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HomeMy Public PortalAboutResolution - 86-56- 19860924 - Lands of the JesuitsRESOLUTION NO. 86-56 RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF AGREEMENT TO PUR- CHASE REAL PROPERTY, AUTHORIZING 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 THE CALIFORNIA PROVINCE OF.THE_SOCIETY OF -'JESUS) The Board of Directors of the Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of the Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Agrc:timent to Purchase Real Property between The California Province of the Society of Jesus, a California Corpora- tion and the Midpeninsula Regional Open Space District, a copy of which is attached hereto and by reference made a part hereof, and authorizes the President or appropriate officers to execute the Agreement on behalf of the District. Section Two. The President of the Board of Directors or other appropriate officer is authorized to execute a Certificate of Acceptance to any deed(s) granting title to said property. Section Three. The General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager further is authorized to execute any anti all other documents in escrow necessary or appropriate to the closing of the transaction. Section Four. The General Manager of the District is authorized to expend up to $5000 to cover the cost of title insur- ance, escrow fees, and other miscellaneous costs related to this transaction. Section Five. The sum of $320,000 is hereby ordered to be withdrawn from the Midpeninsula Regional Open Space District 1986 Promissory Note Fund for this purchase. * * * * * * * * * * * * * * RESOLUTION NO. 86-56 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on September 24 ,1986 at a regular meeting thereof, by the following vote: AYES: Katherine Duffy, Daniel Wendin, Edward Shelley, Nonette Hanko, Harry Turner, and Richard Bishop. NOES: None. ABSTAIN: None. ABSENT: Ernestine Henshaw. ATTEST: APPROVED: Secretary, Board of"Directors President, Board of Directors I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly held and called on the above date. 1/?. -1-`ceaeze District Clerk AGREEMENT TO PURCHASE REAL PROPERTY This Agreement is made and entered into by and between THE CALIFORNIA PROVINCE OF THE SOCIETY OF JESUS, a California Corporation (herein- after "Seller"), and 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 "District"). RECITALS WHEREAS, Seller is the owner of certain real property ("the Property") containing approximately 160 acres and located in the County of Santa Clara, State of California; being more particularly described in the property description attached to the Preliminary Title Report Number 1-6918, dated January 18, 1980 from First American Title Guaranty Company, said Report being attached hereto as Exhibit "A" and incor- porated herein by this reference; and WHEREAS, District was organized as a public agency to acquire real and personal property for public park, recreation, conservation and open space purposes in the San Francisco Midpeninsula area; and WHEREAS, the Property has natural beauty, open space and recreational value currently of interest to District; and WHEREAS, Seller desires to sell and District desires to purchase the Property for the consideration and on the terms and conditions here- inafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows: Agreement to Purchase Real Property Page 2 1. Purchase and Sale. Seller does hereby agree to sell to District and District hereby agrees,to purchase from Seller the P=ooerty upon the terms and conditions hereinafter set forth. 2. Purchase Price. The total purchase price ("Purchase Price") for the Property shall be Three Hundred Twenty Thousand and No/100 Dollars ($320,000.00), 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 9 herein, an escrow shall be opened at First American Title Guaranty Company, 329 South San Antonio Rd., #6, Los Altoo, C=_ 94022, (415) 941-3220 or other title company acceptable to District (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 s::cz additional supplementary or customary escrow instructions as to Escrow Holder may reasonably require. This Agreement may be a -ended or supplemented by explicit additional escrow instructions signed by the parties, but the printed portion of such escrow instruc- tions shall not supersede any inconsistent provisions contained herein. Escrow Holder is hereby appointed and instructed to deliver, p::rsuant to the terms of this Agreement, the documents and monies to be deposited into the escrow as herein provided, with the fol- lowing 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 the expiration of thirty (30) days following execution of this Agreement by both Seller and District; provided, however, that the parties may, by written agreement, extend the time for Closing. The term "Closing" as used herein shall be deemed to be the date when Escrow Holder causes the Grant Deed (as defined below) to be recorded in the Office of the County Recorder of Santa Clara County. Agreeemnt to Purchase Real Property Page 3 (b) Seller and District shall, during the escrow period, execute any and all documents and perform any and all acts reason- ably 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 the form attached hereto as Exhibit "B" and incorporated herein by this reference, 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 navabie to Escrow Holder in the amount of Three Hundred Twenty Thousand and No/100 Dollars ($320,000.00). (e) District shall pay for the escrow fees, the ALTA 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 First American Title Guaranty Company, 329 South San Antonio Rd., #8, Los Altos, CA 94022, or other title company acceptable to District, to be prepared and committed to deliver to District standard coverage ALTA Standard Policy of Title Insurance, dated as of the Closing, insuring District in the amount of $320,000 for the Property showing title to the Property vested in fee simple in District, subject only to: (i) current real property taxes; Agreement to Purchase Real Property Page 4 (ii) the listed exception number 1 set forth in said Preliminary Title Report attached hereto as Exhibit "A"; (iii) those additional title exceptions as may be acceptable to District. In the event District disapproves of any additional title exceptions and Seller is unable to remove any District disapproved exceptions before the time set forth for the Closing, District shall have the right either: (i) to terminate the escrow provided for herein (after giving written notice to Seller of such disapproved exceptions and affording Seller at least twenty (20) days to remove such exceptions) and then Escrow Holder and Seller shall, upon District's direction, return to the parties depositing the same, all monies and documents theretofore delivered to Escrow Holder or; (ii) to close the escrow and consum- mate the purchase of the Property. (g) Escrow Holder shall, when all required funds and instru- ments have been deposited into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the County Recorder of Santa Clara County. Upon Closing, Escrow Holder shall cause to be delivered t the to District the oricinal of the policy of title insurance required herein, and to Seller Escrow Holder's check for the full purchase price of the e 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 desposited 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 cancelled for any reason, all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. Upon any y Agreement to Purchase Real Property Page 5 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 termina- tion or failure to close escrow. 5. Leases or Occupancy of Premises. Seller warrants that there exist no oral or written leases or rental agreements affecting all or any portion of the subject property. Seller further warrants and agrees to hold District free and harmless and to reimburse Dis- trict for any and all costs, liability, loss, damage or expense, including costs for legal services, occasioned by reason of any such lease or rental agreement of the property being acquired by District, including but not limited to claims for relocation benefits and/or payments pursuant to California Government Code Section 7260 et seq. Seller understands and agrees that the provisions of this paragraph shall survive the close of escrow and the recordation of any Grant Deed(s). 6. Seller's Representations and Warranties. For the purpose of consummating the sale and purchase of the Property in accordance herewith, Seller represents and warrants to District that as of the date this Agreement is fully executed and as of the date of Closing: 6.01 Authority. Seller has the full right, power and authority to enter into this Agreement and to perform the transactions contemplated hereunder. 6.02 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 Agreement to Purchase Real Property Page 6 -� g Seller and are legal, valid and binding obligations of Seller suf- ficient to convey to District the Property described =herein, and are enforceable in accordance with their respective =errr.s 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, 1:yla.as or corporate resolutions of Seller. 6.03 Good Title. Seller has and at the Closing date shall have good, marketable and indefeasible fee simple title to the Prop- er -:_y, 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 urclase rights or any other right, title or interest held by any third party except for the exceptions permitted under the express te=rns hereof, and Seller shall forever indemnify and defend District frcrn and against any claims made by any third party which are based u?cn any inaccuracy in the foregoing representations. 7, Miscellaneous Provisions. 7.01 Choice of Law. The internal laws of the State of Cali- fornia, 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. 7.02 Attorneys' Fees. If either party hereto incurs any expense, including reasonable attorneys' fees, in connection with any action or proceeding 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 o:er party reasonable expenses and attorneys' fees in the amount determined by the Court, whether or not such action or proceeding games to final judgment. In the event of a settlement or final judg- _..___ in which neither party is awarded all of the relief prayed for, the prevailing party as determined by the Court shall be entitled to recover from the other party reasonable expenses and attorneys' fees. Agreement to Purchase Real Property Page 7 7.03 Amendment and Waiver. The parties hereto may by mutual written agreement amend this Agreement in any respect. Any party hereto may: (i) extend the time for the performance of any of the obligations of the other partyl (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 con- tained 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 obliga- tions under this Agreement. Any agreement on the part of any party for any such amendment, extension or waiver must be in writing. 7.04 Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumula- tive 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 par- tial 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. 7.05 Notices. All notices, consents, waivers or demands of any kind which either party to this Agreement may be required or may desire to serve on the other party in connection with this Agreement shall be in writing and may be delivered by personal service or sent by telegraph or cable or sent by registered or certified mail, return receipt requested, with postage thereon fully prepaid. All such com- munications shall be addressed as follows: Seller: California Province of the Society of Jesus Jesuit Provincial Residence 300 College Avenue P.O. Box 519 Los Gatos, CA 95031 (408) 354-6143 Attn: Reverend John M. Martin, S.J. Treasurer Copy To: William J. Turner, Esq. Turner & Mulcare 1510 West Cape Drive, Suite 307 San Mateo, CA 94404 Agreement to Purchase Real Property Page 8 District: Midpeninsula Regional Open Space District Old Mill Office Center • Building C, Suite 135 201 San Antonio Circle' Mountain View, CA 94040 Attn: Herbert Grench, General Manager (415) 949-5500 Copy To: Stanley R. Norton, Esq.. 407 Sherman Avenue Palo Alto, CA 94306 (415) 324-1366 If sent by telegraph or cable, a confirmed copy of such telegraphic or cabled notice shall promptly be sent by mail (in the manner pro- vided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual deliv- ery as shown by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the mailing, whichever is earlier in time. Either party hereto time to time, by notice in writing served upon the other as designate a different mailing address or a different person date of may from aforesaid, 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 appro- priate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. 7.06 Disclaimer of Representations. District and Seller agree that, except as otherwise specifically provided herein, neither Seller, nor any of its employees, representatives, or agents has made any representations, warranties or agreements as to any matters con- cerning the Property which are not contained in this Agreement, including, without limiting the generality of the foregoing, the con- dition of the improvements thereon, or the fitness of the Property or such improvements for any use intended by District. A eement to Purchase Real Property Page 9 7.07 Severability. If any of the provisions of this Agree men-: are held to be void or unenforceable by or as a result of a deter- mination of any court of competent jurisdiction, the decision of which is binding upon the parties, the parties agree that such determination sail not result in the nullity or unenforceability of the remaining per7.ions of this Agreement. The parties further agree to replace such Jcid or unenforceable provisions which will achieve, to the extent pcssible, the economic, business and other purposes of the void or unenforceable provisions. 7.08 Counterparts. This Agreement may be executed in sepa- rate 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. 7.09 Waiver. No waiver of any term, provision or condi- tion of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed ag, a fur- ther or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. 7.10 Entire Agreement. This Agreement is intended by the parties to be the final expression of their agreement; it embodies to entire agreement and understanding between the parties hereto; i= constitutes a complete and exclusive statement of the terms and ccnzitions thereof, and it supersedes any and all prior correspond- ence, conversations, negotiations, agreements or understandings relating to the same subject matter. 7.11 Time of Essence. Time is of the essence of each pro- vision of this Agreement in which time is an element. Agreement to Purchase Real Property Page 10 7.12 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 oarties hereto and their respective heirs, successors and permitted assigns. 7.13 Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obliga- tions under this Agreement to any third party without the prior written approval of the other party. 7.14 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 appro- priate to consummate and carry into effect the transactions described and contemplated under this Agreement. 7.15 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. 7.16 Captions. Captions are provided herein for con- venience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this Agree- ment, nor as evidence of the intention of the parties hereto. 7.17 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. Agreement to Purchase Real Property Page 11 7.18 Broker's Commission. Each party agrees to and does hereh1 indemnify and hold the other harmless from and against any 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 ccnduct of the indemnifying party in connection with this transaction. 3. Acceptance. Provided that this Agreement is executed by Seller and delivered to District on or before September 16, 1986, Dis=rict shall have until October 9, 1986 to accept and execute :his Agreement and during said period this instrument shall consti -.tte an irrevocable offer by Seller to sell and convey the Property 7:.c District for the consideration and under the terms and conditions ;:rein set forth. As consideration for the tender of said offer D_s=rict has paid and Seller acknowledges receipt of the sum of Ten and No/100 Dollars ($10.00) . Provided that this Agreement is accepted by District, this -zra-isaction shall close as soon as practicable in accordance with 7.he terms and conditions set forth herein. Agreement to Purchase Real Property Page 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date sub- scribed hereinbelow. DISTRICT: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT SELLER: THE CALIFORNIA PROVINCE OF THE SOCIETY OF JESUS, a California Corporation APPROVED AS TO FORM: By: nitekIrton, District Counsel ACCEPT .! ` OR RECOMMENDATION: L. C - ' ritton Land Acquisition Manager APPROVED AND ACCEPTED: President, Board of Directors ATTEST: Date: Jo1,ri/ M. Martin, .J., Tr surer Date: 10,7,4 • c‘i"C A MR fC 4 ike First American Title Guaranty Company . MAIN OFFICE 675 North First St. San Joss. Calif. Phone 2864353 • PRELIMINARY REPORT • issued for Sole Use of • • PALO ALTO 0 550 Hamilton Ave. Palo Alto. Calif. Phone 326-5050 SUNNYVALE O 1055 Sunnyvale - Saratoga Rd. Sunnyvale, Calif.. Phone 245-9661 LOS ALTOS O 445 S. San Antonio Rd. Los Altos. Calif. Phone 941-3320 :UPERTINO 0 10370 So. De Anza Blvd. Cupertino. Calif. Phone 252-7000 CAMPBELL O 2020 South Bascom Ave. Campbell. Calif. Phone 377-2992 SARATOGA 0 14440 Big Basin Way Saratoga. Calif. Phone 867-0567 Mid Peninsula Regional Park District 375 Distel Circle, Suite D-1 Los Altos, CA 94022 Attention: Pat Starrett WEST VALLEY Cr 4125 Blackford Ave Suite 100 San Jose, California Phone No. 249-9611 BLOSSOM HILL O 495 Blossom Hill Rd. San Jose, Calif. Phone 227-5111 Your No. Our Order No. 1-6918 Form of Policy Coverage Requested: In response to the above referenced application for a policy of title insurance, this Company hereby reports that 1: is prepared to issue, or cause to be issued, as of the date hereof, a Policy of Title Insurance in the form specified above, 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 Stipu'at:ons of said policy form. This rep or. (andany supplements or amendments thereto) 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 assured prior to the issuance of a policy of title insurance, a Binder of Commitment should be requested. Da:ec as of January 18, 1980 at 7:30 a.m. JE NNE PRESLEY ESCROW OFFICER LO I S R . 3URRIS TITLE OFFICER Title to said estate or interest at the date hereof is vested in: THE C .LI * ORNIA PROVINCE OF THE SOCIETY OF JESUS, a California corporation The estate or interest in the land hereinafter described or referred to covered by this Report is: _EE At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy form would be as follows: SEE NEXT PAGE ATTACHED. EXHIBIT Pad of 1-6918 Page 2 A. Second Installment of taxes for the fiscal year 1979-80, Amount $136.05, A.P. 558-33-004, Code Area 80-060. Taxes for the fiscal year 1978-1979 which may be reassessed by reason of: a) Improvements added subsequent to 3/1/75 b) Changes in ownership occurring subsequent to 3/1/75 c) Reappraisal of property values as of 3/1/75. 1. Lack of record access to any public street or highway. 2. Any unrecorded leases which may be disclosed by an inspection of the premises. NOTE: (A) The only conveyances affecting said land recorded within six months prior to the date of this report are as follows: NONE. LEGAL DESCRIPTION: Real property situated in the County of Santa Clara, State of California, described as follows: The Northeast Quarter of Section Thirty-five (35), Township Eight (8) South, Range One (1) West, M.D.M. containing One Hundred and Sixty (160) acres. LENDERS SUPPLEMENTAL REPORT: Any facts, rights, easements, interest or claims which are not shown by the public records but which could be ascertained by making inquiry of persons in possession of said land and disclosed by a physical inspection thereof. EXHIBIT 'age of • :AL1FOP.N1A 5371 2.6 25 BOG »C 558 PAGE 33 3 16C 1 4;; 4. PARCEL 5 TWP BS -R1W • L 562 I •S.s r:Sao nil teen c '-' . L"3 c, the Ass=:,:.r s Serge Clare Covrty Cate of recoro as c4 • of march, !471 T•nis mar: ►•as been "-ode c7r": wafts Sacra, 827 of '-e ziever:ve a^d 7as s?:On C. is used fpr tend •de++• s;;,.sNon it she asssiarew ! of rtea above date D , G' -1T i.. MATH ESE V Coarr, ts•••:=• EXHIBIT Page raw~ 160 K. 35 i 36 RECORDING REQUESTED BY ER »3--33-004 `% HEN RECORDED MIAII. TO Midpeninsula Regional Open Space District (i ICE CENTER. BUILDING C. sUrrE 135 L . AN T(j'.!U CIRCLE. MOUNTAIN VIEW. CA 94040 TT • • L. Craig Britton J L:,RECORDED WITHOUT FEE ::R3u :i TO GOVERNMENT CODE S.=C:IO`: :7383 SPACE ABOVE TIIIS LINE FOR RECORDER'S USE Grant eed NO TRANSFER TAX DUE PUBLIC AGENCY ACQUIRING TITLE, CALIFORNIA REVENUE AND TAXATION CODE SECTION 11922 FOR A VALUABLE CONSIDERATION, THE C_LIFORNIA PROVINCE OF THE SOCIETY OF JESUS, a California Corporation h:,reb) GRANT(S) to MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district tl:e following described real property in the C_'unty of Santa Clara , State of California: The Northwest Quarter of Section Thirty -Five (35), Township Eight (8) South, Range One (1) West, M.D.B.&M. Dated STATE OF CALIFORNIA COUNTY OF O:. }ss. before me, the under- 1o:ary Public in and for said State, personally appeared e the r,; r_on 1vhosc name :......:::::.: arid acknowledged that ".'.ITNESS hand and official seal. , known to me subscribed to the within executed the same. Name (Typed or Printed) The California Province of the Society of Jesus, a California Corporation By: John M. Martin, S. J. Treasurer EXHIBIT Page of .4... ('This area for official notarial seal)