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Document Date: 4/23/2008
Document Type: Resolution
Preserve Name:
Keywords (no more than 4): Hicks Creek Purchase
Project Name:
Project Number:
Vendor or Other Party:
Name (First):
Name(Last):
Address:
APN Number:
Document No. 08-24
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Additional Field:
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RESOLUTION NO. 08- 24
RESOLUTION OF THE BOARD OF DIRECTORS OF THE 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 (SIERRA AZUL OPEN SPACE PRESERVE—LANDS OF HICKS
CREEK PARTNERS, LLC.)
The Board of Directors of the Midpeninsula Regional Open Space District does resolve as follows:
Section One. The Board of Directors of the Midpeninsula Regional Open Space District does hereby
accept the offer contained in that certain Purchase and Sale Agreement between Hicks Creek Partners,
LLC, a California Limited Liability Corporation 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.
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 $30,000 to cover the
cost of title insurance, escrow fees,road and site preparation and 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$2,500,000 from the proceeds of the next long-term District note
issue. This Section of this Resolution is adopted by the Board of Directors of the 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 acquisition project that 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 acquisition project expenditure.
RESOLUTION NO. 08- 24
PASSED AND ADOPTED b the Board of Directors of the Midpeninsula Regional Open Space
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District on April 23, 2008 at a Regular Meeting thereof, by the following vote:
AYES: ,led Cyr, Mary Davey, Larry Hassett, Curt Riffle, Pete Siemens
NOES: Ken Nitz, Nonette Hanko
ABSTAIN: None
ABSENT: None
ATTEST: APPROVED:
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Secretary ret
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 co 0 f a resolution duly adopted b the Board of Directors of
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the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly
held and called on the above day.
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District C
PURCHASE AND SALE AGREEMENT
Sale Agreement (Agreement)
went is made and en
tered b and
This Purchase and S Y
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between HICKS CREEK PARTNERS, LLC (Seller) and the MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT a Public District formed pursuant to Article 3 of Chapter 3 of
Division 5 of the California Public Resources Code (District).
RECITALS
WHEREAS, Seller is the owner of certain real property which has open space and
recreational value, located within an unincorporated area of the County of Santa Clara, 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 Y b purchase, exchange, gift, or bargain purchase for public park, recreation, scenic
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and open space purposes; and
WHEREAS District desires to purchase
said property Yfor open ace
preservation and
a art of the ecological, recreational and aesthetic resources of the mid peninsula area; and
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WHEREAS, Seller wishes to sell and convey the entirety of said property to District, and
District wishes to purchase said roe upon the terms and conditions set forth herein.
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AGREEMENT
NOW THEREFORE in consideration of the foregoing recitals and the mutual promises
and covenants herein contained, the parties hereto agree as follows:
1. Purchase and Sale. Seller agrees to sell to District and District agrees to purchase
from Seller, Seller's real property located within an unincorporated area of the County of
Santa Clara State of California containing approximately Ninety and twenty eight hundredths
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commonly refer
red to as Santa Clara County Assessor
's Parcel
.28 acres more or less and co tY
90 , Y
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Number 575-08-001. Said property is further described in the Legal Description attached to
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Preliminary Report Number 56007-724787-07 from North American Title Company. A copy of
said Preliminary Report is attached 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 to the aforesaid lands, and any and all
improvements attached or affixed thereto. All of said real property and appurtenances shall
hereinafter be called the "Subject Property" or the "Property".
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2. Purchase Price. The total purchase price (Purchase Price) for the Property shall be
Two Million Five Hundred Thousand Dollars ($2,500,000.00), which shall be paid in cash at the
"Closing" as defined in Section 3 hereof,
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Purchase and Sale Agreement
3. Disclaimer Of Representations And Warranties By Seller. Except for Seller's express
representations, warranties, and covenants set forth in this Agreement and any other documents
executed by Seller in connection with this Agreement, it is understood and agreed that neither
Seller nor any of its agents, employees or contractors has made and is not now making, and District
has not relied upon and will not rely upon(directly or indirectly), any warranties or representations
of any kind or character, express or implied,oral or written,past,present or future, with respect to
the Property, including warranties or representations as to(a)matters of title, (b)environmental
matters relating to the Property or any portion thereof, (c) geological conditions, including
subsidence, subsurface conditions,water table, underground water reservoirs, limitations regarding
the withdrawal of water and earthquake faults and the resulting damage of past and/or future
earthquakes, (d)whether, and to the extent to which,the Property or any portion thereof is affected
by any stream(surface or underground),body of water, flood prone area, flood plain, floodway or
special flood hazard, (e)drainage, (0 soil conditions, including the existence of instability, past soil
repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of
any undershoring, (g)zoning to which the Property or any portion thereof may be subject,(h)the
availability of any utilities to the Property or any portion thereof including water, sewage, gas and
electric, (i)usages of adjoining property, 0) access to the Property or any portion thereof,(k)the
value,compliance with the plans and specifications, size, location,age, use,design, quality,
descriptions, suitability, seismic or other structural integrity, operation, title to, or physical or
financial condition of the improvements or any other portion of the Property, (1) any income,
expenses,charges, liens, encumbrances,rights or claims on or affecting or pertaining to the
Property or any part thereof, , (m)the condition or use of the Property or compliance of the Property
with any or all past,present or future federal, state or local ordinances, rules,regulations or laws,
building, fire or zoning ordinances, codes or other similar laws, ((n) any other matter affecting the
stability or integrity of the Property, (o)the potential for further development of the Property,
(p)the existence of vested land use,zoning or building entitlements affecting the Property, (q)the
merchantability of the Property or fitness of the Property for any particular purpose. (District
affirms that District has not relied on the skill or judgment of Seller or any of its agents, employees
or contractors to select or furnish the Property for any particular purpose, and that Seller makes no
warranty that the Property is fit for any particular purpose) or(r) tax consequences(including the
amount,use or provisions relating to any tax credits). District further acknowledges that the
information contained in any documents of any type prepared by a third party which District has
received or may receive from Seller or any of its agents, employees or contractors, including any
environmental reports and surveys, is famished on the express condition that District shall not rely
thereon,but shall make an independent verification of the accuracy of such information, all such
information being furnished without any representation or warranty whatsoever.
4. Sale"AS IS". District represents and warrants that District is a knowledgeable,
experienced and sophisticated buyer of real estate and that, except as otherwise expressly set forth
in this Agreement, in addition to Seller's representations and warranties herein, District has relied
and shall rely on(a)District's own expertise and that of District's consultants in purchasing the
Property, and(b) District's own knowledge of the Property based on District's investigations and
inspections of the Property. District will conduct such inspections and investigations of the -
Property as District deems necessary, including the physical and environmental conditions thereof,
Purchase and Sale Agreement 4
and shall rely upon same. Upon Close of Escrow, District shall assume the risk that adverse
matters, including adverse physical and environmental conditions,may not have been revealed by
District's inspections and investigations. District acknowledges and agrees that, subject to the
representations and warranties contained herein,upon Close of Escrow, Seller shall sell and convey
to District and District shall accept the Property"AS IS, WHERE IS,"with all faults and defects
(latent and apparent). District further acknowledges and agrees that there are no oral agreements,
warranties or representations with respect to the Property made by Seller,or by any agent,employee
or contractor of Seller. The terms and conditions of this Section 4 shall expressly survive the Close
of Escrow, shall not merge with the provisions of the Grant Deed or any other closing documents
and shall be deemed to be incorporated by reference into the Grant Deed. District acknowledges
that the Purchase Price reflects the "as is"nature of this sale and any faults, liabilities,defects or
other adverse matters that may be associated with the Property. District has fully reviewed the
disclaimers and waivers set forth in this Agreement with District's counsel and understands the
significance and effect thereof.
5. District Acknowledgments. District acknowledges and agrees that (a)to the extent
required to be operative,the disclaimers of warranties contained in Sections 3 and 4 are
"conspicuous"disclaimers for purposes of all applicable laws and other legal requirements, and
(b)the disclaimers and other Agreements set forth in such sections are an integral part of this
Agreement, that the Purchase Price has been adjusted to reflect the same and that Seller would not
have agreed to sell the Property to District for the Purchase Price without the disclaimers and other
agreements set forth in Sections 3 and 4 above.
6. Escrow. Promptly upon execution of this Agreement, in accordance with Section 14
herein, an escrow shall be opened at North American Title Company, 497 N. Santa Cruz Avenue,
Los Gatos, CA, (408) 399-4100 (Escrow number 56007-724787-07) or other title company
acceptable to District and Seller(hereinafter "Escrow Holder") through which the purchase and
sale of the Property shall be consummated. A fully executed copy of this Agreement shall be
deposited with Escrow Holder to serve as escrow instructions to Escrow Holder; provided that
the parties shall execute such additional supplementary or customary escrow instructions as
Escrow Holder may reasonably require. This Agreement may be amended or supplemented by
explicit additional escrow instructions signed by the parties, but the printed portion of such
escrow instructions shall not supersede any inconsistent provisions contained herein. Escrow
Holder is hereby appointed and instructed to deliver, pursuant to the terms of this Agreement,the
documents and monies to be deposited into the escrow as herein provided, with the following
terms and conditions to apply to said escrow:
A. The date provided for in the escrow for the close thereof shall occur on or before
the latter of the following dates: May 30, 2008; provided however, that the parties may, by
written agreement, extend the time for Closing. "Closing" as used herein shall be deemed to be
the date when Escrow Holder causes the Grant Deed (as defined below)to be recorded in the
Office of the County Recorder of Santa Clara County.
Purchase and Sale Agreement
B. Seller and District shall, during the escrow period, execute any and all documents
and perform any and all acts reasonably necessary or appropriate to consummate the purchase
and sale pursuant to the terms of this Agreement.
C. Seller shall deposit into the escrow on or before the Closing, an executed and
recordable Grant Deed, covering the Property as described in said Exhibit A.
D. District shall deposit into the escrow, on or before the Closing:
(i) The required Certificate of Acceptance for the Grant Deed, duly executed by
District and to be dated as of the Closing;
(ii) District's check payable to Escrow Holder in the amount of Two Million
Four Hundred Ninety Thousand and No/I 00 Dollars ($2,490,000.00), which is the balance of the
Purchase Price of Two Million Five Hundred Thousand and No/100 Dollars as specified in
Section 2. The balance of$10,000-00 is paid into escrow in accordance with Section 14 of this
Agreement.
E. Seller and District shall share(50150) 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 Seller in the manner customary in Santa Clara County. All current property taxes on
the Property shall be pro-rated through escrow between District and Seller as of the Closing
based upon the latest available tax information using the customary escrow procedures.
F. Seller shall cause North American Title Company, or other title company
acceptable to District and Seller, 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
$2,500,000.00 for the Property showing title to the Property vested in fee simple in District,
subject only to: (i) current real property taxes, (ii)title exceptions 5, 6, 8 and 9 as listed in
preliminary report 56007-724787-07 dated February 8, 2008 (Exhibit A), and(iii) such
additional title exceptions as may be approved in writing by District prior to the Closing as
determined by District in its sole 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 Santa Clara 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 Seller Escrow Holder's check for the full purchase price of the Subject Property (less
Seller's portion of the expenses described in Section 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
District notifies Escrow Holder that District's Closing Condition set out in Section 10 herein has
not been fulfilled to District's satisfaction, Escrow Holder shall deduct $25,000.00 from the
Purchase Price for delivery to District at Closing as set out in Section 10. In the event the escrow
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Purchase and Sale Agreement
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.
7. 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 legal and equitable rights, remedies, and defenses which it may have against
any other parry by reason of a wrongful termination or failure or refusal to close escrow.
8. Seller's Representations and Warranties. For the purpose of consummating the sale
and purchase of the Property in accordance herewith, Seller makes the following representations
and warranties to District, all of which shall survive close of escrow, and each of which is
material and is being relied upon by District.
A. Authority. Seiler owns the Property and has the full right, power and authority to
enter into this Agreement and to perform the transactions contemplated hereunder.
B. Seller's Representations and Warranties Regarding,Leases or Occupancy of
Premises. Seller represents that Seller has leased the Main House (Unit B) on the Property as
identified on Exhibit B to residential tenants under an oral month-to-month rental agreement,
which will be terminated. In addition, Seller has leased the residential structure identified as
Unit E on Exhibit B to Anthony Carillo under an oral month to month rental agreement, which
will be terminated and vacated on or before the close of escrow. With the exception of the rental
agreements identified in this Section, there are no other written or oral leases, subleases, licenses,
occupancies, or tenancies in effect pertaining to the Property. Seller further warrants and agrees
to hold District free and harmless and to reimburse District for any and all costs, liability, loss,
damage or expense, including costs for legal services, occasioned by reason of any lease, license,
or rental agreement of the Property being acquired by District, including, but not limited to,
claims for relocation benefits and/or payments of any kind pursuant to California Government
Code Section 7260 et seq, or other applicable law, made by any tenant, licensee, or occupant of
the Subject Property. Seller understands and agrees that the provisions of this Section shall
survive the close of escrow and recordation of any Grant Deed(s).
C. Good Title. Seller has and at the Closing date shall have good, marketable and
indefeasible fee simple title to the Subject Property and the interests therein to be conveyed to
District hereunder, free and clear of all liens and encumbrances of any type whatsoever, except as
provided in Preliminary Report Number 56007-724787-07 dated February 8, 2008, 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 party except for the exceptions permitted under the express terms
hereof, and Seller shall forever indemnify and defend District from and against any claims made
by any third party which are based upon any inaccuracy in the foregoing representations.
Purchase and Sale Agreement R
9. Integrityof Property. Except as otherwise provided herein or by express written
permission granted by District, Seller shall not, between the time of Seller's execution hereof and
the close of escrow, cause or allow any physical changes on the Property except the removal of
the vehicles and equipment as set out in Sections 10. Such changes shall include but not be
limited to grading, excavating or other earthmoving activities, cutting or removing trees, shrubs,
brush or other vegetation, and damaging or demolition of improvements or structures on the
Property.
10. District's Closing Condition Regarding_Removal of Personal Property. District and ��
Seller understand and agree that the District's obligation to complete the transaction set out in
this Agreement to purchase the Subject Property from Seller is conditioned upon the Seller's
responsibility and obligation to remove the vehicles and equipment listed on Exhibit C as
"Personal Property to be Removed Prior to Close of Escrow" (hereafter"Personal Property" from
the Subject Property as a condition precedent to the purchase and sale of the Subject Property.
Seller shall fulfill this obligation on or before the close of escrow. In the event Seller does not
fulfill this obligation to District's satisfaction, Seller and District agree that District is authorized,
at its sole discretion,to instruct Escrow Holder to withhold the sum of Twenty five Thousand
Dollars ($25,000.00) from the Purchase Price and to instruct Escrow Holder to deliver these
funds to District at Closing to be used by District to complete the removal of said Personal
and cle
an u of the Subject Property. District shall have the same completed and
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deduct such expenses from the $25,000.00 so delivered to District. The remaining balance, if
any, shall be released by District to Seller.
11. Hazardous Waste.
A. Definitions. The term "Hazardous Waste," as used herein, means any substance,
other thin regulated b or pursuant to an federal, state or local environmental law
material or o Y mat g g Y p
by reason of its potential for harm to human health or the environment because of its
flammability,toxicity,reactivity, corrosiveness or carcinogenicity. The term "Hazardous Waste
also includes without limitation, polychlorinated biphenyls, benzene, asbestos,petroleum,
petroleum by-products, gas, gas liquids and lead.
The term "Environmental Law" as used herein includes, without limitation,the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
Se
ction 9601 et seq.) and the Resource Conservation and Recovery Act(42 U.S.C. Section 6901
et seq.)
B. Representations and Warranties. For the purpose of consummating the sale and
District,
Seller ma
kes the following representations and warranties to D ,
purchase of the Property, S g p
w each of which is material and is being relied upon by
all survi
ve close
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which shall ,
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District:
(i) To Seller's knowledge the Property does not contain and has not
previously contained any Hazardous Waste or underground storage tanks, and no Hazardous
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Purchase and Sale Agreement
Waste has been or is being used, manufactured, handled, generated, stored, treated, discharged,
present, buried or disposed of on, under or about the Property, or transported to or from the
Property, nor has Seller undertaken, permitted, authorized or suffered any of the foregoing;
(ii) Seller has not received any notice and Seller has no 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 a presence, release, threat of release, placement on, under
or about the Property, or the use, manufacture, handling, generation, storage, treatment,
discharge, burial or disposal on, under or about the Property, or the transportation to or from the
Property, of any Hazardous Waste, nor has 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, damages, and costs incurred or suffered by District,
including without limitation, attorney, engineering and other professional or expert fees,to the
extent arising from any breach of the warranties or representations contained herein.
12. Waiver of Relocation Benefits and Statutory Compensation. Seller and District
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 of 1970 (Public Law 91-646),the
Uniform Relocation Act Amendments of 1987 (Public Law 100-17, Title IV of the Surface
Transportation and Uniform Relocation Assistance Act of 1987 (101 Statutes, 246-256) (42
U.S.C. '4601 et seq.), and the California Relocation Assistance Act, Government Code Section
7260 et seq. Seller hereby waives any and all existing and/or future claims or rights Seller may
have to any relocation assistance, benefits, procedures, or policies as provided in said laws or
regulations adopted there under and to any other compensation, except as provided in this
Agreement. Seller has been advised as to the extent and availability of such benefits, procedures,
notice periods, and assistance, and freely and knowingly waives such claims, rights and notice
periods except as set forth in this Agreement, including the fair market value of said Property, as
provided for by said Federal Law and any similar California Law.
13. Miscellaneous Provisions.
A. Access for Investigations. From the date Seller delivers an executed copy of this
Purchase Agreement to District and until the Closing, District and District's agents, lender,
contractors, engineers, consultants, employees, subcontractors and other representatives (the
�� le advance written notice to Seller,enter
"District Parties may, upon the even o f reasonable ,
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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 Seller's prior written
consent, which shall not be unreasonably withheld or delayed and further provided that District
shall
each proposed en b District. District
shall eve Seller at least 24 hours prior notice of ea p p try y
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against an and all claims
indemnify, protect, defend and hold Seller free and harmless from and y ,
t limitation
'n without costs expenses include ,
actions, causes of action, suits,proceedings, p ( g,
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Purchase and Sale Agreement
reasonable attorneys' fees and costs), liabilities, damages, and liens caused by the activities of
District Parties while upon the Property prior to the Closing; provided, however, the foregoing
indemnity shall not cover or include any claims, damages or liens resulting from District's
discovery of any Hazardous Waste or other pre-existing adverse conditions pursuant to its
inspections, testing or evaluation. District's inspections shall be at District's sole expense.
District shall repair any damage to the Property that may be caused by the District Parties while
on the Property performing its inspections.
B. Choice of Law. The internal laws of the State of California, regardless of any
choice of law principles, shall govern the validity of this Agreement,the construction of its terms
and the interpretation of the rights and duties of the parties.
C. Attorneys' Fees. If either party hereto incurs any expense, including reasonable
attorneys' fees, in connection with any action, proceeding or arbitration instituted by reason of
any default or alleged default of the other party hereunder, the party prevailing in such action or
proceeding shall be entitled to recover from the other party reasonable expenses and attorneys'
fees in the amount determined by the Court, or arbitrator, in the case of arbitration, whether or
not such action, proceeding or arbitration goes to final judgment. In the event of a settlement or
final judgment in which neither party is awarded all of the relief prayed for, the prevailing party
as determined by the Court, or arbitrator in the case of arbitration, shall be entitled to recover
from 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 respect. Any party hereto may in writing: (i) extend the time for
the performance of any of the obligations of the other party; (ii) waive any inaccuracies in
representations and warranties made by the other party contained in this Agreement or in any
documents delivered pursuant hereto; (iii) waive compliance by the other with any party of the
covenants contained in this Agreement or the performance of any obligations of the other party;
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or(iv) waive the fulfillment of any condition that is precedent to the performance by such party
of any of its obligations under this Agreement. The General Manager is authorized to agree to an
extension of the time for the performance of any obligations on the 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 of any
documents which may allow Seiler to accomplish a tax deferred exchange of real property as
permitted by IRS Code Section 1031 and California law; District agrees to cooperate, at no cost
to District, in such exchange, provided, however that the District shall not take title to any third
party property other than the Subject Property. Any agreement on 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 remedies of the
parties shall be considered to be cumulative with and in addition to any other rights,powers and
v at law or m equity in the event o f the breach of an of the
may have Y
remedies which the parties q ty
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terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall
thereof nor the waiver of any g other right,neither constitute the exclusive election the , power or
remedy available to such party.
Purchase and Sale Agreement
F. Notices. Whenever any party hereto desires or is required to give any notice,
demand, or request with respect to this Agreement(or any Exhibit hereto), each such
communication shall be in writing and shall be deemed to have been validly served, given or
delivered at the time stated below if deposited in the United States mail, registered or certified
and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or
other private messenger, courier or other delivery service or sent by facsimile transmission by
telex,telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as
follows:
Seller: Carol & Barry Waitte
Hicks Creek Partners, LLC
19 Glenridge Avenue
Los Gatos, CA 95030
Telephone: (408) 205-8668
FAX: (408) 399-9168
Legal Counsel: Daniel L. Casas, Esq.
CRS, The Legalteam
1 First Street
Los Altos, CA 94022
Telephone: (650) 948-7200
FAX: (650) 948-7220
dcasas@legalteam.com
District: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Attn: General Manager
Telephone: (650) 691-1200
FAX: (650) 691-0485
If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or
cabled notice shall promptly be sent by mail (in the manner provided above)to the addressee.
Service of any such communication made only by mail shall be deemed complete on the date of
actual delivery as indicated by the addressee's registry or certification receipt or at the expiration
of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party
hereto may Y
from time to time, b 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 the other when prompt notification is appropriate, but any oral
notice given shall not satisfy the requirement of written notice as provided in this Section.
G. S tv everabili Y P void or If an of the provisions of this Agreement are held to be o
unenforceable by or as a result of a determination of any court of competent jurisdiction,the
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Purchase and Sale Agreement
decision of which is binding upon the parties, the parties agree that such determination shall not
result in the nullity or unenforceability of the remaining portions of this Agreement. The parties
further agree to replace such void or unenforceable provisions which will achieve, to the extent
possible,the economic,business and other purposes of the void or unenforceable provisions.
H. Counterparts. This Agreement may be executed in separate counterparts, each of
which shall be deemed as an original, and when executed, separately or together, shall constitute
a single original instrument, effective in the same manner as if the parties had executed one and
the same instrument.
1. Waiver. No waiver of any term,provision or condition of this Agreement, whether
by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as,
a further or continuing waiver of any such term,provision or condition or as a waiver of any
other term, provision or condition of this Agreement.
J. Entire Agreement. This Agreement and Its Exhibits is intended by the parties to be
the final expression of their agreement; it embodies the entire agreement and understanding
between the parties hereto; it constitutes a complete and exclusive statement of the terms and
conditions thereof, and it supersedes any and all prior correspondence, conversations,
negotiations, agreements or understandings relating to the same subject matter.
K. Time of Essence. Time is of the essence of each provision of this Agreement in
which time is an element.
L. Survival of Covenants, Representations and Warranties. All covenants of District
or Seller which are expressly intended hereunder to be performed in whole or in part after the
Closing, and all representations and warranties by either party to the other, shall survive the
Closing and be binding upon and inure to the benefit of the respective parties hereto and their
respective heirs, successors and permitted assigns.
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
the prior written approval of the other party.
N. Further Documents and Acts. Each of the parties hereto agrees to execute and
deliver such further documents and perform such other acts as may be reasonably necessary or
appropriate to consummate and carry into effect the transactions described and contemplated
under this Agreement.
O. Binding on Successors and Assigns. This Agreement and all of its terms,
conditions and covenants are intended to be fully effective and binding, to the extent permitted
by law, on the successors and permitted assigns of the parties hereto.
P. Broker's Commission. District shall not be responsible for any real estate
commission or other related costs or fees in this transaction. Seller agrees to and does hereby
Purchase and Sale Agreement
indemnify and hold District harmless from and against any and all costs, liabilities, losses,
damages, claims, causes of action or proceedings which may result from any broker, agent or
finder, licensed or otherwise, claiming through, under or by reason of the conduct of Seller in
connection with this transaction.
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 or, if JAMS ceases to exist, its successor, or
if none, a similar arbitration service. If arbitration is required to resolve a dispute, it shall in all
cases be final and binding.
NOTICE: BY INITIALING IN THE SPACE BELOW,YOU ARE AGREEING TO HAVE
ANY DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE
"ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL
ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP
ANY RIGH
TS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COU
RT OR
JURY TRIAL. BY IN
ITIALING IN THE SPACE BELOW YOU ARE
T
GIVING UP YOUR JUDICIAL RIGHTS O 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 jK
_
Purchase and Sale Agreement
14. Acceptance. Provided that this Agreement is executed by Seller and delivered to
District on or before April 11, 2008, District shall have until midnight April 23, 2008 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 Ten Thousand Dollars and No/100 ($10,000.00), which shall be applied to
the Purchase Price as set forth in Section 2 hereof.
Provided that this Agreement is accepted by District, this transaction shall close as soon as
practicable in accordance with the terms and conditions set forth herein.
Purchase and Sale Agreement J
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers to be effective as of the date of final execution by District in
accordance with the terms hereof.
DISTRICT: SELLER:
MIDPENINSULA REGIONAL OPEN 0 _(�� � ��� n
SPACE DISTRICT Carol Waitte
1C b$
APPMVED D ACCEPTED: � f
Date
esident, Board of Directors
Z 3> AeQ c L 2-'d `6
i
I Date
ATTEST: darry Waitte
District Cler i
Date:
ACCEPTED FOR RECOMMENDATION
Michael C. Williams, Real Property Manager
APPROVED AS TO FORM:
/fWtt-t"-�kuA:!�A k-1
Susan M. Schectman, General Counsel
RECOMMENDED FOR APPROVAL:
eve bbors, General Manager
II
i _
I
EXHIBIT A
AVERY- RECYCLED PAPER MADE FROM 20%POST CONSUMER CONTENT
uj
I
I
• .EXHIBIT A
Update No. 1
ISENORTH 497 N. Santa Cruz Avenue
AM ER I CAN Los Gatos, 39 -4100
TITLE (408)354-32010
COMPANY
Like Clockwork a'
Michael C. Williams
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022-1404
DIRECT ALL INQUIRIES TO:
Escrow Officer: Susan Trovato
Phone: (408)399-4100
Fax No.: (408)354-3212
E-Mail: strovato@nat.com
E-Mail Loan Documents to: nocal.losgatos@natdocs.com
Property: 18711 Reynolds Road
Los Gatos, CA 95032
Buyer: Midpeninsula Regional Open Space
District
Owner: Hicks Creek Parts, LLC
PRELIMINARY REPORT
IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE,
North American Title Insurance Company
Hereby reports that it is prepared to issue,or cause to be issued,as of the date hereof,a Policy or Policies of Title Insurance describing the
land and the estate or interest therein hereinafter set forth,insuring against loss which may be sustained by reason of any defect,lien or
encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules,Conditions
and Stipulations of said Policy forms.
The printed Exceptions and Exclusions from the coverage and limitations on covered risks of said Policy or Policies are set forth in Exhibit A
attached.The Policy to be issued may contain an Arbitration Clause. When the amount if insurance is less than that set forth in the
Arbitration Clause,all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of
the Parties. Limitations on covered risks applicable to the CLTA and ALTA Homeowner's Policies 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 repot.
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.
ThFs 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 8, 2008 at 7:30 A.M. Pam Thompson, Tide Officer
Page 1
Order No.: 56007-724787-07
The form of Policy of title insurance contemplated by this report is:
1992 -ALTA Extended Coverage Loan Policy
CLTA Standard Coverage Owners Policy
A specific request should be made if another form or additional coverage is desired.
Title to said estate or interest at the date hereof is vested in:
Hicks Creek Partners, LLC
The estate or interest in the land hereinafter described or referred to covered by this Report is:
A fee.
The Land referred to herein is described as follows:
(See attached Legal Description)
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said
policy form would be as follows:
1. General and special taxes and assessments for the fiscal year 2008-2009, a lien not yet due or
payable.
2. General and special taxes and assessments for the fiscal year 2007-2008.
First Installment: $13,646.35, PAID
Penalty: $0.00
Second Installment: $13,646.35, PAYABLE
Penalty: $0.00
Tax Rate Area: 80060
A. P. No.: 575-08-001-00
3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with
Section 75 of the California Revenue and Taxation Code.
4. Assessment liens, if applicable, collected with the general and special taxes, including but not
limited to those disclosed by the reflection of the following of the tax roll:
Community Facilities District COUNTY LIBRARY.
5. A public easement for navigation and the incidents of navigation such as boating, fishing,
swimming, hunting and other recreational uses in and under the Hicks Creek and including a
public right of access to the water.
6. Rights of the public in and to that portion of the land lying within Reynolds Road.
7. An easement for Water pipeline and incidental purposes in the document recorded May 5,
1903 in Book 268 of Deeds, Page 9.
Page 2
Order No.: 56007-724787-07
~ .
. .
B. ' AdocUh1ententiMet, Notice uf Building Code Violaton" recorded._/ 15, 1993as Document No.
148949Q3of Official Records. '
9. Adocumant entitled "Notice of Code Violation" recorded July 15, 1999 as Document No.
I48Q4984of Official Records.
10. Prior to the issuance of any policy of title insurance, the Company will require item(s) below be
met:
With respect to Hicks Creek Partners, LLC, a limited liability company:
a. A copy of its operating agreement and any amendments thereto;
b. If it is a California limited liability company, that a certified copy of its articles of organization
(LLC'1)and any certificate of correction (LLC-11), certificate of amendment(LLC-2), or
restatement of articles of organization (LLC-10) be recorded in the public records;
c. If it is a foreign limited liability company, that a certified copy of its application for registration
(LLC-5) berecorded in the public records;
d. With respect to any deed, deed of trust, lease, subordination agreement or other document or
� instrument executed by such limited liability company and presented for recordation by the
Company or upon which the Company is asked bo rely, that such document or instrument be
executed in accordance with one of the following, asappropriate:
� (i) If the limited liability company properly operates through officers appointed or elected
pursuant to the terms of a written operating agreement, such document must be executed by at
least two duly elected or appointed officers, as follows: the chairman of the board, the president
� or any vice president, and any secretary, assistant secretary, the chief financial officer orany
� assistant treasurer;
(ii) If the limited liability company properly operates through a manager or managers identified |n
the articles of organization and/or duly elected pursuant to the terms of written operating
agreement, such document must be executed by at least two such managers or by one manager
if the limited liability company properly operates with the existence of only one manager.
� e. Other requirements which the Company may impose following its review of the material
� required herein and other information which the Company may require
�
�
�
�
�
Page
Order No.: 56007-724787-07
LEGAL DESCRIPTION
Real property in the unincorporated area of the County of Santa Clara, State of California,
described as follows:
PARCEL 1:
BEGINNING AT AN OAK TREE MARKED S. NO. 1 ON THE BANK OF A CREEK, AND AT THE
SOUTHWESTERLY CORNER OF THAT CERTAIN 135.23 ACRE TRACT OF LAND CONVEYED BY
THE CITY OF SAN JOSE TO NATHANIEL SKUSE BY DEED DATED NOVEMBER 16, 1867 AND
RECORDED APRIL 24, 1875 IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA, IN LIBER 10 OF DEEDS,AT PAGE 554, SAID OAK TREE
MARKED S. NO. 1 BEING ALSO ONE OF THE CORNERS OF THAT CERTAIN 186.38 ACRE TRACT
OF LAND CONVEYED BY THE CITY OF SAN JOSE TO THOMAS P.B. HICKS BY DEED DATED
AUGUST 13, 1867 AND RECORDED AUGUST 13, 1867 IN LIBER"W" OF DEEDS, AT PAGE 389,
RECORDS OF SAID SANTA CLARA COUNTY; THENCE RUNNING ALONG THE EASTERLY AND
NORTHEASTERLY LINES OF SAID 186.38 ACRE TRACT OF LAND, S. 63 DEG. W. 5.00 CHAINS TO
A POINT IN THE CENTER LINE OF SAID CREEK; THENCE RUNNING ALONG A FENCE ON THE
LINE OF SAID 186.38 ACRE TRACTS. 43 DEG. 30' E. 14.00 CHAINS TO A SYCAMORE TREE
MARKED H. NO. 4 ON THE EAST BANK OF A SMALL CREEK; S. 61 DEG. 30' E. 2.00 CHAINS TO A
SYCAMORE TREE MARKED T.H.L.; S. 53 DEG. 30' E. 10 CHAINS TO A SYCAMORE TREE MARKED
H.X. AND DUE EAST 5.00 CHAINS TO A POST FROM WHICH A LIVE OAK STUMP MARKED H. 12
BEARS S. 87 DEG. 30' E. 3.22 CHAINS DISTANT; SAID POST STANDING ON THE WESTERLY
LINE OF THAT CERTAIN 175.70 ACRE TRACT OF LAND CONVEYED BY THE CITY OF SAN JOSE
TO ASCENSION REBOLCADA BY DEED DATED DECEMBER 17, 1867 AND RECORDED DECEMBER
17 1867 IN LIBER W OF DEEDS,AT PAGE 562, RECORDS OF SAID COUNTY OF SANTA CLARA;
THENCE LEAVING THE LINE OF SAID 186.38 ACRE TRACT OF LAND AND RUNNING ALONG THE
WESTERLY LINE OF THE AFOREMENTIONED 175.70 ACRE TRACT OF LAND, N. 19 DEG. 28' E.
11.37 CHAINS TO A POINT IN THE SOUTHERLY LINE OF THE AFOREMENTIONED 135.23 ACRE
TRACT OF LAND CONVEYED TO NATHANIEL SKUSE; THENCE RUNNING ALONG THE SOUTHERLY
LINE OF SAID 135.23 ACRE TRACT OF LAND, N. 74 DEG. 15' W. 26.06 CHAINS TO THE PLACE
OF BEGINNING, AND BEING A PART OF PUEBLO TRACT NO. 3 (OLD NUMBER 2) SAN JOSE CITY
LANDS, COURSES TRUE, MAGNETIC VARIATION 16 DEG. EAST.
SAVINGS AND EXCEPTING THEREFROM THAT PORTION THEREOF THAT LIES WITHIN THE
BOUNDS OF A STRIP OF LAND 60 FEET WIDE CONVEYED BY THE CITY OF SAN JOSE TO THE
COUNTY OF SANTA CLARA, BY DEED DATED NOVEMBER 6, 1867 AND RECORDED NOVEMBER 7,
1867 IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SANTA CLARA, STATE
OF CALIFORNIA, IN LIBER "W" OF DEEDS, PAGE 501, AS SET FORTH IN CERTIFICATE OF
COMPLIANCE RECORDED DECEMBER 15, 1999, INSTRUMENT NO. 15092243, OFFICIAL
RECORDS.
PARCEL 2:
BEGINNING AT A STAKE ON THE SECTION LINE BETWEEN SECTIONS 31 AND 32 TOWNSHIP 8
SOUTH, RANGE 1 EAST, M.D.M. MARKED M. 11 S., SAID PLACE OF BEGINNING BEING NORTH
40.35 CHAINS FROM A STAKE MARKED M. 12 K. STANDING AT THE COMMON CORNER OF
SECTIONS 31 AND 32, TOWNSHIP 8 SOUTH, RANGE 1 EAST, M.D.M. AND SECTIONS 5 AND 6
TOWNSHIP 9 SOUTH RANGE 1 EAST, M.D.M. SAID POINT OF BEGINNING BEING ALSO THE
NORTHEASTERLY CORNER OF THAT CERTAIN 70 ACRE TRACT OF LAND DESCRIBED IN THE
DEED FROM PAUL J. ARNERICH TO JOHN D. MACKENZIE, ET AL, DATED MARCH 12, 1904,
RECORDED MARCH 28, 1904 IN BOOK 277 OF DEEDS, PAGE 292, SANTA CLARA COUNTY
RECORDS; THENCE RUNNING NORTH 19.66 CHAINS TO A STAKE MARKED M.K.S. IN THE MOST
SOUTHEASTERLY CORNER OF THE KENT TRACT; THENCE RUNNING WEST 5 CHAINS TO A
SYCAMORE TREE MARKED H.; THENCE ALONG THE SOUTHWEST LINE OF THE SAID DENT
TRACT NORTH 53 1/2 DEG. WEST 10 CHAINS. NORTH 61 1/2" WEST 2 CHAINS TO A
SYCAMORE TREE MARKED H. NO. 4 STANDING IN THE EAST BANK OF A SMALL CREEK; THENCE
Page 4
Order No.: 56007-724787-07
~
RUNNING �� �- DEG. WEST 14 CHAINS; THENCE FOLLL AG THE CENTER LINE OP, '
THE HICKS CREEK WITH THE FO81I%NlNG COURSES AND DISTANCES: NORTH 63DBG. EAST 5
CHAINS, NORTH 44 1/2 DEG. WEST 1.5CHAINS, NORTH 16 1/2 DEG. EAST 1.6OCHAINS,
NORTH 4 3/4 DEG. WEST 2.28CHAINS, NORTH B 1/3 DEG. EAST 1 CHAIN, NORTH 46 1/2 DEG.
EAST 2 CHAINS, NORTH 3O3/4 DEG. EAST 2 CHAINS, NORTH 4O1/2 DEG. EAST 1.S0CHAINS,
� NORTH 2O DEG. EAST 1.18CHAINS TOA POST lN THE CENTER OFA CREEK AJTHE
�
SOUTHEAST CORNER OF LANDS OWNED, NOR OR FORMERLY OF A PFISTER; THENCE NORTH
� S53/4 DEG. WEST 15.62 CHAINS 7O THE CENTER OFA SMALL CREEK, ALSO THE
WESTERNMOST CORNER OF SAID LANDS NOW [>R FORMERLY OF SAID PFI5TER; THENCE
ALONG THE CENTER OF A CREEK SOUTH 63 DEG. WEST TO THE PUEBLO LINE; THENCE SOUTH
10 DEG. 45' EAST AND ALONG SAID PUEBLO LINE 6D CHAINS, MORE OR LESS,TOASTAKE
� MARKED M. 14AT THE NORTHWEST CORNER OF THE 7U ACRE TRACT HEREINABOVE
�
REFERRED TDAN THENCE RUNNING NORTH 84 DEG. O5/ EAST 21.18 CHAINS TO THE PLACE
OF BEGINNING AND BEING A PART OF PUEBLO TRACT NO. 3 (OLD NO. 2) SAN ]OSECITY
LANDS.
SAVINGS AND EXCEPTING THEREFROM THAT PORTION THAT LIES WITHIN THE BOUNDS OF A
STRIP OF LAND 6O FEET WIDE CONVEYED HY THE CITY DF SAN]OGE,lO THE COUNTY OF
SANTACLARA, BY DEED DATED N[yVEMBER6, 1Q67 AND RECORDED NOVEM8ER7, 1Q67IN
THE OFFICE OP THE COUNTY RECORDER OF THE COUNTY OFSANTACLARA, STATE DF
CALIFORNIA, IN LIBER "W" OF DEEDS, AT PAGE 501 AS SET FORTH IN THE CERTIFICATE OF
COMPLIANCE RECORDED DECEMBER 15, 1999, INSTRUMENT NO. 15092244, OFFICIAL �
RECORDS.
APN: 575-08-001'00
Page
Order No.: 56007-724787-07
INFORMATIONAL NOTES
1. 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 or immediate dispersal after deposit in bank or
confirmation of receipt in account. Bear in mind that Cash will be accepted from
customers only under special circumstances as individually approved by management.
2. Cashier checks, certified checks, tellers checks--next 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 be disbursed.
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 law.
I
For Your Information, Our Wire Instructions Are:
Wire To: Credit the Account of:
Comerica Bank North American Title Company
Two Embar-adero Center, #300 Bank Account No.: 1893560076
San Francisco, CA 94111 Escrow No. 56007-724787-07
Routing No.: 121137522 Branch/County No.: 56007
Attn: Susan Trovato
• ACH FUNDS-Automatic Clearing House
North American Title Company will not accept funds in the form of ACH transfers.
2. This report is preparatory to the issuance of an ALTA Loan Policy. We have no knowledge of any
fact which would preclude the issuance of the policy with CLTA endorsement forms 100 and 116
and If applicable, 115 and 116.2 attached.
When issued, the CLTA endorsement form 116 or 116.2, if applicable will reference a(n) Single
Family Residence known as 18711 Reynolds Road, Los Gatos, California, 95032.
3. According to the public records, there has been no conveyance of the land within a period of
twenty-four months prior to the date of this report, except as follows:
None
4. Basic rate applies.
5. We find no open deeds of trust. Escrow please confirm before closing.
6. The map attached, if any, may or may not be a survey of the land depicted hereon. North
American expressly disclaims any liability for loss or damage which may result from reliance on
this map except to the extent coverage for such loss or damage is expressly provided by the
terms and provisions of the title insurance policy, if any, to which this map is attached.
Page 6
Order No.: 56007-724787-07
Exhibit A(Revised 11-17-06)
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 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;
(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 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 or
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
tide 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(10/22/03)
ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE
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
b. zoning
C. Land use
d. improvements on the Land
e. Land division
f. 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.
2. 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.
3. 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 Dale;or
b. the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing of the taking.
4. 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
d. that first occur after the Policy Date-this does not limit the coverage described in Covered Risk 7,8.d,22,23,24 or 25.
5. Failure to pay value for Your Title.
6. 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.
This Exclusion does not limit the coverage described in Covered Risk 11 or 18.
Page 7
Order No.: 56007-724787-07
RESIDENTIALATITLE INSURANCE CE PPOCLIICY(6 1-87) `
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 •improvements on the land
•land division •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.
2. The right to take the land by condemning it,unless:
• a notice of exercising i9 P the right appears in the public records
• on the Policy Date
• the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking
3. Tide Risks:
• that are created,allowed,or agreed to by you
• that are known to you,but not to us,on the Policy Date--unless they appeared in the public records
• that result in no loss to you
• 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
4. Failure to pay value for your title.
5. Lade of a right:
• to any land outside the area specifically described and referred to in Item 3 of Schedule A
OR
In streets,alleys,or waterways that touch your land
This exclusion does not limit the access coverage in Item 5 of Covered Tide Risks.
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY(10-17-92)
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;(it)the character,dimensions or location of any
improvement now or hereafter erected on the Land;(ill)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 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 lass 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 Ilon of the insured mortgage
over any statutory lien for services,labor or material or to 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 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 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
�Ili the subordination of the interest of the insured mortgagee as a result of the application of the doctrine or equitable subordination'or
ii 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:
Page 8
Order No.: 56007-724787-07
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
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.
2006 ALTA LOAN POLICY(06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded form the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or
expenses that arise by reason of:
1. (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or
relating to
(i) the occupancy,use,or enjoyment of the Land;
(ii) the character,dimensions,or location,of any improvement erected on the land;
(ill) the subdivision of land;or
(iv) environmental protection;
Or the effect of any violation of these laws,ordinances,or governmental regulations. This exclusion 1(a)does not modify or limit the coverage
provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion i(b)does not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or B.
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(however,this does not modify or limit the coverage provided under Covered Risk 11,13,or
14);or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.
4. Unenforceabtiity of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing business
taws of the state where the Land is situated.
5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that 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,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the
lien of the Insured Mortgage,is
(a) a fraudulent conveyance or fraudulent transfer,or
(b) a preferential transfer for any reason not stated in Covered Risk 13(b)of this policy.
7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy
and the date of recording of the Insured Mortgage in the Public Records.This Exclusion does not modify or limit the coverage provided under
Covered Risk 11(b).
The above policy form 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 Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)that arise by reason of:
1. (a)Taxes or assessments that are Trot shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the Public Records;(b)proceedings by a public agency that 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 that are not shown by the Public Records but that could be ascertained by an inspection of the Land or
that may be asserted by persons in possession of the Land.
3. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records.
4. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and
complete land survey of the Land and not shown by the Public Records.
S. (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.
Page 9
Order No.: 56007-724787-07
A iCAN LAND TITLE ASSOCIATION OWNER'S PO► (10-17-92)
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
govemmental 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 Data 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;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 laws,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 of transfer;or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
The above pocky 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:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage(and the Company will not pay costs,attomeys'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 which
may be asserted by making inquiry of persons in possession thereof.
3. Easements,liens or encumbrances,or daims thereof,which are not shown by the public records.
4. Discrepancies,conflicts in boundary lines,shortage in area,encroachments,or any other fads 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 Ads 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.
2006 ALTA OWNER'S POLICY(06-17-06)
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 that arise by reason of:
1 (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or
relating to
(i) the occupancy,use,or enjoyment of the Land;
(ii) the character,dimensions,or location of any improvement erected on the Land;
(iii) the subdivision of land;or
(iv) environmental protection;
or the effect of any violation of these laws,ordinances,or governmental regulations.This Exclusion I(a)does not modify or limit the coverage
provided under Covered Risk 5.
(b) Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
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(however,this does not modify or limit the coverage provided under Covered Risk 9 and 10);
or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.
4. Any daim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction vesting the
Title as shown in Schedule A,is
(a) a fraudulent conveyance or fraudulent transfer;or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.
5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy
and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.
The above policy form 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 Exceptions from Coverage:
Page 10
Order No.: 56007-724787-07
A EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)that arise by reason,of:
1. (a)Taxes or assessments that 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;(b)proceedings by a public agency that 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 that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may
be asserted by persons in possession of the Land.
3. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records.
4. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and
complete land survey of the Land and that 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 EXPAND CO
VERAGE RESIDENTIAL LOAN POLICY 10 13 01 EXPANDED
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;(ill)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 s 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 Pocky.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 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) 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(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 Insured Mortgage.
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 claln 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 B.
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 tide,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.
i
Page 11
Order No.: 56007-724787-07
GOOD FUNDS LAW
CALIFORNIA ASSEMBLY BILL 512 ("AB512") IS EFFECTIVE ON JANUARY 1, 1990. UNDER AB512, NORTH AMERICAN TITLE
COMPANY, INC. ("NORTH AMERICAN TIRE COMPANY, INC.'J 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 SELLERIBORROWER 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) a
buyer may be required to withhold and deliver to the Franchise Tax Board (FTS) an amount equal to 3.33% of the
sales price 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. Buyer may be subject to a
penalty (equal to the greater of 10% of the amount required to be withheld or $S00) 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; (Ili)the Real Property is or will be exchanged for property of like kind (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. FTS 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 urwsOftb.ca.gov or visit their website at www.ftb.ca.gov.
Page 12
Order No.: S6007-724787-07
NATCO NOTES:
DON'T DELAY YOUR CLOSE OF ESCROWi IF ANY OF THE FOLLOWING ITEMS AFFECT YOUR TRANSACTION,
PLEASE NOTIFY YOUR ESCROW OFFICER AS SOON AS POSSIBLE.
I. Ongoing Construction
The Title Company will require,as a minimum,the following prior to insuring:
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 of subcontractors, indemnity and financial statement from the
general contractor,a copy of the contract and the with-holding of a sum of money,to cover the contract until the
mechanics lien period has expired,with which to pay filed mechanics liens,or other assurances to be determined on a
case by case basis.
II. Bankruptcy
The Title Company will require,as a minimum,the following prior to insuring:
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 to verify that there are
no objections to said order.
III. Abstracts of.judgment,Liens,Tax Liens
The Title Company will require,as a minimum,the following prior to insuring:
A. Proof that the buyer/seller is not the same party as on the recorded liens.
B. This is accomplished by the buyer/seller/borrower completely filling out and signing a statement of information.
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 trying to accomplish a tax deferred exchange? If so, have they chosen an intermediary and who is
it?
• Will any of the principals be using a Power of Attorney?
• Are any of the vested owners deceased or in any way 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 vested in a trust or will the new buyer/borrower vest in a trust?
• Are any of the trustees of the trust deceased or incapacitated?
• Will this transaction involve a short sale?
• 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?
If you have any other information which may be useful to us, please contact your escrow officer as soon as possible. Our goal is to
make your transaction as easy and trouble-free as possible. We appreciate your business and hope that you find North American
Title Company your company of choice for all of your title and escrow needs.
Page 13
Order No.: 56007-724787-07
Private Policy Notice
(as of January 1, 2007)
We at the North American Title Group Family of Companies' take your privacy very seriously. We do not share your
private information with anyone except as necessary to complete your real property, title insurance and escrow
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:
• Information we receive from you on applications or other forms.
• Information about your transactions with us, our affiliates or others.
Information from non-affiliated third parties relating to your transaction.
"Nonpublic personal information" is nonpublic information about you that we obtain in connection with
providing a product or service to you.
2. What information we disclose and to whom we disclose it: We do not disclose any nonpublic
personal information about you to either our affiliates or non-affiliates without your express consent, except as
permitted or required by law. We may disclose the nonpublic personal information we collect, as described
above, to persons or companies that perform services on our behalf regarding your transactions.2 "Our
affiliates" are companies with which we share common ownership and which offer real property, title
insurance, or escrow services.
3. Our security procedures: We restrict access to your nonpublic personal information and only allow
disclosures to persons and companies as permitted by law to assist in providing products 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 information, please contact your local North American
Title Group office Identified on the title insurance product to which this notice is attached or where you
received this notice and give us a reasonable time to make that information available to you. If you believe
any information is incorrect, notify us, and if we agree, we will correct it. If we disagree, we will advise you in
whiting why we disagree.
S. Customer acknowledgment: Your receipt of a copy of the preliminary report, commitment, your policy of
insurance, or escrow documents accompanied by this Notice will constitute your acknowledgment of receipt of
this Privacy Notice.
'The North American Title Group Family of Companies includes North American Title Company,North American Title Insurance Company, North
American Services,LLC, North American Asset Development Corporation,North American Advantage Insurance Services, LLC,North American Title
Alliance,LLC,North American Title Florida Alliance,LLC,J. Lyons Enterprises,Inc.d/b/a Independence Abstract&Title Agency,Independence Legal
Services,LLC.
2The North American Title Group Family of Companies may also share your information with an insurance institution,credit reporting agency,
insurance regulatory authority,law enforcement,other governmental authority,actuary,or other research organization for purposes of detecting or
preventing fraud,crimes,or 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.
Page 14
Order No.: 56007-724787-07
F I L E O F C O U N T Y A S S E S S O R S A N T A C L A R COUNT Y ;� S.Q,F O R N �y4 l
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Purchase and Sale Agreement
EXHIBIT C
PERSONAL PROPERTY TO BE REMOVED PRIOR TO CLOSE OF ESCROW
I Two cab over campershells: one red & one white;
2. Lynx Camper Trailer I AH5152;
3. International Utility Truck, Lic4 I J507274 or Lic4 U45412;
4. Case 450 Tractor Loader;
5. 3000 lb Platform hydraulic lift;
6. Handmade 2 Wheel wooden trailer, blue;
7. Blue El Camino, Lic#IA34760;
8. Onan 50 GenSet Generator;
9. Yellow Mack 10 Wheeler Dump Truck, Lie # 50963E;
10. Sightseer III Motorhome range & white, Lic41JPE890;
11. Kenworth Dump truck, LiO 2699737;
12. Yellow Caterpillar 941 B Excavator;
13. Yellow John Deere Tractor JD300;
14. Green RayCo Rascal 420-C Sheeps Foot Roller;
15. Peterbilt 10 Wheeler Dump truck Yellow& white, Lic#5K25349;
16. Flat bed 8 Wheel Trailer, CA74657;
17. 20 foot Storage Trailer, Southern Pacific, Lic4 AT54282 & Contents;
18. 20 foot Rail car Storage Bin,No. 2315345 & Contents;
19. Portable Trailer Generator;
20. Green Onan Transfer Switch Cabinet;
21. Approximately 20 Tires;
22. Nine 55 Gallon Drums, approximately 6 batteries and paint cans;
23. Engine Block;
24. Air compressor;
25. Red Chevrolet Pick Up Truck, LiO 6X64466;
26. Contents of 20 foot by 24 foot Garage;
27. Concrete and metal culverts,misc. construction materials and auto
parts.