWITHSTANDING ANY OTHER PROVISION
INCLUDED IN THE CALIFORNIA STATUTES REFERENCED ABOVE, NO BUYER WILL BE REQUIRED TO
WITHHOLD ANY AMOUNT OR BE SUBJECT TO PENALTY FOR FAILURE TO WITHHOLD IF: I. THE
SALES PRICE OF THE CALIFORNIA REAL PROPERTY CONVEYED DOES NOT EXCEED ONE HUNDRED
THOUSAND DOLLARS ($100,000), OR 2. THE SELLER EXECUTES A WRITTEN CERTIFICATE, UNDER
THE PENALTY OF PERJURY, CERTIFYING THAT THE SELLER IS A RESIDENT OF CALIFORNIA, OR IF
A CORPORATION, HAS A PERMANENT PLACE OF BUSINESS IN CALIFORNIA, OR 3. THE SELLER,
WHO IS AN INDIVIDUAL, EXECUTES A WRITTEN CERTIFICATE, UNDER THE PENALTY OF PERJURY,
THAT THE CALIFORNIA REAL PROPERTY BEING CONVEYED IS THE SELLER'S PRINCIPAL RESIDENCE
(AS DEFINED IN SECTION 1034 OF THE INTERNAL REVENUE CODE). THE SELLER IS SUBJECT TO
PENALTY FOR KNOWINGLY FILING A FRAUDULENT CERTIFICATE FOR THE PURPOSE OF AVOIDING THE
WHICH
OAUTHORIZE LDING TIHEMENT. THE ' CALIFORNIA FRANCHISE TAX BOARD TO GRANT STATUTES REFERENCED
NWITHHOLD WITHHOLDING AND WAIVERS INCLUDE
PROVISIONS FROM
WITHHOLDING ON A CASE-BY-CASE BASIS."
FOR ADDITIONAL INFORMATION CONCERNING THE WITHHOLDING PROVISIONS REFERENCED ABOVE,
PLEASE CONTACT THE:
FRANCHISE TAX BOARD
WITHHOLD AT SOURCE UNIT
P.O. BOX 651
SACRAMENTO, CALIFORNIA 95812-0651
(916) 369-4900
NOTICE II
THE SANTA CRUZ COUNTY RECORDER ("COUNTY RECORDER") HAS NOTIFIED SANTA CRUZ TITLE
COMPANY ("SANTA CRUZ TITLE") THAT THE COUNTY RECORDER WILL NOT ACCEPT FOR RECORDING
DOCUMENTS WHICH:
1. CONTAIN ANY DOT MATRIX PRINT
2. CONTAIN ANY REDUCED OR TINY PRINT
S. HAVE FAINT OR INCOMPLETE OR SMUDGED NOTARY SEAL(S)
4. HAVE NOTARY SEAL(S) WHICH IS/ARE STAMPED OVER ANY
LINES, PRINT OR WRITING
THE FINAL DECISION ON THE RECORDABLILTY OF A DOCUMENT RESTS ENTIRELY RECORDER, BASED UPON THE FOREGOING, WITH THE COUNTY
AND IS A MATTER OVER WHICH SANTA CRUZ TITLE HAS
ABSOLUTELY NO CONTROL. SANTA CRUZ TITLE IS UNABLE TO DETERMINE WITH CERTAINTY WHICH
DOCUMENTS MAY, OR MAY NOT BE, ACCEPTABLE BY THE COUNTY RECORDER FOR RECORDING AND
THEREFORE SANTA CRUZ TITLE ASSUMES NO LIABILITY FOR ANY DELAY IN THE RECORDING OF A
DOCUMENT, OR THE CONSEQUENCES THEREOF, BASED UPON THE FOREGOING. SHOULD THERE BE ANY
CONCERN OR QUESTION AS TO THE ACCEPTABILITY FOR RECORDING OF ANY DOCUMENT, YOU ARE
OBLIGATED TO NOTIFY SANTA CRUZ TITLE FAR ENOUGH IN ADVANCE TO ALLOW A REASONABLE TIME
FOR THE COUNTY RECORDER TO REVIEW THE DOCUMENT(S) IN QUESTION.
NOTICE III
ON AND AFTER JULY 1, 1985, THE COUNTY RECORDER'S OFFICE WILL CHARGE, IN ADDITION TO
THE REGULAR RECORDING CHARGES, AN EXTRA $20.00 RECORDING FEE, UNLESS A DOCUMENT
EVIDENCING A CHANGE OF OWNERSHIP IS ACCOMPANIED BY A PRELIMINARY CHANGE OF OWNERSHIP
REPORT. IN LIEU OF SAID REPORT, SIGNED BY THE TRANSFEREE, THE RECORDER WILL ACCEPT AN
AFFIDAVIT THAT THE TRANSFEREE IS NOT A RESIDENT OF CALIFORNIA.' TITLE BILLINGS WILL BE
ADJUSTED TO REFLECT SUCH ADDITIONAL FEES WHEN APPLICABLE.
NOTICE IV
CHAPTER 598, CALIFORNIA STATUTES OF 1989 BECAME EFFECTIVE JANUARY 1, 1990, THIS
LEGISLATION DEALS WITH THE DISBURSEMENT OF FUNDS DEPOSITED WITH ANY TITLE ENTITY
ACTING IN AN ESCROW OR SUBESCROW CAPACITY. THE LAW REQUIRES THAT ALL FUNDS BE
DEPOSITED AND COLLECTED BY THE TITLE ENTITY'S ESCROW AND/OR SUBESCROW ACCOUNT PRIOR TO
DISBURSEMENT OF ANY FUNDS. SOME METHODS OF FUNDING
I G MAY
Y SUB
JECT BJE D W CT HI F CH M FUNDS UST E TO HOLDING
EXPIRE BEFORE ANY FUNDS MAY BE DISBURSED. IN ORDER TO AVOIDAANY SUCH
DELAYS,ALL FUNDINGS SHOULD BE DONE THROUGH WIRE TRANSFER.
(REV. 2/92)
EXHIBIT
Page pf
POR. SECS. 6 8 T, T. 8.S.,R 2 W.,M.D.B. 8 M. Tox Area Code 88 22
65-000
05 \ FOR REFERENCE ONLY THIS IS NOT A SURVEY
THIS PLAT IS PROVIDED SOLELY FOR YOUR AID IN V�
1 LOCATING THE LAND IN GENERAL RESPECT TO STREETS 0
_ AND OTHER PARCELS.NO LIABILITY IS ASSUMED FOP
ANY LOSS OCCUR ING BY REASON OF RELIANCE THUM=
a� S92
c � m
Err W
i = 400
M a
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OlTIMBER
PRESERVE �'.
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�� STATE HIGHWAY
Assessors Mop No. 88-22
'Note -Assessors Parcel Block 6
County of Santa Cruz, Calif
Lot Numbers Shown in Circles Jon. 1970
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