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HomeMy Public PortalAbout19920527 - Agenda Packet - Board of Directors (BOD) - 92-13 Open Space wa ' MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 92- 13 REGULAR MEETING BOARD OF DIRECTORS A G E N D A 7 : 30 P.M. 201 San Antonio Circle Wednesday Building C - Suite 135 May 27 , 1992 Mountain View, Calif . (7 : 30) * ROLL CALL ORAL COMMUNICATIONS ---- Public** ADOPTION OF AGENDA *** ADOPTION OF CONSENT CALENDAR -- R. McKibbin APPROVAL OF MINUTES ***May 13 , 1992 (Consent Item) *** WRITTEN COMMUNICATIONS (Consent Item) BOARD BUSINESS (7 : 45) 1 . Introduction of Docent Class of Spring 1992 -- D. Gallagher (7 : 55) 2. Preliminary Study for Midpeninsula Regional Open Space District Assessment District No. 1992-1 (Vidovich Acquisition) --- H. Grench (8 : 25) 3 . Proposed Addition to Skyline Ridge Open Space Preserve --- C. Britton Resolution Authorizing Acceptance of Grant to District , and Authorizing General Manager or, Assistant General Manager to Execute Any and All Other Documents Necessary or Appropriate to Closing of the Transaction (Skyline Ridge Open Space Preserve - Lands of Alice Coehlo) Resolution Authorizing Acceptance of Grant to District , and Authorizing General Manager or Assistant General Manager to Execute Any and All. Other Documents Necessary or Appropriate to Closing of the Transaction (Skyline Ridge Open Space Preserve - Lands of Marjorie Roi,li, As Trustee) 201 San Antonio Circle,Suite C-135 - Mountain View,California 94040 ,x Phone:(415)949-5500 - FAX:(415)949-5679 General Manager:Herbert Grench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop (8 : 45) 4 . Proposed Addition of the Corte Madera Partnership Property to the Windy Hill Open Space Preserve --- C . Britton Resolution Authorizing Acceptance of Grant to District, and Authorizing General Manager or Assistant General Manager to Execute, Any and All Other Documents Necessary or Appropriate to Closing of the Transaction (Windy Hill. Open Space Preserve - Corte Madera Partnership) 5 . License with Sempervirens Fund and Stuart, Rojstaczer to Construct and Monitor a Research Well - M. Gundert INFORMATIONAL REPORTS -- Directors and Staff REVISED C1,AIMS (Consent Item) CLOSED SESSION (Litigation, Land Negotiations , Labor Negotiations , and Personnel Matters) ADJOURNMENT ,*NOTF: Times are estimated and items may appear earlier or later than listed. Agenda is subject to change of order. TO ADDRESS THE BOARD: The Chair will invite public comment on agenda items at the time each item is considered by the Board of Directors. You may address the Board concerning tuber matters during oral COMMUDiCations. Each speaker will ordinarily be limited to 3 Minutes. When recognized, please begin by stating your name and address. Please fill out the speaker's form so your name and address can be accurately included in the minutes. Alternately, you may comment to the Board by a written communication, wbich the Board appreciates. All items on the consent calendar shall be d rqved without discussion by one motion unless a Board member, removes an item from the consent calendar for �e q pq,tj - --t-_discussion. A member of the public may rep under oral communications that an item be removed from the consent calendar. Claims No. 92-10 Meeting 92-13 Date: May 27, 1992 REVISED MIDPENINSULA REGIONAL OPEN SPACE DISTRICT # Amount Name Description 2605 8,333.63 Dennis Kobza & Associates, Inc. Architectural Services--Ranger Residence 2606 242.61 Langley Hill Quarry Baserock 2607 350.00 Levinson Associates Training Session 2608 63.55 Los Altos Garbage Company Dumpster Rental 2609 19.43 McWhorter's Office Supplies 2610 179.00 MicroAge Computer Centers Equipment Repair 2611 600.00 Mobile Radio Resources License and Consultant Fees—Radio Systa 2612 71 . 17 Monogram Sanitation Sanitation Supplies 2613 1 ,160.00 NRPA Pacific Region Office Maintenance Management School Registration--P.Congdon & J.Kowaleski 2614 6.90 Norney's of Mountain View Office Supplies 2615 106.79 Northern Energy Propane Fuel 2616 838.61 Office Depot Office Supplies 2617 1 ,367.15 Page & Turnbull , Inc. Architectural Services--Picchetti 2618 12,600.00 Plan Construction Company Construction Services--Picchetti Barn 2619 19.49 Regal Dodge Vehicle Part 2620 311 .07 Rich's Tire Service Tires 2621 968.57 Roy's Repair Service Vehicle Maintenance and Repairs 2622 851 .60 San Jose Mercury News Advertisements 2623 67.00 County of San Mateo Permit Application 2624 96.88 Shell Oil Company Fuel 2625 41 .56 John Shelton, Inc. Culverts 2626 1 ,532.84 Signs of the Times Signs 2627 3,628.35 The Steinberg Group Architectural Services--Distel Circle 2628 280.00 Sterling Underground Construction Backhoe Rental 2629 97.00 Sunnyvale Medical Clinic Pre-employment Physical 2630 1 ,100.00 Tom's Well Service Well Pump Test 2631 104.00 United Parcel Service Delivery Service 2632 19.00 United States Department Resource Documents Of Commerce 2633 101 .22 University Art Center Drafting Supplies 2634 43.75 Whitmore, Johnson & Bolanos Legal Services 2634 725.92 Word Products Computer Supplies 2635 110.96 The Workingman's Emporium Uniform Expense 2636 598.80 Yardbird Equipment Sales Field Equipment 2637 1 ,040.51 Robert McKibbin Reimbursement--Conference Expenses 2638 540.78 Design Concepts 20th Anniversary Invitation 2639 261 .78 Petty Cash Film and Developing, Resource Documents, Office and Field Supplies, Local and Out-of-Town Meeting Expense, and Private Vehicle Expense Claims No. 92-10 Meeting 92-13 Date: May 27, 1992 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT REVISED Amount Name Description —--——-------- 2564 273. 15 Acme & Sons Sanitation, Inc. Sanitation Services 2565 64.67 American Welding Supply Welding Supplies 2566 5,013.68 Ralph Anderson & Associates Salary and Compensation Study 2567 60.00 Association of Environmental Membership Renewal Professionals 2568 252.28 AT&T Maintenance Agreement and Installation 2569 28.00 Bellair Express Delivery Service 2570 1 ,846.88 Best Sanitation Sanitation Services 2571 548.05 Binkley Associates Consulting Services--Skyline Water SystF 2572 9,458.00 Louis Bordi Firebreak Discing and Base Rock 2573 134.91 Bridge Radio Services, Inc. Radio Repair 2574 140.54 Dick Bruhn, Inc. Uniform Expense 2575 152-42 State of California, Department Procurement Fee for Patrol Vehicle of General Services 2576 55.00 California Park & Recreation Advertisement Society, Inc. 2577 33.29 California Water Service Water Service 2578 48.71 Sheryl Marioni-Cochran Reimbursement--Photographs 2579 283.02 Com Systems Telephone Service 2560 54.60 Alice Cummings Reimbursement--Resource Documents 2581 1 ,067.72 Dennis Danielson Reimbursement--Conference Expenses 2582 846.52 The Darkroom Photographs 2583 300.00 Dillingham Associates Landscape Architectural Services 2584 85.00 Deirdre Dolan Reimbursement--Local Meeting Expense 2585 10,767.00 Earthflow Drilling Company Construction Services--Well 2586 21 .90 East Palo Alto Water District Water Service 2587 20.00 Federal Express Corporation Express Service 2588 666,667.00 First American Title Insurance Roth Property Purchase (Big Dipper Company Ranch Interest) 2589 500,000-00 First American Title Insurance Coelho Property Purchase (Big Dipper Company Ranch Interest) 2590 750,000.00 First American Title Insurance Corte Madera Property Purchase Company 591 1 ,850.25 David B. Fisher Legal Services .1592 11 .52 Forestry Suppliers, Inc. Field Supplies 2593 2,634-35 Robert M_ Garcia Construction Management Services 2594 347.01 Garcia Well & Pump Pump Repair 2595 492. 13 General Graphics Header for Portable Display 2596 61 .32 Gibson Studio Slides 2597 1 ,839. 19 Herbert Grench Reimbursement—Conference Expenses and Local Meeting Expense 2598 352-50 H & 8 Management Asbestos Inspection 2599 2,027.35 The Home Depot Supplies for. Ranger Residence 2600 198.00 Honeywell Protection Services Burglar Alarm Maintenance Fee 2601 1 ,368.28 Jeda Publications Brochures 2602 206.96 Jobs Available, Inc- Advertisements '1603 169-74 Keeble & Shuchat Photography Film, Slides and Processing ,604 400-00 Killroy Pest Control , Inc. Parking Lot Weed Control Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 92-12 REGULAR MEETING BOARD OF DIRECTORS May 13 , 1992 MINUTES I . ROLL CALL President Robert McKibbin called the meeting to order at 7 :30 P.M. Members Present : Ginny Babbitt , Richard Bishop, Betsy Crowder, Kay Duffy, Nonette Hanko, Teena Henshaw, and Robert McKibbin. Personnel Present : Herbert Grench, Craig Britton, Jean Fiddes , Mary Hale, John Escobar, Del Woods , Sheryl Marioni-Cochran, David Topley, Ken Miller, Michael Foster, Stanley Norton, and Deborah Morvay- Zucker. Oral Communications There were no oral communications . ADOPTION OF AGENDA H. Grench stated that , although the consent calendar included written communications, there were no written communications . R. McKibbin stated that the agenda was adopted by Board consensus. IV. ADOPTION OF CONSENT CALENDAR Motion: G. Babbitt moved that the Board adopt the Consent Calendar which included minutes of the April 22 , 1992 Regular Meeting; Final Adoption of the Comprehensive Use and Management Plan for Skyline Ridge Open Space Preserve; Adoption of Resolution 92-15, A Resolution of the Board of Directors of the Midpeninsula Regional Open Space District Endorsing the Passage of Santa Clara County Measure A on the June 2, 1992 Ballot; and Revised Claims 92-09. T. Henshaw seconded the motion. The motion passed 7 to 0 . V. BOARD BUSINESS A. Appointment of Peace Officer (Report R-92-56) J. Escobar introduced and the Board welcomed Ken Miller, District ranger, who started working for the District April 27 , 1992 . Motion: B . Crowder moved that the Board adopt Resolution 92-16 , a Resolution of the Board of Directors of the Midpeninsula Regional Open Space District Appointing 201 San Antonio Circle,Suite C-1 35 - Mountain View,California 94040 - Phone:(415)949-5500 - FAX:(415)949-5679 General manager:Herbert trench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop Meeting 92-12 Page 2 Peace Officer. N. Hanko seconded the motion. The motion passed 7 to 0 . B. Proposed Addition of the Sink Property to the Mt . Umunhum Area of Sierra Azul Open Space Preserve (Report R-92-54) C . Britton described the 26 .66 acre property, located between Mt . Umunhum Road and Woods Road with access to the property via Barlow Road. He stated that the purchase price was $265, 000 cash, payable at close of escrow, and that the District ' s standard purchase agreement also included a leaseback of the property by the owners for a period of up to one year. He stated that $5, 000 would be withheld at the close of escrow until the property was cleared of debris by the owners . S . Marioni-Cochran further described the property as surrounded by District land on three sides. She stated that its importance to the District was that it was one of four inholdings remaining in the area and that it would connect Mt . Umunhum Road to the Ridge Trail . She said that the house on the property would be rented as an enterprise structure. Motion: K. Duffy moved that the Board adopt Resolution 92-17 , a Resolution 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 or Assistant General Manager to Execute Any and All Other Documents Necessary or Appropriate to Closing of the Transaction (Sierra Azul Open Space Preserve - Lands of Sink) . T. Henshaw seconded the motion. The motion passed 7 to 0 . Motion: K. Duffy moved that the Board tentatively adopt the Preliminary Use and Management Plan recommendations contained in the report , including naming the property as an addition to the Mt . Umunhum Area of Sierra Azul Open Space Preserve , and indicate its intention to withhold the property from dedication as public open space at this time . T. Henshaw seconded the motion. The motion passed 7 to 0 . C . Consideration of Assessment District to Help Fund Vidovich Property Addition to Rancho San Antonio Open Space Preserve (Report R-9'.-II-51) H. Grench highlighted the importance of the preservation of the Vidovich property to the citizens opposed to development of the Vidovich property. He noted that during the earliest considerations of the purchase, concerned citizens and the District had stated that it would probably be necessary to form an assessment district to help fund the purchase. He stated Meeting 92-12 Page 3 that the final negotiated total purchase price of $9 , 317 , 000 confirmed the need for an assessment district to raise approximately $1 , 000, 000 . He added that other critical factors were affecting the District ' s available funds and that the formation of the assessment district would enable the District to coni~ 'Lete its agreement with Vidovich. H. Grench discussed the results of a public opinion survey conducted by J. Moore Methods of Sacramento. He noted the survey was conducted in an area that might potentially be included in an assessment district and that the consultant had concluded, based on the survey, that there was support to form the assessment district . He emphasized the importance of providing complete information to the public during the entire process . He stated that this would be accomplished beginning with an informal public informational meeting about one month from initiation of proceedings . H. Grench stated that the resolutions recommended for approval were not to form the assessment district but were to initiate proceedings and to hire the engineer to determine benefit to the properties to be assessed. He noted the Board could stop the assessment district process at any time. He introduced Antonia Dolar, of Orrick, Herrington, and Sutcliffe (bond counsel) ; Randy Leptien, Leptien, Cronin, Looper, Inc. (engineer) ; and Douglas Charenko and Saul Rosenbaum of Prudential Securities, Inc. (underwriter) . Ms. Dolar and Mssrs. Leptien and Charenko explained how their firms would be involved in the benefit assessment district process. R. Leptien stated that without benefit of a petition to form the assessment district his firm would determine the benefit of the acquisition to the properties being assessed . He stated that appropriate unit assessments would be determined. R. Bishop asked for an explanation of the method of citizen protest in the proceedings . R. Leptien stated that an informal public meeting would provide the first opportunity for the public to receive information and to comment , and that the proceedings provide for a formal public hearing. A. Dolar responded that , legally, any interested person may protest . She added that written protest by property owners of 51% of the property to be assessed (by area) would constitute a majority protest . She stated that the Board could legally override a majority protest by a four-fifths vote. K. Duffy asked how potential subdivisions would be assessed. R. Leptien stated that unique assessments may be made for such properties. S . Norton emphasized that land area is the Meeting 92-12 Page 4 important factor in the weight of protests by individual property owners . R. McKibbin asked for public comment . Harry Haeussler, 1094 Highland Circle , Los Altos , asked for clarification of the unit assessment with respect to future subdivisions . He stated that he opposed the precedent being set by the District of initiating the formation of an assessment district as opposed to being initiated by public petition, and that he thought the use of the landscape and lighting title was misleading. A. Dolar explained that the Landscape and Lighting Act of 1972 contained the legal provision for the formation of the assessment district and included the acquisition of land for open space purposes . Susan Smith, 23230 Ravensbury Ave. , Los Altos Hills, stated that she was in favor of the assessment district , but added that she and her husband were concerned that parking for the additional open space land might increase traffic through her neighborhood. She said that she thought the citizens involved in the passage of Measure B were happy to turn over the initiation of the assessment district ' s formation to the District because of the amount of work required by citizens in a petition procedure. N. Hanko stated that as a member of the Finance Committee she was pleased with the level of support indicated in the survey and that she agreed with initiating the process to get public input . Motion: K. Duffy moved that the Board adopt Resolution 92-18 , a Resolution of the Midpeninsula Regional open Space District Initiating Proceedings for the Formation of an Assessment District . R. Bishop seconded the motion. The motion passed 7 to 0 . Motion : K. Duffy moved that the Board adopt Resolution 92-19 , a Resolution of the Midpeninsula Regional Open Space District Appointing Bond Counsel , Engineer of Work, and Underwriter for Assessment District No. 1992-1 (Vidovich Acquisition) . R. Bishop seconded the motion. The motion passed 7 to 0. Motion: K. Duffy moved that the Board adopt Resolution 92-20 , a Resolution of the Midpeninsula Regional Open Space District Declaring the Official Intent of the Midpeninsula Regional Open Space District to Reimburse Certain Capital Expenditures from the Proceeds of Meeting 92-12 Page 5 Assessment District Bonds , Relating to the Acquisition of Open Space Lands . R. Bishop seconded the motion. The motion passed 7 to 0 . Motion: K. Duffy moved that the Board set a goal of raising a maximum of 10% of the total cost of the Vidovich acquisition through formation of the assessment District, with a companion goal of not exceeding an average individual assessment of $85. 00 annually for a typical single family parcel , and direct staff to mail a letter from the Board President to property owners in the proposed assessment District area , after preliminary work is completed by the engineer, explaining the need and the process , and inviting them to an informational meeting. R. Bishop seconded the motion. The motion passed 7 to 0 . D. 20th Anniversary Draft Plan (Report R-92-58) B. Crowder reviewed the 20th Anniversary Committee ' s draft plan for events and activities celebrating the District ' s twentieth anniversary. Motion: R. Bishop moved that the Board approve, in concept, the draft plan prepared by the 20th Anniversary Committee. T. Henshaw seconded the motion. The motion passed 7 to 0 . E. Agreement with United States Geological Survey to Construct a Communication Tower on the Former Almaden Air Force Base (Report R-92-45) J. Escobar explained the proposed agreement with United States Geological Survey and showed slides of the location proposed for construction of a communication tower. He stated that staff determined the value of construction of the facility to be in excess of $5, 000 . He stated that D. Topley and S . Norton prepared the agreement . Motion: N. Hanko moved that the Board authorize the general manager to enter into a contract agreement with the United States Geological Survey to construct a 29-foot communication tower on the former Almaden Air Force Base in the Mt . Umunhum Area of Sierra Azul Open Space Preserve. R . McKibbin seconded the motion. The motion passed 7 to 0 . VI . INFORMATIONAL REPORTS G. Babbitt reported that the Mountain View Children ' s Parade and Picnic in which she and ranger Michael Newburn participated were successful events . She said that she also addressed the Mountain View Rotary Club. Meeting 92-12 Page 6 R. McKibbin reported that he attended the Park District Forum in New Jersey and the meetings specially arranged for the Legislative Committee with legislators in Sacramento. He said that Ralph Heim had suggested a one-day staff and Board legislative strategy planning session in the fall . T. Henshaw stated that she made an informational presentation to the Parents and Teachers Association of Duveneck School in Palo Alto. She noted that, although many people had used District preserves , they did not recognize them as belonging to the Midpeninsula Regional Open Space District. She reported that the Legislative Committee ' s trip to Sacramento was to build support with the District ' s state legislators . She proposed that the committee have a follow-up meeting and that letters be drafted to the legislators the committee visited. K. Duffy reported she would speak at an event to thank Doug and Louise Lincoln for their efforts to stop the development of a road through St. Joseph ' s Hill Open Space Preserve . Additionally, she requested that the Board president place consideration of rangers patrolling on bicycles on an upcoming agenda. H. Grench reported that the job descriptions prepared by Ralph Anderson & Associates in its conduct of a salary survey had been reviewed by the management team and would be distributed to the staff. He said that a staff training would be conducted by Elad Levinson on "How to Run a Successful Meeting, " and that R. McKibbin, N. Hanko, and B. Crowder were planning to attend. H. Grench reported on his recent attendance at and the highlights of the Park District Forum, the California Park and Recreation Society Legislative Conference, and the County Park and Recreation Directors Association meeting. H. Grench announced that he and Vicki Moore of Greenbelt Alliance would be talk show hosts on a radio program to be taped May 27 at 1 p.m. for KCSM FM91 . C . Britton reported that construction had resumed at 330 Distel Circle . J. Escobar reported on five bicycle accidents and one equestrian accident on District preserves . He also reported that he and senior ranger Dennis Danielson attended the Park District Forum. D. Woods announced that the South Bay Trail Forum would be held at the San Jose Civic Center , Thursday, May 14 , at 7 : 30 p.m. Meeting 92-12 Page 7 VII . uLOSED SESSION C . Britton announced that land negotiations to be discussed were Santa Clara County assessor ' s parcel numbers 544-07-13 (PTN) ; 544- 09-05 (PTN) ; 544-05-15 , -23, -24 , -26 and -28 , currently owned by the County of Santa Clara and negotiated with Donna Logan. H. Grench stated that personnel matters would also be discussed. The Board recessed to Closed Session on land acquisition and personnel matters at 9 : 47 P.M. VIII . ADJOURNMENT The meeting was adjourned at 11 :05 P.M. Deborah Morvay-Zucker Secretary Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 92-13 SUMMARY OF MAY 27, 1992 REGULAR BOARD MEETING Introduction of Docent Class of Spring 1992 - New District docents, who recently completed 50 hours of training, were introduced to the Board. Board President Robert McKibbin welcomed them and thanked them for the valuable assistance they will give to the District. Preliminary Study for Midpeninsula Regional Open Space District Assessment District No. 1992-1 (Vidovich Acquisition) - Randy Leptien of Leptien, Cronin, and Cooper, Inc. , presented a preliminary engineer's study of the proposed benefit assessment district for the acquisition of the 280-acre Vidovich property addition to the Rancho San Antonio Open Space Preserve. A public informational meeting regarding the assessment district was scheduled for Tuesday, June 9, 1992 beginning at 7:30 p.m. The meeting will be held at Bullis-Purissima Elementary School, 25890 Fremont Road, Los Altos Hills. Proposed Addition to Skyline Ridge Open Space Preserve - The Board adopted Resolution 92-21 and Resolution 92-22 to purchase 46.67% interest in the 767.9-acre Big Dipper Ranch property for a purchase price of $1,166,667. The Board adopted the Preliminary Use and Management Plan, including naming the property as an addition to the Skyline Ridge Open Space Preserve, and indicated its intention to withhold the property from dedication as public open space at this time. Proposed Addition of the Corte Madera Partnership Property to the Windy Hill Open Space Preserve - The Board adopted Resolution 92-23 to purchase the 194- acre property addition to Windy Hill Open Space Preserve. The total purchase price of the property, including interest is $8,000,000. The Board also adopted the Preliminary Use and Management Plan, including naming the property as an addition to Windy Hill Open Space Preserve, and indicated its intention to withhold the property from dedication as public open space at this time. The Board directed staff to investigate the formation of a benefit assessment district to assist with the funding for the acquisition. License with Sempervirens Fund and Stuart Roistaczer to Construct and Monitor a Research Well - The Board authorized the general manager to enter into a license agreement with the Sempervirens Fund and Stuart Rojstaczer to construct and monitor a well at the head of the San Lorenzo Watershed. Deborah Morvay-Zucker Recording Secretary 201 San Antonio Circle,Suite C-1 35 - Mountain View,California 94040 - Phone:(415)949-5500 - FAX:(415)949-5679 General Manager:Herbert Grench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop Ciainis No, 92 10 Meet i 11 9'?--I"', Date,- May 27, 1992 Mli)PENINSITLA REGIONAL OPEN SPACF DiSTRICI Am 1)Li ot N tme Doser ipt i oil 9564 273, 15 Acme Soils Sallitatioll JIAC . sallitat iol-I Services 2565 614 ,67 Americ-all Wel'(11119 Supl)IV Weldiog Supplies 256 0 5,013,68t Ralph Atldersoii & Associates, Sal arV and Compensatioii S'Ludv 2 5 6'T 60,00 Assoc ialion of Rriviroriment-lal Membership Reiiew-al Prot o's'siollais 25 6 8 252 , 24) AT&1 Maioteiiaiwe As-reemeitl aod lwstalla-( iou 2 5(3,<-) 28,00 Bellair Exi-jres,, De I iv e r y S e r v i c e 2570 1 , 84G,88 Best sallitat ioll sallita( ioll Services 2571 548.05 Biiiklev Assoc i ares Gorisultiiw Services— Skv] i tie Water '.)vstem 2 572 9,458 00 Louis Bordi Firebreak Discinl, and Haase kock 134 91 Rridi�e Radio !�ervicf.-.S , 111C . Radio Rer)air 2 7 4 1-40 .5-1 Dick Brutill, 111c. Uoifortli I",x pollse 2575 152 -42 State of Cal if ori-ii a, Department Proruremptit Fee for Patrol Vehicle e)t, Goileral S+-''I'v i ces 257 61 55 ,00 Carl aliforiiia Park & Recreat too Advertisement Society, ]Ile . 257a 33 29 Ca i i f oriiia Water sery i ce Water Service 2 5 7 8 48 71 shervi mariorli- Coehl-ol-I Re;nihiirsement.- - Pho Loj �aphs 2579 28111,02 COITI SVSTPPPS, ToloohClue Service ?5 8 0 >4 ,GO Alice Cummings Reimbursemetit --Resource Oociiments, 2581 1 067 , 72 Derail is Dail iolson Reimborsemeiit ---Gott(erenre Fxpeosps 2582 846, 52 I'lle Darkroom Phut ographs 2 5 8,'3 300,00 Dilliliffham Assoc idtos Laii6srape Architectural "iervices 2,5 8 4 85 00 Dei,rdre Dolall met-Ijilp'. Fxpensa! 2585 1t9.767 . 00 hartliflow Drilliiig Compai-iv Collstrorlioll Sprvices- -Weil 2586 21 90 Pao( P o Alto Waiov District Water Service 2587 20, 00 H-df-ral EXpress Corporatiotl Express Service. 8 t'i (366,667 . 00 First Americas) fit ](- hisurarice Roth PropertV Purchase H-lig Dipper Comoan"? katwb interest 5 8 9 500,000,00 "irst, American Tit , Iiisilvatire Coelho Prorwity Purchase (Big Dipper ("on)1)a n v R"IfIch I Ilterest 215 9 0 750,000,00 F i rs t, A iii e r i c a ri T i t IEe I I i s I I r as 11 re Corte Madera Property Purrhaso Gomt)anv 2591 1 ,W)O, 25 Dav i d it Fisher Legal Services 25 921 11 5,,.? l Orestt,N! Suppliers , llo, . Field supplips 2,593 2 ,W34 35 Robert M. Garcia Corist-r-110JOI) Maiiaf,Yeipoiit Iervices 2594 347 . 01 Garcia Well & Pump Pumo Repair 2595 19 2 . II,`) General Gi,aphics Hoador for Portable Dispkiv 2596 61 , 32 Gibson Studio i d e-, 2 5 97 1 8,39, 19 Herhert. Grench -corifereiice Expei) es and Local Meetiog Expense 2598 352 . 50 H & 8 management Asbestos Ii-tspectioti 25 9 19 21 027 . 3 5 The Forme Depot Slipp I i t>s fol. Ranger Res i detwe 2600 198.00 fiotiovwO I Protpetioti Services Burglar Alarm Maintet'iatice f,(,(, 2601 1 368.28 Jeda Pub I i c.Klt. i oils Brochures 2602 206,96 Jobs Avaiiahle , Inc: . Advertisements 2 6 Wi 169, 74 Keehle & Shuchat PhoTopraphy Fihv slides, arid Processjtisl 2604 400, 00 Killrov Pest- Cotitrol , illc . Parkit-irt Lot Wef,,-ed Gotitrol Claims No. 92 10 Meeting 92-1`,, Date: MaV 27 . 1992 MIDPENINSrLA REGIONAL OPEN SPACE DISTRICT 4 Amn"nt Name Upscription 2605 8.333.63 Dennis Kohn & Associates . Inc. Architectural Services--Ranger Residence 2606 242 .61 Langley Hill Quarry Baserock 2607 350.00 Lpvinson Associates Training Session 2608 63. 55 Los Altos Garbage Company Dumpster Rental 2609 0.43 Mc Whorter' s Office Supplies 2610 179 .00 MicroAge Computer Centers Ecruipment Repair, 2611 600,OD Mobile Radio Resources License ana Uonsul tan t Fees--Radio System 2612 71 . 11 Monogram Sanitation Sanitation Supplies 2613 1 . 160.00 NRPA Papific Region Office Maintenance Management School Registration--P.Congdon & J.Kowaleski 2614 6,90 Norney' s of Mountain View Office Supplies 205 106 79 Northern Enevgy Propane Fuel 2616 832.61 Office Depot Office Supplies 2617 1 .367. 15 Page & Turnbull , Inc, Architectural Services -Piechetti 261H 12,6on.00 Plan Construction Company Constructiran Services- Yiechetti Barn 2619 19 ,49 Regtri Dodge Vehicle Part 2620 :311 ,07 Rich' s Tire Servict-, Tires 2621 968.57 Roy' s Repair Service Vehicle Maintenarrep and Repairs 2622 851 .60 San .Tease: Mercury News Advertisements 2623 67.00 County "f San Mateo Permit Application 2624 96.88 Shell Oil Companv Fuel 2625 41 .56 John Shelton, Inc. culvercs 2626 1 .532.84 Signs of the Times Signs 2627 3,628.35 The Steinberg Group Architectural Services- 0istp! Circie 2628 280.00 Sterling Underground Construciion Backhop Rental 2629 137 .00 sunnyvalp Medical Clinic Pre employmenr, Physica] 2630 1 , 10000 Tom' s Well Service Well Pump Test� 2631 10K00 Enited Parcel Sprvico Ov1lvPrV Service 2632 19.00 United States Oppartmeni- Resource Documents Of Commerce 2633 101 . 22 University Art Center Drafting Supplies 2634 43.75 WhiLmore. Johnson & Bolanos Legal Services 2634 725, 92 Word Products computer Supplies 2635 110.96 The Workingman' s Emporinm Uniform Exjwnse 2636 598, 80 Yardbird Equipment Sales Field Equipment //cJ�ia MAY 0 .) 1992 475 C.EZVanEE1 d�oad PotfoLa. WaLLEy, eaLl f ozrzia 94025 U w � -f7 ex G" r l�..c� (/n �t� 1-�1 ��i/1, �'1�'t �fi5 � ,�i�' �h, •-�/(-�l`9 ' t.� G�i I Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Mar,- 28. 1992 Marcia Kelmer 47.5 Cervantes Road Portola Valley. ( A 94025 Dear Ms. Neimer: Thank you for \-our May 7, 1992 letter regarding bievelists at Lon,, Ridge Open Space Preserve. The District's Board of Directors reviewed tour comments at our Regular Meeting last night. We are sorry to hear that �vour recent visit to the preserve t.vas spoiled by inconsiderate cyclists. The District is current1v developing trail use guidelines. We are aware of the conflicts among different types of trail users. and are trying, to create policies that allow all visitors to enjoy the preserves. Your comments -.;,-ill he forwarded to our Trail Use Committee. Long Ridge is the District's most popular preserve for hick-cling. You ma-,, -,:want to consider hiking at skyline. Monte Bello. or Los Trancos Open Space Preserves. These preserves have trails that are closed to bicvcling;. Sincerely. Robert 1.1(-T,ibbin. President Poard of Directors P�I:kh R cc: Board of Dirprtors, 201 San Antonio Circle,Suite C-1 35 - Mountain View,California 94040 - Phone:(415)949-5500 - FAX:(415)949-5679 General Manager:Herbert Grench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop MAY 121992 MS. JO LASTER - P. O. BOX 488 - EL GRANADA CA. 94018 (415) 726-5805 MidPeninsula Regional Open Space District 201 San Antonio Circle, Suite C-135 Mountain View, Ca. 94040 May 11 , 1992 Dear MidPeninsula: Yesterday, Sunday May 10, 1992, 1 hiked in the Purisima Creek Redwoods Open Space Preserve with two of my friends. We started on the Higgins-Purisima Road trailhead and made out way south up to Tunitas Creek Road. It was perfect , the trail was shaded and had a little ocean breeze to coal us down. We came back by the Borden Hatch trail which is where our problems began. Bicycles ! Out of control bicycles ! Speeding bicycles ! We had at least six groups of cyclists pass us on our way down the trail , four of which were completely out of control . They came around the bends at ridiculous speeds and yelled at us. We jumped to the side and just prayed that they could pass us without hitting us. It was a terrible experience and this happened at least four times in the short time it took us to go downhill down the trail . When we reached the bottom part of the Borden Hatch trail we met families with babies in packs, strollers , toddlers, etc. etc. I felt sorry for them. These people were unable to move quickly, their only salvation at that time was that they were facing the bicycles and could see them coming. What is to he done about these bicyclists? 11 they keep up the behavior we saw there is going to be as horrendous accident . Some uL the bicyclists did not even have helmets an and if their bicycloi.,; had hit a log they would have been an their heads. They are an accident waiting to happen. We talked to a Ranger near the trailhcad , he seemed to know the problem but did not know what to do about it. I would like to make some suggestions. 1 . All cyclists must wear helmets. 2. Close the Borden Hatch trail to bicycles. 3. Close the Borden Hatch trail to hikers. 4. Give the bicycles an area of trails for themselves and let them destroy themselves without involving innocent hikers. 5. Radar gun the bicycles and give them tickets. Problem is how do you stop them, we certainly couldn 't. 6. More rangers" more enforcing of rules, trouble is that is expensive. 7. Devise some means of slowing down the cyclists, maybe by barriers at strategic points on the trail which would force them to get off their bikes and walk for a few yards. Trouble is the barriers would have to be well marked from as distance. We have horse barriers, why not bike barriers. I think this might be an idea worth pursuing. Finally, I would like to suggest you get in touch with the Marin Municipal Water District who are having the same troubles with bicycles on Mount Tamalpais and see if they have any ideas, as pool of brainpower is always useful and hopefully could lead to some constructive ideas. I hope my letter is of some help to you, I love your trails and hope to introduce more of my friends to them, but I don ' t want to be injured in the process. Sincerely, Jo Laster ?RO?OStD SY STAFF RES?ONS d Board President Act'' spond Ac,,..Ied&e/Re --------- Sta Acknowledge/Respond cknovIeW/Respond lw/ Draft Response Attached Draft I be Directed to prepare t1o, per Staff to for Hoard Co asidera --------- Response tive(s) Board Direc No Response Necessary Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT DRAFT RESPONSE PREPARED BY STAFF FOR BOARD CONSIDERATION Jo Laster P.O. Box 488 El Granada. CA 94018 Dear Ms. Laster: Than],, you for your May 11. 1992 letter regarding bicyclists at Purisima Creek Redwoods Open Space Preserve. The District's Board of Directors revie!�-ed your comments at our Regular Meeting last night. We realize that bicycle use on trails has increased. and that some cyclists have been riding, irresponsibly. The District is concerned about the safety of preserve visitors. Our Trail Use Committee has been working for almost three years to develop trail use policies. There has been extensive public participation in this process. We have also talked with representatives from other agencies to find out what they are doing, to manage the demand for multiple uses on trails. Our goal is to accommodate a variety of trail uses and provide a safe and enjoyable experience for all visitors to our preserves. Your comments will be forwarded to the Trail Use Committee. We appreciate your sn-gestions. Sinepreiv. Robert McKibbin President. Board of Directors RM:kh c(,,: Board of Directors 201 San Antonio Circle,Suite C-1 35 - Mountain View,California 94040 Phone:(415)949-5500 - FAX:(415)949-5679 General Manager:Herbert Grench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT tirr ci q, 7'r!-.r o 3 t.)C s 't t o f. 2' i t 1 `' .,.p� D o c r'Z± f` -- S s J `^•w".-r w.j� cl _i.,9 92 (1, k:i"t,- 1"7 i"1 (.1 '1"l^,_-:'. 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TM w'r',2'4', u .c1 yr c B v n;a" * `-.e r t.o c .1 ':.c).� 1.1 a{�,y, T k r")°„ p s.7 rat .. " 71, �}�.". `. 7 r)?`n ':'-t i cl.'J t t 1-- �4 c y t r',27-= 201 San Antonio Circle, Suite C-135 a Mountain View,California 94040 a Phone:(415)949-5500 FAX:(415)949-5679 General Manager:Herbert Grench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop DOCENT TRAINING SPRING SCHEDULE March 10, 1992 - June 20, 1992 Tuesday evening sessions will be held at the District office. Saturday field trips will convene at preserves or in parking lots to carpool, as announced in class. In addition to these events, trainees are encouraged to attend as many as possible of the public docent-led walks advertised in the Walks and Hikes flier. March Tuesday, March 10 Introductory meeting to get acquainted with each other and with MROSD. 7:00 - 9:15 PM Course overview. Guest speaker: Herb Grench, MROSD General Manager Tuesday, March 24 A "hands on" approach to basic ecological concepts. Instructor: 7:00 - 9:30 PM Dr. Irene Brown, Research Biologist at Jasper Ridge Biological Preserve. Saturday, March 28 "Introduction to Biotic Communities." Overview of many communities, 9:30 AM - 4:00 PM with emphasis on broad differences and identifying species common in each community. At Jasper Ridge Biological Preserve. Instructor: Diane West-Bourke, naturalist at Rancho del Oso and an instructor at Foothills College. April Tuesday, April 7 "Basic Concepts for Interpreting Signs of Wildlife." Presentation will 7:00 - 9:15 PM include a slide show and specimens. Instructor: Nancy Rankin, Science Educator. Saturday, April 11 Field trip on Waterwheel Creek Trail and at Picchetti Ranch Area 10:00 AM - 3:00 PM of Monte Bello Open Space Preserve. This trail is very popular for twilight full moon walks. The ranch is the site of a turn-of-the-century family winery, which is being restored. Saturday, April 25 "Field Botany." Basic botany, in context of grassland and chaparral 10:00 AM - 4:00 PM plant communities. At Monte Bello Open Space Preserve. Instructor: Diane West-Bourke. Tuesday, April 28 "Overview of Land Acquisition Policy" by Craig Britton. "Interpretive 7:00-9:30 PM Techniques Resources," a field game experience with D. Gallagher and "Web of Life" game led by Carleen Bruins. May There is a possibility of a sequel to the April 7 "Interpreting Signs of Wildlife" with Nancy Rankin, if there is sufficient interest. Date to be determined. Saturday, May 16 "Interpretive Techniques in the Field." Stimulating interest and interaction 10:00 AM - 4:00 PM in your audience. Skyline Ridge Open Space Preserve. Instructor: Michael Koslosky, Supervising Naturalist, Hayward Area Recreation and Park District. Tuesday, May 19 "Creepy Critters." Basic information on selected spiders, reptiles, 7:00 - 9:30 PM mammals, and birds. Live specimens highlight this popular presentation. Instructor: Ira Bletz, Supervising Naturalist, East Bay Regional Park District. Wednesday, May 27 Attend MROSD regular Board meeting at District Office. Your chance to 7:30 - your choice see the District's Board of Directors and staff at work, and to observe the public participation process. Class convenes later to see videos and discuss practicum hikes. Saturday, May 30 "Natural History of Riparian, Mixed Evergreen, and Late Spring Grassland 10:00 AM - 4:00 PM Communities." At Stevens Creek Nature Trail on Monte Bello Open Space Preserve. Instructor: Diane West-Bourke June Saturday, June 6 "Ethnobotany: Early Uses of Native Plants" at Long Ridge Open Space 10:00 AM - 4:00 PM Preserve. Instructor: Bev Ortiz, Naturalist for East Bay Regional Park District, who writes regularly for News from Native California. Saturday, June 20 Hike A: "Docent Skills Practicum" hike. Trainees are the leaders for field 10:00 AM - 4:00 PM presentations at Thornewood OSP. or Saturday, June 27 Hike B: "Docent Skills Practicum" hike. 10:00 AM - 4:00 PM Same as June 20. Open Space 1 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-92-60 Meeting 92-13 May 27 , 1992 AGENDA ITEM License with Sempervirens Fund and Stuart Rojs czer to Construct and Monitor a Research Well ASSISTANT GENERAL MANAGER ' S RECOMMENDATION Authorize the general manager to enter into a n"s`e agree ent with the Sempervirens Fund and Stuart Rojstaczer to construct and monitor a well at the head of the San Lorenzo Watershed. Discussion: The District currently has an option to purchase a parcel of land at the intersection of Highway 9 and Skyline Boulevard (Saratoga Gap) . The parcel is owned by Sempervirens Fund. District staff and the Sempervirens Fund were recently approached by Stuart Rojstaczer , a professor of geology at Duke University, regarding the possibility of drilling and monitoring a well for scientific purposes on the parcel . He has obtained grant funding from the National Science Foundation to conduct a hydrogeologic study of the upper San Lorenzo Watershed. The study involves drilling a 600 foot deep well and monitoring the well over a period of approximately two years . The well will be drilled at no cost to the Sempervirens Fund or the District , and the condition of the property will be adequately protected under the terms of the license agreement . At the end of the two year period, the well will be temporarily capped. The well will be available for use at a later date in the event water is ever needed on the property. District staff has prepared the license agreement and will be responsible for monitoring the license. District legal counsel has reviewed the license . Prepared by: Mary Gundert , Open Space Planner Contact person: Same as above 201 San Antonio Circle,Suite C-135 • Mountain View,California 94040 • Phone:(415)949-5500 • FAX:(415)949-5679 General Manager:Herbert Grench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop LICENSE SARATOGA GAP RESEARCH WELL This License is made by and between The Sempervirens Fund, hereinafter called OWNER, and Stuart Rcjstaczer, hereinafter called LICENSEE. The Midpeninsula Regional Open Space District, hereinafter called OPTION-HOLDER, is also party to the agreement as holder of an option on the subject property. The parties hereby agree as follows: 1.0 PROPERTY OWNER grants LICENSEE permission to enter owner's property located at the west corner of the intersection of Highways 35 and 9, otherwise known as Saratoga Gap. The parcel is located in Santa Cruz County and the assessor's parcel number is 088-221-04. The map identified as "Exhibit A" shows the location of the parcel. 2.0 PURPOSE The sole purpose of this license is to accommodate installation and monitoring of a 600-foot deep well in order to gain an understanding of the hydrogeologic characteristics of the upper San Lorenzo River watershed. The monitoring of the well will primarily occur during the summer months (June through September) during 1992 and 1993. At the end of the term of this license, the well will be secured by LICENSEE and available for future use by OWNER. 3.0 CONSTRUCTION CONDITIONS a. The specific location for the well is subject to the mutual approval by OWNER and OPTION-HOLDER. b. LICENSEE will be responsible to secure all necessary permits from the agencies having jurisdiction, to construct, maintain, and monitor the well. Copies of all permits and correspondence with all permitting agencies or others will be forwarded by LICENSEE to OWNER and OPTION-HOLDER. C. LICENSEE will provide OWNER and OPTION-HOLDER with Well-Drillers Certificate of Insurance. OWNER and OPTION-HOLDER should be named as co-insured. Well-Driller should be a licensed contractor. d. Vehicular access shall be limited to a drilling rig and other necessary vehicles. e. LICENSEE will restore surrounding area to original condition at the end of term and cap well for potential future use in accordance with the rules and regulations of the permitting agencies. 4.0 MONITORING CONDITIONS Monitoring of the newly completed well shall be subject to the following conditions: a. Monitoring shall be performed by LICENSEE. b. Monitoring shall be performed by pedestrian access only. C. Area of monitoring shall be kept in a neat and clean condition at all times. 5.0 TERMS This license shall commence at the time of execution hereof by OWNER and shall terminate on September 30, 1993. 6.0 DAMAGE and LIABILITY LICENSEE shall be responsible for any and all personal injury or property damage on the Property caused by his acts or omissions on the property, and shall indemnify OWNER and OPTION-HOLDER against any and all claims, liabilities, or losses, including attorneys fees, on account thereof. 7.0 EARLY TERMINATION This License may be canceled by mutual agreement of OWNER and LICENSEE. 8.0 WRITTEN NOTICE Any notice required to be given hereunder, or which either party may wish to give, shall be in writing addressed as follows: To LICENSEE: Stuart Rojstaczer Duke University Department of Geology Durham, NC 27706 To OWNER: Sempervirens Fund 2483 Old Middlefield Avenue Mountain View, CA (415) 968-4509 Attention: Verlyn Claussen, Executive Director To OPTION-HOLDER: Nfldpeninsula Regional Open Space District 201 San Antonio Circle, C-135 Mountain View, CA 94040 (415) 949-5500 Attention: Mary Gundert, Open Space Planner IN WITNESS WHEREOF, this license has been made, executed and delivered as of the date and year of the last signature below. LICENSEE By — Date Stuart Rojstaczer OWNER By — Date Verlyn Claussen, Executive Director SEMPERVIRENS FUND OPTION-HOLDER By — Date H. Grench, General Manager MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT May 28 , 1992 Dear Neighboring Property Owner: As you may be aware, the Midpeninsula Regional Open Space District ' s Board of Directors is considering establishment of a benefit assessment district to help fund the purchase of the 280 acre Vidovich property near your property. The results of a recent public opinion survey were very gratifying. They showed strong support for helping fund the acquisition. The Board ' s goal is to raise just 10% of the $9 . 3 million purchase price from owners of nearby properties . The District is holding an informal meeting for the proposed assessment area to explain the process and answer your questions . It will be held at 7 : 30 P.M. on Tuesday, June 9 in the multi- purpose room at Bullis-Purissima Elementary School , 25890 Fremont Road, Los Altos Hills . Our initial staff report is enclosed for background information. Sincerely, Robert McKibbin, President Board of Directors RM/dz enclosure 201 San Antonio Circle,Suite C-1 35 - Mountain View,California 94040 , Phone:(415)949-5500 � FAX:(415)949-5679 General Manager:Herbert Grench Board of Directors:Katherine Duffy,Robert McKibbi n,Teena Henshaw,Gin ny Babbitt,Nonette H anko,Betsy Crowder,Richard Bishop JASPER COOPER FRANK J.CRONIN RANOOLPH W.LEPTIEN LEPTIEN -- CRONIN — COOPER, INC. CIVIL ENGINEERS W 3855 ALHAMSRA AVE. MARTINEZ,CALIFORNIA 94553.3881 TELEPHONE 228.4218 May 22, 1992 Herbert A . Grench General Manager Midpenninsula Regional Open Space District 201 San Antonio Circle Mountain View, CA 94040 Re: Proposed Assessment District No. 1992-1 (Vidovich Acquisition) Dear Herb, I am enclosing our preliminary study on the formation of the referenced assessment district. As proposed the District would contain 1021 parcels , 19 of which are publicly owned and not assessable . The boundaries of the proposed district are similar to those proposed in your initial reports to the Board . The assessments as proposed would vary from $106 per year for those properties which abut open space to a low of $69 for a few small- er lots near the freeway . The majority of property owners would pay an average annual assessment of $85 per year . A map showing the proposed boundaries of the assessment district is attached to the report. The map dated 5/21/92 and assessments are preliminary and subject to change . I will be pleased to review the study and delineate the various zones of benefit at the May 27, 1992 Board Meeting . Also enclosed is a set of mailing labels for your use . Very truly yours , LE P -CRONI -COOPER, INC . Ran olp,ii eptien i RWL:bm Encl . 92026 PRELIMINARY STUDY on the formation of MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ASSESSMENT DISTRICT NO . 1992-1 (VIDOVICH ACQUISITION) Prepared by : LEPTIEN-CRONIN-COOPER, Inc . Civil Engineers Martinez , California May 22, 1992 Contents Introduction 1 . Special Benefits of Vidovich Open Space Acquisition 2 . Proposed Boundary 3 . * Varying Benefit within the Assessment District 4 . Quantification of Benefit S . Proposed Annual Payments 6 . Proposed Principal Assessments 7 . Estimated Total Assessment Amount 8 . Estimate of Cost 2 INTRODUCTION The purpose of this preliminary study is to discuss the rationale that will become the basis for the Engineer's Report on the proposed Assessment District No• e 992-1Boar . on June Engineer's 1992 ep rt, scheduled to be presented to th ill contain the following components : « Plans and specifications for the improvements • An estimate of cost of the improvements « A diagram for the assessment district « An assessment of the estimated costs of the improvements * An estimate of the principal amount of the bonds or notes to be issued a . Plans and specifications . The "improvement" for this as- sessment district is the acquisition of open space. The report will contain a legal description of the land to be acquired . Since no improvements are to be constructed, plans and specifications will not be included in the report . b. Cost Estimate. The acquisition of the Vidovich property is estimated to cost $9 . 3 million . The "goal" of the assess- ment district is to raise approximately 10% of the total or $932, 000 . The Board has further requested that the average individual assessment for a typical single family residen- tial parcel not exceed $85.00 per year . Since the annual amount is the limiting factor we will work backwards in this study and determine the Cost Estimate from the average amount . C. Assessment Diagram . The assessment diagram will show the boundary of the proposed district and parcels to be includ- ed . A separate entitled "Proposed Boundaries . . " will also be prepared and recorded . The assessment diagram and boundary map will make reference to the assessors maps for the detailed lines and description of the various lots to be included and assessed . The selection of the boundary for this assessment district is key to the report in that the improvements (the acquisi- tion of Vidovich property) are not being constructed or acquired on the property to be assessed. This study pro- vides rationale as to selection of that Boundary. The rationale sites proximity, physical barriers and the public survey as key factors in boundary determination. 3 d. Assessment of Cost. The engineers report will contain an assessment roll . The roll will identify the principal amount proposed to be assessed to each parcel . A statement as to the method used to distribute the cost will also be included . The method and the assessments will reflect the Engineers opinion of the relative benefits to be received by the individual parcels, respectively, from the acquisition of the Vidovich property . A brief discussion of the special benefits which open space affords neighboring properties has been included . These benefits have been quantified in order to determine relative benefit . Factors represent the variation in benefit to the various parcels due to location and in a few instances parcel size. The benefit factors are used to calculate typical annual and principal assessment amounts, using the 485 . 00 amount for a typical parcel (Zone 5) . This study, as submitted or as modified in any respect will become the basis for the formal Engineer's Report. It is intend- ed that the study be presented to the property owners prior to adoption of the formal report by the Board . The Board may direct the revision of any matter provided in the study including the the boundary, the total assessment or the amount of any individu- al assessment . The Engineer may also recommend revisions based on the input received at the property owners meeting . 4 1 . special Benefits of Vidovich open Space Acquisition Acquisition Of open space (Vidovich) will benefit neighbor- ing properties in that it will improve the quality Of lifeThe benefits to the be afforded present and future residents • received by neighboring or "local" properties exceed regional or general benefits which open space acquisition provides . The additional or "special" benefits to be re- ceived by "local" properties include the following : Prevention of additional traffic and other adverse environmental effects of development Views of untouched hillsides Proximity to a recreation area via neighborhood access 2 . Proposed Boundary a . Distance The distance between properties to be assessed and the land to be acquired is critical in terms of special benefit. Land located more than a reasonable distance from the Vidovich property cannot be expected to bene- fit more from this open space than from other dedicated open space . There is no rule which determines the distance whereby benefit ceases to be special and becomes general . Property located farther than walking distance from Vidovich would seem to be too remote to receive special benefit . For the purpose of this study walking distance is considered one mile . b . Physical Barriers Physical barriers are as significant as distance in determining the boundaries of special benefit in that they tend to isolate the territory specially benefited by the improvement . In the case of the Vidovich Acqui- sition physical barriers are provided by the Rancho San Antonio County Park to the east, the 1 260 (Junipero Serra) Freeway to the northeast, Foothill College to the north, the Hidden Village Open space to the west, the Duveneck Windmill Pasture Area and Ranch San Anto- nio Open Space to the south . A definitive physical barrier to the northwest does not exist . The ridge line north of Moody Road seems reasonable . Trail access from Moody Rd to Vidovich is available and of special benefit to Moody Rd . properties . 0 . Survey Results The public opinion survey commissioned by the District and conducted by J . Moore Methods of Sacramento indi- cated strong support for participation in an assessment district by property owners west (south west) of 1 260 . The survey indicated only marginal support from property owners east (north east) of 1280 . This could indicate that property owners northeast of I 280 do not find that the acquisition of the Vidovich property is of special benefit to their property . d . Summary The property which will receive special benefit from the acquisition of Vidovich is located within walking distancd (a mile) of the access to the open space. The property which receives special benefit is delineated by physical barriers which separate the lands proposed to be assessed from those which do not. Finally, the boundaries of the land specially benefited have been somewhat identified by an affirmative response to the public opinion survey conducted on the subject of the assessment district. The proposed boundaries of the assessment district are shown on the attached preliminary map entitled "Pro- posed Boundaries . " 3 . Varying Benefit Within the Assessment District The relative benefits received by individual parcels may vary considerably based on: « Proximity as it relates to views and access . k Parcel Size as it relates to use and value . * Parcel location as it relates to reduced traffic and congestion afforded by the open space . a. Proximity Property which is adjacent to the open space will receive increased benefit from the spectacular views of unspoiled wilderness . Additional benefit will be derived by these properties from immediate access to trails . While the views may vary from parcel to parcel the existence of the view for a given parcel will have a residual impact on neighboring parcels, ie those across the street. These parcels will benefit indi- rectly with respect to the view and directly with respect 'to access . By inspection a line 1000 feet or approximately 0 . 1 mile from Vidovich designates parcels perceived to have increased benefit owing to proximity to the proposed acquisition. For the purpose of this study the term "view" is meant to incorporate benefits such as preservation of natural fern and fauna, and other natural value that would be lost to development . 6 b. Parcel Size The vast majority of the parcels within the proposed assessment district are single family residential parcels (lots) from 30, 000 to 40, 000 square feet in size . Lot size often is related to lot topography and set back requirements . Dwelling unit sizes and result- ing land use is fairly consistent in spite of differ- ences in lot size. Thus parcel benefit is seen to be independent of minor differences in lot sizes . There are, however, several parcels located near the southwesterly intersection of 1280 with Magdelena Ave . and south of Eastbrook Ave. near W. Loyola Dr. which are considerably smaller than average. ( 12, 000+ sq . ft) . The benefit to these parcels will be less . C. Parcel Location Access to a Vidovich property development would likely be via Stonebrook Dr. , Ravensbury Ave. and possibly Olive Tree Lane . It is unlikely that traffic from development on this property would pass onto streets feeding onto Moody Rd. Thus, benefits from reduced traffic would apply more to properties which feed onto Mora Dr . , Stonebrook Dr. and Magadelena Ave. and less to those which feed onto Moody Rd . Properties located west of the east end of Moody Rd. would therefore benefit somewhat less from the elimination of future development . 4. Quantification of Benefit In order to relate the benefit received by one parcel relative to another, it is desirable to select a parcel which represents a basic unit. The parcel that abuts open space has been selected as the basic unit of assessment. The benefits from open space have been said to include recreation, view and reduced traffic congestion . Lot size was also said to be a factor for some parcels . If the basic unit of assessment is said to be divided equally amount the four categories of benefit, each category will comprise one fourth of a unit . The benefit received by other parcels within the Assessment District identified by comparing the relative benefit received in each category to the basic unit. 7 The factors listed in the table below reflect judgment based on the discussion contained in the previous paragraphs . RECRE- REDUCED ZONE DESCRIPTION SIZE ATION VIEW TRAFFIC TOTAL 1 ABUTS OPEN SPACE & EAST OF EAST END OF MOODY RD. 0.25 0.2S 0.25 0.2S 1.00 2 WITHIN 1000 FT. OF OPEN SPACE & EAST OF EAST END OF MOODY RD. 0.2S 0.25 0.20 0.25 0.95 3 ABUTS OPEN SPACE & WEST OF OF EAST END OF MOODY RD. 0.2S 0.2S 0.25 0.15 0.90 4 WITHIN 1000 FT. OF OPEN SPACE & WEST OF EAST END OF MOODY RD. 0.25 0.25 0.20 0.15 0.85 5 GREATER THAN 1000 FT. FROM OPEN SPACE & EAST OF EAST END OF MOODY RD. 0.25 0.15 O.1S 0.25 0.80 6 GREATER THAN 1000 FT. FROM OPEN SPACE & WEST OF EAST END OF MOODY RD. 0.25 0.15 0.1S 0.15 0.70 7 GREATER THAN 1000 FT. FROM OPEN SPACE & REDUCED LOT SIZE & EAST OF EAST END OF MOODY RD. 0.10 0.15 0.15 0.25 0.65 The total factor, reflects the relative benefit received by a single family residential (SFR) parcel when compared to a SFR parcel which abuts the Vidovich open space. The rela- tive benefit to be received by a parcel other than a SFR parcel is calculated by multiplying the estimated number of future SFR parcels times the appropriate benefit factor. S . Proposed Annual Payments Letting the assessment for a typical SFR parcel located more than 1000 feet from the open space and east of the east and of Moody Rd. (Zone 5) equal to $85 per year we can calculate assessments for other zones by multiplying by the ration of benefit factors as follows: Zone Annual Assessment 30 Yr. Total__ 1 85 * 1 . 00/ . 80 $106 . 25 $3, 167. 50 2 85 * .95/ . 80 $100 .94 $ 3, 028.20 3 85 * .90/ .80 $95 .63 $2, 868. 90 4 85 * .85/ . 80 $90 . 31 $ 2,709 .30 5 85 * .80/ . 80 $85 .00 $2,550.00 6 85 * .70/ . 80 $74 . 38 $2, 231 .40 7 85 * .65/ . 80 069 . 06 $2, 071 .80 8 i 6 . Proposed Principal Assessments Assuming a 30 year bond issue and an average interest rate of 8%, the "cash" value or principal amount of assessment for SFR parcels in each zone would be as follows : Zone Cash or Principal Amount 1 $106 . 25 * 11 .258 $1, 196 . 16 2 100 . 94 * 11 . 258 1, 136 . 38 3 95 . 63 * 11 . 258 1, 076. 60 4 90 . 31 * 11 .258 1, 016 .71 5 85 . 00 11 .258 956 .93 6 74 . 38 * 11 . 258 837. 37 7 69 . 06 * 11 .258 777.48 7 . Estimated Total Assessment Amount As proposed the assessment district will contain 1,021 parcels, 19 of which are public and non assessable. Using the rationale in the preceding paragraphs the estimated total number of assessed units is 806 . 85 . The total princi- pal raised by the assessment district if each property Ifer no pays in cash would be 806 .85 * $1, 196 . 16 property owners pay in cash the total annual assessment collected would be 806 . 85 * 106 . 25 * 30 yrs . = $2, 571, 834. 8 . Estimate of Cost $9, 317, 000 a . band Acquisition Cost b. Incidental Expense Assessment Engineering 10, 000 Bond Counsel 30, 000 Trustee' s Administration Fee 45, 000 Publish, Mail, Printing, Rating Agency 51000 90, 000 Subtotal $9,407, 000 Less Contribution by District (8, 558, 000 ) Bond Reserve Fund 96, 000 Underwriters Discount 20, 000 Estimated Total amount to be assessed . 965, 000 This cost estimate is very preliminary at this ,puncture. 9 LEA: v� .� P■MTF —r—r■ ASSESSMEfi OIQTTICT 90LRtt W ` O OfTY LIwT LIE LC/T LIE \ 1 . ASSESSORS 9"NUk*" O � , _ '• Y ASSESSORS PAGE fa BER \/�\%/fit •s`�• ASSESSORS PAGE ME / O �� \`�`•t •,w•• �� ■, C o L L c a[ t ASSESSORS BOOK L!E \ �\ ., f .4. KN PROPOSED BOUNDARIES gliall MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ASSESSMENT DISTRICT NO. 1992-1 \ `� i• [ �,� , �\ (VkDOVICH ACQUISITION) 1 SANTA CLARA COUNTY. CALIFORNIA i 1 FILED I■ TM Orl1C[ OF TIME CLER[ Or THE rIDPEHINSbIJI REGIONAL 1 •t / OPEN SPACE DISTRICT. COrrT7 OF S"WrA CLARA. STATE 0► CALIFONIIIA, TNIt PAT OrCLERK 11ipPOlI1150IJ RW[OML ORg tPAG[ DIHTRICT I MEREST C1�2Tr2 THAT TH OF IS HA? WAS APPROVED ST THt BOARD I I DIRDCTORS Or T7E MID![R IMSt•[L REGIONAL O0R2 SPACE DISTRICT, _ CLARA, Or CALIFORNIA AT A REGULAR NEETTMO w 1 1 COLHKTY Or SAAIZA DAY OF I 1 , �:: :•� %::'':•_:%.�.:::'.---'�::'.'•:::'-: 1 THQIROF. MILD ON t•NN 1 I � 19_1 RI ITS R[SOLRTION ISO. 1 I , �•�%�"�-•�_ _ �--Y�'"X-, CLERK %':•: tlIDDRNIMStII•A RIOIONAL ORtN fPAC6 DINTHIC2 „_DAY OF �. 19_. AT YTic eooR OF FILED THIS r. ..�.�r�r���^���•�����•���r��—�-- — -'-- • _ _ O'CLOCK[ .H. IS BOOK OF NAes of _— __�—.- p'' \ I -l•-: -�•l'%�• AS8655N611T AIH) COIMrP1TT FACILITIES DISTRICT'S IH THE OFFICE OF •♦•'t:':::;•::':ti'•:,::_:J •:=::- THE COCHTT RPCORDRR or TM COORTZ Or SARTA CLARA. STATE OF CALI- FORrIA. COUNTY RVCORDER E6-W T or SARIA cLAJA. STATK OF CALIFORIIIA 111 MOTE I [;•:::::::::;.:::: RRrKRRNCE It XVMT HAD[TO TM,'NAPS Of RZqM0 IN TIQ WFue Or I. . . - - PR UY:LEFFMA-CROMM40OPM Ry t 4^ TN[ ASSESSOR OF TLL[ COURTY OF S;LOAS ✓Yl FOR A D9711ILED ' DESCRIPTION OF TIM LINES AND DTNLNSIONS Or ANT PARCILS SNOIrN � \ ...• ., �� i PROPOSED BOUNDARIES �•••- - ULA REG ZONAL OP EN S PACE e MIDP ENINS DISTRICT . - I ASSESSMENT DISTRICT NO. 1992-1 i pis . • �• , a' (VIDOVICH ACOUISITION) •J �; r ^'� '� �:' \ SANTA CLARA COUNTY. CALIFORNIA ]- i LEGEND: �•� �� �,/ •�r •`� t _ o, / rrrwr AssESSiIEFlT DISii#Ci DDl1'KIA1Y C(TYIJfTLm Lor Lm �. j 4� � ,_ j• t :>.T`�_ r •e ..L4�• y •\ _ t � •;\ / �_ j—• - �= ;EMI wwMK� FT _-Y. t_1= � '• _ ASSESSORS BOOK MJ11BF3t !, _'-t::_•'}•:•: L- _' --1^y :—! • • '` / �� `n,�` ASSESSORS PAM Wt�ER -= !: }: :• `/ , 1 •!•• •• ( ASSESSORS PAGE LM w •. - i / 3 i • ASSESSORS SOR3 BOOK - r �t• / t 1 �•�v r 1- �i i w e,. o.•' k i Y' / d' iY• , i i� a• :f 7 _ _ 1: < / a .+• 1 '1 �r I_r 1•. _ 1 - 4 4 •w. I -•.�::}�'::':::';tip�::✓:ti�:�;:;:}�}:-:��::�.;:._.-}:::::-7'}}::-:::}.:}•.:�::.� `/`/ y•..: ; 4 I a}- 4 t' 3 a n, , r • r r l �y 1 iiw�iiWr'i�rwi•r �Y��rrrr� •.. .. 4 Oil i r 51'LIf q2 ,� I 24A RY I sa •o - PRELIM a s `• _ §' 92MB BFffT 2 OF 2 Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-92-61 Meeting 92LL-13 May 27 , 199 AGENDA ITEM Proposed Addition of the Corte Madera Partnership Property to the Windy Hill Open Space Preserve -- C . Britton Report will he delivered under separate cover. 201 San Antonio Circle, Suite C-135 ° Mountain View,California 94040 Phone: (415)949-5500 - FAX:(415)949-5679 General Manager!HerbertGrench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop Open Space 1 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-92-61 Meeting 92-13 May 27 , 1992 AGENDA ITEM Proposed Addition of the Corte Madera Partnershi operty to the Windy Hill Open Space Preserve ASSISTANT GENERAL MANAGER'S RECOMMENDATIONSV 1. Adopt the attached resolution authorizing purchase of the Corte Madera Partnership Property. 2 . Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report, including naming the property as an addition to Windy Hill Open Space Preserve. 3 . Indicate your intention to withhold this property from dedication as public open space at this time. 4 . Direct staff to investigate the formation of a Benefit Assessment District to assist with the funding for this acquisition. DESCRIPTION This 194-acre property is the key undeveloped property necessary to complete Windy Hill Open Space Preserve. It is situated between the two northeasterly-reaching arms of Windy Hill Open Space Preserve (see attached maps) . Alpine Road bounds the property to the east, while Windy Hill Open Space Preserve and five small properties border the property on the remaining sides. The sellers currently own 200 acres, but will retain a developed 6-acre parcel. Four additional inholdings are located within the interior of Windy Hill. All of the inholdings are developed with homes. The lower elevation of the property is dominated by an oak- studded ridge located between Jones Gulch and Fitzpatrick Creek. The ridge helps to form the scenic backdrop to the Town of Portola Valley. The riparian side slopes are vegetated with plants typical of a redwood forest community. The upper reaches of the property are covered with a mixture of chaparral on the steep exposed slopes, oak woodland forest, and redwood forest at the highest elevations. Stone gates mark the access to the property from Alpine Road in 201 San Antonio Circle,Suite C-135 • Mountain View,California 94040 . Phone:(415)949-5500 • FAX:(415)949-5679 General Manager:Herbert Drench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop R-92-61 Page 2 Portola Valley. A narrow private driveway follows the creek up Jones Gulch, traversing the ridge and climbing to the upper private parcels. The District will obtain an easement where the private driveway crosses the 6-acre parcel retained by the seller. Initial site visits also indicates that the driveway connects with two roads on the Windy Hill Open Space Preserve. One road is impassable due to landslides; the ranch road is passable. However, staff has not completed an investigation of the easement rights in this area, which may require meetings with the owners of the adjoining property. A secondary road forks from the private driveway approximately 0.8 miles from the stone gates. This road terminates at the remains of Patricia Law's Homestead. The homestead was once part of the Lauriston estate, owned and constructed by Herbert Law, a wealthy San Francisco businessman. The huge sandstone building, known as Patricia Law's Homestead, was built during the 1930 's but never completed. It was to be the last building constructed on the estate. The property was sold to John Neylan before the homestead was completed. The homestead burned in 1971, leaving only the exterior walls. The interior walls have been vandalized over the years and were further damaged during the 1989 earthquake. The foundations of a garage, stable, and greenhouse are located approximately one- quarter mile away. The area surrounding the homestead once included elaborate gardens. The walkways and stone walls are overgrown, but still in place. USE AND MANAGEMENT PLAN Planning Considerations The property is located within the Town of Portola Valley. The property's zoning allows low density residential development based on slope density calculations. Preliminary investigations indicate 23 lots could be developed; however, their placement would be subject to town review of the soils conditions and other features. The town generally encourages clustering of development on large parcels such as this, with the remaining land dedicated as open space. The cluster development would most likely occur along the main ridge and the area of the homestead ruin. Development along the ridge would have the greatest visual impact on the surrounding area. The ridge can be seen from Portola Valley Bank and other developed areas of Portola Valley. The District will receive fee title to the private driveway located on the subject property. The District will also obtain an easement on the driveway extension across the retained parcel. Maintenance costs for the driveway will be the obligation of the owner of the retained parcel as long as the District takes reasonable steps to prohibit public motorized use. The road R-92-61 Page 3 would be open for patrol use, site maintenance purposes and public trail use if deemed feasible by the District. Several trails from the Portola Valley Trails Plan affect this property. A trail commonly known as the midlevel trail traverses this property at a point midway between Alpine Road and Skyline Boulevard. The trail would connect with the Hamms Gulch Trail and the Razorback Ridge Trail on the preserve. A trail known as the Jones Gulch Trail also crosses a portion of the property. In addition, a trail through the area of the homestead ruin and connecting to the midlevel trail to bypass the private driveway is being considered. The homestead buildings will be removed and the surrounding area restored to a natural condition. Staff and a structural engineer have investigated the possibility of retaining a portion of the building for historical interpretation purposes. The engineer believes it would be possible to keep part of the building. The stable, garage, and greenhouse foundations would be removed. The walkways, garden walls, and footings for the fountains would be cleaned up to remove any hazards, but probably would be left as a sample of the history of the area. Removing the structure, foundations, and cleaning up the garden grounds would cost approximately $75, 000. This estimate is based on the possibility of burying some of the rubble on site and salvaging some of the sandstone blocks. The cost would be shared by the seller and the District, with the seller paying for the first $25, 000 of the demolition, and the District and seller dividing the remaining amount. In order to assure the seller's participation in the demolition, the District is agreeing to support on-site burial of the rubble. Therefore, if the cost of demolition is $75, 000, the seller would pay $50, 000 and the District would pay $25, 000. District staff will coordinate the demolition. once the demolition is complete, the District will deduct the amount the seller owes from the next payment on the property. Initial consultation with the engineer from the Town of Portola Valley indicate that the town typically requires demolition material to be properly disposed of outside the town limits at a legal dump site. The engineer indicated a variance from this practice would require approval by the town geologist, and consideration by the conservation committee. Staff will pursue this possibility with the town. Preliminary Use and Management Plan Recommendations Dedication: Withhold the property from dedication as public open space at this time in accordance with the terms of the Purchase Agreement R-92-61 Page 4 Name: Name the property as an addition to Windy Hill Open Space Preserve Signs: Install private property, closed area, and preserve boundary signs where appropriate. Roads: Investigate road rights to determine road connections to the upper portion of Windy Hill Open Space Preserve. Maintain road to homestead ruin for patrol purposes Cleanup: Temporarily fence homestead ruin area and post as closed. Contract with a structural engineer to prepare demolition plans and further investigate safely retaining portions of the structures on the property. Staff will meet with the District's insurance carrier to obtain a determination if a portion of the building can be safely retained from a liability perspective. Staff will return to you for authorization to go to bid once the insurance carrier's opinion is obtained and the engineer's plans are complete. Public Safety Review: Staff has performed a preliminary inspection of the site. The remains of the homestead ruin will be fenced and the area will be posted "Closed" until demolition and clean-up of the area can occur. TERMS AND FUNDING The attached Real Property Transfer Agreement for acquisition of 194 acres of the Corte Madera Partnership Property is not the District's standard form of agreement. The negotiations were based upon the District's cash flow projections and future payment affordability. Therefore, a simple summary of this payment schedule indicates a total cost of $8,000. 000. However in a transaction that is simply "financed", interest on the principal amount is never considered to be a part of the purchase price; as interest represents "rent" for the use of money. Applying a 14% discount rate to the payment schedule yields a purchase price $4, 530, 000 for the property being acquired. A 14% discount rate was utilized because it is the same discount factor the appraiser used in analyzing the value of the property on a residential development basis. The resulting purchase price of $4, 530, 000 is significantly below the fair market value of the property, making this acquisition a bargain-sale for tax purposes. In addition to the favorable purchase price, the owners have agreed to participate in the demolition costs of the homestead ruin as mentioned earlier in this report. The owners have also agreed to assume the road maintenance costs on the District's behalf, as long as the District makes reasonable efforts to keep public vehicular traffic off the main driveway. These additional items provide a savings to the District of as much as $100, 000 in present value. R-92-61 Page 5 Because the transaction was structured around the payment schedule, and although the District will receive title to the property at close of escrow, the District will not actually "own" the property until the final payment is made. Also, the payments are not "debt" in the true sense, as the District may decline to proceed with the purchase at any time between close of escrow and the final payment on December 15, 1998. Because of this, the seller's have been provided certain protections in the transaction, which include: 1. Severe monetary penalties in the event that the District declines to complete the entire purchase. 2 . District provided liability insurance protection for the sellers, based upon the seller's possible revisionary interest in the property. 3 . Prohibition against District dedication while the possibility remains for the seller to recover title to the property. 4. Seller approval of use and management decisions that may affect physical features of the property. 5. District cooperation in resistance to any proposed zoning changes that might affect the future value of the property. Also, because the seller's are retaining the 6-acre improved parcel, the District is agreeing to cooperate in completing the site legalizing process with the Town. However, any survey requirements will be paid for by the sellers. This transaction is very imaginative and has been crafted with the help of special legal counsel, Jim Curlett, of Tomlinson, Zisko, Morosoli and Maser of Palo Alto. The entire transaction is recommended by District staff and has been approved by District Legal Counsel. R-92-61 Page 6 FISCAL YEAR 1992-93 CASH EXPENDITURES FOR OPEN SPACE ACQUISITIONS Funds for the 1992-93 fiscal year - cash $5,923, 000 Approved acquisitions (escrow closed) 425, 000 Approved acquisitions (escrow not closed) 265, 000 Skyline Ridge property acquisition (Big Dipper 46. 67%) approved earlier on this agenda 1, 166, 667 Corte Madera Partnership Property acquisition payments required this fiscal year) 1, 250, 000 Remaining cash balance for 1992-93 fiscal year $2, 816, 333 BENEFIT ASSESSMENT DISTRICT The District has spent approximately $7, 600, 000 over the years to acquire the 1, 132 acre Windy Hill Open Space Preserve (an average of over $6,700 per acre) . The Corte Madera partnership property, at a total cost to the District of $8, 000, 000, averages to over $41, 000 per acre. While the cost of this property has a very favorable present value, and this property has been a high priority acquisition for the District and the surrounding community, the District's financial capabilities are severely stretched. First, costs to provide for sufficient staff resources to plan for proper use of District lands and to provide responsible maintenance and patrol of such land as the Corte Madera Partnership property continue to increase. Secondly, unexpected opportunities to acquire important major, and costly, additions to Sierra Azul and Rancho San Antonio Open Space Preserves have recently arisen. In general, perhaps due to the recession, many parcels throughout the District are newly on the market at reasonable prices. The District has also pledged a substantial contribution toward purchase of the Phleger Property, to assure it's preservation for future residents of the San Francisco Midpeninsula. During initial site visits, it was noted that this property is particularly visable to residents of Portola Valley and nearby unincorporated areas. Also the local access potential for this property makes the acquisition of particular benefit to the vicinity. It is therefore appropriate that District staff further investigate the potential for the formation of a Benefit Assessment District to assist with the acquisition of this important addition to the Windy Hill Open Space Preserve. R-92-61 Page 7 Prepared by: Mary Gundert, Open Space Planner Craig Britton, Land Acquisition Manager Contact person: Craig Britton, Land Acquisition Manager RESOLUTION RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF REAL PROPERTY TRANSFER AGREEMENT, AUTHORIZING OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT, AND AUTHORIZING GENERAL MANAGER OR ASSISTANT GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (WINDY HILL OPEN SPACE PRESERVE - LANDS OF CORTE MADERA, A PARTNERSHIP) 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 Real Property Transfer Agreement between Corte Madera, a California limited partnership 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 on behalf of the District. Section Three. The General Manager or Assistant General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager or Assistant 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 $25, 000. 00 to cover the cost of title insurance, escrow fees, temporary fencing and other miscellaneous costs related to this transaction. Section Five. It is intended, reasonably expected and hereby authorized that the District's general fund will be reimbursed in the amount of $8, 000, 000 from the proceeds of the next long term District note issue. This Section of this Resolution is adopted by the Board of Directors of the Midpeninsula Regional Open Space District solely for purposes of establishing compliance with the requirements of Section 1. 103-18 of the Treasury- Regulations. The reimbursement of this payment expenditure is consistent with District's budgetary and financial circumstances. There are no funds or sources of moneys of the District that have been, or reasonably are expected to be reserved or allocated on a long-term basis, or otherwise set aside to pay the costs of this open space land acquisition project which are to be paid or reimbursed out of proceeds of indebtedness to be issued by District. The Board of Directors hereby declares District's official intent to use proceeds of indebtedness to reimburse itself for this open space land acquisition project expenditure. MMPENINSULA REGIONAL OPEN SPACE DISTRICT Windy Hill Open Sp a Preserve _ • 1 1� 'E C 2'S ;,A,:<.`+ z '' }.:«-'t�' `ry w+F'M, >uK ° :. .,r,v, 'a ;•tya a�a r�• t *. 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'rr'' -•� �{+ .f� j:��n.. ;`.H yF,,;. ::; �;.:'•:•Y.r}} '"F c' 'E 9�;�3W�`o:� `�' a.:3`<��.,;••,:,:��'.`�' `.^ >a'''•;} - _ ` � '1�Ma' k'. f';a,na ": '+-�^�`�#•'�. :rwt-,4:.;% `�aiS:`,.`�is,'+`:,'•Y"..r§ 'a&2'.+. ,,.e�.,''.'�.':.�-�� "�� .,,,v/,a-y �•. ' ,:,� •:or;;l,'aY}}!...;><-o3r!;oi` 'fr--.Qt' !��is'�`�. ....}}� �:a`� :. �vx,':`:; .:fs'6.. ...?�'� -� 'may='��' _ �� � :rtr.'•�.y�:yp PORTOLA VALLEY E. SPRINC RIDGE TRAIL X• .yt SM - .... nt _ ,��ai' .30 MI- '�--� ��_;, •���.,\ „Ga:* .qk4_ J'r'. 1791 JR ANNIVERSARY TRAIL iR •` 0.75f t. ✓��` i TP.AI a, �, •I�" � ''::,f __ e �j��, � �EA(''LE L)`' p Imam F"S GULCH_ TRAIL•-_..G� . 1►- � � „�� 1 ,,, � • �. � —� i 'v� �� .,� 3 '"tea" �� t ♦00" ' _. ' V/11-_ y: .`' ':`> PROPOSED AC UISITION ",ri r 1 \ �,` c ►�J PRIVATE .� —1 a PROPERTY .'�;a.'�;: �•' ��.� arx € 6 AC. PARCEL TO BE RETAINED RAZORBACK RIDGE TRAILS \Q7 r •�� Lo�ST_TRAIL;—,7-1--' 1 - , . :. � ACQUISITIONgom cw � 1 B ALLOWED ON.. SPRING RIDGE TRAIL - ONLY DOGS ON LEASH ALIAWID � s� ON ANNIVERSARY_TRAIL, w a, �. .< <�C. ,;<:' a' ,z ......rr SPRING RIDGE SKYLINE BOULEVARD-..:`. TRAIL. � F a / nh„ : r. ,,C'r.,.... \twi. t .r tl ...t. .�p...�. -a.-..•:..y.,>.. - .+,gy';.'^ ' v a..., .. ...}...,.'y.t: ... .. :. .. ,. ... v •:::.. �.tea," 'aM.`� t'ii:f�"��: PROPOSED ADDITIONS TO WNk ' l �: �' ���t^ "� � WINDY HILL OPEN SPACE PRESERVE � 1 "IIL . x . ; + REF "`sebnwIle•mEsc.re'�1i•raTr:sE`I1 err - � era +' i f Y e _ � :' t,r:::ii•'..� 1+,. \:�` `d 1.9 4'�.{F� '" '."'.+ \\ q sgo ::::• „f3� y r� r onda Ji ~` ♦M :j .. \:\ T�7ii: `rrrirr, Si:. �°: ..�"�R�:.:. �. G1 ezu 11• •�_ :.a; .�'rr.'i:� �:R;b�` �a.�'.iw ,f. i:'�ti::"+.�.�:..;.:, j OPE V -�/„ •/ 'k:::Sir:'t;.}`�� ff:. K;..,. •�.. _ � P. '/ i;=>' r.'ia:�e r ;..:� ::ry.t.. x t ���� 'rh a�,t 9 - U'' \ � - -- .frt.. � �O' e ir^ j;r>:�. .r .a1�./..: .✓i4�r �.i:�:4. .��'' -;s k �?�i�. L;; } ?�• i:+::'tYr�Y:':f�:3:';.��� •:z;F�` ..:! .:?h�": �<>: ��.. ,{yam'•� ,y;,: avr '*i°'. .i •- .� � ::: // :yix i`�j< J ••"^^M'':`:: �\�drab �- �G. r,tir„ �+.�' TranO f 1��. ; •` op,.,.. ;v !o />'1 .;.:jr. '�^4. I L :::\: €.'+: r' ;" .•: .a. ,:.. cE■ �r;�'i?.. Wood .f •� • O`er r +:: / r''i�'�. `: ..x\a`�4rh;; a v ,�.;�L.: r5. r1z PNESERK ate. :iff:: i4A.`. :+c:".�wff.': ':`4.."<i:1i,:'::iSiii�>.:.�•' �.. ...�- \ 1 ` • - /, L `y. 3 f.a�'.h..^.`,t�{q.:;°;k ...'?'.'•^�`vf.f; 't;!i>::::1',:`:!;:i:..,-': �°r _ ..1 ,.,1 hTw .. .. " —� :z: x: \ - \ �\ • 3 "�GENLOCATION MAP x �f I: .. . ', ''::..`ti:h �'':ti:�:AKi4..lt;,q{�::ii:+ '?'':}:; {, .(::: '4:tvl::r".::r. •*••'<",!!!!n,,•!'.f1t\. Y / '� �\ V � l, �. '�l.i, i r:v:' S rY. Y.: f':.:.:::E.• :^?fi:It4M!!!1'w.y� 4.v£ f, ; VV ����..:'y ,\, '`i:�$+i:S a.!►.s ':./:;:.. �:w .�C:r..•.+:.--.-.�:xw. t'= 1� ' RUINS�� �-� :% �, `1::r:<... LAND QUIRED '' ; NS S TO B E AC << " (the Property) � .-DRIVEWAY I� k ' ')` �`'i' ll� \\ � �I \ �.4.��, - \.\:L\, j:'�� -^.•�..,..�:",��c chi:� i''#'���r ••�- • y: �' ,r ' ::�:;.`�.'•�`.y':'�1'bi..` 11�� � .�,..%=��._.ram-' _ 4;y� Q 3 E r�t''r a.i44�.:.» .� :i'J:•;:•>:� -`:. „ :*:.< >� �: � ,.J ter--• �_ ;' DRIVEWAY a� :YSY"r -S tail' 1 C 4. A a4 4. 1 i ' ..,.. I t t WINDY I l.n.1 <. :tit:' •�`." .,,,:;... »r x .�'::::. ;q„• OPEN SPACE PRESERVE >::{�^•>.•.: ..'fir"!`�'* �.:. MAVM�,. .,� . • t. :::.::;<�::� WINDY HILL MAN .`��. i. ! (1 '• .!'."*�w.; \ .�_\\�L '-F. ,��>�OPEN SPACE PRESERVE �a 1 I r� l "•"k :::r.:t'.r::" .,. ''::.,�.'.< :',�,.���I. -:/�\,\ Its{ y ,�r Li.!?.:.. F,:_`.: }} �.;`:'•:`A'.�� 44<:+`.� �ti 1 t� s 11�.r! .f �y/'< ;��y �.��-• �. -r,'.'r :%' a ..�% .:r?::{�': •�1 I :�'t:.. ::1:?r ���r:+;�•:, `'}+ :r �. PRIVATE P � ",�, :. ; ` ROPERTY k \.4:. :' L�'\" ��`s%�:f ��� r{? ,;t�l`S'e., I� 1�� '•'��y� _ "p : � �1, � �= -� r ram' 04 ,— ._ `"4,"Kr= :.�'. ;a•�"s .• 'r} � i I' '•./x,�..-,` \ �, 1� � i� i�,� �#' �,� "" i �/ i�. LANDS T (the Property) °.�,,. •� -,,; � .�t \ ,> s!f �;� •6..AC. PARCEL ..;,;r..:., Al h t TO BE RETAINED BY OW N E R -::'.�"'.�' :rz � : :` :''.�-.e.. :; ;: :;•r.':. �.;..>'::. ' !:y!.r.°�tl:%..` •t �i.�•t:<�'.i .�i-,i: ..:'.�X<law%;eer?:i ';�i; o. ENTIAL TRAILS . POT t . ,..r•.� .� ;; . ,a.. ':' = ; ��x::;.:.i.rr>.` •,t. a Tag., / ..,;.:i:r1i:•r. fir: .::.. 1' : PROPOSED ADDITIONSr TO �.-a: ' . ,_: ' :��:.r':;<:>' ���•: MAY 1992 wa,,,, ' =:;:: >` <3'= {' WINDY HILL OPEN SPACE PRESER f CORTE MADERA ADDITION TO WINDY HILL OPEN SPACE PRESERVE REAL PROPERTY TRANSFER AGREEMENT BETWEEN CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP (AS SELLER) AND MIDPENINSULA REGIONAL OPEN SPACE DISTRICT (AS BUYER) 1992 PARTIES IN INTEREST IN THE CORTE MADERA ADDITION TO WINDY HILL OPEN SPACE PRESERVE TRANSACTION District: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District Old Mill Office Center Building C, Suite 135 201 San Antonio Circle Mountain View, California 94040 Attention: Herbert Grench, General Manager and L. Craig Britton, Assistant General Manager Telephone: (415) 949-5500 Fax: (415) 949-5679 District' s Stanley R. Norton, Esq. General Counsel: Attorney at Law 407 Sherman Avenue Palo Alto, California 94306 Telephone: (415) 324-1366 Fax: (415) 327-9151 District ' s Tomlinson, Zisko, Morosoli & Maser Special Counsel: 480 California Avenue, Suite 205 Palo Alto, California 94306 Attention: Jim C. Curlett, Esq. Telephone: (415) 325-8666 Fax: (415) 324-1808 Seller: CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP c/o Hare, Brewer & Kelley, Inc . 800 El Camino Real West, Suite 130 Mountain View, California 94040 Attention: Ryland Kelley, General Partner Telephone: (415) 961-7500 Fax: (415) 961-2297 -ii- Seller' s Patrick W. Kelley, Esq . Counsel: 525 University Avenue Suite 702 Palo Alto, California 94301 Telephone: (415) 327-4366 Fax: (415) 326-0758 Escrow Holder: First American Title Insurance Company 555 Marshall Street Redwood City, California 94064 Order No . 341232 Attention: Mr . James Norris, Escrow Officer Telephone: (415) 367-9050 Fax: (415) 363-0104 -iii- REAL PROPERTY TRANSFER AGREEMENT Table of Contents Page RECITALS . . . . . . . . . . . . . . . . . . . . . . . . 1 AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . 3 1 . LISTING OF DEFINED TERMS . . . . . . . . . . 4 1 . 1 Annual Payments * 1 . 2 Annual Payment Ouitclaim Deeds (Second throughSixth} * , , * , , * , * , * * * 4 1 . 3 Closing Payment . . . . . . . . . . . . 4 1 .4 Defeasible Fee Percentage . . . . . . . . 5 1 . 5 District . . . . . . . . . . . . . . . . . 5 1 . 6 District ' s Road Easement . . . . . . . . . 6 1 . 7 Driveway. . . . . . . . . . . . . . . . . 6 1 . 8 Escrow . * * , , * * * * * * , * * * * * 6 1 . 9 Escrow Holder . . . . . . . . . . . . . . 6 1. 10 Fee Simple Percentage. . . . . . . . . . 6 1. 11 Fee Simple Percentage Increase . . . . . 7 1. 12 Final Closing . . . . . . . . * * * * * 7 1 . 13 Final Fee Simple Percentage Adjustment . 8 1 . 14 Final Payment. . . . . . . . . . . . . . 8 1 . 15 Final Title Insurance Policy . . . . . . 8 1 . 16 Final Ouitclaim Deed . . . . . . . . . . 8 1 . 17 Grant Deed . . . . . . . . . . . . . . . 9 1 . 18 Initial Closing . . . . * . . . 9 1 . 19 Initial Title Insurance Policy* 10 1 . 20 Map or Maps . . . . . . . . . . . . . . . 10 1 . 21 Parcel L and Parcel S . . . . . . . . . 10 1 . 22 Patricia ' s Homestead Ruin . . . . . . . 11 1 . 23 Payment Table . . . . . . . . . . . . . 11 1. 24 Permitted Exceptions . . . . . . . . . . 11 1 . 25 Preliminary Title Report . . . . . . . . 11 1 . 26 Purchase Agreement . . . . . . . . . . . . 11 1 . 27 Purchase Price . . . . . . . . . . . . . 12 1 . 28 Purchase Price Percentage. . . . . . . . 12 1 . 29 Property . - * ' - * - . . . . . 13 1 . 30 Retained Parcel or Gar . . . . . 13 1 . 31 Seller . . . . . . . . . . . . . . . . 13 1 . 32 Seller ' s Driveway Easement . . . . . . . 13 1 . 33 Title Company. . . . . . . . . . . . . . 13 1 . 34 Total Property . . . . . . . . . . . . . 14 2 . PURCHASE AND SALE . . . . . . . . . . . . . . 14 3 . PAYMENT OF PURCHASE PRICE AND PROPERTY RESTRICTIONS UNTIL FINAL CLOSING . . . . . . 15 3 . 1 Closing Payment at Initial Closing . . . . 15 -iv- Paae 3 . 2 Annual Payments and Final Payment Under Grant Deed . . . . . . . . . . . . 16 3 . 3 Covenants and Restrictions Applicable to District Until Payment of Purchase Price 17 3 . 3 . 1 No Public Dedication. . . . . . . . 17 3 . 3 . 2 Restrictions on Use of Property 18 3 . 3 . 3 Seller to be Named an Additional Insured * * * * . . . . . . . . 18 3 . 3 . 4 Zoning and Other Governmental Restrictions . . . . . . . . . . . . 19 3 . 3 . 5 Condemnation Actions . . . . . . . . 19 4 . ESCROW AND INITIAL AND FINAL CLOSINGS . . . . 20 4 . 1 Dates of Initial Closing and Final Closing 20 4 . 2 -Items to be Delivered by Initial Closing . 22 4 . 2 . 1 By Seller . . . . . . . . . . . . . 22 4 . 2 .2 By District . . . . . . . . . . . . 23 4 . 3 items to be Delivered in Connection With Annual Payments . . . . . . . . . 23 4 . 3 . 1 By Seller . . . . . . . . . . . . . 23 4 . 3 . 2 By District . . . . . . . . . . . . 23 4 .4 items To Be Delivered by Final Closing 24 4 .4 . 1 By Seller . . . . . . . . . . . . . 24 4 .4 . 2 By District . . . . . . . . . . . . 24 4 . 5 Closing Costs and-....Prorations . . . . . . . 25 4 . 6 Title Insurance Policies . . . . . : * , 26 4 . 7 Escrow Instructions For Initial Closing 27 4 . 8 interim Escrow Instructions (Annual Payments and Annual Ouitclaim Deeds) 27 4 . 9 Final Closing Escrow Instructions . . . . 28 5 . RIGHTS AND LIABILITIES OF THE PARTIES IN THE EVENT OF TERMINATION BEFORE INITIAL CLOSING . . . . . . . . . . . . . . . . . . . 29 6 . DISTRICT' S AGREEMENT REGARDING ANY FUTURE LENDER TO SELLER 30 7 . OBLIGATIONS OF DISTRICT AND SELLER IN THE EVENT DISTRICT GIVES NOTIFICATION OF CESSATION OF PAYMENTS . . . . . . . . . . . . . . . . . 30 8 . DEMOLITION OF PATRICIA' S HOMESTEAD RUIN . . . 32 Page 9 . REPRESENTATIONS AND WARRANTIES . . . . . . . 33 9 . 1 Seller ' s Representations, Warranties and Indemnity . . . . . . . . . . . . . . 33 9 . 1 . 1 Authority . . . . . * * * . . . . . 34 9 . 1 . 2 Valid and Binding Agreements . . . 34 9 . 1. 3 Good Title . . . . * ' * ' * * * , 34 9 . 1.4 No Undisclosed Leasehold Interests 34 9 . 1 . 5 Indemnity . . . . . . . . . . . . . 35 9 . 2 District ' s Representations and Warranties 35 9 . 2 . 1 Status of District . . . . . . . . 35 9 . 2 . 2 Authority . . . . * - * * . . . . . 36 9 . 2 .3 Valid and Binding Agreements . . . 36 10 . WAIVER OF STATUTORY COMPENSATION. . . . . . . 37 11 . INTEGRITY OF PROPERTY . . . . . . . . . . . . 37 12 . HAZARDOUS SUBSTANCES . . . . . . . . . . . . 38 13 . MISCELLANEOUS PROVISIONS. . . . . . . . . . . 38 13 . 1 Governing Laws . . . . . . . . . . . . 38 13 .2 Attorneys ' Fees . . . . . . . . . . . . 39 13 .3 Amendment and Waiver . . . . . . . . . . 40 13 .4 Rights Cumulative. . . . . . . . . . . . . 40 13 . 5 Notices . * . . . . . . . . . . . . . . . 41 13 . 6 Entire Agreement . . . . . . . . . . . . 42 13 . 7 Severability . . . . . . . . . . . . . . 42 13 . 8 Counterparts . . . . . . . . . . . . . . 43 13 . 9 Waiver . . . . . . . . . . . . . . . . . 43 13 . 10 Time of Essence . . . * . . . . . . . . 43 13 . 11 Survival of Covenants, Representations and Warranties . . . . . . . . . . . . . 43 13 . 12 Assignment . . . . . . . . . . . . . . . 43 13 . 13 Further Documents and Acts . . . . . . . 44 13 . 14 Binding on Successors and Assigns . . . 44 13 . 15 Captions . . . . . . . . . . . . . . . . 44 13 . 16 Pronoun References . . . . . . . . . . . 44 13 . 17 Broker ' s Commission . . . . . . . . . . 44 13 . 18 Legal Fees . . . . . . . . . . . . . . . 45 14 . ACCEPTANCE . . . . . . . . . . . . . . . . . 45 -vi- 0928M LIST OF EXHIBITS Section Exhibit Description Reference Maps Recitals A, C, 1 . 20, 1 . 34 A-1 Map One (County Assessor ' s Recitals A, C, 1. 20, Map) - indicates "Parcel L" , 1, 21, 1 . 29 , 1 . 30, "Parcel S" , and "Retained 1 . 34 Parcel" and has legend indicating that "Total Property" equals Parcel L plus Parcel S plus Retained Parcel and that "Property" equals Parcel L and Parcel S. A-2 Map Two (Area Contour Map) - 1 . 20, 1 . 21, 1 . 29 indicates "Parcel L" , 1 . 30 , 1 . 34 "Parcel S" , and "Retained Parcel" and has legend indicating that "Total Property" equals Parcel L plus Parcel S plus Retained Parcel and that "Property" equals Parcel L and Parcel S. A-3 Map Three (Detailed Contour Recitals A and C, Map) - indicates "Driveway" , 1. 7, 1 . 20 , 1 . 22, "Seller ' s Driveway Easement" , 1. 29 , 1 . 30 , 1 . 34 , 2 "District ' s Road Easement" , "Patricia ' s Homestead Ruin" and "Retained Parcel" (Garage Site) , "Parcel L" , "Parcel S" , and "Retained Parcel" and has legend indicating that "Total Property" equals Parcel L plus Parcel S plus Retained Parcel and that "Property" equals Parcel L and Parcel S. A-4 Map Four (Plot Plan of 1 . 20 , 1 . 22 , 8 Patricia ' s Homestead Ruin) - indicates "Residence" , "Stable Foundation" , "Garage Foundation" and "Greenhouse Foundation" . -vii- LIST OF EXHIBITS Section Exhibit Description Reference B Legal Description of Total Recital A, 1 . 34 , 2 Property (Total Property being composed of Parcels L, S and Retained Parcel, with Parcels L and S constituting the Property being conveyed to District) C Preliminary Title Report Recital A, 1 . 24 , 1 .25 D Payment Table Recital E, 1 . 4 , (Closing Payment, six Annual 1. 23 , 1. 27, 3 , 3 .2 , Payments and Final Payment) 4 . 3 . 2 E Grant Deed (Defensible Fee) Recital E, 1 .4 , 1. 6, 1. 10, 1 . 15, 1 . 17, 1. 18, 1. 21, 1. 27, 1, 29, 1 .30, 1 . 32, 1. 34 , 2, 3 . 2, 4 . 1, 4 . 2 . 1, 4 . 2, 4 . 6, 4 . 7 . 1, 7, 9 . 3 Quitclaim Deeds F-1 Second Annual Payment Quitclaim Deed 1 . 2, 1 . 5 , 1 . 10, 1 . 34 , 3 . 2, 4 . 2 . 1, 4 . 3 . 2, 4 . 5 , 4 . 8 F-2 Third Annual Payment Quitclaim Deed 1. 2 , 1. 5, 1. 10 , 1. 34 , 3 . 2, 4 . 2 . 1, 4 . 3 . 2, 4 . 5 , 4 . 8 F-3 Fourth Annual Payment Quitclaim Deed 1 . 2, 1 . 5, 1. 10, 1 . 34 , 3 . 2 , 4 . 2 . 1, 4 . 3 . 2, 4 . 5 , 4 . 8 F-4 Fifth Annual Payment Quitclaim Deed 1. 2, 1 . 5 , 1 . 10, 1 . 34 , 3 . 2 , 4 . 2 . 1, 4 . 3 . 2, 4 . 5 , 4 . 8 F-5 Sixth Annual Payment Quitclaim Deed 1 . 2, 1. 5, 1 . 10, 1 . 34 , 3 . 2 , 4 . 2 . 1, 4 . 3 . 2 , 4 . 5 , 4 . 8 -viii- k LIST OF EXHIBITS Section Exhibit Description Reference F-6 Final Quitclaim Deed 1 . 5 , 1 . 10 , 1 . 12, 1 . 13 , 1 . 14 , 1 . 16 , 1. 34 , 3 . 2 , 4 . 1, 4 . 2 . 1, 4 . 4 . 2, 4 . 5 , 4 . 9 . 1 G Exceptions to Seller ' s 9 . 0 Representations and warranties -ix- 0928M REAL PROPERTY TRANSFER AGREEMENT THIS REAL PROPERTY TRANSFER AGREEMENT (the "Purchase Agreement") is made and entered into this - day of 1992 by and between CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP (referred to herein as "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 referred to as "District") . CAPITALIZED TERMS WHICH ARE USED IN THIS PURCHASE AGREEMENT SHALL HAVE THE DEFINITIONS GIVEN IN SECTION 1 HEREOF. R E C I T A L S A. Seller owns certain real property situated in the Town of Portola Valley, County of San Mateo, State of California, aggregating to approximately 200 acres as identified as the Total Property on Maps One, Two and Three attached hereto as Exhibits A-1, A-2 and A-3 , respectively, and as legally described on Exhibit B attached hereto (the "Total Property") . The Preliminary Title Report on the Total Property is attached hereto as Exhibit C. B. 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. Real Property Transfer Agreement MROSD/Corte Madera Page 2 C. District desires to purchase a portion of the Total Property, composed of the Property, for open space preservation and as part of the ecological and aesthetic resources of the San Francisco Midpeninsula area. By reason of Seller's desire to retain the Retained Parcel, the Property to be acquired by District shall be composed of two parcels, Parcel L and Parcel S (with Parcel L referring to the larger parcel and Parcel S referring to the smaller parcel) , all as generally shown on Maps One and Two and as specifically shown on Map Three. D. Seller desires to sell and District desires to purchase the Property for the consideration and on the terms and conditions hereinafter set forth. E. Because of certain interests of District, this transaction has been structured so as to transfer fee title (subject to defeasance) to the Property to District at the Initial Closing upon the making of the Closing Payment, which conveyance will be effected by the Grant Deed. District's right to receive indefeasible fee simple title to the Property shall be subject, in addition to making the Closing Payment, to payment by District of the six Annual Payments and the Final Payment as provided herein (the Payment Table attached as Exhibit D sets forth the timing and amounts of the payments aggregating to $8 , 000, 000 and constituting the Purchase Price) . District shall not be deemed to have any obligation to in Real Property Transfer Agreement MROSD/Corte Madera Page 3 fact make the Annual Payments and Final Payment; however, the Grant Deed provides for full or partial defeasance of the Property to Seller in the event that District elects not to complete the payment of the Purchase Price which would, if made, entitle District to indefeasible fee simple title to the Property, all as provided herein and in the Grant Deed. A G R E E M E N T NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and promises herein contained, the parties agree as follows: 1. Listing of Defined Terms. As used in this Purchase Agreement, the terms listed and identified below shall have the definitions given below (or, if indicated, at the applicable Section reference for each as contained in the parentheses following the general identification of each) : 1.1 Annual Payments. Refers to six of the eight payments to be made by District to Seller in order for District to ultimately acquire indefeasible fee simple title to the Property, which Annual Payments, plus the Closing Payment and Final Payment, shall together constitute the Purchase Price for the Property. The Annual Payments are individually referred to as the First Annual Payment through the Sixth Annual Payment, with such payments being as follows: Real Property Transfer Agreement MROSD/Corte Madera Page 4 Payment Identification Date of Payment Amount of Payment First Annual Payment 12/15/92 $1, 000, 000 Second Annual Payment 12/15/93 $ 500, 000 Third Annual Payment 12/15/94 $ 750, 000 Fourth Annual Payment 12/15/95 $1, 250, 000 Fifth Annual Payment 12/15/96 $1, 250, 000 Sixth Annual Payment 12/15/97 $1, 250, 000 1.2 Annual Payment Quitclaim Deeds (Second through Sixth) . Shall refer to the five Annual Payment Quitclaim Deeds attached as Exhibits F-1 through F-5, which Quitclaim Deeds shall be executed, acknowledged and deposited by Seller with Escrow Holder at or before the Initial Closing. The applicable Annual Payment Quitclaim Deed shall be recorded with the San Mateo County Recorder at the time of each of the Second through Sixth Annual Payments so as to have the effect of adjusting District's ownership interest in the Property by increasing the Fee Simple Percentage and decreasing the Defeasible Fee Percentage to reflect the payment of the particular Annual Payment (commencing with the Second Annual Payment) . No Annual Payment Quitclaim Deed shall be applicable or be recorded with respect to the First Annual Payment. Individual Annual Payment Quitclaim Deeds are referred to as: "Second Annual Payment Quitclaim Deed", "Third Annual Payment Quitclaim Deed" , "Fourth Annual Payment Quitclaim Deed" , "Fifth Annual Payment Quitclaim Deed" , and "Sixth Annual Payment Quitclaim Deed" . 1.3 Closing Payment. Shall refer to the payment to be made by District to Seller at the Initial Closing in the amount of Seven Hundred Fifty Thousand Dollars ($750, 000) which, when combined Real Property Transfer Agreement MROSD/Corte Madera Page 5 with the six Annual Payments and the Final Payment, shall constitute payment of the Purchase Price of $8, 000, 000. 1.4 Defeasible Fee Percentage. Under the terms of the Grant Deed, District shall acquire at Initial Closing fee title to the Property, subject to full defeasance. The Defeasible Fee Percentage shall refer to that percentage of District's ownership interest in the Property which is subject to defeasance in favor of Seller at any given time. By effect of the Grant Deed, the Defeasible Fee Percentage immediately after Initial Closing and payment of the Closing Payment is 100. 00%. The Defeasible Fee Percentage is unaffected by the Closing Payment or First Annual Payment; thereafter, the Defeasible Fee Percentage decreases as the Second through Sixth Annual Payments are made and is decreased to zero at the Final Closing upon the making of the Final Payment, all as provided in the Grant Deed and as shown on the Payment Table attached as Exhibit D. Reductions of the Defeasible Fee Percentage after the Initial Closing are to be effected by the five Annual Payment Quitclaim Deeds and the Final Quitclaim Deed, each of which shall be recorded with the San Mateo County Recorder at the time of the applicable Annual Payment (commencing with the Second Annual Payment) or Final Payment is paid by District to Seller. 1.5 District. Midpeninsula Regional Open Space District, a Public District. (Introductory paragraph) Real Property Transfer Agreement MROSD/Corte Madera Page 6 1.6 District's Road Easement. Shall refer to the easement for vehicular and other purposes granted to District by Seller with respect to the Retained Parcel under the Grant Deed. 1.7 Driv way. Shall refer to the approximately two (2) mile long driveway over the Total Property, including portions of the Property and the Retained Parcel, all as indicated on Map Three. 1.8 Escrow. The escrow to be opened with Escrow Holder (First American Title Insurance Company) upon execution of this Purchase Agreement. (Section 4) The Escrow shall remain open after the Initial Closing and shall be used to effect the transactions provided herein through the Final Closing. 1.9 Escrow Holder. First American Title Insurance Company, having an address at 555 Marshall Street, Redwood City, California 94064 , telephone number (415) 367-9050 (also sometimes referred to as "Title Company") through which the purchase and sale of the Property shall be consummated. (Section 4) 1.10 Fee Simple Percentage. Under the terms of the Grant Deed, District shall acquire fee title to the Property at the Initial Closing, subject to defeasance. The Fee Simple Percentage shall refer to that percentage of District's ownership interest in the Property which is not subject to defeasance at any given time and which is therefore fee simple absolute. Upon recordation of the Grant Deed upon payment of the Closing Payment at the Initial Closing, the Fee Simple Percentage immediately after the Initial Closing shall equal 0. 00%. There is no adjustment to the Fee Simple r r Real Property Transfer Agreement MROSD/Corte Madera Page 7 Percentage by reason of the Closing Payment or the First Annual Payment. Thereafter, the Fee Simple Percentage increases as each subsequent Annual Payment is made and becomes one hundred percent (100%) upon the making of the Final Payment at the Final Closing, all as provided herein and in the Grant Deed. Increases in the Fee Simple Percentage are effected by the recordation of each applicable Annual Payment Quitclaim Deed and Final Quitclaim Deed with the San Mateo County Recorder at the time of the Second Annual Payment, each Annual Payment thereafter and the Final Payment. 1.11 Fee Simple Percentage Increase. Shall refer to the increase in the Fee Simple Percentage which results from the payment by District to Seller of each Annual Payment and the Final Payment. The Fee Simple Percentage Increase equals zero with respect to the Closing Payment and the First Annual Payment. The Fee Simple Percentage Increase equals eighty percent (80. 00%) of the Purchase Price Percentage with respect to the Second Annual Payment and Third Annual Payment and equals one hundred-fifteen percent (115%) of the Purchase Price Percentage with respect to each Annual Payment thereafter, except that the Fee Simple Percentage Increase applicable to the Final Payment shall additionally include the Final Fee Simple Percentage Adjustment of 15. 625%. 1.12 Final Closing. Shall refer to the date when Escrow Holder causes the Final Quitclaim Deed to be recorded in the office of the County Recorder for San Mateo County. (Section 4 . 1) Real Property Transfer Agreement MROSD/Corte Madera Page 8 1. 13 Final Fee Simple Percentage Adjustment. In addition to the regular Fee Simple Percentage Increase made with respect to the Final Payment, an additional increase equal to 15. 625% shall be effected at the time of the Final Payment by reason of the recordation of the Final Quitclaim Deed at the Final Closing so as to thereupon increase District's Fee Simple Percentage to one hundred percent (100%) . 1. 14 Final Payment. Shall refer to the payment of the last installment of the Purchase Price in the amount of One Million Two Hundred Fifty Thousand Dollars ($1,250, 000) on December 15, 1998 . At the time of Final Payment, the Final Closing shall occur and the Final Quitclaim Deed shall be recorded with the San Mateo County Recorder and District's title to the Property shall thereby become fee simple absolute (Fee Simple Percentage shall then equal 100%) . 1.15 Final Title Insurance Policy. Shall refer to the Policy of Title Insurance provided for in Section 4 . 6 hereof to be issued at the Final Closing in favor of District, such policy of title insurance to be subject to the same exceptions as the Initial Title Insurance Policy, except that all exceptions pertaining to the defeasance under the Grant Deed shall be eliminated as exceptions to the Final Title Insurance Policy. 1. 16 Final Quitclaim Deed. Shall refer to the Quitclaim Deed attached as Exhibit F-6 which shall be recorded with the San Mateo County Recorder at the Final Closing upon payment of the Final Real Property Transfer Agreement MROSD/Corte Madera Page 9 Payment by District to Seller. Upon such recordation, District's title to the Property shall become fee simple absolute (Fee Simple Percentage shall equal 1000) . 1. 17 Grant Deed. Shall refer to the Grant Deed (Defeasible Fee) in form attached hereto as Exhibit E which shall be recorded at Initial Closing with the County Recorder of San Mateo County, California, pursuant to which fee title to the Property (subject to defeasance) will be conveyed by Seller to District. The Grant Deed provides for the granting of the District Road Easement with respect to the Retained Parcel and the reservation by Seller of the Seller Driveway Easement on the Property, together with certain covenants running with the land with regard to maintenance of the Driveway, with such covenants being a burden on the Retained Parcel and running in favor of the Property. The Grant Deed additionally provides for the staged increase in District's Fee Simple Percentage as the Second through Sixth Annual payments and the Final Payment are made so that upon completion of payment of the Purchase Price, District shall have in indefeasible fee simple title to the Property (no adjustment of the Fee Simple Percentage is made by reason of the Closing Payment or First Annual Payment; therefore, the Fee Simple Percentage is zero (0. 00%) immediately after each of the Closing Payment and First Annual Payment) . 1.18 Initial Closing. The consummation of the first stage of the transactions contemplated hereby which is scheduled to take place at the offices of Escrow Holder on June 30, 1992 . The primary Real Property Transfer Agreement MROSD/Corte Madera Page 10 transactions contemplated at the Initial Closing are the payment of the Closing Payment, the recordation of the Grant Deed and the issuance of the Initial Title Insurance Policy. 1.19 Initial Title Insurance Policy. Shall refer to that Policy of title insurance to be issued in favor of District at the Initial Closing as provided in Section 4 . 6. 1.20 Map or Maps. Shall refer to "Map One" (County Assessor's Map - indicates "Parcel L111 "Parcel S11 , and "Retained Parcel" and has legend indicating that "Total Property" equals Parcel L plus Parcel S plus Retained Parcel and that "Property" equals Parcel L and Parcel S - Exhibit A-1) , "Map Two" (Area Contour Map - indicates "Parcel L". "Parcel S11, and "Retained Parcel" and has legend indicating that "Total Property" equals Parcel L plus Parcel S plus Retained Parcel and that "Property" equals Parcel L and Parcel S - Exhibit A-2) , "Map Three" (Detailed Contour Map - indicates "Driveway", "Seller's Driveway Easement" , "District's Road Easement" , "Patricia's Homestead Ruin" and "Retained Parcel" (Garage Site) , "Parcel L" , "Parcel S11 , and "Retained Parcel" and has legend indicating that "Total Property" equals Parcel L plus Parcel S plus Retained Parcel and that "Property" equals Parcel L and Parcel S - Exhibit A-3) and "Map Four" (Plot Plan of Patricia's Homestead Ruin - indicates "Residence" , "Stable Foundation" , "Garage Foundation" and "Greenhouse Foundation" - Exhibit A-4) . 1.21 Parcel L and Parcel S. Refer to the two components of the Property, as generally indicated on Maps One and Two and as Real Property Transfer Agreement MROSD/Corte Madera Page 11 specifically designated on Map Three. The conveyance of the Property by Seller to District by operation of the Grant Deed, whereby Seller shall retain the Retained Parcel or Garage Site, results in creation of Parcel L and Parcel S, such parcels constituting the Property being acquired by District hereunder. 1.22 Patricia's Homestead Ruin. Shall refer to the remaining structures on Parcel L as shown on Maps Three and Four, which structures are to be removed or buried as provided in Section 8 of this Purchase Agreement. 1.23 Payment Table. Shall refer to the Payment Table attached hereto as Exhibit D showing the payments constituting the Purchase Price (composed of the Closing Payment, six Annual Payments and the Final Payment) . The Payment Table additionally specifies the Fee Simple Percentage and Defeasible Fee Percentage and the effects thereon of each installment payment of the Purchase Price. 1.24 Permitted Exceptions. Shall mean all exceptions to title shown as exceptions 5, 6, 7, 8, 9, 10, 11, 12, 13 , 14 , 16 and 17 in the Preliminary Title Report. 1.25 Preliminary Title Report. Shall refer to the Preliminary Title Report, Second Supplemental Report dated April 27 , 1992 (Order Number 341232, original Order date August 4 , 1988) relating to the Total Property and attached as Exhibit C. 1.26 Purchase Agreement. Shall refer to this Real Property Transfer Agreement by and between Seller and District Real Property Transfer Agreement MROSD/Corte Madera Page 12 (Introductory paragraph) . References to this Purchase Agreement shall be deemed to include the Exhibits hereto and any additional agreements contemplated hereby. 1.27 Purchase Price. Shall refer to the aggregate payments to be made by District to Seller in order that District ultimately receive indefeasible fee title absolute to the Property. The Purchase Price is Eight Million Dollars ($8 , 000, 000) and is composed of the Closing Payment ($750, 000) , the aggregate of the six Annual Payments ($6, 000, 000) , and the Final Payment ($1, 250, 000) . Notwithstanding any provision of this Purchase Agreement, all of the above-listed payments shall be subject to all credits, offsets and adjustments specifically provided for in this Purchase Agreement. For all purposes of this Purchase Agreement and the Grant Deed, the Closing Payment, each Annual Payment and the Final Payment shall be deemed to have been paid in full by District by the payment by District to Seller of an amount equal to the applicable closing Payment, Annual Payment or Final Payment, as referenced on the Payment Table attached as Exhibit I'D", adjusted by the aggregate amount of all credits, offsets and adjustments specifically provided for in this Purchase Agreement. The foregoing payments are to be made on the dates specified in the Payment Table and such payments include any and all interest to be imputed by Seller and no additional interest shall accrue or be payable. 1.28 Purchase Price Percentage. Shall refer to the percentage of the Purchase Price represented by any given payment Real Property Transfer Agreement MROSD/Corte Madera Page 13 required hereunder (Closing Payment, Annual Payment or Final Payment) . For example, the Closing Payment in the amount of $750, 000 represents 9 . 375% of the Purchase Price. Therefore, the Purchase Price Percentage applicable to the Closing Payment is 9 . 375%. The Purchase Price Percentage applicable to any payment of the Purchase Price, commencing with the Second Annual Payment, is used hereunder to determine the Fee Simple Percentage Increase (and to thereby determine the adjusted Fee Simple Percentage and adjusted Defeasible Fee Percentage resulting from such payment) . 1.29 Property. Shall refer to the Total Property, less the Retained Parcel, and all additional rights to be conveyed under the terms of the Grant Deed. The Property is composed of Parcels L and S as generally shown on Maps One and Two and as specifically designated on Map Three. 1.30 Retained Parcel or Garage Site. Shall refer to that portion of the Total Property to be retained by Seller pursuant to Grant Deed as generally indicated on Maps One and Two and as specifically designated on Map Three. 1. 31 Seller. Corte Madera, a California Limited Partnership. (Introductory paragraph) 1.32 Seller's Driveway Easement. Shall refer to the easement retained by Seller for the driveway purposes pursuant to the Grant Deed, which easement burdens both Parcels L and S . 1.33 Title Company. First American Title Insurance Company (also sometimes referred to as "Escrow Holder") . (Section 4) Real Property Transfer Agreement MROSD/Corte Madera Page 14 1.34 Total Property. All that certain real property aggregating to approximately 200 acres and located within the Town of Portola Valley, County of San Mateo, State of California, as shown on Maps One, Two and Three attached as Exhibits A-1, A-2 and A-3 and as legally described on Exhibit B. 2. Purchase and Sale. Seller agrees to sell to District, and District agrees to purchase from Seller (subject to District's option to discontinue making the Annual Payments and Final Payment as provided herein and in the Grant Deed) the Property and other interests pursuant to the Grant Deed attached hereto as Exhibit E. The Property shall be conveyed together with any easements, rights of way or rights of use which may be appurtenant or attributable to said land and any and all improvements and/or fixtures attached or affixed thereto and as additionally provided in the Grant Deed. As provided in the Grant Deed, the description of the Retained Parcel or Garage Site (constituting the portion of the Total Property to be retained by Seller and aggregating to approximately six (6) acres) as shown on Map Three shall be an acceptable description of the Retained Parcel until such time as a survey and more accurate legal description is completed in accordance with the provisions of the Grant Deed. As provided in the Grant Deed, Seller at its cost and expense, shall complete a survey of the Retained Parcel (which survey shall be subject to District's reasonable approval) for purposes of establishing the legal description of such Retained Real Property Transfer Agreement MROSD/Corte Madera Page 15 Parcel and of the remainder of the Total Property consisting of Parcels L and S. District agrees to cooperate with Seller in connection with establishing the Retained Parcel as a legal parcel. At such time the legal description of the Retained Parcel is complete, as provided in the Grant Deed, the parties shall exchange recordable deeds or execute recordable certificates of correction of legal descriptions, as necessary, to substitute the accurate legal descriptions of Parcels L and S and the Retained Parcel. 3. Payment of Purchase Price and Property Restrictions Until Final Closing. The total Purchase Price of the Property shall be Eight Million Dollars ($8, 000, 000) , subject to any offsets, credits and adjustments provided in this Purchase Agreement. The Purchase Price shall be satisfied by payment of the Closing Payment, six Annual Payments and Final Payment as provided in the Payment Table; such specified payments include imputed interest being charged by Seller and no additional interest shall be due or owing by District. 3.1 Closing Payment at Initial Closing. District shall deposit in the Escrow on or before the Initial Closing, and Escrow Holder shall disburse by check to Seller at Initial Closing, an amount equal to Seven Hundred Fifty Thousand Dollars ($750, 000) , subject to any offsets, credits and adjustments provided in this Purchase Agreement, said Seven Hundred Fifty Thousand Dollars ($750, 000) to constitute payment of the portion of the Purchase Price referred to herein as the Closing Payment. Real Property Transfer Agreement MROSD/Corte Madera Page 16 3.2 Annual Payments and Final Payment Under Grant Deed. In order for District to receive indefeasible fee simple title to the Property, District shall make the Annual Payments and Final Payment (adjusted by any credits, offsets and adjustments specifically provided for in this Purchase Agreement) at the times and in the amounts set forth in the Payment Table. The Payment Table additionally sets forth the effect of each such payment on the condition of District's title to the Property. Commencing with the Second Annual Payment, the Fee Simple Percentage shall increase and the Defeasible Fee Percentage shall decrease (by reason of recordation of each applicable Annual Payment Quitclaim Deed and the Final Quitclaim Deed) , all as shown in the Payment Table. The Annual Payments and the Final Payment specified in the Payment Table shall not be deemed to be obligations or indebtedness of District and District may, at its option, deliver notice to Seller that it elects not to complete payment of the Purchase Price of the Property and the parties' interests shall thereupon be governed by Section 7 hereof. In the event that District elects not to complete payment of the remainder of the Annual Payments and the Final Payment so as to fully pay the Purchase Price and convert its title to fee simple absolute, District shall give notice to Seller not less than sixty (60) days prior to the date of the next Annual Payment (or Final Payment, as applicable) . In the absence of such notice, District shall make each Annual Payment and the Final Payment by delivering to Seller, through escrow, as provided in Sections 4 . 3 and 4 . 4 of Real Property Transfer Agreement MROSD/Corte Madera Page 17 this Purchase Agreement, each Annual Payment and the Final Payment on or before the applicable date specified in the Payment Table. Until District has completed the Annual Payments and Final Payment as provided herein, District shall hold title to the Property subject to a fiduciary trust responsibility of partial or full reconveyance to Seller, as provided in Section 7 hereof, and District shall additionally be subject to the covenants and restrictions of Section 3 . 3 , including, but not limited to, uses of the Property, matters concerning zoning and other governmental restrictions, and insurance, all as provided in Section 3 . 3, until such time as District completes payment of the Purchase Price. 3.3 Covenants and Restrictions Applicable to District Until Payment of Purchase Price. Until District has completed payment of the Purchase Price in accordance with the terms hereof, the following covenants and restrictions shall be applicable to District: 3.3.1 No Public Dedication. As custodian of the Property during the defeasance process until payment of the entire Purchase Price, District will not dedicate for public use or take any other action which may result in the creation of rights of the public or of any other party in the Property or any interest therein. Without limiting the generality of the foregoing, District shall not dedicate the Property or any interest therein pursuant to Section 5540 of the California Public Resources Code or by reason or action of District under any other statute, rule or regulation of the State of California or of any local or other governmental entity. Real Property Transfer Agreement MROSD/Corte Madera Page 18 3. 3 .2 Restrictions on Useof Property. Except as otherwise provided herein or by express written permission of Seller, District shall not cause or allow physical changes to or on the Property (including grading, excavation and other earthmoving activities, burning, cutting or removing trees and other vegetation, or storage of hazardous or toxic substances on the Property) . Notwithstanding the foregoing, District shall not be prohibited from taking actions which do not significantly or materially affect the value or character of the Property and which relate to preparing the Property for use as public park, conservation or open space land, such as the creation of hiking trails and other similar actions; provided, however, that such permitted actions shall not include the pouring of significant concrete, the building of permanent structures or other material and substantial alterations of the use or character of the Property without Seller's prior written consent. 3.3.3 Seller to be Named an Additional insured. District shall maintain public liability insurance covering the Property with limits consistent with those carried by District with respect to its other open space properties, and shall cause Seller to be named as an additional insured on such policy, with liability limits in favor of Seller such that the maximum per occurrence and annual maximum payment under such insurance shall equal Two Million Dollars ($2 , 000, 000 - 00) . District shall additionally cause its insurer to issue a certificate to Seller evidencing liability coverage as stated above. Real Property Transfer Agreement MROSD/Corte Madera Page 19 3 .3 .4 Zoning and Other Governmental Restrictions. District shall not transfer, encumber or impose any conditions on the Property or any part thereof. Additionally, recognizing the limitations of District's authority and powers, District shall not itself implement and shall resist any actions by other governmental or quasi-governmental agencies that might affect the available uses of the Property or the rights of the owner thereof, including limitations imposed by rules, entitlements, restrictions and ordinances. Without limiting the generality of the foregoing, District further agrees not to change the zoning of the Property or to cause any change in such zoning, and to cooperate with Seller to prevent any such change in zoning. 3.3.5 Condemnation Actions. District shall have the authority to resist, challenge, and settle any condemnation action instituted by any other governmental agency. To the extent any such condemnation action by another governmental entity is fully or partially successful and some interest or portion of the Property is taken by such other governmental agency and such action results in a material taking of the Property or of any interest therein or otherwise materially lessens the value of the remainder interests in the Property, District shall either (1) share with Seller the aggregate dollar amount of all proceeds and awards received by District for such taking based upon the then-applicable Fee Simple Percentage (Seller to receive a proportion of all such funds equal to the then-applicable Defeasible Fee Percentage) or Real Property Transfer Agreement MROSD/Corte Madera Page 20 (2) District shall prepay the remainder of the Purchase Price or irrevocably assume and agree to make the remaining payments of the Purchase Price as provided in the Payment Table. 4. Escrow and Initial and Final Closings. Promptly upon execution of this Purchase Agreement, an escrow ("Escrow") shall be opened at First American Title Insurance Company ("Escrow Holder" or "Title Company") through which the purchase and sale of the Property shall be consummated. A fully executed copy of this Purchase Agreement shall be deposited with the Escrow Holder to serve as Escrow instructions. The parties shall execute such additional, supplementary or customary Escrow instructions as Escrow Holder may from time to time reasonably require. This Purchase 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 designated to act as an escrow holder and is authorized and instructed to deliver, pursuant to the terms of this Purchase Agreement, the documents and monies to be deposited into the Escrow as herein provided, subject to the teiius and conditions of this Purchase Agreement. 4.1 Dates of Initial Closing and Final Closing. The consummation of the transactions contemplated hereby in connection with the payment of the first installment of the Purchase Price Real Property Transfer Agreement MROSD/Corte Madera Page 21 consisting of the Closing Payment and the recordation of the Grant Deed (the "Initial Closing") shall take plac e at the offices of Escrow Holder on June 30, 1992 ; provided, however, that the parties may, by written agreement, extend the date of Initial Closing. The term "Initial Closing" as used herein shall be deemed to be the date when Escrow Holder causes the Grant Deed to be recorded in the office of the County Recorder for San Mateo County. The Initial Closing shall be subject to the satisfaction of all other conditions contained in this Purchase Agreement, including, without limitation, the delivery of the Initial Policy of Title Insurance described in Section 4 . 6 and the performance by District and Seller of their respective obligations hereunder required as of such date. The consummation of all transactions contemplated pursuant to this Purchase Agreement and consisting primarily of the payment of the Final Payment and the recordation of the Final Quitclaim Deed (the "Final Closingn) shall take place at the offices of Escrow Holder on the date Final Payment is made by District to Seller. The term "Final Closing" as used herein shall be deemed to be the date when Escrow Holder causes the Final Quitclaim Deed to be recorded in the office of the County Recorder for San Mateo County. The Final Closing shall be subject to the satisfaction of all other conditions contained in this Purchase Agreement, including, without limitation, the delivery of the Final Policy of Title Insurance described in Section 4 . 6 and the performance by District and Seller of their respective obligations hereunder required as of such date. Real Property Transfer Agreement MROSD/Corte Madera Page 22 4.2 Items to be Delivered by Initial Closing. 4.2.1 By Seller4 Seller shall deposit (or cause to be deposited) into the Escrow on or before the Initial Closing: (a) The duly executed and acknowledged Grant Deed suitable for recordation in the form attached as Exhibit E. (b) The Second Annual Payment Quitclaim Deed (Exhibit F-1) , Third Annual Payment Quitclaim Deed (Exhibit F-2) , Fourth Annual Payment Quitclaim Deed (Exhibit F-3) , Fifth Annual Payment Quitclaim Deed (Exhibit F-4) , Sixth Annual Payment Quitclaim Deed (Exhibit F-5) , and Final Quitclaim Deed (Exhibit F-6) , each of the foregoing to have been duly executed and acknowledged and in recordable form. (c) All additional documents and instruments which District's counsel, Seller's counsel and Escrow Holder may mutually determine are necessary to consummate the provisions of this Purchase Agreement. In that connection, Seller shall file in the California Office of the Secretary of State a Certificate of Limited Partnership and such other documentation as may be required under California law (including California Revised Limited Partnership Act, Section 15611 et seq. of the Corporations Code) and shall cause a certified copy thereof to be recorded in the office of the Recorder for the County of San Mateo, California and as otherwise required by the Title Company in order to issue the Initial Policy of Title Insurance under Section 4 . 6. Real Property Transfer Agreement MROSD/Corte Madera Page 23 4.2.2 By District. District shall deposit or cause to be deposited into Escrow on or before the Initial Closing: (a) Funds equal to Seven Hundred Fifty Thousand Dollars ($750, 000) (by delivery of District's check to Escrow Holder or by wire transfer by District to an account designated by Escrow Holder) , plus such additional amount as may be necessary to cover any costs imposed upon District pursuant to Section 4 . 5. (b) The required Certificate of Acceptance for the Grant Deed, duly executed by District and to be dated as of the Initial Closing. (c) All additional documents and instruments which District's counsel, Seller's counsel and Escrow Holder may mutually determine are necessary to consummate the provisions of this Purchase Agreement. 4.3 Items To Be Delivered in Connection With Annual Payments. 4.3.1 13Y Seller. (a) All documents and instruments which District's counsel, Seller's counsel and Escrow Holder may mutually determine are necessary to consummate the provisions of this Purchase Agreement. 4.3.2 By District. District shall deposit or cause to be deposited into Escrow on or before the date indicated in the Payment Table for each Annual Payment: Real Property Transfer Agreement MROSD/Corte Madera Page 24 (a) Funds equal to the applicable Annual Payment (adjusted by any credits, offsets and adjustments specifically provided for in this Purchase Agreement and to be made by delivery of District's check to Escrow Holder or by wire transfer by District to an account designated by Escrow Holder) , plus such additional amount as may be necessary to cover any costs imposed upon District pursuant to Section 4 .5; (b) Commencing with the Second Annual Payment, the required Certificate of Acceptance for the applicable Annual Payment Quitclaim Deed, duly executed by District. (c) All additional documents and instruments which District's counsel, Seller's counsel and Escrow Holder may mutually determine are necessary to consummate the provisions of this Purchase Agreement. 4.4 items To .Be Delivered BY-Final Closing. 4.4. 1 By Seller. (a) All documents and instruments which District's counsel, Seller's counsel and Escrow Holder may mutually determine are necessary to consummate the provisions of this Purchase Agreement. 4.4.2 By District. District shall deposit or cause to be deposited into Escrow on or before the Final Closing: (a) Funds equal to One Million Two Hundred Fifty Thousand Dollars ($1, 250, 000) (adjusted by any credits, offsets and adjustments specifically provided for in this Purchase Agreement and Real Property Transfer Agreement MROSD/Corte Madera Page 25 to be made by delivery of District's check to Escrow Holder or by wire transfer by District to an account designated by Escrow Holder) , plus such additional amount as may be necessary to cover any costs imposed upon District pursuant to Section 4 . 5; (b) The required Certificate of Acceptance for the Final Quitclaim Deed, duly executed by District. (c) All additional documents and instruments which District's counsel, Seller's counsel and Escrow Holder may mutually determine are necessary to consummate the provisions of this Purchase Agreement. 4.5 Closing Costs and Prorations. District and Seller shall each pay one-half (1/2) of the Escrow fees, documentary transfer taxes (if any; none anticipated) , premium for the CLTA Standard Coverage Policy of Title Insurance described in Section 4 . 6 as the Initial Policy of Title Insurance, and any and all customary recording costs and fees in connection with the Initial Closing. Seller shall additionally pay all reasonable costs, if any, required to deliver title to the Property at the Initial Closing which is only subject to the exceptions described in Section 4 . 6 below. All current property taxes relating to the Property conveyed hereunder shall be prorated through Escrow between District and Seller as of the Initial Closing based upon the latest available tax information using the customary escrow procedures and in conformity with Section 4986 of the California Revenue and Taxation Code. District shall bear the costs associated with Escrow fees in connection with Real Property Transfer Agreement MROSD/Corte Madera Page 26 the Annual Payments and recordation of the Annual Payment Quitclaim Deeds and in connection with the Final Payment and recordation of the Final Quitclaim Deed, as well as the cost of the Final Policy of Title Insurance Provided in Section 4 . 6. All other costs or expenses not otherwise specifically provided for in this Purchase Agreement shall be allocated between District and Seller in the manner customary in San Mateo County, California. 4.6 Title Insurance Policies. Seller shall cause Title Company to prepare and be committed to deliver to District at the Initial Closing a Standard Coverage CLTA Policy of Title Insurance, dated as of Initial Closing ("Initial Title Insurance Policy") , insuring District's interests in the Property as provided herein, in the amount of Eight Million Dollars ($8, 000, 000) . Such CTLA Policy of Title Insurance shall be shall be subject only to: (i) Current real property taxes; (ii) The printed exceptions contained in said Initial Title Insurance Policy; (iii) The Permitted Exceptions; and (iv) The effect of the defeasance and other provisions of the Grant Deed; and (v) All other matters approved in writing by District prior to the Initial Closing, as determined by District in its sole, absolute and unfettered discretion. The parties shall cause the Title Company to issue the "Final Title Insurance Policy" at the Final Closing, which policy Real Property Transfer Agreement MROSD/Corte Madera Page 27 shall be identical to the Initial Title Insurance Policy described above, except that the defeasance provisions of the Grant Deed shall not be an exception to the Final Title Insurance Policy. 4.7 Escrow Instructions For Initial Closing. When all required funds and instruments have been deposited into the Escrow by the appropriate parties and when all other conditions to Initial Closing have been fulfilled, Escrow Holder shall: 4 .7 . 1 Cause the Grant Deed (Exhibit E) , and attendant Certificate of Acceptance relating to the Grant Deed, to be recorded in the office of the County Recorder for San Mateo County, California. 4 .7 . 2 Cause to be delivered: (a) to District the original of the Initial Policy of Title Insurance required herein; (b) to Seller, Escrow Holder's check for the sum of Seven Hundred Fifty Thousand Dollars ($750, 000) less Seller's portion of the expenses described in Section 4 . 5; and (c) to District or Seller, as the case may be, all other documents or instruments which, in accordance with the intentions of this Purchase Agreement, are to be delivered to them. In the event the Escrow terminates without Closing 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. 4.8 Interim Escrow Instructions (Annual Payments and Annual Payment Quitclaim Deeds) . When all required funds and instruments have been deposited into the Escrow by the appropriate Real Property Transfer Agreement MROSD/Corte Madera Page 28 parties in connection with the making of each Annual Payment and when all other conditions related thereto have been fulfilled, Escrow Holder shall: 4 . 8 . 1 As to the Second and each subsequent Annual Payment, cause the applicable Annual Payment Quitclaim Deed, and attendant Certificate of Acceptance relating to the Annual Payment Quitclaim Deed, to be recorded in the office of the County Recorder for San Mateo County, California. 4 . 8 . 2 Cause to be delivered: (a) to Seller, Escrow Holder's check for a sum equal to the applicable Annual Payment adjusted by any credits, offsets and adjustments specifically provided for in this Purchase Agreement and reduced by Seller's portion of the expenses described in Section 4. 5; and (b) to District or Seller, as the case may be, all other documents or instruments which, in accordance with the intentions of this Purchase Agreement, are to be delivered to them. 4.9 Final Closing Escrow Instructions. When all required funds and instruments have been deposited into the Escrow by the appropriate parties and when all other conditions to Final Closing have been fulfilled, Escrow Holder shall: 4 . 9 . 1 Cause the Final Quitclaim Deed, and attendant Certificate of Acceptance relating to the Final Quitclaim Deed, to be recorded in the office of the County Recorder for San Mateo County, California. Real Property Transfer Agreement MROSD/Corte Madera Page 29 4 . 9 . 2 Cause to be delivered: (a) to District the original of the Final Policy of Title Insurance required herein; (b) to Seller, Escrow Holder's check for the sum of One Million Two Hundred Fifty Thousand Dollars ($1, 250, 000) , adjusted by any credits, offsets and adjustments specifically provided for in this Purchase Agreement and reduced by Seller's portion of the expenses described in Section 4 .5; and (c) to District or Seller, as the case may be, all other documents or instruments which, in accordance with the intentions of this Purchase Agreement, are to be delivered to them. 5. Rights and Liabilities of the Parties in the Event of Termination Before Initial Closing. In the event this Purchase Agreement is terminated before the Initial Closing and the Escrow is thereby cancelled for any reason, all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. upon any such termination of the 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 other failure to effect the Initial Closing. Real Property Transfer Agreement MROSD/Corte Madera Page 30 6. District's Agreement Regarding Any Future Lender to Seller. District understands that Seller may desire to pledge, assign or sell the payment by District of the remainder of the Purchase Price (composed of the six Annual Payments and the Final Payment) for purposes of borrowing or otherwise acquiring funds; provided, however, that District has no legal obligation to make any of such payments to the extent that it gives notification pursuant to Section 3 . 2 of its election not to acquire indefeasible fee simple title to the Property. District agrees to cooperate with Seller and to execute such reasonable documentation as may be required to accommodate any such transaction so as to allow Seller to so pledge, assign or sell payments of the remainder of the Purchase Price. 7. Obligations of District and Seller in the Event District Gives Notification of Cessation of Payments. If District elects not to acquire indefeasible fee simple title to the Property by giving notice under Section 3 . 2 that no further payments will be made toward the Purchase Price, District shall execute, acknowledge and deliver to Seller, within ten (10) days of request therefor, a Grant Deed and such other appropriate documents and instruments as may be required by Seller and by the Title Company to convey to Seller an undivided fee simple interest in the Property equal to the then-current Defeasible Fee Percentage (until District has made the Second Annual Payment, the Defeasible Fee Percentage shall be one I Real Property Transfer Agreement MROSD/Corte Madera Page 31 hundred percent (100- 00%) and District shall not be entitled to retain any interest in the Property under this Section 7) . In the event District has made one or more payments subsequent to the First Annual Payment, Seller and District shall as a result then hold the Property as tenants-in-common, with District holding an undivided interest equal to the then-current Fee Simple Percentage and the remaining interest being held by Seller as a tenant-in-common holding an undivided interest equal to the then-current Defeasible Fee Percentage. In such event, District agrees to cooperate with Seller as to further disposition of the Property. Such cooperation by District shall include, but not be limited to, any or all of the following: (1) Seller may repurchase District's entire interest in the Property .by payment to District of an amount equal to the Purchase Price of Eight Million Dollars ($8 , 000, 000- 00) multiplied by the then-applicable Fee Simple Percentage; (2) Seller and District shall negotiate in good faith as to the partitioning of the Property as between them; (3) Seller and District shall negotiate in good faith as to sale and transfer of District's interest in the Property to a party designated by Seller; (4) Seller and District shall negotiate in good faith as to a joint sale by both to a third party as designated by Seller and on terms and conditions reasonably acceptable to both; or (5) Seller and District shall negotiate in good faith to enter into a tenancy-in-common agreement or holding agreement having terms and conditions specified by Seller and reasonably acceptable to District. Real Property Transfer Agreement MROSD/Corte Madera Page 32 8. Demolition of Patricia"s Homestead Ruin. It is agreed that Patricia's Homestead Ruin shall be demolished and the rubble cleaned up in such fashion as may reasonably be prescribed by District and subject to the expense sharing and other provisions of this Section 8 ; provided, however, that District agrees to support on-site burial of the rubble if allowed by the Town of Portola Valley, and provided that the bids of contractors accepted by District for purposes of such cleanup (as provided below) shall be subject to the reasonable approval of Seller. District shall be in charge of obtaining bids and for overall coordination of this project. After the Initial Closing, District shall make arrangements, in accordance with its internal rules and procedures, for the removal or burial of the remaining structures on Patricia's Homestead Ruin, including the "residence" , "stable foundation" , "garage foundation" and "greenhouse foundation", all as identified on Map Four, and such other improvements or conditions which are found potentially hazardous or unsightly by District based upon a District-financed architectural or engineering study of Patricia's Homestead Ruin. To the extent District elects to maintain or restore any of such improvements on a limited basis for cultural historical or other reasons, District shall bear that portion of the costs associated with maintaining and restoring any of such improvements. Except for those costs mentioned above which shall be borne solely by District, the cost of such cleanup shall be shared between Seller and District such that Seller shall be responsible Real Property Transfer Agreement MROSD/Corte Madera Page 33 for the first Twenty-Five Thousand Dollars ($25, 000) of such costs plus one-half (1/2) of all costs over $25, 000 (e.g. if the total cleanup cost is $75, 000, Seller shall pay an amount equal to $25, 000 plus 50% of $50, 000 = $25, 000, for a total of $50, 000) . The foregoing payment shall be handled outside of Escrow, except that at the election of District, any amounts owing from Seller to District by reason of the provisions of this Section 8 may be treated as an offset to the amount of the next Annual Payment. To the extent that any heavy vehicles are required in connection with such cleanup, Seller hereby consents to such use, notwithstanding any contrary provisions regarding the Seller's Driveway Easement or District's Road Easement as provided in the Grant Deed and the costs of any repair to the Driveway shall be a part of the bids by subcontractors and the costs thereof shall be shared by District and Seller in the manner set forth above. 9. Representations and Warranties. 9.1 Seller's Representations, Warranties and Indemnity. For the purpose of inducing District to enter into this Purchase Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller hereby represents and warrants to District that as of the date this Purchase Agreement is fully executed and as of the date of Initial Closing (except as otherwise disclosed on Exhibit G attached hereto) : Real Property Transfer Agreement MROSD/Corte Madera Page 34 9. 1. 1 Authority. Seller has full right, power and authority to enter into this Purchase Agreement and to perform the transactions contemplated hereunder. 9.1.2 Valid and Binding Agreements. This Purchase Agreement and all other documents to be delivered by Seller to District hereunder have been or will be duly authorized, executed and delivered by Seller and are legal, valid and binding obligations of Seller and are fully sufficient to convey to District the Property, as described herein, and are enforceable in accordance with their respective terms and do not violate any provisions of any agreement, instrument, judgment, order, law or regulation to which Seller is a party or by which Seller is bound. 9.1.3 Good Title. Seller will have at the Initial Closing good, marketable and fee simple title to the Property to be conveyed to District hereunder, free and clear of all liens and encumbrances of any type other than as provided in the Grant Deed or otherwise provided in this Purchase Agreement, and free and clear of any other recorded or unrecorded option rights or purchase rights or any other right, title or interest held by any third party, except for the Permitted Exceptions and the additional exceptions allowed under the express terms hereof. 9. 1.4 No Undisclosed Leasehold Interests. There exist no oral or written leases or rental agreements affecting all or any portion of the Property, nor are there persons occupying or entitled to occupy all or any portion of the Property; provided, Real Property Transfer Agreement MROSD/Corte Madera Page 35 however, that Seller makes no representation with regard to persons who may be trespassers on the Property without Seller's knowledge. Seller further warrants and agrees to hold District free and harmless from and against 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, rental agreement, or occupancy of the Property (including, without limitation, relocation payments and expenses provided for in Section 7260 et seq. of the California Government Code) . 9.1.5 Indemnity. 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 and warranties. 9.2 District's Representations and Warranties. For the purpose of inducing Seller to enter into this Purchase Agreement and to consummate the sale and purchase of the Property in accordance herewith, District hereby represents and warrants to Seller that as of the date this Purchase Agreement is fully executed and as of the date of Initial Closing: 9.2.1 Status of District. District is and will be on the Initial Closing a regional open space district of the State of California, organized and operating pursuant to the Constitution and laws of the State of California with the full power and authority to execute and deliver this Purchase Agreement and the other instruments to be executed by it hereunder; Real Property Transfer Agreement MROSD/Corte Madera Page 36 9.2.2 Authority. District has full right, power and authority to enter into this Purchase Agreement and to perform the transactions contemplated hereunder. By official action of District prior to or concurrently with the acceptance hereof, District has duly authorized and approved the execution and delivery of, and the performance by, District of the obligations on its part contained in this Purchase Agreement, and the consummation by it of all other transactions contemplated by this Purchase Agreement; provided however that, as provided herein, District has no obligation to complete payment of the Purchase Price. 9.2.3 Valid and Binding Agreements. This Purchase Agreement and all other documents to be delivered by District to Seller hereunder have been or will be duly authorized, executed and delivered by District and are legal, valid and binding obligations of District, and do not violate any provisions of any agreement, instrument, judgment, order or regulation to which District is a party or by which District is bound. The execution and delivery of this Purchase Agreement and compliance with the provisions on Distict's part contained herein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which District is a party or is otherwise subject. Real Property Transfer Agreement MROSD/Corte Madera Page 37 10. Waiver of Statutory Compensation. Seller and District understand and agree that Seller may be entitled to receive the fair market value of the Property 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, et seq. Seller hereby waives any and all existing and/or future rights Seller may have to the fair market value of said Property, to require appraisals, or any other right, as provided for by said Federal statutes and California Government Code Sections. 11. 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 Initial Closing, cause or allow any physical changes on the Property (including, but not 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) , except as provided herein with respect to Patricia's Homestead Ruin. Real Property Transfer Agreement MROSD/Corte Madera Page 38 12. 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, rule or regulation. 12 . 1 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 substance on the Property; and (ii) Seller has no knowledge of the presence on the Property of any hazardous substance, whenever or however placed or stored. 12 . 2 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. 13. Miscellaneous Provisions. 13. 1 GOVERNING LAWS. IT IS THE INTENTION OF THE PARTIES HERETO THAT THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, U.S .A. (IRRESPECTIVE OF ITS CHOICE OF LAW PRINCIPLES) SHALL GOVERN THE Real Property Transfer Agreement MROSD/Corte Madera Page 39 VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION OF ITS TERMS, AND THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO. THE PARTIES HEREBY AGREE THAT ANY SUIT TO ENFORCE ANY PROVISION OF THIS AGREEMENT SHALL BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR IN THE SUPERIOR OR MUNICIPAL COURT IN AND FOR THE COUNTY OF SAN MATEO, CALIFORNIA, U.S.A. EACH PARTY HEREBY AGREES THAT SUCH COURTS SHALL HAVE EXCLUSIVE IN PERSONAM JURISDICTION AND VENUE WITH RESPECT TO SUCH PARTY, AND EACH PARTY HEREBY SUBMITS TO THE IN PERSONAM JURISDICTION AND VENUE OF SUCH COURTS. 13.2 Attorneys' Fees. Should suit or arbitration be brought to enforce or interpret any part of this Purchase Agreement or any Exhibit hereto, the prevailing party shall be entitled to recover (as an element of the costs of suit or arbitration and not as damages) reasonable attorneys' fees to be fixed by the court (including without limitation, costs, expenses and fees on any appeal) . If any party to this Purchase Agreement shall bring any action for any relief against another, declaratory or otherwise, arising out of this Purchase Agreement, the losing party shall pay to the prevailing party a reasonable sum for attorneys' fees incurred in bringing such suit and enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. The parties agree that any judgment or order entered in such action shall contain a specific Real Property Transfer Agreement MROSD/Corte Madera Page 40 provision providing for the recovery of attorneys' fees and costs incurred in enforcing such judgment. For the purposes of this Section, attorneys' fees shall include, without limitation, fees incurred in the following: (1) postjudgment motions, (2) contempt proceedings, (3) garnishment, levy, and District and third party examinations, (4) discovery, and (5) bankruptcy litigation. 13.3 Amendment and Waiver. The parties hereto may by mutual written agreement amend this Purchase 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 Purchase Agreement or in any documents delivered pursuant hereto; (iii) waive compliance by the other party with any of the covenants contained in this Purchase 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 Purchase Agreement. Any agreement on the part of any party for any such amendment, extension or waiver must be in writing. 13.4 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 Purchase Agreement. The exercise or partial exercise of any right, power or remedy shall Real Property Transfer Agreement MROSD/Corte Madera Page 41 neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. 13.5 Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Purchase 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 upon receipt 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 on pages ii and iii hereof, with copies of notices to District to be given to District General Counsel and copies of notices to Seller to be given to Seller's Counsel. If sent by telegraph, cable, telecopy and other facsimile transmission, a conformed copy of such notice shall 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. Any party may change its address for such communications by giving notice thereof to the other parties in conformity with this Section. Nothing contained in this Section or otherwise in this Purchase Agreement Real Property Transfer Agreement MROSD/Corte Madera Page 42 shall excuse any party from giving oral telephonic notice when prompt notification is appropriate, but any oral telephonic notice which is so given shall not satisfy the requirement of written notice as specified in this Section. The foregoing provisions regarding the giving of notice by any party shall be applicable to all notices given hereunder or under any of the Exhibits hereto. 13.6 Entire Agreement. This Purchase Agreement (together with its Exhibits and the other documents referred to herein) is intended by the parties hereto to be the final expression of their agreement and constitutes and embodies the entire agreement and understanding between the parties hereto with regard to the subject matter hereof and is a complete and exclusive statement of the terms and conditions thereof, and shall supersede any and all prior correspondence, conversations, negotiations, agreements or understandings relating to the same subject matter. 13.7 SeverabilitV. If any of the provisions of this Purchase 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 Purchase Agreement. The parties further agree to replace such void or unenforceable provisions of this Purchase Agreement with valid and enforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. Real Property Transfer Agreement MROSD/Corte Madera Page 43 13.8 Counterparts. This Purchase Agreement may be executed in one or more counterparts, each of which shall be deemed 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. 13.9 Waiver. No waiver of any term, provision or condition of this Purchase 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 Purchase Agreement. 13.10 Time of Essence. Time is of the essence of each provision of this Purchase Agreement in which time is an element. 13.11 Survival of Covenants, Representations and Warranties. All covenants of District and Seller which are expressly intended hereunder to be performed in whole or in part after the Final Closing, and all written representations and warranties by either party to the other, shall survive the Final Closing and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. 13.12 Assignment. Except as expressly permitted herein, no party to this Purchase Agreement shall assign its rights or obligations under this Purchase Agreement to any third party without the prior written approval of the other parties, which approval Real Property Transfer Agreement MROSD/Corte Madera Page 44 shall not be unreasonably withheld. Notwithstanding the foregoing, District may assign its purchase rights as to all or any portion of the Property to one or more parties that it deems to have similar or complimentary purposes. 13.13 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 Purchase Agreement. 13.14 Binding on Successors and Assigns. This Purchase 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. 13.15 Captions. Captions are provided herein for convenience only and they form no part of this Purchase Agreement and are not to serve as a basis for interpretation or construction of this Purchase Agreement, nor as evidence of the intention of the parties hereto. 13.16 Pronoun References. In this Purchase 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. 13. 17 Broker's Commission. Each party agrees to and does hereby indemnify and hold the other harmless from and against any Real Property Transfer Agreement MROSD/Corte Madera Page 45 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 the indemnifying party in connection with this transaction. 13.18 Legal Fees. Except as otherwise provided in this Purchase Agreement, District and Seller shall each bear their own respective legal expenses incurred in connection with the negotiation and consummation of the transactions contemplated by this Purchase Agreement. 14. Acceptance. This Purchase Agreement and the exhibits hereto have been prepared at District's expense and in consideration of District's efforts and expense in such regard, Seller agrees to the following acceptance procedure so as to accommodate District's approval process in connection with the acquisition of the Property. Seller agrees that District has provided sufficient consideration for the irrevocable offer provided hereinbelow, such firm offer period being necessary for District's approval process as a governmental agency. This Purchase Agreement must be executed and delivered by Seller on or before May _, 1992 . In the event of Seller's compliance with the foregoing sentence, District shall have through 1 1992 , to accept and execute this Purchase Agreement and during said period this Purchase Agreement shall constitute an irrevocable offer by Seller to sell and convey to Real Property Transfer Agreement MROSD/Corte Madera Page 46 District the Property described herein for the consideration and under the terms and conditions herein set forth. Provided that this Purchase Agreement is accepted and executed by District, this transaction shall close in accordance with the terms and conditions set forth herein. IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed with the intent and agreement that the same shall be effective as of the day and year first above written. DISTRICT: SELLER: MIDPENINSULA REGIONAL OPEN CORTE MADERA, A CALIFORNIA SPACE DISTRICT, a Public District LIMITED PART E IP APPRO D AS TO FO By; ,�--- RyfNpd Kelley General Partner Stanley R. ort'on District C nsel Date: :APP F \Z RECOMMENDATION: L. Craig Britton Assistant General Manager APPROVED AND ACCEPTED: President, Board of Directors ATTEST: District Clerk Date: 0929M/001/24-920522 \•�'`. �', d + �)+•u'. Isor' ��� a x r ; TAX CODE AREA- --- — [-35 ? �`� Na.•n•✓I:e.u' h'q.11,{'S, �^� 2 Z t 3 � ! 3 Z 3O 3 � 2 ----- GULcH 14 . rb I '• �-..ir•,.'.v 1 � k � R ?;� � .� `1 � ` ti i ,O'4,;'i � � ! i � �l � • x r1�+•,L.,H� ,J' •F ! �rr � .! la: :, 1 ? � F i � •�� •t a � ��. Z�� 2� =' a R � �lt •; 1 a• b y r.I•s4'a.r l.r .� b 1. P E; ♦ .! 1 L �' �' i 1 ♦Z 4 it -xu•,1'L I.J't v� L ; i.� t a Z R •♦ ♦ 2 �! Pig; ;�; rh �3 3 w. L i n� a Y'\`� ^ L it pi l6 }iw �� .�'Gi j•� •ALL �ti •+ o 'w i w,� 3 3 euJ•,t•1oY sl.0 a t ; y f i 2 Coo, N•.l'L ,tL.r1r 'tr•..r d� �ly'1 a� GL) �J x ►C� F�nj-, ff I1 L �, • �ill� t{�fy. 4 0. � � L � ? 3 !ZL'n, en.etw' '�y 1°rl � �;0 i wo•I°•r r,a nl' )y o'' 1 � �. pp � •Gi 11 T^ 1 w. •1r••'Qt,� �. / +yl�;� ,; t �. Y 7 $� � � '�'wh♦ ''•�1 'Isll�jOl �4.�! !� W � Hlr•II'w lae ,' .1„+'• C yfly ��i�E= t� `1�p � ��r �"b. }l,t ♦ � 7 � e Sr g E`J�,4 R- 1" � wrr•,t'w J, a.' +(y'+r t+'��' - • oO I+r�'� •S«3� �h'"; Tf�� �C ���rs hOr...,l� i2� � •�L"?�. ; j r�., •' � h� lei �' v,..lo'. „7 t.• • 1r ,° -A .o ••1 �ltT.Vf M..J�� C� ; �� � M,•J7'w eo.,t, r J'' rC�ir ri°Y l�;R ? • 4'� , \ ' ►1 o ¢'� N,•u'L lo)e1, w 'ti `q• ti wvfYse�t J _ +��6•s� ' �1�N�a•,7'w I+Jse' LJX80 's �'.~ b veyv / �sa4 �• { \'��s' A 3 NIJ•,r'w Ir[.or' +��' n, r r•er. 12w � M54VI'w J11.I A'H 1�`'' �f �3 $ 1 xr•1e'.. ,Jo.-, 25 4 1.-Jurors IL1 fr4—•Ylj�p•/v*. r .A ` '"' fin , -♦ Parcel L ` �`a t. NS7•J r'.' 14.)l• �•;.�, � g •v,a W N,I•ot',.• I,r.se' to y% �R i�w �; •• 1 !��(�°.f 'itr e° � `•w� � xrl•7J'w JS' °w � '! 2�i, ^L � 7 f'e'"Ilo�I1`�II"f ` f� ♦ � y '� rrs+,J'.v 7S' R,"«Bins sy'1•+f u•rf' f "+ F��{f'��1r{,� '] � �Ra 7S � � r<•,rw ,sor• �K'7B :3^ S, M I •Je"" t ♦75� © � Z L t,,. I 1 x,t•e!'w eI' ` I Yr}�++M f i L J NJ7•Il'w aJ II' ♦ •^ "77•1I IDti /M.1f1 I�. 4. N77•I,' `) ; r lG 3 + PrH PdR Re tained Parcel * ° A ".""• New? u.l!' Parcel S 72 I.e71 ' i » �1 ;H}•fi'u�,,...,I U AD 44-W _ 1 ,� i Y �,s• fix, N»i •u'L .,.sl, �' r�°� � 7• o ^ j 7 y CZ �`L Nr •r.✓f t7.st' S;oa d4 w �•u w I X � r� Yr�Tnl 1i' yt n w L w O NH•17'w rl.tt' IL2 L y > yv ""."'w rro.o'' PARCEL MAP VOL 13119 c xrrs'w fr.orl u N7r•Iow .ul ar.ss,* APARCEL MAP VOL 26146 N �1 wfas'w 101.5e Af POR rOL A VALLEY SCHOOL DISTRICT LEGEND "Total Property"=Parcel L + Parcel S + Retained Parcel &A,,,, „� r .,_;,,;, n 1 MMPENINSULA REGIONAL OPEN SPACE DISTRICT Windy Hill Open St ;e Preserve o 4. � C'�C _�' � ♦ '� t,4 LEGEND "... ,,: SAUSAL "Total Property"=Parcel L + Parcel S + Retained Parcel ,.,.:. 3 PCB -}- - NO "The Property"=Parcel L + Parcel S • y `` �� — PUBLIC . _ ,�• RK wW �� 41�`.. v , � PA I NG �- .{,i, 3 k`�� { gs t � 3.Fy d2 �r x;{jt __ �•` �'� F t Ns. " PORTOLA VALLEY SPRINC`RIDGE TRAIL` 1791 ti �z/ ��`���• /, I ��:�\ � ` r/ ` I� `J'` +<: ���3.Y• `,_~, ''_�`• ' Est `�41 1: AN KivtRSARY TRAIL mi 0.75 N. • /:, yam_ a� $ ��y ` EAGLE TP.AILFZ: :. HAMMS_GULCH TRAIL---•— I, G < < 1 . ,r ' ';fc(�r�, `i•�♦-.:✓� ,\ ail�\\ /: ;r"' �"' ' ,� �`'' "a' r �, , l } ..f f �1 /1�- ?``�1.�".,� tj ,, ;,t `•� `' �/ J ?mil E;_ ,p �. { _`\ � _.? �" a< 1 \� Parcel L : z.r r \' `+`r ,. PRIVATE.. �..<�. :„..,;<,; ;`� PROPERTY _ li'�._ W-V k l _Retained Parcel * .;%`A �• a �. ` K ta. ?c 1?` ? .� : .n`' `.i1`Q s\ / �""� >-1...`�- .—:l�i�f-i^•'A! J�C'Al ��\ �� `. f'` RAZORBACK RIDGE TRAIL j -� f� "_y-•'�� ��• '� i i'�' �, ., i f LOST TRAIL `� Parcel S r .�j1.°)t 1�j`�� : V BICYCLES ALLOWED ON.. 1� SPRING RIDGE TRAIL K a k ONLY, <� N DOGS ON LEASH ALLOWF;D + 1�•) t f ` ,' t' �? ON ANNIVERSARY TRAIL A '� r> • "'SPRING RIDGE TRAIL, EAGLE. TRAIL �;ISKYLINE BOULEVARD '__ �� rah -.^✓. ,.,r..$�.;� 5 f a�3f u3e4 ✓' `lt { � !r �` '/ f�, � `. tJl �S�"+ ay 1 77 ?t r x s<., r� . '\. Map Two PROPOSED ADDITIONS TO 1 - 111111L ` Exhibit A - 2 .1w : t .�, WINDY HILL OPEN SPACE PRESERVE :,, �4 . } t � MAY 1992. LEGEND �Y,. 4 �i � 1 AMK�-/' '" .6�2 .�� ��T`I`AIEAVGE�11 "Total Property"=Parcel L + Pare' + Retai ned Parcel "The Property"=Parcel L + Parce, •`v�- -7 =fir r,.> Fi--. j •� reral�lr. - anda i . t i%„j •/• r •:�r f — 1 as \ �.`• WON �o r♦�+ rD E� J. 1.. - r1``` � '�'�•' I%'` r _ r 3.;i _� \ ... -�* ,•. AESEAVE °'S�• `s 7.1 6.6 Yin ��� �.• * r // r{ !'�y f. \ Wwr il�� ►7 Loi jr (f rcnrew TnnV WON GENERAL LOCATION MAP • Patricia's Homestead Ruin LANDS TO BE AC UIRED f� DRIVEWA (the Property Parcel L) _ ;;., • + z' (and Seller's k , u \: 1���''1 �$ Driveway Easement) `-== �:; 3'• 5 OF CORtE DER •t ��/� DRIVEWAY t S (and Seller's 'i. `�\`\;,••••.= .\,\•'\\\\PA\-^ :```�`; ' `.\ 1 ``1 Ie{ I�• 1` \ I /f�� Driveway Easement) ` �; , . ti �., c` ';:�,. \� ,\ ,III `t I i t\ t �.,� : � ; a f ✓fr WINDY HILL .hk =��: OPEN SPACE PRESERVE,- WINDY HILL , - - 4 .OPEN SPACE PRESERVE)*... '*: i= _� I �;( //;s= "; �` \ � � •'• ~ �•:. .! {{ i � f 's�'�ssy •� \ ,I ,/q� I; F / ♦ _�•- f it r / /i it J� - t >r,XT/ \• \ �; •`I I I�It4'•, i 2 f �"� rn ` r%i,p j!. ,/ 3 l l -. �� 't r •J I �•i[ r� �.. r e j. � ` ;t'.. �; 1, I� •'�r fF-� f �{ °' t r PRI V �, � � ,- �� ,;-•.. ,�. �,l . . ATE PROPERTY f ` •_;:_. ,� ; ,/• .: � _ 3=�� ;� ''� t 1 '' �`,- ' ..--fir >,�' �•'� , t �r i' a ��>/ ',i i+ f _� '♦ at($' 'it r s, :_; �/i > r ,. 1//� 1 f I'J'Ir� i{ � '� �' ��.;✓rL.t.,e....�s' �,, `�;" \ i 1 't /• 'i� .r,/ "v�� t7(((((il'ii}E_ F a •\ 1..� /,> r, �. <- " . / - � t' .` -" ' - ( fs LANDS TO E AC QUIRED - \ fi District's - ;� � - (the Prop r-- P S :> ? Road Easement % a > \15i sf *'; t• -`. `I L _ '•�'f m,o i�\ 1'`, '', - "'� /� /a, a���10 '� / —� ,,� � 5s r ' + �a � ; `'��'L�• `, .�`;:;t`��.rF �i�` � / r�/�r : �\ rtiY .._ -.W! ` to + F,.s e y,Y �. ` \\�•�� ./f a 'J."/ _ L .4W rw 1, Retained Parcel Ma Three / �- (Garage Site) Exhibit A 3 f j > •' y �� `. _ /C yV`r, fr� �`1r11 r/� ,/;�� o i i f/ ✓ -.,—�,_.�...'.�'- ��� � 1�`t- y � � f + ��3.' \/ PROPOSED ADDITIONS TOorth f 1+ MAY ?�z - - WINDY HILL OPEN SPACE PRESERVE 1 II 1 \ , , It n it \ \ Gardens c.\ It Greenhouse Foundation- ', 1111 in i \, I 7zz r i 1 I _�, / �i i Jyy.� �` .``-.---•fir—+ -q / ,I' ` ~ \i Stable Foundation - 1lot Plaii of Patricia's Homestead s/row ing the irrigation systems, building loca lials,foiurtai»s and pouts. Garage Foundation Residence 156 [Exhibit B to Purchase Agreement] LEGAL DESCRIPTION OF TOTAL PROPERTY The land herein referred California, to is situated in the State of County of San Mateo, Town of described as follows: Portola Valley, and is PARCEL I : BEING a portion of t recorded in Volu m to Cort he lands conveyed by Deed 4416 of Deeds at pagecr 452 to 465 e Madera a partnership , BEGINNING at the most Southerly point of Parcel B as is shown on that certain map - entitled said Parcel RESUBDIVISION OF PORTION OF EL CORTE "PARCEL MAP, BEING A August 2, 1971 in Volume 13 of Parcel Ma s at MADERA RANCHO- , recorded on San Rate ' County, California- p e the folo 'Con • thence from said point9ofRecords beginning g courses and- distances: 759.46 feet , North 330 55' 25" South 84 34 ' 35" West 25" West 1 ,128.68 feet West 505_26 feet , North 14" 254 37� 34 ' 35" East g21 .et, North 5 04 , 35" East 621 .90 feet , North to a feet . South 63" 32 ' 50" East 836.14 feet Point which bears -North 19" 31 ' 20" West 1 . the most Northerly point of "Parcel C as shown onl3the6. feet above said Parcel Map; said point- and Parc also being the common corner of Parcel C el A; thence in a 5Q" East Southeasterly direction South -55` 024 9gO.00 feet; - thence North 35` feet; thence Nor-th- 51• -1- 1O« 57 - 10" East 1 ,135.00 a point in the Northerly East 1 ,770 feet , more or -less , to land, said point also being line of the aforesaid parcel of which bears the following Coursesgand hdistances known sfrom the Hamms Gulch and beginning of the lands conveyed b Point of Book 4416 of Deeds Y the aforesaid Deed recorded in 174.90 at Pages 452 to 465:. North 81 ' 35' 00" West feet , South 85* 45' 00" West 123_42 00" West 154_44 feet feet , North 67" 29 ' along said Northerly boundary n 14 ' 00" West 91 .08 feet; thence courses and distances; q Y and downHamms Gulch the following 67' 29 , 00" outh 86 14 ' 00" East 91 .08 fee{ , South East 154 .44 feet , North 85' 45 ' OO~ South 81 ' 35 ' 00" East 174.90 East 123.42 feet , the lands conveyed b feet to the point of beginning of Deeds at 2 the aforesaid Deed recorded in Book 4416 of beginning along 452 to 465; thence from referenced point of the Southeasterly the Easterly boundary (Corte Madera Creek) and courses and boundary of the aforesaid land the following distances: South 00� 18* 16 ' 00" Eagt 168 .30 feet 10 O0 West 128 .04 feet , South South 14 ' 10 ' 00" 'crest 137 . ' South 22 32 ' 00" East 92 .64 feet feet South O3' 23 ' 28 feet , South 05 ` 37 ' 00" East 80 . 5` 142 .56 f 00" West 103 . 62 feet , Sout1� 42- 37 ' 00" East feet , South 13' 59 ' Ea-'At 32 . 34 00" East 124 .06 , South 54 feet , South 08` 36 ' 41 ' 00 " 36 ' 00" =ast 124 . 74 00" East 150 . 48 feet South 51 South 22� feet , South 21 ' 02 ' 00" Ea3t 196 .68 feet 53 ' 00 " west 81 .95 feet , South 41 ' 23 , 00" East 55 . 00 1-xXHIBIT 8 LEGAL DESCRIPTION feat , South 66* 53 ' 00" East 75 .00 , South 860 13 ' 00" East 150 .50 feet , South 220 53 ' 00" East 88 .00 feet , South 47" 53 ' 00" East 63 . 11 feet , South 77 ' 13 ' 00" West 733 .75 feet , South 21 '0 50 ' 00" West 33 .04 feet , South 350 15 ' 00" West 94 .48 feet , South 240 33 , 00" West 102 .47 feet , South 30' 17 , 00" West 194 .86 feet ; thence leaving said Easterly boundary (Corte Madera Creek) and the Southeasterly boundary of the aforesaid land South 42" 30 , 00" West 1 ,740 feet , more or less, to a point which bears South 55� East 820 .00 feet ; thence South 57* East 910_00 feet from the most Northerly corner of Parcel C, said point as shown on the aforesaid referenced parcel Map recorded in Volume 13 of Parcel Maps at page. 39; thence -North 57' West 910.00 feet and North ..55'* West 820 .00 . feet to the aforesaid most Northerly cornea -of Parcel C; thence Northwesterly along the Northerly_ boundary. and Westerly boundary of Parcel A of the following courses and distances : North 73' 50 ' 00" West 770.00 feet , North 61. 45 ' 00" West 491 .91 feet , South 38" 19 ' 30" West 177.54 feet , South 22' 42 ' 05" West 143.56 feet , South 40" 08 ' 25" West 166:57 . feet , South 00* 57 ' 15" West 139.80 feet , South 33" 56 ' 35" West 177.53 feet, South 12° 36 ' 000" East 105.49 feet , South 55" 12 ' 06" East 106.17 feet , South 85" 101. 10" East 149.62 feet , South 38" 24 ' 35" East 109.06 feet , South 16" 31 ' 20" 147.72 feet , South 34* 49 ' 45" East 61 .66 feet , South 71" 49 ' 50" East 86.79 feet , South 87" 04 ' 05" Fast 106.70 feet, South 59' 42 ' 03" East 662.77 feet , South 05` 25 ' 23" East 270.58 feet to the point of beginning- PAR EL II - Those certain non-exclusive easements for utilities, ingress and egress as reserved by Corte Madera Limited Partnership in Deed recorded December 17, 1979 in Book/Reel 7923 of Official Records at page/image 1625 (File No. 98985-AO) , Records of San Mateo County, California . A.P. No . : 076-350-150 JPN 076 035 350 15 A 076-350-240 076 035 350 16 A 076 035 350 19 A R/W Order No. 341232 11V3 la .UdWV Is-q-1 NARY REPORT FIRST AMRrCAN TITLE INSURANCE COMPANY 555 Marshall Street Redwood City, CA 94064 (415) 367-9050 MID PENINSULA REGIONAL OPEN SPACE DISTRICT -- 201 San Antonio - CirCle Building C, Suite 135 Mountain view, CA 94040 Customer 's Reference: Form or Policy Coverage Requested : ALTA OWNERS POLICY REGIONAL EXCEPTIONS 1990 WITH In response to the above referenced title insurance, application for a policy of to issue, or this Company hereby reports that it is- prepared or CaUse to be issued , as Or the date hereof, a Policy Policies Of Title Insurance, describing I estate or interest the land and the against therein hereinafter set forth insuring loss which may be sustained by reason of any defect , lien or encumbrance not shown or referred to as an t below not excluded From Coverage Pursuant to theExce prinptedion SChedUlezor, Conditions and Stipulations of said Policy forms , The printed Exceptions and Exclusions from Policy or the coverage Of said Policies are set forth in Exhibit A attached.Of the Policy forms should be read , They are available fromCopies Office which issued this report . the This report (and any supplements or amendments hereto) Solely for the purpose of is issued of title insurance .and no facilitating the issuance of a policy liability is assumed hereby. If it is desired that liability be assumed prior to the issuance or a Policy Of title InsUrance, Binder or Commitment requested . should be Dated as Of April 27 , 1992 at 7 :30 a .m. JAMES NORRIS ESCROW OFFICER Title of Said estate or interest at the date hereof is vested in : CORTE MADERA , a Limited Partnership Page I Tod L9S= t'0T0-E9E(STt7) :ON XU� Dma - 9S::Sj CEM F6, __Atdw 2ND SVPPLEMNTAL REPORT Order No . 341232 The estate or interest in the land hereinafter described or referred to covered by this Report is : A FEE as to Parcel EASEMENT as to Parcel II I ; AN The land referred to in this Report is situated in the State of California , County of San Mateo , Town of Portola Valley and is described as follows : PARCEL I - BEING a portion of the lands conveyed by Deed recorded in Volume _ 4416 of Deeds at page 452 to 465 to Corte Madera , a partnership, more particularly described as follows : BEGINNING at the most Southerly point of Parcel 8 as said Parcel is shown on that certain map entitled "PARCEL MAP, BEING A RESUSDIVISION OF PORTION OF EL CORTE MADERA RANCHO" , recorded on August 2 , 1971 in Volume 13 of Parcel Maps at page 19, Records or San Mateo County, California ; thence from said -point of beginning the following courses and distances : South 84' 34 ' 3S" West 759 .46 feet , North 33° 55 ' 25" West 505 .26 feet , North 14. 25 - 25" West 1 , 128.68 Feet , North 5' 04 ' 35" East 621 .90 feet , North 37' 34 ' 35" East 921 .62 feet , South 630 32 ' 50" East 836 . 14 feet to a point which bears North 19' 31 ' 20" west 1 , 136 .06 feet from the most Northerly point of Parcel C as shown on the above said Parcel Map; said point also being the common corner of Parcel C and Parcel A; thence in a Southeasterly direction South 550 02 ' 50" East 940 .00 feet ; thence North 35" 57 ' 10" East 1 , 135 . 00 Peet ; thence North 51 ' 12 ' 10" East 1 , 770 feet , more or less , to a point in the Northerly boundary line or the aforesaid parcel of land , said point al3o being in a gulch known as HammS Gulch and which bears the following Courses and distances from the point of beginning of the lands conveyed by the aforesaid Deed recorded in Book 4416 of Deeds at pages 452 to 465 : North 81" 35 ' 00" West 174 .90 feet , South 85' 45 ' 00" West 123 .42 feet , North 67. 29 - 00" Vest 154 . 44 feet , North 866 14 ' 00" West 91 . 08 feet ; thence along said Northerly boundary and down Hamms Gulch the following courses and distances ; South 86" 14 ' 00" East 91 . 08 feet , South 67' 29 ' 00" East 154 .44 feet , North 85" 45 ' 00" East 123 .42 feet ,South 81 ° 35 ' 00" East 174 . 90 feet to the point of beginning oP the lands conveyed by the aforesaid Deed recorded in Book 4416 of Deeds at pages 452 to 465 ; thence from referenced point of beginning along the Easterly boundary (Corte Madera Creek) and the Southeasterly boundary of the aforesaid land the following courses and distances : South 00o 10 ' 00" West 128 .04 feet , South 184 16 ' 00 " East 168 . 30 feet , South 22' 32 ' 00" East 92 . 64 feet , South 14 ' 10 ' 00" West 137 . 28 feet , South 05 ° 37 ' 00" East 80 . 52 feet , South 036 23 ' 00" west 103 . 62 feet , South 42° 37 ' 00 " East 142 - 56 Feet , South 13° 59 ' 00" East 124 . 08 , South 54' 41 ' 00 " East 32 . 34 feet , South 08° 36 ' 00" East 150 . 48 feet , South 510 36 ' 00 " East 124 . 74 feet , South 210 02 ' 00 " East 196 . 68 feet , South 22 ' 53 ' 00" west 81 . 95 feet , South 410 23 ' 00 " East 55 . 0o Page 2 Eod t70 TO-S:9c CS T b) :ON Xdd Dm�j 1-11 I 1 �31wd 1ST :CI I L,E:S T Qd(1 ZND SUPPLEMENTAL OPORT Order No, 341Z3Z feet , South 66* 53 ' 00" East 75 . 00 , South 860 13 ' 00 " East 150 . 50 feet , South 22 * 63 ' 00" East 88 . 00 Feet , South 4711 53 ' oo*, East 63 - 11 Feet , South 77 ' 13 ' 00" West 733 . 75 feet , South 21 * 50 , 00,, West 33 - 04 feet , South 35* 15 , 00" West 94 - 48 feet , South 24' 33 ' 00 " West 102 . 47 feet , South 30, 17 ' 00" West 194 . 86 feet ; thence leaving said Easterly boundary (Corte Madera Creek ) and the Southeasterly boundary of the aforesaid land South 420 30 ' 001, West 1 , 740 feet , more or less , to a point which bears South 55* East 820 - 00 feet , thence South 57* East 910 .00 feet from the most Northerly corner or Parcel C , said point as shown on the aforesaid referenced parcel Map recorded in Volume 13 of Parcel ..Maps at Page 19 -' thence North 57* West 91o .00 feet and North 660 West 820 .00 feet to the aforesaid Most Northerly Corner OF Parcel C - thence Northwesterly along the Northerly boundary and Westerly boundary Or P8rCel A of the following courses and distances : North 73* 50 ' 00" West 770 .00 feet , North 616 45 ' 0011 West 491 .91 feet , South 38* 19 ' 30" West 177 .64 feet , South 22* 42 ' 05 " West 143 .56 feet , South 400 08 ' 26" West 166 . 57 feet , South 000 57 ' 15" West 139 .80 feet , South 339 56 - 35" West 177 -53 Feet , South 120 36 ' 00" East 105 .49 feet , South 559 12 - 06" East 106 .17 Peet , South 85* 10 ' 10" East 149 .62 feet , South 380 24 ' 35 " East 109-06 -feet , South 16, 31 ' 20" 147 -72 feet , South 340 49 ' 45" East ' 61 .66 feet , South 71* 49 ' 50" East 86 . 79 feet , South 870 04 ' 05 " East 106.70 feet , South 590 42 ' 03 " East 662 . 77 feet , South 05* 25 ' 231, East 270 .58 feet to the point of beginning . PARCEL II ; Those certain non-exclusive easements for utilities , ingress and egress as reserved by Corte Madera Limited Partnership in Deed recorded December 17 , 1979 in Book/Reel 7923 of official Records at page/ image 1625 (File No. 98985-AO) , Records of San Mateo County , California. A .P. No . : 076-350-150 JPN 076 036 350 15 A 076-350-240 076 035 350 16 A 076 035 350 19 A R/W At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy Form would be as follows: 1 . 6eneral and Special Taxes for the fiscal year 1992-93 , now a lien, amount not yet ascertainable . Page 3 b0T0_S:9S:(STt') :ON xu_� :)Ma - 3-1111 a3wu isl :al e2:ST G3M EG'-OE-r'Uw 2ND SUPPLEMENTAL REPORT Order No - 341232 2 . General and Special Taxes for the Fiscal year 1991 -1992 , First Installment $52 - 25 DELINQUENT Penalty $ S . 22 Second Installment $52 . 25 DELINQUENT Penalty $ 5 . 22 Costs $10 .00 Code Area : 019-001 A.P . No - : 076-350-15o General and Special Taxes for the fiscal year 1991-1992 , First Installment $1 , 511 .48 DELINQUENT Penalty $ 151 - 14 Second Installment $1 ,511 .48 DELINQUENT Penalty $ 151 . 14 Costs S 10 .00 Code Area : 019-002 A-P . No. : 076-350-240 3 . Notice Of Power to Sell Tax-Defaulted Property for, non-payment of delinquent taxes For the fiscal years ) 1988-89 and 1990-91 . Default No. 3146 Amount to redeem by May 31 , 1992 for the above Stated fiscal year and any subsequent years ( if any) is $407 .49 . Notice of Power to Sell Tax-Defaulted Property for non-payment of delinquent taxes for the fiscal year( s) 1988-89 and 1990-91 . Default No. 3148 Amount to redeem by May 31 , 1992 for the above .stated fiscal year and any subsequent years ( if any) is $10 ,320 - 94 . 4 . The Lien Of Supplemental Taxes assessed pursuant to Chapter 3 . 5 , Commencing with Section 75 of the California Revenue Taxation Code. and 5 . EASEMENT for road purposes over so much of the herein described property as may lie within the boundaries of any public or private road or highway. 6 - EASEMENT for drainage within any creek or stream traversing the herein described property, together with the rights of the public in and to the waters and the use of such creeks or streams , to the high water mark . Page 4 Vod VOTO-292(STV) :ON XUS DMa - 31111 63WU 1ST :cij eE:si G3M E6,_OZ-�,fdW 2ND SUPPLEMENTAL REPORT Order No. 341232 7 . RESERVATION or all redwood timber now standing or growing on portion of the property herein described in the Rancho El Corte Madera , as reserved in the Deed From: William G _ Jones and Mary A . Jones , his wife To. S . S . Stambaugh Dated : January 1 , 1861 Recorded : January 1 , 1861 Book/Reel 2 of Deeds at page/image 374 , Records of San Mateo County , California . 8 . EASEMENT for Ridge Road as Contained in Deed - From: Christine F_ Rengstorfr To : Herbert Edward Law Dated : March 25 , 1915 Recorded : March 30 , 1915 Book/Reel 245 of Deeds at Page/image 274 , Records or San Mateo County , California . 9 . RIGHT OF WAY over the herein described property , as granted in Instrument ; From: E . L . grown To: Pacific Gas and Electric Company Dated : August 11 , 1916 Recorded : August 23 , 1916 Book/Real 256 Of Deeds at page/ image 40 , Records of San Mateo County, California . Grants Right Of Way for a single line of poles , etc . over a route as staked on ground and approved by Grantee . 10 . RIGHT OF WAY over the herein described property, -as granted in Instrument : From: Herbert Edward Law To: Pacific Gas and Electric company , a corporation Dated : August 8 , 1916 Recorded : August 23 , 1916 Book/Reel 256 of Deeds at page/image 41 , Records of San Mateo County , California . Grants Right Or Way for a single line of poles and wires , not to exceed 4 poles , route to be staked on ground and approved . 11 . AGREEMENT Between : E. D . Conolley and : Herbert Edward Law Dated : February 4 , 1915 Recorded : April 18 , 1917 Book/Reel 30 Of Miscellaneous Records at Page/ image 39 , Records or San Mateo County , California , in which Conolley agrees to Law a perpetual right or way for 2 pipelines in a 4 foot strip for the conveyance of water , said right of way to follow in a general course and directon , the course and direction of Corte Madera Creek . Page 5 sod 219S__ t7010-2:92CSIt7) :ON X1dj Dma - 3-111k,a3wu 1S1 :C11 6s::si cam E5,_a7_AjdW 2ND SUPPLEtIENTAL REPORT Order No. 341232 12 . RESERVATION of title to Brown House Springs and all springs within a radius of 100 feet thereof , together with RIGHT for Pipeline therefrom and right of ingress and egress , as more fully set forth in the Deed From: Edward L . Brown and Emily Knott Brown , husband and wire To: Herbert Edward Law Dated : June 6 , 1925 Recorded : June 8 , 1925 Book/Reel 175 Or Official Records at page/image 91 , Records of San Mateo County , California. 13 . AGREEMENT 85 to water rights Between: Lauriston Investment Company and : Catoctin Company , a corporation , et al Dated , August 22 , 1930 Recorded : September 19 , 1930 Book/Reel 496 Of Official Records at . page/image 200 , Records of San Mateo County , California. 14 . EASEMENTS, RIGHTS, RIGHTS OF WAY AND CONDITIONS contained in Deed From: Corte Madera , a limited partnership To : The Heirs and Devisees or John Francis Neylan, deceased , subject to the Administration OF his estate Dated : February 20 , 1968 Recorded : April 9 , 1968 Document No . : 33374-AG Book/Reel 5456 Of Official Records at page/image 629 , Records of San Mateo County, California . 16 . CASEMENT AND RIGHTS OF WAY over the herein described property , as granted in Deed : From: Corte Madera , limited partnership To: Peninsula Open Space Trust Dated : December 11 , 1979 Recorded : December 17 , 1979 Document No . : 98985-AO Book/Reel 7923 Of Official Records at page/image 1625 , Records of San Mateo County , California . Grants Easement for utilities , fire and police service , public trails and public access , Affects undisclosed areas of adjacent property . Page 6 90d L9---= t70T0-292(S1t?) :0N XUd Dma - Sal ll a]wU 1ST :01 62:ST G3M E6.-2E-Auw -.- 2ND SVPPLEr1ENTAL .."PORT Order No. 341232 16 . EASEMENT over the herein described property , as granted in Deed : From: Corte Madera , a California limited partnership To : Town of Portola Valley , a California municipal corporation and the Midpeninsula Regional Open Space District , a public agency Dated . April lo , 1985 Recorded : April 23 , 1985 Document No . : e5o39061 of official Records of San Mateo County , California . Grants non-exclusive Easement for the purpose of establishing a -public equestrian and/or hiking trail . Affects a strip of land 15 feet wide across a portion of said property. 17 . EASEMENT over the herein described property, as granted in an Agreement : From: Corte Madera , a Limited Partnership To: Gerald L . Peterson , a married man, as his sole and separate property , and Barbara J . Edwards , a single woman, and , as their successors in interest only, Dr. and Mrs . George Goudy, husband and wife Dated : January 15 , 1991 Recorded : February 13 , 1991 Document No . : 91015799 of Official Records of San Mateo County , California. Grants Easement for installation, maintenance, repair and replacement of underground lines and related equipment for telephone and other information transmission services . 18 . The requirement that there be filed in the Office of the Secretary of State a certificate of limited partnership in compliance with the provisions of the California Revised Limited Partnership Act , Section 16611 et seq. , Corporations Code, and a certified copy thereof be recorded in .the office of the Recorder of the County of San Mateo, California. A copy of the partnership agreement and any and all amendments thereto must be submitted to this company prior to closing any transaction. 19. THE EFFECT of documents , proceedings , liens , decrees , or other matters which do not specifically describe the herein described property , but which, if any do exist , snag affect the title or impose liens or encumbrances thereon. The name search necessary to ascertain the existence of such matters has not been completed and will require a statement or information from William K . Kelley and Ryland Kelley in order report . to complete this Page 7 Lrd LSS� tr010-S9S(STb) :ON XUA DMa - 3-11I1 HSWU 1ST :QI _ ob:ST aim Z6.-oZ-J,dW 2ND SUPPLEMENTAL REPORT Order No. 341232 atatsat There have been no deeds recorded within the last two years prior to the date of this report , affecting the herein described property . a g*x a NOTE: This report is subject to a cancellation Charge as required by Sections 12404, et seq- , of the Insurance Code of the State of California and Rule No. 2 of Department of Insurance .Gulletin No. Ns - 35 E. ORDER DATE: August 4 , 1988 S.T.R . 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EXHIBIT D PAYMENT TABLE (CLOSING PAYMENT, POST-CIASING ANNUAL PAYMENTS AND FINAL PAYMENT) Purchase Fee Simple Defeasible Time and Amount of Price Percentage Fee Simple Fee Purchase Price Payment Percentage``-/ Increased Percentage Percentage 1. Closing Payment 9.37S% 0.00% 0.00% 100.00% made 6/30/92 ($7SO,000) ( 9.375%) 2. First Annual Payment 12.5% 0.00% 0.00% 100.00% Due 12/15/92 ($1,000,000) ( 21.875%) 3. Second Annual Payment 6.2S% 5.00% 5.00% 95.00% Due 12/15/93 ($500,000) ( 28.125%) 4. Third Annual Payment 9.375% 7.SO% 12 50% 87 50% Due 12/15/94 ($750,000) ( 37.5%) 5. Fourth Annual Payment 15.625% 17.96875% 30.46875% 69.53125% Due 12/1S/95 ($1,2SO,000) ( 53.125%) 6. Fifth Annual Payment 15.625% 17.96875% 48.4375% 51.5625% Due 12/15/96 ($1,250,000) ( 68.75%) 7. Sixth Annual Payment 15.625% 17.96875% 66.40625% 33.S975% Due 12/15/97 ($1,250,000) ( 84.735%) 8. Final Payment 15.62S% 33.59375% 100.00% 0.00% Due 12/15/98 ($1,250,000) (100.00%) TOTALS $8,000,000 100.00% 100.00% «/ Aggregate percentage of Purchase Price to applicable date is shown in parentheses beneath applicable incremental Purchase Price Percentage. **I The Fee Simple Percentage Increase is: (1) zero for the Closing Payment and First Annual Payment; (2) 80% of the Purchase Price Percentage applicable to the Second Annual Payment and Third Annual Payment; (3) 115% of the Purchase Price Percentage applicable to each of the Fourth through the Sixth Annual Payments; and (4) in the case of the Final Payment, the Fee Simple Percentage increase is 115% of the Purchase Price Percentage (110% x 15.625) or 17.96875 plus the Final Fee Simple Percentage Adjustment of 1S.625%, for a total increase equal to 33.5937S%. 0931M 9-92OS22 EXHIBIT E ("Grant Deed") TO REAL PROPERTY TRANSFER AGREEMENT DATED 1 1992 ("Purchase Agreement") (Corte Madera Addition to Windy Hill Open Space Preserve) WHEN RECORDED MAIL TO: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Old Mill Office Center Building C, Suite 135 201 San Antonio Circle Mountain View, California 94040 Attention: L. Craig Britton Assistant General Manager MAIL TAX STATEMENTS TO THE ABOVE ADDRESS GRANT DEED (DEFEASIBLE FEE) RECITALS A. CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP ("Seller") , is the owner of certain real property consisting of approximately 200 acres and situated in the Town of Portola Valley, County of San Mateo, State of California, designated as the "Total Property" on the map attached hereto as Exhibit A and designated as the "Total Property" thereon (such map being incorporated herein by this reference and such map being referred to hereinafter as the "Map") , and as such real property is legally described on Exhibit B attached hereto and incorporated herein by this reference ("Total Property") . B. It is the desire of Seller to grant to the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District ("District") , such title and interests in and to said Total Property as are specifically set forth herein, subject to certain retained interests 'Grant Deed Corte Madera/MROSD Page 2 of Seller and subject to the agreements of District as expressly set forth herein. GRANT OF INTERESTS IN REAL PROPERTY NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, Seller hereby grants to District the rights, title and interests in and to the Total Property, as described below, subject to the retained interests of Seller and subject to the agreements of District, all as set forth hereinbelow. I. Grant of Fee Title (Subject to.,Defeasance) to the Property. 1.1 Reference to the Real Pro ert Transfer A reement dated 1992 between Seller and District "Purchase Agreement") . This Grant Deed (Defeasible Fee) ("Grant Deed") is executed and delivered pursuant to the terms of that certain Real Property Transfer Agreement, dated --r 1992 ("Purchase Agreement") , between Seller, as seller therein, and District, as buyer therein. All capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Purchase Agreement. Under the terms of the Purchase Agreement, Seller agreed to convey to District fee title to the Property (being a portion of the Total Property) , subject to defeasance, by execution and recordation of this Grant Deed, which conveyance is subject to a fiduciary trust responsibility of full or partial reconveyance of the Property by District to Seller on the exercise (if any) of District's election not to complete the Annual Payments and Final Payment under the Purchase Agreement (the undivided percentage of the Property subject to such fiduciary trust at any given time is equal to the Defeasible Fee Percentage) . Pursuant to the terms of the Purchase Agreement, this Grant Deed is accepted by District on the express condition and understanding that District shall not receive indefeasible fee title to the Property until its payment Grant Deed Corte Madera/MROSD Page 3 through Escrow of the remainder of the Purchase Price not later than December 15, 1998, all as provided in the Purchase Agreement. This Grant Deed is subject to District's fiduciary obligation of full or partial reconveyance in the event that District fails to complete payment of the Purchase Price as provided in the Purchase Agreement and as set forth in Article II below. 1.2 Grant to Districtof Defeasible Fee Title to the Property, Subject to Retention by Seller of Retained Parcel. Subject to the remaining portions of this Grant Deed, Seller hereby grants to District Seller's entire interest in and to the Total Property as designated on the Map and as legally described on Exhibit B, excepting and reserving therefrom that portion of the Total Property comprising approximately six (6) acres and designated on the Map as the "Retained Parcel" or "Garage Site". The portion of the Total Property so conveyed by Seller to District is referred to herein as the "Property" and the two parcels of real estate which constitute the Property so conveyed (being created by the conveyance of the Total Property less the Retained Parcel) are individually referred to herein as "Parcel " and "Parcel S11 , both as designated on the Map. The grant to District of defeasible fee title to the Property is subject to the retention of "Seller's Driveway Easement" on the Property as set forth in Article III below. The Retained Parcel is subject to the grant to District of the "District's Road Easement" as set forth in Article IV below. 1.3 . Reliance on The Mapfor Description of Retained Parcel and Agreement to SubstituteCorrect Legal Description of Retained Parcel. The description of the Retained Parcel (constituting a portion of the Total Property) as shown on the Map shall be an acceptable description of the Retained Parcel until such time as a survey is completed and an accurate legal description is available in accordance with the following provisions. Following the date of Grant Deed Corte Madera/MROSD Page 4 recordation of this Grant Deed, Seller, at its cost, shall commence a survey of the Retained Parcel for the purpose of establishing a legal description of the Retained Parcel (and of Parcels L and S which constitute the remainder of the Total Property) . Such survey shall be completed within one year after the recordation of this Grant Deed and shall be subject to the reasonable approval of District. In connection with such survey, District agrees to cooperate with Seller so as to facilitate Seller's efforts to make the Retained Parcel a legal parcel for purposes of the Town of Portola Valley. The resulting legal description will then merge with and be incorporated into this Grant Deed, and the resulting legal description of the Retained Parcel shall supersede and replace the description of the Retained Parcel shown on the Map. The parties hereto shall execute and record a Certificate of Correction of Legal Description, or such other instruments as may be necessary, to substitute the accurate legal description for the Retained Parcel as designated on the Map. Such legal description of the Retained Parcel shall also be used for purposes of specifying the legal descriptions of Parcel L and Parcel S. II. Completion of Payment of Purchase Price (Six Annual Payments and Final Payment) and*Conversion of District's Title to the Property to Fee Simple Absolute. Under the terms of the Purchase Agreement, this Grant Deed is made and accepted on the condition that District complete payment of the Purchase Price in accordance with the Purchase Agreement unless it elects not to receive indefeasible fee title to the Property and gives notice thereof pursuant to Section 3 . 2 of the Purchase Agreement. Of the total Purchase Price of Eight Million Dollars ($8, 000, 000) , Seven Hundred Fifty Thousand Dollars ($750, 000) has been delivered by District to Seller as the Closing Payment. As to the remaining payments to complete the Purchase Price, Section 3 . 2 Grant Deed Corte Madera/MROSD Page 5 of the Purchase Agreement is set forth below. Certain defined terms used in the Purchase Agreement and used herein (or useful to an understanding of the provisions hereof) are set forth on Exhibit C attached hereto and incorporated by this reference. The Payment Table showing the payments constituting the Purchase Price (composed of the Closing Payment, six Annual Payments and the Final Payment) is attached hereto as Exhibit D. The Payment Table additionally specifies District's Fee Simple Percentage and the affect thereon of each installment payment of the Purchase Price. 3.2 Annual Payments and Final Payment Under Grant Deed. In order for District to receive indefeasible fee simple title to the Property, District shall make the Annual Payments and Final Payment (adjusted by any credits, offsets and adjustments specifically provided for in this Purchase Agreement) at the times and in the amounts set forth in the Payment Table. The Payment Table additionally sets forth the effect of each such payment on the condition of District's title to the Property. Commencing with the Second Annual Payment, the Fee Simple Percentage shall increase and the Defeasible Fee Percentage shall decrease (by reason of recordation of each applicable Annual Payment Quitclaim Deed and the Final Quitclaim Deed) , all as shown in the Payment Table. The Annual Payments and the Final Payment specified in the Payment Table shall not be deemed to be obligations or indebtedness of District and District may, at its option, deliver notice to Seller that it elects not to complete payment of the Purchase Price of the Property and the parties' interests shall thereupon be governed by Section 7 hereof. In the event that District elects not to complete payment of the remainder of the Annual Payments and the Final Payment so as to fully pay the Purchase Price and convert its title to fee simple absolute, District shall give notice to Seller not less than sixty (60) days prior to the date of the next Annual Payment (or Final Payment, as applicable) . In the absence of such notice, District shall make each Annual Payment and the Final Payment by delivering to Seller, through escrow, as provided in Sections 4 . 3 and 4 . 4 of this Purchase Agreement, each Annual Payment and the Final Payment on or before the applicable date specified -in the Payment Table. Until District has completed the Annual Payments and Final Payment as provided herein, District shall hold title to the Property subject to a fiduciary trust responsibility of Grant Deed Corte Madera/MROSD Page 6 partial or full reconveyance to Seller, as provided in Section 7 hereof, and District shall additionally be subject to the covenants and restrictions of Section 3 . 3 , including, but not limited to, uses of the Property, matters concerning zoning and other governmental restrictions, and insurance, all as provided in Section 3 . 3, until such time as District completes payment of the Purchase Price. III. Seller's Drivewav Easement Retained on the Prope rt (Parcel L and Parcel a- 3.1 Retention of Easement. Seller's grant to District of fee title (subject to defeasance) to the Property is subject to the retention of an easement for driveway purposes in favor of, and appurtenant to, the Retained Parcel (referred to herein as the "Seller's Driveway Easement") . The Driveway refers to the approximately two (2) mile long driveway over the Total Property, lying in part on portions of the Property (both Parcel L and Parcel S) and the Retained Parcel, all as indicated on the Map ("Driveway") . The location of the Easement is shown on the Map attached hereto and designated thereon as the "Seller's Driveway Easement". The Seller's Driveway Easement shall have a maximum width of twenty (20) feet, shall be non-exclusive and District shall have the right to use the Seller's Driveway Easement for its own Purposes, including for access, patrol and maintenance, together with use by the Public for pedestrian, equestrian, bicycle and vehicular use, at the discretion of District and so long as such use is not inconsistent with Seller's use of the Easement. The use by District of the Easement for passenger vehicles and light trucks of the type used by District for patrol purposes shall be deemed consistent uses; however, uses involving heavier vehicles, such as busses and construction vehicles shall, unless approved, be deemed inconsistent uses and shall not be permissible. The maintenance obligations imposed on Seller, as owner of the Retained Parcel and constituting a burden on the Retained Parcel, are specified in Grant Deed Corte Madera/MROSD Page 7 Article V hereof. District may connect any realigned road which it may construct on its properties to such Driveway after advising Seller and District's hiking trails may cross Seller's Driveway Easement at Points reasonably specified by District, so long as such actions by District do not threaten the integrity of the Driveway or otherwise adversely affect access and use of the retained Seller's Driveway Easement. 3.2 Legal Description May be substituted for Map Designation. The designation of Seller's Driveway Easement shown on the Map shall be an acceptable description of said Easement until such time as a survey and more accurate legal description may become necessary and be completed. In such case, the resulting legal description will then merge with and be incorporated into this Grant Deed, and will supersede and replace the description of the Seller's Driveway Easement contained on the Map. In such case the parties hereto shall execute and record a Certficate of correction of Legal description, as necessary, to substitute the more accurate legal description for the description of the Seller's Driveway Easement contained on the Map. In the event any one or more surveys are necessary for District's use, such surveys shall be conducted by and paid for by District. However, any surveys needed by Seller or required by the Town of Portola Valley or County of San Mateo, in connection with making the Retained Parcel a legal parcel, shall be paid for by Seller. 3. 3 Easement "Runs -with the Land". The reservation of the Seller's Driveway Easement contained in this Article III shall be binding upon District, its successors and assigns, lessees, invitees and any and all other persons acquiring all or any portion of or interest in the Property that is subject to the provisions of this Article III, whether by operation of law or in any other manner whatsoever. The Seller's Driveway Easement reserved in this `Grant Deed Corte Madera/MROSD Page 8 Article III is for the benefit of (i) Seller, its successors and assigns; and (ii) Retained Parcel. All of the provisions hereof shall be covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the Civil Code of the State of California. It is expressly agreed that such reservation of the Seller's Driveway Easement: (a) Is a burden upon the Property (and on Parcel L and Parcel S) and each portion thereof and interest therein that is subject to the provisions of this Article III, and (b) Shall be binding upon each successive owner during its ownership of the Property or portion thereof or interest therein, derived in any manner. IV. Grant of District's Road Easement on Retained Parcel. 4.1 Grant of Easement. Seller hereby grants to District a non-exclusive road easement over that portion of the Driveway which crosses the Retained Parcel, which easement is referred to herein as the „District's Road Easement". District's Road Easement shall follow the current location of the Driveway over the Retained Parcel as indicated on the Map and shall be approximately twenty (20) feet in width, shall be non-exclusive, and shall be for use by District for patrol, access and maintenance purposes, together with use by the public for pedestrian, equestrian, bicycle and vehicular use, at the discretion of District and so long as such use is not inconsistent with Seller's use of the Easement. The use by District of the Easement for passenger vehicles and light trucks of the type used by District for patrol purposes shall be deemed consistent uses; however, uses involving heavier vehicles, such as busses and construction vehicles shall, unless approved, be deemed inconsistent uses and shall not be permissible. Grant Deed Corte Madera/MROSD Page 9 4.2 Legal Description May be Substituted for Map Designation. The designation of the District's Road Easement shown on the Map shall be an acceptable description of said District's Road Easement until such time as the survey and a more accurate legal description is prepared and completed by Seller in connection with the surveys to be conducted in connection with making the Retained Parcel a legal parcel. The resulting legal description will then merge with and be incorporated into this Grant Deed, and will supersede and replace the description of the District's Road Easement contained in the Map. In such case the parties hereto shall execute and record a Certificate of Correction of Legal Description, as necessary, to substitute the more accurate legal description for the description of the District's Road Easement contained in the Map. In the event any one or more surveys are necessary for Seller's use, such surveys shall be conducted by and paid for by Seller. However, any surveys requested by District solely for its own use shall be paid for by District. 4.3 Easement "Runs with the Land". The grant of the District's Road Easement contained in this Article IV shall be binding upon Seller, its successors and assigns, lessees, and any and all other persons acquiring all or any portion of or interest in the Retained Parcel that is subject to the provisions of this Article IV, whether by operation of law or in any other manner whatsoever. The easement granted in this Article IV is for the benefit of (i) District, its successors and assigns; and (ii) the Property (and of Parcel L and Parcel S) . All of the provisions hereof shall be covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the Civil Code of the State of California. It is expressly agreed that such grant: Grant Deed Corte Madera/MROSD Page 10 (a) Is a burden upon the Retained Parcel and each portion thereof and interest therein that is subject to the provisions of this Article IV, and (b) Shall be binding upon each successive owner during its ownership of the Retained Parcel or portion thereof or interest therein, derived in any manner. V. Maintenance Obligations For Seller's Driveway Easement and District's Road Easement (Burden on Retained Parcel) . So long as District's use of Seller's Driveway Easement and District's Road Easement relates to patrol, access, and maintenance and so long as permitted public uses by District do not include public motorized vehicular use and District makes reasonable attempts to curtail such use, all maintenance obligations that might otherwise be borne by District by reason of its ownership of the Property, whether by statute, custom, rule or otherwise, shall be paid in full and be the responsibility of Seller (so long as it holds title to the Retained Parcel) and shall be a burden on the Retained Parcel. Therefore, Seller as owner of the Retained Parcel, shall bear all costs associated with maintaining the Seller's Driveway Easement and the District's Road Easement that would otherwise be imposed on District by reason of its ownership of the Property with respect to maintenance of said portions of the Driveway so long as District limits its use to patrol, access and maintenance and so long as District takes reasonable steps to prohibit public motorized use. Such maintenance obligation shall be a covenant running with the land in favor of the Property as the dominant tenement and the Retained Parcel shall be burdened with such maintenance obligation as the servient tenement. The maintenance covenants contained in this Article V shall be binding upon Seller (so long as it holds title to the Retained Parcel) , its respective successors and assigns, lessees, invitees and all other persons acquiring the Grant Deed Corte Madera/MROSD Page 11 Retained Parcel or any portion thereof or interest therein, whether by operation of law or any other manner whatsoever. All of said covenants and restrictions are for the benefit of (i) District, its successors and assigns; and (ii) the Property. All of the provisions hereof shall be covenants running with the land pursuant to applicable law including, but not limited to Section 1468 of the Civil Code of the State of California. It is expressly agreed that each covenant and provision of this Article V pertaining to the obligation to maintain the Seller's Driveway Easement and District's Road Easement shall be a burden upon the Retained Parcel and each portion thereof and interest therein and shall be binding upon each successive owner during its ownership of the Retained Parcel or portion thereof or interest therein, derived in any manner. Nothing herein shall be deemed to create a right of action in any person or entity other than District, its successors and assigns. Notwithstanding anything to the contrary above, the maintenance obligations hereunder shall only apply to Seller so long as it holds Grant Deed Corte Madera/MROSD Page 12 title to the Retained Parcel and shall not otherwise be an obligation personal to Seller. IN WITNESS WHEREOF, District and Seller have executed and delivered this Grant Deed as of this day of June, 1992 . DISTRICT: SELLER: MIDPENINSULA REGIONAL OPEN CORTE MADERA, A CALIFORNIA SPACE DISTRICT, a Public District LIMITED PARTNERSHIP Old Mill Office Center c/o Hare, Brewer & Kelley, Inc. Building C, Suite 135 800 El Camino Real West 201 -San Antonio Circle Suite 130 Mountain View, California 94040 Mountain View, California 94040 ACCEPTED AND APPROVED: By: By President, Board of Directors Ryland Kelley, General Partner ATTEST: District Clerk Dated: 0933M 16-920521 Grant Deed Corte Madera/MROSD Page 13 STATE OF CALIFORNIA ) ss. COUNTY OF SANTA CLARA On this the day of 19 before me, , the undersigned Notary Public, personally appeared RYLAND KELLEY, personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument on behalf of the Limited Partnership, and acknowledged to me that the Limited Partnership executed it. WITNESS my hand and official seal. STATE OF CALIFORNIA ) ss. COUNTY OF SANTA CLARA On before me, the undersigned, a Notary Public in and for said State, personally appeared —, known to me or proved to me on the basis of satisfactory evidence to be the President of the Board of Directors of the Public District that executed the within instrument and known to me to be the person who executed the same on behalf of said District, and acknowledged to me that such District executed the same pursuant to resolution. WITNESS my hand and official seal. 0933M Grant Deed Corte Madera/MROSD Page 14 SCHEDULE OF EXHIBITS Exhibit Designation Contents A map (Detailed Contour Map - indicates Driveway, Retained Parcel or Garage Site, Seller's Driveway Easement and District's Road Easement) B Legal Description of Total Property C Certain Defined Terms from Purchase Agreement D Payment Table 0933M Grant Deed Corte Madera/MROSD Page 15 EXHIBIT A Map (Detailed Contour Map - indicates Driveway, Retained Parcel or Garage Site, Seller's Driveway Easement and District's Road Easement) 0933M i _:�►r►i r_r fi n-G(:11ri'i- DEED OF TOTAI, PROPERTY The land herein referred to is situated in the State of California, County of San Mateo, Town of Portola Valley, and described as follows : is PARCEL I : BEING a portion of the lands conveyed by Deed recorded in Volume 4416 of Deeds at page 452 to 465 to Corte Madera , a partnership , more particularly described as follows : BEGINNING at the most Southerly point of Parcel B as said Parcel is shown on that certain map entitled "PARCEL MAP, BEING A RESUBDIVISION OF PORTION OF EL CORTE MADERA RANCHO" , recorded on August 2, 1971 in Volume '13 of Parcel Maps at page 19, Records of San Mateo County, California; thence from said point of beginning the following courses and distances: South 84` 34 ' 35" West 759 .46 feet , North 33' 55 ' 25" West 505 .26 feet , North 14' 25 ' 25" west 1 , 128.68 feet , North 50 04 ' 35" East 621 .90 feet , North 37' 34 ' 35" East 921 .62 feet , South 63` 32 ' 50" East 836. 14 feet to a point which bears North 19' 31 ' 20" West 1 ,136.06 feet from the most Northerly point of Parcel C as shown on the above said Parcel Map; said point also being the common corner of Parcel C and Parcel A; thence in a Southeasterly direction South 55° 02 ' 50" East 940.00 feet ; thence North 35" 57 ' 10" East 1 135 .00 feet ; thence North 51' 12 ' 10" East 14,770 feet , more or less , to a point in the Northerly boundary line of the aforesaid parcel of land , said point also being in a gulch known as Hamms Gulch and which bears the following courses and distances from the point of beginning of the lands conveyed by the aforesaid Deed recorded in Book 4416 of Deeds at pages 452 to 465: North 81 " 35 ' 00" West 174.90 feet , South 85' 45 ' 00" West 123.42 feet , North 67* 29 ' 00" Vest 154 .44 feet , North 86' 14 ' 00" West 91 .08 feet ; thence along said Northerly boundary and down Hamms Gulch the following courses and distances; South 86" 14 ' 00" East 91 .08 feet , South 670 29 ' 00" East 154 .44 feet , North 85' 45 ' 00" East 123 .42 feet , South 81 ° 35 ' 00" East 174 .90 feet to the point of beginning of the lands conveyed by the aforesaid Deed recorded in Book 4416 of Deeds at pages 452 to 465; thence from referenced point of beginning along the Easterly boundary (Corte Madera Creek ) and the Southeasterly boundary of the aforesaid land the following courses and distances : South 00°180 16 ' 10 ' 00" west 128 .04 feet South South utr 14 ° 00" Ea9t 168 . 30 feet , South 22° 32 ' 00" East 92 .64 feet feet 10 ' 00" west 137 .28 fee Ea t South 05° 37 ' 00" s ; 8 52 fee South 03° 23 ' 00" wf-!St 103 . 62 feet , South 42° 37 , 00" = st 142 .56 feet , South 13° 59 ' 00 " East 124 .06 , South 540 4i 00 " East 32 . 34 feet , South 08° 36 ' 36 ' OO" East 1Z4 _ 7q OOo Fast 150 . 48 feet , South 51 ° feet , South 21 02 ' 00" East South w Z2� 53 ' 00" est f� l _ 95 feet 196 .6S , South 41 ° 23 ' 00" Fast 55 . 00 f et>t South 60 ' 53 - "" East 75 -00 , Soutt, 86, feat sou t 11 22- 5:3 South- 00" East 88_00 feet , 1 �3 ' 00 t 150 .50 South 47' 53 ' 00- Ea, h3 . 11 feet , South 77 t 13 ' 00" West '733 - 75 feet , South 21 , 50 , 00_ West 33 - 04 feet , South 350 15 ' 00- West 94 -48 feet , South 240 33 ' 00" West 102 .47 feet , South 30* 17 , 00" West leaving said E 194 -86 feet ; thence Easterly boundary (Corte Madera Creek) and the Southeasterly boundary of the aforesaid land South 42* 30 , 00- West 1 ,740 feet , more or less, to a point which bears South 550 East 820 .00 feet ; thence South 570 East 910_00 feet from the most Northerly corner of Parcel c, said point as shown on the aforesaid referenced parcel Map recorded in Volume 13 Of Parcel Maps at Page 19; thence North. 57* West West 820 .00 910-00 feet and North 55* feet to the aforesaid most Northerly corner of Parcel C; thence Northwesterly along the Northerly boundary and Westerly boundary of Parcel A of the following distances : courses and North 730 50 ' 00" West 770.00 feet , North 61 * 45 ' 00" West 491 -91 feet , South 380 19 , 30" West 177 -54 feet , South 22* 42 ' 05" West 143 .56 feet , South 40* 08 , 25" West 166.57 feet , South 00* 57 ' 15" West 139.80 feet , South 33* 56 ' 35" West 177 .53 feet , South 12* 36 ' 00" East 105.49 feet , South 55* 321 06" East 106 . 17 feet , South 85* 10 , 10" Fast 149.62 feet , South 380 24 , 35" East 109 .06 feet , South 160 31 ' 20" 147 .72 feet , South 34* 49 ' 45" East 61 .66 feet , South 71* 49 ' 50" East 86 .79 feet , South 87* 04 , 05" Fast 106.70 feet , South 596 42 ' 03" East 662.77 feet , South 05* 25 ' 22" East. 270.58 feet to the point of beginning . PARCEL II : Those certain non-exclusive easements for utilities, ingress and egress as reserved by Corte Madera Limited Partnership in Deed recorded December 17, 1979 in Book/Reel 7923 Of Official Records at page/image 1625 (File No. 98985-AO) , Records of San Mateo County, California . A .P . No . : 076-350-150 JPN 076 035 350 15 A 076-350-240 076 035 350 16 A 076 035 350 19 A R/W EXHIBIT C TO GRANT DEED Certain Defined Terms from Purchase Agreement (Section Numbering Corresponds to Purchase Agreement) 1.1 Annual Payments. Refers to six of the eight payments to be made by District to Seller in order for District to ultimately acquire indefeasible fee simple title to the Property, which Annual Payments, plus the Closing Payment and Final Payment, shall together constitute the Purchase Price for the Property. The Annual Payments are individually referred to as the First Annual Payment through the Sixth Annual Payment, with such payments being as follows: Payment Identification Date of PaymentAmount of Payment First Annual Payment 12/15/92 $1, 000, 000 Second Annual Payment 12/15/93 $ 500, 000 Third Annual Payment 12/15/94 $ 750, 000 Fourth Annual Payment 12/15/95 $1, 250, 000 Fifth Annual Payment 12/15/96 $1,250, 000 Sixth Annual Payment 12/15/97 $1, 250, 000 1.2 Annual Payment Quitclaim Deeds (Second through Sixth) . Shall refer to the five Annual Payment Quitclaim Deeds attached as Exhibits F-1 through F-5, which Quitclaim Deeds shall be executed, acknowledged and deposited by Seller with Escrow Holder at or before the Initial Closing. The applicable Annual Payment Quitclaim Deed shall be recorded with the San Mateo County Recorder at the time of each of the Second through Sixth Annual Payments so as to have the effect of adjusting District's ownership interest in the Property by increasing the Fee Simple Percentage and decreasing the Defeasible Fee Percentage to reflect the payment of the particular Annual Payment (commencing with the Second Annual Payment) . No Annual Payment Quitclaim Deed shall be applicable or be recorded with respect to the First Annual Payment. Individual Annual Payment Quitclaim Deeds are referred to as: "Second Annual Payment Quitclaim Deed" "Third Annual Payment Quitclaim Deed" , "Fourth Annual Payment Quitclaim Deed" , "Fifth Annual Payment Quitclaim Deed" , and "Sixth Annual Payment Quitclaim Deed" . 1.3 Closing Payment. Shall refer to the payment to be made by District to Seller at the Initial Closing in the amount of Seven Hundred Fifty Thousand Dollars ($750, 000) which, when combined with the six Annual Payments and the Final Payment, shall constitute payment of the Purchase Price of $8 , 000, 000. Exhibit C Defined Terms Page 2 1.4 Defeasible Fee Percentage. Under the terms of the Grant Deed, District shall acquire at Initial Closing fee title to the Property, subject to full defeasance. The Defeasible Fee Percentage shall refer to that percentage of District's ownership interest in the Property which is subject to defeasance in favor of Seller at any given time. By effect of the Grant Deed, the Defeasible Fee Percentage immediately after Initial Closing and payment of the Closing Payment is 100- 00%. The Defeasible Fee Percentage is unaffected by the Closing Payment or First Annual Payment; thereafter, the Defeasible Fee Percentage decreases as the Second through Sixth Annual Payments are made and is decreased to zero at the Final Closing upon the making of the Final Payment, all as provided in the Grant Deed and as shown on the Payment Table attached as Exhibit D. Reductions of the Defeasible Fee Percentage after the Initial Closing are to be effected by the five Annual Payment Quitclaim Deeds and the Final Quitclaim Deed, each of which shall be recorded with the San Mateo County Recorder at the time of the applicable Annual Payment (commencing with the Second Annual Payment) or Final Payment is paid by District to Seller. 1.10 Fee Simple Percentage. Under the terms of the Grant Deed, District shall acquire fee title to the Property at the Initial Closing, subject to defeasance. The Fee Simple Percentage shall refer to that percentage of District's ownership interest in the Property which is not subject to defeasance at any given time and which is therefore fee simple absolute. Upon recordation of the Grant Deed upon payment of the Closing Payment at the Initial Closing, the Fee Simple Percentage immediately after the Initial Closing shall equal 0. 00%. There is no adjustment to the Fee Simple Percentage by reason of the Closing Payment or the First Annual Payment. Thereafter, the Fee Simple Percentage increases as each subsequent Annual Payment is made and becomes one hundred percent (100%) upon the making of the Final Payment at the Final Closing, all as provided herein and in the Grant Deed. Increases in the Fee Simple Percentage are effected by the recordation of each applicable Annual Payment Quitclaim Deed and Final Quitclaim Deed with the San Mateo County Recorder at the time of the Second Annual Payment, each Annual Payment thereafter and the Final Payment. 1. 11 Fee SimplePercentage Increase. Shall refer to the increase in the Fee Simple Percentage which results from the payment by District to Seller of each Annual Payment and the Final Payment. The Fee Simple Percentage Increase equals zero with respect to the Closing Payment and the First Annual Payment. The Fee Simple Percentage Increase equals eighty percent (80. 00%) of the Purchase Price Percentage with respect to the Second Annual Payment and Third Annual Payment and equals one hundred-fifteen percent (115%) of the Purchase Price Percentage with respect to each Annual Payment thereafter, except that the Fee Simple Percentage Increase applicable to the Final Payment shall additionally include the Final Fee Simple Percentage Adjustment of 15. 625%. Exhibit c Defined Terms Page 3 1. 12 Final Closing. Shall refer to the date when Escrow Holder causes the Final Quitclaim Deed to be recorded in the office of the County Recorder for San Mateo County. (Section 4 . 1) 1.13 Final Fee simple Percentage Adjustment. In addition to the regular Fee Simple Percentage Increase made with respect to the Final Payment, an additional increase equal to 15. 625% shall be effected at the time of the Final Payment by reason of the recordation of the Final Quitclaim Deed at the Final Closing so as to thereupon increase District's Fee Simple Percentage to one hundred percent (100%) . 1.14 Final Payment. Shall refer to the payment of the last installment of the Purchase Price in the amount of One Million Two Hundred Fifty Thousand Dollars ($1, 250, 000) on December 15, 1998. At the time of Final Payment, the Final Closing shall occur and the Final Quitclaim Deed shall be recorded with the San Mateo County Recorder and District's title to the Property shall thereby become fee simple absolute (Fee Simple Percentage shall then equal 100%) . 1.16 Final Quitclaim Deed. Shall refer to the Quitclaim Deed attached as Exhibit F-6 which shall be recorded with the San Mateo County Recorder at the Final Closing upon payment of the Final Payment by District to Seller. Upon such recordation, District's title to the Property shall become fee simple absolute (Fee Simple Percentage shall equal 100%) . 1.18 Initial Closing. The consummation of the first stage of the transactions contemplated hereby which is scheduled to take place at the offices of Escrow Holder on June 30, 1992 . The primary transactions contemplated at the Initial Closing are the payment of the Closing Payment, the recordation of the Grant Deed and the issuance of the Initial Title Insurance Policy. 1.23 Payment Table. Shall refer to the Payment Table attached hereto as Exhibit D showing the payments constituting the Purchase Price (composed of the Closing Payment, six Annual Payments and the Final Payment) . The Payment Table additionally specifies the Fee Simple Percentage and Defeasible Fee Percentage and the effects thereon of each installment payment of the Purchase Price. 1.27 Purchase Price. Shall refer to the aggregate payments to be made by District to Seller in order that District ultimately receive indefeasible fee title absolute to the Property. The Purchase Price is Eight Million Dollars ($8, 000, 000) and is composed of the Closing Payment ($750, 000) , the aggregate of the six Annual Payments ($6, 000, 000) , and the Final Payment ($1, 250, 000) . Notwithstanding any provision of this Purchase Agreement, all of the above-listed payments shall be subject to all credits, offsets and Exhibit C Defined Terms Page 4 adjustments specifically provided for in this Purchase Agreement. For all purposes of this Purchase Agreement and the Grant Deed, the Closing Payment, each Annual Payment and the Final Payment shall be deemed to have been paid in full by District by the payment by District to Seller of an amount equal to the applicable Closing Payment, Annual Payment or Final Payment, as referenced on the Payment Table attached as Exhibit I'D", adjusted by the aggregate amount of all credits, offsets and adjustments specifically provided for in this Purchase Agreement. The foregoing payments are to be made on the dates specified in the Payment Table and such payments include any and all interest to be imputed by Seller and no additional interest shall accrue or be payable. 1.28 Purchase Price Percentage. Shall refer to the percentage of the Purchase Price represented by any given payment required hereunder (Closing Payment, Annual Payment or Final Payment) . For example, the Closing Payment in the amount of $750, 000 represents 9. 375% of the Purchase Price. Therefore, the Purchase Price Percentage applicable to the Closing Payment is 9. 375%. The Purchase Price Percentage applicable to any payment of the Purchase Price, commencing with the Second Annual Payment, is used hereunder to determine the Fee Simple Percentage Increase (and to thereby determine the adjusted Fee Simple Percentage and adjusted Defeasible Fee Percentage resulting from such payment) . 0961M EXHIBIT D PAYMENT TABLE (CLOSING PAYMENT, POST-CLOSING ANNUAL PAYMENTS AMID FINAL PAYMENT) Purchase Fee Simple Defeasible Time and Amount of Price Percentage Fee Simple Fee Purchase Price Payment Percentage!' Increase``-1 Percentage Percentage I. Closing Payment 9.375% 0.00% 0.00% 100.00% made 6/30/92 ($750,000) ( 9.375%) 2. First Annual Payment 12.5% 0.00% 0.00% 100.00% Due 12/IS/92 ($1,000,000) ( 21.875%) 3. Second Annual Payment 6.25% 5.00% Due 12/15/93 ($500,000) ( 28.125%) 5 95.00X 4. Third Annual Payment 9.375% 7.50% 12.50% Due 12/15/94 ($750,000) ( 37.5X) 87.SOX 5. Fourth Annual Payment 15.625% 17.96875% 30.46875% 69.53125% Due 12/15/95 ($1,250,000) ( 53.125%) 6. Fifth Annual Payment 15.625% 17.96875% 48.4375% 51.5625X Due 12/15/96 ($1,250,000) ( 68.75%) 7. Sixth Annual Payment 15.625% 17.96875% 66.40625X Due 12/15/97 ($1,250,000) ( 84.735%) 33.5975X 8. Final Payment 15.625% 33.59375% 100.00% 0.00% Due 12/15/98 ($1,250,000) (100.00%) TOTALS $8,000,000 100.00% 100.00% */ Aggregate percentage of Purchase Price to applicable date is shown in parentheses beneath applicable incremental Purchase Price Percentage. `-`/ The Fee Simple Percentage Increase is; (1) zero for the Closing Payment and First Annual Payment; (2) 80% of the Purchase Price Percentage applicable to the Second Annual Payment and Third Annual Payment; (3) 115% of the Purchase Price Percentage applicable to each of the Fourth through the Sixth Annual Payments; and (4) in the case of the Final Payment, the Fee Simple Percentage increase is 115% of the Purchase Price Percentage (110% x 15.625) or 17.96875 plus the Final Fee Simple Percentage Adjustment of 15.625%, for a total increase equal to 33.59375%. 0931M 9-920522 EXHIBIT F-1 TO REAL PROPERTY TRANSFER AGREEMENT DATED 1992 (Corte Madera Addition to Windy Hill Open Space Preserve) ("Purchase Agreement") ANNUAL PAYMENT QUITCLAIM DEED (With Respect to Second Annual Payment of $500, 000 due December 15, 1993) WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District Old Mill Office Center Building C, Suite 135 201 San Antonio Circle Mountain View, California 94040 Attention: Mr. L. Craig Britton SECOND ANNUAL PAYMENT QUITCLAIM DEED This instrument is executed and delivered pursuant to the terms of: (1) that certain Real Property Transfer Agreement, dated 1 1992 ("Purchase Agreement") between MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District (the "District") , and CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP ("Seller") ; and (2) the Grant Deed (Defeasible Fee) in the form attached as Exhibit E to the Purchase Agreement and as executed and recorded with the office of the County Recorder for San Mateo County, California, on June 30, 1992, as Document No. (referred to herein as the "Grant Deed") . All capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Purchase Agreement and Grant Deed. This Quitclaim Deed affects that real property situated in the Town of Portola Valley, County of San Mateo, State of California, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (such real property being referred to herein and in the Purchase Quitclaim Deed Corte Madera/District Page 2 Agreement and Grant Deed as the "Property" Under the terms of the Purchase Agreement, Seller conveyed to the District fee title to the Property (subject to defeasance) by execution and recordation of the Grant Deed, which conveyance is subject to a fiduciary trust responsibility (referred to herein as the "Fiduciary Trust") of FULL OR partial reconveyance of the Property by District to Seller on the exercise (if any) of District ' s election not to complete the Annual Payments and Final Payment under the Purchase Agreement . The portion of the Property subject to the Fiduciary Trust at any given time is equal to the Defeasible Fee Percentage. This Second Annual Payment Quitclaim Deed is made for the purposes of reducing the Defeasible Fee Interest from 100. 00% to 95 - 00% and increasing the District ' s Fee Simple Percentage from 0 . 00% to 5 . 00% to reflect the payment by District of the Second Annual Payment, all as provided in the Purchase Agreement and Grant Deed . NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, Seller hereby remises , releases and quitclaims to the District that right, title and interest of Seller in the Property reflected and represented by increasing District ' s Fee Simple Percentage from 0 . 00% to 5 . 00% and correspondingly decreasing the Seller ' s Defeasible Fee Percentage from 100 . 00% to Quitclaim Deed Corte Madera/District Page 3 95 . 00%, which adjustments are hereby declared effective for all purposes of the Grant Deed and Purchase Agreement . CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP Dated: -J+tia,4 1992 By: Ryl d Kelley, Ger@eral Partner 0937M Q6itclaim Deed Corte Madera/Dist,rict Page 4 STATE OF CALIFORNIA ) ss . COUNTY OF SANTA CLARA On this the day of June, 1992 before me, the undersigned Notary Public, personally appeared RYLAND KELLEY' , personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument on behalf of the Limited Partnership, and acknowledged to me that the Limited Partnership executed it . WITNESS my hand and official seal . 0937M 3-920521 Quitclaim Deed Corte Madera/District Page 5 EXHIBIT A Legal Description of Property EXHIBIT F-2 REAL PROPERTY TRANSFER AGREEMENT DATTO ED 1992 (Corte Madera Addition to Windy Hill Open Space Preserve) (-Purchase Agreement") ANNUAL PAYMENT QUITCLAIM DEED (With Respect to Third Annual Payment of $750, 000 due December 15, 1994) WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District Old Mill Office Center Building C, Suite 135 201 San Antonio Circle Mountain View, California 94040 Attention: Mr. L. Craig Britton THIRD ANNUAL PAYMENT OUI.TCLAIM DEED This instrument is executed and delivered Pursuant to the terms Of : (1) that certain Real Property Transfer Agreement, dated A. 1992 ( "Purchase Agreement") between MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District (the "District") , and CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP ("Seller") ; and (2) the Grant Deed (Defeasible Fee) in the form attached as Exhibit E to the Purchase Agreement and as executed and recorded with the Office of the County Recorder for San Mateo County, California, on June 30, 1992, as Document No. - (referred to herein as the "Grant Deed") . All capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Purchase Agreement and Grant Deed. This Quitclaim Deed affects that real property situated in the Town of Portola Valley, County of San Mateo, State of California, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (such real property being referred to herein and in the Purchase Quitclaim Deed Corte Madera/District Page 2 Agreement and Grant Deed as the "Property") . Under the terms of the Purchase Agreement, Seller conveyed to the District fee title to the Property (subject to defeasance) by execution and recordation of the Grant Deed, which conveyance is subject to a fiduciary trust responsibility (referred to herein as the "Fiduciary Trust") of full or partial reconveyance of the Property by District to Seller on the exercise (if any) of District ' s election not to complete the Annual Payments and Final Payment under the Purchase Agreement . The portion of the Property subject to the Fiduciary Trust at any given time is equal to the Defeasible Fee Percentage. This Third Annual Payment Quitclaim Deed is made for the purposes of reducing the Defeasible Fee Interest from 95 . 00% to 87. 50% and increasing the District ' s Fee Simple Percentage from 5 . 00% to 12 . 50% to reflect the payment by District of the Third Annual Payment, all as provided in the Purchase Agreement and Grant Deed. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, Seller hereby remises, releases and quitclaims to the District that right, title and interest of Seller in the Property reflected and represented by increasing District ' s Fee Simple Percentage from 5 . 00% to 12 . 50% and correspondingly decreasing the Seller ' s Defeasible Fee Percentage from 95 . 00% to Quitclaim Deed Corte Madera/District Page 3 87 . 500, which adjustments are hereby declared effective for all ur oses of the Gra nt an P t Deed and Purchase Agreement . CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP Dated: 2.2-, 1992 By: Rylan Kelley, AGener Partner 0938M Quitclaim Deed Corte Madera/District Page 4 STATE OF CALIFORNIA )ss . COUNTY OF SANTA CLARA On this the day of June, 1992 before me, ' the undersigned Notary Public, Personally appeared RYLAND KELLEY, personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument on behalf of the Limited Partnership, and acknowledged to me that the Limited Partnership executed it. WITNESS my hand and official seal . 0938M 3-920521 Q4uitclaim Deed Corte Madera/District Page 5 EXHIBIT A Legal Description of Property EXHIBIT F-3 TO REAL PROPERTY TRANSFER AGREEMENT DATED 1992 (Corte Madera Addition to Windy Hill Open Space Preserve) (-Purchase Agreement") ANNUAL PAYMENT QUITCLAIM DEED (With Respect to Fourth Annual Payment of $1,250, 000 due December 15, 1995) WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District Old Mill Office Center Building C, Suite 135 201 San Antonio Circle Mountain View, California 94040 Attention: Mr . L. Craig Britton FOURTH ANNUAL PAYMENT QUITCLAIM DEED This instrument is executed and delivered pursuant to the terms of : (1) that certain Real Property Transfer Agreement, dated JI 1992 ( "Purchase Agreement") between MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District (the "District") , and CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP ("Seller") ; and (2) the Grant Deed (Defeasible Fee) in the form attached as Exhibit E to the Purchase Agreement and as executed and recorded with the office of the County Recorder for San Mateo County, California, on June 30, 1992, as Document No. (referred to herein as the "Grant Deed") . All capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Purchase Agreement and Grant Deed. This Quitclaim Deed affects that real property situated in the Town of Portola Valley, County of San Mateo, State of California, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (such real property being referred to herein and in the Purchase Quitclaim Deed Corte Madera/District Page 2 Agreement and Grant Deed as the "Property") , Under the terms of the Purchase Agreement, Seller conveyed to the District fee title to the Property (subject to defeasance) by execution and recordation of the Grant Deed, which conveyance is subject to a fiduciary trust responsibility (referred to herein as the "Fiduciary Trust of full or partial reconveyance of the Property by District to Seller on the exercise ( if any) of District ' s election not to complete the Annual Payments and Final Payment under the Purchase Agreement . The portion of the Property subject to the Fiduciary Trust at any given time is equal to the Defeasible Fee Percentage. This Fourth Annual Payment Quitclaim Deed is made for the purposes of reducing the Defeasible Fee Interest from 87 . 50% to 69 . 53125% and increasing the District ' s Fee Simple Percentage from 12 . 50% to 30 .46875% to reflect the payment by District of the Fourth Annual Payment, all as provided in the Purchase Agreement and Grant Deed. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, Seller hereby remises, releases and quitclaims to the District that right, title and interest of Seller in the Property reflected and represented by increasing District ' s Fee Simple Percentage from 12 . 50% to 30 . 46875% and correspondingly decreasing the Seller ' s Defeasible Fee Percentage from 87 . 50% to Quitclaim Deed Corte Madera/District Page 3 69 . 531250, which adjustments are hereby declared effective for all purposes of the Grant Deed and Purchase Agreement . CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP Dated: June 1992 By: Ryland Kelley, General Partner 0939M Quitclaim Deed Corte Madera/District Page 4 STATE OF CALIFORNIA )ss . COUNTY OF SANTA CLARA On this the - day of June, 1992 before me, the undersigned Notary Public, personally appeared RYLAND KELLEY' , personally known to me or proved to me oft the basis Of satisfactory evidence to be the person who executed the within instrument on behalf of the Limited Partnership, and acknowledged to me that the Limited Partnership executed it. WITNESS my hand and official seal . 0939M 3-920521 Quitclaim Deed ' Corte Madera/District Page 5 EXHIBIT A Legal Description of Property • EXHIBIT F-4 TO REAL PROPERTY TRANSFER AGREEMENT DATED 1992 (Corte Madera Addition to Windy Hill Open Space Preserve) ("Purchase Agreement-) ANNUAL PAYMENT QUITCLAIM DEED (With Respect to Fifth Annual Payment of $1,250, 000 due December 15, 1996) WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District Old Mill Office Center Building C, Suite 135 201 San Antonio Circle Mountain View, California 94040 Attention: Mr. L. Craig Britton FIFTH ANNUAL PAYMENT QUITCLAIM DEED This instrument is executed and delivered pursuant to the terms Of : (1) that certain Real Property Transfer Agreement, dated AI 1992 ("Purchase Agreement") between MIDPENINSIULA REGIONAL OPEN SPACE DISTRICT, a Public District (the "District") , and CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP ("Seller") ; and (2) the Grant Deed (Defeasible Fee) in the form attached as Exhibit E to the Purchase Agreement and as executed and recorded with the Office of the County Recorder for San Mateo County, California, on June 30, 1992, as Document No. - (referred to herein as the "Grant Deed") . All capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Purchase Agreement and Grant Deed. This Quitclaim Deed affects that real property situated in the Town of Portola Valley, County of San Mateo, State of California, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (such real property being referred to herein and in the Purchase Quitclaim Deed Corte Madera/District Page 2 Agreement and Grant Deed as the "Property") . Under the terms of the Purchase Agreement, Seller conveyed to the District fee title to the Property (subject to defeasance) by execution and recordation of the Grant Deed, which conveyance is subject to a fiduciary trust responsibility (referred to herein as the "Fiduciary Trust") of full or partial reconveyance of the Property by District to Seller on the exercise (if any) of District ' s election not to complete the Annual Payments and Final Payment under the Purchase Agreement . The portion of the Property subject to the Fiduciary Trust at any given time is equal to the Defeasible Fee Percentage. This Fifth Annual Payment Quitclaim Deed is made for the purposes of reducing the Defeasible Fee Interest from 69 . 53125% to 51. 5625% and increasing the District ' s Fee Simple Percentage from 30 .46875% to 48 .4375% to reflect the payment by District of the Fifth Annual Payment, all as provided in the Purchase Agreement and Grant Deed . NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, Seller hereby remises , releases and quitclaims to the District that right , title and interest of Seller in the Property reflected and represented by increasing District ' s Fee Simple Percentage from 30 .46875% to 48 .4375% and correspondingly decreasing the Seller ' s Defeasible Fee Percentage from 69 . 53125% to Quitclaim Deed Corte Madera/District Page 3 51. 5625%, which adjustments are hereby declared effective for all purposes of the Grant Deed and Purchase Agreement . CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP Dated: June 1992 By: Ryland Kelley, General Partner 0940M Quitclaim Deed Corte Madera/District Page 4 STATE OF CALIFORNIA ) ss . COUNTY OF SANTA CLARA On this the day of June, 1992 before me, I the undersigned Notary Public, personally appeared RYLAND KELLEY, personally known to me or proved to me on the- basis of satisfactory evidence to be the person who executed the within instrument on behalf of the Limited Partnership, and acknowledged to me that the Limited Partnership executed it . WITNESS my hand and official seal . 0940M 3-920521 Q*uitclaim Deed Corte Madera/District Page 5 EXHIBIT A Legal Description of Property EXHIBIT F-5 TO REAL PROPERTY TRANSFER AGREEMENT DATED 1992 (Corte Madera Addition to Windy Hill Open-Space Preserve) ("Purchase Agreement-) ANNUAL PAYMENT QUITCLAIM DEED (With Respect to Sixth Annual Payment of $1, 250,000 due December 15, 1997) WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District Old Mill Office Center Building C, Suite 135 201 San Antonio Circle Mountain View, California 94040 Attention: Mr. L. Craig Britton SIXTH ANNUAL PAYMENT QUITCLAIM DEED This instrument is executed and delivered pursuant to the terms of : (1) that certain Real Property Transfer Agreement, dated _? 1992 ("Purchase Agreement") between MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District (the "District") , and CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP ("Seller") ; and (2) the Grant Deed (Defeasible Fee) in the form attached as Exhibit E to the Purchase Agreement and as executed and recorded with the office of the County Recorder for San Mateo County, California, on June 30, 1992, as Document No . (referred to herein as the "Grant Deed") . All capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Purchase Agreement and Grant Deed . This Quitclaim Deed affects that real property situated in the Town of Portola Valley, County of San Mateo, State of California, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (such real property being referred to herein and in the Purchase Quitclaim Deed Corte Madera/District Page 2 Agreement and Grant Deed as the "Property") . Under the terms of the Purchase Agreement, Seller conveyed to the District fee title to the Property (subject to defeasance) by execution and recordation of the Grant Deed, which conveyance is subject to a fiduciary trust responsibility (referred to herein as the "Fiduciary Trust") of full or partial reconveyance of the Property by District to Seller on the exercise (if any) of District ' s election not to complete the Annual Payments and Final Payment under the Purchase Agreement . The portion of the Property subject to the Fiduciary Trust at any given time is equal to the Defeasible Fee Percentage. This Sixth Annual Payment Quitclaim Deed is made for the purposes of reducing the Defeasible Fee Interest from 51. 5625% to 33 .5975% and increasing the District ' s Fee Simple Percentage from 48 .4375% to 66 .40625% to reflect the payment by District of the Sixth Annual Payment, all as provided in the Purchase Agreement and Grant Deed. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, Seller hereby remises, releases and quitclaims to the District that right, title and interest of Seller in the Property reflected and represented by increasing District ' s Fee Simple Percentage from 48 .4375% to 66 . 40625% and correspondingly decreasing the Seller ' s Defeasible Fee Percentage from 51 . 5625% to Quitclaim Deed Corte Madera/District Page 3 33 . 5975%, which adjustments are hereby declared effective for all purposes of the Grant Deed and Purchase Agreement. CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP Dated: June 1992 By: Ryland Kelley, General Partner 0941M Quitclaim Deed Corte Madera/District Page 4 STATE OF CALIFORNIA } }ss . COUNTY OF SANTA CLARA } On this the day of June, 1992 before me, , the undersigned Notary Public, personally appeared RYLAND KELLEY, personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument on behalf of the Limited Partnership, and acknowledged to me that the Limited Partnership executed it . WITNESS my hand and official seal . 0941M 3-920521 Quitclaim Deed ' Corte Madera/District Page 5 EXHIBIT A Legal Description of Property EXHIBIT F-6 TO REAL PROPERTY TRANSFER AGREEMENT DATED 1992 (Corte Madera Addition to Windy Hill Open-Space Preserve) (-Purchase Agreement") FINAL QUITCLAIM DEED (With Respect to Final Payment of $1,250, 000 due December 15, 1998) WHEN RECORDED MAIL TO: Midpeninsula Regional Open Space District Old Mill Office Center Building C, Suite 135 201 San Antonio Circle Mountain View, California 94040 Attention: Mr. L. Craig Britton FINAL QUITCLAIM DEED This instrument is executed and delivered pursuant to the terms of : (1) that certain Real Property Transfer Agreement, dated 1 1992 ("Purchase Agreement") between MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District (the "District") , and CORTE MADERA# A CALIFORNIA LIMITED PARTNERSHIP ("Seller") ; and (2) the Grant Deed (Defeasible Fee) in the form attached as Exhibit E to the Purchase Agreement and as executed and recorded with the office of the County Recorder for San Mateo County, California, on June 30, 1992, as Document No. (referred to herein as the "Grant Deed") . All capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Purchase Agreement and Grant Deed . This Quitclaim Deed affects that real property situated in the Town of Portola Valley, County of San Mateo, State of California, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (such real property being referred to herein and in the Purchase Final Quitclaim Deed 0 Corte Madera/District Page 2 Agreement and Grant Deed as the "Property") . Under the terms of the Purchase Agreement, Seller conveyed to the District fee title to the Property (subject to defeasance) by execution and recordation of the Grant Deed, which conveyance is subject to a fiduciary trust responsibility (referred to herein as the "Fiduciary Trust") of full or partial reconveyance of the Property by District to Seller on the exercise (if any) of District ' s election not to complete the Annual Payments and Final Payment under the Purchase Agreement . The portion of the Property subject to the Fiduciary Trust at any given time is equal to the Defeasible Fee Percentage. This Final Quitclaim Deed is made for the purposes of fully terminating the Fiduciary Trust and releasing and quitclaiming to the District all interests that Seller may have in and to the Property and to reduce the Defeasible Fee Interest to 0% and to increase the District ' s Fee Simple Percentage to 100% to reflect the payment by District of the full Purchase Price (composed of the Closing Payment, six Annual Payments and Final Payment aggregating to Eight Million Dollars ($8,000, 000) ) , all as provided in the Purchase Agreement and Grant Deed. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, Seller hereby remises , releases and quitclaims to the District any and all right, title and interest of Seller in the Property, including but not limited to that reflected and represented by increasing District ' s Fee Simple Percentage to 6 Final Quitclaim Deed Corte Madera/District Page 3 100% and decreasing Seller ' s Defeasible Fee Percentage to 0%, which adjustments are hereby declared effective for all purposes of the Grant Deed and Purchase Agreement . Seller additionally hereby releases and terminates in favor of the District all of Seller ' s interest in and to the Fiduciary Trust on the Property. CORTE MADERA, A CALIFORNIA LIMITED PARTNERSHIP Dated: June _, 1992 By: Ryland Kelley, General Partner 0935M Final Quitclaim Deeu a Corte Madera/District Page 4 STATE OF CALIFORNIA )ss . COUNTY OF SANTA CLARA On this the day of June, 1992 before me, the undersigned Notary Public, personally appeared RYLAND KELLEY' , personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument on behalf of the Limited Partnership, and acknowledged to me that the Limited Partnership executed it . WITNESS my hand and official seal . 0935M 5-920521 Final Quitclaim Deed Corte Madera/District Page 5 EXHIBIT A Legal Description of Property Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-92-62 Meeting 92-13 May 27, 1992 AGENDA ITEM Proposed Addition to Skyline Ridge Open Space Pr erve ASSISTANT GENERAL MANAGER'S RECOMMENDATIONS ._ 1. Adopt the two attached resolutions authorizing purchase of a total of 46. 67% interest in the Big Dipper Ranch property. 2 . Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report, including naming the property as an addition to the Skyline Ridge Open Space Preserve. 3 . Indicate your intention to withhold the property from dedication as public open space at this time. DESCRIPTION This 767.9 acre property is located on the southwest slope of the Santa Cruz Mountains. It is adjacent to the Skyline Ridge Open Space Preserve, Russian Ridge Open Space Preserve, and Portola State Park. It is accessible from Alpine Road which extends along the west boundary of the property. Peters Creek is near the east boundary and private property is located to the north as well to the east. District land adjoins the property at the northwest corner and along the east boundary. Portola State Park is adjacent to the south boundary. The landscape is characterized largely by a mosaic of grassy slopes and dense vegetation. The upper ridges along the Alpine Road corridor are predominantly grassland interspersed with patches of woodland. The terrain here is gentle to steep, descending east towards Peters Creek. There are a number of heavily forested ravines and seasonal creeks throughout the property, particularly on the west facing slopes. Peters Creek bisects the southeast corner of the property and has a pristine riparian habitat. This watershed is a continuation of drainages that originate at Skyline Ridge and the Devils Canyon area of Long Ridge Open Space Preserve. The creek has interesting rock outcrops that are well scoured and form small pools and waterfalls. On the opposite side of Peters Creek, the property climbs the northeast facing slope towards Portola Heights and Long Ridge. A ranch complex, comprised of residential structures and barns, 201 San Antonio Circle,Suite C-135 ° Mountain View,California 94040 � Phone:(415)949-5500 - FAX:(415)949-5679 Genera(Manager:Herbert Grench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop R-92-62 Page 2 is located in the southeast portion of the property. There are four residential structures; one structure is occupied by the ranch manager. A swimming pool is adjacent to another of the residences. A number of ranch vehicles and equipment are kept near a maintenance building. Small barns and corrals are used for stabling horses. A large barn is located some distance to the north of the ranch complex. It is used in conjunction with grazing activities. Cattle and horse grazing are the primary land uses. Fences, gates, and cattle guards divide the rangeland. The vegetation is in excellent condition with no signs of overgrazing and erosion. There are relatively few animals on the property. A number of roads and trails are located throughout the property. A paved driveway, originating at Alpine Road, crosses in the southeast direction to the ranch complex above Peters Creek. Old Page Mill Road, a historical logging route, generally extends from north to south connecting to the paved driveway and passing through the ranch complex. Old Page Mill Road is maintained as a ranch road in a portion of the property but reverts to an unimproved trail near the north boundary and Portola State Park. Many old roadbeds and trails on the property appear to be used occasionally for associated ranch operations. one unimproved road extends from Old Page Mill Road to Peters Creek and appears to have, at one time, connected east to the Portola Park Heights. USE AND MANAGEMENT PLAN Planning Considerations The property is located in San Mateo County and is zoned Resource Management(RM) . Alpine Road is designated a Scenic Corridor in the San Mateo County General Plan. The San Mateo County Trails Advisory Committee has proposed a trail connection through the property on Old Page Mill Road, connecting the Skyline Ridge Open Space Preserve and Portola State Park. The property offers an excellent opportunity for eventually making the proposed connection between Skyline Ridge Open Space Preserve and Portola State Park. If acquired, portions of Old Page Mill Road and adjacent nearby unimproved trails could become a major link between the preserve and the state park. A private section of Old Page Mill Road will remain below the existing boundary of Skyline Ridge Open Space Preserve that cannot be used as public trail until such time as an agreement can be worked out with the adjacent land owner or a bypass trail constructed on existing District land. The portion of Old Page Mill Road connecting north from Portola State Park needs to be further investigated to determine the potential of extending public access from the park into the property. R-92-62 Page 3 The District's 46. 67% interest in the property establishes a "tenant in common" relationship with the remaining interest in the property. This relationship provides each co-tenant with equal rights of possession to the entire property. A co-tenant cannot exclude another co-tenant from any portion of the property. Each co-tenant has broad powers in how they can use the property including such items as building structures, leasing interests to third parties, and constructing road and trails. Because of these broad powers, staff feels every effort should be made to cooperate with the co-tenant, regardless of the technical legal rights involved. Staff will work closely with the co- tenant to reach mutual agreements for planned development and public access. Current land uses are consistent with the District's land use policies. Grazing activities on the property are well-managed and would be expected to continue. Preliminary Use and Management Plan Recommendations Dedication: Withhold the 46. 67% interest in this property from dedication as public open space. The District, as a tenant in common, should not dedicate any part of the land without the consent of the co-tenant. Name: Name the property as an addition to the Skyline Ridge Open Space Preserve. Signs: Cooperate with co-tenant in providing signs that may be necessary to protect privacy, prevent conflicts with normal ranch operations, and minimize trespass on neighboring private lands. Roads: Cooperate with co-tenant and seek an agreement to maintain roads for normal ranch operations and ranger patrol. Site Emphasis Designation: Conservation Management Unit (CMU) . The property will not be open to the public due to the "tenant in common" relationship of ownership. It will be planned and subsequently managed primarily for conservation and viewshed. The property will not be managed for public recreation until completion of negotiations with the co-tenants. Public Safety Review: Staff will perform an inspection of the property to find if public safety hazards exist. Even though the property is not being managed for public recreation, the District should work with the co-tenant in identifying and mitigating any potential public hazard. R-92-62 Page 4 TERMS AND FUNDING The basis of value for the interests being acquired is $2 , 500, 000 for the entire 767.9 acre ranch ($3,256 per acre) . This amount is based upon the final inheritance tax appraisal settlement, which District staff has reviewed and satisfactorily concluded represents fair market value for the property interests being acquired. The total property interests are held by three family members, as follows: Gerald C. Grey [who has transferred his 4/15th interest (26. 67%) in the property to Majorie Roth, as trustee of a Charitable Remainder Unitrust] . This entire interest is proposed for acquisition by the District in accordance with the terms of the attached Real Property Purchase Agreement, which follows the District's standard form. The full purchase price of $666, 667 .00 for this interest is payable in cash at close of escrow. Alice (Grey) Coelho has an undivided 3/15th interest (20%) in the property which is proposed for acquisition by the District in accordance with the terms of the attached Real Property Purchase Agreement, which follows the District's standard form. The full purchase price of $500,000 for this interest is payable in cash at the close of escrow. Cecilia (Grey) Cummings has a 4/15th interest (26. 67%) in the property and there is no agreement to acquire her interest in the property at this time. Patricia Grey, deceased, had previously transferred her 4/15th (26. 67%) interest in the property into a trust, with Imperial Trust Company as a co-trustee. Apparently, under the trust agreement, Cecilia Cummings has the right to acquire this remaining interest by making certain payments to Gerald Gray and Alice Coelho, either out of estate funds or from her own funds. However, if Ms. Cummings declines to make such payments, a portion of this additional interest in the property would be distributed to Ms. Coehlo and Mr. Grey. Whatever the outcome of this final interest in the property, District staff would continue to work with the remaining co-owners toward a mutually agreeable solution as to use and ownership. R-92-62 Page 5 FISCAL YEAR 1992-93 CASH EXPENDITURES FOR OPEN SPACE ACQUISITIONS Funds for the 1992-93 fiscal year - cash $5, 923, 000 Approved acquisitions (escrow closed) 425, 000 Approved acquisitions (escrow not closed) 265, 000 Skyline Ridge property acquisition (Big Dipper 46. 67%) 1, 166, 667 Remaining cash balance for 1992-93 fiscal year $4, 066, 333 Prepared by: Del Woods, Acting Land Manager Craig Britton, Land Acquisition Manager Contact person: Craig Britton, Land Acquisition Manager ifT — k 4, 13 � �-P.J .- _) � moo :'-�•....� - __ if I° . COAL-CREEK rY1Jzf ~ 4 - ` OPEN SPACE_ PRESERVE § �'�' � t r/ I��f j'+} fry`- ,�[�f't-✓""-i Y9� 1' 3 r ql,•' t�i". �� ,...:. i � �1 1,���`.?C t��� �- t,vlj 1 v��. ^F _f-,I lI � �7 -�- �� `�.}.�`^,. -- ...1 },�.•'� .i K�ii n�l �If Ye1 Htil`4 r •�"' " MONTE BELLO ��M1 a �,z `� a ". —,-}- } OPEN SPACE PRESERVE`S RUSSIAN RIDGE / 3� ^l �� OPEN SPACE PRESERVE� R 01 /,' �:�'�. ��� ♦ ��.�--�_--'-.;�i���,i--.y \`�'' � ��„p�/�!�.J��/ '* �' �'�- �t/,i--1\1i.� t St y���;.. F,�» -.�I f �i..t^'Y� Mrndego ti r`;*ems:`� _ L f ALPINE ROAD "✓ � J ..�Il� �✓!L,7 f�rl ..--./��\�ILh�_� T� i Yt�4. � , SKYLINE RIDGE 3 OPEN SPACE PRESERVE stir L„w, Vail, <�'. `s E,, -„ '� ( PROPOSED ACQUISITION J °+Y a S ��,g L05 BIG DIPPER RANCH ,t�' ` Altos "'°sE` ► PROPERTY (767.9 Acres) a•�b 178 PACE 1_ CASE "\AAK'-PRFSERVF f"^ °A fq/1'EIaC..YM'01x11, PASNAf AM4 TAARCOS� l M Y157A II_ I 4 ! IA£SEA. ` pPgl pAflM 3 .�O COAL SPACE PRESERYEI '}A YOMF Ii5 5W1RlO7 Honda NPACE 8E Lo o O 2 9 NEPn<cE PRESER� �' SKriINF RI , SPACE _ Ao,F _ y� orcx sPACF NE 1 _ p MIES[RVE PRESfAVE •1 j /"� .Prlo d AIID sTevFNs, � • LOMG RAGE OPEx --'afE•IS 'ADERO CREEK �S ' 1.110EPAE-ERYE �,7tt, ` SRENFES c 4•�K..`f Y ' :!FARA OO.OAP SPACE •CAYI =� --PRESEAVF L �• a �_ •}-t -?RTOi.v il� � SARATOO/ � H% STALE CO1.'NTYPARK'I, PARK LOCATION MAP 189 py$ @Y ` 6 J Af / l SITE MAP: r� PROPOSED ADDITION TO Y ° r� SKY LINE RIDGE OPEN SPACE PRESERVE :< PORTOLA STATE Q j6° �`J� PARK r.f •' a� ca - Scale: V = ZW Nertht May 1992 RESOLUTION 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 OR ASSISTANT GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (SKYLINE RIDGE OPEN SPACE PRESERVE - LANDS OF ALICE COEHLO) 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 Real Property Purchase Agreement between Alice Coehlo 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 on behalf of the District. Section Three. The General Manager or Assistant General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager or Assistant 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. 00 to cover the cost of title insurance, escrow fees, and other miscellaneous costs related to this transaction. Section Five. It is intended, reasonably expected and hereby authorized that the District's general fund will be reimbursed in the amount of $500, 000 from the proceeds of the next long term District note issue. This Section of this Resolution is adopted by the Board of Directors of the Midpeninsula Regional Open Space District solely for purposes of establishing compliance with the requirements of Section 1. 103-18 of the Treasury Regulations. The reimbursement of this payment expenditure is consistent with District's budgetary and financial circumstances. There are no funds or sources of moneys of the District that have been, or reasonably are expected to be reserved or allocated on a long-term basis, or otherwise set aside to pay the costs of this open space land acquisition project which are to be paid or reimbursed out of proceeds of indebtedness to be issued by District. The Board of Directors hereby declares District's official intent to use proceeds of indebtedness to reimburse itself for this open space land acquisition project expenditure. RESOLUTION 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 OR ASSISTANT GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (SKYLINE RIDGE OPEN SPACE PRESERVE - LANDS OF MAJORIE ROTH, AS TRUSTEE) 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 Real Property Purchase Agreement between Majorie Roth, as trustee of the Gerald C. Grey Charitable Remainder Unitrust dated October 14, 1991 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 on behalf of the District. Section Three. The General Manager or Assistant General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager or Assistant 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, 000.00 to cover the cost of title insurance, escrow fees, and other miscellaneous costs related to this transaction. Section Five. It is intended, reasonably expected and hereby authorized that the District's general fund will be reimbursed in the amount of $666, 667 from the proceeds of the next long term District note issue. This Section of this Resolution is adopted by the Board of Directors of the Midpeninsula Regional Open Space District solely for purposes of establishing compliance with the requirements of Section 1. 103-18 of the Treasury Regulations. The reimbursement of this payment expenditure is consistent with District's budgetary and financial circumstances. There are no funds or sources of moneys of the District that have been, or reasonably are expected to be reserved or allocated on a long-term basis, or otherwise set aside to pay the costs of this open space land acquisition project which are to be paid or reimbursed out of proceeds of indebtedness to be issued by District. The Board of Directors hereby declares District's official intent to use proceeds of indebtedness to reimburse itself for this open space land acquisition project expenditure. Open Space MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-92--63 Meeting 92-13 May 27 , 1992 AGENDA ITEM Preliminary Study for Midpeninsula Regional Open Space District Assessment District No. 1992-1 (Vidovich Acquisition) GENERAL MANAGER ' S RECOMMENDATION No official action requested. Review the Preliminary Study submitted by Leptien, Cronin, Looper, Inc. and provide comments to the engineer. Discussion: At your May 13 meeting you, among other things , approved the hiring of an engineer for the proposed benefit assessment district (see report R-92-51 ) . Mr. Leptien ' s first task was to do a Preliminary Study of the area. His report is available at the District office. The multi-purpose room at Bullis-Purissima Elementary School , 25890 Fremont Road, Los Altos Hills , has been reserved for 7 : 30 P.M. on Tuesday, June 9 , for an informal informational meeting. The attached letter will go out right away, after your review of the Preliminary Study. Prepared by: Herbert Grench, General Manager Contact person: Same as above 201 San Antonio Circle,Suite C-135 . Mountain View,California 94040 n Phone:(415)949-5500 -* FAX:(415)949-5679 Genera!Manager:Herbert Grench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop Open . .Space MDPENINULA REGIONAL OPEN SPACE DISTRICT TO: Board of Directors FROM: H. Grench , General Manager DATE: May 27 , 1992 SUBJECT: F. Y. T . 201 San Antonio Circle,kk alas ° Mountain View,C&bmm9404 0 Phone:(415)94$a;o = FAX:@l%94±awe General Manager: e, Board7mmm:Katherine on,ems+w.mTeee Henshaw,Ginnye ,__,a6 Betsy _der,RichardBi n Open Space , MIDPENINSULA REGIONAL OPEN SPACE DISTRICT May 20, 1992 David Knapp, Manager Town of Los Gatos P.O. Box 949 Los Gatos , CA 95031 Dear David: I suggest that we meet again in the very near future to see if we can settle the lawsuit. Picking up from what Judge Turrone had to say regarding resolving differences between public agencies in the public' s interest, I further suggest that we meet without legal counsel present . I ' ll plan to call you within a week, unless I hear from you sooner, to talk about a meeting and the possible participants . Although it ' s difficult to overcome polarization even, for example, in some close family situations , I hope that we can reach an agreement that allows the Town and the District to return to the close cooperative relationship we 've enjoyed in the past. Sincerely, Rau 1.A, Herbert Grench General Manager HG:dmz cc: W. Esselstein MROSD Board of Directors 201 San Antonio Circle,Suite C-1 35 - Mountain View,California 94040 Phone:(415)949-5500 FAX:(415)949-5679 General manager:Herbert Grench Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Cinny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop TOM CAMPBELL COMMITTEE ON BANKING, 12TH DISTRICT,CALIFORNIA FINANCE AND URBAN AFFAIRS 313 CANNON HOUSE OFFICE BUILDING MAY 15 Q COMMITTEE ON THE WASHINGTON,DC 20515-0512 1 47 JUDICIARY (202)225-5411 _ COMMITTEE ON SCIENCE, DISTRICT OFFICES: SPACE,AND TECHNOLOGY 599 NORTH MATHILOA AVENUE,SUITE 105 SUNNYVALE,(408) CA 835 QCongrea of the Eniteb Otateo (4p8)LE,CA 94 HOUSE COMPETITIVENESS CAUCUS (415)321-9154 CONGRESSIONAL CAUCUS FOR 7415 EGILROY,C STREET,SUITE D ouot of Rortontatibeo WOMESIO ISSUES GIIROV,CA 95020 CONGRESSIONAL GRACE (408)848-5101 COMMISSION CAUCUS May 7, 1992 HUMAN RIGHTS CAUCUS ENVIRONMENTAL AND ENERGY STUDY CONFERENCE Mr. Herbert Grench General Manager Open Space 201 San Antonio Circle Suite C-135 Mountain View, California 94040 Dear Mr. Grench: Thank you for your letter. I too am concerned about the quality and quantity of our natural resources and our National Parks. They are beautiful treasures enjoyed by millions of Californians, and it is important to ensure that these resources are given proper attention. When the appropriation of funds for fiscal year 1993 occurs, I will keep your views in mind. Thank you for writing, and thanks for your help on the Phleger legislation. Please keep in touch. Best regards, Congressman Tom Campbell TC:mrb THIS STATIONERY PRINTED ON PAPER MADE OF RECYCLED FIBERS DRAFT OPEN SPACE AMERICA MIDDLETOWN, NEW JERSEY MAY 4, 1992 MEMBERS PRESENT: Janet Cobb Debbie Richards Herb Grench Judith Stanley Jim Truncer Faith Hahn Bonnie Hammerstedt ALSO PRESENT: Barbara Scott MEMBERS ABSENT: Rex Funk Jim Crain Delani Wheeler Ray Printz Lynn Wodell CALL TO ORDER: President Janet Cobb called the meeting to order. ROLL CALL: Members present as noted above. SECRETARY'S REPORT: Secretary Delani Wheeler was absent and neither a report nor the minutes of the October 21 and 22, 1991 meeting in Cape May, New Jersey were submitted. TREASURER'S REPORT: Treasurer Jim Crain was absent. Bonnie Hammerstedt submitted a report dated May 4, 1992 (copy attached) for expenditures and credits relative to the bank account in New Jersey which is scheduled to be closed when the post office box expires, the phone is cancelled, and these final bills are paid. No report on the principal account in Colorado was submitted. Jim Truncer offered to investigate whether required annual reports and statements had been filed with IRS. 1992 CONFERENCE: Bonnie Hammerstedt reported that all sponsor money Ilia'" been returned and the hotel, speakers, and others notified of the conference cancellation. NEWSLETTER REPORT: Faith Hahn reported that the special December conference issue of the newsletter has been written, printed, and was ready for mailing when the May OSA Conference was cancelled. Because the issue was written as a promotion for the conference, Faith had instructed the Boulder, CO office not to mail the newsletters. All copies were destroyed so none are available for reference. Work on another newsletter was delayed pending this meeting. MEMBERSHIP REPORT: Faith Hahn was unable to give a complete report as information requested from the Boulder, CO office had not been provided. Solicitations of -2- renewals and new members had been suspended pending this meeting when the conference was cancelled. OSA FUTURE: An open discussion of the status and future of OSA was conducted with each member present contributing his/her opinion. Delani Wheeler's written comments were circulated. It was concluded that the organization was not presently capable of building and maintaining membership or hosting conferences. Instead OSA should work with and serve as a link between existing membership groups and private interests to promote conservation of our nation's land and water resources by educating the general public and legislators. This may include communication through press releases or articles printed in other groups publications and conducting educational sessions at conferences sponsored by others. This is consistent with OSA's existing bylaws however, Janet will seek an opinion on our IRS status. Initial priorities will be getting Land and Water Conservation Fund monies appropriated and distributed to state and local agencies and to support pending legislation which provides a tax credit for 100% of the appreciated value for the donation of land for conservation and agricultural purposes. Other similar efforts would be undertaken when these are accomplished. Approximately $150,000 - 200,000 will be sought from private individuals or foundations to hire someone to work with the OSA President to investigate the interest of other organizations in this type of affiliation and to launch the initial projects. Progress reports to the Board will be made on a quarterly basis. A complete assessment of this new effort will be made at the 1993 Annual Meeting and action taken as deemed appropriate. Individual board members and others would be encouraged to initiate local ad hoc professional and/or citizen groups to network re: issues of mutual interest. More detailed discussion was deferred to the afternoon to conduct other business. AMENDMENT 27: Janet Cobb asked that the board adopt a resolution of support for Amendment 27. Bonnie Hammerstedt made a motion to endorse Amendment 27. Jim Truncer seconded the motion. The vote was unanimous. -3- ANNUAL MEETING ELECTIONS: The Board as a whole was declared the nominating committee. Herb Grench made a motion to reelect the four board members whose terms were scheduled to expire: Janet Cobb, Judith Stanley, Jim Truncer and Jim Crain. Debbie Richards seconded the motion. The vote was unanimous. Herb Grench made a motion to elect the following slate of officers, leaving all other positions vacant: President - Janet Cobb 1st Vice-President - Judith Stanley Treasurer - Herb Grench Secretary - Faith Hahn Debbie Richards seconded the motion. The vote was unanimous. Bonnie Hammerstedt orally submitted her resignation which was accepted with regret by the Board. Bonnie stated that she does not have the resources to continue as an active Board member. LUNCH: The meeting was adjourned for lunch. ROLL CALL: The meeting was reconvened with all still present as listed above except Judith Stanley. OSA FUTURE: (cont. ) The following organizations were listed s possible affiliates: The Conservation Fund, Audubon Society, Sierra Club, National Wildlife Federation, National Recreation and Park Association, National Park Service, National Parks and Conservation Association, Nature Conservancy, Trust for Public Land, National Associations of State Outdoor Recreation Liaison Officers, American Planning Association, American Society of Landscape Architects. They will be contacted to determine their possible support of OSA and how we could best serve them. They will also be asked to suggest who else might join and to adopt and distribute a resolution of support for LWCF. A mission statement and financial statement will be prepared to send to prospective affiliates and prospective funding sources. -4- It was decided that the office should be relocated to California for the convenience of the President. Jim Truncer made a motion to have all funds transferred to California to a new account for which Janet Cobb and Herb Grench would be the authorized signators. Debbie Richards seconded the motion. The vote was unanimous. Herb Grench made a motion to authorize Janet Cobb to spend up to $2,000.00 for research and preparation of a proposal for foundation funding. Jim Truncer seconded the motion. The vote was unanimous. MISCELLANEOUS ASSIGNMENTS: Debbie Richards will recruit Bill Hopkins of Delaware to the Board and to help sell the new OSA program to prospective affiliates. She will also seek his suggestions re: financial support. Faith Hahn will draft a letter for Janet's signature to OSA membership advising of the change in OSA's direction. Jim Truncer will make initial inquiries re: financial support to the James Foundation and the Leroy Springs Foundation. Janet Cobb will contact Coors. Inc. , Celestial Seasonings, and select individuals re: possible financial support. Someone will secure information on the pending tax bill from its sponsor. Debbie Richards will assemble LWCF promotional materials. NEXT MEETING: No date or place was set for the next Board meeting but an April 1993 annual meeting is likely. To the extent possible, the Executive Committee will conduct business via conference calls. ADJOURNMENT: The meeting was adjourned at approximately 4:30 pm. LICENSE SARATOGA GAP RESEARCH WELL This License is made by and between The Sempervirens Fund, hereinafter called OWNER, and Stuart Rojstaczer, hereinafter called LICENSEE. The N idpeninsula Regional Open Space District, hereinafter called OPTION-HOLDER, is also party to the agreement as holder of an option on the subject property. The parties hereby agree as follows: 1.0 PROPERTY OWNER grants LICENSEE permission to enter owner's property located at the west corner of the intersection of Highways 35 and 9, otherwise known as Saratoga Gap. The parcel is located in Santa Cruz County and the assessor's parcel number is 088-221-04. The map identified as "Exhibit A" shows the location of the parcel. 2.0 PURPOSE The sole purpose of this license is to accommodate installation and monitoring of a 600-foot deep well in order to gain an understanding of the hydrogeologic characteristics of the upper San Lorenzo River watershed. The monitoring of the well will primarily occur during the summer months (June through September) during 1992 and 1993. At the end of the term of this license, the well will be secured by LICENSEE and available for future use by OWNER. 3.0 CONSTRUCTION CONDITIONS a. The specific location for the well is subject to the mutual approval by OWNER and OPTION-HOLDER. b. LICENSEE will be responsible to secure all necessary permits from the agencies having jurisdiction, to construct, maintain, and monitor the well. Copies of all permits and correspondence with all permitting agencies or others will be forwarded by LICENSEE to OWNER and OPTION-HOLDER. C. LICENSEE will provide OWNER and OPTION-HOLDER with Well-Drillers Certificate of Insurance. OWNER and OPTION-HOLDER should be named as co-insured. Well-Driller should be a licensed contractor. d. Vehicular access shall be limited to a drilling rig and other necessary vehicles. e. LICENSEE will restore surrounding area to original condition at the end of term and cap well for potential future use in accordance with the rules and regulations of the permitting agencies. 4.0 MONITORING CONDITIONS Monitoring of the newly completed well shall be subject to the following conditions: a. Monitoring shall be performed by LICENSEE. b. Monitoring shall be performed by pedestrian access only. C. Area of monitoring shall be kept in a neat and clean condition at all times. 5.0 TERMS This license shall commence at the time of execution hereof by OWNER and shall terminate on September 30, 1993. 6.0 DAMAGE and LIABILITY LICENSEE shall be responsible for any and all personal injury or property damage on the Property caused by his acts or omissions on the property, and shall indemnify OWNER and OPTION-HOLDER against any and all claims, liabilities, or losses, including attorneys fees, on account thereof. 7.0 EARLY TERMINATION This License may be canceled by mutual agreement of OWNER and LICENSEE. 8.0 WRITTEN NOTICE Any notice required to be given hereunder, or which either party may wish to give, shall be in writing addressed as follows: To LICENSEE: Stuart Rojstaczer Duke University Department of Geology Durham, NC 27706 To OWNER: Sempervirens Fund 2483 Old Middlefield Mountain View, CA (415) 968-4509 Attention: Verlyn Claus n, Executive Director To OPTION-HOLDER: Midpeninsula Regional Open Space District 201 San Antonio Circle, C-135 Mountain View, CA 94040 (415) 949-5500 Attention: Mary Gundert, Open Space Planner IN WITNESS WHEREOF, this license has been made, executed and delivered as of the date and year of the last signature below. LICENSEE By Dat A-) Stuart ojs r le OWNER By � Date Verlyn C us en, Executive Director SEMPERVIRENS FUND OPTION-HOLDER By Date S 2 A/ H. Grench, General Manager MIDPENINSULA REGIONAL OPEN SPACE DISTRICT