HomeMy Public PortalAbout20090624 - Resolution - Board of Directors (BOD) Cover Sheet for Scanning by ECS
Originating Department General Manager
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Document Date: 6/24/2009
Document Type: Resolution
Preserve Name:
Keywords : POST Purchase Purisima Creek Redwoods
yw (no more than 4)
Project Name:
Project Number:
Vendor or Other Party:
Name (First):
Name (Last):
Address:
APN Number:
Document No. 09-19
Additional Field:
Additional Field:
Additional Field:Additional Field:
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RESOLUTION 09-19
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 (PURISIMA CREEK REDWOODS 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$10,000.00 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
to the closing or implementation of
re necessary or appropriate
of the Agreement or documents, which a ryg p
this transaction.
Section Six. The purpose of this Section is to enable the District to reimburse its general fund for the cost
The District wishes to finance certain of these real roe acquisitions and
of certain land acquisitions. property rty q
expects to use tax-exempt debt, such as bonds, but a tax-exempt financing is not cost-justified�ustified for the
District unless the principal rind al amount of the financing large is l a enough to justify the related financing costs.
Consequently, it is the District's practice to buy property with its general funds and, when a tax-exempt
financing is cost justified based on the aggregate value of acquisitions, to issue tax-exempt obligations to
needed for operating rati n
of general funds. These general funds are nee p g
r previous expenditures
reimburse itself fo pg
and other working capital needs of the District and are not intended to be used to finance property
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acquisitions on a long-term basis.
U.S. Income Tax Regulation Section 1.150-2 requires an issuer of tax-exempt debt to declare its intent to
use a portion of tax-exempt debt proceeds for reimbursement of expenditures prior to the payment of the
expenditures. Accordingly,the Board of Directors hereby declares its intent to issue tax-exempt
obligations in the maximum principal amount of$3,225,000.00 and to use a portion of the proceeds of the
obligations for reimbursement of District expenditures for acquisition of the POST Property that are paid
before the date of issuance of the obligation.
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RESOLUTION No.09-19
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on June 24, 2009 at a Regular Meeting thereof, by the following vote:
AYES: Mary Davey, Larry Hassett, Nonette Hanko, Pete Siemens,
Cecily Harris
NOES: None
ABSTAIN:
ABSENT: Jed Cyr, Curt Riffle
ATTEST: APPROVED:
Secret y 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.
In erim Distri IT
CERTIFICATE OF ACCEPTANCE
(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
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. 0 9—19 , adopted on June 24 , 2009 , and said District consents to recordation
thereof.
Dated 2009
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
By � � ✓c �e�
Pre dent, Board of Directors
A ST:
District Clerk
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/ PURCHASE AGREEMENTPOST BLUEBRUSH CANYON PROPERTY
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This Purchase Agreement(hereinafter called is made and entered into by
� and between PENINSULA OPEN SPACETRUST, a California non-profit, public benefit corporation,
(hereinafter called "PO8T"), and the M|Dy2N|Y4SUL/\ REGIONAL OPEN SPACE DlBTRlCT. upublic
district Kunmod pursuant to Article 3 o[Chapter 3 ofDivimion 5 of the California Public Resources Code,
| (hereinafter called "Diotric("). �
RECITALS
� WHEREAS, POST was organized as a non-profit, charitable corporation to solicit, receive '
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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 �
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WHEREAS, POST is the owner of certain real property which has open space and �
recreational value located within an unincorporated area of the County o[San Mateo and� ` i
� particularly described within the body of this Agreement; and '
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! WHEREAS, District was fortned by voter initiative to solicit and receive conveyances of' �
� real property by purchase, exchange, gift, or bargain purchase for preservation, public park, recreation, |
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� scenic and open space purposes; and
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WHEREAS, District desires to purchase said property for open space preservation and as
� part o[the ecological, recreational, m:mdhc/ic, and natural resources nfthe midpenin*u|aorcu and
| WHEREAS, POST out ofo desire to promote public welfare, and share the nuNru| and
scenic beauty and enjoyment of1heirpvopertywi(htheci|izenaof the nnidpcuinmu|a area, hereby agrees |u
sell and convey the entirety of said property to District, and District wishes to purchase said property upon
� the terms and conditions set forth herein.
AGREEMENT
N()VV, T1 IEKPF()KE. in consideration o[the foregoing recitals and the mutual promises �
and covenants herein contained, the panics hereto agree oe6o||o*s:
i. Purchase and Sale. POST agrees to sell to District and District agrees to purchase from �
POST, P0S1`a real property located within an unincorporated area of the County ofSan Mateo, State of' �
California, containing approximately two hundred fifty-nine and ninety-two hundredths(25492)acres,
� more orless, and commonly referred tous San Mateo County Assessor's Parcel Number U66-230-06O.
� Said real property is further described in the Legal Description contained in Preliminary Report number /
0360007722 |iom ()|d Republic Title Company dated May 12, 2009. /\ copy ofsaid Preliminary Report is
' attached hereto uaExhibit A, and incorporated herein by this reference. Said property ixtohcconveyed
together with any casements, rights of way, or rights of use which may be appurtenant or attributable to the |
uk/rcymid lands and any and all improvements attached nraffixed thereto. All of said rcu| property and
appurtenances sliall hereinafter be called the "Subject Property" or the "Property."
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2. Purchase Price. The total i ("yxrchusePdcc") for the Property shall bcThree
Million Two Hundred Twenty-five Thousand Dollars($3),225,000.00), which shall be paid in cash at tile
"C|oming" uu defined in Section 3hereof.
3. Escrow. Promptly upon execution o[this Agreement, in accordance with Section 12 �
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herein, an escrow shall be opened at Old Republic Title Company, 796 EI Camino Real, Suite B, Sail
| Carlos, CA94870 (65O) 59|-6702 (Escrow number 036O007722)ur other title company acceptable to |
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, District and POST(hereinafter"Escrow Holder")through which the purchase and sale of the Property shall |
� be consummated. & fu||v executed copy o/thia Agreement shall be deposited with Escrow Holder to serve �
! as escrow instructions to Escrow Do|dcrpvovidcd that the parties shall execute nuoh additional |
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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 0u the terms of �
! this Agreement, the documents and monies to be deposited into the escrow ax herein provided, with the i
following terms and conditions to apply to said escrow: |
| A. The time provided for in the escrow for the close thereof shall be on or before |
June 3O, 20U9, provided ho*cvccthat the panicumuy, hvvvhmcnaArcomucnt, extend the dmcfor(�|oxing.
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' The 0cnn "Closing" as used herein *hu|| be deemed to be the date when Escrow Holder causes tile Grant
| Deed (as defined below)to be recorded in tile Office of the County Recorder ot'San Mateo County.
/ B. POST and District shall,during the escrow period, execute any and all documents
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� and perform any and all acts reasonably necessary or appropriate to consummate tile purchase and sale
| pursuant tuthe terms of this Agreement.
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C. POST shall deposit into the escrow, oil nr before the Closing:
(i) Adu|y executed and recordable Grant Deed, covering the Property ua
described in yuidF,xhi6iLA.
(ii) A duly executed Assignment o[Lease and 8ccuriiy Deposit, in the form
attached to this Agreement as Exhibit B, assigning to District P08T`u in(cncmt as lessor in the Agricultural
� Lease between POST and Toni Pacheco, as identified in Subsection TC below.
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(iii) POST shall deliver vu District o duly executed Tenant Estoppel Certificate
from Tom Pacheco(agricultural |emocc) in substantially the same the Kzron set out iu Exhibit{C, attached
� hereto and incorporated b9 this rcfLrcnoc, or such other form aois acceptable toDisoict.
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< D. District shall deposit into the escrow, oil ur before the Closing:
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(i) The required Certificate o[Acceptance for the Grant Dcmd, duk/uxuuuk�
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� bvD���iand1obodutcduoofthc [kmi �
� (ii) District's check payable N Escrow Holder bn the amount of
� Three Million Two Hundred Twenty-four Thousand Dollars($3,224'00U.8O). The $|,OOO.UO balance of' |
� the Purchase Price is paid into escrow as a deposit in accordance with Section |2of this Agreement. |
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E. District shall pay the escrow fees,thcCLJA Standard Policy of Title Insurance, if
required bv District, and all recording costs and fees. All other costs or expenses not otherwise provided
hnr in this &grucnocn( mhx|| be apportioned or allocated between District and POST in the manner �
customary in San Mateo County. All current property taxes oil the Property shall hc pro-rated through �
escrow between District and P()S'[uyuf tile Closing hmscJ upon the latest available tax information using �
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the customary escrow procedures.
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F. POST shall cause Old Republic Title Company, or other title company acceptable |
� to District and POST, to be prepared and committed to deliver to District, aC[T& Standard Pu|iuyu[Tidc
Insurance, dated as of tile Closing, insuring District in the amount of$3,225,0U0.80 for the Property |
� ahowin�title to the Propcdyvogcdin fee simp\einUis1zict, su6icct only to: (i)cuornt real p,opcdytaxes;
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� (ii)exception numbers 4` 5, 6, 7 and 8 as listed in Preliminary Report No. 0360007722 dated May 12.
| 2009; and (iii)auob additional title exceptions as may be approved in writing by District prior tothe
� Closing usdetermined by District in its sole and uhxo|utc discretion.
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, 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 ofAcceptance tobe recorded hn the Office o[|hc
County Recorder of San Mateo County. Upon the Closing, Escrow Holder shall cause\obe delivered to
District tile original of the policy of title insurance required herein, and to POST Escrow Holder's check foi-
the [u|| PurcbuacPriocofthe Subject Property(less POST's portion of the expenses described in Section
3.E.), and to District or POST, as the case may be, all other documents or instruments which are to be
| delivered to them. In \hc event tile escrow terminates am provided herein, Escrow Holder shall re/urn all
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monies, documents or other things ufvu|ucdcposiVcd in the escrow k/tile party depositing tile same.
| 4. . District shall pert-nit POSl'(o
reserve the right to specially recognize "Significant Supporters"(as such tmnn is defined in and in �
� compliance with the criteria set out in District's "Policies for Site Naming and {]iM Recognition"as are in
� effect asof the date of this Agreement and as such may hereinafter be amended from time to time) by the |
| naming in a manner desired by a Significant Supporter(s)and acceptable to POST and District, District's
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/ consent not to be unreasonably withheld, oFuspecific location, land formation, trail, natural and physical |
feature, or other area of significance within the Property. POST may exercise this reservation by stating in /
writing to District its request for such recognition on or before five(5)years following the Closing. Such
recognition shall be on plaques or small signs, which shall be unobtrusive and consistent with the purpose
for which District is acquiring tile Property including the preservation of public open space and natural
habitat. Any and all costs associated with the installation, rcpuir, and maintenance o[Such recognition |
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p|mquemorsignxshuUbchmrnebvPn8T. ThimcovcnuotnhaUou(nnouiicuUyteoninatcfivc(5)ycursbnm
the date of Closing, except that POST's duty to repair and maintain such plaques or signs as have been
installed shall survive the termination of this covenant. |
5. . Upon the close ofescrow |
� hereof, PO8[ogrcemmo grant District a License(the"Access License") for access across P(lST`mmUoining
� "^Lobi|os Ridge Pnmperty"solely for the purposes of gaining access\othe Property for patrol, resource |
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! nounu8mmcn{, maintenance, and cnmergenoy response purposes. PUST`a [nbitos Ridge Property iymore
' commonly referred to and described herein as San Mateo County Assessor's Parcel Number 066-230-030.
� The term ofthe Access License shall commence oil the date of its execution by both POST and District and �
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shall terminate upon District's purchase of the Lobitos Ridge Property frorn POST, or within five(5)years
� of the close of escrow of District's purchase of the Property, whichever event occurs first. |
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6. RiWits and Liabilities of the Parties in the Event of Termination. ln the event this
Agreement is terminated and escrow is canceled for any reason, all parties shall be excused frorn any
further obligations hereunder, except oa otherwise provided herein. Upon any such termination oCescrow,
all parties hereto shall be jointly and severally liable to Escrow Holder for payment of its title and escrow
cancellation charges (subject to rights of subrogation against any party whose fault may have caused such
termination of escrow), and each party expressly reserves any other rights and remedies which it may have
against any other party by reason ofuwrongful termination u,failure to close escrow.
| 7. . For the purpose o[con*unmmu1ing tile sale and
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purchase ofthe Property in accordance herewith, POST makes the following representations and warranties
to District, which mba|| survive close o[escrow, each ufwhich is material and im being relied upon by
� District: |
A. Authority. POST has the full right, power and authority 10 enter into this |
' Agreement and to perform the transactions contemplated hereunder. |
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' B. Valid and Bindiny,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 o[POST sufficient{o convey to District tile
� Subject Property described therein, and are enforceable in accordance with their respective terms and do �
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| not violate any provisions of any agreement 8owhich POST iau party orbv which POST may he bound or
any articles, bylaws orcorporate resolutions of POST. |
C. Leases. �
� (i) Agricultural Lease. POST has delivered »o District u true, accurate, and |
| complete copy of the Agricultural Lease between Tom Pacheco and POST dated July 11, 2007, attached
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hereto as Exhibit B-| to Exhibit of this Agreement, and incorporated bv this reference. Except us set out \
� in Subsection (ii) 6z|ow` there are no other written or oral |cuyes^ ouhicuscs, licenses, occupancies, or �
! tenancies in effect pertaining/othe Property. The Agricultural Lcuuc is in [u|| force and effect; no party to |
the Agricultural [cusc is in default under its terms; and the Agricultural [,case im not subject 1oany
defenses, setoffs, or counterclaims 5»rthe benefit nf any tenant; and no rent has been prepaid nor
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ounuooaionm given|u any tenant under the &gdcu|{uuu| Lease except if as disclosed therein. To POST`x �
knowledge, no POST
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not modify, cancel, amend, nr extend dzc &g7iouhuru\ Leuse ur waive any rightsuudcrthcA&/icu|turu|
Lease, or enter into any new tenant lease between the date POST executes this Agreement and the Closing
Date without District's prior written approval. POST is in full compliance with all of the landlord's
obligations under the Agricultural Lease.
(i i) Residential Rental Av-reernent. POST has delivered to District ail
accurate copy ofthe Residential Rental Agreement dated February 7, 2007 between POST as I,andiord and
Gil Dubois and Beverly Monroe as Tenants ofthe residential premises located on the Property at 2')10
Purisima Creek Road, Half Moon Bay, California. POSTcovenants that it will deliver to Tenants a thirty-
day notice of termination of tile Residential Rental Agreement promptly upon execution of this Agreement
by POST so that the Residential Rental Agreement shall be terminated no later than the Closing Date.
� ° Waiver of Relocation Benefits and Statutory Compensation. POST and ~.~^.._^
benefitsunderstand and agree that POST may be entitled to receive certain relocation d 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), tile Uniform Relocation Act
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/\mcndmentaofl907 (Puh|icLov/ |0O-|7), llde [VmfdleSurfaceTrmnspouo1ionund0niKunnRckoouion
Assistance Act of|9Q7 (\O| Statutes, 246-256)(42D.8.C. '460l c/smgJ, and the California Relocation
Assistance Act, Government Code Section 7260c/seq. POST hereby waives any and all existing and/or
future claims urrights POST may have tm any relocation assistance, benefits, procedures, or policies um �
provided in said |av/u or regulations adopted thereunder and to any other compensation, except as provided
in this Agreement. POST has been advised ua|othe extent and availability of such benefits, procedures,
notice periods, and assistance, and freely and knowingly waives such claims, rights and notice periods
� except ue set forth in this Agreement, including the fair market value ofsaid Property, as provided for by
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' said Federal Law and any similar California Law.
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9. This yu|c is made without representation nrwarranty by POST,
except asexpressly set forth in this Agreement. District represents, warrants, acknowledges and agrees that
) it has had full and ample opportunity prior to the execution of this Agreement to investigate the Property
including, hu� ncxiinuitcdh` the the absence �
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| improvements thereon; and that District shall purchase the Property AS-IS WITH ALI, FAULTS.
| lO. Hazardous Waste.
| A. Definitions. Tile term "Hazardous YVaate," us used herein, means any substance, |
| material or other thing regulated by or pursuant to any federal, state or local environmental law by reason |
of its potential for harm to human health or the environment because of its flammability,toxicity, |
� ,ouodviry, corrosiveness Tb��cnn "Bm�urdmus �Voobc" a|soinc|udcy"/i�hout |imi\udun,
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polychlorinated hiphcny|y, benzene, asbestos, petroleum, pe\nz|cummbv-p,oducts, gas, gas liquids and lead. |
The term "Environmental [on" as used herein includes, without limitation, the Comprehensive |
Environmental Response, Compensation and Liability Act o[|980(42U.8.C. ScctimnP60| o/xeq.)and
the Resource Conservation and Recovery Act(42U.S.C. Section 69U| u/sug.) �
B. . For the purpose of consummating the sale and |
purchase of the Property, POST makes the following representations and warranties to District, which shall
Survive close o/emcvow each is is upon by, �
(i) Tn9DST`mknowledge the Property does not contain and has not
previously contained any Hazardous Waste or underground storage tanks, and no Hazardous Waste has /
been or is being used, manufactured, handled, generated, stored, treated, discharged, present, buried or �
disposed Of 011, under or about tile Property, or transported to or from tile Property, nor has POST i
undertaken, permitted, authorized nr suffered any of the foregoing; �
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(ii) 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 determined, alleged or commenced or threatened to commence any litigation, or other �
� proceedings,, , , , , `
tile Property, or the use, manufacture, handling, generation, storage, treatment, discharge, burial or
! disposal oil, under �
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' VVuate' nor has PO8Trcccived any communication hnm any such person or governmental agency or
authority concerning any such matters.
� C. Indemnily. POST 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, k`the extent a,i*inghnm �
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any breach of the warranties or representations contained herein. pO8T`y obligation io indemnify, defend
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| and hold harmless pursuant 0m this Section |0 shall not apply where, based on its own inspections, testing, �
| evaluations and knowledge of the Property, District knew or had reason to know of the existence of any �
Hazardous Waste or underground storage tanks on, under, or about the Property prior to tile Closing.
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| |L Miscellaneous Provisions. /
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/ A. Access for Inyestig4tions. [rom the date POST delivers un executed copy o[this
Purchase Agreement to District and until the Closing, District and District's agents, lender, contractors,
engineers, consultants, employees, subcontractors and other representatives("District Parties") may, upon
the giving of reasonable advance written notice to POST, enter upon the Property for the purpose of
inspecting, testing and evaluating the sumc; provided, however, that District may not perform any work oil
the Property without POST's prior written consent, which shall not be unreasonably withheld or delayed
and further provided that District shall give POST at least 24 hours` prior notice of each proposed entry by
District. District shall indemnify, protect, defend and hold POST free and harmless from and against any �
and all claims, actions, causes of action, suits, proceedings, costs, expenses(including, without limitation, �
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rcuaoouh|e uttonmcyu` fees and costs), liabilities, dmnagca, and liens caused hv the activities ofDistrict |
Parties while upon the Property prior to the Closing; provided, however, the foregoing indemnity shall not /
cover or include any clairns, darnages or liens resulting frorn District's discovery of any Hazardous Waste |
or other pre-existing adverse conditions pursuant to its inspections, testing or evaluation. District's |
inspections shall bcut District's sole expense. District shall repair any damage tothe Property that may 6c
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caused by District Parties while oil the Property performing its inspections.
B. Choice of Law. The internal laws ufthe State of California, regardless nfany
choice of law principles, shall govern the validity of this Agreement, the construction of its tenris and the
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� interpretation of the rights and duties ofthe parties.
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� C. Amendment and Waiver. The parties hereto may bv mutual written agreement |
� amend this Agreement in any respect. Any party hereto may: (i) waive any inaccuracies inrepresentations
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and v/uromtics made by the other party contained in this Agreement or in any dmcuxncntsdc|ivcrcd
pursuant hereto; (ii) waive compliance by the other party with any of the covenants contained in this |
Agreement or the performance of any obligations of the other party; or(iii)waive the fulfillment ofarly |
condition that is precedent to the performance by such party of any of its obligations under this Agreement.
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'File District's General Manager is authorized to take any actions and execute any documents necessary or
appropriate toclosing escrow and completing this conveyance. Any agreement on the part of any party for |
any such amendment,extension or waiver must hoinwriting. |
D. . Each and all of tile various rights, powers and remedies o[tile
parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies |
which tile parties may have at law or in equity in the event of the breach of any of the terms of this �
/\grccmonL The exercise or partial exercise of any right, power or remedy shall neither constitute the
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exclusive election thereof nor tile waiver o[uny other right, power or remedy available toSuch puny.
� E. Notices. Whenever any party hereto desires nris required to give ally notice, �
demand or each� , , �
� be in writing and shall be deerned to have been validly served, given or delivered at the time stated below if
deposited in the United States ouuiL registered or certified and return vcucipi requested, with proper postage |
prepaid, or if delivered by Federal Express or other private messenger, courier o,other delivery service or |
sent by facsimile transmission by telex, tc|ccopy, telegraph nr cable nr other similar electronic nncdium, |
addressed aa indicated uyfollows:
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� POST: Peninsula Open Space Trust
` 222 High Street
/ Palo Alto, C& 94]0|
Attn: Audrey Rust, President
TEL: (650) 054'7696
� F/\}(: (650) 854-7703
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District: N3idpcnioau|a Regional Open Space District |
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� 33UDistelCircle
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| Los Altos, C/\ 94O22 /
8Un' {��n�ru| ��unu�cr |
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| T2[�� (650)691-1200
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� [&){: (650)641-0485 /
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{f sent�� ��imi�m�mmb� o���� m��m� � � ���i� wmbhd
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� notice shall promptly be sent by mail (in the manner provided above)to the addressee. Service o[any Such
communication made only bv mail shall bcdecnned complete oil the date of actual delivery ue indicated by |
the udduomec'y registry orcertification receipt o,u1the expiration o/the third (]od) business day after the �
date o[mnui|ing, whichever is earlier intime. Either party hereto may from time to time, by notice in
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writing served upon tile other uaaforesaid, designate udiDe,cnt nuui|ing address mru different person k»
which such notices or demands are thereafter to bo addressed ordelivered. Nothing contained in this |
Agreement shall excuse either party finm giving oral notice 1n the other when prompt notification is |
appropriate, but any o,u| notice given mhu|| oo(nuUio[v/hc requirement ofwritten notice as provided in this
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Section.
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F. Severability. lf any of the provisions ofthis Agreement are bcN to be void or /
unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision of �
which is binding upon the parties, the parties agree that such determination shall not result in tile nullity or |
�
uucnfonccubi|hvo[the remaining portions of this Agreement. The parties further agree 0o replace Such .
void orunenforceable 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 bc executed in separate counterparts,each of' �
which shall bc deemed nwun original, and when executed, separately ork`oc|h�r, ahuUoonm�ho\� usio&|c �
~ �
original instrument, effective in tile same manner as if the parties had executed one and the sarne �
instrument. |
|
B. Waiver. No waiver of any term, provision orcondition of this Agreement, �
whether hv conduct orotherwise, in any one ormore instances, ohuU be deemed to be, or be construed as, u /
further or continuing waiver ofany such term, provision or condition oromn waiver n[any other term, |
provision or condition nf this Agreement.
/
i Entire Agreement. This Agreement io intended bv1hepmrticatobedbcGnu| '
expression of their agreement; it embodies the entire agreement and understanding between t6c parties
hereto; it constitutes ou000p|etc and exclusive statement o[the terms and conditions thereof, and it �
|
supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings
| relating k/the mumcsu -�edmatter. i
�
� !
| �
� \
7
|
�
� >
�
�
J. Time of Essence. Time is of the essence of each provision of this Agreement in
which time is an element.
K. Survival of Covenants. All covenants of District or POST which are expressly
intended hereunder to be performed in whole or in part after the Closing, and all representations and
warranties by either party to the other, shall survive the Closing according to their terms and conditions,
and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs,
successors and permitted assigns.
L. Ass4-)rniient. Except as expressly permitted herein, neither party to this
Agreement shall assign its rights or obligations Linder 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 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 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 elfective and binding, to the extent permitted by law, on
the successors and permitted assigns of the parties hereto.
O. Captions. Captions are provided herein for convenience only and they form no
part of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement,
nor as evidence of the intention of the parties hereto.
P. Pronoun References. In this Agreement, if it be appropriate, the use of the
singular shall include the plural, and the plural shall include the singular, and the use of any gender shall
include all other genders as appropriate.
Q. Arbitration of Dilutes. 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'fills
8
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 42Y` DISTRICT INITIAL Q
12. Acceptance. Provided that this Agreement is executed by POST and delivered to District
on or before June 12, 2009, District shall have until midnight June 26, 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
escrow and POST acknowledges receipt of the sum of One Thousand Dollars and No/]00($1,000.00),
which shall be applied to the Purchase Price as set forth in Section 2 hereof.
Provided that this Agreement is accepted by District,this transaction shall close as soon as
practicable in accordance with the terms and conditions set forth herein.
HI
HI
HI
HI
HI
1H
1H
1H
HI
1H
Ill
HI
HI
HI
lJI
1H
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized officers,to be effective as of the date of final execution by District in accordance with the terms
hereof(the"Effective Date").
DISTRICT: POST:
MIDPENINSULA REGIONAL OPEN PENINSULA OPEN SPACE TRUST,
SPACE DISTRICT a California non-profit, public benefit
i corporation
APPROVED AND ACCEPTED:
fN() �LtcHanko, President, Board 9Qff Directors Audrey C. Rust, P ' ent
Date eWte
AT ST:
�V' d
I
Anna Jatczak, Inte ' strict Cl rk
ACCEPTED FOR RE ME
DATION
� C I
Michael C. Williams, Real Property Manager
APPROVED AS TO FORM:
Susan M. Schectman,General Counsel
RECOMMENDED FOR APPROVAL:
Steph E. Abbors, General Manager
10
EXHIBIT A
OLD REPUBLIC 796 El Camino Real, Suite B
San Carlos, CA 94070
T I T L F. C 0 M P A N Y (650) 591-6782 Fax: (650) 591-6789
PRELIMINARY REPORT
Issued for the sole use of: FIRST AMENDED REPORT
MIDPENINSULA REGIONAL OPEN SPACE DIS Our Order Number 0360007722-SG
330 DISTEL CIRCLE
LOS ALTOS, CA 94022
When Replying Please Contact:
Buyer: Susan Goulet
MIDPENINSULA REGIONAL OPEN SPACE DIS (650) 591-6782
Property Address:
2310 Purisima Creek Road, Half Moon Bay, CA 94019
In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY hereby reports
that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and
the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or
encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules,
conditions and Stipulations of said 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 of 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 Homeowner's Policy of Title Insurance which establish a
Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the Policy
forms should be read.They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this
report carefully.The exceptions and exclusions are meant to provide you with notice of matters which are not covered
under the terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of title and may
not list all liens,defects,and encumbrances affecting title to the land.
This report(and any supplements or amendments hereto)is issued solely for the purpose of facilitating the issuance of a policy of title
insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance,
a Binder or Commitment should be requested.
Dated as of May 12, 2009, at 7:30 AM
OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to, See Attached
Page 1 of 5 Pages
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360007722-SG
FIRST AMENDED REPORT
The form of policy of title insurance contemplated by this report is:
CLTA Standard Coverage Policy - 1990. A specific request should be made if another form or
additional coverage is desired.
The estate or interest in the land hereinafter described or referred or covered by this Report is:
Fee as to Parcel(s) One and an Easement as to Parcel(s) Two and Three
Title to said estate or interest at the date hereof is vested in:
Peninsula Open Space Trust, a California non-profit public benefit corporation
The land referred to in this Report is situated in the County of San Mateo, City of Half Moon Bay, State of California,and is
described as follows:
PARCEL ONE:
PARCEL "C", as delineated upon that certain Map entitled "PARCEL MAP OF A RESUBDIVISION OF PORTIONS
OF SECTIONS 10 AND 11, T 6 S., R5W, M. D. B. & M. AND A PORTION OF THE PURISIMA RANCHO AS
DESCRIBED IN VOLUME 5887 ON PAGE 84, SAN MATEO COUNTY, CALIFORNIA", filed for record in the Office
of the Recorder of the County of San Mateo, State of California, on February 25th, 1976 in Book 30 of
Maps, at Pages 34 and 35.
PARCEL TWO:
A NON-EXCLUSIVE EASEMENT for public utilities, vehicular passage foot passage and live stock passage over
the following described property: A strip of land with a uniform width of 25 feet lying adjacent to and
measured, at right angles, Southwesterly from a line which begins at a point in the center line of County Road
No. 41, commonly known as Purissima Creek Road, distant the following courses and distances from the
corner common to Section 2, 3, 10 and 11, Township 6 South, Range 5 West, Mount Diablo Base and
Meridian, to-wit; Easterly along the line dividing said Sections 2 and 11, a distance of 1220 feet to the line
dividing Lots 1 and 2 in said Section 11; thence Southerly, along said line dividing Lots 1 and 2, 847.81 feet,
more or less, to a point in the center line of County Road No. 41, commonly known as Purissima Creek Road,
from which point a nail and shiner bears North 740 05' East 1.09 feet; thence from said point along said center
line of said Purissima Creek Road the following courses and distances: South 740 05' West 108.21 feet to a
point marked a nail and shiner; thence South 790 24' 30" West 268.10 feet to a point marked by a nail and
shiner; thence South 690 31' West 269.59 feet to a point marked by a nail and shiner; thence South 441 29'
50" West 1556.13 feet to the true point of beginning of the line to be described; thence from said true point of
beginning South 420 08' East 255.28 feet, more or less to a point in the center line of Purissima Creek. Said 25
foot strip of land shall extend from it's entire width from the center line of said Purissima Creek Road to the
center line of Purissima Creek. Said Easement is appurtenant to a Parcel One and was created by that certain
Deed dated August 7, 1963 and recorded August 12, 1963 under File No. 26448-W (Book 4523 of Official
Records at page 483), Records of San Mateo County, California.
PARCEL THREE:
A non-exclusive easement for ingress and egress over a portion of Parcel B as shown on that certain map
entitled "PARCEL MAP OF A RESUBDIVISION OF PORTIONS OF SECTIONS 10 AND 11, T65, R5W, M.D.B. & M.
AND A PORTION OF THE PURISIMA RANCHO AS DESCRIBED IN VOLUME 5887, OFFICIAL RECORDS, PAGE
Page 2 of 5 Pages
nPT7IrR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360007722-SG
FIRST AMENDED REPORT
84, SAN MATEO COUNTY, CALIFORNIA", filed in the office of the County Recorder of San Mateo County, State
of California on February 26, 1976 in Volume 30 of Parcel Maps at pages 34 and 35; said portion being a strip
of land 25 feet in width the centerline of which is more particularly described as follows: Beginning at a point
on the Northwesterly line of said Parcel B distant thereon North 441 29' 50" East 259.15 feet from the most
Westerly corner of said Parcel B; thence from said point of beginning and leaving said Northwesterly line South
351 15' 29" East 135.46 feet; thence South 80 15' 42" East 96.40 feet; thence South 120 30' 55" East 50.65
feet; thence South 130 13' 24" East 34.74 feet; thence South 120 00' 33" East 30.74 feet; thence South 210
16' 33" East 117.25 feet; thence South 240 55' 08" East 155.04 feet; thence South 140 00' 23" West 65.89
feet; thence South 370 34' 44" West 6.92 feet more or less to a point on the Southwesterly line of said Parcel
B distant thereon South 400 26' 15" East 596.20 feet from the most Westerly corner of said Parcel B, said
point being the terminus of the herein described centerline. The sidelines of said strip to be lengthened or
shortened so as to provide a continuous 25 foot wide easement extending from the Northwesterly line of said
Parcel B to the Southwesterly line thereof. Said easement is to be appurtenant to and for the benefit of Parcel
C of said Parcel Map, and was created in the Deed executed by Christine Glynn, Christine Glynn, a married
woman, as her sole and separate property, recorded September 11, 1986 in Official Records under Recorder's
Serial Number 86110841.
APN: 066-230-060 JPN 066-023-230-01 & 02 A
R/W 066-023-230-01.01 A
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows:
1. Taxes and assessments, general and special, for the fiscal year 2009 - 2010, a lien, but not
yet due or payable.
2. Taxes and assessments, general and special, for the fiscal year 2008 - 2009, as follows:
Assessor's Parcel No 066-230-060
Code No. 87-020
1st Installment $8,182.32 Marked Paid
2nd Installment $8,182.32 Marked Paid
Land Value $3,173,220.00
Imp. Value $182,070.00
Exemption $1,830,630.00
3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et
seq., of the Revenue and Taxation Code of the State of California.
4. Any easement for water course over that portion of said land lying within the banks of
Purisima Creek and Lobitos Creek and any changes in the boundary lines of said land that
have occurred or may hereafter occur from the natural causes.
Page 3 of 5 Pages
nPT 21 SR-A
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360007722-SG
FIRST AMENDED REPORT
5. Any right, title, claims, or other interest, and such rights as may be incidental thereto,
whether or not shown by the public records to the waters of Purisima Creek and Lobitos
Creek.
6. Rights of the public, County and/or City, in and to that portion of said land lying within the
lines of Purisima Creek Road.
7. Purisima Creek Adjustication, issued out of the Superior Court of the State of California in
and for the County of San Mateo, Case No. 278007, in the matter of the Determination of
the rights of the Various Claimants to the Water of Purisima Creek Stream System in San
Mateo County, California, a certified copy of which recorded May 30, 1985, Series No.
85053512, Official Records, and a modification of said Adjustication recorded November 18,
1985, Series No. 85122793, Official Records. Upon the terms and conditions contained
therein. Affects this and other property. Reference is hereby made to the Official Records for
particulars. Orders Amending the 1985 Modified and Amended Decree, recorded June 6,
1988, under Recorder's Serial No. 88085371 and 89073766, Official Records, and recorded
February 1, 1996, under Recorder's Serial No. 96012466, Official Records.
8. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Instrument Deed
Granted to Great Western Power Company of California, a California
corporation
For poles &wires
Dated August 11th, 1928
Recorded December 20th, 1928 in Book 390 of Official Records, Page 240
Affects The exact width & location are not disclosed of record All interest
under the foregoing right of way has passed to Pacific Gas and
Electric Company, a corporation.
-------------------- Informational Notes -------------------
A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears
to be section(s) 1.1.
Page 4 of 5 Pages
nu7 zsu-a
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0360007722-SG
FIRST AMENDED REPORT
B. The above numbered report (including any supplements or amendments thereto) is hereby
modified and/or supplemented to reflect the following additional items relating to the
issuance of an American Land Title Association loan form policy:
NONE
NOTE: Our investigation has been completed and there is located on said land a single family
residence known as 2310 Purisima Creek Road, Half Moon Bay, CA 94019.
The ALTA loan policy, when issued, will contain the CLTA 100 Endorsement and 116 series
Endorsement.
Unless shown elsewhere in the body of this report, there appear of record no transfers or
agreements to transfer the land described herein within the last three years prior to the date
hereof, except as follows:
Grant Deed executed by Anthony Michael De Cesare, as Trustee of the Mary Mabel Marsh
Testamentary Trust, as to an undivided 1/2 interest; and Anthony M. De Cesare, as Trustee
of the De Cesare Family Trust, as to an undivided 1/2 interest to Peninsula Open Space
Trust, a California non-profit public benefit corporation recorded February 2, 2006 in Official
Records under Recorder's Serial Number 2006-016574.
O.N.
JC/ss
Update
eb
Page 5 of 5 Pages
()PT-41 SR-R
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Y PARCEL ANP VOL 30134-•35
ML ASSESSOR'S MAP g9umTY OF SAAr MATED.CALF. "4
NOTICE...This is neither a plat nor a survey,It is
furnished merely as a convenience to aid you in
locating the land indicated hereon with reference
to streets and other land. No liability is assumed
by reason of any reliance hereon.
| ,
. . . . ^
�
EXHIBIT B
ASSIGNMENT OF LEASE AND SECURITY DEPOSIT
This Assignment of Lease and Security Deposit (^/\osignmcnt-) is entered into aso[__________
20O9 between Peninsula Open Space Trust(`^P()Sl-')` a California non-profit public benefit
corporation (^`&axignor")und Midpcninau|a BzQionu| Open Space District("District"), u California special
district("Assignee").
RECITALS
A. Assignor and Assignee have entered into a Purchase Agreement(^^/\grcenmcnt`)dated
_________
2009 in which Assignee has agreed to acquire real property known as Blue Brush
Canyon Ranch, located in all unincorporated area o[the County ofSan Mateo, State of California
� (-Property"), Assessor's Parcel Number 066-23O'06O, and more particularly described in Exhibit/Ao[the
/\gvccmenC
B. Assignor has previously entered into an Agricultural Lease botvvucu POST and Tom Pacheco dated
July 11, 2007, a copy of which is attached hereto as Exhibit B, and incorporated in this Assignment(tile
^^[cuac`).
� C. Assignor has accepted and retained any required security deposit("Security Deposit) frorn tenants
Linder the lxruse in the amount set forth in uVouhud Exhibit B and incorporated in this /\smi8omcn/.
/ D. Pursuant to the Agreement, Assignor has agreed to assign to Assignee all right, title, and interest in
. the Lease and tile Security Deposit, and Assignee has agreed to assurne all Assignor's obligations Linder tile
/ icusc.
/
� For good �
. _ �
�
�
�
SECTION 1. ASSIGNMENT
�
� Assignor assi all right title, interest, and obligations in the I-eumc and tile Security Deposit to Assignee �
� effective upon tile date of close of escrow for the purchase of the Property from Assignor byAssignee, �
� which shall bc the effective date of this Assignment. �
�
SECTION 2. NOTICE TO TENANTS
Following the execution of the Agreernent, Assignor shall give notice to the tenants under the Lease that
Assignee has entered into the Agreement to purchase the Property and has been assigned the landlord's
� interest in the Lease.
SECTION 3. ASSUMPTIONS
�
� Assignee assumes all the |und|orJ`u obligations, duties, responsibilities, and liabilities under the Lease
which arise or are to be performed after the efilective date of this Assignment(i.e., those obligations which
do not arise out o[conduc|, acts or [ui|uncu to act, circumstances or events taking place prior to the cMechve
date uf this /kysignmmcnu.
I
. ' . .
` ^
SECTION 4. ASSIGNOR'S COVENANTS
� Assignor o[hmknon�duoUxudhulzx�c � in6uOK`neandcAec . Assignor further
� � ~
� covenants to the best ofits knowledge that there are no defaults under the Leasc.
� SECTION 5. INDEMNITY
�
� A. Assignor shall indemnify and defend Assignee againstund hold /\aaigncc hurn`|uma from all claims,
� demands, liabilities, losses, damages, costs and expenses, including, Without limitation, reasonable
attorneys` fees and disbursements(collectively"Claims")caused by any failure by Assignor to perform any
of its obligations under the Lease(as landlord) prior tu the date of this Assignment or any breach o[dhe
� Lease occurring prior tu the effective date nf|hisAssignment. �
� B. Except as set forth in the preceding paragraph, Assignee shall indernnitv and defend Assignor �
against and hold Assignor harmless from any Claims caused by Assignee's failure to perform any of its
� obligations under the Luouc (as landlord)on or after the effective Ju1c of this Assignment(i.e.,Jn not arise �
� out of conduct, acts or failures to act, circumstances or events taking place prior to the effective date ofthis
� Assignment)and during tile period of Assignee's ownership of the real property subject to the Lease.
SECTION 6. SUCCESSORS
�
� This Assignment shall be binding on and inure to the benefit of the pat-ties to it, their heirs, executors, �
administrators, successors in interest, and assigns. �
� SECTION 7. SEVERABILITY /
�
� If any term or provision of this Assignment shall be held invalid or unenforceable,the remainder of this
�
� Assignment shall not heaffected.
SECTION 8. WAIVERS
�
No waiver mbreach of any covenant or provision shall beJeemed o waiver o[any other covenant or
provision, and no waiver shall be valid unless in writing and executed by the waiving party.
SECTION 9. CONSTRUCTION
Headings are solely for the parties' convenience, and are not a part of this Assignment, and shall not be
used to interpret this Assignment. The singular fhnn shall include plural and vice*cmm. This Assignment
shall not be construed as if it had been prepared by one ofthe parties, but rather as if both parties have
prepared it. Unless otherwise indicated, all references io sections are to this Assignment.
SECTION 10. COUNTERPARTS
This Assignment may he executed in one o,more Counterparts, each of which shall he deemed anoriginal
i
and all o[which taken togethershall constitute one and the same instrument.
|
� This Assignment may not be amended or altered except by a written instrument executed by Assignor and
�
Assignee.
|
|
�
|
|
| 2 �
|
SECTION II. FURTHER ASSURANCES
Whenever requested to do so by the other party, each party shall execute, acknowledge, and deliver any
further conveyances, assignments, confirmations, satisfactions, releases, powers of attorney, instruments of
further assurance, approvals, consents, and any further instruments or documents that are necessary,
expedient, or proper to complete any conveyances, transfers, or assignments contemplated by this
Assignment. In addition, each party shall do any other acts and execute, acknowledge, and deliver any
requested documents in order to carry out the intent and purpose of this Assignment.
SECTION 12. THIRD-PARTY RIGHTS
Nothing in this Assignment, express or implied, is intended to confer upon any person, other than the
parties and their respective Successors and assigns, any rights or remedies.
SECTION 13. GOVERNING LAW
]'his Assignment shall be governed and construed in accordance with California law.
POST and DISTRICT, by their execution below, indicate their consent to the terms of this Assignment.
PENINSULA OPEN SPACE TRUST, MIDPENINSULA REGIONAL OPEN SPACE
a California non-profit public benefit DISTRICT
corporation APPROVED AND ACCEPTED:
By: By:
Audrey C. Rust, President Stephen E. Abhors, General Manager
Date: Date:
ATTEST:
By:
Anna Jatczak, Interim District Clerk
APPROVED AS TO FORM:
By:
Susan M. Schectman, General Counsel
3
� ^ ^
�
1
� FXHIBXTC
RE1,01CATION BENEFITS
TENANT ESTOPPEL CERTIFICATE AND WAIVER OF
�
� Tenant Nunxe and Address:
�
|
�
}
/
/ The undersigned isa tenant( fenant") of the Peninsula Open Space Trust("POST-) property �
known as Blue Brush Canyon Ranch, the description ofwhioh is attached hereto as Exhibit/\(hereafter
� referred to as"the Premises"). POST, as landlord(hereafter referred to as ^`Lund|onJ") by the �
� Agricultural Lease dated July 11, 2007 (^'Lcuuc"), has |euuod the Pn:mimco to Tenant, and the Lease will
` be assigned 1oM|DPEN|NS0LA REGIONAL OPEN SPACE DISTRICT(,^Diatrioi`^). The undersigned
� certifies tothe District, for its benefit and reliance, as follows:
�
|. A complete,true and correct copy of the Lease (inclusive of all addenda, exhibits and
� riders thereto and all amendments and modifications thereof hodutc), is attached hereto as Bmhibi( B.
�
� 2. The Lease as attached hereto has not been modified, arnended or supplemented. There
are no understandings, oral or written, amending, supplementing or changing the terms nf the Lease
|
� except oaxo attached hereto.
� 3. The Lease is in ftill force and effect, having been duly executed and delivered by Tenant.
� 4. Tenant has accepted possession ofthe Premises.
�
� 5. All Rent payable bv Tenant aanf the date hereof has been paid.
6. To the best ofTenant's actual knowledge, without any duty to investigate, Landlord is
' not in default under any ofthe terms, conditions nr covenants o[the Lease.
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7. No notice has been given by Tenant of any default under the Lease which has not been
cured by Landlord, and to the best ofTenant's actual knowledge, without any duty to investigate, there
are nu circumstances tbcU withtb� paeao�unfdmn�nr�iviu�o[undu�, or rvou|dconmiitutcadc[ouk
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� by Landlord.
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� 8. The address for notices 1n Tenant isamfollows:
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| 9. Tu the best of Tenant's actual knowledge, without any duty to investigate, Tenant has no
� uba,gc lien, or clairn of offset under the Lease or against rent or other charges due under the Lease.
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10. Tenant has no right u«option to purchase the Premises ov any part or all oftho building of*
which they are u pad, or to renew or extend the Lease,or to expand the Premises.
| L Tenant has not received notice of any assignment, hypothecation, mortgage or pledge of
Landlord's in|uvcy| in the Lease or the rents or other amounts payable Linder the Lcuec.
12. The amount of any security or other deposit returnable to Tenant pursuant to the I-ease is
set forth in the Lease.
13. Tenant has not assigned orentered into any subleases nr licenses, whether oral orwritten,
� of the Premises.
� 14. On Landlord's notice to Tenant of the closing of District's acquisition of the Premises,
� and on the condition that the District has, for the benefit of Tenant, assumed iuwriting the obligations o[
� the Landlord under the Lease, Tenant shall attorn to and recognize District as the Landlord under the �
� Lease and shall be bound by and perform all of the obligations imposed by the I-ease on Tenant, and �
District shall Succeed to all o[the rights o[the Landlord Linder the Lease. Tenant acknowledges and
agrees that District shall not be liable for any act or omission of any person or party who may have been a
iund|onJ under the icume be[bnc District's acquisition o[the Premises, and District shall not bcyuhicui�o �
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any deflenses or offsets or claims Tenant may have against POST or any prior Landlord. �
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| 15. Waiver of Relocation Benefits. Tenant understands and agrees that Tenant may bc �
� entitled to receive certain relocation benefits as provided for by the Federal Uniform Relocation
Assistance and Real PropcnyAcquisidoo /\ctoflo7O(Pub|io iav/ |UO-l7 Title �V) the Surface �
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Transportation and Uniform Relocation Assistance Act of |9Q7(42D.S.C. 8460| e/xegj, and/or the
� California Relocation Assistance Act(Government Code 87260m/xcY.). Tenant hereby waives any and �
! all existing and/or future claims or rights Tenant may have against District for any relocation assistance, �
� benefits, procedures, oi-policies as provided in said laws or regulations adopted thereunder and to any
other compensation. Nothing in this Section is intended to nor Should be construed to constitute an �
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agreement or admission h'� District that Tenant or any other Occupant o[the Premises is entitled (oany
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such benefits. �
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� |6. Tenant makes the � ovcoingm��cnncntxx` Diso� with
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may take certain actions based on the District's material reliance nnthis Estoppel Certificate, including
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� but not limited toDistrict's purchase of the Premises.
� Dated: 2009
Signed:
Pr�87�an�o' �
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