HomeMy Public PortalAbout20091210 - Resolution - Board of Directors (BOD) (2) Cover Sheet for Scanning by ECS
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Document Date: 12/10/2009
Document Type: Resolution
Preserve Name:
Keywords(no more than 4): Maas Purchase
Project Name:
Project Number:
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Document No. 09-36
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RESOLUTION 09-36
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 MAAS)
The Board of Directors of Midpeninsula Regional Open Space District does resol
ve 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 Cliff Maas, as Trustee of the
2001 Cliff Maas Trust, Under Trust Agreement dated June 5, 2001 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 Maas 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 $5,000 to cover the cost of title
insurance, escrow fees, site clean up 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 financing is cost justified based on the aggregate value of acquisitions,
to issue tax-exempt obligations to reimburse itself for previous expenditures of general funds. These
general funds are needed for operating and other working capital needs of the District and are not
intended to be used to finance property acquisitions on a long-tern 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$1,000,000 and to use a portion of the
proceeds of the obligations for reimbursement of District expenditures for acquisition of the Maas
Property that are paid before the date of issuance of the obligation.
I
RESOLUTION No.09-36
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on December 16, 2009at a Special Meeting thereof, by the following vote:
AYES: MARY DAVEY,JED CYR,LARRY HASSETT,NONETTE HANKO, PETE SIEMENS,
CECILY HARRIS,AND CURT RIFFLE
NOES: NONE
ABSTAIN:
ABSENT: NONE
ATTEST: APPROVED:
ecretary 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.
Page 1
PURCHASE AGREEMENT
This Agreement is made and entered into by and between Cliff Maas, as Trustee
of the 2001 Cliff Maas Trust, Under Trust Agreement dated June 5, 2001, hereinafter called
"Seller," and the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District
formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources
Code, hereinafter called "District".
RECITALS
WHEREAS, Seller is the owner of certain real property which has open space
and recreational value, located within an unincorporated area of the County of Santa Clara and
being more particularly described within the body of this Agreement; and
WHEREAS, District was formed by voter initiative to solicit and receive
conveyances of real property by purchase, exchange, gift, or bargain purchase for public park,
recreation, scenic and open space purposes; and
WHEREAS, District desires to purchase said property for open space
preservation and as part of the ecological, recreational, and aesthetic resources of the
midpeninsula area; and
WHEREAS, Seller wishes to sell and convey the entirety of said property to
District, and District wishes to purchase said property upon the terms and conditions set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises and covenants herein contained, the parties hereto agree as follows:
1. Purchase and Sale. Seller agrees to sell to District, and District agrees to
purchase from Seller, Seller's certain real property located in an unincorporated area of Santa
Clara County, in the State of California, containing approximately Forty-two and fifty-three
hundredths (42.53) acres more or less, commonly referred to as Santa Clara County Assessor's
Parcel Number 562-03-006 and more particularly described in Chicago Title Company
Preliminary Report number 98308850, attached hereto and incorporated herein as Exhibit "A",
including all easements, rights of way, and rights of use appurtenant or attributable to such
lands, and with any and all improvements attached or affixed thereto (hereinafter, the
Property
i
Page 2
2. Purchase Price. The total purchase price ("Purchase Price") for the Property
shall be One Million and No/100 Dollars ($1,000,000.00), which shall be paid in cash at the
"Closing" as defined in Section 3 hereof.
3. Escrow. In accordance with Section 13 herein, an escrow has been opened at
Chicago Title Company, 5671 Santa Teresa Blvd, Suite 206, San Jose, CA 95123, (408) 972-
7016 ("Escrow Holder") with Escrow number 98308850 ("Escrow"), through which the
purchase and sale of the Property shall be consummated. A fully executed copy of this
Agreement deposited with Escrow Holder shall serve as instructions to Escrow Holder,
provided that the parties shall execute such additional supplementary or customary instructions
as Escrow Holder may reasonably require but the printed portion of any such instructions shall
not supersede any inconsistent provisions contained herein. This Agreement may be amended
only by explicit written instructions signed by the parties. Escrow Holder is hereby appointed
and instructed to deliver, pursuant to the terms of this Agreement, the documents and monies
to be deposited into the Escrow as herein provided, with the following terms and conditions to
apply:
A. The time provided for the close of Escrow shall be on or before
December 31, 2009, provided however that the parties may by written agreement extend the
time for Closing, which as used herein is the date when Escrow Holder causes the Grant Deed
to be recorded in the Office of the County Recorder of Santa Clara County.
B. Seller and District shall, during the Escrow period, execute any and all
documents and perform any and all acts reasonably necessary or appropriate to consummate
the purchase and sale pursuant to the terms of this Agreement.
C. Seller shall deposit into Escrow at or before the Closing, an executed and
recordable Grant Deed for the Property described in Exhibit "A" hereof.
D. District shall deposit into Escrow, on or before the Closing:
(i) The required Certificate of Acceptance for the Grant Deed, duly
executed by District and dated as of the Closing; and
(ii) District's check payable to Escrow Holder in the amount of Nine
Hundred Ninety-five Thousand and No/100 Dollars ($995,000.00) as the balance of the
Purchase Price of$1,000,000 specified in Section 2. The balance of$5,000.00 has been
deposited into Escrow in accordance with Section 13 hereof.
E. Seller shall pay the escrow fees, the cost of a 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
Page 3
between District and Seller in the manner customary in Santa Clara County. All current
property taxes on the Property shall be pro-rated through Escrow between District and Seller
as of the Closing, based upon the latest available tax information using the customary escrow
procedures.
F. Seller shall cause Chicago Title Company, or other title company
acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA
Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of
$1,000,000 for the Property showing title to the Property vested in fee simple in District,
subject only to: (i) current real property taxes; (ii) title exceptions 4 and 5 as listed in
Preliminary Report No. 98308850 dated October 28, 2009 (Exhibit A); and (iii) such
additional title exceptions as may be approved in writing by District prior to the Closing as
determined by District in its sole and absolute discretion.
G. Escrow Holder shall, when all required funds and instruments have been
deposited into Escrow by the appropriate parties and when all other conditions to Closing have
been fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded in
the Office of the County Recorder of Santa Clara County. Upon the Closing, Escrow Holder
shall cause to be delivered to District the original of the policy of title insurance required
herein and to Seller, Escrow Holder's check for the full purchase price of the Subject Property
(less Seller's portion of the expenses described in Section 3.E.), and to District or Seller, as
the case may be, all other documents or instruments which are to be delivered to them. In the
event District notifies Escrow Holder that District's Closing Condition set out in Section 8 herein
has not been fulfilled to District's satisfaction, Escrow Holder shall deduct $15,000.00 from the
Purchase Price for delivery to District at Closing as set out in Section 8. In the event Escrow
terminates without Closing as otherwise provided for herein, Escrow Holder shall return all
monies, documents or other things of value deposited in Escrow to the party depositing the
same.
4. Rights and Liabilities of the Parties in the Event of Termination. In the event
this Agreement is terminated and Escrow is canceled for any reason, all parties shall be
excused from any further obligations hereunder, except as otherwise provided for herein.
Upon any such termination of Escrow, all parties hereto shall be jointly and severally liable to
Escrow Holder for payment of its title and escrow cancellation charges (subject to rights of
subrogation against any party whose fault may have caused such termination of escrow), and
each party expressly reserves any other rights and remedies which it may have against any
other party by reason of a wrongful termination or failure to close Escrow.
5. Leases or Occupancy of Premises. Seller warrants that there exist no oral or
written leases or rental agreements affecting all or any portion of the Property. Seller further
warrants and agrees to hold District free and harmless, and to reimburse District, for any and
all costs, liability, loss, damage or expense, including costs for legal services, occasioned by
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reason of any such lease or rental agreement of the Property being acquired by District,
including, but not limited to, claims for relocation benefits and/or payments pursuant to
California Government Code Section 7260 et seq. Seller understands and agrees that the
provisions of this paragraph shall survive the close of Escrow and recordation of any Grant
Deed(s).
6. Seller's Representations and Warranties. For the purpose of consummating the
sale and purchase of the Property in accordance herewith, Seller makes the following
representations and warranties to District, which shall survive close of Escrow, each of which
is material and is being relied upon by District.
A. Authority. Seller has the full right, power and authority to enter into
this Agreement and to perform the transactions contemplated hereunder.
B. Valid and Binding Agreements. This Agreement and all other
documents delivered by Seller to District now or at the Closing have been or will be duly
authorized and executed and delivered by Seller and are legal, valid and binding obligations of
Seller 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 Seller is a party or by which Seller may be bound or any articles, bylaws
or corporate resolutions of Seller.
C. Good Title. Seller has now, and at the Closing date shall have good,
marketable and indefeasible fee simple title to the Property and the all interests therein to be
conveyed to District hereunder, free and clear of all liens and encumbrances of any type
whatsoever and free and clear of any recorded or unrecorded option rights or purchase rights
or any other right, title or interest held by any third party except for the exceptions permitted
under the express terms hereof, and Seller shall forever indemnify and defend District from
and against any claims made by any third party which are based upon any inaccuracy in the
foregoing representations.
7. Integrity of Property. Except as otherwise provided herein or by express
written permission granted by District, Seller shall not, between the time of Seller's execution
hereof and the close of Escrow, cause or allow any physical changes on the Property. Such
changes shall include but not be limited to grading, excavating or other earthmoving activities,
cutting or removing trees, shrubs, brush or other vegetation, and damaging or demolition of
improvements or structures on the Property.
8. District's Closing Condition Regarding Removal of Personal Property. District
and Seller understand and agree that the District's obligation to complete the transaction set
out in this Agreement to purchase the Subject Property from Seller is conditioned upon the
Seller's responsibility and obligation to remove the vehicles and other items and equipment
Page 5
listed in the "Personal Property to be Removed Prior to Close of Escrow", attached hereto and
incorporated herein as Exhibit B ("Personal Property") from the Property as a condition
precedent to the purchase and sale of the Subject Property. Seller shall fulfill this obligation
on or before Closing. In the event Seller does not fulfill this obligation to District's
satisfaction, Seller and District agree that District is authorized, at its sole discretion, to
instruct Escrow Holder to withhold the sum of Fifteen Thousand Dollars ($15,000.00) from
the Purchase Price, and to instruct Escrow Holder to deliver these funds to District at Closing
to be used by District to complete the removal of said Personal Property, and clean up of the
Property. District shall have the same completed and deduct such expenses from the
$15,000.00 so delivered to District. The remaining balance, if any, shall be released by
District to Seller.
9. As-Is Purchase and Sale. This sale is made without representation or warranty by
Seller, except as expressly 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,but not limited to, the physical condition
thereof; the presence, absence or condition of improvements thereon; and that District shall
purchase the Property AS-IS WITH ALL FAULTS.
10. 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 for harm to human health or the environment
because of its flammability, toxicity, reactivity, corrosiveness or carcinogenicity. The term
"Hazardous Waste" also includes without limitation, polychlorinated biphenyls, benzene,
asbestos, petroleum, petroleum by-products, gas, gas liquids and lead.
The term "Environmental Law" as used herein includes, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
Section 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section
6901 et seq.)
B. Representations and Warranties. For the purpose of consummating the
sale and purchase of the Property, Seller makes the following representations and warranties to
District, which shall survive close of escrow, each of which is material and is being relied
upon by District:
(i) To Seller's knowledge the Property does not contain and has not
previously contained any Hazardous Waste or underground storage tanks, and no Hazardous
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
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from the Property, nor has Seller undertaken, permitted, authorized or suffered any of the
foregoing;
(ii) Seller has not received any notice and Seller has no actual
knowledge that any private person or governmental authority or administrative agency or any
employee or agent thereof has determined, alleged or commenced or threatened to commence
any litigation, or other proceedings, to determine that there is a presence, release, threat of
release, placement on, under or about the Property, or the use, manufacture, handling,
generation, storage, treatment, discharge, burial or disposal on, under or about the Property,
or the transportation to or from the Property, of any Hazardous Waste, nor has Seller received
any communication from any such person or governmental agency or authority concerning any
such matters.
C. Indemnity. Seller shall indemnify, defend and hold harmless District
from and against and all claims, liabilities, losses, damages, and costs incurred or suffered by
District, including without limitation, attorney, engineering and other professional or expert
fees, to the extent arising from any breach of the warranties or representations contained
herein.
11. Waiver of Relocation Benefits and Statutory Compensation. Seller and District
understand and agree that Seller may be entitled to receive certain relocation benefits and the
fair market value of the Property described in Exhibit "A", as provided for by the Federal
Uniform Relocation Assistance and Real Property Acquisition Act of 1970 (Public Law 91-
646), the Uniform Relocation Act Amendments of 1987 (Public Law 100-17, Title IV of the
Surface Transportation and Uniform Relocation Assistance Act of 1987 (101 Statutes, 246-256)
(42 U.S.C. 14601 et seq.), and the California Relocation Assistance Act, Government Code
Section 7260 et seq. Seller hereby waives any and all existing and/or future claims or rights
Seller may have to any relocation assistance, benefits, procedures, or policies as provided in
said laws or regulations adopted there under and to any other compensation, except as provided
in this Agreement. Seller has been advised as to the extent and availability of such benefits,
procedures, notice periods, and assistance, and freely and knowingly waives such claims,
rights and notice periods except as set forth in this Agreement, including the fair market value
of said Property, as provided for by said Federal Law and any similar California Law.
12. Miscellaneous Provisions.
A. Access for Investigations. From the date Seller delivers an executed
copy of this Agreement to District until Closing, District and District's agents, contractors,
engineers, consultants, employees, subcontractors and any other representatives ( "District
Parties") may, upon the giving of reasonable advance written notice to Seller, enter upon the
Property for the purpose of inspecting, testing and evaluating the same; provided, however,
that District may not perform any work on the Property without Seller's prior written consent,
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which shall not be unreasonably withheld or delayed and further provided that District shall
give Seller at least 24 hours prior notice of each proposed entry by District. District shall
indemnify, protect, defend and hold Seller free and harmless from and against any and all
claims, actions, causes of action, suits, proceedings, costs, expenses (including, without
limitation, reasonable attorneys' fees and costs), liabilities, damages, and liens caused by the
activities of District Parties while upon the Property prior to the Closing; provided, however,
the foregoing indemnity shall not cover or include any claims, damages or liens resulting from
District's discovery of any Hazardous Waste or other pre-existing adverse conditions pursuant
to its inspections, testing or evaluation. District's inspections shall be at District's sole
expense. District shall repair any damage to the Property that may be caused by the District
Parties while on the Property performing its inspections.
B. Choice of Law. The internal laws of the State of California, regardless
of any choice of law principles, shall govern the validity of this Agreement, the construction of
its terms and the interpretation of the rights and duties of the parties.
D. Amendment and Waiver. The parties hereto may by mutual written
agreement amend this Agreement in any respect. Any party hereto may in writing: (i) extend
the time for the performance of any of the obligations of the other party; (ii) waive any
inaccuracies in representations and warranties made by the other party contained in this
Agreement or in any documents delivered pursuant hereto; (iii) waive compliance by the other
party with any of the covenants contained in this Agreement or the performance of any
obligations of the other party; or (iv) waive the fulfillment of any condition that is precedent to
the performance by such party of any of its obligations under this Agreement. The District's
General Manager is authorized to agree to an extension of the time for the performance of any
obligations on the part of District or Seller pursuant to this Agreement, and to take any actions
and execute any documents necessary or appropriate to Closing of Escrow and completing this
conveyance, including execution of any documents which may allow Seller to accomplish a tax
deferred exchange of property as permitted by law; provided, however that the District shall
not take title to any third party property other than the Property.
E. Rights Cumulative. Each and all of the various rights, powers and
remedies of the parties shall be considered to be cumulative with and in addition to any other
rights, powers and remedies which the parties may have at law or in equity in the event of the
breach of any of the terms of this Agreement. The exercise or partial exercise of any right,
power or remedy shall neither constitute the exclusive election thereof nor the waiver of any
other right, power or remedy available to such party.
F. Notices. Whenever any party hereto desires or is required to give any
notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such
communication shall be in writing and shall be deemed to have been validly served, given or
Page 8
delivered at the time stated below if deposited in the United States mail, registered or certified
and return receipt requested, with proper postage prepaid, or if delivered by Federal Express
or other private messenger, courier or other delivery service or sent by facsimile transmission
by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as
indicated as follows:
Seller: Cliff Maas c/o
Gary Beck, John Motter Real Estate
7172 Anjou Creek Circle
San Jose, CA 95120
(408) 268-4062
FAX (408) 927-0225
District: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Attn: Steve Abhors, General Manager
Telephone: (650) 691-1200
FAX: (650) 691-0485
If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile
or cabled notice shall promptly be sent by mail (in the manner provided above) to the
addressee. Service of any such communication made only by mail shall be deemed complete
on the date of actual delivery as indicated by the addressee's registry or certification receipt or
at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier
in time. Either party hereto may from time to time, by notice in writing served upon the other
as aforesaid, designate a different mailing address or a different person to which such notices
or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement
shall excuse either party from giving oral notice to the other when prompt notification is
appropriate, but any oral notice given shall not satisfy the requirement of written notice as
provided in this Section.
G. Severability. If any of the provisions of this Agreement are held to be
void or unenforceable by or as a result of a determination of any court of competent
jurisdiction, the decision of which is binding upon the parties, the parties agree that such
determination shall not result in the nullity or unenforceability of the remaining portions of this
Agreement. The parties further agree to replace such void or unenforceable provisions which
will achieve, to the extent possible, the economic, business and other purposes of the void or
unenforceable provisions.
H. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed as an original, and when executed, separately or
Page 9
together, shall constitute a single original instrument, effective in the same manner as if the
parties had executed one and the same instrument.
I. Waiver. No waiver of any term, provision or condition of this
Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to
be, or be construed as, a further or continuing waiver of any such term, provision or condition
or as a waiver of any other term, provision or condition of this Agreement.
J. Entire Agreement. This Agreement is intended by the parties to be the
final expression of their agreement that embodies the entire agreement and understanding
between the parties hereto, constitutes a complete and exclusive statement of the terms and
conditions thereof, and which supersedes any and all prior correspondence, conversations,
negotiations, agreements or understandings relating to the same subject matter.
K. Time of Essence. Time is of the essence of each provision of this
Agreement in which time is an element.
L. Survival of Covenants. All covenants of District or Seller which are
expressly intended hereunder to be performed in whole or in part after the Closing, and all
representations and warranties by either party to the other, shall survive the Closing and be
binding upon and inure to the benefit of the respective parties hereto and their respective heirs,
successors and permitted assigns.
M. Assignment. Except as expressly permitted herein, neither party to this
Agreement shall assign its rights or obligations under this Agreement to any third party
without the prior written approval of the other party.
N. Further Documents and Acts. Each of the parties hereto agrees to
execute and deliver such further documents and perform such other acts as may be reasonably
necessary or appropriate to consummate and carry into effect the transactions described and
contemplated under this Agreement.
O. Binding on Successors and Assigns. This Agreement and all of its
terms, conditions and covenants are intended to be fully effective and binding, to the extent
permitted by law, on the successors and permitted assigns of the parties hereto.
P. Broker's Commission. District shall not be responsible for any real
estate commission or other related costs or fees in this transaction. Seller agrees to, and does
hereby, indemnify and hold District harmless from and against any and all costs, liabilities,
losses, damages, claims, causes of action or proceedings which may result from any broker,
agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of
Seller in connection with this transaction.
Page 10
Q. motions. Captions are provided herein for convenience only, form no
part of this Agreement and are not to serve as a basis for interpretation or construction of this
Agreement, nor as evidence of the intention of the parties hereto.
R. Pronoun References. In this Agreement, if it be appropriate, the use of
the singular shall include the plural, and the plural shall include the singular, and the use of
any gender shall include all other genders as appropriate.
S. Arbitration of Disputes. If a dispute arises out of or relates to this
Agreement or the performance or breach thereof, the parties agree first to participate in non-
binding mediation in order to resolve their dispute. If the parties are unable to resolve their
dispute through mediation, or if there is any remaining unresolved controversy or claim
subsequent to mediation, any remaining unresolved controversy or claim shall be settled by
binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former
judge of the Superior Court of California. The arbitration shall be conducted in accordance with
the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right
of discovery. Hearings shall be held in Santa Clara County, California. If the parties are unable
to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and
Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve
a dispute, it shall in all cases be final and binding.
NOTICE: BY INITIALING IN THE SPACE BELOW,YOU ARE AGREEING TO HAVE
ANY DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE ARBITRATION
OF DISPUTES PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED
BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT
POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY
INITIALING IN THE SPACE BELOW,YOU ARE GIVING UP YOUR JUDICIAL
RIGHTS TO APPEAL UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN
THE ARBITRATION OF DISPUTES PROVISION. IF YOU REFUSE TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION,YOU MAY BE
COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA
CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION
PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING FROM THE MATTER INCLUDED IN THE ARBITRATION OF
DISPUTES PROVISION TO NEUTRAL ARBITRATION.
SELLER INITIAL DISTRICT INITIAL Z
Page 11
13. Acceptance. Provided that this Agreement is executed by Seller and delivered
to District on or before November 23, 2009, District shall have until midnight December 16,
2009 to accept and execute this Agreement, and during said period this instrument shall
constitute an option and irrevocable offer ("Option") by Seller to sell and convey the Property
to District for the consideration and upon the terms and conditions herein set forth. As
consideration for said Option, District has paid into the Escrow, which Seller hereby
acknowledges, a deposit of the sum of Five Thousand Dollars and No/100 ($5,000.00),
("Option Consideration") to be applied upon the Closing to the Purchase Price as set forth in
Section 2 hereof. If escrow fails to close due to any act or material breach of this Agreement
by District, Seller may retain the Option Consideration. Should Escrow fail to close for any
reason or circumstance beyond the reasonable control of District, the Option Consideration
will be returned to District.
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.
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.
Page 12
DISTRICT: SELLER:
MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT Cli aas,Trustee
I
APPROVED AND ACCEPTED:
Date
Presi ent, Board of Directors
'Rio dp
Date
ATTEST:
N V-&
District Clerk
Date: 12 110c)
y
ACCEPTED FOR RECOMMENDATION
0jI Q-K -,
Michael C. Williams, Real Property Manager
APPROVED AS TO FORM:
�-fLt/L
Susan M. Schectman, General Counsel
RECOMMENDED FOR APPROV
Steve Abors, General Manager
Exhibit A
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us on our we"'sIte: mm.ct1c.co/77 Chicago Title Company
ISSUING OFFICE: 675 N.First Street,Suite 400-San Jose,CA 95112
FOR SEMEMEAMINQUIRIES1 CONTACT.- Chicago Title Company-San Jose Almaden
5671 Santa Teresa Blvd.,Suite 206-San Jose,CA 95123
408 972-7016-FAX 408 365-9325
PRELIMINARY REPORT
Amended
Title Officer: Ruben Pinzon Title No.: 09-98308850-A-RP
Escrow Officer: Laura Higgins Locate No.: CACT17743-7743-2983-0098308850
Escrow No.: 09-98308850-LH
TO: John Molter Real Estate
7172 Anjou Creek Circle
San lose, CA 95120
ATTN: Gary Beck
SHORT TERM RATE: No
PROPERTY ADDRESS: 23530 Wrights Station Road, Los Gatos, California
EFFECTIVE DATE: October 28, 2009, 07:30 A.M.
The form of policy or policies of title insurance contemplated by this report is:
CLTA Standard Coverage Policy - 1990
1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY
THIS REPORT IS:
A Fee
2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN:
Cliff Maas,as Trustee of the 2001 Cliff Maas Trust, Under Trust Agreement dated June 5,
2001
3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS:
SEE EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF
RK\RK 07/29/2009
CLTA Preliminary Report Form-Modified(11/17/06)
Title No. 09-98308850-A-RP
Locate No. CACT17743-7743-2983-0098308850
LEGAL DESCRIPTION
EXHIBIT"A"
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED AREA,COUNTY OF SANTA
CLARA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
All of Lot 10, in Section 24, Township 9 South, Range 1 West, M.D.B. & M., according to the Official Map
thereof on Filed in the Office of the Federal Bureauof Land Management,approved October 21, 1875.
APN: 562-03-006
I
2
CLTA Preliminary Report Form-Modified(11/17/06)
Title No. 09-98308850-A-RP
Locate No. CACTI7743-7743-2983-0098308850
AT THE DATE HEREOF,ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION
TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS
FOLLOWS:
1. Property taxes including any personalpropertyto xes and any assessments collected with taxes for
the fiscal ,
year 2009-2010 Assessor's Parcel Number 562-03-006.
Y
Code Area Number: 80-008
1st Installment: $1,473.57 Payable, but not yet due
2nd Installment: $1,473.57 Payable, but not yet due
Land: $197,682.00
Improvements: $4,448.00
Exemption: $0.00
Personal Property: $0.00
2. Special Tax for Santa Clara County Library District Joint Powers Authority Community Facilities District
No.2005-1, under the Mello-Roos Community Facilities Act of 1982 as disclosed by a Notice of Special
Tax Lien Recorded June 24, 2005, Instrument No. 18438576, Official Records, payable in continuing
installments collected with the real property taxes.
3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5
(Commencing with Section 75)of the Revenue and Taxation code of the State of California.
4. Right of the Public to use as a Roadway so much of said land that lies within the boundary lines of any
Public Road or Highway.
S. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a
document.
Granted to: Henry J. Cattermole and John C.A. Cattermole
Purpose: Road Purposes
Recorded: March 25, 1890, Book 126, Page 66, of Official Records
The exact location and extent of said easement is not disclosed of record.
6. Covenants, conditions and restrictions, but omitting any covenants or restrictions, if any,
including, but not limited to those based upon race, color, religion, sex, sexual orientation, familial
status,marital status,disability, handicap, national origin,ancestry,or source of income,as set forth
in applicable state or federal laws,except to the extent that said covenant or restriction is permitted
by applicable law, as set forth in the document referred to in the numbered item last above shown.
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CLTA Preliminary Report Form-Modified(11/17/06)
ITEMS: (continued) Title No. 09-98308850-A-RP
Locate No. CACT17743-7743-2983-0098308850
7. A deed of trust to secure an indebtedness in the amount shown below, and any other obligations
secured thereby
Amount: $646,000.00
Dated: July 20, 2003
Trustor: Cliff Maas, as Trustee of the 2001 Cliff Maas Trust, Under Trust Agreement
dated June 5, 2001
Trustee: Fidelity National Title Ins. Co.
Beneficiary: Wells Fargo Home Mortgage, Inc., a Corporation
Loan No.: none shown
Recorded: July 30, 2003, Instrument No. 17229492, of Official Records
S. A deed of trust to secure an indebtedness in the amount shown below, and any other obligations
secured thereby
Amount: $187,000.00
Dated: September 4, 2001
Trustor: Cliff Maas as Trustee of the 2001 Cliff Maas Trust Under Trust Agreement
dated June 5, 2001
Trustee: ChicagoTitle Insurance Company
Beneficiary: Wells Fargo Bank West, N.A.
Loan No.: none shown
Recorded: September 19, 2001, Instrument No. 15874093, of Official Records
By the provisions of an agreement
Dated: July 21, 2003
Executed by: Wells Fargo Bank West, N.A.
Recorded: July 30, 2003, Instrument No. 17229491, of Official Records
Said instrument was made subordinate to the lien of the document or interest described in the
instrument
Recorded: July 30, 2003, Instrument No. 17229492, of Official Records
9. A lien for unsecured property taxes filed by the tax collector of the county shown,for the amount
set forth, and any other amounts due.
County: Santa Clara
Fiscal Year: 2004-2005
Taxpayer: Maas Cliff
County
Identification
Number: 04-993644-6
Amount: $490.32
Recorded: May 6, 2005, Instrument No. 18359524, of Official Records
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CLTA Preliminary Report Form-Modified(11/17/06)
ITEMS: (continued) Title No. 09-98308850-A-RP
Locate No. CAM 7743-7743-2983-0098308850
10. Any invalidity or defect in the title of the vestees in the event that the trust referred to herein is
invalid or fails to grant sufficient powers to the trustee(s)or in the event there is a lack of compliance
with the terms and provisions of the trust instrument.
If title is to be insured in the trustee(s)of a trust, (or if their act is to be insured),this Company will
require a Trust Certification pursuant to California Probate Code Section 18100.5. The
Company reserves the right to except additional items and/or make additional requirements after
reviewing said documents.
END OF ITEMS
Note 1. The current owner does NOT qualify for the $20.00 discount pursuant to the coordinated
stipulated judgments entered in actions filed by both the Attorney General and private class
action plaintiffs for the herein described property.
Note 2. The application for title insurance was placed by reference to only a street address or tax
identification number.
Based on our records,we believe that the description in this report covers the parcel requested,
however, if the legal description is incorrect a new report must be prepared.
If the legal description is incorrect, in order to prevent delays,the seller/buyer/borrower must
provide the Company and/or the settlement agent with the correct legal description intended to
be the subject of this transaction.
Note 3. There are NO deeds affecting said land, recorded within twenty-four(24)months of the date of
this report.
5
CLTA Preliminary Report Form-Modified(11/17/06)
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NOTES: (continued) Title No.
Locate No.
Note 4. If a 1970 ALTA Owner's or Lender's or 1975 ALTA Leasehold Owner's or Lender's policy form has
been requested,the policy,when approved for issuance,will be endorsed to add the following to
the Exclusions From Coverage contained therein:
� Loan Policy Exclusion:
Any claim, which arises out of the transaction creating the interest of the mortgage insured by
� this policy,by reason of the operation cf federal bankruptcy,state insolvency,orsimilar creditors'
rights laws, that is based on:
�
� (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent
conveyance or fraudulent transfer; or
�
(ii)the subordination of the interest of the insured mortgagee as a result of the application of the
doctrine of equitable subordination; or
(iii)the transaction creating the interest of the insured mortgagee being deemed a preferential
transfer except where the preferential transfer results from the failure:
�
(a)to timely record the instrument oftransfer; or
� (b)of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
� Owners Policy Exclusion:
Any claim, which arises out of the transaction vesting in the insured, the estate or interest
� insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or �
� similar creditors' rights laws that is based on:
�
(i) the transaction creating the estate or interest by this policy being deemed a fraudulent
conveyance or fraudulent transfer; or
(ii) the transaction creating the estate or interest insured by this policy being deemed a
preferential transfer except where the preferential transfer results from the failure:
(o)totimely record the instrument of transfer; or
(b)of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. !
Note 5. Ifa county recorder,title insurance company, escrow company, real estate broker, real estate
agent or association provides a copy of declaration, governing document ordeed to any
person,California law requires that the document provided shall include a statement regarding |
any unlawful restrictions. Said statement istobeinat least 14-point bold face type and may be
stamped on the first page of any document provided or included as a cover page attached to
the requested document Should o party to this transaction request copy of any document
reported herein that fits this category,the statement is to be included in the manner described.
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co^nrelim.nary Report Form Modmed(1u1vm)
NOTES: (continued) Title No.
Locate No.
Note 6. Wiring instructions for Chicago Title Company, San Jose, CA, are as follows:
�
Receiving Bank: Bank cfAmerica
275Vnhncia Blvd, 2nd Floor
Brea, [A938J2-634O
ABA Routing No.: 026009593 �
Credit Account Name: Chicago Title Company ' San Jose Almaden
5671 Santa Teresa 8|vd, Suite 2O6, San Jose, [A95123
Credit Account No 1�]S3-81Q6g..' �
� Escrow No.: 09-98308850'LH
These wiring instructions are for this specific transaction involving the Title Department of the
� San Jose office of Chicago Title Company. These instructions therefore should not be used in �
other transactions without first verifying the information with our accounting department. It is
imperative that the wire text be exactly as indicated. Any extraneous information may cause |
unnecessary delays in confirming the receipt of funds. �
Note 7. Any documents being executed in conjunction with this transaction must be signed in the
presence of an authorized Company employee, an authorized employee of an agent an
authorized employee of the insured lender,or by using Bancsen/or other approved third-party
service. If the above requirements cannot be met, please call the company at the number
provided in this report.
END OF NOTES
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cox Preliminary Report Form Mommed(1vo^06)
OFFICS OF COUNT/ASSESSOR...SANTA CLARA COUNTvr CAUFOANiA
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2 ' 3 2j Oi1 This is no[a surrey of the Laid and is insersed
' 5 as a matter of information one►,and while the
same is compiled from itF mmaion we believe
2 s to be co r A w Gabib#is ars d by
;\ I Chicago Tide Compawy as m the comnctness
O1 of said informaioa.
EXHIBIT B
PERSONAL PROPERTY TO BE REMOVED PRIOR TO CLOSE OF ESCROW
1. D-4 Caterpillar
2. Additional D-4 Caterpillar(used for parts)
3. Shipping(cargo) container
4. Dodge truck cab
5. Dual axle trailer(approximately 16 feet long)
6. Fifth wheel camper
7. Old gas stove
8. Trailer made from Ford truck bed
9. Sheepsfoot compactor
10. Roller
11. Two trailer frames
12. Four(4) Solar panels (for heating water)
13. Seventeen (17) large metal/plastic barrels
14. All furniture in house
15. Concrete blocks
16. Bathtub
17. Four(4) tires
18. Two generators
19. Wood chipper
20. Furniture and miscellaneous debris in two storage sheds
21. Paint, petroleum products, batteries, ABS and PVC pipe and
miscellaneous debris