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HomeMy Public PortalAbout20070207 - Resolution - Board of Directors (BOD) Cover Sheet for Scanning by ECS Originating Department General Manager Laserfiche Template Board of Directors Template Fields Document Date: 2/7/2007 Document Type: Resolution Preserve Name: Keywords (no more than 4): POST Purchase Tunitas Creek Project Name: Project Number: Vendor or Other Party: Name (First): Name (Last): Address: APN Number: Document No. 07-04 Additional Field: Additional Field: Additional Field: Additional Field: i RESOLUTION NO. 07- o4 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on February 7, 2007 at a Special Meeting thereof, by the following vote: AYES: J. Cyr, M. Davey, N. Hanko, L. Hassett, K. Nitz, C. Riffle, P. Siemens NOES: None ABSTAIN: None ABSENT: None ATTEST: APPROV Secretary /Boatf st Board of Directors 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. District J RESOLUTION NO. 07-04 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT, AUTHORIZING GENERAL MANAGER OR OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT,AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (TUNITAS CREEK OPEN SPACE PRESERVE—LANDS OF PENINSULA OPEN SPACE TRUST) The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Purchase Agreement between Peninsula Open Space Trust, a California non-profit, public benefit corporation and Midpeninsula Regional Open Space District, a California public agency,a copy of which is attached hereto and by reference made a part hereof, and authorizes the President or appropriate ro riate officers to execute the Agreement on behalf of the District. Section Two. The General Manager, President of the Board of Directors, or other appropriate officer is authorized to execute a Certificate of Acceptance and Assignment of Lease on behalf of the District. Section Three. The General Manager of the District or the General Manager's designee shall cause to be given appropriate notice of acceptance to the seller. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and other transactional documents which do not involve any material change to any term of the Agreement or other transactional documents which are necessary or appropriate to the closing or implementation of this transaction. Section Four. The General Manager of the District is authorized to expend up to$45,000 to cover the cost of title insurance, escrow fees, site clean up, and other miscellaneous costs related to this transaction. Section Five. It is intended, reasonably expected,and hereby authorized that the District's general fund will be reimbursed in the amount of$4,245,000 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. 1 � i PURCHASE AGREEMENT—BARGAIN SALE TUNITAS CREEK PROPERTY This Agreement(hereinafter called "Agreement") is made and entered into by and between PENINSULA OPEN SPACE TRUST, a California non-pvoOt, public benefit corporation, � (hereinafter called °PODT"), and the MKJPENINSDL/\ REGIONAL OPEN SPACE DISTRICT, upublic 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 anon-pvofit, 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 uomots of POST are irrevocably dedicated to said purposes and no part of the property and assets of POST shall ever incur to the benefit of any individual; and WHEREAS, POST is the owner of certain real property which has open space and n:ureudiono| value located within an unincorporated area of the County ofSan Mateo, and being more particularly described within the body of this Agreement; and � WHEREAS, District was formed by voter initiative to solicit and receive conveyances of ' real property by purchase, exchange, gift, or bargain purchase for preservation, public park, recreation, \ scenic and open space purposes; and | WHEREAS, District desires to purchase said property for open space preservation and as part ofthe ecological, recreational, aesthetic, and natural resources ofthe midpeninuu\aurca; and VVB£KE&O` POST out ofdesire to promote public welfare, and share the natural and � mocniu "beauty and e �oym�n1oy�h�icpropc�yvvith the midp�ninau|aurcu, hereby i ' | 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 am follows: |. Purchase and Sale. POST agrees to sell (o District and District agrees to purchase from � � POST, P()3T`o real property located within un unincorporated ureaofthcCountyofSanMateo, 8tui of California, containing hundred seven and forty-eight hundredths more � ur less, and commonly nobrrned to as San Mateo County Assessor's Parcel Numbers 066-260-040, 081-090- | 020, 040und 058. Said real property iy further described in the Legal Description attached to Preliminary � Report number 0360UU5]8] from ()|d Republic Title Company dated February 10, 2006. /\ copy ofsaid Preliminary Report is uUuohod hereto as Exhibit"A", and incorporated herein by this reference. Said property is to be conveyed together with any easements, rights of way, or rights of use which may be � appurtenant or attributable|othe aforesaid lands, and any and all irnprovemon1mattuchcd or affixed thereto. � All of said real property and appurtenances shall hereinafter be called the "Subject Property" or the � "Property." � � � | _ � 1 2 Thc1utu ' ("�uccbum� �hc�")f�rd`� mha | bcPou� � . -- ,-'_--' ,—' ' ^ ~ � ` Hundred S Thousand Five Hundred and No/\00 Dollars($462,500.00), which shall bepaid in . cash u1 the "C|osino" us defined in Section ] hereof ]. Escrow. Promptly upon execution of this Agreement, in accordance with Section l| ' herein, an escrow shall he opened at(}|d Republic TiM ��cCompany, 796 �| Cuxninuea|, SanCudou, CA | 94O70 (650) 59|-6782 (Escrow number 0]60O05383) or other title company acceptable to District and POST(hereinafter"Escrow Holder") through which the purchase and sale of the Property shall be consummated. A fully executed copy of this Agreernent 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 tothe terms of this Agreement,the documents and monies to be deposited into the cocoo* as herein provided, with the following tcrnno and conditions toapply to said escrow: A. The time provided for in the escrow for the close thereof shall be on or before February 28, 2007, provided however, that the parties may, by written agreement, extend the tirne for Closing. The term "Closing" as used herein ybu|| he deemed to be the date when Escrow Holder causes the Grant Deed (as defined below)to be recorded in the Office o[the County Recorder of Son Mateo County. � B. POST and District shall, during the escrow period, execute any and all documents � ' and perform any and all acts reasonably necessary or appropriate to consurnmate the purchase and sale � pursuant to the terms oy this Agreement. � C. POST shall deposit into the escrow, on or before the Closing: (i) & du|y executed and recordable Grant Deed, covering the Property us described in said Exhihit'`/\" � (ii) Aduly executed Assignment of Lease, in the form attached 0othis � Agreement as Exhibit B` assigning to District P0ST`a interest as lessor in the Agricultural Lease between POST and Doug Edwards. (iii) A duly executed Tenant Estoppel Certificate 5nnn the Tenant nfthe Agricultural Lease identified in Subsection 6I below in substantially the same the fbnn set Out in Exhibit C, attuched hereto and incorporated by this reference, orSuch other form as io acceptable 0oDistrict. D. District shall deposit into the ey000vv' on or before the Closing: (i) The required Certificate of Acceptance for the Grant Deed, duly executed by District and tu be dated as of the Closing; � (ii) District's check payable to Escrow Holder in the amount of � Four Hundred Sixty-one Thousand Five Hundred and Nn/}00 Dollars ($46|,j00.O0). The $|,O0O.00 � balance of the Purchase Price is paid into escrow as odepoait in accordance with 8cudon I of this � Agreement. (iii) X fully executed Assignment of Lease in the form attached iothis Agreement as Exhibi1B. 2 i E. District shall pay the escrow fees, the CLTA Standard Policy of Title Insurance, if required by District, and all recording costs and fees. All other costs or expenses not otherwise provided for in this Agreement shall be apportioned or allocated between District and POST in the manner customary in San Mateo County. All current property taxes on the Property shall be pro-rated through escrow between District and POST as of the Closing based upon the latest available tax information using the customary escrow procedures. F. POST shall cause Old Republic Title Company, or other title company acceptable to District and POST, to be prepared and committed to deliver to District, a CLTA Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of$4,245,000.00 for the Property showing title to the Property vested in fee simple in District, subject only to: (i) current real property taxes; (ii)exception numbers 5, 6, 8, 10, 11 and 13 as listed in Preliminary Report No. 0360005383 dated February 10, 2006; and (iii) such additional title exceptions as may be approved in writing by District prior to the Closing as determined by District in its sole and absolute discretion. G. Escrow Holder shall, when all required funds and instruments have been deposited into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the County Recorder of San Mateo County. Upon the Closing, Escrow Holder shall cause to be delivered to District the original of the policy of title insurance required herein, and to POST Escrow Holder's check for the full Purchase Price of the Subject Property(less POST's portion of the expenses described in Section 3.E.), and to District or POST, as the case may be, all other documents or instruments which are to be delivered to them. In the event the escrow terminates as provided herein, Escrow Holder shall return all monies, documents or other things of value deposited in the escrow to the party depositing the same. 4. Covenant Regarding Recognition of Significant Supporters. District 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 a specific location, land formation, trail, natural and physical feature, or other area 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. 5. Rights and Liabilities of the Parties in the Event of Termination. In the event this Agreement is terminated and escrow is canceled for any reason, all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. Upon any such termination of escrow, all parties hereto shall be jointly and severally liable to Escrow Holder for payment of its title and escrow cancellation charges (subject to rights of subrogation against any party whose fault may have caused such termination of escrow), and each party expressly reserves any other rights and remedies which it may have against any other party by reason of a wrongful termination or failure to close escrow. 6. POST's Representations and Warranties. For the purpose of consummating the sale and purchase of the Property in accordance herewith, POST makes the following representations and 3 . . . warranties 0oDistrict, which shall survive close of escrow, each of which is material and in being relied upon hvDistrict: A. Aulh1Uj1v. POST has the full right, power and authority toenter into this Agreement and mo perform tile transactions contcmp}uted hereunder. B. Valid and BindinjZ Agreements. This Agreement and all other dooumentm delivered by POST to District now ora1the Closing have been or will he duly authorized and executed and delivered by POST and are legal, valid and binding obligations of POST sufficient to convey to District the Subject Property described therein, and are enforceable in accordance with their respective terms and do not violate any provisions of any agreement towhich POST is a party or by which POST may be bound or any articles, bylaws nr corporate resolutions ofPOST. C. leases. POST has delivered 10 District utrue, accurate, and complete copy oftile Agricultural Lcuec, attached hereto as Exhibit to Exhibit B and incorporated by this reference. There are | no other written or oral leases, uuh|cunes` licenses, occupancies, or tenancies in effect pertaining\othe Property. The Agricultural Lease is in full force and effect; no party iothe Agricultural Lease is in default under the Agricultural Lease; and the Agricultural Lcuuc is subject to no defenses, setoffs, or counterclaims for the benefit of the tenant under the Agricultural Lease; and no rent has been prepaid nor concessions given to the tenant under the Agricultural Lease except um disclosed in the Agricultural Lease. To P{]S7`s knowledge, nu tenant ofthe Property is the subject nfu bankruptcy or insolvency proceeding. POST may � not modify, cancel, amend, or extend the Agricultural Lease or waive any rights under the Agricultural � / Lease orenter into any new tenant lease between the Effective Date and the Closing Date without � i District's prior written approval, which approval oho|| not be unreasonably withheld. POST is in full | compliance with all of the landlord's obligations under the Agricultural Lease. 7. Waiver of Relocation Benefits and Statutory Compensation. POST and District understand and agree that POST may be entitled to receive certain relocation benefits and the fair market value ofthe Property described in Exhibit '`f\", as provided for by the Federal Uniform 8e|ouo1iVn Assistance and Real Property Acquisition Act of\97O (Public Law g|-646), tile Uniform Relocation Act Amendments of|907 (Public Law |O0'l7), Title lVof the Surface Transportation and Uniform Relocation Assistance Act ofiV87 (|0} Statutes, 246-256)(43U.8.C. '4601 x/xoq.)" and the California Relocation Assistance Act, Government Code Section 7260 o/soq. POST hereby waives any and all existing and/or future claims or rights POST may have to any relocation assistance, benefits, procedures, or policies um provided in said laws or regulations adopted thereunder and to any other compensation, except as provided in this /\QvcennnnL POST has been advised xotothe extent and availability nfsuch 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. Q. This mu|n is noudc without representation or warranty by POST, except us expressly set forth in this /\grccnncnt. District represents, vvorrunta` acknowledges and mgrcom that it has had full and ample opportunity prior to the execution of this Agreement to investigate the Property including, but not limited to, the physical condition thereof, the presence, absence orcondition of improvements thereon; and that District shall purchase the Property . 9. Hazardous Waste. � A. Definitions. The term "Hazardous VVustc,^ 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 hurnan health or the environment because of its flammability, toxicity, . . . . ° . reactivity, corrosiveness nrcarcinogenicity. The term "Hazardous Waste" also includes without limitation, polychlorinated biphenyb, benzene, asbestos, petroleum, pe1ro|cunnbv'producta, 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 e/sxg.) and the Resource Conservation and Recovery Act(42D.S.C. Scodon69O| a/xe4.) B. Representations and Warranties. For the purpose of consummating the sale and purchase of the Property, POST makes the following,cpvcmentm1i oils and warranties toDistrict, which shall survive close ofescrow, each of which is material and is being relied upon by District: (i) ToPDST"s knowledge the Property does not contain and has not previously contained any Hazardous Waste or underground storage tanks, and no Hazardous Waste has been oris 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 uf the foregoing; | (ii) POST has not received any notice and POST has noactual knnvv|cdAc / that any private person or governmental authority or administrative agency or any employee or agent thereof has determined, alleged or commenced or threatened to commence any litigation, or other proceedings,todetermine that there is a presence, release,threat of release, placernent on, under or about the Property, or the use, manufacture, handling, generation, storage,treatment, discharge, burial or � diapouu| on, undcroruboutGhcPropeoy, orthetrunaportution (oor6nmthcPrnperty, ofunyBuzuvduun � Waste, nor has POST received any communication from any such person or governmental agency or authority concerning any such matters. C. Indemnity. POST shall indemniFv, defend and hold harmless District Oromand � against and all claims, liabilities, losses, damages, and costs incurred orsuffered by District, including ! without limitation, attorney, engineering and other professional or expert fees,to the extent arising frnm any breach of the warranties or representations contained herein. P0S]`s obligation to indemnify, defend and hold horm|uaa pursuant to this Section g ohu|| not apply where, bused on its own inspections, testing, evaluations and knowledge of the Property, District knew or had reason to know of the existence of any Hazardous Waste ur underground storage tanks oil, under, orabout the Property prior tu the Closing. |0. Miscellaneous Provisions. A. Access for Investigations. From the date POST delivers an executed copy ofthis Purchase Agreement 0n 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 c|ainns actions,� ' | reasonable attorneys' fees and cnu1a)` liabilities, damages, and liens caused by thc activities ofDistrict | � Parties while upon the Property prior tothe Closing; provided, however, the foregoing indemnity ahu|| not cover orinclude any c\uima, damages or liens resulting from District's discovery ofany Hazardous VVaytc � or other pre-existing adverse conditions pursuant to its inspections, testing or evaluation. District's inspections shall beut District's sole expense. District shall repair any damage to the Property that may be caused hy District Parties while on the Property performing its inspections. 5 . . ' 1 � ` B. Choice of Law. The internal laws ofthe State ofCalifornia, regardless ofany choice oy law principles, shall govern the validity o[this Agreement, the construction of its terms and the interpretation mf the rights and duties of the parties. C. Amendment and Waiver. The parties hereto may bv mutual written agreement amend this Agreement in any respect. Any party hereto mnuy: (U waive any inaccuracies inrepresentations and warranties made hy the other party contained in this Agreement or in any documents delivered pursuant hereto; (ii)waive compliance by the other party with any of the covenants contained in this Agreement or the performance of any obligations of the other party; or(iii)waive the fulfillment of any condition that is precedent to the performance by such party of any of its obligations under this Agreement. The General Manager is authorized to take any actions and execute any docurnents necessary or � appropriate\o closing escrow and completing this conveyance. Any agreement on the part of any party for � any such amendment, extension or waiver must heinwriting. D. RijZlits Cumulative. Each and all of the various rights, powers and vcmedieuofthe � parties shall be considered to beoumu|ative with and in addition 0u any other rights, powers and rcmnedicm 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 oriy required to give any notice, dernand, or request with respect to this Agreement(or any Exhibit hereto), each such communication shall � be in writing and shall be deerned 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 orsent by facsimile transmission by telex, telocopy, telegraph or cable or other similar electronic medium, addressed ux indicated uofollows: P081-: Peninsula Open Space Trust 3000 Sand Hill Road Bldg. #\` Suite 155 Menlo Park, C/\ 44O25 Attn: Audrey Rust, President TEL: (650) 854-7696 � FAX: (650) 854-7703 District: Midpeninou|u Regional Open Space District 33ODist | Circle Los Altos, CAq4O2 Attn: General Manager � TEL (650) 691-1200 � FAX: (650) 691-0485 � lf sent bv telegraph, facsimilecopymmb|e, aomfinnedcOPyofSuc 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 uddrcewcc'u registry or certification receipt o,exthe expiration of the third (3rd) business day after the date ofmailing, v/hicheve, is earlier in time. Either party hereto may from time to<iroc` by notice in � � writing served upon the other as aforesaid, designate udifferent mailing address orudifferent person to ! which such notices ordennanda are thereafter to be addressed or delivered. Nothing contained in this � ~ � ' ' ] � � ] Agreement ohuU excuse either party fronn givingoru| notice 10 the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice uu provided inthis � Section. � F. Severability. lf any nf the provisions o[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 vvhiob is binding upon the parties, the parties agree that such determination shall not result in the nullity or uncnfbrocabi|ityo[the remaining portions of this Agreement. The parties further agree io replace such void or unenforceable provisions which will achieve, tothe extent possible, the ecunomic, business and other purposes of the void or unenforceable provisions. G. . This Agreement may bcexecuted 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. | B. Waiver. No waiver of any tcon, 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 ur condition of this &grocment. | ` L Entire Agreement. This Agreement is intended by tile parties tobcthe final � expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes o complete and exclusive stu1omentofthe terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings relating tothe same subject matter. � J. Time of Essence. Time ioof the essence of each provision of this Agreement in which time io all 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 *oru/nhcs by either party to tile 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. C. Assignment. Except as expressly permitted herein, neither party 1othis Agreement mhu\| 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 Law . Each ofthe parties hereto agrees to execute and deliver such further documents and perform such other acts um may hr reasonably necessary or appropriate to consurnmate and carry into effect the transaction described and � i uontcrnp|a1ed under this Agreement. / � i | N. Binding on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to bc fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. | � � O. Captions. Captions are provided herein for convenience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement, nor as evidence of the intention of the parties hereto. P. Pronoun References. In this Agreement, if it be appropriate, the use of the singular shall include the plural, and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. Q. Arbitration of Disputes. If a dispute arises out of or relates to this Agreement or the performance or breach thereof, the parties agree first to participate in non-binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy or claim shall be settled by arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right to discovery. Hearings shall be held in Santa Clara or San Mateo County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR,JUDICIAL RIGHTS TO APPEAL UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING FROM THE MATTER INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. POST INITIAL DISTRICT INITIAL - H. Acceptance. Provided that this Agreement is executed by POST and delivered to District on or before January 24, 2007, District shall have until midnight February 7, 2007 to accept and execute this Agreement, and during said period this instrument shall constitute an irrevocable offer by POST to sell and convey the Property to District for the consideration and under the terms and conditions herein set forth. Said offer shall remain irrevocable during this period without the necessity of execution and acceptance of this Purchase Agreement by District. As consideration for said irrevocable offer, District has paid into escrow and Seller acknowledges receipt of the sum of One Thousand Dollars and No/]00 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. 8 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 APP ND C TED: � I Ken Ni sident, Board of irectors Audrey C. Vilt, President Date t "I tcc� e ATTEST: Sally Rice,R005ct Clerk ACCEPTED FOR RECOMMENDATION C�j QQ_'— Michael C. Williams, Real Property Manager APPROVED AS TO FORM: Susan M. Schectman, General Counsel RECON rMENDED,FOR APPROVAL: L. Craig Britton, General Manager V 9 "—KHIBIT A" TO 15URCHASE AGFdMMEN- OLD REPUBLIC TITLE COMPANY ** yF* 796 El Camino Real, Suite B• San Carlos, CA• 94070 • (650)591-6782 • Fax: (650)591-6789 PRELIMINARY REPORT Issued for the sole use of: UPDATED REPORT MIDPENINSULA REGIONAL OPEN SPACE Our Order Number 0360005383-SG DISTRICT 330 DISTEL CIRCLE Customer Reference 293985 LOS ALTOS, CA 94022 I Attention: MIKE WILLIAMS When Replying Please Contact: Buyer: Susan Goulet (650) 591-6782 Property Address: 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 polity forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in Exhibit A attached. Limitations on Covered Risks applicable to the Homeowner's Policy of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A.Copies of the Policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully.The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens,defects,and encumbrances affecting title to the land. This report(and any supplements or amendments hereto)is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of February 10, 2006, at 7:30 AM OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 8 Pages RT"it. R-A RPv. .5 1 nn ok OLD REPUBLIC TITLE COMPANY ORDER NO. 0360005383-SG UPDATED REPORT The form of policy of title insurance contemplated by this report is: A CLTA Standard Coverage Owner's Policy. A specific request should be made if another form or additional coverage is desired. The estate or interest in the land hereinafter described or referred or covered by this Report is: a Fee. Title to said estate or interest at the date hereof is vested in: Peninsula Open Space Trust, a California non-profit public benefit corporation The land referred to in this Report is situated in the unincorporated area of the County of San Mateo, state of California, and is described as follows: PARCEL ONE: Lots 1, 2, 3, 4, and 5 in Section 23, Township 6, South, Range 5 West, Mount Diablo Base and Meridian. Commencing at the Northwest corner of the Southwest quarter of Section 24, Township 6 South, Range 5 West, M. D. B. & M. and running thence South 20 chains to a corner; thence South 45* West 28.29 chains to the Southwest corner of the East half of the Southeast quarter (East 1/2 of Southeast 1/4) of Section 23, Township and range aforesaid; thence North 40 chains to a corner, and thence East 20 chains to the place of beginning; containing 60 acres, more or less, and being a portion of the East half of the Southeast quarter (East 1/2 of Southeast 1/4) of Section 23, Township, 6 South Range 5 West, M. D. B. & M. The Northeast quarter (Northeast 1/4); the fractional East half of the Northwest quarter (East 1/2 of the Northwest 1/4) and the Northeast quarter of the Southwest quarter (Northeast 1/4 of the Southwest 1/4) of Section 26, Township 6 South, Range 5 West, M. D. B. & M. Lots 2 and 3 of Section 26, Township 6 South, Range 5 West, M. D. B. & M. North half of the Southeast quarter (North 1/2 of Southeast 1/4) of Section 26, Township 6 South, Range 5 West, M. D. B. & M. Containing 80 acres, more or less. The West half of the Northwest quarter (West 1/2 of Northwest 1/4) of Section 25, Township 6 South, Range 5 West, M. D. B. & M. Commencing at the Southeast corner of Section 23, Township 6 South, Range 5 West, M. D. B. & M. and running thence North 20 chains; thence South 450 West 28.29 chains to the Southwest corner of the East half of the Southeast quarter of Section 23, Township and Range aforesaid, and thence East to the place of beginning. PARCEL TWO: Also portion of the San Gregorio Rancho, described as: 40 acres, more or less, bounded North by lands formerly owned by T. G. Durham on East and South by land formerly owned by J. &S. Downing on the West by lands now or formerly owned by John Pitcher. EXCEPTING THEREFROM a parcel of land containing 1 acre, more or less, conveyed by Edward Ring to Thos. G. Durham, by Deed recorded in Book 37 of Deeds at Page 537. Page 2 of 8 Pages nRT 11 SA-13 OLD REPUBLIC TITLE COMPANY ORDER NO. 0360005383-SG UPDATED REPORT EXCEPTING THEREFROM: Beginning at the most Southerly corner common to Sections 25 and 26, Township 6, South, Range 5 West, Mt. Diablo Base and Meridian and running West along the Southerly line of Section 26 and the Northerly line of the Rancho San Gregorio 1321.31 feet to the centerline of a creek; thence leaving said Section line and running in the creek the following courses and distances: North 250 29' East 127.11 feet; North 570 26' East 93.00 feet; North 360 04' East 77.73 feet; South 380 43' East 127.73 feet; North 350 38' East 44.52 feet; North 180 17' East 71.27 feet; North 240 06' West 47.27 feet; North 440 57' East 27.11 feet; North 740 51' East 30.75 feet; North 50 00' West 54.59 feet; North 860 30' East 113.07 feet; North 00 25' West 94.46 feet; North 870 47' East 77.21 feet; North 200 16' East 119.96 feet; North 50 50' West 48.57 feet; North 430 24' East 75.35 feet; South 850 24' East 114.47 feet; North 760 10' East 70.14 feet; South 590 33' East 58.88 feet; North 60 15' West 81.36 feet; North 140 46' East 43.10 feet; North 820 59' East 51.85 feet; North 00 59' East 37.65 feet; South 850 17' East 66.16 feet; South 870 07' East 30.15 feet; North 640 52' East 57.46 feet; South 820 23' East 132.03 feet; South 490 56' East 68.03 feet; North 760 56' East 45.18 feet; North 550 12' East 60.40 feet to the North and South line between Sections 25 and 26; thence along said last mentioned line South 821.55 feet, more or less to the point of beginning. ALSO EXCEPTING THEREFROM the lands acquired by that certain Final Order of Condemnation filed in the Superior Court of The State of California in and for the County of San Mateo under No. 111749 a certified copy of which was recorded in the office of the County Recorder on August 27, 1965 in Book 5017 of Official Records at Page 348, (File No. 85385-Y), Records of San Mateo County, California. ALSO EXCEPTING THEREFROM the lands conveyed to the County of San Mateo, a political subdivision of The State of California by that certain Deed recorded April 2, 1968 in Book 5453 of Official Records at Page 172, (File No. 31386-AB), Records of San Mateo County, California. ALSO EXCEPTING THEREFROM so much (if any) as lies Southeasterly of that certain common boundary line as established by that certain Agreement recorded October 10, 1973 in Book 6483 of Official Records at Page 556, (File No. 81804-AG), Records of San Mateo County, California. PARCEL THREE: So much (if any) as lies Northwesterly of that certain common boundary line as established by that certain Agreement recorded October 10, 1973 in Book 6483 of Official Records at Page 556, (File No. 81804-AG), Records of San Mateo County, California. APN: 081-090-020 7PN: 081-009-090-02 A 081-090-040 081-009-090-01 A 081-090-050 PARCEL FOUR: All that portion of there hereinafter described lands, lying Easterly and Southeasterly of the Tunitas Creek Road, sometimes known as Froment Road; beginning in the Lobitos Creek, at the upper corner of Ring's Tract; running thence North 52.500 East 11.50 chains up said creek; thence South 830 East 9.20 chains; thence North 400 East 9 chains; thence North 200 East 1.72 chains to corner which is an alder tree marked with 3 notches on each side, said tree being about 36 inches in diameter and standing on the left bank of the Lobitos Creek; thence South 600 East 47 chains to the top of a ridge; thence South 680 East 36.23 chains to the Page 3 of 8 Pages ORT.31SR-R OLD REPUBLIC TITLE COMPANY ORDER NO. 0360005383-SG UPDATED REPORT Tunitas Creek; thence down said creek with its meanderings to Ring's corner; thence North 600 West 97.75 chains, along the line of said Ring's corner to point of beginning. Containing as per survey of S.B. Gilbert, 233.1 acres, more or less. All courses true, meridian variations 150 48'. Excepting therefrom so much as lies within the following parcel of land: Beginning at an iron pipe monument, set at the point formed by the intersection of the Southeasterly line of the Tunitas Creek Road (formerly Froment Road) and the line dividing the Moran Ranch and the Ring Ranch; thence along said Southeasterly line of said road, the following courses and distances: North 280 57' 20" East 110.76 feet, North 150 9' 20" East 105.75 feet, North 280 57' 20" East 110.76 feet, North 150 9' 20" East 105.75 feet, North 560 7' East 140 feet; thence leaving said road South 411 28' East 29.90 feet to the center of Tunitas Creek; thence meandering down said Tunitas Creek the following courses and distances: South 520 30' West 152.00 feet, South 310 30' East 53.00 feet, South 190 30' West 75.50 feet, South 550 West 51.00 feet and South 10 30' 40" West 48.91 feet; thence leaving said creek North 600 West 64.80 feet to the point of beginning and being portion of the Moran Ranch, San Mateo County, California. APN: 066-260-040 JPN: 066-026-260-04 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 081-090-020 Code No. 87-057 1st Installment $1.51 Marked Paid 2nd Installment $1.51 NOT Marked Paid Land $215,695.00 Imp. Value $109,735.00 Exemption $325,430.00 All Other Said matters affect Parcels 1, 2 & 3. 2. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 081-090-040 Code No. 87-057 1st Installment $9.17 Marked Paid 2nd Installment $9.17 NOT Marked Paid Land $9,464.00 Imp. Value $0.00 Exemption $9,464.00 All Other Said matters affect Portion of Parcel 1. Page 4 of 8 Pages ORT 31 SA-8 OLD REPUBLIC TITLE COMPANY ORDER NO. 0360005383-SG UPDATED REPORT 3. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: Assessor's Parcel No 081-090-050 Code No. 87-057 1st Installment $9.17 Marked Paid 2nd Installment $9.17 NOT Marked Paid Land $13,671.00 Imp. Value $0.00 Exemption $13,671.00 All Other I I � Said matters affect Portion of Parcel 1. 4. Taxes and assessments, general and special, for the fiscal year 2005 - 2006, as follows: j Assessor's Parcel No 066-260-040 Code No. 87-057 1st Installment $1.51 Marked Paid 2nd Installment $1.51 NOT Marked Paid Land $12,145.00 Imp. Value $0.00 Exemption $12,145.00 All Other Said matters affect Parcel 4. 5. 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. 6. Easements over any existing roads, including but not limited to Tunitas Creek Road. 7. Water or water rights as granted in the instrument Entitled Deeds By and Between Isaac C. Allen, et al; Henry Wilkins; and Spring Valley Water Works Recorded April 16th, 1861 in Book 2 of Deeds, Page 458; and April 20th, 1861 in Book 2 of Deeds, Page 456 Page 5 of 8 Pages ORT 31 -R OLD REPUBLIC TITLE COMPANY ORDER NO. 0360005383-SG UPDATED REPORT 8. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument Deed Granted to Great Western Power Company of California, a corporation For a line of poles for transmission of electricity Recorded : August 16th, 1929 in Book 427 of Official Records, Page 359 Affects (location not disclosed) 9. 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 Robinson Baird and Ann Baird, his wife For Ingress and egress Recorded August 7th, 1945 in Book 1192 of Official Records, Page 437 Affects (location not disclosed) NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein 10. Agreement for land conservation Executed by Fabian Bettencourt and Between County of San Mateo, a political subdivision of the State of California On the terms, covenants and conditions contained therein, Dated March 6th, 1967 Recorded March 16th, 1967 in Book 5307 of Official Records, Page 235 Page 6 of 8 Pages (ART 315R-R OLD REPUBLIC TITLE COMPANY ORDER NO. 0360005383-SG UPDATED REPORT 11. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument Decree Quieting Title Granted to Florence Beebe For Ingress and egress Recorded April 15th, 1985 in Official Records, under Recorder's Serial Number 85035278 Affects (location not disclosed) NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein 12. Any facts which a correct survey would show as to exterior boundaries of Parcel Two. I NOTE In connection therewith, we note a vague record legal description. 13. Any easement for water course over that portion of said land lying within the banks of Tunitas Creek and the East Fork of Tunitas Creek and any changes in the boundary lines of said land that have occurred or may hereafter occur from natural causes. 14. Rights and claims of parties in possession. 15. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records, and inquiry of the adjacent land owners and those in possession thereof. NOTE: The affirmative coverage set forth in the covered risks is not being provided by this policy. 16. The requirement that this Company be provided with an opportunity to inspect the land (the Company reserves the right to make additional exceptions and/or requirements upon completion of its inspection). Page 7 of 8 Pages (ART 711 SR-R OLD REPUBLIC TITLE COMPANY ORDER NO. 0360005383-SG UPDATED REPORT -------------------- Informational Notes------------------- A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 2.1A. B. Short Term Rate ("STRD does not apply. C. NOTE: According to the public records, there have been no deeds conveying the property described in this report recorded within a period of 24 months prior to the date hereof except as follows: NONE D. In addition to existing requirements pertaining to sellers who are non-residents of California, as a result of recent changes to Section 18662 of the Revenue and Taxation Code, in transactions closing after January 1, 2003 the buyer may then be responsible to withhold 3 1/3% of the sales price (as defined therein) from any seller, if this property is not the seller's principal residence. The statute, as modified, also provides for certain exemptions to the buyer's responsibility to withhold, which may apply. O.N. TP/Ir Page 8 of 8 Pages ORT.11SR-B Exhibit A CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating(i)the occupancy, use,or enjoyment of the land; (il)the character,dimensions or location of any improvement now or hereafter erected on the land; (III) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or {iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy, (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy;. i (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy;or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land Is situated. I 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the Interest of the insured lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws. EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART I This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 1. Taxes or assessments Which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims Which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons in possession thereof, 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area,encroachments,or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a)Unpatented mining claims; (b)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights, claims or title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records. I I Old Republic Title Company Privacy Policy Notice PURPOSE OF THIS NOTICE Tide V of the Gram m-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Old Republic Title Company We may collect nonpublic personal information about you from the following sources: Information we receive from you such as on applications or other forms. Information about your transactions we secure from our files, or from [our affiliates or] others. Information we receive from a consumer reporting agency. Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. ORT 287-C 5/07/01 oQ 0. a e n _ TAX CODE AREA m fT --- � ] 8( - 9 rt MWA n •• o 2425 2!26 ------------- i --- a I tlrr N I re4 rY.+ra e.✓. MY rYti 00 �• I I •ri.r �. (fl b —— -- —— ------- rnr tj O 4' N N 1 �,� — -------- -------- Q/Lr C3 0 I. Zt C1 Al 02 ASSESSOR'S YAP COUNTY QF SAN N , RD. AT£0,GLl f. T OfF C U 5 l-n-y 'Notice:This is neither a plat nor a survey, it is furnished merely as a convenience to aid you in locating the land indicated hereon with reference to streets and other land. No liability is assumed by reason of any reliance hereon.' n M K Q TAX CODE AREA————— 9 ►- 66-2fi Q R d' M �• • • OP yA • tttX II tq- i+�)�fxSE J M I �J M/1N We , I I Mrr/V pax .-weft aff qI ( wti 'S Me- ! QCh °' O I ., WILL tww• is rwf` ,4 o I tul a+ rr� I �Krrt wt 'l• �� o (D 2 60 � o W WWI yr•r rfVV I }, M"'WW /+ RYYQ t ►Mete i "-fis-Ian h/ tld w. ilYYi Miaf Y't"r JO f�• �{ AN 06 C © MRCEL L41P VOL-3/25 PARISIM4 RINC✓•IO 4i6£SSOR'S MAP covivrr OF SAN A/AT£O,CALlr C48RIL40 UNIFIED SCMDa D/SMICT 'Notice1his is neither a plat nor a survey, it is furnished merely as a convenience to aid you in locating the land indicated hereon with reference to streets and other land. No liability is assumed by reason of any reliance hereon.' EXHIBIT B ASSIGNMENT OF LEASE This Assignment of Lease and Security Deposits("Assignment") is entered into as of , 2007 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 , 2007 in which Assignee has agreed to acquire real property known as the Tunitas Creek property, located in an unincorporated area of the County of San Mateo, State of California ("Property"), Assessor's Parcel Numbers 066-260-040, 081-090-020, 040 and 050, and more particularly described in Exhibit A of the Agreement. B. Assignor has previously entered into the following lease of the Property("Lease"), a copy of which is attached, hereto marked Exhibit 1, and incorporated in this Assignment: an Agricultural Lease between Peninsula Open Space Trust and Doug Edwards, dated July 14, 2006. C. Pursuant to the Agreement, Assignor has agreed to assign to Assignee all right, title, and interest in the Lease, and Assignee has agreed to assume all Assignor's obligations under the Lease. 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 Lease 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. SECTION 2. NOTICE TO TENANT Following the execution of the Agreement, Assignor shall give notice to the tenant under the Lease that Assignee has entered into the Agreement to purchase the Property and has been assigned, and has acquired, all of Assignor's interest in the Lease. SECTION 3. ASSUMPTIONS Assignee assumes all the landlord's obligations, duties, responsibilities, and liabilities under the Lease. SECTION 4. ASSIGNOR'S COVENANTS Assignor covenants to the best of its knowledge that the Lease is in full force and effect. Assignor further covenants to the best of its knowledge that there are no defaults under the Lease. 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, 1 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 remainder If any term or provision of this Assignment shall be held invalid or unenforceable, the of this Assignment shall not be affected. I 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. 2 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. POST and DISTRICT, by their execution below, indicate their consent to the terms of this Assignment. PENINSULA OPEN SPACE TRUST, a California non-profit public benefit corporation i By: Audrey C. Rust, President Date: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVED AND ACCEPTED: By: Ken Nitz, President, Board of Directors Date: ATTEST: By: Sally Rice, District Clerk APPROVED AS TO FORM: By: Susan M. Schectman, General Counsel i 3 i "EXHIBIT I" T 'EXHIBIT B" OF PURCHAS. .sGREEMENT AGRICULTURAL LEASE I II THIS LEASE is made as of this a 5 A day of July, 2006, between PENINSULA OPEN SPACE TRUST, a California non-profit public benefit corporation ("Landlord"), and DOUG EDWARDS ("Tenant"). RECITALS A. Landlord owns certain real property located in Coastal San Mateo County consisting of approximately 705 acres, commonly known as Thysen Tunitas (the "Property"). B. Landlord acquired the Property to protect and restore its natural resources and beauty, to develop its recreational potential and to continue agricultural uses. C. Tenant wishes to lease a portion of the Property for the purpose of grazing. j D. Landlord desires to lease a portion of the Property under the terms contained in this Lease. The portion of the Property being leased hereunder ("Leased Premises"), more fully depicted in Exhibit A attached hereto, consists of approximately 181 acres of grazing land together with all improvements thereon. AGREEMENT NOW, THEREFORE, for adequate consideration. Landlord and. Tenant agree as follows. 1. Lease. Landlord leases to Tenant the Leased Premises, upon all of the terms, covenants and conditions in this agreement (the "Lease"). The Leased Premises are being leased "AS IS," with Tenant accepting all defects, if any; and Landlord makes no representation or warranty of any kind, express or implied, with respect to the Leased Premises (without limitation, Landlord makes no warranty as to the habitability, fitness or suitability of the Leased Premises for a particular purpose, nor to the absence of any toxic or otherwise hazardous substances). This Paragraph is subject to any contrary requirements under applicable law; however, in this regard Tenant acknowledges that he has been given the opportunity to inspect the Leased Premises and to have qualified experts inspect the Leased Premises prior to the execution of this Lease. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty to Tenant as to the present or future condition of the Leased Premises or the suitability of the Leased Premises for the conduct of Tenant's business. Edwards Grazing Lease Thysen Tunitas Page 2 2. Term. The term of this Lease will be for a period of twelve months commencing July 15, 2006 and ending July 14, 2007 (the "Term of Lease"). Thereafter, the term of this Lease shall automatically be extended from each July 15 to the next succeeding July 14 (a "Twelve Month Extension"). Notwithstanding the foregoing, the following termination rights shall apply: (i) Landlord shall have the right to terminate this Lease at any time during the initial term or during any Twelve Month Extension in accordance with the terms of Paragraph 24.2 entitled "Termination of Lease"; (ii) Landlord shall have the right to terminate this Lease at the end of the initial term or at the end of any Twelve Month Extension so long as Landlord gives written notice to Tenant at least sixty days before the commencement of the following Twelve Month Extension; and (iii) Tenant may terminate this Lease as of the end of the initial term or as of the end of any Twelve Month Extension by giving Landlord written notice of Tenant's election to so terminate this Lease so long as such notice is delivered to Landlord at least thirty days prior to the expiration of the then effective lease term. In further limitation, no right to extend this Lease in any case exists on the part of Tenant if any uncured breach by Tenant exists on the last day of the initial term or Twelve Month Extension as the case may be. Landlord will deliver possession of the Leased Premises to Tenant at the commencement of the specified Term of Lease. On the expiration of the Term of Lease, and provided that Tenant is not at that point in breach of any of its duties under this Lease, then at Tenant's written request Landlord will grant to Tenant a limited, non-exclusive license for Tenant to remove livestock and materials on the Leased Premises, Both parties agree that this license does not constitute a tenancy. The fee for the license will be 75% of the monthly rent payable during the last full month of the Term of Lease, payable in advance and without offset. 3. Rent. 3.1. Rent. For rent payable hereunder, Tenant agrees to pay $384 in twelve payments of$32. Payments are advance rent and are due on or before the first day of every month of the Term of Lease. At the end of the initial term of the lease on July 14, 2007 rent will be payable by Tenant as follows: rent for each Twelve Month Extension shall be in the amount of$384 for such entire period and shall be due in twelve payments of$32 on or before the first day of every month of such Twelve Month Extension. Notwithstanding the foregoing, Landlord shall have the right, in its sole discretion, to increase or decrease the rent due for any Twelve Month Extension so long as Landlord gives written notice to Tenant of the amount of such rent adjustment at least sixty days before the commencement of the Twelve Month Extension in question, and if Landlord gives such notice in a timely fashion, the rent shall be specified for the succeeding period in question unless Tenant terminates this Lease in a manner described in Paragraph 2. All rent payments will be paid to Landlord at its office at 3000 Sand Hill Road, Building 1, Suite 155, Menlo Park, California 94025 or at such Edwards Grazing Lease Thysen Tunitas Page 3 other place as Landlord may designate in writing. All rent will be paid free from all claims or setoffs of any kind against Landlord. 3.2. Maintenance Work. In partial consideration of the Leased Premises, Tenant will complete all works specified in the list attached as Exhibit B (collectively the P P � Y Maintenance Work at Tenants own cost and within the Term of the Lease. Tenant will obtain Landlord's approval before installing new fencing or gates within any previously unfenced or un-gated areas. Landlord shall have the right, in its sole discretion, to make changes to the Maintenance Work for any Twelve Month Extension so long as Landlord gives written notice to Tenant sixty days before the commencement of the Twelve Month Extension in question, and if Landlord gives such notice in a timely fashion, the rent shall be specified for the succeeding period in question unless Tenant terminates this Lease in a manner described in Paragraph 2. Landlord may inspect the Leased Premises on a quarterly basis to assure all Maintenance Work will be completed within the Term of Lease. All Maintenance Work will be completed and delivered free from all liens, claims, demands, setoffs or counterclaims against Landlord of any kind. If Maintenance Work is in the reasonable discretion of Landlord unsatisfactory, Landlord will notify Tenant of the deficiency within seven days after the inspection. Upon such notification of deficiency, Tenant will have twenty days to correct the deficiency at Tenant's own expense. If the deficiency is not corrected, Landlord may do the work in accordance with Paragraph 9.7, or terminate the Lease in accordance with Paragraph 24.2. 4. Late Charges. Tenant acknowledges that late payment by Tenant to Landlord of any installment of sums due under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, collection charges and lost interest. Accordingly, if any sum due from Tenant under this Lease is not received by Landlord or Landlord's designee within five days after such amount was due, then, without any requirement for notice to Tenant, Tenant will pay to Landlord a late charge equal to ten percent of such overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs 1 payment b Tenant. Acceptance of such late will incur b reason of ate a me Landlord y p y y p charge by Landlord will in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted under this Lease. 5. Use. 5.1. Permitted Uses. Tenant will use and occupy Y the Leased Premises solely for the purpose of grazing and dry farming and for no other purpose except with the prior written consent of Landlord. Edwards Grazing Lease Thysen Tunitas Page 4 5.2. Insurance Prohibition. Tenant will not make or permit any use of the Leased Premises or act thereon which will increase the existing rate of insurance on any portion of the Property or cause the cancellation of any insurance policy covering any portion of the Property. If any act by Tenant or use of the Leased Premises made or permitted by Tenant will directly cause any cost increase for Landlord's insurance, such additional expense will be paid by Tenant to Landlord upon demand as additional rent. Tenant will not permit to be kept or used in or about the Leased Premises any article which may be prohibited by any of Landlord's insurance policies. 5.3. Waste or Nuisance. Tenant will not commit or suffer to be committed any waste upon the Leased Premises, or any public or private nuisance, or any other act or thing which may disturb the quiet enjoyment of any other tenant in the vicinity. Tenant will keep the Property clean and free from inoperable vehicles and any other rubbish. Tenant will store all garbage within closed containers and will regularly dispose of such garbage at its own expense. Tenant will not burn any garbage of any kind in or about the Leased Premises and will not use or permit the use of any portion of the Property for any unlawful purpose. 5.4. Conservation Easement. Tenant will comply in all regards with the provisions of any conservation easement recorded against the Property. 6. Hunting Rights and other Recreational Activities. Tenant may not hunt nor use or discharge weapons of any kind on the Property, and will not permit anyone else to do so. Further, Tenant may not use the Leased Premises for any public or private entertainment events without prior written permission of Landlord. 7. Improvements and Alterations. Tenant will not, without Landlord's express prior written consent, which may be withheld in Landlord's sole and absolute discretion, make any alterations or additions to the Leased Premises, including without limitation the construction of buildings, new fences or structures of any sort, nor without such consent will Tenant do any grading, trenching or earth moving of any sort on the Leased Premises except for Maintenance Work pursuant to Paragraph 3.2 and stewardship work pursuant to Paragraph 9. Tenant will not install or permit the placement of any signs on the Leased Premises of any sort without Landlord's express prior written consent which consent may be withheld in Landlord's sole and absolute discretion. 8. Liens and Encumbrances. Tenant will not incur or suffer any liens or encumbrances to be levied or asserted against the Leased Premises, any improvement thereon or appurtenance thereto without the prior written consent of Landlord. Tenant will not execute any security agreement relating to the Leased Premises, any appurtenance Edwards Grazing Lease Thysen Tunitas Page 5 thereto, or any equipment located thereon. Tenant will promptly notify Landlord of any claims or liens against the Leased Premises, the improvements thereon, appurtenances thereto, or equipment located thereon, so that Landlord may take such steps as Landlord may deem appropriate for the protection of the Leased Premises and appurtenances. 9. Land Management and Stewardship. 9.1. Maintenance of Leased Premises and Grazing; Practices. Tenant will diligently use the Leased Premises for grazing in a proper and farmerlike manner and in accordance with good and approved grazing practices, including maintaining standards set forth below. Tenant will comply in all regards to the provisions of the grazing management practices specified in Exhibit C attached hereto. Tenant will keep unauthorized individuals away from Leased Premises. Tenant will notify Landlord when any property disturbance, by unauthorized individuals occurs, including but not limited to hunting, trespassing, etc. 9.2. Erosion Control and Road Repair. Tenant will control soil erosion as completely as practicable by (i) filling in or otherwise controlling small washes or ditches that may form in or alongside farm roads and fields; and (ii) discing all fallow fields and planting with a cover crop approved by the USDA Natural Resources Conservation Service (NRCS). Ground cover in all other areas will be maintained, as necessary. Tenant will keep and maintain all ditches, roadways, and other improvements on the Leased Premises in good condition. Tenant will keep all roads and access to fields safe and drivable. Tenant will obtain Landlord's approval before undertaking any road repairs or improvements. Road repairs and erosion control work will meet the applicable standards and practices recommended by the USDA Natural Resources Conservation Service (NRCS) and as implemented in San Mateo County by the local field office of the Resource Conservation District (RCD). 9.3. Buffer Areas. Tenant will protect adjacent areas of natural habitat and creek corridors from disturbance. Tenant will not clear trees or vegetation from the banks of streams without prior written approval of Landlord. Tenant will keep crops at least fifty feet back from the top of the creek bank along stream corridors, gullies and ravines, except where necessary for farm machinery crossings. Crossings will be minimized. Tenant will keep vehicles and farm machinery at least thirty-five feet back from the top of the creek bank along stream corridors, gullies and ravines. Tenant will keep crops at least fifty feet back from the top of the coastal bluff. Tenant will keep vehicles and farm machinery at least thirty-five feet back from the top of the coastal bluff. Edwards Grazing Lease Thysen Tunitas Page 6 9.4. Pests, Fire Hazards and Trees. Tenant will protect the Leased Premises and crops thereon from noxious grasses, weeds and plants, and from animal and insect pests, and free from fire hazards. Tenant will care for and protect all trees on the Leased Premises; provided, however, that Tenant will not cut any timber or remove any trees from said Leased Premises for any purpose whatsoever without the prior written consent of Landlord, nor will Tenant commit or suffer to be committed any waste or nuisance upon the Leased Premises. 9.5. Waiver. Tenant hereby expressly waives the benefit of Sections 1932(2) and 1933(4) of the California Civil Code, and any other laws inconsistent with the terms of this Lease, permitting a tenant to make repairs at the expense of a landlord or to terminate a lease by reason of the condition of the premises. 9.6 . Water and Water Systems. (a) Tenant will, at its own expense, service and maintain in good condition all wells, pumping plants, pumping equipment, pipelines, ditches and canals now situated on or serving the Leased Premises. Landlord may at any time,make such major repairs to such pumping plant and equipment as in its judgment may be necessary or desirable, but Landlord will be under no obligation to make such repairs and will not be liable for any failure or shortage of water or for the flooding of the Leased Premises from any cause whatsoever. (b) Tenant is responsible for costs of water used on the Leased Premises and pay promptly any charges for water furnished to or used upon the Leased Premises for irrigation purposes and otherwise. (c) Tenant will comply with federal, state and local laws, ordinances or regulations now or later enacted governing the use of water on the Property including, but not limited to the following: (i) California Department of Fish and Game agreements regarding water diversions and in-stream bypass flows, (ii) State Water Resources Control Board permits, and (iii) all County of San Mateo court rulings or judgements. (d) Tenant expressly acknowledges that Landlord has made no warranty and no warranty will be implied by reason of any term of this Lease concerning the availability or sufficiency of water for use upon the Leased Premises; nor has Landlord made any warranty concerning the sufficiency of wells, pumping plants, canals, pipelines or any other irrigation equipment for provision of water to the crops or the dwellings upon the Leased Premises; nor has Landlord made any warranty concerning the sufficiency of any provisions for the control of flooding of the Leased Premises. Edwards Grazing Lease Thysen Tunitas Page 7 (e) Landlord reserves the right to terminate this Lease as to any portion of the Leased Premises for the purpose of construction of reservoirs or other water works facilities by giving not less than ninety days prior written notice, or until reasonably necessary for Tenant to harvest current crop. 9.7. Landlord's Right to Perform. If Tenant fails to perform any maintenance or repair which is an obligation of Tenant hereunder, including without limitation the Maintenance Work and repair work included in Paragraphs 3.2, and 9.1 through 9.6, Landlord will have the option, but not the obligation, to perform such maintenance or R repair at the expense of Tenant. If Tenant fails to perform such maintenance or repair within fifteen days following written notice from Landlord stating the failure or if Tenant commences performance within the period but fails to diligently and in good faith continuously work to complete performance, Tenant will pay, as additional rent due hereunder, all of Landlord's costs for performing such maintenance or repair, plus ten percent for overhead. Such additional rent will be due upon presentation of the bill. Landlord will have no liability to Tenant for any damage, inconvenience or interference with the use of the Leased Premises by Tenant as a result of the performance of any such maintenance or repair, and the rent will not be abated. The right of Landlord to perform maintenance or repair at the expense of Tenant is in addition to, and not in lieu of, any other right or remedy available to Landlord under this Lease or at law. 10. Payment of Operating Costs. Tenant will pay all costs (except Landlord's real property taxes) in connection with the Leased Premises, including but not limited to costs of preparing the Leased Premises for planting of crops, production costs, costs of tools and labor, electricity and other utilities. 11. Taxes and Assessments. Tenant will pay, prior to delinquency, all personal property taxes or assessments levied upon Tenant's personal property. On demand, Tenant will pay any taxes resulting from an increase in the assessed value of Landlord's Property due to the inclusion of the value placed on the personal property or trade fixtures of Tenant or placed on the Leased Premises by Tenant. On demand, Tenant will provide to Landlord satisfactory evidence of payment of taxes. In the event Landlord sells or otherwise transfers all or any portion of the Leased Premises to a public or quasi-public entity during the Term of Lease, any tax, possessory or otherwise, imposed due to Tenant's leasehold interest will be Tenant's sole cost and responsibility. 12. Insurance. Throughout the Term of Lease, Tenant will, at its sole expense, procure and maintain public liability insurance from an insurance company satisfactory to Landlord, providing Bodily Injury and Property Damage, combined single limit of not less than $2,000,000. Tenant will comply with all requirements, applying to the premises, of any insurance organization, necessary for the maintenance of reasonable Edwards Grazing Lease Thysen Tunitas Page 8 I public liability insurance covering the structures, trees and other crops. Landlord will be listed as an additional insured on these policies. Tenant will provide Landlord with Certificates of Insurance at the commencement of the Term of the Lease. 13. Indemnity. Tenant, Tenant's family and any of Tenant's employees will indemnify, defend, and hold harmless Landlord and its officers, directors and employees from all fines, suits, procedures, claims, and actions of every kind and all costs associated therewith (including reasonable attorneys' and consultants' fees) arising in or about the Leased Premises or from Tenant's operations on the Leased Premises, except any claim which is the direct result of Landlord's intentional misconduct. III 14. Compliance with Applicable Laws, Regulations and Agreements. Tenant will use the Leased Premises in strict compliance with all laws, statutes, ordinances, rules, regulations and orders of federal, state or county governments which may be applicable to the Leased Premises or the use or occupancy thereof. Tenant will conform with and abide by all plans, restrictions and regulatory provisions under any existing or future crop production, marketing or control measures, and will execute all necessary documents in connection therewith. Tenant will not enter into any soil conservation, acreage reserve or cropping plan or agreement affecting the Leased Premises, whether proposed in accordance with governmental authority or by private agreement without the prior written consent of Landlord. 15. Hazardous Substances. The term "Hazardous Substances," as used in this Lease, will include, without limitation, flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum or petroleum products, and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted by any governmental authority. 15.1. Environmental Prohibitions. Tenant will not cause or permit to occur: w ordinance r n of federal state or local la ord o (a) Any violation a y , regulation now or hereafter enacted, related to environmental conditions on, under, or about the Leased Premises, or arising from Tenant's use or occupancy of the Leased Premises, including, but not limited to, soil and ground water conditions; or (b) The use, generation, release, manufacture, refining, production, processing, storage, or disposal of any Hazardous Substance on, under, or about the Leased Premises, or the transportation to or from the Leased Premises of any Hazardous Substance, except Hazardous Substances which are ordinarily used in connection with the permitted use(s) set forth in Paragraph 5.1 above and which are Edwards Grazing Lease Thysen Tunitas Page 9 used in compliance with applicable federal, state or local law, ordinance or regulation now or hereafter enacted. 15.2. Environmental Compliance. (a) Tenant will, at Tenant's expense, comply with all laws regulating the use, generation, storage, transportation, or disposal of Hazardous Substances (the "Laws"). (b) Tenant will, at Tenant's expense, make all submissions to, provide all information required by, and comply with all requirements of all governmental authorities (the "Authorities"). (c) If any Authority or any third party demands that a clean-up plan be prepared and that a clean-up be undertaken because of any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the Term of Lease, at or from the Leased Premises, or which arises at any time from Tenant's use or occupancy of the Leased Premises, then Tenant will, at Tenant's expense, prepare and submit the required plans and all related bonds and other financial assurances; and Tenant will carry out all work required by such clean-up plans at no cost to Landlord. will promptly provide all information regarding the use (d) Tenant P pYP g g generation, storage, transportation or disposal of Hazardous Substances that is requested by Landlord or by an Authority. If Tenant fails to fulfill any duty imposed under this Paragraph, Landlord may do so at the expense of Tenant; and in such case, Tenant will cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the Laws the Leased Premises and Tenant's use thereof, and for compliance therewith, and, Tenant will execute all documents promptly upon Landlord's request. No such action by Landlord and no attempt made by Landlord to mitigate damages, under any Law will constitute a waiver of any of the Tenant's obligations under this Paragraph. (e) Tenant's obligations and liabilities under this Paragraph will survive the expiration or termination of this Lease. 15.3. Environmental Indemnity. Tenant will indemnify, defend, and hold harmless Landlord and its officers, directors and employees from all fines, suits, procedures, claims, and actions of every kind and all costs associated therewith (including reasonable attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the Term of Lease at or from the Leased Premises, or which arises at any time, from Tenant's use or occupancy of the Leased Premises, or from Tenant's Edwards Grazing Lease Thysen Tunitas Page 10 failure to provide all information, make all submissions, and take all actions required by all Authorities under the Laws and all other environmental laws, excepting only occurrences arising from the negligent acts of Landlord or Landlord's agents or Hazardous Substances migrating onto or under the Property or Leased Premises from adjacent properties through no act or omission of Tenant. Tenant's obligations and liabilities under this Paragraph will survive the expiration or termination of this Lease. 16. Landlord's Right of Entry. Landlord, its agents or representatives will have the right, at all times, on reasonable notice to Tenant (except for emergencies), to enter the Leased Premises, to inspect them or any crops growing or being removed therefrom, or pursuant to any of the rights reserved to Landlord under this Lease or for the protection of Landlord's interest in the Leased Premises. Tenant will supply Landlord or its agent with keys or other instruments necessary to effect entry on the Leased Premises. Landlord reserves the right to enter onto the property: (a) to exercise its rights under this lease; (b) in the event of an emergency; and (c) in order to show the property to donors, board members, or agency representatives, but only on reasonable notice to Tenant. In the event Landlord assigns the Lease during the Term of Lease to the Midpeninsula Regional Open Space District ("District"), Landlord's reserved rights of entry shall also include the right to enter onto the Property: (a) to conduct routine patrols in accordance with District open space use and management policies currently in effect during the Term of Lease, (b) to conduct land surveys, geotechnical investigations, natural resource and recreational use planning, range management planning, natural and cultural resource assessments, and other land and environmental research in accordance with District's mission to preserve and manage open space resources, and (c) to conduct guided tours for members of the public, but only on reasonable notice to Tenant. 17. Mineral Rights. All rights in all minerals, oils, gas, and other hydrocarbons are expressly reserved to Landlord and other parties, and expressly excepted from the Property covered by the terms of this Lease. Landlord reserves to itself and its agents the right to enter upon the Leased Premises to utilize said rights, and such entry will not be deemed to be a wrongful disturbance of Tenant's quiet enjoyment of the Leased Premises. 18. Landlord's Security Interest. There is hereby created a security interest to secure the payment of all indebtedness of Tenant to Landlord which may become due hereunder, whether for rentals, for moneys advanced, for expenses incurred or any other consideration, together with all interest thereon. Said security interest will be a charge on all crops and produce grown upon the Leased Premises and upon such domestic animals and farm equipment as Tenant may place upon the Leased Premises during the Term of Lease, and no part of such crops or produce, nor any such domestic animals or Edwards Grazing Lease Thysen Tunitas Page 11 farm equipment, will be removed from the Leased Premises until all such indebtedness is paid in full. 19. Sale to Public Agency and Eminent Domain. If any portion of the Leased Premises is sold, transferred or condemned for public or quasi-public use, Landlord will have the right by ninety days' written notice to Tenant, or until reasonably necessary for Tenant to harvest current crop, to terminate this Lease as to all or such portion so sold or condemned and, if only a portion is so sold or condemned, the rental to be paid by Tenant will be reduced in the proportion that the arable acreage of the Leased Premises as to which this Lease will terminate bears to the total arable acreage of the Leased Premises. If this Lease is so terminated as to all or any portion of the Leased Premises, Landlord will be entitled to all damages or moneys awarded for such condemnation except for Tenant's interest in crops in the ground. Tenant hereby irrevocably assigns and transfers to the Landlord any right to compensation or damages to which the Tenant may otherwise become entitled by reason of the condemnation of all or a portion of the Leased Premises except for Tenant's interest in crops in the ground. Landlord will have the sole right to defend or settle any such condemnation action with respect to the Leased Premises, excepting Tenant's interest in crops in the ground. 20. Assignment and Subletting. (a) Landlord has the right in its sole discretion to sell, transfer, assign or encumber this Lease, including but not limited to, the right to assign this Lease in full or in part to the Midpeninsula Regional Open Space District, without prejudice to Landlord's ability to elect to exercise its ability to terminate this Lease upon sale or transfer of the Leased Premises to a government entity as set out in Section 19 herein. (b) Tenant will not assign, transfer or encumber this Lease or any part thereof, or sublet the Leased Premises without the prior written consent of Landlord, provided that such consent will not be unreasonably withheld. Tenant will remain liable hereunder notwithstanding such assignment or subletting. Any such assignment or subletting without such consent will be void and, at the option of Landlord, will forthwith terminate this Lease, and Tenant will remain liable under this Lease notwithstanding any such assignment or subletting. Tenant will terminate all subleases on or before termination or expiration of this Lease and will be responsible for the actions of subtenant, including removal of any equipment or debris left by subtenant. 21. Default by Tenant. All covenants and agreements contained in this Lease are conditions to this Lease. Should Tenant default in the performance of any covenant, condition or agreement contained in this Lease, and such default continues for thirty days after written notice thereof, or for five days after written notice of failure to pay any monetary obligation, Landlord may resort to the remedies described in Paragraph Edwards Grazing Lease Thysen Tunitas Page 12 24 below. The notice periods in this Paragraph are in lieu of, and not in addition to, notice periods provided for by statute. 22. Landlord's Right to Cure Tenant's Defaults. If Tenant fails to pay any charges, tax or other amounts herein required to be paid by him when due, or Tenant fails to pay any sums required to be paid hereunder to protect Landlord's interest herein, the same may be paid by Landlord and all sums so expended by Landlord will immediately become due and payable from Tenant to Landlord and will bear interest until paid at the rate of ten percent per annum. 23. Insolvency of Tenant. The insolvency of Tenant, as evidenced by the appointment of a receiver to take possession of all or substantially all of the assets of Tenant, the making of a general assignment by Tenant for the benefit of creditors or an action taken or suffered by Tenant under any bankruptcy or insolvency act, will terminate this Lease and entitle Landlord to re-enter and regain possession of the Leased Premises. The levying of any writ of attachment or writ of execution against Tenant's interest in the Leased Premises or any crops thereon, which will not be satisfied or discharged by Tenant within thirty days from the date of levy or execution, will terminate this Lease and entitle Landlord to re-enter and regain possession of the Leased Premises. 24. Landlord's Remedies. 24.1. Continuation of Lease. Upon default of this Lease by Tenant, Landlord may, without notice to Tenant, elect to allow this Lease to continue in full force and effect and to enforce all of Landlord's rights and remedies hereunder, including without limitation, the right to collect rent as it becomes due, as long as Landlord does not terminate Tenant's right to possession of the Leased Premises. The following acts by Landlord, without limitation, will not constitute a termination of Tenant's right to possession of the Leased Premises; (a) Acts of maintenance or preservation or efforts to relet the Property; or (b) The appointment of a receiver on initiative of Landlord to protect its interest under this Lease. 24.2. Termination of Lease. Upon default of this Lease by Tenant, or at some later date if a default has occurred and is continuing and Landlord has not theretofore elected to terminate Tenant's right to possession, Landlord may elect to terminate Tenant's right to possession and may take possession of all crops, harvested or unharvested, and may remove all persons and property from the Leased Premises; Landlord may store the property removed in a public Edwards Grazing Lease Thysen Tunitas Page 13 warehouse or elsewhere at Tenant's expense and for his account. Landlord, at its sole election, will become the owner of all crops of which it has so taken possession, without being obligated to compensate Tenant for them. Any sale of such crops by Landlord will be credited against Tenant's debt to Landlord. If Landlord so elects to terminate Tenant's right to possession, this Lease will thereupon terminate and Tenant will pay to Landlord: a All amounts, including but not limited to unpaid rent, owed ( ) g p under this Lease at the time of such termination and the amount by which such rent and other sums due between such time of termination and the time paid or a court award, whichever is earlier, except the amount of such loss that Tenant proves could have been reasonably avoided by Landlord, plus interest on all such amounts at the rate of ten percent per annum from the date due; (b) The present value of the amount by which the Rent and other sums payable under this Lease for the balance of the term after the time paid or the time of a court award, whichever is earlier, except the amount of such loss that Tenant proves could be reasonably avoided by Landlord. Such present value will be computed by discounting such amount at the rate of one percent (1%) plus the discount rate of the Federal Reserve Bank of San Francisco at the time of payment or award, whichever is earlier; (c) Any and all costs or expenses which Landlord may incur as a result of Tenant's breach including costs and expenses in attempting to relet, including, but not limited to, reasonable expenses in retaking possession of the Property, reasonable legal expense, attorneys' fees and brokerage fees and reasonable costs of alteration to the Leased Premises in connection with reletting; and (d) Any other amount to compensate Landlord fully for all detriment proximately caused by Tenant's failure to perform its obligations hereunder or which in the ordinary course of things would likely result therefrom. Efforts by Landlord to mitigate the damage caused by Tenant's default of this Lease will not waive Landlord's right to recover damages hereunder. The foregoing rights will be concurrent and cumulative, and in addition to, and not in derogation of, all other rights and remedies available to Landlord. 25. Surrender and Holding Over. Upon expiration of the Term of Lease hereof or ner termination of this Lease Tenant will surrender and deliver u ossession of the soo p p Edwards Grazing Lease Thysen Tunitas Page 1.4 Leased Premises in good condition, reasonable wear and tear and damage by act of God excepted. 26. Expenses. In the event of litigation or arbitration between the parties arising out of or relating to this Lease, the prevailing party will be entitled to recover court or arbitration costs and reasonable 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. The prevailing party also will be entitled to recover all such costs and fees that may be incurred in enforcing any judgment or award, and this provision will not be merged into any judgment but will survive any judgment. 27. Waiver. No express or implied waiver by Landlord of any default hereunder will in any way be, or be construed to be, a waiver of any future or subsequent default of Tenant or a waiver of any of the rights of Landlord under the terms hereof. 28. Removal of Crops. Upon Landlord's request, Tenant agrees to remove all of Tenant's crops and domestic animals from all land leased by Tenant prior to vacating the Property upon termination of leasing of the Property, subject to Tenant's limited rights to a license pursuant to Paragraph 2. 29. Authority. The parties represent and warrant they have the full right, power and authority to enter into this lease and to perform, undertake and accept the obligations contemplated hereunder. 30. Notices. Any notice required or permitted. to be given hereunder will be deemed given five days after deposit in the United States mail, first class postage prepaid, and addressed to the appropriate party as follows, or at such other address as may have been given by that party to the other during the Term of Lease. Notice may also be given by personal delivery, courier, or facsimile, in which case the notice is effective when either received or declined by the recipient. To Landlord: Peninsula Open Space Trust P 3000 Sand Hill Road, Building 1-1.55, Menlo ParkCalifornia 94025 Calif o Attn.: Chris Detwiller, Conservation Project Manager To Tenant: Doug Edwards P.O. Box 1112 Half Moon Bay, CA 94019 I i Edwards Grazing Lease Thysen Tunitas Page 15 31. Miscellaneous. (a) Governing Law. This agreement will be governed by and construed in accordance with the laws of California. (b) Gender. The terms "Landlord" and "Tenant" as used herein will include the masculine, feminine and neuter genders and the singular and plural numbers; and if more than one person executes this instrument as Tenant, the obligations of Tenant hereunder will be joint and several. (c) Headings. Headings at the beginning of each Paragraph are solely for the convenience of the parties and are not a part of and will not be used to interpret this Lease. (d) Integration. This Lease contains the entire agreement between the parties regarding the subject matter of the Lease, and this Lease expressly supersedes all previous or contemporaneous agreements, understandings, representations, or statements between the parties regarding those matters. (e) Amendments. This Lease may be amended only be a writing signed by the party whom or against whose successors and assigns enforcement of the change is sought. (f) Effect of Partial Invalidity. If any term or provision of this Lease or any application thereof will be held invalid or unenforceable, the remainder of this Lease and any application of the terms and provisions will not be affected thereby, but will remain valid and enforceable. (g) Exhibits. All Exhibits referred to in this Lease are attached hereto and incorporated herein by this reference. (h) Time. Time is of the essence hereof. Edwards Grazing Lease Thysen Tunitas Page 16 Landlord and Tenant have executed this Lease as of the date first written above. LANDLORD PENNSULA OPEN SPACE TRUST, a Califomia,non-profit public benefit corporation Walter T.Moore Date Executive Vice President TINANT g Ed `.:ands Date t 1 � t t ii t a 1 L - • f r h� r v t ■1r J. I 1� I�JZ f n J �1 A l t Y POST Tunitas Creek 0 0.125 0.25 0.5 Miles Exhibit A - Grazing Area N Map date:8/3/06 =POST Tunitas Creek Property Boundary Scale:1a4,000 Photo Date:December 2003 =Grazing Lease Area(181 acres) . Sources:USGS,Airphoto USA,San Mahn County,POST Derived from data that is Copyright 2006, San Mateo County,all rights reserved Edwards Grazing Lease Thysen Tunitas Page 17 EXHIBIT B: Maintenance Work Install and maintain fences to ensure that: • Cattle are contained within the leased premises • Cattle are kept away from Tunitas Creek and landslide features on Leased Premises at all times • Cattle are kept out of gullies and off steep hillsides throughout Leased Premises during wet weather i Edwards Grazing Lease Thysen Tunitas Page 18 Exhibit C: Grazing Management Plan Stocking The herd will be managed as a cow-calf operation, with no more than 50 head. Grazing will be monitored to determine optimal rotation through pastures. Monitoring Landlord staff or volunteers will regularly monitor the property (as necessary and appropriate) to determine that residual dry matter levels are kept within reasonable limits. The standards used for monitoring will be: ■ 50- 75% slope- 1200 lbs/ac RDM alert level, 1000 lbs/ac RDM minimum 0 30-49% slope- 1000 lbs/ac RDM alert level, 800 lbs/ac RDM minimum • 0- 29% slope- 800 lbs/ac RDM alert level, 500 lbs/ac RDM minimum Road maintenance Secondary bypass road will be monitored and repaired as necessary. All existing waterbars and drainage structures will be maintained. On the main road from the improved area to the center of the property north of the eucalyptus canyon, vegetation has been cleared back and all water breaks have been maintained. Tenant has identified potential problem areas that may need culverts or other work and will monitor the road when it rains and make any repairs as necessary. Fuels management Firebreaks around the corral and the house will be maintained by mowing. The area around the barn will be mowed as needed. Cattle will be used to reduce fuel load in the areas grazed. Weed management Roundupg herbicide may be used to control exotic invasive weeds within the grazing area. Tenant must contact Landlord to obtain permission prior to doing so. Fencing (see attached map) Fencing has been installed from the barn to the house and along the secondary bypass road. This is intended to block cattle from accessing the creek and slide feature. Tenant will install fencing along road north of barn running parallel to and above Tunitas Creek. This is intended to block cattle from accessing the creek. Fencing has been installed along the road to the Schaub property, and the fence across the northern end of the property moved down further and across to the brush area. A Edwards Grazing Lease j Thysen Tunitas Page 19 gate has been installed adjacent to the Schaub property to allow them continued access to the property for hiking. Tenant will monitor all fencing and make repairs as necessary. Other Vegetation in front of the old entry gate will be controlled to reveal POST property signage. II EXHIBIT C TENANT ESTOPPEL CERTIFICATE AND WAIVER OF RELOCATION BENEFITS The undersigned, as tenant ("Tenant") under that certain Agricultural Lease ("Lease") made with Peninsula Open Space Trust ("POST") as landlord (hereinafter referred to as "Landlord") with respect to the property described in Exhibit I attached hereto, represents to the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ("District") for its benefit and reliance, as follows: i 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 H. 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 Tenant 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: Dog u Edwards P.O. Box 1112 Half Moon Bay, CA 94019 Tel: (650) 245-6808 (mobile) 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. EXHIBIT C 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, except as expressly set out in 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. 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. 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 seq), and the California Relocation Assistance Act (Government Code § 7260 et seq.). 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. 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 Doug Edwards Date 2 "EXHIBIT I TO "EXHIBIT C" OF PURCHASE AGREEMENT The land referred to is situated in the unincorporated area of the County of San Mateo, State of California, and is described as follows: PARCEL ONE: Lots 1, 2, 3, 4, and 5 in Section 23, Township 6, South, Range 5 West, Mount Diablo Base and Meridian. Commencing at the Northwest comer of the Southwest quarter of Section 24, Township 6 South, Range 5 West, M. D. B. & M. and running thence South 20 chains to a corner; thence South 450 West 28.29 chains to the Southwest corner of the East half of the Southeast quarter (East 1/2 of Southeast 1/4) of Section 23, Township and range aforesaid; thence North 40 chains to a corner, and thence East 20 chains to the place of beginning; containing 60 acres, more or less, and being a portion of the East half of the Southeast quarter (East 1/2 of Southeast 1/4) of Section 23, Township, 6 South Range 5 West, M. D. B. & M. The Northeast quarter(Northeast 1/4); the fractional East half of the Northwest quarter (East 1/2 of the Northwest 1/4) and the Northeast quarter of the Southwest quarter (Northeast 1/4 of the Southwest 1/4) of Section 26, Township 6 South, Range 5 West, M. D. B. & M. Lots 2 and 3 of Section 26, Township 6 South, Range 5 West, M. D. B. & M. North half of the Southeast quarter (North 1/2 of Southeast 1/4) of Section 26,Township 6 South, Range 5 West, M. D. B. & M. Containing 80 acres, more or less. The West half of the Northwest quarter (West 1/2 of Northwest 1/4) of Section 25, Township 6 South, Range 5 West, M. D. B. & M. Commencing at the Southeast corner of Section 23, Township 6 South, Range 5 West, M. D. B. & M. and running thence North 20 chains; thence South 450 West 28.29 chains to the Southwest corner of the East half of the Southeast quarter of Section 23, Township and Range aforesaid, and thence East to the place of beginning. PARCEL TWO: Also portion of the San Gregodo Rancho, described as: 40 acres, more or less, bounded North by lands formerly owned by T. G. Durham on East and South by land formerly owned by J. & S. Downing on the West by lands now or formerly owned by John Pitcher. EXCEPTING THEREFROM a parcel of land containing I acre, more or less, conveyed by Edward Ring to Thos. G. Durham, by Deed recorded in Book 37 of Deeds at Page 537. EXCEPTING THEREFROM: Beginning at the most Southerly corner common to Sections 25 and 26, Township 6, South, Range 5 West, Mt. Diablo Base and Meridian and running West along the Southerly line of Section 26 and the Northerly line of the Rancho San Gregorio 1321.31 feet to the centerline of a creek; thence leaving said Section line and running in the creek the following courses and distances: North 250 29' East 127.11 feet; North 570 26' East 93.00 feet; North 360 04' East 77.73 feet; South 380 43' East 127.73 feet; North 350 38' East 44.52 feet; North 180 17' East 71.27 feet; North 241 06' West 47.27 feet; North 440 57' East 27.11 feet; North 740 5 1' East 30.75 feet; North 50 00' West 54.59 feet; North 860 30' East 113.07 feet; North 00 25' West 94.46 feet; North 870 47' East 77.21 feet; North 200 16' East 119.96 feet; North 50 50' West 48.57 feet; North 430 24' East 75.35 feet; South 850 24' East 114.47 feet; North 760 10' East 70.14 feet; South 590 33' East 58.88 feet; North 60 15' West 81.36 feet; North 140 46' East 43,10 feet; North 820 19- East 51,85 feet; North 00 59' East 37.61 feet; South 850 17' East 66.16 feet; South 870 07' East 30.15 feet; North 640 52' East 57.46 feet; South 820 23' East 132.03 feet; South 490 56' East 68.03 feet; North 760 56' East 45.18 feet; North 550 12' East 60.40 feet to the North and South line between Sections 25 and 26; thence along said last mentioned line South 821.55 feet, more or less to the point of beginning. ALSO EXCEPTING THEREFROM the lands acquired by that certain Final Order of Condemnation filed in the Superior Court of The State of California in and for the County of San Mateo under No. 111749 a certified copy of which was recorded in the office of the County Recorder on August 27, 1965 in Book 5017 of Official Records at Page 348, (File No. 85385-Y), Records of San Mateo County, California. ALSO EXCEPTING THEREFROM the lands conveyed to the County of San Mateo, a political subdivision of The State of California by that certain Deed recorded April 2, 1968 in Book 5453 of Official Records at Page 172, (File No. 31386-AB), Records of San Mateo County, California. ALSO EXCEPTING THEREFROM so much (if any) as lies Southeasterly of that certain common boundary line as established by that certain Agreement recorded October 10, 1973 in Book 6483 of Official Records at Page 556, (File No. 81804-AG), Records of San Mateo County, California. PARCEL THREE: So much (if any) as lies Northwesterly of that certain common boundary line as established by that certain Agreement recorded October 10, 1973 in Book 6483 of Official Records at Page 556, (File No. 81804-AG), Records of San Mateo County, California. APN: 081-090-020 JPN: 081-009-090-02 A 081-090-040 081-009-090-01 A 081-090-050 PARCEL FOUR: All that portion of there hereinafter described lands, lying Easterly and Southeasterly of the Tunitas Creek Road, sometimes known as Froment Road; beginning in the Lobitos Creek, at the upper comer of Ring's Tract; running thence North 52.500 East 11.50 chains up said creek; thence South 830 East 9.20 chains; thence North 400 East 9 chains; thence North 200 East 1.72 chains to corner which is an alder tree marked with 3 notches on each side, said tree being about 36 inches in diameter and standing on the left bank of the Lobitos Creek; thence South 600 East 47 chains to the top of a ridge; thence South 680 East 36.23 chains to the Tunitas Creek; thence down said creek with its meanderings to Ring's corner; thence North 600 West 97.75 chains, along the line of said Ring's corner to point of beginning. Containing as per survey of S.B. Gilbert, 233.1 acres, more or less. All courses true, meridian variations 150 48'. Excepting therefrom so much as lies within the following parcel of land: Beginning at an iron pipe monument, set at the point formed by the intersection of the Southeasterly line of the Tunitas Creek Road (formerly Froment Road) and the line dividing the Moran Ranch and the Ring Ranch; thence along said Southeasterly line of said road, the following courses and distances: North 280 57' 20" East 110.76 feet, North 150 9' 20" East 105.75 feet, North 280 57' 20" East 110.76 feet, North 150 9' 20",East 105.75 feet, North 560 7' East 140 feet; thence leaving said road South 410 28' East 29.90 feet to the center of Tunitas Creek; thence meandering down said Tunitas Creek the following courses and distances: South 520 30' West 152.00 feet, South 310 30' East 53.00 feet, South 190 30' West 75.50 feet, South 550 West 51.00 feet and South 10 30' 40" West 48.91 feet; thence leaving said creek North 600 West 64.80 feet to the point of beginning and being portion of the Moran Ranch, San Mateo County, California. APN: 066-260-040 JPN: 066-026-260-04 "EXHIBIT II" TO EXHIBIT C" OF PURCHASE AGREEMENT AGRICULTURAL LEASE For a copy of this Agricultural Lease see "EXHIBIT I" TO "EXHIBIT B" OF PURCHASE AGREEMENT i i i i i i I�