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HomeMy Public PortalAboutResolution - 23-07- 20230412 - South Cowell PurchaseRESOLUTION 23-07 RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ACCEPTING THE PURCHASE AND SALE AGREEMENT, AUTHORIZING GENERAL MANAGER OR OTHER APPROPRIATE OFFICER TO EXECUTE CERTIFICATES OF ACCEPTANCE FOR GRANTS TO DISTRICT AND GRANTS FOR THE FUTURE TRANSFER OF PARCELS TO THE MARSH TRUST, EXECUTING AND ACCEPTING A PUBLIC TRAIL EASEMENT, AND EXECUTING ATTACHMENTS TO THE AGREEMENT AND ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSE THE PURISIMA CREEK REDWOODS OPEN SPACE PRESERVE - LANDS OF PENINSULA OPEN SPACE TRUST TRANSACTION WHEREAS, the Board of Directors ("Board") approves the Midpeninsula Regional Open Space District's ("District") purchase of a partial interest in the South Cowell Property ("Property") as set forth in the report, attached hereto and incorporated herein by this reference; and WHEREAS, as part of the transaction, the District and Marsh Trust have agreed to complete a land division to create a 375.45 -acre Upland parcel (includes the 3.45 -acre Residential Property) to be owned in fee by the District and a 236 -acre farm property retained by the Marsh Trust, and accordingly the Board wishes to authorize the appropriate District officer to grant the District's interests in the non -Upland parcels to the Marsh Trust. Now, therefore, the Board of Directors of Midpeninsula Regional Open Space District does hereby 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 and Sale Agreement between Peninsula Open Space Trust (POST) and the District, a copy of which purchase agreement is attached hereto and by reference made a part hereof, and authorizes the President of the Board of Directors, General Manager, or other appropriate officer to execute the Agreement and all related transactional documents (including amendments to the tenancy -in -common agreement, water allocation agreement and assignment of caretaker agreement) on behalf of the District to acquire the real property described therein ("the POST South Cowell Ranch Property"). SECTION TWO. The Board authorizes the expenditure of $1,251,000.00 covering the purchase of the South Cowell Ranch Property, including an option deposit of $10,000.00. SECTION THREE. The General Manager or President of the Board of Directors and/or other appropriate officer is authorized to execute a Grant Deed for the future transfer of parcels to the Marsh Trust after the land division is complete and to execute and accept a public trail easement over the farm portion of the property. SECTION FOUR. The General Manager, President of the Board of Directors, or other appropriate officer is authorized to execute Certificates of Acceptance and the Grant Deeds on behalf of the District. Resolutions/2023/23-07 SouthCowellPurchase 1 SECTION FIVE. The General Manager or the General Manager's designee is authorized to provide notice of acceptance to the seller, execute all escrow documents and to extend escrow if necessary. SECTION SIX. The General Manager or the General Manger's designee is authorized to expend up to $50,000.00 to cover the cost of title insurance, escrow fees, land division, survey and miscellaneous costs related to this transaction SECTION SEVEN. 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. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on April 12, 2023, at a regular meeting thereof, by the following vote: AYES: CYR, GLEASON, HOLMAN, KERSTEEN-TUCKER, KISHIMOTO, MACNIVEN, RIFFLE NOES: NONE ABSTAIN: NONE ABSENT: NONE ATTEST: Craig Gleason, Secretary Board of Directors APPROVED AS TO FORM: Hilary Stevenson, General Counsel APPROVED: ko Kishimoto, President d of Directors I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly held and called on the above day. a Soria, District Clerk Resolutionsi2023/23-07_SouthCowellPurchase 2