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Home My Public Portal About19980218 - Agendas Packet - Board of Directors (BOD) - 98-04 Regional Open ace MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 98-04 SPECIAL. MEETING BOARD OF DIRECTORS AGENDA* 7:30 P.M. 330 Distel Circle Wednesday Los Altos, California February 18, 1998 (7:30) ROLL CALL ** ORAL COMMUNICATIONS -- Public ADOPTION OF AGENDA *** ADOPTION OF CONSENT CALENDAR -- B. Crowder *** APPROVAL OF MINUTES January 28, 1998 (Consent Item) *** WRITTEN COMMUNICATIONS BOARD BUSINESS (7:45) 1. Exchange of Lands to Include Proposed Addition of Peninsula Open Space Trust Property to Windy Hill Open Space Preserve, Sale of Surplus Property at Teague Hill Open Space Preserve and Management Agreement with Peninsula r for the Loma Prieta Ranch Property; Determination that the n Space Trust � P � Recommended Actions are Categorically Exempt from the California Environmental Quality Act; Authorization for the General Manager to Sign the Property Management Agreement with Peninsula Open Space Trust for Loma Prieta Ranch; Tentative Adoption of the Preliminary Use and Management Plan for the Addition to Windy Hill Open Space Preserve (Peninsula Open Space Trust - Corte Madera Associates Property) Including Naming the Property as an Addition to Windy Hill Open Space Preserve; Tentative Adoption of the Preliminary Use and Management Plan for Lands of Peninsula Open Space Trust (Loma Prieta Ranch); and Indicate their intention to Dedicate Lands of Peninsula Open Space Trust (Corte Madera Associates Property) -- C. Britton Resolution Approving and Authorizing Acceptance of a Real Estate Sales Agreement - Sale By Exchange, Authorizing Officer to Execute a Deed for the Celebrate 25 Years of Open Space Preservation 330 Distel Circle . Los Altos, CA 94022-1404 - Phone:650-691-1200 1972-1997 FAX: 650-691-0485 . E-mail: mrosd@openspace.org - Web site:www.openspace.org Board of Directors:Pete Siemens,Mary C.Davey,Jed Cyr,David T.Smernoff,Nonette Nanko,Betsy Crowder,Kenneth C.Nitz » General Manager:L.Craig Britton _ - __ _ _ ____ J Meeting 98-04 Page 2 Real Property Being Released, Authorizing Officer to Execute Certificate of Acceptance of Grant to District, and Authorizing General Manager to Execute Any and All Other Documents Necessary or Appropriate to Closing of the Transaction (Windy Hill Open Space Preserve - Lands of POST) Resolution Authorizing Acceptance of Transfer Agreement, Authorizing Officer to Execute Certificate of Acceptance of Grant to District, and Authorizing General Manager to Execute Any and All Other Documents Necessary or Appropriate to Closing of the Transaction (Windy Hill Open Space Preserve - Lands of POST) 2. Appointment of Grant Thornton as the District's Auditors for the Fiscal Year 1997-1998 -- M. Foster 3. Cancellation of February 25, 1998 Regular Meeting (8:05) INFORMATIONAL REPORTS -- Directors and Staff REVISED CLAIMS Consent Item) ADJOURNMENT *NOTE: 77mes 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 other matters during oral communications. Each speaker will ordinarily be limited to 3 minutes. Alternately, you may comment to the Board by a written communication, which the Board appreciates. ***All items on the consent calendar shall be approved without discussion by one motion. Board members, the General Manager, and members of the public may request that an item be removed from the Consent Calendar during consideration of the Consent Calendar. NOTICE OF PUBLIC MEETINGS The Administration and Budget Committee will meet on Tuesday, February 17 and Monday, February 23, 1998. The meetings will begin at 5:00 P.M. at the District office. The Committee will be reviewing the proposed 1998-1999 fiscal year budget for the District's programs and activities. Claims No. 9M-04 � K8a«dingS8-05 � Date: February 1$. 1998 Revised N\|DPEN|NSULA REGIONAL OPEN SPACE DISTRICT � # Amount Name Description 364/ 25.84 * / m / Telephone Service � � 3648 512.50 Jane Buxton FEK8A & Patrol Map Projects 3649 27.60 CaliforniaVa�er ��rvion Water Project . � 3650 50.00 MarkCaaareto Reinobunsernmnt-Boot Repairs � 3651 180.00 °1 C8PRA PRAC Conference Registration--B. Malone and8. Downing � � 3652 945.00 Alice Cummings National Trails Grant Project Preparation � 3653 75.25 Federal Express Express Mail Service 3854 78.500.00 First American Title Insurance Company Acquisition of POST Property � � 3656 111.80 K8mt1hovx Fnaennnn Vehicle Expense 3856 894.16 Goodco Press Incorporated Letterhead and Newsletter Printing 3657 -952.99 Granite Rook Concrete � � 3.49 3658 1'319.88 The Home Depot Field Supplies � 3069 3'847.13 JakabyEnginoehng Bridge and Parking Lot Consultant 3660 59.34 Northern Energy Propane Service 3661 57.73 Office Office. � 3862 890.11 Orchard Supply Hardware Field Supplies 3863 288.70 Pacific Bell Telephone Service 3664 3'000.00 Popish Appraisal Q' Consulting Appraisal Services � 3665 53.84 PnoK8edix First Aid Supplies � 3606 65.00 R & S Erection Company Fovvkem Gate Repair 3667 390.00 Barbara ScherbRufer Open Space Study Consultant � � 3688 142.51 °2 Second Cup Business Meeting Expense 3888 12774 John Inc. Field. . . � 3670 106.10 Skyline County Water District VVotor Service � 3871 430.79 TharnoaCorp. Heating & Air Conditioning Service 3672 3'476.42 Turner & Mu|omro Legal Services � 3673 35.13 Unocal Fuel � 3674R 208.19 Computervvae Computer RAM 3675R 4'000.00 Novarone |ndumthes' Inc. Newsletter Mailing Deposit � 3676R 685.98 Office Depot Office Supplies � 3677R 1'180.40 Roy's Repair Service Vehicle Repair and Maintenance � � 3678R 2'048.53 Visa Office Supplies' Vehicle Parts, Field Supplies and Tuition Expense � � Urgent Check Issued February 8' 1898 Urgent Checks Issued February 11 & 12. 1998 Total 103'548.28 � Page 1 i Regional Open lace MIDPENINSULA REGIONAL OPEN SPACE DISTRICT SPECIAL. MEETING ADMINISTRATION AND BUDGET COM11rIITTEE AGENDA 5:00 P.M. Jed Cyr, Chair Tuesday Mary Davey February 17, 1998 Kenneth Nitz (5:00) ROLL CALL ORAL COMMUNICATIONS - Public ADOPTION OF AGENDA (5:05) COMMITTEE BUSINESS 1. Follow-up Review of 1998-1999 Proposed Budget for Operations Program -- J. Escobar 2. Follow-up Review of 1998-1999 Proposed Budget for Enterprise Subprogram -- M. Williams 3. Review of 1998-1999 Proposed Budget for Planning Program -- M. de Beauvieres 4. Controller's Report -- M. Foster 5. Proposed Agenda Items for Next Committee Meeting (6:30) ADJOURNMENT The Administration and Budget Committee will be meeting on Monday, February 23, 1998 to review the District's proposed budget for the 1998-1999 fiscal year. T�.k��.W�..or•�il�d S..�la i Celebrate 25 Years of Open Space Preservation 330 Distel Circle • Los Altos,CA 94022-1404 • Phone:650-691-1200 • 1972-1997• FAX:650-691-0485 • E-mail:mrosd@openspace.org • Web site:www.openspace.org Board of Directors:Pete Siemens,Mary C.Davey,led Cyr,David T.Smernoff,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz 0 Genera/Manager:L.Craig Britton Regional Open ~ -vace A —.► MIDPENINSULA REGIONAL OPEN SPACE DISTRICT SPECIAL. MEETING ADMINISTRATION AND BUDGET CO�EE AGENDA 5:00 P.M. Jed Cyr, Chair Tuesday Mary Davey February 23, 1998 Kenneth Nitz (5:00) ROLL CALL ORAL COMMUNICATIONS - Public ADOPTION OF AGENDA (5:05) COMMITTEE BUSINESS 1. Follow-up Review of 1998-1999 Proposed Budget for Planning Program -- M. de Beauvieres 2. Proposed 1998-1999 Budget for Computer System -- D. Woods 3. Review of 1998-1999 Operating Expenses in Relationship to the Target Average Six Percent Growth Guideline for Operating Expenses D. Woods 4• Preparation of Report on 1998-1999 Proposed Bud get J. Cyr (6:30) ADJOURNMENT Celebrate 25 Years of Open Space Preservation 330 Distel Circle • Los Altos,CA 94022-1404 • Phone:650-691-1200 • 1972-1997• FAX:650-691-0485 • E-mail:mrosd@openspace.org • Web site:www.openspace.org i Board of Directors:Pete Siemens,Mary C.Davey,Jed Cyr,David T.Smernoff,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz • General Manager:L.Craig Britton Regional f ace MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Meeting 98-02 REGULAR AND SPECIAL MEETINGS BOARD OF DIRECTORS January 28, 1998 MINUTES I. ROLL CALL President Betsy Crowder called the Special Meeting to order at 5:33 P.M. Members Present: Mary Davey, Betsy Crowder, Ken Nitz, Jed Cyr, Pete Siemens, David Smernoff, and Nonette Hanko. Members Absent: None Personnel Present. Craig Britton, Sue Schectman, Deirdre Dolan, John Escobar II. DISTRICT PROCEDURES WORKSHOP The Board concluded the Procedures Workshop at 6:05 P.M. and B. Crowder called the Regular Meeting to order at 7:39 P.M. Additional Personnel Present: Del Woods, Mike Williams, Jodi Isaacs, Randy Anderson, Annette Coleman, Carleen Bruins. III. ADOPTION OF AGENDA N. Hanko moved that the Board adopt the agenda. D. Smernoff seconded the motion. The motion passed 7 to 0. IV. ADOPTION OF CONSENT CALEND B. Crowder requested removal of the response to a written communication from Dan Bernstein and agenda item 6, Acceptance of the Informational Report on the Ranger cycle Patrol Program in 1997 Motion: J. Cyr moved that the Board adopt the Consent Calendar, including a response to a written communication from Mr. Harry Haeussler, 1094 Highlands Circle, Los Altos, CA 94024-7016; agenda item 8, -Authorization to Change District's Designation of Authorized Signatories for Entering District Safe Deposit Boxes, including adoption of Resolution 98-05 a Resolution of the Board of Directors of the Midpeninsula Regional T U ow U UU S.4 1 Celebrate 25 Years of Open space Presery � 330 Distel Circle * Los Altos,CA 94022-1404 , Phone:650-691-1200 anon 1972-1997 FAX:650-691-0485 - E-mail: mrosd@openspace.org - Web site:www.openspace.org Beard of Directors.Pete Siemens,Mary C.Davey,Jed Cyr,David T.Smernoff,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz • General Manager:L.Craig Britton Meeting 98-02 Page 2 Open Space District Establishing Signatories for Entering SafelY Del2osit Boxes(Mid-Peninsula B&"- and Revised Claims 98-02. P. Siemens seconded the motion. The motion passed 7 to 0. V. WRITTEN COMMUNICATIONS B. Crowder suggested that instead of sending Mr. Bernstein two letters, we send one stating that the January 15 letter covered his points. C. Britton said Mr. Bernstein responded to the draft response and staff changed one sentence. R. Anderson said there is a District brochure on dog etiquette. P. Siemens suggested adding information to that brochure as to why we require leashes based on specific incidents. P. Siemens will work with R. Anderson. Following discussion, it was agreed to add wording to the letter stating that in the next edition of the brochure, the District will include specific examples of dog-related incidents on preserves where dogs are permitted. Motion: P. Siemens moved that the Board approve the response to the written communication from Dan Bernstein, Peninsula Access for Dogs, 1165 Eureka Avenue, Los Altos, CA 94024, as amended. D. Smernoff seconded the motion. The motion passed 7 to 0. VI. BOARD BUSINESS B. Crowder moved the agenda to Item No. 6. A. Agenda Item No. 6 - Acceptance of the Informational Report on the Ranger Bicycle Patrol Program in 1997 - (Report R-98-17) A. Coleman said the bicycle patrol hours had tripled and reviewed the numbers in the report and said all rangers were given gloves and helmets. The four rangers assigned to the patrol were given the special jackets and long pants, and could buy additional bike patrol items with their uniform allowance. Three rangers earned jackets and pants by riding the shared bicycles enough hours. She said as the bikes get older they will need to be replaced, but they are holding up well and are being well taken care of Board members agreed that the bike patrol is a good way to interact with the public. A. Coleman said the bike patrol doesn't just enforce rules, but they help to repair bikes, and she was impressed by the wide variety of contacts made by them. Public contact has been very positive, and they have more mobility and can cover trails they can't drive on. B. Crowder encouraged staff to apply in the budget if they think they need more bicycles. J. Escobar said they need to measure the priority against others, and the bike patrol is just one function of the ranger staff. A. Coleman agreed with him that they should stay with the same number of bikes for this year and evaluate the program. J. Escobar said breakdowns have not been an issue. A. Coleman said Meeting 98-02 Page 3 rangers use their discretion as to when it is too wet to ride. P. Siemens said he wanted to consider potential expansion of the program. J. Escobar said perhaps being on bikes put rangers in a position to make more contacts in areas not accessible to vehicles. A. Coleman said having bike patrol on Stevens Canyon Trail has reduced problems. B. Agenda Item No. I - Appointment of 1998 Board Committees - (Report R-98- C. Britton noted that the Ridge Trail Committee representative position was changed to non-compensable during the workshop. N. Hanko asked if it would be advisable to keep the Pichetti Committee in place in case subjects come up that could be dealt with by them. C. Britton said questions would be referred to Acquisition and Enterprise Committee. Motion, M. Davey moved that the Board approve the President's appointments to standing and ad-hoc committees as contained in the report, including the determination of compensation status, with the change to the Ridge Trail Committee representative. N. Hanko seconded the motion. The motion passed 7 to 0. C. Agenda Item No. 2 -District Appointments to the Midpeninsula Regional, Onen Space District Financing Authority Governing Board - (Report R-98-20) Motion: P. Siemens moved that the Board approve the President's appointment of Directors Nitz, Smernoff, and Davey to serve on the Governing Board of the Midpeninsula Regional Open Space District Financing Authority. N. Hanko seconded the motion. The motion passed 7 to 0. D. Agenda Item No. 3 -Proposed Addition of Vanderpan Pro. ea to Kennedy- Limekiln Area of Sierra Azul Open Space Preserve;Determination That the Recommended Actions are Categorically Exempt from the California Environmental Quality Act;Tentative Adoption of the Preliminary Use and Management Plan Recommendations Including Naming;the Property as an Addition to the Kennedy Limekiln Area of Sierra Azul Open Space Preserve; and Indicate their Intention to Dedicate the Propel as Public Open Space - (ftoort R-98-1 Q D. Woods presented the staff report, showing the location of the property on a map. He said there are a number of developed properties on Soda Springs Road. D. Smernoff asked about the likelihood of connecting Mt. Thayer to the Kennedy Limekiln Area. D. Woods pointed out a trail that is public to the edge of District property, so it can't be used to get to Mt. Thayer. He showed slides of the property, including one from the Ridge Trail which does not go through the property. He showed alternative alignments for the Ridge Trail and said the Meeting 98-02 Page 4 property is in close proximity to the Trail and certainly in the view shed. M. Williams outlined the terms and conditions of acquisition. He said they are looking at other properties which might be acquired with the balance of the grant. Motion, D. Smernoff moved that the Board determine that the recommended actions are categorically exempt from the California Environmental Quality Act as set out in the staff report; adopt Resolution 98-03 a Resolution of the Board of Directors of the Midpeninsula Regional Open Space District Authorizing Acceptance of Purchase Agreement, Authorizing Officer to Execute Certificate of Acceptance of Grant to District, and Authorizing General Manager to Execute Any and All Other Documents Necessary or Appropriate to Closing of the Transaction (Sierra Azul Open Space Preserve -Lands of Vanderpan); tentatively adopt the Preliminary Use and Management Plan recommendations contained in the staff report, including naming the Vanderpan property as an addition to the Kennedy Limekiln Area of Sierra Azul Open Space Preserve; and indicate their intention to dedicate the property as public open space. P. Siemens seconded the motion. The motion passed 7 to 0. E. Agenda Item No. 4 - Authorization to Retain Cotton. Shires& Associates Inc. for Consulting Services to Prepare Construction Documents and Increase the Project Budget for Schilling Lake Spillway Repairs at Thornewood Open Space Preserve; Authorization for the General Manager to Execute an Agreement with Cotton. Shires Associates in the Amount of$18.500 Increasing the Project Budget from $15-000 to $35-000 - (Report R-98-15) C. Britton noted that a clearer accounting of the project had been given to Board Members tonight. R. Anderson presented the staff report, stating that they changed engineers because of liability insurance and that caused some lost time and effort. He said they had looked at other options, including trenching and draining the lake. He said the lake is used by native water fowl and animals and that the repair should be a permanent cure of this problem. Engineers have walked the dam and were not concerned about earthquakes. C. Britton explained the circumstances under which the property could be disposed of. N. Hanko said when they acquired the Thornewood property, they didn't expect it to be such a draw from the standpoint of the public. She felt that the earlier decisions made by the Board had been good ones. C. Britton added that staff is not looking into the possibility of disposing of the property but are looking into RFPs for a long-term tenant. Without different direction from the Board, staff considers it one of the permanent open space preserves. P. Siemens said he thought the property was an asset to the District. Meeting 98-02 Page 5 Motion: J. Cyr moved that the Board Authorize the General Manager to execute an agreement with Cotton, Shires& Associates, Inc. in the amount of$18,500 to provide geotechnical engineering consulting services on the spillway repair project, and authorize increasing the project budget from $15,000 to $35,000. F. Agenda Item No. 5 - Tentative Adoption of Preliminary 1998-1999 Action Plan for Implementation of District's Basic Policy- (Report R-98-12) C. Britton said any changes discussed at this meeting would be an assignment for the Budget Committee. He said staff would highlight key projects and be available to answer questions. Open Space Acquisition Program Negotiations and Special Pr!Qiects Subprogra M. Williams highlighted key projects. M. Williams noted the key addition of Lisa Zadek who was promoted to Real Property Assistant. Staff answered questions regarding the relocation assistance program (Item 11 under Other Projects and Activities). Enterprise Subprogram M. Williams noted four Key Projects. Board Members agreed it would be useful to tour the District's enterprise properties. B. Crowder also suggested touring acquisition properties before they come to the Board. C. Britton said they plan to have more meetings of the Acquisition and Enterprise Committee. S. Schectman said other Board Members can attend committee meetings as observers. M. Williams gave an example of the type of proposal that would be considered under Other Projects and Activities, No. 4 on page 6. C. Britton said they get all kinds of proposals and requests and investigate the ones that have merit. Open Space Planning Program Advance Planning Subprogram Current Planning Subprogram R. Anderson said the work program had been presented at the last meeting and is still a draft which will be finalized during the budget process. He said the spillway (Key Project 2, page 10, Thornewood Schilling Lake Dam Spillway Restoration and Landslide Repair) should be completed this summer. Referring to Key Project 2 on page 9, Trail Use Policy and Guidelines Review, B. Crowder suggested using the Regional Open Space Study mailing list. N. Hanko agreed that might be Meeting 98-02 Page 6 valuable. R. Anderson said that in regard to Item 6 on page 10 (Soda Springs Parking and Trail Plan), they are still studying where the parking will be, including the possible interim use of county parking. H. Haeussler asked about alignment of the trails at Windy Hill. He was informed that there is a huge backlog of trail projects and other trails had higher priorities, in some cases because of grant funding. P. Siemens suggested establishing a data base regarding signs which could be tied in with preserve maps. N. Hanko said people attending Resource Management meetings indicated that the District is doing what the public wants, and that is acquiring properties. Operations Program J. Escobar pointed out that the outline on the second page of the report needs to be updated to show that Resource Management has been moved to the Operations Program. Field Operations J. Escobar said they were not recommending any staff changes for the year. He outlined the four Key Projects. He noted that the Key Projects tended to focus on the administration and management aspects of the department; however, Key Project 4 speaks to what the field staff does. He said the efforts to prevent establishment of undesignated trails would include barriers, signing, focusing on compliance, and restoration work to make the trails unusable. Regarding the Wilderness Trail policy, J. Escobar said Planning would be the lead, but Operations would be closely involved. J. Escobar said the total seasonal hours on page 11, third line from the bottom, should be 7,500, not 8,500 as listed. In response to concerns about the trail machine being idle except for a few weeks a year, J. Escobar said it has more applications than trail building, including maintenance. D. Smernoff said it might be useful to have an accounting of volunteer hours to give a sense of how much support we are getting from the community. J. Escobar said they would report actual hours during program evaluation. He recognized J. Isaacs as a preparer of the report. Resource Manay-ement J. Isaacs described the Key Projects. J. Escobar commented on the work plan, stating they planned for the Use and Meeting 98-02 Page 7 Management Committee to be a Resource Management oversight steering committee which would study the plan within the next 30 days prior to bringing it back to the Board. He described the kind of detail they would be bringing to the Committee over the course of the year. J. Isaacs said she thought this is the kind of situation where the Use and Management Committee could be helpful in presenting options and cost analysis. She said the plan does not specifically address invasive native plants, but monitoring them would be a good project for an intern. Public Affairs Program General Public Information and Outreach Subprogram C. Bruins said the four Key Projects are similar to those from last year. She said educating bikers and dog owners on proper trail etiquette was not a Key Project; however, there is a trail etiquette brochure. J. Escobar said they have discussed the matter with M. Smith and Planning and they feel there is a need to get out and meet with those groups at their regular meetings. Legislative. Funding- and Organization Relations Subprogram C. Britton described the Key Projects. Visitor Services Subprogram C. Bruins said the Kids' Nature Express and the 1998 Special Districts Forum were new Key Projects. She said they would get schedule information on the Forum out as soon as possible. She said they do keep track of all volunteer hours. Administration Program Administration/Human Resources Subprogram C. Britton listed the Key Projects. Regarding the personnel manual, S. Schectman said it could appear under both Subprograms as they would both be working on it. In regard to Item 10 on page 23, D. Smernoff said the District needs to be more careful about what they purchase, since their goal is to protect the environment. Referring to Item 11 on page 23, C. Britton informed the Board that D. Woods is in charge of computer programs. He said they have implemented some of the recommendations in the Grant Thornton management letter and there will be a response to that letter. Legal Services Subogram S. Schectman said they sometimes have unanticipated Key Projects and described the new ones, including Coastal Expansion. Motion: P. Siemens moved that the Board adopt the Preliminary Action Plan as amended; and charge the 1998 Administration and Budget Committee with conducting a review of the Preliminary Action Plan Meeting 98-02 Page 8 on the Board's behalf as part of the budget review process. D. Smernoff seconded the motion. The motion passed 7 to 0. G. Agenda Item No. 7 - Approval of Amendment to District Legal Counsel Employment Agreement Reclassifying Position From One-Half to Two-Thirds Time and Approval of Salary and Benefit Adjustment - (Report R-98-131. Motion: N. Hanko moved that the Board Adopt Resolution 98-04 a Resolution of the Board of Directors of the Midpeninsula Regional Open Space District Approving an Amendment to District Legal Counsel Employment Agreement. J. Cyr seconded the motion. The motion passed 7 to 0. VII. INFORMATIONAL REPORTS P. Siemens described a meeting with special districts regarding representation on LAFCO. C. Britton pointed out this was listed on page 17 of the preliminary action plan under other projects and activities. N. Hanko said the period for response to the Yosemite plan has been expanded and described some of the elements of the plan. D. Smernoff said he, B. Crowder and J. Cyr had been out with the El Corte de Madera (ECDM) Task Force and it was a valuable tour. K. Nitz said he and B. Crowder and many volunteers went to Pulgas Ridge and pulled broom and acacia trees. B. Crowder had attended the hearing on the Castle Rock State Park Master Plan. C. Britton reported as follows: 1. The third annual State of the District Message was presented the previous Friday to staff. 2. The Operations Program review kickoff is next Monday. The consultant will be here. 3. Art O'Neal's next round of training will be regarding District-wide agreements. 4. In the FYIs was information on the Pichetti ranch award for architectural excellence. 5. March 14-15 will be the Planning and Conservation League symposium in Sacramento. J Escobar presented an update on the victim of the accident at ECDM. R. Anderson said in regard to Teague Hill, they have a copy of a memo from the town's legal counsel to the planning director stating the general plan consistency issue is resolved. Therefore we can submit our application but we will wait until after the Summit Springs property exchange. VIII. ADJOURNMENT The meeting was adjourned at 10:05 P.M. Roberta Wolfe Recording Secretary Claims No.98-02 Meeting 98-03 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Date:January 28,1998 Revised #� Amount Name Description 3477 14.88 ACE Springs &Wallplate for Ranger Residence 3478 399.86 Acme& Sons Sanitation Sanitation Services 3479 366.26 All Laser Service Laser Printer Cleaning 3480 76.60 American Fisheries Society Reference Book on Watershed Mgmt 3481 66.00 American Red Cross CPR Training 3482 16.20 AT&T Telephone Service 3483 132.16 Butter Uniforms Uniform Supplies 3484 860.24 California Water Service Company Water Service 3486 3,827.96 Callandar Associates Landscape Architectural Services 3486 480.00 Camino Medical Group Medical Services 3487 368.93 Carsonite International Markers & Decals 3488 4.33 Clarks Auto Parts Auto Parts 3489 134.23 Coastal Ford Tractor Auto Parts 3490 134.93 Cole Supply Janitorial Supplies 3491 63.62 Congdon, Patrick Erosion Control Manuel 3492 364.76 Emergency Vehicle Systems Auto Parts 3493 235.08 Farrelle Communications Radio Battery 3484 187.00 Federal Parks & Recreation Subscription Renewal 3496 233.82 The Feed Barn Chain Latch 3496 3,941.62 First American Title Title Insurance - POST/Thysen 3497 9.70 Foster Bros. Security Systems, Inc. Key Copying 3498 10.06 Franklin Covey Organizer Calendar 3499 6,660.00 Godbe Research &Analysis Coast Expansion Survey 3600 46.60 Goodco Press FI Cards 3601 60.06 G & K Services Shop Towel Service 3602 348.84 Granite Rock Cement 3603 84.06 GTE Mobilnet Cellular Phone Service 3504 1,038.62 Home Depot Field Equipment and Supplies 3606 61.00 Isaacs, Jodi Membership-The Wildlife Society 3606 67.98 J.C. Penny's Uniform Supplies 3607 2,180.16 Jade Publications Rancho San Antonio Map Printing 3608 60.00 Jensen, Travis Tuition- Building Maintenance Class 3609 94.93 Local Government Publications Law Book Supplement 3510 300.00 Lockhart, David Consultant - Rancho de Guadalupe 3511 118.13 Los Altos Garbage Garbage Service 3512 321.24 Lucent Technologies Phone System Maintenance 3513 25.86 Madco Oxygen Refill 3514 2,020.28 01 McCullough, Julie Planning Contract Development 3615 417.63 Metro Mobile Communications Speaker Microphone 3616 780.00 Micro Accounting Computer Maintenance Services 3517 31.42 Murray & Murray Legal Services 3618 66.00 National Glass Window Frame Repair 3619 214.60 National Safety Council Subscription Renewal- Family Health&Safety 3620 19.60 Netcom Internet Service 3621 41.11 Noble Ford Auto Parts 3622 80.00 Northern Energy Propane Tank Rental 3623 862.61 Office Depot Office Supplies 3624 2,611.84 OSH Field Equipment and Supplies Telephone Service 3626 1,169.61 Pacific Bell Tele P 3626 167.50 Palo Alto Red Cross CPR Training & Supplies 3627 48.64 Pine Cone Lumber Field Equipment and Supplies 3628 469.69 PIP Printing Kids Art & Spaces & Species Flyers Page 1 3529 238.11 Pit.. Wes c ge Meter Lease 3530 2,000.00 j - appraisal Consulting .hisal of Aitken Property 3631 1,760.00 Pt,,—n Appraisal Consulting Appraisal of Vanderpen Property 3532 417.30 Premium Sportswear DEL T-Shirts 3633 250.00 Public Agency Coalition Subscription Renewal- PERS PAL 3534 68.26 Rayne Water Conditioning Water Service 3636 238.15 The Recorder Legal Publication 3536 960.11 Roy's Repair Service Auto Repair 3537 114.76 Safety Kleen Solvent Tank Service 3638 87.64 02 Second Cup Dinner for Board Meeting 3638 27.50 Sequoia Analytical Water Test 3640 473.60 Signs of the Times Trail Directional Signs 3642 26.56 State Board of Equalization Fuel Tax 3643 307,075.00 Stewart Title of California Vanderpan Acquisition 3641 298.72 Summit Uniforms Uniform Supplies 3644 945.36 Target Specialty Products Field Equipment and Supplies 3645 638.24 Teeter Map Graphics 3646 2,649.60 Turner& Mulcare Legal Services 3547 687.60 Turner & Mulcare Legal Services 3648 717.63 Visa Miscellaneous Expenditures 3649 257.09 West Group Law Book Supplement 3650 29.22 Wheelsmith Bicycle Tire 3551 71.60 Williams, Michael Membership Reimbursement- Right of Way Org 3662 300.00 '3 Wolfe, Roberta Recording Services -Jan 14 Mtg 3653 66.70 Workingman's Emporium Uniform Supplies 3553R 1,000.00 First American Title Escrow for Russian Convent Local Business Meetings, Office Supplies, Field 3554R 383.37 Petty Cash Supplies, Film Developing. •1 Urgent Check Issued 1/21/98. •2 Urgent Check Issued 1/28/98. '3 Urgent Check Issued 1/28/98. TOTAL 352,761.40 4 Page 2 ace Rqglonal ° MIDPENINSULA REGIONAL OPEN SPACE DISTRICT TO: Board of Directors FROM: C. Britton, General Manager DATE: February 18, 1998 SUBJECT: FYI 14 _ Celebrate 25 Years of Open Space Preservation 330 Distel Circle Los Altos, CA 94022.1404 - Phone:650-691-1200 a 1972-1997 a FAX:650-691-0485 - E-mail: mrosd@openspace.org * Web site:www.openspace.org Board of Directors:Pete Siemens,Ma C.Dave Jed Cyr,David T.Smernoff,Nonette Hanko,Bets C _Kenneth i _ e Mary y, y y Crowder,Kenneth C.Nitz � General Manager.L.Craig Britton INTER-OFFICE MEMORANDUM February 18, 1997 TO: Craig Britton, General Manger FROM: Gordon Baillie, Operations Analyst SUBJECT: MONTHLY FIELD ACTIVITY SUMMARY Month January Year 1998 VIOLATIONS TOTALS CITES CRIMES Bicycles Poss. marijuana 1 1 Closed area 3 3 Under influence of Speed 0 0 marijuana 2 0 Helmet After hours 0 0 ACCIDENTS/INCIDENTS Unsafe operation 0 0 Bicycle 3 Dogs Equestrian 0 Prohibited area 3 3 Hiking/running I Off-leash 4 2 Other first-aid 0 Closed area 2 2 Search/rescue 1 Off-road vehicles 4 1 Air evacuation 0 After hours I I Fishing 0 0 ENFORCEMENT Swimming 0 0 Citations 29 Vandalism 4 0 Written warnings 18 Parking 10 4 Arrests 0 Parking after hours 14 8 Police assistance 3 Dumping/littering 1 0 MUTUAL AID Campfires 0 0 Camping 5 3 Accidents 3 Weapons Law Enforcement 2 Actual contact 0 0 Landinp, Zone 0 Report only 0 0 Evidence of 0 0 Unlawful grazing 1 *complaint filed Entering closed area/ building 1 0 Occult site 1 1 SUMMARIES OF SIGNIFICANT INCIDENTS Jan. 1: T. Karnofel received a phone report of motorcycles in Sierra Azul OSP. He and T. Lausten contacted three juveniles on motorcycles as they entered the preserve. The father, who owns an adjacent parcel, was contacted and given a verbal warning. Jan. 2: The "Red Barn" at the Rocking Martini Ranch of La Honda Creek OSP was broken into. Several half empty beer cans were discovered. The barn has been better secured. B. Downing. Jan. 3: A ritual occult site at El Corte de Madera OSP was reconstructed. The site had been dismantled two months earlier. Jan. 3: K. Miller responded with San Mateo County sheriff's dept. to a report of a suspicious person in Pulgas Ridge OSP. The preserve was checked and the person wasn't located. Jan. 3: T. Karnofel and K. Carlson responded to a report of vandalism and off-road vehicle activity in Sierra Azul OSP. A chain was cut on a gate and vehicle tracks were found. The area was secured with a new chain and lock. Jan. 6: J. Kowaleski discovered vandalism to a gate and off-road vehicle tracks in Sierra Azul OSP. A chain had been cut on a gate and he replaced it with a new chain and lock. P. Hearin and K. Miller found vehicle tracks throughout the preserve. Jan. 10: K. Miller overheard a Santa Clara County ranger requesting assistance with suspects who had been in an altercation with bicyclists in Stevens Creek County Park. The suspects were believed to be armed. K. Miller informed a passing county deputy of the call. The deputy was not familiar with the county ranger's location so K. Miller guided the deputy to the area. The deputy initiated a felony stop and requested that the rangers watch the four suspects while he searched the vehicle. No weapons were found, but a suspect was cited for possession of marijuana. The suspects had thrown firecrackers at bicyclists. Jan. 11: T. Karnofel discovered vandalism to a gate in Sierra Azul OSP. The chain had been cut, however a link was placed back into the chain to make it appear that it was secure. The chain was replaced. Jan. 16: K. Miller responded to a report from county rangers that a body had been found in Rancho San Antonio OSP. K. Miller went to the site with the citizens who had found the body and secured the area as a possible crime scene. K. Carlson, T. Karnofel and M. Newburn assisted the coroner in removing the body. P. Hearin was the District's liaison at the command post. The person had been missing since May 24, 1997. Jan. 28: A preserve visitor was handing out "Meat Stinks" pamphlets to docents and children in the permit lot. Farm staff requested that he stop interfering the school programs. Staff is investigating options for dealing with this ongoing situation. Jan. 3 1: Cattle belonging to a neighboring rancher were once again found grazing in Russian Ridge OSP. The rancher is still on probation for a previous violation and the matter has been refereed to the San Mateo County District Attorney's Office. L. Paterson. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT I I Regional Open - ,-)ace ---------------------- MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Rqr=-OFFICE MEMORANDUM TO: C. Bn*tton. General Manager FROM: 11. Vilmliams, Real Property Representative DATE: February 17, 1998 SUBJECT: Trifilo/Catafi Property Addition to Sierra Azul Open Space Preserve Escrow closed for the subject transaction on January 30, 1998 and title to and possession of this 19.25 acre parcel passed to the District. I am not aware of any use and management concerns that were not addressed in the staff report to the Board. In accordance with the public notification policy, and since there were no public and/or adjoining owner comments which might require amendment to the use and management recommendations, close-of escrow marks the final adoption of the preliminary use and management plan recommendation as tentatively approved by the Board of Directors at their meeting of October 22, 1997. DEDICATION CHART INFORMATION Dedication Bo" Status Approval Closing Dedication (intended or Preserve Area Grantor Date Date Date Acres Withheld?) Notes Sierra Azul Cathedral Trifilo/ 10/22/97 1/30/98 19.25 Withheld Oaks Catafi cc: Board of Directors D. Dolan J. Escobar B. Congdon K. Hart D. Vu C:\F0RMS\CL0S]1NG.FRM 330 Distel Circle• Los Altos, CA 94022-1404 • Phone:415-691-1200 FAX:415-691-0485• E-mail:mrosd@openspace.org • Web site:www.openspace.org 0) Board of Directors:Pete Siemens,Mary C.Davey,Jed Cyr, David T.Smernoff,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz• General Manager:L.Craig Britton February 2, 1998 Richard Bourke PO Box 7207 - - San Jose, CA. 95150 Sue Schectman __:.. _ �.j copy: list Midpen. Regional Open Space Dist . 330 Di stet Circle Los Altos, CA. 94022-1404 Subject : Status of all Litigation - MROSD Sue, I 'm taking up the offer that the Board has made me to obtain information about the status of Litigation. I 'm committed to researching "all 25 years- of the Uistricts present/past litigation. This is a big project as well as a " top priority" project for me. The following requests are made pursuant to the provision of the CA. Public Records Act (govt . code 6250 & 6256 at et . seq. ) Which Act is based upon the Freedom of Information Act . 1 . Please provide a list of all Current/Un-resolved cases as of this date: Feb 2; 1998. CASE NAME CASE NUMBER 2 . Please provide a similar list of cases that are now considered closed, resolved , or settled. For period Jan 1st 1995 to the Current Date (Feb 1998) CASE NAME CASE NUMBER I believe this should only take a few minutes for someone to assemble. I 'm really lost plotting through my agenda copies and meeting m;m_itpc and Pgenda items to make a determination of this status. This will give me a great start . I would also appreciate any ideas you might have on how I can get research and pull the older stuff in San Mateo, Santa Clara, and Santa Cruz counties . Thank you again for your continued cooperation and assistance. Sincerely, Richard J . Bourke copy: Mike Erickson, Director Santa Clara Taxpayers Assn. Foreperson, Grand Jury San Mateo, Santa Clara & Santa Cruz. others to whom this subject may be of interest . Regional Open `',)ace ' MIDPENINSULA REGIONAL OPEN SPACE DISTRICT For Immediate Release Contact: Cheryl Solomon February 18, 1998 Docent Coordinator (650)691-1200 Become an Open Space District Docent Los Altos, CA --Now is the time of year to sign up to become a Midpeninsula Regional Open Space District docent! As a docent, you will have the chance to share your knowledge and enthusiasm with others while you lead hikes in the beautiful open space preserves. This spring, our comprehensive docent training program will begin on Tuesday,March 17, at 7:00 pm and last through Tuesday,May 19. During that 10-week period, classes will be held each Tuesday night and each Saturday. Most Tuesday night training sessions will be from 7-9 pm at the District Office in Los Altos..Saturday field sessions will be at a different preserve each week and last from about 10 am - 2 pm. It's not necessary to have a background in natural history to become a docent. The only requirements are enthusiasm, a love of the outdoors, and the desire to share that with others. The District's comprehensive docent training is designed to cover a wide variety of subjects suitable for all levels of knowledge and experience. Topics will include biotic communities, geology of earthquakes,Native American culture, signs of wildlife, birds, wildflowers, local lagging history, and interpretive techniques. - For more information, or to request an application, call the District at(650) 691-1200,and ask for Cheryl Solomon, Docent Coordinator. The Midpeninsula Regional Open Space District, extending from the City of San Carlos to the Town of Los Gatos, is a public agency which has preserved over 42,000 acres of diverse open space and manages 23 open space preserves. Funding is provided by a small share of the annual total property tax revenues collected within District boundaries. The District permanently protects wildlife habitat, watershed, and a variety of ecosystems, restores damaged natural resources, and provides trail improvements for passive recreational use by the public. The District's goals are to acquire a continuous greenbelt of protected open space lands for public use and enjoyment, and to preserve open space for fitture generations to enjoy. Tatra a�Ualk oh. U�S.�l Celebrate 25 Years of Open Space Preservation 330 Distel Circle • Los Altos,CA 94022-1404 • Phone:650-691-1200 o 1972-1997• FAX:650-691-0485 • E-mail:mrosd@openspace.org • Web site:www.openspace.org Board of Directors:Pete Siemens,Mary C.Davey,led Cyr,David T.Smernoff,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz • General Manager:L.Craig Britton e� lflf 1 .I .. m. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-98-25 Meeting 98-04 February 18, 1998 AGENDA ITEM _1- AGENDA ITEM Exchange of Lands to Include Proposed Addition of Peninsula Open Space Trust Property to Windy Hill Open Space Preserve, Sale of Surplus Property at Teague Hill Open Space Preserve and Management Agreement with Peninsula 7nSpace Trust for the Loma Prieta Ranch Property GENERAL MANAGER'S RECOMMENDATIONS 1. Determine that the recommended actions are categorically exempt from the California Environmental Quality Act as set out in this report. 2. Adopt the attached resolution approving and authorizing execution of the real estate sales by exchange agreement between the District, Peninsula Open Space Trust, and Pelican Timber Company. 3. Adopt the attached resolution approving and authorizing execution of the transfer agreement between Peninsula Open Space Trust and the District for the former Corte Madera Associates property. 4. Authorize the General Manager to sign the attached property management agreement with Peninsula Open Space Trust for Loma Prieta Ranch. 5. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report for the addition to Windy Hill Open Space Preserve (Peninsula Open Space Trust - Corte Madera Associates Property), including naming the property as an addition to Windy Hill Open Space Preserve. 6. Tentatively adopt the Preliminary Use and Management Plan recommendations contained in this report for lands of Peninsula Open Space Trust (Loma Prieta Ranch). 7. Indicate your intention to dedicate lands of Peninsula Open Space Trust (Corte Madera Associates Property) as public open space. DI_ S�SSi_ON The District, Peninsula Open Space Trust (POST), and Pelican Timber Company are proposing To,4 o s,V,i UU 5:4 Celebrate 25 Years of Open Space Preservation 330 Distel Circle * Los Altos, CA 94022-1404 * Phone:650-691-1200 1972-1997 - FAX:650-691-0485 - E-mail:mrosd@openspace.org * Web site:www.openspace.org Board of Directors:Pete Siemens,Mary C.VDavey,Jed Cyr,David T.Smernoff,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz - General Manager:L.Craig Britton I R-98-25 Page 2 to transfer ownership of three individually owned properties. The transfer enables the District to acquire a portion of the former Corte Madera Associates Property located in Portola Valley from POST; POST to acquire Loma Prieta Ranch from Pelican Timber Company; and Pelican Timber Company to acquire the Summit Springs Parcel located in Woodside from the District. In addition, the project provides for the District to manage Loma Prieta Ranch which is being acquired by POST. When completed, the project will provide an addition to Windy Hill Open Space Preserve totaling 173.5 acres and secure a vital trail link between the Sierra Azul Open Space Preserve and Forest of Nisene Marks State Park. The three-way transfer is a result of a private/pubic partnership aimed at preserving key properties for open space purposes. The 173.5-acre portion of the former Corte Madera Associates Property which the District would be acquiring from POST has long been considered a high priority addition to the Windy Hill Open Space Preserve since the preserve was created with an initial acquisition from POST in 1980. The 1,132-acre preserve currently surrounds the former Corte Madera Associates Property, making the property critically important to the District. In 1992, the District initiated an effort to acquire the property from Corte Madera Associates, a Partnership, but was unsuccessful (see report R-92-61). POST acquired the property in 1996 and has worked closely with the District, Town of Portola Valley, and neighbors to preserve the majority of the property for open space, while potentially being able to resell two small parcels to recoup a portion of their acquisition costs. To facilitate the transfer of this property to the District, you recently approved the Road and Utility Easement Agreement and the Water Agreement that clarifies shared interests in roads, utilities, and water rights between private property owners, POST, and the District (see report R-97-153). Loma Prieta Ranch, which POST would be acquiring from Pelican Timber Company, has the possibility of providing a regional trail connection between the Sierra Azul Open Space Preserve, Soquel Demonstration State Forest and Forest of Nisene Marks State Park, thereby connecting a series of public lands stretching from the Town of Los Gatos to the State beaches in Aptos. The 500-acre property is located near the southwest boundary of the preserve and is adjacent to the north boundary of the Soquel Demonstration State Forest. The District and Bay Area Ridge Trail Council have been interested in providing a trail connection between the Ridge Trail at Mt. Loma Prieta and trails in Forest of Nisene Marks State Park for many years and have been concerned over potential development or other land uses that could prohibit trail connections. In the past, this property has been used by off-road vehicles and as an impromptu shooting range. More recently, it has been marketed for residential and agricultural development, and, because market conditions have improved over the past few years, preservation of the property has become urgent. The 36-acre Summit Springs Parcel is part of the 624-acre Teague Hill Open Space Preserve that was acquired by the District in 1988. The acquisition was undertaken with the understanding that the District could not afford the total purchase price of$7,500,000 without recapturing a significant portion of the purchase price by selling areas of the property for potential development. Following the acquisition, two small parcels situated close to existing development at Summit Springs Road and Pinto Way were determined to be surplus property. An important factor in the decision to dispose of these parcels was the commitment made by the District of$6,000,000 toward the purchase of the nearby Phleger estate, also located in Woodside. The Phleger Estate was acquired by POST, and with District assistance is now a R-98-25 Page 3 part of the Golden Gate National Recreation Area managed by the U.S. Park Service. To date, there have been two unsuccessful attempts to dispose of the surplus parcels. In 1991 the Town of Woodside placed an advisory measure on the ballot to ask citizens to fund an assessment district to buy the surplus properties at a below market rate. This measure failed by a narrow margin. In 1993 the District held a public auction but no bids were received. In 1995 the Town of Woodside approved certificates of compliance establishing that the two surplus parcels, and five other parcels within the preserve, were legal parcels. District staff was authorized in 1996 to submit an application to the Town of Woodside for a lot line adjustment to create three residential parcels at Pinto Way (see report R-96-72). Subsequently, Pelican Timber Company has become interested in acquiring the Summit Springs Road parcel and has proceeded with preliminary studies of the site. Lands of POST - Former Corte Madera Associates PropeU Description (see attached mal2) The 173.5-acre portion of the former Corte Madera Associates Property is surrounded by the Windy Hill Open Space Preserve. Located in the Town of Portola Valley, the property spans a prominent ridge between Alpine Road and Skyline Boulevard. Dense redwood forest, deep ravines, boulder-laden creeks and grassland meadows best describe the property. The proposed addition is most important in terms of protecting the integrity of the Windy Hill Open Space Preserve, including its pristine wildlife habitat, watershed and public trail system. The property is part of the 204-acre Corte Madera Associates Property which was acquired by POST in 1995. The acquisition included most of the undeveloped and partially developed land that is surrounded by the open space preserve, with the exception of four private parcels that have been developed for residential use. As part of this project, POST has reconfigured the original property boundaries in order to provide for a 173.5-acre open space parcel and two smaller private parcels. As a result of the proposed open space addition, a 7.5-acre parcel is intended to be added to the uppermost private parcel and a 23-acre private parcel will be created as an inholding near Alpine Road. The property is part of the historic Lauriston Estate which was developed by Herbert Law, a wealthy San Francisco businessman. The estate included his daughter's homestead site which was only partially developed in the 1930's. The remnants of Patricia Law's Homestead remain within the proposed 23-acre private parcel and not on the portion of the property being transferred to the District. The once large sandstone building burned in 1971, leaving only the exterior walls which have been heavily vandalized and weakened during the 1989 earthquake. The area surroundingthe homestead once included elaborate gardens, walkways, and stone g � Y � walls which are still in place, but also located on the parcel remaining in private hands. The 173.5-acre open space parcel is irregular-shaped and bounded by the preserve to the northwest, west and south, Corte Madera Creek to the east, and private properties to the northeast and southeast. Portola Valley's Coal Mine Ridge Preserve is located directly north of the property across Alpine Road. The property is encircled by public trails, namely the Hamm's Gulch, Eagle, Razorback and Lost Trails. R-98-25 Page 4 The property serves as a major scenic backdrop to the Town of Portola Valley. The lower portion of the property is dominated by an oak-studded ridge, located between Jones Gulch and Fitzpatrick Creek. The steep riparian side slopes are comprised of redwood forest and associated plant communities. The upper reaches of the property are covered with a mixture of chaparral on steep exposed slopes, pockets of open grassland, oak woodland forest, and redwood forest at the highest elevations. Improvements to the property include a number of roads and water lines. Lauriston Road serves as the primary access and is a private surfaced driveway extending from Alpine Road to the four private parcels. The road is approximately 2 miles long and crosses the proposed addition and a small portion of the existing open space preserve. Beyond the four private parcels, the road is called "Old Ranch Road" and is unsurfaced and climbs to the northwest boundary of the property where it passes through the preserve, connecting to Skyline Boulevard. Other less-developed roads are located below the proposed 23-acre private parcel and above the four existing developed parcels. Most of the roads are overgrown but some are maintained for access to water systems that serve the four private parcels. Agreements for the use and management of these roads and utilities and water systems were outlined in detail for you at your November 4, 1997 meeting (see report R-97-153). 1998 Storm Update As of the date of this report, Lauriston Road has many landslides and will be very expensive to reopen. The owners of the private parcels were given an emergency permit to enter in order to reopen Old Ranch Road, to which they have an easement. The soil conditions were such that Old Ranch Road could not be reopened, and the owners were evacuated because of lack of power and access. Work is continuing to reopen Old Ranch Road. Short-term and long-term solutions are not known at this time as Lauriston Road may be too expensive to repair. Therefore, the terms of the Transfer Agreement with POST are being left somewhat open- ended and staff may be returning to you with agreement modifications as solutions are worked out. Use and Management Plan_ Planning Considerations The property is located within the District's boundary and in the incorporated area of the Town of Portola Valley. Zoning allows low density residential development. The Town of Portola Valley has approved the proposed lot line adjustment contingent upon acceptance, by all parcel owners, of the road and utility agreement which was presented to you at your November 4, 1997 meeting. The agreement provides conditions for maintenance and improvements to roads and utilities, including a process by which the District will review and approve specific maintenance and improvement projects. The 23-acre private parcel being created near Alpine Road will be subject to a conservation easement to be held by POST. In addition, a water supply and storage easement appurtenant to the 23-acre private parcel will encumber lands to be acquired by the District. The easement R-98-25 Page 5 provides for the installation of a 150,000 water tank and associated water system in an area lying directly south and adjacent to the private parcel. The site for the water tank was chosen because of its accessibility to Lauriston Road and the feasibility of natural screening from Spring Ridge, Coal Mine and Razorback Ridge public trails. Staff has field inspected the site and determined that the tank is located appropriately. There are three potential trail alignments within the property which were addressed when the Road and Utility Easement Agreement was approved. At the northwest end of the property, Old Ranch Road may be incorporated into the preserve's trail system by providing a short connecting trail to Hamm's Gulch Trail. A mid-level trail shown on the Portola Valley Trails Plan may be considered in the future, at the 1,200-foot elevation, but special care will be needed to minimize possible conflicts when crossing Lauriston Road. The third potential trail may utilize a short section of the lower Lauriston Road between the Corte Madera Creek bridge and an overgrown trail that traverses the slope below the proposed 23-acre private parcel. This trail would ultimately connect to Razorback Trail. Preliminary Use and Management Plan Recommendations The preliminary use and management plan incorporates recommendations you previously approved with the Road and Utility Easement Agreement as well as new recommendations relating to the addition of the Corte Madera Associates Property (see report R-97-135). The plan will take effect upon acquisition of the property from POST and remain effective until a Comprehensive Use and Management Plan is updated for the preserve. Future land use decisions, including plans for increased public access, will follow further environmental assessments to ensure land use decisions are consistent with ecological values. Public Access: Prohibit public use on Old Ranch Road where it crosses private lands; minimize public use on Lauriston Road except for specified trail crossings; keep the public trail between Alpine Road and Hamm's Gulch Trail open. Dedication: Indicate your intention to dedicate the property as public open space. Trail Use Designation: Continue to permit equestrian use and hiking on existing public trail located between Alpine Road and Hamm's Gulch Trail. Patrol: Regularly patrol Lauriston Road and Old Ranch Road through private lands to minimize illegal public use of the road. Donor Recognition: Allow donor recognition by POST (with District approval) as provided in the Transfer Agreement. Roads: Cooperate with private property owners in their efforts to improve emergency access on Old Ranch Road; provide timely review and approvals of proposed maintenance and improvement projects on Lauriston Road and Old Ranch Road. Signs: Install signs where appropriate to prohibit trail use on Lauriston Road and Old Ranch R-98-25 Page 6 Road where they cross private lands; install private property and preserve boundary signs where necessary. Name: Name the property as an addition to the Windy Hill Open Space Preserve. Site Safety Inspection: Inspect the property to determine if there are hazards that need to be mitigated. Lands of District - Summit Springs Parcel Description (see attached map) The property consists of approximately 35.98 acres of land located off Summit Springs Road in the Town of Woodside. It is one of two parcels designated by the District as surplus property following the acquisition in 1988 of the 624-acre Teague Hill Open Space Preserve. The preserve is adjacent to Huddart County Park on the north and watershed lands owned by California Water Service Company on the west and south. The Summit Springs Parcel occupies moderate to steep slopes on an east-facing hillside overlooking the Town. The area to the east of the preserve and the Summit Springs Parcel consists of residential development on equally steep slopes with residential lots ranging in size from one to three acres. Vegetation consists primarily of black oak and canyon oak woodland with several islands of coast redwood forest. The black oak woodland tends to dominate the lower slopes, transitioning into canyon oak woodland on the upper slopes. There is evidence of previous timber harvest within the coast redwood forest. In harvested and disturbed areas tan oak seedlings are dominant and eventually much of this area may succeed into a tan oak woodland. The site was surveyed by a California Native Plant Society botanist, and there are no known rare or endangered plants. The only improved trail on the Summit Springs Parcel is the road leading to a water tank owned by California Water Service Company, and a short stub trail to the west. This trail is maintained as an access road by California Water Service Company to its tank. It also provides District patrol access to the interior of the preserve. Water Company access to the tank and District access for patrol will be retained on this road or a new alignment as part of any residential development. Although overgrown and partially severed by slides and erosion, an old road alignment connects from the west end of the Summit Springs Parcel to the west end of the Pinto Way parcel that has potential to be reopened as a trail connection. Use and Man_aeement Plan_ Planning Considerations The property boundaries for the surplus property were configured based upon studies by planning and engineering consultants who determined the most suitable areas for development and those least valuable as open space. The original configuration of the two surplus property parcels anticipated that each would have a density of five single family residential sites, based on the then current zoning. In 1989 the Town rezoned the properties to SCP-10, or Special R-98-25 Page 7 Conservation District with a 10-acre minimum lot size, thus the maximum density would be three units in each 35-acre area. In 1993 the District attempted to auction the two surplus parcels, but received no bids. In addition to a depressed real estate market, the lack of interest was attributed to a lack of clarity about the legal status and developability of the parcels. The Board directed staff to work with consultants to address these issues (see report R-93-69). Later, the Board authorized staff to pursue the consultant's recommendation to apply for lot line adjustments of existing legal parcels to create three legal parcels within each of the two surplus parcels (see report R-94-105). As a result of the consultant's work, in 1995 the Town of Woodside provided certificates of compliance that both surplus areas were legal parcels, along with five other historical parcels within the 624-acre Teague Hill property. These certificates included conditions that development would be subject to proving consistency with zoning, geotechnical stability, and ability to meet engineering standards. Preliminary engineering studies of both areas were undertaken. The Summit Springs Parcel was found to be significantly more geologically constrained than the Pinto Way parcel. The Board determined not to spend additional money studying the Summit Springs Parcel or to pursue creating additional parcels there. Studies were to continue on the Pinto Way parcel (see report R-95-136). Access, utilities, and services are available to serve the site. On-site septic systems will be required for wastewater disposal. Three successful percolation tests were completed on the site in 1995 and certified by the San Mateo County Health Department. A water tank and access road for California Water Service Company is located near the center of the property, however the site is outside the company's service area and above the pressure zone of the tank, so annexation and an additional water storage tank will be required if Cal Water is to serve the site. Alternatively, a private well could be developed. As a condition of the sales agreement, the Summit Springs Parcel will be limited to development as one residential site under the Rules and Regulations of the Town of Woodside. The area outside of the development envelope will be protected by an open space easement and a trail easement will be reserved from the end of Summit Springs Road to the trail connection to Pinto Way. Although designated public, because of lack of parking and proximity to development, these trails would be considered neighborhood access only, and general public access would not be encouraged. Preliminary Use and Management Plan Recommendations The preliminary use and management plan will take effect upon the execution of the agreement and remain effective until a Comprehensive Use and Management Plan is updated for the preserve. Future land use decisions, including plans for increased public access, will follow further environmental assessments to ensure land use decisions are consistent with ecological values. Public Access: The final trail easement location may require realignment of existing trail; temporary use of the existing alignment will be required from Pelican Timber Company. R-98-25 Page 8 Trail Use Designation: Permit equestrian use and hiking will be permitted on the existing and proposed trail easement. Patrol: Regularly patrol the trail easement. Continue use of the California Water Service Company road or new access alignment. Signs: Install signs where appropriate to prohibit trespass and identify trail easement and new property boundaries. Site Safety Inspection: Inspect the trail easement to determine if there are hazards that need to be mitigated. Management of POST Lands - Loma Prieta Ranch Description see attached man) The 500-acre Loma Prieta Ranch is located on the southwestern slope of Mt. Loma Prieta, in Santa Cruz County. Spanning an area between Loma Prieta Road and Highlands Way, the heavily forested property is a natural extension of the adjacent Soquel Demonstration State Forest (SDSF) and Forest of Nisene Marks State Park. The District's Sierra Azul Open Space 1 Preserve and the planned San Francisco Bay Area Ridge Trail are within one mile of the property. Acquisition of the property provides the potential for linking the Bay Area Ridge Trail with Santa Cruz County's Coastal Trail that descends through the Forest of Nisene Marks State Park. The property is generally steep with elevations ranging from 1,600 feet near the south boundary to 2,800 feet near Loma Prieta Road. Two prominent features of the property include Rattlesnake Gulch which bisects the site in the north-south direction, and a large, relatively level plateau at the 2,500-foot elevation. Rattlesnake Gulch has a perennial creek and lush riparian vegetation. The upper portion of the property contains chaparral and an attractive stand of knobcone pine; the lower elevation has several acres of redwood forest. It is home to a variety of wildlife including mountain lion, bobcat, deer and coyote. Steelhead may also inhabit the site since they have been found in the upper reaches of Soquel Creek. The northern portion of the property can be accessed from Loma Prieta Road and Highland Way. An easement, comprised of a 400-foot long unsurfaced road, extends from Loma Prieta Road to the property's northern boundary. The road descends sharply down a ridge to a relatively level plateau near the center of the property. A second entrance is from Highland Way which, until a few years ago, intersected Summit Road to the west and Eureka Canyon Road to the east. A massive landslide has prevented use of the road to the west of the property, leaving access to the lower portion of the property from Eureka Canyon Road which ascends out of the community of Corralitos. The property entrance has a large gate and berm designed to eliminate trespass problems which have occurred in the past. The Forest of Nisene Marks State Park and SDSF both provide recreational trails with public parking areas and interconnecting trail systems. The trail system provides two routes from Highlands Way to the coast; one to Soquel Drive in Aptos and the other to the Town of Soquel. R-98-25 Page 9 The property's trail from top to bottom easily connects to the public parking area and trailhead for SDSF which is located only a few hundred feet to the east of the Loma Prieta Ranch entrance on Highland Way. Improvements to the property are limited to the unsurfaced roads, gates, fencing and a well. The well is located in the vicinity of the 30- to 40-acre plateau area. Massive berms, gates and fences have been constructed to reduce a historical problem with illegal use by recreational gun enthusiasts and four-wheel drive vehicles. These barriers are located at both the Highland Way and Loma Prieta Road entrances. A nearby resident and Deputy of the Santa Cruz Sheriffs Office has contracted with Pelican Timber Company to assist in surveillance of the site and the problems are now negligible. The illegal target shooting activity did result in contaminating two small areas near Rattlesnake Gulch but these were successfully cleaned up in 1994 with the proceeds of a redwood timber harvest. Use and Management Plan Planning Considerations The property is located within 400 feet of the District Sphere of Influence boundary and is in P Perty P �'Y the unincorporated area of Santa Cruz County. Open space use of the property is consistent with the County's General Plan and POST and the District will pursue the possibility of transferring the property to SDSF and/or Forest of Nisene Marks State Park. In the meantime, the District will assume responsibility for management of the property and for working with POST in seeking ways to protect this critically important link between the Sierra Azul Open Space Preserve and the State park and forest, and ultimately to the Coastal Trail and State beaches. Preliminary Use and Management Plan Recommendations The preliminary use and management plan will take effect upon acquisition of the property by POST, and remain effective until a Comprehensive Use and Management Plan is updated for the preserve. Future land use decisions, including plans for increased public access, will follow further environmental assessments to ensure land use decisions are consistent with ecological. values. Public Access: Property to remain closed to the public until a more detailed management plan can be developed for the site. Patrol: Regularly patrol the property; investigate cooperative agreements with other agencies or contract assistance in augmenting District patrol efforts. Roads: Maintain primary access road from Loma Prieta Road to Highland Way. Signs: Install signs where appropriate to prohibit access to the property. Site Safety Inspection: Inspect the property to determine if there are hazards that need to be mitigated. R-98-25 Page 10 CEQA COMPLIANCE Project Description The project consists of the acquisition of a 173.5-acre parcel of land as an addition to Windy Hill Open Space Preserve, entering into an agreement to sell a 36-acre surplus parcel of land at Teague Hill Open Space Preserve, and a management agreement with Peninsula Open Space Trust (POST) for a 500-acre parcel of land near Loma Prieta. It includes the concurrent adoption of Preliminary Use and Management Plans for the addition to Windy Hill, remaining open space and trail easements on the surplus land at Teague Hill, and POST lands near Loma Prieta. The land being added to Windy Hill will be permanently preserved as open space, open to the public and maintained in a natural condition. POST lands near Loma Prieta will be maintained in a natural condition and closed to the public until such time as a management plan can be developed for the site. The buyer of the surplus property has indicated a desire to develop the parcel as a single- family residential site. If the parcel is shown to be incapable of residential development, the transaction will be canceled and the property will remain in District ownership. A.single- family residential site is a foreseeable use of the surplus property. The property was determined to be surplus property in 1992 due to the desire to recapture a portion of the cost associated with acquiring the Teague Hill Open Space Preserve and findings by planning and engineering consultants that the site was suitable for development and least desirable for open space. The surplus property is in a natural state and adjacent to residential development along Summit Springs Road. The District will retain an open space and trail easement to minimize development impacts on the preserve and neighboring properties as well as provide continued trail access to the preserve. CEQA Determination The District concludes this project will not have a significant effect on the environment. It is categorically exempt from CEQA (California Environmental Quality Act) under Article 19, Sections 15303, 15304, 15312, 15316, 15325 and 15061 of the CEQA Guidelines. Section 15303 exempts small construction or development projects. Under private ownership, it is reasonable to expect that the 36-acre surplus property being sold at Teague Hill Open Space Preserve is to be developed for a residential and/or accessory structures. The zoning will allow this type of development and residential use will be compatible with adjacent or nearby land uses. Construction of a single-family residence will not impact the environment in general. Concerns over height, view, privacy and soil conditions are considered normal and common considerations in the construction of single-family residences. There are no unusual circumstances anticipated with the subsequent development of the property. Section 15304 exempts minor public or private alterations in the condition of land, water, and/or vegetation which do not involve removal of mature, scenic trees. The proposed realignment of a trail across an easement on the 36-acre surplus property at Teague Hill Open Space Preserve will involve only minor grading and removal of brush. i R-98-25 Page 11 Section 15312 exempts the sale of surplus government property. The 36-acre parcel at Teague Hill Open Space Preserve was designated surplus in 1992 because it was acquired as part of a larger parcel with the intention of selling it to recover some of the cost of acquisition and subsequent to findings by planning and engineering consultants that the site was suitable for development and least desirable for open space. The property was withheld from open space dedication to allow for its future disposition as a marketable and developable property. The parcel is located adjacent to other residential development on lots one to three acres in size. An open space and trail easement will be retained on the property to ensure minimal impacts occur to the character of the neighborhood and existing neighborhood trail access. Section 15316 exempts the acquisition of land in order to create parks if the site is in a natural condition and the management plan proposes to keep the area in a natural condition. The use and management plans for addition to Windy Hill Open Space Preserve and management of POST lands near Loma Prieta specify the land remain undeveloped and in a natural condition. Section 15325 exempts transfers of ownership of interests in land in order to preserve open space. The addition to Windy Hill Open Space Preserve will transfer ownership of the property to the District and ensure it will be preserved as public open space. TERMS The agreements before you envision a three-way exchange of lands; however, Pelican Timber has up to one year to obtain the approvals necessary to satisfactorily conclude that the District's surplus property can be developed as a single family residential site under the rules and regulations of the Town of Woodside. If for any reason the property cannot be developed, the exchange could be terminated. Also, the terms and location of the trail easement and conservation easement have not been finalized so the agreement allows a 60-day period after approval to complete this process, which would return to you for final approval. District acquisition of the 173.5-acre portion of the POST (Corte Madera Associates) property is contingent upon POST's completion of the lot line adjustment necessary to create the 173.5- acre arc el. This acquisition will occur in accor dance with the Transfer Agreement, reement and will transaction is terminated. The Transfer Agreement provides for the occur even if the exchange g payment of$79,500 to POST for their costs relative to engineering, legal fees, holding costs, etc., for the former Corte Madera Associates Property. This payment is considered to be very reasonable in light of POST having acquired this property for $2.7 million in June, 1995 and negotiating all of the agreements necessary to complete this transaction to the District's satisfaction. Based upon acreage cost alone, transfer of this property to the District represents a value of$2.3 million. Therefore, the value of this property in the exchange transaction, assuming Loma Prieta Ranch and the Summit Springs Parcel each to be worth on the order of $1 million, represents a significant bargain sale to the District. Additionally, if this exchange is successfully completed, POST would sell or transfer Loma Prieta Ranch to the State or other public agency (or even to a suitable private party) in order to establish this critical public trail segment. Both the District and POST will work to help make this happen. In the event this transfer does not occur, the District would have the option to R-98-25 Page 12 acquire Loma Prieta Ranch after five years for a total payment of$5,000.00. In this case, the District would end up owning the property in fee title and be responsible for ongoing management. Prepared by: Del Woods, Senior Management Specialist L. Craig Britton, General Manager Contact person: L. Craig Britton, General Manager RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVING AND AUTHORIZING ACCEPTANCE OF A REAL ESTATE SALES AGREEMENT - SALE BY EXCHANGE, AUTHORIZING OFFICER TO EXECUTE A DEED FOR THE REAL PROPERTY BEING RELEASED, AUTHORIZING OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT, AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (WINDY HILL OPEN SPACE PRESERVE - LANDS OF POST) The Board of Directions 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 Estate Sales Agreement - Sale by Exchange by and between Peninsula Open Space Trust, Pelican Timber Company 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 other appropriate officer to execute the Agreement on behalf of the District. Section Tw•. The President of the Board of Directors or other appropriate office is authorized to execute the Deed granting the real property interests being conveyed by the District. Section Three. The President of the Board of Directors or other appropriate officer is authorized to execute a Certificate of Acceptance to the deed conveying title to the property being acquired by the District. Section Four. The General Manager of the District shall cause to be given appropriate notice of acceptance. The General Manager is further authorized to execute any and all other documents necessary or appropriate to the closing of the transaction. Section Five. The Board of Directors finds that the granting and releasing of the real property interests is in accordance with the Basic Policy of the District and is not detrimental to the open space character of Teague Hill Open Space Preserve. RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING ACCEPTANCE OF TRANSFER AGREEMENT, AUTHORIZING OFFICER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT, AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION (WINDY HILL OPEN SPACE PRESERVE - LANDS OF POST) The Board of Directions 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 Transfer Agreement between Peninsula Open Space Trust 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 other appropriate officer to execute the Agreement on behalf of the District. Section Two. The General Manager of the District shall cause to be given appropriate notice of acceptance to the seller. The General Manager is further authorized to execute any and all other documents in escrow necessary or appropriate to the closing of the transaction. Section Three. The General Manager of the District is authorized to expend up to $5,000 to cover the cost of title insurance, escrow fees, and other miscellaneous costs related to this transaction. Section Four. It is intended, reasonably expected, and hereby authorized that the District's general fund will be reimbursed in the amount of$79,500 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 are reasonably 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 the District. 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EXHIBIT I: MAP -TRANSFER AGREEMENT BETWEEN POST AND MROSD post.ai 2/03/98 TOTAL PROPERTY AREA - 204 ACRES 0.0 .1 .2 .3 .4 .5 .6 .7 .8 .9 1.0 One Mile TEAGUE HILL OPEN SPACE PRESERVE Midpeninsula Regional Open Space District g. i�?- ... . i .. .... . .. t ....... .................. T ........... - H 0 M. x I F 7/ . iM�M ....... - j x g7 i ......... ... ......... 001v -01M,W I • "M . .. ....M . . I .UDDAR M ............ ...... R ...................... C U..NTY P K I FlIxi Xx... . . ....... -Xir. KIM PINTO\VqAY -SORPLUS-. M PROPERTY .;:�;,',:/.{cif`•: ��lr''}'/� ' i \J ��.. : FJ: )RAG UE M M// OPEN SRACE'�RESEYVE N MM MMITSPRIN( SURPLUS PROPERTY, PqoPC)SED`FG)R EXE Ng."7 1400 ON"I ma X ggw 00 '1*1. ............ .xx.... d '•'.yy.. aY.."M• •:!�'r•% :r<• rrl F ./r rrr,.. ..� •'�' / =rl' :rr% i %../F:!f: 1: ,i•.�rr /.,.+•::'% 7 55RTE-DE LN M 'ADER � � .... OPbUP CE�RES . UND, [CN 1 Mile UUQNXYI Xi Lands of the District - Summit Springs Property Midpeninsula Regional Open fpace District 1 1 .. LOS GATOS ; . N v �. S/ERRA AZUL OPEN SPACE PRESERVE � ..>.. Sc NQARY 1 = , m Rio c au - 1 .. ...�—^ram---�-------Tr"•x f{ y ;. ':. Map , Proposed �M rr�O1 Ridge Trail � n SS9h/a .q�P m 'd�aY tw'KI ., ...r-mil "• ^`—y,,-,.. ?o:;::.i'-�' .;:i:;:o-:.. - PELICAN TIMBER'., SOQUELIDEMONSTRATION STATE FOREST 1 Public f_ Trails THE FOREST OF NISENE MARKS Public Trails STATE PARK SANTA CRUZ - 1 Public Parking not to scale Management of POST Lands - Loma Prieta Property REAL ESTATE SALES AGREEMENT (Sale by Exchange) BY AND AMONG NOPENINSULA REGIONAL OPEN SPACE DISTRICT and PENINSULA OPEN SPACE TRUST and PELICAN TROBER COMPANY REAL ESTATE SALES AGREEMENT (Sale by Exchange) BY AND AMONG NIDDPENINSULA REGIONAL OPEN SPACE DISTRICT and PENINSULA OPEN SPACE TRUST and PELICAN TIMBER COMPANY ' 001, TABLE OF CONTENTS Articl l Conveyance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -I- 2 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . _I- 3 ][dJe. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /. . . . . . . . . . . -2- 4 Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2- 4.1 District's Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2- 4.2 POST`a Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3- 4.3 Pelican's Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ~5- 4.4 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -0- 4.5 Extension of Review Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . -8- 4.6 Indemnity . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -0- 4.7 Failure mfConditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . . ~8- 5 "AS-IS" and Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8- 5.I "AS-IS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . -8- 9.2 Hazardous Substances Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9- 6 Closing and Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . ' . -18+ 6.l Closing of Corte Madera Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -%g- 6.2 Establishment of Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . -1Q- 6.3 Closing Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . . . . . -10- 6.4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . -l0- 6.5 Proratioms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . -12- 6.6 Closing Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . -%2- � � 6.7 Failure to Close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . -12- 6.8 Termination for Failure Qf Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . -l2- 7 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -82_ 7.1 Possession . . . . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . -12- 7.2 NoticeD . . . . . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . ~82- 7.3 Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . ' . ' -13- 7.4 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . -13- � 7.5 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . -13- � 7.6 Merger of Prior Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . -l3- � 77 . . . . . . . . . -l3- � . ~~~�~.~~_~�~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8 Time of the Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14- 7.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' ' ' ' ' ' ' ' ' ' ' ' ' -14- 7.10 Licensee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . -84- � vv EXMITS EXHIBIT A Preliminary(Title)Report from First American Title Insurance Company for the Summit Springs Parcel (#356383-B) EXHIBIT B Preliminary(Title)Report from First American Title Insurance Company for the Corte Madera Property(#432269) ENMIT C Preliminary(Title)Report from Santa Cruz Title Company for Loma Prieta Ranch(#9419706) ENIMIT D Property Management Agreement for Loma Prieta Ranch by and between Peninsula Open Space Trust and Midpeninsula Regional Open Space District EXHIBIT E Transfer Agreement by and between Peninsula Open Space Trust and Midpeninsula Regional Open Space District for the Corte Madera Property REAL ESTATE SALES AGREEMENT (Sale by Exchange) This Real Estate Sales Agreement (this"Agreement") is dated as of 1998 (the"Effective Date") by and among Midpeninsula Regional Open Space District, a public district formed pursuant to Article 3 of Chapter 3 of Division 5 of the California Public Resource Code ("District"), Peninsula Open Space Trust, a California non-profit Public Benefit Corporation ("POST"), and Pelican Timber Company, a California general partnership ("Pelican"). District, POST, and Pelican may be referred to individually as a"party" or collectively as"parties". IN CONSIDERATION of the respective agreements hereinafter set forth, the parties agree as follows: RECITALS A. District is the owner of certain real property commonly known as the Summit Springs Parcel, Town of Woodside, San Mateo County, CA designated A.P.N. 072-100-020 and more particularly described on EXHIBIT A attached hereto (the"Summit Springs Parcel"). B. POST is the owner of certain real property commonly known as the Corte Madera Property, San Mateo County, CA designated as a portion of A.P.N. 070-350-240, and more particularly described on EXHIBIT B attached hereto (the"Corte Madera Property"). C. Pelican is the owner of certain real property in Santa Cruz County, CA designated A.P.N. 098-141-10 and -11 and more particularly described on EXHIBIT C attached hereto ("Loma Prieta Ranch"). D. District, POST, and Pelican desire to convey and exchange their respective properties, so that District would acquire the Corte Madera Property, POST would acquire Loma Prieta Ranch, and Pelican would acquire the Summit Springs Parcel. NOW, THEREFORE, in consideration of the agreements set forth herein, District, POST, and Pelican agree as follows: 1 Conveyance. Pelican shall convey Loma Prieta Ranch to POST, POST shall convey the Corte Madera Property to District, and District shall convey the Summit Springs Parcel to Pelican, on and subject to the terms and conditions set forth in this Agreement. 2 Consideration. Each party agrees that the consideration for its conveyance of its respective property to another party pursuant to this Agreement is the conveyance to it of the identified exchange property by another party pursuant to this Agreement as well as the covenants and conditions set out in the Property Management Agreement (Exhibit D) and the Transfer Agreement(Exhibit E) executed concurrently herewith. District, POST, and Pelican agree that the exchange values of the Summit Springs Parcel, the Corte Madera Property, and Loma Prieta Ranch are equal for the purposes of this Agreement. -1- 3 Iii1c. At the Close of Escrow as provided in Section 6 herein, (a)Pelican shall convey title to Loma Prieta Ranch to POST by a duly executed and acknowledged Grant Deed, subject only to the exceptions approved by POST under Section 4.2.1; (b) POST shall convey title to the Corte Madera Property to District by a duly executed and acknowledged Grant Deed, subject only to the exceptions approved by District under Section 4.1.1; and (c)District shall convey title to the Summit Springs Parcel to Pelican by a duly executed and acknowledged Grant Deed, subject only to the exceptions approved by Pelican under Section 4.3.1. ' 4 Conditions. The conditions fisted in this Section are for the sole benefit of the named party. 4.1 District's Conditions. District's obligation to convey the Summit Springs Parcel to Pelican is subject to satisfaction or waiver of the conditions precedent set forth in this Section 4.1. 4.1.1 POST has hereby delivered apreliminary(title) report regarding the Corte Madera Property as issued by First American Title Insurance Company(First American Title), which preliminary report no. 432269, dated January 1, 1998, is attached hereto as Exhibit "B" and incorporated herein by this reference (the"Corte Madera Preliminary Report!). District has reviewed the Corte Madera Preliminary Report and hereby agrees to take title to the Corte Madera Property subject to title exceptions: 3 through 14 as fisted in the Corte Madera Preliminary Report. In addition, District agrees to take title to the Corte Madera Property subject to final review and approval of the proposed"Road and Utility Easement Agreement," "Electric Utility Easement Agreement," "Water Supply and Storage Easement Agreement," and the"Water Agreement". 4.1.2 Trail Easement. Within sixty(60) days after the Effective Date, Pelican and District shall have mutually agreed in writing upon the form and location of a trail easement in favor of District to be recorded at Close of Escrow(the"Trail Easement"), which will connect District's Teague Hill Open Space Preserve and the Pinto Road Trail to Summit Springs Road. 4.1.3 Conservation Easement. Within sixty(60) days after the Effective Date, Pelican and District shall have mutually agreed in writing upon the form and location of a conservation easement upon the Summit Springs Parcel in favor of District to be recorded at Close of Escrow(the"Conservation Easement"), which will include limiting the Summit Springs Parcel to one single family residential site under the rules and regulations of the Town of Woodside and protect the undeveloped portion of the property in its natural condition in perpetuity. 4.1.4 Right of Entry. During the term of this Agreement, District and authorized representatives of District shall have reasonable access to the Corte Madera Property for purposes of performing such tests and inspections as District deems appropriate. District shall -2- f defend, indemnify, and hold POST harmless from any loss, cost, claim, demand, liability or expense, including attorney's fees, expenses and costs caused by District or its authorized representatives which results from or is related to their entry and investigations. In the event this Agreement is terminated, District shall restore the Corte Madera Property to substantially the condition in which it was found. 4.1.5 Physical Condition. The physical condition of the Corte Madera Property shall be substantially the same as the Effective Date of this Agreement. 4.1.6 No Litfization. As of the date of Close of Escrow, there shall be no litigation or administrative agency or other governmental proceeding pending against the Corte Madera Property or POST, which after the Close of Escrow, in District's reasonable judgment, could materially adversely affect a party's ability to take marketable title to, or value of the Corte Madera Property. Prior to Close of Escrow District shall have the right, but not the obligation, to terminate this Agreement in the event litigation, administrative agency action or other legal proceeding has been commenced against District arising out of or relating to the transactions set forth in this Agreement. 4.1.7 Hazardous Materials. As of the date of Close of Escrow, there will be no Hazardous Materials(as defined in Section 5.2) on the Corte Madera Property, other than any approved by District during the Review Period; or, if additional Hazardous Materials are discovered on the Corte Madera Property, such Hazardous Materials would not in District's reasonable judgment impair the value of the Corte Madera Property and would not in any event impose on District any investigation, remediation, monitoring, cleanup, or other response obligations or costs. 4.1.8 Title Policy. At the Close of Escrow, First American Title shall be irrevocably committed to issue to District a standard CLTA owners policy of title insurance in the amount of$800,000.00, insuring District's title to the Corte Madera Property together with such endorsements as are reasonably required by District, and subject only to the approved exceptions under Section 4.1.1 and any other exceptions requested or caused by District. 4.1.9 General Plan Conformity. Before and/or during the Review Period, the parties agree that in accordance with Government Code Section 65402(c), District will submit the proposed disposition of the Summit Springs Parcel to the applicable planning agency for its review for conformity with the applicable general plan. In the event the applicable planning agency finds that disposition of the Property is not in conformity with the General Plan under said section 65402(c) and this finding is not overruled by District, this Agreement and all of the parties' rights hereunder shall terminate and shall be of no force or effect. 4.2 POST's Conditions. POST's obligation to convey the Corte Madera Property to District is subject to satisfaction or waiver of the conditions precedent set forth in this P rty l Section 4.2. 4.2.1 Ii&. Pelican has hereby delivered a preliminary(title)report regarding Loma Prieta Ranch issued by Santa Cruz Title Company("Santa Cruz Title"), which -3- i Preliminary Report No. 9419706, dated 3/20/97, is attached hereto as Exhibit C and incorporated herein by this reference (Loma Prieta Preliminary Report). POST shall notify Pelican in writing, within thirty(30) days following the Effective Date, of its approval or disapproval of the legal description of Loma Prieta Ranch and any exceptions to title. Pelican shall have five(5) days after receipt of POST's notice to notify POST whether(1)Pelican agrees to remove the disapproved title exceptions on or before the Close of Escrow; or(2)Pelican elects not to cause such exceptions to be removed. If Pelican gives POST notice under clause(2),POST shall have five(5) days to elect to proceed with the purchase or terminate this Agreement. If POST elects to proceed, POST shall be deemed to have approved such exceptions. Exceptions approved or deemed approved by POST shall be referred to as the"Approved Exceptions". If POST fails to give Pelican notice of its election within said five(5) days, POST shall be deemed to have elected to proceed with this Agreement. 4.2.2 Physical Condition. POST shall have until expiration of the Review Period to approve or disapprove the physical condition of Loma Prieta Ranch, including but not limited to soils, geotechnical, and other characteristics and conditions. 4.2.3 Environmental. POST shall have until expiration of the Review Period to approve or disapprove the environmental condition of Loma Prieta Ranch. Review may include any environmental review and testing as POST deems appropriate and physical inspection of Loma Prieta Ranch for any other environmental matters of concern. 4.2.4 Documents. POST shall have until expiration of the Review Period to approve or disapprove any reports or other contracts or documents regarding the physical and environmental condition of Loma Prieta Ranch in Pelican's files (collectively, "Pelican Documents"). Pelican shall make the Pelican Documents available for POST's review throughout the Review Period at Pelican's offices during normal business hours upon reasonable notice. 4.2.5 Proper Management Agreement. Within(thirty) 30 days after the Effective Date, District and POST shall have executed an agreement for the management of Loma Prieta Ranch in the form of Exhibit D, as attached hereto and incorporated herein by this reference. 4.2.6 Right of Entry. During the term of this Agreement, POST and authorized representatives of POST shall have reasonable access to Loma Prieta Ranch for purposes of performing such tests and inspections as POST deems appropriate. POST shall defend, indemnify, and hold Pelican harmless from any loss, cost, claim, demand, liability or expense, including attorney's fees, expenses and costs to persons or property caused by POST or its authorized representatives during their entry and investigations. Prior to entry on the property, POST shall provide Pelican a certificate evidencing a policy of general public liability insurance in an amount of at least One Million Dollars ($1,000,000), insuring against bodily injury and property damages, naming Pelican as an additional insured, with cross-liability endorsement, and -4- • +f covering POST's contractual indemnity obligations under this Agreement. In the event this Agreement is terminated, POST shall restore Loma Prieta Ranch to substantially the condition in which it was found. 4.2.7 Physical Condition at Close. The physical condition of Loma Prieta Ranch shall be substantially the same on the date of Close of Escrow as on the date of POST's approval or waiver of the condition set forth in Section 4.2.2. 4.2.8 No Litigation. As of the date of the Close of Escrow, there shall be no litigation or administrative agency or other governmental proceeding pending against Loma Prieta Ranch or Pelican, which after closing, in POST's reasonable judgment, would materially adversely affect title to or value of Loma Prieta Ranch. Prior to Close of Escrow POST shall have the right, but not the obligation, to terminate this Agreement in the event litigation, administrative agency action or other legal proceeding has been commenced against POST arising out of or relating to the transactions set forth in this Agreement. 4.2.9 Hazardous Materials. As of the date of Close of Escrow, there will be no Hazardous Materials on Loma Prieta Ranch, other than any approved by POST during the feasibility review; or, if additional Hazardous Materials are discovered on Loma Prieta Ranch, such Hazardous Materials would not in POST's reasonable judgment impair the value of Loma Prieta Ranch and would not in any event impose on POST any investigation, remediation, monitoring, cleanup, or other response obligations or costs. 4.2.10 Title Policy. At the Close of Escrow, Santa Cruz Title shall be irrevocably committed to issue to POST a CLTA owners policy of title insurance in the amount of $800,000.00, insuring POST's title to Loma Prieta Ranch together with such endorsements as are reasonably required by POST, and subject only to (a)the Approved Exceptions under Section 4.2.1; and (b) any other exceptions requested or caused by POST. 4.3 Pelican's Conditions. Pelican's obligation to convey Loma Prieta Ranch to POST is subject to satisfaction or waiver of the conditions precedent set forth in this Section 4.3. 4.3.1 TiIIc. District has hereby delivered a preliminary(title)report regarding the Summit Springs Parcel as issued by First American Title Insurance Company(First American Title), which Preliminary Report No. 432269, dated January 9, 1998 and attached hereto as Exhibit A and incorporated herein by this reference (collectively the Summit Springs Preliminary Report"). Pelican shall notify District, within thirty(30) days following delivery of the Summit Springs Preliminary Report, of approval or disapproval of the legal description of the Summit Springs Parcel and any exceptions to title. District shall have five(5) days after receipt of Pelican's notice to notify Pelican whether(1)District agrees to remove the disapproved -5- exceptions on or before the Close of Escrow; or(2)District elects not to cause such exceptions to be removed. If District gives Pelican notice under clause(2), Pelican shall have five (5) days to elect to proceed with the purchase or terminate this Agreement. If Pelican elects to proceed, Pelican shall be deemed to have approved such exceptions. Exceptions approved or deemed approved by Pelican shall be referred to as the"Approved Exceptions". If Pelican fails to give District notice of its election within said five(5) days, Pelican shall be deemed to have elected to e proceed with this Agreement. 4.3.2 Site and Percolation Test. Within one hundred eighty(180) days after the Effective Date (the"180 Day Review Period"), Pelican shall have determined that the Summit Springs Parcel is suitable as one single family residential site under the Rules and Regulations of the Town of Woodside(the"Residential Site") and percolation tests for that site shall be acceptable to Pelican. 4.3.3 Physical Condition. Pelican shall have until expiration of the 180 Day Review Period to send notice in writing to District of its approval or disapproval of the physical condition and suitability of the Summit Springs Parcel for development as a Residential Site, including but not limited to soils, geotechnical, and other characteristics and conditions. 4.3.4 Environmental. Pelican shall have until expiration of the 180 Day Review Period to send notice in writing to District of its approval or disapproval of the environmental condition of the Summit Springs Parcel. Review may include Phase I environmental review and testing as Pelican deems appropriate, physical inspection of the Summit Springs Parcel for any other environmental matters of concern, and review of applicable State and Federal laws, regulations, and guidelines. 4.3.5 Permits. Pelican shall have until expiration of the 180 Day Review Period to obtain all permits and approvals required for development of the Summit Springs Parcel for the Residential Site("Permits"), including permits for construction of an access driveway to the Residential Site. 4.3.6 Documents. Pelican shall have until expiration of the 180 Day Review Period to send notice in writing to District of its approval or disapproval of any reports or other contracts or documents of significance regarding the Summit Springs Property made available to Pelican by District(collectively, "District Documents"). District shall make District Documents available for Pelican's review throughout the 180 Day Review Period at District's offices during normal business hours upon reasonable notice. 4.3.7 Trail Easement. Within sixty(60) days after the Effective Date, Pelican and District shall have agreed in writing upon the form and location of the Trail Easement provided for in Section 4.1.2. -6- 4.3.8 Conservation Easement. Within sixty(60) days after the Effective Date, Pelican and District shall have agreed in writing upon the form and location of the Conservation Easement provided for in Section 4.1.3. 4.3.9 Water Service. Prior to the expiration of the 180 Day Review Period, the Summit Springs Parcel shall have been annexed into the California Water Service water service area by Pelican, or development of other suitable sources of water shall be feasible at reasonable cost, in Pelican's sole judgement. 4.3.10 sight of Entry. During the term of this Agreement,Pelican and authorized representatives shall have reasonable access to the Summit Springs Parcel for purposes of performing such tests and inspections as Pelican deems appropriate. Pelican shall defend, indemnify, and hold District harmless from any loss, cost, claim, demand, liability or expense, including attorney's fees, expenses and costs to persons or property caused by its authorized representatives during their entry and investigations. Prior to entry on the Summit Springs Parcel, Pelican shall provide District a certificate evidencing a policy of general liability insurance in an amount of at least One Million Dollars($1,000,000) per occurrence, insuring against bodily injury and property damage, naming District as an additional insured, with cross-liability endorsement. In the event this Agreement is terminated, Pelican shall restore the Summit Springs Parcel to substantially the condition in which it was found. 4.3.11 Physical Condition at Close. The physical condition of the Summit Springs Parcel shall be substantially the same on the date of Close of Escrow as on the date of approval or waiver of the Feasibility Condition set forth in Section 4.3.3. 4.3.12 No Litigation. As of the date of the Close of Escrow, there shall be no litigation or administrative agency or other governmental proceeding pending against the Summit Springs Parcel or the Permits, which after closing, in Pelican's reasonable judgment, would materially adversely affect the development of the Summit Springs Parcel and the Residential Site. 4.3.13 Hazardous Materials. As of the date of Close of Escrow, there will be no Hazardous Materials on the Summit Springs Parcel, other than any approved by Pelican during the Review Period or, if additional Hazardous Materials are discovered on the Summit Springs Parcel, such Hazardous Materials would not in Pelican's reasonable judgment impair the value of the Summit Springs Parcel or impair Pelican's ability to develop the Summit Springs Parcel (including without limitation, obtaining financing or appropriate government approval subject only to acceptable conditions) and would not in any event impose on Pelican or its successors any investigation, remediation, monitoring, cleanup, or other response obligations or costs. 4.3.14 Title Policy. At the Close of Escrow, the First American Title shall be irrevocably committed to issue to Pelican a CLTA owners policy of title insurance in the -7- I amount of$800,000.00, insuring title to the Summit Springs Parcel together with such endorsements as are reasonably required by Pelican subject only to (a)the Approved Exceptions under Section 4.3.1; (b)the Trail Easement provided for in Section 4.1.2; (c) the Conservation Easement provided for in Section 4.1.3; (d) any conditions imposed pursuant to the Permits; and (e) any other exceptions requested or caused by Pelican. 4.4 Cooperation. To the extent allowed by law, District shad cooperate with Pelican in Pelican's satisfaction of its conditions, including execution of applications required for satisfaction of the conditions precedent under Section 4.3, provided that District shall not be required to execute any document which would create liens or restrictions on the Summit Springs Property prior to the Close of Escrow. 4.5 Extension of Review Period. Pelican shall have the right to extend the 180 Day Review Period for two (2) consecutive periods of ninety(90) days each upon ten(10) days notice to District prior to expiration of the then 180 Day Review Period in order to satisfy the conditions stated in Sections 4.3.3, 4.3.4, 4.3.5, and 4.3.9. 4.6 Infinity, Pelican shall defend, indemnify and hold District harmless from any and all claims, suits, actions or demands, in law or equity, against District which arise out of the issuance of any permits or approvals to Pelican or to any of its assigns, agents, successors, or related entities for development of the Summit Springs Parcel pursuant to this Agreement or which seek to attack, set aside, void or nullify any such approvals. 4.7 Failure of Conditions. If any of the conditions precedent listed in Sections 4.1, 4.2, or 4.3 are not satisfied or waived by the party for whose benefit they are intended, District, POST and Pelican shall have no obligation to complete the transactions provided for in this Agreement, and this Agreement shall terminate subject to the provisions of Sections 6.7 and 6.8. Notwithstanding the foregoing, the obligations to indemnify pursuant to Sections 4.1.4, 4.2.6, 4.3.10, and 4.6 shall survive such termination and continue in full force and effect after such termination. 5 "AS-IS" and Release. 5.1 "AS-IS". None of POST, District, or Pelican has made any representations or warranties, express or implied, regarding its respective property or matters affecting its respective property, including, without limitation, the physical condition of the property, title to or the boundaries of the property; soil condition; hazardous waste or other environmental matters; compliance with health, safety, land use and zoning laws, regulations and orders; or any other information pertaining to the property. Each of POST, District, and Pelican moreover, acknowledges that it(i) has entered into this Agreement with the intention of making and relying upon its own(or its experts') investigation of the physical, environmental, and legal condition of the property, and (ii) is not relying upon any representations and warranties made by -8- any other party or anyone acting or claiming to act on behalf of another party concerning the property. Each of POST, District, and Pelican represents and warrants that it has satisfied itself, or during the review of conditions will satisfy itself, as to the condition of the property which it will receive. Each of POST, District, and Pelican acknowledges and agrees acquisition of property pursuant to this transaction is"AS-IS, with all faults" in its present state and condition. Each of POST, District, and Pelican acknowledges and agrees that any other party's cooperation in connection with review of property, whether by providing preliminary reports and other documents regarding, or permitting inspection of, property, shall not be construed as any representation or warranty, express or implied, of any kind with respect to such property, or with respect to the accuracy, completeness or relevancy of any such documents. Each of POST, District, and Pelican acknowledges and agrees that it is acquiring property subject to all existing and future laws, ordinances, rules and regulations, and that no other party nor any of other parry's agents has made any warranties, representations or statements regarding ownership, possession, development, occupancy, condition and/or use of is respective property. 5.2 Hazardous Substances Release. Each of POST, District, and Pelican on behalf of itself, its offices, employees, agents, representatives, transferees, successors-in-interest, successors and assigns ("Releasing Parties"), agrees to absolutely, unconditionally and irrevocably release each other party to this exchange, its successors and assigns from any and all suits, penalties, costs, actions, causes of action, damages, losses, demands, obligations, liabilities or any other claims of any type whatsoever(individually and collectively, "Claims")that any of the Releasing Parties may have against any of the other parties, which Claims arise out of or are related to the presence of Hazardous Substances on, beneath or migrating to or from its respective property, or related to any other physical condition of its respective property. The foregoing release of Claims shall be effective irrespective of whether such presence of Hazardous Substances or any such physical conditions are latent or patent, or whether such Claims arise or may arise pursuant to or in connection with any existing or future Federal, State or local statute, regulation, rule, ordinance, code, directive or other governmental requirement or any common law. The release of Claims shall extend to any action or claim related to Hazardous Substances or other physical condition of the property originally commenced or brought against any Releasing Party by any other person or entity, including any governmental entities. As used in this Agreement, the term"Hazardous Substances" means any substance, material, waste or mixture which is hazardous or toxic or which is harmful to or threatens to harm public health or safety, flora or fauna, or the environment, and which is or becomes subject to or regulated by any Federal, State or local governmental agency or authority, including without limitation petroleum, or any derivative, distillate or fraction thereof. As to any and all Claims, each of District, POST and Pelican on behalf of the Releasing Parties specifically and expressly waives any rights and benefits available to them under the provisions of Section 1542 of the Civil Code of the State of California, which provides: -9- �r► A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. POST's Initials District's Initials Pelican's Initials k 6 Closing and Escrow. 6.1 Closing of Corte Madera Pronertv. Close of Escrow for the Corte Madera Property shall take place in accordance with that certain"Transfer Agreement" of even date herewith, a copy of which is attached hereto as Exhibit E and incorporated herein by this reference (the"Transfer Agreement"). 6.2 Establishment of Escrow. After execution of this Agreement, the parties shall deposit an executed counterpart with First American Title and Santa Cruz Title Company(collectively the"Title Companies"), and this Agreement shall serve as instructions to the Title Companies as the escrow holder for consummation of the conveyances contemplated hereby. Each party shall execute such additional escrow instructions as may be appropriate to enable the Title Companies to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control. 6.3 Closing Dates. Except as provided in the Transfer Agreement (Exhibit E), Close of Escrow shall occur upon the earlier of(1) ten(10) days after the date of satisfaction or waiver of all of the conditions precedent set forth in Section 4.1, 4.2 and 4.3, or(2)two hundred ten(210) days after the Effective Date("Outside Closing Date") provided that the Outside Closing Date shall be extended by the same number of days that the 180 Day Review Period is extended pursuant to Section 4.5. 6.4 Closing. 6.4.1 Delivery. At Close of Escrow: A. POST shall deliver to District the following: (i) the Grant Deed for the Corte Madera Property; (ii) an affidavit pursuant to Section 1445(b)(2) of the Internal Revenue Code on which District is entitled to rely that POST is not a"foreign person" within the meaning of Section 1445(f)(3); -10- (iii) a California Form 590 certifying that POST has a permanent place of business in California or is qualified to do business in California; and (iv) if POST's conditions precedent to closing as set out in Section 4.2 have been satisfied or waived, written notice of the satisfaction or waiver of such conditions. B. Pelican shall deliver to POST: (i) the Grant Deed for Loma Prieta Ranch; (ii) an affidavit pursuant to Section 1445(bX2) of the Internal Revenue Code on which POST is entitled to rely that Pelican is not a"foreign person" within the meaning of Section 1445(f)(3); (iii) a California Form 590 certifying that Pelican is a partnership under California law; and (iv) if Pelican's conditions precedent to closing as set out in Section 4.3 have been satisfied or waived, written notice of the satisfaction or waiver of such conditions. C. District shall deliver to Pelican: (i) the Grant Deed for the Summit Springs Parcel; which shall reserve to District the Trail Easement as required by Section 4.1.2 and the Conservation Easement required by Section 4.1.3; (H) an affidavit pursuant to Section 1445(b)(2)of the Internal Revenue Code on which Pelican is entitled to rely that District is not a"foreign person" within the meaning of Section 1445(f)(3); (iii) a California Form 590 certifying that District has a permanent place of business in California or is qualified to do business in California; (iv) any instruments required to assign any right, title and interest in any development rights, permits or applications regarding the Summit Springs Parcel as requested by Pelican; and (v) if District's conditions precedent to closing as set out in Section 4.3 have been satisfied or waived, written notice of the satisfaction or waiver of such conditions. -11- 6.4.2 Additional Deliveries. Each party shall deposit such other instruments as are reasonably required by the Title Companies or otherwise required to close the escrow and consummate the exchange of property in accordance with the terms hereof. 6.5 Proration. Real property taxes for the fiscal year in which the Close of Escrow occurs shall be prorated between the conveying party and the recipient as of the Close of Escrow based on the most recent official information available in the office of the taxing entity. 6.6 Closing Costs. Except as provided in the Transfer Agreement, each party shall pay the cost of the Title Policy issued to it and any endorsements thereto and one-third of the escrow fee. The conveying party shall be responsible for County documentary transfer taxes. Each party shall pay its own recording costs. All other costs and charges of the escrow not otherwise provided for in this Section 6.6 or elsewhere in this Agreement shall be allocated in accordance with the closing customs for San Mateo County. 6.7 Failure to Close. If Close of Escrow does not occur with the time set forth in Section 6.3 , the Title Companies shall, unless it is notified by any party to the contrary within five(5) days after the applicable Closing Date, terminate the escrow and return to the depositor thereof items which were deposited hereunder. Such termination shall not excuse any party's breach of this Agreement or affect any party's remedies for breach of this Agreement by any other Ply 6.8 Termination for Failure of Conditions Precedent. If the conditions precedent set out in Section 4 are not satisfied or waived by the party for whose benefit they are created, the party shall have the right to terminate this Agreement, escrow shall be canceled, no party to this Agreement shall have further obligation to any other party and the Title Companies shall return to each party any documents on fund delivered to the respective title company by such Ply 7 Miscellaneous. 7.1 Possession. Possession of each property shall be delivered at the Close of Escrow. 7.2 Notices. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon(i) personal delivery, or(ii) one(1)business day after being deposited with Federal Express, United States Postal Service Express Mail, or another reliable overnight courier service or transmitted by facsimile telecopy with confirmation of receipt, and addressed as follows: -12- If To POST: Peninsula Open Space Trust 3000 Sand Hill Road Building 4, Suite 135 Menlo Park, CA 94025 Attn: Audrey Rust, Executive Director Facsimile No. (650) 854-7703 If To District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: L. Craig Britton, General Manager Facsimile No. (650) 691-0485 If To Pelican: Pelican Timber Company 700 Emerson Street Palo Alto, CA 94301 Attn: Charles J. Keenan, III Facsimile No. (415) 326-2920 or such other address as either party may from time to time specify in writing to the other. 7.3 Brokers and Finders. There are no brokerage commissions or finder's fees in connection with this transaction. If any broker or finder claims a commission or finder's fee based upon any contract, dealings or communication, the party through whom the broker or finder makes its claim shall be responsible for said commission or fee and all costs and expenses (including reasonable attorneys' fees) of the other parties with respect to such claim. 7.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, administrators and assigns. 7.5 Amendments. This Agreement may be amended or modified only by a written instrument executed by each party. 7.6 Merger of Prior Agreements. This Agreement and the exhibits hereto constitute the entire agreement between the parties and supersede all prior letters of interest, agreements and understandings between the parties relating to the subject matter hereof. 7.7 Enforcement. If either party hereto fails to perform any of its obligations under this Agreement or if a dispute arises between the parties hereto concerning the meaning of interpretation of any provision of this Agreement, then the defaulting party or the party not prevailing in such dispute shall pay any and all costs and expenses incurred by the other party on account of such default and/or in enforcing or establishing its right hereunder, including, without -13- limitation, court costs or costs of arbitration and attorneys' fees and disbursements. Any such attorneys' fees and other expenses incurred by either party in enforcing a judgment in its favor under this Agreement shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorneys fees obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment. 7.8 Time of the Essence. Time is of the essence of this Agriement. 7.9 Severability. If any provision of this Agreement or the application thereof to any person, place or circumstance shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. 7.10 Licensee. POST and District acknowledge that Charles I Keenan, M is a California-licensed real estate agent acting as a principal and that Mr. Keenan owes no fiduciary duty to POST or District whatsoever as a licensed real estate agent in this transaction. lII -14- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. DISTRICT PELICAN Midpeninsula Regional Open Space District, Pelican Timber Company, a a public district California general partnedhip Approved As To Form: By: Charles J. Keenan, III By General Partner Sue Schectman,District Counsel POST Recommended For Approval: Peninsula Open Space Trust, By: a California non-profit public Benefit L. Craig Britton, General Manager Corporation Approved and Accepted: By: Audrey C. Rust, Executive Director By: President, Board of Directors Attest: By: Deirdre C. Dolan, District Clerk Date: -15- Order No. 356383-B 3RD AMENDED SUPPL04ENTAL PRELMUNARY REPORT FIRST ANEMCAN TITLE INSURANCE COMPANY 555 Marshall Street, Redwood City, CA 94063 (415) 367-9050 - ESCROW FAX (415) 364-1519 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Attn: Bucky Mace 330 Distel Circle Los Altos, CA 94022 Customer's Reference: Form of Policy Coverage Requested: ALTA OWNERS POLICY - 1992 WITH REGIONAL EXCEPTIONS In response to the above referenced application for a policy of title insurance, this Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance, describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in Exhibit A attached. Copies of the Policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of March 27, 1995 at 7:30 a.m. ESCROW OFFICER: JIM A. NORRIS ASSISTANT: TINA DAVIS Page I EXHis, #4 Page 1of 3RD AMENDED SUPA.,ENff.NTAL REPORT Order No. 356383-B Vk Title of said estate or interest at the date hereof is vested in: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a California Public District The estate or interest in the land hereinafter described or referred to covered by this Report is: A FEE The land referred to in this Report is situated in the State of California, County of San Mateo, Town of Woodside and is described as follows: Beginning at the Northwesterly corner of Lot 1, Block 3, as shown on the map of Tract No. 714, entitled "WOODSIDE OAKS UNIT 2" filed April 7, 1955 in Volume 42 of Maps at Pages 5 through 8, Official Records of San Mateo County; thence along the exterior boundary of said Tract the following four (4) courses: 1) South 16° 50' 00" East 120.00 feet; 2) South 33° 00' 00" West 76.00 fleet; 3) South 66° 15' 00" East 416.00 feet; 4) South 72° 40' 00" East 635.13 feet; thence leaving said Tract boundary the following six (6) courses; 1) South 16° 10' 00" West 443.03 feet; 2) South 75° 20' 00" West 1070.00 feet; 3) North 74° 10' 00" West 705.00 feet; 4) North 030 45' 00" East 835.00 feet; 5) North 580 50' 00" East 370.00 feet; 6) North 88° 50' 00" East 500.00 feet; to the point of beginning. EXCEPTING THEREFROM the lands described in Parcel 3 of the deed from Peninsula Development Co., Inc., a corporation to Woodside Oaks Water Company, dated December 1,1958 and recorded December 11, 1958 in Book 3509 of Official Records at Page 607 (File No. 1212-R), Records of San Mateo County, California. ALSO EXCEPTING THEREFROM all oil, coal and mineral rights as reserved by The Regents of the University of California, a corporation, in that certain Deed recorded June 13, 1947 in Book 1342 of Official Records at page 466 (File No. 70971-G), Records of San Mateo County, California. A.P. No. 072-100-020 ptn. JPN 072 010 100 02 A Page 2 EXHIBIT4 Page of 3RD ANIENDED SUPPA-. ENTAL REPORT Order No. 356383-B 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. General and Special Taxes for the fiscal year 1995-96, now a lien, amount not yet ascertainable. 2. General and Special Taxes for the fiscal year 1994-95, First Installment $0.00 Second Installment $0.00 Code Area: 015-032 A.P. No.: 072-100-020 3. The Lien of Supplemental Taxes assessed pursuant to Chapter 3.5, Commencing with Section 75 of the California Revenue and Taxation Code. 4. EASENEE T'T for road purposes over those portions of the herein described property lying within any public or private road. Affects existing jeep trails. 5. GRANT of the riparian water rights of the Bear Gulch Creek; the right to erect dam and reservoir and the right of way for aqueducts, pipes and flumes etc., as granted From: Charles Hanson, et al To: Arroyo de las Presa Water Company, a corporation Dated: October 1, 1863 Recorded: October 1, 1863 Book/Reel 3 of Deeds at page/image 602, Records of San Mateo County, California. The records of San Mateo County does not disclose any Deed from said Corporation. BY DECREE had in the Superior Court of the State of California in and for the County of San Mateo, under Case No. 2240, Bear Gulch Water Company, predecessor in interest to California Water Service Company, quieted title to waters and water rights in Bear Gulch Creek above the Woodside-Portola Road, against Manzanita Water Company, et al, a certified copy of said Decree was recorded May 22, 1930 in Book 1930 in Book 480 of Official Records at page 138, Records of San Mateo County, California. 6. RIGHTS AND EASENIENTS reserved in Deed from The Regents of the University of California, a corporation, to B. D. Zemel, dated June 3, 1947 and recorded June 13, 1947 in Book 1342 of Official Records at page 466 (File No. 70971-G), Records of San Mateo County, California. Reserves various rights and easements in connection with the extraction and removal of the oil, mineral, etc., excepted from said Deed. Page 3 EXHIBIT NNNOW i Page of ' 3RD AMENDED SUPPLEMENTAL REPORT Order No. 356383-B 7. EASE M[ENT over the herein described property, as granted in Deed: From: Peninsula Development Co., Inc. To: Woodside Oaks Water Company Dated: December 1, 1958 Recorded: December 11, 1958 Document No.: 1212-R Book/Reel 3509 of Official Records at page/image 607, Records of San Mateo County, California. Grants Easement for water line purposes between terminus of Summit Springs Road and water tank site. 8. OVERLAP of existing Water Tank onto property described herein as disclosed by Record of Survey recorded January 4, 1974 in Volume 7 of Licensed Land Surveyors Maps at page 133. ******* There have been no deeds recorded within the last two years prior to the date of this report, affecting the herein described property. 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 Bulletin No. Ns. 35 E. cc: Eushallah, 60 Pierce Avenue, San Jose, CA 95110, Attn: Gerry Steinberg ORDER DATE: March 8, 1990 S.T.R. DATE: July 29, 1988 N.O. JY/bl/p Page 4 EXHx0f page AMU- 72 c \,Ks UNIT Nd. 2 % 4 0 aT a • D ti + 9 100 O RMOA. , 0 EXHIBIT pare -,5Of s covNrr of SAM MArco, CAc/f IioQav&c schom Disr cr Order No. 432269 PRELIMINARY REPORT FIRST AMERICAN TITLE INSURANCE COMPANY 601 Marshall Street, Redwood City, CA 94063 (650) 367-9050 - ESCROW FAX (650) 569-2738 PENINSULA OPEN SPACE TRUST Attn: Walter Moore 3000 Sand Hill Circle 4-135 Menlo Park, CA 94025 Customer's Reference: Form of Policy Coverage Requested: ALTA LOAN POLICY - 1992 In response to the above referenced application for a policy of title insurance, this Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance, describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in Exhibit A attached. Copies of the Policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of January 9, 1998 at 7:30 a.m. ESCROW OFFICER: JIM A. NORRIS ASSISTANT: MARIA GUTIERREZ Page I EXHIBIT Page Order No. 432269 Title of said estate or interest at the date hereof is vested in: PENINSULA OPEN SPACE TRUST, a California non-profit benefit corporation The estate or interest in the land hereinafter described or referred to covered by this Report is: A FEE The land referred to in this Report is situated in the State of California, County of San Mateo, City of Town of Portola Valley and is described as follows: 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 5 0 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 comer of Parcel C and Parcel A; thence in a Southeasterly direction South 55' 02' 50" East 940.00 feet; thence North 350 57' 10" East 1,135.00 feet; thence North 510 12' 10" East 1,770 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 670 29' 00" West 154.44 feet, North 860 14' 00" West 91.08 feet; thence along said Northerly boundary and down Hamms Gulch the following courses and distances; South 860 14' 00" East 91.08 feet, South 67' 29' 00" East 154.44 feet, North 85' 45' 00" East 123.42 feet, South 81 0 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* 10' 00" West 128.04 feet, South 180 16' 00" East 168.30 feet, South 220 32' 00" East 92.64 feet, South 14' 10' 00" West 137.28 feet, South 050 37' 00" East 80.52 feet, South 030 23' 00" West 103.62 feet, South 420 37' 00" East 142.56 feet, South 130 59' 00" East 124.08, South 540 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 220 53' 00" West 81.95 feet, South 41 c, 23' 00" East 55.00 feet, South 660 53' 00" East 75.00, South 86' 13' 00" East 150.50 feet, South 220 53' 00" East 88.00 feet, South 470 53' 00" East 63.11 feet, South 77' 13' 00" West 733.75 feet, South 210 50' 00" West 33.04 feet, South 35' 15' 00" West 94.48 feet, South 240 33' 00" West 102.47 feet, South 300 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' 00" West 1,740 feet, more or less, to a point which bears South 55' East 820.00 feet, and South 570 East 910.00 feet from the Page 2 EXHIBIT Pave 2of Order No. 432269 most Northerly corner of Parcel C, as said point is shown on the aforesaid referenced parcel Map recorded in Volume 13 of Parcel Maps at page 19; thence North 57' West 910.00 feet and North 55° West 820.00 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 courses and distances: North 73° 50' 00" West 770.00 feet, North 61° 45' 00" West 491.91 feet, South 380 19' 30" West 177.54 feet, South 220 42' 05" West 143.56 feet, South 400 08' 25" West 166.57 feet, South 000 57' 15" West 139.80 feet, South 33' 56' 35" West 177.53 feet, South 12* 36' 00" East 105.49 feet, South 55° 12' 06" East 106.17 feet, South 85° 10' 10" East 149.62 feet, South 380 24' 35" East 109.06 feet, South 160 31' 20" 147.72 feet, South 340 49' 45" East 61.66 feet, South 710 49' 50" East 86.79 feet, South 870 04' 05" East 106.70 feet, South 590 42' 03" East 662.77 feet, South 050 25' 23" East 270.58 feet to the point of beginning. EXCEPTING THEREFROM: BEGINNING at a point on the Northerly line of Parcel A as shown on that map entitled, "PARCEL MAP, BEING A RE.SUBDIVISION OF PORTION OF EL CORTE MADERA RANCHO", recorded August 2, 1971 in Volume 13 of Parcel Maps at Page 19, San Mateo County Records, said point being distant North 73° 50' 00" West, 589.82 feet from the most Easterly corner of Parcel A; thence North 46° 41' 20" West, 564.63 feet; thence North 10' 37' 25" East, 255.02 feet; thence North 700 01' 45" West, 64.57 feet; thence South 360 05' 30" West, 998.80 feet; thence South 20° 49' 11" West, 232.12 feet; thence South 14' 48' 42" East, 189.51 feet; thence South 20° 20' 28" East, 265.37 feet; thence South 66' 05' 00" East, 368.60 feet; thence North 860 45' 18" East, 221.16 feet to a point on the Southwesterly line of Parcel B as shown on the aforesaid map; thence along said Southwesterly line North 590 42' 03" West, 86.29 feet to the most Southerly common corner of Parcel A and Parcel B; thence along the line of Parcel A the following courses: North 87' 04' 05" West, 106.70 feet; North 710 49' 50" West, 86.79 feet; North 340 49' 45" West, 61.66 feet; North 16' 31' 20" East, 147.72 feet; 1 feet North 38 24 ,� West,, 9.06 0 , North 850 10' 10" West, 149.62 feet; North 55° 12' 06" West, 106.17 feet; North 12' 36' 00" West, 105.49 feet; North 330 56' 35" East, 177.53 feet; North 0° 57' 15" East, 139.80 feet; North 400 08' 25" East, 166.57 feet; North 220 42' 05" East, 143.56 feet; North 380 19' 30" East, 177.54 feet; South 61° 45' 00" East, 491.91 feet; and South 730 50' 00" East, 180.18 feet to the point of beginning. FURTHER EXCEPTING THEREFROM: BEGINNING at a point distant North 660 42' 07" East, 2267.82 feet from a point on the Southerly line of said deed, said point being the most Easterly corner of Parcel A as shown on that certain Parcel Map entitled "Parcel Map - Being a Resubdivision of a Portion of the El Corte Madera Rancho", recorded in Volume 13 of Parcel EXHIBITPage 3 Page a 9 # Order No. 432269 maps at Page 19, San Mateo County Records, said point being also distant South 520 24' 07" West, 3552.11 feet from the Southerly terminus of that certain centerline course of Willowbrook Drive shown as North 40 26' 56" West, 532.92 feet on the map of "Tract No. 799 - Willowbrook No. 3", recorded in Volume 55 of Maps at Page 28, San Mateo County Records (the bering of said centerline course being taken as North 4' 40' 00" for purposes of this description): Thence along the following courses: North 10 43' 24" East, 64.74 feet; North 13' 21' 19" East, 50.82 feet; North 0* 32' 12" East, 43.53 feet to a point of curvature: along the arc of tangent curve to the left with a radius of 150.00 feet, through a central angle of 39' 13' 35", an arc distance of 102.69 feet; North 39' 45' 48" West, 55.70 feet; North 45* 20' 01" West, 23.46 feet to a point of curvature; along the arc of a tangent curve to the left with a radius of 65.00 feet, through a central angle of 890 52' 48", an arc distance of 101.97 feet; South 44' 47' 10" West, 46.27 feet; South 60' 40' 36" West, 109.21 feet to a point of curvature; along the arc of tangent curve to the right with a radius of 45.00 feet, through a central angle of 73' 46' 14", an arc distance of 57.94 feet; North 450 33' 10" West, 76.84 feet; North 49' 48' 06" West, 42.04 feet; North 27' 35' 13" East, 84.71 feet; North 32' 03' 56" East, 178.92 feet; North 24' 36' 59" East, 292.80 feet; North 45' 33' 33" East, 150.05 feet; North 73' 31' 15" East, 155.70 feet; North 79* 03' 56" East, 188.46 feet; North 860 47' 58" East, 137.89 feet; South 89' 01' 04" East, 152.18 feet; South 740 23' 54" East, 115.70 feet; South 44' 14' 08" East, 105.66 feet; South 140 41' 51" East, 144.88 feet; South 11' 14' 57" East, 139.25 feet; South 180 26' 50" East, 139.48 feet; South 23' 27' 11" East, 159.69 feet; South 28' 43' 23" East, 113.93 feet; South 14' 25' 34" West, 111.08 feet; South 51' 12' 51" West, 138.95 feet; South 760 29' 38" West, 211.18 feet; South 870 33' 24" West, 407.02 feet; and North 82 0 42' 51 West, 218.93 feet to the point of Beginning. A.P. No.: 076-350-150 JPN 076 035 350 15 Ptn. A 076-350-240 076 035 350 16 Ptn. A Page 4 EXHIBIT 13 Page %Lof *r Order No. 432269 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. General and Special Taxes for the fiscal year 1998-99, now a lien; amount not yet ascertainable. 2. Second Installment General and Special Taxes for the fiscal year 1997-1998, in the amount of $51.48. Code Area: 019-001 A.P. No.: 076-350-150 Second Installment General and Special Taxes for the fiscal year 1997-1998, in the amount of $1,091.49. Code Area: 019-002 A.P. No.: 076-350-240 3. The Lien of Supplemental Taxes assessed pursuant to Chapter 3.5, commencing with Section 75 of the California Revenue and Taxation Code. 4. "WATER.RIGHTS, CLAIMS OR TITLE TO WATER, whether or not shown by the public records". 5. RESERVATION of 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. 6. EASEMENT for Ridge Road as contained in Deed From: Christine F. Rengstorff To: Herbert Edward Law Dated: March 25, 1915 Recorded: March 30, 1915 Book/Reel 245 of Deeds at page/image 274, Records of San Mateo County, California. EXHIBIT Page 5 Page of Order No. 432269 7. RIGHT OF WAY over the herein described property, as granted in Instrument: From: E. L. Brown To: Pacific Gas and Electric Company Dated: August 11, 1916 Recorded: August 23, 1916 Book/Reel 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 stak6d on ground and approved by Grantee. 8. 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 of Way for a single line of poles and wires, not to exceed 4 poles, route to be staked on ground and approved. 9. 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 of San Mateo County, California, in which Conolley agrees to Law a perpetual right of 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 direction, the course and direction of Corte Madera Creek. 10. RESERVATION of title to Brown House Springs and an 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 wife To: Herbert Edward Law Dated: June 6, 1925 Recorded: June 8, 1925 Book/Reel 175 of Official Records at page/image 91, Records of San Mateo County, California. 11. AGREEMENT as to water fights 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. Page 6 EXHI T Page IT—of Order No. 4322694 12. GRANT OF RIGHT OF WAY for pipe lines as disclosed by Agreement 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. t 13. EXISTING P.G.& E. POLES AND WIRES as disclosed by Grant from Western Title Insurance Co., to P.G. & E. recorded April 6, 1972 in Book 6123, Official Records, at page 518, (4182-AF). 14. EASEMENTS, RIGHTS, RIGHTS OF WAY AND CONDITIONS contained in Deed From: Corte Madera, a limited partnership To: The Heirs and Devisees of John Francis Neylan, deceased, subject to the Administration of his estate Dated: February 20, 1968 Recorded: April 9, 1968 Document No.: 33374-AB Book/Reel 5456 of Official Records at page/image 529, Records of San Mateo County, California. Grants 25' easements for existing roads from Alpine Road and Skyline Road. 15. 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 10, 1985 Recorded: April 23, 1985 Document No.: 85039061 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. 16. 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. Page 7 EXHIBIT is Page I:Eof !t Order No. 432269 4# 17. EASEMENT OF NECESSITY for ingress and egress and utilities in favor of the Parcels of land which are set forth as exceptions in the legal description set forth herein. NOTE: Information in possession of the Company indicates that a division of land may occur involving the land described herein. Although the policy or policies of title insurance contemplated hereby will not insure against loss or damage by reason of any claim that the land described herein may not constitute a lawfully created parcel according to the Subdivision Map Act (Section 66410 et seq. of the California Government Code) and local ordinances adopted pursuant thereto, the County of San Mateo may require one or more of the following prior to issuance of permits for development of the land: a. A certificate of compliance recorded in the public record. b. Filing of a final map or parcel map. C. A. Waiver of a final map or parcel map. INFORMATION NOTES: A. Notwithstanding the exclusions from coverage as set forth under "Exclusions" any ALTA Residential Owner's Policy issued by First American Title on the herein described land shall contain in Schedule B, Part 1, the following exception from coverage: Any rights, interest, or claims of parties in possession of the land not shown by the public records. Any easement or liens not shown by the public records. This does not limit the lien coverage in item 8 of covered title risks. Any facts about the land which a correct survey would disclose and which are not shown by the public records. This eliminates the forced removal coverage in item 12 of covered title risks. Any water rights or claims or title to water in or under said land. B. The City of San Mateo imposes a property transfer tax of 'h of 1% of total consideration. C. Order Date: January 23, 1998 Short term rate date: June 22, 1995 D. LENDER'S SPECIAL INFORMATION There have been no deeds recorded within the last two years prior to the date of this report, affecting the herein described property. Effective January 1, 1992 all notarial acknowledgment forms must comply substantially with the language contained in California Civil Code Section 1189 entitled "General form of certificate of acknowledgment" pursuant to Senate Bill 2251, Chapter 1070 of Statutes of 1990. Any documents executed on or after January 1, 1992 and acknowledged in the State of California by a notary public containing other notarial forms of acknowledgments may not be acceptable for recordation. First American Title will make the form available upon request. Page 8 EXHIBIT Page of Order No. 432269 NOTE: Before the transaction contemplated by this report can be closed, the seller must furnish a correct Taxpayer Identification Number to us so that we can file an IRS form 1099, or its equivalent, with the Internal Revenue Service. This procedure is required by Section 6045 of the Internal Revenue Code and the seller may be subject to civil or criminal penalties for failing to furnish a correct Taxpayer Identification Number. W A R N I N G "THE MAP ATTACHED HERETO MAY OR MAY NOT BE A SURVEY OF THE LAND DEPICTED THEREON. YOU SHOULD NOT RELY UPON IT FOR ANY PURPOSE OTHER THAN ORIENTATION TO THE GENERAL LOCATION OF THE PARCEL OR PARCELS DEPICTED. FIRST AMERICAN EXPRESSLY DISCLAIMS ANY LIABILITY FOR ALLEGED LOSS OR DAMAGE WHICH MAY RESULT FROM RELIANCE UPON THIS MAP". NOTICE Section 12413.1 of the California Insurance Code effective January 1, 1990, requires that any Title Insurance Company, underwritten Title Company, or controlled Escrow Company handling funds in an escrow or sub-escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible. If you have any questions about the effect of this new law, please contact your local First American Office for more details. 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 Bulletin No. Ns. 35 E. cc: Mid-Peninsula Regional Open Space District, 330 Distel Circle, Los Altos, CA 94022, Attn: Craig Brittan N.O. MH/bl/p EXHIBIT Page 9 Page --cr-of 7F - Order No. 432269 NOTICE In accordance with Sections 18662 and 18668 of the Revenue and Taxation Code, a buyer may be required to withhold an amount equal to three and one-third percent of the sales price in the case of the disposition of California real property interest by either: 1. A seller who is an individual with a last known street address outside of California or when the disbursement instructions authorize the proceeds be sent to a financial intermediary of the seller, OR 2. A corporate seller which has no permanent place of business in California. The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars ($500.00). However, notwithstanding any other provision included in the California statutes referenced above, no buyer will be required to withhold any amount or be subject to penalty for failure to withhold if: 1. The sales price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000), OR 2. The seller executes a written certificate, under the penalty of perjury, certifying that the seller is a resident of California, or if a corporation, has a permanent place of business in California, OR 3. The seller, who is an individual, executes a written certificate, under the penalty of perjury, that the California real property being conveyed is the seller's principal residence (as defined in Section 1034 of the Internal Revenue Code). The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement. The California statues referenced above include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis. The parties to this transaction should seek an attorney's, accountant's, or other tax specialist's opinion concerning the effect of this law on this transaction and should not act on any statements made or omitted by the escrow or closing officer. EXHIBIT Form No. 4001 (3/92) Page�pf r Y/fa:r s' ��YT n'HOii R ha s;A sp Ngi �"��: „ « :. TAX CODE AREA_ y ,pGjinljaJ: ——— —— ———— — 76 'Ms ''I�Sl7ef.39'.� W v e _ � ."C�r' d o -_ M �. i•-�`i i'y1• �7�1 l:T.� « CD _ a..,ham;f S ss s c < Zs� a • a m :. , r 1 1•' ��I" y�`fS*'/ s -.n ,X .. . r i � ,.. ..A o J' ,� 'a', _ o.._•+ r. ;,l: ,,, -'"::u.'•Y. .,. 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N 21.08'W 122.55' S -N V 02'W 101.58, z Nr1e'¢ e84r Q PARCEL MAP VOL. 13119 PORTOLA VALLEY SCHOOL DISTRICT 1 aOf' ASS ESSOR'S MAP COVNTY OF SAN MATEO, CAC/F ' AR,!/9 O/-CRfRTfD ltv.�in,J .. .�, „ .. < J:n ari�•tJ -f�ftsAu PRELIMINARY REPORT SANTA CRUZ TITLE COMPANY [X] 201 River Street, Santa Cruz, CA 95060 (408) 426-9090 / FAX (408) 426-8511 ( ] 830 Bay Avenue, #A, Capitola, CA 95010 (408) 479-9229 / FAX (408) 479-3641 [ ] 2170 41st Avenue, #B, Capitola, CA 95010 (408) 476-5000 / FAX (408) 476-1647 [ ] 4340 Scotts Valley Dr. #A, Scotts Valley, CA 95066 (408) 438-4200 / FAX (408) 438-5369 [ ] 9055 Soquel Drive, Aptos, CA 95003 (408) 688-9566 / FAX (408) 688-8625 [ ] 1820 Main Street, Watsonville, CA 95076 (408) 724-8804 / FAX (408) 724-2633 [ ] 1541 Pacific Avenue, #D, Santa Cruz, CA 95060 (408) 426-1711 / FAX (408) 427-3217 March 24, 1997 IMPORTANT WHEN REPLYING REFER TO MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 330 DISTEL CIRCLE OUR NO. : 9419706 ENP LOS ALTOS, CA 94022-1404 ATTENTION: L. CRAIG BRITTON, YOUR NO. : PELICAN TIMBER GENERAL MANAGER PROPERTY: UNIMPROVED In response to the above referenced application for a Policy of Title Insurance, SANTA CRUZ TITLE COMPANY hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms. The pprinted Exceptions and Exclusions from coverage of said Policy or Policies are set forth in Exhibit A attached. Copies of the Policy forms should be read. They are available from the office which issued this Report. PLEASE READ THE EXCEPTIONS SHOWN OR REFERRED TO BELOW AND THE EXCEPTIONS AND EXCLUSIONS SET FORTH IN EXHIBIT A OF THIS REPORT CAREFULLY. THE EXCEPTIONS AND EXCLUSIONS ARE MEANT TO PROVIDE YOU WITH NOTICE OF MATTERS WHICH ARE NOT COVERED UNDER THE TERMS OF THE TITLE INSURANCE POLICY AND SHOULD BE CAREFULLY CONSIDERED. IT IS IMPORTANT TO NOTE THAT THIS PRELIMINARY REPORT IS NOT A WRITTEN REPRESENTATION AS TO THE CONDITION OF TITLE AND MAY NOT LIST ALL LIENS, DEFECTS, AND ENCUMBRANCES AFFECTING TITLE TO THE LAND. This Report (and any sup lements or amendments thereto) is issued solely for the purpose of facilitating the issuance off a Policy of Title Insurance and no liability is assumed hereby. If it i, desired that liabilitybe assumed prior to the issuance of a Po ' y of Title Insura a Binder o Commitment should be requested. Dated as of MARCH 20, 1997 at 7:30 a.m. VICKIE MADDOCKS, Title Officer The form of Policy of Title Insurance contemplated by this Report is: C.L.T.A. Coverage Policy - 1990 The estate or interest in the land hereinafter described or referred to covered by this Report is A FEE AS TO PARCEL ONE AND AN EASEMENT AS TO PARCEL TWO Title to said estate or interest at the date hereof is vested in: PELICAN TIMBER COMPANY, A CALIFORNIA GENERAL PARTNERSHIP At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions contained in said Policy form would be as follows: See Exceptions Page One. CLTA PRELIMINARY REPORT (Rev. 1-1-95) EXHIBIT EXCEPTIONS ESCROW NO. 9419706 ENF 1. GENERAL AND SPECIAL COUNTY (AND CITY) TAXES, A LIEN NOT YET DUE OR PAYABLE, FOR THE FISCAL YEAR 1997-1998 PARCEL NO. 098-141-10 098-141-11 , 2 . GENERAL AND SPECIAL COUNTY (AND CITY) TAXES, INCLUDING PERSONAL PROPERTY TAX, IF ANY FOR THE FISCAL YEAR 1996-1997 LAND VALUATION $468, 286.00 IMPROVEMENT VALUATION: $ -0- PERSONAL PROPERTY $ -0- EXEMPTIONS : $ -0- CODE AREA NO. : 79-000 T . PARCEL NO. 098-141-10 _- 1ST INSTALLMENT $2,462.71 PAID 2ND INSTALLMENT $2,462.71 NOW DUE AND PAYABLE GENERAL AND SPECIAL COUNTY (AND CITY) TAXES, INCLUDING PERSONAL PROPERTY TAX, IF ANY FOR THE FISCAL YEAR 1996-1997 LAND VALUATION $187, 346.00 IMPROVEMENT VALUATION: $ -0- PERSONAL PROPERTY $ -0- EXEMPTIONS $ -0- CODE AREA NO. 79-000 PARCEL NO. 098-141-11 1ST INSTALLMENT $1, 058.01 PAID 2ND INSTALLMENT $1, 058. 01 NOW DUE AND PAYABLE 3 . THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3 .5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. 4 . ANY ADVERSE CLAIM BASED UPON THE ASSERTION THAT: (A) SOME PORTION OF SAID PROPERTY HAS BEEN CREATED BY ARTIFICIAL MEANS, OR HAS ACCRETED TO SUCH PORTION SO CREATED. (B) SOME PORTION OF SAID PROPERTY HAS BEEN BROUGHT WITHIN THE BOUNDARIES THEREOF, OR HAS BEEN FORMED BY ACCRETION TO ANY SUCH PORTION, BY AN AVULSIVE MOVEMENT OF EAST BRANCH OF SOQUEL CREEK SUCH RIGHTS AND EASEMENTS FOR NAVIGATION AND FISHERY WHICH MAY EXIST OVER THAT PORTION OF SAID PROPERTY LYING BENEATH THE WATERS OF EAST BRANCH OF SOQUEL CREEK 5. THE RIGHTS OF THE PUBLIC TO USE ANY PORTION OF THE HEREIN DESCRIBE[ PROPERTY LYING WITHIN THE EXTERIOR BOUNDARIES OF ANY AND ALL COUNTI MAINTAINED ROADS OR HIGHWAYS. CONTINUED PAGE - 1 EXHIBIT 4 Page of _ EXCEPTIONS ESCROW NO. 9419706 ENF 6. RIGHTS OF WAYS FOR ROAD PURPOSES OVER THE MOST CONVENIENT ROUTES TC AND FROM PUBLIC ROADS AND HIGHWAYS, AS SET FORTH IN THE DECREE OF PARTITION OF THE SOQUEL AUGMENTATION RANCHO, ENTERED IN THE THIRD DISTRICT COURT OF THE STATE OF CALIFORNIA ON SEPTEMBER 14, 1864, A COPY OF WHICH IS RECORDED ON BOOK 270 OF DEEDS, PAGE 76, SANTA CRUZ COUNTY RECORDS. 7 . THE EFFECT OF THAT CERTAIN DECREE ENTERED IN THE SUPERIOR COURT OF THE STA TE OF CALIFORNIA , FOR SANTA CR UZ COUNTY, CASE NUMBER 57081, ; FILED BY THE CALIFORNIA STATE WATER RESOURCES CONTROL BOARD RECORDED MARCH 14, 1977, IN BOOK 2731, PAGE 581 OFFICIAL RECORDS OF SANTA CRUZ COUNTY CONCERNING RIPARIAN AND OTHER WATER RIGHTS WITHIN THE SOQUEL CREEK. STREAM SYSTEM REFERENCE IS HEREBY MADE TO THE RECORD FOR FULL PARTICULARS. 8. A GRANT AND RESERVATION OF EASEMENTS/GRANT AND RESERVATION PROFITS EXECUTED BY THE CHY COMPANY AND PELICAN TIMBER COMPANY, BOTH CALIFORNIA GENERAL PARTNERSHIPS RECORDED JUNE 15, 1979, IN BOOK 3070, PAGE 325, OFFICIAL RECORDS OF SANTA CRUZ COUNTY AND RE-RECORDED JULY 5, 1979, IN BOOK 3078, PAGE 560, OFFICIAL RECORDS OF SANTA CRUZ COUNTY WHEREIN SAID PARTIES CONVEY TO EACH OTHER CERTAIN PROFITS AND EASEMENTS APPURTENANT THERETO, AS SPECIFICALLY DESCRIBED THEREIN. AFFECTS REFERENCE IS HEREBY MADE TO THE RECORD FOR FULL PARTICULARS. 9. AN EASEMENT AFFECTING THE PORTION OF SAID PROPERTY AND FOR THE PURPOSE STATED HEREIN, AND INCIDENTAL PURPOSES, AS GRANTED IN THE DEED FROM PELICAN TIMBER COMPANY, A CALIFORNIA GENERAL PARTNERSHIP TO TEHAMA COUNTY BANK, A CALIFORNIA CORPORATION, AND BANK OF CALIFORNIA, A CALIFORNIA CORPORATION, AS CO-TRUSTEES OF THE CALIFORNIA STATE CONTROLLER'S ENVIRONMENTAL TRUST, DATED MARCH 25, 1988 FOR INGRESS AND EGRESS RECORDED APRIL 13, 1988, IN BOOK 4309, PAGE 346 OFFICIAL RECORDS OF SANTA CRUZ COUNTY INSTRUMENT NO. 020095 NO ASSURANCE IS MADE HEREUNDER AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT CONTINUED PAGE - 2 EXHiB1T ne'' Page - 1► EXCEPTIONS ESCROW NO. 9419706 ENE 10. THE TERMS, COVENANTS AND PROVISIONS, RELATIVE TO THE MATTERS STATEC HEREIN, OF AN AGREEMENT DATED , 1992 EXECUTED BY PELICAN TIMBER COMPANY, A CALIFORNIA GENERAL PARTNERSHIP AND ROGER A. BURCH, A MARRIED MAN RELATIVE TO ALLOCATION AND INDEMNITY CONCERNING EASEMENTS RECORDED DECEMBER 8, 1992 IN VOLUME 5164 PAGE 908 OFFICIAL RECORDS OF SANTA CRUZ COUNTY INSTRUMENT NO. 93009 11. AN EASEMENT AFFECTING THE PORTION OF SAID PROPERTY AND FOR THE PURPOSE STATED HEREIN, AND INCIDENTAL PURPOSES, AS GRANTED IN THE DEED _.. FROM PELICAN TIMBER COMPANY, A CALIFORNIA GENERAL PARTNERSHIP TO ROGER A. BURCH AND MICHELE M. BURCH, HUSBAND AND WIFE, AS COMMUNITY PROPERTY FOR A 40 FOOT RIGHT OF WAY RECORDED JULY 6, 1995 IN VOLUME 5695, PAGE 799 OFFICIAL RECORDS OF SANTA CRUZ COUNTY AFFECTS THE SOUTHERLY PORTION, REFERENCE TO SAID INSTRUMENT IS HEREBY MADE FOR FURTHER PARTICULARS NO ASSURANCE IS MADE HEREUNDER AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT 12 . THE TERMS, COVENANTS AND PROVISIONS, RELATIVE TO THE MATTERS STATEC HEREIN, OF AN AGREEMENT DATED AUGUST 9, 1996 EXECUTED BY COUNTY OF SANTA CRUZ, PETE PARKINSON/ PRINCIPAL PLANNER RELATIVE TO UNCONDITIONAL CERTIFICATE OF COMPLIANCE ANI FURTHERMORE, THIS CERTIFICATION OF COMPLIANCE SHALL NOT CONSTITUTE A DETERMINATION THAT SAID PARCEL IS BUILDABLE; OR IS ENTITLED TO A BUILDING PER MIT OR OTHER DEVELOPMENT APPROVAL WITHOUT 7 COMPLIANCE WITH THE PROVISIONS OF AIL OTHER SANTA CRUZ COUNTY ORDINANCES AND REGULATIONS RECORDED AUGUST 22, 1996 IN VOLUME 5895, PAGE 909 OFFICIAL RECORDS OF SANTA CRUZ COUNTY CONTINUED PAGE - 3 EXHIBI G, EXCEPTIONS ESCROW NO. 9419706 ENF NOTES A. NO TRANSFER OR AGREEMENTS TO TRANSFER THE PROPERTY DESCRIBED HEREIN APPEAR OF RECORD WITHIN TWENTY-FOUR MONTHS OF THE PATE OF THIS REPORT. TITLE OF THE VESTEE HEREIN WAS ACQUIRED BY INSTRUMENT GRANT DEED FROM : THE CHY COMPANY, A PARTNERSHIP COMPOSED OF , HERDIE C. SETZER, GARNER C. SETZER AND M. YVONNE ROLFE IN FAVOR OF PELICAN TIMBER COMPANY, A CALIFORNIA GENERAL PARTNERSHIP RECORDED JUNE 15, 1979, IN BOOK 3070, PAGE 4001 OFFICIAL RECORDS OF SANTA CRUZ COUNTY INSTRUMENT NO. 29540 B. LAST INSURED DATE JUNE 15, 1979 C. A THIRD AMENDED STATEMENT OF PARTNERSHIP PURSUANT TO THE UNIFORM PARTNERSHIP ACT, SECTIONS 15001 ET SEC. OF THE CORPORATIONS CODE OF THE STATE OF CALIFORNIA, DISCLOSING THE FOLLOWING TO BE PARTNERS CHARLES J. KEENAN, III, TRUSTEE OF THE KEENAN DECLARATION OF TRUST DATED DECEMBER 20, 1988, AND WOODLAND CORPORATION OF PELICAN TIMBER COMPANY RECORDED NOVEMBER 7, 1994 IN VOLUME 5594, PAGE 372 OFFICIAL RECORDS OF SANTA CRUZ COUNTY D. THE FOLLOWING APPEAR AS APPURTENANCES, OR APPEAR AS AN APPURTENANCE, TO THE HEREIN DESCRIBED LANDS, AND THE PRINCIPALS HERETO MAY REQUEST THAT THE SAME BE INCLUDED, WITHOUT LIABILITY TO THIS COMPANY, AS A PART OF THE DESCRIPTION IN ANY CONVEYANCE OR ENCUMBRANCE OF SAID LANDS: PARCEL THREE: RIGHTS CONTAINED IN THAT CERTAIN "GRANT AND RESERVATION OF EASEMENTS/GRANT AND RESERVATION OF PROFITS", EXECUTED BY THE CHY COMPANY AND PELICAN TIMBER COMPANY, RECORDED JUNE 15, 1979 IN BOOK 3070, PAGE 325, AND RE-RECORDED JULY 5, 1979, IN BOOK 3078, PAGE 560, OFFICIAL RECORDS, SANTA CRUZ COUNTY E. THE EASEMENT DESCRIBED IN THIS PRELIMINARY REPORT AS PARCEL TWO IS SHOWN HEREIN SOLELY FOR THE PURPOSE OF CONVEYANCING, AND NO INSURANCE WILL BE ISSUED UNTIL AN INSTRUMENT IS RECORDED THAT VALIDLY CREATES SAID EASEMENT. CONTINUED PAGE - 4 EXHIBIT Page,,,_�cof� EXCEPTIONS ESCROW NO. 9419706 ENF NOTES CONTINUED: F. THIS IS A TITLE ONLY ORDER, AND AS SUCH THIS OFFICE WILL NOT BE PERFORMING ANY ESCROW FUNCTIONS. FOR QUESTIONS PERTAINING TO YOUR ESCROW PLEASE CONTACT MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ADDRESS 330 DISTEL CIRCLE LOS ALTOS, CA 94022-1404 TELEPHONE NO. (415) 691-1200 ATTENTION L. CRAIG BRITTON, GENERAL MANAGER REFERENCE PELICAN TIMBER COMPANY TH:mp CONTINUED PAGE - 5 LXHlBIT Page Afof2v ESCROIV NO. 9419706 ENP EXHIBIT "A" The land referred to herein is described as follows: SITUATE IN THE COUNTY OF SANTA CRUZ, STATE OF CALIFORNIA AND DESCRIBED AS FOLLOWS: PARCEL ONE: BEING PART OF THE LANDS CONVEYED TO PELICAN TIMBER COMPANY BY DEED DATED MAY 17, 1979 AND RECORDED JUNE 15, 1979 IN BOOK 3070 OF OFFICIAL RECORDS AT PAGE 400, SANTA CRUZ COUNTY RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT: JT BEGINNING AT THE SOUTHEASTERN CORNER OF PARCEL "A", AS SAID PARCEL IS SHOWN ON THAT MAP ENTITLED "PARCEL MAP OF 200 +/— ACRE PART OF THE C.H.Y. COMPANY" FILED IN VOLUME 33 OF PARCEL MAPS AT PAGE 49, SANTA CRUZ COUNTY RECORDS. THENCE FROM SAID POINT OF BEGINNING, ALONG THE SOUTHERN BOUNDARY 01 SAID PARCEL "A", NORTH 740 31' WEST 267. 69 FEET TO A 1/2 INCH IRON PIPE TAGGED .LS 3666 AT AN ANGLE THEREIN, THENCE NORTH 53 52 ' 40" WEST 2214.86 FEET TO A 1/2 INCH IRON PIP E PE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 820 34 ' 40" WEST 1832 .50 FEET TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 81` 00 ' WEST 261. 41 FEET TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT AN - ANGLE THEREIN; THENCE NORTH 83. 29 ' WEST 662 .95 FEET TO A 1/2 INCH ' IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 860 011 : WEST 491. 00 FEET, MORE OR LESS, TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT THE SOUTHWESTERN CORNER OF SAID PARCEL "A" ON THE EASTERN BOUNDARY OF THE LANDS OF G. L. CRITTENDEN BY DEED RECORDED IN VOLUME 1844 OF OFFICIAL RECORDS AT PAGE 181, SANTA CRUZ COUNTY RECORDS; THENCE SOUTHERLY ALONG SAID EASTERN BOUNDARY OF THE LANDS OF CRITTENDEN, AS SHOWN ON THAT CERTAIN MAP FILED IN VOLUME 62 OF MAPS AT PAGE 66, SANTA CRUZ COUNTY RECORDS, SOUTH 2 ° 14 ' WEST 2741.8 FEET, MORE OR LESS, TO THE CENTER OF HIGHLAND WAY, A COUNTY ROAD, AS NOW TRAVELLED; THENCE LEAVING SAID EASTERN BOUNDARY OF CRITTENDEN, SOUTHEASTERLY, ALONG THE CENTER OF SAID ROAD, 4285 FEET MORE OR LESS, TO THE NORTHWESTERN CORNER OF THE LANDS CONVEYED TO QUIN H. HILL BY QUITCLAIM DEED RECORDED AUGUST 13, 1991 IN VOLUME 4882 OF OFFICIAL RECORDS AT PAGE 807, SANTA CRUZ COUNTY RECORDS; THENCE SOUTHEASTERLY, CONTINUING ALONG THE CENTERLINE OF SAID ROAD, ALONG THE NORTHERN- BOUNDARY OF SAID LANDS OF QUIN SOUTH 670 40 ' EAST 22.70 FEET TO AN ANGLE THEREIN; THENCE SOUTH 18° 58 ' EAST 143 . 00 FEET TO AN ANGLE THEREIN; THENCE- SOUTH 41° 15 ' EAST 554.97 FEET TO AN ANGLE THEREIN; THENCE SOUTH 320 03 ' EAST 285.76 FEET TO AN ANGLE THEREIN; THENCE SOUTH 720 07 ' EAST 108. 01 FEET TO AN ANGLF THEREIN; THENCE NORTH 650 51' EAST 153 .22 FEET TO AN ANGLE THEREIN; THENCE SOUTH 69° 53 ' EAST 162.87 FEET TO AN ANGLE THEREIN; THENCE SOUTH 43° 37 ' EAST 452 . 5 FEET TO AN ANGLE THEREIN; THENCE NORTH 890 50 ' EAST 203 . 17 FEET TO AN ANGLE THEREIN; THENCE SOUTH 630 47 ' EAST EXHIBIT. Page-7 of_...,...,, t ESCROW NO. 9419706 ENP EXHIBIT "A" PARCEL ONE CONTINUED: 86. 11 FEET, MORE OR LESS, TO A POINT ON THE EASTERN BOUNDARY OF THE SOQUEL AUGMENTATION RANCHO; THENCE NORTHERLY ALONG THE EASTERN BOUNDARY OF THE SOQUEL AUGMENTATION RANCHO, NORTH 2 . 280 EAST 4440.9 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL TWO: A 40 FOOT RIGHT OF WAY FOR INGRESS AND EGRESS OVER PARCEL A, AS SAID PARCEL AND RIGHT OF WAY ARE SHOWN AND DESIGNATED ON THAT CERTAIN PARCEL MAP FILED FOR RECORD AUGUST 23, 1979 IN VOLUME 33 OF- PARCEL MAPS, PAGE 49, SANTA CRUZ COUNTY RECORDS. APN: 098-141-10 098-141-11 EXHIBIT �e of 1�� FOR TAX PURPOSES ONLY SOQU£L AUGMENTATI❑N' RACH❑ Tax Area Code 98-14 M ASSESSOR IVIES HO fYUN/ U AS W MNP A=#V,C'"ASS M wn - UW1ffFMOnIM UX&HOT TOKIF/000U0E01 AWFO@RaMMftM POR. SECS. 3,4,9, & 10, T.10S., R.IE., M.D.B. & M. 79-000 % k 10 01 k 10 k 10 6ortiN - at•cc Y - Boundory AuymBnlol/on _ . ® TIMBER s� PRESERVE ZONE O Q 1 A TIMBER k 10 Z PRESERVE O1 s IO ® ZONE —T'T ..-----"7�'--- 4 Y A ♦W % C4 4\_ �` e `r/ 11 O1V10£ BETMEEN EAST ojgRrEx OF SOOI/£L CREEK B A/'TOStgEEK C� a ( -4 \ �P �o 33-PM-49 (3 TB-Bs-3s b 9-23-79 4-2r-BB OR REFERENCE ONLY I THIS IS NOT A SURVEY k 9 �d PLAT IS PROVIDED SOLELY FOR YOUR Ali) 17 18 ASSe550_"'s- Map No. 98-14 1 hTR:G IM LAND IN GENERAL RFSPEC"f TO STI:E!"5 Note - Assessor's Parcel Block & County of Santa Cruz, Calif. IA 61-HE.R PARCELS NO LIP.P,ILITY IS ASSUM D FOR Sept. 1953 w"'LOSSOCCURRL`7GBYREASON01:RELIAKETCER CN LOt Numbers Shown in Circles. r_ 0 - PROPERTY MANAGEMENT AGREEMENT This Property Management Agreement ("Agreement") is made on the day of , 1998 by and between Midpeninsula Regional Open Space District, a public agency ("District") and the Peninsula Open Space Trust, a California non-profit public benefit corporation ("POST"). WHEREAS, District has requested that POST take title to certain real property in Santa Cruz County (Santa Cruz Assessor's parcel number 98-141-10 and -11) as further described in Exhibit_A attached hereto and incorporated herein by this reference (the "Property") pursuant to that certain Real Estate Sales Agreement Sale by Exchange ("Sales Agreement") and that certain Transfer Agreement executed concurrently herewith, WHEREAS, the Property is adjacent to District land and District desires to acquire the Property in the future from POST under the terms set forth below, WHEREAS, POST desires that District immediately manage and assume all responsibility for the Property until such time as District or other public agency acquires the Property, NOW, THEREFORE, the parties agree as follows: 1. Management. District shall be responsible for management of the entire approximately 500 acre Property for that period of time from the date POST takes title to the Property until District or other public agency (or compatible private party) acquires title to the Property from POST pursuant to Section 6, below. District may install gate(s), appropriate signing, and fencing as necessary in the sole opinion of District and may undertake such other steps as District deems necessary or appropriate for the proper and safe management of the Property and to protect the Property's natural resources. The Property may be open for public access and use in a manner consistent with District policies and regulations applicable to District owned property. 2. Patrol. District shall patrol and manage the Property in a manner consistent with adjacent District holdings and District will endeavor to keep the Property in a safe and sanitary condition and to discourage deleterious or incompatible uses of the Property. District acknowledges that the Property has a history of deleterious and incompatible uses and will keep POST informed of the measures District will undertake, including regular periodic inspections, to discourage such uses on the Property during District's patrol and management. Should any trespass or other unauthorized use or activities occur upon the Property, District may exercise its authority to correct these matters including, where necessary, enforcing District regulations and ordinances on the Property. The Property shall be deemed to be property under the control of District for purposes of Public Resources Code Section 5558 and shall be deemed to be "District Lands" as defined in District ordinance No. 93-1. 1 EXHIBIT ., A of 3. ILegall ReSponsiblit and Indemnification. During the term of this Agreement, District shall have full legal responsibility for management, control and operation of the Property and the condition thereof and for all activities conducted thereon, and in this respect, except as otherwise set forth herein, District shall indemnify, defend and hold POST harmless from and against any and all claim or liability for any loss, cost, claim, demand, liability or expense, including attorney's fees, expenses and costs whatsoever occurring during the life of this Agreement in, on or about the Property arising out of any physical condition of the Property (including any contamination of the Property by any substance whatsoever whether or not such contamination could have been discovered in an environmental review of the Property), or of any negligent act, fault or omission by District with respect to District responsibilities as set out in this Agreement. POST agrees to indemnify, defend and hold harmless District and its agents, officers, officials, and employees against any and all claims or liability for injury or damage to persons or property arising out of or resulting from the negligent acts or fault of POST, or its agents, employees, officers or servants, in connection with the Property. In the event of concurrent negligence, each party will bear responsibility for its acts in proportion to its fault under the doctrine of comparative negligence. 4. Force and Effect of Agreement. This Agreement shall be of no force or effect unless and until POST takes title to the Property pursuant to the Sales Agreement. 5. POST's Acquisition of the ProlgM. District acknowledges and agrees that it will reimburse POST for all costs incurred in POST's acquisition of the Property pursuant to the Sales Agreement and Transfer Agreement, including, but not limited to, legal fees, inspections, escrow, closing, title insurance, and all documented costs resulting from ownership of the Property, including, but not limited to, liability insurance and, property management costs. Provided, however, that POST shall notify District in writing before incurring expenses exceeding $500 during any calendar year. 6. AcQuisition of the Propea from POST. District shall use its best efforts to acquire or cause a public agency (or suitable private party as determined by District) to acquire the Property from POST under mutually agreed terms within five years from the date of acquisition of the Property by POST. Notwithstanding the foregoing, District shall have the option under this Agreement to purchase the Property from POST for the sum of Five Thousand and No/100 Dollars ($5,000.00), which sum shall include, but not be limited to, any and all closing costs and fees (including Title Insurance if required by District). This option may be exercised only by District during the sixty (60) day period immediately following the five year anniversary date of Close of Escrow for acquisition of the Property by POST and shall lapse thereafter. At the time of conveyance of fee title to District or other public agency (or suitable private party) as provided herein, this Agreement shall terminate and be of no further force and effect. If District fails to acquire the Property from POST within the time periods specified in this Section, any obligation POST may have to sell, transfer or convey the Property to District will terminate and POST may sell, transfer or convey the Property to any third party and in any manner in which POST, in its sole and absolute discretion, deems appropriate. EXHIBIT 2 IN g 0 __2,-of e 7. Termination. This Agreement will terminate upon District or other public agency (or suitable private party) acquiring title from POST. Notwithstanding the foregoing, District's obligation to indemnify POST pursuant to Section 3 of this Agreement shall survive such termination and continue in full force and effect after such termination. 8. Miscellaneous Provisions. (a) Choice of Law. The internal laws of the State of California„regardless of any choice of law principles, shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. (b) Amendment and Waiver. The parties hereto may by mutual written agreement amend this Agreement in any respect. Any agreement on the part of any party for any amendment, extension or waiver must be in writing. (c) Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. (d) Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as follows: POST: Peninsula Open Space Trust 3000 Sand Hill Road Bldg. ##4, Suite 135 Menlo Park, CA 94025 Attn: Audrey C. Rust Executive Director TEL: (650) 854-7696 FAX: (650) 854-7703 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: L. Craig Britton General Manager TEL: (650) 691-1200 FAX: (650) 691-0485 EXHIBIT 3 Page O f"....,- �a If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. (e) Severa 'li t_y. If any of the provisions of this Agreement are held to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision of which is binding upon the parties, the parties agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to replace such void or unenforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. (f) Counternarts. This Agreement may be executed in separate counterparts, each of which shall be deemed as an original, and when executed separately g se aratel or together, shall constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. (g) Waives. No waiver of any term, provision or condition of the 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, provisions or condition or as a waiver of any other term, provision or condition of this Agreement. (h) Entire Agreement. This Agreement is intended by the parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understanding relating to the same subject matter. In the event of any conflict between this Agreement and the Sales Agreement, this Agreement shall govern. (i) Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. 0) Survival of Covenants. All covenants of District or POST which are expressly intended hereunder to be performed in whole or in part after the Closing, and all 4 Page -coy !J--� ' s representations and warranties by either party to the other, shall survive the Closing and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. (k) Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party. 0) Further Documents and Acts. Each of the parties hereto agrees to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions described and contemplated under this Agreement. (m) Binding on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. (n) Brokers and Finders. Each party to this Agreement warrants to the other that no person is entitled to, or may otherwise successfully assert any right to, a real estate commission, finder's fee, acquisition fee or other real estate brokerage-type compensation (collectively, "Real Estate Compensation") based upon the acts or omissions of the warranting party with respect to the transaction contemplated by this Agreement. Each party hereby agrees to indemnify, defend, protect and hold the other harmless from and against, and to reimburse the other for, any and all claims, causes of action, actions, suits, orders, proceedings, demands, obligations, damages, losses, costs, expenses (including, without limitation, attorneys' fees and costs) and liabilities resulting from any claim for Real Estate Compensation by any person based upon such acts or omissions. (o) Ex=ses. In the event of litigation or arbitration between the parties for a breach of this Agreement or to interpret this Agreement, the prevailing party will be entitled to recover court or arbitration costs and reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with the action or arbitration, including such costs and fees incurred because of any appeals. The prevailing party also shall be entitled to recover all such costs and fees that may be incurred in enforcing any judgment or award, and this provision shall not be merged into any judgment but shall survive any judgment. (p) ,Captions. Captions are provided herein for convenience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement, nor as evidence of the intention of the parties hereto. (q) Pronoun References. In this Agreement, if it be appropriate, the use of the singular shall include the plural, and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. 5 "b EXHIBIT 'age 06— r • (r) Arbitration of Disputes. If a dispute arises out of or relates to this Agreement, or the performance or breach thereof, the parties agree first to participate in non-binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to meditation, any remaining unresolved controversy or claim shall be settled by arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. Hearings shall be held in San Mateo County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. POST INITIAL: DISTRICT INITIAL: (s) Exhibits. All Exhibits referred to in this Agreement are incorporated into the Agreement in their entirety by reference. 6 sa eA • • IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers to be effective as of the date of final execution by District in accordance with the terms hereof. MIDPENINSULA REGIONAL OPEN PENINSULA OPEN SPACE TRUST, a SPACE District, a public agency California non-profit public benefit corporation By: By: L. Craig Britton, Audrey C. Rust, General Manager Executive Director ATTEST: Date District Clerk Date 7 EXHIBIT A EXHIBIT "A" PROPERTY MANAGEMENT AGREEMENT BETWEEN POST AND DISTRICT Page 1 of 2 SITUATE IN THE COUNTY OF SANTA CRUZ, STATE OF CALIFORNIA AND DESCRIBED AS FOLLOWS : PARCEL ONE: BEING PART OF THE LANDS CONVEYED TO PELICAN TIMBER COMPANY BY DEED DATED MAY 7 1 , 1979 AND RECORDED DUNE 15, 1979 IN BOOK 3070 OF OFFICIAL RECORDS AT PAGE 400, SA NTA CR UZ COU NTY Y RECO RDS AND BEI NG MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT: BEGINNING AT THE SOUTHEASTERN CORNER OF PARCEL "A", AS SAID PARCEL IS SHOWN ON THAT MAP ENTITLED "PARCEL MAP OF 200 +/- ACRE PART OF THE C.H.Y. COMPANY" FILED IN VOLUME 33 OF PARCEL MAPS AT PAGE 49, SANTA CRUZ COUNTY RECORDS. THENCE FROM SAID POINT OF BEGINNING, ALONG THE SOUTHERN BOUNDARY .OF SAID PARCEL "A", NORTH 74° 31' WEST 267. 69 FEET TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 53° 52 ' 40" WEST 2214. 86 FEET TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 820 34 ' 40" WEST 1832.50 FEET TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 81` 00 ' WEST 261. 41 FEET TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 83 . 29 ' WEST 662.95 FEET TO A 1/2 INCH ' IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 86' 01 ' : WEST 491. 00 FEET, MORE OR LESS, TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT THE SOUTHWESTERN CORNER OF SAID PARCEL "A" ON- THE EASTERN BOUNDARY OF THE LANDS OF G. L. CRITTENDEN BY DEED RECORDED IN VOLUME 1844 OF OFFICIAL RECORDS AT PAGE 181, SANTA CRUZ COUNTY RECORDS; THENCE SOUTHERLY ALONG SAID EASTERN BOUNDARY OF THE LANDS OF CRITTENDEN, AS SHOWN ON THAT CERTAIN MAP FILED IN VOLUME 62 OF MAPS AT PAGE 66, SANTA CRUZ COUNTY RECORDS, SOUTH 2 ° 14 ' WEST 2741.8 FEET, MORE OR LESS, TO THE CENTER OF HIGHLAND WAY, A COUNTY ROAD, AS NOW TRAVELLED; THENCE LEAVING SAID EASTERN BOUNDARY OF CRITTENDEN, SOUTHEASTERLY, ALONG THE CENTER OF SAID ROAD, 4285 FEE' MORE OR LESS, TO THE NORTHWESTERN CORNER OF THE LANDS CONVEYED TO QUIN H. HILL BY QUITCLAIM DEED RECORDED AUGUST 13, 1991 IN VOLUME 4882 OF OFFICIAL RECORDS AT PAGE 807, SANTA CRUZ COUNTY RECORDS; THENCE SOUTHEASTERLY, CONTINUING ALONG THE CENTERLINE OF SAID ROAD; ALONG THE NORTHERN BOUNDARY OF SAID LANDS OF QUIN SOUTH 67' 40' EAST 22.70 FEET TO AN ANGLE THEREIN; THENCE SOUTH 180 58 ' EAST 143 . 00 FEET TO AN ANGLE THEREIN; THENCE- SOUTH 41. 15 ' EAST 554.97 FEET TO AN ANGLE THEREIN; THENCE SOUTH 32 ° 03 ' EAST 285.76 FEET TO AN ANGLE THEREIN; THENCE SOUTH 720 07 ' EAST 108.01 FEET TO AN ANGLE THEREIN; THENCE NORTH 650 51 ' EAST 153 .22 FEET TO AN ANGLE THEREIN; THENCE SOUTH 690 53 ' EAST 162 . 87 FEET TO AN ANGLE THEREIN; THENCE SOUTH 43 ' 37 ' EAST 452 . 5 FEET TO AN ANGLE THEREIN; THENCE NORTH 89 ' 50 ' EAST 203 . 17 FEET TO AN ANGLE THEREIN; THENCE SOUTH 63 . 47 ' EAS'1 HIBIT -_&of r EXHIBIT "A" PROPERTY MANAGEMENT AGREEMENT BETWEEN POST AND DISTRICT Page 2 of 2 PARCEL ONE CONTINUED: I 86. 11 FEET, MORE OR LESS, TO A POINT ON THE EASTERN BOUNDARY OF THE SOQUEL AUGMENTATION RANCHO; THENCE NORTHERLY ALONG THE EASTERN BOUNDARY OF THE SOQUEL AUGMENTATION RANCHO, NORTH 2 - 280 EAST 4440.9 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL TWO: A 40 FOOT RIGHT OF WAY FOR INGRESS AND EGRESS OVER PARCEL A, AS SAID PARCEL AND RIGHT OF WAY ARE SHOWN AND DESIGNATED ON THAT CERTAIN PARCEL MAP FILED FOR RECORD AUGUST 23, 1979 IN VOLUME 33 -0r PARCEL MAPS, PAGE 49, SANTA CRUZ COUNTY RECORDS. APN: 098-141-10 098-141-11 i EXHIBIT Page -9-of TRANSFER AGREEMENT This Transfer Agreement ("Agreement") is made on the day of 1998 by and between Midpeninsula Regional Open Space District, a public agency ("District") and Peninsula Open Space Trust, a California non-profit public benefit corporation ("POST"). WHEREAS, on or about June 22, 1995 POST acquired the so-called Corte Madera property (San Mateo County assessor's parcel numbers 076-350-150 and 076-350-240) as depicted on the map labelled Exhibits and as further described in Exhibit 11 as attached hereto and incorporated herein by this reference (the "Property"), WHEREAS, POST purchased the approximately 204-acre Property to preserve the vast majority as an addition to District's Windy Hill Open Space Preserve, WHEREAS, in an attempt to recoup a portion of the amounts paid to acquire the Property, POST is creating, through lot line adjustments, two previously improved sites on the Property: one containing approximately 7.5 acres which POST anticipates selling to Mr. Norio Sugano ("Sugano") as further described in Exhibit III as attached hereto and incorporated herein by this reference (the "Lauriston Estate Parcel"), and another of approximately 23 acres which POST anticipates selling to Donald Kirk McKinney and Rebecca McDaniel McKinney, Trustees of the McKinney Family Trust, U/D/T dated June 2, 1986 (the "McKinneys") as further described in Exhibit IV as attached hereto and incorporated herein by this reference (the "Patricia's Homesite Parcel"), WHEREAS, District wishes to acquire the remaining portion of the Property as further described in Exhibit V as attached hereto and incorporated herein by this reference (the "Open Space Parcel") and District will acquire the Open Space Parcel pursuant to a Real Estate Sales Agreement - Sale by Exchange ("Sales Agreement") to be executed concurrently with this Agreement whereby POST would transfer the Open Space Parcel to District and POST would receive property in Santa Cruz County in exchange, WHEREAS, the parties wish to provide for their rights and obligations in the event the conditions precedent of the Sales Agreement are not satisfied or the parties are otherwise unable to complete the transactions called for in the Real Estate Sales Agreement - Sale by Exchange, WHEREAS, POST is willing to transfer the Open Space Parcel to District pursuant to the terms and conditions set forth below. 1 EXH19QT • t NOW, THEREFORE, the parties agree as follows: 1. Transfe . POST shall transfer the Open Space Parcel to District and District will cooperate with all actions necessary to complete the transfer of the Open Space Parcel in accordance with the timing are conditions required to satisfy Sections 2 and 3 hereinbelow as determined by POST (the "Closing Date"). 2. Terms of Sugano Acquisition. POST's obligation to transfer the Open Space Parcel to District is conditioned upon POST's creation of the Lauriston Estate Parcel. POST contemplates transfer of the Lauriston Estate Parcel to Sugano prior to the Closing Date or simultaneously therewith. District agrees to cooperate with and to take all actions necessary to assist POST in fulfilling POST's obligations under the terms of the agreements between POST and Sugano. POST will provide or has provided District with copies of all documents and agreements related to the transfer of the Lauriston Estate Parcel. 3. Terms of the McKinneys Acquisition. POST's obligation to transfer the Open Space Parcel to District is conditioned upon POST's creation of the Patricia's Homesite Parcel. POST contemplates transfer of the Patricia's Homesite Parcel to the McKinneys prior to the Closing Date or simultaneously therewith. District agrees to cooperate with and to take all actions necessary to assist POST in fulfilling POST's obligations under the terms of the agreements between POST and the McKinneys. POST will provide or has provided District with copies of all documents and agreements related to the transfer of the Patricia's Homesite Parcel. 4. .Reimbursement of POST's Costs by District. On or before the Closing Date, District acknowledges and agrees that it shall pay to POST the amount of Seventy Nine Thousand Five Hundred Dollars ($79,500) to cover all costs POST incurred in transferring the Open Space Parcel to District pursuant to this Agreement and the Sales Agreement, including, but not limited to, legal fees, inspections, engineering costs, negotiations, holding costs, escrow, closing and title insurance. District shall pay the foregoing amount to POST notwithstanding POST's actual use of such amount for other purposes. 5. Rights and Liabilities of the Parties in the Event of Termination. In the event this Agreement is terminated and escrow is canceled for any reason, all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. Upon any such termination of escrow, all parties hereto shall be jointly and severally liable to Title Company (as that term is defined in the Sales Agreement) for payment of its title and escrow cancellation charges (subject to rights of subrogation against an whose fault may have caused such s ( Jg g YP�Y Y termination of escrow), and each party expressly reserves any other rights and remedies which it may have against any other party by reason of a wrongful termination or failure to close escrow. 2 EXHISIT Ew -,z of 6. Failure of Exchange under Sales Agreement. Any failure of the Sales Agreement, whether due to the parties inability to complete or execute the Sales Agreement or to carry out its terms, shall = be considered a termination or cause to cancel escrow under this Agreement and this Agreement shall remain in full force and effect. Any failure of the parties to complete the conveyances pursuant to the Sales Agreement will not impact, cancel or interfere with POST's transfer of the Property pursuant to this Agreement by the Closing Date. In the event the Sales Agreement fails and the parties are thereby unable to establish and close escrow of the Open Space Parcel pursuant to the terms of the Sales Agreement, District and POST agree to establish and close escrow pursuant to the "Escrow" provision attached hereto as Exhibit VI and incorporated herein by this reference and POST will be deemed to have made a gift to the District of the value of the Open Space Parcel in excess of the amount specified in Section 4, above. 7. Donor Recognition. District understands, agrees and accepts that POST is planning to use the Property after the transfer of the Property to District to recognize individuals or entities that have provided major support to land conservation in our area. Such recognition may include, but is not limited to, signs, plaques, "gateways," or benches placed at strategic entrances, trailheads, or other locations on the Property, such as, but not limited to, the entrance to Hamms Gulch Trial near Alpine Road and the open meadow adjacent to the Lauriston Estate Parcel. POST acknowledges that the District does not invite the proliferation of such features to recognize donors. Therefore, District agrees to take all actions it deems necessaryand appropriate to facilitate the placement of such features to recognize donors P g POST shall obtained the District's prior approval to the placement of such features to recognize donors. District reserves the right to approve or disapprove such requests, which approval shall not be unreasonably withheld. Any and all costs related to the placement of such features shall be borne by POST. 8. POST's Representations and Warranties. For the purpose of consummating the sale and purchase of the Property in accordance herewith, POST makes the following representations and warranties to District, which shall survive close of escrow, each of which is material and is being relied upon by District. (a) Authority. POST has the full right, power and authority to enter into this Agreement and to perform the transactions contemplated hereunder. (b) Valid and Binding Agreements. This Agreement and all other documents delivered by POST to District now or at the Closing have been or will be duly authorized and executed and delivered by POST and are legal, valid and binding obligations of POST sufficient to convey to District the Open Space Parcel described therein, and are enforceable in accordance with their respective terms and do not violate any provisions of any agreement to which POST is a party or by which POST may be bound or any articles, bylaws or corporate resolutions of POST. 3 EXHIBIT Facts—3:0 Z��` �i (c) Leases or Occupancy of Premises. POST warrants that there exist no oral or written leases or rental agreements affecting all or any portion of the Subject Property. POST further warrants and agrees to hold District free and harmless and to reimburse District for any and all costs, liability, loss, damage or expense, including costs for legal services, occasioned by reason of any such lease or rental agreement of the Property being acquired by District, including, but not limited to, claims for relocation benefits and/or payments pursuant to California Government Code Section 7260 eY seq. POST understands and agrees that the provisions of this paragraph shall survive the close of escrow and recordation of any Grant Deed(s). 9. Waiver of Sta_tutorv, Compensation. POST and District understand and agree that POST may be entitled to receive the fair market value of the Open Space Parcel described in Exhibit V, 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 N of the Surface Transportation and Uniform Relocation Assistance Act of 1987 (101 Statutes, 246-256), and California Government Code Section 7267, and following. POST hereby waives any and all existing and/or future rights seller may have to the fair market value of said Property, as provided for by said Federal Law and any corresponding California Government Code Sections. 10. Miscellaneous Provisions. (a) Choice of Law. The internal laws of the State of California, regardless of any choice of law principles, shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. (b) Amendment and Waiver. The parties hereto may by mutual written agreement amend this Agreement in any respect. Any agreement on the part of any party for any amendment, extension or waiver must be in writing. (c) Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. (d) dices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement (or an Exhibit hereto), each such � P� g Y communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission 4 EXHIBIT C of� by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as follows: POST: Peninsula Open Space Trust 3000 Sand Hill Road Bldg. #4, Suite 135 Menlo Park, CA 94025 Attn: Audrey C. Rust Executive Director TEL: (650) 854-7696 FAX: (650) 854-7703 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: L. Craig Britton General Manager TEL: (650) 691-1200 FAX: (650) 691-0485 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. (e) Severabllity. If any of the provisions of this Agreement are held to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision of which is binding upon the parties, the parties agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to replace such void or unenforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. (f) Count=arts. This Agreement may be executed in separate counterparts, each of which shall be deemed as an original, and when executed, separately or together, shall constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. 5 EXHIBIT �:y -o f� No waiver of an r(g) Waiver y term, provision p s o o condition of the 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, provisions or condition or as a waiver of any other term, provision or condition of this Agreement. (h) Entire Agreement. This Agreement is intended by the parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understanding relating to the same subject matter. In the event of any conflict between this Agreement and the Exchange Agreement, this Agreement shall govern. (i) Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. 0) Survival of Covenants. All covenants of District or POST which are expressly intended hereunder to be performed in whole or in part after the Closing, and all representations and warranties by either party to the other, shall survive the Closing and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. (k) Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party. (1) Further Documents and Acts. Each of the parties hereto agrees to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions described and contemplated under this Agreement. (m) Binding on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. (n) Brokers and Finders. Each party to this Agreement warrants to the other that no person is entitled to, or may otherwise successfully assert any right to, a real estate commission, finder's fee, acquisition fee or other real estate brokerage-type compensation (collectively, "Real Estate Compensation") based upon the acts or omissions of the warranting party with respect to the transaction contemplated by this Agreement. Each party hereby agrees to indemnify, defend, protect and hold the other harmless from and against, and to reimburse the other for, any and claims, causes of action, actions, suits, orders, proceedings, demands, obligations, damages, losses, costs, expenses (including, without limitation attorneys' fees and costs and liabilities resulting from an claim for Real Estate Y ) g Y Compensation by any person based upon such acts or omissions. 6 �3� of (o) Expenses. In the event of litigation or arbitration between the parties for a breach of this Agreement or to interpret this Agreement, the prevailing party will be entitled to recover court or arbitration costs and reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with the action or arbitration, including such costs and fees incurred because of any appeals. The prevailing party also shall be entitled to recover all such costs and fees that may be incurred in enforcing any judgment or award, and this provision shall not be merged into any judgment but shall survive any judgment. (p) Captions. Captions are provided herein for convenience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement, nor as evidence of the intention of the parties hereto. (q) Pronoun References. In this Agreement, if it be appropriate, the use of the singular shall include the plural, and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. (r) Arbitration of Disputes. If a dispute arises out of or relates to this Agreement, or the performance or breach thereof, the parties agree first to participate in non-binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to meditation, any remaining unresolved controversy or claim shall be settled by arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. Hearings shall be held in San Mateo County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. 7 of." WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. POST INITIAL: DISTRICT INITIAL: (s) Exhibits. All Exhibits referred to in this Agreement are incbrporated into the Agreement in their entirety by reference. !il IlI I/r /!I 8 EXHIBIT 0f! ; IN VMNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers to be effective as of the date of final execution by District in accordance with the terms hereof. DISTRICT POST MIDPENINSILA REGIONAL OPEN PENINSULA OPEN SPACE TRUST, a SPACE DISTRICT, a public agency California non-profit public benefit corporation ACCEPTED FOR RECOMMENDATIO By: Michael C. Williams, Audrey C. Rust, Real Property Representative Executive Director APPROVED AS TO FORM: Date: Sue Schectman, District Counsel RECOMMENDED FOR APPROVAL: L. Craig Britton General Manager APPROVED AND ACCEPTED: President, Board of Directors ATTEST: District Clerk Date: 9 EXHIBIT Pa"'n --rof SC HEM II. - OF EXHIBITS Exhibit I Map Depicting the Location of the Property, the Lauriston Estate Parcel, the Patricia's Homesite Parcel and the Open Space Parcel Exhibit 11 Description of the Property Exhibit III Description of the Lauriston Estate Parcel Exhibit IV Description of the Patricia's Homesite Parcel Exhibit.y Description of the Open Space Parcel Exhibit VI Alternative Escrow Instructions 10 EXHIBIT Pa32-La of� • WINDY HIL.- OPEN SPACE " RESERVE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT .......... N X xfi amp �fmh,xp-pp,=M m 11 iwx ........ ...... w .Mg Wal g- gig"; 0�11m !?R f"e.. N, m Z .......... .......... • gP g S gif wlm ' INPATRICIAS HOMESITE PARCEL" (Y 23 Ar- wgg'x E "LAURIS TON ESTATE PARCEL" RANCWLAURIS TO 4 7.5 AC. ROAD JUNCTION m ............. .fl. . ZA PROPOSED ACQUISITIONJr OPEN SPACE PARCEL" M 173.5 AC. . .......... J. .77 ii Tgoo 1 0401 0 '(WH 77 ........... X. M ,. W N . mNS• .'N. gi� SkWHM &N . ... ..... EXHIBIT 1: MAP -TRANSFER AGREEMENT BETWEEN POST AND MROSD postal MTN TOTAL PROPERTY AREA - 204 ACRES 0.0 .1 .2 .3 .4 .5 .6 .7 .8 .9 1.0 E-ItH i ifilo I T pa /f of. One Mile EXHIBIT H to the Transfer Agreement Between POST and DISTRICT the"Property" Page 1 of 2 i All that certain real property situate in the TOWN OF PORTOLA VALLEY, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, described as follows: BEING a portion of the lands conveyed by Deed recorded in Volume 44.16 of Deeds at page 452 to 465 to Corte Madera, a partnership, more particularly described as follows: i 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 330 55' 25" West 505.26 feet, North 140 25' 25" West 1,128.68 feet, North 50 04' 35" East 621.90 feet, North 370 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 350 57' 10" East 1,135.00 feet; thence North 51° 12' 10" East 1,770 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 Ha nms 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 810 35' 00" West 174.90 feet, South 85° 45' 00" West 123.42 feet, North 67° 29' 00" West 154.44 feet, North 860 14' 00" West 91.08 feet; thence along said Northerly boundary and down Hamms Gulch the following courses and distances; South 860 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 000 10' 00" West 128.04 feet, South 180 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 03° 23' 00" West 103.62 feet, South 42° 37' 00" East 142.56 feet, South 130 59' 00" East 124.08, South 540 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 41' 23' 00" East 55.00 feet, South 660 53' 00" East 75.00, South 860 13' 00" East 150.50 feet, South 220 53' 00" East 88.00 feet, South 470 53' 00" East 63.11 feet, South 77' 13' 00" West 733.75 feet, South 210 50' 00" West 33.04 feet, South 35° 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 420 30' 00" West 1,740 feet, more or less, to a point which bears South 55° East 820.00 feet, and South 570 East 910.00 feet from the Page / awof�. EMIBIT II Page 2 of 2 most Northerly comer of Parcel C, as said point is shown on the aforesaid referenced parcel Map recorded in Volume 13 of Parcel Maps at page 19; thence North 57* West 910.00 feet and North 55* West 820.00 feet to the aforesaid most Northerly comer 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 380 19' 30"-West 177.54 feet, South 220 42' 05" West 143.56 feet, South 400 08' 25" West 166.57 feet, South 000 57' 15" West 139.80 feet, South 33* 56' 35" West 177.53 feet, South 12* 36' 00" East 105.49 feet, South 55* 12' 06" East 106.17 feet, South 85* 10' 10" East 149.62 feet, South 380 24' 35" East 109.06 feet, South 160 31' 20" 147.72 feet, South 340 49' 45" East 61.66 feet, South 710 49' 50" East 86.79 feet, South 870 04' 05" East 106.70 feet, South 59* 42' 03" East 662.77 feet, South 05* 25' 23" East 270.58 feet to the point of beginning. A.P. No.: 076-350-150 JPN 076 035 350 15 076-350-240 076 035 350 16 EXHIBIT Page ZLOf EXHIBIT III to the Transfer Agreement Between POST and DISTRICT "r the "Lauriston Estate Parcel" All that certain real property situate in the TOWN OF PORTOLA VALLEY, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, lying entirely within Parcel 1 as described in the deed dated December 17, 1979 from Corte Madera Limited Partnership to Peninsula Open Space Trust dated and recorded in Reel 7923 at Image 1628, San Mateo County Records. described as follows: Beginning at a point distant North 66° 42' 07" East, 2267.82 feet from a point on the Southerly line of said deed, said point being the most Easterly corner of Parcel A as shown on that certain Parcel Map entitled "Parcel Map - Being a Resubdivision of a Portion of the El Corte Madera Rancho", recorded in Volume 13 of Parcel Maps at Page 19, San Mateo County Records, said point being also distant South 52° 24' 07" West, 3552.11 feet from the Southerly terminus of that certain centerline course of Willowbrook Drive shown as North 4° 26' 56" West, 532.92 feet on the map of"Tract No. 799 - Willowbrook No. 3", recorded in Volume 55 of Maps at Page 28, San Mateo County Records (the bearing of said centerline course being taken as North 4° 40' 00" for purposes of this description): _ thence along the following courses: North 1° 43' 24" East, 64.74 feet; North 13° 2 F 19" East, 50.82 feet; North 0° 32' 12" West, 43.53 feet to a point of curvature: along the arc of a tangent curve to the left with a radius of 150.00 feet, through a central angle of 39° 13' 35" West, an arc distance of 102.69 feet, North 390 45' 48" West, 55.70 feet; North 45° 20' 01" 23.46 feet to a point of curvature, along the arc of a tangent curve to the left with a radius of 65.00 feet, through a central angle of 89° 52'48", an arc distance of 101.97 feet, South 44° 47' 10" West, 46.27 feet; South 60° 40' 36" West, 109.21 feet to a point of curvature; along the arc of a tangent curve to the right with a radius of 45.00 feet, through a central angle of 73° 46' 14", an arc distance of 57.94 feet; North 45* 33' 10" West, 76.84 feet, North 49° 48' 06" West, 42.04 feet; North 27° 35' 13" East, 84.71 feet, North 32° 03' 56" East, 178.92 feet; North 24° 36' 59" East, 292.80 feet; North 450 33' 33" East, 150.05 feet; North 73° 31' 15" East, 155.70 feet; North 79° 03' 56" East, 188.46 feet; North 860 47' 58" East, 137.89 feet; South 89° 01' 04" East, 152.18 feet; South 74° 23' 54" East, 115.70 feet; South 44° 14' 08" East, 105.66 feet; South 14° 41' 51" East, 144.88 feet; South 11° 14' 57" East, 139.25 feet; South 18° 26' 50" Easi, 139.48 feet; South 23° 27' 1 V East, 159.69 feet; South 28° 43' 23" East, 113.93 feet; South 14° 25' 34" West, 111.08 feet; South 51* 12' 51" West, 138.95 feet; South 76° 29' 38" West, 211.18 feet; South 87° 33' 24" West, 407.02 feet; North 82° 42' 51" West, 218.93 feet to the point of Beginning. Containing 23.066 Acres, more or less EXHIBIT Page r/ it-of I EXHIBIT IV to the Transfer Agreement Between POST and DISTRICT the"Patricia's Homesite Parcel" All that certain real property situate in the Town of Portola Valley, County of San Mateo, State of California being more particularly described as follows: Being a portion of the land conveyed to Peninsula Open Space Trust, a California non-profit public benefit corporation, recorded June 22, 1995, as Document No. 95063586, more particularly described as follows: BEGINNING at a point on the Northerly line of Parcel A as shown on that map entitled, "PARCEL MAP, BEING A RESUBDIVISION OF PORTION OF EL CORTE MADRE RANCHO", recorded August 2, 1971 in Volume 13 of Parcel Maps at Page 19, San Mateo County Records, said point being distant North 7')* 50' 00" West, 589.82 feet from the most Easterly comer of Parcel A; thence North 460 411 20" West, 564.63 feet; thence North 10* 37' 25" East, 255.02 feet, thence North 70* 01' 45" West, 64.57 feet; thence South 360 05' 30" West, 998.80 feet; thence South 20*49' 11" West, 232.12 feet, thence South 14* 4842" East, 189.51 feet, thence South 200 20' 28" East, 265.37- feet; thence South 660 05' 00" East, 368.60 feet, thence North 86' 45' 18" East, 221.16 feet to a point on the Southwesterly line of Parcel B as shown on the aforesaid map; thence along said Southwesterly line North 590 42' 03" West, 86.29 feet to the most Southerly common comer of Parcel A and Parcel B-, thence along the line of Parcel A the following courses: North 870 04' 05" West, 106.70 feet; North 71'49' 50" West, 86.79 feet; North 340 49' 45" West, 61.66 feet; North 16' 3 1' 20" East, 147.72 feet; North 380 2435" West, 109.06 feet-, North 85* 10' 10" West, 149.62 feet, North 55* 12' 06" West, 106.17 feet; North 12* 3)6' 00" West, 105.49 feet; North 330 5635" East, 177.53 feet-, North 00 57' 15" East, 139.80 feet-, North 400 08' 25" East, 166.57 feet; North 220 42' 05" East, 143.56 feet; North 38' 19' 30" East, 177.54 feet, South 610 45' 00" East, 491.91 feet, and South 7')0 50' 00" East, 180.18 feet to the point of beginning. Containing 7.500 Acres, more or less EXHISiT 4F Page 0, EXHIBIT V to the Transfer Agreement Between POST and DISTRICT the "Open Space Parcel" Pagel of All that certain real property situate in the TOWN OF PORTOLA VALLEY, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, described as follows 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 330 55' 25" West 505.26 feet, North 14- 25' 25" West 1,128.68 feet, North 50 04' 35" East 621.90 feet, North 370 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 comer 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 1,770 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" West 154.44 feet, North 860 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 850 45' 00" East 123.42 feet, South 810 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 000 10' 00" West 128.04 feet, South 180 16' 00" East 168.30 feet, South 220 32' 00" East 92.64 feet, South 140 10' 00" West 137.28 feet, South 050 37' 00" East 80.52 feet, South 030 23' 00" West 103.62 feet, South 42* 37' 00" East 142.56 feet, South 130 59' 00" East 124.08, South 540 41' 00" East 32.34 feet, South 080 36' 00" East 150.48 feet, South 510 36' 00" East 124.74 feet, South 210 02, 00" East 196.68 feet, South 220 53' 00" West 81.95 feet, South 410 23' 00" East 55.00 feet, South 66* 53' 00" East 75.00, South 860 13' 00" East 150.50 feet, South 220 53' 00" East 88.00 feet, South 470 53' 00" East 63.11 feet, South 77' 13' 00" West 733-75 feet, South 210 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 420 30' 00" West 1,740 feet, more or less, to a point which bears South 55' East 820.00 feet, and South 570 East 910.00 feet from the EXHIBIT Page of t EXHIBIT V Page 2 of 3 most Northerlycorner of Parcel C as said point is shown on h po the aforesaid referenced parc el . P Map recorded in Volume 13 of Parcel Maps at page 19; thence North 57° West 910.00 feet and North 55° West 820.00 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 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 000 57' 15" West 139.80 feet, South 330 56' 35" West 177.53 feet, South 120 36' 00" East 105.49 feet, South 55° 12' 06" Fast 106.17 feet, South 850 10, 10" East 149.62 feet, South 380 24' 35" East 109.06 feet, South 160 31' 20" 147.72 feet, South 340 49' 45" East 61.66 feet, South 710 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' 23" East 270.58 feet to the point of beginning. EXCEPTING THEREFROM: BEGINNING at a point on the Northerly line of Parcel A as shown on that map entitled, "PARCEL MAP, BEING A RESUBDIVISION OF PORTION OF EL CORTE MADERA RANCHO", recorded August 2, 1971 in Volume 13 of Parcel Maps at Page 19, San Mateo County Records, said point being distant North 730 50, 00" West, 589.82 feet from the most Easterly corner of Parcel A; thence North 460 41' 20" West, 564.63 feet; thence North 100 37' 25" East, 255.02 feet; thence North 70° 01' 45" West 64.57 feet; thence South 360 05' 30" West, 998.80 feet; thence South 20° 49' 11" West, 232.12 feet; thence South 140 48' 42" East, 189.51 feet; thence South 20° 20' 28" East, 265.37 feet; thence South 660 05' 00" East, 368.60 feet; thence North 860 45' 18" East, 221.16 feet to a point on the Southwesterly line of Parcel B as shown on the aforesaid map; thence along said Southwesterly line North 59° 42' 03" West, 86.29 feet to the most Southerly common corner of Parcel A and Parcel B; thence along the line of Parcel A the following courses: North 87° 04' 05" West, 106.70 feet; North 71° 49' 50" West, 86.79 feet; North 340 49' 45" West, 61.66 feet; North 160 31' 20" East, 147.72 feet; North 380 24' 35" West, 109.06 feet; North 85° 10' 10" West, 149.62 feet; North 550 12' 06" West, 106.17 feet; North 12° 36' 00" West, 105.49 feet; North 33° 56' 35" East, 177.53 feet; North 00 57' 15" East, 139.80 feet; North 400 08' 25" East, 166.57 feet; North 220 42' 05" East, 143.56 feet; North 380 19' 30" East, 177.54 feet; South 61° 45' 00" East, 491.91 feet; and South 73° 50' 00" East, 180.18 feet to the point of beginning. FURTHER EXCEPTING THEREFROM: BEGINNING at a point distant North 660 42' 07" East, 2267.82 feet from a point on the Southerly line of said deed, said point being the most Easterly corner of Parcel A as shown on that certain Parcel Map entitled "Parcel Map - Being a Resubdivision of a Portion of the El Corte Madera Rancho", recorded in Volume 13 of Parc EXHIBIT lirw page a#� EXHIBIT V Page 3 of 3 maps at Page 19, San Mateo County Records, said point being also distant South 52° 24, 07" West, 3552.11 feet from the Southerly terminus of that certain centerline course of Willowbrook Drive shown as North 4 26 56 West, 532.92 feet on the map of Tract No. 799 - Willowbrook No. 3", recorded in Volume 55 of Maps at Page 28, San Mateo County Records (the bering of said centerline course being taken as North 4° 40' 00" for purposes of this description): Thence along S the following courses: North 10 43' 24" East, 64.74 feet; North 13' 21' 19" East, 50.82 feet; North 00 32' 12" East, 43.53 feet to a point of curvature: along the arc of tangent curve to the left with a radius of 150.00 feet, through a central angle of 390 13' 35", an arc distance of 102.69 feet; North 39° 45' 48" West, 55.70 feet; North 45° 20' 01" West, 23.46 feet to a point of curvature; along the arc of a tangent curve to the left with a radius of 65.00 feet, through a central angle of 89° 52' 48", an arc distance of 101.97 feet; South 44° 47' 10" West, 46.27 feet; South 60° 40' 36" West, 109.21 feet to a point of curvature; along the arc of tangent curve to the right with a radius of 45.00 feet, through a central angle of 73° 46' 14", an arc distance of 57.94 feet; North 45° 33' 10" West, 76.84 feet; North 49° 48' 06" West, 42.04 feet; North 27° 35' 13" East, 84.71 feet; North 32° 03' 56" East, 178.92 feet; North 240 36' 59" East, 292.80 feet; North 450 33' 33" East, 150.05 feet; North 730 31' 15" East, 155.70 feet; North 79° 03' 56" East, 188.46 feet; North 86° 47' 58" East, 137.89 feet; South 890 01' 04" East, 152.18 feet; South 74° 23' 54" East, 115.70 feet; South 44° 14' 08" East, 105.66 feet; South 140 41' 51" East, 144.88 feet; South 11° 14' 57" East, 139.25 feet; South 18° 26' 50" East, 139.48 feet; South 23° 27' 11" East, 159.69 feet; South 28' 43' 23" East, 113.93 feet; South 14° 25' 34" West, 111.08 feet; South 51° 12' 51" West, 138.95 feet; South 760 29' 3 8" West, 2 11.18 feet; South 870 33' 24" West, 407.02 feet; and North 820 42' 51" West, 218.93 feet to the point of Beginning. A.P. No.: 076-350-150 JPN 076 035 350 15 Ptn. A 076-350-240 076 035 350 16 Ptn. A EXHIBIT Page 1�of� I EXHIBIT VI (Page I of 2) TRANSFER AGREEMENT BETWEEN POST AND DISTRICT ALTERNATIVE ESCROW wmucnoNs Escro No later than one week prior to the Closing Date, Escrow shall be opened at First American Title Insurance Company, 555 Marshall Street, Redwood City, CA 94063, (650) 367-9050 or other title company acceptable to District and POST (hereinafter "Escrow Holder)through which the transfer of the District Property shall be consummated. A fully executed copy of this Agreement shall be deposited with Escrow Holder to serve as escrow instructions to Escrow Holder; provided that the parties shall execute such additional supplementary or customary escrow instructions as Escrow Holder may reasonably require. This Agreement may be amended or supplemented by explicit additional escrow instructions signed by the parties, but the printed portion of such escrow instructions shall not supersede any inconsistent provisions contained herein. Escrow Holder is hereby appointed and instructed to deliver, pursuant to the terms of this Agreement, the documents and monies to be deposited into the escrow as herein provided, with the following terms and conditions to apply to said escrow: (a) The time provided for in the escrow for the close thereof shall be on or before the Closing Date, provided however, that the parties may, by written agreement, extend the time for Closing. The term"Closing" as used herein shall be deemed to be the date when Escrow Holder causes the Grant Deed (as defined below) to be recorded in the Office of the County Recorder of San Mateo County. (b) POST and District shall, during the escrow period, execute any and all documents and perform any and all acts reasonably necessary or appropriate to consummate the transfer of the Open Space Parcel pursuant of this Agreement. (c) POST shall deposit into the escrow on or before the Closing an executed and recordable Grant Deed, covering the Open Space Parcel as described in Exhibit (d) District shall deposit into escrow, on or before the Closing: (i) The required Certificate of Acceptance for the Grant Deed, duly executed by District and to be dated as of the Closing; (ii) District's check payable to Escrow Holder in the amount of Seventy Nine Thousand Five Hundred and No/100 Dollars($79,500.00). (e) District shall pay the escrow fees, the CLTA Standard Policy of Tide Insurance, if required by District, and all recording costs and fees. All other costs or expenses not otherwise provided for in this Agreement shall be apportioned or allocated EXHIBIT OF EDIT VI (Page 2 of 2) between District and POST in the manner customary in San Mateo County. All current property taxes on the Property shall be prorated through escrow between District and POST as of the Closing based upon the latest available tax information using the customary escrow procedures. (f) POST shall cause First American Title Insurance Company, or other title company acceptable to District and POST, to be prepared and committed to deliver to District, CLTA Standard Policy of Insurance, dated as of the Closing, insuring District in the amount of$800,000.00 for the Property(the"Insurance Policy") showing title to the Property vested in fee simple in District, subject only to: (i) current real property taxes, (ii) such title exceptions as may be approved in writing by District prior to the Closing as determined by District in its reasonable discretion. (g) Escrow Holder shall, when all required funds and instruments have been deposited into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the County Recorder of San Mateo County. Upon the Closing, Escrow Holder shall cause to be delivered to District the original of the policy of title insurance required herein, and to POST Escrow Holder's check for Seventy Nine Thousand Five Hundred Dollars ($79,500), and to District or POST, as the case may be, all other documents or instruments which are to be delivered to them. In the event the escrow terminates as provided in the Agreement, Escrow Holder shall return all monies, documents or other things of value deposited in the escrow to the party depositing the same. EXHIBIT f Paqe2eA � TRANSFER AGREEMENT This Transfer Agreement ("Agreement") is made on the day of 1998 by and between Midpeninsula Regional Open Space District, a public agency ("District") and Peninsula Open Space Trust, a California non-profit public benefit corporation ("POST"). WHEREAS, on or about June 22, 1995 POST acquired the so-called Corte Madera property (San Mateo County assessor's parcel numbers 076-350-150 and 076-350-240) as depicted on the map labelled Exhibit I and as further described in Exhibits as attached hereto and incorporated herein by this reference (the "Property"), WHEREAS, POST purchased the approximately 204-acre Property to preserve the vast majority as an addition to District's Windy Hill Open Space Preserve, WHEREAS, in an attempt to recoup a portion of the amounts paid to acquire the Property, POST is creating, through lot line adjustments, two previously improved sites on the Property: one containing approximately 7.5 acres which POST anticipates selling to Mr. Norio Sugano ("Sugano") as further described in Exhibit III as attached hereto and incorporated herein by this reference (the "Lauriston Estate Parcel"), and another of approximately 23 acres which POST anticipates selling to Donald Kirk McKinney and Rebecca McDaniel McKinney, Trustees of the McKinney Family Trust, U/D/T dated June 2, 1986 (the "McKinneys") as further described in Exhibit IV as attached hereto and incorporated herein by this reference (the "Patricia's Homesite Parcel"), WHEREAS, District wishes to acquire the remaining portion of the Property as further described in Exhibit-V as attached hereto and incorporated herein by this reference (the "Open Space Parcel") and District will acquire the Open Space Parcel pursuant to a Real Estate Sales Agreement - Sale by Exchange ("Sales Agreement") to be executed concurrently with this Agreement whereby POST would transfer the Open Space Parcel to District and POST would receive property in Santa Cruz County in exchange, WHEREAS, the parties wish to provide for their rights and obligations in the event the conditions precedent of the Sales Agreement are not satisfied or the parties are otherwise unable to complete the transactions called for in the Real Estate Sales Agreement - Sale by Exchange, WHEREAS, POST is willing to transfer the Open Space Parcel to District pursuant to the terms and conditions set forth below. 1 NOW, THEREFORE, the parties agree as follows: 1. Transfea. POST shall transfer the Open Space Parcel to District and District will cooperate with all actions necessary to complete the transfer of the Open Space Parcel in accordance with the timing are conditions required to satisfy Sections 2 and 3 hereinbelow as determined by POST (the "Closing Date"). 2. Terms of Sugano ACquisition. POST's obligation to transfer the Open Space Parcel to District is conditioned upon POST's creation of the Lauriston Estate Parcel. POST contemplates transfer of the Lauriston Estate Parcel to Sugano prior to the Closing Date or simultaneously therewith. District agrees to cooperate with and to take all actions necessary to assist POST in fulfilling POST's obligations under the terms of the agreements between POST and Sugano. POST will provide or has provided District with copies of all documents and agreements related to the transfer of the Lauriston Estate Parcel. 3. Terms of the McKinneys AcQuisition. POST's obligation to transfer the Open Space Parcel to District is conditioned upon POST's creation of the Patricia's Homesite Parcel. POST contemplates transfer of the Patricia's Homesite Parcel to the McKinneys prior to the Closing Date or simultaneously therewith. District agrees to cooperate with and to take all actions necessary to assist POST in fulfilling POST's obligations under the terms of the agreements between POST and the McKinneys. POST will provide or has provided District with copies of all documents and agreements related to the transfer of the Patricia's Homesite Parcel. 4. Reimbursement of POST's Costs by District. On or before the Closing Date, District acknowledges and agrees that it shall pay to POST the amount of Seventy Nine Thousand Five Hundred Dollars ($79,500) to cover all costs POST incurred in transferring the Open Space Parcel to District pursuant to this Agreement and the Sales Agreement, including, but not limited to, legal fees, inspections, engineering costs, negotiations, holding costs, escrow, closing and title insurance. District shall pay the foregoing amount to POST notwithstanding POST's actual use of such amount for other purposes. 5. Rights and Liabilities of the Parties in the Event of Termination. In the event this Agreement is terminated and escrow is canceled for any reason, all parties shall be excused from any further obligations hereunder, except as otherwise provided herein. Upon any such termination of escrow, all parties hereto shall be jointly and severally liable to Title Company (as that term is defined in the Sales Agreement) for payment of its title and escrow cancellation charges (subject to rights of subrogation against any party whose fault may have caused such termination of escrow), and each party expressly reserves any other rights and remedies which it may have against any other party by reason of a wrongful termination or failure to close escrow. 2 6. Failure of Exchange under Sales A9 reement. Any failure of the Sales Agreement, whether due to the parties inability to complete or execute the Sales Agreement or to carry out its terms, shall = be considered a termination or cause to cancel escrow under this Agreement and this Agreement shall remain in full force and effect. Any failure of the parties to complete the conveyances pursuant to the Sales Agreement will not impact, cancel or interfere with POST's transfer of the Property pursuant to this Agreement by the Closing Date. In the event the Sales Agreement fails and the parties are thereby unable to establish and close escrow of the Open Space Parcel pursuant to the terms of the Sales Agreement, District and POST agree to establish and close escrow pursuant to the "Escrow" provision attached hereto as Exhibit VI and incorporated herein by this reference and POST will be deemed to have made a gift to the District of the value of the Open Space Parcel in excess of the amount specified in Section 4, above. 7. Donor Recopnition. District understands, agrees and accepts that POST is planning to use the Property after the transfer of the Property to District to recognize individuals or entities that have provided major support to land conservation in our area. Such recognition may include, but is not limited to, signs, plaques, "gateways," or benches placed at strategic entrances, trailheads, or other locations on the Property, such as, but not limited to, the entrance to Hamms Gulch Trial near Alpine Road and the open meadow adjacent to the Lauriston Estate Parcel. POST acknowledges that the District does not invite the proliferation of such features to recognize donors. Therefore, District agrees to take all actions it deems necessary and appropriate to facilitate the placement of such features to recognize donors, POST shall obtain the District's prior approval to the placement of such features to recognize donors. District reserves the right to approve or disapprove such requests, which approval shall not be unreasonably withheld. Any and all costs related to the placement of such features shall be borne by POST. 8. POST's Representations and Warranties. For the purpose of consummating the sale and purchase of the Property in accordance herewith, POST makes the following representations and warranties to District, which shall survive close of escrow, each of which is material and is being relied upon by District. (a) Authority. POST has the full right, power and authority to enter into this Agreement and to perform the transactions contemplated hereunder. (b) Valid and Binding Agreements. This Agreement and all other documents delivered by POST to District now or at the Closing have been or will be duly authorized and executed and delivered by POST and are legal, valid and binding obligations of POST sufficient to convey to District the Open Space Parcel described therein, and are enforceable in accordance with their respective terms and do not violate any provisions of any agreement to which POST is a party or by which POST may be bound or any articles, bylaws or corporate resolutions of POST. 3 (c) j.eases or OcCUDanCV of Premises. POST warrants that there exist no oral or written leases or rental agreements affecting all or any portion of the Subject Property. POST further warrants and agrees to hold District free and harmless and to reimburse District for any and all costs, liability, loss, damage or expense, including costs for legal services, occasioned by reason of any such lease or rental agreement of the Property being acquired by District, including, but not limited to, claims for relocation benefits and/or payments pursuant to California Government Code Section 7260 rA=. POST understands and agrees that the provisions of this paragraph shall survive the close of escrow and recordation of any Grant Deed(s). 9. Waiver of Statutory Compcnsation. POST and District understand and agree that POST may be entitled to receive the fair market value of the Open Space Parcel described in Exhibit V, as provided for by the Federal Uniform Relocation Assistance and Real Property Acquisition Act of 1970 ( Public Law 91-646), the Uniform Relocation Act Amendments of 1987 (Public Law 100-17), Title IV of the Surface Transportation and Uniform Relocation Assistance Act of 1987 (101 Statutes, 246-256), and California Government Code Section 7267, and following. POST hereby waives any and all existing and/or future rights seller may have to the fair market value of said Property, as provided for by said Federal Law and any corresponding California Government Code Sections. 10. Miscellaneous Provisions. (a) Choice of Law. The internal laws of the State of California, regardless of any choice of law principles, shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. (b) Amendment and Waiver. The parties hereto may by mutual written agreement amend this Agreement in any respect. Any agreement on the part of any party for any amendment, extension or waiver must be in writing. (c) Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. (d) Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission 4 by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as follows: POST: Peninsula Open Space Trust 3000 Sand Hill Road Bldg. #4, Suite 135 Menlo Park, CA 94025 Attn: Audrey C. Rust Executive Director TEL: (650) 854-7696 FAX: (650) 854-7703 District: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos, CA 94022 Attn: L. Craig Britton General Manager TEL: (650) 691-1200 FAX: (650) 691-0485 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. (e) Severability. If any of the provisions of this Agreement are held to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision of which is binding upon the parties, the parties agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to replace such void or unenforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. (f) Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed as an original, and when executed, separately or together, shall constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. 5 (g) Waiver. No waiver of any term, provision or condition of the 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, provisions or condition or as a waiver of any other term, provision or condition of this Agreement. (h) Entire Agreement. This Agreement is intended by the parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understanding relating to the same subject matter. In the event of any conflict between this Agreement and the Exchange Agreement, this Agreement shall govern. (i) Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. . All covenants of District or POST which are expressly Survival_ of Covenants p y intended hereunder to be performed in whole or in part after the Closing, and all representations and warranties by either party to the other, shall survive the Closing and be f respective parties hereto and their respective heirs bindingupon inure to the benefit o the pec , Po P� P successors and permitted assigns. (k) Assignment. Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party. (1) Further Documents and Acts. Each of the parties hereto agrees to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions described and contemplated under this Agreement. (m) Binding on Su=ssors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. (n) Brokers and Finders. Each party to this Agreement warrants to the other that no person is entitled to, or may otherwise successfully assert any right to, a real estate commission, finder's fee, acquisition fee or other real estate brokerage-type compensation (collectively, "Real Estate Compensation") based upon the acts or omissions of the warranting party with respect to the transaction contemplated by this Agreement. Each party hereby agrees to indemnify, defend, protect and hold the other harmless from and against, and to reimburse the other for, any and all claims, causes of action, actions, suits, orders, proceedings, demands, obligations, damages, losses, costs, expenses (including, without limitation, attorneys' fees and costs) and liabilities resulting from any claim for Real Estate Compensation by any person based upon such acts or omissions. 6 (o) Ex=nses. In the event of litigation or arbitration between the parties for a breach of this Agreement or to interpret this Agreement, the prevailing party will be entitled to recover court or arbitration costs and reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with the action or arbitration, including such costs and fees incurred because of any appeals. The prevailing party also shall be entitled to recover all such costs and fees that may be incurred in enforcing any judgment or award, and this provision shall not be merged into any judgment but shall survive any judgment. (p) Captions. Captions are provided herein for convenience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement, nor as evidence of the intention of the parties hereto. (q) Pronoun References. In this Agreement, if it be appropriate, the use of the singular shall include the plural, and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. (r) Arbitration of Disputes. If a dispute arises out of or relates to this Agreement, or the performance or breach thereof, the parties agree first to participate in non-binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to meditation, any remaining unresolved controversy or claim shall be settled by arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. Hearings shall be held in San Mateo County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. 7 WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. POST INITIAL: DISTRICT INITIAL: (s) Exhibits. All Exhibits referred to in this Agreement are incorporated into the Agreement in their entirety by reference. 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers to be effective as of the date of final execution by District in accordance with the terms hereof. DISTRICT POST MIDPENINSULA REGIONAL OPEN PENINSULA OPEN SPACE TRUST, a SPACE DISTRICT, a public agency California non-profit public benefit corporation APPROVED AS TO FORM: By: By: Audrey C. Rust, Sue Schectman, District Counsel Executive Director Date: RECOMMENDED FOR APPROVA By: L. Craig Britton General Manager APPROVED AND ACCEPTED: By: President, Board of Directors ATTEST: By: District Clerk Date: SCHEDIME OF EXHIBITS Exhibit_I Map Depicting the Location of the Property, the Lauriston Estate Parcel, the Patricia's Homesite Parcel and the Open Space Parcel Exhibit II Description of the Property Exhibit HI Description of the Lauriston Estate Parcel Exhibit IV Description of the Patricia's Homesite Parcel Exhibit V Description of the Open Space Parcel Exhibit VI Alternative Escrow Instructions 10 WINDY HIL, OPEN SPACEOPRESERVE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ........................... 07, X., F ............ r. E*g. a 1 ............... m g. m ...... I I ... .001 mm�a,� All /R11 lgm •m .. ...og ,mg r�F`K <4 "M .0" •N 'E"10111NI-.::.1 1 .............. I I ........ ;::00:- Si • ............. SausalPond 601) 11011/11 ........... N BX*: ko 1 .......tf nm frf ............... (WH01) "PATRI CIA'S HOMESITE PARCEL" 23 AC. % N %N40 gig ........... ........... "N" ........... "LAURISTON X. ESTATE PARCEL" --,--04D RANCHILAURISTON,- ?Ok?JUNCTION 7.5 AC. O'N PROPOSED ACQUISITION "OPEN SPACE PARCEL" moll 173.5 AC ................ f .ter 1200 -(WH02) 146,) a ............... 'vo •-Rr. , V - I Oa J X:X* g My'yg/ 'w% f. ........... -3 H03 X.O.: XI EN EXHIBIT 1: MAP -TRANSFER AGREEMENT BETWEEN POST AND MROSD post.ai 2/03/98 TOTAL PROPERTY AREA - 204 ACRES 0.0 .1 .2 .3 .4 .5 .6 .7 .8 .9 1.0 One Mile EXHIBIT H to the Transfer Agreement Between POST and DISTRICT the"Property" Page I of 2 All that certain real property situate in the TOWN OF PORTOLA VALLEY, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, described as follows: BEING a portion of the lands conveyed by Deed recorded in Volume "16 of Deeds at page 452 to 465 to Corte Madera, a partnership, more particularly desciibed 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 5* 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 comer 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 1,770 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 670 29' 00" West 154.44 feet, North 860 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 0 29, 00" East 154.44 feet, North 85* 45' 00" East 123.42 feet, South 81 0 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 000 10' 00" West 128.04 feet, South 180 16' 00" East 168.30 feet, South 220 32' 00" East 92.64 feet, South 14' 10' 00" West 137.28 feet, South 050 37' 00" East 80.52 feet, South 03' 23' 00" West 103.62 feet, South 420 37' 00" East 142.56 feet, South 130 59' 00" East 124.08, South 54" 41' 00" East 32.34 feet, South 080 36' 00" East 150.48 feet, South 510 36' 00" East 124.74 feet, South 210 02' 00" East 196.68 feet, South 220 53' 00" West 81.95 feet, South 410 23' 00" East 55.00 feet, South 66* 53' 00" East 75.00, South 86* 13' 00" East 150.50 feet, South 220 53' 00" East 88.00 feet, South 470 53' 00" East 63.11 feet, South 77' 13' 00" West 733.75 feet, South 210 50' 00" West 33.04 feet, South 350 15' 00" West 94.48 feet, South 240 331 00" West 102.47 feet, South 300 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' 00" West 1,740 feet, more or less, to a point which bears South 55* East 820.00 feet, and South 570 East 910.00 feet from the EXHIBIT II Page 2 of 2 most Northerly corner of Parcel C, as said point is shown on the aforesaid referenced parcel Map recorded in Volume 13 of Parcel Maps at page 19; thence North 57° West 9 10.00 feet and North 55° West 820.00 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 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 000 57' 15" West 139.80 feet, South 330 56' 35" West 177.53 feet, South 12° 36' 00" East 105.49 feet, South 550 12' 06" East 106.17 feet, South 850 10' 10" East 149.62 feet, South 38° 24' 35" East 109.06 feet, South 160 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 59° 42' 03" East 662.77 feet, South 050 25, 23" East 270.58 feet to the point of beginning. A.P. No.: 076-350-150 JPN 076 035 350 15 076-350-240 076 035 350 16 w. EXHIBIT III to the Transfer Agreement Between POST and DISTRICT the "Lauriston Estate Parcel" All that certain real property situate in the TOWN OF PORTOLA VALLEY, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, lying entirely within Parcel I as described in the deed dated December 17, 1979 from Corte Madera Limited Partnership to Peninsula Open Space Trust dated and recorded in Reel 7923 at Image 1628, San Mateo County Records, described as follows: Beginning at a point distant North 66* 42' 07" East, 2267.82 feet from a point on the Southerly line of said deed, said point being the most Easterly comer of Parcel A as shown on that certain Parcel Map entitled "Parcel Map - Being a Resubdivision of a Portion of the,El Corte Madera Rancho", recorded in Volume 13 of Parcel Maps at Page 19, San Mateo County Records, said point being also distant South 52* 24' 07" West, 3552.11 feet from the Southerly terminus of that certain centerline course of Willowbrook Drive shown as North 4* 26' 56" West, 532.92 feet on the map of"Tract No. 799 - Willowbrook No. 3", recorded in Volume 55 of Maps at Page 28, San Mateo County Records (the bearing of said centerline course being taken as North 4* 40' 00" for purposes of this description): thence along the following courses: North I* 43' 24" East, 64.74 feet, North 13* 21' 19" East, 50.82 feet; North 0* 32, 12" West, 43.53 feet to a point of curvature: along the arc of a tangent curve to the left with a radius of 150.00 feet, through a central angle of 39* 13' 35" West, an arc distance of 102.69 feet; North 39* 45' 48" West, 55.70 feet; North 4 5* 20' 0 1" 23.46 feet to a point of curvature, along the arc of a tangent curve to the left with a radius of 65.00 feet, through a central angle of 89* 5248", an arc distance of 101-97 feet; South 44* 47' 10" West, 46.27 feet; South 60* 40' 36" West, 109.21 feet to a point of curvature; along the arc of a tangent curve to the fight with a radius of 45.00 feet, through a central angle of 73* 46' 14", an arc distance of 57.94 feet, North 45* 33' 10" West, 76.84 feet; North 49* 48' 06" West, 42,04 feet; North 27* 3 5' 1_3)" East, 84.71 feet; North 32* 03' 56" East, 178.92 feet; North 240 361 59" East, 292,80 feet; North 45* 3)3' 3 3)" East, 150.05 feet, North 730 3)F 15" East, 155.70 feet; North 79* 03' 56" East, 188.46 feet-, North 86* 47' 58" East, 137.89 feet-, South 89* 01' 04" East, 152.18 feet, South 74* 2')' 54" East, 115.70 feet; South 44* 14' 08" East, 105.66 feet; South 140 4 1' 51" East, 144.88 feet; South I I* 14' 57" East, 139.25 feet; South 18* 26' 50" Easi, 139.48 feet; South 23* 27' 1 V East, 159.69 feet, South 28* 43' 23" East, 113.93 feet, South 14* 25' 34" West, 111.08 feet; South 51* 12' 51" West, 138.95 feet; South 76* 29' 38" West, 211.18 feet; South 87* 33' 24" West, 407.02 feet, North 82* 42' 51" West, 218.93 feet to the point of Beginning. Containing 23.066 Acres, more or less EXHIBIT IV to the Transfer Agreement Between POST and DISTRICT the "Patricia's Homesite Parcel" All that certain real property situate in the Town of Portola Valley, County of San Mateo, State of California being more particularly described as follows: Being a portion of the land conveyed to Peninsula Open Space Trust, a California non-profit public benefit corporation, recorded June 22, 1995, as Document No. 95063586, more particularly described as follows: BEGINNING at a point on the Northerly line of Parcel A as shown on that map entitled, "PARCEL MAP, BEING A RESUBDIVISION OF PORTION OF EL CORTE MADRE RANCHO", recorded August 2, 1971 in Volume 13 of Parcel Maps at Page 19, San Mateo County Records, said point being distant North 73° 50' 00" West, 589.82 feet from the most Easterly corner of Parcel A; thence North 46°4P 20" West, 564.63 feet; thence North 10° 37' 25" East, 255.02 feet; thence North 70° 01' 45" West, 64.57 feet; thence South 36°05' 30" West, 998.80 feet; thence South 20°49' 11" West, 232.12 feet; thence South 14° 48' 42" East, 189.51 feet, thence South 200 20' 28" East, 265.37 feet; thence South 660 05' 00" East, 368.60 feet, thence North 86°45' 18" East, 221.16 feet to a point on the Southwesterly line of Parcel B as shown on the aforesaid map; thence along said Southwesterly line North 59' 42' 03" West, 86.29 feet to the most Southerly common corner of - Parcel A and Parcel B, thence along the line of Parcel A the following courses: North 870 04' 05" West, 106.70 feet; North 710 49' 50" West, 86.79 feet; North 340 49'45" West, 61.66 feet; North 160 31' 20" East, 147.72 feet, North 380 24' 35" West, 109.06 feet, North 850 10' 10" West, 149.62 feet; North 55° 12' 06" West, 106.17 feet; North 12' 36' 00" West, 105.49 feet; North 33' 56 35" East, 177.53 feet; North 0° 57' 15" East, 139.80 feet; North 400 08' 25" East, 166.57 feet; North 221 42' 05" East, 143.56 feet; Forth 38' 19' 30" East, 177.54 feet; South 610 45' 00" East, 491.91 feet; and South 73° 50' 00" East, 180.18 feet to the point of beginning. Containing 7.500 Acres, more or less EXHIBIT V to the Transfer Agreement Between POST and DISTRICT the"Open Space Parcel" Pagel of All that certain real property situate in the TOWN OF PORTOLA VALLEY, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, described as follows: 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 330 55' 25" West 505.26 feet, North 14- 25' 25" West 1,128.68 feet, North 5 0 04' 35" East 621.90 feet, North 370 34' 35" East 921.62 feet, South 630 32 50" East 836.14 feet to a point which bears North 190 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 comer of Parcel C and Parcel A; thence in a Southeasterly direction South 55' 02' 50" East 940.00 feet; thence North 350 57' 10" East 1,135.00 feet; thence North 510 12' 10" East 1,770 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 810 35' 00" West 174.90 feet, South 850 45' 00" West 123.42 feet, North 670 29' 00" West 154.44 feet, North 860 14' 00" West 91.08 feet; thence along said Northerly boundary and down Hamms Gulch the following courses and distances; South 860 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* 10' 00" West 128.04 feet, South 180 16' 00" East 168.30 feet, South 220 32' 00" East 92.64 feet, South 14' 10' 00" West 137.28 feet, South 050 37' 00" East 80.52 feet, South 030 23' 00" West 103.62 feet, South 420 37' 00" East 142.56 feet, South 130 59' 00" East 124.08, South 540 41' 00" East 32.34 feet, South 080 36' 00" East 150.48 feet, South 510 36' 00" East 124.74 feet, South 210 02' 00" East 196.68 feet, South 220 53' 00" West 81.95 feet, South 410 23' 00" East 55.00 feet, South 660 53' 00" East 75.00, South 86* 13' 00" East 150.50 feet, South 220 53' 00" East 88.00 feet, South 470 53' 00" East 63.11 feet, South 77' 13' 00" West 733.75 feet, South 210 50' 00" West 33.04 feet, South 350 15' 00" West 94.48 feet, South 240 33' 00" West 102.47 feet, South 300 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 550 East 820.00 feet, and South 570 East 910.00 feet from the EXHIBIT V Page 2 of 3 most Northerly corner of Parcel C, as said point is shown on the aforesaid referenced parcel Map recorded in Volume 13 of Parcel Maps at page 19; thence North 57' West 910.00 feet and North 55" West 820.00 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 courses and distances: North 73° 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 000 57' 15" West 139.80 feet, South 33° 56' 35" West 177.53 feet, South 12' 36' 00" East 105.49 feet, South 55° 12' 06" East 106.17 feet, South 850 10' 10" East 149.62 feet, South 38° 24' 35" East 109.06 feet, South 160 3F 20" 147.72 feet, South 340 49' 45" East 61.66 feet, South 710 49' 50" East 86.79 feet, South 870 04' 05" East 106.70 feet, South 590 42' 03" East 662.77 feet, South 050 25' 23" East 270.58 feet to the point of beginning. EXCEPTING THEREFROM: BEGINNING at a point on the Northerly line of Parcel A as shown on that map entitled, "PARCEL MAP, BEING A RESUBDIVISION OF PORTION OF EL CORTE MADERA RANCHO", recorded August 2, 1971 in Volume 13 of Parcel Maps at Page 19, San Mateo County Records, said point being distant North 730 50' 00" West, 589.82 feet from the most Easterly corner of Parcel A; thence North 460 41' 20" West, 564.63 feet; thence North 100 37' 25" East, 255.02 feet; thence North 700 01' 45" West, 64.57 feet; thence South 360 05' 30" West, 998.80 feet; thence South 20° 49' 11" West, 232.12 feet; thence South 140 48' 42" East, 189.51 feet; thence South 200 20' 28" East, 265.37 feet; thence South 660 05' 00" East, 368.60 feet; thence North 860 45' 18" East, 221.16 feet to a point on the Southwesterly line of Parcel B as shown on the aforesaid map; thence along said Southwesterly line North 59° 42' 03" West, 86.29 feet to the most Southerly common corner of Parcel A and Parcel B; thence along the line of Parcel A the following courses: North 870 04' 05" West, 106.70 feet; North 71° 49' 50" West, 86.79 feet; North 340 49' 45" West, 61.66 feet; North 160 31' 20" East, 147.72 feet; North 380 24' 35" West, 109.06 feet; North 85° 10' 10" West, 149.62 feet; North 55° 12' 06" West, 106.17 feet; North 12° 36' 00" West, 105.49 feet; North 330 56' 35" East, 177.53 feet; North 00 57' 15" East, 139.80 feet; North 400 08' 25" East, 166.57 feet; North 220 42' 05" East, 143.56 feet; North 380 19' 30" East, 177.54 feet; South 61° 45' 00" East, 491.91 feet; and South 73° 50' 00" East 180.18 feet to the .point of beginning. P g g FURTHER EXCEPTING THEREFROM: BEGINNING at a point distant North 660 42' 07" East, 2267.82 feet from a point on the Southerly line of said deed, said point being the most Easterly corner of Parcel A as shown on that certain Parcel Map entitled "Parcel Map - Being a Resubdivision of a Portion of the El Corte Madera Rancho", recorded in Volume 13 of Parcel EXHIBIT V Page 3 of 3 maps at Page 19, San Mateo County Records, said point being also distant South 520 24' 07 West, 3552.11 feet from the Southerly terminus of that certain centerline course of Willowbrook Drive shown as North 4' 26' 56" West, 532.92 feet on the map of "Tract No. 799 - Willowbrook No. 3", recorded in Volume 55 of Maps at Page 28, San Mateo County Records (the bering of said centerline course being taken as North 4* 40' 00" for purposes of this description): Thence along the following courses: North 10 43' 24" East, 64.74 feet; North 13' 21' 19" East, 50.82 feet; North 00 32' 12" East, 43.53 feet to a point of curvature: along the arc of tangent curve to the left with a radius of 150.00 feet, through a central angle of 390 13' 35", an arc distance of 102.69 feet; North 39* 45' 48" West, 55.70 feet; North 45 0 20' 01" West, 23.46 feet to a point of curvature; along the arc of a tangent curve to the left with a radius of 65.00 feet, through a central angle of 890 52' 48", an arc distance of 101.97 feet; South 44* 47' 10" West, 46.27 feet; South 60' 40' 36" West, 109.21 feet to a point of curvature; along the arc of tangent curve to the right with a radius of 45.00 feet, through a central angle of 73* 46' 14", an arc distance of 57.94 feet; North 45* 33' 10" West, 76.84 feet; North 49' 48' 06" West, 42.04 feet; North 270 35' 13" East, 84.71 feet; North 32' 03' 56" East, 178.92 feet; North 24' 36' 59" East, 292.80 feet; North 45* 33' 33" East, 150.05 feet; North 73 0 31' 15" East, 155.70 feet; North 79* 03' 56" East, 188.46 feet; North 860 47' 58" East, 137.89 feet; South 890 01' 04" East, 152.18 feet; South 740 23' 54" East, 115.70 feet; South 44* 14' 08" East, 105.66 feet; South 14* 41' 51" East, 144.88 feet; South I 1* 14' 57" East, 139.25 feet; South 180 26' 50" East, 139.48 feet; South 23 0 27' 11" East, 159.69 feet; South 280 43' 23" East, 113.93 feet; South 14' 25' 34" West, 111.08 feet; South 51 0 12' 51" West, 138.95 feet; South 76* 29' 38" West, 211.18 feet; South 870 33' 24" West, 407.02 feet; and North 820 42, 51 West, 218.93 feet to the point of Beginning. A.P. No.: 076-350-150 JPN 076 035 350 15 Ptn. A 076-350-240 076 035 350 16 Ptn. A EXHIBIT VI (Page I of 2) TRANSFER AGREEMENT BETWEEN POST AND DISTRICT ALTERNATIVE ESCROW INSTRUCTIONS Escrow. No later than one week prior to the Closing Date, Escrow shall be opened at First American Title Insurance Company, 555 Marshall Street, Redwood City, CA 94063, (650) 367-9050 or other title company acceptable to District and POST(hereinafter "Escrow Holder)through which the transfer of the District Property shall be consummated. A fully executed copy of this Agreement shall be deposited with Escrow Holder to serve as escrow instructions to Escrow Holder; provided that the parties shall execute such additional supplementary or customary escrow instructions as Escrow Holder may reasonably require. This Agreement may be amended or supplemented by explicit additional escrow instructions signed by the parties, but the printed portion of such escrow instructions shall not supersede any inconsistent provisions contained herein. Escrow Holder is hereby appointed and instructed to deliver, pursuant to the terms of this Agreement, the documents and monies to be deposited into the escrow as herein provided, with the following terms and conditions to apply to said escrow: (a) The time provided for in the escrow for the close thereof shall be on or before the Closing Date, provided however, that the parties may, by written agreement, extend the time for Closing. The term"Closing" as used herein shall be deemed to be the date when Escrow Holder causes the Grant Deed (as defined below)to be recorded in the Office of the County Recorder of San Mateo County. (b) POST and District shall, during the escrow period, execute any and all documents and perform any and all acts reasonably necessary or appropriate to consummate the transfer of the Open Space Parcel pursuant of this Agreement. (c) POST shall deposit into the escrow on or before the Closing an executed and recordable Grant Deed, covering the Open Space Parcel as described in Exhibit.Y• (d) District shall deposit into escrow, on or before the Closing: (i) The required Certificate of Acceptance for the Grant Deed, duly executed by District and to be dated as of the Closing; (ii) District's check payable to Escrow Holder in the amount of Seventy Nine Thousand Five Hundred and No/100 Dollars($79,500.00). (e) District shall pay the escrow fees, the CLTA Standard Policy of Title Insurance, if required by District, and all recording costs and fees. All other costs or expenses not otherwise provided for in this Agreement shall be apportioned or allocated EXHIBIT VI (Page 2 of 2) between District and POST in the manner customary in San Mateo County. All current property taxes on the Property shall be prorated through escrow between District and POST as of the Closing based upon the latest available tax information using the customary escrow procedures. (f) POST shall cause First American Title Insurance Company, or other title company acceptable to District and POST, to be prepared and committed to deliver to District, CLTA Standard Policy of Insurance, dated as of the Closing, insuring District in the amount of$800,000.00 for the Property(the"Insurance Policy") showing title to the Property vested in fee simple in District, subject only to: (i) current real property taxes, (ii) such title exceptions as may be approved in writing by District prior to the Closing as determined by District in its reasonable discretion. (g) Escrow Holder shall, when all required funds and instruments have been deposited into the escrow by the appropriate parties and when all other conditions to Closing have been fulfilled, cause the Grant Deed and attendant Certificate of Acceptance to be recorded in the Office of the County Recorder of San Mateo County. Upon the Closing, Escrow Holder shall cause to be delivered to District the original of the policy of title insurance required herein, and to POST Escrow Holder's check for Seventy Nine Thousand Five Hundred Dollars($79,500), and to District or POST, as the case may be, all other documents or instruments which are to be delivered to them. In the event the escrow terminates as provided in the Agreement, Escrow Holder shall return all monies, documents or other things of value deposited in the escrow to the party depositing the same. r PROPERTY MANAGEMENT AGREEMENT This Property Management Agreement ("Agreement") is made on the day of , 1998 by and between Midpeninsula Regional Open Space District, a public agency ("District") and the Peninsula Open Space Trust, a California non-profit public benefit corporation ("POST"). WHEREAS, District has requested that POST take title to certain real property in Santa Cruz County (Santa Cruz Assessor's parcel number 98-141-10 and -11) as further described in Exhibit A attached hereto and incorporated herein by this reference (the "Property") pursuant to that certain Real Estate Sales Agreement Sale by Exchange ("Sales Agreement") and that certain Transfer Agreement executed concurrently herewith, WHEREAS, the Property is adjacent to District land and District desires to acquire the Property in the future from POST under the terms set forth below, WHEREAS, POST desires that District immediately manage and assume all responsibility for the Property until such time as District or other public agency acquires the Property, NOW, THEREFORE, the parties agree as follows: 1. Management. District shall be responsible for management of the entire approximately 500 acre Property for that period of time from the date POST takes title to the Property until District or other public agency (or compatible private party) acquires title to the Property from POST pursuant to Section 6, below. District may install gate(s), appropriate signing, and fencing as necessary in the sole opinion of District and may undertake such other steps as District deems necessary or appropriate for the proper and safe management of the Property and to protect the Property's natural resources. The Property may be open for public access and use in a manner consistent with District policies and regulations applicable to District owned property. 2. Patrol. District shall patrol and manage the Property in a manner consistent with adjacent District holdings and District will endeavor to keep the Property in a safe and sanitary condition and to discourage deleterious or incompatible uses of the Property. District incompatible uses and will f deleterious and acknowledges that the Property has a history o de e keep POST informed of the measures District will undertake, including regular periodic inspections, to discourage such uses on the Property during District's patrol and management. Should any trespass or other unauthorized use or activities occur upon the Property, District may exercise its authority to correct these matters including, where necessary, enforcing District regulations and ordinances on the Property. The Property shall be deemed to be property under the control of District for purposes of Public Resources Code Section 5558 and shall be deemed to be "District Lands" as defined in District ordinance No. 93-1. 1 r t 3. Legal Re=nsibility and Indemnification. During the term of this Agreement, District shall have full legal responsibility for management, control and operation of the Property and the condition thereof and for all activities conducted thereon, and in this respect, except as otherwise set forth herein, District shall indemnify, defend and hold POST harmless from and demand, liability or expense, ' for an loss cost claim, d b agaznst any and all claim or liability o yty pe , including attorney's fees, expenses and costs whatsoever occurring during the life of this Agreement in, on or about the Property arising out of any physical condition of the Property (including any contamination of the Property by any substance whatsoever whether or not such contamination could have been discovered in an environmental review of the Property), or of any negligent act, fault or omission by District with respect to District responsibilities as set out in this Agreement. POST agrees to indemnify, defend and hold harmless District and its agents, officers, officials, and employees against any and all claims or liability for injury or damage to persons or property arising out of or resulting from the negligent acts or fault of POST, or its agents, employees, officers or servants, in connection with the Property. In the event of concurrent negligence, each party will bear responsibility for its acts in proportion to its fault under the doctrine of comparative negligence. 4. Force and Effect of Agreement. This Agreement shall be of no force or effect unless and until POST takes title to the Property pursuant to the Sales Agreement. 5. POST's Acquisition of the Prop M. District acknowledges and agrees that it will reimburse POST for all costs incurred in POST's acquisition of the Property pursuant to the Sales Agreement and Transfer Agreement, including, but not limited to, legal fees, inspections, escrow, closing, title insurance, and all documented costs resulting from ownership of the Property, including, but not limited to, liability insurance and, property management costs. Provided, however, that POST shall notify District in writing before incurring expenses exceeding $500 during any calendar year. 6. Acquisition of the Prosy from POST. District shall use its best efforts to acquire or cause a public agency (or suitable private party as determined by District) to acquire the Property from POST under mutually agreed terms within five years from the date of acquisition of the Property by POST. Notwithstanding the foregoing, District shall have the option under this Agreement to purchase the Property from POST for the sum of Five Thousand and No/100 Dollars ($5,000.00), which sum shall include, but not be limited to, any and all closing costs and fees (including Title Insurance if required by District). This option may be exercised only by District during the sixty (60) day period immediately following the five year anniversary date of Close of Escrow for acquisition of the Property by POST and shall lapse thereafter. At the time of conveyance of fee title to District or other public agency (or suitable private party) as provided herein, this Agreement shall terminate and be of no further force and effect. If District fails to acquire the Property from POST within the time periods specified in this Section, any obligation POST may have to sell, transfer or convey the Property to District will terminate and POST may sell, transfer or convey the Property to any third party and in any manner in which POST, in its sole and absolute discretion, deems appropriate. 2 r• 7. Termination. This Agreement will terminate upon District or other public agency (or suitable private party) acquiring title from POST. Notwithstanding the foregoing, District's obligation to indemnify POST pursuant to Section 3 of this Agreement shall survive such termination and continue in full force and effect after such termination. 8. Miscellaneous Provisions. (a) Choice of Law. The internal laws of the State of California, regardless of any choice of law principles, shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. (b) Amendment and Waiver. The parties hereto may by mutual written agreement amend this Agreement in any respect. Any agreement on the part of any party for any amendment, extension or waiver must be in writing. (c) Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which the parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. (d) Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement (or any Exhibit hereto), each such communication shall be in writing and shall be deemed to have been validly served, given or delivered at the time stated below if deposited in the United States mail, registered or certified and return receipt requested, with proper postage prepaid, or if delivered by Federal Express or other private messenger, courier or other delivery service or sent by facsimile transmission by telex, telecopy, telegraph or cable or other similar electronic medium, addressed as follows: POST: Peninsula Open Space Trust 3000 Sand Hill Road Bldg. A, Suite 135 Menlo Park, CA 94025 Attn: Audrey C. Rust Executive Director TEL: (650) 854-7696 FAX: (650) 854-7703 District: Midpeninsula Regional Open Space District 330 Diste1 Circle Los Altos, CA 94022 Attn: L. Craig Britton General Manager TEL: 650 691-12 00 FAX: (650) 691-0485 3 If sent by telegraph, facsimile copy or cable, a confirmed copy of such telegraphic, facsimile or cabled notice shall promptly be sent by mail (in the manner provided above) to the addressee. Service of any such communication made only by mail shall be deemed complete on the date of actual delivery as indicated by the addressee's registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained in this Agreement shall excuse either party from giving oral notice to the other when prompt notification is appropriate, but any oral notice given shall not satisfy the requirement of written notice as provided in this Section. (e) Severability. If any of the provisions of this Agreement are held to be void or unenforceable by or as a result of a determination of any court of competent jurisdiction, the decision of which is binding upon the parties, the parties agree that such determination shall not result in the nullity or unenforceability of the remaining portions of this Agreement. The parties further agree to replace such void or unenforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. (f) Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed as an original, and when executed, separately or together, shall constitute a single original instrument, effective in the same manner as if the parties had executed one and the same instrument. (g) Waiver. No waiver of any term, provision or condition of the 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, provisions or condition or as a waiver of any other term, provision or condition of this Agreement. (h) Entire Agreemen . This Agreement is intended by the parties to be the final expression of their agreement; it embodies the entire agreement and understanding between the parties hereto; it constitutes a complete and exclusive statement of the terms and conditions thereof, and it supersedes any and all prior correspondence, conversations, negotiations, agreements or understanding relating to the same subject matter. In the event of any conflict between this Agreement and the Sales Agreement, this Agreement shall govern. (i) Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. 0) Survival of Covenants. All covenants of District or POST which are expressly intended hereunder to be performed in whole or in part after the Closing, and all 4 representations and warranties by either party to the other, shall survive the Closing and be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitter) assigns. (k) Assignmen . Except as expressly permitted herein, neither party to this Agreement shall assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party. (1) Further Documents and Acts. Each of the parties hereto agrees to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions described and contemplated under this Agreement. (m) Binding on Successors and Assigns. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties hereto. (n) Brokers and Finders. Each party to this Agreement warrants to the other that no person is entitled to, or may otherwise successfully assert any right to, a real estate commission, finder's fee, acquisition fee or other real estate brokerage-type compensation (collectively, "Real Estate Compensation") based upon the acts or omissions of the warranting party with respect to the transaction contemplated by this Agreement. Each party hereby agrees to indemnify, defend, protect and hold the other harmless from and against, and to reimburse the other for, any and all claims, causes of action, actions, suits, orders, proceedings, demands, obligations, damages, losses, costs, expenses (including, without limitation, attorneys' fees and costs) and liabilities resulting from any claim for Real Estate Compensation by any person based upon such acts or omissions. (o) ExMnses. In the event of litigation or arbitration between the parties for a breach of this Agreement or to interpret this Agreement, the prevailing party will be entitled to recover court or arbitration costs and reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with the action or arbitration, including such costs and fees incurred because of any appeals. The prevailing party also shall be entitled to recover all such costs and fees that may be incurred in enforcing any judgment or award, and this provision shall not be merged into any judgment but shall survive any judgment. (p) motions. Captions are provided herein for convenience only and they form no i for interpretation r n truction of this art of this Agreement and are not to serve as a basis oo construction P g Agreement, nor as evidence of the intention of the parties hereto. (q) Pronoun References. In this Agreement, if it be appropriate, the use of the singular shall include the plural, and the plural shall include the singular, and the use of any gender shall include all other genders as appropriate. 5 i (r) Arbitration of Disputes. If a dispute arises out of or relates to this Agreement, or the performance or breach thereof, the parties agree first to participate in non-binding mediation in order to resolve their dispute. If the parties are unable to resolve their dispute through mediation, or if there is any remaining unresolved controversy or claim subsequent to meditation, any remaining unresolved controversy or claim shall be settled by arbitration. The parties shall jointly select one arbitrator who shall be a retired or former judge of the Superior Court of California. The arbitration shall be conducted in accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et. seq. Hearings shall be held in San Mateo County, California. If the parties are unable to agree upon an arbitrator, the arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. in accordance with the rules thereof. If arbitration is required to resolve a dispute, it shall in all cases be final and binding. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. POST INITIAL: DISTRICT INITIAL: (s) Exhibits. All Exhibits referred to in this Agreement are incorporated into the Agreement in their entirety by reference. rrr rrr rrr rrr rrr rrr rrr rrr ru 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers to be effective as of the date of final execution by District in accordance with the terms hereof. MIDPENINSULA REGIONAL OPEN PENINSULA OPEN SPACE TRUST, a SPACE District, a public agency California non-profit public benefit corporation By: By: L. Craig Britton, Audrey C. Rust, General Manager Executive Director ATTEST: Date District Clerk Date 7 EXHIBIT "A" PROPERTY MANAGEMENT AGRM'lErIT BETWEEN POST AND DISTRICT Page 1 of 2 SITUATE IN THE COUNTY OF SANTA CRUZ, STATE OF CALIFORNIA AND DESCRIBED AS FOLLOWS: PARCEL ONE: BEING PART OF THE LANDS CONVEYED TO PELICAN TIMBER COMPANY BY DEED DATED MAY 17, 1979 AND RECORDED JUNE 15, 1979 IN BOOK 3070 OF OFFICIAL RECORDS AT PAGE 400, SANTA CRUZ COUNTY RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT: BEGINNING AT THE SOUTHEASTERN CORNER OF PARCEL "A" , AS SAID PARCEL IS SHOWN ON THAT MAP ENTITLED "PARCEL MAP OF 200 +/- ACRE PART OF THE C.H.Y. COMPANY" FILED IN VOLUME 33 OF PARCEL MAPS AT PAGE 49, SANTA CRUZ COUNTY RECORDS. THENCE FROM SAID POINT OF BEGINNING, ALONG THE SOUTHERN BOUNDARY .OI SAID PARCEL "A" , NORTH 74° 31' WEST 267. 69 FEET TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 53 ° 52 ' 40" WEST 2214.86 FEET TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 82° 34 ' 40" WEST 1832 . 50 FEET TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 81` 000 WEST 261. 41 FEET TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT AN , ANGLE THEREIN; THENCE NORTH 83. 290 WEST 662 . 95 FEET TO A 1/2 INCH ' IRON PIPE TAGGED LS 3666 AT AN ANGLE THEREIN; THENCE NORTH 86' 011 .' WEST 491. 00 FEET, MORE OR LESS, TO A 1/2 INCH IRON PIPE TAGGED LS 3666 AT THE SOUTHWESTERN CORNER OF SAID PARCEL "A" ON' THE EASTERN BOUNDARY OF THE LANDS OF G. L. CRITTENDEN BY DEED RECORDED IN VOLUME 1844 OF OFFICIAL RECORDS AT PAGE 181, SANTA CRUZ COUNTY RECORDS; THENCE SOUTHERLY ALONG SAID EASTERN BOUNDARY OF THE LANDS OF CRITTENDEN, AS SHOWN ON THAT CERTAIN MAP FILED IN VOLUME 62 OF MAPS AT PAGE 66, SANTA CRUZ COUNTY RECORDS, SOUTH 2° 14 ' WEST 2741.8 FEET, MORE OR LESS, TO THE CENTER OF HIGHLAND WAY, A COUNTY ROAD, AS NOW TRAVELLED; THENCE LEAVING SAID EASTERN BOUNDARY OF CRITTENDEN, SOUTHEASTERLY, ALONG THE CENTER OF SAID ROAD, 4285 FEEL MORE OR LESS, TO THE NORTHWESTERN CORNER OF THE LANDS CONVEYED TO QUIN H. HILL BY QUITCLAIM DEED RECORDED AUGUST 13, 1991 IN VOLUME 4882 OF OFFICIAL RECORDS AT PAGE 807, SANTA CRUZ COUNTY RECORDS; THENCE SOUTHEASTERLY, CONTINUING ALONG THE CENTERLINE OF SAID ROAD,- ALONG THE NORTHERN BOUNDARY OF SAID LANDS OF QUIN SOUTH 67' 40 ' EAST 22.70 FEET TO AN ANGLE THEREIN; THENCE SOUTH 180 58 ' EAST 143 . 00 FEET TO AN ANGLE THEREIN; THENCE- SOUTH 41° 15 ' EAST 554 .97 FEET TO AN ANGLE THEREIN; THENCE SOUTH 320 03 ' EAST 285.76 FEET TO AN ANGLE THEREIN; THENCE SOUTH 720 07 ' EAST 108 . 01 FEET TO AN ANGLE THEREIN; THENCE NORTH 65° 51' EAST 153 .22 FEET TO AN ANGLE THEREIN;' THENCE SOUTH 69° 53 ' EAST 162 .87 FEET TO AN ANGLE THEREIN; THENCE SOUTH 43 ' 37 ' EAST 452 . 5 FEET TO AN ANGLE THEREIN; THENCE NORTH 89 ' 50 ' EAST 203 . 17 FEET TO AN ANGLE THEREIN; THENCE SOUTH 630 47 ' EAST I EXHIBIT "A" PROPERTY MANAGEMENT AGREEMENT BETWEEN POST AND DISTRICT Page 2 of 2 PARCEL ONE CONTINUED: 86. 11 FEET, MORE OR LESS, TO A POINT ON THE EASTERN BOUNDARY OF THE SOQUEL AUGMENTATION RANCHO; THENCE NORTHERLY ALONG THE EASTERN BOUNDARY OF THE SOQUEL AUGMENTATION RANCHO, NORTH 2. 28 ' EAST 4440. 9 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL TWO: A 40 FOOT RIGHT OF WAY FOR INGRESS AND EGRESS OVER PARCEL A, AS SAID PARCEL AND RIGHT OF WAY ARE SHOWN AND DESIGNATED ON THAT CERTAIN PARCEL MAP FILED FOR RECORD AUGUST 23, 1979 IN VOLUME 33 Of- PARCEL MAPS, PAGE 49, SANTA CRUZ COUNTY RECORDS. APN: 098-141-10 098-141-11 i Regional . ._ M� MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-98-27 Meeting 98-04 February 18, 1998 AGENDA ITEM _ 2 AGENDA ITEM Appointment of Auditor for 1997-1998 Fiscal Year CONTROLLER'S RECOMMENDATION Appoint Grant Thornton as the District's auditors for the fiscal year 1997-1998. DISC SI1�ON Grant Thornton has served as district auditors for the past two fiscal years. Grant Thornton has performed its services in a competent manner and I recommend the firm be retained for the third year of its three year commitment. The fee will be $9,600, up $300 from last year. Prepared by: Michael L. Foster, Controller Contact person: Same as above Celebrate 25 Years of Open Space Preservation w 330 Distel Circle Los Altos, CA 94022-1404 - Phone:650-691-1200 * 1972-1997 e FAX:650-691-0485 - E-mail:mrosd@openspace.org - Web site:www.openspace.org Mary ,led Cyr,David T. , Board of Directors:Pete Siemens,Ma C.Davey, .S e. mernoff,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz * General Manager:L.Craig Britton Regional Open )ace ---------- ....... MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-98-27 Meeting 97-07- February 18, 1997 AGENDA ITEM 2 AGENDAITEM Appointment of Auditor for 1997-1998 Fiscal Year CONTROLLER'S RECOMMENDATION Appoint Grant Thornton as the District's auditors for the fiscal year 1997-1998. DISCUSSION Grant Thornton has served as district auditors for the past two fiscal years. Grant Thornton has performed its services in a competent manner and I recommend the firm be retained for the third year of its three year commitment. The fee will be $9,600, up $300 from last year. Prepared by: Michael L. Foster, Controller Contact person: Same as above Celebrate 25"Years of Open Space Preservation 330 Distel Circle Los Altos,CA 94022-1404 * Phone:650-691-1200 - 1972-1997- FAX:650-691-0485 - E-mail:mrosd(&openspace.org - Web site:www.openspace.org Bodrd of Directors:Pete Siemens,Mary C. Davey,Jed Cyr,David T.Smernoff,Nonette Hanko,Betsy Crowder,Kenneth C.Nitz - General Manager:L.Craig Britton Regional ) e A MIDPENINSULA REGIONAL OPEN SPACE DISTRICT R-98-28 Meeting 98-04 February 18, 1998 AGENDA ITEM _3 , AGENDA ITEM Cancellation of February 25, 1998 Regular Meeting GENERAL MANAGER'S RECOMMENDAT Cancel your February 25, 1998 Regular Meeting DISCUSSION Due to the scheduling of the February 18, 1998 Special Meeting, it would be appropriate to cancel the February 25 Regular Meeting. The few agenda items that would have been presented at the February 25 meeting were either placed on the February 18 agenda or will be placed on the March 11, 1998 agenda. Moving these items will not cause any delay or hardship as a result. Prepared by: Deirdre Dolan, District Clerk Contact person: L. Craig Britton, General Manager Celebrate 25_ �Years of Open penS Space Preservation pas 330 Distel Circle Los Altos, CA 94022-1404 * Phone:650-691-1200 1972-1997 - FAX:650-691-0485 - E-mail:mrosd@openspace.org - Web site:www.openspace.org Boarcl of/hectors:Pete Siemens,Ma C.Davey,led Cyr,David T.Smernoff,N. n � —� L.C Mary y y onette Hanko,Betsy Crowder,Kenneth C.Nitz • General Manager.L.Craig Britton Claims No. 98-04 Meeting 98-05 Date: February 18. 1998 K8|DPEN|NSUL4 REGIONAL OPEN SPACE DISTRICT | | ° "".vv.' .`a".= Description 3648 512.50 Jane Buxton FEMA@ Patrol Map Projects | 3648 27.60 California Water Service Water S*rv|oe--VVndyHill Project / 3650 50.00 K8arkCaaarattm Reimbursement--Boot Repairs 3651 180.00 °1 CSPRA PRAC Conference Registnat|on—B. Malone and B. Downing 3652 945.00 Alice Cummings National Trails Grant Project Preparation � 3653 75.25 Federal Express Express Mail Service 3654 79'500.00 First American Title Insurance Company Acquisition of POST Property 3865 111.00 Matthew Freeman Vehicle Expense 3658 884.16 <3oodco Press Incorporated Letterhead and Newsletter Printing � 3657 352.33 Granite Rock Concrete 3658 1'319.89 The Home Depot Field Supplies 3858 2.647.13 JakabyEnQineering Bridge and Parking Lot Consultant � 3660 59.34 Northern Energy Propane Service � � 3861 57.73 Office Helper Office Supplies 3603 890.11 Orchard Supply Hardware Field Supplies 3663 286.70 Pacific Bell Telephone Service 3684 3.000.00 Popish Appraisal fk Consulting Appraisal Services � 3665 53.84 ProK8edix First Aid Supplies 3666 65.00 R6k 8 Erection Company Fovvkes Gate Repair 3867 380.00 Barbara Soherb Rufer Open Space Study Consultant � 3668 142.51 °3 Second Cup Business Meeting Expense 3669 127.74 John Shelton, Inc. Field Supplies 3670 100.10 Skyline County Water District Water Service � 3671 43U.79 ThnrnnaCorp. Heating &/ Air CundidoningService � � 3672 3.476.42 Turner & K4u|ram Legal Services 3873 35.13 Unocal Fuel' | � Urgent Check Issued Februory8, 1998 Urgent Checks Issued February 11 8' 12' 1998 Total 85.773.01 � � | Page