HomeMy Public PortalAboutResolution - 12-21- 20120523 - Sempervirens Purchase Ecd Cover Sheet For Scanning By ECS
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Document Date: 5/23/2012
Document Type: Resolution
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Document No. 12-21
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RESOLUTION NO. 12-21
RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF PURCHASE
AGREEMENT 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 (EL CORTE DE MADERA CREEK OPEN SPACE PRESERVE -
LANDS OF SEMPERVIRENS FUND)
The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows:
Section One. The Board of Directors of Midpeninsula Regional Open Space District does
hereby accept the offer contained in that certain Purchase Agreement between the Sempervirens
Fund and the Midpeninsula Regional Open Space District, a copy of which purchase agreement
is attached hereto and by reference made a part hereof, and authorizes the President or other
appropriate officer to execute the Agreement and all related transactional documents on behalf of
the District to acquire the real property described therein ("the Sempervirens Fund Property").
Section Two. The General Manager, President of the Board of Directors or other appropriate
officer is authorized to execute a Certificate of Acceptance for the Grant Deed on behalf of the
District.
Section Three. The General Manager or the General Manager's designee shall cause to be given
appropriate notice of acceptance to the seller and to extend escrow if necessary.
Section Four. The General Manager is authorized to expend up to $5,000.00 to cover the cost of
title insurance, escrow fees, and other miscellaneous costs related to this transaction.
Section Five. The General Manager and General Counsel are further authorized to approve any
technical revisions to the attached Agreement and documents which do not involve any material
change to any term of the Agreement or documents, which are necessary or appropriate to the
closing or implementation of this transaction.
Section Six. The purpose of this Section is to enable the District to reimburse its general fund
for the cost of certain land acquisitions. The District wishes to finance certain of these real
property acquisitions and expects to use tax-exempt debt, such as bonds,but a tax-exempt
financing is not cost justified for the District unless the principal amount of the financing is large
enough to justify the related financing costs. Consequently, it is the District's practice to buy
property with its general funds and, when a tax-exempt financing is cost justified based on the
aggregate value of acquisitions, to issue tax-exempt obligations to reimburse itself for previous
expenditures of general funds. These general funds are needed for operating and other working
capital needs of the District and are not intended to be used to finance property acquisitions on a
long-term basis.
I
RESOLUTION NO. 12-21
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on May 23, 2012, at a Regular Meeting thereof, by the following vote:
AYES: CYR,KISHIMOTO,HANKO,HASSETT,HARRIS,SIEMENS,AND RIFFLE
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
ATTEST: APPROVED:
Se re ary President
B ar 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
n ace District b the above vote at a meeting thereof duly
the Midpeninsula Regional Open Sp y g y
held and called on the above day.
District Clerk
I
PURCHASE AGREEMENT-BARGAIN SALE
This Agreement is made and entered into by and between SEMPERVIRENS FUND,a
California non-profit corporation hereinafter called"Seller" and the MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT a Public District formed pursuant to Article 3 of Chapter
3 of Division 5 of the California Public Resources Code,hereinafter called"District."
RECITALS
WHEREAS, Seller is the owner of certain real property which has open space and
recreational value, located within an unincorporated area of the County of San Mateo,and being
more particularly described within the body of this Agreement; and
WHEREAS,District was formed by voter initiative to solicit and receive conveyances of
real property by purchase,exchange,gift,or bargain purchase for public park,recreation,scenic
and open space purposes; and
WHEREAS,District desires to purchase said property for open space preservation and as
part of the ecological,recreational,and aesthetic resources of the midpeninsula area; and
WHEREAS, Seller wishes to sell and convey the entirety of said property to District, and
District wishes to purchase said property upon the terms and conditions set forth herein.
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 San
Mateo, State of California,containing approximately Thirty and Seventy Eight Hundredths
(30.78)acres,and commonly referred to as San Mateo County Assessor's Parcel Number 08 1-
100-040. Said property is further described in the Legal Description attached to Preliminary Title
Report number 0626020680-BC from Old Republic Title Company,a copy of said preliminary
title report attached hereto as Exhibit"A",and incorporated herein by this reference. Said
property is to be conveyed together with any easements,rights of way,or rights of use which may
be appurtenant or attributable to the aforesaid lands, and any and all improvements attached or
affixed thereto. All of said real property and appurtenances shall hereinafter be called the
"Subject Property"or the"Property".
2. Purchase Price. The total purchase price("Purchase Price") for the Property shall
be Five Hundred Fifteen Thousand and No/100 Dollars($515,000.00),which shall be paid in
cash at the "Closing"as defined in Section 3 hereof.
Purchase Agreement—Bargain Sale Page 2
3. Escrow. Promptly upon execution of this Agreement,in accordance with Section
12 herein,an escrow shall be opened at Old Republic Title Company,361 Lytton Avenue, Suite
100 Palo Alto, CA 94301,(650)321-05 10 (Escrow number 0626020680)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 June 30,2012;provided,however,that the parties may,by written agreement, extend the
time for Closing. The term"Closing" as used herein shall be deemed to be the date when Escrow
Holder causes the Grant Deed(as defined below)to be recorded in the Office of the County
Recorder of San Mateo County.
B. Seller and District shall,during the escrow period,execute any and all
documents and perform any and all acts reasonably necessary or appropriate to consummate the
purchase and sale pursuant to the terms of this Agreement.
C. Seller shall deposit into the escrow on or before the Closing an executed
and recordable Grant Deed in a form reasonably acceptable to Seller,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 Five
Hundred Ten Thousand and No/100 Dollars($5 10,000.00),which is the balance of the Purchase
Price of Five Hundred Fifteen Thousand and No/100 Dollars($515,000.00),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 split(50150)the escrow fees, the fee for a CLTA
Standard Owner's Policy of Title Insurance and all recording costs and fees. All other costs or
expenses not otherwise provided for in this Agreement shall be apportioned or allocated between
District and Seller in the manner customary in San Mateo County.
F. Property Taxes and any penalties and/or costs levied for prior tax years or
for the current tax year that constitute a lien on the Property shall be paid by Seller outside of
escrow and prior to close of escrow,or through the date of Closing at close of escrow. Taxes and
any penalties and costs that are assessed for the current fiscal year shall be paid by Seller in
Purchase Agreement—Bargain Sale Page 3
accordance with the provisions of California Revenue and Tax Code("Code") Section 5086.
The District shall have no responsibility to reimburse Seller for any taxes paid by Seller that are
allocable to that part of the fiscal year which begins on the"date of apportionment,"as defined in
Code Section 5082. Seller shall be solely responsible for seeking any refund,for which Seller
may be eligible,under Code Section 5096.7,provided that District shall cooperate with Seller in
connection with any such refund request.
G. It is a condition of District's obligation to proceed with the Closing under
this Agreement that Old Republic Title Company,or other title company acceptable to District
and Seller,to be prepared and committed to deliver to District,a CLTA Standard Policy of Title
Insurance,dated as of the Closing, insuring District in the amount of $1,030,000 for the Property
showing title to the Property vested in fee simple in District, subject only to: (i)current real
property taxes,(ii)exception numbers 4, 5,6&7 as listed in Preliminary Report No
0626020680-BC dated January 18,2012; 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.
H. Escrow Holder shall,when all required funds and instruments have been
deposited into the escrow by the appropriate parties and when all other conditions to Closing
have been fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded
in the Office of the County Recorder of San Mateo County. Upon the Closing,Escrow Holder
shall cause to be delivered to District the original of the policy of title insurance required herein,
and to Seller 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 3.F,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. Rights and Liabilities of the Parties in the Event of Termination. In the event this
Agreement is terminated and escrow is canceled for any reason,all parties shall be excused from
any further obligations hereunder,except as otherwise provided herein. Upon any such
termination of escrow,all parties hereto shall be jointly and severally liable to Escrow Holder for
payment of its title and escrow cancellation charges(subject to rights of subrogation against any
party whose fault may have caused such termination of escrow), and each party expressly
reserves any other rights and remedies which it may have against any other party by reason of a
wrongful termination or failure to close escrow.
5. Covenant Regarding Fundraising and Recognition of Significant Donors.
Upon transfer of the Property, Seller shall have the right to specifically recognize certain
Sempervirens donors by selling permanent donor designations at certain old growth and second
growth redwood trees and groves on the Property. Seller understands and acknowledges that
only those trees and groves that are depicted on Exhibit B,attached hereto and made a part
hereof,may contain permanent markers recognizing donors in accordance with this Section 5 and
in compliance with the District's"Policies for Site Naming and Gift Recognition"and"Forest
Management Policies,"in effect as of the full execution of this Agreement and may be amended
in the future. The parties agree that the naming of the trees and groves identified above shall be
controlled by Seller and any gifts given in consideration for recognition upon said trees and
groves shall be the sole property of Seller. District agrees that it will not grant the right to sell the
Purchase Agreement—Bargain Sale Page 4
permanent donor designations described in this Section 5 to any other party and will not itself
engage in such activity.
Subject to the terms and conditions set forth in this Section 5, Seller will have the right to place
signs and wooden stakes at those specifically designated trees and groves on the Property as
permanent markers of gifts made by Sellers' donors. The signs and wooden stakes shall be low
profile, unobtrusive and consistent with the purpose for which District is acquiring the Property,
including the preservation of public open space and natural habitat. A photo of the wooden stake
is identified and attached hereto as Exhibit"C",and incorporated herein by this reference. Seller
will assume responsibility for paying for, installing,replacing,and maintaining any wooden
stakes and signs that mark dedicated trees and groves on the Property. Seller's rights under this
Section 5 to place additional wooden stakes and signs at trees and groves on the Property shall
automatically terminate ten(10)years after the close of escrow,except that Seller's right to
continue to maintain in the locations on the Property where placed,and Seller's duty to repair,
replace, and maintain,any wooden stakes and signs installed by Seller pursuant to this Section 5
shall continue to survive thereafter.
Sempervirens shall notify the District's Skyline Area Superintendent at least forty-eight(48)
hours in advance by telephone at(650)949-1848 prior to any scheduled donor visit or
installation of stakes or signs. Subject to the required prior notification to District, Seller shall
have pedestrian access on the Property for the duration of the covenant to exercise its rights
under this Section 5,and thereafter for the sole purpose of maintaining any stakes or signs
installed pursuant to this Section 5. Seller shall have access over the Property's appurtenant road
casement for the duration of the covenant. If Seller requires pedestrian access to the Property
after the covenant expires in order to satisfy its maintenance obligations under this Section 5,
permission to enter shall not be unreasonably withheld by the District. District reserves the right
to thin and maintain the areas surrounding those trees and groves identified on Exhibit B at any
time in accordance with the District's Forest Management Policies. Any tree,once named and
identified,cannot be cut down by the District without the prior written consent of Seller.
6. Leases or Occupancy of Premises. Seller warrants that,to Seller's actual
knowledge,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 the District entered into by Seller,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. Authori . Seller has the full right,power and authority to enter into this
Agreement and to perform the transactions contemplated hereunder.
Purchase Agreement—Bargain Sale Page 5
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.
8. 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 carthmoving activities, cutting or
removing trees, shrubs,brush or other vegetation,and damaging or demolition of improvements
or structures on the Property.
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
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 actual knowledge, (a)the Property does not contain and has
not previously contained any Hazardous Waste or underground storage tanks, (b)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, has and(c)Seller has not undertaken,permitted,authorized or suffered any of the
foregoing;
(ii) To Seller's actual knowledge, Seller has not received any notice,and
Seller otherwise has no actual knowledge,that any private person,governmental authority or
administrative agency,or any employee or agent thereof,has determined or alleged or
commenced or threatened to commence any litigation or other proceedings,to determine that
there is a presence,release,threat of release or 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,
to Seller's actual knowledge,has Seller received any written communication from any such
person or governmental agency or authority concerning any such matters.
Purchase Agreement—Bargain Sale Page 6
(iii) For the purposes of this Agreement,the term"to Seller's actual knowledge"shall mean the
current,actual knowledge of the officers,directors and employees of Seller.
C. Indemnity. Seller shall indemnify,defend and hold harmless District from and
against and all claims, liabilities,losses,damages,and costs incurred or suffered by District,
including without limitation, attorney,engineering and other professional or expert fees,to the
extent arising from any breach of the warranties or representations contained herein.
10. Waiver of Relocation Benefits and Statutory Compensation. Seller and District
understand and agree that Seller may be entitled to receive certain relocation benefits and the fair
market value of the Property described in Exhibit"A",as provided for by the Federal Uniform
Relocation Assistance and Real Property Acquisition Act of 1970(Public Law 91-646),the
Uniform Relocation Act Amendments of 1987(Public Law 100-17,Title IV of the Surface
Transportation and Uniform Relocation Assistance Act of 1987 (101 Statutes,246-256)(42
U.S.C.4601 el seq.),and the California Relocation Assistance Act,Government Code Section
7260 et seq. Seller hereby waives any and all existing and/or future claims or rights Seller may
have to any relocation assistance,benefits,procedures,or policies as provided in said laws or
regulations adopted there under and to any other compensation,except as provided in this
Agreement. Seller has been advised as to the extent and availability of such benefits,procedures,
notice periods,and assistance,and freely and knowingly waives such claims,rights and notice
periods except as set forth in this Agreement, including the fair market value of said Property,
appraisals,etc.,as provided for by said Federal Law and any corresponding California
Government Code Sections.
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.
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.
Purchase Agreement—Bargain Sale Page 7
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:
Seller: Sempervirens Fund
419 S. San Antonio Road,#211
Los Altos,CA 94022
Attn: Reed Holderman,Executive Director
Telephone: 650-949-1453
Purchase Agreement—Bargain Sale Page 8
District: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos,CA 94022
Attn: Stephen E. Abhors,General Manager
Telephone: (650)691-1200
FAX: (650)691-0485
If sent by telegraph,facsimile copy or cable,a confirmed copy of such telegraphic,facsimile or
cabled notice shall promptly be sent by mail(in the manner provided above)to the addressee.
Service of any such communication made only by mail shall be deemed complete on the date of
actual delivery as indicated by the addressee's registry or certification receipt or at the expiration
of the third(3rd)business day after the date of mailing,whichever is earlier in time. Either party
hereto may from time to time,by notice in writing served upon the other 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.
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
Purchase Agreement—Bargain Sale Page 9
binding upon and inure to the benefit of the respective parties hereto and their respective heirs,
successors and permitted assigns.
M. Assignment. Except as expressly permitted herein,neither party to this
Agreement shall assign its rights or obligations under this Agreement to any third party without
the prior written approval of the other party.
N. Further Documents and Acts. Each of the parties hereto agrees to execute
and deliver such further documents and perform such other acts as may be reasonably necessary
or appropriate to consummate and carry into effect the transactions described and contemplated
under this Agreement.
O. Binding on Successors and Assigns. This Agreement and all of its terms,
conditions and covenants are intended to be fully effective and binding,to the extent permitted
by law, on the successors and permitted assigns of the parties hereto.
P. Broker's Commission. Neither Seller nor District shall 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. District agrees to and does hereby indemnify and hold Seller
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 District in connection with this
transaction.
Q. Captions. Captions are provided herein for convenience only and they
form no part of this Agreement and are not to serve as a basis for interpretation or construction of
this Agreement,nor as evidence of the intention of the parties hereto.
R. Pronoun References. In this Agreement, if it be appropriate, the use of the
singular shall include the plural, and the plural shall include the singular,and the use of any
gender shall include all other genders as appropriate.
S. Arbitration of Disputes. If a dispute arises out of or relates to this
Agreement or the performance or breach thereof,the parties agree first to participate in non-
binding mediation in order to resolve their dispute. If the parties are unable to resolve their
dispute through mediation,or if there is any remaining unresolved controversy or claim
subsequent to mediation,any remaining unresolved controversy or claim shall be settled by
binding arbitration. The parties shall jointly select one arbitrator who shall be a retired or former
judge of the Superior Court of California. The arbitration shall be conducted in accordance with
the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. including the right
of discovery. Hearings shall be held in San Mateo 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.
Purchase Agreement—Bargain Sale Page 10
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 ARBITRATION OF
DISPUTES PROVISI T NEUTRAL ARBITRAT ON.
SELLER INITIAL BUYER INITIAL
1.2. Acceptance. Provided that this Agreement is executed by Seller and delivered to
District on or before May 1,2012, District shall have until midnight June 30,2012
("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,and shall be retained by Seller as consideration for such
option.
Provided that this Agreement is accepted by District,this transaction shall close as soon
as practicable in accordance with the terms and conditions set forth herein.
HI
HI
//I
HI
HI
i
Purchase Agreement—Bargain Sale Page 11
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their
duly authorized officers to be effective as of the date of final execution by District in accordance
with the terms hereof.
DISTRICT: SELLER:
MIDPENINSULA REGIONAL OPEN SEMPERVIRENS FUND
SPACE DISTRICT
APPROVED AND ACCEPTED:
President, and Directors Reed Holderman,Executive Director
Al 3a I Z
Date Date
ATTEST:
District Clerk
Date: �` ,
ACCEPTED FOR RECOMMENDATION
A27—�7
Allen L.Ishibashi,Real Property Specialist
APPROVED AS TO FORM:
i
#I- a1+, eral Counsel
Sheryl Schaffne
RECOMMENDED FOR APPROVAL:
StepheryE. Abbors,General Manager
ORDER NO. : 0626020680-BC
EXHIBIT A
The land referred to is situated in the unincorporated area of the County of San Mateo, State of
California, and is described as follows:
Parcel One:
Commencing at the quarter section corner on the Northerly line of Section 24,Township 6
South, Range 5 West, Mount Diablo Base and Meridian and running thence along said Northerly
line of said Section 24 South 890 09' 50" East, 628.23 feet to an iron pipe monument; thence
South 890 02' 50"East, 255.27 feet to a 3/4 inch iron pipe monument, being distant on said
section line 206 feet, more or less, Westerly from the division line between the 61 1/2 acres
partitioned off to H. C. Tuchsen and the 52.80 acres partitioned off to J. B. Perry under that
certain Deed dated April 16, 1920, and recorded April 17, 1920, in Book 292 of Deeds,
at Page
111 and running thence South 80 02' East, 154 feet; thence South 120 36' East, 100 feet;
thence South 180 56' East, 100 feet; thence South 140 42' East 100 feet; thence South 260 39
East, 100 feet; thence South 660 13' East, 200 feet to an iron pipe monument in said division
line between said lands partitioned off to said H. C. Tuchsen and those partitioned off to said J.
B. Perry, being at the Northeasterly corner of that certain 19.85 acre tract conveyed to said H.
C. Tuchsen to one W. F. Block by Deed recorded January 29, 1924, in Book 104 of Official
Records, at Page 111; thence leaving said dividing line between said lands of H. C. Tuchsen and
J. B. Perry and running along the Northerly and Westerly line of said 19.85 acre tract the
following courses and distances: South 820 18' 30" West, 218.10 feet; North 870 03' 30"West,
104.91 feet to an iron pipe monument; South 260 10' 30" West, 152.87 feet to a 3/4 inch iron
pipe monument, South 000 50' WL-st, 144.39 feet, South 010 48' East, 133.53 feet; South 010
06' 30" East, 95.10 feet to a 3/4 inch iron pipe monument, South 580 22West, 181.03 feet,
South 440 09' West, 103.19 feet to a 3/4 inch iron pipe monument, South 110 59' West, 88.74
feet, South 100 57' 30" East, 11.41 feet; thence leaving said Westerly line of the 19.85 acre
tract South 830 13' West, 100.40 feet; thence South 880 42' West, 50.87 feet; thence South
010 18' East, 90.77 feet; thence South 450 33' East, 99.60 feet to the center of a traveled
roadway; thence along said traveled roadway as follows: South 460 30' West, 51.54 feet;
South 280 18' West, 64.09 feet, South 360 East, 66.96 feet, South 520 46' West, 48.60 feet;
South 850 26' West, 72.28 feet, South 730 52'West, 115.43 feet, South 530 12' West, 85.59
feet; North 580 35' West, 125.34 feet, North 690 40' West, 36.73 feet to the dividing line
between the East half and West half of said Section 24; thence leaving said traveled roadway
and running thence Northerly along said last mentioned dividing line 527.10 feet to the iron
pipe monument set at the Southeast corner of the North half of the Northwest quarter of said
Section 24; thence continuing along said line North 000 25' West, 612 feet to a 3/4 inch iron
pipe monument and 655.13 feet to said quarter section corner and place of commencement.
Being a portion of the Northeast quarter of said Section 24.
Parcel Two:
Together with a right of way over a strip of land 10 feet in width lying immediately
Northeasterly and 10 feet at right angles from the following described line, which said line will
be the Southwesterly boundary line of said right of way and is one of the courses above
Page 1 of 2
mentioned, as conveyed to Louis Lagomarsino by Deed recorded June 8, 1949 in Volume 1673,
Page 263, San Mateo County Records, to wit:
Beginning at a point in the center line of the traveled roadway last mentioned from which a 3/4-
inch iron pipe monument set at the Southeast corner of the North half of the Northwest quarter
of said Section 24 bears North 530 28' 50"West 572.35 feet distant; thence North 450 33' West
99.60 feet to end of said right of way.
Parcel Three:
And together with (as to land without the Parcel first described above), and subject to (as to
land within such Parcel first described above), a non-exclusive easement and right of way for
purposes of a private road over a strip of land thirty feet wide, as conveyed to Louis
Lagomarsino by Deed recorded June 8, 1949 in Volume 1673, Page 263, San Mateo County
Records,the center line of which is described as follows:
Commencing at a point on the Northerly line of Section 24,Township 6 South, Range 5 West,
M.D.B.&M., distant thereon North 890 02' 50"West 206 feet from the 3/4inch iron pipe
monument set at the Northerly end of the line dividing the lands of H. C. Tuchsen and I B.
Per above re-referred to, said point being at the Northwesterly corner of said Parcel of land
first described above, and running thence Southerly along the Westerly boundary of said Parcel
first described above to and 3/4inch iron pipe monument set at the Northerly corner of said
19.85 acre tract conveyed to said W. F. Block; thence leaving the boundary of said first
described Parcel and running along a road South 001 59' East 91.02 feet; South 400 38' East
95.84 feet; South 350 03' East 62.30 feet; South 620 03' East 64.30 feet; South 820 58' East
82.14 feet South 670 46' East 119.93 feet; South 820 19' East 149.71 feet; South 510 18' East
66.82 feet; North 880 32' East 62.80 feet; South 630 15' East 38.18 feet; South 430 19' East
72.10 feet; South 690 19' East 89.07 feet and South 790 41' East 31.64 feet to the W. W.
Durham County Road; thence continuing along the center line of said last mentioned County
road, South 510 East 104.94 feet; South 610 30' East 75.24 feet; South 530 East 102.30 feet;
South 770 East 174.24 feet; North 830 East 132.00 feet and South 860 East 122.10 feet to the
East line of said Section 24, at a point therein distant thereon 1304.82 feet from the Northeast
corner of said Section 24.
APN: 081-100-040
JPN: 81-10-100-4
Page 2 of 2
361 Lytton Avenue, Suite 100
OLD REPUBLIC Palo Alto, CA 94301
TITLE COMPANY (650) 321-0510 Fax: (650) 321-2973
PRELIMINARY REPORT
FIRST AMENDED REPORT
MIDPENINSULA REGIONAL OPEN SPACE DIS Our Order Number 0626020680-BC
330 DISTEL CIRCLE
LOS ALTOS, CA 94022 Customer Reference SEMPERVIRENS FUND, A
CALIFORNIA CORPORATION
When Replying Please Contact:
Buyer: MIDPENINSULA REGIONAL OPEN SPACE DIS Barbara Crowley
bcrowley@ortc.com
(650) 321-0510
Property Address:
Vacant Land known as APN: 081-100-040, , CA
[Unincorporated area of San Mateo County]
In response to the above referenced application for a policy of title insurance,OLD REPUBLIC TITLE COMPANY hereby reports
that it is prepared to issue,or cause to be issued,as of the date hereof,a Policy or Policies of Tide Insurance describing the land and
the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or
encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules,
Conditions and Stipulations of said policy forms.
The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in
Exhibit A attached.The policy to be issued may contain an arbitration clause.When the Amount of Insurance is less than that set forth
in the arbitration clause,all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive
remedy of the parties. Limitations on Covered Risks applicable to the Homeowner's Policy of Title Insurance which establish a
Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A.Copies of the Policy
forms should be read.They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this
report carefully.The exceptions and exclusions are meant to provide you with notice of matters which are not covered
under the terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of title and may
not list all liens,defects,and encumbrances affecting title to the land.
This report(and any supplements or amendments hereto)is issued solely for the purpose of facilitating the issuance of a policy of title
insurance and no liability is assumed hereby.If it is desired that liability be assumed prior to the issuance of a policy of title insurance,
a Binder or Commitment should be requested.
Dated as of January 18, 2012, at 7:30 AM
OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to, See Attached
Page I of 7 Pages
(IPT 11 SR-A(Pa M/n7/0A)
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626020680-BC
FIRST AMENDED REPORT
The form of policy of title insurance contemplated by this report is:
CLTA Standard Coverage Policy-1990; AND ALTA Loan Policy- 2006. A specific request
should be made if another form or additional coverage is desired.
The estate or interest in the land hereinafter described or referred or covered by this Report is:
Fee as to Parcel(s) One and an Easement as to Parcel(s)Two and Three
Title to said estate or interest at the date hereof is vested in:
Sempervirens Fund, a California corporation
The land referred to in this Report is situated in the unincorporated area of the County of San Mateo, State of California,
and is described as follows:
Parcel One:
Commencing at the quarter section corner on the Northerly line of Section 24,Township 6 South, Range 5
West, Mount Diablo Base and Meridian and running thence along said Northerly line of said Section 24 South
890 09' 50"East, 628.23 feet to an iron pipe monument; thence South 890 02' 50"East, 255.27 feet to a 3/4
inch iron pipe monument, being distant on said section line 206 feet, more or less, Westerly from the division
line between the 61 1/2 acres partitioned off to H. C. Tuchsen and the 52.80 acres partitioned off to 3. B.
Perry under that certain Deed dated April 16, 1920, and recorded April 17, 1920, in Book 292 of Deeds, at
Page Ill and running thence South 80 02' East, 154 feet; thence South 120 36' East, 100 feet; thence South
180 56' East, 100 feet; thence South 140 42' East 100 feet; thence South 260 39' East, 100 feet; thence South
660 13' East, 200 feet to an iron pipe monument in said division line between said lands partitioned off to said
H. C. Tuchsen and those partitioned off to said J. B. Perry, being at the Northeasterly corner of that certain
19.85 acre tract conveyed to said H. C. Tuchsen to one W. F. Block by Deed recorded January 29, 1924, in
Book 104 of Official Records,at Page 111; thence leaving said dividing line between said lands of H. C.
Tuchsen and 3. B. Perry and running along the Northerly and Westerly line of said 19.85 acre tract the
following courses and distances: South 820 18' 30" West, 218.10 feet; North 870 03' 30"West, 104.91 feet to
an iron pipe monument; South 260 10' 30"West, 152.87 feet to a 3/4 inch iron pipe monument, South 000 50'
West, 144.39 feet, South 010 48' East, 133.53 feet; South 010 06' 30" East, 95.10 feet to a 3/4 inch iron pipe
monument, South 580 22' West, 181.03 feet, South 440 09' West, 103.19 feet to a 3/4 inch iron pipe
monument, South 110 59' West, 88.74 feet, South 100 5730" East, 11.41 feet; thence leaving said Westerly
line of the 19.85 acre tract South 830 13' West, 100.40 feet; thence South 880 42' West, 50.87 feet; thence
South 010 18' East, 90.77 feet; thence South 450 33' East, 99.60 feet to the center of a traveled roadway;
thence along said traveled roadway as follows: South 460 30' West, 51.54 feet; South 280 18' West, 64.09
feet, South 360 East, 66.96 feet, South 520 46' West, 48.60 feet; South 850 26' West, 72.28 feet, South 730
52' West, 115.43 feet, South 530 12' West, 85.59 feet; North 580 35' West, 125.34 feet, North 690 40' West,
36.73 feet to the dividing line between the East half and West half of said Section 24; thence leaving said
traveled roadway and running thence Northerly along said last mentioned dividing line 527.10 feet to the iron
pipe monument set at the Southeast corner of the North half of the Northwest quarter of said Section 24;
thence continuing along said line North 000 25' West, 612 feet to a 3/4 inch iron pipe monument and 655.13
feet to said quarter section corner and place of commencement.
Being a portion of the Northeast quarter of said Section 24.
Page 2 of 7 Pages
nPT I I SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626020680-BC
FIRST AMENDED REPORT
Parcel Two:
Together with a right of way over a strip of land 10 feet in width lying immediately Northeasterly and 10 feet
at right angles from the following described line, which said line will be the Southwesterly boundary line of
said right of way and is one of the courses above mentioned, as conveyed to Louis Lagomarsino by Deed
recorded June 8, 1949 in Volume 1673, Page 263, San Mateo County Records, to wit:
Beginning at a point in the center line of the traveled roadway last mentioned from which a 3/4-inch iron pipe
monument set at the Southeast corner of the North half of the Northwest quarter of said Section 24 bears
North 530 28' 50"West 572.35 feet distant; thence North 450 33' West 99.60 feet to end of said right of way.
Parcel Three:
And together with (as to land without the Parcel first described above), and subject to (as to land within such
Parcel first described above), a non-exclusive easement and right of way for purposes of a private road over a
strip of land thirty feet wide, as conveyed to Louis Lagomarsino by Deed recorded June 8, 1949 in Volume
1673, Page 263, San Mateo County Records, the centerline of which is described as follows:
Commencing at a point on the Northerly line of Section 24,Township 6 South, Range 5 West, M.D.B.&M.,
distant thereon North 890 02' 50"West 206 feet from the 3/4-inch iron pipe monument set at the Northerly
end of the line dividing the lands of H. C. Tuchsen and J. B. Perry above re-referred to, said point being at the
Northwesterly corner of said Parcel of land first described above, and running thence Southerly along the
Westerly boundary of said Parcel first described above to and 3/4-inch iron pipe monument set at the
Northerly corner of said 19.85 acre tract conveyed to said W. F. Block; thence leaving the boundary of said
first described Parcel and running along a road South 000 59' East 91.02 feet; South 400 38' East 95.84 feet;
South 350 03' East 62.30 feet; South 620 03' East 64.30 feet; South 820 58' East 82.14 feet South 670 46' East
119.93 feet; South 820 19' East 149.71 feet; South 510 18' East 66.82 feet; North 880 32' East 62.80 feet;
South 630 15' East 38.18 feet; South 430 19' East 72.10 feet; South 690 19' East 89.07 feet and South 790 41'
East 31.64 feet to the W. W. Durham County Road; thence continuing along the center line of said last
mentioned County road, South 510 East 104.94 feet; South 610 30' East 75.24 feet; South 530 East 102.30
feet; South 770 East 174.24 feet; North 830 East 132.00 feet and South 860 East 122.10 feet to the East line
of said Section 24, at a point therein distant thereon 1304.82 feet from the Northeast corner of said Section
24.
APN: 081-100-040
JPNI: 81-10-100-4
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows:
1. Taxes and assessments, general and special, for the fiscal year 2012- 2013, a lien, but not
yet due or payable.
Page 3 of 7 Pages
OPT'11 rq-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626020680-BC
FIRST AMENDED REPORT
2. Taxes and assessments, general and special, for the fiscal year 2011 - 2012, as follows:
Assessor's Parcel No 081-100-040
Code No. 87-029
1st Installment $4.28 Marked Paid
2nd Installment $4.28 Marked Paid
Land Value $4,856.00
3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et
seq., of the Revenue and Taxation Code of the State of California.
4. Rights of the public, County and/or City, in and to that portion of said land lying within the
lines of Native Sons of the Golden West Park Road, Waterfall Road, Cabin Road, together
with any private rights..
5. Easement for roads as set out in the following Deeds:-
From H. C. Tuchsen
And : J. B. Perry j
Dated April 16, 1920
Recorded April 17, 1920, in Book 292 of Deeds, Page 111
From H. C. Tuchsen and Katie A. Tuchsen, his wife
To W. F. Block
Dated January 25, 1924
Recorded January 29, 1924, in Book 104 of Official Records, Page 111
Upon the terms and coalitions contained therein.
The present ownership of said easement and other matters affecting the interests
thereto, if any, are not shown herein.
6. Water or water rights as agreed in the instrument,
Entitled Partition Deed
By and Between H. C. Tuchsen and J. B. Perry
Recorded April 17, 1920 in Book 292 of Deeds, Page 111
Page 4 of 7Pages
MT 31 Sft-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626020680-BC
SECOND AMENDED REPORT
And as also reserved by Max A. Elftman in Deed
Recorded June 8, 1949, in Book 1673 of Official Records, Page 263
No insurance is given as to the effect of the above.
7. An easement affecting that portion of said land and for the purposes stated herein and
incidental purposes ur provided in the following
P Po as P 9
Instrument Deed
Reserved BY Max A. Elftman
For Road purposes
Recorded June 8, 1949 in Book 1673 of Official Records, Page 263
Affects Portions of said property
Upon the terms and conditions contained therein.
The present ownership of said easement and other matters affecting the interests
thereto, if any, are not shown herein.
I
-------------------- Informational Notes-------------------
A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears
to be section(s) 1.1 and 2.1.
P f 7 Pages a e 5 o
nPT 31 SR-R I
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626020680-BC
FIRST AMENDED REPORT
B. The above numbered report (including any supplements or amendments thereto) is hereby
modified and/or supplemented to reflect the following additional items relating to the
issuance of an American Land Title Association loan form policy:
NONE
NOTE: Our investigation has been completed and there is located on said land vacant land
known as Vacant Land known as APN: 081-100-040, CA.
The ALTA loan policy, when issued, will contain the CLTA 100 Endorsement and 116 series
Endorsement.
Unless shown elsewhere in the body of this report, there appear of record no transfers or
agreements to transfer the land described herein within the last three years prior to the date
hereof, except as follows:
Grant Deed executed by Jessie Marie Shields, as Trustee of the Shields Family Revocable
Trust established November 2, 2006, Mary Elizabeth Minton, a married woman, as her sole
and separate property and Louanne Rose Lagomarsino, an unmarried woman to
Sempervirens Fund, a California corporation recorded September 21, 2010 in Official Records
under Recorder's Serial Number 2010-108380.
O.N.
If you anticipate having funds wired to Old Republic Title Company, our wiring information is
as follows: Comerica Bank, 275 Battery Street, San Francisco CA 94111, credit to the
account of: Old Republic Title Company Account Number 1892529%5, ABA Number
121137522.
When instructing the financial institution to wire funds, it is very important that you
reference Old Republic Title's Escrow Number 0626020680.
Note: Automated Clearing House (ACH)transfers are not accepted in lieu of wired funds,
except when received from a governmental agency.
Funds deposited directly into an account of Old Republic Title Company at a Comerica Bank
branch are subject to verification and may cause a delay in closing.
Should you have any questions in this regard, please contact your Escrow or Title Officer
immediately.
Page 6 of 7 Pages
nPT't 1 SR-R
OLD REPUBLIC TITLE COMPANY
ORDER NO. 0626020680-BC
FIRST AMENDED REPORT
Page 7 of 7 Pages
OPT 115R-R
Exhibit A
CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY-1990
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or
expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating(i)the occupancy, use,or enjoyment of the land; (ii)the character, dimensions or location of any
improvement now or hereafter erected on the land; (iii)a separation in ownership or a change in the dimensions or area of the land or any
parcel of which the land is or was a part; or {iv) environmental protection, or the effect of any violation of these laws, ordinances or
governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect, lien,or encumbrance resulting
from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.-
(b) Any governmental police power not excluded by(a) above, except to the extent that a notice of the exercise thereof or notice of a
defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of
Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from
i
coverage any taking which has occurred prior to Date of Polity which would be binding on the rights of a purchaser for value without knowledge.
3. Defects,liens,encumbrances,adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant;
(b) not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in
writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy;.
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy;or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for
the estate or interest insured by this policy.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Polity,or the inability or failure of
any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land Is situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured
mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the
interest of the insured lender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws.
EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART I
This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of:
1. Taxes or assessments Which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the public records.
Proceedings by a public agency which may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of
such agency or by the public records.
2. Any facts, rights, interests, or claims Which are not shown by the public records but which could be ascertained by an inspection of the land
which may be asserted by persons in possession thereof,
3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records.
4. Discrepancies,conflicts in boundary lines, shortage in area,encroachments,or any other facts which a correct survey would disclose, and which
are not shown by the public records.
5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights,claims or title
to water,whether or not the matters excepted under(a),(b)or(c)are shown by the public records.
6. Any lien or right to a lien for services,labor or material not shown by the public records.
Page 1 of 2
Exhibit A
AMERICAN LAND TITLE ASSOCIATION
LOAN POLICY OF TITLE INSURANCE-2006
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or
expenses that arise by reason of:
1. (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or
relating to
(i) the occupancy,use,or enjoyment of the Land;
(ii) the character,dimensions,or location of any improvement erected on the Land;
(iii) the subdivision of land;or
(iv) environmental protection;or the effect of any violation of these laws,ordinances,or governmental regulations. This Exclusion
1(a)does not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects,liens,encumbrances,adverse claims,or other matters
(a) created,suffered,assumed,or agreed to by the Insured Claimant;
(b) not Known to the Company,not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in
writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11, 13,
or 14);or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws
of the state where the Land is situated.
5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured
Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.
6. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the lien
of the Insured Mortgage,is
(a) a fraudulent conveyance or fraudulent transfer,or
(b) a preferential transfer for any reason not stated in Covered Risk 13(b)of this policy.
7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and
the date of recording of the Insured Mortgage in the Public Records.This Exclusion does not modify or limit the coverage provided under Covered
Risk 11(b).
EXCEPTIONS FROM COVERAGE—SCHEDULE B,PART 1,SECTION ONE
This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)that arise by reason of:
1. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the Public Records; (b)proceedings by a public agency that may result in taxes or assessments,or notices of such proceedings,
whether or not shown by the records of such agency or by the Public Records.
2. Any facts,rights,interests,or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that
may be asserted by persons in possession of the Land.
3. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records.
4. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and
complete land survey of the Land and not shown by the Public Records.
5. (a)Unpatented mining claims; (b)reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)water rights,claims or title
to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records.
6. Any lien or right to a lien for services, labor or material not shown by the public records.
Page 2 of 2
I
Old Republic Title Company
Privacy Policy Notice
PURPOSE OF THIS NOTICE
Title V of the Gramm-Leach-Bliley Act(GLBA)generally prohibits any financial institution, directly or
through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third
party unless the institution provides you with a notice of its privacy policies and practices, such as the
type of information that it collects about you and the categories of persons or entities to whom it may
be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies
you of the privacy policies and practices of Old Republic Title Company
We may collect nonpublic personal information about you from the following sources:
Information we receive from you such as on applications or other forms.
Information about your transactions we secure from our files, or from [our affiliates or] others.
Information we receive from a consumer reporting agency.
Information that we receive from others involved in your transaction, such as the real estate
agent or lender.
Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic
personal information will be collected about you.
We may disclose any of the above information that we collect about our customers or former
customers to our affiliates or to nonaffiliated third parties as permitted by law.
We also may disclose this information about our customers or former customers to the following
types of nonaffiliated companies that perform marketing services on our behalf or with whom we
have joint marketing agreements:
Financial service providers such as companies engaged in banking, consumer finance,
securities and insurance.
Non-financial companies such as envelope stuffers and other fulfillment service
providers.
WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR
ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW.
We restrict access to nonpublic personal information about you to those employees who need to
know that information in order to provide products or services to you. We maintain physical,
electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic
personal information.
ORT 287-C 5/07/01
Disclosure to Consumer of Available Discounts
Section 2355.3 in Title 10 of the California Code of Regulation necessitates that Old Republic Title
Company provide a disclosure of each discount available under the rates that it, or its underwriter Old
Republic National Title Insurance Company, have filed with the California Department of Insurance
that are applicable to transactions involving property improved with a one to four family residential
dwelling.
You may be entitled to a discount under Old Republic Title Company's escrow charges if you are an
employee or retired employee of Old Republic Title Company including its subsidiary or affiliated
companies or you are a member in the California Public Employees Retirement System "CalPERS"or
the California State Teachers Retirement System "CaISTRS" and you are selling or purchasing your
principal residence.
If you are an employee or retired employee of Old Republic National Title Insurance Company, or it's
subsidiary or affiliated companies, you may be entitled to a discounted title policy premium.
Please ask your escrow or title officer for the terms and conditions that apply to these discounts.
A complete copy of the Schedule of Escrow Fees and Service Fees for Old Republic Title Company and
the Schedule of Fees and Charges for Old Republic National Title Insurance Company are available for
your inspection at any Old Republic Title Company office.
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I? ASSESSOR'S MAP COONTr OF SAN 4ATEO, CALIF- - C.480 LO LIVIFIEO SChWL DISTRICT
NOTICE...This is neither a plat nor a survey,it is
furnished merely as a convenience to aid you in
locating the land indicated hereon with reference
to streets and other land.No liability is assumed
by reason of any reliance hereon.
EXHIBIT B
i
Lagomarsino Tribute Map Old Growth Trees
In Tribute Area
_ 0
j081100050
s
•
8110006 •
Sempervirens-Lagomarsino Property
APN: 081100040
30.78 Acres Total
081100080
Access Easement
Dry Season Driving \
081100160
08 20
081100010
081100030 GOV
NS OF
O
081100020 081100170
_ � 7Y/tiq y3s
co
Legend 081100110 \
/ El Corte de Madera
• a Gate 081100100
------ Skid `\
----- Dirt Road N
Road W ��E 081100250
,� 0 0.05 0.1 0.2 mi
Dedicated Tree Area S
i I i
Sources: ESRI, CPAD, Santa Cruz County, Sempervirens Fund Date: 3/12/2012
San Mateo County, Sempervirens Fund
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