HomeMy Public PortalAbout20101208 - Resolution - Board of Directors (BOD) Cover Sheet For Scanning By ECS
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Document Date: 12/8/2010
Document Type: Resolution
Preserve Name:
Keywords(No More Than
4): Price Purchase
Project Name:
Project Number:
Vendor Or Other Party:
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Name (Last):
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APN Number:
Document No. 10-50
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RESOLUTION 10-50
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
PRICE)
I
The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows:
1. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept the
offer contained in that certain Purchase Agreement between the Midpeninsula Regional Open
Space District and Karen J. Price, 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 "Price
Property")
2. The General Manager, President of the Board of Directors or other appropriate officer is
authorized to execute Certificate of Acceptance for the Grant Deed on behalf of the District.
3. 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.
4. The General Manager is authorized to expend up to $5,000 to cover the District's share of
title insurance and closing costs and any other miscellaneous costs associated with this purchase.
5. 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.
6. The purpose of this Section is to enable the District to reimburse its general fund for the cost
of certain land acquisitions. The District wishes to finance certain of these real property
acquisitions and expects to use tax-exempt debt, such as bonds, but a tax-exempt financing is not
cost justified for the District unless the principal amount of the financing is large enough to
justify the related financing costs. Consequently, it is the District's practice to buy property with
its general funds and, when a tax-exempt financing is cost-justified based on the aggregate value
of acquisitions, to issue tax-exempt obligations to reimburse itself for previous expenditures of
general funds. These general funds are needed for operating and other working capital needs of
the District and are not intended to be used to finance property acquisitions on a long-term basis.
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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$150,000 and to use a
portion of the proceeds of the obligations for reimbursement of District expenditures for
acquisition of the Price Property that are paid before the date of issuance of the obligation.
RESOLUTION NO. 10-50
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on December 8, 2010 at a Regular Meeting thereof, by the following vote:
AYES: RIFFLE,HARRIS,HANKO,KISHIMOTO,CYR,SIEMENS,AND HASSETT
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
ATTEST: APPROVED:
cretary 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
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- BARGAIN SALE
�PROPERTY
This Agreement is made and entered into by and between KAREN J. PRICE,hereinafter
called "Seller" and the MIDPENJNSULA 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.
WHEREAS, Seller wishes to sell and convey said property to District, at a price below
fair market value, 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 24 acres, more or less, and commonly
referred to as Santa Clara County Assessor's Parcel Number 562-31-001. Said property is further
described in the Legal Description attached to Preliminary Report number 56007-1053664 from
North American Title Company dated November 5, 2010. 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".
Purchase Agreement—Bargain Sale Page 2
2* Purchase Price. The total purchase price ("Purchase Price") for the Property shall
be One Hundred Fifty Thousand Dollars ($150,000.00), 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 56007-1053664) 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 December 30, 20 10; 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:
(i) 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 One
Hundred Forty-nine Thousand Dollars ($149,000.00) which is the balance of the Purchase Price
of$150,000.00 as specified in Section 2. The balance of$1,000.00 is paid into escrow in
accordance with Section 13 of this Agreement.
E. District and Seller shall each pay fifty percent(50%) of 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
Purchase Agreement—Bargain Sale Page 3
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
$150,000.00 for the Property, showing title to the Property vested in fee simple in District,
subject only to: (i) current real property taxes, exception numbers 4, 5, 6, 7, 8, 9, 10, 11, 12 and
13 as listed in the Preliminary Report, 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 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. Withhold from Purchase Price for Removal of Personal Property and Debris. District
and Seller understand and agree that District's obligation to complete the transaction set out in
this Agreement to purchase the Subject Property from Seller is conditioned upon Seller's
responsibility and obligation to remove all personal property and debris from the Subject
Property. Seller shall have thirty(30) calendar days from the Closing to fulfill this obligation
(the "Grace Period"). Both parties agree and acknowledge that Escrow Holder is instructed to
withhold the amount of Two Thousand Five Hundred Dollars ($2,500.00) from the Purchase
Price as security against Seller's obligation to remove all personal property and debris from the
Subject Property(the"Impound Account"). Escrow Holder shall deliver the Impound Account
funds as follows: (i) to Seller upon written notice from. District that Seller's obligation under this
Paragraph 4 has been met to District's reasonable satisfaction; or(ii) to District 30 days
following the Closing if District does not release its claim to the withheld funds in writing due to
Seller failing to remove all personal property and debris to District's reasonable satisfaction. If
Seller is unable to remove all personal property within the 30 days following the Closing due to
weather constraints, both parties agree to extend the Grace Period up to an additional thirty(30)
calendar days.
5. 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
Purchase Agreement—Bargain Sale Page 4
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.
6. Leases or Occupancy of Premises. Seller warrants that there exist no oral or written
leases or rental agreements affecting all or any portion of the Subject Property. Seller further
warrants and agrees to hold District free and harmless and to reimburse District for any and all
costs, liability, loss, damage or expense, including costs for legal services, occasioned by reason
of any such lease or rental agreement of the Property being acquired by District, including,but
not limited to, claims for relocation benefits and/or payments pursuant to California Government
Code Section 7260 et seq. Seller understands and agrees that the provisions of this paragraph
shall survive the close of escrow and recordation of any Grant Deed(s).
7. Seller's Representations and Warranties. For the purpose of consummating the sale
and purchase of the Property in accordance herewith, Seller makes the following representations
and warranties to District, which shall survive close of escrow, each of which is material and is
being relied upon by District.
A. Authority. Seller has the full right, power and authority to enter into this
Agreement and to perform the transactions contemplated hereunder.
B. Valid and Binding Agreements. This Agreement and all other documents
delivered by Seller to District now or at the Closing have been or will be duly authorized and
executed and delivered by Seller and are legal, valid and binding obligations of Seller sufficient
to convey to District the Subject Property described therein, and are enforceable in accordance
with their respective terms and do not violate any provisions of any agreement to which Seller is
a party or by which Seller may be bound or any articles, bylaws or corporate resolutions of Seller.
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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.
S. Integrityoperty. 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.
9. 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
Purchase Agreement—Bargain Sale Page 5
reports and documents listed in this Section 9, 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
them to the District merely as part of the Seller's disclosure of reports Seller has in its possession
as described above.
[List Disclosure Documents]
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.
10. Hazardous Waste.
A. Definitions. The term "Hazardous Waste," as used herein, means any
substance, material or other thing regulated by or pursuant to any federal, state or local
environmental law by reason of its potential for harm to human health or the environment
because of its flammability, toxicity, reactivity, corrosiveness or carcinogenicity. The term
"Hazardous Waste" also includes without limitation, polychlorinated biphenyls, benzene,
asbestos, petroleum, petroleum by-products, gas, gas liquids and lead.
The term "Environmental Law" as used herein includes, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980(42 U.S.C.
Section 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901
et seq.)
B. Representations and Warranties. For the purpose of consummating the
sale and purchase of the Property, Seller makes the following representations and warranties to
District, which shall survive close of escrow, each of which is material and is being relied upon
by District:
(i) To Seller's knowledge the Property does not contain and has not
previously contained any Hazardous Waste or underground storage tanks, and no Hazardous
Waste has been or is being used, manufactured, handled, generated, stored, treated, discharged,
present, buried or disposed of on, under or about the Property, or transported to or 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
Purchase Agreement-Bargain Sale Page 6
employee or agent thereof has determined, alleged or commenced or threatened to commence any
litigation, or other proceedings, to determine that there is a presence, release, threat of release,
placement on, under or about the Property, or the use, manufacture, handling, generation, storage,
treatment, discharge,burial or disposal on, under or about the Property, or the transportation to or
from the Property, of any Hazardous Waste, nor has Seller received any communication from any
such person or governmental agency or authority concerning any such matters.
C. Indemnity. Seller shall indemnify, defend and hold harmless District from
and against and all claims, liabilities, losses, damages, and costs incurred or suffered by District,
including without limitation, attorney, engineering and other professional or expert fees, to the
extent arising from any breach of the warranties or representations contained herein.
11. Charitable Contribution. District and Seller acknowledge and agree that Seller may
seek a tax benefit for the charitable contribution of the difference between the purchase price
being paid by the District and the Property's fair market value being donated to the District as
part of this transaction. District expresses no opinion as to whether Seller will receive any
deduction for federal or state income tax purposes as result of this transaction. Seller
acknowledges and agrees that Seller is relying solely upon the advice of its own attorneys,
accountants and other professional advisors with respect to all such matters, and to the tax
consequences of this Agreement in general. Without limitation of the foregoing, if such
contribution is not deductible for federal and state income tax purposes, in whole or in part, such
non-deductibility or non-treatment will not relieve Seller of any of its obligations under this
Agreement or otherwise affect this Agreement in any way or require the payment of any
additional or substitute consideration by District for the purchase of the Subject Property or
entitle Seller to any remedies against District as a result thereof. District agrees to provide Seller
with an executed IRS Form 8283 as evidence of the Bargain Sale price accepted by Seller
thereunder.
12. 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
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.
Purchase Agreement—Bargain Sale Page 7
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, 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
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
follows:
Purchase Agreement—Bargain Sale Page 8
Seller: Karen Price
815 Lilac Way
Los Gatos, CA 95032
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With copy to:
Carol Payne
Coldwell Banker j
221 Los Gatos-Saratoga Road
Los Gatos, CA 95030
Telephone: (408) 399-1478
FAX: (408) 354-5991
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
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
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.
I. Waiver. No waiver of any term, provision or condition of this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be
construed as, a further or continuing waiver of any such term, provision or condition or as a
waiver of any other term, provision or condition of this Agreement.
Purchase Agreement—Bargain Sale Page 9
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.
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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
b law, on the successors and ermitted assigns of the parties hereto.
Y p �
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.
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
Purchase Agreement—Bargain Sale Page 10
subsequent to mediation, any remaining unresolved controversy or claim shall be settled by
binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former
judge of the Superior Court of California. The arbitration shall be conducted in accordance with
the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right
of discovery. Hearings shall be held in Santa Clara County, California. If the parties are unable
to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and
Mediation Services, Inc. ("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 DISCOVERY AND 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 AARBITRATION OF
DISPUTESg PROVISION TO NEUTRAL ARBITRATION.
SELLER INITIAL BUYER INITIAL Y4
13. Acceptance. Provided that this Agreement is executed by Seller and delivered to
District on or before December 2, 2010, District shall have until midnight, December 9, 2010
("Option Deadline") 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 deposit into escrow of the sum of One
Thousand Dollars and No/100 ($1,000.00), which, (i) if said irrevocable option is exercised by
District, shall be applied upon the close of escrow to the Purchase Price as set forth in Section 2
hereof, or(ii) if District does not exercise said option, shall be disbursed directly to Seller upon
expiration of the Option Deadline.
Provided that this Agreement is accepted by District, this transaction shall close as soon
as practicable in accordance with the terms and conditions set forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers to be effective as of the date of final execution by District in
Purchase Agreement—Bargain Sale Page I 1
accordance with the terms hereof.
DISTRICT: SELLER:
MIDPENINSULA REGIONAL OPEN KAREN J. PRICE
SPACE DISTRICT
APPROVED AND ACCEPTED:
Larry Hass , President, Board of Directors Karen J. Price
i Date Date
ATTEST:
Wcc,co,
Michelle Radcliffe, District Clerk
ACCEPTED FOR RECOMMENDATION:
Michaef Reeves, Real Property Specialist
APPROVED AS TO FORM:
Susan M. Schectman, General Counsel
RECOMMENDED FOR APPROVAL:
Stephe E. Abbors, General Manager
EXHIBIT A
Wm Los Gatos,N0RTH 497 N. Santa Cruz Avenue
CA AM (408)39995030
-4100
filTITLE (408)354-3212
COMPANY
Like Clockwork 10
Mike Reeves
Midpeninsula Regional OpenSpace District
330 Distel Circle
Los Altos, CA 94022
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: LOMA ALMADEN ROAD
LOS GATOS, CA 95030
Buyer: MidPeninsula
Owner: Karen 3 Price
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 Cause,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 November 05, 2010 at 7:30 A.M. Janet Williams, Title Officer
Page 1 Order No.: 56007-1053664-10
| '
.
. .
The form of Policy oftitle insurance contemplated by this report is:
199OCLTA
ALTA LOAN 2006
A specific request should be made if another form or additional coverage is desired.
Title to said estate or interest at the date hereof is vested in:
KAREN]. PRICE
The estate or interest in the land hereinafter described or referred to covered by this Report is:
�
A fee as to Parcel(s) 1, an easement as to Parcel(s) 1,AAND 1-B.
The Land referred to herein is described as follows: �
�
� (Gee attached Legal Description)
�
� At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said �
� policy form would beasfollows: �
� 1 Ganena) andspeca| taxeyandassessments���he �sca| yeer2O1O-2U�1
� . " .
�
First Installment: $1,286.26, OPEN
Penalty: $1�8.62
� .
Second Installment: $1,286.26 OPEN
Penalty: $13862
Tax Rate Area: 80008
� A. P. No.: 562-31'001
I. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with
Section 75of the California Revenue and Taxation Code.
�
3. The lien of special tax for the following community facilities district, which tax is collected with �
the countytaxes. �
� �
District: COUNTY LIBRARY
�
4. Rights of the public in and to that portion of the land lying within THE LINES OF FORESTRY �
ROAD, ALSO KNOWN A6LOMAALMADENROAD. �
�
S An easement for RIGHT WAY incidental purposes, recorded MAY 1], 1948 in BOOK
. �
1614, PAGE Z]6o[Official Records. �
ln Favor of: HER8ERTVIELBAUM
Affects: FOREST SERVICE ROAD �
�
Page Order No.: 56007-1053664-10
6. An easement for INGRESS AND EGRESS AND FOR INSTALLATION AND MAINTENANCE OF
PUBLIC UTILITIES and incidental purposes, recorded DECEMBER 31, 1964 in BOOK 6800, PAGE
67 of Official Records.
In Favor of: JAMES E. FARMER, ET UX
Affects: OVER A STRIP OF LAND 60.00 FEET IN WIDTH THE
CENTERLINE OF WHICH FOLLOWS COURSES SOUTHERLY AND
SOUTHEASTERLY OVER THE EXISTING FORESTRY ROAD
THROUGH LOTS 4, 5 AND 6, SECTION 12,TOWNSHIP 9
SOUTH, RANGE 1 WEST, M.D.B. & M.
AND AS CONTAINED IN THE DEED FROM JAMES E. FARMER, ET UX, TO CLAYTON M.
MCCULLOUGH, ET UX, DATED DECEMBER 30, 1964, RECORDED DECEMBER 31, 1964 IN BOOK
6800 OF OFFICIAL RECORDS, PAGE 69.
7. An easement for INGRESS AND EGRESS AND FOR INSTALLATION AND MAINTENANCE OF
PUBLIC UTILITIES and incidental purposes, recorded DECEMBER 31, 1964 in BOOK 6800, PAGE
69 of Official Records.
In Favor of: JAMES E. FARMER, ET UX
Affects: REFER TO SAID DOCUMENT FOR FULL PARTICULARS
8. An easement for INGRESS AND EGRESS AND FOR THE INSTALLATION AND MAINTENANCE OF
PUBLIC UTILITIES and incidental purposes, recorded JULY 14, 1965 in BOOK 7030, PAGE 71 of
Official Records.
In Favor of: HUGH C. MCCULLOUGH
Affects: THAT PORTION OF PARCEL 1 LYING WITHIN THE BOUNDS OF
PARCEL 1-A
9. An easement for INGRESS AND REPLACEMENT OF EXISTING WATER LINES AND RIGHTS and
incidental purposes, recorded AUGUST 19, 1965 in BOOK 7075, PAGE 183 of Official Records.
In Favor of: HUGH C. MCCULLOUGH
Affects: THE EXACT LOCATION OF THE EASEMENT IS NOT DISCLOSED
BY SAID INSTRUMENT
10. The terms and provisions contained in the document entitled "AGREEMENT' recorded AUGUST
19, 1965 in BOOK 7075, PAGE 184 of Official Records.
11. An easement for INGRESS AND EGRESS AND PUBLIC UTILITIES and incidental purposes,
recorded DECEMBER 27, 1968 in BOOK 8383, PAGE 12 of Official Records.
In Favor of: JAMES E. FARMER, ET UX
Affects: THAT PORTION OF PARCEL 1 LYING WITHIN THE BOUNDS OF
PARCEL 1-A
12. An easement for INGRESS AND EGRESS AND PUBLIC UTILITIES and incidental purposes,
recorded DECEMBER 27, 1968 in BOOK 8383, PAGE 14 of Official Records.
In Favor of: THE HOME BENEVOLENCE OF SAN JOSE, INC.
Affects: THAT PORTION OF PARCEL 1 LYING WITHIN THE BOUNDS OF
PARCEL 1-A
13. An easement for INGRESS AND EGRESS AND PUBLIC UTILITIES and incidental purposes,
recorded DECEMBER 31, 1969 in BOOK 8787, PAGE 251 of Official Records.
In Favor of: CLAYTON M. MCCULLOUGH AND NADINE B. MCCULLOUGH, HIS
WIFE
Affects: THAT PORTION OF PARCEL 1 LYING WITHIN THE BOUNDS OF
PARCEL 1-A
Page 3
Order No.: 56007-1053664-10
I
�
. .
14. A �� �Tm�����ano�n in�b�d�� �$BI00.UO ���e DE�M8ER3�
1998as INSTRUMENT NO. 14S71964ofOffida| Records.
Dated: DE[EM8ER 28, 1998
Trustor: KAREN ]. PRICE
Trustee: NORTH AME0[AN TITLE COMPANY, A CALIFORNIA
CORPORATION
Beneficiary: MELVlNH. PRICE
AFFECTS: THE LAND AND OTHER PROPERTY.
NOTES: �
A. IF THIS DEED OF TRUST l8TOBE ELIMINATED IN THE POLICY ORPOLICIES �
CONTEMPLATED BY THIS REPORT/COMMITMENT, WE WILL REQUIRE ALL OF THE FOLLOWING
PRIOR TOTHE RECORDATION OF ANY DOCUMENTS OR THE ISSUANCE OF ANY POLICY OF
TITLE INSURANCE: �
�
I. ORIGINAL NOTE AND DEED OF TRUST.
II. PAYOFF DEMAND STATEMENT SIGNED BY ALL PRESENT BENEFICIARIES.
III. REQUEST FOR REO]NVBA\N[E SIGNED BY ALL PRESENT BENEFICIARIES.
B. IF THE PAYOFF DEMAND STATEMENT OR THE REQUEST FOR RE[ONVEYANCE IS TO BE
SIGNED BY A5ERVICER, WE WILL ALSO REQUIRE A FULL COPY OF THE LOAN SERVICING
AGREEMENT EXECUTED BY ALL PRESENT BENEFICIARIES.
C. IF ANY OF THE BENEFICIAL INTEREST IS PRESENTLY HELD BY TRUSTEES UNDER ATRUST
� AGREEMENT, WE WILL REQUIRE A CERTIFICATION PURSUANT TO SECTION 18500.5 OF THE
�
CALIFORNIA PROBATE [ODE IN A FORM SATISFACTORY TO THE COMPANY
� 15. Any right, title ur interest of the spouse or domestic partner(if any) uf any married veshee
� herein.
16. Any rights, interests, or claims of parties in possession of the land not shown by the public
records.
�
�
�
�
�
�
�
�
�
�
Page
Order No.: 56007-1053664-10
LEGAL DESCRIPTION
Real property in the unincorporated area of the County of SANTA CLARA, State of CALIFORNIA,
described as follows:
PARCEL 1:
BEGINNING AT THE SOUTHWEST CORNER OF LOT 5, SECTION 12, TOWNSHIP 9 SOUTH,
RANGE 1 WEST, M.D.B. & M., SAID CORNER ALSO BEING THE SOUTHWEST CORNER OF THAT
CERTAIN 20.290 ACRE PARCEL OF LAND CONVEYED TO THE HOME OF BENEVOLENCE OF SAN
JOSE, INC., BY DEED DATED DECEMBER 23, 1968, RECORDED DECEMBER 27, 1968 IN BOOK
8383 OF OFFICIAL RECORDS, PAGE 14, SANTA CLARA COUNTY RECORDS; THENCE ALONG THE
WESTERLY LINE OF LOT 5 AND ITS PROLONGATION THEREOF NORTH 10 06' 59" WEST 2642.31
FEET TO A 1 INCH IRON BAR AT THE COMMON SECTION CORNER OF SECTION 1, 2, 11 AND
12, TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.B. & M.; THENCE ALONG THE DIVIDING LINE
BETWEEN SAID SECTIONS 1 AND 12, NORTH 880 11' 01" EAST 63.63 FEET TO THE
NORTHWEST CORNER OF THAT CERTAIN 11.213 ACRE PARCEL OF LAND CONVEYED TO HUGH
C. MCCULLOUGH, BY DEED DATED JULY 9, 1965, RECORDED JULY 14, 1965 IN BOOK 7030 OF
OFFICIAL RECORDS, PAGE 71, SANTA CLARA COUNTY RECORDS; THENCE SOUTH 170 42' 55"
EAST 11.88 FEET; THENCE SOUTH 100 34' 02" WEST 182.82 FEET; THENCE SOUTH 10 06' 59"
EAST 353.66 FEET; THENCE SOUTH 460 32' 25" EAST 287.63 FEET; THENCE SOUTH 280 31' 41"
WEST 83.31 FEET; THENCE SOUTH 21 44' 03" EAST 122.43 FEET; THENCE SOUTH 260 49' 33"
WEST 79.78 FEET; THENCE SOUTH 270 00' 31" EAST 147.43 FEET; THENCE NORTH 380 39' 44"
EAST 192.21 FEET; THENCE SOUTH 880 37' 35" EAST 98.61 FEET; THENCE NORTH 5511 35' 11"
EAST 64.79 FEET; THENCE SOUTH 680 19' 04" EAST 113.83 FEET TO THE SOUTHEAST CORNER
OF SAID 11.213 ACRE PARCEL; THENCE SOUTH 40 23' 06" WEST 85.81 FEET; THENCE SOUTH
80 25' 56" WEST 211.60 FEET; THENCE SOUTH 260 23' 41" EAST 62.86 FEET; THENCE SOUTH
520 37' S1" EAST 346.50 FEET; THENCE SOUTH 10 51' 51" WEST 54.54 FEET; THENCE SOUTH
670 57' 09" EAST 30.00 FEET TO THE NORTHWESTERLY CORNER OF THAT CERTAIN 20.290
ACRE PARCEL OF LAND ABOVE REFERRED TO; THENCE ALONG THE WESTERLY LINE OF SAID
20.290 ACRE PARCEL SOUTH 400 19' 4"WEST 1335.82 FEET, MORE OR LESS, TO THE POINT
OF BEGINNING. BEING A PORTION OF LOTS 4 AND 5, SECTION 12, TOWNSHIP 9 SOUTH,
RANGE 1 WEST, M.D.B. & M.
EXCEPTING THEREFROM ALL MINERALS COAL OIL PETROLEUM GAS AND KINDRED
SUBSTANCES UNDER AND IN SAID LAND.
PARCEL 1-A
A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AND FOR THE INSTALLATION AND
MAINTENANCE OF PUBLIC UTILITIES OVER A STRIP OF LAND 60.00 FEET IN WIDTH, THE
GENERAL WESTERLY AND SOUTHERLY LINE OF WHICH ARE DESCRIBED AS FOLLOWS:
A STRIP OF LAND 60.00 FEET IN WIDTH,THE CENTER LINE OF WHICH IS DESCRIBED AS
FOLLOWS:
BEGINNING AT A 1 INCH IRON BAR AT THE COMMON SECTION CORNER OF SECTION 1, 2, 11
AND 12, TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.B. & M.; THENCE FROM SAID POINT OF
BEGINNING NORTH 880 11' 01" EAST ALONG THE DIVIDING LINE BETWEEN SAID SECTIONS 1
AND 12 FOR A DISTANCE OF 63.63 FEET AND THE TRUE POINT OF BEGINNING OF THE
EASEMENT TO BE DESCRIBED; THENCE FROM SAID TRUE POINT OF BEGINNING SOUTH 170
42' S5" EAST 11.88 FEET; THENCE SOUTH 100 34' 02"WEST 182.82 FEET; THENCE SOUTH 10
06' 59" EAST 353.66 FEET; THENCE SOUTH 461 32' 25" EAST 287.63 FEET; THENCE SOUTH 280
31'.41" WEST 83.31 FEET; THENCE SOUTH 20 44' 03" EAST 122.43 FEET; THENCE SOUTH 260
49' 33" WEST 79.78 FEET; THENCE SOUTH 270 00' 31" EAST 147.43 FEET; THENCE NORTH 380 j
39' 44" EAST 192.21 FEET; THENCE SOUTH 880 37' 35" EAST 98.61 FEET; THENCE NORTH 550 I
35' 11" EAST 64.79 FEET; THENCE SOUTH 680 19' 04" EAST 113.83 FEET; THENCE SOUTH 401
Page 5
Order No.: 56007-1053664-10
23' 06" WEST 85.81 FEET THENCE SOUTH 80 25' 56" WEST 211.60 FEET; THENCE SOUTH 260
23' 41" EAST 62.86 FEET; THENCE SOUTH 52° 37' 51" EAST 346.50 FEET; THENCE SOUTH 10
51' 51"WEST 54.54 FEET; THENCE SOUTH 670 57' 09" EAST 217.10 FEET; THENCE SOUTH 820
11' 14" EAST 306.97 FEET; THENCE SOUTH 51 37' 14" EAST 213.07 FEET, MORE OR LESS, TO
THE EASTERLY LINE OF LOT 5 OF SAID SECTION 12 OF SAID TOWNSHIP AND RANGE AND THE
TERMINUS OF SAID EASEMENT.
THE SOUTHEASTERLY TERMINUS OF SAID EASEMENT BEING THE EASTERLY LINE OF LOT 5
AND THE NORTHWESTERLY TERMINUS OF SAID EASEMENT HAVING A BEARING OF NORTH 880
11' 0 1" EAST.
PARCEL l-B
A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AND FOR INSTALLATION AND
MAINTENANCE OF PUBLIC UTILITIES OVER A STRIP OF LAND 50.00 FEET IN WIDTH, LYING
25.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE COMMON CORNER OF SECTION 1, 2, 11 AND 12, TOWNSHIP 9 SOUTH,
RANGE 1 WEST, M.D.B. &M.; THENCE FROM SAID POINT OF BEGINNING ALONG THE
NORTHERLY LINE OF SAID SECTION 12, NORTH 88° 11' 01" EAST 63.63 FEET TO THE TRUE
POINT OF BEGINNING; THENCE FROM SAID TRUE POINT OF BEGINNING SOUTH 170 42' 55"
EAST 11.88 FEET; THENCE SOUTH 370 42' 55" EAST 44.00 FEET; THENCE SOUTH 330 57' 40"
EAST 164.37 FEET; THENCE SOUTH 500 34' 20" EAST 94.56 FEET; THENCE SOUTH 40 27' 25"
WEST 182.67 FEET; THENCE SOUTH 690 34' EAST TO THE EASTERLY LINE OF LOT 4, SECTION
12, TOWNSHIP 9 SOUTH, RANGE 1 WEST, M.D.B. &M.
APN: 562-31-001
Page 6
Order No.: 56007-1053664-10
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. is not obligated to disburse funds at the expiration of the time periods above, and
expressly reserves the right to require additional time before disbursing on deposited funds.
Close of escrow and final disbursement will not be made based on deposits in the form of
personal checks, corporate checks, credit union checks, money market checks, travelers checks
and official checks until confirmation of final clearance of the funds.
North American Title Company will not be responsible for accruals of interest or other charges
imposed b state law.
m compliance with the disbursement restrictions resulting fro co pp y
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. 56007-1053664-10
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)VACANT
LAND known as LOMA ALMADEN ROAD, LOS GATOS, CALIFORNIA, 95030.
I
Page 7
Order No.: 56007-1053664-10
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:
None
4. Basic rate applies.
S. 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.
6. 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.
Page 8
Order No.: 56007-1053664-10