HomeMy Public PortalAboutResolution - 89-20- 19890328 - Lands of SciarrinoYr%°
RESOLUTION NO. 89-20
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
AUTHORIZING ACCEPTANCE OF PURCHASE AGREEMENT,
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
SCIARRINO)
The Board of Directors of the Midpeninsula Regional
Open Space District does resolve as follows:
Section One. The Board of Directors of the Midpenin-
sula Regional Open Space District does hereby accept the offer
contained in that certain Purchase Agreement between Richard
Sciarrino, 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 Certifi-
cate of Acceptance on behalf of the District.
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
and 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 $5,000 to cover the cost of title
insurance, escrow fees, demolition, and other miscellaneous costs
related to this transaction.
Section Five. It is intended and hereby authorized
that the District's General Fund will be reimbursed in the amount
of $294,000 from the proceeds of the next long term District note
issue.
* * * * * * * * * *
RESOLUTION NO. 89-20
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula
Regional Open Space District on March 28 ,19 89 at a
regular meeting thereof, by the following vote:
AYES: Katherine Duffy, Edward Shelley, Ernestine Henshaw,
Robert McKibbin, Nonette Hanko, Gerry Andeen, and Richard Bishop.
NOES: None
ABSTAIN: None
ABSENT: None
ATTEST:
Secretary, Board of Directors
APPROVED:
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.
au N. 41ielef.t.ai
Dis ict Clerk
PURCHASE AGREEMENT
This Agreement is made and entered into by and between RICHARD SCIARRINO,
a married man, as his sole and separate property, 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."
WITNESSETH
WHEREAS, Seller is the owner of certain real property which has open space
and recreational value, located within an unincorporated area of the
County of Santa Clara, and being more particularly described within the
body of this Agreement; and
WHEREAS, Seller entered into that certain "Exclusive Authorization and
Right to Sell" agreement with Joe Beatty Real Estate on December. 21, 1988,
thereby offering said real property for sale to the general public; 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 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.
NOW, THEREFORE, IT IS MUTUALLY UNDERSTOOD AND AGREED as follows:
1. Purchase and Sale. Seller agrees to sell to District and
District agrees to purchase from Seller, Seller's real property located
within an unincorporated area of the County of Santa Clara County, State
of California, as follows:
(a) All of Seller's undivided 7/8 interest in and to that
certain real property, containing approximately 35.13 acres, commonly
known as Santa Clara County Assessor's Parcel No. 562-06-018, being more
particularly described as Lot 4, Section 17, T. 9 S., R. 1 E., M.D.B.& M.;
Seller shall also quitclaim and release all right, title, and interest in
said parcel and in any partnership that may be associated with or purport
to hold an interest in said parcel; and
(b) Fee title to that certain real property, containing
approximately 160 acres, commonly known as Santa Clara County Assessor's
Parcel No. 562-06-013, being more particularly described as the NE % of
Section 17, T. 9 S., R. 1 E., M.D.B.& M.
Purchase Agreement - Sciarrino Page 2
Said real property rights 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 rights and appurtenances hereinafter
called the "Subject Property" or the "Property."
2. Purchase Price. The total purchase price ("Purchase Price") for
the Property shall be Two Hundred Ninety -Four Thousand and No/100 Dollars
($294,000.00), which shall be paid in cash at the Closing (as defined in
Section 3 hereof).
3. Escrow. Promptly upon execution of this Agreement, in accord-
ance with Section 12 herein, an escrow shall be opened at Continental Land
Title Company, 4991 Cherry Avenue, Suite 4, San Jose, CA 95118, phone
number (408) 448-2500, 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 April 28, 1989, provided, however, that the parties
may, by written agreement, extend the time for Closing. The term
"Closing" as used herein shall be deemed to be the date when Escrow Holder
causes the Grant Deed (as defined below) to be recorded in the office of
the County Recorder of Santa Clara County.
(b) Seller and District shall, during the escrow period,
execute any and all documents and perform any and all acts reasonably
necessary or appropriate to consummate the purchase and sale pursuant to
the terms of this Agreement.
(c) Seller shall deposit into the escrow on or before the
Closing executed and recordable Grant Deed(s) and Quitclaim Deed(s)
covering the Property, as further required herein.
(d) District shall deposit into the escrow, on or before the
Closing:
(i) The required Certificate(s) of Acceptance for the
Grant Deed(s), and Quitclaim Deed(s), duly executed by District and to be
dated as of the Closing.
Purchase Agreement - Sciarrino Page 3
(ii) District's check payable to Escrow Holder in the
amount of Two Hundred Ninety -Four Thousand and No/100 Dollars
($294,000.00).
(e) Seller shall pay for the escrow fees, the CLTA Standard
Policy of Title Insurance, if required by District, and all recording
costs and fees. All other costs or expenses not otherwise provided for in
this Agreement shall be apportioned or allocated between District and
Seller in the manner customary in Santa Clara County. All current
property taxes on the Property shall be handled in accordance with Section
4986 of the Revenue and Taxation Code of the State of California.
(f) Seller shall cause Continental Land Title Company, or other
title company acceptable to District and Seller, to be prepared and
committed to deliver to District a CLTA standard coverage Policy of Title
Insurance, dated as of the Closing, insuring District in the amount of
$294,000.00 for the Property showing title to the Property vested in fee
simple in District, subject only to: (i) current real property taxes, and
(ii) such 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 consummate the purchase of the Property.
(g) Escrow Holder shall, when all required funds and
instruments have been deposited into the escrow by the appropriate parties
and when all other conditions to Closing have been fulfilled, cause the
Grant Deed and attendant Certificate of Acceptance to be recorded in the
Office of the County Recorder of Santa Clara County. Upon the Closing,
Escrow Holder shall cause to be delivered to District the original of the
policy of the title insurance if required herein, and to Seller Escrow
Holder's check for the full purchase price of the Subject Property (less
Seller's portion of the expenses described in Section 3(e)), and to
District or Seller, as the case may be, all other documents or instruments
which are to be delivered to them. In the event the escrow terminates as
provided herein, Escrow Holder shall return all monies, documents or other
things of value deposited in the escrow to the party depositing the same.
4. 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 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
Purchase Agreement - Sciarrino Page 4
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. Leases or Occupancy of Premises. Seller warrants that there
exist no oral or written leases or rental agreements affecting all or any
portion of the Subject Property. Seller further warrants and agrees to
hold District free and harmless and to reimburse District for any and all
costs, liability, loss, damage or expense, including costs for legal
services, occasioned by reason of any such lease or rental agreement of
the Property being acquired by District, including, but not limited to,
claims for relocation benefits and/or payments pursuant to California
Government Code Section 7260 et seq. Seller understands and agrees that
the provisions of this paragraph shall survive the close of escrow and
recordation of any Grant Deed(s).
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 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.
6.03 Good Title. Seller has and at the Closing date shall have
good, marketable and indefeasible fee simple title (Section 1(b)) to the
Subject Property and the interests therein (Section 1(a)) to be conveyed
to District hereunder, free and clear of all liens and encumbrances of any
type whatsoever and free and clear of any recorded or unrecorded option
rights or purchase rights or any other right, title or interest held by
any third party except for the exceptions permitted under the express
terms hereof, and Seller shall forever indemnify and defend District from
and against any claims made by any third party which are based upon any
inaccuracy in the foregoing representations.
7. 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
Purchase Agreement - Sciarrino Page 5
include but not be limited to grading, excavating or other earthmoving
activities, cutting or removing trees, shrubs, brush or other vegetation,
and damaging or demolition of improvements or structures on the Property.
It is agreed by the parties that in the event of a breach of this
provision by Seller the amount of damage sustained by District would be
impracticable or extremely difficult to ascertain, and in such event
Seller shall pay to District as liquidated damages the sum of $5,000 per
incident, which amount shall be withheld from escrow by District.
8. Hazardous Substances. "Hazardous substance" as used herein
means and includes polychlorinated biphenyls (PCBs), benzene, asbestos or
any other substance the placement, storage or removal of which is
prohibited or regulated by federal, state or local law.
(a) Seller warrants and represents that:
(i) During Seller's ownership of the Property Seller has
not placed or stored or allowed to be placed or stored any hazardous sub-
stance on the Property.
(ii) Seller has no knowledge of the presence on the
Property of any hazardous substance, whenever or however placed or stored.
(b) Within 10 days after the approval of this Agreement by
District's Board of Directors in accordance with Section 12 herein, but
prior to Closing, Seller shall remove or cause to be removed all contain-
erized hazardous substances from the Property and conduct a cleanup of all
other hazardous substances in a manner provided by law. Should Seller
fail to do so, District may withhold $5,000 from escrow with which to
complete such removal and/or cleanup, after which the balance of the
withheld amount, if any, shall be paid by District to Seller.
(c) If hazardous substances are subsequently found to exist on
the Property, District may exercise its right to bring an action if
necessary to recover cleanup costs from Seller or any other person or
persons who are ultimately determined to have responsibility for the
hazardous substances on the Property. However, under no circumstances
shall Seller be held liable for costs other than those incurred in the
cleanup of the hazardous substances resulting from Seller's ownership and
operation of the Property.
9. Removal of Personal Property and Debris. It is understood and
agreed that located on the Property being acquired by District are many
items of real and personal property of Seller including: travel trailer,
two bulldozers, water tank, metal drums and miscellaneous materials, which
are not being acquired by District. It is agreed that Seller shall remove
any and all of these items from the Property on or before sixty (60) days
following the Closing, and leave the property in a neat and clean
condition. It is further agreed that from the amount payable under
Purchase Agreement - Sciarrino Page 6
Section 2 of this Agreement, Escrow Holder is authorized to withhold the
sum of One Thousand and No/100 Dollars ($1,000.00) to cover District's
cost of removing said items in the event Seller fails to perform or to
leave the premises in a clean and respectable condition. Escrow Holder
shall release said $1,000.00 to Seller at any time Seller completes the
clean-up and removal to District's satisfaction, which satisfaction shall
be expressed in writing. If Seller does not complete such clean-up and
removal, District shall give Seller written notice of any deficiency (to
be corrected within ten [10] days). If Seller does not complete the
removals and clean-up within the said ten (10) days, District shall have
the same completed and deduct such expenses from the $1,000.00 so with-
held. The remaining balance, if any, shall be released by Escrow Holder
to Seller upon written notice from District.
10. Waiver of Statutory Compensation. Seller and District under-
stand and agree that Seller may be entitled to receive the fair market
value of the Property as described herein, 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, and California Government
Code Section 7267, and following. Seller hereby waives any and all
existing and/or future rights Seller may have to 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.
11.01 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.
11.02 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 other party reasonable
expenses and attorneys' fees in the amount determined by the Court,
whether or not such action or proceeding 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 shall be entitled to recover from the other party reasonable
expenses and attorneys' fees.
11.03 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 party; (ii) waive any inaccuracies in representations and
warranties made by the other party contained in this Agreement or in any
Purchase Agreement - Sciarrino Page 7
documents delivered pursuant hereto; (iii) waive compliance by the other
party with any of the covenants contained in this Agreement or the perfor-
mance 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. Any agreement on the part of any
party for any such amendment, extension or waiver must be in writing.
11.04 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.
11.05 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 communications
shall be addressed as follows:
Seller:
Richard Sciarrino
c/o Joe Beatty Real Estate
7172 Anjou Creek Circle
San Jose, CA 95120
(408) 268-4062
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 conformed copy of such telegraphic 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 shown by
the addressees'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 as aforesaid, designate a different mailing
Purchase Agreement - Sciarrino Page 8
address or a different person to which such notices or demands are there-
after 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.
11.06 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.
11.07 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.
11.08 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.
11.09 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, conversa-
tions, negotiations, agreements or understandings relating to the same
subject matter.
11.10 Time of Essence. Time is of the essence of each
provision of this Agreement in which time is an element.
11.11 Survival of Covenants. All covenants of District or
Seller which are expressly intended hereunder to be performed in whole or
in part after the Closing, and all representations and warranties by
either party to the other, shall survive the Closing and be binding upon
and inure to the benefit of the respective parties hereto and their
respective heirs, successors and permitted assigns.
11.12 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.
Purchase Agreement - Sciarrino Page 9
11.13 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.
11.14 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.
11.15 Broker's Commission. District shall not be responsible
for any real estate commission or other related costs or fees in this
transaction. Seller agrees to and does hereby indemnify and hold District
harmless from and against any and all costs, liabilities, losses, damages,
claims, causes of action or proceedings which may result from any broker,
agent or finder, licensed or otherwise, claiming through, under or by
reason of the conduct of Seller in connection with this transaction.
11.16 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.
11.17 Pronoun References. In this Agreement, if it be appro-
priate, 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.
12. Acceptance. Provided that this Agreement is signed by Seller
and returned to District on or before March 10, 1989 District shall have
until midnight April 12, 1989 to accept and execute this Agreement and
during said period this instrument shall constitute an irrevocable offer
by Seller to sell and convey the Property to District for the
consideration and under the terms and conditions herein set forth. As
consideration for the tender of said offer, District has paid and Seller
acknowledges receipt of the sum of Ten Dollars ($10.00). 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.
Purchase Agreement - Sciarrino
Page 10
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.
MIDPENINSULA REGIONAL OPEN SPACE SELLER
DISTRICT
APPROV D AS_TO FORM:
StanJy''-''j` ��'-^!' ii! ounsel
Al FOR RECOMMENDATION:
L. Craig Britton, SR/WA
Land Acquisition Manager
APPROVED AND ACCEPTED:
Presiden,'Board of Directors
ATTEST:
am-/ da�.a
DiYrict Cl
erk
Date:
to vcit 02Y 1939
Richard Sciarrino
Date:
Purchase Agreement - Sciarrino Page 11
CONSENT OF SPOUSE
I certify that:
1) I am the spouse of Richard Sciarrino who is described as the
Seller in the foregoing Purchase Agreement.
2) I hereby confirm that the real property which is the subject
of the Purchase Agreement is my husband's separate property.
3) I have read the terms and provisions of the Purchase Agree-
ment and consent and approve of the same.
Executed on
California.
ANGEI A J. SCISCIAR NO
a --4/51R, 1989, at Santa Clara County,
4-
1
�RJ
AMENDMENT TO PURCHASE AGREEMENT
This Amendment to Purchase Agreement is made and entered
into by and between RICHARD SCIARRINO and ANGELINA J. SCIARRINO,
husband and wife ("Seller"), and the MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT ("District").
RECITALS
WHEREAS, Seller and District entered into a Purchase
Agreement for the purchase and sale of certain real property
located in the County of Santa Clara, which agreement was signed
by Seller on March 8, 1989 and by District on March 28, 1989 (the
"Agreement"); and
WHEREAS, the Agreement provided for the purchase of two of
Seller's parcels of real property, to wit: Seller's 7/8 interest
in a 35.13 acre parcel ("Parcel One") and fee title to a 160 acre
parcel ("Parcel Two"); and
WHEREAS, escrow for Parcel Two closed on May 12, 1989;
however, escrow for Parcel One has not closed because of a
purported transfer of a 1/8 interest by Contract of Sale, dated
July 20, 1979, attached hereto as Exhibit "A"; and
WHEREAS, Seller and District now desire to amend the
Agreement in order to consummate District purchase of Parcel One
from Seller on or before June 30, 1990.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing recitals and the
mutual promises and covenants herein contained, the parties
hereto agree to amend that certain Purchase Agreement, dated
March 28, 1989, as follows:
1. Purchase and Sale. District shall accept title to all,
right, title and interest of Seller in Parcel One, subject to
said Contract of Sale (Exhibit A) and Seller shall additionally
assign all of Seller's rights under said Contract of Sale.
2. Purchase Price. District shall pay Seventy Thousand and
no/100 Dollars ($70,000) for Parcel One, which represents the
remainder of the purchase price stipulated in Section 2 of the
Agreement following close of escrow for Parcel Two.
3. Escrow Closure. Escrow for the purchase of Parcel One
shall close on or before June 30, 1990; provided, however, that
Amendment to Purchase Agreement -- Sciarrino Page 2
the parties may, by written agreement, further extend the time
for close of escrow.
4. Confirmation of Prior Modifications. The parties
acknowledge that there have been two prior letter modifications
to the Agreement. The first letter dated March 16, 1989 and
accepted by Seller on March 17, 1989, a copy of which is attached
hereto as Exhibit "B", and the second letter dated May 2, 1989
and accepted by Seller on May 2, 1989, copies of which are
attached hereto as Exhibit "C", are hereby acknowledged and
confirmed by the parties hereto.
5. Remaining Provisions of Agreement. District and Seller
hereby confirm that all other terms and conditions of that
certain Purchase Agreement dated March 28, 1989 are ratified and
confirmed, and are to remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to
Purchase Agreement to be executed by their duly authorized
officers or representatives to be effective as of the latest date
subscribed hereinbelow.
MIDPENINSULA REGIONAL OPEN SELLE
SPACE DISTRICT
By
A./Re At -
Herbert Grench,
General Manager
Date
? 0
By
By
Richard Sciarrino
Angelfia J. Sjc�' arrino
Date
/4"'-1
•
ft[."
,
-.r •
ADDENDUM "B"
PURCHASE AGRIEMENT
In consideration for the purchase of' a interest in the
Sly —O. T. -r G
partnership GOLDEN GATE RANCH from d(,,,1:7_1( 5�..•����.,r
after called the "seller",
If. 41.14s,l 0. PA Lee and
, herein'
1/\Jq.nd A ktle Fa -lea , hereinafter called the "buyer" agree .
•
as -follows:
1. We have 'read the GOLDEN GATE RANCH PA.RTNERSHIF ACRM-
. MENT and agree to coreply with its terms.
2. We will confine our recreational activities on land
•
owned by the partnership to Parcel as staked and shown on
the agreement map attached hereto.
3. We will receive spring rights as shown on said map.
4, We will use the- land owned by the
recreational )and, and will not use any portion of said land
..ene...
as a building site.
5. We will pay an amount for taxes, assessments, ins-
urance, and maintenance of the main right -a -way- ahi ch is in
proportion to our interest in the partnership.
6. We will pay a purchase price of $ q - --- The
tc,
down payment is to be $ //"%y.) - r-- and shall be paid to the
partner selling the above interest in •sthe partnership. The
balance of ;; '.c'c- 5 at . • 7 �! interest is to be paid at the
r
t
A
rate of $ .9) . per ,month for /0 months, and then Al
per month for /.20 months. At the end of this time period,
any remaining sum is due and payable. Monthly payments shall/
shall not be applied by the partnership to the first mortage
on partnership land. •
A' t
�y.. Page l of
7. ZIewbh ON S ON 'TRAtiSFERABIL :.
a. A partner may transfer all or part of his int-
erest in the partnership only as follows t
1. To ttie partnership or any other partner;
2. By sucession or testamentary disposition
on his death;
3. By gift .to his spouse or his children, or
to a_tr. et_fnr ihi s spouse or children =or• ---
both.
4. To any other person after the partner
making the transfer has first offered the
other partners their rights of first re-
fusal accordance with the provisions of
this agreement dealing with those ri,Itis
of first .refusal. .
----'b. s any partner receives an offer, wbether or
not solicited by him, from a person not then a partner to
purchase all or any portion of his interest in the partner-
ship, and if the partner receiving the offer is willing to
accept it, he shall give written notice of the amount and
terms of 'the offer, the identity, of the proposed transferee,
and his willingness to accept the offer to each of the other
partners. The other partners shall have the option, within
30 days after that notice is given, to. purchase the desig-
nated interest4 designated portion of the interest of the
Or
partner giving notice on the same terms as those contained
in the offer. The other partners may exercise this option
jointly or individually. If more than one partner exercises
the option individually, the partner giving notice ray
choose whose exercise of the 'option he shall accept.
EXHIBIT
Page
c. Al"ales of •partnerzhip ir4mpi .t must be on terms
and conditions wziereby the pirchaser becomes a partner in
GOLDEN GATE RANCH and is bound by the partnership agreement
and these limitations on transferability,
Bated: 1:Ad/ '7 9
ict-acie.i_ - .
Purchaser
-•- __ — purchaser- - •
Dated: :? / 3.a /r,C ACCOPITZ1 BY:
Seller
• Seller
•
1
.111
•
•
•
EXHIBIT • A ,
.pAge3.,of
% • •%C
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
OLD MILL OFFICE CENTER, BUILDING C, SUITE 135
201 SAN ANTONIO CIRCLE, MOUNTAIN VIEW, CALIFORNIA 94040
(415) 949-5500
March 16, 1989
Richard Sciarrino
2089 Lincoln Avenue
San Jose, CA 95125
Re: Proposed Addition to the Sierra Azul ()pen Space Preserve
Lands of Sciarrino (ART 562-06-018)
Dear Mr. Sciarrino:
In reference to that certain Purchase Agreement for the subject
property as signed by you March 8, 1989, there is a discrepancy
between the reported ownership from the title company and the
interest being acquired by the District. Because of certain
unrecorded agreements, the possibility of future title problems
may exist which can only be resolved now by quitclaim deed. I
therefor propose amendments to said Purchase Agreement, as
follows:
1. Section 1(a) shall be amended to read as follows:
"All of Seller's undivided 7/8 interest in and to that
certain real property, containing approximately 35.13 acres,
commonly known as Santa Clara County Assessor's Parcel No.
562-06-018, being more particularly described as Lot 4,
Section 17, T. 9 S., R. 1 E., M.D.B.& M.; Seller shall also
quitclaim and release all right, title, and interest in said
parcel and in any partnership that may be associated with or
purport to hold an interest in said parcel, and"
2. Section 3(c) shall be amended to read as follows:
"Seller shall deposit into the escrow on or before the
Closing executed and recordable Grant Deed(s) and Quitclaim
Deed(s) covering the Property, as further required herein."
3. Section 3(d)(i) shall be amended to read as follows:
"The required Certificate(s) of Acceptance for the Grant
Deed(s) and Quitclaim Deed(s), duly executed by District and
to be dated as of the Closing."
EXHIBIT_5
=...
Page I of
Herbert Grench, General Manager, Board of Directors: Katherine Duffy, Robert McKibbin, Teena Henshaw, Edward Shelley. Nonette Hanko, erry n een, Richard ishop
Richard Sciarrino
March 16, 1989
Page 2
Please indicate your approval of these amendments by signing and
returning to me the 3 enclosed copies of this letter.
Craig Bra. • , SR/WA
Land Acquisition Manager
LCB:cac
Enclosures
cc: Gary Beck
The Herein Amendments to Said Purchase Agreement
are Hereby Approyd and Accepted
Richard Sciarrino
Date: - /7-P7
EXHIBIT 15
Page iiimofag.4
14611000fr
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
OLD MILL OFFICE CENTER, BUILDING C, SUITE 135
201 SAN ANTONIO CIRCLE, MOUNTAIN VIEW, CALIFORNIA 94040
(415) 949-5500
May 2, 1989
Richard Sciarrino
2089 Lincoln Avenue
San Jose, CA 95125
Re: Proposed Addition to the Sierra Azul Open Space Preserve --
Lands of Sciarrino (APN 562-06-013 and -018)
Dear Mr. Sciarrino:
That certain Purchase Agreement dated March 28, 1989 provides for
District acquisition of the subject parcels. However, as a
result of the ownership. interest claimed by Mr. and Mrs. Harlem
D. Fahler in the 35 acre parcel (APN 562-06-018), a delay in the
close of escrow seems appropriate. I feel it will take approxi-
mately 30 days to resolve the issues necessary to close escrow
for this parcel. Nevertheless, it will be possible to proceed
with the closing of the 160 acre parcel (APN 562-06-013). I
therefore propose amendments to the Purchase Agreement, as
follows:
1. Section 3(a) shall be amended to read as follows:
"The time provided for in the escrow for the close thereof
shall be as follows:
i) Assessor's Parcel No. 562-06-018 shall close upon
successful conclusion of negotiations by District with
Harlen D. Fahler and Wanda K. Fahler, husband and wife, to
provide for'settlement of the Fahler's claimed ownership
interest in said parcel.
ii) Assessor's Parcel No. 562-06-013 shall close as
soon as possible hereafter.
Provided however, that the parties hereto may be written
agreement, extend the time for Closing. The term 'Closing'
as used herein shall be deemed to be the date when Escrow
Holder causes the Grant Deed and Quitclaim Deed (as defined
below) to be recorded in the office of the Recorder of Santa
Clara County."
Co
Page of
Herbert Grench, General Manager, Board of Directors: Katherine Duffy, Robert McKibbin, Teena Henshaw, Edward Shelley, Nonette Hanko, Gerry Andeen, Richard Bishop
Richard Sciarrino
May 2, 1989
Page 2
Please indicate your approval of these amendments by signing and
returning to me the 2 enclosed copies of this letter.
Si errely,
L. Craig Britton, SR/WA
Land Acquisition Manager
LCB:cac
Enclosures
cc: Gary Beck
The Herein Amendments to Said Purchase
Agreemen/t are Hereby Approved and Accepted
/—)
it --
RichaY'd Sciarr-ino
Date:
- SY
EMI 1
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