HomeMy Public PortalAbout20090513 - Resolution - Board of Directors (BOD) Cover Sheet for Scanning by ECS
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Document Date: 5/13/2009
Document Type: Resolution
Preserve Name:
Keywords (no more than 4): POST Purchase Sierra Azul
Project Name:
Project Number:
Vendor or Other Party:
Name (First):
Name (Last):
Address:
APN Number:
Document No. 09-13
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RESOLUTION 09-13
RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF
PURCHASE AGREEMENT,AUTHORIZING GENERAL MANAGER OR
OTHER 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 PENINSULA OPEN SPACE TRUST)
The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows:
Section One. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept
the offer contained in that certain Purchase Agreement between the Peninsula Open Space Trust and the
Midpeninsula Regional Open Space District, a copy of which purchase agreement is attached hereto and
by reference made a part hereof, and authorizes the President or other appropriate officer to execute the
Agreement on behalf of the District to acquire the real property described therein ("the POST Property").
Section Two. The General Manager, President of the Board of Directors or other appropriate officer is
authorized to execute Certificate of Acceptance for the Grant Deed on behalf of the District.
Section Three. The General Manager or the General Manager's designee shall cause to be given
appropriate notice of acceptance to the seller and to extend escrow if necessary.
Section Four. The General Manager is authorized to expend up to $2,500.00 to cover the cost of title
insurance, escrow fees, and other miscellaneous costs related to this transaction.
Section Five. The General Manager and General Counsel are further authorized to approve any technical
revisions to the attached Agreement and documents which do not involve any material change to any term
of the Agreement or documents, which are necessary or appropriate to the closing or implementation of
this transaction.
Section Six. The purpose of this Section is to enable the District to reimburse its general fund for the cost
of certain land acquisitions. The District wishes to finance certain of these real property acquisitions and
expects to use tax-exempt debt, such as bonds, but a tax-exempt financing is not cost justified for the
District unless the principal amount of the financing is large enough to justify the related financing costs.
Consequently, it is the District's practice to buy property with its general funds and, when a tax-exempt
financingis cost-justified based on the aggregate value of acquisitions, to issue tax-exempt obligations to
J a
reimburse itself for previous expenditures of general funds. These general funds are needed for operating
and other working capital needs of the District and are not intended to be used to finance property
acquisitions on g
a long-term basis.
U.S. Income Tax Regulation Section 1.150-2 requires an issuer of tax-exempt debt to declare its intent to
use a portion of tax-exempt debtpr
oceeds for reimbursement of expenditures
enditures prior to the payment of the
expenditures. Accordingly, Y
the Board of Directors hereby declares its intent to issue tax-exempt
n the maximumprincipal amount of 250 000 and to use a portion of the proceeds of the
i $obligationsp
obligations for reimbursement of District expenditures for acquisition of the POST Property that are paid
before the date of issuance of the obligation.
RESOLUTION No.09-13
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on May 13, 2009 at a Regular Meeting thereof, by the following vote:
AYES: Mary Davey, Jed Cyr, Larry Hasset, Nonette Hanko, Pete Siemens,
Cecily Harris and Curt Riffle
NOES: None
ABSTAIN: None
i
ABSENT: None
ATTEST: APPROVED:
I
S rretary President
Board of Directors Board of Directors
I, the Interim District Clerk of the Midpeninsula Regional Open Space District, hereby
certify that the above is a true and correct copy of a resolution duly adopted by the Board of
Directors of the Midpeninsula Regional Open Space District by the above vote at a meeting
thereof duly held and called on the above day.
Interim Distric rk
E
CERTIFICATE OF ACCEPTANCE
1 (GOVERNMENT CODE SEC. 27281)
This is to certify that the interest in real property conveyed by the foregoing deed, grant
or other instrument dated , from
PENINSULA OPEN SPACE TRUST, a California non-profit public benefit corporation
to the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district, is hereby
accepted by the undersigned on behalf of the District pursuant to authority conferred by
resolution of the Board of Directors of the Midpeninsula Regional Open Space District bearing
No. 9—13, adopted on May 13, 2009, and said District consents to recordation thereof.
Dated , 2009
MIDrENINSULA REGIONAL OPEN SPACE DISTRICT
By
Prefident, Board of Directors
i
A , ST:
District Clerk
�
PURCHASE AGREEMENT
�
POST (MOORE) PROPERTY
This Purchase Agreement(hereinafter called "AgreemmOiamade and entered into by �
and between PENINSULA OPEN SPACE TRUST, a California non-profit, public benefit corporation,
(hereinafter called "P08T"), and the M|DPGNUN8OLA REGIONAL OPEN SPACE DISTRICT, upublic
district formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code,
(hereinafter called "District").
RECITALS
� WHEREAS, POST was organized auuoon-proDL charitable corporation to solicit, receive
and hold gifts, legacies, devises and conveyances of real and personal property for public park,
conservation and open space purposes, all in a manner complementary to activities of District;and
| WHEREAS, the property and assets of POST are irrevocably dedicated to said purposes �
�
and no part of the property and assets of POST shall ever incur to the benefit of any individual; and
WHEREAS, POST is the owner of certain real property which has open space and
recreational value located within an unincorporated area of the County of Santa Clara, and being more �
particularly described within the body nf this Agreement; and
� WHEREAS, District was formed by voter inidutiveto solicit and receive conveyances o[
� '
real property bypurchase, exchange, gift, or bargain purchase for preservation, public park, recreation,
scenic and open space purposes; and
\fBCBLEA8, District desires to purchase said property for open space preservation and as
� part uf the ecological, recreational, aesthetic, and natural resources n[the noidpeninau|uarea; and
|
WHEREAS, POST out of desire to promote public welfare, and share the natural and
scenic beauty and enjoyment mftheirpvmpouywiththeci1izenmo[theooidpeninsu|aureo, hcruhyugrcoo10
oc|| and convey the entirety ofsaid property toDistrict, and District wishes to purchase said property upon
the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises
and covenants herein contained, the parties hereto agree us follows:
l. Purchase and Sale. POST agrees to sell to District and District agrees u/ purchase from
P(}81C p(}87`oncu| property located within an unincorporated area of the County of Santa Clara, State of
California, containing approximately eighty-one and five tenths(0\.5)acres, more orless, audoomrnon|y
referred touy Santa Clara County Assessor's Parcel Number 55#-3O-OO(. Said real property iefurther
� described in the Legal Description attached to Preliminary Report number 56007-919257-09 from North
� &nocricun Title Company dated March 12, 2009. A copy of said Preliminary Report ia attached hereto uo
-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 o[said real property and appurtenances shall
hereinafter bc called the "Subject Property" nr the "Pnmpeny."
I
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2. Purchase Price. The total purchase price("Purchase Price") for the Property shall be Two
Hundred Fifty Thousand Dollars($250,000.00), which shall be paid in cash at the "Closing" as defined in
Section I hereof.
3. Escrow. Promptly upon execution of this Agreement, in accordance with Section I I
herein, an escrow shall be opened at North American Title Company, 497 N. Santa Cruz Avenue, Los
Gatos, CA 95031, (401) 399-4 100(Escrow number 56007-919257-09), or other title company acceptable
to District and POST(hereinafter"Escrow Holder")through which the purchase and sale of the Property
shall be consummated. A fully executed copy of this Agreement shall be deposited with Escrow Holder to
serve as escrow instructions to Escrow Holder provided that the parties shall execute such additional
supplementary m customary escrow instructions us Escrow Holder may reasonably require. This
Agreement may be amended or supplemented by explicit additional escrow instructions signed by the
parties, but tile 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 tobcdeposited into tile escrow uaherein provided, with the �
following terms and conditions to apply to said escrow:
A. Tile time provided for in the escrow for the u|ouc thereof shall be on or bcfbnz
June 30, 2009, provided however, that the parties may, by written agreement, extend the time for Closing.
The term "C|oming" my used herein shall be deemed tobe 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.
B. POST and District shall, during the escrow period, execute any and all documents
and perform any and all acts reasonably necessary orappropriate to consummate the purchase and sale �
pursuant 10 tile terms of this Agreement. �
�
C. POST shall deposit into the escrow, ounr before the Closing, u duly executed and �
recordable Grant Deed, covering the Property as described in said Exhibit A. �
�
D. District shall deposit into the escrow, onoc before the Closing:
� (i) The required Certificate of Acceptance for the Grant Deed, duly executed
� by District and tohc dated uyof the Closing;
�
(ii) District's check payable to Escrow Holder in the amount of
� TWO Hundred Forty-nine Thousand Dollars($249,U0O.00). The $|,O0O.00 balance o[the Purchase Price
i, paid into escrow uaodeposit in accordance with Section | l of this Agreement.
� E. District shall pay the escrow fees,the CLTA Standard Policy of Title Insurance, if
required by District, and all recording costs and fees. All other costs or expenses not otherwise provided
for in this Agreement shall be apportioned or allocated between District and POST in the manner
customary in Santa Clara County. All current property taxes oil the Property shall he pro-rated through
escrow between District and POST umof the Closing based upon the latest available tax information using
the customary escrow procedures.
P. POST shall cause North American Title Company, or other title company
acceptable to District and POST,to be prepared and committed to deliver to District, a CLTA Standard '
Policy ofTitle Insurance, dated as of the Closing, insuring District in the amount of$250,000 for the
Property showing title to the Property vested in fee simple in District, subject only to: (i)current roo|
property taxes; (ii)exception number 7as listed in Preliminary Report No. 56OO7'9l9257-09 dated Murch |
12, 2009; and (iii)such additional title exceptions as may be approved in writing by District prior to the �
Closing andetermined 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 0obc recorded in the Office o[the
County Recorder o[Santa Clara County. Upon the Closing, Escrow Holder shall cause tobe delivered to
District the original of the policy of title insurance required herein, and to POST Escrow Holder's check for
the full Purchase Price of the Subject Property(less POST`a portion ofthe expenses described inSection
� 3.E.), and to District or POST, as the case may be,all other documents or instruments which are to be �
delivered to them. In the event the escrow terminates as provided herein, Escrow Holder shall return all
monies, documents or other things of value deposited iothe escrow to the party depositing the same. �
4. Termination of License and Manapement Agreement. Promptly upon Closing,the �
License and Management Agreement for the Property,entered into between POST and District on May 30,
2008 (the "License"), shall be terminated and shall be of no further force and effect, and both parties agree
that neither shall have any further obligation or rights under the License. �
| �
5. Rights and Liabilities of the Parties in the Event of Termination. In the event this
� Agreement is terminated and escrow is canceled for any reason,all parties shall be excused frorn any
� further obligations hereunder, except ua otherwise provided herein. Upon any such termination ofescrow,
�
/ all parties hereto shall be ointly and severally liable to Escrow Holder for payment of its title and escrow
cancellation charges(oo6i�ut�oriubtaof subrogation against any pudywvhoscfault nouyhave caused such
� ~ _
termination of escrow), and each party expressly reserves any other rights and remedies which it may have
against any other party byreason ofa wrongful termination or failure toclose escrow.
6. . For the purpose of consummating the sale and
purchase of the Property in accordance herewith, POST makes the following representations and
| warranties toDimt,ic1` which shall survive close ofemornvv` each of which is material and is being relied
|
upon 6*District:
A. Authority. POST has the full right, power and authority to enter into this
� Agreement and to perform the transactions contemplated hcrcondcr.
B. Valid and Binding Agreements. This Agreement and all other documents
delivered by POST to District now or at the Closing have been or will be duly authorized and executed and
� delivered by POST and are legal, valid and binding obligations of POST sufficient to convey to District the
�
Subject Property described therein, and are enforceable in accordance with their respective terms and do |
not violate any provisions of any agreement to which POST is a party or by which POST may be bound or
any articles, bylaws or corporate resolutions ofPOST.
7. Waiver of Relocation Benefits and Statutory Compensation. POST and District
understand and agree that POST may be entitled to receive certain relocation benefits and the fair market
value ofthe Property described iu Exhibit A, ua provided for bythe Federal l]nifbnnRelocation |
�
Assistance and Real Property Acquisition Act of 1970(Public Law 91-646),the Uniform Relocation Act
Amendments uf|987 (Public Law l00-l7), Title IVof the Surface Transportation and Uniform Relocation
Assistance Act of}987 (\O| Statutes, 24h'256)(42O.S.C. '46U\ u(xu@.), and the California Relocation
Assistance Act, Government Code Section 726Oetseq. POST hereby waives any and all existing and/or �
� future claims orrights POST may have 10 any relocation assistance, heocfi1s" procedures, or policies as
� provided in said \mvvo or regulations adopted thereunder and to any other compensation, except as provided
� in this Agreement. POST 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 Ca]ifnroioLaw
�
�
�
'
. . `
8. This sale is made without representation orwunanty by POST,
except as expressly set forth in this Agreement. District represents, warrants, acknowledges and agrees
that it has had full and mnplc opportunity prior tothe execution of this Agreement to investigate the
Property including, but not limited to,the physical condition thereof-, the presence, absence or condition of
improvements thereon; and that District shall purchase the Property .
V. Hazardous Waste.
� A. Definitions. The term "Hazardous Waste," as used herein, means any substance,
material or other thing regulated by or pursuant to any federal, state or local environmental law by reason �
�
of its potential fhrbarnmtobumnaobrohhordxreovinonnuentbeouuaoofitsOmnomohi|dv'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" am used herein includes, without limitation, the Comprehensive
|
Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.)and
the Resource Conservation and Recovery Act(420.8.C. Section 690le/omJ.)
� B. Representations and Warranties. For the purpose ofconounnomuiinO the sale and �
purchase of the Property, POST makes the following representations and warranties to District, which shall �
survive close of escrow, each ofwhich io material and ia being relied upon by District:
�
� i< ) To�(�B1[`ukuov/|od��thcPzopch� do��notcuntuinaudhuuno� �
/ ` ' �
previously contained any Hazardous Waste orunderground storage tanks, and no Hazardous 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 POST
� undertaken, permitted, authorized �
� , �
� (ih POST has not received any notice and POST has no actual knowledge
� that any private person or governmental authority or administrative agency or any employee or agent �
� thereof has dotonnined alleged, �
| 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, o1ocugc, 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 POST received any communication from any such person or governmental agency or �
authority concerning any such matters.
� C. Indemnity. POST shall indernuifv, defend and hold burm|emo 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. P()ST`a obligation io indemnify,defend
and hold harmless pursuant to this Section 8 shall not apply where, hxmcd on its own inspections,testing,
evaluations and knowledge ofthe Property, District knew or had reason to know of the existence o[any
Hazardous Waste or underground storage tanks on, under, or about the Property prior to the Closing.
|0. Miscellaneous Provisions.
A. Access for Investipation . From the date POST delivers oo executed copy ofthis
Purchase Agreement to District and ond\the Closing, District and District's agents, lender, contractors,
engineers, consultants, employees, subcontractors and other representatives ("District Parties") may, upon
the giving of reasonable advance written notice to POST, enter upon the Property for tile purpose of
4
. . ' .
inspecting, testing and evaluating the same; provided, however,that District may not perform any work on
the Property without PO8T`m prior written consent, which shall not\eunreasonably withheld ordelayed
and further provided that District shall give POST u1 least 24hours' prior notice of each proposed entry 6v
District. District shall indemnify, protect, defend and hold POST free and hoon\emo from and against any
| and all claims, actions, causes of action, suits, proceedings, costs,expenses(including, without limitation, �
�
reasonable attorneys' fees and costs), liabilities, darnages, and liens caused by the activities of District
Parties vvbi\e upon the Property prior tothe Closing; provided, however,the foregoing iudenoniry ohu|| not
cover or include any clairns, 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 bcat District's sole expense. District shall repair any damage tothe Property that may bc |
caused by District Parties while on the Property performing its inspections.
B. Choice of Law. The internal laws o[the State ofCalifornia, regardless ufany �
choice of law principles, shall govern the validity of this Agreement, the construction of its terms and the |
interpretation uf the rights and duties of the parties. /
|
� C. Amendment and Waiver. The parties hereto may hv mutual written agreement �
� amend this Agreement in any respect. Any party hereto may: (i)waive ally inaccuracies in representations
| '
and warranties made by the other party contained in this Agreement or in any documents delivered
pursuant hereto; (ii)waive compliance by the other party with any of the covenants contained in this �
| Agreement orthe performance of any obligations of the other party; or(iii)waive the fulfillment ofany �
condition that is precedent to the performance by such party of any of its obligations under this Agreement.
The District's General Manager is authorized to take any actions and execute any documents necessary or
appropriate 10 closing escrow and comnp|eting this conveyance. Any agreement on the part of any party for
any such amendment, extension or waiver must beinwriting. �
| D. Rijzhts Cumulative. Each and all of the various rights, powers and remedies ofthe
parties shall hc considered to be cumulative with and iu addition to any other rights, powers and remedies |
which the parties may have a1 law oriu equity in the event of the breach of any ofthe terms ofthis �
Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the
| exclusive election thereof nor the waiver of any other right, power wrremedy available to such party.
E. Notices. Whenever any party hereto desires orio required to give ally notice, �
demand, or request with respect to this Agreement(or any Exhibit hereto), each such communication shall
be in writing and shall be deemed to have been validly served, given or delivered at the time stated below
if deposited in the United States nuui|, registered or certified and return receipt requested, with proper |
|
postage prepaid, or if delivered by Federal Express or other private nueoaongec courier or other delivery /
service or sent hy facsimile transmission by telex,te1ecopy, telegraph or cable or other similar electronic �
nocdiumn, addressed uo indicated umfollows:
POST: Peninsula Open Space Trust |
� 222 High Street
�
Palo Alto, CA9430l .
� Attn: Audrey Rust, President
TEL: (650) 854-7096 |
|
FA}{: (650) 854-7703
�
District: Midoeninmla Regional Open Space District �
3]8Disic|Circle
Los Altos, C&94022 !
Attn: General Manager �
TEL: (65[)691-1200 �
5 �
^
. . .
.
� FAX: (650) 691-0485
�
� 0[sent 6v telegraph, facsimile copy or cable,u confirmed copy ofsuch telegraphic, facsimile orcabled
' 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 ur certification receipt oru1 the expiration of the third (3rd)business day after the �
|
| date of mailing, vvbicbcvcr is earlier in time. Either party hereto may from time to time, by notice in
| writing served upon the other uaaforesaid, designate a different mailing address o,u different person 10
� which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this
Agreement shall excuse either party hrorn giving oral notice\othe other when prompt notification is
! appropriate, but oral notice given �hu|| not requirement notice um provided in this �
� , ' �
� Section.
F. Severability. DF any of the provisions of this Agreement are held tohe void or
| unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision of �
i which is binding upon the parties,the parties agree that such determination shall not result in the nullity or
uncofbrcembi/ih/of the remaining portions of this Agreement. The parties further agree to replace such �
� void nr unenforceable provisions which will achieve, to the extent possible,the economic, business and
other purposes of the void or unenforceable provisions. �
� G. Counterparts. This Agreement may be executed in separate uountcrpadx, 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 sarne
instrument.
H. Waive[. No waiver of any term, provision or condition o[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.
L Entire Agreement. This Agreement ie intended hy the parties tobe the final
expression of their agreement; it embodies the entire agreement and undcotondingbctween 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.
| J. Time of Essence. Time inof the essence of each provision of this Agreement in
|
� which time ixuuelement.
K. Survival of Covenants. All covenants of District or POST which are expressly
intended hereunder to be performed in whole or in part after the Closing, and all representations and
� vvunundco by either party 1othe other, ohu|| survive the Closing according to their terms and conditions,
and bc binding upon and inure 10 the benefit ofthe respective parties hereto and their respective heirs,
successors and permitted assigns.
L. Assignment. Except us expressly permitted herein, neither party tnthis
| &grccnoen1 ohu)| uami8n its rights or obligations under this Agreement to any third party without the prior
� written approval of the other party.
M. Further Documents and Acts and Compliance with Applicable Laws. Each ofthe
| 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 transaction described and
contemplated under this Agreement.
N. 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 pen-nitted by law, on
the successors and permitted assigns of the parties hereto.
O. Captions. Captions are provided herein for convenience only and they form no
pad of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement,
nor as evidence of the intention of the parties hereto.
P. Pronoun References. In this Agreement, if it be appropriate, the use of the
singular shall include the plural, and the plural shall include the singular, and the use of any gender shall
include all other genders as appropriate.
Q. Arbitration of Disputes. If a dispute arises out of or relates to this Agreement or
the performance or breach thereof, the parties agree first to participate in non-binding mediation in order to
resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any
remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy
or claim shall be settled by arbitration. The parties shall jointly select one arbitrator who shall be a retired
or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with
the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right to
discovery. Hearings shall be held in Santa Clara or San Mateo County, California. If the parties are
unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation
Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in
all cases be final and binding.
NOTICE: BY INITIALING IN THE SPACE BELOW,YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE "ARBITRATION OF
DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE
SPACE BELOW,YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO APPEAL UNLESS
THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE"ARBITRATION OF DISPUTES"
PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO
THIS PROVISION,YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY
OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS
ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING FROM THE MATTER INCLUDED IN THE "ARBITRATION OF
DISPUTES" PROVISION TO NEUTRAL ARBITRATION.
POST INITIAL DISTRICT INITIAL
ii. Acceptance. Provided that this Agreement is executed by POST and delivered to District
on or before April 30, 2009, District shall have until midnight, May 28, 2009 to accept and execute this
Agreement, and during said period this instrument shall constitute an irrevocable offer by POST to sell and
convey the Property to District for the consideration and under the terms and conditions herein set forth.
Said offer shall remain irrevocable during this period without the necessity of execution and acceptance of
this Purchase Agreement by District. As consideration for said irrevocable offer, District has paid into
7
escrow and POST acknowledges receipt of the sum of One Thousand Dollars and No/100 ($1,000.00),
which shall be applied to the Purchase Price as set forth in Section 2 hereof.
Po g accepted Provided that this Agreement is b District this transaction shall close as soon as
P Y
practicable in accordance with the terms and conditions set forth herein.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly
authorized officers,to be effective as of the date of final execution by District in accordance with the terms
hereof.
DISTRICT: POST:
MIDPENINSULA REGIONAL OPEN PENINSULA OPEN SPACE TRUST,
SPACE DISTRICT a California non-profit, public benefit
corporation
APPROVED AND ACCEPTED:
oe-
Nonette Hanko, President, Board of Directprs Audrey C. Rus resident
Dat Date
r..
A ST:
Distr t Clerk
ACCEPTED FOR RECOMM NDATION:
Cci Q
Michael C. Williams, Real Property Manager
APPROVED AS TO FORM:
Susan M. Schectman, General Counsel
RECOMMENDED FOR APPROVAL:
Stephen . Abbors, General Manager
8
Exhibit A
% �-�-�NO
497 N Santa Cruz Avenue
µ ��E�I��� Los Gatos, CA 95030
TITLE (408)354-32012
0
effiCOMPANY
Like Clockwork"'
Michael Reeves
Mid Pentsula Open Space
330 Dlstel Circle
Los Altos, CA 94022
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
I
Property: APN: 558-30-001
CA
Buyer: BUYER PENDING
Owner: PENINSULA OPEN SPACE TRUST
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 report
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this
report carefully.The exceptions and exclusions are meant to provide you with notice of matters which are not covered
under the terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of title and may not
list all liens,defects,and encumbrances affecting title to the land.
This report(and any supplements or amendments hereto)is issued solely for the purpose of facilitating the Issuance of a policy of title
insurance and no liability is assumed hereby If it is desired that liability be assumed prior to the issuance of a policy of title insurance,a
Binder or Commitment should be requested
Dated as of March 12, 2009 at 7:30 A.M. Janet Williams,Title Officer
Page 1
Order No.: 56007-919257-09
The form of Policy of title insurance contemplated by this report is:
ALTA LOAN 2OO6
1990 [LTA
2992A[A\Owner's Policy (10'17'92) with Regional Exceptions
A specific request should be made if another form or additional coverage is desired.
Title to said estate or interest at the date hereof|svested in:
PENINSULA OPEN SPACE TRUST, A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORA-RON
The estate or interest in the land hereinafter described or referred to covered by this Report is:
Afee.
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 2OO9-3O1O, a lien not yet due or
payable.
2. General and special taxes for the fiscal year 2008-2009,
� First installment: $367.22, PAID
pana|h/: $56.72
Second installment: $367.22, OPEy0
Penalty: $56~72
Code area: 80001
� A. P. No.: 558-30-001
! Exemption: $0.00
Land: $30,408.00
Improvement: $0.00
Total Amount: $734.44
| 3. Supplemental taxes for the year 2008-2009 assessed pursuant to Chapter 3.5 commencing with
Section 75uf the California Revenue and Taxation Code.
Second Installment: $811.13, OPEN
Delinquent Date: 04/11/2009
Penalty: $101.11
| Tax Rate Area: 88001
A. P. No.: 558-30-001
4. Supplemental taxes for the year 2008-2009 assessed pursuant to Chapter 3.5 commencing with
| Section 7Snf the California Revenue and Taxation Code.
|
Page
Order No.: 56007-919257-09
Second Installment: ¢9,532.11, OPEN
Delinquent Date: 04/11/2009
Penalty: $973.21
� Tax Rate Area: 80001
�
A. P. No.: 558'30-001
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S. The lien ofsupplemental taxes if any, assessed pursuant to Chapter lS commencing with �
Section 75 of the California Revenue and Taxation [ode.
�
| 6. The lien of special tax for the following community facilities district, which tax is collected with
the county taxes. �
District: COUNTY LIBRARY �
7. LACK OFA PUBLIC DEDICATED DR PRIVATELY GRANTED RIGHT OF ACCESS TOTHE
PROPERTY. |
8. The terms and provisions contained in the document entitled AGREEMENT CONCERNING AIR �
RIGHTS OVER PROPERTY, executed by and between RALPH W. AMES and WILLIAMS S.
� THOMPSON, recorded MARCH 28, 1946 in BOOK 1343, PAGE 63 of Official Records.
| 9. With respect to PENINSULA OPEN SPACE TRUST, A CALIFORNIA NON-PROFIT PUBLIC BENEFIT
| CORPORATION:
a. Acertificate of good standing of recent date issued by the Secretary of State of the
corporation's state ofdomicile.
b. A certified copy of a resolution of the Board of Directors authorizing the contemplated
transaction and designating which corporate officers shall have the power to execute on behalf of
| the corporation.
c. Other requirements which the Company may impose following its review of the material
required herein and other information which the Company may require.
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Order No.: 56007-919257-09 |
LEGAL DESCRIPTION
Real property in the unincorporated area of the County of SANTA CLARA, State of California,
described as follows:
PARCEL NO. 1
THE EAST ONE-HALF OF THE SOUTHWEST ONE-QUARTER OF THE NORTHWEST ONE-QUARTER
OF SECTION (10) IN TOWNSHIP NINE (9) SOUTH RANGE 1 WEST, MOUNT DIABLO BASE AND
MERIDIAN, AND CONTAINING 20 ACRES OF LAND.
PARCEL NO. 2
BEGINNING AT A POINT IN THE CENTER OF FRENCHMAN'S GULCH SO CALLED W. 10.74 CHS.
ANT FROM THE CORNER TO SECTIONS 3 4 9 AND 10 T. 9 S.N. 2W. AND RUNNING
DISTANT ,
THENCE ALONG THE LINE BETWEEN SAID SECTIONS 3, 4, 9 AND 10 EAST 40.74 CHS. TO A
STAKE THENCE AT RIGHT ANGLES S. 20 CHS. TO A STAKE,THENCE WESTERLY AND PARALLEL
TO THE FIRST NAMED LINE 21.20 CHS,TO A STAKE THENCE IN A NORTHWESTERLY
DIRECTION DOWN THE CENTER OF SAID FRENCHMAN'S GULCH TO THE POINT OF BEGINNING,
�/ ACRES MORE OR LESS AND BEING A PORTION OF THE NORTHWEST
CONTAINING 61 z C ,
QUARTER OF THE NORTHEAST QUARTER OF SECTION 9 AND A PORTION OF THE NORTHWEST
QUARTER OF THE NORTHWEST QUARTER AND THE WESTERLY ONE-HALF OF THE NORTHEAST
QUARTER OF THE NORTHWEST QUARTER OF SECTION 10 T. 9 S.N. 1 W., M.D.B. &M.
APN: 558-30-001
Page 4
Order No.: 56007-919257-09
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 bedisbursed:
1. Cash or wired funds--available or immediate dispersal after deposit in bank or
confirmation of receipt inaccount. 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 badisbursed. �
4. Drafts must becollected before they may be disbursed.
� North American lide Company will not be responsible for accruals of interest or other charges �
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resulting from compliance with the disbursement restrictions imposed by state law.
For Your Information, Our Wire Instructions Are:
� Wire To: Credit the Account of:
|
ComermaBank North American Tide Company i
' 2321 RoseoansAve Ste 5000 Bank Account No.: 1893560075 �
E N �6OO� 919257O9
BSegundo, CAAO�4S Escrow o. ' -
Routing No.: 121137522 8nanch/[ountyNo.: 56007
| Attn: SusanTrovatu �
° ACH FUNDS'Automatic Oeahng House
North American Title Company will not accept funds in the form of ACH transfers.
| 2. We�hisneport|spnaparahoryhothei�su�no�ofanALTALoanPo|icy. havenoknmw|edgeofany
�
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 [LTA endorsement form 116 or 116.2, if applicable will reference a(n)VACANT |
LAND known ayAPN: 558-30-001, [o|ifornia. '
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 asfollows:
� A document recorded APRIL30, I008 as INSTRUMENT NO. 19836372 of Official Records.
� From: 8ARBARAAMOORE SUCCESSOR '
' �
� MERRILL TRUST DATED NOVEM8ER22, ZOOS
�
To: BAR8ARAAMODRE, A MARRIED WOMAN AS HER SOLE AND SEPARATE
PROPERTY
� |
Adocument recorded APRIL3O, 2008 as INSTRUMENT NO. 19836373 of Official Records. �
From: GEORGE T MOORE, SPOUSE OF GRANTEE HEREIN �
To: RARBARAAMOORE, A MARRIED WOMAN AS HER SOLE AND SEPARATE
PROPERTY
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Page �
Order No.: 56007~919257-09
� A document recordL .?RIL3I200as INSTRUMENT NO. 198OC of Official Racdrdg.
� From: 8AR8AQAA. M0ORE, A MARRIED WOMAN AS HER SOLE AND SEPARATE
� PROPERTY
To: PENINSULA OPEN SPACE TRUST, A CALIFORNIA NON-PROFIT PUBLIC
BENEFIT CORPORATION
4. Short term rate applies.
� 5. The map attached, if any, may or may not bea survey uf 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.
6. North American Title Company, Inc.'s charges for recording the transaction documents include
� charges for services peMbnnad by North American Title Company, Inc., in addition tnan estimate
of payments tobe made to governmental agencies.
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Order No.: 56007-919257-09
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