Loading...
HomeMy Public PortalAbout20101013 - Resolution - Board of Directors (BOD) (3) Cover Sheet For Scanning By ECS Originating Department General Manager Laserfiche Template Board Of Directors Template Fields Document Date: 10/13/2010 Document Type: Resolution Preserve Name: Keywords(No More Than 4): Slaght Trust Purchase Project Name: Project Number: Vendor Or Other Party: Name (First): Name (Last): Address: APN Number: Document No. 10-33 Additional Field: Additional Field: Additional Field: C Additional Field: r RESOLUTION 10-33 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT,AUTHORIZING GENERAL MANAGER OR OTHER OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT,AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (SIERRA AZUL OPEN SPACE PRESERVE - LANDS OF SLAGHT 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 CAROL Y. MILLER AND NEVA L. SC HUELKE,CHUELKE SUCCESSOR CO-TRUSTEES OF THE GENEVA J. SLAGHT MARITAL TRUST DATED MAY 31, 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 40% INTEREST; CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR COTRUSTEES OF THE ORAN L. SLAGHZ 7 RUST B-1 DATED MAY 31, i 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 20% INTEREST; AND CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR CO-TRUSTEES OF THE ORAN L. SLAGHT TRUST B-2 DATED MAY 31, 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 40% INTEREST and the Midpeninsula Regional Open Space District (District), a copy of which purchase agreement is attached hereto and by reference made a part hereof, and authorizes the President or other appropriate officer to execute the Agreement on behalf of the District to acquire the real property described therein ("the Slaght 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(s) 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 $20,000 to cover the cost of title insurance, escrow fees, site clean up and other miscellaneous costs related to this transaction. Section Five. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement and documents which do not involve any material change to any term of the Agreement or documents, which are necessary or appropriate to the closing or implementation of this transaction. Section Six. The purpose of this Section is to enable the District to reimburse its general fund for the cost of certain land acquisitions. The District wishes to finance certain of these real property acquisitions and expects to use tax-exempt debt, such as bonds, but a tax-exempt financing is not cost justified for the District unless the principal amount of the financing is large enough to justify the related financing costs. Consequently, it is the District's practice to buy property with its general funds and, when a tax-exempt financing is cost-justified based on the aggregate value of acquisitions, to issue tax-exempt obligations to reimburse itself for previous expenditures of general funds. These general funds are needed for operating and other working I' 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$2,025,000 and to use a portion of the proceeds of the obligations for reimbursement of District expenditures for acquisition of the Slaght Property that are paid before the date of issuance of the obligation. RESOLUTION NO. 10-33 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on October 13, 2010 at a Regular Meeting thereof, by the following vote: AYES: CYR,HANKO,HARRIS,HASSETT,RIFFLE,SIEMENS NOES: NONE ABSTAIN: NONE ABSENT: NONE ATTEST: APPROVED: QW 4-2 cret, Pre�ent Board of Directors Board of Directors I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that the above is a true and correct co of a resolution duly adopted b the Board of Directors of copy Y p Y j the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly held and called on the above day. District Clerk Purchase Agreement Page I PURCHASE AGREEMENT This Agreement is made and entered into by and between CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR CO-TRUSTEES OF THE GENEVA J. SLAGHT MARITAL TRUST DATED MAY 31, 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 40% INTEREST; CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR COTRUSTEES OF THE ORAN L. SLAGHT TRUST 13-1 DATED MAY 31, 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 20% INTEREST; AND CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR CO-TRUSTEES OF THE ORAN L. SLAGHT TRUST B-2 DATED MAY 31, 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 40% INTEREST, hereinafter called "Seller," and the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resources Code, hereinafter called "District." RECITALS WHEREAS, Seller is the owner of certain real property which has open space and recreational value, located within an unincorporated area of the County of Santa Clara, and being more particularly described within the body of this Agreement; and WHEREAS, District was formed by voter initiative to solicit and receive conveyances of real property by purchase, exchange, gift, or bargain purchase for public park, recreation, scenic and open space purposes; and WHEREAS, District desires to purchase said property for open space preservation and as part of the ecological, recreational, and aesthetic resources of the midpeninsula area; and WHEREAS, Seller wishes to sell and convey the entirety of said property to District, and District wishes to purchase said property upon the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. Purchase and Sale. Seller agrees to sell to District and District agrees to purchase from Seller, Seller's real property located within an unincorporated area of the County of Santa Clara, State of California, containing approximately Twenty(20) acres, more or less, and commonly referred to as Santa Clara County Assessor's Parcel Number 537-10-003. Said property is further described in the Legal Description attached to Preliminary Report number 56007-997259-10 from North American Title Company. A copy of said Preliminary Report is attached hereto as Exhibit "A" and incorporated herein by this reference. Said property is to be conveyed together with any easements, rights of way, or rights of use which may be appurtenant or attributable to the aforesaid lands and any and all improvements attached or affixed thereto. Purchase Agreement Page 2 All of said real property and appurtenances shall hereinafter be called the "Subject Property" or the "Property". 2. Purchase Price. The total purchase price("Purchase Price") for the Property shall be Two Million Twenty-five Thousand and No/100 Dollars ($2,025,000.00), 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 North American Title Company, 497 N. Santa Cruz Avenue, Los Gatos, Ca 95030 (408) 399-4100 (Escrow number 56007-997259-10) or other title company acceptable to District and Seller(hereinafter "Escrow Holder") through which the purchase and sale of the Property shall be consummated. A fully executed copy of this Agreement shall be deposited with Escrow Holder to serve as escrow instructions to Escrow Holder, provided that the parties shall execute such additional supplementary or customary escrow instructions as Escrow Holder may reasonably require. This Agreement may be amended or supplemented by explicit additional escrow instructions signed by the parties,but the printed portion of such escrow instructions shall not supersede any inconsistent provisions contained herein. Escrow Holder is hereby appointed and instructed to deliver, pursuant to the terms of this Agreement, the documents and monies to be deposited into the escrow as herein provided, with the following terms and conditions to apply to said escrow: A. The time provided for in the escrow for the close thereof shall be on or before October 29, 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 Santa Clara County. B. Seller and District shall, during the escrow period, execute any and all documents and perform any and all acts reasonably necessary or appropriate to consummate the purchase and sale pursuant to the terms of this Agreement. C. Seller shall deposit into the escrow on or before the Closing an executed and recordable Grant Deed, covering the Property as described in said Exhibit "A". D. District shall deposit into the escrow, on or before the Closing: 0) The required Certificate of Acceptance for the Grant Deed duly executed by District and to be dated as of the Closing; (ii) District's check payable to Escrow Holder in the amount of Two Million Fifteen Thousand and No/100 Dollars ($2,015,000.00) which is the balance of the Purchase Price of$2,025,000 as specified in Section 2. The balance of$10,000.00 is paid into escrow in accordance with Section 12 of this Agreement. Purchase Agreement Page 3 E. Seller and District shall share (50150) the escrow fees, the CLTA Standard Policy of Title Insurance, if required by District, and all recording costs and fees. All other costs or expenses not otherwise provided for in this Agreement shall be apportioned or allocated between District and Seller in the manner customary in Santa Clara County. All current property taxes on the Property shall be pro-rated through escrow between District and Seller as of the Closing based upon the latest available tax information using the customary escrow procedures. F. Seller shall cause North American Title Company, or other title company acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of $2,025,000.00 for the Property showing title to the Property vested in fee simple in District, subject only to: (i) current real property taxes, (ii) title exceptions 4 and 5 as shown in preliminary report 56007-997259-10 dated March 18, 2010, and (iii) such additional title exceptions as may be approved in writing by District prior to the Closing as determined by District in its sole and absolute discretion. G. Escrow Holder shall, when all required funds and instruments have been deposited into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the County Recorder of Santa Clara County. Upon the Closing, Escrow Holder shall cause to be delivered to District the original of the policy of title insurance required herein, and to Seller Escrow Holder's check for the full purchase price of the Subject Property(less Seller's portion of the expenses described in Section 3.E. and to District or Seller, as the case p p ), , 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. Rights and Liabilities of the Parties in the Event of Termination. In the event this Agreement is terminated and escrow is canceled for any reason, all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. Upon any such termination of escrow, all parties hereto shall be jointly and severally liable to Escrow Holder for payment of its title and escrow cancellation charges (subject to rights of subrogation against any party whose fault may have caused such termination of escrow), and each party expressly reserves any other rights and remedies which it may have against any other party by reason of a wrongful termination or failure to close escrow. 5. Leases or Occupancy of Premises. Seller and District entered into a Residential Lease Agreement (Lease) dated May 1, 2002 for use of the residence at 18171 B Pheasant Road as a District employee residence. Both Seller and District agree that this Lease will immediately terminate at the close of escrow and be of no further force and effect. District and Seller agree that upon close of escrow, District will have no further obligation or duty to Seller under the Lease, nor will Seller be entitled to any rent or monetary payments of any kind. With the exception of the Lease identified above, the Seller warrants that there exist no other oral or written leases or rental agreements affecting all or any portion of the Subject Property. Seller further warrants and agrees to hold District free and harmless and to reimburse District for any Purchase Agreement Page 4 and all costs liability , loss, damage g or expense, pence, including costs for legal services, occasioned by reason of any such lease or rental agreement of the Property being acquired by District, including, j but not limited to, claims for relocation benefits and/or payments pursuant to California Government Code Section 7260 et seq. Seller understands and agrees that the provisions of this paragraph shall survive the close of escrow and recordation of any Grant Deed(s). 6. Seller's Representations and Warranties. For the purpose of consummating the sale and purchase of the Property in accordance herewith, Seller makes the following representations and warranties to District, which shall survive close of escrow, each of which is material and is being relied upon by District. A. Authority. Seller has the full right,power and authority to enter into this Agreement and to perform the transactions contemplated hereunder. i B. Valid and Binding Agreements. This Agreement and all other documents delivered by Seller to District now or at the Closing have been or will be duly authorized and executed and delivered by Seller and are legal, valid and binding obligations of Seller sufficient to convey to District the Subject Property described therein, and are enforceable in accordance with their respective terms and do not violate any provisions of any agreement to which Seller is a party or by which Seller may be bound or any articles, bylaws or corporate resolutions of Seller. C. Good Title. Seller has and at the Closing date shall have good, marketable and indefeasible fee simple title to the Subject Property and the interests therein to be conveyed to District hereunder, free and clear of all liens and encumbrances of any type whatsoever and free and clear of any recorded or unrecorded option rights or purchase rights or any other right, title or interest held by any third party except for the exceptions permitted under the express terms hereof, and Seller shall forever indemnify and defend District from and against any claims made by any third party which are based upon any inaccuracy in the foregoing representations. 7. Integrity of Property. Except as otherwise provided herein or by express written permission granted by District, Seller shall not, between the time of Seller's execution hereof and the close of escrow, cause or allow any physical changes on the Property. Such changes shall include but not be limited to grading, excavating or other earthmoving activities, cutting or removing trees, shrubs, brush or other vegetation, and damaging or demolition of improvements or structures on the Property. 8. As-Is Purchase and Sale. This sale is made without representation or warranty by Seller, except as expressly set forth in this Agreement. Seller has provided District with copies of all reports and documents in its possession regarding the improvements, physical, geologic and environmental condition of the Property("Disclosure Documents") known to Seller for District's inspection and review. District acknowledges that Seller has delivered to District the reports and documents listed in this Section, and that this list does not relieve Seller of its obligation to provide District with all Disclosure Documents known to it. Seller does not represent or warrant the accuracy of any information in the following reports, and is presenting Purchase Agreement Page 5 them to the District merely as part of the Seller's disclosure of reports Seller has in its possession as described above. A. 2002/2006 Roof for both houses receipt B. 2005 Well (25 GPM) receipt/report C. 2006 Bathroom remodel for rental unit B receipt D. 2007 new septic tank for rental unit B, ABLE Septic Tank Service check stubs/receipt E. 2004-2010 property clean-up (dumpsters/disposal/tire removal) some receipts attached F. 2010 Hazard Waste Disposal runs 7/24,7/31, 8/6 appt. confirmations G. 2010 All Chem toxic clean-up (drums of gas/oil) receipt H. 2010 Mike and Jerry Tobar Excavation (property clean-up/disposal of debris) contract for mid-August (to be inspected by Midpeninsula Open Space) 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, the suitability of the Property for any purpose, the compliance of the Property for any purpose, the compliance of the Property with applicable laws, the condition of the soil, water, vegetation, any water courses or bodies of water in, on or adjacent to the Property, and the surroundings of the Property, and that District shall purchase the Property AS-IS WITH ALL FAULTS. Except as expressly set forth in this Agreement, Seller expressly disclaims any representations or warranties concerning any of the foregoing matters. District represents and warrants to Seller that District has made visual inspections of the Property and such geologic, soils and other tests as District deems appropriate, and that District accepts the condition of the Property as set forth above. 9. Hazardous Waste. A. Definitions. The term "Hazardous Waste," as used herein, means any substance, material or other thing regulated by or pursuant to any federal, state or local environmental law by reason of its potential for harm to human health or the environment because of its flammability, toxicity, reactivity, corrosiveness or carcinogenicity. The term "Hazardous Waste" also includes without limitation, polychlorinated biphenyls, benzene, asbestos, petroleum, petroleum by-products, gas, gas liquids and lead. The term "Environmental Law" as used herein includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) B. Representations and Warranties. For the purpose of consummating the sale and purchase of the Property, Seller makes the following representations and warranties to District, which shall survive close of escrow, each of which is material and is being relied upon by District: Purchase Agreement Page 6 i (i) To Seller's knowledge, the Property has been cleared of any Hazardous Waste or underground storage tanks, and all known Hazardous Waste has been disclosed to the District, removed from the Property and disposed of properly. No Hazardous Waste is being used, manufactured, handled, generated, stored, treated, discharged, present, buried or disposed of on, under or about the Property, or transported to or from the Property, nor has Seller undertaken, permitted, authorized or suffered any of the foregoing; (ii) Seller has not received any notice and Seller has no actual knowledge that any private person or governmental authority or administrative agency or any employee or agent thereof has determined, alleged or commenced or threatened to commence any litigation, or other proceedings, to determine that there is a presence, release, threat of release, placement on, under or about the Property, or the use, manufacture, handling, generation, storage, treatment, discharge, burial or disposal on, under or about the Property, or the transportation to or from the Property, of any Hazardous Waste, nor has Seller received any communication from any such person or governmental agency or authority concerning any such matters. C. Indemnity. Seller shall indemnify, defend and hold harmless District from and against and all claims, liabilities, losses, damages, and costs incurred or suffered by District, including without limitation, attorney, engineering and other professional or expert fees, to the extent arising from any breach of the warranties or representations contained herein. 10. Waiver of Relocation Benefits and Statutory Compensation. Seller and District understand and agree that Seller may be entitled to receive certain relocation benefits and the fair market value of the Property described in Exhibit "A", as provided for by the Federal Uniform Relocation Assistance and Real Property Acquisition Act of 1970 (Public Law 91-646), the Uniform Relocation Act Amendments of 1987 (Public Law 100-17, Title IV of the Surface Transportation and Uniform Relocation Assistance Act of 1987 (101 Statutes, 246-256) (42 U.S.C. '4601 et seq.), and the California Relocation Assistance Act, Government Code Section 7260 et seq. Seller hereby waives any and all existing and/or future claims or rights Seller may have to any relocation assistance, benefits, procedures, or policies as provided in said laws or regulations adopted there under and to any other compensation, except as provided in this Agreement. Seller has been advised as to the extent and availability of such benefits, procedures, notice periods, and assistance, and freely and knowingly waives such claims, rights and notice periods except as set forth in this Agreement, including the fair market value of said Property, as provided for by said Federal Law and any similar California Law. 11. Miscellaneous Provisions. A. Access for Investigations. From the date Seller delivers an executed copy of this Purchase Agreement to District and until the Closing, District and District's agents, lender, contractors, engineers, consultants, employees, subcontractors and other representatives (the"District Parties") may, upon the giving of reasonable advance written notice to Seller, enter upon the Property for the purpose of inspecting, testing and evaluating the same; provided, however, that District may not perform any work on the Property without Seller's prior written Purchase Agreement Page 7 consent, which shall not be unreasonably withheld or delayed and further provided that District shall give Seller at least 24 hours prior notice of each proposed entry by District. District shall indemnify, protect, defend and hold Seller free and harmless from and against any and all claims, actions, causes of action, suits, proceedings, costs, expenses (including, without limitation, reasonable attorneys' fees and costs), liabilities, damages, and liens caused by the activities of District Parties while upon the Property prior to the Closing; provided, however, the foregoing indemnity shall not cover or include any claims, damages or liens resulting from District's discovery of any Hazardous Waste or other pre-existing adverse conditions pursuant to its inspections, testing or evaluation. District's inspections shall be at District's sole expense. District shall repair any damage to the Property that may be caused by the District Parties while on the Property performing its inspections. B. Choice of Law. The internal laws of the State of California, regardless of any choice of law principles, shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. C. Attorneys' Fees. If either party hereto incurs any expense, including reasonable attorneys' fees, in connection with any action, proceeding or arbitration instituted by reason of any default or alleged default of the other party hereunder, the party prevailing in such action or proceeding shall be entitled to recover from the other party reasonable expenses and attorneys' fees in the amount determined by the Court, whether or not such action, proceeding or arbitration goes to final judgment. In the event of a settlement or final judgment in which neither party is awarded all of the relief prayed for, the prevailing party as determined by the Court shall be entitled to recover from the other party reasonable expenses and attorneys' fees. D. Amendment and Waiver. The parties hereto may by mutual written agreement amend this Agreement in any respect. Any party hereto may in writing: (i) extend the time for the performance of any of the obligations of the other party; (ii) waive any inaccuracies in representations and warranties made by the other party contained in this Agreement or in any documents delivered pursuant hereto; (iii) waive compliance by the other party with any of the covenants contained in this Agreement or the performance of any obligations of the other party; or(iv) waive the fulfillment of any condition that is precedent to the performance by such party of any of its obligations under this Agreement. The General Manager is authorized to agree to an extension of the time for the performance of any obligations on the part of District or Seller pursuant to this Agreement, and to take any actions and execute any documents necessary or appropriate to closing escrow and completing this conveyance, including execution of any documents which may allow Seller to accomplish a tax deferred exchange of property as permitted by law; provided, however that the District shall not take title to any third party property other than the Subject Property. Any agreement on the part of any party for any such amendment, extension or waiver must be in writing. E. Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and 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 Purchase Agreement Page 8 or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. F. Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such j 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 j telex, telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as follows: Seller: Carol Y. Miller and Neva L. Schuelke, Successor Co-Trustees 11 Gosford Court 11700 N. Edi Place San Jose, CA 95139 Oro Valley, AZ 85737 (408) 578-3815 ((520) 877-8420 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: Stephen E. Abhors, General Manager Telephone: (650) 691-1200 FAX: (650) 691-0485 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd)business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. G. Severability. If any of the provisions of this Agreement are held to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision of which is binding upon the parties, the parties agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to replace such void or unenforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. H. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed as an original, and when executed, separately or together, shall i Purchase Agreement Page 9 constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. 1. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. J. Entire Agreement. This Agreement is intended by the parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understandings relating to the same subject matter. K. Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. L. Survival of Covenants. All covenants of District or Seller which are expressly intended hereunder to be performed in whole or in part after the Closing, and all representations and warranties by either party to the other, shall survive the Closing and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. M. Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party. N. Further Documents and Acts. Each of the parties hereto agrees to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions described and contemplated under this Agreement. O. Binding on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. P. Broker's Commission. District shall not be responsible for any real estate commission or other related costs or fees in this transaction. Seller agrees to and does hereby indemnify and hold District harmless from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of Seller in connection with this transaction. Purchase Agreement Page 10 Q. Captions. Captions are provided herein for convenience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement, nor as evidence of the intention of the parties hereto. R. Pronoun References. In this Agreement, if it be appropriate, the use of the singular shall include the plural, and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. S. Arbitration of Disputes. If a dispute arises out of or relates to this Agreement or the performance or breach thereof, the parties agree first to participate in non- binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining unresolved controversy or claim shall be settled by binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right of discovery. Hearings shall be held in Santa Clara County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted b Judicial Arbitration and 1�' p Y Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO APPEAL UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING FROM THE MATTER INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION TO NEUTRAL ARBITRATION. SELLER INITIAL 44' DISTRICT INITIAL 12. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before September 7, 2010, District shall have until midnight October 13, 2010 to accept and execute this Agreement, and during said period this instrument shall constitute an option and irrevocable offer by Seller to sell and convey the Property to District for the Purchase Agreement Page 11 consideration and under the terms and conditions herein set forth. Said offer shall remain irrevocable during this period without the necessity of execution and acceptance of this Purchase Agreement by District. As consideration for said irrevocable option, District has paid into escrow and Seller acknowledges deposit into escrow of the sum of Ten Thousand Dollars and g p No/100 (S 10,000.00), 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 material breach of this Agreement by District, Seller 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. 111 i i Purchase Agreement Page 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers to be effective as of the date of final execution by District in accordance with the terms hereof. DISTRICT: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVED AND ACCEPTED: Presi ent, ar of Directors Date ATTEST: District Clerk Date ACCEPTED FOR RECOMMENDATION CWt 22::� Michael C. Williams, Real Property Manager APPROVED AS TO FORM: Susan M. Schectman, General Counsel RECOMMENDED FOR APPROVAL: el— 4�91 e�z" StepheirE. Abbors, General Manager Purchase Agreement Page 13 SELLER: CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR CO-TRUSTEES OF THE GENEVA J. SLAGHT MARITAL TRUST DATED MAY 31, 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 40% INTEREST, CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR CO-TRUSTEES OF THE ORAN L. SLAGHT TRUST B-1 DATED MAY 31, 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 20 % INTEREST, AND CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR CO- TRUSTEES OF THE ORAN L. SLAGHT TRUST B-2 DATED MAY 31, 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 40% INTEREST OaAV 1A, q/31� Carol Y. Miller, Su cessor Co-Trustee of the Geneva J. Slaght Date Marital Trust Date May 31, 2003 UTA Dated March 31, 1999 17 i J.A e�;j� V-3 //0 Neva L. Schuelke, Successor Co-Trustee of the Geneva J. Slaght bate Marital Trust Dated May 31, 2003 UTA Dated March 31, 1999 /3/io Carol Y. Miller, S cessor Co-Trustee of the Oran L. Slaght Date Trust B-1 Dated M y 31, 2003 UTA Dated March 31, 1999 (q 3 )O Neva L. Schuelke, Successor Co-Trustee of the Oran L. Slaght D e Trust B-1 Dated May 31, 2003 UTA Dated March 31, 1999 14 :R, &A-) 6f 131-Z a Carol Y. Miller, Su essor Co-Trustee of the Oran L. Slaght Date Trust B-2 Dated May 31, 2003 UTA Dated March 31, 1999 Q O Neva L. Schuelke, Successor Co-Trustee of the Oran L. Slaght D to Trust B-2 Dated May 31, 2003 UTA Dated March 31, 1999 Exhibit "A" VjNORTH 497 N. Santa Cruz Avenue Alai ERICAN Los Gatos, CA 95030 91TITLE (408)399-4100 COMPANY (408)354-3212 Like C ac kw 1 rkT o Mike Williams i Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 i DIRECT ALL INQUIRIES TO: Escrow Officer: Susan Trovato Phone: (408)399-4100 Fax No.: (408)354-3212 E-Mail: strovato@nat.com E-Mail Loan Documents to: nocal.losgatos@natdocs.com Property: 18171 PHEASANT ROAD LOS GATOS, CA 95032 Buyer: Midpeninsula Regional Open Space District Owner: CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR CO- TRUSTEES, ETAL PRELIMINARY REPORT IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, North American Title Insurance Company Hereby reports that it is prepared to Issue,or cause to be issued,as of the date hereof,a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth,insuring against loss which may be sustained by reason of any defect,lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules,Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and limitations on covered risks of said Policy or Policies are set forth in Exhibit A attached.The Policy to be Issued may contain an Arbitration Clause. When the amount if insurance is less than that set forth in the Arbitration Clause,all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the Parties. Limitations on covered risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a deductible amount and a maximum dollar limit of liability for certain coverages are also set forth in Exhibit A. Copies of the Policy forms should be read.They are available from the office which Issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully.The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens,defects,and encumbrances affecting title to the land. This report(and any supplements or amendments hereto)is Issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby.If it is desired that liability be assumed prior to the issuance of a policy of title insurance,a Binder or Commitment should be requested. Dated as of March 18, 2010 at 7:30 A.M. Janet Williams,Title Officer Page 1 Order No.: 56007-997259-10 The form of Policy of title insurance contemplated by this report is: ALTA LOAN 2006 1990 CLTA A specific request should be made if another form or additional coverage ge is desired. Title to said estate or interest at the date hereof is vested in: CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR CO-TRUSTEES OF THE GENEVA J, SLAGHT MARITAL TRUST DATED MAY 31, 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 40% INTEREST; CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR CO- TRUSTEES OF THE ORAN L. SLAGHT TRUST B-1 DATED MAY 31, 2003 UTA DATED MARCH 31, 1999,AS TO AN UNDIVIDED 20 % INTEREST; AND CAROL Y. MILLER AND NEVA L. SCHUELKE, SUCCESSOR CO-TRUSTEES OF THE ORAN L. SLAGHT TRUST B-2 DATED MAY 31, 2003 UTA DATED MARCH 31, 1999, AS TO AN UNDIVIDED 40% INTEREST The estate or interest in the land hereinafter described or referred to covered by this Report is: A fee. The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2010-2011, a lien not yet due or payable. 2. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 3. The lien of special tax for the following community facilities district, which tax is collected with the county taxes. i District: COUNTY LIBRARY 4. Rights of the public in and to that portion of the land lying within PHEASANT ROAD. 5. ANY EASEMENT FOR WATER COURSE OVER THAT PORTION OF SAID LAND LYING WITHIN THE BANKS OF PHEASANT CREEK. 6. IF AN ALTA LENDER'S POLICY IS TO BE ISSUED CONSIDER THE FOLLOWING MATTERS: A. Any rights, interests, or claims of parties in possession of the land not shown by the public records. B. 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 public records. Page 2 Order No.: 56007-997259-10 7. Any defects, liens, encumbrances or other matters which name parties with the same or similar names as CAROL Y. MILLER.The name search necessary to ascertain the existence of such matters has not been completed. In order to complete this preliminary report or commitment, we will require a statement of information. I I Page 3 Order No.: 56007-997259-10 LEGAL DESCRIPTION Real property in the unincorporated area of the County of SANTA CLARA, State of CALIFORNIA, described as follows: BEGINNING AT THE 1/4 SECTION CORNER STANDING AT THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 SECTION 25,TOWNSHIP 8 SOUTH, RANGE 1 WEST, M.D.M. THENCE RUNNING ALONG THE EAST LINE SECTION 25, NORTH 00° 30' WEST 20.16 CHAINS TO A STAKE MARKED "F3" AT THE FOOT OF A SANDSTONE BLUFF; THENCE SOUTH 890 30' WEST 9.95 CHAINS TO A STAKE MARKED "F4"; THENCE SOUTH 000 32' EAST 20.16 CHAINS TO A STAKE MARKED "F5" FROM WHICH STAKE A LIVE OAK 5" IN DIAMETER MARKED "B.T.F. 5" BEARS SOUTH 380 EAST 20 LINKS DISTANT; THENCE NORTH 890 20' EAST 9.93 CHAINS TO THE POINT OF BEGINNING. BEING THE EAST 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 25, TOWNSHIP 8 SOUTH, RANGE 1 WEST, M.D.B&M. COURSES TRUE. VARIATION 16° 30' EAST. TOGETHER WITH THOSE CERTAIN RIGHTS AND EASEMENTS GRANTED BY ELLEN FEEHAN TO EDMUND T. FEEHAN, BY DEED DATED MARCH 28, 1904, AND RECORDED APRIL 4, 1904, IN VOLUME 277 OF DEEDS, AT PAGE 450, AS FOLLOWS: SECOND PARTY IS HEREBY GRANTED RIGHT TO USE PRESENT ROAD RUNNING IN A SOUTHERLY DIRECTION THROUGH NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SAID SECTION 25 AND ALSO A RIGHT OF WAY 15 FEET IN WIDTH COMMENCING AT A POINT ON SAID PRESENT ROAD ABOUT 30 YARDS EAST OF BARN ON SAID NORTHEAST 1/4; AND RUNNING THENCE IN A SOUTHERLY DIRECTION ALONG LINE OF AN OLD ROAD TO LANDS HEREIN CONVEYED. SECOND PARTY IS HEREBY GRANTED AN UNDIVIDED ONE THIRD INTEREST IN AND TO WATER DITCH AND OTHER WATER RIGHTS OWNED BY SAID FIRST PARTY, BUT THIS INSTRUMENT DOES NOT GIVE TO SECOND PARTY ANY RIGHT OR TITLE TO SAID WATER DITCH OR WATER RIGHTS BEYOND THE NORTH LINE OF LAND HEREBY CONVEYED. APN: 537-10-003 Page 4 Order No.: 56007-997259-10 INFORMATIONAL NOTES 1. GOOD FUNDS LAW Under Section 12413.1 of the California Insurance Code, North American Title Company, Inc. may only make funds available for disbursement in accordance with the following rules: Same day availability. Disbursement on the date of deposit is allowed only when funds are deposited to North American Title Company, Inc. by Cash or Electronic Transfer(Wire). Cash will be accepted only under special circumstances and upon approval by management. Next business day availability. If funds are deposited to North American Title Company, Inc. by cashier's checks, certified checks or teller's checks, disbursement may be on the next business day following deposit. A"teller's check"is one drawn by an insured financial institution against another insured financial institution (e.g., a savings and loan funding with a check drawn against a FDIC insured bank). Second business day availability. If the deposit is made by checks other than those described in paragraphs 1 and 2 above, disbursement may occur on the day when funds must be made available to depositors under Federal Reserve Regulation CC. In most cases, these checks will be available on the second business day following deposit. (For further details, consult California Insurance Code Section 12413, et seq. and Regulation CC). These are the minimum periods before funds will be made available. North American Title Company, Inc. may require additional time before disbursing on deposited funds. North American Title Company will not be responsible for accruals of interest or other charges resulting from compliance with the disbursement restrictions imposed by state law. For Your Information, Our Wire Instructions Are: Wire To: Credit the Account of: Comerica Bank North American Title Company 2321 Rosecrans Ave, Ste 5000 Bank Account No.: 1893560076 El Segundo, CA 90245 Escrow No. 56007-997259-10 Routing No.: 121137522 Branch/County No.: 56007 Attn: Susan Trovato • ACH FUNDS -Automatic Clearing House North American Title Company will not accept funds in the form of ACH transfers. 2. This report is preparatory to the issuance of an ALTA Loan Policy. We have no knowledge of any fact which would preclude the issuance of the policy with CLTA endorsement forms 100 and 116 and if applicable, 115 and 116.2 attached. When issued, the CLTA endorsement form 116 or 116.2, if applicable will reference a(n) SINGLE FAMILY RESIDENCE known as 18171 PHEASANT ROAD, LOS GATOS, CALIFORNIA, 95032. 3. According to the public records, there has been no conveyance of the land within a period of twenty four months prior to the date of this report, except as follows: Page 5 Order No.: 56007-997259-10 A document recorded DECEMBER 1, 2008 as INSTRUMENT NO. 20056583 of Official Records, From: GENEVA 3. SLAGHT OR HER SUCCESSOR TRUSTEE(S) OF THE SLAGHT LIVING TRUST DATED MARCH 31, 1999 To: GENEVA J. SLAGHT OR HER SUCCESSOR TRUSTEE(S), OF THE GENEVA J. SLAGHT MARITAL TRUST DATED MAY 31, 2003 UTA DATED MARCH 31, 1999 AS TO AN UNDIVIDED FORTY PERCENT(40%); GENEVA J. SLAGHT OR HER SUCCESSOR TRUSTEE(S), OF THE ORAN L. SLAGHT TRUST B-1 DATED MAY 31, 2003 UTA DATED MARCH 31, 1999 AS TO AN UNDIVIDED TWENTY PERCENT(20%); GENEVA J. SLAGHT OR HER SUCCESSOR TRUSTEE(S) OF THE ORAN L. SLAGHT TRUST B-2 DATED MAY 31, 2003 UTA DATED MARCH 31, 1999 AS TO AN UNDIVIDED FORTY PERCENT(40%) A document recorded AUGUST 14, 2009 as INSTRUMENT NO. 20400519 of Official Records. From: CAROL Y MILLER AND NEVA L. SCHUELKE To: ORAN L. SLAGHT AND GENEVA J. SLAGHT 4. Basic rate applies. 5. General and special taxes for the fiscal year 2009-2010, First installment: $859.84, PAID Penalty: $105.98 Second installment: $859.84, PAID Penalty: $105.98 Code area: 80-060 A. P. No.: 537-10-003 Exemption: $5,600.00 Land: $66,184.00 Improvement: $44,117.00 Total Amount: $1,719.68 6. The map attached, if any, may or may not be a survey of the land depicted hereon. North American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. 7. North American Title Company, Inc.'s charges for recording the transaction documents include charges for services performed by North American Title Company, Inc., in addition to an estimate of payments to be made to governmental agencies. i Page 6 Order No.: 56007-997259-10 Exhibit A(Revised 11-17-06) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1990 Exclusions From Coverage The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: 1. (a) Any law,ordinance or governmental regulation(including but not limited to building or zoning laws,ordinances,or regulations) restricting,regulating,prohibiting or relating(i)the occupancy,use,or enjoyment of the land;(ii)the character,dimensions or location of any improvement now or hereafter erected on the land;(iii)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part;or(iv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien,or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company,not recorded in the public records at Date of Polity,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: I Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 2. Any facts,rights,interests,or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies,conflicts in boundary lines,shortage in area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by the public records. 5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE(10/22/03) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B,You are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Governmental police power,and the existence or violation of any law or government regulation.This includes ordinances,laws and regulations concerning: a. building b. zoning C. Land use d. improvements on the Land e. Land division f. environmental protection This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement appears in the Public Records at the Policy Date. This Exclusion does not limit the coverage described in Covered Risk 14,15,16,17 or 24. 2. The failure of Your existing structures,or any part of them,to be constructed in accordance with applicable building codes.This Exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date. 3. The right to take the Land by condemning it,unless: a. a notice of exercising the right appears in the Public Records at the Policy Dale;or b. the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing of the taking. 4. Risks: a. that are created,allowed,or agreed to by You,whether or not they appear in the Public Records; b. that are Known to You at the Policy Date,but not to Us,unless they appear in the Public Records at the Policy Date; C. that result in no loss to You;or d. that first occur after the Policy Date-this does not limit the coverage described in Covered Risk 7,8.d,22,23,24 or 25. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A;and b. in streets,alleys,or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 18. Page 7 Order No.: 56007-997259-10 • AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY(6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B,you are not insured against loss,costs,attorneys'fees,and expenses resulting from: 1. Governmental police power,and the existence or violation of any law or government regulation.This includes building and zoning ordinances and also laws and regulations concerning: •land use •improvements on the land •land division •environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it,unless: • a notice of exercisingthe right appears in the public records 9 Dp • on the Policy Date the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: • that are created,allowed,or agreed to by you • that are known to you,but not to us,on the Policy Date--unless they appeared in the public records • that result in no loss to you that first affect your title after the Policy Date--this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4, Failure to pay value for your title. 5. Lack of a right: • to any land outside the area specifically described and referred to in Item 3 of Schedule A OR • in streets,alleys,or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY(10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE i The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: 1. (a) Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations)restricting, regulating,prohibiting or relating to(i)the occupancy,use,or enjoyment of the land;(ii)the character,dimensions or location of any improvement now or hereafter erected on the Land;(iii)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part;or(iv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no lass or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy(except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services,labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy);or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with applicable doing business laws of the state in which the land is situated. S. Invalidity or unenforceability of the lien of the insured mortgage,or claim thereof,which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services,labor or materials(or the claim of priority of any statutory lien for services,labor or materials over the lien of the insured mortgage)arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim,which arises out of the transaction creating the interest of the mortgagee insured by this policy,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that is based on: (1) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer;or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine or equitable subordination;or (ii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer;or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage.In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage polity will also include the following General Exceptions: Page 8 Order No.: 56007-997259-10 ' EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records.Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts,rights,interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies,conflicts in boundary lines,shortage in area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by the public records. 5. (a) Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records. 2006 ALTA LOAN POLICY(06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded form the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or expenses that arise by reason of: 1. (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location,of any improvement erected on the land; (iii) the subdivision of land;or (iv) environmental protection; Or the effect of any violation of these laws,ordinances,or governmental regulations. This exclusion 1(a)does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; I (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11,13,or or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the lien of the Insured Mortgage,is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated in Covered Risk 13(b)of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records,This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). i The above policy form may be issued to afford either Standard Coverage or Extended Coverage.In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE � This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)that arise by reason of: 1. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records;(b)proceedings by a public agency that may result in taxes or assessments,or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records, 2. Any facts,rights,interests,or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records. 4. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 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. I Page 9 Order No.: 56007-997259-10 • AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY(10-17-92) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: 1. (a) Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations)restricting, regulating,prohibiting or relating to(i)the occupancy,use,or enjoyment of the land;(ii)the character,dimensions or location of any improvement now or hereafter erected on the land;(iii)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part;or(iv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Data of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy;or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim,which arises out of the transaction vesting in the insured the estate or interest insured by this policy,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that is based on: (i)the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer,or (ii)the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer;or i (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage.In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage Policy will also include the following General Instructions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the public records. 2. Any facts,rights,interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by making inquiry of persons in possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies,conflicts in boundary lines,shortage in area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by the public records. 5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records. 2006 ALTA OWNER'S POLICY(06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or expenses that arise by reason of: I (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land; (iii) the subdivision of land;or (iv) environmental protection; or the effect of any violation of these laws,ordinances,or governmental regulations.This Exclusion I(a)does not modify or limit the coverage provided under Covered Risk S. (b) Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters E (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction vesting the Title as shown in Schedule A,is (a) a fraudulent conveyance or fraudulent transfer;or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage.In addition to the above Exclusions from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: Page 10 Order No.: 56007-997259-10 ' EXCEPTIONS FROM COVERAGE ' This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)that arise by reason of: 1. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records;(b)proceedings by a public agency that may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the Public Records. 2. Any facts,rights,interests,or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records. 4. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records. 5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY(10/13/01) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: 1. (a) Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations)restricting, regulating,prohibiting or relating to(i)the occupancy,use,or enjoyment of the Land;(ii)the character,dimensions or location of any improvement now or hereafter erected on the Land;(iii)a separation in ownership or a change in the dimensions or areas of the Land or any parcel of which the Land is or was a part;or(iv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that s notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy.This exclusion does not limit the coverage provided under Covered Risks 12,13,14,and 16 of this policy. (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy.This exclusion does not limit the coverage provided under Covered Risks 12,13,14,and 16 of this policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the Public Records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without Knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) created,suffered,assumed or agreed to by the insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting In no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(this paragraph does not limit the coverage provided under Covered Risks 8,16,18,19,20, 21,22,23,24,25 and 26);or (e) resulting in loss or damage which would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of the Insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with applicable doing business laws of the state in which the Land is situated. 5. Invalidity or unenforceability of the lien of the Insured Mortgage,or claim thereof,which arises out of the transaction evidenced by the Insured Mortgage and is based upon usury,except as provided in Covered Risk 27,or any consumer credit protection or truth in lending law. 6. Real property taxes or assessments of any governmental authority which become a lien on the Land subsequent to Date of Policy.This exclusion does not limit the coverage provided under Covered Risks 7,8(e)and 26. 7. Any claim of invalidity,unenforceability or lack of priority of the lien of the Insured Mortgage as to advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy.This exclusion does not limit the coverage provided in Covered Risk 8. 8. Lack of priority of the lien of the Insured Mortgage as to each and every advance made after Date of Policy,and all interest charged thereon, over liens,encumbrances and other matters affecting the title,the existence of which are Known to the Insured at: (a) The time of the advance;or (b) The time a modification is made to the terms of the Insured Mortgage which changes the rate of interest charged,if the rate of Interest is greater as a result of the modification than it would have been before the modification.This exclusion does not limit the coverage provided in Covered Risk 8. 9. The failure of the residential structure,or any portion thereof to have been constructed before,on or after Date of Policy in accordance with applicable building codes.This exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at Date of Policy. Page 11 Order No.: 56007-997259-10 GOOD FUNDS LAW CALIFORNIA ASSEMBLY BILL 512 ("AB512") IS EFFECTIVE ON JANUARY 1, 1990. UNDER AB512, NORTH AMERICAN TITLE COMPANY, INC. ("NORTH AMERICAN TITLE COMPANY, INC.' MAY ONLY MAKE FUNDS AVAILABLE FOR MONETARY DISPERSAL IN ACCORDANCE WITH THE FOLLOWING RULES: * SAME DAY AVAILABILITY-DISBURSEMENT ON THE DATE OF DEPOSIT IS ALLOWED ONLY WHEN FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY ("NORTH AMERICAN TITLE COMPANY, INC.' IN CASH OR BY ELECTRONIC TRANSFER (WIRE). BEAR IN MIND THAT CASH WILL BE ACCEPTED FROM CUSTOMERS ONLY UNDER SPECIAL CIRCUMSTANCES AS INDMDUALLY APPROVED BY MANAGEMENT. * NEXT DAY AVAILABILITY - IF FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY, INC. BY CASHIER'S CHECKS, CERTIFIED CHECKS, OR TELLER'S CHECKS, DISBURSEMENT MAY BE ON THE NEXT BUSINESS DAY FOLLOWING DEPOSIT. A "TELLER'S CHECK" IS ONE DRAWN BY AN INSURED FINANCIAL INSTITUTION AGAINST ANOTHER INSURED FINANCIAL INSTITUTION(E.G.,A SAVINGS AND LOAN FUNDING WITH A CHECK AGAINST A FDIC INSURED BANK). * 2-5 DAY AVAILABILITY (REGULATION CC). IF THE DEPOSIT IS MADE BY CHECKS OTHER THAN THOSE DESCRIBED IN PARAGRAPHS 1 AND 2 ABOVE, DISBURSEMENT MAY OCCUR ON THE DAY WHEN FUNDS MUST BE MADE AVAILABLE TO DEPOSITORS UNDER FEDERAL RESERVE REGULATION CC. THIS REQUIRES A "HOLD" ON SOME CHECKS OF 2-5 DAYS OR LONGER IN SOME INSTANCES. PERSONAL CHECKS, DRAFTS, PRIVATE CORPORATION AND COMPANY CHECKS, AND FUNDING CHECKS FROM MORTGAGE COMPANIES THAT ARE NOT TELLER'S CHECKS ARE AMONG THOSE CHECKS SUBJECT TO SUCH HOLDS. (FOR FURTHER DETAILS,CONSULT CHAPTER 598, STATUTES OF 1989.) NOTE: THE ABOVE GUIDELINES ARE IN CONFORMITY WITH THOSE ISSUED BY THE DEPARTMENT OF INSURANCE FOR ALL CALIFORNIA TITLE INSURANCE AND CALIFORNIA TITLE COMPANIES. PRELIMINARY CHANGE OF OWNERSHIP REPORT NOTE: ON OR AFTER JULY 1, 1985,THE COUNTY RECORDER'S OFFICE WILL CHARGE, IN ADDITION TO THE REGULAR CHARGES, AN EXTRA $20.00 RECORDING FEE, UNLESS A DOCUMENT EVIDENCING A CHANGE OF OWNERSHIP IS ACCOMPANIED BY A PRELIMINARY CHANGE OF OWNERSHIP REPORT. IN LIEU OF SAID REPORT, SIGNED BY THE TRANSFEREE,THE RECORDER WILL ACCEPT AN AFFIDAVIT THAT THE TRANSFEREE IS NOT A RESIDENT OF CALIFORNIA. TITLE BILLINGS WILL BE ADJUSTED TO REFLECT SUCH ADDITIONAL FEES WHEN APPLICABLE. IRS FORM 1099 BEFORE THE TRANSACTION CONTEMPLATED BY THIS REPORT CAN BE CLOSED, THE SELLER/BORROWER MUST FURNISH A TAXPAYER IDENTIFICATION NUMBER TO US SO THAT WE CAN FILE AN IRS FORM 1099, OR ITS EQUIVALENT, WITH THE INTERNAL REVENUE SERVICE. THIS PROCEDURE IS REQUIRED BY SECTION 6045 OF THE INTERNAL REVENUE SERVICE. NOTICE OF A WITHHOLDING REQUIREMENT State Withholding &Reporting for closings after 7anuary 1, 2003: Under California Law (Rev &Tax Code 18662) a buyer may be required to withhold and deliver to the Franchise Tax Board (FTB) an amount equal to 3.33% of the sales price in the case of disposition of California real property interest("Real Property")by either: 1)a seller who is an individual or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of seller, or 2) a corporate seller that has no permanent place of business in California. Buyer may be subject to a penalty (equal to the greater of 10% of the amount required to be withheld or $500) for failing to withhold and transmit the funds to FTB in the time required by law. Buyer is not required to withhold any amount and will not be subject to penalty for failure to withhold if: a)the sale price of the Real Property does not exceed $100,000; b)the seller executes a written certificate under penalty of perjury certifying that the seller is a corporation with a permanent place of business in California; or c)the seller,who is an individual, executes a written certificate under penalty of perjury certifying one of the following: (i) the Real Property was the seller's principal residence (as defined in IRC 121); (ii) the Real property was last used as seller's principal residence without regard to time period; (iii)the Real Property is or will be exchanged for property of like kind (as defined in IRC 1031) and that the seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California income tax purposes under IRC 1031; (iv) the Real Property has been compulsorily or involuntarily converted (as defined in IRC 1033)and the seller intends to acquire property similar or related in service or use as to be eligible for nonrecognition of gain for California income tax purposes under IRC 1033;or(v)the Real Property sale will result in loss of California income tax purposes. Seller is subject to penalties for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding laws. FTB may grant reduced withholding and waivers from withholding on a case-by-case basis for corporations or other entities. For additional information regarding California withholding, contact the Franchise Tax Board at (toll free)888-792- 4900),or by e-mail at urws@ftb.ca.gov or visit their website at www.ftb.ca.gov. j Page 12 Order No.: 56007-997259-10 NATCO NOTES: DON'T DELAY YOUR CLOSE OF ESCROW! IF ANY OF THE FOLLOWING ITEMS AFFECT YOUR TRANSACTION, PLEASE NOTIFY YOUR ESCROW OFFICER AS SOON AS POSSIBLE. 1. Ongoing Construction The Title Company will require,as a minimum,the following prior to insuring: A. Valid Notice of Completion verified by inspection and expiration of 60 days from recordation of said notice or; B. Approved Indemnities from Borrower/Seller,approved financial statement not over one year old and a waiver of lien rights from the general contractor. C. The Title Company may also require proof of payment of subcontractors, indemnity and financial statement from the i general contractor,a copy m the contract and the with-holding ma sum nrmoney,to cover the contract until the � � mechanics lien period has expired,with which to pay filed mechanics liens,mother assurances to be determined on ! � case by case basis. � � II. Bankruptcy � � The Tide Company will require,aoa minimum,the following prior 0ninsuring: A. The bankruptcy case be closed or, B. An order from the bankruptcy court verifying the transaction,with a demand placed into escrow by the trustee. C. Escrow may not close until 15 days have elapsed from the order and the file has been checked to verify that there are � no objections Sn said order. � III. Abstracts wf Judgment, Liens,Tax Liens The Title Company will require,asa minimum,the following prior Uoinsuring: A. Proof that the buyer/seller is not the same party asun the recorded liens. B. Thisisaccnmp|ishedbythebuyer/seUer/bormwercomp|etelyhUingoutandsigninga$aLementofinhomnaUon. � C. Theitemsas�opa|d��inescn�w � � . � D. The items are iohe subordinated Uo the new transaction. IV. Community Property California |sa community property state: A. A quitclaim from one spouse to another must specifically quitclaim any community property interest. B. An interlocutory decree of divorce specifically granting the property to one spouse is sufficient if a final decree is issued | and recorded in the county. DID YOU KNOW? � Any o[the following situations could cause a substantial delay in close ofescrow. The earlier wm are made aware o[potential problems, the earlier the issues can be dealt with to ensure a smooth and timely close o[your transaction. ° Are your principals trying to accomplish a tax deferred exchange? If so, have they chosen an intermediary and who is it? ° Will any cf the principals be using a Power ofAttorney? ° Are any of the vested owners deceased ur|n any way incapacitated? � ° Do all of the principals who will be signing have a current photo I.D. or Driver's License? � " Are the sellers n[this transaction residents o[California? ° Has there been a change in marital status of any of the vested owners or will we be adding anyone to title, i.e. co- signers, additional insured,etc.? ° Is the property currently vested in a trust or will the new buyer/borrower vest in a trust? ° Are any of the trustees o[the trust deceased orincapacitated? � ^ Will this transaction involve short sale? � ^ Will there bea new entity formed, i.e. partnership, corporation? � ° Will all of the principals be available to sign or will we be Federal Expressing documents to another state/country? If so, � where? lf you have any other information which may be useful to us, please contact your escrow offioeras soon aspossible. Our goal|s$o make your transaction as easy and trouble-free aspossible. We appreciate your business and hope that you find North American Title Company your company uf choice for all of your title and escrow needs. � � � Page13 � Order No.: 56007'997259-10 I v • v • i Privacy Policy Notice We at the North American Title Group family of companies take your privacy very seriously.This Notice is being given on behalf of each of the companies listed belowl (the"North American Title Companies"), as well as on behalf of North American Advantage Insurance Services, LLC. It explains our policy regarding the personal information of our customers and our former customers. OUR PRIVACY POLICIES AND PRACTICES The North American Title Companies 1. Information North American Title Companies collect, and the sources from which we collect it: On forms related to your real estate transaction, North American Title Companies collect personal information that you, our affiliates or third parties have provided to us, such as, for example, your name, address, and sale price of your home.All of the information that we collect is referred to in this notice as "NAT Collected Information". 2. What information North American Title Companies disclose to our affiliates: From time to time, as permitted by law, the North American Title Companies may share NAT Collected Information with each other and with North American Advantage Insurance Services, LLC("NAAIS")about customers and former customers. You may ask us not to share NAT Collected Information among the North American Title Companies and NAAIS by writing to us and letting us know at: North American Title Group, Inc.,Attention: Corporate Affairs, 700 NW 107th Avenue, Suite 300, Miami, FL 33172. Your request will not affect NAT Collected Information that the North American Title Companies are otherwise permitted by law to share, such as, in certain circumstances, NAT Collected Information related to our experiences and transactions with you. 3. What information North American Title Companies disclose to third parties: • If permitted by federal law and the law of your state,we may disclose some or all of the following information to companies that perform marketing services on our behalf and to certain unaffiliated insurance companies with whom we have joint marketing agreements: your name, current address, purchased property address, and closing date. • We also may share NAT Collected Information about customers and former customers with other unaffiliated third parties, as permitted by law. For example, NAT Collected Information may be shared in certain circumstances(A)with companies involved in servicing or processing your account (B)with insurance regulatory authorities,and (C)with law enforcement officials, to protect against fraud or other crimes. 4. Your right to access your personal information: You have the right to review your personal information that we have on record about you. If you wish to review that information, please contact the local North American Title Company office identified on the title insurance product to which this notice is attached or where you received this notice and give us a reasonable time to make that information available to you. if you believe any information is incorrect, notify us, and if we agree,we will correct it. If we disagree, we will advise you in writing why we disagree. Page 14 Order No.: 56007-997259-10 i North American Advantage Insurance Services, LLC 1. Information North American Advantage Insurance Services, LLC ("NAAIS")collect and sources from which we collect it: NAAIS collects personal information about you from you, our affiliates, or third parties on forms related to your transaction with NAAIS or a North American Title Company, such as your name, address, or information about the property that is or will be insured. We also receive information from companies, which compile and distribute public records.All of the information that NAAIS collects, as described in this paragraph, is referred to in this notice as "NAAIS Collected Information." 2. Information NAAIS may disclose to its affiliates or third parties: NAAIS may disclose NAAIS Collected Information about you or others without your permission as permitted or required by law, including to the following types of institutions for the reasons described: • To a third party or an affiliate if the disclosure will enable that party to perform a business, professional or insurance function for us in connection with an insurance transaction involving you. • To an insurance institution, agent,or credit reporting agency in order to detect or prevent criminal activity, fraud or misrepresentation in connection with an insurance transaction. • To an insurance institution, agent, or credit reporting agency for either this agency or the entity to whom we disclose the information to perform a function in connection with an insurance transaction involving you. • To an insurance regulatory authority, law enforcement, or other governmental authority in order to protect our interests in preventing or prosecuting fraud, or if we believe that you have conducted illegal activities. 3. Your right to access and amend your personal information: You have the right to request access to the personal information that we record t a c about you. Your right includes the right to know the source of theinformation P 9 9 and the identity of the persons, institutions or types of institutions to whom we have disclosed such information within two (2) years prior to your request. Your right includes the right to view such information and copy it in person, or request that a copy of it be sent to you by mail (for which we may charge you a reasonable fee to cover our costs). Your right also includes the right to request corrections, amendments or deletions of any information in our possession. The procedures that you must follow to request access to or an amendment of your information are as follows: To obtain access to your information: You should submit a request in writing to: North American Title Group, Inc., Attention:Corporate Affairs, 700 NW 107th Avenue, Suite 300, Miami, FL 33172. The request should include your name, address, social security number,telephone number, and the recorded information to which you would like access. The request should state whether you would like access in person or a copy of the information sent to you by mail. Upon receipt of your request, we will contact you within 30 business days to arrange providing you with access in person or the copies that you have requested. To correct, amend, or delete any of your information: You should submit a request in writing to: North American Title Group, Inc.,Attention: Corporate Affairs, 700 NW 107th Avenue, Suite 300, Miami, FL 33172. The request should include your name, address, social security number,telephone number, the specific information in dispute, and the identity of the document or record that contains the disputed information. Upon receipt of your request, we will contact you within 30 business days to notify you either that we have made the correction, amendment or deletion, or that we refuse to do so and the reasons for the refusal, which you will have an opportunity to challenge. Page 15 Order No.: 56007-997259-10 SECURITY PROCEDURES We restrict access to NAT Collected Information and NAAIS Collected Information about you to individuals who need to know such information in order to provide you with your product or service.We maintain physical, electronic and procedural safeguards to protect NATCoUacted Information and NA\|S Collected Information uboutyou. � CHANGES TO OWN PRIVACY POLICY This Notice reflects our privacy policy as of February 1, 2008.We reserve the right to change, modify or amend this policy at any time. Please check our Privacy Policy periodically for changes. 1The North American Title Group Family of Companies are: North American Title Company, North American Title Insurance Company, North American Title Alliance, LLC, North American Title Florida Alliance, LLC, North American Sarviceo, LLC, North American Exchange Company, North American Title Agency, North American ! Abstract Agency and North American Legal Services, LLC. � ACKNOWLEDGEMENT Your receipt of a copy of the preliminary report, commitment, your policy of insurance, or escrow documents accompanied by this Notice will constitute your acknowledgment of receipt of this Privacy Policy Notice. � Page 16 Order No.: 56007-997259-10 � � � � | i OFFICE OF COUNTY ASSESSOR S A N TA C L A R A COUNTY, CALORNIA BooK r�,l 1A0 t e 9 7.8S.,RIE 20m Ac. 16 _ — --SIR TBS,RIW \ I 9tAt AC. X s P \ N/1l MI(AaA�T/p _ t0.li �YOJa IN rffi Ti' R.32 AC�.wi I F Al ' MIDPENINSULA REGIONAL I OPEN SPACE DISTRICT � I « 1 / A �vACNFr a.sc\ ' BOOK V �e a 7s Al. a N '! 17 15 b— 10 36.72 AC. VI A WDPE/eNSl1LA REGIONAL OPEN SPACE DISTRICT � 455 33 AC. e� B f AA wwa 0- ck &00 At. ...� N RD5.N19M53 - __ -_--- O - u.�I"- IqCE�s7aNE-AssEssq+ \! O w)Md Aa e�..a ppw w/r C--0W.4.R A 1.Cal..Sic 327. %D1 lEff."ReM Yw 2Wi—WM LrI N - tD O