HomeMy Public PortalAboutResolution - 11-40- 20111214 - Balaban Purchase Cover Sheet For Scanning By ECS
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Document Date: 12/14/2011
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Document Type: Resolution
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4): Balaban Purchase
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Document No. 11-40
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RESOLUTION 11-40
RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT AUTHORIZING APPROVAL OF PURCHASE AGREEMENT
AND GRANT OF RIGHT OF FIRST OFFER, AND 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 BALABAN)
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 with Jason Balaban, MD
Pension Plan Trust, and the Midpeninsula Regional Open Space District, a copy of which
purchase agreement is attached hereto and by reference made a part hereof, and authorizes the
President or other appropriate officer to execute the Agreement on behalf of the District to
acquire the real property described therein ("the Balaban Property").
Section Two. The General Manager, President of the Board of Directors or other appropriate
officer is authorized to execute Grant of Right of First Offer and the General Manager, President
of the Board of Directors or other appropriate officer is authorized to execute the attendant
Certificates of Acceptance 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.
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Section Four. The General Manager is authorized to expend up to $5,000 to cover the cost of
title insurance, escrow fees, and miscellaneous costs related to this transaction.
Section Five. The General Manager and General Counsel are further authorized to approve any
technical revisions to the attached Agreement and documents which do not involve any material
change to any term of the Agreement or documents, which are necessary or appropriate to the
closing or implementation of this transaction.
Section Six. The purpose of this Section is to enable the District to reimburse its general fund
for the cost of certain land acquisitions. The District wishes to finance certain of these real
property acquisitions and expects to use tax-exempt debt, such as bonds, but a tax-exempt
financing is not cost justified for the District unless the principal amount of the financing is large
enough to justify the related financing costs. Consequently, it is the District's practice to buy
property with its general funds and, when a tax-exempt financing is cost justified based on the
aggregate value of acquisitions, to issue tax-exempt obligations to reimburse itself for previous
expenditures of general funds. These general funds are needed for operating and other working
capital needs of the District and are not intended to be used to finance property acquisitions on a
long-term basis.
RESOLUTION NO. 11-40
jPASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on December 14, 2011, at a Special and Regular Meeting thereof, by the following
vote:
AYES: I{ISHIMOTO,RIFFLE,SIEMENS,HANKO,HARRIS,CYR AND HASSETT
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
ATTEST: APPROVED:
Secretary Preside
Board of Directors Boar of K"
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
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PURCHASE AGREEMENT
This Purchase Agreement (hereinafter called "Agreement") is made and entered into by and
between JASON BALABAN MD, INC. PENSION PLAN TRUST (hereinafter called "Seller") and
the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT a Public District formed pursuant to
Article 3 of Chapter 3 of Division 5 of the California Public Resources Code, (hereinafter called
"District").
RECITALS
WHEREAS. Seller is the owner of certain real property which has open space and
recreational value, located within an unincorporated area of the County of Santa Clara, and being
more particularly described within the body of this Agreement; and
WHEREAS, District was formed by voter initiative to solicit and receive conveyances of real
property by purchase, exchange, gift, or bargain purchase for public park, recreation, scenic and open
space purposes; and
WHEREAS, District desires to purchase said property for open space preservation and as part
of the ecological, recreational, and aesthetic resources of the midpeninsula area; and
WHEREAS, Seller wishes to sell and convey the entirety of said property to District, and
District wishes to purchase said property upon the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and
covenants herein contained, the parties hereto agree as follows:
1. Purchase and Sale.
A. Property Interests. 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 Eighty Three and Four Tenths (83.4)
acres, more or less, and commonly referred to as Santa Clara County Assessor's Parcel Number 562-
23-005. Said property is further described in the Legal Description attached to Preliminary Report
Number 56007-1005470-10. 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".
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B. Right of First Offer Seller and District acknowledge that, as partial
consideration for this Agreement, concurrently with the Closing, Seller shall cause to be granted to
District a Grant of Right of First Offer("Right of First Offer") to purchase separate property owned
by members of Seller's family and commonly known as Santa Clara County Assessor's Parcel
Numbers 562-22-039 as described in the legal description in the Right of First Offer a copy of which
is attached hereto as Exhibit B, and incorporated herein by this reference. Said property is
hereinafter referred to as "the First Offer Property."
2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be
Eight Hundred Thousand and No/100 Dollars ($800,000.00), 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 56007-1005470-10 or other title company
acceptable to District and Seller(hereinafter "Escrow Holder") through which the purchase and sale
of the Property shall be consummated. A fully executed copy of this Agreement shall be deposited
with Escrow Holder to serve as escrow instructions to Escrow Holder; provided that the parties shall
execute such additional supplementary or customary escrow instructions as Escrow Holder may
reasonably require. This Agreement may be amended or supplemented by explicit additional escrow
instructions signed by the parties, but the printed portion of such escrow instructions shall not
supersede any inconsistent provisions contained herein. Escrow Holder is hereby appointed and
instructed to deliver, pursuant to the terms of this Agreement, the documents and monies to be
deposited into the escrow as herein provided, with the following terms and conditions to apply to
said escrow:
A. The time provided for in the escrow for the close thereof shall be on or before
December 30, 2011 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 and Right of First Offer(as defined above)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:
(i) A fully executed and recordable Grant Deed, covering the Property as
described in said Exhibit "A";
(ii) A fully executed and recordable Right of First Offer for the First Offer
Property in the form attached hereto as Exhibit"B".
D. District shall deposit into the escrow, on or before the Closing:
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(i) The required Certificates of Acceptance for the Grant Deed and the
Right of First Offer, duly executed by District and to be dated as of the Closing;
(ii) District's check payable to Escrow Holder in the amount of Seven
Hundred and Ninety-five Thousand and No/100 Dollars ($795,000.00) which is the balance of the
Purchase Price of Eight Hundred Thousand and No/I 00 Dollars as specified in Section 2. The
balance of$5,000.00 is paid into escrow in accordance with Section 12 of this Agreement.
E. Seller and District shall share (50150) escrow fees, the CLTA Standard Policy
of Title Insurance, if required by District, and all recording costs and fees. All other costs or
expenses not otherwise provided for in this Agreement shall be apportioned or allocated between
District and Seller in the manner customary in Santa Clara County. All current property taxes on the
Property shall be pro-rated through escrow between District and Seller as of the Closing based upon
the latest available tax information using the customary escrow procedures.
F. Seller shall cause North American Title Company, or other title company
acceptable to District and Seller, to be prepared and committed to deliver to District, a CLTA
Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of
$800,000.00 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, 10 and I I as shown in
Preliminary Report Number 56007-1005470 dated November 9, 2011 (Exhibit A); and (iii) such
additional title exceptions as may be approved in writing by District prior to the Closing as
determined by District in its sole and absolute discretion.
G. Escrow Holder shall, when all required funds and instruments have been
deposited into the escrow by the appropriate parties and when all other conditions to Closing have
been fulfilled, cause the Grant Deed and Right of First Offer and attendant Certificates 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. 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.
4. Rights and Liabilities of the Parties in the Event of Termination. In the event this
Agreement is terminated and escrow is canceled for any reason, all parties shall be excused from any
further obligations hereunder, except as otherwise provided herein. Upon any such termination of
escrow, all parties hereto shall be jointly and severally liable to Escrow Holder for payment of its
title and escrow cancellation charges (subject to rights of subrogation against any party whose fault
may have caused such termination of escrow), and each party expressly reserves any other rights and
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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, are legal, valid and binding obligations of Seller sufficient to
convey to District all of the interest of Seller in the Subject Property described therein, are
enforceable in accordance with their respective terms and do not violate any provisions of any
agreement to which Seller is a party or by which Seller may be bound or any articles, bylaws or
corporate resolutions of Seller.
C. Leases or Occupancy of Premises. There exist no oral or written leases,
licenses, 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, license, 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 el seq. Seller understands and agrees that the provisions of this Section shall survive
the close of escrow and recordation of the Grant Deed and the Right of First Offer.
D. Good Title. Seller has and at the Closing date shall have good, marketable
and indefeasible fee simple title 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.
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, and damaging or demolition of improvements or structures on the
Property.
7. District's Closiny, 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
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Agreement to purchase the Subject Property from Seller is conditioned upon the Seller's
responsibility and obligation to remove the shed, picnic table and miscellaneous debris 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.
8. Purchase of Property -As Is". District is to purchase the Property "as is,"that is, in its
present condition, and Seller makes no warranties or representations regarding the condition of the
Property. 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, its physical condition thereof, the presence, absence or condition of improvements
thereon; and that District shall purchase the Property AS-IS WITH ALL FAULTS.
9. Hazardous Waste.
A. Definitions. The term "Hazardous Waste,"as used herein, means any
substance, material or other thing regulated by or pursuant to any federal, state or local
environmental law by reason of its potential for harm to human health or the environment because of
its flammability, toxicity, reactivity, corrosiveness or carcinogenicity. The term "Hazardous Waste"
also includes without limitation, polychlorinated biphenyls, benzene, asbestos, petroleum, petroleum
by-products, gas, gas liquids and lead.
The term "Environmental Law" as used herein includes, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
Section 9601 el seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 el
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 employee or agent
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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 all claims, liabilities, losses, damages, and costs incurred or suffered by District, including
without limitation, attorney, engineering and other professional or expert fees, to the extent arising
from any breach of the warranties or representations contained herein.
10. Waiver of Relocation Benefits and Statutory Compensation. Seller and District
understand and agree that Seller may be entitled to receive certain relocation benefits and the fair
market value of the Property described in Exhibit "A", as provided for by the Federal Uniform
Relocation Assistance and Real Property Acquisition Act of 1970 (Public Law 91-646), the Uniform
Relocation Act Amendments of 1987 (Public Law 100-17, Title IV of the Surface Transportation and
Uniform Relocation Assistance Act of 1987 (101 Statutes, 246-256) (42 U.S.C. '4601 et seq.), and
the California Relocation Assistance Act, Government Code Section 7260 el seq. Seller hereby
waives any and all existing and/or future claims or rights Seller may have to any relocation
assistance, benefits, procedures, or policies as provided in said laws or regulations adopted there
under and to any other compensation, except as provided in this Agreement. Seller has been advised
as to the extent and availability of such benefits, procedures, notice periods, and assistance, and
freely and knowingly waives such claims, rights and notice periods except as set forth in this
Agreement, including the fair market value of said Property, as provided for by said Federal Law and
any similar California Law.
11. Miscellaneous Provisions.
A. Access for Investigations. From the date Seller delivers an executed copy of
this Purchase Agreement to District and until the Closing, District and District's agents, lender,
contractors, engineers, consultants, employees, subcontractors and other representatives (the
"District Parties") may, upon the giving of reasonable advance written notice to Seller, enter upon
the Property for the purpose of inspecting, testing and evaluating the same; provided, however, that
District may not perform any work on the Property without Seller's prior written 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.
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B. Choice of Law. The internal laws of the State of California, regardless of any
choice of law principles, shall govern the validity of this Agreement, the construction of its terms
and the interpretation of the rights and duties of the parties.
C. Amendment and Waiver. The parties hereto may by mutual written agreement
amend this Agreement in any respect. Any party hereto may 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 perfon-nance 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.
D. Rights Cumulative. Each and all of the various rights, powers and remedies of
the parties shall be considered to be cumulative with and in addition to any other rights, powers and
remedies which the parties may have at law or in equity in the event of the breach of any of the terms
of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither
constitute the exclusive election thereof nor the waiver of any other right, power or remedy available
to such party.
E. Notices. Whenever any party hereto desires or is required to give any notice,
demand, or request with respect to this Agreement (or any Exhibit hereto), each such communication
shall be in writing and shall be deemed to have been validly served, given or delivered at the time
stated below if deposited in the United States mail, registered or certified and return receipt
requested, with proper postage prepaid, or if delivered by Federal Express or other private
messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy,
telegraph or cable or other similar electronic medium, addressed as indicated as follows:
Seller: Jason Balaban, MD, Inc. Pension Plan Trust
16075 Cerro Vista Drive
Los Gatos, CA 95032
Telephone: (408) 356-1052
Cellular telephone: (408) 892-5437
District: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Attn: General Manager
Telephone: (650) 691-1200, FAX: (650) 691-0485
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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.
F. Severability. If any of the provisions of this Agreement are held to be void or
unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision
of which is binding upon the parties, the parties agree that such determination shall not result in the
nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to
replace such void or unenforceable provisions which will achieve,to the extent possible, the
economic, business and other purposes of the void or unenforceable provisions.
G. Counterparts. This Agreement may be executed in separate counterparts, each
of which shall be deemed as an original, and when executed, separately or together, shall constitute a
single original instrument, effective in the same manner as if the parties had executed one and the
same instrument.
H. Waiver. No waiver of any term, provision or condition of this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be
construed as, a further or continuing waiver of any such term, provision or condition or as a waiver
of any other term, provision or condition of this Agreement.
I. Entire Agreement. This Agreement is intended by the parties to be the final
expression of their agreement; it embodies the entire agreement and understanding between the
parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof,
and it supersedes any and all prior correspondence, conversations, negotiations, agreements or
understandings relating to the same subject matter.
J. Time of Essence. Time is of the essence of each provision of this Agreement
in which time is an element.
K. Survival of Covenants. All covenants of District or 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.
L. Right to Assignment of Purchase Agreement. Seller and District understand
and agree that District has the express right in its sole discretion to assign all of the District's right,
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title, interest, and obligations of whatever kind or nature under this Agreement to a governmental
entity, or tax-exempt non-profit corporation, whose principal purpose is the preservation of open
space, including, but not limited to Peninsula Open Space Trust. Such right to assignment shall
include, but not be limited to, the right to assign the District's above-described purchase rights in
Escrow to its designated assignee so that fee title to the Subject Property shall be conveyed at
Closing to such assignee. Except as expressly permitted herein, neither party to this Agreement shall
assign its rights or obligations under this Agreement to any third party without the prior written
approval of the other party.
M. Further Documents and Acts. 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.
N. 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.
O. 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.
P. 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.
Q. 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.
R. Arbitration of Dilutes. If a dispute arises out of or relates to this Agreement
or the performance or breach thereof, the parties agree first to participate in non-binding mediation in
order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or
if there is any remaining unresolved controversy or claim subsequent to mediation, any remaining
unresolved controversy or claim shall be settled by binding arbitration. The parties shall jointly
select one arbitrator who shall be a retired or former judge of the Superior Court of California. The
arbitration shall be conducted in accordance with the rules set forth in California Code of Civil
Procedure Sections 1280 et. seq. including the right of discovery. Hearings shall be held in Santa
Clara County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be
conducted by Judicial Arbitration and Mediation Services, Inc. ("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.
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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 ,--N DISTRICT INITIAL M(U,)
12. Acceptance. Provided that this Agreement is executed by Seller and delivered to
District on or before November 30, 2011, District shall have until midnight December 14, 2011
("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 Five Thousand Dollars and No/100
($5,000.00). 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.
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{ 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.
I DISTRICT: SELLER:
MIDPENINSULA REGIONAL OPEN Jason Balaban, MD, Inc. Pension Plan Trust
SPACE DISTRICT
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APPROVED AND ACCEPTED:
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Larry Has tt, President, Board of Directors By:
1 Its:
1
Date Date
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ATTEST:
District Clerk
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Date:
ACCEPTED FOR RECOMMENDATION
Michael C. Williams, Real Property Manager
APPROVED AS TO FORM:
Susan M. Schectman, General Counsel
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RECOMMEN DED FOR APPROVAL:
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AepDhE. Abbors, General Manager
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EXHIBIT A
UPDATE #2
NRT17 497 N. Santa Cruz Avenue
ISAMERICAN Los Gatos, 0
(408)39399-410-4100
10TITLE (408)354-3212
COMPANY
Like Clockwork
Mike Williams
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@nat.com
Property: ALAMITOS ROAD
SAN JOSE, CA 95120
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Buyer: Buyer Pending
Owner: Jason Balaban, MD Pension Plan Tr
PRELIMINARY REPORT
IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE,
North American Title Insurance Company
Hereby reports that it is prepared to issue,or cause to be issued,as of the date hereof,a Policy or Policies of Title Insurance describing the
land and the estate or interest therein hereinafter set forth,insuring against loss which may be sustained by reason of any defect,lien or
encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules,Conditions
and Stipulations of said Policy forms.
The printed Exceptions and Exclusions from the coverage and limitations on covered risks of said Policy or Policies are set forth in Exhibit A
attached.The Policy to be issued may contain an Arbitration Clause. When the amount if insurance is less than that set forth in the
Arbitration Clause,all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of
the Parties. Limitations on covered risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a
deductible amount and a maximum dollar limit of liability for certain coverages are also set forth in Exhibit A. Copies of the Policy forms
should be read.They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this
report carefully.The exceptions and exclusions are meant to provide you with notice of matters which are not covered
under the terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of title and may not
list all liens,defects,and encumbrances affecting title to the land.
This report(and any supplements or amendments hereto)is issued solely for the purpose of facilitating the issuance of a policy of title
insurance and no liability is assumed hereby.If it is desired that liability be assumed prior to the issuance of a policy of title insurance,a
Binder or Commitment should be requested.
Dated as of November 9, 2011 at 7:30 A.M. Janet Merritt,Title Officer
Page 1
Order No.: 56007-1005470-10
—- - -------------- ���----------------------
^ .
! .
' 6 S� �RB�D �EMENB �R ��ON �D �HBY�� y���O� .
� .
. THAT PORTION OF SAID LAND LYING BENEATH THE WATERS OFALAM7TO5 CREEK.
�
| �
| 7. ALL THE RIGHTS, RIGHTS OF WAY AND EASEMENTS AS CONTAINED IN THE DEED FROM MARY �
E. FROST AND R.E. FROST, HER HUSBAND TOLC. ROSSl, DATED]UNE18, 1926, RECORDED
]UNE 18, 1QJ6, BOOKJ4Q, PAGE 281, OFFICIAL RECORDS, ASFOLLOWS:
A. A RIGHT OF WAY 1U FEET lN WIDTH FOR INGRESS AND EGRESS AS SHOWN ONTHAT
CERTAIN MAP ENTITLED MAP OF SURVEY OF ROADS AND LANDS AT TWIN CREEKS RECORDED
IN BOOK QOF MAPS, AT PAGE 32. �
B. THE RIGHT OF SUCCESSORS IN INTEREST TO TAKE FROM A CERTAIN SPRING ALL WATER |
NECESSARY OR REQUIRED FOR DOMESTIC PURPOSES.
|
C. THE RIGHT TO ERECT A TANK OR RESERVOIR AT SAID SPRING AND TD LAY ALL NECESSARY
�
)
PIPES TD THE LANDS DFGRANTEE. �
� |
� D.THE RIGHT TO CONSTRUCT AND MAINTAIN A FOOT BRIDGE 4 FEET lN WIDTH AND A �
� WAGON BRIDGE 12 FEET IN WIDTH ACROSS BERROCAL CREEK AND A RIGHT OF WAY FROM �
� SAID BRIDGES TO THE WEST LINE OF ABOVE DESCRIBED 1O FOOT RIGHT OFWAY.
� 8. AN EASEMENT FOR ROAD PURPOSES OVER THAT PORTION OF SAID LAND WITHIN ALAMITOS
| ROAD AS DISCLOSED 8Y VARIOUS INSTRUMENTS DF RECORD AMONG THEM BEING ADEED i
� FROM L.C. ROSSI AND MINNlEM. ROSSlTDHERMANH. DIECKMANN, CHARLE5FERRlERAND /
MORlO PERPDO RECORDED FEBRUARY6, 1929 IN BOOK 448 OFFICIAL RECORDS, PAGE 184.
9. An easement for UTILITIES and incidental purposes in the document recorded NDVEK4BER 25,
1955 as INSTRUMENT NO. 1152069 IN BOOK 3343, PAGE 116ofOfficial Records.
The location of the easement cannot be determined from record information. |
10 Aneasem�ntforUTILlTlE6andincidanta| purposesinthedocumen�recon1edAPRlL2O, 1966 |
. |
as INSTRUMENT NO. 1301919 IN BOOK 3472, PAGE 530 of Official Records. |
The location of the easement cannot be determined from record information. /
|
11. An easement for UNDERGROUND CONDUITS,WIRES, CABLES AND COMMUNICATION �
FACILITIES and incidental purposes in the document recorded O0]BER19, 190in BOOK 9092, �
i PAGE 232 of Official Records.
/
� The location cf the easement cannot be determined from record information. �
| '
| 12. Any fa�s, rights, intene�s, ordaims which are not shown by the puNicrecords but which could
�
/ be ascertained by an inspection of said {and or by making inquiry cfpersons in possession
| thereof.
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Page �
� Order No.: 56007-1005470-10 |
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FORMATIONAL NOTES
1. In addition to the county transfer tax of$0.55 per$500.00 the land herein also subject toaCity
of San Jose conveyance tax in the amount of$1.6S per$50Ovaluation. This city tax is figured
� on t��U �|�of the land with no credits for existing |�nsor bonds.� �
� JL GOOD FUNDS LAW
� Under Section 1241] 1of�he[a|K�rn� InaunancmCmjeNo�hAmehconT�aCbmpanyInc �
� ' ' � i
� may only make funds available for disbursement in accordance with the following rules: !
| Same day availability. Disbursement on the date nfdeposit 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. DfundsanedeposibedtoNodhAmehcan-OdeCompanKlnc. by
cashier's checks, certified checks or teller's checks, disbursement may be on the next business
day following deposit. A"teUertcheck"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 I 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 nn the second business day following deposit. (For further details, consult California
i
. Insurance Code Section 12413, etoeq. and Regulation CC).
� These are the minimum periods before funds will be made available. North American Title |
� Company, Inc. may require additional time before disbursing ondeposited funds.
| |
| North American Title Company will not be responsible for accruals of interest or other charges |
resulting from compliance with the disbursement restrictions imposed by state law.For Your Information, Our Wire Instructions Are:
�
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| Wire To: Credit the Account of: �
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| Comerica Bank North American Title Company
3321 RoseoansAve Ste 5000 Bank Account No.: 1893560076
B Segundo, [A9O245 Escrow No. 56007-1005470-10
Routing No.: 121137532 Bnanch/[ountyNo.: 56007
Attn: Susan Trovato
ACH FUNDS -AutomaticC|earingHouae
�
� North American 7lUe Company will not accept funds in the hznn nfACH transfers.
3. 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 116.2attached.
When issued, the CLTA endorsement form 116or116.2, if applicable will reference a(n)VACANT
LAND known asALAMlTOS ROAD, 5AN]OSE, CALIFORNIA, 9S1]U.
Page
Order No.: 56007-1005470-10
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OFFICE OF COUNTY ASS 5S0R S A N TA C L A R A COUNTY. C A L I F 0 R N I A _
PACE
562 L23
N }eF•
5A S I
--
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NOTE'FRACTIONAL SEC.IC PER AOS."3110
t58.233 AC A4 Y
ACREAGES SHOWN FROM U.S G.S. ,S
SURVEY 151.T5AC
A a•t'� o � O
ti
BK c to oil
OC ® L ATE'zA •\ MDPEN49A.A REGIONAL <
OPEN SPACE DISTRICT g I o
Q ` N 5 p\g4\ NDPDRNSU A REGIONAL
F- SPACE 09RWT
8140 A.TOTAL
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a I NIDPENINSULA REGIONAL t9
((D / 1 I OPEN SPACE DISTRICT �y
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4 OPEN SPACE DISTRICT
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Exhibit B
WHEN RECORDED MAIL TO:
Midpeninsula Regional Open
Space District
330 Distel Circle
Los Altos, CA 94022
Attn: Michael C. Williams
DULY RECORDED WITHOUT FEE
NO TRANSFER TAX DUE
ACQUIRING TITLE Pursuant to Government Code
PUBLIC AGENCY AC
Q , Sections 6103,27383
i CALIFORNIA REVENUE AND TAXATION
CODE SECTION 11922 By
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GRANT OF RIGHT OF FIRST OFFER
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This Right of First Offer(hereafter"Agreement") is entered into this date of
between Arissa Ilyse Balaban and Briana Sivan Balaban (hereafter
"Grantor") and Midpeninsula Regional Open Space District, a California special district
(hereafter"District").
RECITALS
A. Grantor is the fee simple owner of certain real property commonly referred to as
Assessor's Parcel Number 562-22-039 hereafter"Parcel One"). Parcel One
Santa Clara County ( )
is situated in an unincorporated area of the County of Santa Clara, State of California, and is
more particularly described in Exhibit"I", a copy of which is attached hereto and incorporated
herein by this reference.
B. District is the fee simple owner of certain real property (hereinafter called "Parcel
Two" and"Parcel "Three"). Parcel Two is commonly referred to as Santa Clara County '
Assessor's Parcel Number 562-22-002, and Parcel Three is commonly referred to as Santa Clara
County Parcel Number 562-22-030. Parcel Two is adjacent to Parcel One to the south and east,
and Parcel Three is adjacent to Parcel One to the north and west. Parcels Two and Three are
more particularly described in Exhibit"Il" attached hereto and incorporated herein by this
reference.
C. It is the desire of Grantor to grant District a right of first offer to purchase Parcel
One as more particularly described herein.
NOW, THEREFORE, for valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, Grantor hereby agrees as follows:
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it
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1. GRANT OF RIGHT OF FIRST OFFER
A. Grantor shall not sell or agree to sell all or any portion of Parcel One without first
offering Parcel One for sale to District. The word "sell" shall include any transfer, conveyance,
assignment, of all or any portion of Parcel One, except for a transfer: (i) by bequest, trust, or
inheritance; (ii) to an immediate family member of Grantor; or(iii)to an entity wholly controlled
by Grantor or by an immediate family member of Grantor(collectively "Interfamily Transfer").
This Agreement shall remain in effect against any person or entity holding title or other interest
in Parcel One following a transfer of Parcel One by Interfamily Transfer.
B. Grantor hereby grants to District a Right of First Offer to purchase Parcel One.
Prior to placing Parcel One on the market for sale, and before there can be consummation of any
sale or transfer of all or any portion of Parcel One, except as provided in Section I.A. above,
Grantor shall first offer said property or part thereof to District in the following manner:
1 Notice. Grantor shall give District written notice, hereafter referred to as
the -Notice," of his/her desire to sell Parcel One, or Notice of his/her desire to accept an
unsolicited third party offer for Parcel One. Such Notice shall state the price and terms and
conditions under which Grantor is willing to sell as follows:
A If Grantor desires to sell Parcel One, Grantor and District shall
thereafter, in a good faith effort, attempt to agree upon a mutually acceptable price for Parcel
One (the-Agreed Upon Price"). If, within 60 days of District's receipt of the Notice, Grantor
and District cannot agree upon a purchase price for Parcel One or the portion of Parcel One or if
District notifies Grantor that it does not wish to exercise its right of first offer as provided in
Section 3, the parties agree that Grantor shall be free to offer Parcel One or portion thereof for
sale to other parties. If the Parties consent to an Agreed Upon Price, District may make its
election to purchase Parcel One or the portion of Parcel One in accordance with Section 2 below
and Grantor shall not list Parcel One or a portion thereof for sale..
B In the event Grantor receives an unsolicited bona fide offer to
purchase all or a portion of Parcel One from a third party (which bona fides shall be subject to
verification by District), Grantor shall give Notice to District including a copy of such offer,
which shall set forth the price, terms and conditions of such offer, and a statement of Grantor's
intention to accept such offer. Upon District's receipt of such notice, District may exercise its
Right of First Offer as described in Section I A by providing an alternative offer to Grantor to
purchase all or a portion Parcel One or to decline to makean alternative offer in accordance with
Section 3.
2. District's Election to Purchase. For sixty (60)days after District and
Grantor agree on the Agreed Upon Price described in Section LA or Grantor agrees to District's
alternative offer described in Section I.B. ("Election Period"), District shall have the right to
elect to purchase said property ; provided, however, that the purchase must be consummated by
the District as soon as possible, but in no event later than six (6) months after its election to
exercise its Right of First Offer(unless any further delays are caused by default or breach on the
part of Grantor). Such right to purchase may be exercised by delivery in writing, by mail, or
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other appropriate means, to Grantor a notice of District's exercise of its right to purchase within
the Election Period. In the event that District so elects to purchase the property, the District shall
be required to pay cash at the closing thereof, unless Grantor and District have agreed upon other
terms of financing the purchase.
3. District's Election Not to Purchase. If District notifies Grantor that it does
not wish to exercise its right to purchase said property, or fails to notify Grantor of District's
election to exercise its right to purchase, within the Election Period, Grantor shall be free to offer
Parcel One for sale to other parties.
4. MISCELLANEOUS.
A. Form of Agreement; Delivery of Property by Grantor. In the event District
exercises the Right of First Offer as provided hereinabove, District and Grantor shall enter into a
purchase agreement in a form substantially similar to that attached hereto as Exhibit 111.
Additionally, Grantor agrees to deliver the property free and vacant of all persons and personal
property at the close of escrow.
B. Binding. All of the grants, covenants, conditions and restrictions contained above
shall be binding upon Grantor, his or her successors and assigns, lessees and any and all other
persons acquiring all or any portion of or interest in Parcel One that are subject to the provisions
of this Agreement, whether by operation of law or in any other manner whatsoever. All of the
grants, covenants, conditions and restrictions contained in this instrument are for the benefit of-
(i) District, its successors and assigns; and (ii) Parcel Three.
C. Covenants Run With the Land. All of the provisions hereof shall be covenants
running with the land pursuant to applicable law, including, but not limited to, Section 1468 of
the Civil Code of the State of California. It is expressly agreed that each grant, covenant,
condition or restriction contained herein to do or to refrain from doing any act:
1. Is a burden upon Parcel One and each portion thereof and interest therein
that is subject to the provisions of this instrument, and
2. Shall be binding upon each successive owner during its ownership of
Parcel One or a portion thereof or interest therein, derived in any manner.
D. Consideration. The consideration for this Agreement is the purchase price for
District's purchase of Grantor's Property identified as Santa Clara County Assessor's Parcel No.
562-22-039 pursuant to the Purchase Agreement entered into between District and Grantor
concurrently with the execution of this Agreement. The parties acknowledge and agree that but
for such consideration they would not have entered into this Agreement.
E. Term. District's rights under this agreement shall begin upon the date of
execution of this document by District and shall continue for a term of ninety nine (99) years.
F. Assignment; Successors. Except as expressly permitted herein, District's rights
Page 4
and obligations under this Agreement shall not be assigned without Grantor's prior written
consent, and any assignment without that consent shall be void. Notwithstanding the foregoing,
the parties understand and agree that District has the express right in its sole discretion to assign
all of the District's right, title, interest, and obligations of whatever kind or nature under this
Agreement to a governmental entity or tax-exempt non-profit corporation, whose principal
purpose is the preservation of open space, including, but not limited to Peninsula Open Space
' the
Space Authority, without Grantor's consent. Subject to
Trust or Santa Clara Valle Open S , J
Y p p Y
restriction set forth herein, this Agreement shall inure to the benefit of and be binding on the
parties and their respective successors, heirs, personal representatives, and assigns.
G. Notices. All notices, demands, requests, and exercises under this Agreement by
either party shall be delivered by hand, sent by United States Mail, Registered or Certified,
postage prepaid, addressed to the other party, or sent by telecopy or similar means, if a copy of
the notice is also sent by United States Certified Mail as follows:
District: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Attn: General Manager
Tel: 650-691-1200
Fax: 650-691-0485
Grantor: Arissa IlY se Balaban and Briana Sivan Balaban
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Notices, demands, requests, and exercises served in this manner shall be considered
sufficiently given or served for all purposes under this Agreement at the time the notice, demand,
request, or exercise is delivered by hand, when postmarked to the addresses shown above, or on
transmittal by telecopier or other similar means, provided that a transmission report is generated
that reflects the accurate transmission of the notices.
I
The addresses above may be changed by written notice to the other party; provided,
however, that no notice of a change of address shall be effective until actual receipt of the notice.
Copies of notices to other than Grantor or District are for informational purposes only, and a
failure to give or receive copies of any notice shall not be deemed a failure to give notice.
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H. Entire Agreement. This Agreement and the Exhibits contain the entire
agreement of the parties and supersede all prior agreements or understandings of the parties,
1
r written or oral regarding the subject matter of this Agreement.
whether g J g
g
I. Modification and Amendment. This Agreement may not be modified or amended
except in writing signed by Grantor and District.
J. Waivers. No waiver or breach of a covenant or provision in this Agreement shall
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be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be
valid unless in writing and executed by the waiving party.
K. Construction. In construing this Agreement, the singular form shall include plural
and vice versa. This Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references
to sections are to this Agreement.
L. Further Assurances. Whenever requested by the other party, each party shall
execute, acknowledge, and deliver any further conveyances, agreements, confirmations,
satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents,
and any further instruments and documents that are necessary, expedient, or proper, in order to
complete any conveyances, transfers, sales, and agreements covered by this Agreement, and to
do all other acts and to execute, acknowledge, and deliver any requested documents in order to
carry out the intent and purpose of this Agreement.
M. Third-Party Rights. Except as provided in Section III.F, nothing in this
Agreement, express or implied, is intended to confer on any person, other than the parties and
their respective successors and assigns, any rights or remedies under this Agreement, except as
expressly set out herein.
N. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which taken together shall constitute the same
instrument.
O. Partial Invalidity. Any provision of this Agreement that is unenforceable or
invalid or the inclusion of which would adversely affect the validity, legality, or enforcement of
this Agreement shall have no effect, but all the remaining provisions of this Agreement shall
remain in full force.
P. Authority of Parties. All persons executing this Agreement on behalf of a party
represent and warrant that they have the authority to execute this Agreement on behalf of that
party.
Q. Recordation. The original of this document shall be recorded in the official
records of Santa Clara County.
R. Applicable Law. This Agreement shall be interpreted and construed in
accordance with California law.
DISTRICT: GRANTOR:
Stephen E. Abhors Aris"Yse Balaban
PagL- 6
General Manager
Briana Sivan Balaban
Attest:
Michelle Radcliffe
District Clerk
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Approved as to form:
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Susan M. Schectman
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General Counsel
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EXHIBIT
PARCEL ONE PROPERTY DESCRIPTION
Parcel One:
All that real property situated in the State of California, County of Santa Clara, and described as
follows:
SOUTHEAST /4of the Northeast 1/4; Southeast 1/4; all in Section 16, T9S, RI E, M.D.B. &
M.
EXCEPTING THEREFROM the Northwest 1/4 of the Northwest 1/4 of the Southeast '/4;
Northwest '/4 of the Southwest `/4 of the Northwest `/4 of the Southeast 1/4; Northwest '/4 of
the Northeast '/4 of the Northwest `/4 of the Southeast 1/4; Northwest '/4 of the Northeast 1/4
of the Northwest '/4 of the Southeast '/4; all in said Section 16.
ALSO EXCEPTING therefrom so much thereof as described in the deed from George H.
Herbert, et ux, to Harry B. McKannay, dated September 18, 1926 and recorded
September 27, 1026 in Book 263 of Official Records, page 571, as follows:
BEGINNING at the Southeast comer of Section 16, T9S, RIE, said corer being the
common section comer of Sections 15, 16, 21 and 22 of said Township; and running
thence westerly along the line between said Section 16 and 21 for a distance of 25 chains,
more or less, to the crest of a mountain ridge which constitutes a divide between two
branches of Alamitos Creek; thence Northeasterly along the middle of the crest of said
divide and following the meandering thereof, to a point where a line drawn along the
middle of said divide intersects the boundary line between said Sections 15 and 16;
thence Southerly along the line between said Sections 15 and 16 for a distance of 2276.9
feet to the point of beginning.
APN: 562-22-039
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EXHBIT 11
PARCEL TWO AND PARCEL THREE PROPERTY DESCRIPTION
Parcel Two:
The land referred to herein situated in the State of California, County of Santa Clara,
Unincorporated Area, described as follows:
Commencing at the Southeast comer of Section 16, Township 9 South Range I E., said comer
being the Common Section Comer of Sections 15, 16, 21 and 22 of said Township, and running
thence Westerly along the line between said Sections 16 and 21, 25 chains, more or less, to the
crest of a mountain ridge which constitutes a divide between two branches of Alamitos Creek;
thence Northeasterly along the middle of the crest of said divide, and following the meandering
thereof to a point where a line drawn along the middle of said divide intersects the boundary line
between said Sections 15 and 16; thence Southerly along the line between said Sections 15 and
16, 2276.9 feet to the point of Commencement.
APN: 562-22-002
Parcel Three:
All that real property situated in the City of County of Santa Clara, State of California, County of
Santa Clara, and described as follows:
Northeast 1/4of the Southwest 1/4; Northwest 1/4of the Northwest 1/4of the Southeast 1/4; Northwest
1/4of the Southwest 1/4of the Northwest 1/4of the Southeast 1/4; Northwest 1/4of the Northeast 1/4 of
the Northwest 1/4of the Southeast 1/4; all in Section 16, Township 9 South, Range 1, East, M.D.B.
& M.
EXCEPTING THEREFROM all the land that lies Northerly of the center line of Herbert Creek
in the Northwest '/4of the Southeast 1/4of said Section 16.
APN: 562-22-030
Exhibit B
EXHIBIT III
FORM OF PURCHASE AGREEMENT
(to be inserted)
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