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HomeMy Public PortalAbout20070314 - Resolution - Board of Directors (BOD) Cover Sheet for Scanning by ECS Qriginptlpg Department General Manager Laserfich@ Template Board of Directors Template Fields Document Date: 3/14/2007 Document Type: Resolution Preserve Name: Keywords(no more than 4): Smith Purchase Project Name: Project Number: Vendor or Other Party: Name (First): Name(Last): Address: APN Number: Document No. 07-09 Additional Field: Additional Field: Additional Field: Additional Field: RESOLUTION NO. 07- 09 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on March 14, 2007 at a Regular 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: APPROVED: Secretary resident Board of Directors Board of Directors I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly held and called on the above day. District c RESOLUTION 07- 09 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 (MONTE BELLO OPEN SPACE PRESERVES—LANDS OF SMITH) 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 WILLIAM H. SMITH, as Trustee under the William H. Smith Trust Agreement dated December 22, 1978 and Midpeninsula Regional Open Space District, a copy of which is attached hereto and by reference made a part hereof, and authorizes the President or appropriate officers to execute the Agreement on behalf of the District to acquire the real property described therein ("the Smith Property"). Section Two. The General Manager or the President of the Board of Directors or other appropriate officer is authorized to execute a Certificate of Acceptance on behalf of the District. Section Three. The General Manager of the District or the General Manager's designee shall cause to be given appropriate notice of acceptance to the seller and to extend escrow if necessary. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and other transactional documents which do not involve any material change to any term of the Agreement or other transactional documents,which are necessary or appropriate to the closing or implementation of this transaction. Section Four. The General Manager of the District is authorized to expend up to $2,000 to cover the cost of title insurance, escrow fees, and other miscellaneous costs related to this transaction. Section Five. The purpose of this Section is to enable the District to reimburse its general fund for the cost of certain land acquisitions. The District wishes to finance certain of these real property acquisitions and expects to use tax-exempt debt, such as bonds, but a tax-exempt financing is not cost justified for the District unless the principal amount of the financing is large enough to justify the related financing costs. Consequently, it is the District's practice to buy property with its general funds and, when a tax-exempt financing is cost justified based on the aggregate value of acquisitions,to issue tax-exempt obligations to reimburse itself for previous expenditures of general funds. These general funds are needed for operating and other working capital needs of the District and are not intended to be used to finance property acquisitions on a long-term basis. U.S. Income Tax Regulation Section 1.150-2 requires an issuer of tax-exempt debt to declare its intent to use a portion of tax-exempt debt proceeds for reimbursement of expenditures prior to the payment of the expenditures. Accordingly, the Board of Directors hereby declares its intent to issue tax-exempt obligations in the maximum principal amount of$375,000 and to use a portion of the proceeds of the obligations for reimbursement of District expenditures for acquisition of the Smith Property that are paid before the date of issuance of the obligations. Purchase Agreement pooe lPURCHASE AGREEMENT- BARGAIN SALE —=' This Agreement is made and entered into by and between WlDJAM H. SMITH, as Trustee under the | William B. Smith Trust Agreement dated December 27` |978 hereinafter called "Se||e/' and tile MIDPENINSULA REGIONAL OPEN SPACE DISTRICT a Public District formed pursuant to Article 3 ! uf Chapter 3 of Division 5 of the California Public Resources Code, hereinafter called "District." RECITALS � WHEREAS, Seller is the ovvncropropertycertain real property which has open space and � � recreational value, located within an unincorporated area ofthe Counties of Santa Clara and Sun N4utco" � and being more particularly described within the body ofthis Agreement; and � � WHEREAS, District was formed by voter initiative to solicit and receive conveyances n[ � real property by purchase, exchange, gift, or bargain purchase for public park, recreation, scenic and open � space purposes; and � WHEREAS, District desires 10 purchase said property for open space preservation and as part of the ecological, recreational, and aesthetic resources o[the midpeninyu|a area; and � VVBBll8/\8, Seller wishes to acU and convey the entirety ofsaid property to District, and � District wishes to purchase said property upon the terms and conditions set forth herein. VVB£��&8 S�\\�r p/iah�u�o m�\\ and convey said property to District, a1uprice be\ovvfair � , , � market value, 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 aufollows: \. Purchase and Sale. Seller� i| wn sell to District and District agrees to purchase from � Seller, Seller's real property located within an the City of Palo Alto, County of Santa Clara and the | unincorporated area of the County ofSan Mateo, State ofCalifornia, containing approximately eight and / seventy-two hundredths(0.72)acres, more or |com` and commonly referred touo Santa Clara County Assessor's Parcel Number]5l-}2-043 and u portion nfwhich im located in San Mateo County. Said property ia further described inthe Legal Description attached to Preliminary Report Number57\7O065 | from North American Tide Company, ucopy of said Preliminary Report attached hereto as Exhibit"A", / � and incorporated herein by this reference. Said property is to be conveyed together with any easements, rights ofway, or rights of use which may hc appurtenant or attributable\o tile aforesaid lands, and any and all improvements attached or affixed thereto. All ofsaid real property and appurtenances shall hereinafter | be called the "Subject Property" or the "Property" 2. Purchase Price. The total purchase price("Purchase Price") for the Property ahu|| be Three Hundred Seventy-five Thousand and No/)OO Dollars($]75,U00.0O), which shall he paid in cash oi the "Closing" as defined in Section 3 hereof / � 3. Escrow. Promptly upon execution o[this Agreement, in accordance with Section 12 � herein, an escrow oba|| he opened at North American Title Company, 497 N. Santa Cruz Avenue, Los Gatos, CA9503O, (400) 399-4|00 (Escrow number 57\7O0h5) or other title company acceptable 10 | � District and Seller(hereinafter "Escrow Bo|der")through which the purchase and sale of the Property shall � � `-- Purchase Agreernent Page 2 be consummated. A fully executed copy o[this Agreement shall |e deposited with Escrow Holder 0oserve as escrow instructions to Escrow Do|dmc provided that the parties ahu|| execute such additional supplementary mr customary escrow instructions as Ssonwn/ Holder may rcuaonmb|v require. This Agreement may be amended or supplemented by explicit additional cscn`vv instructions signed by the parties, but the printed portion of such escrow instructions shall not supersede any inconsistent provisions contained herein. Escrow HoNer is hereby appointed and instructed todeliver, pursuant to the terms o[ this Agreement, the documcn\sand monies to be deposited into the escrow os herein provided, with the following terms and conditions to apply to said escrow: A. The time provided for in d/c cooruw for tile close thereof shall be oil or before March 30, 2007; provided, however, that the parties may, by written agreement, extend the time for Closing. The term "Closing" as used herein shall bcdcemcd to be the date when Escrow Holder causes the Grant Deed (as defined below) toberecorded in tile Office o[the County Recorder of Santa Clara and San Mateo County. B. Seller and District shall, during the escrow period, execute any and all documents and perform any and all uc\a reasonably necessary orappropriate to consummate the purchase and ma|c pursuant (o tile terms of this Agreement. C. Seller shall deposit into tile escrow oil or before tile Closing un executed and � � recordable Grant Deed, covering the Property usdescribed in said Exhibit "A". D. Seller shall deposit into the escrow oil or before the Closing an executed and recordable Quitclaim Deed, covering the portion of the Property located in Ban Mateo County. C. District shall deposit into the escrow, on or before the Closing: (i) The required Ceni6uatco[Auocptancc for the Grant Deed, duly executed � by District and (ohe dated uxof(hcClosing; � (ii) District's check payable to Escrow Ho|dmr in the amount o[Three Hundred Seventy-[burThousand which is the balance o[the Purchase Price ofThrec Hundred Seventy-five Thousand and No/)00 Dollars uaspecified in Section 2. The balance oF$),000.0U is paid into escrow in accordance with Section |2o[this Agreement. � P. Seller shall pay the escrow fees, the CLTA Standard Policy nfTitle Insurance, if required by District, and all recording costs and fees. All other costs mrexpenses not otherwise provided � for in this Agreement shall be apportioned or allocated between District and Seller in the manner uustmnury in Santa Clara County. All current property taxes oil the Property shall he pro-rated through � escrow between District and Seller asnf the Closing based upon the latest available tux information using the Customary escrow procedures. � G. Seller shall cause North American Title Company, or other title company acceptable to District and Seller, to be prepared and committed oo deliver/o District, uCLTA D1unduvd � Po|icyofTiUc Insurance, dated umof the Closing, insuring District in the amount oF$75O,00U.00 for the Property showing title k^ the Property vested in fee simple in District, subject only to: (i) ouneo( nu| � property k`auu, (ii) title exceptions numhercd 3 and 4 as listed in said preliminary report 5170065 NpoNc No. ) dated February 21, 2007 (Exhibit A), and (iii) Such additional title exceptions as may be approved in � writing by District prior{o tile Closing um determined by District in its sole and absolute discretion. � � ^ .. .. . . ` Purchase Agreement Page ' B. 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 uf Acceptance hm be recorded in the Office ofthe County Recorder nf Santa Clara County. Upon the Closing, Escrow Holder shall cause 1obr delivered to District the original of the policy oftitle insurance required herein, and to Seller Escrow Holder's check for the full purchase price o[the Subject Property(less Seller's portion nf the expenses described inSection 3.E, and to District or Seller, 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 sarne. � 4. Rights and Liabilities of tile Parties in the Event of Termination. In the event this Agreement is terminated and escrow is canceled for any reason, all parties ehu|| be excused from any | � further obligations hereunder, except am otherwise provided herein. Upon any such termination ofescrow, � all parties hereto shall be jointly severally liable to Escrow Holder for payment*f its hdeand cmxrovv � cunuc||mdonuhurg�a (oubi�c�0mdubt ofmubrouutonuguinstanypartyvvhoaefaukrnuyhaveooumedeuuh | termination ofescn`v/)` and each party expressly reserves any other rights and remedies which it may have � against any other party by reason ofa wrongful termination or failure tnclose uoonov/. � � 5. Leases or Occupancy of Premises. Seller warrants that there exist nooral or written leases or rental agreements affecting all nr any portion of the Subject Property. Seller further warrants and agrees to hold District free and harmless and to reimburse District for any and all costs, liability, loss, darnage or � uspcnmc, including costs for |cgu| services, occasioned hv reason nf any such lease or rental agreement of � � . the Property being acquired by District, including, but not limited to, c|oimo for relocation benefits and/or ! payments pursuant to California Government Code Section 726Oc/seq. Seller understands and agrees that the provisions of this paragraph shall survive the close of escrow and recordation uf any Grant Decd(m). 6. . For the purpose o[consummating the sale and purchase of the Property in accordance herewith, Seller makes the following representations and warranties � k,*Uiabiut, vvhich shall survive close of escrow, each of which immn�eria| and im being relied upon bv District. A. A-!Ul�[��. Seller has the h/|| right, power and authority to enter into this Agreement and {operfbrm the transactions contemplated hereunder. | | | B. Valid and Bindinp,Agreements. This Agreement and all other documents � delivered by Seller to District now or at the Closing have been or will be duly authorized and executed and ' delivered by Seller and are |m8u|, valid and binding obligations of Seller sufficient 1n convey to District the � � Subject Property described therein, and are enforceable in accordance with their respective terms and do | � not violate any provisions of any agreement to which Seller is a party or by which Seller may be bound or | any articles, bylaws or corporate resolutions of Seller. � C. Good Title. Seller has and ut the Closing date shall have good, marketable and | indefeasible fee simple title 0ut ~ d bc Subject Property the interests therein to be conveyed toDistrict hereunder, free and clear of all liens and encumbrances of any type whatsoever and free and clear of any � � recorded or unrecorded option rights or purchase rights or any other right, title or interest held by any third � � � pony except for the exceptions permitted under the express terms hereof, and Seller shall forever � indemnify and defend District from and against any claims made byany third party which are based upon � any inaccuracy in the foregoing representations. � � 7. . Except umotherwise provided herein orhv express written � permission granted by District, Seller shall not, between the tirne of Seller's execution hereof and the close � | � Purchase Agreement Pao 4 � �� � � of escrow, cause mallow any physical changes on the Property. Such changes shall include but not be � limited to grading, excavating or other eudbmoving activities, cutting or removing trees, shrubs, brush or other vegetation, and darnaging or demolition of improvements or structures on the Property. 8. Hazardous Waste. A. Defi�ldklDs. The term "Hazardous Wua1e," uuused herein, means ally substance, mu1criu| or other thing regulated by or pursuant to any federal, state or |ouu| environmental law by reason of its potential for harm to human health orthe environment because of its flammability,toxicity, reactivity, corrosiveness or carcinogenicity. The term "Hazardous Waste" also includes without limitation, polychlorinated biphony|w, benzene, asbestos, petroleum, petroleum bv-pvoducLm, gas, gas liquids and lead. � The term "Env iron mental Law" as used herein includes, without limitation,the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 o/roq.)and � � the Resource Conservation and Recovery Act(42D.S.C. Section 690\ etxeq.) � � B. . For the purpose ofconaumnnuu1in&the sale and � purchase of the Property, Seller makes the following representat ions and warranties to District, which shall � survive close of escrow, each of which is mu1c,iu| and is being relied upon by District: � � . (i) To Seller' o knowledge the Property does not contain and has not previously contained ally Hazardous Waste or underground storage tanks, and no Hazardous Waste has � been or is being used, manu���urcd, handled, ��ncrm1�d' stored, treated, discharged, p,�o�u� buried or | � | � disposed of oil, under or about the Property, or transported too/from the Property, nor has Seller ' undertaken, permitted,authorized or suffered any of the foregoing; (ii) Seller has not received any notice and Seller has nu actual knowledge that � any private person or governmental authority or administrative agency or any employee or agent thereof | � | has determined, alleged or commenced or threatened to commence any litigation, or other proceedings, to determine that there is presence, release, threat ofrelease, p|acennenton, under or about the Property, or the use, manufacture, handling, generation, storage, treatment, discharge, burial ordisposal on, under or about the Property, or the transportation to or frorn the Property, of any Hazardous Waste, nor has Seller � received any communication from any such person or governmental agency or authority concerning any | � such matters. � C. Indemnity. Seller shall indemnify, defend and hold harmless District from and against and all claims, liabilities, losses, darnages, and costs incurred orsuffered by District, including � Without limitation, attorney, engineering and other professional orexpert fees, oo the extent arising from � any breach of the warranties or representations contained herein | � � � 9� SeUcxand D�thct � | understand and agree that Seller may be entitled to receive certain relocation benefits and the fair market | value of the Property described in Exhibit "A", as provided for by the Federal Uniform Relocation � Assistance and Real Property Acquisition Act ofl970(Public Law 9]-640),the Uniform Relocation Act � Amendments of 1987 (Public Law 100-17, Title IV of the Surface Transportation and Uniform Relocation . � Assistance Act ofl987 (i0\ Statutes, 246-256)(42U.S.C. '460| o/xog.), and the California Relocation � | Assistance Act, Government Code Section 7260e/uo4 Seller � ' � � future claims or rights Be)|ernuay have 1oany relocation uomiotamue' benefits, procedures, or policies as � provided in said laws or regulations adopted there under and to any other compensation, except as provided in this Agreement. Seller has been advised oxiothe extent and availability ofsuch benefits, � � i . ., . . Purchase Agreement Page procedures, notice periods, and assistance, and freely and knowingly waives such claims, rights and notice � periods except us set forth in this Agreement, including the fair market value ofsaid Property, appraisals, � etc., as provided for by said Federal Law and any corresponding California Government Code Sections. 10. Charitable Contribution. District and Seller acknowledge and agree that Seller may seek a tax benefit for the charitable contribution of the difference between the purchase price being paid by the District and the Property=a fair market value being donated to the District as part of this transaction. District expresses no opinion as to whether Seller will receive any deduction for federal or state income tax purposes as result nfthis transaction. Seller acknowledges and agrees that Seller is relying solely upon thc advice of its own attorneys, accountants and other professional advisors with respect to all such matters, and to the tax consequences of this Agreement ingeneral. Without limitation of the foregoing, ifsuch � contribution im not deductible for federal and state income tax purposes, in whole orin part, such non- deductibility ornon-treo1men1vvi|| ncxrciicvcSc|)erofunyofitmob|igationnunderthim /kgreementor otherwise affect this Agreement in any way or require the payment of any additional or substitute � � consideration by District for the purchase of the Subject Property or entitle Seller to any remedies against District as u result thereof. District agrees 1oprovide So||cr with all executed )R8 Form 8283 as evidence of the Bargain Sale price accepted by Seller thereunder. H. Miscellaneous Provisions. A. Access for Investi gat ions. From the date Seller delivers on executed copy ofthis Purchase Agreement to District and until the Closing, District and District's agents, lender, contractors, engineers, consultants, employees, subcontractors and other representatives(the"District Pudicx") may, upon the giving of reasonable advance written notice to Seller, enter upon tile Property for the purpose of inspecting, testing and evaluating the same; provided, however, that District may not perform any work on the Property without Seller's prior written consent, which shall not be unreasonably withheld or delayed � and further provided that District shall give Seller at least 24 hours' prior notice of each proposed entry by District. District shall indemnify, pro/ect, defend and hold Seller free and horm|csmfrom and against any and all claims, actions, causes of action, suits, proceedings, costs, expenses (including, without limitation, reasonable attorneys' fees and costs), liabilities, damages, and liens caused by the activities of District � Parties while upon the Property prior to the Closing; provided, however, the foregoing indemnity shall not � � cover or include any claims, damages or liens resulting from District's discovery ofany Hazardous VVxytc or other pre-existing adverse conditions pursuant to its inspections, testing or evaluation. District's � inspections shall beu8 District's sole expense. District shall repair any dumuge to the Property that may be � caused by the District Parties while on the Property performing its inspections. R. Choice of Law. The intcnmu| laws oythe State ofCalifornia, regardless ofally choice of law principles, shall govern the validity of this Agreement, the construction of its terms and the � interpretation oy the rights and duties of the parties. � � C. |f6&k�rpar�' h�,��o incurs including reasonable � � � ` � attorneys'fees, in connection with any action, proceedingor arbitration instituted bv reason of any default or alleged default of the other party hereunder,the party prevailing in such action or proceeding shall be � entitled to recover from the other party reasonable expenses and attorneys' fees in the amount determined � by the Court, or arbitrator. in the case o|'mrbiUaiion, whether or not such action, proceeding orarbitration � � goes to final judgment. In the event of a settlement or final judgment in which neither party is awarded all of tile relief prayed for, the prevailing party as determined by the Court., or arbitrator in the case of � � arbitration, shall be entitled (u recover 1iom the other party reasonable expenses and attorneys'fees. � D. Amendment and Waiver. The parties hereto may by mutual written agreement � amend this Agreement in any n:ypeu1. Any party hereto may in writing: (i) extend the time for the �� , . . . Purchase Agreement Page 6 performance wf any of the obligations of the other party; (ih waive any inaccuracies in representations and warranties made bv the other party contained in this Agreement or in any documents delivered pursuant hereto; (iii) waive compliance bv tile other party with any ofthe covenants contained in this Agreement or the performance of any obligations uf the other party; or(iv)waive the fulfillment of any condition that ia precedent to the performance by such party of any of its obligations under this Agreement. The General Manager is authorized to agree to an extension of the time for the performance of any obligations on tile part of District or Seller pursuant to this Agreement,and to take any actions and execute any documents necessary or appropriate to closing escrow and completing this conveyance, including execution ofany documents which may allow Seller to accomplish a tax deferred exchange of property as permitted by law; provided' however that the District ahu|| not take dt|c to any third party property other than the Subject � Property. Any agreement oil the part of any party for any such amendment, extension or waiver must be in writing. � E. Rights Cumulative. Each and all of the various rights, powers and remedicsofthe � parties shall be considered to becumu|ative with and in addition to any other rights, powers and remedies 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. F. Notices. Whenever any party hereto desires or is required to give ally notice, demand,or request with respect to this Agreement(or any Exhibit hereto), each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy,telegraph or cable or other similar electronic medium, addressed as indicated as follows: Seller: Williarn Ff. Smith P.O. Box 230 Carmel, CA 93923 which the parties may have at law or in equity in the event of the breach of any of the terms of this � .~.~r.~.~ `831/ .253972 � District: ^~~r~^' s~~ Regional Open Space District � 33ouste/ Circle Los Altos, CA 94022 Attn: � C mn�nu | � _� ' _—_ Manager If sent by telegraph, facsimile cable, confirmed copy of such telegraphic, facsimile communication made only by mail shall be deenned complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other party as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to tile other when prompt notification is appropriate, but any oral notice given shall not satisfy tile requirement of written notice as provided in this notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such Pmrbauc Agreement Page � ^ G. Severability. If any of the provisions ofthis Agreement are bc|d to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision of which is binding upon the parties, the parties agree that such determination whm|i not result in the nullity or � uncnfbrceubi!ityofthe remaining portions of this Agreement. The parties further agree to replace such � � void or unenforceable provisions which will achieve, to the extent possible,the economic, business and other purposes of the void ur unenforceable provisions. H. Counterparts. This Agreement may be executed in separate counterparts,each of � which shall be deemed as ail 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 mumc � instrument. | L Waiver. No waiver of any term, provision or condition of this Agreement, � ! whether by conduct orotherwise, in any one ormore instances, shall bedeenncd to be, orbcconstrued as, u � � further or continuing waiver of any such term, provision orcondition ormoa waiver of any other term, � � provision or condition of this Agreement. J. Entire Agreement. This Agreement is intended by the parties 0obc the final expression nf their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes u complete and exclusive statement ofthctennoondcondidonnthereof, andii � supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings � relating totile same subject matter. K. Tirne of Essence. Timeiooy the essence of each provision of this Agreement in � which time ieunelement. L. Survival of Covenants. U covenants of District or Seller which are expressly intended hereunder to be performed in whole or in part after the Closing, and all representations warranties by either party to the other, dhu | survive the Closingand he binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. M. Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Agreement to any third party without tile prior written approval of the other party. N. Further Documents and Acts. Each of the ko hereto agrees to execute and deliver such further documents and perform such other acts oo may 0e reasonably necessary ovappropriate to consummate and curry into effect the transactions described and contemplated under this /\8rccmcnL � � (]� Binding oil Successors and Assigns. This Agreement and all o/its terms, conditions and covenants are intended to be fully effective and binding, to the extentpennh1edbv |uw, on � the Successors and permitted assigns of the parties hereto. P. . District shall not be responsible for any real estate commission or other related costs or tees in this transaction. Seller agrees toand does hereby indemnify and hold District harmless from and against any and all costs, liabilities, \oomeu` damages, claims,causes of action or proceedings which may nrou|thom any broker, agent orfinder, licensed or otherwise, claiming � through, under or by reason of the conduct of Seller in connection with this transaction. � Purchase Agreement Page 8 Q. 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. R. 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. S. 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 binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right of discovery. Hearings shall be held in Santa Clara County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc ("JAMS"). 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. SELLER INITIAL DISTRICT INITIAL 12. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before February 23, 2007, District shall have until midnight March 14, 2007 to accept and execute this Agreement, and during said period this instrument shall constitute an irrevocable offer by Seller 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. Purchase Agreement Page 9 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly authorized officers to be effective as of the date of final execution by District in accordance with the terms hereof. DISTRICT: SELLER: MIDPENINSULA REGIONAL PEN SPACE DISTRICT APPROVED AND A TE Presiden oard o rectors William H. Smith, Trustee under the William H. Smith Trust dated December 27, 1978 Date Date ATTEST: District Clerk Date: /,X U ACCEPTED FOR RECOMMENDATION r .'Cj R-, Michael C. Williams, Real Property Manager APPROVED AS TO FORM: n�.oC�t.L Susan M. Schectman, General Counsel REC ENDED OR P I L. Craig Britton, General Manager I I EXHIBIT A NORTH DIRECT ALL INQUIRIES TO::AMERICAN Escrow Officer: Susan Trovato TITLE Telephone No.: (408) 399-4100 COMPANY Our No.: 56007-57170065-SKT Escrow No.: 56007-57170065 Customer No.: APN: 351-12-043 Mid-Peninsula Regional Open Space District Attn: Mike Williams 330 Distel Circle Los Altos CA 94022 Buyer(s): Mid-Peninsula Regional Open Space District Property Address: APN: 351-12-043 Palo Alto, CA Update No. 1 Preliminary Report IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, i i North American Title Insurance Company i I 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 HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY DEFECT, LIEN, OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS AND STIPULATIONS OF SAID POLICY FORMS. THE PRINTED EXCEPTIONS AND EXCLUSION FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE SET FORTH ON THE ATTACHED COVER, 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 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. II 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 THERETO) 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 21, 2007 Pam Thompson -b/ep/tw at 08:00 am Title Officer 497 N. Santa Cruz Avenue, Los Gatos, CA 95030 Phone: (408) 399-4100 Fax: (408) 354-3212 �I , The form of policy of title insurance contemplated by this report is: 1990-CLTA Owner's Standard Coverage The estate or interest in the land hereinafter described or referred to covered by this report is: A fee Title to said estate or interest at the date hereof is vested in: William H. Smith, as Trustee under the William H. Smith Trust Agreement dated December 27, 1978 i II � I i Page 2 Order No.: 56007-57170065-SKT I i y t i DESCRIPTION: The land referred to herein is situated in the State of California, County of Santa Clara, City of Palo Alto, and is described as follows: COMMENCING AT A GRANITE MONUMENT AT THE CORNER COMMON TO SECTIONS 23, 24, 25 AND 26, TOWNSHIP 7 SOUTH, RANGE 3 WEST, MOUNT DIABLO BASE AND MERIDIAN; THENCE FROM SAID POINT OF COMMENCEMENT NORTH 870 57' 50"WEST ALONG THE LINE DIVIDING SAID SECTION 23 AND SECTION 26, 1,768.40 FEET TO A 1-1/2 INCH IRON PIPE; THENCE ON THE ARC OF A CURVE TO THE LEFT (A RADIAL BEARING FROM SAID 1-1/2 INCH IRON PIPE BEARS NORTH 890 45' 11"WEST)WITH A RADIUS OF 1,400 FEET, THROUGH A CENTRAL ANGLE OF 20° 15' 19" FOR AN ARC DISTANCE OF 494.93 FEET; THENCE TANGENT TO SAID LAST-MENTIONED CURVE NORTH 200 00' 30"WEST 724.74 FEET; THENCE ON THE ARC OF A TANGENT CURVE TO THE LEFT WITH A RADIUS OF 1,900 FEET, THROUGH A CENTRAL ANGLE OF 70 38' 22"FOR AN ARC DISTANCE OF 253.33 FEET TO THE TRUE POINT OF BEGINNING OF THE PARCEL TO BE DESCRIBED; THENCE FROM SAID TRUE POINT OF BEGINNING ALONG A LINE RADIAL TO SAID LAST- MENTIONED CURVE SOUTH 620 21'08"WEST 850.00 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SKYLINE BOULEVARD (BEING 100 FEET WIDE); THENCE ALONG SAID NORTHEASTERLY LINE OF SKYLINE BOULEVARD ON THE ARC OF A CURVE TO THE LEFT (FROM WHICH SAID LAST-MENTIONED COURSE IS RADIAL)WITH A RADIAL OF 1,050 FEET, THROUGH A CENTRAL ANGLE OF 170 21'47" FOR AN ARC DISTANCE OF 318.20 FEET; THENCE LEAVING SKYLINE BOULEVARD ON A LINE RADIAL TO SAID LAST-MENTIONED CURVE NORTH 440 59'21" EAST 850.00 FEET; THENCE ON THE ARC OF A CURVE TO THE RIGHT (FROM WHICH SAID LAST-MENTIONED COURSE IS RADIAL)WITH A RADIUS OF 1,900 FEET, THROUGH A CENTRAL ANGLE OF 17°21'47"FOR AN ARC LENGTH OF 575.78 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING ANY PORTION THEREOF LYING WITHIN THE BOUNDARIES OF SAN MATEO COUNTY APN: 351-12-043 Page 3 Order No.: 56007-57170065-SKT II . ' At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy form would beasfollows: 1 General and Special Property Taxes, and any assessments collected with taxes, including utility assessments, are a lien not yet payable to be levied for the fiscal year 2007 -2008. 2. The Lien of Supplemental Taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California, 1 An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. |n Favor of: Pacific Gas and Electric Company No representation is made as to the present ownership of said easement. Purpose: Pole Line Recorded: August 27. 1932 Book: 626 Page: 195 Affects: The exact location and extent of said easement innot disclosed ofrecord 4. Covenants, Conditions and Restrictions imposed by a Land Conservation Contract executed � pursuant io Section 512OOet seq. of the California Government Code. � Dated: None Shown Executed By: William H. and Patricia K4. Smith Recorded: February 28. 1Q73 Book: 0257 Page: 241 5. This report is incomplete. We will require a Statement ofInformation from the parties indicated below,five 15l days prior to c|uoing, in order to complete this report, based on the effect of documents, proceedings, liens, decrees, or other matters which do not specifically describe said land, but which if any doexist, may affect the title or impose liens or encumbrances thereon. Seller/Owner: Patricia M. Smith and William Hustan Smith The Statement of Information is necessary to complete the search and examination of title under / this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties, but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to � this file. � � Page 4 � Order No.: 56007'57170065'SKT — - '' . . . . ' . . ' INFORMATIONAL NOTES: A. There is located on said land vacant property known as APN: 351-12-043, Palo Alto, CA. B. The only conveyance(s) affecting said land, which recorded within twenty-four(24) months of the date of this report, is as follows: � Entitled: Grant Deed � From: Patricia K4. Smith, a married woman, ao her sole and | separate property To: Patricia M. Smith. Trustee under Patricia M. Smith Trust Agreement dated December 27. 1978 Recorded: March 29' 2OUG Instrument No.: 18884824 Entitled: Affidavh- UeathofT,uok*e- SuoueaoionofSuccaosor � Trustee � From: Patricia M. Smith (dooedent) � To: William H. Smith, aa successor trustee Recorded: February 21. 2007 Instrument No.: 19311330 Entitled: Grant Deed � From: William H. Smith, sole successor trustee under the | � Patricia [W. Smith Trust Agreement dated December 27. | 1978 To: William H. Smith, awidower Recorded: February 21. 2OO7 Instrument No.: 18311331 Entitled: Grant Deed From: William H. Smith. evvidowor | To: William H. Smith, ao Trustee under the William H. Smith Trust Agreement dated Deoember27. 1978 Recorded: February 21. 2OO7 Instrument No.: 19311322 C. This charge for a policy of title insurance, if issued through this title order, will be based on the | basic insurance rate. � D. General and Special Property Taxes for the fiscal year shown below have been paid. / Fiscal Year: 2006 -2007 Total Amount: $128.96 First Installment: $63.48 Paid | Second Installment: $0348Paid / Land: $402.00 Code Area: 06-036 Parcel Number: 351-12-043 E. In addition to the county transfer tax uf$O.55 per$500.OU the land herein also subject to City of � Palo Alto conveyance tax in the amount of$1.G5 per$5UO.8Ovaluation. This city tax iefigured | � on the full value nf the land with no credits for existing loans orbonds. � � � Page 5 � Order No.: 56007'57170065'SKT � � � � � � � - F. Pursuant to Section 12413.1 of the insurance code funds deposited in escrow must be held for the following time periods before they can be disbursed: ! 1. Cash or wired funds--available for immediate dispersal after deposit in bank or � confirmation of receipt in account. Bear in mind that Cash will be ouon[ted from � customers only under special circumstances as individually approved by management. � 2. Cashier checks, certified uheoka, tellers ohecku—noxt day available funds. 3. All other checks must be held in accordance with regulation CC adopted by the Federal Reserve Board of Governors before they must be disbursed. 4. Drafts must be collected before they may badisbursed. North American Title Company will not be responsible for accruals of interest or other charges | resulting from compliance with the disbursement restrictions imposed by state |uvv. For Your InformaWan—Dur\1Viro_rn5tructi_Qns Are: � | � Wire To: Credit the Account of: Comerice8mnk North American Title Company 333VV. Santa Clara Street Bank Account No.: 1892518109 San Jose, CA 95113 Escrow No. 56007'57170065 | Routing No.: 121137522 Bmnoh/CountyNo.: 560-07 Attn: SuaonTrovoUo ACHFUNDS -AutommdoC|earingHoumo North American Title Company will not accept funds in the form of ACH transfers. G. North American Title Company, Inc's charges for recording the transaction documents include charges for services performed by North American Title Company, Inc., in addition to an estimate � of payments tobo made to governmental agencies. � � � � � � � � ! � � � / Page S � Order No.: 58007-57170065-GKT GOOD FUNDS LAW CALIFORNIA ASSEMBLY BILL 512 (-AB512-) IS EFFECTIVE ON JANUARY 1, 1990. UNDER AB512, NORTH AMERICAN TITLE COMPANY, INC. (-NORTH AMERICAN TITLE COMPANY, INC.") MAY ONLY MAKE FUNDS AVAILABLE FOR MONETARY DISPERSAL IN ACCORDANCE WITH THE FOLLOWING RULES: SAME DAY AVAILABILITY- DISBURSEMENT ON THE DATE OF DEPOSIT IS ALLOWED ONLY WHEN FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY (-NORTH AMERICAN TITLE COMPANY, INC.") IN CASH OR BY ELECTRONIC TRANSFER (WIRE). BEAR IN MIND THAT CASH WILL BE ACCEPTED FROM CUSTOMERS ONLY UNDER SPECIAL CIRCUMSTANCES AS INDIVIDUALLY APPROVED BY MANAGEMENT. NEXT DAY AVAILABILITY - IF FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY, INC. BY CASHIER'S CHECKS, CERTIFIED CHECKS, OR TELLER'S CHECKS, DISBURSEMENT MAY BE ON THE NEXT BUSINESS DAY FOLLOWING DEPOSIT. A "TELLER'S CHECK" IS ONE DRAWN BY AN INSURED FINANCIAL INSTITUTION AGAINST ANOTHER INSURED FINANCIAL INSTITUTION (E.G., A SAVINGS AND LOAN FUNDING WITH A CHECK AGAINST A FDIC INSURED BANK). 2-5 DAY AVAILABILITY (REGULATION CC). IF THE DEPOSIT IS MADE BY CHECKS OTHER THAN THOSE DESCRIBED IN PARAGRAPHS 1 AND 2 ABOVE, DISBURSEMENT MAY OCCUR ON 'THE DAY WHEN FUNDS MUST BE MADE AVAILABLE TO DEPOSITORS UNDER FEDERAL RESERVE REGULATION CC, THIS REQUIRES A"HOLD"ON SOME CHECKS OF 2-5 DAYS OR LONGER IN SOME INSTANCES. PERSONAL CHECKS,DRAFTS, PRIVATE CORPORATION AND COMPANY CHECKS, AND FUNDING CHECKS FROM MORTGAGE COMPANIES THAT ARE NOT TELLER'S CHECKS ARE AMONG THOSE CHECKS SUBJECT TO SUCH HOLDS. (FOR FURTHER DETAILS,CONSULT CHAPTER 598,STATUTES OF 1989.) NOTE:THE ABOVE GUIDELINES ARE IN CONFORMITY WITH THOSE ISSUED BY THE DEPARTMENT OF INSURANCE FOR ALL CALIFORNIA TITLE INSURANCE AND CALIFORNIA TITLE COMPANIES. PRELIMINARY CHANGE OF OWNERSHIP REPORT NOTE: ON OR AFTER JULY 1, 1985, THE COUNTY RECORDER'S OFFICE WILL CHARGE, IN ADDITION TO THE REGULAR CHARGES, AN EXTRA $20.00 RECORDING FEE, UNLESS A DOCUMENT EVIDENCING A CHANGE OF OWNERSHIP IS ACCOMPANIED BY A PRELIMINARY CHANGE OF OWNERSHIP REPORT. IN LIEU OF SAID REPORT, SIGNED BY THE TRANSFEREE, THE RECORDER WILL ACCEPT AN AFFIDAVIT THAT THE TRANSFEREE IS NOT A RESIDENT OF CALIFORNIA. TITLE BILLINGS WILL BE ADJUSTED TO REFLECT SUCH ADDITIONAL FEES WHEN APPLICABLE. IRS FORM 1099 BEFORE THE TRANSACTION CONTEMPLATED BY THIS REPORT CAN BE CLOSED, THE SELLER/BORROWER MUST FURNISH A TAXPAYER IDENTIFICATION NUMBER TO US SO THAT WE CAN FILE AN IRS FORM 1099,OR ITS EQUIVALENT WITH THE INTERNAL REVENUE SERVICE. THIS PROCEDURE IS REQUIRED BY SECTION 6045 OF THE INTERNAL REVENUE SERVICE. NOTICE OF A WITHHOLDING REQUIREMENT State Withholding & Reporting for closings after January 1, 2003: Under California Law (Rev & Tax Code 18662 & 18668)a buyer may be required to withhold and deliver to the Franchise Tax Board(FTB)either(a)an amount equal to three and one-third percent of the sales price orb elect an alternate withholding amount based on applying the ( ) 9 maximum tax rate to the seller's estimated gain, in the case of disposition of California real property interest("Real Property")by either: 1)a seller who is an individual or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of seller, or 2) a corporate seller that has no permanent place of business in California. If the seller elects an alternate withholding amount, the maximum tax rates are as follows: (a)9.3%for individuals,(b)8.84%for corporations, and(c)10.84%for banks and financial corporations. Buyer may be subject to a penalty(equal to the greater of 10%of the amount required to be withheld or$500)for failing to withhold and transmit the funds to FTB in the time required by law. Buyer is not required to withhold any amount and will not be subject to penalty for failure to withhold if: a) the sale price of the Real Property does not exceed $100,000; b)the seller executes a written certificate under penalty of perjury certifying that the seller is a corporation with a permanent place of business in California;or c)the seller,who is an individual,executes a written certificate under penalty of perjury certifying one of the following: (i) the Real Property was the seller's principal residence (as defined in IRC 121); (ii) the Real property was last used as seller's principal residence without regard to time period; (III)the Real Property is or will be exchanged for property of likekind (as defined in IRC 1031) and that the seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California income tax purposes under IRC 1031; (iv)the Real Property has been compulsorily or involuntarily converted(as defined in IRC 1033)and the seller intends to acquire property similar or related in service or use as to be eligible for nonrecognition of gain for California income tax purposes under IRC 1033;or(v)the Real Property sale will result in loss of California income tax purposes. Seller is subject to penalties for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding laws. FTB may grant reduced withholding and waivers from withholding on a case-by-case basis for corporations or other entities. For additional information regarding California withholding, contact the Franchise Tax Board at(toll free) 888-792- 4900),or by e-mail at urws@ftb.ca.gov or visit their website at www.ftb.ca.gov. Page 7 Order No.: 56007-57170065-SKT 5 E S Sai71 �._...S.A M $V M I-Y..!__C-A L-1 4/RrI,1 A 3 yr r.ICNo•4 YEr f I ':in, ,rr, .•..rr r, t PrP.,/ A<_I �� 351 12 j. r PILL A / i 6 l K:• tt N.34 A[To'µ �.. .' E S � n 4Y ,S t 1 ilSi le A.'.: AGA() _ I 161i0 Ac f # �:i0 Ae 1140 Ac �•�•CC/ f. - _ .. •lao.c)' ;IwoO Ace I SwYUnE aLYC)L 1000' I— > '• P Nth ,� li i mu 3- r 1 1011OPERINSULA Rf.G10N-'•L OPEN SPACE DISTRICT E -in" "o- mri t IN-M-21j • w \ IG91.A A AC.T07-1, 1. TP PcrioNAL OPEe ,, ILS S.Aret ` �1G SPACE nS7R[— 1 "•tt._S—. .�rKl�y ,_ \ 39 `'• I4r71 At W 25 ._.1 .. N Is r4• SAY MATEO c•,e 7G Of L.:s Fr ••r L,to nT. COUNTYcat 0 . msz a"s zuw J�Z\' Ne nw 1,1 r R ' trio IN)A..1 1 ..t.... ._ .. - ._. .e I �` '-T�NYI Wfl Y.H Pf.e�IINA fiCll ,J7 � • �� [:a[A ,, i se,cf.. oGT. 1 _ Yal ::rh Wsl 1 /� Ir Pj ' ` •El NPp_ L11.N1P_. C\.�M ' \• 0 ' '.'L .,, Wi■ ea 1>tat .+ N':-.i ...{ .I• Y� SFF nCTali. / _. - 1 t ... PAa MIYz /P• :1LE all )>.�e� .; ,Ilf TA3lc i �I 'Plal•1 1 64 '. _ VOy�Of Q�Te '' 'Y. '�1a~ y�' LN sw W (AIPROX/ I .•F i PI 1Yl > -RRN C. 6'/J JURYFI _r l A'r Y• • f .f•• E, wn SI/T/OM M1 1... IOT•',LOT] 5 10e AL'r �- M1 •II.. , . 'M K 110]K S.C'peP Of \� Ras L•52/Z6 � • ;�; E `•'Y, ,,Cf_� � .,.iY.eTIV P 7 IS,,R 3 VY (13' tG'`A�''w h�f s I Pa J`•3... -� \�. \ �' s. L--�...`S'[ \ SKTtrH b a j:' .. •P.Y.]39-N-1]sr I %'•DE TArI�e' \ 1 ui. ILL A.16731369 •Soo' Pbl �ta.rP..•M r.a Y.a-1pPf II.'.Zll:B� e- LA, "The Information on this plat Is provided for your convenience as a guide to the general location of the Subject property. The accuracy of this plat Is not guaranteed,nor Is It 2 part of any policy,report or guarantee to which it may be attached." ~ . . . . . . ' NATCO NOTES: DON'T QBAy YOUR CLOSE 0F ESCROW! /F ANY OF THE FOLLOWING ITEMS AFFECT YOUR TRANSACTION, PLEASE NOTIFY YOUR ESCROW OFFICER AS SOON AS POSSIBLE � (. Ongoing Construction The Title Company will require, 000 minimum, the following prior 8uinsuring: A. Valid Notice of Completion verified by inspection and expiration of 60 days from recordation of said notice or; B. Approved Indemnities from Borrower/Seller, approved financial statement not over one year old and a waiver of lien rights from the general contractor. C. The Title Company may also require proof of payment ofsubcontractors, indemnity and financial statement from the general contractor, a copy of the contract and the with-holding ofo sum of money, to cover the contract until the mechanics lien period has expired, with which to pay filed mechanics liens, or other | / assurances tobe determined ona case by case basis. U. Bankruptcy The Title Company will require, uoa minimum, the following prior huinsuring: A. The bankruptcy case be closed or, B. An order from the bankruptcy court verifying the transaction, with a demand placed into escrow by the � trustee. C. Escrow may not close until 15 days have elapsed from the order and the file has been checked(o verify that � there are nn objections\o said order. Ui Abstracts of Judgment, Liens, Tax Liens The Title Company will require, aoa minimum, the following prior hoinsuring: � � A Proof that the buyer/seller io not the same party eaon the recorded liens. B. This is accomplished by the buyer/seller/borrower completely filling out and signing a statement of C. The items are to paid off in escrow. D. The items are to be subordinated to the new transaction. IV. Community Property California is a community property state: A. A quitclaim from one spouse to another must specifically quitclaim any community property interest. B. An interlocutory decree of divorce specifically granting the property to one spouse is sufficient if a final decree is issued and recorded in the county. DID YOU KNOW? Any of the following situations could cause a substantial delay in close of escrow. The earlier we are made aware of potential problems, the earlier the issues can be dealt with to ensure a smooth and timely close of your transaction. Are your principals ' ~ to accomplish ~ , have they chosen an interm—__' and who is it? Will any of the principals be using a Power of Attorney? � Are any of the vested owners deceased or in incapacitated? Do all of the principals who will be signing have a current photo I.D. or Driver's License? Are the sellers of this transaction residents of California? Has there been a change in marital status of any of the vested owners or will we be adding anyone to title, i.e. co-signers, additional insured, etc.? � Is the property currently "ev"ev in u trust or will the new buyer/borrower vest ma vuuc Are ' of the trustees of the trust deceased or incapacitated? � Will this transaction involve a short le? Will there be a new entity formed, i.e. partnership, corporation? Will all of the principals be available to sign or will we be Federal Expressing documents to another state/country? If so, where? {f you have any other information which may be useful to us, pleaseofficer goal isUo make your transaction as easy andtrouble-free possible. We appreciatebusiness � North American Title Company your company of choice for all of your title and escrow � � . . . . . ' . NOTICE OF OPPORTUNITY TO EARN INTEREST DEPOSIT|wSTRVCTIONSMdJTHOR[ZATKOmS � � North American Title Company, Inc. ("North American") believes that it is in the best interest of our customers to provide to each depositing party notice of on opportunity to earn interest on all deposited funds through a special account at one of North American's depository banks. North American has received or will be receiving funds deposited by you or your lender m be used on your behalf with regard to a transaction involving real estate in the State of California. It is important that North American have the appropriate instructions/authorizations for the handling of these deposited funds. CAREFULLY:PLEASE READ THE FOLLOWING 1 You have the opportunity to earn interest on the fund5 you deposit with us through a special account arrangement North American has established with one of its depository banks. Th e current interest rate for these accounts will Mumuom periodically with market � conditions and may change prior tonr during the time your account isopen. wn such opportunity m earn interest nn the funds deposited by � a lender is available,except ao described below. z, K you elect m earn interest through this special account arrangement,North American will charge you ao additional fee of$45.o0 for the establishment and maintenance of the account. This fee compensates North American for the costs associated with opening the interest bearing account, preparing co,mopo"donce/dncumontauon, transferring funds, maintaining appropriate records for � audit/reconciliation purposes and filing of any required tax withholding statements. It/s important that you consider this cost/nyour � decision because the cost mav exceed the interest yo!,Learp. Example: A regular savings deposit of$1,000.00 at an average interest rate of 3,0%*per annum for a 30-day period: Deposit� » Rate ~ Annual « Days = Total Interest Earned $1.000.00 x .03 ~ 300 x 30 = %250 *Please note that this interest rate is only an example and North American does not guaranty the availability of any specific rate. � l If you elect to earn in,o"not but would like to have your funds invested in another bank and/or another type of interest-bearing account, please contact your North American office. The additional fee for these types of accounts will vary, but will be significantly � greater than$4am0, ' 4. account,you uv not need to sign o,return this form, but your funds will be xa|U in a North American general escrow trust account. A gmnaxo| escrow trust account is restricted and protected against claims by *hind parties or creditors of North American. North American will receive certain financial benefits from the depository institution as a result of maintaining the general eao'o*trust account. Some or all of these benefits may be considered interest due you under California Insurance Code B12413.5. You may segregate your funds in a separate interest-bearing account and receive the benefits � therefrom, but will be required to pay North American an adUihonol hoo for this nowi*e (as described in paragraphs 2 and 3 above). Alternatively, you may leave your funds in the-general escrow trust account and authorize North American to keep the benefits it receives from the depository bank. s, using North American's depository bank, you MUST sign and ogum to North American this form and u VV9 form that you can request from your North American representative. P|eoop be advised that you will be responsible for reporting all earnings oo the applicable taxing authorities. Also, North American cannot deposit the funds in the specified account until good funds have been received into North American's general escrow account and all the properly completed forms have been returned to North American. Unless and until North American receives all the required forms, North American � will not establish such account and all funds will remain on deposit in North American's general escrow auooun�� � | Unless you specify in writing that the interest-bearing account be established ate specific financial institution, North American will open the � interest-ueahng account with a federally or state chartered financial institution of its choosing. INTEREST:ELECTION TO EARN | xcnso, AUTHORIZE AND DIRECT NmmxAwEwo^w TO npEm AN INTER EST-8 EARING ^ocvo~, ^rNvm*xwsmo^w'aDspnmnon,BAN* AND TO ow^mms THE � ADDITIONAL FEE FOR THIS xspvICa � SIGNATURE: E: SIGNATURE: : O. Funds deposited by a lender are ordinarily deposited to escrow one »u two days prior to closing. You should be aware that your lender may begin charging interest on your loan from the date loan funds are deposited into North American's escrow trust account. Should the loan funds, if any, deposited by your lender remain on deposit in the escrow trust account for a period nf more than 5 business days from the date of deposit to and including the data of closing of the transaction, North American agnsno that it will credit you an interest equivalent based on the amount of loan funds deposited, the period of time prior to closing that those funds remained in the escrow tmox } account, and a per them rate calculated by using the per annum current market interest rate. . Private Policy Notice i (as of July 1, 2001\ We at the North /\rDehC8D Title f8Dli|V Of COmp@Di8S take your privacy w8n/ G8rioUSk/. We do not share your private information with anyone except as necessary to complete your real property, title insurance � and eSCnDvv transaction. � OUR PRIVACY POLICIES AND PRACTICES | 1- Information we collect and sources from which we collect it: We collect nonpublic � personal information about you from the following sources: |Df0rDDaUOO we receive from you on applications Or other forms. Information about your transactions with ua. our affiliates or others. |nfOrrn8b0n from non-affiliated third parties relating to your h@OSaCdOO. "Nonpublic pe[SOD3| inh]rnlahOD" is nonpublic information about you that we obtain in connection with providing @ product Orservice to you. � 2. What information we disclose and to whom vVe disclose it: We do not disclose any | nonpublic pe[S0Da| iDf0rrO8tiDO about you to either Our affiliates Or non-affiliates without your express oOOSent. except GS permitted or required by /@vv. We may disclose the nonpublic personal information we cV||eCt. as described abOve, to persons or cOOOponi8S that perform services on Our behalf regarding your transaction.' "Our affiliates" are companies with which we share CO0nrnOn ownership and which OM8[ r8@| pFOp8[ty, dU8 insurance, or SSCn]vV services. 3. Our security procedures: We restrict access to your nonpublic personal iOfOrrnotiOD and only a||Ovv diSC|OSur8S to persons and companies as permitted Or required by |@vv to assist in . providing prOdUCLS or services to you. We maintain physical, electronic, and procedural safeguards to protect your nonpublic personal information. 4. Your right to access your personal information: You have the right to review your personal � information that we record about you. If you wish to review that infnrrnation, please contact your |OC8| North ArOe[iC8O lFid8 office and give us 8 nsG8OD8b/e time to make that infDr0O@UOD available � to you. If you believe any inhJrrn8dOn is incorrect, notify Us, and if we @gne8, we will correct it. If we digmOree, we will advise you in vvhUng why we disagree. � 5. Customer acknowledgment: Your receipt of a copy of the preliminary report, mJrnrnitrnent. � your policy of insurance, Or eGcnJvv documents accompanied by this Notice will oVOSUtut8 your | acknowledgment Of receipt of this Privacy Notice. � � 'North American Title may also share your information with an insurance institution, credit reporting ' inQ agmncy, insurance regulatory authority' � law enforcement, other governmental au\hori\y, octuary, or other research organization for purposes of detecting or preventing fraud, � � crimes,o/misrepresentations in connection with an insurance or real estate transaction, resolving claims or service disputes, investigating � suspected illegal or unlawful activities,or for conducting actuarial or research studies. |� EXHIBIT A(Rev.02-04-02) 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;(ii)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 he 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; (c) resulting in no loss or damage to the insured claimant: (d) attaching or created subsequent to Date of Policy,or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or 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 law, 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,interest 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. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE(6/2/98)/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE(10/17/98)EXCLUSIONS In addition to the Exceptions in Schedule B,You are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes ordinances, laws and regulations concerning: (a)building (c)land use (e)land division (b)zoning (d)Improvements on land (0 environmental protection This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement appears in the Public Records at the Policy Date. This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17 or 24, 1. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date, 2. The right to take the Land by condemning it,unless: (a) a notice of exercising the right appears in the Public Records at the Policy Date;or (b) the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing of the taking, 3. Risks: (a) that are created,allowed,or agreed to by You,whether or not they appear in the Public Records; (b) that are Known to You at the Policy Date,but not to Us,unless they appear in the Public Records at the Policy Date; (c) that result in no loss to You;or 4. That first occur after the Policy Date-this does not limit the coverage described in Covered Risk 7,8A,22,23,24 or 25.Failure to pay value for Your Title. 5. Lack of a right: (a) to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A;and (b) in streets,alleys,or waterways that touch the Land 6, Water rights,or claims to water,or title on,in,or under the land,whether or not the matters are disclosed by public records, This Exclusion does not limit the coverage described in Covered Risk 11 or 18. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY(6/11/87)EXCLUSIONS In addition to the Exceptions in Schedule B,you are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Governmental police power,and the existence or violation of any law or government regulation.This includes building and zoning ordinances and also laws and regulations concerning: land use land division improvements on the land environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 1. The right to take the land by condemning it,unless: (a) a notice of exercising the right appears in the public records on the Policy Date (b) the taking happened prior the Policy Date and is binding on you if you bought the land without knowing of the taking 2. Title risks: (a) a notice of exercising the right appears in the public records on the Policy Date (b) that are created,allowed,or agreed to by you (c) that are known to you,but not to us,on the Policy Date-unless they appeared in the public records (d) that result in no loss to you (a) that first affect your title after the Policy Date-this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 3. Failure to pay value for your title. 4. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A,or (b) in streets,alleys,or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY(10117/92)WITH ALTA ENDORSEMENT FORM 1 COVERAGE -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 and zoning laws, ordinances, or regulations) restricting, regulating,prohibiting or relating to(i)the occupancy, use, or enjoyment of the land.(ii)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 a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to the Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims,or other matters: (a) created,suffered,assumed or agreed to by the insured claimant; (b) not known to the company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy(except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services,labor or material or the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy);or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage, 4. Unenforceability of the lien of the mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable"doing business"laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage,or claim thereof,which arises out of the transaction evidenced by the insured mortg age and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services, labor or materials(or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage)arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer,or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination;or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer:or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions, EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies 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 or by making inquiry of persons in possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies,conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 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. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY(10/17192)-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 and zoning laws, ordinances, or regulations), restricting, regulating,prohibiting or relating to(i)the occupancy,use or enjoyment of the land,(ii)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 a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding fromcoverage any taking which has occurred prior the Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date of the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or creating 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 estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights law that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer,or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument or transfer,or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage Policy will also include the following General Instructions: EXCLUSIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'tees 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 or by making inquiry of persons in possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies,conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 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. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY(10/13/01)-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 An law, ordinance or governmental regulation (including but not limited ted to budding and zoning laws, ordinances, or regulations), restricting, � regulating,prohibiting or relating to(i)the occupancy,use or enjoyment of the land,(ii)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 areas 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. This exclusion does not limit the coverage provided under Covered Risks 12, 13, 14 and 16 of this policy. (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 12, 13, 14 and 16 of this 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 the Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date of the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or creating subsequent to date of policy(this paragraph does not limit the coverage provided under Covered Risks 8, 16, 18, 19,20,21, 22,23,24,25 and 26),or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value 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 applicable doing business laws of the state in which the land is situated. 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,except as provided in Covered Risk 27,or any consumer credit protection or truth in lending law. 6. Real property taxes or assessments of any governmental authority which become a lien on the land subsequent to Date of Policy,This exclusion does not limit the coverage provided under Covered Risks 7,8(e)and 26. 7. Any claim of invalidity,unenforceability or lack of priority of the lien of the Insured Mortgage as to advances or modifications made after the insured has knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This exclusion does not limit the coverage provided in Covered Risk 8. 8. Lack of Priority of the lien of the Insured Mortgage as to each and every advance made after Date of Policy,and all interest charged thereon,over liens, encumbrances and other matters affecting the title,the existence of which are known to the insured at: (a) The time of the advance;or (b) The time a modification is made to the terms of the Insured Mortgage which changes the rate of interest charged,if the rate of interest is greater as a result of the modification than it would have been before the modification. This exclusion does not limit the coverage provided in Covered Risk 8. 9. The failure of the residential structure,or any portion thereof to have been constructed before,on or after Date of Policy in accordance with applicable building codes. This exclusion does not apply to violations of building codes if notice of the violation appears in the public records at Date of Policy