HomeMy Public PortalAbout20101027 - Resolution - Board of Directors (BOD) Cover Sheet For Scanning By ECS
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Document Date: 10/27/2010
Document Type:. Resolution
Preserve Name:
Keywords (No More Than
4): Bergman Purchase
Project Name:
Project Number:
Vendor Or Other Party:
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Name (Last):
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APN Number:
Document No. 10-34
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RESOLUTION 10-34
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 (RUSSIAN RIDGE OPEN SPACE PRESERVE- LANDS OF
BERGMAN)
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 Barbara S.
Bergman Trust UtD October 3, 1995 and the Midpeninsula Regional Open Space District, a copy
of which purchase agreement is attached hereto and by reference made a part hereof, and
authorizes the President or other appropriate officer to execute the Agreement on behalf of the
District to acquire the real property described therein ("the Bergman 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 $10,000 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 im
plementation 1 mentation of this transaction.n.p
Section Six. The purpose of this Section is to enable the District to reimburse its general fund
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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
enoughto justify the related financing costs. Consequently, it is the District's practice to buy
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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
f general funds. These general funds are needed for operating and other working
expenditures o g g p g g
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$1,700,000 and to use a
portion of the proceeds of the obligations for reimbursement of District expenditures for
acquisition of the Bergman Property that are paid before the date of issuance of the obligation.
RESOLUTION No. 10-34
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on October 27, 2010 at a Regular Meeting thereof, by the following vote:
AYES: CYR,HANKO, HARRIS,RIFFLE,AND SIEMENS
NOES: NONE
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ABSTAIN: NONE
ABSENT: HASSETT
I
I
ATTEST: APPROVED:
/cretary / / Vice President
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 copy of a resolution duly adopted by the Board of Directors of
I
the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly
held and called on the above day.
District Clerk
Puychase Agreement Page l
PURCHASE AGREEMENT
This Purchase Agreement (hereinafter called "Agreement") is made and entered
into by and between BARBARA S. BERGMAN, Trustee, the Barbara S. Bergman Trust U/D
October 3, 1995 (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 San Mateo, and being
more particularly described within the body of this Agreement; and
WHEREAS, District was formed by voter initiative to solicit and receive conveyances of
real property by purchase, exchange, gift, or bargain purchase for 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:
I 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
San Mateo, State of California, containing approximately Fourteen and Twenty-five hundredths
(14.25) acres, more or less, and commonly referred to as San Mateo County Assessor's Parcel
Number 080-330-080. Said property is further described in the Legal Description attached to
Preliminary Report Number 0626014982 from Old Republic 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. 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 One Million Seven Hundred Thousand and No/I 00s ($1,700,000.00), which shall be payable
as follows:
Putichase'Agreement Page'2
A. Initial Payment. An initial payment of Eight Hundred Fifty
Thousand and No/100 Dollars ($850,000.00) which shall consist of a deposit in the amount of
Ten Thousand and No/100 Dollars ($10,000.00) to be paid into escrow in accordance with
Section 11 of this Agreement and an additional payment of Eight Hundred Forty Thousand and
No/100 Dollars ($840,000.00) to be distributed to Seller at the close of escrow as set out in
Section IG herein and;
B. Promissory Note. District shall deposit into escrow an Unsecured
Promissory Note ("Note") in the principal amount of Eight Hundred Fifty Thousand and No/100
Dollars ($850,000.00)payable to Seller in the form and subject to the terms and conditions
attached hereto as Exhibit "B" and which is incorporated herein by this reference.
3. Escrow. Promptly upon execution of this Agreement, in accordance with Section
11 herein, an escrow shall be opened at Old Republic Title Company, 361 Lytton Avenue, Suite
100, Palo Alto, CA 94301 (650) 321-0510(Escrow number 0626014982) 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 November 30, 2010, provided however, that the parties may, by written agreement, extend
the time for Closing. The term "Closing" as used herein shall be deemed to be the date when
Escrow Holder causes the Grant Deed (as defined below)to be recorded in the Office of the
County Recorder of San Mateo County.
B. 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:
(i) The required Certificate of Acceptance for the Grant Deed, duly
executed by District and to be dated as of the Closing;
(ii) A fully executed Unsecured Promissory Note as provided in
Section 2.13 hereof,
� urchas'e.Agreement Page 3
(iii) District's check payable to Escrow Holder in the amount of Eight
Hundred Forty Thousand and No/I 00 Dollars ($840,000.00) which is the balance of the Initial
Payment of Eight Hundred Fifty Thousand and No/100 Dollars as specified in Section 2.A. The
balance of the Initial Payment of$10,000.00 is paid into escrow in accordance with Section 11 of
this Agreement.
E. District shall pay the escrow fees, the CLTA Standard Policy of Title
Insurance, if required by District, and all recording costs and fees. All other costs or expenses
not otherwise provided for in this Agreement shall be apportioned or allocated between District
and Seller in the manner customary in San Mateo 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 Old Republic Title Company, or other title company
acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA
Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of
$1,700,000.00 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, 5, 6, 7, 8, 9 and 10 as listed
in Preliminary Report Number 0626014982 dated June 23, 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 San Mateo County. Upon the Closing, Escrow Holder
shall cause to be delivered to District the original of the policy of title insurance required herein,
and to Seller the Initial Payment of Eight Hundred Fifty Thousand and No/I 00s Dollars
($850,000.00) (minus the amount of attorneys' fees agreed to be paid by and between Seller and
her counsel, which may be paid as a written demand to escrow from Seller's counsel Peter S.
Myers) and the Promissory Note as applicable for the fall purchase price of the Subject Property,
as described in Section 2 herein, and to District or Seller, as the case may be, all other documents
or instruments which are to be delivered to them. In the event District notifies Escrow Holder
that District's Closing Condition set out in Section 7 herein has not been fulfilled to District's
satisfaction, Escrow Holder shall deduct $5,000.00 from the Purchase Price for delivery to
District at Closing as set out in Section 7. 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
1 wrchase.Agreement Pag'e* 4
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. Seller's Representations and Warranties. For the purpose of consummating the
sale and purchase of the Property in accordance herewith, Seller makes the following
representations and warranties to District, which shall survive close of escrow, each of which is
material and is being relied upon by District.
A. Authority. Seller has the full right, power and authority to enter into this
Agreement and to perform the transactions contemplated hereunder.
B. Valid and Binding Agreements. This Agreement and all other documents
delivered by Seller to District now or at the Closing have been or will be duly authorized and
executed and delivered by Seller and are legal, valid and binding obligations of Seller sufficient
to convey to District the Subject Property described therein, and are enforceable in accordance
with their respective terms and do not violate any provisions of any agreement to which Seller is
a party or by which Seller may be bound or any articles,bylaws, corporate resolutions or trust
requirements of Seller.
C. Seller's Representations and Warranties Regarding Leases or Occupancy
of Premises. Seller represents that Seller has leased to residential tenants four(4) residential
structures located on the Property identified as: 1. Main House, 2. Guest House, 3. Carriage
House Apartment, 4. Granny's House and 5. Old House and as shown on Exhibit"C"hereto
which is incorporated herein by reference. Each structure is currently being leased under an oral
month-to-month rental agreement. All four of these leases will be terminated. With the
exception of the month-to-month oral rental agreements identified in this Section, there are no
other written or oral leases, subleases, licenses, occupancies, or tenancies in effect pertaining to
the Property. Seller further warrants and agrees to hold District free and harmless and to
indemnify and defend District for any and all costs, liability, loss, damage or expense, including
reasonable and necessary costs for legal services, occasioned by reason of any the three
residential leases described in this Subsection and any other lease, license, or rental agreement of
the Property being acquired by District, including, but not limited to, any and all claims for
relocation benefits and/or payments of any kind pursuant to California Government Code Section
7260 et seq, or other applicable federal, state or local law, made by any tenant, subtenant,
licensee, or occupant of the Subject Property. Seller understands and agrees that the provisions
of this Section shall survive the close of escrow and recordation of any Grant Deed(s).
D. 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 fights 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.
P'uFchase Agreement Page'5
6. 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 (other than harvesting fruits and vegetables in
the manner that Seller customarily performs), and damaging or demolition of improvements or
structures on the Property.
7. District's Closing Condition Regarding Removal of Personal Property. District and
Seller understand and agree that the District's obligation to complete the transaction set out in
this Agreement to purchase the Subject Property from Seller is conditioned upon the Seller's
responsibility and obligation to remove the vehicles and equipment listed on Exhibit I'D"hereto,
which is incorporated herein by reference, and is entitled "Personal Property to be Removed Prior
to Close of Escrow" (hereafter"Personal Property") from the Subject Property as a condition
precedent to the purchase and sale of the Subject Property. Seller shall fulfill this obligation on
or before the close of escrow. In the event Seller does not fulfill this obligation to District's
satisfaction, Seller and District agree that District is authorized, at its sole discretion, to instruct
Escrow Holder to withhold the sum of Five Thousand and No/100 Dollars ($5,000.00) from the
Purchase Price and to instruct Escrow Holder to deliver these funds to District at Closing to be
used by District to complete the removal of said Personal Property, and clean up of the Subject
Property. District shall have the same completed and deduct such expenses from the $5,000.00
so delivered to District. The remaining balance, if any, shall be released by District to Seller.
Clean up costs will not exceed $5,000.00.
8. 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) To Seller's personal and actual knowledge the Property does not
contain and has not previously contained any Hazardous Waste or underground storage tanks,
and no Hazardous Waste has been or is being used, manufactured,handled, generated, stored,
treated, discharged, present, buried or disposed of on, under or about the Property, or transported
to or from the Property, nor has 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 in subparagraph
8.13.
9. 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.
10. 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. Attorney. sue. 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, or arbitrator, in the case of arbitration,
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, or arbitrator in the case of arbitration, 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
Purchase Agreement Page.8
breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power
or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right,
power or remedy available to such party.
F. Notices. Whenever any party hereto desires or is required to give any
notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such
communication shall be in writing and shall be deemed to have been validly served, given or
delivered at the time stated below if deposited in the United States mail, registered or certified
and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or
other private messenger, courier or other delivery service or sent by facsimile transmission by
telex, telecopy, telegraph or cable or other similar electronic medium, addressed as indicated as
J follows:
Seller: Barbara Bergman Barbara Bergman
P.O. Box 620937 P.O. Box 930
Woodside, CA 94062 Inverness, CA 94937
Telephone: (650) 851-1061 (415) 669-7238
Copy to: Peter S. Myers, Esq.
Myers Urbatsch PC
100 Spear Street, Suite 1430
San Francisco, CA 94105
(415) 896-1500
District: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Attn: Stephen E. Abbors, General Manager
Telephone: (650) 691-1200/FAX: (650) 691-0485
I 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 party 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
P'urchase Agreement Page 9
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
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
Purchase Agreement Page 10
finder, licensed or otherwise, claiming through, under or by reason of the conduct of Seller in
connection with this transaction.
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 San Mateo or Santa Clara County, California. If the
parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial
Arbitration and Mediation Services, Inc. ("JAMS") in accordance with the rules thereof or, if
JAMS ceases to exist, its successor, or if none, a similar arbitration service. If arbitration is
required to resolve a dispute, it shall in all cases be final and binding.
NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE
ANY DISPUTE ARISING FROM THE MATTERS INCLUDED IN THE
"ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL
ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP
ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE
GIVING UP YOUR JUDICIAL RIGHTS TO APPEAL UNLESS THOSE RIGHTS ARE
SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION.
IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS
PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE
AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR
AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING FROM THE MATTER INCLUDED IN THE "ARBITRATION OF
DISPUTES" PROVISION TO NEUTRAL ARBITRATION.
SELLER INITIAL DISTRICT INITIAL
Purchas'o Agreement Page.I I
11. 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 27, 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
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 the receipt of the sum of Ten Thousand Dollars and No/I 00
($10,000.00), which shall be applied upon the close of escrow to the Purchase Price as set forth
in Section 2.A 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.
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: SELLE
MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT ara S. Bergmad, Trustee,the Barbara S.
Bergman Trust U/D October 3, 1995
APPROVED AND ACCEPTED:
Date
Pre ident, Board of Directors
Date
ATTEST:
District Clerk
Date:
ACCEPTED FOR RECOMMENDATION
M.,. ALI _
Michael C. Williams,Real Property Manager
APPROVED <AS TO FORM:
Susan M. Schectman, General Counsel
RECOMMENDED FOR APPROVAL:
§�tepheA. Abbors, General Manager
I
Exhibit "A"
OLD REPUBLIC 361 Lytton Avenue, Suite 100
Palo Alto, CA 94301
TITLE COMPANY (650)321-0510 Fax: (650)321-2973
PRELIMINARY REPORT
FIRST AMENDED REPORT
MIDPENNSULA REGIONAL OPEN SPACE DIS Our Order Number 0626014982-SG
330 DISTEL CIRCLE
LOS ALTOS, CA 94022 Customer Reference BERGMAN
When Replying Please Contact:
Buyer: Susan Goulet
MIDPENINSULA REGIONAL OPEN SPACE SGoulet@ortc.com(650) 321-0510
DISTRICT, A CALIFORNIA CORPORATION
Property Address:
20000 Skyline Boulevard, Woodside, CA 94062
[Unincorporated area of San Mateo County]
In response to the above referenced application for a policy of title insurance,OLD REPUBLIC TITLE COMPANY hereby reports
that it is prepared to issue,or cause to be issued,as of the date hereof,a Policy or Policies of Title Insurance describing the land and
the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or
encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules,
conditions and Stipulations of said policy forms.
The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in
Exhibit A attached.The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth
in the arbitration clause,all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive
remedy of the parties. Limitations on Covered Risks applicable to the Homeowner's Policy of Title Insurance which establish a
Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A.Copies of the Policy
forms should be read.They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this
report carefully.The exceptions and exclusions are meant to provide you with notice of matters which are not covered
under the terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of title and may
not list all liens,defects,and encumbrances affecting title to the land.
This report(and any supplements or amendments hereto)is issued solely for the purpose of facilitating the issuance of a policy of title
insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance,
a Binder or Commitment should be requested.
Dated as of June 23, 2010, at 7:30 AM
OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to, See Attached
Page 1 of 9 Pages
OPT'1 rR-A tpav nwn71nm
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014982-SG
FIRST AMENDED REPORT
The form of policy of title insurance contemplated by this report is:
CLTA Standard Coverage Policy -1990. A specific request should be made if another form or
additional coverage is desired.
The estate or interest in the land hereinafter described or referred or covered by this Report is:
Fee as to Parcel(s) One and an Easement as to Parcel(s)Two
Title to said estate or interest at the date hereof is vested in:
Barbara S. Bergman,Trustee, the Barbara S. Bergman Trust U/D October 3, 1995
The land referred to in this Report is situated in the unincorporated area of the County of San Mateo, State of California,
and is described as follows:
Parcel One:
Portion of the Northwest 1/4 of Section 17, Township 7 South, Range 3 West, Mount Diablo Base and
Meridian, more particularly described as follows:
Commencing at a point which is located the following courses and distances from the point of intersection of
the Northerly line of the Northwest 1/4 of Section 17,Township 7 South, Range 3 West, Mount Diablo Base
and Meridian, with the center line of that certain Right of Way for ingress and egress, described as Parcel Two
in the Deed from E. Lowell Sumner Jr. and Ethel Craig Sumner, his wife, to James Rolph III dated March 22,
1945 and recorded April 7, 1945 in Book 1175 of Official Records of San Mateo County at Page 73; South 170
42' 20" East, 20.62 feet; South 90 29' East, 84.53 feet; South 550 02' East, 156.78 feet; South 130 23' 25"
East, 101,84 feet to the actual point of beginning of the herein described property; running thence from said
actual point of beginning, North 770 09' East, 6.40 feet; South 450 33' East, 136.92 feet; South 640 25' East,
90.47 feet; South 28* 56' 30" East, 93.74 feet; South 170 05' 30" East, 120.22 feet; South 40 30' 00" West,
61.47 feet; South 140 03' 30" East, 388.01 feet; South 510 21' 30" West, 69.80 feet; South 330 32' 52" East,
235.58 feet; North 630 09' 30" East, 84.58 feet; South 261 50' 30" East, 45.00 feet; North 860 50' 30" West,
40.00 feet; South 630 09' 30" West, 71.20 feet; South 790 09' 30" West, 406.40 feet; North 870 37' 59" West,
574.11 feet; North 60 41' 30" West, 453.64 feet; North 250 56' 30" East, 81.88 feet; North 440 43' 30" East,
99.90 feet; North 590 20' 30" East, 102.97 feet; North 800 21' 30" East, 112.70 feet; North 580 13' 00" East,
138.13 feet; South 890 07' 00" East, 238.63 feet; North 20 57' 30" East, 139.14 feet; North 260 48' 30" West,
104.67 feet; North 110 53' 34" West, 126.09 feet; North 770 09' 00" East, 6.40 feet to the actual point of
beginning.
Excepting Therefrom that portion thereof, described as follows:
Commencing at a point which is located the following courses and distances from the point of intersection of
the Northerly line of the Northwest 1/4 of Section 17, Township 7 South, Range 3 West, Mount Diablo Base
and Meridian, with the center line of that certain Right of Way for ingress and egress described as Parcel 2 in
the Deed from E. Lowell Sumner Jr. and Ethel Craig Sumner, his wife, to James Rolph III dated March 22,
1945 and recorded April 7, 1945 in Liber 1175 of Official Records at Page 73, San Mateo County Records;
South 170 42' 20" East, 20.62 feet; South 90 29' East, 84.52 feet; South 550 02' East, 156.78 feet; South 130
23' 25" East, 105.84 feet; North 770 09' East, 6.40 feet; South 450 33' East, 136.92 feet; South 640 25' East,
90.47 feet; South 280 56' 30" East, 93.74 feet; South 171 05' 30" East, 120.22 feet; South 40 30' 00" West,
61.47 feet; South 140 02' 30" East, 388.01 feet to the True Point of Beginning; thence South 360 50' 25" East,
Page 2 of 9 Pages
nPT It SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014982-SG
FIRST AMENDED REPORT
252.07 feet; thence South 260 50' 30" East, 45.00 feet; thence North 860 50' 30" West, 40.00 feet; thence
South 630 09' 30" West, 71.20 feet; thence South 790 09' 30" West, 250.98 feet to a point; thence Northerly
along a face line, 183.00 feet to a point; thence along a fence line in a Northeasterly direction, 162.00 feet to
a point which bears South 510 21' 30" West, 69.80 feet from the True Point of Beginning; thence North 510
21' 30" East, 69.80 feet to the said True Point of Beginning.
Also Excepting Therefrom that portion thereof described as follows:
Beginning at the actual point of beginning, which is the Westerly terminus of that certain course given as
North 770 09' East, 6.40 feet in the Description of Parcel first above described (hereafter referred to as 15.81
acre parcel); thence running along the Northerly line if said 15.81 acre parcel, North 770 09' East, 6.40 feet;
° °
thence runningaloe the Northeaster) line of said Parcel South 45 33 East 136.92 feet; thence South 64
9 Y
n leaving i Northeasterly line and running South 54 28 25 West 14 .76 25 East 90.47 feet; thence ea i said Northeaste e a u 5 feet to
9 9 ,Y
an angle point in the Westerly line of said 15.81 acre parcel; said angle point being the Southerly terminus of
said 15.81 acre parcel; said angle point being the Southerly terminus of that certain course given as North 260
48' 30" West, 104.7 feet in the Description of said 15.81 acre parcel; thence running along said Westerly line
of the 15.81 acre parcel, North 260 48' 10" West, 104.67 feet; thence North 110 53' 34" West, 126.09 feet;
thence along said Northerly line of the 15.81 acre parcel, North 770 09' East, 6.40 feet to the point of
beginning, containing 0.385 acres of land, more or less.
Parcel Two:
A non-exclusive Right of Way for ingress and egress for and by all kinds of vehicles and for all other purposes
incident to the normal use of such land, including maintenance or water pipes, sewer pipes, electric pipes or
conduits or polelines, to be used by John S. Sills and Esther M. Sills, his wife, in common with James Rolph III
and Jane Richey Rolph, his wife and other parties over, across and under a strip of land 10 feet on either side
of the hereinafter described line, to-wit:
Beginning at a point of intersection of the Southwesterly line of the Skyline Boulevard with the center line of a
small ranch road; leaving the said Skyline Boulevard on the Southwesterly side, at Station 287 plus 37.60 of
said Skyline Boulevard; thence up the center line of said Ranch Road, the following courses and distances:
North 600 12' West, 100.61 feet; North 69° 9' West, 132.38 feet; North 500 33' West, 112.79 feet; North 620
53' West, 112.67 feet; thence on a curve to the left with a radius of 100 feet, 45.79 feet; thence North 890 7'
West, 133.52 feet; thence on a curve to the right with a radius of 122 feet, 129.11 feet; thence North 280 29'
West, 39.25 feet; thence on a curve to the left with a radius of 90 feet, 95.35 feet; thence North 890 11' West,
128.10 feet; North 760 18' West, 161.76 feet; thence on a curve to the right with a radius of 100 feet, 68.68
feet; thence North 360 57' West, 127.81 feet; thence on a curve to the left with a radius of 100 feet, 36.16
feet; thence North 570 41' West 32.27 feet; thence on a curve to the left with a radius of 100 feet, 79.24 feet
crossing the Old Ridge Road; thence South 760 55' West, 191.21 feet; thence on a curve to the right with a
radius of 100 feet, 53.87 feet; thence North 720 13' West, 95.38 feet; thence on a curve to the left with a
radius of 100 feet, 99.95 feet; thence South 500 31 West, 70 feet; thence on a curve to the left with a radius
of 100 feet, 59.69 feet; thence South 160 19' West, 237.68 feet; South 101 2' West, 124.98 feet; South 230
44' West, 74.70 feet; thence on a curve to the right with a radius of 50 feet, 60.55 feet; thence North 860 53'
West, 18.25 feet; thence on a curve to the left with a radius of 50 feet, 77.11 feet; thence South 40 45' West,
92.97 feet; thence on a curve to the right with a radius of 50 feet, 73.30 feet; thence South 880 45' West,
14.76 feet; thence on a curve to the right with a radius of 50 feet, 27.22 feet; thence North 600 4' West,
122.50 feet; thence on a curve to the left with a radius of 25 feet, 55.36 feet; thence South 60 57' East, 53.59
feet and to the North line of the Northwest 1/4 of Section 17, Township 7 South, Range 3 West, Mount Diablo
Base and Meridian; thence South 170 42' 20" East, 20.62 feet; South 90 29' East, 84.53 feet; South 550 02'
Page 3 of 9 Pages
hRT 119R-R
it
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014982-SG
FIRST AMENDED REPORT
East, 196.78 feet; South 130 23' 25" East, 105.84 feet to a point in the most Northerly line of lands
hereinabove described as Parcel One; said point being the actual point of beginning of said Parcel One; thence
South 220 55' 56" East, 221.85 feet to a point on the Southeasterly line of the lands containing 0.385 acres
and as described in the Deed from John S. Sills and Esther M. Sills, his wife to Skyline Lands Inc., a California
corporation, recorded March 14, 1968 in Book 5444, Official Records, Page 4 (26266-AB).
APN: 080-330-080
JPN: 080-033-330-08 A
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows:
1. Taxes and assessments, general and special, for the fiscal year 2010 - 2011, a lien, but not
yet due or payable.
2. Taxes and assessments, general and special, for the fiscal year 2009 - 2010, as follows:
Assessor's Parcel No 080-330-080
Code No. 66-005
1st Installment $438.88 Marked Paid
2nd Installment $438.88 Marked Paid
Land Value $31,272.00
Imp. Value $46,415.00
Exemption $7,000.00 Homeowner's
3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et
seq., of the Revenue and Taxation Code of the State of California.
4. Agreement for Right of Way
Executed By Robert Anderson and Gracella R. Anderson, his wife
and Between E. Lowell Sumner Jr. and Etherl Craig Sumner, his wife
On the terms, covenants and conditions contained therein,
Dated March 20, 1934
Recorded April 10, 1934 in Book 618 of Official Records, Page 341
Affects: Parcel Two
Page 4 of 9 Pages
OPT 11 SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014982-SG
FIRST AMENDED REPORT
5. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Instrument Deed
Reserved By James Rolph III and Jane Richey Rolph, his wife
For Right of Way for ingress and egress, for all kinds of vehicles and all
other purposes, incident to normal use of land, including
maintenance of water and sewer pipes and electric pipes or conduits
or polelines
Dated November 12, 1946
Recorded December 13, 1946 in Book 1296 of Official Records, Page 394
Affects Parcel One
And as Granted by varioius Instruments of Record, portion of said Right of Way has been
relocated by Quitclaim Deed recorded October 9, 1962 in Book 4309, Official Records, Page
173
NOTE: The present ownership of said easement and other matters affecting the
interests thereto, if any, are not shown herein
6. Agreement for Right of Ways for Ingress and Egress, Maintaining and Repairing of
Roadway
Executed By James Rolph III and Jane Rolph, his wife
and Between John S. Sills and his wife
i
On the terms, covenants and conditions contained therein,
Dated December 5, 1946
Recorded December 13, 1946 in Book 1285 of Official Records, Page 479
7. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Granted To Pacific Gas and Electric Company and Pacific Telephone and
Telegraph Company, California corporations
For Erecting, inspecting, replacing, maintaining and using a single line of
poles and wires
Recorded November 24, 1948 in Book 1596 of Official Records, Page 570
Affects Parcel One
Page 5 of 9 Pages
nPT 41 SR-R
1
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014982-SG
FIRST AMENDED REPORT
8. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Granted To Skyline Lands Inc., a California corporation
For Ingress and Egress, Public Utility Purposes
Recorded March 14, 1968 in Book 5444 of Official Records, Page 2
Affects A strip of land 20 feet wide across the Southern portion of Parcel One
NOTE: The present ownership of said easement and other matters affecting the
interests thereto, if any, are not shown herein
9. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Granted To Mary Jo Spencer
For Ingress and Egress, Public Utilities
Recorded December 9, 1974 in Book 6748 of Official Records, Page 651 and as
Granted by varioius Instruments of Record
Affects A strip of land 20 feet wide across the Southerly portion of Parcel
One
NOTE: The present ownership of said easement and other matters affecting the
interests thereto, if any, are not shown herein
10. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes as provided in the following
Instrument Grant Deed
Reserved By Barbara S. Bergman
For A non-exclusive Right of Way for ingress and egress and for the use,
repair, replacement and maintenance of all existing public utility lines
over Parcel One and a Right of Way over Parcel Two for the benefit
of APN: 080-330-09
Recorded June 26, 1996 in Official Records under Recorder's Serial Number 96-
077594
Page 6 of 9 Pages
()PT 1 SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014982-SG
FIRST AMENDED REPORT
11. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts
payable under the terms thereof,
Amount $60,000.00
Trustor/Borrower Barbara S. Bergman, Trustee, the Barbara S. Bergman Trust U/D
October 3, 1995
Trustee American Securities Company
Beneficiary/Lender Wells Fargo Bank, N.A.
Dated July 10, 2003
Recorded September 25, 2003 in Official Records under Recorder's Serial
Number 2003-276702
Loan No. 0654-654-9040234-1998
Returned to 15661 Redhill #200, Tustin, CA 92780
NOTE: Said Deed of Trust appears to secure a Revolving Line or Equity Line of
Credit. If this loan is to be paid off and reconveyed through this transaction, the
Company will require a written statement from the Beneficiary/Lender that a freeze
is in effect on the account, and that the demand for payoff from the
Beneficiary/Lender states that a reconveyance will be issued upon payment of the
amounts shown therein.
The Beneficiary/Lender may be assisted in freezing this account by receiving a
creditline freeze authorization letter signed by the Trustor/Borrower/Seller with the
request for payoff demand. A sample copy of a typical such letter is available from
the Company upon request.
12. 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,
and inquiry of the adjacent land owners and those in possession thereof.
NOTE: The affirmative coverage set forth in the covered risks is not being provided by this
policy.
13. The requirement that this Company be provided with an opportunity to inspect the land (the
Company reserves the right to make additional exceptions and/or requirements upon
completion of its inspection).
Page 7 of 9 Pages
nPT 111,A-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014982-SG
FIRST AMENDED REPORT
14. Terms and conditions contained in the Barbara S. Bergman Trust U/D October 3, 1995 as
disclosed by Grant Deed
Recorded June 26, 1996 in Official Records under Recorder's Serial Number 96-
077594
NOTE: The requirement that:
A Certification of Trust be furnished in accordance with Probate Code Section 18100.5
The Company reserves the right to make additional exceptions and/or requirements.
-------------------- Informational Notes-------------------
A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears
to be section(s) 1.2 and 2.1.
B. The above numbered report (including any supplements or amendments thereto) is hereby
modified and/or supplemented to reflect the following additional items relating to the
issuance of an American Land Title Association loan form policy:
NONE
NOTE: Our investigation has been completed and there is located on said land a single family
residence known as 20000 Skyline Boulevard, Woodside, CA 94062.
The ALTA loan policy, when issued, will contain the CLTA 100 Endorsement and 116 series
Endorsement.
Unless shown elsewhere in the body of this report, there appear of record no transfers or
agreements to transfer the land described herein within the last three years prior to the date
hereof, except as follows:
NONE
Page 8 of 9 Pages --jj
nPT 21 SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626014982-SG
FIRST AMENDED REPORT
C. NOTE: The last recorded transfer or agreement to transfer the land described herein is as
follows:
i
Instrument
Entitled Grant Deed
By/From Barbara S. Bergman
To Barbara S. Bergman, Trustee, the Barbara S. Bergman Trust U/D
October 3, 1995
Recorded June 26, 1996 in Official Records under Recorder's Serial Number 96-
077594
Disclosure to Consumer of Available Discounts
i
Section 2355.3 in Title 10 of the California Code of Regulation necessitates that Old
Republic Title Company provide a disclosure of each discount available under the
rates that it, or its underwriter Old Republic National Title Insurance Company, have
filed with the California Department of Insurance that are applicable to transactions
involving property improved with a one to four family residential dwelling.
You may be entitled to a discount under Old Republic Title Company's escrow
charges if you are an employee or retired employee of Old Republic Title Company
including its subsidiary or affiliated companies. You may also be entitled to a
discount if you are a member in the California Public Employees Retirement System
"CalPERS" or the California State Teachers Retirement System "CalSTRS" and are
you are obtaining a loan to purchase or refinance your principal residence from a
lender that is participating in your respective retirement system's Home Loan
Program or if you are a member of either retirement system and you are selling your
principal residence.
If you are an employee or retired employee of Old Republic National Title Insurance
Company, or it's subsidiary or affiliated companies, you may be entitled to a
discounted title policy premium.
Please ask your escrow or title officer for the terms and conditions that apply to
these discounts. I
A complete copy of the Schedule of Escrow Fees and Service Fees for Old Republic
Title Company and the Schedule of Fees and Charges for Old Republic National Title
Insurance Company are available for your inspection at any Old Republic Title
Company office.
O.N.
Page 9 of 9 Pages
OPT R1 SR-R
i
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�" /9 2O ASSESSOR'S MAP COUNTY OF SAN MATED CALIF PAGE JI r 20 21
EXHIBIT "B"
DO NOT DESTROY THIS ORIGINAL NOTE: This original note must be surrendered to the
Midpeninsula Regional Open Space District before the final principal payment will be made.
UNSECURED PROMISSORY NOTE
$850,000.00
Principal Amount Date of Note
Los Altos, California
FOR VALUE RECEIVED, the undersigned, MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT, a California Public District ("Maker"), does hereby promise to pay BARBARA S.
BERGMAN, Trustee, the Barbara S. Bergman Trust U/D October 3, 1995, for order at P.O. Box
620937, Woodside, CA 94062 ("Holder") or at such other place as the Holder hereof may, from
time to time, hereafter designate in writing, in lawful money of the United States of America, the
principal sum of Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00), together with
interest from the date hereof on unpaid principal at the rate of four percent (4%)per annum.
Should any accrued interest not be paid when due, as provided below, it shall be added to the
unpaid principal and shall thereafter bear interest in the same manner as principal. Interest shall
be calculated on a 365 day year.
1. Payments. Installments of principal and interest shall be due, payable and credited as
follows:
(a) Maturity Date: The principal amount hereof shall be paid by Maker on or before
December 10, 2015.
(b) Interest Payments: Installment payments of accrued interest only shall be paid by
Maker in quarterly installments of Eight Thousand Five hundred and No/100
Dollars ($8,500.00) (every three(3)months) payable on March 10, June 10,
September 10 and December 10 of each year until this Note is satisfied in its
entirety. The first such quarterly payment shall be due and payable on March 10,
2011.
(c) Holidays: In case any date specified above for the payment of principal and/or
interest on this Note shall be a legal holiday, such payment shall be made on the
first succeeding business day.
(d) Order of Payment: All payments made on this Promissory Note shall be applied
first to the payment of all unpaid interest accrued hereon to the date of such
payment and the balance, if any, shall be applied to the payment of principal.
Interest shall thereupon cease upon the principal paid.
2. Maker's Junior and Subordinate Obligation. Maker's obligation for payment of principal
and interest on this Note is and shall be junior and subordinate to all outstanding public
notes and notes secured by a deed of trust, bonds, leases or other obligations secured by
revenues of the Maker, and any and all subsequent public note issues of Maker or future
pledge of revenues created by Maker for the purpose of public financing the Maker's
purpose or operation.
3. Waivers. Any waiver, express or implied, of any breach hereof or default hereunder shall
not be considered a waiver of any subsequent breach or default. Maker waives, to the full
extent permitted by law, the right to plead the statute of limitations set out in Section 337
of the California Code of Civil Procedure as defense to any demand on this Note.
4. Loss or Destruction. Upon receipt of evidence reasonably satisfactory to Maker of the
loss, theft, destruction or mutilation of this Note, and in the case of any such loss, theft, or
destruction of this Note, upon delivery of an indemnity bond by the Holder hereof in such
reasonable amount as Maker may determine, or, in the case of any such mutilation, upon
surrender and cancellation of this Note, Maker will execute and deliver, in lieu thereof, a
replacement note of like form, substance and effect.
5. Authorization. The Maker has reviewed all proceedings taken relative to the authorization
of the Note and has found, as a result of such review, and hereby finds and determines
that all acts, conditions and things required by law to exist, to happen and to be performed
precedent to the issuance of the Note do exist, have happened and have been performed in
regular and due time, form and manner as required by law, and the Maker is now duly
authorized to issue the Note and incur an indebtedness under and pursuant to the
conditions and terms provided in this Note.
6. Jurisdiction. This Note shall be governed by and construed in accordance with the laws
of the State of California.
7. Severance. Every provision of this Note is intended to be severable. In the event any
term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a
court of competent jurisdiction, such illegality or invalidity shall not affect the balance of
the terms and provisions hereof, which terms and provisions shall remain binding and
enforceable.
8. Modification. No provision of this Note may be waived, modified or discharged other
than by an agreement in writing signed by the party against whom enforcement of such
waiver, modification or discharge is sought.
9. Pledge and Assignment. Holder may sell, assign, transfer, pledge and hypothecate this
Note in its entirety by providing prior written notification to Maker.
10. Notice. Any notice required or permitted in connection with this Note will be in writing
and will be given to Holder at the address set out above, and to Maker at the following
address: Attention: General Manager, Midpeninsula Regional Open Space District, 330
Distel Circle, Los Altos, Ca 94022, by personal delivery, facsimile transmission, or
registered or certified mail first class United States mail, return receipt requested.
11. Tax Covenants. At any time that the principal amount due under this Note remains
unpaid, the Maker shall comply with the following covenants:
(a) Private Business Use Limitation. The Maker shall assure that the property
financed with the Note is not used in a manner that will cause the Note to satisfy
the private business tests of section 14 1(b) of the Internal Revenue Code o 1986
(the"Tax Code") or the private loan financing test of section 141(c)of the Tax
Code.
(b) Federal Guarantee Prohibition. The Maker shall not take any action or permit or
suffer any action to be taken if the result of the same would be to cause the Note
to be"federally guaranteed"within the meaning of Section 149(b) of the Tax
Code.
(c) No Arbitrage. The Maker shall not take, or pen-nit or suffer to be taken any action
with respect to the Note or of any other obligations which, if such action had been
reasonably expected to have been taken, or had been deliberately and intentionally
taken, on the date of this Note, would have caused the Note to be an "arbitrage
bond"within the meaning of Section 148(a) of the Tax Code.
(d) Maintenance of Tax-Exemption. The Maker shall take all actions necessary to
assure the exclusion of interest on the Note from the gross income of the Holder
to the same extent as such interest is permitted to be excluded from gross income
under the Tax Code as in effect on the date of the Note.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Note as of the date
and year first above written.
MAKER: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, A Public District
ATTESTED TO:
President, Board of Directors Secretary
Date: Date:
i
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EXHIBIT"C„
PROPERTY MAP
I
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JAI
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e
RUSSIAN RIDGE
a OPEN SPACE PRESERVE
STABLE/TACK ROOM/STORAGE
I
LOWER PASTURE GARAGE/STORAGE
MAIN HOUSE
ARRIAGE HOUSE/
' — APARTMENT
GUEST HOUSE
T ILER
OLD HOUSE
GARDENS '
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14.28 ACRES GRANNY'S J+
HOUSE
PRIVATE
PARCEL
(RR10)
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m p.
m •/�
m V
a� Qr6hg
N (RR05)
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Exhibit C: Premise Map 20000 Skyline Boulevard Midpeninsula Regional
- MROSD Open Space District
July 2010
?'0 54 0
1
EXHIBIT"D"
PERSONAL PROPERTY TO BE REMOVED PRIOR TO CLOSE OF ESCROW
1. 20 Foot Brown Horse Trailer
2. Big Tex Blue Trailer
3. Five tires in lower pasture
4. Old stove and refrigerator below garage
5. Old Television below garage
6. 55 Gallon Water Drum
7. Miscellaneous debris in garage
8. Camper shell near garage
9. 20 Gallon red fuel tank
10. Propane tank below Carriage House
11. Pick Up.Tool box
12. Paint cans, ladder, regular and patio furniture located at the Stable
13. Tenant Debris piles at garage and above Granny's House along access road