HomeMy Public PortalAbout20100311 - Resolution - Board of Directors (BOD) Cover Sheet For Scanning By ECS
Originating Department General Manager
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Document Date: 3/11/2010
Document Type: Resolution
Preserve Name:
Keywords(No More Than
4): POSTPurchaselMR
Project Name:
Project Number:
Vendor Or Other Party:
Name (First):
Name (Last):
Address:
APN Number:
Document No. 10-10
Additional Field:
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RESOLUTION 10-10
RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT AND
ASSIGMENT OF LEASES,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 and all related transactional documents on behalf of the District to acquire the real property
described therein ("tile 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
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-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$3,675,000.00 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.
RESOLUTION No. 10-10
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on March 17, 2010 at a Special Meeting thereof, by the following vote:
AYES: Larry Hassett, Cecily Harris, Pete Siemens, Mary Davey, Jed Cyr,
Nonette Hanko, and Curt Riffle
NOES: None
ABSTAIN: None
I
ABSENT: None
ATTEST: APPROVED:
4c5retary� 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.
Acen= C L1-4�
iDistrict Clerk
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ASSIGNMENT OF LEASE AND SECURITY DEPOSIT
�
This u[L���mW Deposit �cu��d ��uaof /
� ~ ~ ^ ("Assignment")- _~_- �
� _____, 2O|0 between Peninsula Open Space Trust("POST`), u California non-profit public benefit |
/ corporation ("Assignor")and Midpeninau|uNeAimna| Open Space District("District"), u California special
i district("Assignee").
KQ5I][[AdS /
�
A. Assignor and Assignee have entered into aPurchu*o Agreement("Agreement")dmtcd_________
| 2010 in which Assignee has agreed to acquire real property known as Lobitos Ridge,
located in an unincorporated area of the County of San Mateo, State of California("Property"), Assessor's
Parcel Number 066-230'O30. and more particularly described io Exhibit A of the Agreement.
B. Assignor has previously entered into an Agricultural Lease between POST and Vince Fontana
| August 20, 2007 and with an extended lease term until July 31, 2010, a copy of which are attached hereto
|
as Exhibit C-1_, and incorporated in this Assignment(the "Louoe").
C. Assignor has accepted and retained any required security deposit("Security Deposit") from tenants
Linder the Lease in the amount set forth in uUuxhcd Exhibit C-1 and incorporated in this Assignment.
D. Pursuant tothe &grccxneoL Assignor has agreed to assign toAssignee all right, title, and interest in
the Lease and the Security Deposit, and Assignee has agreed to assume all Assignor's obligations under
the Lease.
For good and valuable consideration received, Assignor and Assignee agree as follows:
SECTION 1. ASSIGNMENT
Assignor assigns all right,title, interest, and obligations in the Lease and the Security Deposit toAssignee
effective upon the date of close ofescrow for the purchase of the Property from Assignor by Assignee,
which shall bc the effective date of this Assignment.
SECTION 2. NOTICE TO TENANTS
Following the execution of the Agreement, Assignor shall give notice to the tenants under the Lease that
/\esigucc has entered into the Agreement to purchase the Property and has been assigned the landlord's
interest in the Lease.
SECTION 3. ASSUMPTIONS
Assignee uaaunoca all the landlord's nh|igu1inno, duties, responsibilities, and liabilities under the Lease
which arise or are to be performed after the effective date of this Assignment(i.e.,those obligations which
do not arise out ofconduct, uclm o, failures to act, circumstances or events taking place prior tothe
effective date uf this /\mmignrneni).
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SECTION 4. ASSIGNOR'S COVENANTS
Assignor covenants kz the best o[its knowledge that the Lease isin full force and effect. Assignor further
covenants to the best m'its knowledge that there are no defaults under the Lease.
SECTION 5. INDEMNITY
A. Assignor shall indemnify and defend Assignee against and hold Assignee humo|emm 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 pe,Kron any
of its obligations under the Lease(as landlord)prior to the date of this Assignment or any breach of the
Lease occurring prior tothe effective date of this Assignment.
� B. Except as set forth in the preceding paragraph, Assignee shall indemnify and defend Assignor �
against and hold Assignor harmless from any Claims caused by Assignee's failure to perform any of its
obligations under the Lease (as landlord)on or after the effective date of this Assignment(i.e., do not arise
out ofconduct, acts ur failures 10 act, circumstances or events taking place prior to the effective date of this
Assignment)and during the period of Assignee's ownership of the real property subject to the Lease.
SECTION 6. SUCCESSORS
This Assignment shall bo binding on and inure to the benefit ofthe parties to it, their heirs, executors,
administrators, successors in interest, and assigns.
If any term or provision of this Assignment shall be held invalid or unenforceable, the remainder of this
Assignment shall not bcaffected.
SECTION 8. WAIVERS
No waiver or breach ofany covenant or provision shall bcdcunmcdo waiver of any other covenant or
provision, and no waiver shall be valid unless in writing and executed by tile waiving party.
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 form shall include p|uxu| and vice versa. This Assignment
shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have �
prepared it. Unless otherwise indicated` all references tosections are to this Assignment.
SECTION 10. COUNTERPARTS
This Assignment may be executed in one or more counterparts, each of which shall be deemed ail original
and all of which taken together shall constitute one and the same instrument.
This Assignment may not be amended or altered except by a written instrument executed by Assignor and
Assignee.
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SECTION 11. 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
This 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: I
Audrey C. Rusoresident Step n E. Abbors, General Manager
Date: � � L 2 . 2-ClLS Date: a •9/ •/O
ATTEST:
By: + -.L D
Anna Duong, Acting Djstr'ct Clerk
APPROVED AS TO FORM:
By:
Susan M. Schectman, General Counsel
3
,
EJKDUUBUT C-U
TENANT ESTOPPEL CERTIFICATE AND WAIVER OF
RELOCATION BENEFITS
Tenant Nume and Address:
Vince Fontana
i P.O. Box 512
Half Moon Bay, CA 94019
The undersigned isatenant("Tenant")of the Peninsula Open Space Trust(`PO8T) property
known as Lobitos Ridge, the description of which is attached hereto as Exhibit A (hereafter referred to as
^1hc Pvonuioea"). POST, as |und|onJ (hereafter referred to as ^`Lond|onJ`) by the Agricultural Lease dated |
' November 1, 2004 and amendments thereto("Lease"), has leased the Premises to Tenant, and the Lease .
will be assigned toK4lDPENDN8DLA REGIONAL OPEN SPACE DISTRICT(^"Dim(riut`^). The
undersigned certifies to the District, for its benefit and reliance, as follows:
l. A complete,true and correct copy of the Lease(inclusive of all addenda, exhibits and
riders thereto and all amendments and modifications thereof u`date), is attached hereto um Exhibit C'\.
2. The Lease as attached hereto has not been modified, amended or supplemented. There are
| no understandings, oral or written, amending, supplementing or changing the terms of the Lease except as
�
� so attached hereto.
]. Tho [cueeiainib|| bzrccandc#eut, huvingbccndu|ycxccutcdundde|ivc»cdhy7enuuL
4. Tenant has accepted possession ofthe Pocnuiecm.
5. All Rent payable hy Tenant osoy the date hereof has been paid.
� h. To the best ofTenant's uutuu| knowledge, without any duty to investigate, Landlord is not
�
in default under any of the terms, conditions or covenants of the Lease.
7. N o notice has been given by Tenant of any del`au It under the Lease wh ich has not been
cured by Landlord, and to the best of Tenant's actual knowledge, without any duty to investigate, there are
no circumstances that, with the passage uFtinueor giving o[notice, or both, would constitute m default by
� Landlord.
|
8. The address for notices 0u Tenant is as follows:
Vince Fontana
P.O. Box 512
Half Moon BayCA 94019
9. To the best of Tenant's actual knowledge, without any duty on investigate, Tcnauthumno
charge, lien, or claim of offset under the Lease or against rent or other charges due tinder the Lease.
�
�
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10. Tenant has no right or option to purchase the Premises or any part or all of the building of
which they are a part, or to renew or extend the Lease,or to expand the Premises.
11. Tenant has not received notice of any assignment, hypothecation, mortgage or pledge of
Landlord's interest in the Lease or the rents or other amounts payable under the Lease.
12. The amount of any security or other deposit returnable to Tenant pursuant to the Lease is
set forth in the Lease.
13. Tenant has not assigned or entered into any subleases or licenses,whether oral or written,
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 in writing the obligations of
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 Lease on Tenant, and District
shall succeed to all of the rights of the Landlord under 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 Landlord
under the Lease before District's acquisition of the Premises, and District shall not be subject to any
defenses or offsets or claims Tenant may have against POST or any prior Landlord.
15. Waiver of Relocation Benefits. Tenant understands and agrees that Tenant may be
entitled to receive certain relocation benefits as provided for by the Federal Uniform Relocation Assistance
and Real Property Acquisition Act of 1970 (Public Law 100-17, Title IV),the Surface Transportation and
Uniform Relocation Assistance Act of 1987 (42 U.S.C. §4601 et seq.), and/or the California Relocation
Assistance Act(Government Code § 7260 et seq.). Tenant hereby waives any and all existing and/or
future claims or rights Tenant may have against District for any relocation assistance, benefits, procedures,
or 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 agreement or admission by
District that Tenant or any other occupant of the Premises is entitled to any such benefits.
i
16. Tenant makes the foregoing statements to District with the understanding that District may
take certain actions based on the District's material reliance on this Estoppel Certificate, including but not
limited to District's purchase of the Premises.
Dated: ��Li ol.(o — , 2010
Signed: 1-4;L
Print Name: /'1git/2-i4 VA
5
ASSIGNMENT OF LEASE AND SECURITY DEPOSIT
| This /\asi�uo�ento[Lease and 8ccurit� Dcposit(`8ssi�nmnen�) iy entered b� ��into �
! , . _ �
2010 between Peninsula Open 8puccTn/m\(^9(}Sl`), u California non-profit public benefit
/ corporation ("Assignor") and Midpeninuu|u Regional Open Space District ("District"), u California special
district("Assignee").
RECITALS !
A. Assignor and Assignee have entered into u Purchase Agreement("Agreement")dated � �
2O)0in which Assignee has agreed to acquire real property known umLobhoyRidge, �
� located in an unincorporated area ofthe County ofSan Mateo, State o[California(^`Proport/`), Assessor's /
/ Parcel Number 066-23U'O3O^ and more particularly described inExhibit Aof tile Agreement,
� B. Assignor has previously entered into all Agricultural Louyc between POST and MahannOohnu |
�
dated November 1, 2004 and with an extended lease term until November 30, 2010, a copies of which are
attached hereto as Exhibit B-1, and incorporated in this Assignment(the "Lease").
C. Assignor has accepted and retained any required security deposit("Security Deposit") frorn tenants
Linder the Lease in the amount set forth iu attached Exhibit 13-| and incorporated in this Assignment.
D. Pursuant io tile Agreement, Assignor has agreed to assign to Assignee all right, title, and interest in
� the Lease and the Security Deposit, and Assignee has agreed tn assume all /\xai&uor`aobligmdonsundcr |
� �
tile Lease.
For good and valuable consideration received, Assignor and Assignee agree as follows:
SECTION 1. ASSIGNMENT
Assignor assigns all right, tide, intorest, and obligations in the Lcumc and the Security Deposit to&nsi8ncc
effective upon the date of close of escrow for tile purchase of tile Property from Assignor by Assignee, �
which shall be the effective date oy this Assignment. '
SECTION 2. NOTICE TO TENANTS
Following the execution of the Agreement, 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 inthe Lease.
SECTION 3. ASSUMPTIONS
/
�
| � /
� Ams4g`ee assumes all the landlord's obligations, duties, responsibilities, and liabilities under tile Lease i
� which arise or are to be performed after the effective date of this Assignment(i.e., those obligations which
' do not arise out of conduct, acts o/failures tm act, circumstances or events taking place prior totile
effective date of this &mmi@pmcn¢
�
�
� l
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SECTION 4. ASSIGNOR'S COVENANTS
� Assignor k/�h� b�m of thcL�axc � iohuUlbr�cmud �|��� Assignor �
~ ~ ~ �
� covenants to the best of its knowledge that there are no defaults under the Lease.
SECTION 5. INDEMNITY
�| A. Assignor shall iodeu�nih/andd�ƒ�nd &o�iQn�c imtundhoN /kssigneehmrn�|c»s �on� aU
| ~ ~
c|uinum, demands, liabilities, losses, damages, costs and czpmuocm` including, without limitation, rcunouub|c
attorneys' fees and disbursements(collectively"Claims")caused by any failure by Assignor to perform any
of its obligations under the Lease (as landlord) prior to tho date of this Assignment or any breach of the |
�
Lease occurring prior tothe effective date of this /\xmignoocnt
B. Except as set forth in the preceding paragraph, Assignee xhu|| indemnify and defend Assignor
! against and hold Assignor harmless from any Claims caused by Assignee's failure to perform any of its
obligations under the Lease(as landlord)on o,after tile effective date of this Assignment(i.e., do not arise
out of conduct, acts or failures to uoL circumom1unccs or events taking place prior to the effective date of this
Assignment)and during the period of Assignee's ownership mfthe rmu| property subject tothe icuoc.
SECTION 6. SUCCESSORS
This Assignment shall be binding oil and inure to the benefit of the parties to it,their heirs, executors, �
administrators, successors in interest, and assigns.
{y any term or provision of this Assignment shall be held invalid or unenforceable, the remainder ofthis
Assignment shall not bcaffected.
SECTION 8. WAIVERS
No waiver or breach of any covenant or provision shall be deemed a waiver of 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 tile parties' convenience, and are not a part of this Assignment, and shall not be |
used to interpret this Assignment. The singular form shall include plural and vice versa. This Assignment
� shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have
prepared it. Unless otherwise indicated, all references to sections are 10 this Assignment.
SECTION 10. COUNTERPARTS
|
� This Assignment may be executed in one or more Counterparts, each o[which shall bm deemed unoriginal
and all of which taken together shall constitute one and the same instrument.
�
� |
This Assignment may not be amended maltered except byu written instrument executed by Assignor and /
� Assignee.
�
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SECTION 11. 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
This 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, a ident teph E. Abbors, General Manager
Date: /%1� 22. �� Date: •�/•/D
ATTEST:
By:
Anna Duong, Acting Distric erk
APPROVED AS TO FORM:
By: &I.,
�Z
Susan M. Schectman, General Counsel
3
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EXHIBIT B-2
TENANT ESTOPPEL CERTIFICATE AND WAIVER OF
RELOCATION BENEFITS
Tenant Name and Address:
2050A Purisima Creek Road
Mariano Ochoa
Half Moon Bay, California
The undersigned is a tenant("Tenant") of the Peninsula Open Space Trust("POST") property
| known uaLobitos Ridge, the description of which is attached hereto as Exhibit (hereafter referred to as
/ "the Premises"). POST, as landlord (hereafter referred to as "Landlord") by the Agricultural Lease dated
November 1, 2804 and amendments thereto(^^icuse"), has leased the Premises toTenant, and the Lease
will bo assigned toMlDpENDNS0LA REGIONAL OPEN SPACE DISTRICT("Diskic[`). The �
undersigned certifies oo the District, for its hencfiiand reliance, uwfollows:
|. A complete,true and correct copy of the Lease (inclusive of all addenda, exhibits and
riders thereto and all amendments and onodifioa1ionmthereof tndate}, ie attached hereto um ExhibitB-|.
�
2. The Lease ua attached hereto has not been moodificd, amended orsupplemented. There are
no understandings, oral or written, arnending, Supplementing or changing the terms o[the Lease except um
oo attached hereto.
3. The Lease is in ftill force and effect, having been duly executed and delivered by Tenant.
4. Tenant has accepted possession of the Premises. �
�
5. All Rent payable bvTenontusof the date hereof has been paid.
6. To the best of Tenant's actual knowledge, without any duty to investigate, Landlord is not
in default under any of the terms, conditions or covenants of the Lease.
� 7. No notice has been given by Tenant of any del'ault under the Lease which has not been
| cured by Landlord, and to the best of Tenant's actual knowledge, without any duty to investigate, there are
�
� no circumstances that, with the pum*u8u of time or giving ofnotice, or both, would constitute udctuu|1 by
Landlord.
0 Th� oddrc�mfbrnodccytoT�oun� iau� K/||ow��
� �
Mariano Ochoa
2050A Purisima Creek Road
IIaIfMoonl3a California
� g. To the best of Tenant's actual without any duty W investigate, Tenant has no
charge, lien, or claim of offset under the Lease or againstrent or other charges due under the Lease.
�
4
10. Tenant has no right or option to purchase the Premises or any part or all of the building of
which they are a part, or to renew or extend the Lease, or to expand the Premises.
11. Tenant has not received notice of any assignment, hypothecation, mortgage or pledge of
Landlord's interest in the Lease or the rents or other amounts payable under the Lease.
12. The amount of any security or other deposit returnable to Tenant pursuant to the Lease is
set forth in the Lease.
13. Tenant has not assigned or entered into any subleases or licenses, whether oral or written,
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 in writing the obligations of
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 Lease on Tenant, and District
shall succeed to all of the rights of the Landlord under 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 Landlord
under the Lease before District's acquisition of the Premises, and District shall not be subject to any
defenses or offsets or claims Tenant may have against POST or any prior Landlord.
15. Waiver of Relocation Benefits. Tenant understands and agrees that Tenant may be
entitled to receive certain relocation benefits as provided for by the Federal Uniform Relocation Assistance
and Real Property Acquisition Act of 1970(Public Law 100-17, Title N),the Surface Transportation and
Uniform Relocation Assistance Act of 1987(42 U.S.C. § 4601 et seq.),and/or the California Relocation
Assistance Act(Government Code § 7260 et seq.). Tenant hereby waives any and all existing and/or
future claims or rights Tenant may have against District for any relocation assistance, benefits, procedures,
or 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 agreement or admission by
District that Tenant or any other occupant of the Premises is entitled to any such benefits.
16. Tenant makes the foregoing statements to District with the understanding that District may
take certain actions based on the District's material reliance on this Estoppel Certificate, including but not
limited to District's purchase of the Premises.
Dated: 3 ZS , 2010
Signed:
Print Name: n Lan 0 ( C I%A
5
PURCHASE AGREEMENT
POST LOBITOS RIDGE PROPERTY
This Purchase Agreement(hereinafter called"Agreement")is made and entered into by
and between PENINSULA OPEN SPACE TRUST, a California non-profit,public benefit corporation,
(hereinafter called "POST"), and the MIDPEN]NSULA 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,POST was organized as a non-profit,charitable corporation to solicit, receive
and hold gifts, legacies, devises and conveyances of real and personal property for public park,
conservation and open space purposes, all in a manner complementary to activities of District; and
WHEREAS, the property and assets of POST are irrevocably dedicated to said purposes
and no part of the property and assets of POST shall ever incur to the benefit of any individual; and
WHEREAS, POST is the owner of certain real property which has open space and
recreational value located within an unincorporated area of the County of San Mateo, 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 preservation,public park, recreation,
scenic and open space purposes; and
WHEREAS, District desires to purchase said property for open space preservation and as
pail of the ecological, recreational, agricultural, aesthetic,and natural resources of the midpeninsula area;
and
WHEREAS, POST out of a desire to promote public welfare, and share the natural and
scenic beauty and enjoyment of their property with the citizens of the midpeninsula area,hereby agrees 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. POST agrees to sell to District and District agrees to purchase from
POST, POST's real property located within an unincorporated area of the County of San Mateo, State of
California, containing approximately three hundred forty(340)acres,more or less, and commonly referred
to as San Mateo County Assessor's Parcel Number 066-230-030. Said real property is further described in
the Legal Description contained in Preliminary Report number 0626014381 from Old Republic Title
Company dated December 10, 2009. A copy of said Preliminary Report is attached hereto as Exhibit A,
and incorporated herein by this reference. Said property is to be conveyed together with any easements,
rights of way, or rights of use which may be appurtenant or attributable to the aforesaid lands and any and
all improvements attached or affixed thereto. All of said real property and appurtenances shall hereinafter
be called the"Subject Property" or the"Property."
2. Purchase Price. The Purchase Price for the Property shall be Three Million Seventy Five
Thousand and No/100 Dollars($3,075,000.00)which shall be paid in cash at the"Closing" as defined in
Section 3 hereof.
3. Escrow. Promptly upon execution of this Agreement, in accordance with Section 12
herein, an escrow shall be opened at Old Republic Title Company, 361 Lytton Avenue, Suite 100, Palo
Alto, CA 94301 (650) 321-05 10 (Escrow number 062601438 1)or other title company acceptable to
District and POST(hereinafter"Escrow Holder")through which the purchase and sale of the Property shall
be consummated. A fully executed copy of this Agreement shall be deposited with Escrow Holder to serve
as escrow instructions to Escrow Holder provided that the parties shall execute such additional
supplementary or customary escrow instructions as Escrow Holder may reasonably require, This
Agreement may be amended or supplemented by explicit additional escrow instructions signed by the
parties, but the printed portion of such escrow instructions shall not supersede any inconsistent provisions
contained herein. Escrow Holder is hereby appointed and instructed to deliver,pursuant to the terms of
this Agreement, the documents and monies to be deposited into the escrow as herein provided,with the
following terms and conditions to apply to said escrow:
A. The time provided for in the escrow for the close thereof shall be on or before
March 31, 2010, provided however, that the parties may,by written agreement, extend the time for
Closing. The term "Closing" as used herein shall be deemed to be the date when Escrow Holder causes the
Grant Deed (as defined below)to be recorded in the Office of the County Recorder of San Mateo County.
B. POST 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. POST shall deposit into the escrow, on or before the Closing:
W A duly executed and recordable Grant Deed, covering the Property as
described in said Exhibit A.
(ii) A duly executed Assignment of Lease and Security Deposit and Tenant
Estoppel Certificate, in the form attached to this Agreement as Exhibit B, assigning to District POST's
interest as lessor in the Agricultural Lease(Row Crop Fanning)between POST and Mariano Ochoa, as
identified in Subsection 7.C(i)below.
(iii) A duly executed Assignment of Lease and Security Deposit and Tenant
Estoppel Certificate, in the forrii attached to this Agreement as Exhibit C, assigning to District POST's
interest as lessor in the Agricultural Lease(Cattle Grazing)between POST and Vince Fontana, as
identified in Subsection 7.C(ii)below.
D. District shall deposit into the escrow, on or before the Closing:
W The required Certificate of Acceptance for the Grant Deed,duly executed
by District and to be dated as of the Closing;
(ii) District's check payable to Escrow Holder in the amount of
Three Million Seventy-four Thousand Dollars($3,074,000.00). The$1,000.00 balance of the Purchase
Price is paid into escrow as a deposit in accordance with Section 12 of this Agreement.
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(iii) District's check payable to Escrow Holder in the amount of Six Hundred
Thousand Dollars($600,000)to be placed in the Post-Closing Site Improvements Escrow Impound
Account and disbursed as set out in Section 5 herein.
E. District shall pay the escrow fees, the CLTA Standard Policy of Title Insurance, if
required by District, and all recording costs and fees. All other costs or expenses not otherwise provided
for in this Agreement shall be apportioned or allocated between District and POST in the manner
customary in San Mateo County. All current property taxes on the Property shall be pro-rated through
escrow between District and POST as of the Closing based upon the latest available tax information using
the customary escrow procedures.
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, a CLTA Standard Policy of Title
Insurance,dated as of the Closing, insuring District in the amount of$3,675,000.00 for the Property
showing title to the Property vested in fee simple in District, subject only to: (i)current real property taxes;
(ii)exception numbers 4, 5, 6, 7, 8 and 9 as listed in Preliminary Report No. 0626014381 dated December
10,2009; and(iii) such additional title exceptions as may be approved in writing by District prior to the
Closing as determined by District in its sole and absolute discretion.
G. Escrow Holder shall,when all required funds and instruments have been
deposited into the escrow by the appropriate parties and when all other conditions to Closing have been
fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the
County Recorder of San Mateo 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 POST Escrow Holder's check for
the full Purchase Price of the 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 the event the escrow terminates as provided herein, Escrow Holder shall return all
monies, documents or other things of value deposited in the escrow to the party depositing the same.
4. Covenant Revardiny,Recognition of Significant Supporters. District shall permit POST to
reserve the right to specially recognize"Significant Supporters"(as such term is defined in and in
compliance with the criteria set out in District's"Policies for Site Naming and Gift Recognition"as are in
effect as of 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
consent not to be unreasonably withheld, of a specific location, land fort-nation,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 the Property including the preservation of public open space and natural
habitat. Any and all costs associated with the installation, repair, and maintenance of such recognition
plaques or signs shall be borne by POST. This covenant shall automatically terminate five(5) years from
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. Post-Closing Site Improvement Escrow Impound Account.
A. POST and District understand and agree that POST is responsible for the costs of certain
Property infrastructure improvements and remediation as set out in this Section. POST shall complete at its
sole cost all site clean up measures, repairs and improvements to the two(2)existing residential structures
and associated infrastructure located on the Property, including all costs of labor, materials,construction
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management, project management, consulting,release of contractor and sub contractor liens and any and
all required permits from the County of San Mateo or other applicable permitting agency(hereafter"the
Site Improvements"). The Site Improvements are more specifically identified in Exhibit D hereto and
incorporated herein by this reference.
B. POST and District desire to provide additional escrow instructions to Escrow Holder in order
to reimburse POST for the costs of conducting the Site Improvements as set out on Exhibit D subsequent
to the purchase and sale of the Subject Property by District, POST and District agree that prior to the
Closing as set out in Section 3 herein, District shall deposit with Escrow Holder the sum of Six Hundred
Thousand Dollars($600,000.00)and Escrow Holder shall establish an impound account in the amount of
$600,000 in a federally insured financial institution reasonably selected by Escrow Holder. Upon POST's
completion of the Site Improvements, which shall be completed no later than September 1, 2010, POST
shall submit to District adequate and accurate documentation of the total costs incurred by POST in
conducting the Site Improvements, including all invoices and other documentation of expenditures. Upon
receipt of this documentation, within 10 days, District shall determine if the Site Improvements have been
completed to District's reasonable satisfaction and if POST's documentation of costs is adequate. In that
event, District shall promptly deliver to Escrow Holder a Release Statement signed by District authorizing
the release of impounded funds to POST in an amount equal to POST's total costs for completion of the
Site Improvements. In no event shall such disbursement exceed the sum of Six Hundred Thousand Dollars
($600,000). Any remaining impound funds and all interest earned on the impounded funds shall be
promptly returned to the District
C. The parties agree to execute any further reasonable instructions that Escrow Holder may request
in order to implement the provisions of this Section 5 that are not inconsistent with this Agreement.
6. Rights and Liabilities of the Parties in the Event of Termination. In the event this
Agreement is terminated and escrow is canceled for any reason,all parties shall be excused from any
further obligations hereunder, except as otherwise provided herein. Upon any such termination of escrow,
all parties hereto shall be jointly and severally liable to Escrow Holder for payment of its title and escrow
cancellation charges(subject to rights of subrogation against any party whose fault may have caused such
tern-imation 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.
7. POST's Representations and Warranties. For the purpose of consurnmating the sale and
purchase of the Property in accordance herewith, POST 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. POST 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 POST to District now or at the Closing have been or will be duly authorized and executed and
delivered by POST and are legal, valid and binding obligations of POST sufficient to convey to District the
Subject Property described therein, and are enforceable in accordance with their respective terms and do
not violate any provisions of any agreement to which POST is a party or by which POST may be bound or
any articles, bylaws or corporate resolutions of POST.
C. Leases.
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(i) Agricultural Lease(Row Crop Farming). POST has delivered to District
a true, accurate, and complete copy of the Agricultural Lease for row crop fanning between Mariano
Ochoa and POST dated November 1, 2004, attached hereto as Exhibit B-I to Exhibit B of this Agreement,
and incorporated by this reference. The Agricultural Lease is in full force and effect; no party to the
Agricultural Lease is in default under its terms; and the Agricultural Lease is not subject to any defenses,
setoffs, or counterclaims for the benefit of any tenant; and no rent has been prepaid nor concessions given
to any tenant Linder the Agricultural Lease except if as disclosed therein. To POST's knowledge, no tenant
of the Property is the subject of a bankruptcy or insolvency proceeding. POST may not modify, cancel,
amend, or extend the Agricultural Lease, or waive any rights under the Agricultural 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.
(ii) Agricultural Lease(Cattle Grazing . POST has delivered to District a
true, accurate, and complete copy of the Agricultural Lease for cattle grazing between Vince Fontana and
POST dated August 20, 2007, attached hereto as Exhibit C-1 to Exhibit C of this Agreement, and
incorporated by this reference. The Agricultural Lease is in full force and effect; no party to the
Agricultural Lease is in default under its terms; and the Agricultural Lease is not subject to any defenses,
setoffs, or counterclaims for the benefit of any tenant; and no rent has been prepaid nor concessions given
to any tenant under the Agricultural Lease except if as disclosed therein. To POST's knowledge, no tenant
of the Property is the subject of a bankruptcy or insolvency proceeding. POST may not modify, cancel,
amend, or extend the Agricultural Lease, or waive any rights under the Agricultural 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.
(iii) Residential Rental Agreements. POST has delivered to District accurate
copies of two(2) Residential Rental Agreements identified as follows: 1)Residential Rental Agreement
dated March 18,2004 between POST as Landlord and Mariano Ochoa as Tenant of the residential
premises located on the Property at 2050A Purisima Creek Road, Half Moon Bay, California, and
2)Residential Rental Agreement dated March 16,2004 between POST as Landlord and Dan Paul
as Tenant of the residential premises located on the Property at 2050B Purisima Creek Road, Half Moon
Bay, California. POST covenants that it will deliver to Tenants a thirty-day notice of termination of their
respective 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.
(iv) Except as set out in Sections 7.C. i, ii, and iii herein, there are no other
written or oral leases, subleases, licenses, occupancies, or tenancies in effect pertaining to the Property.
8. Waiver of Relocation Benefits and Statutory Compensation. POST and District
understand and agree that POST may be entitled to receive certain relocation benefits and the fair market
value 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 Unifon-n Relocation
Assistance Act of 1987(101 Statutes, 246-256)(42 U.S.C. '4601 et seq.), and the California Relocation
Assistance Act, Government Code Section 7260 et seq. POST hereby waives any and all existing and/or
future claims or rights POST may have to any relocation assistance, benefits, procedures, or policies as
provided in said laws or regulations adopted thereunder and to any other compensation, except as provided
in this Agreement. POST has been advised as to the extent and availability of such benefits, procedures,
notice periods, and assistance, and freely and knowingly waives such claims, rights and notice periods
5
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.
9. As-Is Purchase and Sale. This sale is made without representation or warranty by POST,
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, POST 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 POST'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 from the Property, nor has POST
undertaken, permitted, authorized or suffered any of the foregoing;
(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, 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 POST received any communication from any such person or governmental agency or
authority concerning any such matters.
C. Indemnity. 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, to the extent arising from
any breach of the warranties or representations contained herein. POST's obligation to indemnify, defend
and hold harmless pursuant to this Section 10 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 the Closing.
11. Miscellaneous Provisions.
6
A. Access for Investigations. From the date POST delivers an executed copy of this
Purchase Agreement to District and until the Closing, District and District's agents, lender, contractors,
engineers, consultants, employees, subcontractors and other representatives("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 same; provided, however,that District may not perform any work on
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,
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 District Parties while on the Property performing its inspections.
B. Choice of Law. The internal laws of the State of California, regardless of any
choice of law principles, shall govern the validity of this Agreement,the construction of its terms and the
interpretation of the rights and duties of the parties.
C. Amendment and Waiver. The parties hereto may by mutual written agreement
amend this Agreement in any respect. Any party hereto may: (i)waive any inaccuracies in representations
and warranties made by the other party contained in this Agreement or in any documents delivered
pursuant hereto; (ii)waive compliance by the other party with any of the covenants contained in this
Agreement or the performance of any obligations of the other party; or(iii)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 take any actions and execute any documents necessary or
appropriate to closing escrow and completing this conveyance. Any agreement on the part of any party for
any such amendment, extension or waiver must be in writing.
D. 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.
E. Notices. Whenever any party hereto desires or is required to give any notice,
demand, or request with respect to this Agreement(or any Exhibit hereto), each such communication shall
be in writing and shall be deemed to have been validly served,given or delivered at the time stated below
if deposited in the United States mail, registered or certified and return receipt requested, with proper
postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery
service or sent by facsimile transmission by telex,telecopy,telegraph or cable or other similar electronic
medium, addressed as indicated as follows:
POST: Peninsula Open Space Trust
222 High Street
Palo Alto, CA 94301
Attn: Audrey Rust, President
7
TEL: (650) 854-7696
FAX: (650) 854-7703
District: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Attn: General Manager
TEL: (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.
F. 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.
G. Counterparts. This Agreement may be executed in separate counterparts, each of
which shall be deemed as an original,and when executed, separately or together, shall constitute a single
original instrument, effective in the same manner as if the parties had executed one and the same
instrument.
H. 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.
1. Entire Agreement. This Agreement is intended by the parties to be the final
expression of their agreement; it embodies the entire agreement and understanding between the parties
hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it
supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings
relating to the same subject matter.
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 perfon-ned 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,
8
and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs,
successors and permitted assigns.
L. 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.
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 Assian . 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.
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 Disputes. If a dispute arises out of or relates to this Agreement or
the performance or breach thereof, the parties agree first to participate in non-binding mediation in order to
resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any
remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy
or claim shall be settled by arbitration. The parties shall jointly select one arbitrator who shall be a retired
or fowler judge of the Superior Court of California. The arbitration shall be conducted in accordance with
the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right to
discovery. Hearings shall be held in Santa Clara or San Mateo County,California. If the parties are
unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation
Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in
all cases be final and binding.
NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE"ARBITRATION OF
DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE
SPACE BELOW,YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO APPEAL UNLESS
THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE"ARBITRATION OF DISPUTES"
PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO
THIS PROVISION,YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY
OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS
ARBITRATION PROVISION IS VOLUNTARY.
9
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.
'MCLJ POST INITIAL DISTRICT INITIAL
12. Acceptance. Provided that this Agreement is executed by POST and delivered to District
on or before March 9, 2010, District shall have until midnight March 17, 2010 to accept and execute this
Agreement, and during said period this instrument shall constitute an option and 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 rchase Agreement by District. As consideration for said irrevocable option,
District has paid into escrow and POST acknowledges receipt of the sum of One Thousand Dollars and
No/100($1,000.00), which shall be applied upon the close of escrow 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,
POST may retain the Option Consideration.
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
lII
HI
10
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
corporation
APPROVED AND ACCEPTED:
Mary Davey, President, Board of Directors Audrey C. Rust, sident
r -1 , 2 0 ) oD
Date Date
ATTEST:
Jea hung, Acting Dist 'ct Clerk
ACCEPTED FOR RECOMMENDATION
cw
Michael C. Williams, Real Property Manager
APPROVED AS TO FORM:
Susan M. Schectman, General Counsel
RECOMMENDED FOR APPROVAL:
St he . Abbors General Manager
11
ORDER NO. : O626O14381-5G
EXHIBIT AThe land referred to is situated in the unincorporated area of the County of San Mateo, State of
California, and is described asfollows:
Parcel One:
Portion of Sections 10and 15, Toxwnship6 South, Range 5 West, Mount Diablo Base and
Meridian and portion of the Rancho "Canada de Verde Y Arroyo de |a PuMss|nna", more
particularly described asa whole asfollows:
Commencing at point in the center ofLob|tmy Creek, from which a witness post on the right
bank ofsaid Creek beans North 41-1/20 West, same being marked "S" and "B", said point being
the Southeasterly corner of the lands of Sarah A. Emerson, formerly Sarah A. Wilson; thence
leaving Creek, North 41-1/20 West 22.50chains; thence South 48-1/2v West 33.00chains;
thence North 410 West 58.60 chains; thence North 710 West 10.75 chains, to the center of the
Puriss|rna Creek, said point being at the mouth of ravine; thence Northwesterly, along said
ravine orgully, 11.07 chains 1othe road that leads Uzthe y4|||, formerly belonging to Borden 8,
Hatch; thence North 600 East 11.12 chains, along the Southerly side of said road, to the corner
and line of the tract of land formerly belonging to Campbell; thence along the line of said
Campbell Tract, South 440 East 8.50 chains to the center of Purissima Creek; thence by
meander up the center of said Creek, North 34-1/20 East 13.75 chains, North 33-1/30 East 3.00
chains to the mouth of snla|| ravine; thence leaving said Creek, and running up said ravine,
North 520 East 5.5O chains and North 850 East3.8] chains; thence North 110 East 13.00
chains, along the line of said Campbell Tract Lothe lands now or formerly owned by C. S. Kelly;
thence along the Westerly line of the Kelly lands, South 600 East 6.10 chains, South 50-1/20
East 89.5O chains to the center ofLobitos Creek, aa described in Exhibit "A" Vf Decree Quieting
Title under Action No. 106568, in the Superior Court of the State of California in and for the
County ofSan Mateo, a certified copy of which was recorded June 12, 1964 in Book 4730 Of
Official Records at page 449 (File No. 31640-X), Records of San Mateo County, California;
thence in a general Southwesterly direction, down the centerline of said Cre8k, as described in
said Decree, fora distance of 1500 feet, more or less, to the point of beginning.
Parcel Two:
� A non-exclusive easement for public utilities, vehicular passage foot passage and live stock
� passage over the h]||ovving described property:
�
� A strip of land with a uniform width of25 feet lying adjacent to and measured at right angles,
� Southwesterly from a line which begins ate point in the centerline of County Road No. 41,
� commonly known as Purissirna Creek Road, distant the following courses and distances from
� the corner common to Sections 3, ], 10and 11, Tmvvnsh|p O South, Range 5 West, Mount
Diablo Base and Meridian, to wit: Easterly along the line dividing said Sections 2 and 11, a
distance of 1320 feet Uothe line dividing Lots 1 and 2 in said Section 11; thence Southerly,
� along said line dividing Lots 1 and 2, 847.81 feet more orless, boa point in the centerline 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 centerline of said
Page 1ofZ
�
� Puriss|nna Creek Road the following courses and distances: South 740 05' West 108.31 feet toa
point marked a nail and shiner; thence South 79" 24' 30" VVeaL368.1O feet Uoa point marked
� by nail and shiner; thence South 69" 31' VVegt 269.59 feet to a point marked by nail and
shiner; thence South 44029' SO" West 1556.13 feet tm the true point of beginning of the line to
be described; thence from said true point ofbeginning South 420 08' East255.28 feet more or
less, to point in the centerline nfPuriSsinla Creek.
�
Said 25 foot strip of land shall extend from its entire width from the centerline of said PuMssima
Creek Road to the centerline ofPuMsm|ma Creek.
� Said easement is appurtenant to Parcel One and was created by that certain Deed dated August
7, 1963 and recorded August 13, 1983 under File No. 26448-VV (Bnnh45J3 of Official Records
at page483), Records ofSan Mateo County, California.
�
� APN: D66-23O-O3O
�
�
]PN' 066-023-230-03 A
� .
060-013-130-03A /R/VV\
�
Page 2ofl
� �
OLD REPUBLIC 361 Lytton Avenue, Suite 100
Palo Alto, CA 94301
T I T I. E COMPANY (650) 321-0510 Fax: (650) 321-2973
PRELIMINARY REPORT
Issued for the sole use of: FIRST AMENDED REPORT
MIDPENINSULA REGIONAL OPEN SPACE DIS Our Order Number 0626014381-SG
330 DISTEL CIRCLE
LOS ALTOS, CA 94022
When Replying Please Contact:
Susan Goulet
(650) 321-0510
Property Address:
2050 Purissima Creek Road, Half Moon Bay, CA 94019
[Unincorporated area of San Mateo County]
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 December 10, 2009, at 7:30 AM
i
OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to, See Attached
Page 1 of 7 Pages
OPT'AlgR-AtpPv nwn m )
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014381-SG
FIRST AMENDED REPORT
The form of policy of title insurance contemplated by this report is:
CLTA Standard Coverage Policy -1990; AND ALTA Loan Policy - 2006. 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
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 unincorporated area of the County of San Mateo, State of California,
and is described as follows:
Parcel One:
Portion of Sections 10 and 15, Township 6 South, Range 5 West, Mount Diablo Base and Meridian and portion
of the Rancho "Canada de Verde Y Arroyo de la Purissima", more particularly described as a whole as follows:
Commencing at a point in the center of Lobitos Creek, from which a witness post on the right bank of said
Creek bears North 41-1/20 West, same being marked "S" and "B", said point being the Southeasterly corner of
the lands of Sarah A. Emerson, formerly Sarah A. Wilson; thence leaving Creek, North 41-1/20 West 22.50
chains; thence South 48-1/20 West 32.00 chains; thence North 410 West 58.60 chains; thence North 710 West
10.75 chains, to the center of the Purissima Creek, said point being at the mouth of a ravine; thence
Northwesterly, along said ravine or gully, 11.67 chains to the road that leads to the Mill, formerly belonging to
Borden & Hatch; thence North 600 East 11.12 chains, along the Southerly side of said road, to the corner and
line of the tract of land formerly belonging to Campbell; thence along the line of said Campbell Tract, South
440 East 8.50 chains to the center of Purissima Creek; thence by meander up the center of said Creek, North
34-1/20 East 13.75 chains, North 33-1/20 East 3.00 chains to the mouth of a small ravine; thence leaving said
Creek, and running up said ravine, North 520 East 5.50 chains and North 850 East 3.83 chains; thence North
110 East 13.00 chains, along the line of said Campbell Tract to the lands now or formerly owned by C. S. Kelly;
thence along the Westerly line of the Kelly lands, South 600 East 6.10 chains, South 50-1/20 East 89.50 chains
to the center of Lobitos Creek, as described in Exhibit "A" of Decree Quieting Title under Action No. 106568, in
the Superior Court of the State of California in and for the County of San Mateo, a certified copy of which was
recorded June 12, 1964 in Book 4730 of Official Records at page 449 (File No. 31640-X), Records of San
Mateo County, California; thence in a general Southwesterly direction, down the centerline of said Creek, as
described in said Decree, for a distance of 1500 feet, more or less, to the point of beginning.
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 centerline of County Road No. 41, commonly known as Purissima
Creek Road, distant the following courses and distances from the corner common to Sections 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 1320 feet to the line dividing Lots 1 and 2 in said Section 11; thence
Page 2 of 7 Pages
nPT'31rR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014381-SG
FIRST AMENDED REPORT
Southerly, along said line dividing Lots 1 and 2, 847.81 feet, more or less, to a point in the centerline 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 centerline of said Purissima Creek Road the
following courses and distances: South 740 05' West 108.31 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 440 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 centerline of Purissima Creek.
Said 25 foot strip of land shall extend from its entire width from the centerline of said Purissima Creek Road to
the centerline of Purissima Creek.
Said easement is appurtenant to 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.
APN: 066-230-030
JPN: 066-023-230-03 A
066-013-130-03 A (R(W)
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 2010 - 2011, a lien, but not
yet due or payable.
2. Taxes and assessments, general and special, for the fiscal year 2009 - 2010, as follows:
Assessor's Parcel No 066-230-030
Code No. 87-020
1st Installment $8,056.42 Marked Paid
2nd Installment $8,056.42 NOT Marked Paid
Land Value $3,091,425.00
Imp. Value $220,814.00
Exemption $1,818,376.00 Others
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 natural causes.
Page 3 of 7 Pages
nPT'A I rA-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014381-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. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Instrument Grant of Right of Way
Granted To Great Western Power Company of California, a California corporation
For a single line of poles
Dated August 8, 1928
Recorded December 21, 1928 in Book 385 of Official Records, Page 356
Affects the exact location of said right of way is not disclosed of record
All interest under the foregoing right of way has passed to Pacific Gas and Electric Company,
a corporation
8. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Instrument Grant of Right of Way
Granted To Great Western Power Company of California, a California corporation
For a single line of poles
Dated August 11, 1928
Recorded December 20, 1928 in Book 390 of Official Records, Page 240
Affects the exact location of said right of way is not disclosed of record.
All interest under the foregoing right of way has passed to Pacific Gas and Electric Company,
a corporation
Page 4 of 7 Pages
OPT'11 SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014381-SG
FIRST AMENDED REPORT
9. 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.
Order Amending the 1985 Modified and Amended Decree, recorded June 6, 1988, under
Recorder's Serial No. 88085371 and 89073766 and 96012466 Official Records.
10. The requirement that a certified copy of a resolution of the board of directors be furnished to
this Company authorizing or ratifying the proposed conveyance, and that there be annexed
to the conveyance a certificate of compliance and approval meeting the requisites of Section
5912 Corporations Code.
11. Rights and claims of parties in possession.
12. The Homeowner's Policy applies only if each insured named in Schedule A is a Natural Person
(as Natural Person is defined in said policy). If each insured to be named in Schedule A is not
such a Natural Person, contact the Title Department immediately.
-------------------- 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 and 2.1.
Page 5 of 7 Pages
nPT'A 1 SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014381-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 2050 Purissima 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:
NONE
C. NOTE: The last recorded transfer or agreement to transfer the land described herein is as
follows:
Instrument
Entitled Grant Deed
By/From Clyde E. Beffa, Jr., a married man, as his sole and separate property
and Christine Marie Beffa Glynn, an unmarried woman, who acquired
title as a married woman as her sole and separate property and Bore[
Private Bank &Trust Company, as successor trustee of the Lydia M.
Beffa Trust FBO Clyde E. Beffa, Jr. and Borel Private Bank&Trust
Company, as successor trustee of the Lydia M. Beffa Trust FBO
Christine Marie Beffa Glynn
TO Peninsula Open Space Trust, a California non-profit public benefit
corporation
Dated February 17, 2004
Recorded April 12, 2004 in Official Records under Recorder's Serial Number
2004-067821
Page 6 of 7 Pages
nPT'11 SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014381-SG
FIRST AMENDED REPORT
Disclosure to Consumer of Available Discounts
Section 2355.3 in Title 10 of the California Code of Regulation necessitates that Old
Republic Title Company provide a disclosure of each discount available under the
rates that it, or its underwriter Old Republic National Title Insurance Company, have
filed with the California Department of Insurance that are applicable to transactions
involving property improved with a one to four family residential dwelling.
You may be entitled to a discount under Old Republic Title Company's escrow
charges if you are an employee or retired employee of Old Republic Title Company
including its subsidiary or affiliated companies or you are member in the California
Public Employees Retirement System "CalPERS" or the California State Teachers
Retirement System "CaISTRS".
If you are an employee or retired employee of Old Republic National Title Insurance
Company, or it's subsidiary or affiliated companies, you may be entitled to a
discounted title policy premium.
Please ask your escrow or title officer for the terms and conditions that apply to
these discounts.
A complete copy of the Schedule of Escrow Fees and Service Fees for Old Republic
Title Company and the Schedule of Fees and Charges for Old Republic National Title
Insurance Company are available for your inspection at any Old Republic Title
Company office.
O.N.
Page 7 of 7 Pages
Exhibit A
CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY- 1990
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or
expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating(i)the occupancy, use, or enjoyment of the land; (ii)the character,dimensions or location of any
improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any
parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or
governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting
from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.-
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a
defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of
Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from
coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3. Defects,liens,encumbrances,adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in
writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy;.
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy;or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for
the estate or interest insured by this policy.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of
any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land Is situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured
mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the
interest of the insured lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws.
EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART I
This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of:
1. Taxes or assessments Which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the public records.
Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of
such agency or by the public records.
2. Any facts, rights, interests, or claims Which are not shown by the public records but which could be ascertained by an inspection of the land
which may be asserted by persons in possession thereof,
3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which
are not shown by the public records.
5. (a)Unpatented mining claims; (b)reservations or exceptions in patents or in Acts authorizing the issuance thereof, (c)water rights,claims or title
to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records.
Page 1 of 2
Exhibit
AMoRICANmAmD TITLE ASSOCIATION
LOAN POLICY OF TITLE INSURANCE-2mo6
� EXCLUSIONS FROM COVERAGE
�
The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or
� expenses that arise uv reason of!
�
1. (v) Any law,ordinance, permit,nr governmental regulation(including those relating m building and zoning)restricting, regulating,prohibiting,m
relating to
(i) the occupancy, use,o,enjoyment nf the Land;
(ii) the character,dimensions,o,location m any improvement erected vn the Land;
(m) the subdivision m land; or
(*) environmental protection;o,the effect m any violation m these laws,ordinances,m governmental regulations. This Exclusion
z(a)does not modify u,limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6.
� z Rights m eminent domain.This Exclusion does not modify m limit the coverage provided under Covered Risk 7mn. �
�
� }. Defects,liens,encumbrances,adverse claims,or other matters
� (a) created,suffered,assumed,o,agreed mby the Insured Claimant;
� (o) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in
� writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
� (c) resulting innn loss o,damage m the Insured Claimant;
� (0 attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11, zs'
o,z4);or
� (,) resulting in loss u,damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.
� 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws �
u,the state where the Land/ssituated. �
�
s. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured �
Mortgage and is based upon usury or any consumer credit protection or truth-in-lendi ng law. �
6. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the lien
� o,the Insured Mortgage,io
(a) a fraudulent conveyance n,fraudulent transfer,or
(b) a preferential transfer for any reason not stated in Covered Risk/a(u)vr this policy.
� 7. Any lien nn the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and �
�
� the date of recording of the Insured Mortgage in the Public Records.This Exclusion doesnot modify m limit the coverage provided under Covered
Risk zz(»). �
EXCEPTIONS FROM COVERAGE—SCHEDULE 8,PART 1,SECTION ONE �
This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)that arise uv reason of:
1. (a)Taxes o,assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the Public Records; (b)proceedings by a public agency that may result in taxes or assessments,or notices of such proceedings,
whether o,not shown bv the records ov such agency v,uv the Public Records.
z. Any facts,rights,interests,or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that
� may ue asserted»y persons m possession nr the Land.
s. Easements,liens or encumbrances,or claims thereof, not shown by the Public Records. �
*. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by^n accurate and
complete land survey v,the Land and not shown»v the Public Records.
5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title
to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records.
�
Page 2of2
�
�
Old Republic Title Company �
Privacy Policy Notice
PURPOSE OF THIS NOTICE
Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or
through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third
party unless the institution provides you with a notice Ofits privacy policies and practices, Such as the
type of information that it collects about you and the categories of persons or entities to whom it may
be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies
you of the privacy policies and practices of Old Republic Title Company
We may collect nonpublic personal information about you from the following sources:
Information vve receive from you such as on applications or other forms.
Information about your transactions vve secure from our flies, or from [our affiliates or] others.
Information vve receive from a consumer reporting agency.
Information that we receive from others involved in your transaction, such as the real estate
agent orlender.
� Unless itis specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic
personal information will be collected about you.
� We may disclose any of the above information that we collect about our customers or former
� customers 0o our affiliates or to nonaffiliated third parties as permitted by law.
� We also may disclose this information about our customers or former customers to the following
�
types of nonaffiliated companies that perform marketing services on our behalf or with vvhonn we
� have joint marketing agreements:
Financial service providers such as companies engaged in banking, consumer finance,
securities and insurance.
Non-financial companies such as envelope stuffans and other fu!fi||rnmnt service
providers. |
VV� �� N�� �lS�LO6� /\N� NONPUB�CPERSONAL INFORMATION ABOUT YOU VVITHANYONE FOR
�
� �
� ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. �
� We restrict access to nonpublic personal information about you to those employees who need to
� know that information in order to provide products or services to you. We maintain physical,
� electronic, and procedural safeguards that omrnp|y with federal regulations to guard your nonpublic
personal information.
� ORT287-[ 5/07/01
�
�
TAX CODE AREA
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9-14
EXHIBIT B
ASSIGNMENT OF LEASE AND SECURITY DEPOSIT
This Assignment of Lease and Security Deposit(*Assignment") is entered into as of
2010 between Peninsula Open Space Trust(-POST"), a California non-profit public benefit
corporation("Assignor")and Midpeninsula Regional Open Space District("District"), a California special
district("Assignee").
RECITALS
A. Assignor and Assignee have entered into a Purchase Agreement(-Agreement")dated
2010 in which Assignee has agreed to acquire real property known as Lobitos Ridge,
located in an unincorporated area of the County of San Mateo, State of California("Property"),Assessor's
Parcel Number 066-230-030, and more particularly described in Exhibit A of the Agreement.
B. Assignor has previously entered into an Agricultural Lease between POST and Mariano Ochoa
dated November 1, 2004 and with an extended lease term until November 30, 2010, a copies of which are
attached hereto as Exhibit B-1, and incorporated in this Assignment(the"Lease").
C. Assignor has accepted and retained any required security deposit("Security Deposit") from tenants
under the Lease in the amount set forth in attached Exhibit 13-1 and incorporated in this Assignment.
D. Pursuant to the Agreement, Assignor has agreed to assign to Assignee all right,title, and interest in
the Lease and the Security Deposit, and Assignee has agreed to assume all Assignor's obligations under
the Lease.
For good and valuable consideration received,Assignor and Assignee agree as follows:
SECTION 1. ASSIGNMENT
Assignor assigns all right,title, interest,and obligations in the Lease and the Security Deposit to Assignee
effective upon the date of close of escrow for the purchase of the Property from Assignor by Assignee,
which shall be the effective date of this Assignment.
SECTION 2. NOTICE TO TENANTS
Following the execution of the Agreement, 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 landlord's obligations, duties, responsibilities, and liabilities under the Lease
which arise or are to be performed after the effective date of this Assignment(i.e., those obligations which
do not arise out of conduct, acts or failures to act, circumstances or events taking place prior to the
effective date of this Assignment).
i
SECTION 4. ASSIGNOR'S COVENANTS
Assignor covenants to the best of its knowledge that the Lease is in full force and effect. Assignor further
covenants to the best of its knowledge that there are no defaults under the Lease.
SECTION 5. INDEMNITY
A. Assignor shall indemnify and defend Assignee against and hold Assignee harmless 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 to the date of this Assignment or any breach of the
Lease occurring prior to the effective date of this Assignment.
B. Except as set forth in the preceding paragraph,Assignee shall indemnify and defend Assignor
against and hold Assignor harmless from any Claims caused by Assignee's failure to perform any of its
obligations under the Lease(as landlord)on or after the effective date of this Assignment(i.e., do not arise
out of conduct, acts or failures to act, circumstances or events taking place prior to the effective date of this
Assignment)and during the 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 parties 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 be affected.
SECTION 8. WAIVERS
No waiver or breach of any covenant or provision shall be deemed a waiver of 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 form shall include plural and vice versa. This Assignment
shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have
prepared it. Unless otherwise indicated, all references to sections are to this Assignment.
SECTION 10. COUNTERPARTS
This Assignment may be executed in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same instrument.
This Assignment may not be amended or altered except by a written instrument executed by Assignor and
Assignee.
SECTION 11. 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
This 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. Abbors, General Manager
Date: Date:
ATTEST:
By:
Anna Duong, Acting District Clerk
APPROVED AS TO FORM:
By:
Susan M. Schectman, General Counsel
EXHIBIT B-2
TENANT ESTOPPEL CERTIFICATE AND WAIVER OF
RELOCATION BENEFITS
Tenant Name and Address:
Mariano Ochoa
2050A Purisima Creek Road
Half Moon Bay, California
The undersigned is a tenant("Tenant")of the Peninsula Open Space Trust("POST")property
known as Lobitos Ridge, the description of which is attached hereto as Exhibit A(hereafter referred to as
"the Premises"). POST, as landlord(hereafter referred to as"Landlord")by the Agricultural Lease dated
November 1, 2004 and amendments thereto("Lease"), has leased the Premises to Tenant, and the Lease
will be assigned to MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ("District"). The
undersigned certifies to the District, for its benefit and reliance, as follows:
1. A complete, true and correct copy of the Lease(inclusive of all addenda, exhibits and
riders thereto and all amendments and modifications thereof to date), is attached hereto as Exhibit B-1.
2. The Lease as attached hereto has not been modified, amended or supplemented. There are
no understandings, oral or written, amending, supplementing or changing the terms of the Lease except as
so attached hereto.
3. The Lease is in full force and effect, having been duly executed and delivered by Tenant.
4. Tenant has accepted possession of the Premises.
5. All Rent payable by Tenant as of the date hereof has been paid.
6. To the best of Tenant's actual knowledge, without any duty to investigate, Landlord is not
in default under any of the terms, conditions or covenants of the Lease.
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 of Tenant's actual knowledge, without any duty to investigate, there are
no circumstances that, with the passage of time or giving of notice, or both, would constitute a default by
Landlord.
8. The address for notices to Tenant is as follows:
Mariano Ochoa
2050A Purisima Creek Road
Half Moon Bay, California
9. To the best of Tenant's actual knowledge, without any duty to investigate, Tenant has no
charge, lien, or claim of offset under the Lease or against rent or other charges due under the Lease.
10. Tenant has no right or option to purchase the Premises or any part or all of the building of
which they are a part, or to renew or extend the Lease,or to expand the Premises.
11. Tenant has not received notice of any assignment, hypothecation,mortgage or pledge of
Landlord's interest in the Lease or the rents or other amounts payable under the Lease.
12. The amount of any security or other deposit returnable to Tenant pursuant to the Lease is
set forth in the Lease.
13. Tenant has not assigned or entered into any subleases or licenses, whether oral or written,
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 in writing the obligations of
the Landlord under the Lease,Tenant shall attom to and recognize District as the Landlord under the Lease
and shall be bound by and perform all of the obligations imposed by the Lease on Tenant, and District
shall succeed to all of the rights of the Landlord under 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 Landlord
under the Lease before District's acquisition of the Premises, and District shall not be subject to any
defenses or offsets or claims Tenant may have against POST or any prior Landlord.
15. Waiver of Relocation Benefits. Tenant understands and agrees that Tenant may be
entitled to receive certain relocation benefits as provided for by the Federal Uniform Relocation Assistance
and Real Property Acquisition Act of 1970 (Public Law 100-17,Title W), the Surface Transportation and
Uniform Relocation Assistance Act of 1987 (42 U.S.C. § 4601 et seq.), and/or the California Relocation
Assistance Act(Government Code § 7260 et seq.). Tenant hereby waives any and all existing and/or
future claims or rights Tenant may have against District for any relocation assistance,benefits,procedures,
or 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 agreement or admission by
District that Tenant or any other occupant of the Premises is entitled to any such benefits.
16. Tenant makes the foregoing statements to District with the understanding that District may
take certain actions based on the District's material reliance on this Estoppel Certificate, including but not
limited to District's purchase of the Premises.
Dated: 12010
Signed:
Print Name:
EXHIBIT C
ASSIGNMENT OF LEASE AND SECURITY DEPOSIT
This Assignment of Lease and Security Deposit("Assignment")is entered into as of
2010 between Peninsula Open Space Trust ("POST"), a California non-profit public benefit
corporation ("Assignor")and Midpeninsula Regional Open Space District ("District"), a California special
district ("Assignee").
RECITALS
C. Assignor and Assignee have entered into a Purchase Agreement("Agreement")dated
, 2010 in which Assignee has agreed to acquire real property known as Lobitos Ridge,
located in an unincorporated area of the County of San Mateo, State of California("Property"), Assessor's
Parcel Number 066-230-030, and more particularly described in Exhibit A of the Agreement.
D. Assignor has previously entered into an Agricultural Lease between POST and Vince Fontana
August 20, 2007 and with an extended lease term until July 31, 2010, a copy of which are attached hereto
as Exhibit C-1, and incorporated in this Assignment(the"Lease").
C. Assignor has accepted and retained any required security deposit("Security Deposit")from tenants
under the Lease in the amount set forth in attached Exhibit C-1 and incorporated in this Assignment.
D. Pursuant to the Agreement, Assignor has agreed to assign to Assignee all right,title, and interest in
the Lease and the Security Deposit, and Assignee has agreed to assume all Assignor's obligations under
the Lease.
For good and valuable consideration received, Assignor and Assignee agree as follows:
SECTION 1. ASSIGNMENT
Assignor assigns all right,title, interest, and obligations in the Lease and the Security Deposit to Assignee
effective upon the date of close of escrow for the purchase of the Property from Assignor by Assignee,
which shall be the effective date of this Assignment.
SECTION 2. NOTICE TO TENANTS
Following the execution of the Agreement, 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 landlord's obligations, duties, responsibilities, and liabilities under the Lease
which arise or are to be performed after the effective date of this Assignment(i.e.,those obligations which
do not arise out of conduct, acts or failures to act, circumstances or events taking place prior to the
effective date of this Assignment).
SECTION 4. ASSIGNOR'S COVENANTS
Assignor covenants to the best of its knowledge that the Lease is in full force and effect. Assignor further
covenants to the best of its knowledge that there are no defaults under the Lease.
SECTION 5. INDEMNITY
C. Assignor shall indemnify and defend Assignee against and hold Assignee harmless 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 to the date of this Assignment or any breach of the
Lease occurring prior to the effective date of this Assignment.
D. Except as set forth in the preceding paragraph, Assignee shall indemnify and defend Assignor
against and hold Assignor harmless from any Claims caused by Assignee's failure to perform any of its
obligations under the Lease(as landlord)on or after the effective date of this Assignment(i.e., do not arise
out of conduct, acts or failures to act,circumstances or events taking place prior to the effective date of this
Assignment)and during the 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 parties 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 be affected.
SECTION 8. WAIVERS
No waiver or breach of any covenant or provision shall be deemed a waiver of 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 form shall include plural and vice versa. This Assignment
shall not be construed as if it had been prepared by one of the parties,but rather as if both parties have
prepared it. Unless otherwise indicated, all references to sections are to this Assignment.
SECTION 10. COUNTERPARTS
This Assignment may be executed in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same instrument.
This Assignment may not be amended or altered except by a written instrument executed by Assignor and
Assignee.
SECTION 11. 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
This 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. Abbors, General Manager
Date: Date:
ATTEST:
BY:
Anna Duong, Acting District Clerk
APPROVED AS TO FORM:
By:
Susan M. Schectman,General Counsel
EXHIBIT D
Site Improvements for 2050 Purisima Creek Road
General
1. Bat Survey
2. Archaeological Survey
3. Construction Management
4. New Water System&Water Treatment
5. Architect
6. POST Project Management
House"A"Ochoa
I. Asbestos and Lead Inspection
2. Termite Treatment
3. Goat Fence
4. Roof(including insulation)
5. Window replacement
6. Renovated Septic System
7. Bathroom/Laundry Room Renovation
8. Interior Paint
9. Heating System
10. Replumb Kitchen Sink
House"B"Paul
1. Asbestos and Lead Inspection
2. Termite Treatment
3. Renovated Septic System
4. Repair Stairs
5. Replace Rear Door
6. Replace Window Sashes
7. Repair Stucco wall near bathroom window
Buildings 3, 4, &Trailer
1. Debris Removal
2. Demolition
Garage& Studio
1. Repair Roof
2. Demolish Studio Interior
Bam
1. Structural supports
D-I